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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                               FORM 10K-K/A No. 1

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

For the fiscal year ended December 31, 1998

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


                           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 each class
    -------------------

6.45% Notes due November 15, 2005
6.25% Notes due June 1, 2008
6.65% Debentures due June 1, 2028


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. [ ]
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The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of close of business March 1,1999 was $6,858,775,697. Registrant's
price as reported on the New York Stock Exchange - Composite Transaction for
March 1, 1999 was $34.125 per share.

The number of outstanding shares of the Registrant's common stock as of March 1,
1999 was 215,894,434.

DOCUMENTS INCORPORATED BY REFERENCE

Part I, II, and IV -    Certain portions of the annual report to Stockholders
                        for Fiscal Year Ended December 31, 1998 (the "1998
                        Annual Report").

Parts II, and III -     Certain portions of the Proxy Statement for Annual
                        Meeting to be held on March 18, 1999 (the "1999 Proxy
                        Statement")
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The undersigned Registrant hereby amends the following items, financial
statements, exhibits or other portions of its 1998 Annual Report on Form 10-K as
set forth in the pages attached hereto:

Information, amended financial statements and exhibits required by Form 11-K
with respect to Dover Corporation Retirement Savings Plan for the year ended
December 31, 1998, pursuant to Rule 15d-21 under the Securities Exchange Act of
1934.
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                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                      DOVER CORPORATION

                                      By: /s/ Robert G. Kuhbach
                                          -------------------------------------
                                          Name: Robert G. Kuhbach
                                          Title: Vice President and Secretary


Dated: June 28, 1999