##### Table of Contents



SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
  Form 10-Q
   þ

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Quarterly Period Ended
    March 31, 2009o

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
    EXCHANGE ACTFor the Transition Period
    from          to    Commission file number
    001-32586
  Dresser-Rand Group
    Inc.
 (Exact name of registrant as
    specified in its charter)
   Delaware

20-1780492(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)West8 Tower, Suite 1000
    10205 Westheimer Road
    Houston, TX(Address of principal
    executive offices)

77042(Zip Code)   (713) 354-6100
 (Registrants telephone
    number, including area code)
   (Former name, former address and
    former fiscal year, if changed since last report)
  þ o
  Regulation S-T o o
  Rule 12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ




---



##### 



DRESSER-RAND
    GROUP INC.
  TABLE OF
    CONTENTS
   
 PagePART I.  FINANCIAL
    INFORMATIONItem 1.


Financial Statements (unaudited):Consolidated Statement of Income for the three
    months ended March 31, 2009 and 2008


3Consolidated Balance Sheet at March 31, 2009
    and December 31, 2008


4Consolidated Statement of Cash Flows for the
    three months ended March 31, 2009 and 2008


5Notes to Unaudited Consolidated Financial
    Statements at March 31, 2009


6Item 2.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


20Item 3.


Quantitative and Qualitative Disclosure about
    Market Risk


26Item 4.


Controls and Procedures


27PART II.  OTHER
    INFORMATIONItem 1.


Legal Proceedings


27Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


28Item 5.


Other Events


28Item 6.


Exhibits


29Signatures


30ExhibitsEX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



PART I. 
    FINANCIAL INFORMATION  ITEM 1.
    FINANCIAL
    STATEMENTS  DRESSER-RAND
    GROUP INC.
  CONSOLIDATED
    STATEMENT OF INCOME
  Three Months Ended March 31,2009


2008(Unaudited; $ in millions, except per share amounts)Net sales of products

$
410.9


$
287.1Net sales of services


98.0



76.7Total revenues


508.9



363.8Cost of products sold


304.3



206.2Cost of services sold


67.5



51.9Total cost of sales


371.8



258.1Gross profit


137.1



105.7Selling and administrative expenses


67.6



63.9Research and development expenses


4.0



2.1Plan settlement / curtailment amendment


1.3



(7.2
)Income from operations


64.2



46.9Interest expense, net


(7.0
)


(7.0
)Other (expense) income, net


(4.3
)


1.8Income before income taxes


52.9



41.7Provision for income taxes


18.4



14.5Net income

$
34.5


$
27.2Net income per common share  basic and diluted

$
0.42


$
0.32Weighted average shares outstanding  (In
    thousands)Basic


81,573



85,514Diluted


81,607



85,659    3




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##### Table of Contents



DRESSER-RAND
    GROUP INC.
  CONSOLIDATED
    BALANCE SHEET
  March 31,


December 31,2009


2008(Unaudited; $ in millions, except share amounts)ASSETSCurrent assetsCash and cash equivalents

$
160.0


$
147.1Accounts receivable, less allowance for losses of $12.5 at 2009
    and $11.6 at 2008


294.9



366.3Inventories, net


363.4



328.5Prepaid expenses


42.2



43.4Deferred income taxes, net


22.3



22.5Total current assets


882.8



907.8Property, plant and equipment, net


246.5



250.3Goodwill


418.9



429.1Intangible assets, net


434.5



441.6Other assets


22.4



23.4Total assets

$
2,005.1


$
2,052.2LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payable and accruals

$
384.6


$
430.9Customer advance payments


281.0



275.0Accrued income taxes payable


27.9



30.2Loans payable


0.2



0.2Total current liabilities


693.7



736.3Deferred income taxes


21.3



22.9Postemployment and other employee benefit liabilities


108.5



135.3Long-term debt


370.0



370.1Other noncurrent liabilities


27.6



27.4Total liabilities


1,221.1



1,292.0Commitments and contingencies (Notes 8 through 12)Stockholders equityCommon stock, $0.01 par value, 250,000,000 shares
    authorized; and, 82,417,324 and 81,958,846 shares issued
    and outstanding, respectively


0.8



0.8Additional paid-in capital


386.4



384.6Retained earnings


461.8



427.3Accumulated other comprehensive loss


(65.0
)


