UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

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~~PURSUANT ofTO ~~Report~~SECTION 13 OR 15(~~Date~~d) ofOF ~~Earliest~~THE ~~Event~~SECURITIES ~~Reported):~~EXCHANGE ACT ~~May~~OF ~~19,~~1934 ~~2009~~

~~NATCO~~Date ~~Group~~of ~~Inc.~~Report (Date of earliest event reported): June 4, 2009 (June 1, 2009)

~~(Exact~~NATCO ~~Name~~GROUP ofINC. ~~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)

(Exact name of registrant as specified in its charter)

~~Registrant’s~~Commission ~~Telephone~~File Number, ~~Including Area Code: (713) 849~~001-~~7500~~15603

DELAWARE

22-2906892

(State of incorporation

or organization)

(I.R.S. Employer

Identification No.)

11210 Equity Drive, Suite 100, 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:

[x ] 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~~x ~~5.02~~Soliciting ~~Departure~~material ofpursuant ~~Directors~~to orRule ~~Certain~~14a-12 ~~Officers;~~under ~~Election~~the ofExchange ~~Directors;~~Act ~~Appointment~~(17 ofCFR ~~Certain Officers; Compensatory Arrangements of Certain Officers~~240.14a-12)

At¨ ~~the~~Pre-commencement ~~annual~~communications ~~meeting~~pursuant ofto ~~stockholders~~Rule ~~of NATCO Group Inc.~~ 14d-2(~~the "Company"~~b) ~~held~~under ~~on May 19, 2009,~~ the ~~Company's~~Exchange ~~stockholders~~Act ~~approved~~(17 ~~the~~CFR ~~NATCO Group Inc~~240. ~~2009 Long~~14d-~~Term Incentive Compensation Plan~~ 2(~~the "2009 Incentive Plan"~~b)~~. The 2009 Incentive Plan is effective as of March 16, 2009.~~)

A¨ ~~summary~~Pre-commencement ofcommunications ~~the~~pursuant ~~principal provisions of the 2009 Plan is set forth below. 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~~Rule ~~Definitive~~13e-4(c) ~~Proxy~~under ~~Statement on Schedule 14A, filed with~~ the ~~Securities and~~ Exchange ~~Commission~~Act on(17 ~~March~~CFR ~~23, 2009, and is incorporated by reference herein as Exhibit 10~~240.1. 13e-4(c))

~~Administration. The~~ITEM ~~2009 Incentive Plan shall be administered by the Governance, Nominating & Compensation Committee of the Board of Directors (the “GNC Committee”)~~1. 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 award01. InEntry 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~~Material ofDefinitive ~~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~~Agreement.

NATCO ~~Eligibility;~~Group ~~Types~~Inc., ofa ~~Rewards.~~Delaware ~~The~~corporation ~~GNC~~(the ~~Committee~~“Company”), ~~may~~announced ~~only~~that ~~grant~~it ~~awards~~has ~~under~~entered ~~the~~into ~~plan~~an toAgreement ~~persons~~and ~~who,~~Plan atof ~~the~~Merger ~~time~~dated as of ~~grant~~June 1, ~~are~~2009 ~~employees,~~(the ~~consultants~~“Merger ~~or non-employee~~Agreement”), ~~directors~~with ofCameron ~~the~~International ~~Company~~Corporation, ora ~~its~~Delaware corporation ~~affiliates.~~(“Cameron”) ~~Awards~~and toOctane ~~eligible~~Acquisition ~~employees~~Sub, ~~consultants~~Inc., ora ~~directors~~Delaware ~~may~~corporation beand ina ~~the~~direct, ~~form~~wholly owned subsidiary of ~~stock~~Cameron ~~option~~(“Merger ~~grants~~Sub”), ~~incentive~~pursuant ~~stock~~to ~~option~~which ~~grants,~~Merger ~~stock~~Sub ~~appreciation~~will ~~right~~merge with and into the Company (the “~~SAR~~Merger”) ~~grants~~, ~~restricted stock~~with ~~awards,~~the ~~performance~~Company ~~awards,~~continuing ~~phantom~~as ~~stock~~the ~~awards~~surviving corporation and ~~bonus~~as ~~stock~~a ~~awards~~wholly owned subsidiary of Cameron.

