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): May 719, 2009

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.)

11210 Equity Drive
Houston, Texas		77041
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (713) 849-7500

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 communication 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 25.02 ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnAt ~~May~~the 7,annual ~~2009,~~meeting of stockholders of NATCO Group Inc. ~~issued~~(the a"Company") ~~press~~held ~~release~~on ~~announcing~~May ~~its~~19, ~~financial~~2009, ~~and~~the ~~operating~~Company's ~~results~~stockholders ~~for~~approved the ~~first~~NATCO ~~quarter~~Group ~~ended~~Inc. ~~March 31,~~ 2009. ~~This~~Long-Term ~~press~~Incentive ~~release~~Compensation Plan is(the ~~filed~~"2009 asIncentive ~~Exhibit 99~~Plan").1 ~~to this~~The ~~Current~~2009 ~~Report~~Incentive onPlan ~~Form~~is ~~8-K,~~effective ~~and~~as ~~its~~of ~~contents~~March ~~are~~16, ~~incorporated by reference into this report~~2009.

~~Item~~ A 7summary of the principal provisions of the 2009 Plan is set forth below.01 This summary is qualified in its entirety by the full text of the 2009 Incentive Plan, which is included as Annex A to the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 23, 2009, and is incorporated by reference herein as Exhibit 10.1.

~~Regulation~~ Administration. The FD2009 ~~Disclosure~~Incentive Plan shall be administered by the Governance, Nominating & Compensation Committee of the Board of Directors (the “GNC Committee”). The GNC Committee shall have the authority, in its discretion and subject to the express provisions of the 2009 Incentive Plan, to determine which employees, consultants or directors shall receive an award, the time or times when such awards shall be made, the type of award that shall be made, the number of shares to be subject to any option, restricted stock award or bonus stock award, the number of shares subject to or the value of any performance award and the value of any phantom stock award. In addition, the GNC Committee shall have powers as delegated to it by the 2009 Incentive Plan, including to: (a) construe the 2009 Incentive Plan and the related agreements; (b) prescribe rules and regulations related to the 2009 Incentive Plan; (c) determine the terms, restrictions and provisions of the agreement related to any award; and (d) make all other determinations necessary or advisable for administering the 2009 Incentive Plan. The GNC Committee may correct any defect or supply any omission or reconcile any inconsistency in the 2009 Incentive Plan or in any agreement relating to an award in the manner and to the extent it shall deem expedient to carry it into effect. The GNC Committee is authorized under the plan to delegate its powers to administer the plan and make awards under the plan to the Company’s CEO, so long as the CEO is a member of the Board of Directors, except with respect to individuals who are subject to Section 16 of the Securities Exchange Act of 1934 and to other limitations that may be imposed by the GNC Committee.

InEligibility; ~~accordance~~Types ~~with~~of ~~General~~Rewards. ~~Instruction~~The ~~B.2.~~GNC ofCommittee ~~Form~~may ~~8-K,~~only ~~the~~grant ~~following~~awards ~~information~~under ~~shall~~the ~~not~~plan beto ~~deemed~~persons ~~"filed"~~who, ~~for~~at ~~purposes~~the time of ~~Section~~grant, 18are employees, consultants or non-employee directors of the ~~Securities~~Company ~~Exchange~~or ~~Act~~its ofaffiliates. ~~1934,~~Awards asto ~~amended~~eligible employees, ~~nor shall~~consultants itor directors may be ~~deemed~~in ~~incorporated~~the byform ~~reference~~of instock ~~any~~option ~~filing~~grants, ~~under~~incentive ~~the~~stock ~~Securities~~option ~~Act~~grants, ofstock ~~1933~~appreciation right (“SAR”) grants, asrestricted stock ~~amended~~awards, performance awards, phantom stock awards and bonus stock awards.

~~Conference~~Shares ~~Call~~Subject to the Plan; Award Limitations. ~~NATCO~~The ~~Group~~plan ~~held~~provides afor ~~conference~~the ~~call~~issuance onof ~~its~~up ~~first~~to ~~quarter~~an ~~2009~~aggregate ~~results~~of at650,000 ~~9:00~~shares ~~a.m.~~of common stock through stock option grants, ~~central~~incentive ~~time~~stock option grants, onrestricted ~~Thursday~~stock awards, ~~May~~performance 7awards, ~~2009~~phantom stock awards and bonus stock awards. Shares ~~The~~of ~~call~~common ~~was~~stock underlying grants awarded under the plan will again be available for future grants under ~~broadcast~~the ~~live~~plan ~~over~~if (1) the ~~Internet~~awards ~~and~~relative ~~can~~to such shares lapse or otherwise terminate without the delivery of underlying shares, or (2) such shares are forfeited back to the plan after issuance, surrendered in payment of the exercise or purchase price of an award or withheld for payment of applicable employment taxes or withholding obligations associated with an award. The maximum number of shares of common stock that may be ~~accessed~~issued ~~at:~~under ~~http://www~~the plan through restricted stock awards and performance awards is 325,000 and through incentive stock options is 650,000.~~natcogroup.com~~ The maximum number of shares that may be issued under the plan subject to options, byrestricted ~~clicking~~stock onawards ~~Investor~~and ~~Relations~~performance awards denominated in shares of common stock granted to any one individual during any calendar year may not exceed 150,000 ~~then~~and ~~Calendar~~the maximum amount of compensation that may be paid under all performance awards denominated in cash (including the fair market value of any shares of common stock paid in satisfaction of such performance awards) granted to one individual during any calendar year may not exceed $5,000,000.

~~Item~~ Amendment. 9The Board of Directors may terminate the plan at any time with respect to any shares for which an award has not previously been made.01 ~~Financial~~The Board ~~Statements~~of Directors may alter or amend the plan or any part thereof; provided that (1) the consent of an award recipient is required to change an award in way that would impair the rights of such recipient and ~~Exhibits~~(2) the consent of our stockholders is required to increase the maximum aggregate number of shares of common stock that may be issued under the plan, change the class of individuals eligible to receive awards under the plan, amend any outstanding option or SAR to lower the exercise price, or cancel and replace any outstanding option or SAR with an option or SAR having a lower exercise price, or amend or delete provisions specifying required minimum vesting periods, except in the case of death, disability, retirement or corporate change.

~~(c)~~ Miscellaneous. ~~Exhibits~~The ~~99.1~~2009 ~~Press~~Incentive ~~Release~~Plan ~~dated~~also ~~May~~contains 7,provisions ~~2009~~with ~~related~~respect to ~~earnings~~payment of purchase prices, vesting and expiration of awards, treatment of awards upon a change of control of the Company, adjustments for stock splits, recapitalizations and mergers, transferability of awards, tax withholding requirements, and various other terms, conditions and limitations, as further described in the 2009 Incentive Plan.

~~SIGNATURE~~Item 9.01 Financial Statements and Exhibits.

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.

(c)	Exhibits

	10.1	NATCO Group Inc. 2009 Long-Term Incentive Compensation Plan (incorporated by reference to Appendix A to NATCO Group Inc.’s Proxy Statement filed on March 23, 2009)

~~Dated: May 7, 2009~~SIGNATURE

~~NATCO~~ Pursuant ~~Group~~to ~~Inc~~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.

ByDated: ~~/s/~~May ~~John~~21, ~~U. Clarke John U. Clarke Chairman & Chief Executive Officer~~2009

NATCO Group Inc.

By:		/s/ John U. Clarke

		John U. Clarke
		Chairman & Chief Executive Officer

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