SECURITIESTable ANDof EXCHANGE COMMISSION Contents

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~FORM~~WASHINGTON, ~~10-Q~~D.C. 20549

~~(Mark~~Form 10-Q ~~One)~~

~~x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15~~(d)MARK ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~ONE)

~~For~~þ ~~the~~QUARTERLY ~~quarterly~~REPORT ~~period~~PURSUANT ~~ended~~TO ~~September~~SECTION ~~30,~~13 ~~2003~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

ORFOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004

~~¨ TRANSITION REPORT PURSUANT TO SECTION 13~~ OR ~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~o ~~the~~TRANSITION ~~transition~~REPORT ~~period~~PURSUANT ~~from to .~~TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Commission~~FOR ~~File~~THE ~~No.~~TRANSITION ~~333-75818~~PERIOD FROM TO .

~~Hanover~~Commission ~~Equipment~~File ~~Trust 2001B~~ No. 333-75818

~~(Exact~~Hanover ~~name~~Equipment ofTrust ~~registrant as specified in its~~2001B ~~charter)~~

Delaware		51-6523442
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
c/o Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, Delaware		19890
(Address of Principal Executive Offices)		(Zip Code)

(Exact name of registrant as specified in its charter)

(302) 651-1000


Delaware		51-6523442
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

(Registrant’s telephone number, including area code)


c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware		19890
(Address of Principal Executive Offices)		(Zip Code)

~~Indicate by check mark whether the registrant:~~ (1302) ~~has filed all reports to be filed by Section 13 or 15~~ 651-1000 (d)Registrant’s oftelephone ~~the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports)~~number, ~~and~~including ~~(2)~~area ~~has been subject to such filing requirements for the past 90 days. Yes þ No ¨~~code)

Indicate by check mark whether the registrant: is(1) has ~~an accelerated~~filed ~~filer~~all ~~(as~~reports ~~defined~~to inbe filed ~~Rule~~by ~~12b-2~~Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

~~Yes~~As ¨of NoJuly 30, þ2004, no common equity securities of Hanover Equipment Trust 2001B (the “Registrant”) were held by non-affiliates of the Registrant. The Registrant is a special purpose Delaware business trust and its sole equity certificate holder is General Electric Capital Corporation.

~~PART~~Indicate Iby ~~FINANCIAL~~check ~~INFORMATION~~mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

~~ITEM~~TABLE 1.OF ~~Financial Statements~~ CONTENTS

HANOVER EQUIPMENT TRUST 2001B

		Page
PART I FINANCIAL INFORMATION		3
ITEM 1. Financial Statements		3
BALANCE SHEET		3
STATEMENT OF INCOME		4
STATEMENT OF CASH FLOWS		5
NOTES TO CONDENSED FINANCIAL STATEMENTS		6
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		8
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk		11
ITEM 4. Controls and Procedures		12
PART II OTHER INFORMATION		13
ITEM 6: Exhibits and Reports on Form 8-K		13
SIGNATURES		14
EXHIBIT INDEX		15
Certification pursuant to Section 302
Certification pursuant to Section 906

~~BALANCE SHEET~~ 2

(unaudited)Table of Contents

~~(in~~PART ~~thousands)~~I FINANCIAL INFORMATION

	September 30,2003		December 31,2002
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	—
Accounts receivable—rents		1,915		8,596
Total current assets		1,915		8,596
Rental equipment		257,750		257,750
Total assets	$	259,665	$	266,346
LIABILITIES AND CERTIFICATE HOLDER’S EQUITY
Current liabilities:
Accrued liabilities	$	31	$	157
Interest payable		1,823		8,176
Equity certificate yield payable		61		263
Total current liabilities		1,915		8,596
Notes payable		250,000		250,000
Total liabilities		251,915		258,596
Commitments and contingencies (Note 3)
Certificate holder’s equity:
Equity certificates		7,750		7,750
Trust earnings (deficit)		—		—
Certificate holder’s equity		7,750		7,750
Total liabilities and certificate holder’s equity	$	259,665	$	266,346

ITEM 1. Financial Statements

~~The~~HANOVER ~~accompanying~~EQUIPMENT ~~notes~~TRUST 2001B ~~are~~BALANCE anSHEET (in ~~integral part of these condensed financial statements.~~ thousands)


	June 30,		December 31,
	2004		2003
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	—
Accounts receivable—rents		7,412		7,397

Total current assets		7,412		7,397
Rental equipment		257,750		257,750

Total assets	$	265,162	$	265,147

LIABILITIES AND CERTIFICATE HOLDER’S EQUITY
Current liabilities:
Accrued liabilities	$	59	$	42
Interest payable		7,292		7,291
Equity certificate yield payable		61		64

Total current liabilities		7,412		7,397
Notes payable		250,000		250,000

Total liabilities		257,412		257,397

Commitments and contingencies (Note 3)
Certificate holder’s equity:
Equity certificates		7,750		7,750
Trust earnings (deficit)		—		—

Certificate holder’s equity		7,750		7,750

Total liabilities and certificate holder’s equity	$	265,162	$	265,147

~~HANOVER~~The ~~EQUIPMENT~~accompanying ~~TRUST~~notes ~~2001B~~are an integral part of these condensed financial statements.

~~STATEMENT OF INCOME~~ 3

(unaudited)Table of Contents

HANOVER EQUIPMENT TRUST 2001B STATEMENT OF INCOME (unaudited) (in thousands)

	Three MonthsEndedSeptember 30,					Nine Months Ended September 30,
	Three Months Ended							Six Months Ended
	2003		2002			2003			2002
	June 30,							June 30,
Rental revenue	$	5,631	$	6,278		$	17,542		$	19,234
	2004			2003				2004			2003
Interest expense on rental equipment		5,400		6,052			16,838			18,045
Rental revenue	$	5,681		$	5,712			$	11,362		$	11,911
Excess rental revenue over interest expense on rental equipment		231		226			704			1,189
Interest expense on rental equipment		5,469			5,469				10,938			11,438
Operating expense		39		26			138			593
Excess rental revenue over interest expense on rental equipment		212			243				424			473
Net income	$	192	$	200		$	566		$	596
Operating expense		26			56				53			99
Net income	$	186		$	187			$	371		$	374

The accompanying notes are an integral part of these condensed financial statements.

3 4

HANOVERTable EQUIPMENTof TRUST 2001B Contents

HANOVER EQUIPMENT TRUST 2001B STATEMENT OF CASH FLOWS (unaudited) (in thousands)

(unaudited)


	Six Months Ended
	June 30,
	2004			2003
Cash flows from operating activities:
Net income	$	371		$	374
Changes in assets and liabilities
Accounts receivable—rents		(15	)		831
Interest payable		1			(734	)
Accrued liabilities		17			(85	)

Net cash provided by operating activities		374			386

Cash flows from investing activities:		—			—

Net cash used in investing activities		—			—

Cash flows from financing activities
Equity certificates yield paid		(374	)		(386	)

Net cash used in financing activities		(374	)		(386	)

Net increase (decrease) in cash and cash equivalents		—			—
Cash and cash equivalents at beginning of period		—			—

Cash and cash equivalents at end of period	$	—		$	—

Supplemental disclosure of cash flow information:
Interest paid	$	10,937		$	12,171

~~(in~~The ~~thousands)~~accompanying notes are an integral part of these condensed financial statements.

	Nine Months EndedSeptember 30,
	2003			2002
Cash flows from operating activities:
Net income	$	566		$	596
Changes in assets and liabilities
Accounts receivable—rents		6,681			5,218
Interest payable		(6,353	)		(5,316	)
Accrued liabilities		(126	)		323
Net cash provided by operating activities		768			821
Cash flows from investing activities:
Net cash used in investing activities		—			—
Cash flows from financing activities:
Equity certificates yield paid		(768	)		(821	)
Net cash used in financing activities		(768	)		(821	)
Net increase (decrease) in cash and cash equivalents		—			—
Cash and cash equivalents at beginning of period		—			—
Cash and cash equivalents at end of period	$	—		$	—
Supplemental disclosure of cash flow information:
Interest paid	$	23,192		$	23,362

TheTable accompanying notes are an integral part of these condensed financial statements. Contents

4HANOVER EQUIPMENT TRUST 2001B NOTES TO CONDENSED FINANCIAL STATEMENTS

~~HANOVER~~1. ~~EQUIPMENT~~BASIS ~~TRUST~~OF ~~2001B~~ PRESENTATION

~~NOTES~~The TOaccompanying ~~CONDENSED~~unaudited ~~FINANCIAL~~condensed ~~STATEMENTS~~financial statements of Hanover Equipment Trust 2001B (the “Registrant”, “Trust”, “we”, “us” or “our”) included herein have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America are not required in these interim financial statements and has been condensed or omitted. It is the opinion of Wilmington Trust Company, not in its individual capacity but solely as the trustee of the Trust (the “Trustee”), that the information furnished includes all adjustments, consisting only of normal recurring adjustments, which are necessary to present fairly the financial position, results of operations, and cash flows of the Trust for the periods indicated. The financial statement information included herein should be read in conjunction with the financial statements and notes thereto included in the Trust’s Annual Financial Report on Form 10-K for the year ended December 31, 2003. These interim results are not necessarily indicative of results for a full year.

