Paul E. Goldberg - Treasurer and Director of IR Ronald L.

Hoffman - CEO Robert G. Kuhbach - VP, Finance and CFO Robert A.

Livingston - President and COO

Nigel Coe - Deutsche Bank John G. Inch - Merrill Lynch Robert F.

McCarthy - R.W.Baird Terry Darling - Goldman Sachs Scott Davis - Morgan Stanley Wendy B. Caplan - Wachovia Securities Alexander M.

Blanton - Ingalls & Snyder Steve Tusa - JP Morgan

Thank you, Kelly. Good morning, and welcome to Dover's third quarter earnings call.

With me today are Ron Hoffman, Dover's Chief Executive Officer; Bob Livingston, Dover's President and Chief Operating Officer; and Rob Kuhbach, our VP of Finance and CFO. Today's call will begin with some comments from Ron, Rob and Bob on Dover's operating and financial performance.

We will then open the call up to questions. In the interest of time, we kindly ask that you limit yourself to one question with a follow-up.

Please note that our current earnings release, investor supplement, and associated presentation can be found on our website, www.dovercorporation.com. This call will be available for playback through 5 p.m.

on November 5th, and the audio portion of this call will be archived on our website for three months. The replay telephone number is 1800-642-1687.

When accessing the playback, you will need to supply the following reservation code, 66431188. Before we get started, I'd like to remind everyone that our comments today which are intended to supplement your understanding of Dover may contain certain forward-looking statements that are inherently subject to uncertainties.

We caution everyone to be guided in their analysis of Dover Corporation by referring to our Form 10-K for list of factors that could cause our results to differ from those anticipated in any forward-looking statements. Also, we undertake no obligation to publicly update or revise any forward-looking statements, except as required by law.

We would also direct your attention to our website where considerably more information can be found. With that, I'd like to turn this call over to Ron.

Thanks Paul. Good morning everyone.

Thank you for joining today's conference call. It's been a very challenging financial and business climate since our last conference call.

In these unstable times, we believe companies like Dover with a strong balance sheet, high quality earnings, proven capital allocation discipline and the vision for profitable future growth will be best positioned to weather turbulent economic times. Today, Dover recorded solid third quarter results.

Diluted earnings per share from continuing operations were $1.01, up 13% over the prior year and the first quarterly three-digit EPS in Dover's history. Third quarter revenues were $2 billion, up 5% over the previous year with net earnings from continuing operations of 5% to $190 million.

Year-to-date, revenue was $5.8 billion, up 8%, while net earnings from continuing operations was $525 million, up 6%. Diluted earnings per share from continuing operations for the year were $2.76, up 14% over the previous year.

Our operating companies continued their relentless pursuit of attaining the Dover metrics. Operating margin for the quarter was 15.9%, up 30 basis points over the prior year, reflecting strong leverage at Electronic Technologies and Fluid Management.

We posted our best working capital sales of 18.4%, driven by record inventory turns of 7.0. Dover's inventory turns have improved each of the past four years and are among the best in our peer group.

These results give us great confidence that our management teams are properly focused on internal improvement initiatives that will continue to be enhanced with our focus on synergy capture. Bookings for the quarter were 1.9 billion, up 5% over the previous year, led by strong growth at the Energy, Fluid Solutions, and Material Handling platforms.

Monthly bookings during the quarter rebounded in September after a weak August. Backlog was $1.5 billion, down 4% from last year, but up 3% from 2007 year-end.

Dover's 5.4% quarterly revenue growth consisted of 2.8% organic growth, net acquisitions accounted for eight-tenths per percent and the impact of foreign exchange was 1.8%. Organic growth for the full year is 3.6%.

Dover generated very strong quarterly free cash flow of $306 million or 15.6% of revenue, driven by increased earnings, continued improvements in working capital and lower cash tax payments. Year-to-date, we have generated $607 million of free cash flow, up 42%.

From a strategic capital allocation perspective, Dover repurchased $114 million of Dover stock during the quarter and completed its previously announced $500 million share repurchase program. Over the past 12 months, Dover has repurchased $1 billion of shares and reduced its share count by approximately 10%.

During the third quarter, we increased our quarterly dividend by 25% to $0.25 per share. This marked the 54th year in a row that Dover has increased its annual dividend.

Dover continues to be highly disciplined in evaluating potential acquisitions as we focus on synergistic add-ons within our targeted platforms and segments. We are reviewing a number of acquisition opportunities but none were closed in the third quarter.

Acquisitions are and will remain a key component of Dover's growth strategy and we are encouraged by our pipeline of opportunities. Dover's conservative financial posture, solid balance sheet and strong cash generation has served our shareholders well doing the current credit crises.

Our strong A1 P1 credit rating has allowed Dover to roll its commercial paper on a consistent and timely basis and issue CP upgrades [ph] that are significantly lower than LIBOR based bank borrowings. Our current CP balance of $375 million is supported by a $1 billion five-year credit facility that doesn't expire until 2012.

