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 22, 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 October 22, 2008, Dover Corporation (i) issued the press release attached hereto as Exhibit 99.1 announcing its results of operations for the quarter ended September 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 September 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 October 22, 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: October 22, 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 October 22, 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
	October 22, 2008

DOVER CORPORATION REPORTS RECORD THIRD QUARTER 2008 RESULTS

New York, New York, October 22, 2008 — Dover Corporation (NYSE: DOV) announced today that for the third quarter ended September 30, 2008, it had earnings from continuing operations of $190.3 million or $1.01 diluted earnings per share (“EPS”), compared to $182.1 million or $0.90 EPS from continuing operations in the prior-year period, representing increases of 5% and 13%, respectively. Revenue for the third quarter of 2008 was $2.0 billion, an increase of 5.4% over the prior-year period, and was driven by organic growth of 2.8%, the impact of foreign currency of 1.8% with the remainder due to net acquisition growth.

Earnings from continuing operations for the nine months ended September 30, 2008 were $525.2 million or $2.76 EPS, compared to $494.6 million or $2.41 EPS in the prior-year period, representing increases of 6% and 14%, respectively. Revenue for the nine month period ended September 30, 2008 was $5.8 billion, up 8% over the prior year period.

Commenting on the third quarter results, Dover’s Chief Executive Officer, Ronald L. Hoffman, said, “We are pleased to report another solid quarter. Our EPS of $1.01 represents a continuation of our strong 2008 performance and is the first time in Dover’s history that quarterly EPS has exceeded $1.00. In addition to our revenue growth, we exhibited operating margin improvement of 30 basis points over last year to 15.9%. We also delivered free cash flow of $306 million in the quarter representing 15.6% of revenue, while our year-to-date free cash flow was $607 million, or 10.4% of revenue.

“We remain committed to our strategy of internal improvement and disciplined capital allocation. Our process improvement programs, with particular focus on global procurement and business integration, helped drive gains in both working capital and inventory turns. We expect these activities to help mitigate the effects of volatile macro market conditions, and to drive even greater results in the future. As for capital allocation, we completed our share repurchase program during the quarter and raised our dividend 25%. We continue to be committed to our conservative financial policy that has allowed us uninterrupted access to the commercial paper market and offers us competitive advantage as we look to grow our business through internal initiatives and acquisitions.

“While we are happy with our third quarter performance, we are also cognizant of the unsettled global economic climate. A number of end-markets served by our Industrial Products and Engineered Systems segments experienced diminished demand as the quarter wore on, and we think these trends will likely continue. However, our management teams have taken appropriate corrective actions, and are prepared to further their efforts to deliver strong results. Overall, our global business mix has held up well and a number of our end-markets remain strong. The relative health of our businesses, coupled with our focused management team, gives us confidence that we will be able to deliver 12% EPS growth for the full year.”

2

Net earnings for the third quarter of 2008 were $187.7 million or $1.00 EPS, including a net loss from discontinued operations of $2.7 million or $0.01 EPS, compared to net earnings of $174.6 million or $0.86 EPS for the same period of 2007, which included a net loss from discontinued operations of $7.5 million or $0.04 EPS. The net earnings for the nine months ended September 30, 2008 were $470.1 million or $2.47 EPS, including a net loss from discontinued operations of $55.1 million or $0.29 EPS, compared to net earnings of $475.7 million or $2.32 EPS for the same period of 2007, which included a net loss from discontinued operations of $18.9 million or $0.09 EPS.

Dover will host a webcast of its third quarter 2008 conference call at 8:00 A.M. Eastern Time on Wednesday, October 22, 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 third quarter 2008 results and its operating companies can also be found on the Company website.

