SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Matusek Brian A

(Last)

(First)

(Middle)

12001 N. HOUSTON ROSSLYN RD.

(Street)

HOUSTON

77086

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/18/2005

3. Issuer Name and Ticker or Trading Symbol
HANOVER COMPRESSOR CO / [ HC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	44,502⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Options (Right to Buy)	10/22/2004⁽²⁾	10/22/2013	Common Stock	5,622	$10	D

Explanation of Responses:

1. This amount includes 4,400 shares held in an IRA, 1,099 shares held jointly with his spouse and three grants of restricted stock under the Company's 2003 Stock Incentive Plan as follows: (a) 4,378 shares of restricted stock on 10/22/03 that vest over a four-year period at the rate of one-fourth per year beginning on 10/22/04 and on each successive anniversary of the date of grant; (b) 26,500 shares of restricted stock on 7/21/04 that vest over a three-year period at the rate of one-third per year beginning on 7/21/05 and on each successive anniversary of the date of grant; and (c) 8,125 performance-based shares of restricted stock on 7/21/04, all or a portion of which will vest on 9/28/07, subject to the achievement of pre-determined performance objectives. In the event of a change in control, the time-vested restricted stock gants in (a) and (b) are subject to accelerated vesting and the performance-based restricted stock in (c) is subject to accelerated vesting at the target level.

2. The non-qualified options vest over a four-year period at the rate of 25% per year, beginning on the first anniversary of the grant date and on each successive anniversary of the date of grant.

	Brian Matusek	04/26/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.