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):

~~September 29~~January 9, ~~2005~~ 2006

DRESSER, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-32372	75-2795365
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

15455 Dallas Parkway, Suite 1100

Addison, Texas 75001

(Address of principal executive offices) (zip code)

(972) 361-9800

(Registrant’s Telephone Number, Including Area Code)

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:

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

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

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

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

Item 15.0102. ~~Material~~Departure ~~Definitive~~of ~~Agreement~~Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On ~~September 29~~January 9, ~~2005~~2006, Dresser, Inc. (the “Company”) ~~entered~~announced ~~into~~that anRobert ~~amendment and waiver (“Amendment No~~D. ~~11”) to its~~ ~~Credit~~Woltil ~~Agreement~~has ~~dated~~been asappointed ~~of April 10, 2001,~~ as ~~amended~~Senior byVice ~~Amendments~~President ~~No. 1 through 10 thereto~~ and asChief ~~modified~~Financial byOfficer ~~the Consent dated as~~ of ~~June 3, 2004 (as amended and modified,~~ the ~~“Credit Agreement”), among the~~ Company~~, D~~.I. ~~Luxembourg S~~Mr.~~A.R.L.,~~ Woltil ~~DEG~~succeeds ~~Acquisitions,~~James ~~LLC,~~A. ~~Dresser Holdings~~Nattier, ~~Inc.,~~who ~~the~~will ~~Subsidiary~~remain ~~Guarantors~~with ~~party to~~ the ~~Credit Agreement and the lenders under the Credit Agreement. Amendment No. 11 extends to November 14, 2005, the~~ Company’s ~~deadline~~in ~~for~~his ~~providing~~capacity ~~its senior~~as ~~secured~~Executive ~~lenders~~Vice ~~with audited financial statements for the year ended December 31~~President, ~~2004,~~Ethics and revised audited financial statements, to the extent that financial statements for the years ended 2002 or 2003 are required to be restated in connection with the preparation of the 2004 financial statementsCompliance. ~~Amendment~~A ~~No.~~copy ~~11 also waives any default or event~~ of ~~default relating in any respect to the re-audit, revision or restatement of any financial statement delivered to the lenders under~~ the ~~Credit~~related ~~Agreement~~press ~~prior~~release tois ~~November~~attached ~~14,~~hereto ~~2005,~~as ~~including~~Exhibit ~~any default or event of default relating in any respect to any errors contained in such financial statements~~99. ~~Amendment No~~1. 11 also amends the Credit Agreement to permit the recently announced sales of the Company’s On/Off Valve and Instruments businesses and provide for the repayment of amounts owing under the Credit Agreement using the Net Cash Proceeds (as defined therein) realized from the sales.

In ~~addition,~~connection with onthe ~~September 29~~appointment, ~~2005,~~ the Company and Mr. Woltil entered into ~~a fourth consent and waiver (~~the ~~“Consent”)~~ toExecutive ~~its~~Employment ~~Senior Unsecured Term Loan~~ Agreement, ~~dated~~attached ashereto ~~of March 1, 2004,~~ as ~~modified~~Exhibit by99.2. ~~the~~The ~~Consent~~Employment ~~and~~Agreement ~~Waiver~~is ~~dated~~effective as of ~~March 18~~January 1, ~~2005,~~2006 ~~the Second Consent~~ and ~~Waiver~~provides ~~dated~~for, asamong ofother ~~May 27~~things, ~~2005,~~a ~~and the Third Consent and Waiver~~minimum ~~dated~~annual asbase salary of ~~July 14~~$350,000 ~~2005~~and ~~(as~~participation ~~modified,~~in the ~~“Term Loan Agreement”), among the~~ Company,’s ~~D.I.~~annual ~~Luxembourg~~incentive Splan.~~A.R.L.,~~ ~~DEG Acquisitions, LLC, Dresser Holdings, Inc~~Mr., Woltil ~~the~~also ~~Subsidiary~~is ~~Guarantors~~entitled ~~party~~ to ~~the~~participate ~~Senior~~in ~~Unsecured Term Loan Agreement, and~~ the ~~lenders named therein. The Consent extends to November 14, 2005, the~~ Company’s ~~deadline~~benefit ~~for~~plans ~~providing~~to ~~its lenders under~~ the ~~Term~~same ~~Loan~~extent ~~Agreement~~as ~~with~~other ~~audited~~executives ~~financial~~generally. ~~statements~~In ~~for~~addition, ~~the~~he ~~year~~has certain ~~ended~~severance ~~December 31~~payment, ~~2004~~vesting and ~~extends~~other ~~to November~~rights ~~14,~~in ~~2005,~~ the ~~Company’s~~event ~~deadline~~his ~~for~~employment ~~providing~~is ~~these~~terminated ~~lenders~~under ~~with~~certain ~~unaudited~~conditions ~~financial~~and ~~statements~~would ~~for~~be ~~the~~bound ~~fiscal~~by ~~quarters~~a ~~ended~~one-year ~~March~~covenant ~~31,~~not ~~2005~~to ~~and~~compete ~~June~~upon ~~30,~~certain ~~2005~~termination events. ~~The~~In ~~Consent~~addition, ~~also~~Mr. Woltil ~~waives~~has ~~any default or event of default relating in any~~been ~~respect~~granted options to ~~the~~purchase ~~re-audit~~25,000 ~~revision~~shares ~~or restatement~~ of ~~any~~common ~~financial~~stock ~~statement~~of ~~delivered to the lenders under the Term Loan Agreement prior to November 14~~Dresser, ~~2005~~Ltd., ~~including~~a ~~any~~parent ~~default or event of default relating in any respect to any errors contained in such financial statements~~company.

