UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

DOVER CORPORATION

Delaware		53-0257888
(State or other jurisdiction of incorporation or		(I.R.S. Employer Identification No.)
organization)

Joseph W. Schmidt, Esq.
Dover Corporation
3005 Highland Parkway, Suite 200
Downers Grove, Illinois 60515
(630) 541-1540
(Name, address, including zip code, and telephone number, including area code, of agent for service)

     Approximate date of commencement of proposed sale to the public: Not applicable, as this Post-Effective Amendment No. 1 to Form S-3 will deregister the registered but unsold securities under the registration statement.

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ

     If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

 

 

DEREGISTRATION OF SECURITIES AND WITHDRAWAL OF REGISTRATION STATEMENT

     This Post-Effective Amendment No. 1 relates to the Automatic Shelf Registration Statement on Form S-3 (Registration No. 333-149629) of Dover Corporation, a Delaware corporation (the “Company”), which was filed with the Securities and Exchange Commission and became effective on March 11, 2008 (the “Registration Statement”).

     The Company is seeking to discontinue the effectiveness of the Registration Statement and deregister all the securities that remain unsold under the Registration Statement as of the date hereof.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Downers Grove, State of Illinois, on February 16, 2011.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

SIGNATURE		TITLE		DATE
/s/ Robert A. Livingston   Robert A. Livingston		President and Chief Executive Officer  (Principal Executive Officer)		February 16, 2011
/s/ Brad M. Cerepak   Brad M. Cerepak		Vice President and Chief Financial Officer (Principal Financial Officer)		February 16, 2011
/s/ Raymond T. McKay, Jr.   Raymond T. McKay, Jr.		Vice President, Controller  (Principal Accounting Officer)		February 16, 2011
*   Robert W. Cremin		Chairman, Board of Directors		February 16, 2011
*   David H. Benson		Director		February 16, 2011
*   Jean-Pierre M. Ergas		Director		February 16, 2011
*   Peter T. Francis		Director		February 16, 2011
*   Kristiane C. Graham		Director		February 16, 2011
*   James L. Koley		Director		February 16, 2011
*   Richard K. Lochridge		Director		February 16, 2011

SIGNATURE		TITLE		DATE
*   Bernard G. Rethore		Director		February 16, 2011
*   Michael B. Stubbs		Director		February 16, 2011
		Director		February __, 2011
Stephen M. Todd
		Director		February __, 2011
Stephen K. Wagner
*   Mary A. Winston		Director		February 16, 2011