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): July 23, 2008

DOVER CORPORATION

(Exact Name of Registrant as Specified in Charter)

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

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

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

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 July 23, 2008, Dover Corporation (i) issued the press release attached hereto as Exhibit 99.1 announcing its results of operations for the quarter ended June 30, 2008; and (ii) posted on its website at http://www.dovercorporation.com the investor supplement attached hereto as Exhibit 99.2 for the quarter ended June 30, 2008.

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 exhibits are furnished as part of this report:

99.1	Press Release of Dover Corporation, dated July 23, 2008.
99.2	Investor Supplement Posted on Dover Corporation’s Website at http://dovercorporation.com.

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: July 23, 2008	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 July 23, 2008
99.2	Investor Supplement Posted on Dover Corporation’s Website at http://dovercorporation.com

EX-99.1

Exhibit 99.1

CONTACT:	READ IT ON THE WEB
Paul Goldberg	www.dovercorporation.com
Treasurer & Director of Investor Relations (212) 922-1640
	July 23, 2008

DOVER CORPORATION REPORTS SECOND QUARTER 2008 RESULTS

New York, New York, July 23, 2008 — Dover Corporation (NYSE: DOV) announced today that for the second quarter ended June 30, 2008, it had earnings from continuing operations of $186.9 million or $0.98 diluted earnings per share (“EPS”), compared to $174.7 million or $0.85 EPS from continuing operations in the prior-year period, representing increases of 7% and 16%, respectively. Revenue for the second quarter of 2008 was $2.0 billion, an increase of 10% over the prior-year period, driven by organic growth of 5%, acquisition growth of 1%, and 4% from the effects of foreign currency.

Earnings from continuing operations for the six months ended June 30, 2008 were $334.8 million or $1.74 EPS, compared to $312.5 million or $1.52 EPS in the prior-year period, representing increases of 7% and 15%, respectively. Revenue for the six month period ended June 30, 2008 was $3.9 billion, up 9% over the prior year period.

Commenting on the second quarter results, Dover’s Chief Executive Officer, Ronald L. Hoffman, stated: “We are pleased to report another strong quarterly result. Our diluted EPS of $0.98 built upon our solid first quarter showing. Revenue was up at all four of our segments and overall operating margins improved 20 basis points over last year to 15.8%. Additionally, organic sales growth increased in the second quarter to 5.4%. Our market trends stayed positive during the quarter buoyed by continued strength in our Energy, Fluid Solutions and Product Identification platforms. We also had strong free cash flow of $192 million or 10% of revenue during the second quarter.

“During the quarter, we continued to focus on both internal improvements and our balanced capital allocation strategy. I’m encouraged by the depth and breadth of synergistic activities taking place across our businesses. These activities are improving both the effectiveness and profitability of our organization. I’m also pleased that we have continued to execute on our capital allocation strategy by staying disciplined on acquisitions and repurchasing over $190 million of Dover stock during the quarter.

“Despite escalating material costs and an unsettled economic environment, activity levels remain positive across the majority of our businesses and our backlog remains healthy. As our business indicators remain strong, we continue to be confident in our ability to deliver 12%+ annual EPS growth for the year. We will stay vigilant in monitoring our businesses and stand ready to take corrective actions should our business environment change.”

Net earnings for the second quarter of 2008 were $135.3 million or $0.71 EPS, including a loss from discontinued operations of $51.6 million or $0.27 EPS, compared to net earnings of $172.2 million or $0.84 EPS for the same period of 2007, which included a loss from discontinued operations of $2.5 million or $0.01 EPS. The net earnings for the six months ended June 30, 2008 were $282.5 million or $1.47 EPS, including a loss from discontinued operations of $52.4 million or $0.27 EPS, compared to net earnings of $301.1 million or $1.46 EPS for the same period of 2007, which included a loss from discontinued operations of $11.4 million or $0.06 EPS. The loss from discontinued operations

 2

primarily reflects the decision in the second quarter of 2008 to discontinue Triton in the Engineered Products segment.

Dover will host a webcast of its second quarter 2008 conference call at 8:00 A.M. Eastern Time on Wednesday, July 23, 2008. 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 2008 results and its operating companies can also be found on the Company website.

Dover Corporation, with over $7 billion in annual revenues, is a global portfolio of manufacturing companies providing innovative components and equipment, specialty systems and support services for a variety of applications in the industrial products, engineered systems, fluid management and electronic technologies markets. For more information, please visit www.dovercorporation.com.