(52.5
)Total stockholders equity


784.0



760.2Total liabilities and stockholders equity

$
2,005.1


$
2,052.2    4




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##### Table of Contents



DRESSER-RAND
    GROUP INC.
  CONSOLIDATED
    STATEMENT OF CASH FLOWS
  Three Months Ended March 31,2009


2008(Unaudited; $ in millions)Cash flows from operating activitiesNet income

$
34.5


$
27.2Adjustments to arrive at net cash provided by operating
    activitiesDepreciation and amortization


12.3



12.4Deferred income taxes


(0.4
)


3.0Stock-based compensation


1.9



0.5Amortization of debt financing costs


0.8



0.8Provision for losses on inventory


0.9



0.4Plan settlement / curtailment amendment


(0.2
)


(7.2
)Loss on sale of property, plant and equipment


0.2



Working capital and otherAccounts receivable


63.6



54.5Inventories


(37.1
)


4.3Accounts payable and accruals


(38.3
)


(19.1
)Customer advances


8.0



(13.5
)Other


(22.8
)


(9.5
)Net cash provided by operating activities


23.4



53.8Cash flows from investing activitiesCapital expenditures


(7.0
)


(6.0
)Proceeds from sales of property, plant and equipment


1.0



0.2Net cash used in investing activities


(6.0
)


(5.8
)Cash flows from financing activitiesPayments of long-term debt


(0.1
)


(0.1
)Net cash used in financing activities


(0.1
)


(0.1
)Effect of exchange rate changes on cash and cash equivalents


(4.4
)


4.7Net increase in cash and cash equivalents


12.9



52.6Cash and cash equivalents, beginning of the period


147.1



206.2Cash and cash equivalents, end of period

$
160.0


$
258.8    5




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##### Table of Contents



DRESSER-RAND
    GROUP INC.NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
    STATEMENTS
    ($ in millions)
  1.
    Basis of
    presentation  Form 10-K
  2.
    New
    accounting standards  Noncontrolling Interests in Consolidated
    Financial Statements  an amendment of ARB
    No. 51 Consolidated Financial
    Statements
  Business Combinations
 6




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##### Table of Contents



DRESSER-RAND
    GROUP INC.
    NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
    ($ in millions)
  3.
    Intangible
    assets and goodwill    March 31, 2009


Weighted


December 31, 2008Accumulated


Average





AccumulatedCost


Amortization


Useful Lives


Cost


AmortizationTrade names

$
92.7


$
9.7



39 years


$
92.8


$
9.2Customer relationships


248.3



28.2



38 years



250.5



26.5Software


30.6



13.5



10 years



30.6



12.7Existing technology


136.1



23.5



24 years



136.3



22.1Non-compete agreement


2.1



0.4



4 years



2.1



0.2Total amortizable intangible assets

$
509.8


$
75.3






$
512.3


$
70.7       Three MonthsEndedMarch 31,2009Beginning balance

$
429.1Foreign currency adjustments


(10.2
)Ending balance

$
418.9   4.
    Inventories    March 31,


December 31,2009


2008Raw materials and supplies

$
160.0


$
141.7Work-in-process
    and finished goods


521.1



496.4681.1



638.1Less:Progress payments


(317.7
)


(309.6
)Inventories, net

$
363.4


$
328.5    7




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##### Table of Contents



DRESSER-RAND
    GROUP INC.
    NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
    ($ in millions)
  5.  Property,
    plant and equipment
    March 31,


December 31,2009


2008Land

$
14.1


$
14.7Buildings and improvements


86.2



88.0Machinery and equipment


270.9



266.3371.2



369.0Less:Accumulated depreciation


(124.7
)


(118.7
)Property, plant and equipment, net

$
246.5


$
250.3   6.
    Investments    7.
    Fair
    value measurements          Level 1

Unadjusted quoted prices in active markets for identical assets
    or liabilitiesLevel 2

Unadjusted quoted prices in active markets for similar assets or
    liabilities, orUnadjusted quoted prices for identical or similar assets or
    liabilities in markets that are not active, orInputs other than quoted prices that are observable for the
    asset or liabilityLevel 3

Unobservable inputs for the asset or liability    8




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##### Table of Contents



DRESSER-RAND
    GROUP INC.
    NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
    ($ in millions)
    March 31,


December 31,2009


2008Foreign currency exchange contracts assets

$
18.5


$
25.4Foreign currency exchange contracts liabilities

$
14.8


$
17.1     8.
    Income
    taxes    9.
    Pension
    plans    Three Months Ended March 31,2009


