FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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 * WINOKUR HERBERT S JR   2. Issuer Name and Ticker or Trading Symbol NATCO GROUP INC [NTG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 30 EAST ELM STREET 3. Date of Earliest Transaction (Month/Day/Year) 11/17/2005 (Street) GREENWICH, CT 06830 4. If Amendment, Date Original Filed(Month/Day/Year) 11/21/2005 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock, par value $0.01 per share 11/17/2005 11/17/2005 J(1)   3,087,021 (1) D $ 0 16,834 (1) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WINOKUR HERBERT S JR 30 EAST ELM STREET GREENWICH, CT 06830	X	X
Capricorn Investors II, L.P. 30 EAST ELM STREET GREENWICH, CT 06830		X

Signatures

/s/ Herbert S. Winokur, Jr.		11/23/2005
**Signature of Reporting Person		Date
Capricorn Investors II, L.P. By: Capricorn Holdings, LLC, its General Partner By: /s/ Herbert S. Winokur, Jr. , Managing Member		11/23/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	As previously disclosed in the original filing, this line represents the distribution by Capricorn Investors II, L.P. ("Capricorn") of 3,087,021 shares of NATCO Group Inc. ("Shares") to its partners (including entities in which Mr. Winokur has an interest) in a pro rata distribution based on their capital accounts. Prior to such distribution, Capricorn held 3,089,521 Shares and 14,334 options to purchase Shares, which options are currently exercisable. After such distribution, Capricorn will continue to own 14,334 options to purchase Shares, which options are currently exercisable, and 2,500 Shares it acquired in 2005. This amendment is to modify the original filing to clearly reflect the above transaction and to modify box 6 to reflect the joint filing.

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