<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                  FORM 10-Q/A


(Mark One)

/X/     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

                                       OR

/ /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM_________ TO__________



Commission File Number                               1-13071


                           HANOVER COMPRESSOR COMPANY
             (Exact name of registrant as specified in its charter)


             Delaware                                       76-0625124

    (State or other jurisdiction of                       (I.R.S. Employer

    incorporation or organization)                       Identification No.)

                          12001 North Houston Rosslyn

                              Houston, Texas 77086

                    (Address of principal executive offices)

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes  X

No

As of May 11, 2001 there were 70,316,226 shares of the Company's common stock,
$0.001 par value, outstanding.
<PAGE>

EXPLANATORY NOTE


Hanover Compressor Company (the "Company") is filing this amendment to its
Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 in order to
restate the Consolidated Financial Statements and make appropriate conforming
revisions to  "Management's Discussion and Analysis of Financial Condition and
Results of Operations." In conjunction with a separate review of the Company's
joint ventures and other transactions conducted by the Board of Directors in
early 2002, the Company determined that restatement was appropriate. The net
effect of this restatement was as follows: (i) an increase in revenues of  $10.0
million, from $219.8 million to $229.8 million; (ii) an increase in income
before taxes of $1.9 million, from $30.3 million to $32.2 million; (iii) an
increase in net income of $1.2 million, from $18.6 million to $19.8 million; and
(iv) an increase in earnings per common share of $0.02 basic and $0.01 diluted
for the quarter ended March 31, 2001. For additional details of the transactions
involved in the restatement and their impact on the Consolidated Financial
Statements, see Note 11 of the Notes to Condensed Consolidated Financial
Statements.

                                       2
<PAGE>

                          HANOVER COMPRESSOR COMPANY
                     CONDENSED CONSOLIDATED BALANCE SHEET
                                  (UNAUDITED)
       (IN THOUSANDS OF DOLLARS, EXCEPT FOR PAR VALUE AND SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                                         March 31,             December 31,
                                                                                           2001                    2000
                                                                                   ------------------        -----------------
<S>                                                                                  <C>
         ASSETS                                                                         (Restated)               (Restated)
Current assets:
  Cash and cash equivalents                                                        $           99,436       $           45,484
  Accounts receivable trade, net                                                              209,677                  223,022
  Inventory                                                                                   202,665                  145,442
  Costs and estimated earnings in excess of billings
     on uncompleted contracts                                                                  35,778                   24,976
  Prepaid taxes                                                                                20,611                   19,948
  Other current assets                                                                         17,625                   12,384
                                                                                   ------------------       ------------------
     Total current assets                                                                     585,792                  471,256

Property, plant and equipment, net                                                            707,779                  573,596
Goodwill, net                                                                                 165,471                  141,973
Intangible and other assets                                                                    64,759                   64,931
                                                                                   ------------------       ------------------
        Total assets                                                               $        1,523,801       $        1,251,756
                                                                                   ==================       ==================

         LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current maturities of long-term debt                                             $            2,837       $            2,423
  Short-term notes payable                                                                      2,323                   10,073
  Accounts payable, trade                                                                     104,646                   88,651
  Accrued liabilities                                                                          49,980                   46,705
  Advance billings                                                                             41,160                   32,292
 Billings on uncompleted contracts in excess of
     costs and estimated earnings                                                               9,196                    5,669
                                                                                   ------------------       ------------------
     Total current liabilities                                                                210,142                  185,813

Long-term debt                                                                                196,122                  110,935
Other liabilities                                                                             138,877                  132,895
Deferred income taxes                                                                         117,387                  103,405
                                                                                   ------------------       ------------------
     Total liabilities                                                                        662,528                  533,048

Commitments and contingencies (note 8)
Mandatorily redeemable convertible preferred securities                                        86,250                   86,250

Common stockholders' equity:
   Common stock, $.001 par value; 200,000,000 shares authorized;
      70,181,136 and 66,454,703 shares issued and
      outstanding, respectively                                                                    70                       66
   Additional paid-in capital                                                                 606,484                  483,737
  Notes receivable - employee stockholders                                                     (1,499)                  (1,531)
  Accumulated other comprehensive income (loss)                                                  (484)                    (457)
  Retained earnings                                                                           171,169                  151,360
  Treasury stock - 75,739 common shares at cost                                                  (717)                    (717)
                                                                                   ------------------       ------------------
     Total common stockholders' equity                                                        775,023                  632,458
                                                                                   ------------------       ------------------
       Total liabilities and common stockholder's equity                           $        1,523,801       $        1,251,756
                                                                                   ==================       ==================
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>

                           HANOVER COMPRESSOR COMPANY
      CONDENSED CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME
                                  (UNAUDITED)
              (IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                                                Three months
                                                                                               ended March 31,
                                                                                          2001               2000
                                                                                      ------------       --------------
<S>                                                                                <C>                   <C>
Revenues:                                                                               (Restated)
   Rentals                                                                         $        80,057       $    56,104
   Parts, service and used equipment                                                        50,334            11,316
   Compressor fabrication                                                                   54,651            14,185
   Production and processing equipment fabrication                                          41,612             5,925
   Equity in income of non-consolidated affiliate                                              750             1,022
   Other                                                                                     2,385             2,005
                                                                                      ------------       -----------
                                                                                           229,789            90,557
Expenses:
   Rentals                                                                                  26,712            18,151
   Parts, service and used equipment                                                        29,840             8,206
   Compressor fabrication                                                                   46,256            11,391
   Production and processing equipment fabrication                                          33,768             4,483
   Selling, general and administrative                                                      20,736             9,115
   Depreciation and amortization                                                            17,403            10,359
   Leasing expense                                                                          15,288             8,076
   Interest expense                                                                          2,986             1,630
   Distributions on mandatorily redeemable
        convertible preferred securities                                                     1,593             1,591
   Other                                                                                     2,992                 -
                                                                                      ------------       -----------
                                                                                           197,574            73,002
Income before income taxes and cumulative effect of
           accounting change                                                                32,215            17,555
Provision for income taxes                                                                  12,242             6,390
                                                                                      ------------       -----------

Net income before cumulative effect of accounting change                                    19,973            11,165
   Cumulative effect of accounting change for
        derivative instruments, net of income tax                                             (164)                -
                                                                                      ------------       -----------
Net Income                                                                                  19,809            11,165

