XNYS:DRC Dresser-Rand Group, Inc. Insider Activity 4/A Filing - 2/15/2012

Effective Date 2/15/2012

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FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Giadrossi-Morel Nicoletta

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	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Vice Pres. & Gen. Mgr. EMEA

(Last)

(First)

(Middle)

10205 WESTHEIMER, SUITE 1000

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2012

(Street)

HOUSTON, TX 77042

4. If Amendment, Date Original Filed (Month/Day/Year)
02/17/2012

6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/15/2012		A		1,571⁽¹⁾	A	$ 0	5,564⁽²⁾	D
Common Stock	02/15/2012		F		315⁽³⁾	D	$52.4	5,249⁽²⁾	D
Common Stock	02/15/2012		M		928⁽⁴⁾	A	$ 0	6,177⁽²⁾	D
Common Stock	02/15/2012		F		186⁽³⁾	D	$52.4	5,991⁽²⁾	D
Common Stock	02/15/2012		A		1,013⁽⁵⁾	A	$ 0	7,004⁽²⁾	D
Common Stock	02/15/2012		F		203⁽³⁾	D	$ 0	6,801⁽²⁾	D
Common Stock	02/16/2012		M		2,236⁽⁶⁾	A	$ 0	9,037⁽²⁾	D
Common Stock	02/16/2012		F		448⁽³⁾	D	$53.36	8,589⁽²⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Giadrossi-Morel Nicoletta 10205 WESTHEIMER, SUITE 1000 HOUSTON, TX 77042			Vice Pres. & Gen. Mgr. EMEA

Signatures

/s/ Kelli A. Mowry, Attorney-in-Fact		02/21/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents shares issued in settlement of vesting of performance RSU grant dated 03/15/2010 pursuant to the Plan.
(2)	Due to an administrative error, the amount of securities beneficially owned by the reporting person following certain of the transactions reported in Table I on the Form 4 filed on February 17, 2012, was incorrect. This amendment to the original Form 4 reflects the correct amount of securities beneficially owned by the reporting person following each of the transactions reported in Table I.
(3)	Withholding of stock to satisfy tax withholding obligations.
(4)	Vesting of restricted stock unit grant dated 02/15/2011 pursuant to the Plan.
(5)	Represents shares issued in settlement of vesting of performance RSU grant dated 02/15/2011 pursuant to the Plan.
(6)	Vesting of restricted stock unit grant dated 02/16/2009 pursuant to the Plan.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

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