<PAGE>
<PAGE>

  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 3,1999
                                          REGISTRATION NO. 333-
                                                               ----------
=========================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                              _______________

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933
                              _______________

                            GARDNER DENVER, INC.
            (Exact name of registrant as specified in its charter)

           DELAWARE                                76-0419383
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                 Identification No.)

         1800 GARDNER EXPRESSWAY
            QUINCY, ILLINOIS                          62301
(Address of Principal Executive Offices)            (Zip Code)

               GARDNER DENVER, INC. LONG-TERM INCENTIVE PLAN
                         (Full title of the Plan)

                             HELEN W. CORNELL
             VICE PRESIDENT, CORPORATE SECRETARY AND TREASURER
                          1800 GARDNER EXPRESSWAY
                          QUINCY, ILLINOIS 62301
                  (Name and address of agent for service)
                              (217) 222-5400
       (Telephone number, including area code, of agent for service)

                     Copies of all correspondence to:
                          Harold B. Oakley, Esq.
                 Schmiedeskamp, Robertson, Neu & Mitchell
                         525 Jersey, P.O. Box 1069
                          Quincy, Illinois 62306
=========================================================================

<TABLE>
                          CALCULATION OF REGISTRATION FEE
<CAPTION>
                                          PROPOSED      PROPOSED
                                          MAXIMUM       MAXIMUM
TITLE OF SECURITIES        AMOUNT         OFFERING      AGGREGATE           AMOUNT OF
      TO BE                TO BE          PRICE PER     OFFERING          REGISTRATION
    REGISTERED          REGISTERED<F1>    SHARE<F2>     PRICE<F2>              FEE
- -------------------     -------------     ---------     ---------         ------------
<S>                        <C>             <C>         <C>                  <C>
COMMON STOCK, $.01
PAR VALUE PER SHARE        500,000         $18.2188    $9,109,400           $2,532.41

- --------------------------------------------------------------------------------------
<FN>
     <F1> REPRESENTS (A) THE ADDITIONAL NUMBER OF SHARES AVAILABLE FOR
          ISSUANCE UNDER THE LONG-TERM INCENTIVE PLAN, AS AMENDED, FOR
          WHICH REGISTRATION STATEMENTS ON FORM S-8 (REG. NO. 33-91088
          AND 333-24921) WERE FILED WITH THE SECURITIES AND EXCHANGE
          COMMISSION ON APRIL 11, 1995 AND APRIL 10, 1997,
          RESPECTIVELY AND (B) AN UNDETERMINABLE NUMBER OF SHARES
          WHICH MAY BECOME ISSUABLE PURSUANT TO ANTIDILUTION
          PROVISIONS OF THE PLAN, IN ACCORDANCE WITH RULE 416 UNDER
          THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT").
     <F2> ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE
          REGISTRATION FEE.  SUCH ESTIMATE HAS BEEN CALCULATED IN
          ACCORDANCE WITH RULE 457(H) UNDER THE SECURITIES ACT AND IS
          BASED UPON THE AVERAGE OF THE HIGH AND LOW PRICES PER SHARE
          OF THE REGISTRANT'S COMMON STOCK AS REPORTED BY THE NEW YORK
          STOCK EXCHANGE, INC. ON JULY 30, 1999.
</TABLE>

<PAGE>
<PAGE>

                              PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     The Registrant previously filed with the Securities and Exchange
Commission (the "Commission") on April 11, 1995, a registration
statement on Form S-8 (Registration No. 33-91088) (the "1995 Form S-8")
and on April 10, 1997, a registration statement on Form S-8
(Registration No. 333-24921) (the "1997 Form S-8") relating to securities
offered under the Registrant's Long-Term Incentive Plan, as amended (the
"Incentive Plan").  The contents of the 1995 Form S-8 and the 1997 Form
S-8, including exhibits thereto, are incorporated herein by reference
with respect to the Incentive Plan, except to the extent superseded or
modified by the specific information set forth below or the specific
exhibits attached hereto.

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by the Registrant with the
Commission are incorporated herein by reference:

     (a)   The Registrant's latest annual report on Form 10-K filed
           pursuant to Section 13(a) or 15(d) under the Securities
           Exchange Act of 1934, as amended (the "Exchange Act");

     (b)   All other reports filed pursuant to Section 13(a) or 15(d)
           of the Exchange Act since the end of the fiscal year covered
           by the annual report referred to in (a) above; and

     (c)   The description of the Registrant's Common Stock which is
           contained in the registration statement filed by the
           Registrant under Section 12 of the Exchange Act, including
           any amendment or report filed for the purpose of updating
           such description.

