Sec Form 4 Filing - KINGSLEY OLIVER D JR @ Babcock & Wilcox Co - 2010-08-02

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 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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1. Name and Address of Reporting Person KINGSLEY OLIVER D JR 2. Issuer Name and Ticker or Trading Symbol Babcock & Wilcox Co [ BWC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 13024 BALLANTYNE CORPORATE PLACE, SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 08/02/2010 (Street) CHARLOTTE, NC28277 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 12,484 ( 1 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options (right to buy) $ 6.51 08/02/2010 A( 2 ) V 15,501 ( 3 ) 05/12/2015 Common Stock 15,501 $ 0 15,501 D Stock Options (right to buy) $ 20.24 08/02/2010 A( 2 ) V 930 ( 3 ) 05/03/2016 Common Stock 930 $ 0 930 D Stock Options (right to buy) $ 6.43 08/02/2010 A( 2 ) V 2,790 ( 3 ) 05/04/2015 Common Stock 2,790 $ 0 2,790 D Stock Options (right to buy) $ 4.38 08/02/2010 A( 2 ) V 465 ( 3 ) 11/01/2014 Common Stock 465 $ 0 465 D Stock Options (right to buy) $ 27.93 08/02/2010 A( 2 ) V 930 ( 3 ) 05/04/2017 Common Stock 930 $ 0 930 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KINGSLEY OLIVER D JR 13024 BALLANTYNE CORPORATE PLACE SUITE 700 CHARLOTTE, NC28277 X Signatures Angela P. Winter 08/11/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes shares of BWC common stock acquired in the pro-rata distribution of BWC common stock from McDermott International, Inc. ("MII") (the "Spin-off"). ( 2 )Grant of stock options received in connection with the Spin-off and converted from MII stock options held by the Reporting Person as of the Spin-off. ( 3 )100% of stock options are vested.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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