8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________

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): October 24, 2006

DOVER CORPORATION

(Exact Name of Registrant as Specified in Charter)

__________________

STATE OF DELAWARE
(State or other Jurisdiction
of Incorporation ) 1-4018
(Commission File Number) 53-0257888
(I.R.S. Employer
Identification No.)

280 Park Avenue, New York, NY
(Address of Principal Executive Offices) 10017
(Zip Code)

(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 (see General Instruction A.2. below):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On October 24, 2006, Dover Corporation issued the press release attached hereto as Exhibit 99.1 announcing its results of operations for its quarter ended September 30, 2006.

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.

(a)	Financial statements of businesses acquired.
	Not applicable.
(b)	Pro forma financial information.
	Not applicable.
(c)	Shell company transactions.
	Not applicable.
(d)	Exhibits.
	The following exhibit is furnished as part of this report:
	99.1 Press Release of Dover Corporation, dated October 24, 2006.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 24, 2006	DOVER CORPORATION (Registrant)
	By:	/s/ Joseph W. Schmidt
		Joseph W. Schmidt
		Vice President, General Counsel & Secretary

EXHIBIT INDEX

Number	Exhibit
99.1	Press Release of Dover Corporation, dated October 24, 2006

EX-99.1

Exhibit 99.1

CONTACT:	READ IT ON THE WEB
Paul Goldberg Treasurer & Director of Investor Relations (212) 922-1640	www.dovercorporation.com October 24, 2006

DOVER REPORTS THIRD QUARTER 2006 RESULTS

New York, New York, October 24, 2006 — Dover Corporation (NYSE: DOV) announced that for the third quarter ended September 30, 2006, it had earnings from continuing operations of $156.3 million or $0.76 diluted earnings per share (“EPS”), compared to $123.0 million or $0.60 EPS from continuing operations in the prior-year period, representing increases of 27% and 26%, respectively. Revenue for the third quarter of 2006 was $1,651.9 million, an increase of 21% over the prior-year period. Earnings from continuing operations for the third quarter of 2006 included $0.02 EPS related to the expensing of stock options and stock appreciation rights.

Net earnings for the third quarter of 2006 were $167.5 million or $0.82 EPS, including earnings from discontinued operations of $11.2 million or $0.05 EPS, compared to net earnings of $122.7 million or $0.60 EPS for the same period of 2005, which included a loss from discontinued operations of $0.4 million and no EPS impact.

Earnings from continuing operations for the nine months ended September 30, 2006 increased 38% to $446.3 million, or $2.17 EPS, compared to the prior year, and included $0.06 EPS related to the expensing of stock options and stock appreciation rights. Net earnings were $443.3 million or $2.16 EPS, compared to $394.0 million or $1.93 EPS in the prior year.

Commenting on the third quarter results, Dover’s President and Chief Executive Officer, Ronald L. Hoffman, stated: “Dover continues to post very positive comparative results with a 27% earnings increase on a 21% increase in sales for the third quarter. We also had a positive book to bill in the quarter. These results reflect continued strong performances at a number of Dover’s key platforms, particularly the Oil and Gas, Electronic Components, Product Identification, Mobile Equipment and Process Equipment Groups. We continue to generate strong, double-digit organic growth and have also realized a significant positive impact from our recent acquisitions. Quarterly free cash flow of $240 million was 15% of quarterly sales and 154% of quarterly net earnings. Our robust cash generation reflects Dover’s focus on working capital improvements in our operating companies. This is driven by the Dover metrics and the Performance Counts initiatives and validates our rebalanced portfolio of higher margin operating companies. We are also excited about the addition of Paladin Brands to the Dover family. Paladin serves a broad array of construction, demolition, utility and forestry customers with an extensive line of specialty attachments and tools sold primarily through a diverse distribution network.

Looking ahead, Dover enters the fourth quarter with record backlogs and demand remains strong in the Oil and Gas, Electronic Components, Product Identification and Process Equipment Groups. However, light construction and automotive markets continue to decline and semiconductor markets remain soft. Overall, we anticipate a solid fourth quarter, well ahead of prior year results, but moderating somewhat from the third quarter of 2006

2

given the effects of acquisition accounting costs at Paladin and Markem as well as the normal impact of the holiday season.”

Dover will host a Webcast of its third quarter 2006 conference call at 9:00 AM Eastern Time on Wednesday October 25, 2006. 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 third quarter 2006 results and its operating companies can also be found on the Company website and in the Company’s Form 10-Q filed after this release.

Dover Corporation makes information available to the public, orally and in writing, which may use words like “anticipates,” “expects,” “believes,” “indicates,” “suggests,” “will,” “plans” and “should,” which are “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. This press release contains forward-looking statements concerning future events and the performance of Dover Corporation that involve inherent risks and uncertainties that could cause actual results to differ materially from current expectations, including, but not limited to, failure to achieve expected synergies, the impact of continued events in the Middle East on the worldwide economy, economic conditions, increases in the cost of raw materials, changes in customer demand, increased competition in the markets served by Dover Corporation’s operating companies, the impact of natural disasters, such as hurricanes, and their effect on global energy markets and other risks. 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, for a discussion of these and other risks and uncertainties that could cause its actual results to differ materially from its current expectations and from the forward-looking statements contained in this press release. Dover Corporation undertakes no obligation to update any forward-looking statement.

