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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): October 23, 2006 (October 19, 2006)

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

 

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 1.01 Entry Into a Material Definitive Agreement

On October 19, 2006, the Board of Directors, on the recommendation of an approval by the Governance, Nominating & Compensation Committee of the Board, approved salary increases for certain executive officers. These included the following increases (a) to certain executives designated as "named executive officers" in the Company's 2006 proxy statement and (b) to an executive officer having an employment agreement with the Company, all of which are effective as of October 1, 2006:

 Executive Officer

Annual Base Salary effective October 1, 2006

 

C. Frank Smith

$265,000

 

Robert A. Curcio

$265,000

Knut Eriksen

$260,000

 

SIGNATURES

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: October 23, 2006

NATCO Group Inc.

 

 

By: /s/ Bradley P. Farnsworth________

Bradley P. Farnsworth

Senior Vice President & Chief

Financial Officer