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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of the Securities
[X] Exchange Act of 1934

For the fiscal year ended December 31, 1996

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

For the transition period from to .

Commission File No. 1-4018

DOVER CORPORATION
(Exact name of Registrant as specified in its charter)

Delaware 53-0257888
(State of Incorporation) (I.R.S. Employer Identification
No.)

280 Park Avenue, New York, NY 10017
(Address of principal executive offices) (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange
Title of each class on which registered

Common Stock, par value $1. New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

Title of class

6.45% Notes due November 15, 2005

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Indicate by check mark 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 (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past ninety days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]

The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of the close of business February 28, 1997 was $5,246,834,576.
Registrant's closing price as reported on the New York Stock Exchange-Composite
Transactions for February 28, 1997 was $49.625 per share.

The number of outstanding shares of the Registrant's common stock as of February
28, 1997 was 112,707,541.

DOCUMENTS INCORPORATED BY REFERENCE

Parts I, II, and IV - Certain portions of the Annual Report to
Stockholders for Fiscal Year Ended December 31, 1996
(the "1996 Annual Report").

Parts II, and III - Certain portions of the Proxy Statement for Annual
Meeting to be held on April 22, 1997 (the "1997 Proxy
Statement").

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PART I

Item 1. BUSINESS

General

Dover Corporation ("Dover" or the "Company"), originally
incorporated in 1947 in the State of Delaware, is a diversified industrial
manufacturing corporation encompassing over 50 different operating companies
which manufacture a broad range of specialized industrial products and
sophisticated manufacturing equipment.

The Company's businesses are divided into five business segments.
Dover Diversified builds sophisticated assembly and production machines, heat
transfer equipment and specialized compressors, as well as sophisticated
products and control systems for use in the defense, aerospace and commercial
building industries. Dover Elevator manufactures, installs and services
elevators primarily in North America. Dover Industries makes products for use in
the waste handling, bulk transport, automotive service, commercial food service
and machine tool industries. Dover Resources manufactures products primarily for
the automotive, fluid handling, petroleum and chemical industries. Dover
Technologies builds primarily sophisticated automated assembly equipment for the
electronics industry, industrial printers for coding and marking and, to a
lesser degree, specialized electronic components.

The Company emphasizes growth and strong internal cash flow. It has
a long-standing and successful acquisition program pursuant to which, from
January 1, 1992 through December 31, 1996, the Company made 50 acquisitions at a
total acquisition cost of $1.2 billion. For more detail regarding acquisitions
over the past several years, see page 4 of the 1996 Annual Report as well as
Note 2 to the Consolidated Financial Statements on pages 25-26 of the 1996
Annual Report, which are hereby incorporated by reference. These acquisitions
have had a substantial impact on the Company's increase in sales and earnings
since 1993. The Company's acquisition program traditionally focused on acquiring
new or stand-alone businesses. However, since 1993, increased emphasis has been
placed on acquiring businesses which can be added on to existing operations. In
1996, the Company completed two stand-alone and eight add-on acquisitions at a
total cost of about $267 million. The Company aims to be in businesses marked by
growth, innovation and higher than average profit margins. It seeks to have each
of its businesses be a leader in its market as measured by market share,
innovation, profitability and return on assets.

The Company practices a highly decentralized management style. The
presidents of operating companies are very autonomous and have a high level of
independent responsibility for their businesses and their performance. This is
in keeping with the Company's operating philosophy that small independent
operations are better able to serve customers by focusing closely on their
products and reacting quickly to customer needs. The Company's executive
management becomes involved

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only to guide and manage capital, assist in major acquisitions, evaluate,
motivate and, if necessary, replace operating management, and provide selected
other services.

Dover Diversified manufactures equipment and components for
industrial, commercial, and defense applications. The largest operations are
Belvac, acquired in 1993 (can-making machinery), Tranter (process industry heat
exchangers), A-C Compressor, acquired in 1992 (process industry compressors),
and Hill Phoenix, acquired in 1993-94 (refrigeration cases and systems for
supermarkets). In the second quarter of 1995, Dover Diversified acquired Mark
Andy, a leading manufacturer of narrow web flexographic printing presses. Other
Dover Diversified businesses produce such products as fluid film and
self-lubricating bearings, metal and fabric expansion joints, submarine and
aircraft hydraulic controls, remote manipulators and industrial cleaning
equipment.