TABLES FOLLOW

3

DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited) (in thousands, except per share figures)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2006		2005			2006			2005
Revenue	$	1,651,927	$	1,364,597		$	4,813,554		$	3,922,771
Cost of goods and services		1,070,569		882,538			3,067,317			2,540,453
Gross profit		581,358		482,059			1,746,237			1,382,318
Selling and administrative expenses		355,264		301,005			1,059,130			900,364
Operating earnings		226,094		181,054			687,107			481,954
Interest expense, net		17,186		16,250			57,932			47,606
Other expense (income), net		2,609		(957	)		9,583			(9,398	)
Total interest/other expense, net		19,795		15,293			67,515			38,208
Earnings before provision for income taxes and discontinued operations		206,299		165,761			619,592			443,746
Provision for income taxes		49,991		42,719			173,276			119,622
Earnings from continuing operations		156,308		123,042			446,316			324,124
Earnings (loss) from discontinued operations, net		11,217		(362	)		(3,054	)		69,891
Net earnings	$	167,525	$	122,680		$	443,262		$	394,015
Basic earnings (loss) per common share:
Earnings from continuing operations	$	0.77	$	0.61		$	2.19		$	1.60
Earnings (loss) from discontinued operations		0.06		—			(0.01	)		0.34
Net earnings		0.82		0.61			2.18			1.94
Weighted average shares outstanding		203,682		202,572			203,629			203,057
Diluted earnings (loss) per common share:
Earnings from continuing operations	$	0.76	$	0.60		$	2.17		$	1.59
Earnings (loss) from discontinued operations		0.05		—			(0.01	)		0.34
Net earnings		0.82		0.60			2.16			1.93
Weighted average shares outstanding		205,313		203,918			205,294			204,236
Dividends paid per common share	$	0.19	$	0.17		$	0.53		$	0.49

The following table is a reconciliation of the share amounts used in computing earnings per share:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2006		2005		2006		2005
Weighted average shares outstanding — Basic		203,682		202,572		203,629		203,057
Dilutive effect of assumed exercise of employee stock options		1,631		1,346		1,665		1,179
Weighted average shares outstanding — Diluted		205,313		203,918		205,294		204,236
Anti-dilutive shares excluded from diluted EPS computation		1,837		3,755		2,252		4,537

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

	2005																		2006
										Q3						Q4												Q3
	Q1			Q2			Q3			YTD			Q4			YTD			Q1			Q2			Q3			YTD
REVENUE
Diversified	$	185,058		$	196,969		$	185,050		$	567,077		$	182,006		$	749,083		$	199,864		$	208,148		$	196,360		$	604,372
Electronics		116,980			121,700			112,781			351,461			194,582			546,043			199,495			222,751			225,469			647,715
Industries		193,955			210,450			206,274			610,679			207,267			817,946			208,571			215,338			221,387			645,296
Resources		356,307			377,135			390,249			1,123,691			395,247			1,518,938			425,162			435,341			463,853			1,324,356
Systems		155,871			177,735			197,076			530,682			174,695			705,377			181,285			234,124			217,543			632,952
Technologies		219,084			252,005			275,612			746,701			287,151			1,033,852			294,941			343,367			330,768			969,076
Intramarket eliminations		(2,400	)		(2,675	)		(2,445	)		(7,520	)		(3,352	)		(10,872	)		(3,088	)		(3,672	)		(3,453	)		(10,213	)
Total consolidated revenue	$	1,224,855		$	1,333,319		$	1,364,597		$	3,922,771		$	1,437,596		$	5,360,367		$	1,506,230		$	1,655,397		$	1,651,927		$	4,813,554
NET EARNINGS
Segment Earnings:
Diversified	$	20,424		$	22,975		$	23,121		$	66,520		$	20,770		$	87,290		$	22,676		$	23,037		$	23,061		$	68,774
Electronics		9,227			12,259			5,208			26,694			20,194			46,888			20,754			29,862			31,618			82,234
Industries		21,918			24,418			28,180			74,516			29,764			104,280			27,328			30,208			31,389			88,925
Resources		62,747			65,545			65,077			193,369			67,302			260,671			82,797			80,919			76,641			240,357
Systems		22,037			26,910			29,221			78,168			21,920			100,088			26,971			38,341			24,920			90,232
Technologies		17,591			33,284			44,591			95,466			39,264			134,730			47,712			60,684			52,257			160,653
Total segments		153,944			185,391			195,398			534,733			199,214			733,947			228,238			263,051			239,886			731,175
Corporate expense/other		(15,197	)		(14,797	)		(13,387	)		(43,381	)		(14,906	)		(58,287	)		(18,558	)		(18,692	)		(16,401	)		(53,651	)
Net interest expense		(16,115	)		(15,241	)		(16,250	)		(47,606	)		(24,603	)		(72,209	)		(21,480	)		(19,266	)		(17,186	)		(57,932	)
Earnings from continuing operations before provision for income taxes		122,632			155,353			165,761			443,746			159,705			603,451			188,200			225,093			206,299			619,592
Provision for income taxes		31,023			45,880			42,719			119,622			40,250			159,872			56,850			66,435			49,991			173,276
Earnings from continuing operations		91,609			109,473			123,042			324,124			119,455			443,579			131,350			158,658			156,308			446,316
Earnings (loss) from discontinued operations, net		6,525			63,728			(362	)		69,891			(3,328	)		66,563			72,476			(86,747	)		11,217			(3,054	)
Net earnings	$	98,134		$	173,201		$	122,680		$	394,015		$	116,127		$	510,142		$	203,826		$	71,911		$	167,525		$	443,262
SEGMENT OPERATING MARGIN
Diversified		11.0	%		11.7	%		12.5	%		11.7	%		11.4	%		11.7	%		11.3	%		11.1	%		11.7	%		11.4	%
Electronics		7.9	%		10.1	%		4.6	%		7.6	%		10.4	%		8.6	%		10.4	%		13.4	%		14.0	%		12.7	%
Industries		11.3	%		11.6	%		13.7	%		12.2	%		14.4	%		12.7	%		13.1	%		14.0	%		14.2	%		13.8	%
Resources		17.6	%		17.4	%		16.7	%		17.2	%		17.0	%		17.2	%		19.5	%		18.6	%		16.5	%		18.1	%
Systems		14.1	%		15.1	%		14.8	%		14.7	%		12.5	%		14.2	%		14.9	%		16.4	%		11.5	%		14.3	%
Technologies		8.0	%		13.2	%		16.2	%		12.8	%		13.7	%		13.0	%		16.2	%		17.7	%		15.8	%		16.6	%

