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): July 28, 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


<PAGE>


ITEM 5.  OTHER EVENTS

         On July 28, 2004, NATCO Group Inc. entered into a Separation Agreement
with Nathaniel A. Gregory, its Chief Executive Officer. Pursuant to the
Agreement, Mr. Gregory is stepping down immediately as the Company's Chairman
of the Board of Directors, and will resign as its Chief Executive Officer and
as a director on September 7, 2004. John U. Clarke, an independent director who
has served on the Company's Board of Directors since February 2000, will
replace Mr. Gregory as Chairman of the Board, effective immediately. Mr. Clarke
also is expected to serve as NATCO's interim CEO starting September 7, 2004,
and remain in that position during the Board's search for a permanent CEO.

         During any time Mr. Clarke serves as interim CEO, he would not be
deemed to be "independent" under Securities and Exchange Commission (SEC) and
New York Stock Exchange (NYSE) rules and therefore would resign temporarily
from the Audit and the Governance, Nominating & Compensation Committees of the
Company's Board of Directors. The Board currently expects that Mr. Clarke
would resume these committee positions on the selection of a new CEO. In the
meantime, however, the Audit Committee would have only two members and would
be without an "audit committee financial expert" and thus would be out of
compliance with NYSE and SEC requirements. Assuming we fill the position of
CEO promptly and Mr. Clarke returns to these committees, we do not anticipate
any material and adverse consequences from this temporary noncompliance.

         Mr. Gregory received an initial payment under the Separation
Agreement, which he used to exercise outstanding options to purchase 164,363
shares of the Company's common stock at an exercise price of $5.03 per share
and to pay taxes due on such exercise. He also will be entitled to receive an
additional payment in October, and other compensation and benefits, as
specified in the agreement. Mr. Gregory will make himself available for
provision of advisory services for a period of one year as provided in the
agreement.

         Also on July 28, 2004, the Company repurchased an aggregate of
498,670 shares of its common stock from Mr. Gregory and Patrick M. McCarthy,
the Company's President, at a price of $7.859 per share, which represented the
15-trading day average of the closing price of the common stock as reported on
the New York Stock Exchange for the period ended July 23, 2004. Mr. Gregory
and Mr. McCarthy used these proceeds and other funds to repay in full all
outstanding loans to the Company that were scheduled to mature on July 31,
2004.

         On July 29, 2004, NATCO Group Inc. issued a press release to announce
the management changes described above and also reported information regarding
its bookings, backlog and revenues for the 2004 second quarter and reaffirmed
prior guidance, before various charges, including CEO separation costs.

         The Separation Agreement and press release are filed as exhibits to
this Current Report on Form 8-K, and the contents of such exhibits are
incorporated in this document by reference.

         Company officials will conduct a conference call starting at 10:00 a.m.
EDT (9:00 a.m. CDT) on Tuesday, Aug. 3, 2004 to discuss these leadership changes
and the Company's second quarter financial and operating results. The August 3
conference call will be webcast live over the internet. Persons wishing to
listen to the webcast should go to the following link 10 minutes prior to the
webcast: http://www.firstcallevents.com/service/ajwz409140582gf12.html. The
call will be archived on the Company's website, http://www.natcogroup.com, for
replay approximately 1 hour after the completion of the call. To access the
replay, click on Investor Relations.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)      Exhibits

         10.1     Separation Agreement between the Company and
                  Nathaniel A. Gregory dated July 28, 2004

         99.1     Press Release dated July 29, 2004


ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

         In its press release of July 29 discussed above, the Company also
reported information regarding its bookings, backlog and revenues for the 2004
second quarter and reaffirmed prior guidance, before various charges,
including CEO separation costs. The Company intends to release complete 2004
second quarter financial results on Tuesday, August 3, 2004, before the open
of the market.

<PAGE>


                                   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:  July 29, 2004
                                                  NATCO Group Inc.


