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 21, 2005

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DOVER CORPORATION

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

(Former Name or Former address, if Changed Since Last Report)

__________________

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:

Table of Contents

Item 2.02 Results of Operations and Financial Condition

On July 21, 2005, Dover Corporation issued the press release attached hereto as Exhibit 99.1 announcing its results of operations for its quarter ended June 30, 2005.

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’s filings with the SEC under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits

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

Exhibit 99.1

FOR IMMEDIATE RELEASE

DOVER REPORTS SECOND QUARTER 2005 RESULTS

New York, New York, July 21, 2005 — Dover Corporation (NYSE: DOV) earned $123.5 million or $0.61 diluted earnings per share (“EPS”) from continuing operations for the second quarter ended June 30, 2005, compared to $108.0 million or $0.53 EPS from continuing operations in the prior year, an increase of 14% and 15%, respectively. Net earnings for the second quarter of 2005 were $173.2 million or $0.85 EPS, including $49.7 million or $0.24 EPS from the sale of a discontinued operation, compared to $112.3 million or $0.55 EPS for the same period of 2004, which included $4.2 million earnings from discontinued operations or $0.02 EPS. Sales for the second quarter of 2005 were a record $1,584.5 million, an increase of 16%, and earnings and earnings per share were at their highest level since the fourth quarter of 2000.

Commenting on the results and the current outlook, Dover’s Chief Executive Officer, Ronald L. Hoffman, said: “Dover had another strong quarter with record bookings and sales and the highest earnings since 2000. While Resources once again registered the strongest overall performance, sales and earnings improved sequentially at all six subsidiaries and year over year at every subsidiary except Technologies, which had a strong first half in 2004. In Technologies, solid gains during the quarter at our back end semiconductor equipment companies, combined with recent booking trends and positive industry indicators, suggest that the bottom of this cycle may be behind us and we are cautiously optimistic that conditions should continue to improve in the third quarter.

“Our companies have a renewed focus on operational excellence and are working hard to improve margins and working capital. We are also seeing positive benefits from actions taken to improve pricing, particularly after the meaningful increases in raw material costs in 2004,” Mr. Hoffman continued. “Looking forward, most market indicators are cautiously positive, and each subsidiary enters the third quarter with a strong backlog after two quarters of record or near record bookings. That gives us some confidence that the third quarter should continue to show positive trends.

“While we had only one acquisition this quarter, it brought some new “continuous sucker rod” technology to Resources’ Oil and Gas Equipment group, which broadens our product portfolio. We also exited one business, Hydratight Sweeney, at a very attractive price. The overall acquisition pipeline is quite active. We continue to see very attractive opportunities and we expect to bring more to completion yet this year.

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“During the quarter, we also were opportunistic in buying back 1.3 million shares at an average price of $36.14 per share. We still expect to invest heavily in good acquisitions, but remain open to buying stock when it makes sense,” Mr. Hoffman concluded.

SEGMENT RESULTS

Diversified

Diversified sales and earnings increases reflected improvements at both Industrial Equipment and Process Equipment. Strong bookings generated a record backlog, driven by the aerospace, defense, and heat exchanger markets.

Industrial Equipment sales were up 32% over the prior year quarter, primarily due to the commercial aerospace and construction markets. Earnings increased 22% as a result of higher margins on incremental sales, partially offset by higher material costs, product mix, and Avborne acquisition and integration costs. Bookings increased 19%, generating a book-to-bill ratio of 0.96, and backlog increased 30%.

Process Equipment sales and earnings increased 16% and 27%, respectively, aided by higher volume as a result of demand from the oil and gas markets, pricing, productivity gains and reduced headcount. Bookings increased 35%, backlog grew 34% and the book-to-bill ratio was 1.12.

Electronics

At Electronics, both Components and Commercial Equipment contributed to the sales and earnings increases despite the restructuring/severance costs recognized in the current quarter by Components. Sequential quarterly sales and earnings increased 4% and 27%, respectively. Sequential quarterly bookings declined 8%.