Dover Elevator is the nation's largest manufacturer and installer,
and one of the largest servicers, of elevators for low- and mid-rise buildings.
Dover Elevator also participates in the high-rise market for new equipment and
service. Dover Elevator also sells and services elevators in foreign markets,
principally the United Kingdom and Canada. Somewhat less than half of Dover
Elevator's sales and almost all of its profits are generated by the service
business. During 1994 and 1995, Dover Elevator took charges against earnings of
$12 and $32 million, respectively, in connection with the reorganization of
General Elevator Company in 1994, and a restructuring of North American
operations in 1995, including consolidation of manufacturing operations and a
12% reduction in the salaried workforce.

Dover Industries manufactures a diverse mix of equipment and
components for use in the waste handling, bulk transport, automotive service,
commercial food service, machine tool and other industries. The largest
operations are Heil, acquired in 1993 (trailerized tanks and refuse collecting
vehicles), Tipper Tie (clip closures for food packaging), Marathon, acquired at
the end of 1990 (solid waste compaction, transporting and recycling equipment),
Rotary Lift (automotive lifts), and Groen (food service equipment). In 1994,
Tipper Tie acquired Technopack of Hamburg, Germany, a former licensee, and
combined it with Tipper Tie's European operations. Other Dover Industries
operations produce auto collision measuring and repair systems, commercial
refrigeration, welding torches, plasma cutting products and screw machines. In
the third quarter of 1996, Dover Industries sold Dietrich Standard, a
manufacturer of flow measurement systems.

Dover Resources manufactures components and equipment primarily for
the automotive, fluid handling, petroleum and chemical industries. Its largest
businesses are De-Sta-Co (compressor valves and workholding devices), OPW
Fueling Components (gasoline nozzles and related service station equipment), and
Blackmer (rotary vein and progressive cavity pumps and gas compressors). At the
beginning of 1994, Dover Resources acquired Midland Manufacturing, a market
leader in safety valves and gauging equipment for rail tank cars. In late 1996,
Dover Resources acquired Tulsa Winch, a producer of winches and speed reducers.
Also in 1996,

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Wittemann, part of Dover Resources, made an "add-on" acquisition of Realcold, a
manufacturer of merchant CO(2) and refrigeration systems. Other Dover
Resources companies produce liquid monitoring, filtration and control systems,
oil and gas production equipment, and other valve, instrumentation and control
systems and products.

Dover Technologies sells assembly equipment, screen printers, and
soldering machines for the printed circuit board industry, as well as components
for communications (including wireless) and military applications. The most
significant business in this segment is Universal Instruments which, in 1996,
accounted for approximately half of Technologies' sales. Universal Instruments'
sales and operating profit for 1996 decreased significantly from 1995, but both
were higher than in any year before 1995. Universal Instruments is the world's
largest producer of thru-hole printed circuit board assembly equipment, as well
as a significant manufacturer of surface mount printed circuit board assembly
equipment. Imaje had record operating profits of over $50 million in 1996 and
accounted for approximately 4% of the sales of Dover Corporation. During 1996,
Dover Technologies sold Measurement Systems, Inc., a manufacturer of manual
positioning controls. In the third quarter of 1996, Quadrant, which is part of
Dover Technologies, acquired KVG, a manufacturer of high frequency crystals and
oscillators. In November 1996, Dover Technologies acquired Everett Charles
Technologies, based in Pomona, California. Everett Charles is the leading
producer of machines for the testing of circuitry on printed circuit boards
before the boards are populated with components. In addition, it is the leader
in design and manufacture of text fixtures for populated boards and the largest
producer of spring-loaded test probes, which are used in both bare-board and
populated-board testing.

Dover sells its products and services both directly and through
various distributors, sales and commission agents and manufacturers
representatives, in all cases consistent generally with the custom of the
industry and market being served. For more information on these segments and
their products, sales, markets served, earnings before tax and total assets for
the six years ended December 31, 1996, see pages 8 through 19 of the 1996 Annual
Report, which are hereby incorporated by reference.

Raw Materials

Dover's operating companies use a wide variety of raw materials,
primarily metals and semi-processed or finished components, which are generally
available from a number of sources. Temporary shortages may occur occasionally,
but have not resulted in business interruptions or major problems, nor are any
such problems anticipated. To date, fluctuations in the cost of raw materials
have not had a material impact on operating profits.

