<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON May 21, 2001
                                                       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
              GARDNER DENVER, INC. EMPLOYEE STOCK PURCHASE PLAN
                          (Full title of the Plan)

                              TRACY D. PAGLIARA
                VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                           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 (1)          share (2)           price           fee (3)
  -------------------                 --------------          ---------         ---------      ------------
<S>                                   <C>                      <C>             <C>               <C>
Common Stock, $.01
par value per share                   975,000 shares           $18.25          $17,793,750       $4,448.44

<FN>
(1)      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, 333-24921
         and 333-84397) were filed with the Securities and Exchange
         Commission on April 11, 1995, April 10, 1997 and August 3, 1999,
         respectively, (b) the additional number of shares available for
         issuance under the Employee Stock Purchase Plan, as amended, for
         which a registration statement on Form S-8 (Reg. No. 333-24921) as
         filed with the Securities and Exchange Commission on April 10,
         1997, and (c) an undeterminable number of shares which may become
         issuable pursuant to antidilution provisions of the Plans, in
         accordance with Rule 416 under the Securities Act of 1933 (the
         "Securities Act").
(2)      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 May 15, 2001.
(3)      The registration fee has been calculated pursuant to Section 6(b)
         of the Securities Act as follows: 0.025% of $17,793,750, the
         Proposed Maximum Aggregate Offering Price of the shares of stock
         registered hereby.
</TABLE>



<PAGE>
<PAGE>

                                   PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information specified by Item 1 and Item 2 of Part I of Form
S-8 is omitted from this filing in accordance with the provisions of Rule
428 under the Securities Act of 1933 and the introductory note to Part I of
Form S-8. The documents containing the information specified in Part I will
be delivered to the participants in the plans covered by this registration
statement as required by Rule 428(b).

                                   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"), on April 10,
1997, a registration statement on Form S-8 (Registration No. 333-24921) (the
"1997 Form S-8"), on August 3, 1999, a registration statement on Form S-8
(Registration No. 333-84397) (the "1999 Form S-8") relating to securities
offered under the Registrant's Long-Term Incentive Plan, as amended (the
"LTIP Plan"). The 1997 Form S-8 also related to securities offered under the
Registrant's Employee Stock Purchase Plan, as amended (the "ESP Plan"). The
contents of the 1995 Form S-8, the 1997 Form S-8 and the 1999 Form S-8,
including exhibits thereto, are incorporated herein by reference with
respect to the LTIP Plan and ESP 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)      The Registrant's latest quarterly report on Form 10-Q and
                  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.



<PAGE>
<PAGE>

         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



<PAGE>
<PAGE>

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.

ITEM 8.  EXHIBITS

         See the Exhibit Index.

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.

                  (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



<PAGE>
<PAGE>

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.




<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 May 21, 2001.

                                         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 May 21, 2001.

<TABLE>
<CAPTION>
         Signature                                                  Title
         ---------                                                  -----

<S>                                                  <C>
*      /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/ Diane K. Schumacher                       Director
 ------------------------------------------------
           Diane K. Schumacher

*      /s/ Richard L. Thompson                       Director
 ------------------------------------------------
           Richard L. Thompson

<FN>
*By:   /s/ Tracy D. Pagliara
 ------------------------------------------------
           Tracy D. Pagliara
           Attorney-in-fact
</TABLE>



<PAGE>
<PAGE>

                                  FORM S-8

                             GARDNER DENVER, INC.

<TABLE>
                                EXHIBIT INDEX
                                -------------


<CAPTION>
Exhibit
Number            Description
------            -----------
<S>               <C>
4.6               Gardner Denver, Inc. Long-Term Incentive Plan, as amended,
                  filed as Exhibit 10.1 to the Registrant's Quarterly Report
                  on Form 10-Q for the quarter ended March 31, 2001, filed
                  on May 14, 2001, and incorporated herein by reference.