Components recorded a 31% increase in sales over the prior year quarter which reflected the impact of the 2004 acquisitions. Earnings increased 17% over the prior year driven by volume and cost improvements in the core businesses, partially offset by acquisition and rationalization costs. Compared to the previous quarter, sales increased 5% as a result of broad

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improvements in most markets, and earnings increased 41%. For the quarter, bookings increased 21%, backlog increased 17% and the book-to-bill ratio was 0.95.

Commercial Equipment sales and earnings increased 12% and 20%, respectively, over the prior year quarter due to stronger ATM sales. The book-to-bill ratio was 0.97, and bookings and backlog increased 9% and 21%, respectively.

Industries

Industries sales have increased for the ninth consecutive quarter, driven by market strength, share gains and pricing. Industries second quarter 12% sales increase was driven primarily by Mobile Equipment.

During the second quarter, Mobile Equipment sales increased 17% compared to the prior year, resulting from strength in the dry bulk and petroleum transportation markets and a rebounding refuse collection vehicle market. A 22% earnings increase was driven by increased volume, pricing and productivity gains. Bookings were up 15%, backlog was essentially flat, and the book-to-bill ratio was 0.98.

Service Equipment sales increased 5%, and earnings declined 3% compared to the prior year quarter as commodity and new product introduction costs, along with product mix impacted margins. Revenue softness in the automotive service industry continued, but was more than offset by pricing and continued share gains. Bookings were essentially flat, backlog decreased 14% and the book-to-bill ratio was 1.02.

Resources

All three Resources groups contributed to record quarterly sales and earnings.

The Oil and Gas Equipment group was the strongest performer in the segment with sales and earnings increases of 55% and 67%, respectively, aided by the acquisition of US Synthetic in the third quarter of 2004, as well as positive market conditions. Bookings increased 70%, the book-to-bill ratio was 1.02, and backlog increased 112%.

Fluid Solutions’ sales and earnings both increased 17% due to strength in the rail car, chemical processing and environmental markets and from the Almatec acquisition, partially offset by

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softness in the petroleum transport and industrial markets. Bookings increased 3%, the book-to-bill ratio was 0.97, and backlog was essentially flat.

Material Handling earnings increased 5% on a 16% sales increase. The negative sales to earnings leverage reflects continued investment in, and cost of analysis of, the businesses, as well as some operational inefficiencies, and managing significant increases in volume. The book-to-bill ratio was 0.97, backlog increased 6% and bookings were essentially flat.

Systems

Incremental margin improvement in both the Food Equipment and Packaging groups contributed to Systems’ increase in quarterly sales and earnings. Compared to the first quarter, sales and earnings were up 14% and 10%, respectively.

Food Equipment sales and earnings improved 14% and 30%, respectively, over the prior year quarter primarily due to increased supermarket equipment sales. Bookings increased 27%, backlog increased 42% and the book-to-bill ratio was 1.23.

Packaging Equipment sales were up 30% and earnings more than doubled due to increased can necking and trimming equipment and closure systems sales, partially offset by a decrease in automated packaging equipment sales. The book-to-bill ratio was 1.25, bookings increased 41% and backlog increased 33%.

Technologies

Technologies second quarter sales, earnings and margins were the best since the third quarter of 2004. The second quarter earnings decline reflects lower demand in the Circuit Assembly and Test (“CAT”) markets and competitive conditions in the Product Identification and Printing (“PIP”) markets, and also includes the results of Datamax, a fourth quarter 2004 acquisition.

The CAT companies experienced a 12% sales decline and a 41% earnings decline when compared to the same quarter in 2004. This reflects very strong first half 2004 conditions in the backend semiconductor equipment market, which subsequently moderated in 2004 and through

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the first quarter of 2005. Beginning late in the second quarter of 2005 conditions improved in the backend semiconductor equipment market. As a result, on a sequential basis, CAT companies leveraged a 21% sales increase into a 184% earnings increase. The book-to-bill ratio grew to 1.08 during the quarter with a sequential bookings increase of 13%. CAT also continues to see growth resulting from the replacement of equipment required for compliance with the new lead free regulations in Europe.

