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* FIRST RESERVE GP IX INC (Last) (First) (Middle) ONE LAFAYETTE PLACE THIRD FLOOR (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) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/27/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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 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	04/27/2006		S		9,334,668(1)	D	$24.5	30,196,981(2)	I(3)(4)(5)	See Footnotes(3)(4)(5)
Common Stock	04/28/2006		S		1,400,200(6)	D	$24.5	26,596,981(7)	I(3)(4)(5)	See Footnotes(3)(4)(5)

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

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 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)

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)

Explanation of Responses:

1. On April 27, 2006, an aggregate of 24,000,000 Common Shares (the "Shares") of Dresser-Rand Group Inc. (the "Issuer") were sold by Dresser-Rand Holdings, LLC. The Reporting Persons had a pecuniary interest in 9,334,668 of those 24,000,000 Shares.

2. Following the April 27, 2006 transaction reported herein, 30,196,981 Shares of the Issuer were owned by D-R Interholding, LLC, which in turn is 100% owned by Dresser-Rand Holdings, LLC.

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

4. 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.

5. This Form 4 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 indirect beneficial ownership of 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 indirect beneficial ownership of the Shares held for the account of D-R Interholding, LLC.

6. On April 28, 2006, an aggregate of 3,600,000 Shares of the Issuer were sold by Dresser-Rand Holdings, LLC pursuant to the exercise of an overallotment option by the underwriters. The Reporting Persons had a pecuniary interest in 1,400,200 of those 3,600,000 Shares.

7. Following the April 28, 2006 transaction reported herein, 26,596,981 Shares of the Issuer are owned by D-R Interholding, LLC, which in turn is 100% owned by Dresser-Rand Holdings, LLC.

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	05/01/2006
	Anne E. Gold, In the Capacity Described in Remarks	05/01/2006
	Anne E. Gold, In the Capacity Described in Remarks	05/01/2006
	** 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 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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