SCHEDULE 14A
(RULE 14a 101)

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INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED
BY RULE 14A-6(E)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material under Rule 14a-12

HANOVER COMPRESSOR COMPANY
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(Name of Registrant as Specified In Its Charter)

N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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HANOVER COMPRESSOR COMPANY LOGO

HANOVER COMPRESSOR COMPANY
12001 NORTH HOUSTON ROSSLYN
HOUSTON, TEXAS 77086

NOTICE OF 2002 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 14, 2002

To the Stockholders of Hanover Compressor Company:

Notice is hereby given that the 2002 Annual Meeting of Stockholders of
Hanover Compressor Company, a Delaware corporation (the "Company"), will be
held at 10:00 a.m. local time on Tuesday, May 14, 2002, at the Hyatt Regency
Houston Airport, 15747 JFK Boulevard, Houston, Texas 77032, for the following
purposes:

(1) to elect eleven directors to serve until the next Annual Meeting of
Stockholders or until their successors are duly elected and qualified;

(2) to ratify the reappointment of PricewaterhouseCoopers LLP as the
Company's independent accountants for fiscal year 2002; and

(3) to transact such other business as may properly come before the
meeting.

The Board of Directors has fixed the close of business on April 1, 2002, as
the record date for determining the stockholders that are entitled to notice of
and to vote at the meeting and any postponements or adjournments thereof. A
complete list of the stockholders entitled to vote at the meeting will be
available for examination by any stockholder for any purpose germane to the
meeting (a) at the Hyatt Regency Houston Airport, 15747 JFK Boulevard, Houston,
Texas 77032, on the day of the Annual Meeting of Stockholders and (b) for at
least 10 days prior to the meeting at the offices of the Company, 12001 North
Houston Rosslyn, Houston, Texas 77086.

By Order of the Board of Directors,
/s/ VICTOR E. GRIJALVA
Victor E. Grijalva,
Chairman of the Board

Houston, Texas
April 22, 2002

YOUR VOTE IS IMPORTANT

THE BOARD OF DIRECTORS EXTENDS A CORDIAL INVITATION TO ALL STOCKHOLDERS TO
ATTEND THE MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT AS PROMPTLY AS
POSSIBLE IN THE ENCLOSED REPLY ENVELOPE. IF YOU ATTEND THE MEETING, YOU MAY
REVOKE YOUR PROXY AND VOTE IN PERSON IF YOU DESIRE TO DO SO.

HANOVER COMPRESSOR COMPANY
12001 NORTH HOUSTON ROSSLYN
HOUSTON, TEXAS 77086

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
ON MAY 14, 2002

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Directors of Hanover Compressor
Company, a Delaware corporation ("Hanover" or the "Company"), for use at the
Annual Meeting of Stockholders of the Company to be held for the purposes set
forth in the accompanying Notice of Annual Meeting of Stockholders, at 10:00
a.m. local time on Tuesday, May 14, 2002, at the Hyatt Regency Houston Airport,
15747 JFK Boulevard, Houston, Texas 77032, and at any postponement(s) or
adjournment(s) thereof. The Company's principal executive offices are located
at 12001 North Houston Rosslyn, Houston, Texas 77086, and its telephone number
is (281) 447-8787. This Proxy Statement and the accompanying proxy are first
being mailed to stockholders on or about April 24, 2002.

THE MEETING

VOTING AT THE MEETING

Stockholders of record at the close of business on April 1, 2002, are
entitled to notice of and to vote at the meeting. At the close of business on
such date, there were 79,175,561 shares of common stock of the Company, $.001
par value per share (the "Common Stock"), issued and outstanding held by
approximately 629 holders of record. Each share of Common Stock issued and
outstanding on April 1, 2002 entitles the holder thereof to one vote on all
matters submitted to a vote of stockholders at the meeting.

The presence in person or by proxy of the holders of 50% of the outstanding
shares of Common Stock will constitute a quorum. The affirmative vote of the
holders of a plurality of the shares of Common Stock represented at the
Meeting, in person or by proxy, will be necessary for the election of
directors. The affirmative vote of the holders of a majority of the shares of
Common Stock represented at the meeting, in person or by proxy, will be
necessary for the ratification of the reappointment of PricewaterhouseCoopers
LLP as the Company's independent accountants for fiscal year 2002.

PROXIES AND PROXY SOLICITATION

All shares of Common Stock represented by properly executed proxies will be
voted at the meeting in accordance with the directions marked on the proxies,
unless such proxies previously have been revoked. If no directions are
indicated on such proxies, they will be voted FOR the election of each nominee
named below under "Election of Directors" and FOR the ratification of the
reappointment of PricewaterhouseCoopers LLP as the Company's independent
accountants for fiscal year 2002.

If any other matters not described herein are properly presented at the
meeting for action, which is not presently anticipated, the persons named in
the enclosed proxy will vote all proxies (which confer discretionary authority
upon such holders to vote on such matters) in accordance with their best
judgment. Each stockholder who executes and returns a proxy may revoke the
proxy at any time before it is voted at the meeting by timely submission, to
the Corporate Secretary of the Company, of written notice of revocation or a
duly executed proxy bearing a later date. In addition, if a stockholder is
present at the meeting, he or she may elect to revoke his or her proxy and vote
his or her shares personally.

Proxies marked either "Abstain" or "Withhold Authority" will be treated as
shares that are present for purposes of determining the presence of a quorum
but as not voted for purposes of determining the approval of any matter
submitted for a vote of the stockholders. If a broker indicates on a proxy that
he or she does not have discretionary authority to vote on a particular matter
as to certain shares, those shares will be counted for quorum purposes but will
not be considered as present and entitled to vote with respect to that matter.

In addition to solicitation by mail, certain directors, officers and other
employees of the Company, not specially employed for this purpose, may solicit
proxies, without additional remuneration therefor, by personal interview, mail,
telephone or other means of communication. The Company will also request
brokers and other fiduciaries to forward proxy soliciting material to the
beneficial owners of shares of Common Stock that are held of record by such
brokers and fiduciaries and will reimburse such persons for their reasonable
out-of-pocket expenses. The Company will bear the entire cost of soliciting
proxies, which is currently estimated to be less than $10,000.

NOMINEES FOR ELECTION AS DIRECTORS

Information concerning the position and background of the eleven nominees
for election to the Board of Directors is set forth below.