~~Shares~~Pursuant ~~Subject~~ to the Merger ~~Plan;~~Agreement, ~~Award~~at ~~Limitations. The plan provides for~~ the ~~issuance~~effective oftime ~~up to an aggregate~~ of ~~650,000~~the ~~shares of common stock through stock option grants~~Merger, ~~incentive~~each ~~stock~~holder ~~option grants, restricted stock awards, performance awards, phantom stock awards and bonus stock awards. Shares~~ of common stock ~~underlying~~of ~~grants awarded under~~ the ~~plan~~Company will ~~again~~receive ~~be available for future grants under the plan if (~~1).185 ~~the awards relative to such~~ shares ~~lapse or otherwise terminate without~~ (the ~~delivery~~“Exchange ~~of underlying shares, or (2~~Ratio”) ~~such~~of ~~shares~~common ~~are~~stock ~~forfeited~~of ~~back~~Cameron to (the ~~plan~~“Merger ~~after~~Consideration”) ~~issuance,~~for ~~surrendered~~each inshare ~~payment~~ of ~~the exercise or purchase price of~~Company ancommon ~~award or withheld for payment of applicable employment taxes or withholding obligations associated with an award~~stock. ~~The~~No ~~maximum~~fractional ~~number of~~ shares of common stock ~~that~~of ~~may~~Cameron will be issued ~~under~~in the ~~plan through restricted stock awards and performance awards is 325~~Merger,~~000~~ and ~~through incentive stock options is 650,000. The maximum number of shares that may be issued under~~ the ~~plan~~Company’s ~~subject~~stockholders towill ~~options,~~receive ~~restricted~~cash ~~stock awards and performance awards denominated~~ in ~~shares~~lieu of ~~common~~factional ~~stock~~shares, ~~granted~~if to any ~~one individual during any calendar year may not exceed 150~~,~~000~~ ~~and the maximum amount~~ of ~~compensation~~Cameron ~~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~~.

~~Amendment.~~ The ~~Board~~consummation of ~~Directors may terminate~~ the ~~plan~~Merger atis ~~any~~subject ~~time~~to ~~with~~the ~~respect~~satisfaction toor ~~any~~waiver ~~shares~~of ~~for~~certain ~~which~~closing anconditions, ~~award~~including, ~~has~~without ~~not~~limitation, ~~previously~~the ~~been~~approval ~~made.~~of ~~The~~the ~~Board~~Merger ofAgreement ~~Directors~~by ~~may~~the ~~alter~~Company’s orstockholders, ~~amend~~ the ~~plan~~termination or ~~any~~expiration ~~part~~of ~~thereof;~~the ~~provided~~waiting ~~that~~period ~~(1)~~under the ~~consent~~Hart-Scott-Rodino ofAntitrust anImprovements ~~award~~Act ~~recipient~~of is1976, ~~required~~as toamended, ~~change~~effectiveness anof ~~award~~the inregistration ~~way~~statement ~~that~~on ~~would~~Form S-4 ~~impair~~to ~~the~~be filed ~~rights~~by ofCameron ~~such~~with ~~recipient~~the Securities and ~~(2)~~Exchange ~~the~~Commission, ~~consent~~approval of ~~our~~the ~~stockholders~~listing ~~is required~~on ~~to increase~~ the ~~maximum~~New ~~aggregate~~York ~~number~~Stock Exchange of the shares of common stock ~~that~~of ~~may~~Cameron to be issued ~~under~~in the ~~plan,~~Merger ~~change~~and the ~~class~~absence of ~~individuals~~any ~~eligible~~injunction toor ~~receive~~restraint ~~awards~~that ~~under~~prohibits consummation of the ~~plan,~~Merger. ~~amend~~Each ~~any~~party’s ~~outstanding~~obligation ~~option~~to orclose ~~SAR~~the toMerger ~~lower~~is also subject to the ~~exercise price,~~accuracy orof ~~cancel~~representations and ~~replace~~warranties ~~any~~of, ~~outstanding~~and ~~option~~compliance orwith, ~~SAR~~covenants ~~with~~by anthe ~~option~~other orparty ~~SAR~~to ~~having~~the aMerger ~~lower~~Agreement, ~~exercise~~in ~~price~~each case, oras ~~amend~~set orforth in ~~delete~~the ~~provisions~~Merger ~~specifying~~Agreement. ~~required~~The ~~minimum~~obligation ~~vesting~~of ~~periods,~~each ~~except~~party into close the ~~case~~Merger is also subject to the absence of ~~death~~any material adverse effect on the other party. The Merger Agreement also contains customary representations, ~~disability~~warranties, ~~retirement~~and orcovenants of ~~corporate~~Cameron, ~~change~~Merger Sub, and the Company.

