SECURITIES AND
EXCHANGE COMMISSION

WASHINGTON, DC 20549



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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 12,
2003



HANOVER COMPRESSOR COMPANY

(Exact Name of Registrant as Specified in Charter)



|Delaware                                       |  | 1-13071                  |  | 76-0625124                       
|---------------------------------------------- |  | ------------------------ |  | ---------------------------------
|(State or Other Jurisdiction of Incorporation) |  | (Commission File Number) |  | (IRS Employer Identification No.)



|12001 North Houston Rosslyn Houston, Texas (Address of Principal Executive Offices) |  | 77086 (Zip Code)
|----------------------------------------------------------------------------------- |  | ----------------



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



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Item
5.Other Events.



On February 12, 2003 the Company issued the following press release:



NEWS RELEASE



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|HANOVER COMPRESSOR COMPANY 12001 N. Houston Rosslyn Houston, TX 77086 (281) 447-8787 Contact: Mr. Lee Beckelman, Investor Relations |  | [HANOVER COMPRESSOR LOGO]
|----------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------



HANOVER COMPRESSOR ANNOUNCES EXCHANGE OFFERS FOR SENIOR SECURED NOTES



HOUSTON, February 12, 2003  Hanover Compressor Company (NYSE:HC), the leading provider of outsourced natural gas compression services, announced today that it has commenced exchange offers for
the Senior Secured Notes for Hanover Equipment Trust 2001A and Hanover Equipment Trust 2001B, special purpose Delaware business trusts. The Trusts commenced at 12:01 a.m., Eastern time, on February 12, 2003, offers to exchange new 8.50% Senior
Secured Notes due 2008 (the new A notes) and new 8.75% Senior Secured Notes due 2011 (the new B notes; collectively the new notes), respectively, which new notes have been registered under the Securities Act of
1933, as amended (the Securities Act), for their outstanding 8.50% Senior Secured Notes due 2008 (the old A notes) and outstanding 8.75% Senior Secured Notes due 2011 (the old B notes; collectively the old
notes), which old notes have not been registered under the Securities Act. The offers to exchange are being made pursuant to, and subject to the conditions set forth in Prospectuses dated February 11, 2003 and related Letters of Transmittal.



The exchange offers provide that holders of the old notes will
receive $1,000 principal amount of applicable new notes for each $1,000 principal amount of old notes exchanged prior to the expiration date of 5:00 p.m., Eastern time, on March 13, 2003, unless extended by the Issuers in their sole discretion. The
terms of the new notes are identical to the terms of the applicable old notes except that the new notes are freely transferable under the Securities Act and do not have any exchange or registration rights. As of February 11, 2003, $300 million
aggregate principal amount of the old A notes were outstanding and $250 million aggregate principal amount of old B notes were outstanding.



Due to delays in effecting the exchange offers, the Trusts began to accrue additional interest of approximately $15,000 per day on January 28, 2002, which
resulted in corresponding increases in Hanovers rent payments to the Trusts. Hanovers rent payments to the Trusts have been



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included in Hanovers financial statements under leasing expense. Upon completion of the exchange
offers, the Trusts will no longer incur such additional interest and Hanover will reduce its leasing expense by approximately $15,000 per day.



The exchange offers will be made only by means of the applicable Prospectus. A copy of each Prospectus may be obtained without charge by holders of the
old notes by contacting Hanover Compressor Company, 12001 North Houston Rosslyn, Houston, Texas 77086, attention: Corporate Secretary, or by telephone at (281) 447-8787.



About Hanover Compressor



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



Certain matters discussed in this press release
are forward-looking statements intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such because of
the context of the statement and may include words such as believes, anticipates, expects, estimates, or words of similar import. Similarly, statements that describe Hanovers future plans,
objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those anticipated as of the date of this press
release. These risks and uncertainties include: the loss of market share through competition; reduced profit margins resulting from increased pricing pressure in our business; the introduction of competing technologies by other companies; a
prolonged, substantial reduction in oil and gas prices which could cause a decline in the demand for Hanovers compression and oil and gas production equipment; new governmental safety, health and environmental regulations which could require
Hanover to make significant capital expenditures; inability to successfully integrate acquired businesses; currency fluctuations; changes in economic or political conditions in the countries in which Hanover operates; adverse results of regulatory
inquiries or shareholder litigation; inability to comply with loan and lease covenants; inability to access capital markets; and legislative changes in the various countries in which Hanover does business. A discussion of these factors is included
in the Companys periodic reports filed with the Securities and Exchange Commission. The forward-looking statements included in this press release are only made as of the date of this press release, and Hanover undertakes no obligation to
publicly update such forward-looking statements to reflect subsequent events or circumstances.



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SIGNATURES



Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



|                         |  |  |  | HANOVER COMPRESSOR COMPANY
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|Dated: February 12, 2003 |  |  |  | By:                       
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