~~1. BASIS OF PRESENTATION~~ Business

The ~~accompanying~~Trust ~~unaudited~~is ~~condensed~~a ~~financial~~Delaware ~~statements~~special ofpurpose ~~Hanover~~business ~~Equipment~~trust which was formed in August 2001. The Trust ~~2001B~~was formed solely to: (1) issue the ~~“Registrant”,~~8.75% senior secured notes due 2011 (the “~~Trust~~Notes”) (see Note 2), ~~“we”~~(2) execute, ~~“us”~~deliver and perform the oroperating ~~“our”)~~agreements ~~included~~to ~~herein~~which ~~have~~it ~~been~~is ~~prepared~~a inparty, ~~accordance~~and ~~with~~(3) use ~~accounting~~the ~~principles~~proceeds ~~generally~~of ~~accepted~~the Notes inand the ~~United~~related ~~States~~equity certificates to purchase approximately $257.8 million of ~~America~~natural ~~for~~gas ~~interim~~compression ~~financial~~equipment ~~information~~from ~~and~~Hanover ~~the~~Compression ~~rules~~Limited Partnership (“HCLP”) and ~~regulations~~certain of ~~the~~its ~~Securities~~subsidiaries. ~~and~~The ~~Exchange~~equity funding, ~~Commission.~~issuance ~~Certain~~of ~~information~~the Notes and ~~footnote~~equipment ~~disclosures~~purchase ~~normally~~occurred ~~included~~on inAugust 30, ~~financial~~2001. ~~statements~~The Trust ~~prepared~~leased inits ~~accordance~~natural ~~with~~gas ~~accounting~~compression ~~principles~~equipment ~~generally~~back ~~accepted~~to inHCLP ~~the~~under ~~United~~a ten-year ~~States~~operating oflease ~~America~~(the ~~are~~“Lease”). ~~not~~In ~~required~~addition into ~~these~~rental ~~interim~~payments, ~~financial~~HCLP is ~~statements~~obligated to pay supplemental rent, costs, taxes, indemnities, and ~~have~~other amounts ~~been~~owing ~~condensed~~under orthe ~~omitted~~operating lease. ItIn isaddition, HCLP paid the underwriting, ~~opinion~~legal, accounting and other costs of ~~Wilmington~~the transactions for the Trust. ~~Company~~In February 2003, ~~not~~the inTrust ~~its~~completed ~~individual~~a ~~capacity~~registered ~~but~~offering ~~solely~~pursuant asto a ~~the~~registration ~~trustee~~statement ofon ~~the~~Form ~~Trust~~S-4 to exchange its 8.75% senior secured notes due 2011 (the “~~Trustee~~new notes”), ~~that~~for ~~the~~all ~~information~~of ~~furnished~~its ~~includes~~outstanding ~~all~~8.75% ~~adjustments,~~senior secured ~~consisting~~notes ~~only~~due of2011 ~~normal~~(the ~~recurring~~“old ~~adjustments,~~notes”). ~~that~~The ~~are~~exchange ~~necessary~~offer toprovided ~~present~~that ~~fairly~~holders of the ~~financial~~old ~~position,~~notes ~~results~~would ofreceive ~~operations~~$1,000 ~~and~~principal ~~cash~~amount ~~flows~~ of ~~the~~applicable ~~Trust~~new notes for each ~~the~~$1,000 ~~periods~~principal ~~indicated~~amount of old notes exchanged. The ~~financial~~terms ~~statement~~of ~~information~~the ~~included~~new ~~herein~~notes are ~~should~~identical ~~be read~~to inthe ~~conjunction~~terms ~~with~~of the ~~financial~~applicable ~~statements~~old ~~and~~notes except that the new notes ~~thereto~~are ~~included~~freely intransferable under the ~~(i)~~Securities ~~Trust’s~~Act ~~Special~~of ~~Financial~~1933 ~~Report~~and ondo ~~Form~~not ~~10-K~~have any ~~for~~exchange ~~the~~or ~~year~~registration ~~ended~~rights. ~~December~~In 31March 2003, ~~2002~~the exchange offer was completed and ~~(ii)~~all ~~Trust’s~~of ~~Quarterly~~the ~~Reports~~old onnotes ~~Form~~were ~~10-Q~~exchanged for ~~the~~new ~~quarterly~~notes. Because the ~~periods~~dates ~~ended~~of ~~March~~these ~~31,~~financial ~~2003~~statements relate to periods prior to and ~~June~~after 30the exchange, ~~2003.~~when ~~These~~we ~~interim~~refer ~~results~~to the “Notes” in these notes to financial statements we are ~~not~~referring ~~necessarily~~collectively ~~indicative~~to ofthe ~~results~~old ~~for~~notes aand ~~full~~the ~~year.~~new notes, unless otherwise indicated.

~~Business~~2. Notes Payable

~~The Trust is a Delaware special purpose business trust that was formed in August 2001. The Trust was formed solely to: (i) issue the 8.75% senior secured notes due 2011 (the “~~Notes”) ~~(see~~payable ~~Note~~at 2), (ii) execute, deliver and perform the operating agreements to which it is a party, and (iii) use the proceeds of the Notes and the related equity certificates to purchase approximately $257.8 million of natural gas compression equipment from Hanover Compression Limited Partnership (“HCLP”) and certain of its subsidiaries. The equity funding, issuance of the Notes and equipment purchase occurred on August June 30, ~~2001.~~2004 The Trust leased its natural gas compression equipment back to HCLP under a ten-year operating lease (the “Lease”). In addition to rental payments, HCLP is obligated to pay supplemental rent, costs, taxes, indemnities, and ~~other amounts owing under the operating lease. In addition~~December 31, ~~HCLP~~2003 ~~paid~~consisted ~~the underwriting, legal, accounting and other costs~~ of the ~~transactions for the Trust. In February 2003, the Trust completed a registered offering pursuant to a registration statement on Form S-4 to exchange its 8.75% senior secured notes due 2011 (the~~following ~~“new notes”) for all of its outstanding 8.75% senior secured notes due 2011~~ (~~the~~in ~~“old notes”~~thousands)~~. The exchange offer provided that holders of the old notes would receive $1,000 principal amount of applicable new notes for each~~: $1,000 principal amount of old notes exchanged. The terms of the new notes are identical to the terms of the applicable old notes except that the new notes are freely transferable under the Securities Act of 1933 and do not have any exchange or registration rights. In March 2003, the exchange offer was completed and all of the old notes were exchanged for new notes. Because the dates of these financial statements relate to periods prior to and after the exchange, when we refer to the ~~“Notes” in these notes to financial statements, we are referring collectively to the old notes and the new notes, unless otherwise indicated.~~

2.Senior Secured Notes—fixed ~~Payable~~rate of 8.75% due September 1, 2011, interest payable semi-annually on March 1 and September 1 $ 250,000

The Notes ~~payable~~are atobligations ~~September~~of 30the Trust and are collateralized by all of the equipment, ~~2003~~rents and ~~December~~supplemental 31rents covered by the Lease. In addition, ~~2002~~the Trust’s ~~consisted~~obligations ofunder the ~~following~~Notes are jointly and severally guaranteed, unconditionally and on a senior subordinated basis, by Hanover Compressor Company (“Hanover”), the ultimate parent company of HCLP, and HCLP for an amount up to 70.0% of the aggregate principal balance of Notes outstanding, which is equal to the final rent payment under the Lease. If there is an event of default under the Lease, Hanover and HCLP guarantee, jointly and severally, on a senior subordinated basis, all of the Trust’s obligations under the Notes. Hanover unconditionally guarantees on a senior subordinated basis all of HCLP’s obligations under the Lease. The obligations of HCLP under the Lease are subordinated in ~~thousands):~~right of payment to all existing and future senior indebtedness of HCLP. The obligations of Hanover and HCLP under the guarantee are subordinated in right of payment to all existing and future senior indebtedness of such guarantor. Each guarantee ranks equally in right of payment with all senior subordinated debt and senior to all subordinated debt of such guarantor. The estimated fair market value of the Notes was approximately $268 million and $265 million at June 30, 2004 and December 31, 2003, respectively.