Victor E. Grijalva, 63, has served as a director of the Company since
February 2002 and Chairman of the Board since March 2002. Mr. Grijalva is the
Chairman of Transocean Sedco Forex and the former Vice Chairman of Schlumberger
Ltd. Mr. Grijalva began his career with Schlumberger in 1964 as a senior
development engineer. Mr. Grijalva served as President of Wireline and Testing
in North America and Executive Vice President of Oilfield Services before being
appointed Vice Chairman of Schlumberger in 1998. Mr. Grijalva retired from
Schlumberger on December 31, 2001 and is a member of the board of the American
Petroleum Institute.

Michael A. O'Connor, 66, was named Chairman Emeritus in March 2002. Mr.
O'Connor served as Chairman of the Board from January 1992 until March 2002.
Prior thereto, Mr. O'Connor served as President of Gas Compressors Inc. from
1965 through 1986 and was a private investor from January 1987 through December
1991. Mr. O'Connor also serves as an officer and a director of certain
subsidiaries of the Company.

Michael J. McGhan, 47, has served as President and Chief Executive Officer
of the Company since October 1991. Mr. McGhan has served as a director since
March 1992. Mr. McGhan also serves as an officer and a director of certain of
the Company's subsidiaries.

William S. Goldberg, 43, has served as Vice Chairman of the Board since
February 2002 and served as Chief Financial Officer from May 2000 until
February 2002. Mr. Goldberg has served as director since May 1991. Mr. Goldberg
has been employed by GKH Investments, L.P. and GKH Private Limited since 1988
and has served as managing director of both entities since June 1990. GKH
Investments, L.P. is the Company's largest stockholder. Mr. Goldberg is also a
director of DVI, Inc.

Ted Collins, Jr., 63, has served as a director of the Company since April
1992. Mr. Collins has been the President of Collins & Ware Investments Company,
a private investment company, since June 2000. From 1988 to 2000 he was the
President of Collins & Ware, Inc., an independent oil and gas company. From
July 1982 through December 1987, Mr. Collins served as President of Enron Oil &
Gas Co. Mr. Collins also serves on the Board of Directors of Encore Acquisition
Co. and Chapparal Resources, Inc.

Melvyn N. Klein, 60, has served as a director of the Company since May 1991.
Mr. Klein is the sole stockholder of a corporation which is a general partner
of GKH Partners. Mr. Klein has been an attorney and counselor-at-law since
1968. Mr. Klein is a director of Bayou Steel Corporation, Anixter International
Corporation, ACTV, Inc. and certain privately held companies.

Alvin V. Shoemaker, 63, has served as a director of the Company since May
1991 and has been a private investor since his retirement as Chairman of the
Board of the First Boston Corporation and First Boston, Inc. in January 1989.
Mr. Shoemaker is a director of Middle Bay Oil Co.

Robert R. Furgason, 66, has served as a director of the Company since May
1995. Mr. Furgason is the President of Texas A&M University Corpus Christi, and
has held a series of faculty and administrative positions at various
universities. Mr. Furgason is the former President of the Accreditation Board
for Engineering and Technology Board of Directors, and also serves on a number
of other accreditation and policy boards.

Rene Huck, 54, has served as a director of the Company since August 2001.
Mr. Huck was appointed Vice President of Schlumberger Ltd. in March 2002. Mr.
Huck has been with Schlumberger since 1991. Prior to his current position, Mr.
Huck served as President of Camco International.

I. Jon Brumley, 63, has served as a director of the Company since February
2002. Mr. Brumley is the Chairman, Chief Executive Officer and a director of
Encore Acquisition Company, an independent energy company located in Fort
Worth, Texas. Prior to founding Encore Acquisition Company in 1998, Mr. Brumley
served Chairman and Chief Executive Officer of MESA, Inc., which merged with
Parker and Parsley in 1997 to become Pioneer Natural Resources Company. Mr.
Brumley has spent over thirty years in the oil and gas industry, including
roles as Chairman of Cross Timbers Oil Company and Southland Royalty Company.

Gordon T. Hall, 43, has served as a director of the Company since March
2002. Prior to his election as a director of the Company, Mr. Hall was a
Managing Director at Credit Suisse First Boston. While at Credit Suisse First
Boston, Mr. Hall served as Senior Oil Field Services Analyst and Co-head of the
global energy group. Mr. Hall joined the First Boston Corporation in 1987 as a
technology analyst. Prior to that, Mr. Hall was an engineer with Raytheon
Corporation. Mr. Hall is a director of Hydril Company and certain privately
held companies.

INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES THEREOF

Directors are elected at each annual meeting of stockholders of the Company
to serve for one-year terms. The Board of Directors has designated an Audit
Committee, a Nominating Committee and a Compensation Committee to assist it in
the discharge of its responsibilities. Members of each committee are elected by
the Board at its first meeting following the annual meeting of stockholders and
serve for one-year terms. The Board of Directors met eight times during fiscal
year 2001 and took action by unanimous written consent six times.

During fiscal year 2001, no director attended fewer than 75% of the
aggregate of all meetings of the Board and the committees, if any, upon which
such director served and which were held during the period of time that such
person served on the Board or such committee.

Audit Committee

The Audit Committee is authorized to: (a) select, retain and dismiss the
Company's independent accountants; (b) review the plans, scope and results of
the annual audit and quarterly reviews, the independent accountant's letter of
comments and management's response thereto, and the scope of any non-audit
services which may be performed by the independent accountants; (c) manage the
Company's policies and procedures with respect to internal accounting and
financial controls; and (d) review any changes in accounting policy. The Audit
Committee met four times during 2001.

Consistent with the New York Stock Exchange audit committee structure and
membership requirements, the Audit Committee is currently comprised of three
members: Jon Brumley (Chairman), Gordon Hall and Alvin Shoemaker. During fiscal
year 2001, the Audit Committee was comprised of Ted Collins, Jr. (Chairman),
Robert Furgason and Alvin Shoemaker. Each of Messrs. Brumley, Hall, Collins,
Furgason and Shoemaker is an

independent director. The Audit Committee operates under a written charter
adopted by the Board which was included in last year's proxy statement as
Appendix A.

Compensation Committee

The current members of the Compensation Committee are Robert Furgason
(Chairman), Gordon Hall and Ted Collins, Jr. During fiscal 2001, the
Compensation Committee was comprised of Alvin Shoemaker (Chairman), Ted
Collins, Jr. and Robert Furgason. The Compensation Committee is authorized and
directed to review and approve compensation and benefits of the Company's
executive officers and the Company's annual salary plans, and to review and
advise the Company's Board of Directors regarding the Company's benefit plans,
bonus awards, and other terms of employment. In 2001, the Compensation
Committee held two meetings.

