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): April 23, 2010

DOVER CORPORATION

(Exact Name of Registrant as Specified in Charter)

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 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 April 23, 2010, Dover Corporation (i) issued the press release attached hereto as Exhibit 99.1 announcing its results of operations for the quarter ended March 31, 2010; and (ii) posted on its website at http://www.dovercorporation.com the investor supplement attached hereto as Exhibit 99.2 for the quarter ended March 31, 2010 and the presentation slides attached hereto as Exhibit 99.3 for the quarter ended March 31, 2010.

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 April 23, 2010.
	99.2	Investor Supplement Posted on Dover Corporation’s Website at http://dovercorporation.com.
	99.3	Presentation Slides 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: April 23, 2010	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 April 23, 2010
99.2	Investor Supplement Posted on Dover Corporation’s Website at http://dovercorporation.com
99.3	Presentation Slides 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

DOVER CORPORATION REPORTS FIRST QUARTER 2010 RESULTS

• Reports revenue of $1.6 billion, up 15% over the prior year

• Delivers diluted earnings per share from continuing operations of $0.65, up 97% over last year

• Generates bookings of $1.8 billion, yielding a book-to-bill of 1.12

• Raises guidance for full year diluted earnings per share from continuing operations to $2.70 – $2.95

New York, New York, April 23, 2010 — Dover Corporation (NYSE: DOV) announced today that for the first quarter ended March 31, 2010, earnings from continuing operations were $121.5 million or $0.65 diluted earnings per share (“EPS”), compared to $61.1 million or $0.33 EPS from continuing operations in the prior-year period, representing increases of 99% and 97%, respectively. Revenue for the first quarter of 2010 was $1.6 billion, an increase of 15% over the prior-year period. The revenue increase was driven by organic revenue growth of 7%, a 5% increase from prior year acquisitions and a 3% favorable impact from foreign exchange.

Commenting on the first quarter results, Dover’s President and Chief Executive Officer, Robert A. Livingston, said, “After a difficult 2009, I am encouraged by our solid first quarter performance. Volume increases in Electronic Technologies, Fluid Management and Product ID, coupled with the benefits of restructuring, resulted in segment margins of 15%, which helped to essentially double our earnings from the prior year. Revenue growth of 15% was above the high-end of our expectations and broad-based. Order trends continued to improve throughout the quarter for the majority of our businesses, with particular strength exhibited by Engineered Systems and Electronic Technologies. Clearly, we are seeing evidence of a global economic recovery across a wide portion of our portfolio and we expect these trends to benefit us next quarter and for the year.

“Looking forward, the strength of our first quarter, combined with our book-to-bill of 1.12 and a positive business climate so far, leads us to believe full-year results will be higher than those previously anticipated. We now estimate full year revenue growth will be 10% – 13%, comprised of organic revenue growth of 7% – 10%, and 3% growth from 2009 acquisitions. Based on these revenue assumptions, we now anticipate full-year earnings per share will be in the range of $2.70 – $2.95. Our business leaders have done a fine job leveraging volume improvements in the first quarter, and we expect this trend to continue.”

Net earnings for the first quarter of 2010 were $108.1 million or $0.58 EPS, including a loss from discontinued operations of $13.4 million or $0.07 EPS, compared to net earnings of $53.4 million

2 

or $0.29 EPS for the same period of 2009, which included a loss from discontinued operations of $7.7 million or $0.04 EPS.

Dover will host a webcast of its first quarter 2010 conference call at 9:00 A.M. Eastern Time on Friday, April 23, 2010. 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. Additional information on Dover’s first quarter 2010 results and its operating companies can also be found on the Company website.

Dover Corporation 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.