2008Service cost

$
1.5


$
1.8Interest cost


4.9



5.1Expected return on plan assets


(4.5
)


(5.8
)Amortization of prior service cost


0.2



Amortization of net actuarial loss


1.0



0.1Plan settlement


1.3



Net periodic pension cost

$
4.4


$
1.2    9




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##### Table of Contents



DRESSER-RAND
    GROUP INC.
    NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
    ($ in millions)
  10.
    Postretirement
    benefits other than pensions    Three Months Ended March 31,2009


2008Service cost

$



$
0.1Interest cost


0.3



0.5Amortization of prior service credit


(2.0
)


(1.8
)Amortization of net actuarial loss


0.2



Curtailment amendment






(7.2
)Net periodic postretirement benefits gain

$
(1.5
)

$
(8.4
)     11.
    Commitments
    and contingencies   10




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##### Table of Contents



DRESSER-RAND
    GROUP INC.
    NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
    ($ in millions)
            12.
    Warranty
    accruals   11




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##### Table of Contents



DRESSER-RAND
    GROUP INC.
    NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
    ($ in millions)
    Three Months EndedMarch 31,2009


2008Beginning balance

$
37.0


$
28.5Provisions for warranties issued during the period


4.3



5.1Adjustments to warranties issued in prior periods






1.3Payments during period


(3.3
)


(6.9
)Foreign currency adjustments


(0.9
)


0.9Ending balance

$
37.1


$
28.9   13.
    Segment
    information         12




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##### Table of Contents



DRESSER-RAND
    GROUP INC.
    NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
    ($ in millions)
    Three Months Ended March 31,2009


2008RevenuesNew units

$
278.4


$
149.5Aftermarket parts and services


230.5



214.3Total revenues

$
508.9


$
363.8Operating IncomeNew units

$
25.2


$
9.2Aftermarket parts and services


58.9



50.0Unallocated


(19.9
)


(12.3
)Total operating income

$
64.2


$
46.9Depreciation and AmortizationNew units

$
6.8


$
5.6Aftermarket parts and services


5.5



6.8Total depreciation and amortization

$
12.3


$
12.4Total Assets (including Goodwill)New units

$
333.2


$
286.8Aftermarket parts and services


736.0



705.1Unallocated


935.9



999.3Total assets

$
2,005.1


$
1,991.2   14.
    Stockholders
    equity    AccumulatedOtherCommon


Additional


Retained


ComprehensiveStock


Paid-in Capital


Earnings


(Loss) Income


TotalAt December 31, 2008

$
0.8


$
384.6


$
427.3


$
(52.5
)

$
760.2Stock-based employee compensation






1.8











1.8Net income










34.5







34.5Other comprehensive income (loss)Foreign currency adjustments














(12.4
)


(12.4
)Pension and other postretirement benefit plans  net
    of $0.1 tax:Benefit plans amortization














(0.4
)


(0.4
)Plan settlement














0.3



0.3At March 31, 2009

$
0.8


$
386.4


$
461.8


$
(65.0
)

$
784.0  13




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##### Table of Contents



DRESSER-RAND
    GROUP INC.
    NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
    ($ in millions)
    Three Months EndedMarch 31,2009


2008Net income

$
34.5


$
27.2Other comprehensive incomeForeign currency adjustments


(12.4
)


18.9Pension and other postretirement benefit plans  net
    of $0.1 taxAdoption of FASB Statement No. 158






(0.3
)Benefit plans amortization


(0.4
)


(1.0
)Benefit plan amendment






2.2Plan settlement / curtailment amendment


0.3



(4.5
)Net gain from remeasurement






0.9Total comprehensive income

$
22.0


$
43.4     15.
    Supplemental
    guarantor financial information    (Dresser-Rand pre-tax
 14




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##### Table of Contents



DRESSER-RAND
    GROUP INC.
    NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
    ($ in millions)
    CONDENSED
    CONSOLIDATING STATEMENT OF INCOME
    For the three months ended March 31, 2009
  Subsidiary


Subsidiary


ConsolidatingIssuer


Guarantors


Non-Guarantors


Adjustments


TotalNet sales

$



$
316.4


$
235.0


$
(42.5
)

$
508.9Cost of sales






227.0



179.1



(34.3
)


371.8Gross profit






89.4



55.9



(8.2
)


