~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

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

~~Washington,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT

~~CURRENT REPORT~~ Pursuant to Section 13 or 15(d) of ~~the~~ the Securities Exchange Act of 1934

Date of ~~report~~Report (Date of earliest event reported): ~~May 30~~June 25, 2007

~~HANOVER~~Hanover ~~COMPRESSOR~~Compressor ~~COMPANY~~Company

(Exact name of registrant as specified in its charter)

Delaware (~~Exact~~State ~~Name~~or other jurisdiction of ~~Registrant~~incorporation) as1-13071 ~~Specified~~(Commission inFile ~~Its~~Number) ~~Charter~~76-0625124 (IRS Employer Identification No.)

Delaware	001-13071	76-0625124
(State or Other Jurisdiction of	(Commission	(I.R.S. Employer
Incorporation or Organization)	File Number)	Identification No.)


12001 N. Houston Rosslyn Road Houston, Texas (Address of principal executive offices)		77086 (Zip Code)

12001 North Houston Rosslyn		77086
Houston, Texas		(Zip Code)
(Address of Principal Executive Offices)

(Registrant’s telephone number, including area code): (281) 447-8787

Not Applicable

~~Registrant’s~~Former ~~Telephone~~Name ~~Number~~or former address, ~~including~~if ~~Area~~changed ~~Code:~~since ~~(281)447-8787~~last report

~~Not Applicable.~~ ~~(Former~~Check ~~name~~the orappropriate ~~former~~box ~~address,~~below if ~~changed~~the ~~since~~Form ~~last~~8-K ~~report)~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Check~~ þ Written ~~the~~communications ~~appropriate~~pursuant ~~box below if the Form 8-K filing is intended~~ to ~~simultaneously~~Rule 425 ~~satisfy the filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Securities ~~provisions~~Act (~~see~~17 ~~General~~CFR ~~Instruction A~~230.~~2. below~~425):

o ~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o~~ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~TABLE~~ o Pre-commencement OFcommunications ~~CONTENTS~~pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~Item~~ o Pre-commencement ~~3.02.~~communications ~~Unregistered~~pursuant ~~Sales~~to ofRule 13e-4(c) ~~Equity~~under ~~Securities~~the ~~SIGNATURES~~Exchange Act (17 CFR 240.13e-4(c))

~~Table~~ Item 1.01. ofEntry ~~Contents~~into a Material Definitive Agreement.

~~Item 3.02.~~ Amendment ~~Unregistered~~to ~~Sales~~Merger ~~of Equity Securities~~Agreement

On ~~various dates from May~~February 85, 2007, ~~through~~Hanover ~~May 30,~~Compressor ~~2007~~Company, ~~holders~~a ofDelaware ~~71/4% Convertible~~corporation ~~Preferred Securities due 2029~~ (“~~TIDES Preferred Securities~~Hanover”), ofUniversal Compression ~~Hanover~~Holdings, ~~Compressor Capital~~Inc., ~~Trust~~a ~~(the~~Delaware corporation (“~~Trust~~Universal”), ~~converted~~Exterran $7Holdings,~~857~~ Inc.,~~150~~ ina Delaware ~~aggregate~~corporation ~~principal~~(formerly ~~amount~~known ofas ~~TIDES~~Iliad ~~Preferred Securities into 439~~Holdings,~~532~~ ~~shares~~Inc.) ~~of common stock of Hanover Compressor Company~~ (~~the~~ “~~Company~~Exterran”), asHector Sub, Inc., a ~~result~~Delaware ofcorporation ~~the~~(“Hanover ~~Company’s~~Merger ~~call~~Sub”), ~~for~~and ~~redemption~~Ulysses ofSub, $8Inc.,~~121,050~~ ~~aggregate~~a ~~principal~~Delaware ~~amount of the~~corporation ~~Convertible~~(“Universal ~~Junior~~Merger ~~Subordinated~~Sub”), ~~Debentures~~entered ~~Due~~into ~~2029~~an ~~(the~~Agreement ~~“Debentures”).~~and ~~All~~Plan of ~~the~~Merger ~~Debentures~~(together ~~are owned~~with by the ~~Trust~~exhibits thereto, ~~and~~ the ~~Trust~~“Merger isAgreement”) ~~required~~pursuant to ~~use~~which ~~the~~Hanover ~~proceeds~~and ~~received~~Universal ~~from~~would ~~such~~become ~~redemption~~wholly toowned ~~redeem~~subsidiaries aof ~~corresponding~~Exterran, ~~amount~~a ofnewly ~~the~~formed ~~TIDES~~Delaware ~~Preferred~~corporation, ~~Securities~~ and the ~~Trust’s~~current 7stockholders ~~1/4%~~of Hanover ~~Convertible~~and ~~Common~~Universal ~~Securities~~would ~~(“TIDES~~become ~~Common~~stockholders ~~Securities”)~~of Exterran. ~~The~~On ~~Company~~June 25, ~~owns~~2007, ~~all of~~Hanover, ~~the~~Universal, ~~TIDES~~Exterran, ~~Common~~Hanover ~~Securities.~~Merger NoSub ~~TIDES~~and ~~Common~~Universal ~~Securities~~Merger ~~have~~Sub ~~been~~entered ~~converted~~into toAmendment ~~date~~No. 1 ~~Set forth~~to ~~below~~the isMerger aAgreement ~~chart~~(“the ~~which shows all conversions of TIDES Preferred Securities since May 8, 2007~~Amendment”).