Notwithstanding the foregoing arrangements, the Company has not yet furnished its 2004 Annual Report on Form 10-K and 2005 First and Second Quarter Reports on Form 10-Q to its bondholders as required by the Indenture for the Company’s 9 3/8% Senior Subordinated Notes. The Company expects to resolve this issue under the Indenture upon the filing of these reports with the Securities and Exchange Commission.

Item 5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics

On September 30, 2005, the Company waived a potential conflict of interest under its Code of Conduct relating to Robert D. Woltil, its Senior Vice President, Finance and Accounting. Since July 11, 2005, the Company has used Tatum Partners LLP to provide consulting services on a variety of accounting, information technology and other projects. Prior to his September 2005 appointment as an officer of the Company, Mr. Woltil was, and since his appointment continues to be, a general partner of Tatum Partners. As an officer of the Company, Mr. Woltil has confirmed that he receives no direct compensation from Tatum Partners for his services, is not required to perform work for any other Tatum Partners clients, and has no ongoing rights or obligations with respect to the partnership other than his $5,000 capital account and the annual gain or loss on such amount. While Mr. Woltil’s responsibilities as an officer require him to interact with other Tatum partners assigned as consultants to the Company, he has indicated that he will recuse himself from all decisions that affect the business relationship between the Company and Tatum Partners, including the approval of payments, determination of rates, expansion or contraction of the level of service provided by the partnership, or other similar matters. All such decisions will be made by Patrick M. Murray, the Company’s Chief Executive Officer, or his designee.

Item 9.01.

Financial Statements and Exhibits

(a)

Exhibits

4.1 Amendment No. 11 to the Credit Agreement, dated September 29, 2005, among Dresser, Inc., D.I. Luxembourg S.A.R.L., DEG Acquisitions, LLC, Dresser Holdings, Inc., the Subsidiary Guarantors party to the Credit Agreement and the Lenders named therein.



99.1		Press release dated January 9, 2006 relating to the appointment of Robert D. Woltil as Senior Vice President and Chief Financial Officer.

99.2		Executive Employment Agreement, dated as of January 1, 2006, between the Company and Robert D. Woltil.

4.2 Fourth Consent and Waiver under the Senior Unsecured Term Loan Agreement, dated September 29, 2005, among Dresser, Inc., D.I. Luxembourg S.A.R.L., DEG Acquisitions, LLC, Dresser Holdings, Inc., the Subsidiary Guarantors party to the Senior Unsecured Term Agreement, and the Lenders named therein.

SIGNATURES

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

Date: ~~October 4~~January 9, ~~2005~~2006

Dresser, Inc. /s/ PATRICK M. MURRAY Patrick M. Murray Chief Executive Officer and Chairman of the Board ~~/s/ JAMES A. NATTIER James A. Nattier Executive Vice President and Chief Financial Officer /s/ THOMAS J. KANUK Thomas J. Kanuk Corporate Controller and Chief Accounting Officer~~

/s/ ROBERT D. WOLTIL

Robert D. Woltil

Senior Vice President and

Chief Financial Officer

/s/ THOMAS J. KANUK

Thomas J. Kanuk

Corporate Controller and

Chief Accounting Officer

EXHIBIT INDEX

Exhibit No.		Description
4.1		Amendment No. 11 to the Credit Agreement, dated September 29, 2005, among Dresser, Inc., D.I. Luxembourg S.A.R.L., DEG Acquisitions, LLC, Dresser Holdings, Inc., the Subsidiary Guarantors party to the Credit Agreement and the Lenders named therein.
99.1		Press release dated January 9, 2006 relating to the appointment of Robert D. Woltil as Senior Vice President and Chief Financial Officer.
4.2		Fourth Consent and Waiver under the Senior Unsecured Term Loan Agreement, dated September 29, 2005, among Dresser, Inc., D.I. Luxembourg S.A.R.L., DEG Acquisitions, LLC, Dresser Holdings, Inc., the Subsidiary Guarantors party to the Senior Unsecured Term Loan Agreement, and the Lenders named therein.
99.2		Executive Employment Agreement, dated as of January 1, 2006, between the Company and Robert D. Woltil.

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