~~Senior Secured Notes—fixed rate of 8.75% due September 1, 2011, interest payable semi-annually on March 1 and September 1 $ 250,000~~6

TheTable Notes are obligations of the Trust and are collateralized by all of the equipment, rents and supplemental rents covered by the Lease. In addition, the Trust’s obligations under the Notes are jointly and severally guaranteed, unconditionally and on a senior subordinated basis, by Hanover Compressor Company (“Hanover”), the ultimate parent company of HCLP, and HCLP for an amount up to 70.0% of the aggregate principal balance of Notes outstanding, which is equal to the final rent payment under the Lease. If there is an event of default under the Lease, Hanover and HCLP guarantee, jointly and severally, on a senior subordinated basis, all of the Trust’s obligations under the Notes. Hanover unconditionally guarantees on a senior subordinated basis all of HCLP’s obligations under the Lease. The obligations of HCLP under the Lease are subordinated in right of payment to all existing and future senior indebtedness of HCLP. The obligations of Hanover and HCLP under the guarantee are subordinated in right of payment to all existing and future senior indebtedness of such guarantor. Each guarantee ranks equally in right of payment with all senior subordinated debt and senior to all subordinated debt of such guarantor. The estimated fair market value of the Notes was approximately $257 million and $241 million at September 30, 2003 and December 31, 2002, respectively. Contents

5All payments that are received by the Trust under the Lease or guarantee will be applied first to the amounts due under the Notes. The payment of principal, premium, if any, and interest on the Notes are senior in right of payment to the payment in full of amounts due under the equity certificates.

~~All~~Prior ~~payments~~to ~~that~~September 1, ~~are~~2004, ~~received~~if byHanover ~~the~~raises ~~Trust~~proceeds ~~under~~from one or more bona fide underwritten sales to the ~~Lease~~public orof ~~guarantee~~Hanover’s ~~will~~common bestock ~~applied~~and ~~first~~Hanover causes HCLP to repurchase equipment from the ~~amounts~~Trust, ~~due~~the ~~under~~Trust is required to apply the proceeds it receives to redeem up to 35% of the Notes. ~~The~~at ~~payment~~a redemption price of 108.75% of the principal, ~~premium,~~amount ifthereof. ~~any~~Otherwise, ~~and~~the ~~interest~~Trust ondoes not have the right to redeem the Notes ~~are~~until ~~senior~~September 1, in2006. ~~right~~On ofand ~~payment~~after September 1, to2006, the ~~payment~~Trust may redeem the Notes, in ~~full~~whole ofor ~~amounts~~in ~~due~~part, ~~under~~if the Trust ~~equity~~pays ~~certificates.~~the redemption prices indicated below:

Prior to September 1, 2004, if Hanover raises proceeds from one or more bona fide underwritten sales to the public of Hanover’s common stock and Hanover causes HCLP to repurchase equipment from the Trust, the Trust is required to apply the proceeds it receives to redeem up to 35% of the Notes at a redemption price of 108.75% of the principal amount thereof. Otherwise, the Trust does not have the right to redeem the Notes until September 1, 2006. After September 1, 2006, the Trust may redeem the Notes, in whole or in part, if the Trust pays the redemption prices indicated below:


	Percentage
After Sept 1, 2006		104.375	%
After Sept 1, 2007		102.917	%
After Sept 1, 2008		101.458	%
After Sept 1, 2009		100.000	%

	Percentage
After Sept 1, 2006	104.375	%
After Sept 1, 2007	102.917	%
After Sept 1, 2008	101.458	%
After Sept 1, 2009	100.000	%

The Trust is not affiliated with Hanover or HCLP. The indenture and participation agreement governing the Notes contain covenants that restrict the Trust’s ability to, among other things: incur liens, incur additional indebtedness, enter any other transactions, make investments, liquidate, and engage in non-related lines of business. In addition, the indenture and participation agreement governing the Notes contain covenants that limit Hanover’s and HCLP’s ability to engage in certain activities and transactions.

~~The~~In February 2003, the Trust iscompleted ~~not~~a ~~affiliated~~registered ~~with~~offering pursuant to a ~~Hanover~~registration orstatement ~~HCLP~~on Form S-4 to exchange its 8.75% senior secured notes due 2011 for all of its outstanding old notes. The ~~indenture~~terms ~~and~~of ~~participation~~the ~~agreement~~new ~~governing~~notes are identical to the ~~Notes~~terms ~~contain~~of ~~covenants~~the old notes except that ~~restrict~~the new notes are freely transferable under the ~~Trust’s~~Securities ~~ability~~Act ~~to,~~and ~~among~~do ~~other~~not ~~things:~~have ~~incur~~any ~~liens,~~exchange ~~incur~~or registration ~~additional~~rights. ~~indebtedness,~~Because ~~enter~~the ~~into~~exchange ~~any~~offer ~~other~~was ~~transactions,~~not ~~make~~completed within the ~~investments~~specified time frame, ~~liquidate~~the Trust received additional rent in the amount of approximately $48,000 per week and ~~engage~~was inrequired ~~non-related~~to ~~lines~~pay this amount as additional interest to the holders of ~~business~~the Notes. InThe ~~addition~~additional rental income and interest expense began accruing on January 28, 2002 and ended on March 13, 2003 when the ~~indenture~~exchange ~~and~~offer ~~participation~~was ~~agreement~~completed. ~~governing~~For the ~~Notes~~six ~~contain~~months ~~covenants~~ended ~~that~~June 30, 2003 ~~limit~~the ~~Hanover’s~~Trust recognized approximately $501,000 in additional rental income and ~~HCLP’s~~interest ~~ability~~expense. toIn ~~engage~~March 2003, inthe ~~certain~~exchange ~~activities~~offer was completed and all ~~transactions.~~of the old notes were exchanged for new notes.

~~In February 2003, the Trust completed a registered offering pursuant to a registration statement on Form S-4 offering to exchange its 8~~3.~~75%~~ ~~senior~~Commitments secured notes due 2011 for all of its outstanding old notes. The terms of the new notes are identical to the terms of the old notes except that the new notes are freely transferable under the Securities Act and ~~do not have any exchange or registration rights. Because the exchange offer was not completed within the specified time frame, the Trust received additional rent in the amount of approximately $48,000~~Contingencies per week and was required to pay this amount as additional interest to the holders of the Notes. The additional rental income and interest expense began accruing on January 28, 2002 and ended on March 13, 2003 when the exchange offer was completed. For the nine months ended September 30, 2003 and September 30, 2002, the Trust has recognized approximately $432,000 and $1,639,000, respectively, in additional rental income and interest expense. In March 2003, the exchange offer was completed and all of the old notes were exchanged for new notes.

3In the ordinary course of business the Trust may be involved in various pending or threatened legal actions. ~~Commitments~~The Trust is not currently involved in any material litigation or proceeding and is not aware of any such litigation or ~~Contingencies~~proceeding threatened against it. The Trust has no other commitments or contingent liabilities which, in the judgment of the Trustee, would result in losses that would materially affect the Trust’s financial position, operating results or cash flows.

~~In the ordinary course of business the Trust may be involved in various pending or threatened legal actions~~4. ~~The~~New ~~Trust~~Accounting ~~is not currently involved in any material litigation or proceeding and is not aware of any such litigation or proceeding threatened against it. The Trust has no other commitments or~~Standards ~~contingent liabilities which, in the judgment of the Trustee, would result in losses that would materially affect the Trust’s financial position, operating results or cash flows.~~

4In January 2003, the FASB issued FIN 46. ~~New~~The ~~Accounting~~primary ~~Standards~~objectives of FIN 46 are to provide guidance on the identification of entities for which control is achieved by means other than through voting rights and the determination of when and which business enterprise should consolidate the variable interest entity (“VIE”) in its financial statements. FIN 46 applies to an entity in which either (1) the equity investors (if any) do not have a controlling financial interest or (2) the equity investment at risk is insufficient to finance that entity’s activities without receiving additional subordinated financial support from other parties. In addition, FIN 46 requires that both the primary beneficiary and all other enterprises with a significant variable interest in a VIE make additional disclosures. As revised, FIN 46 was effective immediately for VIE’s created after January 31, 2003. For special-purposes entities created prior to February 1, 2003, FIN 46 is effective at the first interim or annual reporting period ending after December 15, 2003, or December 31, 2003 for us. For entities, other than special purpose entities, created prior to February 1, 2003, FIN 46 is effective for us as of March 31, 2004. In addition, FIN 46 allows companies to elect to adopt early the provisions of FIN 46 for some, but not all, of the variable interest entities they own. The adoption of FIN 46 did not have a material effect on the Trust’s financial statements.

~~In June 2001, the Financial Accounting Standards Board (“FASB”) issued Statements of Financial Accounting Standards (“SFAS”) 143, “Accounting for~~7 Obligations Associated with the Retirement of Long-Lived Assets.” SFAS 143 establishes the accounting standards for the recognition and measurement of an asset retirement obligation and its associated asset retirement cost. This statement was effective for the Trust beginning January 1, 2003. The adoption of SFAS 143 did not have a material effect on the Trust’s financial statements.