5.4               Opinion of Schmiedeskamp, Robertson, Neu & Mitchell.

23.7              Consent of Arthur Andersen LLP.

23.8              Consent of Schmiedeskamp, Robertson, Neu & Mitchell
                  (included in Exhibit 5.4).

24.4              Powers of Attorney.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "gards8.txt", "description": "GARDNER DENVER, INC. FORM S-8", "secsgml_size_bytes": 18481}]
{"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", "act": "33", "file-number": "333-61314", "film-number": "1644424"}, "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 May 21, 2001
                                                       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
              GARDNER DENVER, INC. EMPLOYEE STOCK PURCHASE PLAN
                          (Full title of the Plan)

                              TRACY D. PAGLIARA
                VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                           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 (1)          share (2)           price           fee (3)
  -------------------                 --------------          ---------         ---------      ------------
Common Stock, $.01
par value per share                   975,000 shares           $18.25          $17,793,750       $4,448.44
(1)      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, 333-24921
         and 333-84397) were filed with the Securities and Exchange
         Commission on April 11, 1995, April 10, 1997 and August 3, 1999,
         respectively, (b) the additional number of shares available for
         issuance under the Employee Stock Purchase Plan, as amended, for
         which a registration statement on Form S-8 (Reg. No. 333-24921) as
         filed with the Securities and Exchange Commission on April 10,
         1997, and (c) an undeterminable number of shares which may become
         issuable pursuant to antidilution provisions of the Plans, in
         accordance with Rule 416 under the Securities Act of 1933 (the
         "Securities Act").
(2)      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 May 15, 2001.
(3)      The registration fee has been calculated pursuant to Section 6(b)
         of the Securities Act as follows: 0.025% of $17,793,750, the
         Proposed Maximum Aggregate Offering Price of the shares of stock
         registered hereby.
PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information specified by Item 1 and Item 2 of Part I of Form
S-8 is omitted from this filing in accordance with the provisions of Rule
428 under the Securities Act of 1933 and the introductory note to Part I of
Form S-8. The documents containing the information specified in Part I will
be delivered to the participants in the plans covered by this registration
statement as required by Rule 428(b).

                                   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"), on April 10,
1997, a registration statement on Form S-8 (Registration No. 333-24921) (the
"1997 Form S-8"), on August 3, 1999, a registration statement on Form S-8
(Registration No. 333-84397) (the "1999 Form S-8") relating to securities
offered under the Registrant's Long-Term Incentive Plan, as amended (the
"LTIP Plan"). The 1997 Form S-8 also related to securities offered under the
Registrant's Employee Stock Purchase Plan, as amended (the "ESP Plan"). The
contents of the 1995 Form S-8, the 1997 Form S-8 and the 1999 Form S-8,
including exhibits thereto, are incorporated herein by reference with
respect to the LTIP Plan and ESP 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)      The Registrant's latest quarterly report on Form 10-Q and
                  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.

ITEM 8.  EXHIBITS

         See the Exhibit Index.

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.

                  (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.
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 May 21, 2001.

                                         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 May 21, 2001.
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/ Diane K. Schumacher                       Director
 ------------------------------------------------
           Diane K. Schumacher

*      /s/ Richard L. Thompson                       Director
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           Richard L. Thompson
*By:   /s/ Tracy D. Pagliara
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           Tracy D. Pagliara
           Attorney-in-fact
FORM S-8

                             GARDNER DENVER, INC.

                                EXHIBIT INDEX
                                -------------
Exhibit
Number            Description
------            -----------
4.6               Gardner Denver, Inc. Long-Term Incentive Plan, as amended,
                  filed as Exhibit 10.1 to the Registrant's Quarterly Report
                  on Form 10-Q for the quarter ended March 31, 2001, filed
                  on May 14, 2001, and incorporated herein by reference.

5.4               Opinion of Schmiedeskamp, Robertson, Neu & Mitchell.

23.7              Consent of Arthur Andersen LLP.

23.8              Consent of Schmiedeskamp, Robertson, Neu & Mitchell
                  (included in Exhibit 5.4).

24.4              Powers of Attorney.