Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Smith Charles Andrew
 2. Date of Event Requiring Statement (Month/Day/Year)
01/07/2009		 3. Issuer Name and Ticker or Trading Symbol
NATCO GROUP INC [NTG]
(Last)
(First)
(Middle)
11210 EQUTIY DRIVE, SUITE 100		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President-Finance
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

HOUSTON, TX 77041		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock - restricted stock (1) 15,556
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) 06/22/2007(2) 06/22/2016 Common Stock 2,234 $ 37.78 D  
Stock Option (Right to Buy) 06/06/2008(2) 06/06/2014 Common Stock 3,250 $ 44.7 D  
Stock Option (Right to Buy) 12/17/2008(2) 12/17/2017 Common Stock 2,750 $ 51.07 D  
Stock Option (Right to Buy) 07/09/2009(2) 07/09/2015 Common Stock 3,020 $ 48.18 D  
Stock Option (Right to Buy) 01/07/2010(2) 01/07/2016 Common Stock 15,000 $ 15.36 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Smith Charles Andrew
11210 EQUTIY DRIVE, SUITE 100
HOUSTON, TX 77041		       Senior Vice President-Finance  

Signatures

Katherine P. Ellis, attorney-in-fact for Charles Andrew Smith 01/16/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents awards of restricted stock made at various times prior to the date of this filing. Provided the recipient remains continuously employed by the Company, restrictions on (a) 1,266 shares will lapse on June 22, 2009, (b) 1,590 shares will lapse on June 6, 2010, (c) 1,350 shares will lalpse on December 17, 2010, (d) 1,350 shares will lapse on July 9, 2011 and (e) 10,000 shares will lapse on January 7, 2012. Restrictions on these grants may lapse earlier, pursuant to the applicable incentive plan or upon occurrence of a Corporate Change as defined in such plan provided, in either case, the recipient has been continuously employed by the Company or a subsidiary on such date or the date of such Corporate Change. The shares are subject to forfeiture upon termination of employment prior to the time the restriction lapse.
(2) Options vest in one-third increments on the first, second and third anniversaries of the date of grant, subject to continued employment by the Company or a subsidiary on the applicable date. Date exercisable reflects the first anniversary of the date of grant.

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