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<B><P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION<BR>


<FONT SIZE=2>WASHINGTON, D.C. 20549<BR>


</P>


</FONT><FONT SIZE=5><P ALIGN="CENTER">FORM 8-K<BR>


</P>


</FONT><P ALIGN="CENTER">CURRENT REPORT<BR>


<BR>


<FONT SIZE=2>Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934<BR>


</B></FONT><FONT SIZE=1><BR>


</FONT><B><FONT SIZE=2>Date of Report (Date of earliest event reported):<BR>


</P>


<P ALIGN="CENTER">November 16, 2005<BR>


</P>


</FONT><FONT SIZE=5><P ALIGN="CENTER">DRESSER, INC.</FONT><FONT SIZE=5><BR>


</FONT><FONT SIZE=1>(Exact name of registrant as specified in its charter)</P>


</B></FONT>


<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 WIDTH=712>


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<B><FONT SIZE=1><P ALIGN="CENTER">Delaware</B></FONT></TD>


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<FONT SIZE=1><P>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>


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<B><FONT SIZE=1><P ALIGN="CENTER">001-32372</B></FONT></TD>


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<FONT SIZE=1><P>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>


<TD WIDTH="31%" VALIGN="BOTTOM">


<B><FONT SIZE=1><P ALIGN="CENTER">75-2795365</B></FONT></TD>


</TR>


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<B><FONT SIZE=1><P ALIGN="CENTER">(State or Other Jurisdiction of Incorporation)</B></FONT></TD>


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<FONT SIZE=1><P>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>


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<B><FONT SIZE=1><P ALIGN="CENTER">(Commission File Number)</B></FONT></TD>


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<FONT SIZE=1><P>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>


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<B><FONT SIZE=1><P ALIGN="CENTER">(I.R.S. Employer Identification No.)</B></FONT></TD>


</TR>


</TABLE>


</CENTER></P>





<FONT SIZE=1>


</FONT><B><FONT SIZE=1><P ALIGN="CENTER">15455 Dallas Parkway, Suite 1100<BR>


Addison, Texas 75001<BR>


</FONT><FONT SIZE=1>(Address of principal executive offices) (zip code)<BR>


</P>


</FONT><FONT SIZE=1><P ALIGN="CENTER">(972) 361-9800<BR>


</FONT><FONT SIZE=1>(Registrant's Telephone Number, Including Area Code)</P>


</B><P ALIGN="CENTER"></P>


<P ALIGN="CENTER"><A NAME="id_3"><A NAME="id_4"><A NAME="id_5"><A NAME="id_6"></A></A></A></A></P>


</FONT><B><FONT SIZE=2><P>Item 7.01. Regulation FD Disclosure</P>


</FONT><FONT SIZE=1>


</FONT><U><P>Financial Information</B></U>.  Dresser, Inc. (the &quot;Company&quot;) considers it appropriate to disclose the following financial information, which is unaudited and subject to change pending the completion of the Company's previously announced restatement of its prior financial statements and the filing of its Annual Report on Form 10-K for the year ended December 31, 2004, and its Quarterly Reports on Form 10-Q for the first, second and third quarters of 2005.</P>





<P>Actual and pro forma financial information as of and for the 12 month periods ending June 30, 2005 and 2004 are as follows (in millions of dollars):</P>





<B><P>&#9;<U>__________________12 Months Ended_______________</P>





</U><P>&#9;<U>June 30, 2004</U>&#9;<U>June 30, 2004</U>&#9;&#9;<U>June 30, 2005 </P>


</U><P>&#9;&#9;&#9;<U>Pro Forma (3)&#9;Pro Forma (3)</P>


</B></U>


<P>Revenues&#9; $1,826&#9; $1,260&#9; &#9; $1,601</P>


<P>EBITDA (1)&#9;      144&#9;      128&#9; &#9;      130</P>


<P>&#9;Backlog&#9;&#9;      560&#9;      &#9;      383&#9;&#9;      467</P>


<P>&#9;Net Debt (2)&#9;&#9;   1,012&#9;      &#9;      762&#9;  &#9;      755</P>


<P>&#9;</P>


<P>(1) Earnings before interest, taxes, depreciation and amortization.</P>


<P>&#9;(2) Total debt net of unrestricted cash.</P><DIR>


<DIR>


<DIR>





<P>(3) Pro forma results reflect the effects of the pending sales of the Company's On/Off and Instruments businesses as if those sales occurred at the beginning of each period presented.</P>


</DIR>


</DIR>


</DIR>





<P>The Company expects the restatement of its prior financial statements to result in a cumulative $6.6 million positive non-cash adjustment to net income through September 30, 2004.  </P>





<B><U><P>Sanctioned Country Sales</B></U>.  The Company's investigation of its sales to sanctioned countries has been completed, and voluntary disclosure reports have been submitted to the U.S. Commerce and Treasury departments.  It remains unclear as to what extent the various activities reported to these government agencies violate U.S. export control and economic sanctions regulations and what penalties the government agencies may seek to impose for conduct that is found to be unlawful.  Accordingly, the Company is unable to determine at this time the extent of violations or the nature or size of the penalties to which the Company may be subject as a result of any unauthorized dealings with U.S.-sanctioned countries.  If the Company is found to be in violation of the applicable Commerce and Treasury department regulations restricting dealings with Iran, Sudan and Cuba (and in the past, Iraq and Libya), it could be subject to civil or criminal penalties, including fines and/or suspension of the privilege to engage in export trading or to have its foreign affiliates receive U.S.-origin goods, software or technology.</P>