Dover Corporation, with over $7.5 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 —THIRD QUARTER 2008

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

	Three Months Ended September 30						Nine Months Ended September 30
	2008			2007			2008			2007
Revenue	$	1,965,776		$	1,865,106		$	5,842,240		$	5,433,682
Cost of goods and services		1,261,433			1,196,748			3,718,732			3,490,274
Gross profit		704,343			668,358			2,123,508			1,943,408
Selling and administrative expenses		434,992			395,651			1,325,299			1,194,392
Operating earnings		269,351			272,707			798,209			749,016
Interest expense, net		25,924			22,468			76,743			67,053
Other expense (income), net		(12,644	)		2,174			(8,926	)		1,752
Total interest/other expense, net		13,280			24,642			67,817			68,805
Earnings before provision for income taxes and discontinued operations		256,071			248,065			730,392			680,211
Provision for income taxes		65,736			65,938			205,216			185,593
Earnings from continuing operations		190,335			182,127			525,176			494,618
Loss from discontinued operations, net of tax		(2,685	)		(7,537	)		(55,072	)		(18,902	)
Net earnings	$	187,650		$	174,590		$	470,104		$	475,716
Basic earnings (loss) per common share:
Earnings from continuing operations	$	1.02		$	0.91		$	2.77		$	2.43
Loss from discontinued operations		(0.01	)		(0.04	)		(0.29	)		(0.09	)
Net earnings		1.01			0.87			2.48			2.34
Weighted average shares outstanding		186,488			200,850			189,326			203,235
Diluted earnings (loss) per common share:
Earnings from continuing operations	$	1.01		$	0.90		$	2.76		$	2.41
Loss from discontinued operations		(0.01	)		(0.04	)		(0.29	)		(0.09	)
Net earnings		1.00			0.86			2.47			2.32
Weighted average shares outstanding		187,706			202,469			190,531			204,915
Dividends paid per common share	$	0.25		$	0.20		$	0.65		$	0.57

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
	2008		2007		2008		2007
Weighted average shares outstanding — Basic		186,488		200,850		189,326		203,235
Dilutive effect of assumed exercise of employee stock options		1,218		1,619		1,205		1,680
Weighted average shares outstanding — Diluted		187,706		202,469		190,531		204,915
Anti-dilutive shares excluded from diluted EPS computation		3,735		1,699		3,735		3,358

