8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                       -----------------------------------


                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934


       Date of report (Date of earliest event reported): December 3, 2002


                           HANOVER COMPRESSOR COMPANY
               (Exact Name of Registrant as Specified in Charter)

         Delaware                     1-13071                   76-0625124
(State or Other Jurisdiction   (Commission File Number)        (IRS Employer
     of Incorporation)                                      Identification No.)

   12001 North Houston Rosslyn
         Houston, Texas                                            77086
(Address of Principal Executive Offices)                         (Zip Code)

       Registrant's telephone number, including area code: (281) 447-8787




Item 5. Other Events.

Hanover Compressor Company (NYSE: HC), the leading provider of outsourced
natural gas compression services, today reported it received notification from
the general partner of GKH Investments, L.P., GKH Private Limited, and GKH
Partners, L.P. (collectively "GKH"), of their decision to distribute to the
limited partners and general partners 10,000,000 shares of the 18,274,795 shares
GKH owns of Hanover's common stock. At November 30, 2002, Hanover Compressor had
approximately 80,500,000 shares outstanding.

A copy of the letter sent by GKH to the Company is attached to this report as
Exhibit 99.1.

Item 7. Financial Statements and Exhibits

(a)  Financial Statements of Business Acquired.

     Not  applicable.

(b)  Pro Forma Financial Information.

     Not applicable.

(c)  Exhibits.

     99.1      Letter from GKH Partners, L.P. to Mark S. Berg, Senior Vice
               President and General Counsel of Hanover Compressor Company dated
               December 3, 2002.




                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                HANOVER COMPRESSOR COMPANY

Date:    December 3, 2002       By:    /s/ Mark S. Berg
                                       -----------------------------------------
                                Name:  Mark S. Berg
                                Title: Senior Vice President and General Counsel





                                  Exhibit Index

Exhibit
Number    Description
- ------    ----------------------------------------------------------------------

99.1      Letter from GKH Partners, L.P. to Mark S. Berg, Senior Vice President
          and General Counsel of Hanover Compressor Company dated December 3,
          2002.

EX-99.1

                                                                    Exhibit 99.1


                               [GKH Partners, L.P. letterhead]




                                                        December 3, 2002



Mr. Mark S. Berg
Senior Vice President
 and General Counsel
Hanover Compressor Company
12001 N. Houston Rosslyn
Houston, Texas 77086

Dear Mark:

     Please be advised that the general partner of GKH Investments, L.P. ("the
Fund") and GKH Private Limited (the "Parallel Investor"), GKH Partners, L.P.
("GKH") has determined to make a partial distribution of 10,000,000 shares out
of a total of 18,274,795 of Hanover Compressor Company ("HC") to the limited and
general partners effective at the close of the market today.

     Additionally, we would like to advise you that the general partners of GKH
have communicated to the limited partners that, "the general partners presently
intend to retain all the shares that they will receive in the distribution. The
general partners of GKH believe that HC remains an attractive investment based
on its market position and industry fundamentals. Moreover, the general partners
of GKH have a high level of confidence in the senior management team and board
that has been assembled during 2002, led by Chairman Victor Grijalva, Chief
Executive Officer and President Chad Deaton, Chief Financial Officer John
Jackson, and General Counsel Mark Berg."


                                         Very truly yours,

                                         GKH Partners, L.P.



                                  by: /s/ Melvyn N. Klein
                                     -----------------------------------
                                     President,
                                     JAKK Holding Corporation