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, including the sub-prime lending and credit issues, 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.

EX-99.2

EXHIBIT 99.2

INVESTOR SUPPLEMENT — SECOND QUARTER 2008

DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited) (dollars in thousands, except per share data)

	Three Months Ended June 30						Six Months Ended June 30
	2008			2007			2008			2007
Revenue	$	2,010,978		$	1,824,143		$	3,876,464		$	3,568,576
Cost of goods and services		1,271,359			1,170,526			2,457,299			2,293,526
Gross profit		739,619			653,617			1,419,165			1,275,050
Selling and administrative expenses		446,531			391,508			890,306			798,742
Operating earnings		293,088			262,109			528,859			476,308
Interest expense, net		27,388			22,684			50,819			44,585
Other expense (income), net		1,186			(45	)		3,719			(423	)
Total interest/other expense, net		28,574			22,639			54,538			44,162
Earnings before provision for income taxes and discontinued operations		264,514			239,470			474,321			432,146
Provision for income taxes		77,604			64,799			139,480			119,655
Earnings from continuing operations		186,910			174,671			334,841			312,491
Loss from discontinued operations, net of tax		(51,634	)		(2,476	)		(52,387	)		(11,365	)
Net earnings	$	135,276		$	172,195		$	282,454		$	301,126
Basic earnings (loss) per common share:
Earnings from continuing operations	$	0.99		$	0.85		$	1.76		$	1.53
Loss from discontinued operations		(0.27	)		(0.01	)		(0.27	)		(0.06	)
Net earnings		0.72			0.84			1.48			1.47
Weighted average shares outstanding		189,094			204,431			190,760			204,446
Diluted earnings (loss) per common share:
Earnings from continuing operations	$	0.98		$	0.85		$	1.74			1.52
Loss from discontinued operations		(0.27	)		(0.01	)		(0.27	)		(0.06	)
Net earnings		0.71			0.84			1.47			1.46
Weighted average shares outstanding		190,589			206,145			191,966			206,155
Dividends paid per common share	$	0.200		$	0.185		$	0.400		$	0.370

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

	Three Months Ended June 30				Six Months Ended June 30
	2008		2007		2008		2007
Weighted average shares outstanding — Basic		189,094		204,431		190,760		204,446
Dilutive effect of assumed exercise of employee stock options		1,495		1,714		1,206		1,709
Weighted average shares outstanding — Diluted		190,589		206,145		191,966		206,155
Anti-dilutive shares excluded from diluted EPS computation		3,778		3,403		3,778		3,403

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DOVER CORPORATION — INVESTOR SUPPLEMENT
SECOND QUARTER 2008

DOVER CORPORATION
QUARTERLY SEGMENT INFORMATION
(unaudited) (dollars in thousands)

