10-K/A, 1999-08-10
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                             Washington, D.C. 20549

                               FORM 10K-K/A No. 2

[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)

<S>                                         <C>
               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
   -------------------                                     -------------------
<S>                                                      <C>
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. [ ]

<PAGE>   2

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.


<S>                          <C>
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")

<PAGE>   3

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

<PAGE>   4


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: August 9, 1999

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