~~Miscellaneous.~~ The ~~2009~~Merger ~~Incentive~~Agreement ~~Plan~~contains ~~also~~certain ~~contains~~termination ~~provisions~~rights ~~with~~for ~~respect~~both tothe ~~payment~~Company ofand ~~purchase~~Cameron, ~~prices~~including in the event that the Merger is not consummated by March 31, ~~vesting~~2010 and ~~expiration~~in ofthe ~~awards,~~event ~~treatment of~~that ~~awards~~the ~~upon~~Company’s astockholders ~~change~~do ofnot ~~control~~approve the Merger Agreement. The Merger Agreement further provides that, upon termination of the ~~Company~~Merger Agreement under specified circumstances, ~~adjustments~~the ~~for~~Company ~~stock~~may ~~splits,~~be ~~recapitalizations~~required ~~and~~to ~~mergers~~pay Cameron a termination fee equal to $27,300,000. ~~transferability~~In the event of ~~awards,~~a ~~tax~~termination ~~withholding~~of ~~requirements,~~the ~~and~~Merger ~~various~~Agreement under certain other ~~terms~~circumstances, ~~conditions~~the ~~and~~non-terminating ~~limitations~~party may be required to pay to the terminating party up to $6,000,000 asfor ~~further~~reimbursement ~~described~~of expenses in connection with the ~~2009~~ ~~Incentive~~Merger ~~Plan~~Agreement.

~~Item~~The ~~9.01~~foregoing ~~Financial~~description ~~Statements~~of the Merger Agreement does not purport to be complete and ~~Exhibits~~is qualified in its entirety by reference to the Merger Agreement, which is filed hereto as Exhibit 2.1, and is incorporated herein by reference.

(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)

CAUTIONARY STATEMENT

The Merger Agreement has been included to provide investors with information regarding its terms. Except for its status as the contractual document that establishes and governs the legal relations among the parties thereto with respect to the transactions described above, the Merger Agreement is not intended to be a source of factual, business or operational information about the parties. The representations, warranties and covenants made by the parties in the Merger Agreement are qualified as described in the Merger Agreement. Representations and warranties may be used as a tool to allocate risks among the parties, including where the parties do not have complete knowledge of all facts. Investors are generally not third party beneficiaries under the Merger Agreement and should not rely on the representations, warranties or covenants or any descriptions thereof as characterization of the actual state of facts or condition of the Company, Cameron and Merger Sub, or any of their respective affiliates.

ADDITIONAL INFORMATION

In connection with the proposed merger, Cameron will file with the SEC a Registration Statement on Form S-4 and NATCO will file a proxy statement, which will be mailed to NATCO’s stockholders. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE S-4 AND PROXY STATEMENT REGARDING THE PROPOSED MERGER WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the S-4 and proxy statement (when available) and other related documents filed by Cameron and NATCO with the SEC at the SEC’s website at www.sec.gov. The S-4 and proxy statement (when it is available) and the other documents may also be obtained for free by accessing Cameron’s website at www.c-a-m.com under the heading “Investor Relations” and then under the heading “SEC Filings” or by accessing NATCO’s website at www.natcogroup.com under the tab “Investor Relations” and then under the heading “SEC Filings.”