	2007																		2008
							Q2																		Q2
	Q1			Q2			YTD			Q3			Q4			FY 2007			Q1			Q2			YTD
REVENUE
Industrial Products
Material Handling	$	293,466		$	299,588		$	593,054		$	276,236		$	275,963		$	1,145,253		$	287,208		$	306,988		$	594,196
Mobile Equipment		307,758			315,394			623,152			315,920			323,912			1,262,984			329,723			342,228			671,951
Eliminations		(219	)		(220	)		(439	)		(203	)		(335	)		(977	)		(157	)		(210	)		(367	)
		601,005			614,762			1,215,767			591,953			599,540			2,407,260			616,774			649,006			1,265,780
Engineered Systems
Product Identification		206,625			224,353			430,978			227,617			253,985			912,580			231,526			249,250			480,776
Engineered Products		260,002			284,457			544,459			311,337			283,682			1,139,478			267,696			289,479			557,175
		466,627			508,810			975,437			538,954			537,667			2,052,058			499,222			538,729			1,037,951
Fluid Management
Energy		189,367			188,690			378,057			197,759			199,208			775,024			213,003			236,461			449,464
Fluid Solutions		169,669			174,579			344,248			176,756			186,109			707,113			188,328			210,207			398,535
Eliminations		(40	)		(24	)		(64	)		(12	)		(53	)		(129	)		(32	)		(38	)		(70	)
		358,996			363,245			722,241			374,503			385,264			1,482,008			401,299			446,630			847,929
Electronic Technologies		321,173			340,717			661,890			363,002			365,211			1,390,103			351,757			379,958			731,715
Intra-segment eliminations		(3,368	)		(3,391	)		(6,759	)		(3,306	)		(4,094	)		(14,159	)		(3,566	)		(3,345	)		(6,911	)
Total consolidated revenue	$	1,744,433		$	1,824,143		$	3,568,576		$	1,865,106		$	1,883,588		$	7,317,270		$	1,865,486		$	2,010,978		$	3,876,464
NET EARNINGS
Segment Earnings:
Industrial Products	$	74,521		$	88,796		$	163,317		$	77,418		$	71,751		$	312,486		$	78,838		$	87,925		$	166,763
Engineered Systems		51,657			77,828			129,485			84,223			78,019			291,727			62,996			80,045			143,041
Fluid Management		73,842			73,283			147,125			79,184			78,267			304,576			85,139			97,878			183,017
Electronic Technologies		36,949			45,354			82,303			50,801			47,233			180,337			36,234			51,029			87,263
Total Segments		236,969			285,261			522,230			291,626			275,270			1,089,126			263,207			316,877			580,084
Corporate expense / other		(22,392	)		(23,107	)		(45,499	)		(21,092	)		(20,578	)		(87,169	)		(29,969	)		(24,975	)		(54,944	)
Net interest expense		(21,901	)		(22,684	)		(44,585	)		(22,469	)		(22,536	)		(89,590	)		(23,431	)		(27,388	)		(50,819	)
Earnings from continuing operations before provision for income taxes		192,676			239,470			432,146			248,065			232,156			912,367			209,807			264,514			474,321
Provision for income taxes		54,856			64,799			119,655			65,938			57,024			242,617			61,876			77,604			139,480
Earnings from continuing operations		137,820			174,671			312,491			182,127			175,132			669,750			147,931			186,910			334,841
Earnings (loss) from discontinued operations, net		(8,889	)		(2,476	)		(11,365	)		(7,536	)		10,232			(8,669	)		(753	)		(51,634	)		(52,387	)
Net earnings	$	128,931		$	172,195		$	301,126		$	174,591		$	185,364		$	661,081		$	147,178		$	135,276		$	282,454
SEGMENT OPERATING MARGIN
Industrial Products		12.4	%		14.4	%		13.4	%		13.1	%		12.0	%		13.0	%		12.8	%		13.5	%		13.2	%
Engineered Systems		11.1	%		15.3	%		13.3	%		15.6	%		14.5	%		14.2	%		12.6	%		14.9	%		13.8	%
Fluid Management		20.6	%		20.2	%		20.4	%		21.1	%		20.3	%		20.6	%		21.2	%		21.9	%		21.6	%
Electronic Technologies		11.5	%		13.3	%		12.4	%		14.0	%		12.9	%		13.0	%		10.3	%		13.4	%		11.9	%
Total Segment		13.6	%		15.6	%		14.6	%		15.6	%		14.6	%		14.9	%		14.1	%		15.8	%		15.0	%

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DOVER CORPORATION — INVESTOR SUPPLEMENT
SECOND QUARTER 2008

DOVER CORPORATION
QUARTERLY SEGMENT INFORMATION (continued)
(unaudited) (dollars in thousands)