Overall, we are confident in our ability to fund the growth of our ongoing business and believe our strong credit and liquidity profile is a competitive advantage for funding our future growth initiatives. With that, I'd like t turn the call over to Rob Kuhbach, so he can update you on our segment performance.

Thanks Ron. Good morning everyone.

I'd like to quickly run through our segment performance this morning, and then cover some additional financial information. At the Industrial Products segment, sales were $630 million, up 6% over last year with earnings of $75 million, down 4% from the third quarter of '07.

Operating margin was 11.9%, down 120 basis points from last year, largely driven by moderating market conditions and restructuring charges. Within Industrial Products, sales in our Material Handling platform increased 4%, while earnings decreased 4%.

The revenue growth largely reflected recent acquisitions and the earnings performance was primarily driven by soft auto and construction markets, and a significant ongoing restructuring at Paladin. This restructuring effort will enhance Paladin's competitive position in the challenging infrastructure markets it serves.

Material Handling military and energy related markets should continue to perform well but we do not anticipate any meaningful improvement in its automotive or construction businesses for the balance of the year. The Mobile Equipment platform recorded 9% higher sales with earnings up 2%.

This sales improvement was driven by continued strength in solid waste and military trailer markets, offset by declining sales in the automotive service sector and weak North American tank trailer demand. While we do expect the auto service sector to continue to be challenged as we finish the year, we believe strong orders with military and solid waste customers will buoy this platform.

Turning to the Engineered Systems segment; sales were $525 million and earnings were $82 million, both down 3% from last year, producing an operating margin of 15.6%, unchanged over the prior year and up 70 basis points sequentially. Our Product Identification platform again was a solid performer with sales up 3%, while earnings were 2% lower, largely reflecting product mix and the impact of foreign currency.

Our direct coding business continues to be a consistent performer with over 50% of its sales coming from consumables. The Engineered Products platform, although posting a decrease in both sales and earnings year-over-year of 7% and 8% respectively, held its operating margins at 15.5%.

As expected, most of the food equipment and packaging companies had lower sales and earnings, partially offset by strong revenue growth at our heat exchanger business. Our expectation is that these trends will continue through the fourth quarter.

Turning to our Fluid Management segment, results continue to be strong with revenue of $452 million, up 21% over last year, reflecting organic growth of 15.6% for the quarter. Third quarter earnings of $102 million were up 29% over the prior year period and operating margins were 22.6%, up 150 basis points over last year and 70 basis points sequentially.

Our Energy platform continues to perform at an exceptionally high level across all companies. Third quarter revenue increased 26% and earnings for the platform increased 38%.

Globally, strong oil and gas consumption trends and new power generation products continue to provide a positive climate and outlook for these companies. Although double-digit sales and earnings gains over the prior year were again posted at all energy companies, we do expect these trends to moderate during the balance of the year.

The Fluid Solutions platform posted strong quarterly revenue and earnings gains of 14% and 20% respectively. Global demand for pumps and downstream fueling products continue to drive this platform.

Additionally, the benefits from the formation and integration of our Pump Solutions Group will bolster future performances. Although demand has begun to slow in some end markets, we believe that the year will end on a strong note thanks to a healthy backlog and effective internal profit improvement programs.

Electronic Technologies segment had another solid quarter. While revenue was $362 million, essentially flat with last year, earnings were $54 million, up 6% and margin was 14.9%, an improvement of 90 basis points year-over-year and 150 basis points sequentially.

Knowles was once again the leading performer for Electronic Technologies. Overall, we continue to see solid demand for hearing aid components, and growth in MEMS microphones, and military products.

The balance of our markets experienced spotty demand and we are not anticipating any improvement in business levels in the printed circuit board and semiconductor markets in the fourth quarter. As this summary indicates, Dover's third quarter results reflected a very strong performance at Fluid Management with support from Electronic Technologies, which more than offset modest year-over-year declines at the Industrial Products and Engineered Systems segments.

Bookings and backlogs are generally consistent with these results. Regarding geographic sales, Dover's mix versus the prior quarter remained essentially unchanged.

Sequentially, European and Asian revenue moderated slightly during the third quarter, reflecting the impact of currency translation as well as softness in select markets, particularly automotive and specialty packaging equipment. With respect to restructuring initiatives, we continue to do the right things across our segments.

During the third quarter, we effectively absorbed about $6 million in restructuring expenses. Year-to-date these efforts surpassed $13 million.

We do expect fourth quarter restructuring cost to be similar to those of the third quarter, and we anticipate the payback from these efforts will be less than 12 months. Further, our operating companies are fully prepared to take additional actions, should conditions want.

Having reviewed the segments, I'd like to briefly provide some additional financial data. Third quarter interest expense was roughly $26 million, up from $22.5 million last year.