This press release contains “forward-looking” statements within the meaning of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other things, income, earnings, cash flows, changes in operations, operating improvements, industries in which Dover companies operate and the U.S. and global economies. Statements in this press release that are not historical may be indicated by words or phrases such as “anticipates,” “expects,” “believes,” “indicates,” “suggests,” “will,” “plans,” “supports,” “projects,” “should,” “would,” “could,” “hope,” “forecast” and “management is of the opinion,” use of future tense and similar words or phrases. Forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from current expectations, including, but not limited to, current economic conditions and uncertainties in the credit and capital markets; the Company’s ability to achieve expected savings from integration, synergy and other cost-control initiatives; the ability to identify and successfully consummate value-adding acquisition opportunities; increased competition and pricing pressures in the markets served by Dover’s operating companies; the ability of Dover’s companies to expand into new geographic markets and to anticipate and meet customer demands for new products and product enhancements; increases in the cost of raw materials; changes in customer demand; political events that could impact the worldwide economy; the impact of natural disasters and their effect on global energy markets; a downgrade in Dover’s credit ratings; international economic conditions including interest rate and currency exchange rate fluctuations; the relative mix of products and services which impacts margins and operating efficiencies; short-term capacity constraints; domestic and foreign governmental and public policy changes including environmental regulations and tax policies (including domestic and international export subsidy programs, R&E credits and other similar programs); unforeseen developments in contingencies such as litigation; protection and validity of patent and other intellectual property rights; the cyclical nature of some of Dover’s companies; domestic housing industry weakness; and continued events in the Middle East and possible future terrorist threats and their effect on the worldwide economy. 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 — FIRST QUARTER 2010

DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited) (in thousands, except per share figures)

	Three Months Ended March 31,
	2010			2009
Revenue	$	1,583,270		$	1,379,085
Cost of goods and services		971,114			896,942
Gross profit		612,156			482,143
Selling and administrative expenses		409,169			367,390
Operating earnings		202,987			114,753
Interest expense, net		27,169			22,398
Other income, net		(1,242	)		(1,736	)
Total interest/other income, net		25,927			20,662
Earnings before provision for income taxes and discontinued operations		177,060			94,091
Provision for income taxes		55,575			32,997
Earnings from continuing operations		121,485			61,094
Loss from discontinued operations, net		(13,359	)		(7,669	)
Net earnings	$	108,126		$	53,425
Basic earnings (loss) per common share:
Earnings from continuing operations	$	0.65		$	0.33
Loss from discontinued operations, net		(0.07	)		(0.04	)
Net earnings		0.58			0.29
Weighted average shares outstanding		187,093			186,011
Diluted earnings (loss) per common share:
Earnings from continuing operations	$	0.65		$	0.33
Loss from discontinued operations, net		(0.07	)		(0.04	)
Net earnings		0.58			0.29
Weighted average shares outstanding		187,886			186,121
Dividends paid per common share	$	0.26		$	0.25

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

	Three Months Ended March 31,
	2010		2009
Weighted average shares outstanding — Basic		187,093		186,011
Dilutive effect of assumed exercise of employee stock options, SAR’s and performance shares		793		110
Weighted average shares outstanding — Diluted		187,886		186,121
Anti-dilutive options, SAR’s and performance shares excluded from diluted EPS computation		2,928		11,104