Other comprehensive loss, net of tax:
   Foreign currency translation adjustment                                                     (27)             (156)
                                                                                      ------------       -----------
Comprehensive income                                                                      $ 19,782       $    11,009
                                                                                      ============       ===========

Diluted net income per share:
   Net income before cumulative effect of accounting change                           $     19,973            11,165
   Distributions on mandatorily redeemable
           convertible preferred securities, net of income tax                               1,036                 -
   Cumulative effect of accounting change, net of income tax                                  (164)                -
                                                                                      ------------       -----------
Net income for purposes of computing diluted net
           income per share                                                               $ 20,845       $    11,165
                                                                                      ============       ===========

Weighted average common and common
           equivalent shares outstanding:
   Basic                                                                                    66,869            57,414
   Diluted                                                                                  75,904            62,190

Earnings per common share:
   Basic                                                                           $          0.30       $      0.19
   Diluted                                                                         $          0.27       $      0.18
</TABLE>

  The accompanying notes are an integral part of these financial statements.


                                       4
<PAGE>

                          HANOVER COMPRESSOR COMPANY
                CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (UNAUDITED)
                           (IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>
                                                                                                    Three Months
                                                                                                   ended March 31,
                                                                                                2001              2000
                                                                                         --------------------------------
<S>                                                                                      <C>                 <C>
Cash flows from operating activities:                                                        (Restated)
   Net income                                                                            $          19,809   $     11,165
   Adjustments:
      Depreciation and amortization                                                                 17,403         10,359
      Amortization of debt issuance costs and debt discount                                            587            160
      Bad debt expense                                                                                 468            242
      (Gain)/Loss on sale of property, plant and equipment                                          (4,034)        (1,286)
      Equity in income of nonconsolidated affiliates                                                  (750)        (1,022)
      Loss on derivative instrument                                                                  3,245              -
      Deferred income taxes                                                                          7,982          4,980
      Changes in assets and liabilities, excluding
          business combinations:
             Accounts receivable                                                                    28,293          3,407
             Inventory                                                                             (51,323)       (11,646)
             Costs and estimated earnings in excess of billings on
                     uncompleted contracts                                                          (7,275)        (6,556)
             Accounts payable and other liabilities                                                  8,528         (2,715)
             Advance billings                                                                        8,868            260
            Other                                                                                     (340)        (7,400)
                                                                                         --------------------------------
Net cash provided by (used in) operating activities                                                 31,461            (52)

Cash flows from investing activities:
   Capital expenditures                                                                            (72,733)       (60,896)
   Proceeds from sale of property, plant and equipment                                               2,063        103,504
   Cash used for business combinations, net                                                        (61,515)             -
   Cash used to acquire investments in
         nonconsolidated subsidiaries                                                               (4,225)             -
                                                                                         --------------------------------
Net cash provided by (used in) investing activities                                               (136,410)        42,608

Cash flows from financing activities:
   Net repayment on revolving credit facility                                                     (102,500)       (33,100)
   Repayment of long-term debt and short-term notes                                                 (8,653)          (131)
   Issuance of convertible senior notes, net                                                       185,590              -
   Issuance of common stock, net                                                                    83,850              -
   Proceeds from warrant conversions and stock option exercises                                        759            697
  Repayment of shareholder notes                                                                        32          1,194
                                                                                         --------------------------------
Net cash provided by (used in) financing activities                                                159,078        (31,340)
                                                                                         --------------------------------

Effect of exchange rate changes on cash and equivalents                                               (177)           (26)
                                                                                         --------------------------------

Net increase in cash and cash equivalents                                                           53,952         11,190
Cash and cash equivalents at beginning of period                                                    45,484          5,756
                                                                                         --------------------------------
Cash and cash equivalents at end of period                                               $          99,436   $     16,946
                                                                                         ================================

Acquisitions of businesses:
   Property, plant and equipment acquired                                                $          84,764
   Other assets acquired, net of cash acquired                                           $          11,250
   Goodwill                                                                              $          18,500
   Liabilities                                                                           $          (7,000)
   Debt issued                                                                           $          (2,764)
   Deferred taxes                                                                        $          (6,000)
   Common stock issued                                                                   $         (37,235)
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>

                          HANOVER COMPRESSOR COMPANY
             Notes to Condensed Consolidated Financial Statements

1. BASIS OF PRESENTATION

     The accompanying unaudited consolidated financial statements of Hanover
Compressor Company (the "Company") included herein have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and the rules and regulations of the
Securities and Exchange Commission. Accordingly, certain information and
footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted. It is the opinion of management that the
information furnished includes all adjustments, consisting only of normal
recurring adjustments, which are necessary to present fairly the financial
position, results of operations, and cash flows of the Company for the periods
indicated. The financial statement information included herein should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2000. These interim results are not necessarily indicative of results for a
full year.

EARNINGS PER COMMON SHARE

     Basic earnings per common share is computed using the weighted average
number of shares outstanding for the period. Diluted earnings per common share
is computed using the weighted average number of shares outstanding adjusted for
the incremental shares attributed to outstanding options and warrants to
purchase common stock and convertible securities.

     Included in diluted shares are common stock equivalents relating to options
of 4,207,000 and 4,090,000, and warrants of 4,000 and 688,000, for the three
months ended March 31, 2001 and 2000, respectively, and mandatorily redeemable
convertible preferred securities of 4,825,000 for the three months ended March
31, 2001. The mandatorily redeemable convertible preferred securities were
excluded from the diluted shares for the three months ended March 31, 2000 and
the convertible senior notes were excluded from the diluted shares for all
periods presented as their effect would be anti-dilutive.

RECLASSIFICATIONS

     Certain amounts in the prior years' financial statements have been
reclassified to conform to the 2001 financial statement classification.  These
reclassifications have no impact on net income.

2. BUSINESS COMBINATIONS

     In March 2001, the company purchased the OEC Compression Corporation
("OEC") in an all-stock transaction for approximately $100.7 million, including
the payment of approximately $63.0 million of OEC indebtedness. The Company
issued an aggregate of approximately 1,145,000 shares of common stock to
stockholders of OEC. The acquisition was accounted for under the purchase method
of accounting.

