Item Entry Into a Material Definitive Agreement.
1.01
On August 19, 2009, Cameron International Corporation (the "Company") issued a press release announcing that its Board of Directors approved an amendment (the "Amendment") to the Rights Agreement, dated as of October 1, 2007, between the Company and Computershare Trust Company, N.A. as Rights Agent. The Amendment accelerates the expiration of the Company's preferred stock purchase rights (the "Rights") from the close of business on October 31, 2017 to the close of business on August 31, 2009. On August 20, 2009, the Company filed a Certificate of Elimination with the Secretary of State of the State of Delaware which has the effect of eliminating from the Company's Certificate of Incorporation all references to the Series B Junior Participating Preferred Stock of the Company and returning these shares to the status of undesignated shares of authorized Preferred Stock of the Company.

Item Termination of a Material Definitive Agreement.
1.02
The information set forth under Item 1.01 of this Current Report on Form 8 K is hereby incorporated by reference in Item 1.02.

Item Material Modifications to Rights of Security Holders.
3.03
The information set forth under Item 1.01 of this Current Report on Form 8 K is hereby incorporated by reference in Item 3.03.

Item Amendments to Articles of Incorporation or Bylaws;
5.03 Change in Fiscal Year. The information set forth under Item 1.01 of this Current Report on Form 8 K is hereby incorporated by reference in Item 5.03.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

Exhibit Number Description of Exhibit 4.1 Form of Amendment to Rights Agreement dated as of August 20, 2009, between Cameron International Corporation and Computershare Trust Company, N.A. 99.1 Press Release dated August 19, 2009 -- Cameron Terminates Rights Plan.

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