DOVER CORPORATION — INVESTOR SUPPLEMENT
FIRST QUARTER 2010

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

	2009															2010
	Q1			Q2			Q3			Q4			FY 2009			Q1
REVENUE
Industrial Products
Material Handling	$	186,651		$	153,574		$	154,238		$	165,890		$	660,353		$	189,052
Mobile Equipment		248,292			229,522			242,011			242,352			962,177			240,140
Eliminations		(152	)		(147	)		(209	)		(230	)		(738	)		(395	)
		434,791			382,949			396,040			408,012			1,621,792			428,797
Engineered Systems
Product Identification		177,358			193,018			211,952			219,948			802,276			212,501
Engineered Products		223,426			274,398			308,741			253,095			1,059,660			271,772
		400,784			467,416			520,693			473,043			1,861,936			484,273
Fluid Management
Energy		176,334			138,415			144,664			164,798			624,211			205,327
Fluid Solutions		154,488			156,897			164,604			170,860			646,849			175,504
Eliminations		(50	)		(43	)		(21	)		(36	)		(150	)		(31	)
		330,772			295,269			309,247			335,622			1,270,910			380,800
Electronic Technologies		214,035			245,953			275,266			291,700			1,026,954			290,989
Intra-segment eliminations		(1,297	)		(1,255	)		(1,635	)		(1,716	)		(5,903	)		(1,589	)
Total consolidated revenue	$	1,379,085		$	1,390,332		$	1,499,611		$	1,506,661		$	5,775,689		$	1,583,270
NET EARNINGS
Segment Earnings:
Industrial Products	$	34,544		$	25,421		$	38,119		$	41,673		$	139,757		$	51,039
Engineered Systems		43,305			57,463			78,194			48,306			227,268			54,842
Fluid Management		75,442			55,572			60,677			67,578			259,269			86,767
Electronic Technologies		(12,110	)		17,993			38,160			39,651			83,694			44,904
Total Segments		141,181			156,449			215,150			197,208			709,988			237,552
Corporate expense / other		(24,692	)		(29,613	)		(34,106	)		(29,584	)		(117,995	)		(33,323	)
Net interest expense		(22,398	)		(24,840	)		(26,299	)		(26,838	)		(100,375	)		(27,169	)
Earnings from continuing operations before provision for income taxes		94,091			101,996			154,745			140,786			491,618			177,060
Provision for income taxes		32,997			1,120			47,261			38,346			119,724			55,575
Earnings from continuing operations		61,094			100,876			107,484			102,440			371,894			121,485
Earnings (loss) from discontinued operations, net		(7,669	)		(3,793	)		(600	)		(3,394	)		(15,456	)		(13,359	)
Net earnings	$	53,425		$	97,083		$	106,884		$	99,046		$	356,438		$	108,126
SEGMENT OPERATING MARGIN
Industrial Products		7.9	%		6.6	%		9.6	%		10.2	%		8.6	%		11.9	%
Engineered Systems		10.8	%		12.3	%		15.0	%		10.2	%		12.2	%		11.3	%
Fluid Management		22.8	%		18.8	%		19.6	%		20.1	%		20.4	%		22.8	%
Electronic Technologies		-5.7	%		7.3	%		13.9	%		13.6	%		8.1	%		15.4	%
Total Segment		10.2	%		11.3	%		14.3	%		13.1	%		12.3	%		15.0	%

DOVER CORPORATION — INVESTOR SUPPLEMENT
FIRST QUARTER 2010

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

	2009															2010
	Q1			Q2			Q3			Q4			FY 2009			Q1
BOOKINGS
Industrial Products
Material Handling	$	118,343		$	126,225		$	162,759		$	180,349		$	587,676		$	204,098
Mobile Equipment		210,558			245,937			191,539			253,130			901,164			231,128
Eliminations		(22	)		(203	)		(337	)		(424	)		(986	)		(407	)
		328,879			371,959			353,961			433,055			1,487,854			434,819
Engineered Systems
Product Identification		175,680			205,736			212,642			223,301			817,359			220,410
Engineered Products		236,353			259,869			258,634			263,211			1,018,067			368,133
		412,033			465,605			471,276			486,512			1,835,426			588,543
Fluid Management
Energy		142,721			132,855			157,763			176,706			610,045			208,669
Fluid Solutions		150,376			159,482			165,601			169,639			645,098			179,037
Eliminations		(43	)		(39	)		(41	)		(17	)		(140	)		(84	)
		293,054			292,298			323,323			346,328			1,255,003			387,622
Electronic Technologies		223,707			243,274			283,035			305,266			1,055,282			358,477
Intra-segment eliminations		(1,291	)		(1,435	)		(1,790	)		(1,600	)		(6,116	)		(1,615	)
Total consolidated bookings	$	1,256,382		$	1,371,701		$	1,429,805		$	1,569,561		$	5,627,449		$	1,767,846
BACKLOG
Industrial Products
Material Handling	$	120,066		$	93,247		$	102,146		$	116,658					$	131,521
Mobile Equipment		349,358			368,315			318,496			329,774						319,801
Eliminations		(48	)		(143	)		(170	)		(371	)					(386	)
		469,376			461,419			420,472			446,061						450,936
Engineered Systems
Product Identification		57,801			66,288			72,523			74,700						78,976
Engineered Products		196,394			245,165			199,888			218,520						314,465
		254,195			311,453			272,411			293,220						393,441
Fluid Management
Energy		58,771			54,734			66,043			77,173						76,844
Fluid Solutions		60,781			63,788			65,081			60,540						63,535
Eliminations		(5	)		(1	)		(21	)		(2	)					(55	)
		119,547			118,521			131,103			137,711						140,324
Electronic Technologies		186,850			185,512			194,414			206,893						271,340
Intra-segment eliminations		(42	)		(242	)		(426	)		(337	)					(362	)
Total consolidated backlog	$	1,029,926		$	1,076,663		$	1,017,974		$	1,083,548					$	1,255,679
ACQUISITION RELATED DEPRECIATION AND AMORTIZATION EXPENSE *
Industrial Products	$	8,388		$	7,708		$	7,770		$	8,182		$	32,048		$	7,575
Engineered Systems		6,071			6,436			6,580			7,579			26,666			7,916
Fluid Management		4,828			4,592			4,432			4,537			18,389			5,429
Electronic Technologies		8,286			8,217			8,268			8,432			33,203			8,369
	$	27,573		$	26,953		$	27,050		$	28,730		$	110,306		$	29,289

