Item 1.01 Entry into a Material Definitive Agreement.

On October 29, 2009, Gardner Denver, Inc. (the "Company") and Wells Fargo Bank, National Association ("Wells Fargo"), entered into an amendment ("Amendment No. 1") to the Amended and Restated Rights Agreement, dated as of January 17, 2005, between the Company and the Rights Agent named therein (the "Amended and Restated Rights Agreement") pursuant to which Wells Fargo was appointed as successor rights agent thereunder. A copy of Amendment 1 is attached to this Form 8-K as Exhibit 4.2 and incorporated herein by reference. Item 8.01 Other Events.

On October 29, 2009, the Company appointed Wells Fargo to be the new transfer agent, registrar and dividend disbursing agent with respect to the Company's common stock.
Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

4.2 Amendment No. 1 to the Amended and Restated Rights Agreement, dated as of October 29, 2009, between Gardner Denver, Inc. and Wells Fargo Bank, National Association.

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