X0303 4/A 2010-08-09 2010-08-11 0001486957 Babcock & Wilcox Co BWC 0001492659 Nash Winfred D 13024 BALLANTYNE CORPORATE PLACE SUITE 700 CHARLOTTE NC 28277 0 1 0 0 President - NOG Common Stock 2010-08-09 5 A 0 958 0 A 10919 D Common Stock 2010-08-09 4 M 0 6835 0 A 17754 D Common Stock 2010-08-09 4 F 0 2884 23.76 D 14870 D Common Stock 2010-08-09 4 M 0 3243 0 A 18113 D Common Stock 2010-08-09 4 F 0 1368 23.76 D 16745 D Common Stock 393 I 401k Plan Grant of restricted stock received in connection with the pro-rata distribution of BWC common stock from McDermott International, Inc. ("MII") (the "Spin-off") and converted from MII restricted stock held by the Reporting Person as of the Spin-off. This amendment is filed to correct the number of shares reported on the Reporting Person's Form 4 filed August 11, 2010. Includes shares of BWC common stock acquired in the spin-off. Based on number of units held in the BWC Thrift Plan and the fair market value of BWC ccmmon stock as of August 9, 2010. Angela P. Winter, attorney-in-fact 2010-08-31