This reflects the incremental debt related to our share repurchase activities. Our net debt to total capitalization was 27.4%, which was essentially flat to prior year end.

Year-to-date CapEx was $133 million, basically flat with last year, driven largely by investment in the Energy platform. We do expect to see CapEx spending moderate over the fourth quarter.

Turning to taxes; our third quarter rate was 25.7%, down 90 basis points from last year, reflecting benefits from settle tax positions and higher earnings and lower tax jurisdictions. We continue to expect the full year rate to be between 26% and 27%, reflecting the recently enacted retroactive extension of the Federal RNE credit.

Corporate expenses where higher, reflecting increased consulting and discreet management transition costs. With that, I'd like to turn this call over to Bob Livingston who will update you on the key initiatives taking place across Dover.

Thanks Rob. Good morning everyone.

When I spoke to you last quarter, I said, we would be pushing an agenda of synergy capture across Dover and keeping a close eye on material cost escalation. I'd like to update you on our progress on both fronts and comment on additional programs we are implementing to help drive shareholder value.

These structural initiatives are more important than ever as we face a slowing global economy, a slowdown that we are not immune to. At our November 2007 Investor Day, we committed to $40 million to $60 million of earnings improvements in the '08-'09 timeframe from leverage and synergy opportunities.

I am pleased to report that these initiatives are very much on track. The integration of Markem-Imaje is entering its final phase, focused on ERP consolidation and back office synergies.

Fully one-third of the aforementioned earnings improvement commitment is being delivered by the Markem-Imaje integration. It should also be noted that Markem-Imaje has continued to post several consecutive quarters of year-over-year revenue growth, while executing on this global integration.

The integration of Norris and Alberta Oil Tool, significant business units within our Energy platform, is also proceeding on schedule. This initiative has not only reduced cost and improved yields, but has provided a significant increase in production output and capacity.

The Pump Solutions Group is a combination of two long time Dover companies; Wilden and Blackmer and the 2008 add-on acquisitions, Neptune and Griswold. The synergy opportunities resulting from this combination and integration activity are not just limited to supply chain and plant rationalization.

We are very enthused by the revenue synergy opportunities at PSG. Bottom-line, we are confident the synergies benefits will exceed our initials targets.

We have defined additional business combinations and integrations initiatives which will offer incremental benefits beyond those previously described. In the third quarter, our synergistic activities, including business integration and procurement initiatives, resulted in a $0.05 EPS benefit and year-to-date that number is $0.11.

On the materials front, the quarter unfolded much the way we thought it would. Material cost, especially steel, continued to climb for the first two months of the quarter and began to moderate during September.

Our pricing initiatives of the past few quarters including the most recent have enabled us to largely cover our increased commodity cost, although contractual obligations and competitive situations preclude 100% coverage. Going forward, we expect a continuing moderation of material costs reflecting the weakening global economy.

We are also implementing other value creating initiatives within Dover. One key initiative is a comprehensive review of our procurement and supply chain processes.

This project will identify sourcing and supply chain opportunities beyond those currently being pursued within the four segments. This initiative is rolling out across Dover and involves significant effort in the form of data capture, analytics and training.

We expect a potential earnings contribution of this program to be on a scale similar to the synergy initiatives we discussed last year at Dover Day. Another key program we are implementing is a formal processing tool kit for post merger integration or PMI.

Dover has a positive track record of integrating companies, including integrations at Waukesha and Tulsa Winch and the more recent activities at Microwave Products Group, Vectron and Markem-Imaje. Building on these experiences, we now have a standardized process of planning and managing acquisition integrations and measuring the results.

The tools in processes of our new PMI program will measurably improve the success of our acquisition program. In summary, we have an agenda of leverage and leadership.

We will leverage the significant scale of Dover to ensure we optimize the results and activities of our businesses. Leadership is the engine that drives our success forward.

Through empowerment, quick decision making, and wise judgment, our leaders have shown there mettle by already taking significant steps in anticipation of this slowdown. We have reduced workforces where necessary, eliminated excess capacity, and cut discretionary cost where applicable.

Our focus on leverage and leadership will continue to drive value creation for our shareholders. With that update, I will now turn it back to Ron.

Thanks Bob for that great report on our internal initiatives that will drive future shareholder value for Dover. I believe you are thinking about all the right things; especially synergy capture, leverage and leadership.

Looking forward, Dover along with every other industrial company is concerned about the slowing global economy. We are feeling the economic slowdown in many facets of our business, such as auto services, food service equipment and construction related equipment.

As we analyze Dover's preparedness to deal with changes in the economy, we are very pleased that we completely realigned our business portfolio over the past three years and targeted global companies that serve a very broad customer base, with recurring revenues. We expect our unique broad based energy platform to continue to lead Dover's value creation.

