SECURITIES AND EXCHANGE COMMISSION

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):     July 19, 2004

DOVER CORPORATION

Registrant’s telephone number, including area code:     (212) 922-1640

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

Item 12. Results of Operation and Financial Condition

     On July 19, 2004, Dover Corporation issued the press release attached hereto as Exhibit 99.1 announcing its results of operations for its quarter ended June 30, 2004.

     The information in this Current Report on Form 8-K, including Exhibits, is being furnished to the Securities and Exchange Commission (the “SEC”) and shall not be deemed to be incorporated by reference into any of Dover Corporation’s filings with the SEC under the Securities Act of 1933.

Signatures

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

EXHIBIT INDEX

DOVER REPORTS SECOND QUARTER RESULTS

New York, New York, July 19, 2004 — Dover Corporation (NYSE: DOV) earned $109.7 million or $.53 diluted earnings per share (EPS) from continuing operations for the second quarter ended June 30, 2004, compared to $71.6 million or $.36 EPS from continuing operations in the comparable period last year, an increase in earnings and EPS of 53% and 47%, respectively. Net earnings for the second quarter of 2004 were $112.3 million or $.54 EPS, including $2.6 million or $.01 EPS of income from discontinued operations, compared to $72.8 million or $.36 EPS for the same period of 2003, which included $1.2 million in earnings from discontinued operations with no impact on EPS. Sales for the second quarter of 2004 were $1,380.4 million, an increase of 26% as compared to $1,094.0 million for the comparable period last year.

Dover Corporation earned $193.5 million or $.94 EPS from continuing operations for the six months ended June 30, 2004, compared to $129.3 million or $.64 EPS from continuing operations in the comparable period last year, an increase in earnings and EPS of 50% and 47%, respectively. Net earnings for the first six months of 2004 were $195.4 million or $.95 EPS, including $1.9 million or $.01 EPS of income from discontinued operations compared to $132.3 million or $.65 EPS for the same period of 2003, which included $3.0 million or $.01 EPS in earnings from discontinued operations. Sales for the first six months of 2004 were $2,622.7 million, an increase of 25% as compared to $2,092.4 million for the comparable period last year.

Commenting on the results and the current outlook, Thomas L. Reece, Dover’s Chairman and Chief Executive Officer, said: “Thirty-eight of our forty-nine operating companies achieved favorable quarterly year-over-year earnings comparisons in the second quarter and we realized solid margin growth across most of our businesses, with earnings from continuing operations increasing 53% on a sales increase of 26%. Our strong performance was driven primarily by our Resources and Technologies operating segments, which generated robust year-over-year and sequential increases in both sales and earnings. Industries also achieved improved sales and earnings results, as did many Diversified companies, although this was largely offset at the segment level by a significant decrease in earnings at Belvac. Over the past two quarters, backlog has continued to grow significantly, driven by strong bookings in the Technologies and Resources segments. We also completed four acquisitions during the quarter, and the fact that we are seeing a greater number of attractive acquisition candidates in the pipeline is very encouraging. We are confident that favorable conditions in our end markets, coupled with the ongoing focus of our operating company managers on the execution of their growth initiatives, will allow us to continue enhancing value for our shareholders.”

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SEGMENT RESULTS

Resources

Resources’ positive leverage and favorable results were driven by continued strength in most of the markets it serves, as well as by positive actions taken by many of its operating companies to offset the impact of rising raw material costs. In the second quarter, there were favorable year over-year earnings comparisons at 10 of the 12 operating companies, all of which achieved double-digit earnings improvements. WARN continues to be a significant contributor to segment results due to strong growth in its end markets, particularly the ATV sector. The businesses serving the oil and gas markets, Energy Products Group and Cook, experienced solid growth in every segment of their business, driven primarily by high energy prices. The OPW companies continue to experience strong demand globally as a result of the trend towards more stringent environmental requirements, as well as from the increase in automotive production in developing markets. Those companies serving the “process markets,” Wilden, Blackmer, and RPA Process Technologies, are seeing improving market conditions resulting from increased investments in projects to upgrade and expand chemical and material processing facilities. The businesses that support material handling, construction, and transportation, Tulsa Winch, WARN, and Texas Hydraulics, experienced continued growth in virtually every market segment they serve. De-Sta-Co Industries had a very strong second quarter and had its fourth consecutive quarter-over-quarter earnings improvement based on strength in the general industrial sector and a steady flow of new products.