Nominating Committee

The Nominating Committee was formed in March 2002. Prior to the formation of
the Nominating Committee, its functions were performed by the Board of
Directors as a whole. The Nominating Committee is responsible for soliciting
recommendations for candidates for the Board of Directors; developing and
reviewing background information for candidates; making recommendations to the
full Board of Directors regarding such candidates; and reviewing and making
recommendations to the full Board of Directors with respect to candidates for
director proposed by stockholders. Any stockholder wishing to propose a nominee
should submit a recommendation in writing to our Secretary, indicating the
nominee's qualifications and other relevant biographical information, and
providing confirmation of the nominee's consent to serve as a director. The
current members of the Nominating Committee are Ted Collins, Jr. (Chairman),
Alvin Shoemaker, Gordon Hall and Rene Huck.

Compensation Committee Interlocks and Insider Participation

The current and former members of the Compensation Committee are not current
or former officers or employees of the Company or any of its subsidiaries. No
person who was an employee of the Company in fiscal year 2001 served on the
Compensation Committee in fiscal year 2001. During fiscal year 2001, no
executive officer of the Company (i) served as a member of the compensation
committee (or other board committee performing similar functions or, in the
absence of any such committee, the board of directors) of another entity, one
of whose executive officers served on the Company's Compensation Committee,
(ii) served as a director of another entity, one of whose executive officers
served on the Company's Compensation Committee, or (iii) served as a member of
the compensation committee (or other board committee performing similar
functions or, in the absence of any such committee, the board of directors) of
another entity, one of whose executive officers served as a director of the
Company.

Compensation of Directors

Directors who are not employees of the Company or employees of affiliates of
the Company receive $7,500 per quarter and reimbursement of expenses incurred
in attending meetings. In addition, beginning in 2002, on the date of the
Company's Annual Meeting such directors will be granted stock options pursuant
to a formula based on the market price of the Company's common stock. For 2002,
the number of options will be determined by dividing 90,000 by the fair market
value of the Company's stock on such date. The exercise price of these options
will be the fair market value of the Company's stock on the date the options
are granted. Such options will begin vesting on the first anniversary of the
date of the option grant and will continue vesting over four years.

Victor Grijalva will receive $75,000 per year for his services as Chairman
of the Company's Board of Directors. Mr. Grijalva will not be granted stock
options at the time of the Company's annual meeting, as described above.
However, when Mr. Grijalva was appointed Chairman of the Board of Directors in
March 2002, he was granted options to purchase 75,000 shares of the Company's
stock at a price of $17.25 per share. Mr. Grijalva's options will begin vesting
on the first anniversary of his appointment as Chairman of the Board of
Directors and will vest annually over the following three years.

EXECUTIVE OFFICERS

The following sets forth certain information regarding executive officers of
the Company. Information pertaining to Mr. McGhan, who is a director and an
executive officer, may be found in the section entitled "Nominees for Election
as Directors".

John E. Jackson, 43, has served as Senior Vice President and Chief Financial
Officer since February 2002. Prior to joining the Company, Mr. Jackson served
as Vice President and Chief Financial Officer of Duke Energy Field Services, a
$10 billion joint venture of Duke Energy and Phillips Petroleum that is one of
the nation's largest producers and marketers of natural gas liquids. Mr.
Jackson joined Duke Energy Field Services as Vice President and Controller in
April 1999 and was named Chief Financial Officer in February 2001. Prior to
joining Duke Energy Field Services, Mr. Jackson served in a variety of
treasury, controller and accounting positions at Union Pacific Resources
between June 1981 and April 1999.

Charles D. Erwin, 41, has served as Chief Operating Officer since April 2001
and has served as Senior Vice President--Sales and Marketing since May 2000.
Prior to being named Senior Vice President, Mr. Erwin had served as a Vice
President since 1990.

Robert O. Pierce, 42, has served as Senior Vice President--Manufacturing &
Fabrication since May 2000. Prior to being named Senior Vice President, Mr.
Pierce had served as a Vice President since April 1995.

Joe C. Bradford, 44, has served as Senior Vice President--Worldwide
Operations Development since May 2000. Prior to being named Senior Vice
President, Mr. Bradford had served as a Vice President since March 1993.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of April 1, 2002, the beneficial
ownership of Common Stock by (i) each person who is known by the Company to
beneficially own more than 5% of the outstanding Common Stock, (ii) each
director of the Company, (iii) each executive officer of the Company named in
the Summary Compensation Table appearing elsewhere herein, and (iv) all
directors and executive officers of the Company as a group. Unless otherwise
noted, the persons named in the table have sole voting and investment power
with respect to all shares shown as beneficially owned by them.

Number of Shares Approximate
Name and Address Beneficially Owned Percent of Class
---------------- ------------------ ----------------

Melvyn N. Klein...................... 18,274,795 (1) 23.1%
Wells Fargo Tower, Suite 1940
615 North Upper Broadway
Corpus Christi, Texas 78477
GKH Investments, L.P................. 17,607,237 22.2%
200 West Madison
Chicago, Illinois 60606
Schlumberger Limited................. 8,707,693 (2) 11.0%
153 East 53rd Street, 57th Floor
New York, New York 10022
GKH Partners, L.P.................... 667,558 (3) *
200 West Madison
Chicago, Illinois 60606
Michael A. O'Connor.................. 1,904,190 (4) 2.3%
Michael J. McGhan.................... 1,225,514 (5) 1.5%
William S. Goldberg.................. 504,408 (6) *
Ted Collins, Jr...................... 345,536 (7) *
Alvin V. Shoemaker................... 283,966 (8) *
Robert R. Furgason................... 8,350 (9) *
Robert O. Pierce..................... 142,654 (10) *
Joe C. Bradford...................... 245,198 (11) *
Charles D. Erwin..................... 370,310 (12) *
Victor E. Grijalva................... 0 *
Jon Brumley.......................... 0 *
Rene Huck............................ 0 *
John E. Jackson...................... 0 *
Gordon Hall.......................... 0 *
All directors and executive officers
as a group (15 persons)............. 23,304,891 (1)(4)-(12) 28.1%

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* Less than one percent
(1) Includes (i) 17,607,237 shares of Common Stock owned by GKH Investments,
L.P. ("GKH") and (ii) 667,558 shares of Common Stock owned by GKH
Partners, L.P. GKH Partners is the general partner of GKH. Mr. Klein, who
is a director of the Company, is the sole stockholder of a corporation
which is a general partner of GKH Partners. By virtue of his relationship
to GKH Partners, Mr. Klein may be deemed to share beneficial ownership of
the shares of Common Stock owned by GKH and GKH Partners. Mr. Klein
disclaims beneficial ownership of all shares owned by GKH and GKH
Partners.

