8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



       Date of Report (Date of Earliest Event Reported): December 21, 2004



                                NATCO Group Inc.

             (Exact Name of Registrant as Specified in its Charter)



        Delaware                      001-15603                22-2906892
(State of Incorporation)      (Commission File Number)        (IRS Employer
                                                            Identification No.)

      2950 North Loop West, 7th Floor                            77092
              Houston, Texas                                   (Zip Code)
 (Address of Principal Executive Offices)


       Registrant's Telephone Number, Including Area Code: (713) 683-9292





ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

     As described in more detail in Item 4.02 of this report, on December 21,
2004 the audit committee of our board of directors, based on a recommendation
from management, concurred with management's decision to restate the
Consolidated Condensed Statement of Cash Flows contained in our quarterly report
on Form 10-Q for the period ended September 30, 2004. The restatement will
reflect corrections relating to errors that we identified in several line items
in the cash flow statement. We intend to amend the quarterly report related to
the period above to correct the errors as soon as practicable after a review by
our independent registered accounting firm.

ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
          AUDIT REPORT OR COMPLETED INTERIM REVIEW.

     Subsequent to the issuance of our consolidated financial statements for the
nine months ended September 30, 2004, we discovered errors in the support
schedules used for the preparation of the Consolidated Condensed Statement of
Cash Flows that resulted in the misclassification of several cash flow items.
These errors did not impact revenues or net income. On December 21, 2004, the
audit committee of our board of directors concluded that the previously issued
Consolidated Condensed Statement of Cash Flows contained in our quarterly report
on Form 10-Q for the period ended September 30, 2004 should not be relied upon
because of errors in this financial statement.

     The decision to restate this financial statement was made by management and
confirmed by the audit committee, upon the recommendation of management and with
the concurrence of our independent registered public accounting firm, following
the completion of our review of the errors that resulted in misclassification of
several cash flow items. We have reviewed and discussed these errors as well as
the required accounting treatment and disclosure with KPMG LLP, our independent
registered public accounting firm. The audit committee also has discussed with
KPMG LLP the matters disclosed in this report. We intend to restate this
financial statement to make the necessary corrections and to file an amendment
to our quarterly report on Form 10-Q for the third quarter of 2004 as promptly
as is practicable after a review by our independent registered accounting firm.

     A copy of our December 23, 2004 press release with respect to the planned
amendment is attached as Exhibit 99.1 and is incorporated by reference into this
Item 4.02.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

     c) Exhibits.

EXHIBIT NO.    DESCRIPTION

   99.1        Press Release dated December 23, 2004.






                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Dated: December 23, 2004
                                       NATCO Group Inc.



                                       By: /s/ John U. Clarke
                                           -------------------------------------
                                           John U. Clarke
                                           Chairman and Chief Executive Officer





                                  EXHIBIT INDEX




EXHIBIT NO.         DESCRIPTION
- -----------         -----------
                 

  99.1              Press Release dated December 23, 2004.

EX-99.1

                                                                    EXHIBIT 99.1

(NATCOGROUP LOGO)

2950 North Loop West, Suite 700
Houston, TX  77092                                                PRESS RELEASE
PHONE: (713) 685-8082   FAX: (713) 683-7841

- --------------------------------------------------------------------------------
NATCO GROUP INC. TO REVISE 3Q CASH FLOW STATEMENT     HOUSTON, DECEMBER 23, 2004
- --------------------------------------------------------------------------------

NATCO Group Inc. (NYSE: NTG) announced today that, subsequent to the issuance of
its consolidated financial statements for the nine months ended September 30,
2004, the company discovered errors in the support schedules used for the
preparation of the Consolidated Condensed Statement of Cash Flows that resulted
in the misclassification of several cash flow items. These errors did not impact
revenues or net income. NATCO Group intends to restate the Consolidated
Condensed Statement of Cash Flows included in the Consolidated Financial
Statements that are contained in the Quarterly Report on Form 10-Q for the
period ended September 30, 2004 as promptly as practicable following completion
of the review of the report by the company's registered independent public
accounting firm. Therefore, the audit committee of our board of directors has
concluded that the previously issued Consolidated Condensed Statement of Cash
Flows contained in our quarterly report on Form 10-Q for the period ended
September 30, 2004 should not be relied upon.

NATCO Group Inc. is a leading provider of wellhead process equipment, systems
and services used in the production of oil and gas. NATCO has designed,
manufactured and marketed production equipment and services for more than 75
years. NATCO production equipment is used onshore and offshore in most major oil
and gas producing regions of the world.

Statements made in this press release that are forward-looking in nature are
intended to be "forward-looking statements" within the meaning of Section 21E of
the Securities Exchange Act of 1934 and may involve risks and uncertainties.
These statements may differ materially from actual future events or results.
Readers are referred to documents filed by NATCO Group Inc. with the Securities
and Exchange Commission, including its Annual Report on Form 10-K, which
identifies significant risk factors which could cause actual results to differ
from those contained in the forward-looking statements.

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