InTable August 2001, the FASB issued “SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS 144 addresses significant issues relating to the implementation of SFAS 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of”, and establishes a single accounting model, based on the framework established in SFAS 121, for long-lived assets to be disposed of by sale, whether previously held and used or newly acquired. This statement was effective for the Trust beginning January 1, 2002. The adoption of SFAS 144 did not have a material effect on the Trust’s financial statements. Contents

InITEM ~~April 2002, the FASB issued SFAS 145, “Rescission of FASB Statements No~~2. 4,Management’s 44Discussion and ~~64,~~Analysis ~~Amendment~~ of ~~FASB~~Financial ~~Statement~~Condition ~~No. 13,~~ and ~~Technical~~Results ~~Corrections.” The Statement updates, clarifies and simplifies existing accounting pronouncements. Provisions~~ of ~~SFAS 145 related to the rescission of Statement 4 are effective for the Trust on January 1, 2003. The provisions of~~ Operations

6DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

~~SFAS~~This ~~145~~report ~~related~~contains “forward-looking statements” intended to ~~SFAS~~qualify 13for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this report are ~~effective~~forward-looking ~~for~~statements. ~~transactions~~These ~~occurring~~forward-looking statements ~~after~~can ~~May~~generally 15be identified as such because the context of the statement will include words such as “believes,” ~~2002~~“anticipates,” “expects,” “estimates,” or words of similar import, although some forward-looking statements are expressed differently. ~~The~~Statements that describe future plans, objectives or goals of Hanover Equipment Trust ~~has~~2001B ~~adopted~~(the “Registrant,” “Trust,” “we,” “us” or “our”) are also forward looking statements. You should consider these statements carefully because they describe our expectations and beliefs concerning future business conditions, our results of operations, financial position, and our business outlook or state other “forward-looking” information based on currently available information. These forward-looking statements are subject to certain risks and uncertainties applicable to the ~~provisions~~Trust. These forward–looking statements are also subject to certain risks and uncertainties applicable to Hanover Compression Limited Partnership (“HCLP”), to which we lease all of ~~SFAS~~the ~~145~~equipment owned by the Trust, and Hanover Compressor Company (“Hanover”), the ultimate parent company of HCLP to which (along ~~did~~with ~~not~~HCLP) ~~have~~we alook ~~material~~for ~~effect~~all of the Trust’s revenue. All of these risks and uncertainties could cause actual results to differ materially from those anticipated as of the date of this report. The risks and uncertainties related to Hanover’s and HCLP’s businesses, as may be described in more detail in Hanover’s Annual Report on ~~its~~Form ~~financial~~10-K for the year ended December 31, 2003, and HCLP’s Annual Report on Form 10-K for the year ended December 31, 2003, and in subsequent filings by Hanover and HCLP with the SEC, could cause our actual results to differ from those described in, or otherwise projected or implied by, the forward-looking statements set forth herein. The risks and uncertainties include:

In• ~~November~~competition ~~2002,~~among the ~~FASB~~various ~~issued~~providers ~~Interpretation~~of ~~No.~~contract ~~(“FIN”)~~compression 45services; • reduced profit margins or the loss of market share resulting from competition, ~~“Guarantor~~including pricing pressure in Hanover’s ~~Accounting~~and HCLP’s businesses; • the introduction of competing technologies by other companies; • a prolonged substantial reduction in oil and ~~Disclosure~~natural ~~Requirements~~gas prices, which would cause a decline in the demand for ~~Guarantees,~~HCLP’s ~~Including~~compression ~~Indirect~~and ~~Guarantees~~oil ofand ~~Indebtedness~~natural ofgas ~~Others”~~production equipment; • governmental safety, health and environmental regulations which ~~clarifies~~could ~~disclosure~~require Hanover and ~~recognition/measurement~~HCLP ~~requirements~~to ~~related~~make significant expenditures; • currency fluctuations and changes in interest rates; • changes in economic or political conditions in the countries in which Hanover and HCLP do business; • adverse results in litigation or regulatory proceedings to ~~certain~~which ~~guarantees.~~Hanover ~~The~~and/or ~~disclosure~~HCLP ~~requirements~~is ~~are~~a ~~effective~~party; ~~for~~• ~~financial~~inability ~~statements~~of ~~issued~~Hanover ~~after~~or ~~December~~HCLP 15to comply with covenants in or defaults under, ~~2002~~their debt agreements and the ~~recognition/measurement~~agreements ~~requirements~~related ~~are effective~~to ontheir acompression ~~prospective~~equipment ~~basis~~lease ~~for~~obligations ~~guarantees~~and ~~issued~~the decreased financial flexibility associated with Hanover’s and HCLP’s substantial debt; • Hanover’s or ~~modified~~HCLP’s ~~after~~future ~~December~~ability 31to refinance existing or incur additional indebtedness to fund Hanover’s and HCLP’s business; • increases in Hanover’s and HCLP’s senior indebtedness, ~~2002.~~and ~~The~~increases ~~Trust~~in ~~has~~any ~~adopted~~indebtedness ~~FIN~~and 45other liabilities of Hanover’s and HCLP’s respective subsidiaries, which ~~did~~in ~~not~~each ~~have~~such acase ~~material~~are ~~effect~~senior onto ~~its~~the ~~financial~~obligations ~~statements.~~of Hanover and HCLP under the guarantees; • adverse changes in Hanover’s or HCLP’s credit rating; • legislative changes in the various countries in which Hanover and/or HCLP do business;

In January 2003, the FASB issued FIN 46, “Consolidation of Variable Interest Entities, an interpretation of ARB 51.” The primary objectives of FIN 46 are to provide guidance on the identification of entities for which control is achieved through means other than through voting rights (“variable interest entities” or “VIEs”) and how to determine when and which business enterprise should consolidate the VIE (the “primary beneficiary”). This new model for consolidation applies to an entity in which either (i) the equity investors (if any) do not have a controlling financial interest or (ii) the equity investment at risk is insufficient to finance that entity’s activities without receiving additional subordinated financial support from other parties. In addition, FIN 46 requires that both the primary beneficiary and all other enterprises with a significant variable interest in a VIE make additional disclosures. On October 8~~, 2003, the FASB provided a deferral of the latest date by which all public companies must adopt FIN 46. The deferral provides that FIN 46 be applied,~~ at the latest, to the first reporting period ending after December 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. In addition, the deferral allowed companies to elect to adopt early the provisions of FIN 46 for some but not all of the variable interest they hold. The Trust does not believe the adoption of FIN 46 will have a material effect on its financial statements.

InTable April 2003, the FASB issued SFAS 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”. This Statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS 133, “Accounting for Derivative Instruments and Hedging Activities.” This Statement is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. All provisions of this Statement will be applied prospectively. The Trust has adopted the provisions of SFAS 149, which did not have a material effect on its financial statements. Contents

In• ~~May~~the ~~2003,~~current or future value of the ~~FASB~~equipment ~~issued~~may ~~SFAS~~be ~~150~~less than the appraised value, ~~“Accounting~~and ~~for~~the ~~Certain~~proceeds ~~Financial~~realized ~~Instruments~~upon the exercise of remedies may not be sufficient to satisfy in full amounts owing on the notes; • Hanover’s or HCLP’s inability to renew its short-term leases of equipment with ~~Characteristics~~its customers so as to fully recoup the cost of ~~both~~the ~~Liabilities~~equipment; • Hanover’s or HCLP’s inability to generate sufficient cash, access capital markets or to incur indebtedness to fund their business; • Losses incurred by Hanover and ~~Equity”.~~ ~~The~~HCLP ~~Statement~~due ~~changes~~to ~~the~~inherent ~~accounting~~risks ~~for~~associated ~~certain~~with ~~financial~~their ~~instruments~~operations, ~~that~~including equipment defects, ~~under~~malfunctions ~~previous~~and ~~guidance~~failures and natural disasters; • War, ~~issuers~~social ~~could~~unrest, ~~account~~terrorist ~~for~~attacks, asand/or ~~equity.~~the ~~The~~responses ~~new~~thereto; ~~Statement~~• ~~requires~~Hanover’s ~~that~~and/or ~~those~~HCLP’s ~~instruments~~inability beto successfully integrate acquired businesses; • Hanover’s and/or HCLP’s inability to execute their exit and sale strategy with respect to assets classified on their balance sheet as ~~liabilities~~discontinued inoperations ~~statements~~and ~~of financial~~held ~~position.~~for ~~This~~sale; ~~Statement~~• isHanover’s ~~effective~~and/or HCLP’s inability to properly implement their new enterprise resource planning systems used for ~~financial~~integration ~~instruments~~of ~~entered~~their ~~into~~accounting, operations and information systems; • Hanover’s and/or ~~modified~~HCLP’s ~~after~~inability ~~May~~to ~~31,~~reduce ~~2003~~debt relative to their total capitalization; • Changes in federal bankruptcy or tax law, comparable state laws or accounting principles; and ~~otherwise~~• isUncertainty ~~effective~~with atrespect to the ~~interim~~contingent ~~period~~note ~~beginning~~of ~~after~~Hanover ~~June~~as 15a result of the October 23, 2003. ~~The~~Stipulation ~~Trust~~and ~~does~~Agreement ~~not~~of ~~believe~~Settlement ~~the~~with ~~adoption~~a principal amount of ~~SFAS 150~~$6.7 ~~will~~million ~~have~~due awith ~~material~~accrued ~~effect~~interest on ~~its~~March ~~financial~~31, ~~statements~~2007 unless the note is extinguished (with no money owed under it) if Hanover’s common stock trades at or above the average price of $12.25 per share for 15 consecutive trading days at any time between March 31, 2004 and March 31, 2007.