(2) Includes 51,491 shares of Common Stock owned by Schlumberger Technology
Corporation, 6,762,479 shares of Common Stock owned by Camco
International, Inc., 1,430,304 shares of Common Stock owned by
Schlumberger Surenco, S.A., 366,158 shares of Common Stock owned by
Schlumberger Oilfield Holdings, Ltd., and 97,261 shares of Common Stock
owned by Operational Services, Inc. Schlumberger Limited, as the direct or
indirect owner of all these entities, may be deemed to beneficially own
all 8,707,693 shares of Common Stock listed above.

(3) Excludes 17,607,237 shares of Common Stock owned by GKH Investments. GKH
Partners is the general partner of GKH Investments. As the general partner
of GKH Investments, GKH Partners may be deemed to be the beneficial owner
of stock held by GKH Investments; however, GKH Partners disclaims any such
beneficial ownership.

(4) Includes 1,382,038 shares subject to options held by Mr. O'Connor and
500,000 shares subject to options held by the Michael A. O'Connor and
Karen L. O'Connor Foundation. Excludes 339,550 shares held by Goldman
Sachs Exchange Place Fund, L.P., in which Mr. O'Connor has an interest.
Mr. O'Connor disclaims beneficial ownership of such shares.

(5) Includes 944,030 shares subject to options held by Mr. McGhan, 2,450
shares of Common Stock held by Mr. McGhan and his wife as joint tenants
and 600 shares of Common Stock held by Mr. McGhan's two minor children.

(6) Excludes 80,832 shares of Common Stock owned by Mr. Goldberg's wife, Nancy
K. Goldberg, as trustee of the Nancy K. Goldberg Declaration of Trust,
3,900 shares of Common Stock held in the William S. Goldberg Children's
Trust and 32,476 shares owned by Mrs. Goldberg individually. Mr. Goldberg
disclaims beneficial ownership of all of such shares. Includes 300,000
shares subject to options held by Mr. Goldberg.

(7) Includes 2,094 shares subject to warrants held by Mr. Collins. Excludes
4,000 shares held in trust for the benefit of Mr. Collins' two minor
children. Mr. Collins is the trustee of such trusts but disclaims
beneficial ownership of such shares.

(8) Excludes shares beneficially owned directly or indirectly by members of
Mr. Shoemaker's family as to which Mr. Shoemaker has no voting or
investment power. Excludes 34,190 shares held by Goldman Sachs Exchange
Place Fund, L.P., in which Mr. Shoemaker has an interest. Mr. Shoemaker
disclaims beneficial ownership of all such shares.

(9) Excludes 400 shares owned by Mr. Furgason's wife. Mr. Furgason disclaims
beneficial ownership of all such shares.

(10) Includes 112,600 shares subject to options held by Mr. Pierce.

(11) Includes 201,634 shares subject to options held by Mr. Bradford.

(12) Includes 322,302 shares subject to options held by Mr. Erwin.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, executive officers and
persons who beneficially own more than 10% of the Common Stock to file reports
with the Securities and Exchange Commission (the "Commission") and the Company
disclosing their initial beneficial ownership of Common Stock and changes in
such ownership. GKH and each of Messrs. Goldberg, Erwin, Bradford, Pierce,
Shoemaker and Collins inadvertently filed a late Form 4 with respect to one
sale transaction in 2001. Based solely upon a review of such reports furnished
to the Company, the Company believes that during 2001, all of its directors,
executive officers and beneficial owners of more than 10% of the Common Stock
complied with all applicable Section 16(a) filing requirements applicable to
them, except as disclosed above.

INFORMATION REGARDING EXECUTIVE COMPENSATION

Summary of Cash and Certain Other Compensation. The following table sets
forth certain information with respect to compensation paid by the Company to
its Chief Executive Officer and the four other most highly compensated
executive officers (collectively, the "Named Executive Officers"), during the
past three fiscal years.

SUMMARY COMPENSATION TABLE

Long-Term Compensation
Awards
------------------------
Securities
Underlying
Annual Compensation Restricted Options/SARs
Name and Principal -------------------------- Other Annual Stock (# of
Position Year Salary($) Bonus($)(1) Compensation($)(2) Award(s)(1) Shares)
------------------ ---- --------- ----------- ------------------ ----------- ------------

Michael J. McGhan....... 2001 $236,538 $ 60,000 $ 6,750 $40,000 --
President and Chief
Executive 2000 150,000 0 7,875 -- --
Officer 1999 155,769 311,825 8,788 -- --

Robert O. Pierce........ 2001 $139,846 $ 44,000 $ 8,134 $28,800 --
Senior Vice President-- 2000 107,692 50,000 12,198 -- --
Manufacturing and
Fabrication 1999 103,846 62,912 12,923 -- --

Joe C. Bradford......... 2001 $131,346 $ 40,000 $149,250(3) $28,000 --
Senior Vice President--
Worldwide 2000 95,000 60,000 31,708 -- --
Operations Development 1999 98,654 100,000 33,512 -- --

Charles D. Erwin........ 2001 $151,923 $ 52,500 $170,330(4) $35,000 --
Chief Operating
Officer, Senior Vice 2000 100,000 100,000 46,720 -- --
President--Sales and
Marketing 1999 103,846 146,000 49,068 -- --

Michael A. O'Connor(5).. 2001 $130,000 $ 0 $ 6,813 $ 0 --
Chairman Emeritus 2000 130,000 0 9,741 -- --
1999 135,000 85,000 10,381 -- --

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(1) Annual bonus amounts represent amounts earned and accrued during 2001, 2000
and 1999 which were paid subsequent to the end of the year. 2001 restricted
stock awards represent awards earned during 2001 which will be granted
subsequent to the year end. The restricted stock awards will vest annually
over four years from the date of the grant.
(2) Amounts exclude perquisites and other personal benefits because such
compensation did not exceed the lesser of $50,000 or 10% of the total
annual salary and bonus reported for each executive officer.
(3) Amount includes $126,000 in indebtedness that was forgiven by the Company
in 2001. See "Certain Transactions--Other Related Party Transactions."
(4) Amount includes $137,000 in indebtedness that was forgiven by the Company
in 2001. See "Certain Transactions--Other Related Party Transactions."
(5) Mr. O'Connor served as Chairman of the Board until March 2002.

Option Holdings. The following table sets forth information with respect to
the aggregate number and value of shares underlying unexercised options held as
of December 31, 2001 by each of the Named Executive Officers.