     All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment that indicates that all securities
offered hereby have been sold or that deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of
filing of such documents.

     Any statement contained in a document incorporated by reference
herein and filed prior to the filing hereof shall be deemed to be
modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein modifies or supersedes such
statement, and any statement contained herein or in any other document
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent
that a statement contained in any other subsequently filed document
which also is incorporated by reference herein modifies or supersedes
such statement.  Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.

<PAGE>
<PAGE>

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Delaware General Corporation Law ("Delaware Law") authorizes
corporations to limit or eliminate the personal liability of directors
to corporations and their stockholders for monetary damages for breach
of directors' fiduciary duty of care.  The Company's Certificate of
Incorporation limits the liability of directors of the Company to the
Company or its stockholders to the fullest extent permitted by Delaware
Law.

     The Company's Certificate of Incorporation provides indemnification
rights to the fullest extent authorized by Delaware Law to any officer
or director of the Company who, by reason of the fact that he or she
is an officer or director of the Company, is involved in a legal proceeding
of any nature.  Under Delaware Law, indemnification is provided against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement, provided certain conditions are satisfied.  Such indemnification
rights include reimbursement for expenses incurred by such officer or
director in advance of the final disposition of such proceedings in
accordance with the applicable provisions of Delaware Law.

     The Company has indemnification agreements with each of its directors
and executive officers providing specific procedures to better assure
the right of such persons to indemnification, including procedures for
submitting claims, for determining such person's entitlement to
indemnification (including the allocation of the burden of proof and
selection of a reviewing party) and for enforcing such indemnification
rights.

     Insurance is maintained by the Company for each director and
officer of the Company covering certain expenses, liabilities or losses
he or she may incur that arise by reason of being a director or officer
of the Company or a subsidiary company, whether or not the Company would
have the power to indemnify such person against such expenses, liability
or loss under Delaware Law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

                                2

<PAGE>
<PAGE>

ITEM 8.  EXHIBITS

     The following additional exhibits are filed as part of this
Registration Statement or incorporated by reference herein.

Exhibit
Number    Description
- -------   -----------

4.5       Gardner Denver, Inc. Long-Term Incentive Plan, as amended,
          filed as Exhibit 10.1 to the Registrant's Annual Report on
          Form 10-K for the fiscal year ended December 31, 1998, filed
          on March 30, 1999, and incorporated herein by reference.

5.3       Opinion of Schmiedeskamp, Robertson, Neu & Mitchell.

23.5      Consent of Arthur Andersen LLP.

23.6      Consent of Schmiedeskamp, Robertson, Neu & Mitchell
          (included in Exhibit 5.3).

24.3      Powers of Attorney.

ITEM 9.  UNDERTAKINGS

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement;

               (i) To include any prospectus required by Section
          10(a)(3) of the Securities Act of 1933 (the "Securities
          Act");

               (ii) To reflect in the prospectus any facts or events
          arising after the effective date of this Registration
          Statement (or the most recent post-effective amendment
          hereof) which, individually or in the aggregate, represent a
          fundamental change in the information set forth in this
          registration statement (remainder not applicable);

               (iii) To include any material information with respect
          to the plan of distribution not previously disclosed in this
          Registration Statement or any material change to such
          information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

                                3

<PAGE>
<PAGE>

          (2)  That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-
effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

          (4)  Not applicable.

     (b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) - (g) Not applicable.

     (h)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable.  In the event that
a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.

     (i)  Not applicable.

     (j)  Not applicable.

                                4

<PAGE>
<PAGE>

                             SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities
     --------------
Act of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Quincy,
State of Illinois, on August 3, 1999.

                                GARDNER DENVER, INC.


                                By   /s/ Ross J. Centanni
                                   ---------------------------------------
                                     Ross J. Centanni, Chairman, President
                                     and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 3, 1999.