7All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. The forward-looking statements included herein are only made as of the date of this report, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

~~ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~ GENERAL

~~DISCLOSURE~~The ~~REGARDING~~Trust ~~FORWARD-LOOKING~~is ~~STATEMENTS~~a Delaware special purpose business trust which was formed in August 2001 for the purpose of purchasing natural gas compression equipment and leasing that equipment to HCLP under an operating lease (the “Lease”). In August 2001, the Trust purchased approximately $257.8 million of gas compression equipment from HCLP and its subsidiaries to be leased back to HCLP pursuant to the Lease. The purchase was financed by the issuance of $250 million of 8.75% senior secured notes and $7.75 million in equity investment from the Trust’s equity certificate holder.

~~This~~In ~~report~~February 2003, ~~contains “forward-looking statements” intended to qualify for~~ the ~~safe harbors~~Trust ~~from~~completed ~~liability~~a ~~established~~registered byoffering ~~the~~pursuant ~~Private~~to ~~Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this report are forward-looking statements. These forward-looking statements can~~a ~~generally~~registration ~~be identified as such because the context of the~~ statement ~~will~~on ~~include~~Form ~~words~~S-4 ~~such~~to asexchange ~~“believes,”~~its ~~“anticipates,”~~new ~~“expects,”~~notes ~~“estimates,”~~for orall ~~words~~ of ~~similar import, although some forward-looking~~its ~~statements~~outstanding ~~are~~old ~~expressed differently~~notes. ~~Statements~~Pursuant ~~that~~to ~~describe~~the ~~future~~exchange ~~plans~~offer, ~~objectives~~holders ~~or goals~~ of ~~Hanover Equipment Trust 2001B (~~the ~~“Registrant,”~~old ~~“Trust,” “we,” “us” or “our”) are also forward~~notes ~~looking~~received ~~statements. You should consider these statements carefully because they describe our expectations and beliefs concerning future business conditions~~$1,000 ~~our~~principal ~~results~~amount of ~~operations,~~applicable ~~financial~~new ~~position,~~notes ~~and~~for ~~our~~each ~~business outlook or state other~~$1,000 ~~“forward-looking”~~principal ~~information~~amount ~~based~~of onold ~~currently~~notes ~~available information~~exchanged. ~~These~~The ~~forward-looking~~terms ~~statements~~of ~~are subject to certain risks and uncertainties applicable to~~ the ~~Trust.~~new ~~These~~notes ~~forward–looking statements~~ are ~~also subject to~~ ~~certain~~identical ~~risks and uncertainties applicable~~ to ~~Hanover~~the ~~Compression~~terms ~~Limited Partnership (“HCLP”), to which we lease all~~ of the ~~equipment~~applicable ~~owned~~old bynotes ~~the~~except ~~Trust,~~that ~~and Hanover Compressor Company (“Hanover”),~~ the ~~ultimate~~new ~~parent company of~~notes ~~HCLP~~are tofreely ~~which~~transferable ~~(along~~under ~~with HCLP) we look for all of~~ the ~~Trust’s~~Securities ~~revenue.~~Act ~~All~~ of ~~these~~1933 ~~risks~~ and ~~uncertainties~~do ~~could~~not ~~cause~~have ~~actual~~any exchange ~~results~~or toregistration ~~differ materially from those anticipated as of the date of this report~~rights. The ~~risks~~exchange ~~and~~offer ~~uncertainties related~~was tocompleted ~~Hanover’s~~in March 2003 and ~~HCLP’s~~all ~~businesses,~~of asthe ~~may~~old benotes ~~described~~were inexchanged ~~more~~for ~~detail~~new innotes. ~~Hanover’s~~References ~~annual~~to ~~report on Form 10-K for~~ the “Notes” ~~year ended December 31, 2002, and~~ in ~~subsequent~~this ~~filings~~Management’s byDiscussion ~~Hanover~~ and ~~HCLP~~Analysis ~~with~~of ~~the~~Financial ~~SEC,~~Condition ~~could cause our~~and ~~actual~~Results ~~results~~of toOperations ~~differ~~mean ~~from~~the ~~those~~old ~~described~~notes ~~in,~~and orthe ~~otherwise~~new ~~projected or implied by~~notes, ~~the forward-looking statements set forth herein~~collectively. ~~The risks and uncertainties include:~~

•The ~~competition~~assets ~~among~~and source of revenue available to repay the ~~various~~notes ~~providers~~and satisfy the claims of ~~contract~~holders ~~compression~~of ~~services;~~the notes are limited, as the Trust has no assets other than its interests in the equipment leased to HCLP, and no source of revenue other than the payments under the Lease

~~• reduced profit resulting from pricing pressure in Hanover’s and HCLP’s businesses;~~9

•Table the introduction of competing technologies by other companies;Contents

•and athe ~~prolonged,~~Hanover ~~substantial~~and ~~reduction~~HCLP inguarantees. ~~oil~~The notes are obligations of the Trust only, and ~~gas~~are ~~prices~~not ~~which~~obligations ~~would~~of ~~cause~~Hanover, aHCLP ~~decline~~or the Trustee. The Trust has no officers, directors or employees. The Trustee relies on receiving accurate information, reports and other representations from Hanover and HCLP in the ordinary ~~demand~~course ~~for~~of its duties as Trustee. For information about Hanover and HCLP, the holders of the notes are directed to Hanover’s ~~compression~~and HCLP’s Annual Reports on Form 10-K and ~~oil~~other reports and ~~natural~~information ~~gas~~that ~~production~~Hanover ~~equipment;~~or HCLP has filed, or will file, with the SEC under the Securities Exchange Act of 1934. In executing and submitting this report on behalf of the Trust and with respect to David A. Vanaskey, Jr. in executing the Certifications relating to this report, the Trustee and David A. Vanaskey, Jr. have relied upon the accuracy of such reports, information and representations of Hanover and HCLP.

•RESULTS ~~new~~OF ~~governmental safety, health and environmental regulations which could require Hanover and HCLP to make significant expenditures;~~OPERATIONS

•THREE ~~currency~~MONTHS ~~fluctuations~~ENDED ~~and~~JUNE ~~changes~~30, in2004 ~~interest~~COMPARED ~~rates;~~TO THREE MONTHS ENDED JUNE 30, 2003

~~• changes in economic or political conditions in the countries in which Hanover and HCLP do business;~~Revenues

•The ~~adverse~~Trust’s ~~results~~rental revenues decreased by $31,000 to $5,681,000 during the three months ended June 30, 2004 from $5,712,000 during the three months ended June 30, 2003. The decrease resulted primarily from a decrease in ~~litigation~~additional orrents received ~~regulatory~~from ~~proceedings~~HCLP to ~~which~~reimburse ~~Hanover~~the ~~and/or~~Trust ~~HCLP~~for isits aoperating ~~party;~~expenses as required under the Lease.

•The ~~inability~~Trust’s ofrental ~~Hanover~~revenue oris ~~HCLP~~based primarily on the interest accrued on the notes and the yield payable to ~~comply~~the ~~with~~equity ~~covenants~~certificate inholder. orThe ~~defaults~~interest ~~under~~rate on the notes is fixed at 8.75% and the amount of interest accrued was $5,469,000 ~~their~~for ~~debt~~the ~~agreements~~three months ended June 30, 2004 and the ~~agreements~~three ~~related~~months ended June 30, 2003. The yield to ~~their~~the ~~compression~~equity ~~equipment~~certificate ~~lease~~holder ~~obligations;~~was $186,000 for the three months ended June 30, 2004 and $187,000 for the three months ended June 30, 2003. The yield payable on the equity certificates will vary depending upon the certificate holder yield rate (9.5% as of June 30, 2004 and 9.6% as of June 30, 2003). Return on the equity certificates accrues at the Eurodollar rate or, in certain circumstances, the prime rate, plus a spread in each case of 8.375% per year.