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Research and Development

Dover's operating companies are encouraged to develop new products
as well as upgrade and improve existing products to satisfy customer needs,
expand sales opportunities, improve product reliability and reduce production
costs. During 1996, approximately $98.9 million was spent on research and
development, compared with $94.4 million and $96.9 million in 1995 and 1994,
respectively.

Intellectual Property

Dover holds or is licensed to use a substantial number of U.S.
patents covering a number of its product lines, and to a far lesser degree
patents in certain foreign countries where it conducts business. Dover licenses
some of its patents to other companies for which it collects royalties which are
not significant. These patents have been obtained over a number of years and
expire at various times. Although patents in the aggregate are important to
Dover, the loss or expiration of any one patent or group of patents would not
materially affect Dover or any of its segments. Where patents have expired,
Dover believes that its commitment to leadership in continuous engineering
improvements, manufacturing techniques, and other sales, service and marketing
efforts are significant to maintaining its general market leadership position.

Many of the Company's products are sold under various registered and
unregistered trademarks and tradenames owned or licensed by the Company. Among
the most significant are: A-C Compressor, Blackmer, De-Sta-Co., Davenport, DEK,
Dover, Duncan, Everett Charles, Groen, Heil, Imaje, Marathon, Norris, OPW,
Rotary Lift, Sargent, SWEP, Tipper Tie, Tranter and Universal

Seasonality

Dover's operations are generally not seasonal, although performance
tends to be stronger in the second and fourth quarters of the year.

Customers

Dover's businesses serve thousands of customers, no one of which
accounted for more than 10% of sales in 1996. Within each of the five segments,
no customer accounted for more than 10% of segment sales in 1996.

Backlog

Backlog generally is not considered a significant factor in Dover's
businesses, as most products have relatively short delivery periods. It is more
relevant to those businesses which produce larger and more sophisticated
machines, or have long-term government contracts, primarily A-C Compressor,
Belvac, Dover Elevator International, Heil Trailer, Mark Andy, Sargent Controls
and Universal.

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Total Company backlog as of December 31, 1996 and 1995 was $871.2
million and $996.7 million, respectively.

Competition

Dover's competitive environment is complex because of the wide
diversity of products manufactured and markets served. In general, Dover
companies are market leaders which compete with only a few companies. In
addition, since most of Dover's manufacturing operations are in the United
States, Dover usually is a more significant competitor domestically than in
foreign markets

In the Elevator segment, Dover competes for the manufacture and
installation of elevators with a few generally large multinational competitors
and maintains a strong domestic position. Its primary competitors are Otis,
Westinghouse/Schindler and Montgomery/Kone. For service work, there are numerous
local, regional and national competitors.

In the Technologies segment, Dover competes globally against a few
very large companies, primarily based in Japan or Europe. Its primary
competitors are Japanese producers, including Fuji Machine, Panasonic and TDK.

Within the other three segments, competition is primarily domestic,
although an increasing number see more international competitors and several
serve markets which are predominantly international, particularly A-C
Compressor, Alberta Oil Tool, Belvac, Civacon, CRL, De-Sta-Co, Duncan, Norris,
OPW Fueling Components, Ronningen-Petter, Tipper Tie Technopak, Tranter and
Wittemann.

International

For foreign sales and assets, see Note 15 to the Consolidated
Financial Statements on page 30 of the 1996 Annual Report, which is incorporated
herein by reference. Export sales of domestic operations were $817.8 million in
1996, $733.0 million in 1995 and $524.2 million in 1994.

Although international operations are subject to certain risks, such
as price and exchange rate fluctuations and foreign governmental restrictions,
Dover intends to increase its expansion into foreign markets, particularly with
respect to its elevator business, as domestic markets mature.

The countries where most of Dover's foreign subsidiaries and
affiliates are based are Canada, France, Great Britain, Germany and Sweden.

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Environmental Matters

Dover believes its operations generally are in substantial
compliance with applicable regulations. In some instances, particular plants and
businesses have been the subject of administrative and legal proceedings with
governmental agencies relating to the discharge or potential discharge of
substances. Where necessary, these matters have been addressed with specific
consent orders to achieve compliance. Dover believes that continued compliance
will not have any material impact on the Company's financial position going
forward and will not require significant capital expenditures.

