SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MACAULAY WILLIAM E (Last) (First) (Middle) C/O FIRST RESERVE CORPORATION ONE LAFAYETTE PLACE, 3RD FL. (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Dresser-Rand Group Inc. [ DRC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/12/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/12/2008		J(1)		3,475	D	$0.00(1)	150,000(2)	D
Common Stock	02/12/2008		A(3)		3,475	A	$0.00(3)	153,475(4)	D
Common Stock	02/12/2008		A(5)		2,598	A	$0.00	156,073(6)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On February 6, 2007, the reporting person filed a Form 4 reporting the issuance to him of 3,475 restricted stock units under the Dresser-Rand Group Inc. 2005 Directors Stock Incentive Plan (the "Plan"), which issuance the Issuer determined on February 12, 2008 was null and void as an administrative error with respect to such issuance. The cancellation of these restricted stock units was approved by the entire Board of the Issuer and therefore exempt under Rule 16b-3 of the Securities Exchange Act of 1934, as amended ("Exchange Act").

2. Consists of 150,000 shares of common stock, as previously reported.

3. The reporting person was issued 1,737 shares of common stock and 1,738 shares of restricted stock on February 12, 2008 under the Plan, which issuances are exempt under Rule 16b-3 of the Exchange Act. The Issuer is providing the common stock and restricted stock as additional compensation for the reporting person's board service in 2007, which the Issuer intended to provide to him in 2007. The newly issued shares of common stock and restricted stock are fully vested as of February 12, 2008; provided, however that while the restricted stock is vested as of February 12, 2008, 869 shares of restricted stock are subject to forfeiture prior to February 12, 2009 and 2010, respectively, if the reporting person is not serving as a director on each of such dates unless such failure to serve is as a result of his death or disability, or in the event there is a change in control.

4. Consists of 150,000 shares of common stock, as previously reported, and the separate issuance of 1,737 shares of common stock and 1,738 shares of restricted stock, as reported herein.

5. Grant of restricted stock pursuant to the Plan, exempt under Rule 16b-3 of the Exchange Act. Restricted stock becomes vested over three years as follows: 1299 shares on February 12, 2009, 649 shares on February 12, 2010 and 650 shares on February 12, 2011. Restricted stock will also become vested upon death, disability, and reporting persons 65th birthday or a change in control.

6. Consists of 150,000 shares of common stock, as previously reported, and the separate issuances of 2,598 shares of restricted stock, 1,737 shares of common stock and 1,738 shares of restricted stock, as reported herein.

Remarks:

	Anne E. Gold, Attorney-in-Fact for William E. Macaulay. See Previously Filed Power of Attorney	02/14/2008
	** 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 4 (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).
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