	2007																		2008
							Q2																		Q2
	Q1			Q2			YTD			Q3			Q4			FY 2007			Q1			Q2			YTD
BOOKINGS
Industrial Products
Material Handling	$	304,050		$	286,875		$	590,925		$	272,405		$	278,625		$	1,141,955		$	296,278		$	313,199		$	609,477
Mobile Equipment		374,845			353,122			727,967			298,016			338,357			1,364,340			360,324			318,059			678,383
Eliminations		(438	)		(445	)		(883	)		(324	)		(349	)		(1,556	)		(296	)		(385	)		(681	)
		678,457			639,552			1,318,009			570,097			616,633			2,504,739			656,306			630,873			1,287,179
Engineered Systems
Product Identification		215,596			219,111			434,707			231,166			253,343			919,216			239,547			250,538			490,085
Engineered Products		299,270			317,006			616,276			272,229			228,133			1,116,638			284,257			279,673			563,930
		514,866			536,117			1,050,983			503,395			481,476			2,035,854			523,804			530,211			1,054,015
Fluid Management
Energy		200,010			187,502			387,512			194,733			202,820			785,065			233,662			252,535			486,197
Fluid Solutions		171,944			180,964			352,908			177,021			186,715			716,644			197,289			217,466			414,755
Eliminations		(15	)		(16	)		(31	)		(12	)		(67	)		(110	)		(24	)		(32	)		(56	)
		371,939			368,450			740,389			371,742			389,468			1,501,599			430,927			469,969			900,896
Electronic Technologies		311,840			354,858			666,698			381,804			330,049			1,378,551			360,337			384,790			745,127
Intra-segment eliminations		(3,019	)		(4,330	)		(7,349	)		(4,453	)		(2,837	)		(14,639	)		(2,992	)		(3,490	)		(6,482	)
Total consolidated bookings	$	1,874,083		$	1,894,647		$	3,768,730		$	1,822,585		$	1,814,789		$	7,406,104		$	1,968,382		$	2,012,353		$	3,980,735
BACKLOG
Industrial Products
Material Handling	$	252,474		$	240,977					$	237,468		$	213,653					$	228,082		$	235,284
Mobile Equipment		501,591			541,683						529,423			543,776						575,070			549,430
Eliminations		(207	)		(236	)					(275	)		(195	)					(171	)		(186	)
		753,858			782,424						766,616			757,234						802,981			784,528
Engineered Systems
Product Identification		66,875			62,216						68,682			68,938						79,956			82,196
Engineered Products		281,120			321,530						282,728			227,523						244,981			235,513
		347,995			383,746						351,410			296,461						324,937			317,709
Fluid Management
Energy		88,392			89,044						87,105			88,245						106,540			119,033
Fluid Solutions		65,683			72,028						73,007			73,713						85,130			91,870
Eliminations		(8	)		—						—			(14	)					(6	)		—
		154,067			161,072						160,112			161,944						191,664			210,903
Electronic Technologies		229,010			243,996						266,474			232,704						246,711			251,403
Intra-segment eliminations		(1,193	)		(2,110	)					(3,224	)		(1,913	)					(2,038	)		(1,424	)
Total consolidated backlog	$	1,483,737		$	1,569,128					$	1,541,388		$	1,446,430					$	1,564,255		$	1,563,119
ACQUISITION RELATED DEPRECIATION AND AMORTIZATION EXPENSE *
Industrial Products	$	6,741		$	6,697		$	13,438		$	7,213		$	7,179		$	27,830		$	9,215		$	8,070		$	17,285
Engineered Systems		11,607			5,459			17,066			5,755			6,441			29,262			6,109			6,116			12,225
Fluid Management		3,800			3,812			7,612			3,796			4,161			15,569			3,914			5,607			9,521
Electronic Technologies		8,756			10,319			19,075			9,957			9,264			38,296			8,902			9,416			18,318
	$	30,904		$	26,287		$	57,191		$	26,721		$	27,045		$	110,957		$	28,140		$	29,209		$	57,349

* Represents the pre-tax impact on earnings from the depreciation and amortization of acquisition accounting write-ups to reflect the fair value of inventory, property, plant and equipment and intangible assets.

3

DOVER CORPORATION — INVESTOR SUPPLEMENT
SECOND QUARTER 2008

DOVER CORPORATION
QUARTERLY EARNINGS PER SHARE
(unaudited)

	2007																	2008
	Q1			Q2			YTD			Q3			Q4		FY 2007			Q1			Q2			YTD
Basic earnings (loss) per common share:
Continuing operations	$	0.67		$	0.85		$	1.53		$	0.91		$	0.89	$	3.33		$	0.77		$	0.99		$	1.76
Discontinued operations		(0.04	)		(0.01	)		(0.06	)		(0.04	)		0.05		(0.04	)		(0.00	)		(0.27	)		(0.27	)
Net earnings		0.63			0.84			1.47			0.87			0.95		3.28			0.76			0.72			1.48
Diluted earnings (loss) per common share:
Continuing operations	$	0.67		$	0.85		$	1.52		$	0.90		$	0.89	$	3.30		$	0.77		$	0.98		$	1.74
Discontinued operations		(0.04	)		(0.01	)		(0.06	)		(0.04	)		0.05		(0.04	)		(0.00	)		(0.27	)		(0.27	)
Net earnings		0.63			0.84			1.46			0.86			0.94		3.26			0.76			0.71			1.47

4