Employees

The Company had about 26,000 employees as of December 31, 1996.

Forward Looking Statements

Various sections of this Annual Report, particularly those headed
"Outlook" contained in the 1996 Annual Report, contain forward-looking
statements that are based on (a) current expectations, estimates and projections
relating to the industries in which the Company operates, (b) management's
beliefs and (c) assumptions made by management. These statements are not
guarantees of future performance and involve certain risk, uncertainties and
assumptions ("Future Factors") which are difficult to predict. Therefore, actual
outcomes and results may differ materially from what is expressed or forecasted
in such forward-looking statements. While the Company undertakes no obligation
to update publicly any of these forward-looking statements, whether as a result
of new information, future events or otherwise, consistent with past practice
and its responsibilities to investors, the Company will make reasonable efforts
at timely disclosure of future facts and circumstances which may affect such
statements.

Future Factors include increasing price and product/service
competition by foreign and domestic competitors, including new entrants; rapid
technological developments and changes particularly relevant to Dover Technology
companies; the ability to continue to introduce competitive new products and
services on a timely, cost effective basis; the mix of products/services; the
achievement of lower costs and expenses; domestic and foreign governmental and
public policy changes including environmental regulations; protection and
validity of patent and other intellectual property rights; the continued success
of the Company's acquisition program; the cyclical nature of the Company's
businesses, particularly those generally considered to be "capital goods"
businesses; and the outcome of pending and future litigation and governmental
proceedings. These are the principle, but not necessarily exclusive, Future
Factors that could affect the outcome of the forward-looking statements. In
addition, such statements could be affected by general industry and market
conditions and growth rates, general domestic and international economic
conditions including interest rate and currency exchange rate fluctuations.

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Item 2. PROPERTIES

The number, type, location and size of the Company's properties are shown on the
following charts, by segment.

Number and Nature of Facilities Square Footage
(000's)
--------------------------------------------------------
Ware- Sales/
Segment Mfg. house Service Owned Leased
- ------- ---- ----- ------- ----- ------
Diversified 26 6 39 2,104 623
Elevator 8 48 254 341 2,065
Industries 35 5 29 3,000 362
Technologies 42 11 103 1,660 884
Resources 59 17 45 2,216 487

Locations
----------------------------------
North
American Europe Other
Diversified 38 17 4
Elevator 193 40 18
Industries 59 8 -
Resources 85 13 3
Technologies 50 56 37

The facilities are generally well maintained and suitable for the
operations conducted. The productive capacity of its plants is generally
adequate for current needs

Item 3. LEGAL PROCEEDINGS

Dover is party to a number of legal proceedings arising out of the
normal course of its businesses. In general, most claims arise in connection
with activities of its Elevator segment operations and certain of its other
businesses which make products used by the public. Dover has also been involved
with an examination by the Internal Revenue Service (the "IRS") of the Company's
1990 and 1991 Federal income tax returns. The IRS completed its examination of
such returns in 1994 and has proposed additional taxes aggregating $36.2
million. During 1996, the IRS completed its examination of the Company's 1992
and 1993 Federal income tax returns and has proposed additional taxes and
penalties aggregating $18.6 million plus interest. The Company is vigorously
contesting both actions. In addition, matters have arisen under various
environmental laws, as well as under local regulatory compliance agencies. For a
further description of such matters, see Note 12 to the Consolidated Financial
Statements on page 30 of the 1996 Annual Report, which is incorporated herein by
reference.

Based on insurance availability, established reserves and periodic
reviews of those matters, management is of the opinion that the ultimate
resolution of current

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pending claims and known contingencies should not have a material adverse effect
on Dover's financial position taken as a whole.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT

All officers are elected annually at the first meeting of the Board
of Directors following the annual meeting of stockholders and are subject to
removal at any time by the Board of Directors. The executive officers of Dover
as of March 21, 1997, and their positions with the Company (and, where relevant,
prior business experience) for the past five years are as follows:

Name Age Positions Held and Prior Business Experience
- ---- --- --------------------------------------------

Gary L. Roubos 60 Chairman (since August 1989) and
Director; previously President (through
May 1993) and Chief Executive Officer
(through May 1994).

Thomas L. Reece 54 Chief Executive Officer (since May 1994),
President and Director (since May 1993);
previously President of Dover Resources,
Inc.