Our Product Identification platform is best in class, and our Fluid Solutions platform, has a strong global footprint. Our businesses has supplied fit [Ph] related products such as Warn, Tulsa Winch, Microwave Products Group, Sargent and Heil Trailer, will provide some buffer to the economic cycle.

Exciting new product design wins in the cell phone and audio headphone markets will continue to drive future growth at Knowles. New solar and power generation applications at deck [ph] to Waukesha Bearings, new products that support the sustainability initiatives of customers at Hill Phoenix, Marathon and Hydro will fuel our future growth.

Combined with these new product development activities, our business leaders are displaying their leadership by taking the necessary actions to minimize the impact of a slowing economy. We can already see the benefits of these decisions in our improved operating margins, strong cash generation and enhanced working capital statistics.

The strong focus on synergy capture and the key business improvement initiatives, as outlined by Bob, will optimize the future results of Dover. The fourth quarter will have unique challenges, but I remain confident that Dover will deliver on our earlier guidance of 12% annual EPS growth for 2008.

In closing, I want to recognize the retirement on Bob Tyre, Dover's Vice President of Corporate Development, who has been the court man for Dover's acquisition program for the last 14 years. Many of the current Dover companies are here today due to Bob's expertise and guidance.

Bob's unwavering commitment to Dover will surely be missed and we wish him much health and happiness in his retirement. Assuming Bob's responsibilities for M&A program will be Steve Sellhausen who was hired in March.

Steve brings extensive M&A experience and his already fully engaged in leading our acquisition activity. Lastly, I want to sincerely thank all the Dover employees who have worked very hard to produce our results and I am confident that they will embrace the changes necessary to drive future growth at Dover.

With that, I'll turn it back to Paul Goldberg for questions.

Thanks Ron. At this point I'd like to ask Kelly to compile the questions and just quickly remind you that we'd like you to limit your questions to one with a follow-up so we can get everybody's questions answered.

Kelly, please compile the questions. Question And Answer

Good morning.

Good morning, Nigel

Yeah. Nice margin performance this quarter by the way.

Thanks, Nigel

So, on the Energy front, you obviously go from strength to strength that re-drove the performance this quarter. It's all about some moderation in 4Q, you'd be aware there is lot when you consider '09.

Can you just maybe add a bit of color on how you are seeing 2009?

Well Nigel, we're not prepared to talk about 2009 on our call today. We are in the process of developing our budgets for 2009 and all of our operating companies that you rolled up at the segment level.

We will review that information during the latter part in November and early December. So we're really not prepared to talk about '09 today.

But I am sure it'll reflect the current environment of the economy.

Okay. But when you talk about moderation in 4Q, are we talking about that a deceleration in growth rate.

So, I assume a bit more on that front?

I would say Nigel overall we're probably talking about moderation. I mean if look at our first three quarters of the year, Energy continues to have had strong improvement quarter-over-quarter.

But overall the trend is probably been moderating and I think we're anticipating that growth factor to continue in that general vein. So, we're not expecting a big fall off but we are expecting some moderation selectively in the energy space.

Okay. And then as a follow-up on the buybacks.

Obviously you've been very accretive over the last couple of years. You've got a strong balance sheet.

It seems that the credit conditions are improving somewhat. So, how you think about free cash flow deployment going forward?

I think we are confident, Nigel that we'll continue to generate free cash flow double-digit growth in our revenue. We will continue to evaluate paying down debt versus buying back shares versus using up our acquisitions as we always have.

I think in this environment, we'll probably continue to look at paying down our debt first and foremost. We will come back into the share repurchase market if we think it's a good economic use of our cash, but we're not announcing a program today.

Okay, thanks a lot.

Good morning

Good morning, John.

Good morning. Maybe start with a question for Bob.

The high end of the $40 million to $60 million of synergy I think if my math is right, it's about $0.22. Yeah, you've called out sort of $0.11 year-to-date, presumably you're going to get some more benefit in the fourth quarter.

Does that suggest that the synergy benefit from these initiatives declines in terms of an absolute contribution in 2009? Or how should we think about that?

Well, the number that we provided at Dover Day last year, the $40 million to $60 million target, we have achieved on schedule. I would say we are ahead of schedule with respect to our targets from a year ago.

I wouldn't expect the benefits to decline next year. I think we still have several more months of benefit to capture, especially with the Markem-Imaje integration.

But John, I would also tell you looking back on the targets we provided a year ago; we felt at the time that we needed to sort of prove it to ourselves that they were conservative estimates.

As you always at the time while expected the targets to ramp in the sense that you implement the initiatives and then you get increasing benefits or was this more a front loaded benefit because you pickup some low hanging food and then you fall into may be a little bit of softer incremental contribution in the following year?

I think our growth and our capture will continue over the next two quarters and then I would label it as more of sustaining effort on those initial synergy projects that we identified at Dover Day last year

Okay. The question is also is on technologies.