           Signature                                 Title
           ---------                                 -----

     /s/ Ross J. Centanni             Chairman, President, Chief
- ----------------------------------        Executive Officer, Director
         Ross J. Centanni

     /s/ Philip R. Roth               Vice President, Finance and Chief
- ----------------------------------        Financial Officer (Principal
         Philip R. Roth                   Financial Officer)

     /s/ Daniel C. Rizzo, Jr.         Vice President and Corporate Controller
- ----------------------------------        (Chief Accounting Officer)
         Daniel C. Rizzo, Jr.

<F*> /s/ Donald G. Barger, Jr.        Director
- ----------------------------------
         Donald G. Barger, Jr.

<F*> /s/ Frank J. Hansen              Director
- ----------------------------------
         Frank J. Hansen

<F*> /s/ Raymond R. Hipp              Director
- ----------------------------------
         Raymond R. Hipp

<F*> /s/ Thomas M. McKenna            Director
- ----------------------------------
         Thomas M. McKenna

<F*> /s/ Alan E. Riedel               Director
- ----------------------------------
         Alan E. Riedel

                                5

<PAGE>
<PAGE>


<F*>     /s/ Michael J. Sebastian     Director
- ----------------------------------
             Michael J. Sebastian

<F*>     /s/ Richard L. Thompson      Director
- ----------------------------------
             Richard L. Thompson

<F*>By: /s/ Helen W. Cornell
- ----------------------------------
            Helen W. Cornell
            Attorney-in-fact

                                6

<PAGE>
<PAGE>
                         FORM S-8

                   GARDNER DENVER, INC.

                      EXHIBIT INDEX
                      -------------
Exhibit
Number    Description
- -------   -----------

4.5       Gardner Denver, Inc. Long-Term Incentive Plan,
          as amended, filed as Exhibit 10.1 to the
          Registrant's Annual Report on Form 10-K for the
          fiscal year ended December 31, 1998, filed on
          March 30, 1999, and incorporated herein by
          reference.

5.3       Opinion of Schmiedeskamp, Robertson, Neu &
          Mitchell.

23.5      Consent of Arthur Andersen LLP.

23.6      Consent of Schmiedeskamp, Robertson, Neu &
          Mitchell (included in Exhibit 5.3).

24.3      Powers of Attorney.

                                7
[{"type": "S-8", "sequence": "1", "description": "GARDNER DENVER, INC. S-8", "secsgml_size_bytes": 17033}]
{"company-data": {"conformed-name": "GARDNER DENVER INC", "cik": "0000916459", "assigned-sic": "3560", "irs-number": "760419383", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "file-number": "333-84397", "film-number": "99677108"}, "business-address": {"street1": "1800 GARDNER EXPRESSWAY", "street2": "P O BOX 528", "city": "QUINCY", "state": "IL", "zip": "62301", "phone": "2172225400"}, "mail-address": {"street1": "1800 GARDNER EXPRESSWAY", "street2": "P O BOX 528", "city": "QUINCY", "state": "IL", "zip": "62301"}, "former-company": {"former-conformed-name": "GARDNER DENVER MACHINERY INC", "date-changed": "19931221"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 3,1999
                                          REGISTRATION NO. 333-
                                                               ----------
=========================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                              _______________

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933
                              _______________

                            GARDNER DENVER, INC.
            (Exact name of registrant as specified in its charter)

           DELAWARE                                76-0419383
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                 Identification No.)

         1800 GARDNER EXPRESSWAY
            QUINCY, ILLINOIS                          62301
(Address of Principal Executive Offices)            (Zip Code)

               GARDNER DENVER, INC. LONG-TERM INCENTIVE PLAN
                         (Full title of the Plan)

                             HELEN W. CORNELL
             VICE PRESIDENT, CORPORATE SECRETARY AND TREASURER
                          1800 GARDNER EXPRESSWAY
                          QUINCY, ILLINOIS 62301
                  (Name and address of agent for service)
                              (217) 222-5400
       (Telephone number, including area code, of agent for service)

                     Copies of all correspondence to:
                          Harold B. Oakley, Esq.
                 Schmiedeskamp, Robertson, Neu & Mitchell
                         525 Jersey, P.O. Box 1069
                          Quincy, Illinois 62306
=========================================================================

                          CALCULATION OF REGISTRATION FEE
PROPOSED      PROPOSED
                                          MAXIMUM       MAXIMUM
TITLE OF SECURITIES        AMOUNT         OFFERING      AGGREGATE           AMOUNT OF
      TO BE                TO BE          PRICE PER     OFFERING          REGISTRATION
    REGISTERED          REGISTERED
SHARE
PRICE
FEE
- -------------------     -------------     ---------     ---------         ------------
COMMON STOCK, $.01
PAR VALUE PER SHARE        500,000         $18.2188    $9,109,400           $2,532.41