AGGREGATED OPTION EXERCISES AND 2001 YEAR-END OPTION VALUES

Number of Shares Value of Unexercised
Underlying Unexercised In-the- Money Options as
Shares Options as of of December 31,
Acquired December 31, 2001(*) 2001($)(1)
on Value ------------------------- -------------------------
Name Exercise Realized($)(1) Exercisable Unexercisable Exercisable Unexercisable
---- -------- -------------- ----------- ------------- ----------- -------------

Michael J. McGhan....... -- -- 944,030 -- $20,392,057 --
Robert O. Pierce........ -- -- 112,600 20,000 $ 1,761,341 $310,200
Joe C. Bradford......... -- -- 201,634 8,000 $ 4,028,493 $124,080
Charles D. Erwin........ -- -- 322,302 30,000 $ 5,875,312 $465,300
Michael A. O'Connor..... -- -- 1,882,038 -- $43,051,541 --

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* All share numbers and per share amounts adjusted to reflect the Company's
two-for-one stock split in June 2000.
(1) Market value of securities underlying in-the-money positions at the end of
fiscal year 2001 (based on $25.26, the closing price of the Company's
Common Stock on the New York Stock Exchange on December 31, 2001), minus
the exercise price.

CERTAIN TRANSACTIONS

Transactions with GKH Entities

Hanover and GKH are parties to a stockholders agreement which provides,
among other things, for GKH Investments' rights of visitation and inspection
and Hanover's obligation to provide Rule 144A information to prospective
transferees of GKH's Hanover common stock.

Hanover, GKH and other stockholders (collectively, the "Holders"), who
together currently beneficially own approximately 23% of the outstanding
Hanover common stock are parties to a Registration Rights Agreement (the "GKH
Rights Agreement"). The GKH Rights Agreement generally provides that if Hanover
proposes to register shares of its capital stock or any other securities under
the Securities Act, then upon the request of those Holders owning in the
aggregate at least 2.5% of Hanover common stock or derivatives thereof (the
"Registrable Securities") then held by all of the Holders, Hanover will use its
reasonable best efforts to cause the Registrable Securities so requested by the
Holders to be included in the applicable registration statement, subject to
underwriters' cutbacks. Hanover is required to pay all registration expenses in
connection with registrations of Registrable Securities effected pursuant to
the GKH Rights Agreement. In addition, any single Holder of Hanover common
stock that owns 18% or more of the common stock has the right to demand, on one
occasion, the registration of its common stock.

Hanover and GKH were parties to an agreement whereby, in exchange for
investment banking and financial advisory services rendered, the Company agreed
to pay a fee to GKH. In February 2001, in full satisfaction of its obligations
under this agreement, Hanover paid a one time fee of $2,048,000 to GKH for
services rendered under the agreement, which amount was included in accrued
liabilities as of December 31, 2000.

In August 2001, Hanover paid a $4,650,000 fee to GKH as payment for services
rendered in connection with Hanover's acquisition of POI and related assets.

Pursuant to an agreement with GKH which provides for compensation to GKH for
services, the Company paid a management fee of $45,000 per month from November
2001 until terminated in early 2002.

Hanover leases certain compression equipment to an affiliate of Cockrell Oil
and Gas, LP, which was owned 50% by GKH until January 2001. The lease is on a
month-to-month basis and, for the years ended 2001, 2000 and 1999,
approximately $76,000, $228,540 and $228,540, respectively, was billed under
the leases.

William S. Goldberg, a Managing Director of GKH Partners, acted as Chief
Financial Officer of the Company during fiscal 2001 and currently serves as
Vice Chairman of the Company and spends a substantial portion of his time on
the Company's business. He does not currently receive cash remuneration from
the Company, which reimburses GKH Partners for certain travel and related
expenses incurred by Mr. Goldberg in connection with his efforts on the
Company's behalf.

Transactions with Schlumberger Entities

In August 2001, Hanover purchased Production Operators Corporation and
related assets (the "POI Acquisition") from the Schlumberger Companies (as
defined below). Schlumberger Limited (we refer to Schlumberger Limited and the
Schlumberger Companies, collectively, as "Schlumberger") owns, directly or
indirectly, all of the equity of the Schlumberger Companies. Pursuant to the
Lock-Up, Standstill and Registration Rights Agreement, dated as of August 31,
2001 (the "Schlumberger Rights Agreement"), between Schlumberger Technology
Company, Camco International Inc., Schlumberger Surenco, S.A., Schlumberger
Oilfield Holdings Limited, Operational Services, Inc. (collectively, the
"Schlumberger Companies") and Hanover, Hanover granted to each of the
Schlumberger Companies certain registration rights in connection with shares of
Hanover common stock (the "Hanover Stock") received by the Schlumberger
Companies as consideration in the POI acquisition. The registration rights
granted to the Schlumberger Companies include (i) the right, subject to certain
restrictions, to register the Hanover Stock in any registration of securities
initiated by Hanover within the period of time beginning on the third
anniversary of the date of the Schlumberger Rights Agreement and ending on the
tenth anniversary of the date of the Schlumberger Rights Agreement (such period
of time, the "Registration Period"), and (ii) the right, subject to certain
restrictions, to demand up to five registrations of the Hanover Stock within
the Registration Period. Hanover is required to pay all registration expenses
in connection with registrations of Hanover Stock pursuant to the Schlumberger
Rights Agreement. For a period of three years from the date of the Schlumberger
Rights Agreement, the Schlumberger Companies are prohibited from, directly or
indirectly, selling or contracting to sell any of the Hanover Stock. The
Schlumberger Rights Agreement also provides that none of the Schlumberger
Companies shall, without Hanover's written consent, (i) acquire or propose to
acquire, directly or indirectly, greater than twenty-five percent (25%) of the
shares of Hanover common stock, (ii) make any public announcement with respect
to, or submit a proposal for, any extraordinary transaction involving Hanover,
(iii) form or join in any group with respect to the matters set forth in (i)
above, or (iv) enter into discussions or arrangements with any third party with
respect to the matters set forth in (i) above.

Schlumberger has the right under the POI purchase agreement, so long as
Schlumberger owns at least 5% of Hanover common stock and subject to certain
restrictions, to nominate one representative to sit on our Board of Directors.
Schlumberger designated Mr. Rene Huck as a nominee to serve on our board of
directors. Mr. Huck is a Vice President of Schlumberger Ltd. For each of the
years ended December 31, 2001, 2000 and 1999, Hanover generated revenues of
approximately $1,379,000, $918,000 and $1,979,000, respectively, in business
dealings with Schlumberger.

As part of the purchase agreement entered into with respect to the POI
Acquisition, Hanover Compression Limited Partnership, a subsidiary of Hanover
("HCLP") is required to make a payment of up to $58 million due upon the
completion of a financing of a South American joint venture acquired by HCLP.
If the joint venture fails to execute the financing or such financing fails to
be non-recourse to Hanover, in either case, on or before December 31, 2002,
HCLP will have the right to put its interest in the joint venture back to
Schlumberger in exchange for a return of the purchase price allocated to the
joint venture, plus the net amount of any capital contributions by Hanover to
the joint venture. HCLP's right to exercise the put expires on January 31,
2003.

In connection with the POI Acquisition, Hanover issued a $150 million
subordinated acquisition note to Schlumberger, which matures December 15, 2005.
Interest on the subordinated acquisition note accrues and is payable-in-kind at
the rate of 8.5% annually for the first six months after issuance and
periodically increases in

increments of 1% to 2% per annum to a maximum interest rate 42 months after
issuance of 15.5%. In the event of an event of default under the subordinated
acquisition note, interest will accrue at a rate of 2% above the then
applicable rate. The subordinated acquisition note is subordinated to all of
Hanover's indebtedness other than indebtedness to fund future acquisitions. In
the event that Hanover completes an offering of equity securities, Hanover is
required to apply the proceeds of the offering to repay amounts outstanding
under the subordinated acquisition note as long as no default exists or would
exist under Hanover's other indebtedness as a result of such payment.

In August 2001, Hanover entered into a five-year strategic alliance with
Schlumberger intended to result in the active support of Schlumberger in
fulfilling certain of our business objectives. The principal components of the
strategic alliance include (1) establishing Hanover as Schlumberger's most
favored supplier of compression, natural gas treatment and gas processing
equipment worldwide, (2) Schlumberger's coordination and cooperation in further
developing our international business by placing our personnel in
Schlumberger's offices in six top international markets and (3) providing us
with access to consulting advice and technical assistance in enhancing our
field automation capabilities.

Other Related Party Transactions

In 2000 and 1999, the Company leased compressors to other companies owned or
controlled by or affiliated with related parties. Rental and maintenance
revenues billed to these related parties totaled $708,000 and $738,000 during
2000 and 1999, respectively.

During 2001, the Company sold equipment totaling approximately $12,004,000
to an affiliate of Enron Capital and Trade Resources Corp.

In 2000, Hanover advanced cash to certain management employees in return for
notes. At April 1, 2002, the aggregate amount outstanding on these notes
receivable totaled approximately $1,083,000, bear interest at the prime rate,
mature in June 2004 and are collateralized by Hanover common stock owned by the
employees with full recourse. The notes and related interest will be forgiven
over a four-year period should the employee continue his employment with
Hanover. The forgiveness will accelerate upon a change in control of Hanover.
Hanover recognized compensation expense related to the forgiveness of these
notes receivable of $263,000 and $105,000 during 2001 and 2000, respectively.

In 2001, Hanover advanced cash of $2,200,000 to Michael J. McGhan, President
and Chief Executive Officer, in return for notes. The notes bear interest at
4.88%, mature on April 11, 2006 and are collateralized by personal real estate
with full recourse.

In 2002, Hanover advanced cash of $400,000 to Mr. McGhan and $100,000 to
Robert O. Pierce, Senior Vice President--Manufacturing and Fabrication, in
return for notes. The notes bear interest at 4.0%, mature on September 30, 2002
and are unsecured.

Set forth below is certain information concerning the indebtedness of
executive officers and directors to Hanover.

Largest
Aggregate
Aggregate Amount Weighted
Amount Outstanding Average Rate
Outstanding from 1/1/01 of Interest
at 4/1/02 to 4/1/02 at 4/1/02
----------- ----------- ------------

Michael J. McGhan........................ $2,600,000 $2,600,000 4.7%
President and Chief Executive Officer

Charles D. Erwin......................... $ 591,000 $ 769,000 4.8%
Chief Operating Officer, Senior Vice
President--Sales and Marketing

Joe C. Bradford.......................... $ 492,000 $ 706,000 4.8%
Senior Vice President--Worldwide
Operations Development

Robert O. Pierce......................... $ 100,000 $ 100,000 4.0%
Senior Vice President--Manufacturing &
Fabrication

REPORT OF THE AUDIT COMMITTEE

The following is the report of the Audit Committee with respect to the
Company's audited financial statements for the fiscal year ended December 31,
2001. The information contained in this report shall not be deemed to be
"soliciting material" or to be "filed" with the Securities and Exchange
Commission, nor shall such information be incorporated by reference into any
future filing under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, except to the extent that the Company
specifically incorporates it by reference in such filing.

The Audit Committee has reviewed and discussed the audited financial
statements for the fiscal year ended December 31, 2001 with the Company's
management and PricewaterhouseCoopers LLP, the Company's independent
accountants. The Audit Committee has also discussed with PricewaterhouseCoopers
LLP the matters required to be discussed by Statement on Auditing Standards No.
61, "Communication with Audit Committees".

The Audit Committee has also received and reviewed the written disclosures
and the letter from PricewaterhouseCoopers LLP required by Independence
Standards Board Standard No. 1 "Independence Discussions with Audit Committees"
and has discussed with PricewaterhouseCoopers LLP their independence in
relation to the Company.

Based on the reviews and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the financial statements referred to
above be included in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2001.

Submitted by the Audit
Committee of the Board of Directors

Ted Collins, Jr.
Robert R. Furgason
Alvin V. Shoemaker

REPORT OF THE COMPENSATION
COMMITTEE ON EXECUTIVE COMPENSATION

The following is the report of the Compensation Committee for the fiscal
year ended December 31, 2001. The information contained in this report shall
not be deemed to be "soliciting material" or to be "filed" with the Securities
and Exchange Commission, nor shall such information be incorporated by
reference into any future filing under the Securities Act or the Exchange Act,
except to the extent that the Company specifically incorporates it by reference
in such filing.

The Company's executive compensation program is administered by the
Compensation Committee of the Board of Directors. During fiscal 2001, the
members of the Compensation Committee were Alvin V. Shoemaker (Chairman), Ted
Collins, Jr. and Robert R. Furgason. The Compensation Committee's
responsibilities include the review and approval of base annual salaries and
annual bonuses for all executive officers, approval of awards under, and
administration of, the Company's 1997 Stock Option Plan, 1998 Stock Option
Plan, December 9, 1998 Stock Option Plan, 1999 Stock Option Plan, 1997 Stock
Purchase Plan and 2001 Equity Incentive Plan and administration of such other
employee benefit plans as may be adopted from time to time by the Company. This
report discusses the executive compensation policies of the Company, and the
Summary Compensation Table which appears on page 9 of this Proxy Statement
discloses the compensation paid by the Company to certain executive officers
during the past three years.