<P>The Company believes that a loss in connection with this matter is probable and currently estimates its minimum probable liability to be approximately $0.8 million, which it recorded as a reserve in the fourth quarter of 2004.  Given that the resolution of these issues is inherently uncertain at this time, the Company is not able to reasonably estimate the maximum amount or a meaningful range of probable or reasonably likely liability that could result from an adverse resolution of this matter or any related private causes of action that may arise.  Since the Commerce and Treasury departments could impose aggregate penalties in excess of the reserve, and these amounts could be substantial, the Company cannot currently predict whether the ultimate resolution of this matter will have a material adverse effect on its business, including its ability to do business outside the United States, or on its financial condition.  In addition, the Company's expenses related to the investigation and remedial actions have been and may continue to be substantial.</P>


<B><FONT SIZE=2><P ALIGN="CENTER"></P>


<P ALIGN="CENTER">SIGNATURES</P>


</B></FONT><FONT SIZE=1><P>&nbsp;</P>


</FONT><B><FONT SIZE=2><P>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.</P>


</B></FONT><FONT SIZE=1><P>&nbsp;</P>





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<FONT SIZE=1><P>Date:&#9;November 16, 2005&#9;</P>





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<P>&nbsp;</FONT></TD>


<TD WIDTH="40%" VALIGN="TOP" HEIGHT=170>


<B><FONT SIZE=1><P>Dresser, Inc.<BR>


</P>


</B><P>/s/&nbsp; PATRICK M. MURRAY<BR>


<B>Patrick M. Murray<BR>


Chief Executive Officer and</P>


<P>Chairman of the Board&#9;<BR>


</P>


</B><P>/s/&nbsp; JAMES A. NATTIER<BR>


<B>James A. Nattier<BR>


Executive Vice President and<BR>


Chief Financial Officer<BR>


</P>


</B><P>/s/&nbsp; THOMAS J. KANUK<BR>


<B>Thomas J. Kanuk<BR>


Corporate Controller and<BR>


Chief Accounting Officer</B></FONT></TD>


</TR>


</TABLE>





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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):
November 16, 2005
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)
Item 7.01. Regulation FD Disclosure
Financial Information
.  Dresser, Inc. (the "Company") considers it appropriate to disclose the following financial information, which is unaudited and subject to change pending the completion of the Company's previously announced restatement of its prior financial statements and the filing of its Annual Report on Form 10-K for the year ended December 31, 2004, and its Quarterly Reports on Form 10-Q for the first, second and third quarters of 2005.
Actual and pro forma financial information as of and for the 12 month periods ending June 30, 2005 and 2004 are as follows (in millions of dollars):
__________________12 Months Ended_______________
June 30, 2004
June 30, 2004
June 30, 2005
Pro Forma (3)	Pro Forma (3)
Revenues	 $1,826	 $1,260	 	 $1,601
EBITDA (1)	      144	      128	 	      130
Backlog		      560	      	      383		      467
Net Debt (2)		   1,012	      	      762	  	      755
(1) Earnings before interest, taxes, depreciation and amortization.
(2) Total debt net of unrestricted cash.
(3) Pro forma results reflect the effects of the pending sales of the Company's On/Off and Instruments businesses as if those sales occurred at the beginning of each period presented.
The Company expects the restatement of its prior financial statements to result in a cumulative $6.6 million positive non-cash adjustment to net income through September 30, 2004.
Sanctioned Country Sales
.  The Company's investigation of its sales to sanctioned countries has been completed, and voluntary disclosure reports have been submitted to the U.S. Commerce and Treasury departments.  It remains unclear as to what extent the various activities reported to these government agencies violate U.S. export control and economic sanctions regulations and what penalties the government agencies may seek to impose for conduct that is found to be unlawful.  Accordingly, the Company is unable to determine at this time the extent of violations or the nature or size of the penalties to which the Company may be subject as a result of any unauthorized dealings with U.S.-sanctioned countries.  If the Company is found to be in violation of the applicable Commerce and Treasury department regulations restricting dealings with Iran, Sudan and Cuba (and in the past, Iraq and Libya), it could be subject to civil or criminal penalties, including fines and/or suspension of the privilege to engage in export trading or to have its foreign affiliates receive U.S.-origin goods, software or technology.
The Company believes that a loss in connection with this matter is probable and currently estimates its minimum probable liability to be approximately $0.8 million, which it recorded as a reserve in the fourth quarter of 2004.  Given that the resolution of these issues is inherently uncertain at this time, the Company is not able to reasonably estimate the maximum amount or a meaningful range of probable or reasonably likely liability that could result from an adverse resolution of this matter or any related private causes of action that may arise.  Since the Commerce and Treasury departments could impose aggregate penalties in excess of the reserve, and these amounts could be substantial, the Company cannot currently predict whether the ultimate resolution of this matter will have a material adverse effect on its business, including its ability to do business outside the United States, or on its financial condition.  In addition, the Company's expenses related to the investigation and remedial actions have been and may continue to be substantial.
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:	November 16, 2005
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