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): August 3, 2004



                                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.)


     2950 North Loop West, 7th Floor
            Houston, Texas                                        77092
(Address of Principal Executive Offices)                        (Zip Code)


       Registrant's Telephone Number, Including Area Code: (713) 683-9292


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits

     99.1 Press Release, dated August 3, 2004

ITEM 9. REGULATION FD DISCLOSURE

          In accordance with General Instruction B.2. of Form 8-K, the following
     information shall not be deemed "filed" for purposes of Section 18 of the
     Securities Exchange Act of 1934, as amended, nor shall it be deemed
     incorporated by reference in any filing under the Securities Act of 1933,
     as amended.

          NATCO Group held a conference call on its second quarter earnings on
     August 3, 2004. Interested parties will be able to access the call by
     visiting our web site at: http://www.natcogroup.com.

ITEM 12. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

          On August 3, 2004, NATCO Group Inc. issued a press release announcing
     its operating results for the second quarter of 2004. This press release is
     filed as Exhibit 99.1 to this Current Report on Form 8-K, and its contents
     are incorporated by reference into this report.

          In accordance with Regulation G, we have presented within this press
     release certain non-GAAP financial measures that are clearly identified and
     reconciled to the most directly comparable financial measure in tabular
     form, and have provided a statement from our management disclosing the
     purpose of using these non-GAAP financial measures.


                                    SIGNATURE


         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.


Dated:  August 4, 2004

                                          NATCO Group Inc.



                                          By:  /s/ RICHARD W. FITZGERALD
                                              ----------------------------------
                                                Richard W. FitzGerald
                                                Senior Vice President and
                                                Chief Financial Officer


                                 EXHIBIT INDEX

Exhibit
Number          Description
-------         -----------
 99.1           Press Release, dated August 3, 2004