	Principal Amount		Number of
	of TIDES		Shares of
	Preferred Securities		Common Stock
Date of Conversion	Converted		Issued
5/08/07	$	5,250		293
5/14/07		474,450		26,540
5/15/07		1,520,250		85,047
5/16/07		104,850		5,865
5/17/07		512,750		28,681
5/18/07		5,850		327
5/22/07		201,450		11,266
5/23/07		59,850		3,347
5/24/07		955,900		53,476
5/25/07		1,521,750		85,131
5/29/07		2,490,900		139,341
5/30/07		9,150		511
Total	$	7,862,400		439,825

The Amendment makes three revisions to the Merger Agreement.

Of Timing ~~the $7,873,500 aggregate principal amount~~ of ~~TIDES Preferred Securities called for redemption by~~ the ~~Trust on May 10, 2007, $7,857,150 was converted into 439,532 shares of Hanover Common Stock~~Closing. The ~~Company~~Merger ~~previously~~Agreement ~~reported~~provided that the ~~Trust~~closing ~~made~~of ~~partial~~the ~~calls~~transactions contemplated ~~for~~by ~~redemption of~~ the ~~TIDES~~Merger ~~Preferred~~Agreement ~~Securities~~would ~~and~~take ~~TIDES~~place ~~Common Securities~~ on the ~~basis~~first ofbusiness ~~one~~day ~~TIDES Preferred or~~immediately ~~Common~~following ~~Security~~the ~~per~~date ~~$50~~of ~~principal~~fulfillment ~~amount~~or waiver of ~~Debentures~~all ~~which at~~ the ~~election~~conditions ofto ~~the~~each ~~holder~~party’s ~~thereof~~obligation to ~~could~~effect bethe ~~immediately~~mergers ~~converted~~set ~~into~~forth ~~shares~~in ofSection 8.1 ~~common stock~~ of the ~~Company~~Merger atAgreement. aThe ~~conversion~~Amendment ~~price~~provides ofthat ~~approximately~~the ~~$17.875~~closing ~~per share, or 2.7972 shares~~ of ~~common stock of~~ the ~~Company~~transactions ~~per~~contemplated ~~$50~~by ~~principal amount.~~the ~~The~~Merger ~~Company~~Agreement ~~has~~will ~~fully~~occur ~~and~~on ~~unconditionally~~a ~~guaranteed~~date ~~the~~specified by ~~obligations of~~ the ~~Trust~~parties, towhich ~~the holders~~will ofbe ~~the~~no ~~TIDES~~later ~~Preferred~~than ~~Securities and~~ the ~~TIDES~~third ~~Common~~business ~~Securities.~~day ~~With~~immediately following the ~~completion of~~date ~~this~~of ~~most~~fulfillment ~~recent~~or ~~call,~~waiver of all ~~TIDES~~the ~~Preferred~~conditions ~~Securities~~to ~~and~~each ~~TIDES~~party’s ~~Common~~obligation ~~Securities,~~to aseffect ~~well~~the asmergers ~~the~~set ~~underlying~~forth ~~Debentures,~~in ~~have~~Section 8.1 ~~been~~of ~~fully~~the ~~redeemed~~Merger ~~or converted into Hanover common stock~~Agreement.

~~The~~ Forms ~~shares~~ of ~~common~~Certificates ~~stock~~of ~~were~~Incorporation ~~issued~~and ~~solely~~Bylaws ~~to holders~~ of ~~the~~Surviving ~~TIDES~~Entities. ~~Preferred~~The ~~Securities~~Merger ~~upon~~Agreement ~~conversion~~provided ofthat the ~~TIDES~~certificate ~~Preferred~~of ~~Securities~~incorporation ~~pursuant~~and tobylaws ~~the~~of ~~exemption~~each ~~from~~of ~~registration~~Hanover ~~provided~~and Universal in ~~under~~effect ~~Section3(a)(9)~~as of the ~~Securities~~respective ~~Act~~effective times of ~~1933,~~the asmergers ~~amended,~~contemplated ~~which~~by isthe ~~available~~Merger ~~since~~Agreement would be in the ~~shares~~ form delivered on the date of ~~common~~execution ~~stock~~of ~~were~~the ~~exchanged~~Merger byAgreement. The Amendment provides that the ~~Company~~certificate ~~with~~of ~~its~~incorporation ~~existing~~and ~~security~~bylaws ~~holders~~of ~~exclusively~~each ~~where~~of Hanover and Universal in noeffect ~~commission~~as orof ~~other~~the ~~remunerations~~respective ~~was~~effective ~~paid~~times orof ~~given~~the ~~directly~~mergers orcontemplated ~~indirectly~~by ~~for~~the ~~soliciting~~Merger ~~such~~Agreement anwill ~~exchange~~be as set forth on exhibits to the Merger Agreement.

