Enpro Inc. — Director's Dealing 2012

Nov 6, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ENPRO INDUSTRIES, INC (NPO)
CIK: 0001164863
Period of Report: 2012-10-31

Reporting Person: Cox Jon A. (division president)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22816.0000	Direct
Common Stock	1236.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (880.0000)		Direct
Restricted Stock Units	$		Common Stock (1164.0000)		Direct
Restricted Stock Units	$		Common Stock (723.0000)		Direct
Restricted Stock Units	$		Common Stock (2500.0000)		Direct

Footnotes

F1: Shares held under Issuer 401(k) plan.

F2: The restricted stock units will vest on the third anniversary of the grant date.

F3: Restricted stock units awarded under the Amended and Restated 2002 Equity Compensation Plan. Each restricted stock unit represents a contingent right to receive one share of NPO common stock and cash payment equal to dividends paid on a share of common stock since the date of grant.

F4: The restricted stock units will vest on April 29, 2013.