If we prospectively roll into a very weak Christmas holiday retail season, has that already been reflected in the results of technologies or does that get potentially a lot worse in the fourth quarter, maybe Ron could you just talk a little bit about how the business ties in and sort of how you... you've been through these cycles before, I mean how we should think about this cycle versus prior cycles for that segment?

Bob would add more color but I would say that typically, as you know John historically the technology group normally sees a first quarter pullback from the fourth quarter. It is a weaker let's say running into the Christmas season and perhaps it was a year ago in terms of momentum.

Our companies have held up quite well in that regard for most of this year. I think that we're seeing is the semicon markets a little bit soft and I don't think we anticipate this being a knockdown Christmas season.

So, there will be some moderation back to first quarter but we really can't call '09 yet at all.

And John just to add another comment, traditionally the fourth quarter has net been a strong quarter for the equipment companies.

Right.

Within the electronic sector. We typically see the build out for capacity and technology changes occurring during the year prior to the Christmas build.

The fourth quarter for us, here for this year, we would still expect to see some; I call it a normal seasonal patterns with respect to the equipment companies. Sort of offsetting that is our play and the diverse that we with the military and our communication infrastructure, as well as the strong participation that Knowles has.

We are not expecting a sharp pullback in the fourth quarter.

John, I would also just drive your eye to how well margins held up in that area and how well we've improved over the couple of years. I think the business cycle, should it deteriorate, we really don't see a product going back to the levels that you would have looked at on our historic performance sort of five to ten years ago.

I think we really have a much better portfolio now, much more focused on business combinations we've put together that improve the cost base. So I think the margin will hold up much better.

Yes. Thanks very much.

Good morning, Rob.

Good morning, Rob.

Hello?

Can you hear me okay?

Now, we can.

Sorry. I didn't realize which direction the mute button was going.

Bob, your discussion of the procurement program and the idea that you think you can realize comparable as we try to take as, what, at least $50 million of incremental benefit. Can you provide some kind of a timeline over which you think you might be able to realize those benefits?

Rob, I would call it the initial phase of this project is underway now. The initial phase being, I will call it assessment and opportunity identification.

We won't have this initial phase completed until near year-end or even going into early in the first quarter.

Okay.

The benefits that we expect, I would say... again I'd like to think that we're going to be conservative in this, but we do expect those benefits to be at least equal to the benefits we identified a year ago at Dover Day on our synergy opportunities at that time.

From a timing point of view, I think you need to look at this is starting to occur in the second half of '09 with most of this being a benefit in the 2010 period.

But not crazy to think that you might realize most of your objective in 2010?

Correct.

Yeah, okay. And Ron, I'll just bolt together two little ones, one a follow-up or a clarification, and then get back in queue.

One, could you share with us when the scheduled Board Meeting is at which you might seek an incremental share repurchase authorization? And the clarification I wanted to ask about, Rob, I kind of got the idea that what you're communicating about the Energy platform is the likelihood of a sequential revenue decline in the fourth quarter.

That is I think what Rob referred to is that we anticipate that the fourth quarter bill is slower than the third quarter in terms of activity level. Our next Board Meeting of course is in November, but we're not going to comment about share repurchases at this point.

That's something that's up to Board's discretion and discussion, but we're certainly aren't going to air it out over the phone.

No, of course. I just wanted to understand the timing of when that could occur.

I would also mention that we have a standing authorization for share repurchase that we have still on the book. So, it's not a case that we don't have the ability to do something if that were to be decided at the Board Meeting.

What's still outstanding Bob or Rob on the existing authorization?

I think it's in the range of $8 million to $10 million. We authorized $10 million a couple of years ago, and I think it's down to about $8 million.

Yeah.

Buybacks last year were separate in discrete events. So they were not a deduct from the standing authorization we had authorized two or three years ago.

Okay. Thanks for refreshing us on that.

Thanks. Good morning.

Just had a couple of clarifications. Ron, I guess the 12% earnings growth for full year versus 12% plus.

I just want to be to clear that you're pulling off the plus component of it and if that's the case, tremendous market and understandable. I think the implication for 4Q is $0.87.

Can you clarify there for us?

Well, I live by our 12% guidance. I mean we've been saying Cluster and Eurack [ph] would probably say plus again.

We could argue about where is the thick plus side or the thin plus side, Terry. But I think what we're doing, we're displaying our confidence that the guidance we gave you earlier this year, we stay true to that guidance, and we believe we will deliver on that.

Hey Terry, its Paul. Just to be crystal clear on this.

The 12% guidance was off our last year number before we stated financials. So the base was 322.

What you would do is add 12% on top of that, and then add $0.04 for the impact of the restated financials that we had. So that's the number.

And if I do a quick math in my head, your $0.87 doesn't compute to me.

Okay. That's helpful.

And maybe we have a similar answer to this next question which is, if I look at the operating margins presented in the queue that was released this morning, you are presenting it pretty flat year-over-year but the last page of the slide is indicating margins for a full year, up 10 or 25 basis points which would suggest very substantial year-over-year margin improvement in the fourth quarter. I'm probably missing something now.