The PIP companies reported a 14% increase in earnings on a 44% increase in sales. The acquisition of Datamax Corporation accounted for a significant portion of sales growth and substantially all of the earnings growth. The product identification market is seeing increased price and margin pressure along with continuing weakness in European sales. However, new product releases continue to be accepted by the market and orders trended positively through the second quarter. The book-to-bill ratio was 0.99, bookings increased 40% and backlog increased 11%.

Other Information:

During the second quarter of 2005, Dover acquired C-Tech Energy Services, Inc., a supplier of an innovative continuous rod technology. The acquisition was an add-on to Resources’ Oil and Gas Equipment group and was purchased for approximately $17 million. This acquisition did not have a material impact on the company’s quarterly earnings.

Of the 16% consolidated revenue growth in the second quarter, 7% came from organic growth, with 7% from acquisitions and the balance of 2% reflected currency translation. All other income, net, for the quarter and year-to-date, increased largely because of foreign exchange gains. Working capital as a percentage of sales dropped below 22%, a historically low level, and inventory turns improved to 5.3.

Net earnings from discontinued operations for the quarter were $49.7 million or $0.24 EPS compared to $4.2 million or $0.02 EPS for the same period last year. In the second quarter of 2005, Dover discontinued and sold Hydratight Sweeney, which previously reported within the Industrial Equipment group of the Diversified segment. All continuing operations information presented has been restated to reflect this disposition.

The tax rate for continuing operations was 28.9% for the second quarter compared to the prior year quarter rate of 29.6%. The six month tax rate for continuing operations, which includes a $5.5 million benefit related to a favorable final United States Tax Court decision on a 1997 income tax return position, was 27.4%, compared to 29.2% in the prior-year period. Excluding the benefit from the tax court decision, the current year six month tax rate for continuing operations was 29.2%. The decrease in the quarterly tax rate is primarily attributable to lower effective foreign tax rates.

Net debt levels decreased $2.7 million in the first half of 2005. 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.

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Free cash flow for the six months ended June 30, 2005 was $163.6 million or 5.4% of sales compared to $163.6 million or 6.3% of sales in the prior year period, which included a tax refund of approximately $41 million in the first quarter of 2004. In addition, 2005 results reflected higher benefits and compensation payouts and increased capital expenditures, offset by higher net earnings. For the second quarter, free cash flow improved to 9.2% of sales. The following table is a reconciliation of free cash flow with cash flows from operating activities.

During the second quarter, approximately 1.3 million shares were repurchased on the open market for $46.0 million dollars at an average price of $36.14.

In an effort to provide investors with additional information regarding the company’s results as determined by GAAP, the company also discloses non-GAAP information which management believes provides useful information to investors. Free cash flow, net debt and total capitalization are not financial measures under GAAP, should not be considered as a substitute for cash flows from operating activities, debt and equity, as determined in accordance with GAAP, and 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 a measurement of cash generated from operations that is available to fund acquisitions, pay dividends and repay debt.

Dover will host a Webcast of its second quarter 2005 conference call at 9:00 AM Eastern Time on Friday, July 22, 2005. The Webcast can be accessed at the Dover Corporation website at www.dovercorporation.com. The conference call will also be made available for replay on the website and additional information on Dover’s second quarter 2005 results and its operating companies can also be found on the company website.

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, failure to achieve expected synergies, failure to successfully integrate acquisitions, the impact of continued events in the Middle East on the worldwide economy, economic conditions, increases

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in the costs of raw materials, customer demand, increased competition in the relevant market, 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.

Effective January 1, 2005, Dover’s results are reported in six segments, and thirteen groups within those segments, and prior period results have been restated to reflect this realignment. Restated segment details are available on the company’s website at www.dovercorporation.com

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)

See Notes to Condensed Consolidated Financial Statements.

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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)
(unaudited) (in thousands)

DIVERSIFIED

ELECTRONICS

INDUSTRIES

RESOURCES

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DOVER CORPORATION
QUARTERLY MARKET SEGMENT INFORMATION (1)
(unaudited) (in thousands)

SYSTEMS

TECHNOLOGIES

QUARTERLY EPS & EARNINGS
(Unaudited) (in thousands)