     The pro forma information set forth below assumes the acquisitions of OEC,
the Dresser-Rand Company's compression services division and Applied Process
Solutions, Inc. ("APSI") completed in 2001 and 2000 are accounted for as if the
purchases had occurred at the beginning of 2000. The pro forma information is
presented for informational purposed only and is not necessarily indicative of
the results of operations that would have been achieved had the acquisitions
been consummated at that time (in thousands, except per share amounts):

<TABLE>
<CAPTION>
                                                                                                       Three Months Ended
                                                                                                           March 31,
                                                                                                 2001                    2000
                                                                                            --------------            -----------
<S>                                                                                         <C>                       <C>
                                                                                              (Restated)
                                                                                              (unaudited)            (unaudited)
Revenue                                                                                           $232,810               $143,498
Net income before cumulative effect of accounting change                                            18,536                 11,505
Earnings per common share--basic                                                                      0.27                   0.18
Earnings per common share--diluted                                                                    0.26                   0.17
</TABLE>

                                       6
<PAGE>

3.  INVENTORIES

     Inventory consisted of the following amounts (in thousands):

<TABLE>
<CAPTION>
                                                                                             March 31,           December 31,
<S>                                                                                     <C>                   <C>
                                                                                               2001                 2000
                                                                                      ------------------------------------------
                                                                                            (Restated)            (Restated)
Parts and supplies                                                                                 $143,765             $ 93,308
Work in progress                                                                                     53,041               47,193
Finished goods                                                                                        5,859                4,941
                                                                                      ------------------------------------------
                                                                                                   $202,665             $145,442
                                                                                      ==========================================
</TABLE>


4.  PROPERTY, PLANT AND EQUIPMENT

    Property, plant and equipment consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                                                                              March 31,          December 31,
                                                                                                2001                 2000
                                                                                       -----------------------------------------
<S>                                                                                      <C>                  <C>
                                                                                             (Restated)           (Restated)
Compression equipment and facilities                                                              $ 718,997             $576,328
Land and buildings                                                                                   35,719               35,233
Transportation and shop equipment                                                                    47,985               44,202
Other                                                                                                16,309               15,279
                                                                                       -----------------------------------------
                                                                                                    819,010              671,042
Accumulated depreciation                                                                           (111,231)             (97,446)
                                                                                       -----------------------------------------
                                                                                                  $ 707,779             $573,596
                                                                                       =========================================
</TABLE>

5.  STOCK AND CONVERTIBLE SENIOR NOTES OFFERING


     In March 2001, the Company issued $192,000,000 principal amount of 4.75%
convertible senior notes due 2008. The notes will mature on March 15, 2008 and
are first subject to call on March 15, 2004. The notes will be convertible into
shares of the Company's common stock at a conversion price of approximately
$43.94 per share. The Company received approximately $185,590,000 of proceeds
from the sale, net of underwriting and estimated offering costs.

     In March 2001, the Company completed a public offering of 2,500,000 newly
issued shares of the Company's common stock. The Company realized approximately
$83,850,000 of proceeds from the offering net of underwriting and estimated
offering costs.


6.  LEASING TRANSACTION

     In October 2000, the Company completed a $172,589,000 sale and lease back
of certain compression equipment. In March 2000, the Company entered into a
separate $200,000,000 sale and lease back of certain compression equipment.
Under the March agreement, the Company received $100,000,000 proceeds from the
sale of compression equipment at closing and in August 2000, the Company
completed the second half of the equipment lease and received an additional
$100,000,000 for the sale of additional compression equipment. In June 1999 and
in July 1998 the Company completed two other separate $200,000,000 sale and
lease back transactions of certain compression equipment. All transactions are
recorded as a sale and lease back of the equipment and are recorded as operating
leases. Under all the lease agreements, the equipment was sold and leased back
by the Company for a 5 year period and will continue to be deployed by the
Company under its normal operating procedures. At any time, the Company has

                                       7
<PAGE>

options to repurchase the equipment at fair market value. The Company has
substantial residual value guarantees under the lease agreements that are due
upon termination of the leases and which may be satisfied by a cash payment or
the exercise of the Company's purchase options. Any gains on the sale of the
equipment are deferred until the end of the respective lease terms. Should the
Company not exercise its purchase options under the lease agreements, the
deferred gains will be recognized to the extent they exceed any residual value
guarantee payments and any other items required under the lease agreements. The
lease agreements call for variable quarterly payments that fluctuate with the
London Interbank Offering Rate. The following future minimum lease payments are
due under the leasing arrangements exclusive of any guarantee payments (in
thousands): 2001 -- $44,600; 2002 -- $60,100; 2003 -- $52,000; 2004 -- $36,600;
2005 - $15,400.


7.  ACCOUNTING FOR DERIVATIVES

     The Company adopted Statement of Financial Accounting Standards ("SFAS")
No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS
133"), as amended by SFAS 137 and SFAS 138, effective January 1, 2001. SFAS 133
requires that all derivative instruments (including certain derivative
instruments embedded in other contracts) be recognized in the balance sheet at
fair value, and that changes in such fair values be recognized in earnings
unless specific hedging criteria are met. Changes in the values of derivatives
that meet these hedging criteria will ultimately offset related earnings effects
of the hedged item pending recognition in earnings. At December 31, 2000, the
Company had two interest rate swaps outstanding with notional amounts of
$75,000,000 and $125,000,000 and strike rates of 5.51% and 5.56%, respectively.
These swaps were entered into to convert the variable lease payments under the
Company's 1998 lease agreement to fixed payments. The difference paid or
received on the swap transactions is recognized in leasing expense. The interest
rate swaps expire in July 2001 unless they are extended for an additional two
year term at the option of the counterparty. On January 1, 2001, in accordance
with the transition provisions of SFAS 133, the Company recorded an unrealized
loss resulting from the cumulative effect of an accounting change in the
statement of income of approximately $164,000 ($.00 per share), net of tax
benefit of $89,000. During the three months ended March 31, 2001, the Company
recorded an additional unrealized loss of $3.0 million related to the change in
the fair value of these interest rate swaps in other expense in the statement of
income. At March 31, 2001 the Company recorded a liability of $3.2 million
related to these interest rate swaps in other liabilities. The fair value of
these interest rate swaps will fluctuate with changes in interest rates over
their remaining terms and these changes in fair value will be recorded in the
statement of income.

