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)
                              February 21, 2006


                            Gardner Denver, Inc.
                     -----------------------------------
           (Exact Name of Registrant as Specified in Its Charter)


         Delaware                      1-13215                  76-0419383
  ------------------------       -------------------      ---------------------
     (State or Other                 (Commission              (IRS Employer
     Jurisdiction of                 File Number)          Identification No.)
      Incorporation)



                   1800 Gardner Expressway                           62305
                       Quincy, Illinois                          ------------
         ------------------------------------------------         (Zip Code)
           (Address of Principal Executive Offices)


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


     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

     [ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)

     [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

     [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))







ITEM 8.01.  OTHER EVENTS

         On February 21, 2006, Gardner Denver, Inc. (the "Company") issued a
press release announcing the approval by the Company's Board of Directors of
a two-for-one split of the Company's common stock to be effected in the form
of a 100% stock dividend, subject to the stockholder approval of an increase
in the number of authorized shares of the Company's common stock (the "Press
Release"). A copy of the Press Release is furnished with this report as
Exhibit 99.1 to this Form 8-K and incorporated by reference herein.


ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

      99.1         Gardner Denver, Inc. Press Release dated February 21, 2006




                                   - 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:  February 21, 2006            By:       /s/ Tracy D. Pagliara
                                       -----------------------------------------
                                       Tracy D. Pagliara
                                       Vice President, Administration,
                                       General Counsel and Secretary







                                   - 3 -




                                EXHIBIT INDEX


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

   99.1              Gardner Denver, Inc. Press Release dated February 21, 2006







                                   - 4 -

EX-99.1

       [GARDNER DENVER logo]


============================================================================

                                PRESS RELEASE

============================================================================


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

February 21, 2006                            Contact: Helen W. Cornell
                                             Vice President, Finance and CFO
                                             (217) 228-8209


           GARDNER DENVER, INC. ANNOUNCES TWO-FOR-ONE STOCK SPLIT
                      IN THE FORM OF A STOCK DIVIDEND;
   ACTION SUBJECT TO STOCKHOLDER APPROVAL OF INCREASE IN AUTHORIZED SHARES


QUINCY, IL, (February 21, 2006) - Gardner Denver, Inc. (NYSE: GDI) announced
today that its Board of Directors has approved a two-for-one split of the
Company's common stock to be effected in the form of a 100% stock dividend.
As the Company does not have enough authorized shares of common stock to
effect a two-for-one split, the split is contingent upon stockholder
approval of an increase in the number of authorized shares of common stock
at the May 2, 2006 annual meeting of stockholders.

Subject to receiving such stockholder approval, the record date for the
stock split will be May 11, 2006, with the distribution date expected to be
on or about June 1, 2006. If stockholders approve the increase in the number
of authorized shares at the annual meeting, stockholders of record on the
record date will receive on the distribution date one additional share of
the Company's common stock for each share owned. As proposed, the stock
split would increase the number of outstanding shares of common stock from
approximately 26 million to approximately 52 million shares.

Gardner Denver, Inc., with 2005 revenues of $1.2 billion ($1.4 billion on a
pro forma basis including the acquisition of Thomas Industries, which was
completed in July 2005) is a leading worldwide manufacturer of
reciprocating, rotary and vane compressors, liquid ring pumps and blowers
for various industrial and transportation applications, pumps used in the
petroleum and industrial markets, and other fluid transfer equipment serving
chemical, petroleum, and food industries. Gardner Denver's news releases are
available by visiting the Investor Relations page on the Company's website
(www.gardnerdenver.com).