137.1Selling and administrative expenses


32.0



15.0



27.4



(6.8
)


67.6Research and development expenses






3.6



0.4







4.0Plan settlement










1.3







1.3(Loss) income from operations


(32.0
)


70.8



26.8



(1.4
)


64.2Equity earnings in affiliates


55.6



2.4







(58.0
)


Interest (expense) income, net


(7.7
)






0.7







(7.0
)Intercompany interest and fees


4.6



(0.8
)


(3.8
)






Other income (expense), net


0.8



(0.8
)


(4.3
)






(4.3
)Income before income taxes


21.3



71.6



19.4



(59.4
)


52.9(Benefit) provision for income taxes


(13.2
)


25.6



6.0







18.4Net income

$
34.5


$
46.0


$
13.4


$
(59.4
)

$
34.5   CONDENSED
    CONSOLIDATING STATEMENT OF INCOME
    For the three months ended March 31, 2008
  Subsidiary


Subsidiary


ConsolidatingIssuer


Guarantors


Non-Guarantors


Adjustments


TotalNet sales

$



$
276.0


$
116.5


$
(28.7
)

$
363.8Cost of sales






203.4



75.8



(21.1
)


258.1Gross profit






72.6



40.7



(7.6
)


105.7Selling and administrative expenses


32.5



14.3



22.7



(5.6
)


63.9Research and development expenses






2.0



0.1







2.1Curtailment amendment






(7.2
)










(7.2
)(Loss) income from operations


(32.5
)


63.5



17.9



(2.0
)


46.9Equity earnings in affiliates


50.3



1.1







(51.4
)


Interest (expense) income, net


(8.0
)






1.0







(7.0
)Intercompany interest and fees


1.5



(0.1
)


(1.4
)






Other (expense) income, net


(0.2
)


0.9



1.1







1.8Income before income taxes


11.1



65.4



18.6



(53.4
)


41.7(Benefit) provision for income taxes


(16.1
)


23.1



7.5







14.5Net income

$
27.2


$
42.3


$
11.1


$
(53.4
)

$
27.2  15




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##### Table of Contents



DRESSER-RAND
    GROUP INC.
    NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
    ($ in millions)
  CONDENSED
    CONSOLIDATING BALANCE SHEET
    March 31, 2009
  Subsidiary


Subsidiary


ConsolidatingIssuer


Guarantors


Non-Guarantors


Adjustments


TotalASSETSCash and cash equivalents

$
15.0


$



$
145.0


$



$
160.0Accounts receivable, net






147.3



147.0



0.6



294.9Inventories, net






243.5



129.1



(9.2
)


363.4Prepaid expenses and deferred income taxes


24.7



3.3



37.1



(0.6
)


64.5Total current assets


39.7



394.1



458.2



(9.2
)


882.8Investment in affiliates


1,711.3



65.7







(1,777.0
)


Property, plant and equipment, net






159.8



86.7







246.5Intangible assets, net






441.6



411.8







853.4Other assets


19.6



1.1



1.7







22.4Total assets

$
1,770.6


$
1,062.3


$
958.4


$
(1,786.2
)

$
2,005.1LIABILITIES AND STOCKHOLDERS EQUITYAccounts payable and accruals

$
16.2


$
316.0


$
361.3


$



$
693.5Loans payable






0.2











0.2Total current liabilities


16.2



316.2



361.3







693.7Long-term debt


370.0















370.0Intercompany accounts


593.8



(641.8
)


48.0







Other noncurrent liabilities


6.6



99.3



51.5







157.4Total liabilities


986.6



(226.3
)


460.8







1,221.1Common stock


0.8















0.8Other stockholders equity


783.2



1,288.6



497.6



(1,786.2
)


783.2Total stockholders equity


784.0



1,288.6



497.6



(1,786.2
)


784.0Total liabilities and stockholders equity

$
1,770.6


$
1,062.3


$
958.4


$
(1,786.2
)

$
2,005.1  16




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##### Table of Contents



DRESSER-RAND
    GROUP INC.
    NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
    ($ in millions)
  CONDENSED
    CONSOLIDATING BALANCE SHEET
    December 31, 2008
  Subsidiary


Subsidiary


ConsolidatingIssuer


Guarantors


Non-Guarantors


Adjustments


TotalASSETSCash and cash equivalents

$
26.5


$



$
120.6


$



$
147.1Accounts receivable, net






166.8



199.4



0.1



366.3Inventories, net






233.7



102.5



(7.7
)