     The counterparties to all of the Company's interest rate swap agreements
consist of major international financial institutions.  The Company continually
monitors the credit quality of these financial institutions and does not expect
non-performance by any counterparty.


8.  COMMITMENTS AND CONTINGENCIES

     In January 2001, the Company entered into a facilitation agreement with
Bellili Energy SRL ("Bellili"), a fabrication company based in Italy. In
connection with the agreement, the Company agreed to provide Bellili with
project financing including necessary guarantees, bonding capacity and other
collateral on an individual project basis. Under the agreement, Bellili must
present each project to the Company which must be approved at the Company's sole
discretion. At March 31, 2001, no amounts were outstanding under the
facilitation agreement.

     Under a separate agreement with Bellili, the Company has guaranteed
performance bonds on Bellili's behalf totaling approximately $4.7 million at
March 31, 2001.

     In the ordinary course of business the Company is involved in various
pending or threatened legal actions. While management is unable to predict the
ultimate outcome of these actions, it believes that any ultimate liability
arising from these actions will not have a material adverse effect on the
Company's consolidated financial position, results of operations or cash flows.

9.  RELATED PARY

     In March 2001, the Company advanced cash to Michael J. McGhan, the
Company's Chief Executive Officer, in return for two promissory notes.  The
notes receivable totaled $2,200,000, bear interest at 4.88% per annum, and
mature in April 2006.  The notes are secured with full recourse, by a deed of
trust and security agreement on two parcels of land and all improvements and
personal property located on the land.

     During the three months ending March 31, 2001, the Company sold equipment
totaling approximately $12,004,000 to an affiliate of Enron Capital and Trade
Resources Corp ("Enron").

                                       8
<PAGE>

10.  REPORTABLE SEGMENTS

     The Company manages its business segments primarily on the type of product
or service provided. The Company has five principal industry segments: Rentals--
Domestic; Rentals--International; Parts, Service and Used Equipment; Compressor
Fabrication and Production and Processing Equipment Fabrication. The Rentals
segments provide natural gas compression rental and maintenance services to meet
specific customer requirements. The Compressor Fabrication Segment involves the
design, fabrication and sale of natural gas compression units to meet unique
customer specifications. The Production and Processing Equipment Fabrication
Segment designs, fabricates and sells equipment utilized in the production of
crude oil and natural gas. Parts, Service and Used Equipment segment provides
used equipment, both new and used parts directly to customers, as well as
complete maintenance services for customer owned packages. Prior periods have
been restated to reflect the expansion in 2000 of the Parts, Service and Used
Equipment segment.

     The Company evaluates the performance of its segments based on segment
gross profit. Segment gross profit for each segment includes direct operating
expenses. Costs excluded from segment gross profit include selling, general and
administrative, depreciation and amortization, leasing, interest, distributions
on mandatorily redeemable convertible preferred securities and income taxes.
Amounts defined as "Other" include equity in income of non-consolidated
affiliates, results of other insignificant operations and corporate related
items primarily related to cash management activities. Revenues include sales to
external customers and inter-segment sales. Intersegment sales are accounted for
at cost except for compressor fabrication equipment sales which are accounted
for on an arms length basis, and the sales and resulting profits are eliminated
in consolidation. Identifiable assets are tangible and intangible assets that
are identified with the operations of a particular segment or geographic region,
or which are allocated when used jointly. Capital expenditures include fixed
asset purchases.

     The following table presents sales and other financial information by
reportable segment for the three months ended March 31, 2001 and 2000 (in
thousands).

<TABLE>
<CAPTION>
                                                          PARTS,
                                                          SERVICE                 PRODUCTION
                           DOMESTIC        INTERNATIONAL AND USED     COMPRESSOR   EQUIPMENT
                            RENTALS            RENTALS    EQUIPMENT   FABRICATION FABRICATION   OTHER   ELIMINATIONS   CONSOLIDATED
<S>                        <C>            <C>            <C>          <C>         <C>           <C>     <C>            <C>

2001:  (Restated)
Revenues from
external customers            $ 53,729      $    26,328      $50,334     $ 54,651    $ 41,612  $ 3,135  $                $  229,789
Intersegment sales                                1,834        7,183       19,528         785    1,134       (30,464)
                       ---------------      -------------------------------------    -------------------------------     ----------
Total revenues                  53,729           28,162       57,517       74,179      42,397    4,269       (30,464)       229,789
Gross profit                    36,382           16,963       20,494        8,395       7,844    3,135                       93,213
Identifiable assets            724,760          251,345       37,270      301,631     109,875   99,436                    1,523,801

2000:
Revenues from
external customers            $ 38,208      $    17,896      $11,316     $ 14,185    $  5,925  $ 3,027  $                $   90,557
Intersegment sales                                  300        5,492       25,753         620                (32,165)
                                            ------------------------------------------------------------------------
Total revenues                  38,208           18,196       16,808       39,938       6,545    3,027       (32,165)        90,557
Gross profit                    25,907           12,046        3,110        2,794       1,442    3,027                       48,326
</TABLE>

                                       9
<PAGE>

11.  RESTATEMENT

     The transactions involved in the restatement, which are detailed further
below are: (i) the Cawthorne Channel project in Nigeria, initially conducted
through the Hampton Roads joint venture; (ii) the Company's acquisition of two
compressors in a non-monetary exchange transaction; (iii)a compressor sale
transaction; and (iv) an increase in certain selling, general and administrative
expenses as well as an increase in depreciation and amortization expense. The
impact of the restatement on the quarter ended March 31, 2001 is summarized in
the table below:

<TABLE>
<CAPTION>
                                                                                   Cawthorne
                                                                                    Channel       Acquisition
                                                                                   Project in         of
                                                                                   Nigeria /      Compressors
                                                                                    Hampton           In        Compressor
                                                                                  Roads Joint    Non-Monetary      Sale
                                                                      As Filed      Venture        Exchange     Transaction
                                                                      --------      -------        --------     -----------
<S>                                                                    <C>        <C>            <C>           <C>
 Revenues:
  Rentals........................................................      $ 80,057
  Parts, service and used equipment..............................        38,330                                      $12,004
  Compressor fabrication.........................................        54,651
  Production and processing equipment fabrication................        43,591        $(1,979)
  Equity in income of non-consolidated affiliates................           750
  Other..........................................................         2,385
                                                                       --------        -------         ----          -------
    Total revenues...............................................       219,764         (1,979)                       12,004
                                                                       --------        -------         ----          -------
 Expenses:
  Rentals........................................................        26,712
  Parts, service and used equipment..............................        21,886                                        7,954
  Compressor fabrication.........................................        46,284            (28)
  Production and processing equipment fabrication................        35,149         (1,381)
  Selling, general and administrative............................        19,977            263
  Depreciation and amortization..................................        16,867                       ($10)
  Lease expense..................................................        15,288
  Interest expense...............................................         2,704            282
  Distributions on mandatorily redeemable convertible
   preferred Securities..........................................         1,593
  Other..........................................................         2,992
                                                                       --------        -------         ----          -------
    Total expenses...............................................       189,452           (864)        (10)            7,954
                                                                       --------        -------         ----          -------
Income before income taxes.......................................        30,312         (1,115)          10            4,050
Provision for income taxes.......................................        11,519           (424)           4            1,539
                                                                       --------        -------         ----          -------
Net income before cumulative effect of accounting change.........        18,793           (691)           6            2,511
   Cumulative effect of accounting change, net of income tax.....          (164)
                                                                       --------        -------         ----          -------
Net income.......................................................      $ 18,629        ($  691)        $  6          $ 2,511
                                                                       ========        =======         ====          =======
Earnings per common share
   Basic.........................................................      $   0.28
   Diluted.......................................................      $   0.26

<CAPTION>

                                                                            Additional
                                                                            Selling,
                                                                            General and
                                                                            Administrative
                                                                            & Depreciation
                                                                            and
                                                                            Amortization
                                                                            Expenses          Restarted
                                                                            --------          ---------
<S>                                                                         <C>               <C>
 Revenues:
  Rentals..............................................................                        $ 80,057
  Parts, service and used equipment....................................                          50,334
  Compressor fabrication...............................................                          54,651
  Production and processing equipment fabrication......................                          41,612
  Equity in income of non-consolidated affiliates......................                             750
  Other................................................................                           2,385
                                                                               -------         --------
    Total revenues.....................................................                         229,789
                                                                               -------         --------
 Expenses:
  Rentals..............................................................                          26,712
  Parts, service and used equipment....................................                          29,840
  Compressor fabrication...............................................                          46,256
  Production and processing equipment fabrication......................                          33,768
  Selling, general and administrative..................................           $496           20,736
  Depreciation and amortization........................................            546           17,403
  Lease expense........................................................                          15,288
  Interest expense.....................................................                           2,986
  Distributions on mandatorily redeemable convertible
   preferred Securities................................................                           1,593

  Other................................................................                           2,992
                                                                               -------         --------
    Total expenses.....................................................          1,042          197,574
                                                                               -------         --------
Income before income taxes.............................................        (1,042)           32,215
Provision for income taxes.............................................          (396)           12,242
                                                                               -------         --------
Net income before cumulative effect of accounting change...............          (646)           19,973
   Cumulative effect of accounting change, net of income tax...........                            (164)
                                                                               -------         --------
Net income.............................................................         ($646)         $ 19,809
                                                                               =======         ========
Earnings per common share
       Basic...........................................................                           $0.30
       Diluted.........................................................                           $0.27
</TABLE>

Cawthorne Channel Project in Nigeria / Hampton Roads Joint Venture
------------------------------------------------------------------

  Cawthorne Channel is a project to build, own and operate barge-mounted gas
compression and gas processing facilities to be stationed off the coast of
Nigeria in performance of a contract between Global Energy and Refining Ltd
("Global") and Shell Petroleum Development Company of Nigeria Limited, the
Nigerian operating unit of The Royal/Dutch Shell Group ("Shell").  The Company
entered into a contract with Global in June 1999 to fabricate and lease the
facilities to Global to fulfill the Shell contract.  Subsequently, the Company
acquired a 10% interest in Global.

                                      10
<PAGE>

  In September 2000, a joint venture known as Hampton Roads Shipping Investors
II, L.L.C. ("Hampton Roads") was formed to own the gas processing facilities and
lease them to Global.  The Company purchased a 25% interest in Hampton Roads for
$1,250,000 and entered into a turn-key construction contract with Hampton Roads
to construct the facilities.  The equipment, which had a sale price of $51
million, was to be used pursuant to a 10-year contract on behalf of Shell to
commence September 30, 2001.  In the first quarter of 2001, the scope of the
project was reduced to $43 million and the contract term was extended to 15
years with a projected start date of September 2003.  As the project has not yet
started, the Company has recorded no income attributable to its equity ownership
in the venture.

  The Company is constructing the equipment to be used in the gas compression
and processing project with Shell under the turn-key construction contract with
Hampton Roads and had accounted for this activity under the percentage of
completion method of accounting. Based upon the evaluation of new information
related to these transactions, the Company determined that it should not have
recognized revenue for this activity during these periods. The restatement
treats the project as if the Company had owned 100% of the project since
inception and adjusts the impact for the first quarter of 2001 by reversing the
revenue and related costs recognized under the percentage of completion method.

  In February 2002, the Company purchased the 75% interest in Hampton Roads that
it did not own. The Company now owns 100% of the venture and will recognize the
rental revenues pursuant to its contract with Global once startup begins.

Acquisition of Compressors In Non-Monetary Exchange
---------------------------------------------------

  In the third quarter of 2000, the Company entered into an acquisition of two
compressors in a non-monetary exchange transaction with an independent oil and
gas producer. In the transaction, the Company acquired the two compressors in
exchange for certain gas reservoir rights that the Company had obtained in
settlement of a payment default by one of its customers. The Company accounted
for the transaction as an exchange of non-monetary assets and recorded $2.2
million in revenue and pre-tax income in 2000. Based upon the evaluation of new
information related to this transaction, the Company determined that it should
not have recognized a gain on this transaction. The impact for the period above
is a reduction of depreciation expense.