                                                  By: /s/ Patrick M. McCarthy
                                                     --------------------------
                                                      Patrick M. McCarthy
                                                      President
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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): July 28, 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 5.  OTHER EVENTS

         On July 28, 2004, NATCO Group Inc. entered into a Separation Agreement
with Nathaniel A. Gregory, its Chief Executive Officer. Pursuant to the
Agreement, Mr. Gregory is stepping down immediately as the Company's Chairman
of the Board of Directors, and will resign as its Chief Executive Officer and
as a director on September 7, 2004. John U. Clarke, an independent director who
has served on the Company's Board of Directors since February 2000, will
replace Mr. Gregory as Chairman of the Board, effective immediately. Mr. Clarke
also is expected to serve as NATCO's interim CEO starting September 7, 2004,
and remain in that position during the Board's search for a permanent CEO.

         During any time Mr. Clarke serves as interim CEO, he would not be
deemed to be "independent" under Securities and Exchange Commission (SEC) and
New York Stock Exchange (NYSE) rules and therefore would resign temporarily
from the Audit and the Governance, Nominating & Compensation Committees of the
Company's Board of Directors. The Board currently expects that Mr. Clarke
would resume these committee positions on the selection of a new CEO. In the
meantime, however, the Audit Committee would have only two members and would
be without an "audit committee financial expert" and thus would be out of
compliance with NYSE and SEC requirements. Assuming we fill the position of
CEO promptly and Mr. Clarke returns to these committees, we do not anticipate
any material and adverse consequences from this temporary noncompliance.

         Mr. Gregory received an initial payment under the Separation
Agreement, which he used to exercise outstanding options to purchase 164,363
shares of the Company's common stock at an exercise price of $5.03 per share
and to pay taxes due on such exercise. He also will be entitled to receive an
additional payment in October, and other compensation and benefits, as
specified in the agreement. Mr. Gregory will make himself available for
provision of advisory services for a period of one year as provided in the
agreement.

         Also on July 28, 2004, the Company repurchased an aggregate of
498,670 shares of its common stock from Mr. Gregory and Patrick M. McCarthy,
the Company's President, at a price of $7.859 per share, which represented the
15-trading day average of the closing price of the common stock as reported on
the New York Stock Exchange for the period ended July 23, 2004. Mr. Gregory
and Mr. McCarthy used these proceeds and other funds to repay in full all
outstanding loans to the Company that were scheduled to mature on July 31,
2004.

         On July 29, 2004, NATCO Group Inc. issued a press release to announce
the management changes described above and also reported information regarding
its bookings, backlog and revenues for the 2004 second quarter and reaffirmed
prior guidance, before various charges, including CEO separation costs.

         The Separation Agreement and press release are filed as exhibits to
this Current Report on Form 8-K, and the contents of such exhibits are
incorporated in this document by reference.

         Company officials will conduct a conference call starting at 10:00 a.m.
EDT (9:00 a.m. CDT) on Tuesday, Aug. 3, 2004 to discuss these leadership changes
and the Company's second quarter financial and operating results. The August 3
conference call will be webcast live over the internet. Persons wishing to
listen to the webcast should go to the following link 10 minutes prior to the
webcast: http://www.firstcallevents.com/service/ajwz409140582gf12.html. The
call will be archived on the Company's website, http://www.natcogroup.com, for
replay approximately 1 hour after the completion of the call. To access the
replay, click on Investor Relations.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)      Exhibits

         10.1     Separation Agreement between the Company and
                  Nathaniel A. Gregory dated July 28, 2004

         99.1     Press Release dated July 29, 2004

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

         In its press release of July 29 discussed above, the Company also
reported information regarding its bookings, backlog and revenues for the 2004
second quarter and reaffirmed prior guidance, before various charges,
including CEO separation costs. The Company intends to release complete 2004
second quarter financial results on Tuesday, August 3, 2004, before the open
of the market.
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:  July 29, 2004
                                                  NATCO Group Inc.

                                                  By: /s/ Patrick M. McCarthy
                                                     --------------------------
                                                      Patrick M. McCarthy
                                                      President