328.5Prepaid expenses and deferred income taxes


23.1



3.7



39.3



(0.2
)


65.9Total current assets


49.6



404.2



461.8



(7.8
)


907.8Investment in affiliates


1,668.3



65.6







(1,733.9
)


Property, plant, and equipment, net






159.8



90.5







250.3Intangible assets, net






445.3



425.4







870.7Other assets


20.4



1.2



1.8







23.4Total assets

$
1,738.3


$
1,076.1


$
979.5


$
(1,741.7
)

$
2,052.2LIABILITIES AND STOCKHOLDERS EQUITYAccounts payable and accruals

$
(55.9
)

$
416.9


$
375.1


$



$
736.1Loans payable






0.2











0.2Total current liabilities


(55.9
)


417.1



375.1







736.3Long-term debt


370.0



0.1











370.1Intercompany accounts


660.7



(712.4
)


51.7







Other noncurrent liabilities


3.3



125.9



56.4







185.6Total liabilities


978.1



(169.3
)


483.2







1,292.0Common stock


0.8















0.8Other stockholders equity


759.4



1,245.4



496.3



(1,741.7
)


759.4Total stockholders equity


760.2



1,245.4



496.3



(1,741.7
)


760.2Total liabilities and stockholders equity

$
1,738.3


$
1,076.1


$
979.5


$
(1,741.7
)

$
2,052.2  17




---



##### Table of Contents



DRESSER-RAND
    GROUP INC.
    NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
    ($ in millions)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
    For the three months ended March 31, 2009
  Subsidiary


Subsidiary


ConsolidatingIssuer


Guarantors


Non-Guarantors


Adjustments


TotalCash flows from operating activitiesNet cash provided by (used in) operating activities

$
55.4


$
(64.8
)

$
32.8


$



$
23.4Cash flows from investing activitiesCapital expenditures






(6.6
)


(0.4
)






(7.0
)Proceeds from sale of property, plant and equipment






1.0











1.0Net cash used in investing activities






(5.6
)


(0.4
)






(6.0
)Cash flows from financing activitiesPayment of long-term debt






(0.1
)










(0.1
)Change in intercompany accounts


(66.9
)


70.5



(3.6
)






Net cash (used in) provided by financing activities


(66.9
)


70.4



(3.6
)






(0.1
)Effect of exchange rate changes










(4.4
)






(4.4
)Net (decrease) increase in cash and equivalents


(11.5
)






24.4







12.9Cash and cash equivalents, beginning of period


26.5







120.6







147.1Cash and cash equivalents, end of period

$
15.0


$



$
145.0


$



$
160.0  18




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##### Table of Contents



DRESSER-RAND
    GROUP INC.
    NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
    ($ in millions)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
    For the three months ended March 31, 2008
  Subsidiary


Subsidiary


ConsolidatingIssuer


Guarantors


Non-Guarantors


Adjustments


TotalCash flows from operating activitiesNet cash (used in) provided by operating activities

$
(49.1
)

$
86.4


$
16.6


$
(0.1
)

$
53.8Cash flows from investing activitiesCapital expenditures






(4.4
)


(1.6
)






(6.0
)Proceeds from sale of property, plant and equipment






0.1



0.1







0.2Net cash used in investing activities






(4.3
)


(1.5
)






(5.8
)Cash flows from financing activitiesPayment of long-term debt






(0.1
)










(0.1
)Change in intercompany accounts


88.7



(82.0
)


(6.8
)


0.1



Net cash provided by (used in) financing activities


88.7



(82.1
)


(6.8
)


0.1



(0.1
)Effect of exchange rate changes










4.7







4.7Net increase in cash and equivalents


39.6







13.0







52.6Cash and cash equivalents, beginning of period


70.7







135.5







206.2Cash and cash equivalents, end of period

$
110.3


$



$
148.5


$



$
258.8   16.
    Subsequent
    event   19




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##### Table of Contents



ITEM 2.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS ($ in millions)  Overview
           20




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##### Table of Contents



Results
    of Operations
  Three
    months ended March 31, 2009, compared to the three months
    ended March 31, 2008:
  Three Months Ended