Compressor Sale Transaction
---------------------------

  The Company sold 33 gas compressors to a gas pipeline system then controlled
by Enron for $12.0 million pursuant to invoices issued in December 2000. The
Company recorded $4.1 million of pre-tax income from the transaction in the
fourth quarter of 2000. In January 2001, the Company entered into an agreement
with its customer to provide transition services and settle claims between the
parties arising from the operation of the compressors prior to their sale. The
agreement also provided for the issuance of a bill of sale. Upon further
evaluation of the transaction, the Company determined that it should have
recognized the gain on this transaction when it issued the bill of sale in
January 2001 rather then December 2000.

Selling, general and administrative expense and depreciation and amortization
-----------------------------------------------------------------------------
expense
-------

  After reviewing its selling, general and administrative expenses for 2001, the
Company determined that certain expenses had been understated. As a result, the
Company increased these expenses by $496,000 for the three months ended March
31, 2001. Additionally, the Company understated depreciation and amortization
expense for the same period by $546,000.

                                      11
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
     OF OPERATIONS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

  Certain matters discussed in this document 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 the context of the
statement will include words such as the Company "believes", "anticipates",
"expects", "estimates" or words of similar import. Similarly, statements that
describe the Company'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 report. The risks and uncertainties
include (1) the loss of market share through competition, (2) the introduction
of competing technologies by other companies, (3) a prolonged substantial
reduction in oil and gas prices which would cause a decline in the demand for
the Company's compression and oil and gas production equipment, (4) new
governmental safety, health and environmental regulations which could require
significant capital expenditures by the Company, (5) inability to successfully
integrate businesses acquired; and (6) changes in economic or political
conditions in the countries in which the Company operates. The forward-looking
statements included herein are only made as of the date of this report and the
Company undertakes no obligation to publicly update such forward-looking
statements to reflect subsequent events or circumstances.

GENERAL

  The Company is a leading provider of a broad array of natural gas compression,
gas handling and related services in the United States and select international
markets. Founded in 1990 and publicly held since 1997, the Company operates the
largest compressor rental fleet, in terms of horsepower, in the gas compression
industry and provides its services on a rental, contract compression,
maintenance and acquisition leaseback basis. In conjunction with the Company's
maintenance business, the Company has developed its parts and service business
to provide solutions to customers that own their own compression equipment but
want to oursource their operations. The Company's compression services are
complemented by its compressor and oil and gas production equipment fabrication
operations and gas processing and treating, gas measurement and power generation
services, which broaden the Company's customer relationships both domestically
and internationally. The Company's products and services are essential to the
production, gathering, processing, transportation and storage of natural gas and
are provided primarily to independent and major producers and distributors of
natural gas. As of March 31, 2001, the Company operated a fleet of 5,796
compression rental units with an aggregate capacity of approximately 2,429,000
horsepower.

  In March 2001, the company purchased OEC Compression Corporation("OEC") in an
all-stock transaction for approximately $100.7 million, including the payment of
approximately $63.0 million of indebtedness of OEC. The acquisition was
accounted for under the purchase method of accounting.

RESULTS OF OPERATIONS

The following discussion has been updated to reflect the restated results of
operations, see Note 11 in "Notes to Consolidated Financial Statements" for
details regarding the restatement.

THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THREE MONTHS ENDED MARCH 31, 2000

REVENUES

  The Company's total revenues increased by $139.2 million, or 154%, to $229.8
million during the three months ended March 31, 2001 from $90.6 million during
the three months ended March 31, 2000.

  The increase resulted primarily from growth of the Company's natural gas
compressor rental fleet and business acquisitions completed during 2000.

  Revenues from rentals increased by $24.0 million, or 43%, to $80.1 million
during the three months ended March 31, 2001 from $56.1 million during the three
months ended March 31, 2000. Domestic revenues from rentals increased by $15.5
million, or 41%, to $53.7 million during the three months ended March 31, 2001
from $38.2 million during the three months ended March 31, 2000.  International
rental revenues increased by $8.4 million, or 47%, to $26.3 million during the
three months ended March 31, 2001 from $17.9 million during the three months
ended March 31, 2000. The increase in both domestic and international rental
revenue resulted from business acquisitions completed during 2000 and from
expansion of the Company's rental fleet. At March 31, 2001, the compressor
rental fleet consisted of approximately 2,429,000 horsepower, a 61% increase
over the 1,507,000 horsepower in the rental fleet at March 31, 2000. Domestic
horsepower in the rental fleet increased by 64% to 2,009,000 horsepower at March
31, 2001 from approximately 1,223,000 horsepower at March 31, 2000. In addition,
international horsepower increased by 48% to 420,000 horsepower at March 31,
2001 from approximately 284,000 horsepower at March 31, 2000.

  Revenue from parts, service and used equipment increased by $39.0 million,
or 345%, to $50.3 million during the three

                                      12
<PAGE>

months ended March 31, 2001 from $11.3 million during the three months ended
March 31, 2000. This increase was due in part to increase in marketing focus as
well as expansion of business activities through acquisitions. Revenues from
compressor fabrication increased by $40.5 million, or 285%, to $54.7 million
during the three months ended March 31, 2001 from $14.2 million during the three
months ended March 31, 2000. This increase was due to the acquisition of
Dresser-Rand Company's compression services division during September 2000.
During the three months ended March 31, 2001, an aggregate of approximately
136,000 horsepower of compression equipment was fabricated compared to
approximately 80,000 horsepower fabricated during the three months ended March
31, 2000.

  Revenues from production and processing equipment fabrication increased by
$35.7 million, or 602%, to $41.6 million during the three months ended March 31,
2001 from $5.9 million during the three months ended March 31, 2000. The
increase was due primarily to the acquisition of APSI during June, 2000.

  Equity in earnings in subsidiaries decreased by $.2 million, or 26%, to $.8
million during the three months ended March 31, 2001, from $1.0 million during
the three months ended March 31, 2000.

  Other income during the three months ended March 31, 2001 amounted to $2.4
million compared to $2.0 million during the three months ended March 31, 2000,
an increase of $.4 million. Included in other income was $.7 million which was
related to fees earned under the Bellili agreements.

