8-K

                                 UNITED STATES
                      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): March 29, 2004



                             GARDNER DENVER, INC.
            (Exact name of Registrant as Specified in its Charter)

           DELAWARE                      1-13215               76-0419383

(State or Other Jurisdiction of        (Commission          (I.R.S. Employer
Incorporation or Organization)         File Number)        Identification No.)



                            1800 GARDNER EXPRESSWAY
                            QUINCY, ILLINOIS 62305
             (Address of Principal Executive Offices and Zip Code)

                                (217) 222-5400
             (Registrant's Telephone Number, Including Area Code)






ITEM 9. REGULATION FD DISCLOSURE.

     On March 29, 2004, the Company issued a press release announcing the
closing of its offering of 3,450,000 shares of its common stock, which
includes 450,000 shares sold at the underwriters' option. A copy of this
press release is attached hereto as Exhibit 99.1 and incorporated herein by
reference.

     The information in this Item 9 and the exhibit attached hereto shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 (the Exchange Act), or otherwise subject to the
liabilities of such section, nor shall such information or exhibit be deemed
incorporated by reference in any filing under the Securities Act of 1933,
except as shall be expressly set forth in such a filing.


                                    - 2 -




                                 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 thereunto duly authorized.

                                       GARDNER DENVER, INC.

Date: March 29, 2004                   By: /s/ Tracy D. Pagliara
                                          ------------------------------------
                                       Tracy D. Pagliara
                                       Vice President, Administration, General
                                       Counsel and Secretary


                                   - 3 -




                                EXHIBIT INDEX

EXHIBIT NO.      DESCRIPTION
- -----------      ----------------------------------------------------

   99.1          Press Release dated March 29, 2004






                                   - 4 -

EX-99.1

[Gardner Denver Logo]                                           EXHIBIT 99.1



============================================================================
                                PRESS RELEASE
============================================================================


FOR IMMEDIATE RELEASE
- ---------------------

March 29, 2004                     Contact: Randall E. Schwedes
                                            Treasurer
                                            (217) 228-8224


            GARDNER DENVER, INC. CLOSES OFFERING OF COMMON STOCK

QUINCY, IL (March 29, 2004) - Gardner Denver, Inc. (NYSE:GDI) announced
today the completion of its public offering of 3,450,000 shares of its
common stock, which included the exercise in full of the underwriters'
option to purchase 450,000 shares of common stock to cover over-allotments.
The public offering price of the shares was $24.50. The shares were issued
pursuant to an effective shelf registration statement previously filed with
the Securities and Exchange Commission.

The Company expects to use the net proceeds from the offering for general
corporate purposes, which may include repayment of outstanding debt and
financing future acquisitions. Bear, Stearns & Co. Inc. was the sole
book-running manager for the offering and Robert W. Baird & Co.
Incorporated, McDonald Investments Inc., A Keycorp Company and Morgan Joseph
& Co. Inc. were co-managers.

This press release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these securities in any
jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities law of any such
jurisdiction. The final prospectus supplement and prospectus related to the
offering were filed with the Securities and Exchange Commission, copies of
which may be obtained from Bear, Stearns & Co. Inc., c/o Prospectus
Department at 383 Madison Avenue, New York, New York 10179, (631) 274-8321.

Gardner Denver, with 2003 revenues of $440 million, is a leading
manufacturer of reciprocating, rotary and vane compressors and blowers for
various industrial applications and pumps used in the petroleum and
industrial markets. Gardner Denver's news releases are available by visiting
the Investor Relations page on the Company's website
(www.gardnerdenver.com).

                                     ###