•In ~~inability~~addition, ofthe ~~Hanover~~Trust orreceived ~~HCLP~~additional rents to ~~negotiate~~reimburse ait, ~~satisfactory~~as ~~replacement~~required under orthe ~~amendment~~Lease, for its operating expenses and for the costs of ~~their~~the ~~bank~~securities registration. ~~credit~~These ~~facility~~additional ~~which~~rents ~~matures~~amounted into ~~November~~$26,000 offor the three months ended June 30, 2004; and $56,000 for the three months ended June 30, 2003.

• inability of Hanover or HCLP to negotiate a satisfactory amendment or waiver to the financial covenants in their existing bank credit facility should Hanover and HCLP not be able to close on a satisfactory replacement or amendment to the bank credit facility in the fourth quarter of 2003;Expenses

•Interest ~~increases~~expense infor ~~Hanover’s~~both ~~and~~the ~~HCLP’s~~three ~~senior~~months ~~indebtedness~~ended June 30, ~~and~~2004 ~~increases in any indebtedness~~ and ~~other~~the ~~liabilities~~three months ofended ~~Hanover’s and HCLP’s respective subsidiaries~~June 30, ~~which~~2003 inwas ~~each such case are senior to the obligations of Hanover and HCLP under the guarantee;~~$5,469,000.

•Operating ~~adverse~~expenses ~~changes~~decreased inby ~~Hanover’s~~$30,000 ~~credit~~or ~~rating;~~approximately 54% to $26,000 during the three months ended June 30, 2004 from $56,000 during the three months ended June 30, 2003. The decrease resulted from reduced legal expenses.

•SIX ~~legislative~~MONTHS ~~changes~~ENDED inJUNE ~~the~~30, ~~various~~2004 ~~countries~~COMPARED inTO ~~which~~SIX ~~Hanover~~MONTHS ~~and/or~~ENDED ~~HCLP~~JUNE do30, ~~business;~~2003

8 Revenues

•The ~~the~~Trust’s ~~current~~rental revenues decreased by $549,000 or ~~future~~approximately ~~value~~5% ofto $11,362,000 during the ~~equipment~~six ~~may~~months beended ~~less~~June 30, ~~than~~2004 from $11,911,000 during the ~~appraised~~six ~~value~~months ended June 30, ~~and~~2003. ~~the~~The ~~proceeds~~decrease ~~realized~~resulted ~~upon~~primarily ~~the~~from ~~exercise~~a decrease ofin ~~remedies~~additional ~~may~~rents ~~not~~received befrom ~~sufficient~~HCLP to ~~satisfy~~reimburse the Trust for penalty interest and a decrease in ~~full~~rents ~~amounts~~received ~~owing~~from onHCLP to reimburse the Trust ~~notes;~~for its operating expenses as required under the Lease.

•The ~~Hanover~~Trust’s orrental ~~HCLP’s~~revenue ~~inability~~is based primarily on the interest accrued on the notes and the yield payable to ~~renew~~the ~~its~~equity ~~short-term~~certificate ~~leases~~holder. The interest rate on the notes is fixed at 8.75% and the amount of ~~equipment~~interest ~~with~~accrued ~~its~~was $10,938,000 ~~customers~~for sothe assix months ended June 30, 2004 and the six months ended June 30, 2003. The yield to ~~fully~~the ~~recoup~~equity certificate holder was $371,000 for the six ~~cost~~months ended June 30, 2004 and $374,000 for the six months ended June 30, 2003. The yield payable on the equity certificates will vary depending upon the certificate holder yield rate (9.5% as of June 30, 2004 and 9.6% as of June 30, 2003). Return on the ~~equipment;~~equity certificates accrues at the Eurodollar rate or, in certain circumstances, the prime rate, plus a spread in each case of 8.375% per year.

•In ~~Hanover’s~~February 2003, orthe ~~HCLP’s~~Trust ~~inability~~completed a registered offering to ~~generate~~exchange ~~sufficient~~its registered ~~cash,~~8.75% ~~access~~senior ~~capital~~secured ~~markets~~notes orfor toall ~~incur~~of ~~indebtedness~~its tooutstanding ~~fund~~old ~~their~~notes. Because ~~business;~~the exchange offer was not completed timely, the Trust received additional rent as reimbursement of

~~• Losses incurred by Hanover and HCLP due to inherent risks associated with their operations, including equipment defects, malfunctions and failures and natural disasters;~~10

•Table War,of social unrest, terrorist attacks, and/or the responses thereto;Contents

•penalty ~~Hanover’s~~interest for the period January 28, 2002 through March 13, 2003. This rent was $501,000 for the six months ended March 31, 2003. On March 13, 2003, the exchange offer was completed and~~/or~~ HCLP’s ~~inability~~obligation to ~~successfully~~pay ~~integrate~~this ~~acquired businesses;~~penalty ended.

•In ~~Hanover’s~~addition, ~~and/or~~the ~~HCLP’s~~Trust ~~inability~~received additional rents to ~~execute~~reimburse ~~their~~it, ~~exit~~as required under the Lease, for its operating expenses and ~~sale~~for ~~strategy~~the ~~with~~costs ~~respect~~of tothe ~~assets~~securities registration. ~~classified~~These onadditional ~~their~~rents ~~balance~~amounted ~~sheet~~to as$53,000 ~~discontinued~~for ~~operations~~the six months ended June 30, 2004 and ~~held~~$99,000 for ~~sale;~~the six months ended June 30, 2003.

• Hanover’s and/or HCLP’s inability to conclude the agreed-upon settlement of the securities-related litigation and adverse results in other litigation brought by plaintiffs that are not party to the settlement;Expenses

•Interest ~~Fluctuations~~expense indecreased ~~Hanover’s~~by $500,000 or ~~HCLP’s~~approximately ~~net~~4% ~~income~~to ~~attributable~~$10,938,000 during tothe ~~changes~~six inmonths ended June 30, 2004 from $11,438,000 during the ~~fair~~six months ~~value~~ended ofJune 30, ~~their~~2003. ~~common~~The ~~stock~~decrease ~~which~~resulted ~~will~~from bethe ~~used~~decrease toin ~~fund~~penalty interest during the ~~settlement~~six months ended March 31, 2004 due to the completion of the exchange ~~securities-related~~offer ~~litigation;~~relating to the Notes on March 13, 2003.

•Operating ~~Adverse~~expenses ~~results~~decreased inby ~~Hanover’s~~$46,000 ~~pending~~or ~~investigation~~approximately by46% to $53,000 during the ~~Securities~~six months ended June 30, 2004 from $99,000 during the six months ended June 30, 2003. The decrease resulted from reduced exchange offering expenses and ~~Exchange~~lower ~~Commission;~~legal expenses.

•LIQUIDITY ~~Hanover’s~~AND ~~and/or~~CAPITAL ~~HCLP’s inability to properly implement new enterprise resource planning systems used for integration of their accounting, operations and information systems;~~RESOURCES

•Under ~~Hanover’s~~the triple net lease terms on the equipment, all of the costs of maintaining and~~/or~~ financing the equipment are borne by HCLP’s, ~~inability~~as tothe ~~reduce~~lessee. ~~debt~~The Trust ~~relative~~believes that it has adequate capital resources for the nature of its business and that the funds provided by operations will be sufficient to satisfy ~~their~~its ~~total~~obligations. ~~capitalization;~~Because the Trust is limiting activities to the ownership, financing and leasing of equipment under the operating lease, the Trust does not believe it will have any need to obtain additional debt or equity financing for its current operations.

•The ~~Changes~~Trust’s incash ~~federal~~and ~~bankruptcy~~cash orequivalents ~~tax~~balance ~~law~~at June 30, ~~comparable~~2004 ~~state~~and ~~laws~~December 31, 2003 orwas ~~accounting~~$0, ~~principles~~respectively. Operating activities for the six months ended June 30, 2004 provided $374,000, which was used for the payment of the equity certificates yield due.