* 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.

DOVER CORPORATION — INVESTOR
SUPPLEMENT FIRST QUARTER 2010

DOVER CORPORATION
QUARTERLY EARNINGS PER SHARE
(unaudited)

	2009															2010
	Q1			Q2			Q3			Q4			FY 2009			Q1
Basic earnings (loss) per common share:
Continuing operations	$	0.33		$	0.54		$	0.58		$	0.55		$	2.00		$	0.65
Discontinued operations		(0.04	)		(0.02	)		(0.00	)		(0.02	)		(0.08	)		(0.07	)
Net earnings		0.29			0.52			0.57			0.53			1.91			0.58
Diluted earnings (loss) per common share:
Continuing operations	$	0.33		$	0.54		$	0.58		$	0.55		$	1.99		$	0.65
Discontinued operations		(0.04	)		(0.02	)		(0.00	)		(0.02	)		(0.08	)		(0.07	)
Net earnings		0.29			0.52			0.57			0.53			1.91			0.58

DOVER CORPORATION — INVESTOR
SUPPLEMENT FIRST QUARTER 2010

DOVER CORPORATION
QUARTERLY FREE CASH FLOW
(unaudited) (in thousands)

	2009															2010
	Q1			Q2			Q3			Q4			FY 2009			Q1
Cash From Operations	$	114,866		$	192,436		$	246,811		$	247,947		$	802,060		$	87,066
CAPEX		(31,475	)		(26,976	)		(24,799	)		(36,759	)		(120,009	)		(39,336	)
Free Cash Flow	$	83,391		$	165,460		$	222,012		$	211,188		$	682,051		$	47,730
Free Cash Flow to Earnings From Continuing Operations		136.5	%		164.0	%		206.6	%		206.2	%		183.4	%		39.3	%

EX-99.3

Exhibit 99.3

Dover Corporation First Quarter 2010 Conference Call April 23, 2010 9:00 am

2 Forward Looking Statements We want to remind everyone that our comments may contain forward-looking statements that are inherently subject to uncertainties. We caution everyone to be guided in their analysis of Dover Corporation by referring to our Form 10-K for a list of factors that could cause our results to differ from those anticipated in any such forward looking statements. We would also direct your attention to our internet site, www.dovercorporation.com, where considerably more information can be found.

3 Dover's Q1 2010 Performance Continuing Earnings Per Share 2008 $3.67 Revenue $ 1.6B ^ 15% EPS (cont.) $0.65 ^ 97% Segment Margins 15.0% ^ 480 bps Organic Revenue ^ 7% Net Acq. Growth ^ 5% Free Cash Flow $48M ^ 43% Quarterly revenue and earnings increases reflect improving end-markets, and benefits of prior restructuring Sequential and year-over-year bookings improvement is broad-based; book-to-bill of 1.12 Segment operating margin of 15.0%; also strong sequential improvement vs. Q4 2009 Organic revenue growth of 7% driven by Fluid Solutions and Electronic Technologies Q1 Q1/Q1 2009 $1.99 $0.65 2010

