X0202 4/A 2005-11-17 2005-11-21 1 0001057693 NATCO GROUP INC NTG 0001046322 WINOKUR HERBERT S JR 30 EAST ELM STREET GREENWICH CT 06830 1 0 1 0 0001301521 Capricorn Investors II, L.P. 30 EAST ELM STREET GREENWICH CT 06830 0 0 1 0 Class A Common Stock, par value $0.01 per share 2005-11-17 2005-11-17 4 J 0 3087021 0 D 16834 D As previously disclosed in the original filing, this line represents the distribution by Capricorn Investors II, L.P. ("Capricorn") of 3,087,021 shares of NATCO Group Inc. ("Shares") to its partners (including entities in which Mr. Winokur has an interest) in a pro rata distribution based on their capital accounts. Prior to such distribution, Capricorn held 3,089,521 Shares and 14,334 options to purchase Shares, which options are currently exercisable. After such distribution, Capricorn will continue to own 14,334 options to purchase Shares, which options are currently exercisable, and 2,500 Shares it acquired in 2005. This amendment is to modify the original filing to clearly reflect the above transaction and to modify box 6 to reflect the joint filing. /s/ Herbert S. Winokur, Jr. 2005-11-23 Capricorn Investors II, L.P. By: Capricorn Holdings, LLC, its General Partner By: /s/ Herbert S. Winokur, Jr. , Managing Member 2005-11-23