I wonder if you can clarify there as well.

Well, I think we said our margins were up 30 basis points year-over-year during the quarter and I think on balance, we believe we've had a better year than last year. We see fourth quarter totaling up reasonably well.

We will see some deterioration because of the charges that might relate to restructuring related to changes we'll have to make to align our self to the new economic reality. But we still feel pretty jolly good about our margins.

We believe the programs we've put in place are solid, are well grounded and that we're going to be able to build on those over time.

I think we're expecting fourth quarter margins to be relatively consistent with last year's fourth quarter margins.

Okay.

That would put our full year margins ahead of last year by the range we've put on that last slide in our forecast for the balance of the year.

Okay.

So, if you look at year-over-year, we're probably going to be... last year's fourth quarter margins were 14.6%; we think we'll be within range of that fourth quarter this year.

That will put our full year range slightly higher than last year full year range.

Okay. Thanks for that.

And then on the deceleration in organic in the fourth quarter, I'm wondering if you can just give us a little more color by division. You had mentioned you'd seen some softness in the energy related businesses that obviously was a very strong organic number in 3Q and probably one of the ones that's driving the decal overall in the fourth quarter.

But could you talk about the various segments? A little bit more color there.

Let me comment on energy if I may, quite candidly, we are saying that we would anticipate some slowdown from the 15% year-over-year growth rate that we talked about in this earnings release. But I still think we're bullish overall on our energy market over any course of time.

It's obvious that we've loved the energy market and the results just dropped it over. But energy is not a meaningful business from the economic slowdown.

I think that it will fair better than many industries that we serve. Today, we talk about $70, I think 70 to 90 is probably a more realistic number than the 145 we saw earlier in the year.

I think the credit crunch will have some impact on the second and third tier drillers that serve the oil patch. There are estimates that are saying they might see a drop off at 10 to 15% in active rigs in 2009 and I think you have to always put an eye on that.

But also an eye we watch is the number of feet drilled which impacts the activity level for us. As we look inside our energy companies, certainly Knowles, AOT, Ferguson Beauregard are all production driven and we think that demand for artificial lift, the automation that those people bring forward will probably continue to be utilized in all cycles of the oil patch.

U.S. synthetics and coarse dine which bring technology to the drill patch and dive an insert bit [ph], special sensors.

These are things that will continue to be utilized by whatever oil and gas well drilling goes on. Our core compression group which is our gas equipment group, they really serve not the drill related markets but they transmission production of natural gas and that's kind of a recurring revenue theme and typically those things get some recurrent cycles which increase that business in a slowing economy.

So hope that will help you a little bit in the oil patch. We believe that long-term, the world oil demand profile, the fast depilation rates of gas oil wells certainly not going to change the macro dynamics of petroleum market and who knows what the U.S.

is going to display. But typically, they display a trait that every time that the cost of fuel goes down, but pumps, the number miles driven tends to go up.

So we'll see what happens in this cycle.

I would take, Terry, at a higher level given what we have told you about the full year expectation is obviously organic growth will likely be approaching zero overall. And most of the positives will all be in the Energy and the Fluid Management space, and the mix among the others will be largely consistent with third quarter, where most of the...

the line share of our organic growth really came out of energy, and out of fluid management taken as a whole. So, Paul, can go over that some detail when you guys talk separately about the detail.

But I would say that the pattern you saw on the third quarter the relative mix of where we got our organic growth which was heavily in Fluid Management will be consistent in the fourth quarter.

Okay. Thanks very much.

Hi Scott.

Good morning, Scott.

I was hoping we could dig into the restructuring actions a little bit and more from a function of quantifying, I guess the magnitude is just kind of more of a pay-as-you-go or just something bigger going on here like Hill Phoenix significant, obviously that business is suffering right now. And maybe a little bit of granularity there because that could help us forecast for '09 of course.

Scott good morning, this is Bob. First I would, your comment about pay-as-you-go, this has been what we have been doing all year long.

We've actually had some restructuring charges and headcount reductions selectively even starting in the first quarter; that has picked up in different areas of the business during the second quarter. The activity was at bit a higher level in the third quarter.

We expect the restructuring activities to continue in the fourth quarter, sort of at the same pace we saw in the third quarter. We're not taking any special charges for this activity it is pay-as-you-go.

And we believe that the companies are well positioned, well prepared to take some additional actions here in the fourth quarter or the first quarter as conditions want.

Scott, I would say is the lion share of what we're anticipating in the fourth quarter is predominantly in Industrial Products, where we some plan consolidation efforts underway and somewhat similarly in Electronic Technologies where we have further consolidations. So those are probably the bigger of the two areas for the fourth quarter.

And those will relate to both physical plan consolidations and some anticipated headcount reduction.

