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) today announced the election of
William S. Goldberg as Vice Chairman of the Board, the election of Victor E.
Grijalva and I. Jon Brumley as additional directors, and the appointment of John
E. Jackson to succeed Goldberg as Chief Financial Officer and serve as Senior
Vice President of the Company.

          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.

          Copies of the press releases issued by Hanover with respect to these
matters are attached as Exhibits 99.1, 99.2 and 99.3 to this Current Report on
Form 8-K and are incorporated herein by reference.

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

          99.2     Press Release, issued February 26, 2002

          99.3     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

99.2           Press Release, issued February 26, 2002

99.3           Press Release, issued February 26, 2002

EX-99.1

                                                                    EXHIBIT 99.1

JOHN E. JACKSON APPOINTED CHIEF FINANCIAL OFFICER OF HANOVER COMPRESSOR

WILLIAM S. GOLDBERG ELECTED VICE CHAIRMAN OF THE BOARD;  VICTOR E. GRIJALVA AND
I. JON BRUMLEY ELECTED DIRECTORS

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

HOUSTON, February 26, 2002 - Hanover Compressor (NYSE: HC), a leading provider
of outsourced natural gas compression services, today announced the election of
William S. Goldberg as Vice Chairman of the Board, the election of Victor E.
Grijalva and I. Jon Brumley as additional directors, and the appointment of John
E. Jackson to succeed Goldberg as Chief Financial Officer and serve as Senior
Vice President of the Company.

Jackson, 43, was formerly Vice President and Chief Financial Officer of Duke
Energy Field Services (DEFS) in Denver, a $10 billion joint venture of Duke
Energy and Phillips Petroleum that is one of the nation's largest producers and
marketers of natural gas liquids.

Goldberg, 43, who has been a Director and Executive Vice President of Hanover
since 1991, was appointed Chief Financial Officer in May 2000. In addition to
his new role as Vice Chairman, Goldberg will continue as a member of the Finance
and Executive committees of the Board of Directors.

Grijalva recently retired as vice chairman of Schlumberger Ltd. and currently is
chairman of the board of directors of Transocean Sedco Forex (NYSE: RIG) of
Houston, a leader in contract drilling of oil and gas wells in offshore areas
around the world. Brumley currently is chairman and chief executive officer of
Encore Acquisition Company (NYSE: EAC) of Fort Worth, a growing independent
energy company engaged in the acquisition, development and exploitation of North
American oil and natural gas reserves.

"I think I speak for all shareholders when I say how pleased we are to welcome
John Jackson, whose appointment is the result of a comprehensive 10-month search
initiated to continue to expand Hanover's senior executive management team,
adding upon the significant staff and resource additions to the Company's
finance and accounting organization made over the past two years," said Michael
J. McGhan, President and Chief Executive Officer. "Bill will continue his active
involvement in Hanover's management and direction, and, more importantly, will
focus his skills on helping scale up our organization to best address our
Company's size, scope and strategy.

"We also recognize the need for broader counsel at the director level in dealing
with rapid growth and international expansion," he said. "Victor Grijalva and
Jon Brumley are among the most widely recognized and respected executives in the
global energy services sector. Both have made important and lasting
contributions to the growth of their respective companies during their careers.
Victor and Jon's experience and insight will prove extremely valuable to our
Company as we execute our business plan."



"Today's announcement caps a process we began last May to deepen our management
team at all levels commensurate with Hanover's growth as the global leader in
outsourced natural gas compression and treating, approaching $1 billion in
revenues and facing a wealth of growth opportunities," McGhan said.

Jackson joined DEFS as Vice President and Controller in April 1999 and was named
Chief Financial Officer in February 2001. Prior to joining DEFS, Jackson served
in a variety of treasury, controller and accounting positions at Union Pacific
Resources between June 1981 and April 1999, including Chief Financial Officer -
Gathering, Processing & Marketing Division. He began his career as a staff
accountant with Arthur Young & Company in Fort Worth, TX in 1979. A certified
public accountant, Jackson graduated cum laude with a degree in Business
Administration from Baylor University.

"In John Jackson, Hanover has added a highly seasoned energy services executive
with 20 years' financial experience, who will make an outstanding addition to
our company and executive management team," McGhan said. "John's impressive
experience at both Duke Energy Field Services and Union Pacific Resources, as
well as his broad knowledge of the gas compression and gas handling business,
make him the perfect choice to help lead Hanover. John's extensive experience in
carrying out DEFS' post-acquisition financial management integration process
will prove very valuable to Hanover. We are extremely pleased to welcome John
aboard as we further expand our market position domestically and develop our
proven gas compression outsourcing model globally in the years ahead," said
McGhan.

"Bill Goldberg has been an important contributor to the Company's strong growth
since GKH Investments, L.P., first invested in the then-private Hanover
Compressor in 1991 when our annual revenues amounted to $17 million," McGhan
said. "We appreciate the extra contribution he made when we asked him to step in
as CFO a year and a half ago upon Curtis Bedrich's retirement, and we look
forward to his continued guidance and counsel as vice chairman."

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; and changes in economic or political conditions
in the countries in which Hanover operates. 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.

EX-99.2

                                                                    EXHIBIT 99.2

FORMER SCHLUMBERGER VICE CHAIRMAN VICTOR GRIJALVA
ELECTED TO HANOVER COMPRESSOR BOARD OF DIRECTORS

HOUSTON, February 26, 2002 - Hanover Compressor (NYSE: HC), the leading provider
of outsourced natural gas compression services, today announced that Victor E.
Grijalva, recently retired vice chairman of Schlumberger Ltd. and the chairman
of Transocean Sedco Forex (NYSE: RIG) of Houston, was elected to Hanover's
expanded board of directors.

