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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Carano Mark A 		2. Issuer Name and Ticker or Trading Symbol

Babcock & Wilcox Co [ BWC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP & Chief Corp. Dev. Officer
(Last)          (First)          (Middle)

13024 BALLANTYNE CORPORATE PLACE, SUITE 700 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/2/2015
(Street)

CHARLOTTE, NC 28277
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/3/2015     M    122   A $0   2246   D  
 
Common Stock   3/3/2015     F    122   D $30.75   2124   D  
 
Common Stock                  432   (1) I   401k Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Restricted Stock Units   $0   3/2/2015     A   (2)    4985         (3) 3/2/2018   Common Stock   4985   $0   4985   D  
 
Restricted Stock Units   $0   3/2/2015     A   (2)    4830         (4) 3/2/2018   Common Stock   4830   $0   4830   D  
 
Stock Options (right to buy)   $30.92   3/2/2015     A   (5)    26910         (6) 3/2/2025   Common Stock   26910   $0   26910   D  
 
Restricted Stock Units   $0   3/3/2015     M   (7)       122      (8) 3/3/2017   Common Stock   122   $0   3337   (7) D  
 

Explanation of Responses:
( 1)  Based on number of units held in the BWC Thrift Plan and the fair market value of BWC common stock as of March 2, 2015.
( 2)  Grant of restricted stock units pursuant to the Amended and Restated 2010 Long-Term Incentive Plan of The Babcock & Wilcox Company. Each restricted stock unit represents a contingent right to receive one share of BWC common stock.
( 3)  100% of the RSUs vest on March 2, 2018.
( 4)  RSUs vest in three equal annual installments beginning March 2, 2016.
( 5)  Grant of stock options pursuant to the Amended and Restated 2010 Long-Term Incentive Plan of The Babcock & Wilcox Company.
( 6)  Stock options vest in three equal annual installments beginning March 2, 2016.
( 7)  The reporting person elected to defer receipt of all shares underlying the RSUs. On March 3, 2015, 1,153 RSUs vested and 122 of those shares were withheld to fulfill tax obligations. In accordance with his deferral election, vested shares will be delivered to the reporting person in five annual installments beginning six months following termination of employment.
( 8)  RSUs vest in three equal annual installments beginning March 3, 2015.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Carano Mark A
13024 BALLANTYNE CORPORATE PLACE
SUITE 700
CHARLOTTE, NC 28277

SVP & Chief Corp. Dev. Officer

Signatures
Mark A. Carano, by Angela P. Winter, attorney-in-fact 3/4/2015
** Signature of Reporting Person Date


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