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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

STUBBS MICHAEL B

(Last)

(First)

(Middle)

777 THIRD AVENUE

18TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DOVER CORP [ DOV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/22/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/22/2004		S		1,300	D	$41.42	80,272	I	By trust⁽¹⁾
Common Stock	04/22/2004		S		300	D	$41.4	79,972	I	By trust⁽¹⁾
Common Stock	04/22/2004		S		300	D	$41.01	34,401	I	By GRAT⁽²⁾
Common Stock	04/22/2004		S		100	D	$41.02	34,301	I	By GRAT⁽²⁾
Common Stock	04/22/2004		S		100	D	$41.04	34,201	I	By GRAT⁽²⁾
Common Stock	04/22/2004		S		200	D	$41.05	34,001	I	By GRAT⁽²⁾
Common Stock	04/22/2004		S		500	D	$41.1	33,501	I	By GRAT⁽²⁾
Common Stock	04/22/2004		S		400	D	$41.11	33,101	I	By GRAT⁽²⁾
Common Stock	04/22/2004		S		1,100	D	$41.14	32,001	I	By GRAT⁽²⁾
Common Stock	04/22/2004		S		1,500	D	$41.15	30,501	I	By GRAT⁽²⁾
Common Stock	04/22/2004		S		5,200	D	$41.16	25,301	I	By GRAT⁽²⁾
Common Stock	04/22/2004		S		1,900	D	$41.17	23,401	I	By GRAT⁽²⁾
Common Stock	04/22/2004		S		600	D	$41.18	22,801	I	By GRAT⁽²⁾
Common Stock	04/22/2004		S		300	D	$41.19	22,501	I	By GRAT⁽²⁾
Common Stock	04/22/2004		S		2,600	D	$41.2	19,901	I	By GRAT⁽²⁾
Common Stock	04/22/2004		S		1,600	D	$41.21	18,301	I	By GRAT⁽²⁾
Common Stock	04/22/2004		S		300	D	$41.22	18,001	I	By GRAT⁽²⁾
Common Stock	04/22/2004		S		200	D	$41.23	17,801	I	By GRAT⁽²⁾
Common Stock	04/22/2004		S		2,400	D	$41.24	15,401	I	By GRAT⁽²⁾
Common Stock	04/22/2004		S		1,400	D	$41.25	14,001	I	By GRAT⁽²⁾
Common Stock	04/22/2004		S		2,200	D	$41.26	11,801	I	By GRAT⁽²⁾
Common Stock	04/22/2004		S		7,200	D	$41.27	4,601	I	By GRAT⁽²⁾
Common Stock	04/22/2004		S		1,000	D	$41.29	3,601	I	By GRAT⁽²⁾
Common Stock	04/22/2004		S		300	D	$41.31	3,301	I	By GRAT⁽²⁾
Common Stock	04/22/2004		S		200	D	$41.33	3,101	I	By GRAT⁽²⁾
Common Stock	04/22/2004		S		500	D	$41.45	2,601	I	By GRAT⁽²⁾
Common Stock	04/22/2004		S		2,000	D	$41.44	601	I	By GRAT⁽²⁾
Common Stock	04/22/2004		S		500	D	$41.42	101	I	By GRAT⁽²⁾
Common Stock	04/22/2004		S		101	D	$41.41	0	I	By GRAT⁽²⁾
Common Stock								37,002	D	⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents a sale of common stock 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.

2. Represents a sale of common stock by the Michael B. Stubbs 2002 Grantor Retained Annuity Trust of which the Reporting Person is the beneficiary.

3. In addition, the Reporting Person holds 2,349,978 shares of common stock by various trusts of which the Reporting Person, his spouse and his descendants are beneficiaries and of which the Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.

4. In addition, the Reporting Person holds 500 shares of common stock by his spouse and of which the Reporting Person disclaims beneficial ownership.

5. In addition, the Reporting Person holds 50,000 shares of common stock by a GRAT of which the Reporting Person is a beneficiary.

6. In addition, the Reporting Person holds 99,660 shares of common stock by various trusts of which the Reporting Person is co-trustee and a member of his immediate family is the beneficiary and of which he disclaims beneficial ownership.

7. In addition, the Reporting Person holds 17,500 shares of common stock by a trust of which his children are beneficiaries and of which he disclaims beneficial ownership except to the extent of his pecuniary interest therein.

Remarks:

	Ambika Sharma	04/26/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.