SECURITIES AND EXCHANGE COMMISSION

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 July 21, 2004 was 203,326,981.

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Index
Form 10-Q

(All other schedules are not required and have been omitted)

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PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

DOVER CORPORATION

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

See Notes to Condensed Consolidated Financial Statements

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DOVER CORPORATION

DOVER CORPORATION

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

Dividends paid per share were $.30 and $.27 for the period ending June 30, 2004 and 2003, respectively.

See Notes to Condensed Consolidated Financial Statements

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DOVER CORPORATION

See Notes to Condensed Consolidated Financial Statements

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DOVER CORPORATION

See Notes to Condensed Consolidated Financial Statements

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DOVER CORPORATION

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

The Company has long-term incentive plans authorizing various types of market and performance based incentive awards that maybe granted to officers and employees. SFAS No. 123 and SFAS No. 148 “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. All granted stock options have a term of ten years and cliff vest after three years.

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:

NOTE C – Acquisitions

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The Company completed four acquisitions during the first six months of 2004. During the first six months of 2003, Dover completed two acquisitions, one of which closed during the second quarter of 2003. The acquisitions made during the first six months of 2004 and 2003 have been accounted for by the purchase method of accounting. Accordingly, the accounts of the acquired companies, after adjustment to reflect fair market values assigned to assets and liabilities, have been included in the consolidated financial statements from their respective dates of acquisitions. All 2004 acquisitions listed below are wholly owned and had an aggregate cost of approximately $86.4 million, including cash balance, at date of acquisition.

2004 Acquisitions

The following unaudited pro forma information presents the results of operations of the Company for the three and six month period ending June 30, 2004 as if the 2003 and 2004 acquisitions had taken place on January 1, 2003.