EXPENSES

  Operating expenses of the rental segments increased by $8.5 million, or 47%,
to $26.7 million during the three months ended March 31, 2001 from $18.2 million
during the three months ended March 31, 2000.  The increase resulted primarily
from the corresponding 43% increase in revenues from rentals over the
corresponding period in 2000.  The gross profit percentage from rentals was 67%
during the three months ended March 31, 2001 and 68% during the three months
ended March 31, 2000. Operating expenses of parts, service and used equipment
increased by $21.6 million, or 264% to $29.8 million, which relates to the 345%
increase in parts, service and used equipment revenue. The gross profit margin
from parts, service and used equipment was 41% during the three months ended
March 31, 2001 and 28% during the three months ended March 31, 2000. The
increase in gross profit margin for parts, service and used equipment was due
primarily to business acquisitions completed during 2000. Certain of these
acquired businesses had higher gross margins than the Company has historically
experienced in this segment. Operating expenses of compressor fabrication
increased by $34.9 million, or 306%, to $46.3 million during the three months
ended March 31, 2001 from $11.4 million during the three months ended March 31,
2000 commensurate with the corresponding increase in compressor fabrication
revenue. The gross profit margin on compression fabrication was 15% during the
three months ended March 31, 2001 and 20% during the three months ended March
31, 2000. The decrease in gross profit margin for compression fabrication was
attributable to the acquisition of the compression services division of Dresser-
Rand Company, which has lower gross margins than the Company has historically
experienced. The operating expenses attributable to production equipment
fabrication increased by $29.3 million, or 653%, to $33.8 million during the
three months ended March 31, 2001 from $4.5 million during the three months
ended March 31, 2000. The gross profit margin attributable to production and
processing equipment fabrication was 19% during the three months ended March 31,
2001 and was 24% during the three months ended March 31, 2000. The decrease in
gross profit margin for production and processing equipment fabrication was
attributable to the acquisition of APSI, in June 2000, which has lower gross
margins than the Company has historically experienced.

  Selling, general and administrative expenses increased $11.6 million, or 127%,
to $20.7 million during the three months ended March 31, 2001 from $9.1 million
during the three months ended March 31, 2000. The increase is attributable to
increased personnel and other administrative and selling expenses associated
with increased activity in the Company's business segments as described above
resulting from the acquisitions completed during 2000.

  The Company believes that earnings before interest, leasing expense,
distributions on mandatorily redeemable convertible preferred securities, income
taxes, depreciation and amortization (EBITDA) is a standard measure of financial
performance used for valuing companies in the compression industry. EBITDA is a
useful common yardstick as it measures the capacity of companies to generate
cash without reference to how they are capitalized, how they account for
significant non-cash charges for depreciation and amortization associated with
assets used in the business (the bulk of which are long-lived assets in the
compression industry), or what their tax attributes may be. Additionally, since
EBITDA is a basic source of funds not only for growth but to service
indebtedness, lenders in both the private and public debt markets use EBITDA as
a primary determinant of borrowing capacity. EBITDA for the three months ended
March 31, 2001 increased 77% to $69.5 million from $39.2 million for the three
months ended March 31, 2000 primarily due to the increase in the Company's
revenues and income for reasons previously discussed. EBITDA should not be
considered in isolation from, or a substitute for, net income, cash flows from
operating activities or other consolidated income or cash flow data prepared in
accordance with generally accepted accounting principles.

                                      13
<PAGE>

  Depreciation and amortization increased by $7.0 million to $17.4 million
during the three months ended March 31, 2001 compared to $10.4 million during
the three months ended March 31, 2000. The increase in depreciation was due to
the additions to the rental fleet which were partially offset by the sale of
compressor equipment in the equipment leases in March and October 2000. The
increase in amortization was due to the goodwill recorded from business
acquisitions completed during 2000.

  The Company incurred leasing expense of $15.3 million during the three months
ended March 31, 2001 compared to $8.1 million during the three months ended
March 31, 2000 resulting from the Equipment Leases entered into in 2000.

  Interest expense increased by $1.4 million to $3.0 million during the three
months ended March 31, 2001 from $1.6 million for the three months ended March
31, 2000 due to higher levels of outstanding debt.

  Other expenses during the three months ended March 31, 2001 was $3.0 million,
which resulted from the recognition of an unrealized loss related to the change
in fair value of the interest rate swaps as required under SFAS 133 (as
described in "NEW ACCOUNTING PRONOUNCEMENTS").


INCOME TAXES

  The provision for income taxes increased by $5.9 million, or 92%, to $12.2
million during the three months ended March 31, 2001 from $6.4 million during
the three months ended March 31, 2000. The increase resulted primarily from the
corresponding increase in income before income taxes. The average effective
income tax rates during the three months ended March 31, 2001 and 2000 were
38.0% and 36.4%, respectively. The increase in average effective income tax
rates is due primarily to increased income in foreign tax jurisdictions.


NET INCOME

  Net income increased by $8.6 million, or 77%, to $19.8 million during the
three months ended March 31, 2001 from $11.2 million during the three months
ended March 31, 2000 for the reasons discussed above.


LIQUIDITY AND CAPITAL RESOURCES

  The Company's cash balance amounted to $99.4 million at March 31, 2001
compared to $45.5 million at December 31, 2000. Primary sources of cash during
the three months ended March 31, 2001 were net proceeds of $185.6 million from
the issuance of 4.75% Convertible Senior Notes due 2008 and $83.9 million
through a public offering of 2,500,000 shares of common stock by the Company and
operating cash flows of $31.5 million. Principal uses of cash during the three
months ended March 31, 2001 were capital expenditures and business acquisitions
of $134.2 million and the net repayment of the revolving credit facility for
$102.5 million.

  Working capital increased to $375.7 million at March 31, 2001 from $285.4
million at December 31, 2000, primarily as a result of increases in inventories,
costs in excess of billings and other current assets. The increase in the
balances is due to an increased level of activity in the Company's lines of
business over 2000 as well as from acquisitions and the stock and convertible
senior notes issuance in March 2001. These increases were offset by an increase
in current liabilities.