~~All~~The ~~subsequent~~Notes ~~written~~are obligations of the Trust and ~~oral~~are ~~forward-looking~~collateralized ~~statements~~by ~~attributable~~all toof usthe equipment, orrents ~~any~~and ~~person~~supplemental ~~acting~~rents oncovered ~~our~~by ~~behalf~~the Lease. In addition, the Trust’s obligations under the Notes are ~~expressly~~jointly ~~qualified~~and inseverally guaranteed, ~~their~~unconditionally ~~entirety~~and on a senior subordinated basis, by Hanover, the ~~cautionary~~ultimate parent ~~statements~~company ~~contained~~of orHCLP, ~~referred~~and HCLP for an amount up to in70.0% ~~this~~of ~~section~~the aggregate principal balance of Notes outstanding, which is equal to the final rent payment under the Lease. If there is an event of default under the Lease, Hanover and HCLP guarantee, jointly and severally, on a senior subordinated basis, all of the Trust’s obligations under the Notes. Hanover unconditionally guarantees on a senior subordinated basis all of HCLP’s obligations under the Lease. The ~~forward-looking~~obligations ~~statements~~of ~~included~~HCLP ~~herein~~under the Lease are ~~only~~subordinated ~~made~~in asright of payment ~~the~~to ~~date~~all existing and future senior indebtedness of ~~this~~HCLP. ~~report,~~The obligations of Hanover and weHCLP ~~undertake~~under nothe ~~obligation~~guarantee are subordinated in right of payment to all ~~publicly~~existing ~~update~~and future senior indebtedness of such ~~forward-looking~~guarantor. Each guarantee ~~statements~~ranks equally in right of payment with all senior subordinated debt and senior to ~~reflect~~all ~~subsequent~~subordinated ~~events~~debt orof ~~circumstances~~such guarantor. The estimated fair market value of the Notes was approximately $268 million and $265 million at June 30, 2004 and December 31, 2003, respectively.

~~GENERAL~~RECENT ACCOUNTING PRONOUNCEMENTS

~~The~~In ~~Trust~~January 2003, isthe aFASB ~~Delaware~~issued ~~special~~FIN ~~purpose~~46. ~~business~~The ~~trust~~primary ~~that~~objectives ~~was~~of ~~formed~~FIN in46 are ~~August~~to ~~2001~~provide ~~for~~guidance on the ~~purpose~~identification of ~~purchasing~~entities ~~natural~~for ~~gas~~which ~~compression~~control ~~equipment~~is achieved by means other than through voting rights and ~~leasing~~the ~~that~~determination ~~equipment~~of when toand ~~HCLP~~which ~~under~~business enterprise should consolidate the VIE in its financial statements. FIN 46 applies to an ~~operating~~entity ~~lease~~in which either (1) the ~~“Lease”~~equity investors (if any). Indo ~~August~~not ~~2001,~~have a controlling financial interest or (2) the equity ~~Trust~~investment ~~purchased~~at ~~approximately~~risk ~~$258~~is ~~million~~insufficient ofto ~~gas~~finance ~~compression~~that entity’s activities ~~equipment~~without receiving additional subordinated financial support from ~~HCLP~~other parties. In addition, FIN 46 requires that both the primary beneficiary and ~~its~~all ~~subsidiaries~~other enterprises towith bea ~~leased~~significant ~~back~~variable tointerest ~~HCLP~~in ~~pursuant~~a toVIE ~~the~~make ~~Lease~~additional disclosures. ~~The~~As ~~purchase~~revised, FIN 46 was ~~financed~~effective byimmediately for VIE’s created after January 31, 2003. For special-purposes entities created prior to February 1, 2003, FIN 46 is effective at the ~~issuance~~first ofinterim ~~$250~~or ~~million~~annual ofreporting 8period ending after December 15, 2003, or December 31, 2003 for us.~~75%~~ ~~senior~~For ~~secured~~entities, other ~~notes~~than ~~and~~special $7purpose entities, created prior to February 1, 2003, FIN 46 is effective for us as of March 31, 2004.75 ~~million~~In inaddition, ~~equity~~FIN ~~investment~~46 ~~from~~allows companies to elect to adopt early the ~~Trust’s~~provisions ~~equity~~of FIN 46 for some, but not all, of the ~~certificate~~variable ~~holder~~interest entities they own. The Trust does not believe the adoption of FIN 46 will have a material effect on its financial statements.

InITEM ~~February 2003, the Trust completed a registered offering pursuant to a registration statement on Form S-4 to exchange new notes for all of its outstanding old notes~~3. ~~Pursuant~~Quantitative to the exchange offer, holders of the old notes received $1,000 principal amount of applicable new notes for each $1,000 principal amount of old notes exchanged. The terms of the new notes are identical to the terms of the applicable old notes except that the new notes are freely transferable under the Securities Act of 1933 and doQualitative ~~not~~Disclosures ~~have~~about ~~any~~Market exchange or registration rights. The exchange offer was completed in March 2003 and all of the old notes were exchanged for new notes. References to the “Notes” in this Management’s Discussion and Analysis of Financial Condition and Results of Operations mean the old notes and the new notes, collectively. Risk

~~The~~Not ~~assets and~~Applicable source of revenue available to repay the notes and satisfy the claims of holders of the notes are limited, as the Trust has no assets other than its interests in the equipment leased to HCLP, and no source of revenue other than the payments under ~~the Lease and the Hanover and HCLP guarantees. The notes are obligations of the Trust only, and are not obligations of Hanover,~~

9 11

HCLPTable or the Trustee. The Trust has no officers, directors or employees. The Trustee relies on receiving accurate information, reports and other representations from Hanover and HCLP in the ordinary course of its duties as Trustee. For information about Hanover and HCLP, the holders of the notes are directed to Hanover’s and HCLP’s Annual Reports on Form 10-K and other reports and information that Hanover or HCLP has filed, or will file, with the SEC under the Securities Exchange Act of 1934. In executing and submitting this report on behalf of the Trust and with respect to David A. Vanaskey, Jr. in executing the Certifications relating to this report, the Trustee and David A. Vanaskey, Jr. have relied upon the accuracy of such reports, information and representations of Hanover and HCLP. Contents

~~RESULTS~~ITEM OF4. ~~OPERATIONS~~Controls and Procedures

~~THREE~~The ~~MONTHS~~Trustee ~~ENDED~~has ~~SEPTEMBER~~carried 30out an evaluation of the effectiveness of the design and operation of the Trust’s disclosure controls and procedures as of the end of the second quarter. Based upon that evaluation, ~~2003~~the ~~COMPARED~~Trustee TOconcluded ~~THREE~~that the ~~MONTHS~~Trust’s ~~ENDED~~disclosure ~~SEPTEMBER~~controls and procedures are designed to ensure that information required to be disclosed by the Trust in the reports it files or submits under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that the Trust’s disclosure controls and procedures are effective to ensure that information is accumulated and communicated to the Trustee to allow timely decisions regarding required disclosure. The Trustee, in making these determinations, has relied to the extent reasonable on information provided by Hanover and HCLP. In connection with the evaluation, no changes in the Trust’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended June 30, ~~2002~~2004 that have materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting.

~~Revenues~~ 12

TheTable Trust’sof rental revenues decreased by $647,000, or approximately 10%, to $5,631,000 during the three months ended September 30, 2003 from $6,278,000 during the three months ended September 30, 2002. The decrease resulted primarily from a decrease in rents received from HCLP to reimburse the Trust for penalty interest. Contents

~~The~~PART ~~Trust’s~~II ~~rental~~OTHER ~~revenue is based primarily on the interest accrued on the notes and~~INFORMATION the yield payable to the equity certificate holder. The interest rate on the notes is fixed at 8.75% and the amount of interest accrued was $5,469,000 for the three months ended September 30, 2003 and the three months ended September 30, 2002. The yield to the equity certificate holder was $192,000 for the three months ended September 30, 2003 and $201,000 for the three months ended September 30, 2002. The yield payable on the equity certificates will vary depending upon the certificate holder yield rate (9.5% as of September 30, 2003 and 10.1% as of September 30, 2002). Return on the equity certificates accrues at the Eurodollar rate or, in certain circumstances, the prime rate, plus a spread in each case of 8.375% per year.

InITEM ~~February~~6: ~~2003,~~Exhibits ~~the~~and ~~Trust~~Reports ~~completed~~on ~~a registered offering to exchange its registered~~ Form 8.75% senior secured notes for all of its outstanding old notes. Because the exchange offer was not completed timely, the Trust received additional rent as reimbursement of penalty interest for the period January 28, 2002 through March-K ~~13, 2003. During the third quarter of 2002, the Trust recorded additional rental revenue of $583,000. On March 13, 2003, the exchange offer was completed.~~

In(a) addition, the Trust received rents to reimburse it, as required under the Lease, for its operating expenses and for the costs of the registration. These additional rents amounted to $39,000 for the three months ended September 30, 2003 and $26,000 for the three months ended September 30, 2002. Exhibits

Expenses

31.1		Certification pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002 (furnished herewith).

~~Interest~~(b) ~~expense~~Reports ~~decreased~~submitted by $652,000, or approximately 11%, to $5,400,000 during the three months ended September 30, 2003 from $6,052,000 during the three months ended September 30, 2002. The decrease resulted from the elimination of penalty interest due to the completion of the exchange offer relating to the Notes on ~~March~~Form ~~13,~~8-K: ~~2003.~~ NONE

~~Operating expenses increased by $~~13~~,000, or approximately 50%, to $39,000 during the three months ended September 30, 2003 from $26,000 during the three months ended~~ ~~September 30, 2002. The decrease resulted from reduced exchange offering expenses.~~

NINETable MONTHSof ENDED SEPTEMBER 30, 2003 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2002 Contents

~~Revenues~~ SIGNATURES

~~The~~ Pursuant ~~Trust’s rental revenues decreased by $1,692,000, or approximately 9%,~~ to ~~$17,542,000 during~~ the ~~nine~~requirements ~~months~~of ~~ended~~the ~~September~~Securities ~~30,~~Exchange ~~2003~~Act ~~from~~of ~~$19~~1934,~~234,000~~ ~~during~~ the registrant ~~nine~~has ~~months~~duly ~~ended~~caused ~~September~~this ~~30,~~report ~~2002. The decrease resulted primarily from a decrease in rents received from HCLP~~ to ~~reimburse~~be ~~the~~signed ~~Trust~~on ~~for~~ its ~~operating~~behalf ~~expenses~~by ~~as required under~~ the undersigned, ~~Lease~~thereunto ~~and~~duly ~~additional rents received from HCLP to reimburse the Trust for penalty interest~~authorized.

