Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
CORNELL HELEN W
  2. Issuer Name and Ticker or Trading Symbol
GARDNER DENVER INC [GDI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Former Exec. Vice President
(Last)
(First)
(Middle)
GARDNER DENVER, INC., 1800 GARDNER EXPRESSWAY
3. Date of Earliest Transaction (Month/Day/Year)
11/26/2010
(Street)

QUINCY, IL 62305
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/26/2010   M   11,800 A (1) 11,801 D  
Common Stock 11/26/2010   F   4,654 D $ 65.1 7,147 D  
Common Stock               8,112 (2) I 401(K) & Excess Plan
Common Stock               11,385 I Mrs. Cornell's Revocable Trust
Common Stock               643 (3) I John L. Cornell Irrevocable Trust
Common Stock               643 (3) I Patrick O. Cornell Irrevocable Trust

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (4) 11/26/2010   A   2,304     (4)   (4) Common Stock 2,304 $ 0 2,304 D  
Restricted Stock Units (1) 11/26/2010   M     11,800 11/26/2010 11/26/2010 Common Stock 11,800 (1) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CORNELL HELEN W
GARDNER DENVER, INC.
1800 GARDNER EXPRESSWAY
QUINCY, IL 62305
      Former Exec. Vice President

Signatures

 /s/Brent A. Walters, Attorney-in-fact   11/30/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each restricted stock unit was the economic equivalent of one share of the Company's common stock. On November 26,2010, 11,800 of the reporting person's restricted stock units were settled for an equal number of shares of the Company's common stock.
(2) The reporting person acquired shares under the Company's Retirement Savings Plan, a 401(k) plan, and the related Supplemental Excess Defined Contribution Plan. The information reported herein is based on a report dated as of November 26, 2010 from the Plan's recordkeeper, JPMorgan.
(3) Shares held in the John L. Cornell Irrevocable Trust and Patrick O. Cornell Irrevocable Trust, which Mrs. Cornell's spouse serves as trustee for both of these children's trusts.
(4) The restricted stock units, granted under the Company's Amended and Restated Long-Term Incentive Plan, cliff vest on November 26, 2013 and each restricted stock unit represents a contingent right to receive one share of the Company's common stock. Vested shares will be delivered to the reporting person on or about November 26, 2013.
 
Remarks:
Brent A. Walters, Attorney-in-fact for Helen W. Cornell, pursuant to Power of Attorney dated November 16, 2009 and filed with the SEC on December 7, 2009.

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