GENERAL COMPENSATION POLICIES

The Company's compensation program for executive officers currently
consists, in general, of four principal components: a base annual salary, an
annual cash bonus, periodic grants of stock options, restricted stock awards
and opportunities to purchase Company Common Stock from time to time which
historically have been significantly financed by loans by the Company. These
components are designed to attract, motivate and retain highly-qualified
executive management both by rewarding individual achievement and by providing
an opportunity for members of executive management to share in the risks and
rewards of the Company's financial performance. The Compensation Committee
believes it is important for the Company's compensation policy to balance
short-term and long-term equity incentives.

The Compensation Committee annually establishes each executive officer's
base salary, including the Chief Executive Officer's salary, based on its
evaluation of the officer's performance and contribution in the previous year
and on competitive pay practices. The Compensation Committee also determines
the annual cash bonus to be awarded to each executive officer, including the
Chief Executive Officer. The cash bonuses earned by executive officers during
2001 were awarded in recognition of a variety of factors, including job
responsibilities undertaken and efforts expended on behalf of the Company,
contributions to the Company, leadership qualities, and compensation paid to
executive officers of competitors (based on the best available data from as
many competitor companies as practicable). The Compensation Committee
considered the performance of Mr. McGhan according to the above listed factors
and determined that he was adequately compensated.

The Compensation Committee believes that it is important that the executive
officers of the Company hold equity positions in the Company in order to align
their financial incentives with the Company's performance. In addition, because
of the nature of the Company's operations, the Company's management believes,
and the Compensation Committee agrees, that it is important that stock options
be granted to a broad range of employees so that the long-term interests of its
executive officers and other employees are aligned with those of its
stockholders.

Prior to its initial public offering, which was consummated on July 1, 1997,
the Company had adopted and maintained several stock option plans pursuant to
which options to purchase shares of the Company's Common Stock had been granted
to executive officers and other employees of the Company. All options awarded
and

outstanding under such plans as of June 30, 1997 became fully vested and
exercisable, and such plans were terminated, upon consummation of the Company's
initial public offering.

Since the Company's initial public offering, the Board of Directors has
adopted the 1997 Stock Option Plan, the 1997 Stock Purchase Plan, the 1998
Stock Option Plan, the December 9, 1998 Stock Option Plan, the 1999 Stock
Option Plan and the 2001 Equity Incentive Plan (collectively, the "Plans"). The
Plans permit the Committee to issue options and restricted stock ("Restricted
Stock") to employees and are administered by the Compensation Committee. Thus,
pursuant to the Plans, Company employees have been given the opportunity to
purchase substantial stock in the Company and to receive comparable option
grants.

The Plans support the commitment of both the Compensation Committee and the
Board of Directors to ownership by the Company's executive officers and other
employees of a significant equity interest in the Company as an important
incentive in building stockholder wealth and aligning the long-term interests
of management and stockholders.

As one of the factors in its review of compensation matters, the
Compensation Committee considers the anticipated tax treatment to the Company
and to the executive officers of various payments and benefits. Section 162(m)
of the Internal Revenue Code of 1986, as amended (the "Code"), generally
disallows a tax deduction to public corporations for compensation in excess of
$1 million for any fiscal year paid to any of the Named Executive Officers.
However, Section 162(m) also provides that qualifying performance-based
compensation will not be subject to the deduction limit if certain requirements
are met. The Committee has reviewed this provision and has concluded that the
Company is not currently impacted by Section 162(m) because compensation paid
to any executive officer does not currently exceed $1 million. Accordingly, no
changes to any of the compensation plans are contemplated at this time.
However, to the extent necessary in the future, the Compensation Committee will
consider various alternatives to preserving the deductibility of compensation
payments and benefits to the extent reasonably practicable and to the extent
consistent with its other compensation objectives.

Submitted by the Compensation
Committee of the Board of Directors

Alvin V. Shoemaker
Robert R. Furgason
Ted Collins, Jr.

PERFORMANCE GRAPH

The graph below compares the cumulative total stockholder return on the
Company's Common Stock since July 1, 1997, the date trading in the Company's
Common Stock commenced, with the cumulative total return of the S&P 500 Index
and of the Russell 2000 Index over the same period, assuming the investment on
July 1, 1997 of $100 in each of the Company's Common Stock, the S&P 500 Index
and the Russell 2000 Index. The graph assumes the reinvestment of dividends and
adjusts all closing prices and dividends for stock splits. The Company does not
believe that the stock price performance shown on the graph below is
necessarily indicative of future price performance.

COMPARISON OF CUMULATIVE RETURN
AMONG HANOVER COMPRESSOR COMPANY, THE S&P 500 INDEX
AND THE RUSSELL 2000 INDEX

[GRAPH]

Cumulative Total Return
---------------------------------------------------------------------------------------------------
7/97 9/97 12/97 3/98 6/98 9/98 12/98 3/99 6/99 9/99 12/99 3/00 6/00 9/00 12/00 3/01 6/01 9/01 12/01
---- ---- ----- ---- ---- ---- ----- ---- ---- ---- ----- ---- ---- ---- ----- ---- ---- ---- -----

Hanover
Compressor
Company........ 100 123 102 125 135 121 128 133 161 159 189 284 380 329 446 317 331 216 253
S & P 500....... 100 107 111 126 130 117 142 149 160 150 172 176 171 170 156 138 146 125 138
Russell 2000.... 100 115 111 122 117 93 108 102 118 111 131 141 135 137 127 119 135 108 130

OVERVIEW OF PROPOSALS

This Proxy Statement contains two proposals requiring shareholder action.
Proposal No. 1 requests the re-election of eleven directors to the Company's
Board of Directors. Proposal No. 2 requests ratification of the reappointment
of PricewaterhouseCoopers, LLP as the Company's independent auditors for 2002.
Each of the proposals is discussed in more detail in the pages that follow.

ELECTION OF DIRECTORS

Proposal 1 on Proxy Card

At the Annual Meeting, eleven directors are to be elected to the Board of
Directors, to hold office until the next Annual Meeting of Stockholders of the
Company and until their respective successors are duly elected and qualified.
The Board of Directors has nominated, and it is the intention of the persons
named in the enclosed proxy to vote FOR the election of, each nominee named
below, each of whom currently serves as a director and has consented to serve
as a director if re-elected. In the event any of such nominees becomes unable
or unwilling to serve as a director, shares represented by valid proxies will
be voted for the election of such other person as the Board may nominate, or
the number of directors that constitutes the full Board may be reduced to
eliminate the vacancy.

