SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13G
                                 (Rule 13d-102)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13d-2(b)

                              (Amendment No. 1)(1)

                         Cooper Tire & Rubber Co. (CTB)
--------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    216831107
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                                December 31, 2006
--------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

     Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

          [_]  Rule 13d-1(b)

          [X]  Rule 13d-1(c)

          [_]  Rule 13d-1(d)

----------
(1)  The remainder of this cover page shall be filled out for a reporting
     person's initial filing on this form with respect to the subject class of
     securities, and for any subsequent amendment containing information which
     would alter the disclosures provided in a prior cover page.

     The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).


CUSIP No. 216831107
          ---------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Trafelet & Company, LLC

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) [_]
                                                                         (b) [X]

3.   SEC USE ONLY

4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     0

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     0

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     0

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES*

                                                                             [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     0%

12.  TYPE OF REPORTING PERSON*

     00


CUSIP No. 216831107
          ---------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Delta Offshore, Ltd.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) [_]
                                                                         (b) [X]

3.   SEC USE ONLY

4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     0

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     0

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     0

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES*

                                                                             [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     0%

12.  TYPE OF REPORTING PERSON*

     00


CUSIP No. 216831107
          ---------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Remy W. Trafelet

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) [_]
                                                                         (b) [X]

3.   SEC USE ONLY

4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     0

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     0

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     0

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES*

                                                                             [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     0%

12.  TYPE OF REPORTING PERSON*

     IN


CUSIP No. 216831107
          ---------

Item 1(a).  Name of Issuer:

            Cooper Tire & Rubber Co. (CTB)
            --------------------------------------------------------------------

Item 1(b).  Address of Issuer's Principal Executive Offices:

            701 Lima Avenue
            Findlay, Ohio 45840
            --------------------------------------------------------------------

Item 2(a).  Name of Person Filing:

            Trafelet & Company, LLC
            Delta Offshore, Ltd.
            Remy W. Trafelet
            --------------------------------------------------------------------

Item 2(b).  Address of Principal Business Office, or if None, Residence:

            The principal business address of Delta Offshore, Ltd. is:
            c/o BNY Alternative Investment Services Ltd.
            48 Par-la-Ville Road, Suite 464
            Hamilton, HM11
            Bermuda

            The principal business address of each of the other Reporting
            Persons is:
            900 Third Avenue
            5th Floor
            New York, NY 10022
            --------------------------------------------------------------------

Item 2(c).  Citizenship:

            Trafelet & Company, LLC - Delaware
            Delta Offshore, Ltd. - Cayman Islands
            Remy W. Trafelet - United States of America
            --------------------------------------------------------------------

Item 2(d).  Title of Class of Securities:

            Common Stock
            --------------------------------------------------------------------

Item 2(e).  CUSIP Number:

            216831107
            --------------------------------------------------------------------

Item 3.     If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
            or (c), Check Whether the Person Filing is a:

     (a)  [_]  Broker or dealer registered under Section 15 of the Exchange Act.

     (b)  [_]  Bank as defined in Section 3(a)(6) of the Exchange Act.

     (c)  [_]  Insurance company as defined in Section 3(a)(19) of the Exchange
               Act.

     (d)  [_]  Investment company registered under Section 8 of the Investment
               Company Act.

     (e)  [_]  An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

     (f)  [_]  An employee benefit plan or endowment fund in accordance with
               Rule 13d-1(b)(1)(ii)(F);

     (g)  [_]  A parent holding company or control person in accordance with
               Rule 13d-1(b)(1)(ii)(G);

     (h)  [_]  A savings association as defined in Section 3(b) of the Federal
               Deposit Insurance Act;

     (i)  [_]  A church plan that is excluded from the definition of an
               investment company under Section 3(c)(14) of the Investment
               Company Act;

     (j)  [_]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4. Ownership.

     Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

     (a)  Amount beneficially owned:

          Trafelet & Company, LLC - 0
          Delta Offshore, Ltd. - 0
          Remy W. Trafelet - 0
          ----------------------------------------------------------------------

     (b)  Percent of class:

          Trafelet & Company LLC - 0%
          Delta Offshore, Ltd. - 0%
          Remy W. Trafelet - 0%
          ----------------------------------------------------------------------

     (c)  Number of shares as to which such person has:

          Trafelet & Company, LLC:

          (i)  Sole power to vote or to direct the vote                  0
                                                                  -------------,

          (ii) Shared power to vote or to direct the vote                0
                                                                  -------------,

         (iii) Sole power to dispose or to direct the
               disposition of                                            0
                                                                  -------------,

          (iv)  Shared power to dispose or to direct the
                disposition of                                           0
                                                                  -------------.

          Delta Offshore, Ltd.:

          (i)  Sole power to vote or to direct the vote                  0
                                                                  -------------,

          (ii) Shared power to vote or to direct the vote                0
                                                                  -------------,

         (iii) Sole power to dispose or to direct the
               disposition of                                            0
                                                                  -------------,

          (iv)  Shared power to dispose or to direct the
                disposition of                                           0
                                                                  -------------.

          Remy W. Trafelet:

          (i)  Sole power to vote or to direct the vote                  0
                                                                  -------------,

          (ii) Shared power to vote or to direct the vote                0
                                                                  -------------,

         (iii) Sole power to dispose or to direct the
               disposition of                                            0
                                                                  -------------,

          (iv) Shared power to dispose or to direct the
               disposition of                                            0
                                                                  -------------.

Item 5. Ownership of Five Percent or Less of a Class.

     If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [X].

          ----------------------------------------------------------------------

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

     If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

          Not applicable
          ----------------------------------------------------------------------

Item 7. Identification and Classification of the Subsidiary Which Acquired
        the Security Being Reported on by the Parent Holding Company or Control
        Person.

     If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.

          Not applicable
          ----------------------------------------------------------------------

Item 8. Identification and Classification of Members of the Group.

     If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule
pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.

          Not applicable
          ----------------------------------------------------------------------

Item 9. Notice of Dissolution of Group.

     Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.

          Not applicable
          ----------------------------------------------------------------------

Item 10.  Certifications.

          By signing below I certify that, to the best of my knowledge and
          belief, the securities referred to above were not acquired and are not
          held for the purpose of or with the effect of changing or influencing
          the control of the issuer of the securities and were not acquired and
          are not held in connection with or as a participant in any transaction
          having such purpose or effect.


                                    SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

                                                   February 14, 2007
                                        ----------------------------------------
                                                        (Date)


                                              /s/ Remy W. Trafelet *
                                              ----------------------------------
                                              Remy W. Trafelet


                                              Delta Offshore, Ltd.
                                              By: /s/ Remy W. Trafelet
                                              ----------------------------------
                                                  Remy Trafelet
                                                  Director

                                              Trafelet & Company, LLC*


                                              By: /s/ Remy W. Trafelet *
                                              ----------------------------------
                                                  Remy W. Trafelet
                                                  Managing Member

Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
for whom copies are to be sent.

Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).

* The Reporting Persons disclaim beneficial ownership in the Shares reported
herein except to the extent of their pecuniary interest therein.



                                                                       Exhibit A
                                                                       ---------

                                    AGREEMENT
                                    ---------

     The undersigned agree that this amended Schedule 13G dated February 14,
2007 relating to the Common Stock of Cooper Tire & Rubber Co. (CTB) shall be
filed on behalf of the undersigned.


                                                 /s/ Remy W. Trafelet
                                                 ------------------------
                                                 Remy W. Trafelet*

                                           Trafelet & Company LLC*


                                                 By: /s/ Remy W. Trafelet
                                                 ------------------------
                                                 Remy W. Trafelet
                                                 Managing Member

                                           Delta Offshore, Ltd.

                                              By: Trafelet & Company, LLC
                                              Investment Manager


                                                 By: /s/ Remy W. Trafelet
                                                 ------------------------
                                                 Remy Trafelet
                                                 Managing Member

SK 03388 0014 743527