~~Table~~ Implementation of ~~Contents~~Direct Registration System. The Merger Agreement provided for the issuance of certificates representing shares of common stock, par value $0.01 per share, of Exterran. The Amendment provides the parties with the ability to implement a direct registration system with respect to the common stock of Exterran at the closing of the transactions contemplated by the Merger Agreement.

~~SIGNATURES~~ Except with regard to the foregoing, all other terms and conditions of the Merger Agreement are not changed by the Amendment and the Merger Agreement remains in full force and effect as amended by the Amendment.

~~Pursuant~~ The toforegoing ~~the~~description ~~requirements~~ of the ~~Securities~~Amendment ~~Exchange~~does ~~Act~~not ofpurport ~~1934,~~to ~~the~~be ~~registrant~~complete ~~has~~and ~~duly~~is ~~caused~~qualified in ~~this~~its ~~report~~entirety by reference to bethe ~~signed~~Amendment, onwhich ~~its~~is ~~behalf~~filed byas ~~the~~Exhibit 2.1 ~~undersigned~~hereto ~~hereunto~~and ~~duly~~is incorporated ~~authorized~~into this Current Report on Form 8-K by reference.

	HANOVER COMPRESSOR COMPANY
Date: June 4, 2007	By:	/s/ Suzanne B. Kean
		Name:	Suzanne B. Kean
		Title:	Vice President and Deputy General Counsel

Additional Information and Where to Find It

In connection with the proposed merger of Universal Compression Holdings, Inc. and Hanover Compressor Company, a registration statement of the new company, Exterran Holdings, Inc. (formerly known as Iliad Holdings, Inc.), which includes preliminary proxy statements of Universal and Hanover, and other materials, has been filed with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, WHICH IS AVAILABLE NOW, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER MATERIALS REGARDING THE PROPOSED MERGER WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT UNIVERSAL, HANOVER, EXTERRAN AND THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the preliminary proxy

statement/prospectus and the definitive proxy statement/prospectus when it is available and other documents containing information about Universal and Hanover, without charge, at the SEC’s web site at www.sec.gov, Universal’s web site at www.universalcompression.com, and Hanover’s web site at www.hanover-co.com. Copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and the SEC filings that are and will be incorporated by reference therein may also be obtained for free by directing a request to either Investor Relations, Universal Compression Holdings, Inc., 713-335-7000 or to Investor Relations, Hanover Compressor Company, 832-554-4856.

Participants in the Solicitation

Universal and Hanover and their respective directors, officers and certain other members of management may be deemed to be participants in the solicitation of proxies from their respective stockholders in respect of the merger. Information about these persons can be found in Universal’s Annual Report on Form 10-K, as amended by Amendment No. 1, as filed with the SEC on March 1, 2007 and April 30, 2007, respectively, and in Hanover’s Annual Report on Form 10-K, as amended by Amendment No. 1, as filed with the SEC on February 28, 2007 and April 30, 2007, respectively. Additional information about the interests of such persons in the solicitation of proxies in respect of the merger is included in the preliminary proxy statement/prospectus that has been filed with the SEC and will be included in the definitive proxy statement/prospectus to be filed with the SEC in connection with the proposed transaction.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits.

2.1 Amendment No. 1 to Agreement and Plan of Merger, dated June 25, 2007, by and among Hanover Compressor Company, Universal Compression Holdings, Inc., Exterran Holdings, Inc. (formerly known as Iliad Holdings, Inc.), Hector Sub, Inc., and Ulysses Sub, Inc.

SIGNATURE

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 hereunto duly authorized.


	HANOVER COMPRESSOR COMPANY
Date: June 25, 2007	By:	/s/ Suzanne B. Kean
		Suzanne B. Kean
		Vice President and Deputy General Counsel

EXHIBIT INDEX


Exhibit No.		Description

2.1		Amendment No. 1 to Agreement and Plan of Merger, dated June 25, 2007, by and among Hanover Compressor Company, Universal Compression Holdings, Inc., Exterran Holdings, Inc. (formerly known as Iliad Holdings, Inc.), Hector Sub, Inc., and Ulysses Sub, Inc.

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