John F. McNiff 54 Vice President-Finance and Treasurer and
Director (since May 1996).

Robert G. Kuhbach 49 Vice President, General Counsel and
Secretary (since May 1993); prior thereto
Senior Vice President (later Executive
Vice President and a Director), Secretary
and General Counsel (through February
1992) of Sudbury, Inc., (industrial
products).

Robert A. Tyre 52 Vice President-Corporate Development (since
February 1995); prior thereto President, Rye
Transaction Consultants, Inc. (acquisition
consultants), from February 1993 to January
1995; prior thereto for more than five
years, Vice President, Booz-Allen &
Hamilton, Inc. (management consultants).

Alfred Suesser 64 Controller.

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John B. Apple 62 Vice President.

Lewis E. Burns 58 Vice President and President of Dover
Industries, Inc.

Nigel P. Davis 46 Vice President (since May 1996) and
President of Dover Elevator International,
Inc. (since October 1995); prior thereto for
more than five years, Managing Director,
Hammond & Champness, Ltd., subsidiary of
Dover Elevator International, Inc.

Rudolf J. Herrmann 46 Vice President (since November 1993) and
President of Dover Resources, Inc. (since
May 1993); prior thereto, President of
Rotary Lift division of Dover Industries,
Inc.

John E. Pomeroy 55 Vice President (since November 1993) and
President of Dover Technology
International, Inc.

Jerry W. Yochum 58 Vice President, and President of Dover
Diversified, Inc.

PART II

Item 5. MARKET FOR REGISTRANT'S COMMON STOCK
AND RELATED STOCKHOLDER MATTERS

The principal market in which the Company's Common Stock is traded is
the New York Stock Exchange. Information on the high and low sales prices of
such stock, and the frequency and the amount of dividends paid during the last
two years, is set forth on Page 36 of the 1996 Annual Report and incorporated
herein by reference. On September 15, 1995, Registrant effected a 2 for 1 stock
split in the form of a stock dividend payable to holders of record on August 31,
1995.

The number of holders of record of the Registrant's Common Stock as
of March 21, 1997 is approximately 3,000.

On December 13, 1996, pursuant to the 1996 Non-employee Directors'
Stock Compensation Plan, the company issued 700 shares of its Common Stock to
each of its seven outside directors as compensation for serving as a director of
the Company during 1996.

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Item 6. SELECTED FINANCIAL DATA

The information for the years 1986 through 1996 is set forth in the
1996 Annual Report on pages 34 and 35 and is incorporated herein by reference.

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information set forth in the 1996 Annual Report on pages 32 and
33 is incorporated herein by reference.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information set forth in the 1996 Annual Report on pages 20
through 31 is incorporated herein by reference. In February, 1997 the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards
No. 128, "Earnings per Share". This Statement is effective for financial
statements issued for periods ending after December 15, 1997 including interim
periods. This new Statement requires two separate disclosures: a) Basic Earnings
per Share and b) Diluted Earnings per Share. The Company has a simple capital
structure and has determined that the effect of this Statement will not be
material.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

For information regarding Registrant's change in independent
accountants, see "Miscellaneous Relationship with Independent Accountants" on
page 14 of the 1997 Proxy Statement, which is incorporated herein by reference.

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information with respect to the directors of the Company required
to be included pursuant to this Item 10 is included under the caption "1.
Election of Directors" in the 1997 Proxy Statement relating to the 1997 Annual
Meeting of Stockholders filed with the Securities and Exchange Commission (the
"Commission") pursuant to Rule 14a-6 under the Securities Exchange Act of 1934,
as amended, and is incorporated in this Item 10 by reference. The information
with respect to the executive officers of the Company required to be included
pursuant to this Item 10 is included under the caption "Executive Officers of
the Registrant" in Part I of this Annual Report on Form 10-K and is incorporated
in this Item 10 by reference. The information with respect to Section 16(a)
reporting compliance required to be included in this Item 10 is included under
the caption "Section 16(a) Beneficial Ownership Reporting Compliance" in the
1997 Proxy Statement and is incorporated in this Item 10 by reference.