As Bob said, I was not looking to take a dig across the board, charge or something in that order of magnitude.

Would you characterize this as substantially more aggressive than during the year. I mean I guess a better way to ask the question I suppose is just to say can you quantify it?

Are we talking $10 million? Are we are talking 20?

I think the quarter we're talking we mentioned that the fourth quarter would be consistent with the third quarter which was about $6 million, $7 million in that range. And the headcount reduction will probably be somewhat higher in the fourth quarter than we've had year-to-date.

So I would say year-to-date in headcount we've probably been in the range of 800 to 1000 people. We would anticipate the headcount potential reduction would be similar to that in the fourth quarter.

So I would say it's probably accelerating somewhat. The total number for the year is in the range of about $18 million to $19 million.

But these programs are done by companies. So we've been working on the roll up.

But that's the current estimate for the year right now.

Okay. And then lastly, the Product ID business and you folks have some pretty good historicals to help you understand the cyclicality of this business.

It was still up 3% in the quarter. How does that business typically hold out if we are facing the global slowdown that's some of us think we're walking into a pretty tough period here.

Would you expect that that business is... I know, fair amount of its consumer related, so, how kind of bad does bad get when things are all over in that business?

Well, keep in mind that 50% or little bit more than 50% of our revenue in the Product ID Group is recurring revenue, mostly in the form of consumables. And this business will not be immune to a slowdown in the economy.

The slowdown would probably be felt more quickly with the sale of new applications, new equipment. There is a big, a large significant part of the equipment sales that would be replacement sales.

But I think the business should hold up very well as well as the margins holding up very well during a slowdown.

That helps but not as much as I was hoping. I mean does it ever get to significant negative territory when times are bad if you go back and look in kind of the 20 year data stream?

It has never done that.

Okay. Good.

Thank you guys.

It is a high consumable size, Scott that holds the margins up in that territory.

I got you. Thank you.

Hi. Good morning.

Good morning, Wendy.

Good morning, Wendy.

I was interested in your comment that things sort of fell... Ron your comment about things sort of falling off in August, which one would assume seasonally or on a vacation basis, European vacation basis.

But seem to go a little better in September. Can you give us some more detail on that, please?

Yeah, I think with the probably the mindset of most people is that business continues to get worse over time. And I think what we want to do was help the people on the call appreciate the fact that we did have a slow August which is typical in many businesses that have European content.

But our September bounced back more to the levels of July. So, I guess overall we were encouraged by that to see the deterioration wasn't accelerating.

It's too early for us to comment on October, so we can't give you any color beyond that. But I think that what we want to do is make certain people understood that it wasn't a declining path for the period of the quarter.

It wasn't building on itself

Okay. And when you say...

so, you are snapping back to July, how does that compare to say the beginning of the... the first half of the year, in terms of the bounce back?

No, I think this was our third largest bookings quarter in a history. So, in the second and I was giving the first and second quarter would have been the two previous high.

So, still at a pretty solid robust content, but slightly below those first two.

Okay.

But Wendy, if I could add some color there. Good morning, this is Bob.

Hi Bob.

Actually our order pattern for Dover this year, with the second quarter being our high quarter is also reflective of what we saw in 2007. Further, to Ron's comments and the order pattern in the third quarter, we saw the typical seasonal sort of weaker August sandwiched by very solid order rates in July and August.

And that pattern was exhibited at all four segments.

Well, that's very helpful. Thank you so much.

Hi Alex.

Hello.

Hello.

I was going to ask you about 2009, but you probably said all that you care to say about that at the moment. So let me go on to something else on acquisitions, are you seeing any easing of the prices now with financial buyers being under some stress?

Are you seeing better prices, prices coming down? What's going on in that market?

Alex, this is Bob. Good morning.

First of all, I would comment that our pipeline opportunities here as we exit the third quarter and going into the fourth quarter are probably as heavier right now. The pipeline is fuller than it was even in the beginning of the year.

So we have some interesting opportunities that we had, that we are looking at. Pricing, the pricing is clearly less than it was in the '05, '06 and early '07 timeframe.

And I would say that the properties and processes that we have been engaged in over the past 30 days are more reflective of some historical, more moderate price premiums. If we were to sort of anecdotally comment on the properties that are in our pipeline today, they are all add-on acquisition opportunities.

No new standalones. And obviously those add-on acquisition opportunities provide us great opportunities for synergy using the new PMI process that we are implementing.

Okay. And secondly, you mentioned that steel prices were coming down.

But many companies have long-term contracts, so that they don't feel the effects of those stock price declines as soon as you might think. What is your situation?

How soon would you feel moderating material prices in your business and if you need to make some distinctions between one division or the other, please do.

Well I'm not sure I would draw a distinction between one segment versus the other. Though obviously within Fluid Management and Industrial Products is where the bulk of our steel procurement does take place.