"We are very pleased and honored to have Victor, a highly experienced energy
services executive respected around the world, join Hanover as it enters a new
and exciting phase in its growth," said Michael O'Connor, chairman of Hanover.
"During his distinguished career, Victor made significant and lasting
contributions to Schlumberger and continues to make contributions to the energy
service industry as chairman of Transocean Sedco Forex, a leader in contract
offshore drilling."

Mr. Grijalva, who retired from Schlumberger on December 31st, 2001, graduated
from Carnegie Mellon University with a bachelors degree in electrical
engineering and the University of Pennsylvania with a masters degree in
electrical engineering. During his 37 years at Schlumberger, he has held a
variety of management positions in countries such as Argentina, France,
Venezuela, Singapore, Greece, UAE and the United States. Beginning as a senior
development engineer in 1964, some of his more recent positions consist of
president of Wireline and Testing in North America and executive vice president
of Oilfield Services. In 1998, he was appointed vice chairman of Schlumberger
and a member of the board, and in 1999 he became chairman of Transocean Sedco
Forex.

Mr. Grijalva is a member of the board of the American Petroleum Institute, and a
member of the American Institute of Electrical Engineers, the Society of
Petroleum Engineers, and the Oil & Gas Editorial Advisory Board.

About Transocean SedcoForex

Transocean Sedco Forex (www.deepwater.com) is a leader in contract drilling of
oil and gas wells in offshore areas around the world. Headquartered in Houston,
TX, the company specializes in technically challenging segments of the offshore
drilling business, including leadership in both deepwater and harsh-environment
drilling services.

About Hanover Compressor

Hanover Compressor Company (www.hanover-co.com) is the global market leader in
full service natural gas compression and a leading provider of service,
financing, fabrication and equipment for contract natural gas handling
applications. Hanover provides this equipment on a rental, contract compression,
maintenance and acquisition leaseback basis to natural gas



production, processing and transportation companies that are increasingly
seeking outsourcing solutions. Founded in 1990 and a public company since 1997,
its customers include premier independent and major producers and distributors
throughout the Western Hemisphere.

                                      # # #

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; and
changes in economic or political conditions in the countries in which Hanover
operates. 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.

EX-99.3

                                                                    EXHIBIT 99.3

ENCORE ACQUISITION CHAIRMAN AND CEO I. JON BRUMLEY ELECTED
TO HANOVER COMPRESSOR BOARD OF DIRECTORS

HOUSTON, February 26, 2002 - Hanover Compressor (NYSE: HC), the leading provider
of outsourced natural gas compression services, today announced the election of
I. Jon Brumley, Chairman and Chief Executive Officer of Encore Acquisition
Company (NYSE: EAC) of Fort Worth to Hanover's board of directors.

"Jon Brumley is a seasoned energy industry executive with an outstanding record
of developing several oil and gas production companies into industry leading
companies," said Michael O'Connor, chairman of Hanover. "His disciplined
approach, recognized managerial and financial acumen, and energy industry
expertise will provide a valuable perspective to our company."

Mr. Brumley began his career with Southland Royalty Company as a risk analyst in
1967 and became its President in 1974. In 1980, while Mr. Brumley was President
and Chief Executive Officer, Southland carved out two groups of producing
properties and formed two royalty trusts called the San Juan Basin Royalty Trust
and the Permian Basin Royalty Trust. These royalty trusts still trade on the
NYSE under the symbols SJT and PBT, respectively. In 1985, Southland was
acquired by Burlington Northern Railroad.

In 1986, Mr. Brumley co-founded Cross Timbers Oil Company to focus on the
acquisition and development of long-lived oil and natural gas properties. In
1992, while Mr. Brumley was Chairman of the Board, Cross Timbers created the
Cross Timbers Royalty Trust and, in 1993, Cross Timbers Oil Company had its
initial public offering. Cross Timbers Oil Company recently changed its name to
XTO.

In August 1996, Mr. Brumley accepted the position of Chairman and Chief
Executive Officer of MESA, and in August 1997 MESA was merged with Parker
Parsley to become Pioneer Natural Resources Company.

In 1998, Mr. Brumley and his son, Jon S. Brumley, formed Encore Acquisition
Company.

Mr. Brumley holds a Bachelors degree in business administration from the
University of Texas and a MBA from the University of Pennsylvania.

About Encore Acquisition Company

Organized in 1998, Encore (www.encoreacq.com) is a growing independent energy
company engaged in the acquisition, development and exploitation of North
American oil and natural gas reserves. Encore's oil and natural gas reserves are
located in the Williston Basin of Montana and North Dakota, the Permian Basin of
Texas and New Mexico, the Anadarko Basin of Oklahoma



and the Powder River Basin of Montana. The company completed an IPO in March
2001 and today has an enterprise value of approximately $525 million.

About Hanover Compressor

Hanover Compressor Company (www.hanover-co.com) is the global market leader in
full service natural gas compression and a leading provider of service,
financing, fabrication and equipment for contract natural gas handling
applications. Hanover provides this equipment on a rental, contract compression,
maintenance and acquisition leaseback basis to natural gas production,
processing and transportation companies that are increasingly seeking
outsourcing solutions. Founded in 1990 and a public company since 1997, its
customers include premier independent and major producers and distributors
throughout the Western Hemisphere.

                                      # # #

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; and
changes in economic or political conditions in the countries in which Hanover
operates. 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.