SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* FIRST RESERVE GP IX INC (Last) (First) (Middle) ONE LAFAYETTE PLACE THIRD FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/04/2005	3. Issuer Name and Ticker or Trading Symbol Dresser-Rand Group Inc. [ DRC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 08/04/2005
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	54,221,932	I	See Footnotes(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* FIRST RESERVE GP IX INC (Last) (First) (Middle) ONE LAFAYETTE PLACE THIRD FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FIRST RESERVE GP IX L P (Last) (First) (Middle) ONE LAFAYETTE PLACE THIRD FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FIRST RESERVE FUND IX L P (Last) (First) (Middle) ONE LAFAYETTE PLACE THIRD FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 54,221,932 shares (the "Shares") of Common Stock of Dresser-Rand Group Inc. are owned by D-R Interholding, LLC, which in turn is 100% owned by Dressser-Rand Holdings, LLC. This Form 3 Amendment is filed on behalf of First Reserve GP IX, Inc. ("GP IX Inc."), First Reserve GP IX, L.P. ("GP IX"), and First Reserve Fund IX, L.P. ("Fund IX"), each as a 10% beneficial owner. As a managing member of Dresser-Rand Holdings, LLC, Fund IX may be deemed to have an indirect beneficial ownership in the Shares held for the account of D-R Interholding LLC. GP IX is the general partner of Fund IX and GP IX Inc. is the general partner of GP IX. In such capacities, GP IX and GP IX Inc. may be deemed to have an indirect beneficial ownership in the Shares held for the account of D-R Interholding, LLC.

2. Each Reporting Person has elected to amend its original Form 3 filed on August 4, 2005 to report indirect beneficial ownership of all of the Shares held for the account of D-R Interholding, LLC on an aggregate basis. Each Reporting Person disclaims beneficial ownership of the Shares except to the extent of its pecuniary interest therein.

3. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons herein states that this filing shall not be deemed an admission that such Reporting Person is the beneficial owner of any of the Shares covered by this Statement.

Remarks:

First Reserve GP IX, Inc., by Anne E. Gold, is signing for itself as the designated filer, as well as in the capacity of general partner of First Reserve GP IX, L.P. First Reserve GP IX, L.P., by Anne E. Gold, is signing in its capacity as general partner of First Reserve Fund IX, L.P.

	Anne E. Gold, Assistant Secretary	02/13/2006
	Anne E. Gold, In the Capacity Described in "Remarks" Section	02/13/2006
	Anne E. Gold, In the Capacity Described in "Remarks" Section	02/13/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.