QUARTERLY EPS
(unaudited) (in thousands)

	2005										2006
	1 Qtr.		2 Qtr.		3 Qtr.			4 Qtr.			1 Qtr.		2 Qtr.			3 Qtr.
Basic earnings (loss) per common share:
Continuing operations	$	0.45	$	0.54	$	0.61		$	0.59		$	0.65	$	0.78		$	0.77
Discontinued operations		0.03		0.31		(0.00	)		(0.02	)		0.36		(0.43	)		0.06
Net earnings		0.48		0.85		0.61			0.57			1.00		0.35			0.82
Diluted earnings (loss) per common share:
Continuing operations	$	0.45	$	0.54	$	0.60		$	0.59		$	0.64	$	0.77		$	0.76
Discontinued operations		0.03		0.31		(0.00	)		(0.02	)		0.35		(0.42	)		0.05
Net earnings		0.48		0.85		0.60			0.57			0.99		0.35			0.82

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DOVER CORPORATION MARKET
SEGMENT INFORMATION
(continued)
(unaudited) (in thousands)

	2005												2006
							Q3				Q4								Q3
	Q1		Q2		Q3		YTD		Q4		YTD		Q1		Q2		Q3		YTD
BOOKINGS
Diversified	$	231,308	$	199,741	$	184,191	$	615,240	$	194,965	$	810,205	$	214,317	$	216,659	$	203,986	$	634,962
Electronics		122,960		117,234		118,484		358,678		213,304		571,982		223,559		219,784		231,527		674,870
Industries		196,455		209,887		214,973		621,315		224,942		846,257		219,423		232,185		251,017		702,625
Resources		387,122		375,164		394,567		1,156,853		393,148		1,550,001		454,669		441,761		471,625		1,368,055
Systems		156,181		221,709		201,360		579,250		176,185		755,435		231,036		229,633		210,132		670,801
Technologies		233,611		275,436		261,722		770,769		288,104		1,058,873		339,124		325,101		307,885		972,110
BOOK-TO-BILL
Diversified		1.25		1.01		1.00		1.08		1.07		1.08		1.07		1.04		1.04		1.05
Electronics		1.05		0.96		1.05		1.02		1.10		1.05		1.12		0.99		1.03		1.04
Industries		1.01		1.00		1.04		1.02		1.09		1.03		1.05		1.08		1.13		1.09
Resources		1.09		0.99		1.01		1.03		0.99		1.02		1.07		1.01		1.02		1.03
Systems		1.00		1.25		1.02		1.09		1.01		1.07		1.27		0.98		0.97		1.06
Technologies		1.07		1.09		0.95		1.03		1.00		1.02		1.15		0.95		0.93		1.00
BACKLOG
Diversified	$	294,605	$	296,607	$	296,561		—	$	308,587		—	$	321,310	$	327,943	$	339,159		—
Electronics		83,269		78,197		93,459		—		141,102		—		165,253		163,182		169,151		—
Industries		197,043		196,445		205,286		—		222,793		—		234,174		251,301		282,234		—
Resources		167,810		165,087		169,580		—		167,561		—		196,379		203,757		249,040		—
Systems		125,037		170,238		172,806		—		174,402		—		223,843		218,360		211,939		—
Technologies		90,426		109,210		102,232		—		102,232		—		147,984		141,526		123,416		—