8-K

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  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):  February 5, 2001

                           HANOVER COMPRESSOR COMPANY
               (Exact name of registrant as specified in charter)

       Delaware                  1-13071                      76-0625124
(State of Incorporation)    (Commission File Number)      (I.R.S. Employer
                                                       Identification Number)


12001 N. Houston Rosslyn
Houston, Texas                                    77086
(Address of principal executive offices)        (Zip Code)

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


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

   (c)  Exhibits.

        99.1 Press release dated February 5, 2001


                                   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

Dated: February 5, 2001             By:  /s/  Michael J. McGhan
                                       --------------------------------
                                    Name:  Michael J. McGhan
                                    Its:   President and Chief Executive Officer


                                 EXHIBIT INDEX


Exhibit
 Number         Description
- --------        -----------
  99.1          Press release dated February 5, 2001

EX-99.1

                                                                    EXHIBIT 99.1

                       HANOVER COMPRESSOR COMPANY REPORTS
                   FAVORABLE CONCLUSION OF ADVISORY AGREEMENT

MANAGEMENT BELIEVES ARRANGEMENT AND CONCLUSION BENEFICIAL TO ALL SHAREHOLDERS

HOUSTON, February 5, 2001 - Hanover Compressor Company (NYSE:HC), a leading
provider of outsourced natural gas compression services, reported today that the
Company and GKH Partners, L.P. have fulfilled the parties' obligations pursuant
to the terms of a letter agreement between GKH and the Company entered into on
November 14, 1995 relating to investment banking services provided by GKH,
clarifying the terms of the agreement and fixing this non-operating, one-time
fee payable thereunder at $2,048,000.  The Company has paid this fee in full and
has no further fee payment obligation to GKH. Management believes that this
arrangement was, and this conclusion is, highly beneficial to all shareholders.

The agreement (a copy of which can be found as Exhibit 10.3 to the Company's
1997, Form S-1 filing) has been fully disclosed in footnotes to the Company's
audited financial statements since Hanover became a public company and was
listed on the New York Stock Exchange in 1997 and has also been disclosed in
each of the Company's securities filings.  The Company has now been informed by
its auditors that it is necessary to restate the Company's financial statements
for the year 1997 to reflect a $782,000 after-tax reduction to opening retained
earnings in that year and a $461,000 after-tax charge to net income for 1997 to
reflect the accrual of the fee payable to GKH.

The Company believes that the accrual of the fee has no material impact on its
historical financial performance or any impact on the Company's present or
future performance. Accordingly, the restatement for this non-recurring charge
has been incorporated in the Company's amendment to its 1999 Form 10-K filed
with the Securities and Exchange Commission today.

Certain matters discussed in this press release are "forward-looking statements"
intended to qualify for the safe harbors from liability established by the
Private Securities Litigation Reform Act of 1995.  These forward-looking
statements can generally be identified as such because of the context of the
statement and will include words such as "believes," "anticipates," "expects,"
"estimates," or words of similar import.  Similarly, statements that describe
Hanover's or OEC's future plans, objectives or goals are also forward-looking
statements.  Such forward-looking statements are subject to certain risks and
uncertainties which could cause actual results to differ materially from those
anticipated as of the date of this press release.  The risks and uncertainties
include:  the loss of market share through competition; the introduction of
competing technologies by other companies; a prolonged, substantial reduction in
oil and gas prices which would cause a decline in the demand for Hanover's or
OEC's compression and oil and gas production equipment; new governmental safety,
health and environmental regulations which could require Hanover or OEC to make
significant capital expenditures; inability to successfully integrate acquired
businesses; and changes in economic or political conditions in the countries in
which Hanover or OEC operate.  The forward-looking statements included in this
press release are only made as of the date of this press release, and neither
Hanover nor OEC undertakes any obligation to publicly update such forward-
looking statements to reflect subsequent events or circumstances.