Prepared By R.R. Donnelley Financial -- Form 8-K

UNITED STATES

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): 03/03/2008

NATCO GROUP INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-15603

DE		222906892
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

11210 Equity Drive, Houston, TX 77041

(Address of principal executive offices, including zip code)

713-849-7500

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events

On March 3, 2008, NATCO Group Inc. (the "Company") issued a press release announcing that the Audit Committee of the Board of Directors of the Company, with the assistance of outside counsel, had recently initiated a review of certain payments made in a foreign jurisdiction in which the Company operates, which may present issues under the Foreign Corrupt Practices Act. A copy of the press release is attached to this report as Exhibit 99.1, and is incorporated into this Item 8.01 by reference.

Item 9.01. Financial Statements and Exhibits

Exhibit 99.1 - Press release dated March 3, 2008

Signature(s)

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.

		NATCO Group Inc.


Date: March 03, 2008	By:	/s/ John U. Clarke
		John U. Clarke
		Chairman and Chief Executive Officer

Exhibit Index

Exhibit No.		Description
EX-99.1		Press release dated March 3, 2008

EX-99.1 2 rrd197698_23555.htm PRESS RELEASE DATED MARCH 3, 2008 DRAFT 2/29/08 [NATCO Logo] PRESS RELEASE

11210 Equity Drive, Suite 100

Houston, TX 77041

Phone: (713) 849-7500 Fax: (713) 849-8976

Contact: Andy Smith

NATCO Group Inc. Announces Late Filing of its Annual Report on Form 10-K

NATCO Group Inc. (NYSE: NTG) today announced that the Company is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2007 by the required filing date. The Audit Committee of the Board of Directors of the Company, with the assistance of outside counsel, has recently initiated a review of certain payments made in a foreign jurisdiction in which the Company operates, which may present issues under the Foreign Corrupt Practices Act. While the review is ongoing, the Company presently believes the payments are of an immaterial amount and expects this matter to have no effect on the Company's previously reported financial results, including for the fiscal year ended December 31, 2007. However, as a result of the review, as well as the inability of our independent registered public accounting firm (KPMG LLP) to provide an audit opinion in view of these circumstances, the Company is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2007 by the required filing date. The Company intends to file its Form 10-K as soon as practicable, and will make every effort to file its Form 10-K within the fifteen-day extension period afforded by SEC Rule 12b-25 under the Securities Exchange Act of 1934, as amended.

NATCO Group Inc. is a leading provider of process equipment, systems and services used in the production of oil and gas. NATCO has designed, manufactured and marketed production equipment and services for over 80 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. Forward looking statements in this press release include, but are not limited to, the Company's expectations as to the filing date of the Annual Report on Form 10-K and the impact of the Company's voluntary review on its previously reported financial results. These statements may differ materially from actual future events or results.

-----END PRIVACY-ENHANCED MESSAGE-----