Diversified

Diversified continued to leverage earnings in the second quarter, realizing a sequential earnings increase of 22% on a modest 10% increase in sales from the first quarter. Favorable quarterly year-over-year earnings were posted by six of the 12 operating companies, led by Crenlo and Mark Andy, and 10 of the 12 operating companies reported increased bookings over the prior year quarter. Hill Phoenix continues to be the largest contributor to Diversified’s earnings, although earnings were flat compared to last year on slightly lower sales. However, Hill Phoenix is projecting improved sales across all divisions, but particularly for its Case division in the second half of the year. Sargent’s earnings were slightly lower on higher sales, due to sales mix, product development and costs associated with the startup of a facility in Mexico. Tranter PHE and SWEP’s sales and bookings remain strong, due to increased demand in the heat exchanger markets, but product mix and material cost increases negatively impacted margins.

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Reflecting the strength of the ongoing recovery in the construction and agriculture markets, Crenlo leveraged a 34% increase in sales into a 141% increase in earnings despite the fact that steel pricing and availability continues to be a challenge. Performance Motorsports also reported a strong quarter, with a 17% earnings improvement on a 4% sales increase, reflecting improved signs of strength in the North American powersports and automotive markets. Mark Andy significantly improved margins on a 5% sales increase, due to lower manufacturing costs, reduced administrative expenses and an improved domestic market. Unfortunately, these positive earnings results were largely offset by a modest loss at Belvac on a 49% sales decline. Bookings and backlog remain healthy at Belvac, however, and the shipment schedule for the remainder of the year suggests that the company will deliver an improved performance in the second half of 2004.

Industries

Industries’ second quarter revenues exceeded $300 million for the first time in its history, driven by improving market conditions and continued market share gains, with favorable quarterly year-over-year earnings comparisons at nine of its 12 operating companies. Ten of the 12 operating companies reported increased bookings over the prior year quarter, and earnings grew 29% compared to prior year and 9% compared to the first quarter of 2004 despite the impact of rising steel prices. Backlog increased by 77%, primarily due to Heil Trailer, which has tripled its backlog over the prior year quarter. Heil Environmental was the largest earnings contributor in the segment, driven by strength in the refuse business. Additionally, the negative impact of steel prices at Heil Environmental was offset by a gain on the sale of a manufacturing facility. Although Rotary Lift’s sales increased for the sixth consecutive quarter, earnings declined due to the rise in steel costs. PDQ’s quarterly sales and earnings increased over the prior year quarter and backlog remains strong. Rising compactor sales led to Marathon’s earnings growth, while strong military shipments coupled with increases in large cube dry bulk and crude oil trailers drove Heil Trailer’s positive results. Chief Automotive’s earnings were fueled by an increase in computerized measuring products, a doubling of international sales and the absence of strategic realignment costs. Somero continued to benefit from strong market acceptance of their new product introductions, while a 32% increase in international unit sales contributed to Triton’s solid performance. Tipper Tie’s earnings declined on flat sales, driven by material cost increases and a very competitive U.S. market. Results were lower than anticipated at DIFoodservice as school business and restaurant chain activity remained softer than expected.

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Technologies

For the second quarter of 2004, Technologies reported continued growth in bookings, sales and earnings at all three of its operating groups, Imaje, Circuit Board Assembly and Test (CBAT) and Specialty Electronic Components (SEC), with favorable quarterly year-over-year comparisons at all 13 of its operating companies. Sequentially, bookings, sales and earnings grew by 11%, 19% and 78%, respectively. All but one of the Technologies companies was profitable during the second quarter, and nine companies generated double-digit operating margins.

Imaje’s sales increased by 11% over the same period last year with earnings up 12%. Sales in Continuous Ink Jet (CIJ) products were up 16% as Imaje continues to gain market share, with North America reporting the strongest growth. Imaje’s U.S. production platform, which has begun to manufacture printers, and its new China facility, which will come on-line in the third quarter, are both expected to provide improvements in Imaje’s global customer delivery capabilities and help mitigate foreign exchange exposures.

Circuit Board Assembly and Test (CBAT)

The CBAT business recorded an earnings increase of $19.5 million or 96% over the first quarter of 2004 on a sales increase of $61.2 million or 27%. Earnings increased $29.7 million over the comparative quarter in 2003 on sales increases of $105.4 million. The strong increase in earnings was reported at all CBAT companies, with overall margins at 14%. The book to bill ratio was 1.08 and ending backlog stood at $181.3 million, an increase of 69% from the beginning of the year. Backend semiconductor business units, Alphasem and Everett Charles Technologies, continue to lead the recovery, though there were some signs of softening in demand towards the end of the quarter. In the second quarter, Everett Charles Technologies acquired Rasco AG, a German manufacturer of test handling equipment for the semiconductor industry. DEK and Soltec both produced solid double-digit margins based on significant sequential revenue increases. Although new product introductions at Universal Instruments have begun to realize market acceptance and the quarter saw an increase in sales opportunities with new OEM customers, they are still addressing new product sourcing and production challenges.