4 Revenue Q1 2010 Industrial Products Engineered Systems Fluid Management Electronic Technologies Total Dover Organic -2% 2% 10% 33% 7% Net Acquisitions - 15% 3% - 5% Currency 1% 4% 2% 3% 3% Total -1% 21% 15% 36% 15%

5 Sequential Results - Q1 10 / Q4 09 Material Handling Fluid Solutions Mobile Equipment Energy Product Identification Engineered Products ^ 5% ^ 2% Flat Electronic Technologies

6 Industrial Products Revenue growth in military winch and auto service, offset by weakness in construction, trailer and certain military applications Margin improvements driven by prior restructuring efforts Quarterly bookings up 32% year-over-year on strong military winch orders and improving auto-service markets Construction related businesses beginning to see modest pick-up in orders Book-to-bill remains positive for second straight quarter at 1.01 $ in millions Q1 2010 Q1 2009 % Change Revenue $429 $435 -1% Earnings $ 51 $ 35 +48% Margin 11.9% 7.9% ^ 400 bps Bookings $435 $329 +32% Quarterly Comments

7 Engineered Systems Revenue gains from Product ID and 2009 acquisitions; Tyler & Barker acquisitions: $57M Improved operating margin negatively impacted by product mix, material inflation at SWEP and weakness in commercial cooking equipment Markem-Imaje business trends remain solid; Datamax-O'Neil dealing with supply shortages •Bookings up 43% year over year reflecting strong seasonal upswing at Hill Phoenix; book- to-bill is 1.22 $ in millions Quarterly Comments Q1 2010 Q1 2009 % Change Revenue $484 $401 +21% Earnings $ 55 $ 43 +27% Margin 11.3% 10.8% ^ 50 bps Bookings $589 $412 +43%

8 Fluid Management Revenue growth driven by NA rig count growth, shale basin activity and solid pump demand Operating margin remained strong at 22.8% Pump markets showing nice recovery and Inpro-Seal acquisition off to a good start Bookings growth solid across the segment; book-to-bill 1.02 $ in millions Quarterly Comments Q1 2010 Q1 2009 % Change Revenue $381 $331 +15% Earnings $ 87 $ 75 +15% Margin 22.8% 22.8% Flat Bookings $388 $293 +32%

9 Electronic Technologies Year-over-year revenue growth driven by strong demand for electronic assembly equipment and MEMS microphones MEMS, hearing aid, electronic assembly and commercial telecom continue to improve sequentially Operating margin of 15.4% resulting from higher volume and restructuring benefits Year-over-year bookings up at every company resulting is book- to-bill of 1.23 $ in millions Quarterly Comments Q1 2010 Q1 2009 % Change Revenue $291 $214 +36% Earnings $ 45 ($ 12) +471% Margin 15.4% (5.7%) ^ 2110 bps Bookings $358 $224 +60%

Q1 2010 Overview Q1 2010 Free Cash Flow $47.7 million, 3% of revenue Net Interest Expense $27.2 million, up $5 million from prior year reflecting lower yield on cash balances Net Debt to Capital 19.4%, up 100 bps from year-end 2009, as a result of investments in working capital Effective Tax Rate (ETR) 31.4%, down 370 bps from last year due to geographic earnings mix. Corporate Expense $33.3 million, up $8.6 million reflecting costs associated with supply chain and relocation 10

11 2010 Guidance - Update Revenue: Core revenue: ^ 7% - 10% 2009 Acquisitions: ^ 3% Total revenue: ^ 10% - 13% Corporate expense: ^ $130 million Interest expense: $105 - $110 million Full-year tax rate: 29% - 30% Capital expenditures: ^ 2.5% of revenue Free cash flow for full year: ^ 10% of revenue Full year EPS: $2.70 - $2.95

12 2010 EPS Guidance Bridge - Cont. Ops 2009 EPS - Continuing Ops $1.99 Volume, mix, price (inc. FX): $0.60 - $0.84 2009 acquisitions: $0.10 Net benefits of restructuring/productivity: $0.45 - $0.51 Compensation & benefits: ($0.10 - $0.18) Corporate expense: ($0.04) Interest: ($0.03) Tax rate / other: ($0.27 - $0.24) 2010 EPS - Continuing Ops $2.70 - $2.95