Three Months EndedMarch 31,


March 31,


Period to Period Change2009


2008


2008 to 2009


% ChangeStatement of Operations Data:Total revenues

$
508.9



100.0
%

$
363.8



100.0
%

$
145.1



39.9
%Cost of sales


371.8



73.1



258.1



70.9



113.7



44.1
%Gross profit


137.1



26.9



105.7



29.1



31.4



29.7
%Selling and administrative expenses


67.6



13.3



63.9



17.6



3.7



5.8
%Research and development expenses


4.0



0.8



2.1



0.6



1.9



90.5
%Plan settlement / curtailment amendment


1.3



0.2



(7.2
)


(2.0
)


8.5



(118.1
)%Operating income


64.2



12.6



46.9



12.9



17.3



36.9
%Interest expense, net


(7.0
)


(1.4
)


(7.0
)


(1.9
)






0.0
%Other (expense) income, net


(4.3
)


(0.8
)


1.8



0.5



(6.1
)


(338.9
)%Income before income taxes


52.9



10.4



41.7



11.5



11.2



26.8
%Provision for income taxes


18.4



3.6



14.5



4.0



3.9



26.9
%Net income

$
34.5



6.8
%

$
27.2



7.5
%

$
7.3



26.8
%Bookings

$
355.8






$
575.7






$
(219.9
)


(38.2
)%Backlog - ending

$
2,087.6






$
2,122.3






$
(34.7
)


(1.6
)%   Total revenues.
  Cost of sales.
  Gross profit.
  Selling and administrative expenses.
 21




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##### Table of Contents



Research and development expenses.
  Plan settlement / curtailment
    amendment.
    Operating income.
  Interest expense, net.
  Other (expense) income, net.
  Provision for income taxes.
  Bookings and backlog.
 22




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##### Table of Contents



Segment
    information
          Segment
    Analysis  three months ended March 31, 2009,
    compared to three months ended
    March 31, 2008:
  Three Months Ended March 31,





Period to Period Change2009





2008





2008 to 2009


% ChangeRevenuesNew units

$
278.4



54.7
%

$
149.5



41.1
%

$
128.9



86.2
%Aftermarket parts and services


230.5



45.3
%


214.3



58.9
%


16.2



7.6
%Total revenues

$
508.9



100.0
%

$
363.8



100.0
%

$
145.1



39.9
%Gross profitNew units

$
47.5






$
25.3






$
22.2



87.7
%Aftermarket parts and services


89.6







80.4







9.2



11.4
%Total gross profit

$
137.1






$
105.7






$
31.4



29.7
%Operating incomeNew units

$
25.2






$
9.2






$
16.0



173.9
%Aftermarket parts and services


58.9







50.0







8.9



17.8
%Unallocated


(19.9
)






(12.3
)






(7.6
)


61.8
%Total operating income

$
64.2






$
46.9






$
17.3



36.9
%BookingsNew units

$
109.4






$
339.0






$
(229.6
)


(67.7
)%Aftermarket parts and services


246.4







236.7







9.7



4.1
%Total bookings

$
355.8






$
575.7






$
(219.9
)


(38.2
)%Backlog - endingNew units

$
1,663.4






$
1,779.6






$
(116.2
)


(6.5
)%Aftermarket parts and services


424.2







342.7







81.5



23.8
%Total backlog

$
2,087.6






$
2,122.3






$
(34.7
)


(1.6
)%   New
    Units
  Revenues.
 23




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##### Table of Contents



Gross profit.
  Operating income.
  Bookings and Backlog.
  Aftermarket
    Parts and Services
  Revenues.
  Gross profit.
  Operating income.
  Bookings and Backlog.
  Liquidity
    and Capital Resources
   24




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##### Table of Contents



work-in-process Work-in-process
        New
    accounting standards
  Noncontrolling Interests in Consolidated
    Financial Statements  an amendment of ARB
    No. 51 Consolidated Financial
    Statements
  Business Combinations
 25




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##### Table of Contents



SPECIAL
    NOTE REGARDING FORWARD-LOOKING STATEMENTS
  form 10-Q Form 10-Q,
  
    the economic recession and the volatility and disruption of the
    credit markets;
    economic or industry downturns;
    our inability to implement our business strategy to increase our
    aftermarket parts and services revenue;
    our inability to generate cash and access capital on reasonable
    terms;
    competition in our markets;
    failure to integrate our acquisitions, or achieve the expected
    benefits from any future acquisitions;
    economic, political, currency and other risks associated with
    our international sales and operations;
    fluctuations in currency values and exchange rates;
    loss of our senior management or other key personnel;
    environmental compliance costs and liabilities;
    failure to maintain safety performance acceptable to our clients;
    failure to negotiate new collective bargaining agreements;
    unexpected product claims or regulations;
    infringement of our intellectual property rights or our
    infringement of others intellectual property rights;
    our pension expenses and funding requirements; and
    other factors described in this report and as set forth in the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2008.  ITEM 3.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK ($ in
    millions)  non-U.S. subsidiaries
   26