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Item 11. EXECUTIVE COMPENSATION

The information with respect to executive compensation required to be
included pursuant to this Item 11 is included under the caption "Executive
Compensation" in the 1997 Proxy Statement and is incorporated in this Item 11 by
reference.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The information regarding security ownership of certain beneficial
owners and management that is required to be included pursuant to this Item 12
is included under the captions "General" and "Security Ownership" in the 1997
Proxy Statement and is incorporated in this Item 12 by reference.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information with respect to any reportable transaction, business
relationship or indebtedness between the Company and the beneficial owners of
more than 5% of the Common Stock, the directors or nominees for director of the
Company, the executive officers of the Company or the members of the immediate
families of such individuals that is required to be included pursuant to this
Item 13 is included under the caption "1. Election of Directors-Directors'
Compensation" in the 1997 Proxy Statement and is incorporated in this Item 13 by
reference.

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PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K

(a) (1) Financial Statements

The following consolidated financial statements of Dover Corporation
and its subsidiaries are set forth in the 1996 Annual Report, which
financial statements are incorporated herein by reference:

(A) Independent Accountants' Report.

(B) Consolidated balance sheets as of December 31, 1996 and 1995.

(D) Consolidated statements of retained earnings for the years
ended December 31, 1996, 1995 and 1994.

(E) Consolidated statements of cash flows for the years ended
December 31, 1996, 1995 and 1994.

(F) Notes to consolidated financial statements.

(2) Financial Statement Schedule

The following financial statement schedule is attached to Part IV of
this report on form 10-K:

Independent Accountants' Report on Schedules and Consent.

II -- Valuation and Qualifying Accounts

All other schedules are not required and have been omitted.

(3) See (c) below.

(b) No reports on Form 8-K were filed during the fourth quarter of
the fiscal year ended December 31, 1996.

(3)(a)Restated Certificate of Incorporation and Amendments
thereto filed as Exhibit 3(a) to Annual Report on Form 10-K for
year ended December 31,

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1989, and Amendment thereto, filed as Exhibit 3(a) to Form 10-Q
for quarter ended September 30, 1996 is incorporated by
reference.

3(b)By-laws, as amended, filed as Exhibit 3(b).

(4) The Company agrees to furnish to the Commission, upon request, a
copy of any instrument with respect to long-term debt under which the
total amount of securities authorized does not exceed 10 percent of
the total consolidated assets of the Company.

(10) (a) 1984 Incentive Stock Option and Cash Performance Program,
filed as Exhibit 10(a) to Annual Report on Form 10-K for year ended
December 31, 1984, is incorporated by reference.*

(b) Employee Savings and Investment Plan, filed as Exhibit 99 to
Registration Statement on Form S-8 filed under Securities Act of
1933 (Reg. No. 33- -01419), is incorporated by reference.*

(c) 1995 Incentive Stock Option and Cash Performance Program, included
as Exhibit A to the 1995 Proxy Statement relating to the 1995 Annual
Meeting of Stockholders and dated March 15, 1995, is incorporated by
reference.*

(d) 1996 Non-Employee Directors' Stock Compensation Plan included as
Exhibit A to the 1996 Proxy Statement, is incorporated by reference.

(13) Incorporated portions of Dover's Annual Report to Stockholders
for its fiscal year ended December 31, 1996.

(21) Subsidiaries of Dover.

(23) Independent Accountants' Consents.

(a) Coopers & Lybrand L.L.P.

(b) KPMG Peat Marwick LLP.

(24) Form of Power of Attorney.

(27) Financial Data Schedules (in Edgar filing only).

* Executive compensation plan or arrangement.

(d) Not applicable.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this Report to
be signed on its behalf by the undersigned thereunto duly authorized.

DOVER CORPORATION

By: /s/Thomas L. Reece
-------------------------------
Thomas L. Reece
President and Chief Executive
Officer

Date: March 28, 1997

Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.

Signature Title Date

/s/Thomas L. Reece
- --------------------
Thomas L. Reece President and Chief Executive
Officer and Director
(Principal Executive Officer) March 28, 1997

/s/John F. McNiff
- --------------------
John F. McNiff Treasurer and Director
(Principal Financial Officer) March 28, 1997

/s/Alfred Suesser
- --------------------
Alfred Suesser Controller March 28, 1997
(Principal Accounting Officer)

/s/Gary L. Roubos
- --------------------
Gary L. Roubos Chairman and Director* March 28, 1997

/s/David H. Benson
- --------------------
David H. Benson Director* March 28, 1997

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/s/Magalen O. Bryant
- -----------------------
Magalen O. Bryant Director* March 28, 1997

