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                                                                    EXHIBIT 10.3

                              SECOND AMENDMENT TO
                              AMENDED AND RESTATED
                           COOPER CAMERON CORPORATION
                            LONG-TERM INCENTIVE PLAN


     WHEREAS, COOPER CAMERON CORPORATION (the "Company") has heretofore adopted
the AMENDED AND RESTATED COOPER CAMERON CORPORATION LONG-TERM INCENTIVE PLAN
(the "Plan"); and

     WHEREAS, the Company desires to amend the Plan in certain respects;

     NOW, THEREFORE, the Plan shall be amended as follows, effective as of May
13, 1999:

1.   Section 14.3 shall be added to the Plan:

     "In addition to any other rights or privileges held by a holder with
     respect to an Award that is an option (including the provisions of
     Section 14.2), upon a Change in Control of the Company, the holder
     shall have the right to exchange such option for a new option ("New
     Option") that shall be issued according to the following:

     (1)  the New Option shall be immediately exercisable;

     (2)  the New Option shall have a term equal to the remaining term of the
          LTIP Option it replaces (and shall be exercisable through such term);

     (3)  the New Option will give the holder the right to acquire shares of the
          publicly traded common equity of the Company or any successor or
          direct or indirect parent of either ("Replacement Common Stock") (in
          the event of two or more classes of common equity, the common equity
          used shall be determined by the Compensation Committee of the Board of
          Directors of the Company existing prior to a Change in Control);

     (4)  the exercise price used for the New Option ("New Exercise Price") for
          acquiring a share of Replacement Common Stock shall be determined at
          the time of the Change in Control by taking (i) the higher of (a) the
          aggregate value (as of the date of the Change in Control) equal to the
          merger or acquisition consideration paid or payable in the Change in
          Control, on a per share basis, or (b) the highest
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          price paid for a share of Cooper Cameron common stock over the New
          York Stock Exchange (or other primary exchange) during the 12 months
          prior to the Change in Control, and (ii) dividing such amount into the
          per share exercise price of the LTIP Option; with the result
          multiplied by the Replacement Common Stock closing price on its
          principal stock exchange on the day of the Change in Control, or if
          traded in the over-the-counter market and not on an exchange, the last
          bid price in such market;

     (5)  the number of share of Replacement Common Stock subject to the New
          Option shall be the number necessary, using the New Exercise Price, to
          provide an aggregate value (as of the date of the Change in Control)
          equal to the higher of (a) the merger or acquisition consideration
          paid or payable in the Change in Control on a per share basis, or (b)
          the highest price paid for a share of Cooper Cameron common stock over
          the New York Stock Exchange (or other primary exchange) during the 12
          months prior to the Change in Control;

     (6)  if there is no publicly traded common equity of the Company, or any
          successor or any direct or indirect parent of either, then the New
          Option shall be with respect to shares of the direct or indirect
          parent of the Company, and if no such parent then the Company, and if
          the Company no longer exists, then the successor to the Company.

2.   Section 14.4 shall be added to the Plan:

     "The Board may determine, in connection with an event described in
     Sections 14.2 or 14.3, to provide with respect to Awards other
     adjustments, rights or privileges, including adjustments, rights or
     privileges that are alternatives to those provided in Sections 14.2
     and 14.3, but unless such adjustments, rights or privileges are
     cumulative to those in Sections 14.2 and 14.3, they will be applicable
     only with the consent of the holder of an Award.

3.   As amended hereby, the Plan is specifically ratified and reaffirmed.

                                      /s/ Franklin Myers
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                                      Franklin Myers,
                                      Senior Vice President
                                         and Secretary
                                      Date:  May 13, 1999