8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): February 22, 2006

Dresser-Rand Group Inc.

(Exact name of registrant as specified in its Charter)

Delaware	001-32586	20-1780492
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Paul Clark Drive, Olean, New York	14760
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (716) 375-3000

Not Applicable
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1: PRESS RELEASE

Item 2.02

Results of Operations and Financial Condition

On February 22, 2006, Dresser-Rand Group Inc. (the “Company”) issued a press release announcing (i) results of the restructuring of the Company’s steam turbine business, (ii) reduction of its term debt by $30 million, (iii) bookings and backlog for the fourth quarter of 2005, and (iv) income and earnings guidance for the first quarter and full year of 2006. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01	Financial Statements and Exhibits
	(d)     Exhibits
	99.1       Dresser-Rand Group Inc. Press Release, dated February 22, 2006.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DRESSER-RAND GROUP INC.
Date: February 22, 2006	By:	/s/ Randy D. Rinicella
		Randy D. Rinicella
		Vice President, General Counsel
		and Secretary

DRESSER-RAND GROUP INC.

EXHIBIT INDEX

Exhibit No.	Subject Matter
99.1	Dresser-Rand Group Inc. Press Release, dated February 22, 2006

EX-99.1

Exhibit 99.1

For Immediate Release

Dresser-Rand Announces Steam Turbine Business Restructuring

Reduces Debt $30 million

HOUSTON, TX, February 22, 2006 — Dresser-Rand Group Inc. (“Dresser-Rand” or the “Company”) (NYSE: DRC) today announced that it has finalized the plan for integrating its steam turbine business with the steam turbine assets of Tuthill Energy Systems, which it acquired in September of 2005.

The plan is expected to result in annual operating synergies of approximately $15 million. In 2006, the Company expects to realize operating synergies of approximately $10.5 million, which will be partially offset by approximately $4.5 million of integration expenses. Additionally, Dresser-Rand will record a net non-cash curtailment gain in the first quarter of 2006 of about $12 million. This gain results from a reduction in the estimated future cash costs of certain previously recorded retiree healthcare benefits.

The key elements of this plan include:

• Ceasing manufacturing operations at its Millbury, Massachusetts facility and shifting production to its other facilities around the world.

• Maintaining a commercial and technology center in Millbury.

• Implementing a new competitive labor agreement at its Wellsville, New York facility.

• Rationalizing product offerings, distribution and sales channels.

• Back-office rationalization.

• Providing aftermarket parts and services support for the installed base of Tuthill equipment through Dresser-Rand’s worldwide service-center network.

“The decision regarding the cessation of manufacturing activities in Millbury was very difficult to reach because of its impact on the affected employees and the communities where they live and work,” said Dresser-Rand CEO, Vincent R. Volpe, Jr. ”However, these actions will result in improved products and services offerings for customers while better positioning Dresser-Rand to be cost competitive in the worldwide markets we serve. We have made substantial progress to date and are moving quickly to complete the integration while taking steps to ensure a smooth transition with no disruption to promised deliveries or service to our clients.”

Separately, during the first two months of 2006 the Company reduced its term debt by $30 million. As a result, the Company will incur an additional non-cash charge relating to the writeoff of unamortized debt issuance costs of approximately $0.6 million. Annual interest expense will be reduced by approximately $1.8 million. The Company plans to further reduce debt this year.

Bookings for the fourth quarter were strong, totaling $410 million which is 42% higher than third quarter 2005 and 36% higher than the prior year’s fourth quarter. Backlog grew to $872 million compared to $638 million at the end of 2004, providing a very solid order book for 2006. The Company plans to discuss fourth quarter and full-year 2005 results at its conference call following the filing of its Form 10-K for 2005 by March 31, 2006.

Excluding the curtailment gain, the Company expects operating income and earnings per share for the full year 2006 to be consistent with the current First Call consensus estimate. First quarter operating income is expected to be between $17 million and $19 million, which is in line with the Company’s plan for 2006 and consistent with the historical seasonal pattern of the first quarter representing 7% to 10% of full year operating income. The Company expects first quarter earnings per share, excluding the curtailment gain and unamortized debt issuance costs mentioned above, to be in the range of $0.03 to $0.05.

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Dresser-Rand is among the largest suppliers of rotating equipment solutions to the worldwide oil, gas, petrochemical, and process industries. The Company operates manufacturing facilities in the United States, France, Germany, Norway, India, and Brazil, and maintains a network of 24 service and support centers covering 105 countries.

This news release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts may be forward-looking statements. Many risks and uncertainties may impact the matters addressed in the forward-looking statements, and actual results may differ materially from those expressed or implied. For a discussion of the factors that could cause actual results to differ, please see the disclosure under the heading “Risk Factors” in the Company’s periodic quarterly report on Form 10-Q filed with the Securities and Exchange Commission and in its Forms S-4 and S-1 filed in January 2006.

For information about Dresser-Rand, go to our website at www.dresser-rand.com.

Company Contact: Blaise Derrico, Director Investor Relations (716) 375-3152