EXHIBIT 10.13

                            SECOND AMENDMENT TO THE
                          COOPER CAMERON CORPORATION
                          COMPENSATION DEFERRAL PLAN


     WHEREAS, COOPER CAMERON CORPORATION (the "COMPANY") has heretofore adopted
the COOPER CAMERON CORPORATION COMPENSATION DEFERRAL 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
January 1, 1999:

     1.  Clause (ii) of the second sentence of Section 3.2 of the Plan shall be
deleted and the following shall be substituted therefor:

     "(ii) on 50% of the Deferred Compensation credited during such calendar
     year pursuant to Section 2.3(a) multiplied by a fraction, the numerator of
     which is the number of days between the date the participant first elects
     to make a deferral pursuant to Section 2.3(a) in such calendar year and the
     end of such calendar year and the denominator of which is 365; and"

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

     EXECUTED at Houston, Texas this ___ day of __________________, 2000.


                                    COOPER CAMERON CORPORATION


                                    By:
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                                       Name:
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                                       Title:
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