DOVER Corp — Director's Dealing 2009

May 11, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOVER CORP (DOV)
CIK: 0000029905
Period of Report: 2009-05-07

Reporting Person: Sellhausen Stephen (Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-05-07	Performance Shares	$	A	3411	Acquired		Common Stock (3411)	Direct

Footnotes

F1: Represents award of performance shares under the Dover Corporation ("Dover") 2005 Equity and Cash Incentive Plan (the "Plan") on 2/12/2009, subject to shareholder approval of proposed amendments to the Plan which approval was obtained on 5/7/2009. Each performance share represents a contingent right to receive shares of Dover common stock, based on Dover's relative shareholder return versus that of Dover's peer group over the three-year performance period ending 12/31/2011.

F2: Represents target grant amount. The actual number of shares that will be paid in respect of the performance share award may range from 0% to 200% of the target grant.