~~The~~Date: Trust’s rental revenue is based primarily on the interest accrued on the notes and the yield payable to the equity certificate holder. The interest rate on the notes is fixed at 8.75% and the amount of interest accrued was $16August 13,~~406,000~~ ~~for the nine months ended September 30, 2003 and the nine months ended September 30, 2002. The yield to the equity certificate holder was~~2004

10Hanover Equipment Trust 2001B By: Wilmington Trust Company, not in its individual capacity but solely as Trustee for the Hanover Equipment Trust 2001B /s/ David A. Vanaskey, Jr. Name: David A. Vanaskey, Jr. Title: Vice President

~~$566,000~~Note: ~~for~~Because the ~~nine~~Registrant ~~months~~is ~~ended~~a ~~September~~trust ~~30,~~without ~~2003 and $596~~officers,~~000~~ ~~for~~directors ~~the nine months ended September 30~~or employees, ~~2002.~~only ~~The yield payable on~~ the ~~equity~~signature ~~certificates will vary depending upon the certificate holder yield rate (9.5% as~~ of ~~September~~an ~~30,~~officer ~~2003 and 10.1% as~~ of ~~September 30, 2002). Return on~~ the ~~equity~~trustee ~~certificates~~of ~~accrues at~~ the ~~Eurodollar~~registrant ~~rate or, in certain~~is ~~circumstances,~~available ~~the~~and ~~prime~~has ~~rate,~~been ~~plus a spread in each case of 8~~provided.~~375% per year.~~

In February 2003, the Trust completed a registered offering to exchange its registered 8.75% senior secured notes for all of its outstanding old notes. Because the exchange offer was not completed timely, the Trust received additional rent14 as reimbursement of penalty interest for the period January 28, 2002 through March 13, 2003. This rent was $432,000 for the nine months ended September 30, 2003 and $1,639,000 for the nine months ended September 30, 2002. On March 13, 2003, the exchange offer was completed.

InTable addition, the Trust received rents to reimburse it, as required under the Lease, for its operating expenses and for the costs of the registration. These additional rents amounted to $138,000 for the nine months ended September 30, 2003 and $593,000 for the nine months ended September 30, 2002. Contents

~~Expenses~~EXHIBIT INDEX

Interest expense decreased by $1,207,000, or approximately 7%, to $16,838,000 during the nine months ended September 30, 2003 from $18,045,000 during the nine months ended September 30, 2002. The decrease resulted from the elimination of penalty interest due to the completion of the exchange offer relating to the Notes on March 13, 2003.

31.1		Certification pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

~~Operating expenses decreased by $455,000, or approximately 77%, to~~15 ~~$138,000 during the nine months ended September 30, 2003 from $593,000 during the nine months ended September 30, 2002. The decrease resulted from reduced exchange offering expenses.~~

LIQUIDITY AND CAPITAL RESOURCES

Under the triple net lease terms on the equipment, all of the costs of maintaining and financing the equipment are borne by HCLP, as the lessee. The Trust believes that it has adequate capital resources for the nature of its business and that the funds provided by operations will be sufficient to satisfy its obligations. Because the Trust is limiting activities to the ownership, financing and leasing of equipment under the operating lease, the Trust does not believe it will have any need to obtain additional debt or equity financing for its current operations.

The Trust’s cash and cash equivalents balance at September 30, 2003 and December 31, 2002 was $0. Operating activities for the nine months ended September 30, 2003 provided $768,000, which was used for the payment of the equity certificates yield due.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board (“FASB”) issued Statements of Financial Accounting Standards (“SFAS”) 143, “Accounting for Obligations Associated with the Retirement of Long-Lived Assets”. SFAS 143 establishes the accounting standards for the recognition and measurement of an asset retirement obligation and its associated asset retirement cost. This statement was effective for the Trust beginning January 1, 2003. The adoption of SFAS 143 did not have a material effect on the Trust’s financial statements.

In August 2001, the FASB issued SFAS 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS 144 addresses significant issues relating to the implementation of SFAS 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,” and establishes a single accounting model, based on the framework established in SFAS 121, for long-lived assets to be disposed of by sale, whether previously held and used or newly acquired. This statement was effective for the Trust beginning January 1, 2002. The adoption of SFAS 144 did not have a material effect on the Trust’s financial statements.

In April 2002, the FASB issued SFAS 145, “Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections.” The Statement updates, clarifies and simplifies existing accounting pronouncements. Provisions of SFAS 145 related to the rescission of Statement 4 are effective for the Trust on January 1, 2003. The provisions of SFAS 145 related to SFAS 13 are effective for transactions occurring after May 15, 2002. The Trust has adopted the provisions of SFAS 145, which did not have a material effect on the its financial statements.

In November 2002, the FASB issued Interpretation No. (“FIN”) 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others,” which clarifies disclosure and recognition/measurement

requirements related to certain guarantees. The disclosure requirements are effective for financial statements issued after December 15, 2002 and the recognition/measurement requirements are effective on a prospective basis for guarantees issued or modified after December 31, 2002. The Trust has adopted FIN 45, which did not have a material effect on its financial statements.

In January 2003, the FASB issued FIN 46, “Consolidation of Variable Interest Entities, an interpretation of ARB 51.” The primary objectives of FIN 46 are to provide guidance on the identification of entities for which control is achieved through means other than through voting rights (“variable interest entities” or “VIEs”) and how to determine when and which business enterprise should consolidate the VIE (the “primary beneficiary”). This new model for consolidation applies to an entity in which either (i) the equity investors (if any) do not have a controlling financial interest or (ii) the equity investment at risk is insufficient to finance that entity’s activities without receiving additional subordinated financial support from other parties. In addition, FIN 46 requires that both the primary beneficiary and all other enterprises with a significant variable interest in a VIE make additional disclosures. On October 8, 2003, the FASB provided a deferral of the latest date by which all public companies must adopt FIN 46. The deferral provides that FIN 46 be applied, at the latest, to the first reporting period ending after December 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. In addition, the deferral allowed companies to elect to early adopt the provisions of FIN 46 for some but not all of the variable interest they hold. The Trust does not believe the adoption of FIN 46 will have a material effect on its financial statements.

In April 2003, the FASB issued SFAS 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” This Statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS 133, “Accounting for Derivative Instruments and Hedging Activities.” This Statement is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. All provisions of this Statement will be applied prospectively. The Trust has adopted the provisions of SFAS 149, which did not have a material effect on its financial statements.

In May 2003, the FASB issued SFAS 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”. The Statement changes the accounting for certain financial instruments that, under previous guidance, issuers could account for as equity. The new Statement requires that those instruments be classified as liabilities in statements of financial position. This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the interim period beginning after June 15, 2003. The Trust does not believe the adoption of SFAS 150 will have a material effect on its financial statements.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

Not Applicable

ITEM 4. Controls and Procedures

The Trustee has carried out an evaluation of the effectiveness of the design and operation of the Trust’s disclosure controls and procedures as of the end of the third quarter. Based upon that evaluation, the Trustee concluded that the Trust’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Trust in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that the Trust’s disclosure controls and procedures are effective to ensure that information is accumulated and communicated to the Trustee to allow timely decisions regarding required disclosure. In connection with the evaluation, no significant changes in the Trust’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) were identified that have materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 6: Exhibits and Reports on Form 8-K

(a) Exhibits

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002 (furnished herewith).

(b) Reports submitted on Form 8-K:

NONE

SIGNATURES

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

Date: November 13, 2003

Hanover Equipment Trust 2001B By: Wilmington Trust Company, not in its individual capacity but solely as Trustee for the Hanover Equipment Trust 2001B /s/ DAVID A. VANASKEY, JR. Name: David A. Vanaskey, Jr. Title: Vice President

Note: Because the Registrant is a trust without officers, directors or employees, only the signature of an officer of the trustee of the registrant is available and has been provided.

EXHIBIT INDEX

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

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