DOVER Corp — Director's Dealing 2006

Jan 10, 2006

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: DOVER CORP (DOV)
CIK: 0000029905
Period of Report: 2005-12-31

Reporting Person: STUBBS MICHAEL B (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-11-28	Common Stock	G	500	—	Disposed	3290	Direct
2005-12-16	Common Stock	J	16332	—	Acquired	19622	Direct
2005-12-16	Common Stock	J	33768	—	Disposed	0	Indirect
2005-12-16	Common Stock	J	8718	—	Acquired	9268	Indirect
2005-12-16	Common Stock	J	8718	—	Acquired	9268	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	49484	Indirect
Common Stock	21280	Indirect
Common Stock	21280	Indirect
Common Stock	500	Indirect
Common Stock	78972	Indirect
Common Stock	1084490	Indirect
Common Stock	1255488	Indirect

Footnotes

F1: Represents a distribution of shares upon termination of the Michael B. Stubbs 2003 Grantor Retained Annuity Trust of which the Reporting Person was the beneficiary (the "2003 GRAT").

F2: The Michael B. Stubbs 2003 Grantor Retained Annuity Trust terminated on December 16, 2005 and all shares held by the trust were distributed.

F3: Represents a distribution of shares pursuant to a remainder interest upon termination of the 2003 GRAT. Shares held by Trust #2 f/b/o Abigail M. Stubbs of which the Reporting Person is a co-trustee and a member of his immediate family is the beneficiary.

F4: The Reporting Person disclaims beneficial ownership of the reported securities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F5: Represents a distribution of shares pursuant to a remainder interest upon termination of the 2003 GRAT. Shares held by Trust #2 f/b/o A. Merrill Stubbs of which the Reporting Person is a co-trustee and a member of his immediate family is the beneficiary.

F6: Shares held by Trust #1 f/b/o Abigail M. Stubbs of which the Reporting Person is a co-trustee and a member of his immediate family is the beneficiary.

F7: Shares held by Trust #1 f/b/o A. Merrill Stubbs of which the Reporting Person is a co-trustee and a member of his immediate family is the beneficiary.

F8: Shares held by the Trust f/b/o Jill S. Bradburn of which a member of the Reporting Person's immediate family is the beneficiary, the Reporting Person is co-trustee and a contingent beneficiary.

F9: Shares held by the Gretchen B. Stubbs Residuary Trust of which the Reporting Person, his spouse and his descendants are beneficiaries.

F10: The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities (except to the extent of his pecuniary interest therein) for purposes of Section 16 or for any other purpose.

F11: Shares held by the 1993 Stubbs Family Trust of which the Reporting Person, his spouse and his descendants are beneficiaries.