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 *
  Eriksen Knut
2. Date of Event Requiring Statement (Month/Day/Year)
01/09/2006
3. Issuer Name and Ticker or Trading Symbol
NATCO GROUP INC [NTG]
(Last)
(First)
(Middle)
C/O NATCO GROUP INC., 2950 NORTH LOOP WEST, SUITE 700
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP - Engineered Systems
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

HOUSTON, TX 77092
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 (1) 15,000
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)   (2) 01/09/2016 Common Stock 25,000 $ 21.8 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Eriksen Knut
C/O NATCO GROUP INC.
2950 NORTH LOOP WEST, SUITE 700
HOUSTON, TX 77092
      SVP - Engineered Systems  

Signatures

Knut Eriksen 01/10/2006
**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) The grant represents shares of restricted stock. Restrictions on this grant shall lapse as to 100% of the shares on the third anniversary date of the grant, provided the recipient has continuously served as an employee during such period. Notwithstanding the foregoing, the restrictions may earlier lapse on a Change of Control, termination of employment due to death or disability, or involuntary termination of the recipient's employment without cause.
(2) These stock options vest in one-third increments on the first, second and third anniversaries of the date of grant (1/9/06), subject to continued employment on the applicable vesting date. Notwithstanding the foregoing, the options may earlier vest on a Change of Control or involuntary termination of the recipient's employment without cause.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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