SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CURCIO ROBERT A
(Last) (First) (Middle)
C/O NATCO GROUP INC.
2950 NORTH LOOP WEST, SUITE 700
(Street)
HOUSTON TX 77092
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NATCO GROUP INC [ NTG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
06/29/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 06/29/2006 M 40,000 A $8.81 54,423 D
Common stock 06/29/2006 M 26,667 A $10 81,090 D
Common stock 06/29/2006 M 15,000 A $12.91 96,090 D
Common stock 06/29/2006 M 13,350 A $6.27 109,440 D
Common stock 06/29/2006 M 3,467 A $8.055 112,907 D
Common stock 06/29/2006 S 100 D $40.17 112,807 D
Common stock 06/29/2006 S 2,500 D $39.75 110,307 D
Common stock 06/29/2006 S 200 D $40.12 110,107 D
Common stock 06/29/2006 S 500 D $40.1 109,607 D
Common stock 06/29/2006 S 300 D $40.08 109,307 D
Common stock 06/29/2006 S 6,400 D $40.07 102,907 D
Common stock 06/29/2006 S 2,900 D $40 100,007 D
Common stock 06/29/2006 S 3,000 D $39.99 97,007 D
Common stock 06/29/2006 S 7,300 D $39.98 89,707 D
Common stock 06/29/2006 S 2,800 D $39.97 86,907 D
Common stock 06/29/2006 S 27,200 D $39.95 59,707 D
Common stock 06/29/2006 S 6,100 D $39.94 53,607 D
Common stock 06/29/2006 S 1,400 D $39.93 52,207 D
Common stock 06/29/2006 S 1,500 D $39.92 50,707 D
Common stock 06/29/2006 S 2,100 D $39.91 48,607 D
Common stock 06/29/2006 S 4,000 D $39.9 44,607 D
Common stock 06/29/2006 S 2,200 D $39.89 42,407 D
Common stock 06/29/2006 S 5,100 D $39.88 37,307 D
Common stock 06/29/2006 S 1,100 D $39.87 36,207 D
Common stock 06/29/2006 S 1,100 D $39.86 35,107 D
Common stock 06/29/2006 S 1,100 D $39.85 34,007 D
Common stock 06/29/2006 S 1,684 D $39.84 32,323 D
Common stock 06/29/2006 S 700 D $39.83 31,623 D
Common stock 06/29/2006 S 300 D $39.82 31,323 D
Common stock 06/29/2006 S 900 D $39.81 30,423 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 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: 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 option (right to buy) $8.81 06/29/2006 M 40,000 06/30/1999(1) 06/30/2008 common stock 40,000 $0 0 D
Stock option (right to buy) $10 06/29/2006 M 26,667 01/01/2001(1) 01/01/2010 common stock 26,667 $0 0 D
Stock option (right to buy) $12.91 06/29/2006 M 15,000 05/25/2002(1) 05/25/2011 common stock 15,000 $0 0 D
Stock option (right to buy) $6.27 06/29/2006 M 13,350 12/07/2002(1) 12/07/2011 common stock 13,350 $0 0 D
Stock option (right to buy) $8.055 06/29/2006 M 3,467 09/09/2005(2) 09/09/2014 common stock 10,400 $0 6,933 D
Explanation of Responses:
1. Options vested in one-quarter increments on thr first through fourth anniversaries of the date of grant. Date exercisable given is the date of the first such anniversary for such option. The number indicated represents all of the granted and vested options in the grant.
2. Options vested in one-thirdincrements on thr first through thirdanniversaries of the date of grant. Date exercisable given is the date of the first such anniversary for such option. The number exercised represents all of the currently vested options in the grant.
Remarks:
Form 1 of 2
Robert A. Curcio 06/30/2006
** 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 Number.