- --------------------------------------------------------------------------------------
REPRESENTS (A) THE ADDITIONAL NUMBER OF SHARES AVAILABLE FOR
          ISSUANCE UNDER THE LONG-TERM INCENTIVE PLAN, AS AMENDED, FOR
          WHICH REGISTRATION STATEMENTS ON FORM S-8 (REG. NO. 33-91088
          AND 333-24921) WERE FILED WITH THE SECURITIES AND EXCHANGE
          COMMISSION ON APRIL 11, 1995 AND APRIL 10, 1997,
          RESPECTIVELY AND (B) AN UNDETERMINABLE NUMBER OF SHARES
          WHICH MAY BECOME ISSUABLE PURSUANT TO ANTIDILUTION
          PROVISIONS OF THE PLAN, IN ACCORDANCE WITH RULE 416 UNDER
          THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT").
ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE
          REGISTRATION FEE.  SUCH ESTIMATE HAS BEEN CALCULATED IN
          ACCORDANCE WITH RULE 457(H) UNDER THE SECURITIES ACT AND IS
          BASED UPON THE AVERAGE OF THE HIGH AND LOW PRICES PER SHARE
          OF THE REGISTRANT'S COMMON STOCK AS REPORTED BY THE NEW YORK
          STOCK EXCHANGE, INC. ON JULY 30, 1999.
PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     The Registrant previously filed with the Securities and Exchange
Commission (the "Commission") on April 11, 1995, a registration
statement on Form S-8 (Registration No. 33-91088) (the "1995 Form S-8")
and on April 10, 1997, a registration statement on Form S-8
(Registration No. 333-24921) (the "1997 Form S-8") relating to securities
offered under the Registrant's Long-Term Incentive Plan, as amended (the
"Incentive Plan").  The contents of the 1995 Form S-8 and the 1997 Form
S-8, including exhibits thereto, are incorporated herein by reference
with respect to the Incentive Plan, except to the extent superseded or
modified by the specific information set forth below or the specific
exhibits attached hereto.

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by the Registrant with the
Commission are incorporated herein by reference:

     (a)   The Registrant's latest annual report on Form 10-K filed
           pursuant to Section 13(a) or 15(d) under the Securities
           Exchange Act of 1934, as amended (the "Exchange Act");

     (b)   All other reports filed pursuant to Section 13(a) or 15(d)
           of the Exchange Act since the end of the fiscal year covered
           by the annual report referred to in (a) above; and

     (c)   The description of the Registrant's Common Stock which is
           contained in the registration statement filed by the
           Registrant under Section 12 of the Exchange Act, including
           any amendment or report filed for the purpose of updating
           such description.

     All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment that indicates that all securities
offered hereby have been sold or that deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of
filing of such documents.

     Any statement contained in a document incorporated by reference
herein and filed prior to the filing hereof shall be deemed to be
modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein modifies or supersedes such
statement, and any statement contained herein or in any other document
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent
that a statement contained in any other subsequently filed document
which also is incorporated by reference herein modifies or supersedes
such statement.  Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Delaware General Corporation Law ("Delaware Law") authorizes
corporations to limit or eliminate the personal liability of directors
to corporations and their stockholders for monetary damages for breach
of directors' fiduciary duty of care.  The Company's Certificate of
Incorporation limits the liability of directors of the Company to the
Company or its stockholders to the fullest extent permitted by Delaware
Law.

     The Company's Certificate of Incorporation provides indemnification
rights to the fullest extent authorized by Delaware Law to any officer
or director of the Company who, by reason of the fact that he or she
is an officer or director of the Company, is involved in a legal proceeding
of any nature.  Under Delaware Law, indemnification is provided against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement, provided certain conditions are satisfied.  Such indemnification
rights include reimbursement for expenses incurred by such officer or
director in advance of the final disposition of such proceedings in
accordance with the applicable provisions of Delaware Law.

     The Company has indemnification agreements with each of its directors
and executive officers providing specific procedures to better assure
the right of such persons to indemnification, including procedures for
submitting claims, for determining such person's entitlement to
indemnification (including the allocation of the burden of proof and
selection of a reviewing party) and for enforcing such indemnification
rights.

