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): February 26, 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                                        77086
Houston, Texas  77086                                            (Zip Code)
(Address of Principal Executive Offices)

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



Item 5.  Other Events.

Hanover Compressor (NYSE: HC), the leading provider of outsourced natural gas
compression services, today modified its growth strategy by high-grading its
capital expenditures, thereby enabling the Company to finance its growth through
net cash generated by operating activities. The Company also announced it would
report lower than anticipated financial results for the fourth quarter ended
December 2001, and revised financial targets for 2002.

Hanover now estimates that full year 2002 total revenues will be between $1.25
billion and $1.30 billion. The Company estimates its 2002 net income will be
between $120 million and $129 million, or between $1.40 and $1.50 per fully
diluted share (based on an estimated 83.8 million common and common equivalent
shares outstanding). Analysts' consensus estimates for full year 2002 EPS range
between $1.52 and $1.80. The Company expects to reduce capital expenditures to
approximately $250 million in 2002, including approximately $60 million for
equipment overhauls and other maintenance capital expenditures.

Hanover also estimates that it will generate EBITDAR between $425 million and
$450 million for 2002. EBITDAR consists of the sum of consolidated net income
before interest expense, leasing expense, distributions on mandatorily
redeemable preferred securities, income tax, and depreciation and amortization.
The Company believes that EBITDAR is a meaningful measure of its operating
performance and may also be used to measure its ability to meet debt service
requirements. However, EBITDAR should not be considered as an alternative
performance measure prescribed by generally accepted accounting principles.

The Company now estimates that fourth quarter 2001 total revenues will be
between $290 million and $310 million. The Company expects its fourth quarter
2001 net income will be between $13 million and $17 million, or between $0.16
and $0.21 per fully diluted share. Analysts' consensus estimates for fourth
quarter 2001 EPS range between $0.37 and $0.39. Hanover also estimates that its
fourth quarter 2001 EBITDAR (as described above) will be between $75 million and
$90 million.

The Company said the lower than anticipated results reflect several factors,
including reduced forecasted revenue, which includes transactions that either
have been delayed or converted from sales of equipment to rental revenue,
currency devaluation affecting Hanover's international operations, and higher
forecasted expenses, including those associated with acquired businesses.

The Company will host a conference call at 2:00 p.m. ET, Tuesday, February 26,
to discuss these matters and other recent corporate developments. To access the
call, participants should dial 913-981-4912 at least 10 minutes before the
scheduled start time. For those unable to participate on the call, a replay will
be available from 5:00 p.m. (ET) on Tuesday, February 26, until midnight,
Friday, March 8. To listen to the replay, please call (719) 457-0820. The access
code for the call is 439591.

A copy of the press release issued by Hanover earlier today with respect to
these matters is attached as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated by reference herein.



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   Press Release, issued February 26, 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:    February 26, 2002                  By: /s/ Michael J. McGhan
                                                --------------------------------
                                            Name: Michael J. McGhan
                                            Title:   President and Chief
                                                       Executive Officer




                                  EXHIBIT INDEX

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

99.1         Press Release, issued February 26, 2002

EX-99.1

                                                                    Exhibit 99.1

HANOVER COMPRESSOR REDUCES CAPITAL EXPENDITURES TO SELF FINANCE GROWTH

WILL REPORT LOWER THAN EXPECTED EPS FOR 4Q01

REVISED FINANCIAL GUIDANCE FOR 2002:  EBITDAR BETWEEN $425M TO $450 MILLION,
FULLY DILUTED EPS $1.40-$1.50

Note:  Conference Call Scheduled for 2:00 p.m. ET today

HOUSTON, February 26, 2002 - Hanover Compressor (NYSE: HC), the leading provider
of outsourced natural gas compression services, today modified its growth
strategy by high-grading its capital expenditures, thereby enabling the Company
to finance its growth through net cash generated by operating activities.

The Company also announced it would report lower than anticipated financial
results for the fourth quarter ended December 2001, and revised financial
targets for 2002.

"Hanover's considerable internally-generated growth and corporate acquisition
activity over the last few years has permitted our Company to establish a strong
asset base and leading market position that will generate significant growth,"
said Michael J. McGhan, President and Chief Executive Officer. "Having assembled
this very strong foundation, we believe that all Hanover constituencies will be
best served as we focus our activities during 2002 on completing the integration
of recent acquisitions, realizing operating and capital efficiencies, and
selectively high-grading our assets by shifting capital to higher return
contracts. In this regard, during 2002 Hanover will reduce its capital
expenditures to a level that will position the Company to self finance its
growth opportunities. Hanover's strategy enables the Company to self finance its
capital expenditures, providing Hanover the flexibility to reduce leverage and
minimize reliance on volatile capital markets, while generating significant
growth."

Reflecting these actions, John Jackson, Senior Vice President and Chief
Financial Officer, said management was now estimating for the full year 2002
total revenues between $1.25 billion and $1.30 billion, EBITDAR between $425
million and $450 million, and fully diluted earnings per share of between $1.40
and $1.50. Analysts' consensus estimates for full year 2002 EPS range between
$1.52 and $1.80. The revised guidance is a result of Hanover's lowered capital
expenditures target.

Additionally, Jackson said management was now estimating fourth quarter 2001
total revenues between $290 million and $310 million, EBITDAR between $75
million and $90 million, and fully diluted earnings per share of between $0.16
and $0.21. Analysts' consensus estimates for fourth quarter 2001 EPS range
between $0.37 and $0.39.

Jackson said the lower than anticipated results reflect several factors,
including reduced forecasted revenue, which includes transactions that either
have been delayed or converted from



sales of equipment to rental revenue, currency devaluation affecting Hanover's
international operations, and higher forecasted expenses, including those
associated with acquired businesses.

Conference Call Details:
- -----------------------

The Company will host a conference call at 2:00 p.m. ET, Tuesday, February 26,
to discuss these matters and other recent corporate developments. To access the
call, participants should dial 913-981-4912 at least 10 minutes before the
scheduled start time. For those unable to participate on the call, a replay will
be available from 5:00 p.m. (ET) on Tuesday, February 26, until midnight,
Friday, March 8. To listen to the replay, please call (719) 457-0820. The access
code for the call is 439591.

                                      # # #

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 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 compression and oil and
gas production equipment; new governmental safety, health and environmental
regulations which could require Hanover to make significant capital
expenditures; inability to successfully integrate acquired businesses; changes
in economic or political conditions in the countries in which Hanover operates;
and additional adjustments which could result from the completion of the 2001
audit of the Company's financial statements. The forward-looking statements
included in this press release are only made as of the date of this press
release, and Hanover undertakes no obligation to publicly update such
forward-looking statements to reflect subsequent events or circumstances. A
discussion of these factors is included in the Company's periodic reports filed
with the Securities and Exchange Commission.