The Board's nominees for re-election at this Annual Meeting are Messrs.
Grijalva, O'Connor, McGhan, Goldberg, Collins, Klein, Shoemaker, Furgason,
Huck, Brumley and Hall.

REQUIRED VOTE FOR APPROVAL AND RECOMMENDATION OF THE BOARD OF DIRECTORS

The affirmative vote of a plurality of the shares present in person or by
proxy at the Annual Meeting, and entitled to vote, is required to approve the
re-election of each director.

The Board of Directors recommends that stockholders vote FOR re-election of
Messrs. Grijalva, O'Connor, McGhan, Goldberg, Collins, Klein, Shoemaker,
Furgason, Huck, Brumley and Hall.

RATIFICATION OF REAPPOINTMENT OF INDEPENDENT ACCOUNTANTS

Proposal 2 on Proxy Card

The Company intends to engage PricewaterhouseCoopers LLP to audit the
Company's financial statements for fiscal year 2002. PricewaterhouseCoopers LLP
audited the Company's financial statements for fiscal year 2001 and the
decision to retain PricewaterhouseCoopers LLP has been approved by the Audit
Committee.

A representative of PricewaterhouseCoopers LLP is expected to attend the
Annual Meeting of Stockholders and will have the opportunity to make a
statement, if he or she so desires, and will be available to respond to
appropriate questions of stockholders.

FEES PAID TO THE INDEPENDENT ACCOUNTANTS

Audit Fees

The aggregate fees for the audit of the Company's 2001 consolidated
financial statements and review of its quarterly financial information were
$1,205,000. This amount includes fees related to the restatement of the
Company's 2000 financial statements.

Financial Information Systems Design and Implementation Fees

No financial information systems design and implementation services were
rendered to the Company by PricewaterhouseCoopers LLP in fiscal 2001.

All Other Fees

The Company paid an aggregate of $2,446,000 to PricewaterhouseCoopers LLP
for other professional services rendered in fiscal 2001. These services
rendered by PricewaterhouseCoopers LLP consisted of: $562,000 for tax planning
and compliance services, $1,125,000 for acquisition and due diligence services,
$100,000 for statutory audits, $603,000 for security offerings and related
registration statements, $41,000 for filings with the SEC, and $15,000 for the
audit of benefit plans.

The Audit Committee of the Board of Directors considered the services listed
above to be compatible with maintaining PricewaterhouseCoopers LLP's
independence.

REQUIRED VOTE FOR APPROVAL AND RECOMMENDATION OF THE BOARD OF DIRECTORS

The affirmative vote of a majority of the shares present in person or by
proxy at the Annual Meeting, and entitled to vote, is required to ratify the
reappointment of PricewaterhouseCoopers LLP.

The Board of Directors recommends that the stockholders vote FOR
ratification of the reappointment of PricewaterhouseCoopers LLP.

GENERAL INFORMATION

2003 ANNUAL MEETING OF STOCKHOLDERS

Any proposals of stockholders that are intended for inclusion in the
Company's Proxy Statement for its 2003 Annual Meeting of Stockholders must be
received by the Corporate Secretary of the Company no later than December 25,
2002. Notice of a stockholder proposal submitted for consideration at the 2003
Annual Meeting but not for inclusion in the Company's Proxy Statement must be
received no later than March 10, 2003. If a stockholder proposal is received by
the Company after March 10, 2003, the Company's proxy for the 2003 Annual
Meeting may confer discretionary authority to vote on such matter without any
discussion of such matter in the Proxy Statement for the 2003 Annual Meeting.
Stockholder proposals must be in writing and delivered to the Company's
principal executive offices at 12001 North Houston Rosslyn, Houston, Texas
77086.

ANNUAL REPORTS

The Company's 2001 Annual Report to Stockholders is being mailed to the
Company's stockholders with this Proxy Statement. A copy of the Company's
Annual Report on Form 10-K/A for the year ended December 31, 2001 (excluding
exhibits), as filed with the Commission, may be obtained without charge upon
request made to Hanover Compressor Company, 12001 North Houston Rosslyn,
Houston, Texas 77086, Attention: Corporate Secretary.

HANOVER COMPRESSOR COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
HANOVER COMPRESSOR COMPANY

The undersigned, having received the Notice of Annual Meeting and Proxy
Statement, hereby appoints John E. Jackson and Richard S. Meller, and each of
them, proxies with full power of substitution, for and in the name of the
undersigned, to vote all shares of Common Stock of Hanover Compressor Company
owned of record by the undersigned at the 2002 Annual Meeting of Stockholders to
be held at 10:00 a.m. local time on Tuesday, May 14, 2002, at the Hyatt Regency
Houston Airport, 15747 JFK Boulevard, Houston, Texas 77032, and any adjournments
or postponements thereof, in accordance with the discretion marked on the
reverse side hereof.

You are encouraged to specify your choices by marking the appropriate boxes (see
reverse side), but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors recommendations. The proxies cannot vote your shares
unless you sign and return this card.

(SEE REVERSE SIDE)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE

Please mark your votes as indicated in this example [X]

This Proxy, when properly executed, will be voted in the manner directed herein.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL OF THE BOARD OF
DIRECTORS NOMINEES, AND FOR RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS
HANOVER COMPRESSOR COMPANY'S INDEPENDENT AUDITORS FOR 2002.

FOR ALL NOMINEES
(except as WITHHOLD AUTHORITY
indicated below) to vote for all nominees

1. Election of Directors [ ] [ ]

NOMINEES FOR ONE-YEAR TERM EXPIRING AT 2002 ANNUAL MEETING OF STOCKHOLDERS:

01 Michael A. O'Connor 02 Ted Collins, Jr. 03 Robert R. Furgason
04 Michael J. McGhan 05 Melvyn N. Klein 06 William S. Goldberg
07 Victor E. Grijalva 08 Alvin V. Shoemaker 09 Gordon T. Hall
10 I. Jon Brumley 11 Rene Huck

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME ABOVE.)

2. Ratification of Reappointment of PricewaterhouseCoopers LLP

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

MARK HERE FOR ADDRESS CHANGE [ ]

MARK HERE IF YOU PLAN TO [ ]
ATTEND THE MEETING

3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or at any postponement(s)
or adjournment(s) thereof.

Dated:____________________________, 2002

__________________________________
(Signature)

Please sign exactly as name appears on
stock certificate(s). Joint owners should
each sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as such.

- --------------------------------------------------------------------------------
FOLD AND DETACH HERE