  The amounts invested in property, plant and equipment during 2001 was $72.7
million which resulted in the addition of approximately 278,000 horsepower to
the rental fleet. At March 31, 2001, the rental fleet consisted of 2,009,000
horsepower domestically and 420,000 in the international rental fleet. Current
plans are to spend approximately $296 million during the remainder of 2001,
exclusive of any major acquisition, in continued expansion of the rental fleet.
Historically, the Company has funded capital expenditures with a combination of
internally generated cash flow, borrowings under the revolving credit facility,
lease transactions and raising additional equity and long term debt. As of March
31, 2001 the Company has approximately $175 million of credit capacity remaining
on its $200 million Bank Credit Agreement. The Company feels it has adequate
capital resources to fund its estimated level of capital expenditures for the
year 2001.


NEW ACCOUNTING PRONOUNCEMENTS

  The Company adopted Statement of Financial Accounting Standards ("SFAS") No.
133, Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"),
as amended by SFAS 137 and SFAS 138, effective January 1, 2001. SFAS 133
requires that all derivative instruments (including certain derivative
instruments embedded in other contracts) be recognized in the

                                      14
<PAGE>

balance sheet at fair value, and that changes in such fair values be recognized
in earnings unless specific hedging criteria are met. Changes in the values of
derivatives that meet these hedging criteria will ultimately offset related
earnings effects of the hedged item pending recognition in earnings. At December
31, 2000, the Company had two interest rate swaps outstanding with notional
amounts of $75,000,000 and $125,000,000 and strike rate of 5.51% and 5.56%,
respectively. These swaps were entered into to convert the variable lease
payments under the Company's 1998 lease agreement to fixed payments. The
differential paid or received on the swap transactions is recognized in leasing
expense. The interest rate swaps expire in July 2001 unless they are extended
for an additional two-year term at the option of the counter party. On January
1, 2001 in accordance with the transition provisions of SFAS 133, the Company
recorded a loss resulting from the cumulative effect of an accounting change in
the statement of income of approximately $164,000 ($.00 per share), net of tax
benefit of $89,000. During the three months ended March 31, 2001, the Company
recognized an additional unrealized loss of $3.0 million related to the change
in the fair value of these interest rate swaps in other expense in the statement
of income. At March 31, 2001, the Company recorded a liability of $3.2 million
related to these interest rate swaps in other liabilities. The fair value of
these interest rate swaps will fluctuate with changes in interest rates over
their remaining terms and the fluctuations will be recorded in the statement of
income.

  The counterparties to all of the Company's interest rate swap agreements
consist of major international financial institutions. The Company continually
monitors the credit quality of these financial institutions and does not expect
non-performance by any counterparty.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

  The Company is exposed to interest rate and foreign currency risk. The Company
periodically enters into interest rate swaps to manage its exposure to
fluctuations in interest rates. At March 31, 2001, the fair market value of
these interest rate swaps was approximately $3.2 million and this amount was
recorded in other liabilities. At March 31, 2001, the Company is exposed to
variable rental rates on the equipment leases it entered into in June 1999 and
March, August and October 2000. Assuming a hypothetical 10% increase in interest
rates from those in effect at quarter end; the increase in annual leasing
expense on these equipment leases would be approximately $4.4 million. The
Company does not currently use derivative financial instruments to mitigate
foreign currency risk.

                                      15
<PAGE>

PART II.  OTHER INFORMATION

Item 6:  Exhibits and reports on Form 8-K

(b)  Reports submitted on Form 8-K:

<TABLE>
<S>               <C>
   (1)            A report on Form 8-K was filed on February 5, 2001, which filed as an
                  exhibit under the caption "Item 7 - Financial Statements and Exhibits"
                  the Certificate of Incorporation of Hanover Compressor Holding Co., as
                  amended.

   (2)            A report on Form 8-K was filed on February 5, 2001, which filed as an
                  exhibit under the caption "Item 7 - Financial Statements and Exhibits"
                  a press release reporting that the Company and one of its stockholders
                  had fulfilled the parties' obligations pursuant to the terms of a
                  letter agreement between the stockholder and the Company entered into
                  on November 14, 1995 relating to investment banking services provided
                  by the stockholder.

   (3)            A report on Form 8-K was filed on February 5, 2001, which filed as an
                  exhibit under the caption "Item 7 - Financial Statements and Exhibits"
                  a press release reporting that the Company and OEC Compression
                  Corporation had agreed to delay the closing of their merger and to re-
                  submit the merger to a vote of OEC's stockholders due to recent public
                  disclosures by the Company of a fee payable to one of Hanover's
                  stockholders and a related restatement of Hanover's financial
                  statements for 1997.

   (4)            A report on Form 8-K was filed on February 5, 2001, which announced
                  under the caption "Item 5 - Other Events" that the Company would make
                  a public offering of 10 million shares of common stock, 2,500,000 of
                  which would be issued and sold by the Company and 7,500,000 of which
                  would be sold by selling stockholders, and $150 million of convertible
                  senior notes.

   (5)            A report on Form 8-K was filed on February 27, 2001, which reported
                  under the caption "Item 5 - Other Events" that the Company expected to
                  report cash flow and earnings per share results that are within the
                  range of analysts' consensus estimates for the fourth quarter ended
                  December 31, 2000.

   (6)            A report on Form 8-K was filed on March 9, 2001, which reported under
                  the caption "Item 5 - Other Events" the Company's revenues, cash flow
                  and earnings per common share for both the fourth quarter and year
                  ended December 31, 2000.
</TABLE>

                                      16
<PAGE>

<TABLE>
<S>               <C>
   (7)            A report on Form 8-K was filed on March 16, 2001, which reported under
                  the caption "Item 5 - Other Events" announced the pricing of the
                  Company's public offering of 10 million shares of common stock and
                  $170 million convertible senior notes.

   (8)            A report on Form 8-K was filed on March 20, 2001, which filed as an
                  exhibit under the caption "Item 7 - Financial Statements and Exhibits"
                  a press release reporting that the Company had completed its
                  previously announced acquisition of OEC Compression Corporation in an
                  all-stock transaction for approximately $101.1 million, including the
                  assumption of approximately $62.1 million of indebtedness of OEC.
</TABLE>

All other items specified by Part II of this report are inapplicable and have
been omitted.

                                      17
<PAGE>

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.

HANOVER COMPRESSOR COMPANY


Date:  April 15, 2002


By: /s/ Michael J. McGhan
    ----------------------
Michael J. McGhan
President and Chief Executive Officer


Date: April 15, 2002

By: /s/ John E. Jackson
    -------------------
Chief Financial Officer

                                      18