/s/Jean-Pierre M. Ergas
- -----------------------
Jean-Pierre M. Ergas Director* March 28, 1997

/s/Roderick J. Fleming
- -----------------------
Roderick J. Fleming Director* March 28, 1997

/s/John F. Fort
- -----------------------
John F. Fort Director* March 28, 1997

/s/James L. Koley
- -----------------------
James L. Koley Director* March 28, 1997

/s/Anthony J. Ormsby
- -----------------------
Anthony J. Ormsby Director* March 28, 1997

* By: /s/ Robert G, Kuhbach
----------------------
Robert G. Kuhbach
Attorney-in-Fact

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EXHIBIT INDEX

(3) (a)Restated Certificate of Incorporation and Amendments thereto, filed
as Exhibit 3(a) to Annual Report on Form 10-K for year ended December
31, 1989, and Amendment thereto, filed as Exhibit 3(a) to Form 10-Q
for quarter ended September 30, 1996 is incorporated by reference.

(b) By-laws, as amended.

(10) (a) 1984 Incentive Stock Option and Cash Performance Program, filed as
Exhibit 10(a) to Annual Report on Form 10-K for year ended December
31, 1984, is incorporated by reference.

(b) Employee Savings and Investment Plan, filed as Exhibit 99 to
Registration Statement on Form S-8 filed under Securities Act of 1933
(Reg. No.33-01419), is incorporated by reference.

(d) 1996 Non-Employee Directors' Stock Compensation Plan, included as
Exhibit A to the 1996 Proxy Statement, is incorporated by reference.

(13) Incorporated portions of Dover's Annual Report to Stockholders for its
fiscal year ended December 31, 1996.

(21) Subsidiaries of Dover.

(23) Independent Accountants' Consents. (See Independent Accountants'
Report on Schedules and Consents in Part IV hereof)

(a) Coopers & Lybrand L.L.P.

(b) KPMG Peat Marwick LLP.

(24) Form of Power of Attorney.

(27) Financial Data Schedule (in Edgar filing only).

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SCHEDULE II

DOVER CORPORATION AND SUBSIDIARIES

Valuation and Qualifying Accounts

Years Ended December 31, 1996, 1995, 1994

Additions
Balance at Charged to Balance at
Beginning of Cost and Deductions Close of
Year Expense (1) Year
---- ------- --- ----
(000's omitted)

Year Ended December 31, 1996
Allowance for Doubtful Accounts $22,325 $9,491 $ 6,995 $24,821

Year Ended December 31, 1995
Allowance for Doubtful Accounts $14,326 $9,616 $ 1,617 $22,325

Year Ended December 31, 1994
Allowance for Doubtful Accounts $10,199 $ 898 $(3,229) $14,326

Notes:
(1) Represents uncollectible accounts written off and reduction of prior years'
over-provision less recoveries of accounts previously written off, net of
$921, $3,260 and $827 related to acquisitions and divestitures in 1996,
1995 and 1994, respectively.

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20
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of Dover Corporation:

Our report on our audits of the consolidated financial statements of Dover
Corporation and subsidiaries has been incorporated by reference in this Form
10-K from the 1996 annual report to stockholders of Dover Corporation and
appears on page 31 therein. In connection with our audits of such financial
statements we have also audited the related financial statement schedule as
listed in the index under Item 14 (a) of this Form 10-K.

In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.

Coopers & Lybrand L.L.P.

New York, New York
February 14, 1997

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INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of Dover Corporation:

We have audited the accompanying consolidated statements of earnings, retained
earnings and cash flows of Dover Corporation and subsidiaries for the year ended
December 31, 1994. These consolidated financial statements are the
responsibility of the company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the results of operations and cash flows of
Dover Corporation and subsidiaries for the year ended December 31, 1994 in
conformity with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the consolidated
financial statements referred to above, taken as a whole. The supplementary
information included in Schedule II for the year ended December 31, 1994 is
presented for purposes of additional analysis and is not a required part of the
consolidated financial statements. Such information has been subjected to the
auditing procedures applied in the audit of the consolidated financial
statements and, in our opinion, based on our audit, is fairly stated in all
material respects in relation to the consolidated financial statements referred
to above, taken as a whole.

KPMG Peat Marwick LLP

New York, New York
February 22,1995