Dresser-Rand (DRC) 8-K Dresser-Rand Reports Second Quarter 2006 Results

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):August 8, 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.)

1200 W. Sam Houston Parkway N., Houston, Texas	77043
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (713) 467-2221

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

EXHIBIT 99.1

EXHIBIT 99.2

 EX-99.1: PRESS RELEASE

 EX-99.2: SLIDE PRESENTATION

Item 2.02

Results of Operations and Financial Condition

On August 8, 2006, Dresser-Rand Group Inc. (the “Company”) issued a press release announcing financial results for its second quarter ended June 30, 2006. A copy of the press release is attached as Exhibit 99.1. All information in the press release is furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that Section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent registrant specifically incorporated it by reference.

Item 7.01

Regulation FD Disclosure

On August 8, 2006, the Company hosted a Webcast to discuss its second quarter 2006 financial results. A copy of the slide presentation used during the Webcast is attached hereto as Exhibit 99.2. All information in the presentation is furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that Section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent registrant specifically incorporated it by reference.

Item 9.01	Financial Statements and Exhibits
	(d)	Exhibits
		99.1	Dresser-Rand Group Inc. Press Release dated August 8, 2006.
		99.2	Slide presentation used for the Company’s Webcast on August 8, 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 (Registrant)
Date: August 8, 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	Press Release of Dresser-Rand Group Inc. dated August 8, 2006
99.2	Slide Presentation used for the Company’s Webcast conducted on August 8, 2006.