     Insurance is maintained by the Company for each director and
officer of the Company covering certain expenses, liabilities or losses
he or she may incur that arise by reason of being a director or officer
of the Company or a subsidiary company, whether or not the Company would
have the power to indemnify such person against such expenses, liability
or loss under Delaware Law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

                                2
ITEM 8.  EXHIBITS

     The following additional exhibits are filed as part of this
Registration Statement or incorporated by reference herein.

Exhibit
Number    Description
- -------   -----------

4.5       Gardner Denver, Inc. Long-Term Incentive Plan, as amended,
          filed as Exhibit 10.1 to the Registrant's Annual Report on
          Form 10-K for the fiscal year ended December 31, 1998, filed
          on March 30, 1999, and incorporated herein by reference.

5.3       Opinion of Schmiedeskamp, Robertson, Neu & Mitchell.

23.5      Consent of Arthur Andersen LLP.

23.6      Consent of Schmiedeskamp, Robertson, Neu & Mitchell
          (included in Exhibit 5.3).

24.3      Powers of Attorney.

ITEM 9.  UNDERTAKINGS

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement;

               (i) To include any prospectus required by Section
          10(a)(3) of the Securities Act of 1933 (the "Securities
          Act");

               (ii) To reflect in the prospectus any facts or events
          arising after the effective date of this Registration
          Statement (or the most recent post-effective amendment
          hereof) which, individually or in the aggregate, represent a
          fundamental change in the information set forth in this
          registration statement (remainder not applicable);

               (iii) To include any material information with respect
          to the plan of distribution not previously disclosed in this
          Registration Statement or any material change to such
          information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

                                3
(2)  That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-
effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

          (4)  Not applicable.

     (b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) - (g) Not applicable.

     (h)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable.  In the event that
a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.

     (i)  Not applicable.

     (j)  Not applicable.

                                4
SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities
     --------------
Act of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Quincy,
State of Illinois, on August 3, 1999.

                                GARDNER DENVER, INC.

                                By   /s/ Ross J. Centanni
                                   ---------------------------------------
                                     Ross J. Centanni, Chairman, President
                                     and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 3, 1999.

           Signature                                 Title
           ---------                                 -----

     /s/ Ross J. Centanni             Chairman, President, Chief
- ----------------------------------        Executive Officer, Director
         Ross J. Centanni

     /s/ Philip R. Roth               Vice President, Finance and Chief
- ----------------------------------        Financial Officer (Principal
         Philip R. Roth                   Financial Officer)

     /s/ Daniel C. Rizzo, Jr.         Vice President and Corporate Controller
- ----------------------------------        (Chief Accounting Officer)
         Daniel C. Rizzo, Jr.
/s/ Donald G. Barger, Jr.        Director
- ----------------------------------
         Donald G. Barger, Jr.
/s/ Frank J. Hansen              Director
- ----------------------------------
         Frank J. Hansen
/s/ Raymond R. Hipp              Director
- ----------------------------------
         Raymond R. Hipp
/s/ Thomas M. McKenna            Director
- ----------------------------------
         Thomas M. McKenna
/s/ Alan E. Riedel               Director
- ----------------------------------
         Alan E. Riedel

                                5
/s/ Michael J. Sebastian     Director
- ----------------------------------
             Michael J. Sebastian
/s/ Richard L. Thompson      Director
- ----------------------------------
             Richard L. Thompson
By: /s/ Helen W. Cornell
- ----------------------------------
            Helen W. Cornell
            Attorney-in-fact

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FORM S-8

                   GARDNER DENVER, INC.

                      EXHIBIT INDEX
                      -------------
Exhibit
Number    Description
- -------   -----------

4.5       Gardner Denver, Inc. Long-Term Incentive Plan,
          as amended, filed as Exhibit 10.1 to the
          Registrant's Annual Report on Form 10-K for the
          fiscal year ended December 31, 1998, filed on
          March 30, 1999, and incorporated herein by
          reference.

5.3       Opinion of Schmiedeskamp, Robertson, Neu &
          Mitchell.

23.5      Consent of Arthur Andersen LLP.

23.6      Consent of Schmiedeskamp, Robertson, Neu &
          Mitchell (included in Exhibit 5.3).

24.3      Powers of Attorney.

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