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DOVER CORPORATION — INVESTOR SUPPLEMENT
THIRD QUARTER 2008

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

	2007																		2008
																												Q3
	Q1			Q2			Q3			Q3 YTD			Q4			FY 2007			Q1			Q2			Q3			YTD
REVENUE
Industrial Products
Material Handling	$	293,466		$	299,588		$	276,236		$	869,290		$	275,963		$	1,145,253		$	287,208		$	306,988		$	286,568		$	880,764
Mobile Equipment		307,758			315,394			315,920			939,072			323,912			1,262,984			329,723			342,228			343,261			1,015,212
Eliminations		(219	)		(220	)		(203	)		(642	)		(335	)		(977	)		(157	)		(210	)		(218	)		(585	)
		601,005			614,762			591,953			1,807,720			599,540			2,407,260			616,774			649,006			629,611			1,895,391
Engineered Systems
Product Identification		206,625			224,353			227,617			658,595			253,985			912,580			231,526			249,250			234,868			715,644
Engineered Products		260,002			284,457			311,337			855,796			283,682			1,139,478			267,696			289,479			289,778			846,953
		466,627			508,810			538,954			1,514,391			537,667			2,052,058			499,222			538,729			524,646			1,562,597
Fluid Management
Energy		189,367			188,690			197,759			575,816			199,208			775,024			213,003			236,461			249,656			699,120
Fluid Solutions		169,669			174,579			176,756			521,004			186,109			707,113			188,328			210,207			202,054			600,589
Eliminations		(40	)		(24	)		(12	)		(76	)		(53	)		(129	)		(32	)		(38	)		(28	)		(98	)
		358,996			363,245			374,503			1,096,744			385,264			1,482,008			401,299			446,630			451,682			1,299,611
Electronic Technologies		321,173			340,717			363,002			1,024,892			365,211			1,390,103			351,757			379,958			362,446			1,094,161
Intra-segment eliminations		(3,368	)		(3,391	)		(3,306	)		(10,065	)		(4,094	)		(14,159	)		(3,566	)		(3,345	)		(2,609	)		(9,520	)
Total consolidated revenue	$	1,744,433		$	1,824,143		$	1,865,106		$	5,433,682		$	1,883,588		$	7,317,270		$	1,865,486		$	2,010,978		$	1,965,776		$	5,842,240
NET EARNINGS
Segment Earnings:
Industrial Products	$	74,521		$	88,796		$	77,418		$	240,735		$	71,751		$	312,486		$	78,838		$	87,925		$	74,690		$	241,453
Engineered Systems		51,657			77,828			84,223			213,708			78,019			291,727			62,996			80,045			82,032			225,073
Fluid Management		73,842			73,283			79,184			226,309			78,267			304,576			85,139			97,878			102,232			285,249
Electronic Technologies		36,949			45,354			50,801			133,104			47,233			180,337			36,234			51,029			53,826			141,089
Total Segments		236,969			285,261			291,626			813,856			275,270			1,089,126			263,207			316,877			312,780			892,864
Corporate expense / other		(22,392	)		(23,107	)		(21,093	)		(66,592	)		(20,578	)		(87,170	)		(29,969	)		(24,975	)		(30,785	)		(85,729	)
Net interest expense		(21,901	)		(22,684	)		(22,468	)		(67,053	)		(22,536	)		(89,589	)		(23,431	)		(27,388	)		(25,924	)		(76,743	)
Earnings from continuing operations before provision for income taxes		192,676			239,470			248,065			680,211			232,156			912,367			209,807			264,514			256,071			730,392
Provision for income taxes		54,856			64,799			65,938			185,593			57,024			242,617			61,876			77,604			65,736			205,216
Earnings from continuing operations		137,820			174,671			182,127			494,618			175,132			669,750			147,931			186,910			190,335			525,176
Earnings (loss) from discontinued operations, net		(8,889	)		(2,476	)		(7,537	)		(18,902	)		10,232			(8,670	)		(753	)		(51,634	)		(2,685	)		(55,072	)
Net earnings	$	128,931		$	172,195		$	174,590		$	475,716		$	185,364		$	661,080		$	147,178		$	135,276		$	187,650		$	470,104
SEGMENT OPERATING MARGIN
Industrial Products		12.4	%		14.4	%		13.1	%		13.3	%		12.0	%		13.0	%		12.8	%		13.5	%		11.9	%		12.7	%
Engineered Systems		11.1	%		15.3	%		15.6	%		14.1	%		14.5	%		14.2	%		12.6	%		14.9	%		15.6	%		14.4	%
Fluid Management		20.6	%		20.2	%		21.1	%		20.6	%		20.3	%		20.6	%		21.2	%		21.9	%		22.6	%		21.9	%
Electronic Technologies		11.5	%		13.3	%		14.0	%		13.0	%		12.9	%		13.0	%		10.3	%		13.4	%		14.9	%		12.9	%
Total Segment		13.6	%		15.6	%		15.6	%		15.0	%		14.6	%		14.9	%		14.1	%		15.8	%		15.9	%		15.3	%

