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                                                                     EXHIBIT 4.2

                                DOVER CORPORATION

                              Officers' Certificate


              David S. Smith, Vice President Finance, and Robert G. Kuhbach,
Vice President, General Counsel and Secretary, of Dover Corporation, a Delaware
corporation (the "Company"), each hereby certifies that he is duly authorized
to, and does hereby, deliver this certificate to Bank One Trust Company, N.A.
(the "Trustee"), as Trustee under the Indenture, dated as of February 8, 2001,
between the Company and the Trustee (the "Indenture"), relating to the Company's
6.50% Notes due February 15, 2011 (the "Notes"); that the Notes are hereby
established as a series of Securities to be issued under the Indenture; that
attached hereto at Exhibit 1 are the terms of the Notes as established in a
Board Resolution pursuant to Section 301 of the Indenture and that:

(i)    He is familiar with the Indenture and has read all the conditions
(including all definitions relating thereto) set forth therein for the
authentication and delivery of the Notes;

(ii)   He has examined the documents submitted by the Company to the Trustee
relating to the Notes and certain other corporate documents and records;

(iii)  He has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether all conditions precedent
provided in the Indenture for the authentication and delivery of the Notes have
been complied with; and

(iv)   In his opinion, all conditions precedent provided for in the Indenture
relating to the authentication and delivery of the Notes have been complied
with.

       Any capitalized terms used herein without definition shall have the
meaning assigned to them in the Indenture.


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       IN WITNESS WHEREOF, the undersigned have executed this certificate this
12 day of February 2001.



                                                /s/ David S. Smith
                                                --------------------------------
                                                Name:  David S. Smith
                                                Title: Vice President Finance


                                                /s/ Robert G. Kuhbach
                                                --------------------------------
                                                Name:  Robert G. Kuhbach
                                                Title: Vice President, General
                                                       Counsel and Secretary


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                                  EXHIBIT 1 TO
                              OFFICERS' CERTIFICATE

1.     The titles of the series of Securities referred to as the Notes shall be
       the "6.50% Notes due February 15, 2011".

2.     The aggregate principal amount of Notes that may be authenticated and
       delivered under the Indenture is initially limited to $400,000,000,
       except for Notes authenticated and delivered upon registration of
       transfer of, or in exchange for, or in lieu of, other Notes pursuant to
       Sections 304, 305, 306 or 906 of the Indenture and except for Notes that,
       pursuant to Section 303 of the Indenture, are deemed never to have been
       authenticated and delivered; (provided, however, that the Company may
       from time to time, without the consent of existing note holders, create
       and issue further notes having the same terms and conditions as the Notes
       in all respects, except for issue date, issue price and the first payment
       of interest thereon; such additional notes, at the Company's
       determination and in accordance with the provisions of the Indenture, are
       to be consolidated with and form a single series with the previously
       outstanding Notes).

3.     The maturity date on which the principal of each of the Notes is payable
       shall be February 15, 2011.

4.     The Notes shall bear interest at the rate of 6.50% per annum from
       February 12, 2011.

5.     The Interest Payment Dates for the Notes shall be February 15 and August
       15 of each year, commencing August 15, 2001, and the Regular Record Date
       for any Interest Payment Date shall be the February 1 or August 1, as the
       case may be, next preceding such Interest Payment Date.

6.     Payments of the principal of (and premium, if any) and interest on the
       Notes will be made at the office or agency of the Company maintained for
       that purpose in New York, New York, provided that at the option of the
       Company payment of interest may be made by check mailed to the address of
       the Person entitled thereto as such address shall appear in the Security
       Register for the Notes.

7.     The Notes shall be redeemable, in whole or in part, at the Company's
       option at any time at a redemption price equal to the greater of (i) 100%
       of the principal amount of such Notes, and (ii) as determined by the
       Quotation Agent (as defined below), the sum of the present values of the
       remaining scheduled payments of principal and interest thereon (not
       including any portion of such payments of interest accrued as of the date
       of redemption) discounted to the date of redemption on a semi-annual
       basis (assuming a 360-day year consisting of twelve 30-day months) at the
       Adjusted Treasury Rate (as defined below) plus 20 basis points plus, in
       each case, accrued interest thereon to the date of redemption.


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       For purposes of this clause 7, the following definitions shall apply:

       "Adjusted Treasury Rate" shall mean, with respect to any redemption date,
       the rate per annum equal to the semi-annual equivalent yield to maturity
       of the Comparable Treasury Issue, assuming a price for the Comparable
       Treasury Issue (expressed as a percentage of its principal amount) equal
       to the Comparable Treasury Price for such redemption date.

       "Comparable Treasury Issue" shall mean the United States Treasury
       security selected by the Quotation Agent as having a maturity comparable
       to the remaining term of the Notes to be redeemed that would be utilized,
       at the time of selection and in accordance with customary financial
       practice, in pricing new issues of corporate debt securities of
       comparable maturity to the remaining term of such Notes.

       "Comparable Treasury Price" shall mean, with respect to any redemption
       date, (i) the average of the Reference Treasury Dealer Quotations for
       such redemption date, after excluding the highest and lowest such
       Reference Treasury Dealer Quotations, or (ii) if the trustee obtains
       fewer than three such Reference Treasury Dealer Quotations, the average
       of all such Quotations.

       "Quotation Agent" shall mean the Reference Treasury Dealer appointed by
       the Company.

       "Reference Treasury Dealer" shall mean (i) each of Chase Securities Inc.,
       Deutsche Banc Alex. Brown Inc., and their respective successors and three
       other nationally recognized investment banking firms that are Primary
       Treasury Dealers specified from time to time by the Company; provided,
       however, that if the foregoing shall cease to be a primary U.S.
       Government securities dealer in New York City (a "Primary Treasury
       Dealer"), the Company shall substitute therefor another Primary Treasury
       Dealer; and (ii) any other Primary Treasury Dealer selected by the
       Company.

       "Reference Treasury Dealer Quotations" shall mean with respect to each
       Reference Treasury Dealer and any redemption date, the average, as
       determined by the Company, of the bid and asked prices for the Comparable
       Treasury Issue (expressed in each case as a percentage of its principal
       amount) quoted in writing to the trustee by such Reference Treasury
       Dealer at 5:00 p.m., New York City time, on the third business day
       preceding such redemption date.

8.     The Notes shall not be subject to any sinking fund or analogous
       provisions.

9.     The provisions on defeasance and covenant defeasance in Sections 1302 and
       1303 of the Indenture shall apply to the Notes.


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10.    The Notes shall be issued in the form of one or more Global Securities.
       The Depository for such Global Securities shall be The Depository Trust
       Company. The Notes shall bear, in addition to any applicable legend set
       forth in the Indenture, a legend in the following form:

              "Unless this certificate is presented by an authorized
              representative of The Depository Trust Company, a New York
              corporation ("DTC"), to the Issuer or its agent for registration
              of transfer, exchange or payment, and any certificate issued is
              registered in the name of Cede & Co. or in such other name as is
              requested by an authorized representative of DTC (and any payment
              is made to Cede & Co. or to such other entity as is requested by
              an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
              OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
              WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
              an interest herein."