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##### Table of Contents



ITEM 4.
    CONTROLS
    AND PROCEDURES  Rules 13a-15(e)
   PART II. 
    OTHER INFORMATION  ITEM 1.
    LEGAL
    PROCEEDINGS ($ in millions)           27




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##### Table of Contents



ITEM 2.
    UNREGISTERED
    SALES OF EQUITY SECURITIES AND USE OF PROCEEDS  Issuer
    Purchases of Equity Securities
    ApproximateDollar Valueof SharesTotal Number


That May Yetof Shares


Be PurchasedTotal Number


Average Price


Purchased as Part of


Under theof Shares


Paid per


Publicly Announced Plans


Plans orPeriod

Purchased(1)


Share


or Programs


ProgramsJanuary 2009


1,116


$
18.77







February 2009


28,985


$
21.48







March 2009


1,886


$
20.70







Total


31,987







     (1)
    
    These shares were delivered to us as payment of withholding
    taxes due on the vesting of restricted stock issued under our
    Stock Incentive Plan.  ITEM 5.
    OTHER
    EVENTS  None
 28




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##### Table of Contents



ITEM 6.
    EXHIBITS    Exhibit No.

Description3
.1

Amended and Restated Certificate of Incorporation of
    Dresser-Rand Group Inc. (incorporated by reference to Exhibit
    3.1 to Dresser-Rand Group Inc.s Registration Statement on
    Form S-1/A, filed July 18, 2005, File No. 333-124963).3
.2

Amended and Restated By-Laws of Dresser-Rand Group Inc.
    (incorporated by reference to Exhibit 3.1 to Dresser-Rand Group
    Inc.s Current Report on Form 8-K, filed November 16, 2007,
    File No. 001-32586).10
.1

The Dresser-Rand Company Non-Qualified Retirement Plan, restated
    effective as of January 1, 2009 (incorporated by reference to
    Exhibit 10.42 to Dresser-Rand Group Inc.s Annual Report on
    Form 10-K, filed February 23, 2009, File No. 001-32586).*10
.2

Dresser-Rand Non-Employee Director Fee Deferral Plan, effective
    as of January 1, 2009 (incorporated by reference to Exhibit
    10.43 to Dresser-Rand Group Inc.s Annual Report on Form
    10-K, filed February 23, 2009, File No. 001-32586).10
.3

Letter of Agreement, dated January 24, 2009, from Dresser-Rand
    S.A. to Jean-Francois Chevrier (incorporated by reference to
    Exhibit 10.48 to Dresser-Rand Group Inc.s Annual Report on
    Form 10-K, filed February 23, 2009, File No. 001-32586).*10
.4

Form of Grant Notice for 2008 Stock Incentive Plan Restricted
    Stock for Non-Employee Directors (incorporated by reference to
    Exhibit 10.49 to Dresser-Rand Group Inc.s Annual Report on
    Form 10-K, filed February 23, 2009, File No. 001-32586).10
.5

Form of Grant Notice for 2008 Stock Incentive Plan Restricted
    Stock Units for Non-Employee Directors (incorporated by
    reference to Exhibit 10.50 to Dresser-Rand Group Inc.s
    Annual Report on Form 10-K, filed February 23, 2009, File No.
    001-32586).31
.1

Certification of the President and Chief Executive Officer
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31
.2

Certification of the Executive Vice President and Chief
    Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.32
.1

Certification of the President and Chief Executive Officer
    pursuant to Title 18, United States Code, Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002 (furnished herewith). (This certification is being
    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 that
    the Registrant specifically incorporates it by reference).32
.2

Certification of the Executive Vice President and Chief
    Financial Officer pursuant to Title 18, United States Code,
    Section 1350, as adopted pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002 (furnished herewith). (This
    certification is being 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 that the Registrant specifically
    incorporates it by reference).     *
    
    Executive Compensation Plans and Arrangements. 29




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SIGNATURES    DRESSER-RAND GROUP INC.
  
       30