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) 06/03/2005 (Street) GREENWICH, CT 06830 4. If Amendment, Date Original Filed(Month/Day/Year) 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 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 06/01/2005 06/01/2005 A   5,000 A $ 11.165 (1) 4,949,400 (2) (3) I (2) (3) See Notes 2 and 3

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

Signatures

/s/ HERBERT S. WINOKUR, JR.		06/03/2005
**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)	Restrictions on this grant of restricted stock lapse 100% after one year of service, or on June 1, 2006, or sooner on the death, disability or retirement after age 68 of the recipient, or upon a corporate change. The stock was issued on June 1, 2005, and therefore has no expiration date, but could be forfeited if service ends prior to June 1, 2006, under certain circumstances. Mr. Winokur holds such shares for the benefit of Capricorn Investors II, L.P. ("Capricorn II"). See Note 2.
(2)	Of such 4,949,400 shares, Mr. Winokur holds 26,428 shares directly & 1,835,951 shares through Capricorn Holdings, Inc., of which Mr. Winokur is the sole stockholder. The remaining 3,087,021 shares are held by Capricorn II. Such 4,949,400 shares excludes (i) 5,000 restricted shares held directly by Mr. Winokur for the benefit of Capricorn II, for which the restrictions lapse as to 2,500 shares on July 15, 2005 and as to the remaining 2,500 shares on June 3, 2006 and (ii) the 5,000 restricted shares referenced in footnote 1 above. For purposes of Section 16(b) of the Exchange Act, Mr. Winokur disclaims beneficial ownership of Capricorn II's shares in excess of his pecuniary interest therein.
(3)	Mr. Winokur is the managing member of Capricorn Holdings, LLC, the general partner of Capricorn II and, as such, may be deemed to have both voting and investment power over such shares. Mr. Winokur may be deemed to have a pecuniary interest in Capricorn II's shares through his membership interest in Winokur Family Investors LLC, which is a limited partner of Capricorn II and a member of Capricorn Holdings LLC. For purposes of Section 16(b) of the Exchange Act, Mr. Winokur disclaims beneficial ownership of Capricorn II's shares in excess of his pecuniary interest.

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