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Specialty Electronic Components (SEC)

Vectron was the largest contributor to SEC’s results with double-digit margins. Overall, the SEC companies reported a 9% decrease in bookings over the first quarter with a slight increase in sales and earnings. Book to bill ratio was still positive at 1.02 with an ending backlog of $58.1 million. The softening in bookings is believed to be a reduction in inventories by EMS suppliers to the major telecom industry companies. Longer-term market trends continue to indicate growth, though the next quarter or two may slightly lag the first half average of 2004.

Other Information:

Organic sales growth from existing Dover businesses was 17% for the quarter and 15% for the first six months of 2004. Acquisitions accounted for 7% of revenue growth for the quarter and six months, with the remaining growth attributable to currency translation.

During the second quarter of 2004, Dover acquired four add-on companies; three in the Technologies market segment and one in the Resources market segment. None of these acquisitions had a material impact on the quarterly financial results. For the second quarter of 2004, Dover invested $82.4 million in acquisitions compared to $12.8 million in the prior year quarter.

Also in the second quarter of 2004, Dover sold two previously discontinued businesses from the Diversified segment. Comparatively, during the second quarter of 2003, Dover divested one previously designated discontinued operation from the Resources segment. The 2004 and 2003 dispositions did not have a material impact on Dover’s quarterly financial results.

The effective tax rate for continuing operations for the second quarter of 2004 was 29.6% compared to last year’s second quarter tax rate of 24.0%. For the first six months of 2004, the effective tax rate for continuing operations was 29.2%, compared to 23.8% for the first six months of 2003. The increase in the quarter and year-to-date 2004 rates is primarily attributable to a decrease in the amounts of anticipated tax benefits from tax credit programs such as those for R&D, an increase in sales not qualifying for tax incentives relating to U.S. export sales, an increase in state income taxes and the recognition of certain non-recurring capital loss benefits in 2003.

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Net debt decreased by $43.7 million to $652.5 million during the first six months of 2004 as a result of a reduction in commercial paper, and the net debt to total capitalization ratio decreased by approximately two percentage points to 18.6% during the period. However, acquisition spending and estimated tax payments in the second quarter increased net debt by $46.0 million when compared to the first quarter. The following table provides a reconciliation of net debt to total capitalization, with the generally accepted accounting principles (GAAP) information found in the attached financial information.

Free cash flow for the six months ended June 30, 2004, increased significantly as cash generated from operations improved by $86.2 million compared to last year. The 2004 improvement in free cash flow primarily reflects improved net earnings of $64.2 million and an increase in taxes payable offset by increases in working capital. The following table is a reconciliation of free cash flow with cash flows from operating activities.

During the second quarter of 2004, corporate expenses increased $6.0 million compared to the prior year due to higher compensation and pension costs and costs incurred for Sarbanes-Oxley compliance.

In an effort to provide additional information regarding the company’s results as determined by GAAP, the company also discloses non-GAAP information, which management believes is useful for investors. Free cash flow, net debt and total capitalization are not financial measures under GAAP and should not be considered as a substitute for cash flows from operating activities and debt and equity, as determined in accordance with GAAP, and they may not be comparable to similarly titled measures reported by other companies. Management believes the net debt to total capitalization ratio and free cash flow are important measures of liquidity and operating performance because they provide both management and investors with a measurement of cash generated from operations that is available to fund acquisitions and repay debt.

Dover will host a Webcast of its second quarter 2004 conference call at 9:00 AM Eastern Time on Tuesday, July 20, 2004. The conference call will also be made available for replay on the website and additional information on Dover’s second quarter 2004 results and its operating companies can also be found on the company website at (www.dovercorporation.com).

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Dover Corporation makes information available to the public, orally and in writing, which may use words like “expects” and “believes,” which are “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. This press release contains forward-looking statements regarding future events and the performance of Dover Corporation that involve risks and uncertainties that could cause actual results to differ materially including, but not limited to, the impact of continued events in the Middle East on the worldwide economy, economic conditions, increases in the costs of raw materials, changes in customer demand, increased competition in the relevant market, failure to successfully integrate acquisitions and others. Dover Corporation refers you to the documents that it files from time to time with the Securities and Exchange Commission, such as its reports on Form 10-K, Form 10-Q and Form 8-K, which contain additional important factors that could cause its actual results to differ from its current expectations and from the forward-looking statements contained in this press release.

####TABLES TO FOLLOW

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DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited) (in thousands, except per share figures)

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DOVER CORPORATION
MARKET SEGMENT RESULTS
(unaudited) (in thousands)

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DOVER CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET AND STATEMENT OF CASH FLOWS
(unaudited) (in thousands)

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DOVER CORPORATION
QUARTERLY MARKET SEGMENT INFORMATION (1)

DIVERSIFIED

INDUSTRIES

RESOURCES

TECHNOLOGIES

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DOVER CORPORATION
CBAT AND SEC QUARTERLY MARKET SEGMENT INFORMATION (1)

CBAT

SEC

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