2

DOVER CORPORATION — INVESTOR SUPPLEMENT
THIRD QUARTER 2008

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

	2007																		2008
										Q3																		Q3
	Q1			Q2			Q3			YTD			Q4			FY 2007			Q1			Q2			Q3			YTD
BOOKINGS
Industrial Products
Material Handling	$	304,050		$	286,875		$	272,405		$	863,330		$	278,625		$	1,141,955		$	296,278		$	313,199		$	292,436		$	901,913
Mobile Equipment		374,845			353,122			298,016			1,025,983			338,357			1,364,340			360,324			318,059			295,240			973,623
Eliminations		(438	)		(445	)		(324	)		(1,207	)		(349	)		(1,556	)		(296	)		(385	)		(193	)		(874	)
		678,457			639,552			570,097			1,888,106			616,633			2,504,739			656,306			630,873			587,483			1,874,662
Engineered Systems
Product Identification		215,596			219,111			231,166			665,873			253,343			919,216			239,547			250,538			233,196			723,281
Engineered Products		299,270			317,006			272,229			888,505			228,133			1,116,638			284,257			279,673			260,227			824,157
		514,866			536,117			503,395			1,554,378			481,476			2,035,854			523,804			530,211			493,423			1,547,438
Fluid Management
Energy		200,010			187,502			194,733			582,245			202,820			785,065			233,662			252,535			268,390			754,587
Fluid Solutions		171,944			180,964			177,021			529,929			186,715			716,644			197,289			217,466			195,253			610,008
Eliminations		(15	)		(16	)		(12	)		(43	)		(67	)		(110	)		(24	)		(32	)		(31	)		(87	)
		371,939			368,450			371,742			1,112,131			389,468			1,501,599			430,927			469,969			463,612			1,364,508
Electronic Technologies		311,840			354,858			381,804			1,048,502			330,049			1,378,551			360,337			384,790			363,535			1,108,662
Intra-segment eliminations		(3,019	)		(4,330	)		(4,453	)		(11,802	)		(2,837	)		(14,639	)		(2,992	)		(3,490	)		(1,755	)		(8,237	)
Total consolidated bookings	$	1,874,083		$	1,894,647		$	1,822,585		$	5,591,315		$	1,814,789		$	7,406,104		$	1,968,382		$	2,012,353		$	1,906,298		$	5,887,033
BACKLOG
Industrial Products
Material Handling	$	252,474		$	240,977		$	237,468					$	213,653					$	228,082		$	235,284		$	240,009
Mobile Equipment		501,591			541,683			529,423						543,776						575,070			549,430			498,908
Eliminations		(207	)		(236	)		(275	)					(195	)					(171	)		(186	)		(161	)
		753,858			782,424			766,616						757,234						802,981			784,528			738,756
Engineered Systems
Product Identification		66,875			62,216			68,682						68,938						79,956			82,196			76,247
Engineered Products		281,120			321,530			282,728						227,523						244,981			235,513			205,127
		347,995			383,746			351,410						296,461						324,937			317,709			281,374
Fluid Management
Energy		88,392			89,044			87,105						88,245						106,540			119,033			133,713
Fluid Solutions		65,683			72,028			73,007						73,713						85,130			91,870			82,998
Eliminations		(8	)		—			—						(14	)					(6	)		—			(3	)
		154,067			161,072			160,112						161,944						191,664			210,903			216,708
Electronic Technologies		229,010			243,996			266,474						232,704						246,711			251,403			248,725
Intra-segment eliminations		(1,193	)		(2,110	)		(3,224	)					(1,913	)					(2,038	)		(1,424	)		(540	)
Total consolidated backlog	$	1,483,737		$	1,569,128		$	1,541,388					$	1,446,430					$	1,564,255		$	1,563,119		$	1,485,023
ACQUISITION RELATED DEPRECIATION AND AMORTIZATION EXPENSE *
Industrial Products	$	6,741		$	6,697		$	7,213		$	20,651		$	7,179		$	27,830		$	9,215		$	8,070		$	7,805		$	25,090
Engineered Systems		11,607			5,459			5,755			22,821			6,441			29,262			6,109			6,116			6,103			18,328
Fluid Management		3,800			3,812			3,796			11,408			4,161			15,569			3,914			5,607			5,422			14,943
Electronic Technologies		8,756			10,319			9,957			29,032			9,264			38,296			8,902			9,416			9,304			27,622
	$	30,904		$	26,287		$	26,721		$	83,912		$	27,045		$	110,957		$	28,140		$	29,209		$	28,634		$	85,983

* 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
THIRD QUARTER 2008

DOVER CORPORATION
QUARTERLY EARNINGS PER SHARE
(unaudited)

	2007																	2008
										Q3																	Q3
	Q1			Q2			Q3			YTD			Q4		FY 2007			Q1			Q2			Q3			YTD
Basic earnings (loss) per common share:
Continuing operations	$	0.67		$	0.85		$	0.91		$	2.43		$	0.89	$	3.33		$	0.77		$	0.99		$	1.02		$	2.77
Discontinued operations		(0.04	)		(0.01	)		(0.04	)		(0.09	)		0.05		(0.04	)		(0.00	)		(0.27	)		(0.01	)		(0.29	)
Net earnings		0.63			0.84			0.87			2.34			0.95		3.28			0.76			0.72			1.01			2.48
Diluted earnings (loss) per common share:
Continuing operations	$	0.67		$	0.85		$	0.90		$	2.41		$	0.89	$	3.30		$	0.77		$	0.98		$	1.01		$	2.76
Discontinued operations		(0.04	)		(0.01	)		(0.04	)		(0.09	)		0.05		(0.04	)		(0.00	)		(0.27	)		(0.01	)		(0.29	)
Net earnings		0.63			0.84			0.86			2.32			0.94		3.26			0.76			0.71			1.00			2.47

4