NATCO and its directors, executive officers and certain other members of management and employees may be soliciting proxies from its stockholders in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders in connection with the proposed merger will be set forth in NATCO’s proxy statement when it is filed with the SEC. You can find information about NATCO’s executive officers and directors in their definitive proxy statement filed with the SEC on March 23, 2009. You can obtain free copies of these documents from NATCO using the contact information above.

FORWARD-LOOKING STATEMENTS

Information set forth in this document may contain forward-looking statements, which involve a number of risks and uncertainties. NATCO cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Cameron and NATCO, including future financial and operating results, the new company’s plans, objectives, expectations and intentions and other statements that are not historical facts.

The following additional factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to satisfy the closing conditions of the transaction, including obtaining regulatory approvals for the transaction and the approval of the merger agreement by the NATCO stockholders; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the impact of other acquisitions that Cameron or NATCO have made or may make before the transaction; competition and its effect on pricing; and exploration and development spending by E&P operators. Additional factors that may affect future results are contained in Cameron’s and NATCO’s filings with the Securities and Exchange Commission (“SEC”), which are available at the SEC’s web site http://www.sec.gov. Cameron and NATCO disclaim any obligation to update and revise statements contained in these materials based on new information or otherwise.

ITEM 3.03.

Material Modification to Rights of Security Holders.

The Company and Mellon Investor Services LLC (as successor to ChaseMellon Shareholder Services, LLC), as rights agent, are parties to a Rights Agreement, dated as of May 15, 1998, as amended on May 14, 2008 (the “Rights Agreement”), pursuant to which preferred stock purchase rights (the “Rights”) were issued to holders of common stock of the Company. On June 1, 2009, the Company and Mellon Investor Services LLC executed an amendment to the Rights Agreement (the “Rights Agreement Amendment”) providing that Cameron would not be deemed an “Acquiring Person” under the Rights Agreement as a result of the execution or consummation of the Merger Agreement. Additionally, such events will not cause the Rights to be distributed or become exercisable.

The foregoing summary of the Rights Agreement Amendment is qualified in its entirety by reference to the Rights Agreement Amendment, which is filed as Exhibit 4.1 hereto and incorporated herein by reference.

ITEM 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 1, 2009, the Company amended its Directors Compensation Plan and certain award agreements thereunder to provide that upon a change of control the optionees under such award agreements may acquire shares of common stock of the acquiring corporation. A copy of the Amendment to the Directors Compensation Plan and a copy of the form Amendment to Option Award Agreements are attached hereto as Exhibits 10.1 and 10.2 respectively, and each is incorporated herein by reference.

ITEM 8.01.

Other Information.

On June 1, 2009, the Company and Cameron announced that they had entered into the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

(d)

Exhibits.


2.1		Agreement and Plan of Merger by and among the Company, Cameron, and Merger Sub, dated as of June 1, 2009.

4.1		Amendment to Amended and Restated Rights Agreement dated June 1, 2009, between the Company and Mellon Investor Services LLC.

10.1		Amendment to the Directors Compensation Plan.

10.2		Form Amendment to Option Award Agreements under the Directors Compensation Plan.

99.1		Press Release, dated June 1, 2009.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: ~~May~~June 213, 2009

NATCO Group Inc. By: /s/ Katherine P. Ellis Katherine P. Ellis Senior Vice President, Corporate Secretary & General Counsel

~~By:~~Exhibit ~~/s/~~Index ~~John U. Clarke John U. Clarke Chairman & Chief Executive Officer~~


Exhibit No.		Description
2.1		Agreement and Plan of Merger by and among the Company, Cameron, and Merger Sub, dated as of June 1, 2009.

4.1		Amendment to Amended and Restated Rights Agreement dated June 1, 2009, between the Company and Mellon Investor Services LLC.

10.1		Amendment to the Directors Compensation Plan.

10.2		Form Amendment to Option Award Agreements under the Directors Compensation Plan.

99.1		Press Release, dated June 1, 2009.

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