SECURITIES AND EXCHANGE COMMISSION

Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

DOVER CORPORATION

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

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

Indicate by checkmark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Securities Exchange Act). Yes [X] No [  ]

The number of shares outstanding of the Registrant’s common stock as April 26, 2004 was 203,253,378.

Table of Contents

PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS

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

The computations of basic and diluted earnings per share from continuing operations were as follows:

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DOVER CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited) (in thousands)

DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME
(unaudited) (in thousands)

Preferred Stock, $100 par value per share. 100,000 shares authorized; none issued.

Dividends paid per share were $.15 and $.135 for the period ending March 31, 2004 and 2003, respectively.

See Notes to Condensed Consolidated Financial Statements

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DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited) (in thousands)

See Notes to Condensed Consolidated Financial Statements

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

See Notes to Condensed Consolidated Financial Statements

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DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE A — Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and changes in financial position in conformity with accounting principles generally accepted in the United States of America. It is the opinion of the Company’s management that all adjustments necessary for a fair statement of the interim results presented have been reflected therein. All such adjustments were of a normal recurring nature. The results of operations of any interim period are not necessarily indicative of the results of operations for the fiscal year. Certain amounts in prior years have been reclassified to conform to the current quarter’s presentation.

For a more complete understanding of the Company’s financial position, operating results, business properties and other matters, reference is made to the Company’s Annual Report on Form 10-K which was filed with the Securities and Exchange Commission on February 27, 2004.

NOTE B — Stock-Based Compensation

SFAS No. 123 “Accounting for Stock-Based Compensation,” allows companies to measure compensation cost in connection with employee share option plans using a fair value based method or to continue to use an intrinsic value based method as defined by APB No. 25 “Accounting for Stock Issued to Employees,” which generally does not result in a compensation cost at time of grant. The Company accounts for stock-based compensation under APB 25, and does not recognize stock-based compensation expense upon the grant of its stock options because the option terms are fixed and the exercise price equals the market price of the underlying stock on the grant date.

The following table illustrates the effect on net earnings and basic diluted earnings per share if the Company had recognized compensation expense upon grant of the options, based on the Black-Scholes option pricing model:

The fair value of each option grant was estimated on the date of grant using a Black-Scholes option-pricing model with the following assumptions:

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NOTE C — Acquisitions

The Company completed six acquisitions during 2003. The following unaudited pro forma information presents the results of operations of the Company as if the 2003 acquisitions had taken place on January 1, 2003. There were no acquisitions during the first quarter of 2004.

These pro forma results of operations have been prepared for comparative purposes only and include certain adjustments, such as additional amortization and depreciation expense as a result of intangibles and fixed assets acquired. They do not purport to be indicative of the results of operations which actually would have resulted had the acquisitions occurred on the date indicated, or which may result in the future.

NOTE D — Inventory

Summary by Components

NOTE E — Property, Plant and Equipment

Summary by Components

The Company changed its method of depreciation for assets acquired on or after January 1, 2004 from an accelerated method to the straight-line method of depreciation. Management’s decision to change was based on the fact that straight-line depreciation has become a better method of matching revenue and expenses over the estimated useful life of capitalized assets given their characteristics and usage patterns. The Company has determined that the design and durability of these assets increasingly does not diminish to any significant degree over time and it is therefore preferable to recognize the related cost uniformly over their estimated useful lives. The effect of the change for the three month period ended March 31, 2004, was immaterial to the financial results of the Company.

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NOTE F — Goodwill

The following table provides the changes in carrying value of goodwill by market segment through the three months ended March 31, 2004:

NOTE G — Discontinued Operations

During the first quarter of 2004 Dover disposed of a small SEC business in the Technologies segment resulting in a gain on sale of $6.5 million, net of tax, which was offset by an adjustment to the fair value of two discontinued businesses from the Diversified segment, resulting in a charge of $6.9 million, net of tax. Comparatively, during the first quarter of 2003, Dover divested Wittemann from the Resources segment as well as small product line businesses at both OK International and Vectron International from the Technologies segment, all of which were previously classified as discontinued operations. The 2003 dispositions did not have a material impact on Dover’s financial results. Net earnings from discontinued operations during the first quarter of 2003 were primarily income from operations.

NOTE H — Debt

Dover’s long-term notes with a book value of $1,006.1 million at March 31, 2004, had a fair value of approximately $1,124.0 million at March 31, 2004. The estimated fair value of the Company’s long-term notes is based on quoted market prices for similar issues. As of March 31, 2004, Dover is in compliance with all debt covenants.

During 2003, the Company entered into three $50.0 million interest rate swap agreements terminating on June 1, 2008, for a total notional amount of $150.0 million, designated as fair value hedges of the $150.0 million 6.25% Notes, due on June 1, 2008, to exchange fixed rate interest for variable rate interest. During the first quarter of 2004, the Company terminated one of these interest rate swaps with a notional amount of $50.0 million with no material impact to the Company. The remaining two swaps, and the net interest payments or receipts from these agreements are recorded as adjustments to interest expense. There is no hedge ineffectiveness as of March 31, 2004, and the fair value of the interest rate swaps of $4.7 million was determined through market quotations and is reported in other assets and long-term debt.

Subsequent to the first quarter, the Company entered into one interest rate swap agreement terminating on June 1, 2008, with a total notional amount of $50.0 million designated in a foreign currency to exchange fixed rate interest for variable rate interest. This swap is designated as a fair value hedge of the 6.25% Notes, due June 1, 2008.

NOTE I — Commitments and Contingent Liabilities

A few of the Company’s subsidiaries are involved in legal proceedings relating to the cleanup of waste disposal sites identified under federal and state statutes which provide for the allocation of such costs among “potentially responsible parties.” In each instance the extent of the Company’s liability appears to be very small in relation to the total projected expenditures and the number of other “potentially responsible parties” involved and is anticipated to be immaterial to the Company. In addition, a few of the Company’s subsidiaries are involved in ongoing remedial activities at certain plant sites, in cooperation with regulatory agencies, and appropriate reserves have been established.

The Company and certain of its subsidiaries are also parties to a number of other legal proceedings incidental to their businesses. Management and legal counsel periodically review the probable outcome of such proceedings, the costs and expenses reasonably expected to be incurred, the availability and extent of insurance coverage and established reserves. While it is not possible at this time to predict the outcome of these legal actions, in the opinion of management, based on these reviews, it is remote that the disposition of the lawsuits and the other matters mentioned above will have a material adverse effect on the financial position, results of operations or cash flows of the Company.

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Estimated warranty program claims are provided for at the time of sale. Amounts provided for are based on historical costs and adjusted new claims. A roll forward of the warranty provision through March 31, 2004, is as follows:

NOTE J — Employee Benefit Plans

The following table sets forth the components of the Company’s net periodic expense for the three months ended March 31, 2004 and 2003: