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) X Director X 10% Owner Officer (give title below) X Other (specify below) See Remark 1
	3. Date of Earliest Transaction (Month/Day/Year) 11/14/2006
	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	11/14/2006		S		15,000,000(1)	D	$23.08	11,596,981(2)	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 X Director X 10% Owner Officer (give title below) X Other (specify below) See Remark 1

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. D-R Interholding, LLC ("Interholding", which is 100% owned by Dresser-Rand Holdings, LLC) sold an aggregate of 15,000,000 shares of Common Stock (the "Shares") of Dresser-Rand Group Inc. (the "Issuer") pursuant to an underwriting agreement dated November 8, 2006 (filed as Exhibit 1.1 to the Current Report on Form 8-K filed by the Issuer on November 9, 2006). The sale of such Shares closed on November 14, 2006.

2. Following the November 14, 2006 transaction reported herein, 11,596,981 Shares were owned by Interholding.

3. Each Reporting Person has elected to report on an aggregate basis (i) all of the Shares sold by Interholding and (ii) indirect beneficial ownership of all of the Shares held for the account of Interholding. Each Reporting Person disclaims the sale or beneficial ownership of any such Shares except to the extent of its pecuniary interest therein.

4. 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"). As a managing member of Dresser-Rand Holdings, LLC, Fund IX may be deemed to share indirect beneficial ownership of any Shares held for the account of Interholding. 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 share indirect beneficial ownership of any Shares held for the account of Interholding.

5. 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:

(1) The Reporting Persons have included the designation of "Director" in order to satisfy potential filing obligations in the event any such Reporting Persons are deemed to be a director of the Issuer by deputization. (2) 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, Secretary	11/16/2006
	Anne E. Gold, In the Capacity Described in Remark (2)	11/16/2006
	Anne E. Gold, In the Capacity Described in Remark (2)	11/16/2006
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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