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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                                                                 SEC FILE NUMBER
                    NOTIFICATION OF LATE FILING                  1-13071
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                                                                 CUSIP NUMBER


(Check One): [ ]Form 10-K  [ ]Form 20-F  [ ]Form 11-K  [X]Form 10-Q
[ ]Form N-SAR

For Period Ended: For fiscal quarter ended March 31, 2003

[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ___________________

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  Read Instruction (on back page) Before Preparing Form. Please Print or Type.
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    Nothing in this form shall be construed to imply that the Commission has
                   verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

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PART I -- REGISTRANT INFORMATION

Hanover Compressor Company
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Full Name of Registrant

N/A
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Former Name if Applicable

12001 North Houston Rosslyn
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Address of Principal Executive Office (Street and Number)

Houston, Texas  77086
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City, State and Zip Code


PART II -- RULES 12b-25(b) AND (c)




If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

          (a)  The reasons described in reasonable detail in Part III of this
               form could not be eliminated without unreasonable effort or
               expense;
[X]
          (b)  The subject annual report, semi-annual report, transition report
               on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
               will be filed on or before the fifteenth calendar day following
               the prescribed due date; or the subject quarterly report of
               transition report on Form 10-Q, or portion thereof will be filed
               on or before the fifth calendar day following the prescribed due
               date; and

          (c)  The accountant's statement or other exhibit required by Rule
               12b-25(c) has been attached if applicable.


PART III -- NARRATIVE

State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report portion thereof, could not be filed within
the prescribed time period.

The extension of time for the filing by Hanover Compressor Company (the
"Registrant") of its quarterly report on Form 10-Q for the fiscal quarter ended
March 31, 2003 is necessary to permit the Registrant's management and
independent auditors to analyze properly the impact on the Registrant's
financial statements its recently announced settlement agreement. On May 13,
2003, the Registrant announced that it had reached an agreement to settle its
outstanding securities-related litigation and will therefore include a charge in
its fiscal quarter ended March 31, 2003. Under the terms of the proposed
settlement, the Registrant has agreed, among other things, to issue a contingent
note payable on March 31, 2007. The principal amount of the note will be
determined based on the closing price of the Registrant's common stock following
a two day period ending May 14, 2003, but will not exceed $9.2 million. Because
the principal amount of the note and the related estimated settlement charge
cannot be determined before the closing of the stock market on May 14, 2003, the
Registrant's management and independent auditors need additional time following
such determination to analyze the impact of the settlement on the Registrant's
financial statements and complete a thorough review of the Registrant's
financial statements and report on Form 10-Q. The Registrant expects to file the
quarterly report on Form 10-Q within the extension period.


PART IV-- OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification.

      John E. Jackson               (281)                      447-8787
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           (Name)                (Area Code)              (Telephone Number)



(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). [X] Yes   [ ] No

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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
 [X] Yes   [ ] No

If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

On May 13, 2003, the Registrant announced an agreement to settle its outstanding
securities-related litigation. Under the terms of the proposed settlement, the
Registrant has agreed, among other things, to issue a contingent note payable on
March 31, 2007. The principal amount of the note will be determined based on the
closing price of the Registrant's common stock following a two day period ending
May 14, 2003, but will not exceed $9.2 million.

The Registrant expects to report a net loss of approximately $50.3 million for
the fiscal quarter year ended March 31, 2003 as compared to net income of $5.0
million for the fiscal quarter ended March 31, 2002. Included in the 2003 first
quarter net loss is an estimated pre-tax charge of approximately $65.6 million
for the Registrant's estimated settlement of its outstanding securities-related
litigation. Final resolution of the impact of the settlement based on the
determined principal amount of the note in accordance with the terms of the
proposed settlement could change the Registrant's estimated net loss for the
first fiscal quarter of 2003.


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                           Hanover Compressor Company
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                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.


Date     May 15, 2003               By /s/ John E. Jackson
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                                             John E. Jackson
                                             Senior Vice President and Chief
                                              Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION




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International misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).

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                              General Instructions

1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules
and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained in or filed with the form
will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
5. Electronic filers. This form shall not be used by electronic filers unable to
timely file a report solely due to electronic difficulties. Filers unable to
submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of Regulation
S-T (ss.232.201 or ss.232.202 of this chapter) or apply for an adjustment in
filing date pursuant to Rule 13(b) of Regulation S-T (ss.232.13(b) of this
Chapter).