For the most part, many of our companies have long-term contracts in place that were expiring in the June, July and August timeframe. We have not been locking forward rates on our steel procurement during the third quarter.

And I think we've probably here in the fourth quarter and going into the first quarter, I think we will capture some immediate benefits from the moderating prices in the commodity area.

Okay. So, how soon would you write new contracts then?

You'd wait for prices to decline further or what would you do.

Well my first comment would be that we're looking at that as part of this strategic sourcing and supply chain initiative project that's underway in here in the fourth quarter. And we are very consciously not looking to sign long-term contracts at this point in time.

Okay.

But we want to complete this process here at the end of the fourth quarter.

Got it. Okay.

Thank you.

Hi. Good morning.

Good Morning, Steve.

Good morning, Steve.

Good morning, Steve.

So you guys getting used to describing the difference between 12% and 12% plus over there? Anyway --

We're learning. Love that granularity.

Well, we picked that up on R02 [ph]. So you be reaffirmed down solid in the context of the environment definitely.

Just a question on the oil and gas side, this is I guess, you can call it forward-looking or not. But I'm wondering what are guys telling you, is there a customers price deck right now.

I'm just curious; I know a couple of year ago was I guess 40 to 50. But my guess is that's moved up a little up over the past couple of years.

Well I think we've been chatting earlier this year about $60 kind of being the floor price of lot of the budgets and many of the E&P companies. I think that you can almost kind of throw that number out the window and say the rate of decelerations from $100 down to $70 has probably intimidated people somewhat.

Surprisingly though as we look at our oil patch share, many of our companies are talking about the capacity being full for the fourth quarter. So I think we will see a moderation, but at the same point in time I think we're going to probably complete '08 in fine shape in the oil patch '09.

we'll see more of that, once we see the budgets of everybody's companies. I think we'll see probably some pullback in just the pace of drilling.

If OpEx should cut production and keep prices high it will impact us a positive way. So we continue to be encouraged, Steve, just because the broad based platform we have there.

Its just not one segment of the energy patch. We think it's healthy.

We think some of the drillers that came in the second, third tier may slow just because of credit. But we don't see the majors really slowing a whole lot of activity, at least from what we know today.

Is there a more or less exposure to the various types of customers, like the second and third tiers and the majors. I mean is there any kind of difference to you guys.

Most of those are all going to be land based drilling. Certainly gas wells have been a predominant drilling over the last few years.

I don't think we'll see the mix of product if that's the nature of your question, I think. We'll see the mix of that change radically because whether you're a major, a second or third tier, most all of use the same technology for drilling applications.

So I don't think our product mix will change radically.

Okay. And then feet drilled, with regards to the rig count.

I mean is a huge there difference there. I'm not an oil analyst.

I'm just curious as to could you highlight the difference?

I think what I'm just saying is sometimes you can't get overly preoccupied with rig count because rigs are getting are more inefficient over time. The diamond inserts that we certainly sell in the marketplace ballad into complete their drilling in a shorter time span, which means they can loose that rig.

So I think driller is more efficient. The reason I'd like to look at feet drilled is that's an actual production number; that's tangible to us in terms of feet which is where on diamond tips, the sucker rod, links of strings.

Its things that we can tangibly define into whether its good or bad for us. So that's why we look to more than just well give me active rigs.

At this point in time, Steve, I don't have a prediction on feet drill from any of the analysts that look at the oil market enough to give you a tangible answer to that question.

Is there an imaginable scenario where this business is down at some point over the next few quarters.

I think the term we've continued to use we feel consistent with. We'll probably see some moderation in the next few quarters.

I don't see a dollar figure yet or an activity level yet that tells us that we fear the next couple of quarters.

Okay. And since I'm the last, I'll take one more follow-up.

On the margin improvement side, you guys tweaked your estimate down a little bit for the year, was up 25 to 50 I think in the last presentation you gave and its now up 10 to 25. What's the shuttle change there?

Is that ForEx? Is that raw materials, volume?

I think some of it's the fact we actually did better in the third quarter in terms of margins. So we actually have improved our margin which helps the overall math.

And then I think there is some moderation because the restructuring cost that has to be taken as we look to the remainder of the year.

As well, there is a little bit of moderation in our revenue expectations for the fourth quarter.

And some restructuring. Okay, great.

Thanks a lot guys.

This will be my last earnings release call and I'd like to say thank you to our analysts, investors and Dover's global employees who have been highly supportive to the many changes that we've brought to Dover to increase shareholder value. Bob Livingston and the executive team have a great game plan for accelerating the process of synergy capture, leveraging Dover's procurement and increasing the value creation of our future acquisitions.

I'm very proud to be a Dover shareholder and have enormous confidence in the future of this great company. Thank you for attending our call today.

Thanks. With that we'd like to complete this conference call and we look forward to talk to you about the results of the fourth quarter.

Thanks a lot and we'll talk to you later. Bye.