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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                ----------------

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                                 BHA GROUP, INC.
             ------------------------------------------------------
             (Exact name of Registrant as Specified in its Charter)


         Delaware                                      43-1416730
- ---------------------------------------     ------------------------------------
(State of Incorporation or Organization)    (I.R.S. Employer Identification No.)


         8800 East 63rd Street
         Kansas City, Missouri                            64133
- ---------------------------------------     ------------------------------------
 (Address of principal executive offices)               (zip code)

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If this Form relates to the registration of a     If this Form relates to the registration of a
class of debt securities and is effective upon    class of debt  securities  and is to become
filing  pursuant to General Instruction A(c)(1)   effective  simultaneously with the
please check the following box.            [ ]    effectiveness of a concurrent registration
                                                  statement under the Securities Act of 1933
                                                  pursuant to General Instruction A(c)(2)
                                                  please check the following box.          [ ]

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Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                              Name of Each Exchange on Which
to be so registered                              Each Class is to be Registered
- -------------------                              ------------------------------

Securities to be registered pursuant to Section 12(g) of the Act:


                          Common Stock Purchase Rights
- --------------------------------------------------------------------------------
                                (Title of class)

                               Page 1 of 6 Pages        Exhibit Index on page 6
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Item 1. Description of Registrant's Securities to be Registered.

                  On December 13, 1995, the Board of Directors of BHA Group,
Inc. (the "Company") declared a distribution of one Right for each outstanding
share of Class A Common Stock, par value $.01 per share (the "Company Common
Stock"), to stockholders of record at the close of business on December 26, 1995
and for each share of Company Common Stock issued (including shares distributed
from the treasury) by the Company thereafter and prior to the Distribution Date
(as defined below). Each Right entitles the registered holder, subject to the
terms of the Rights Agreement (as defined below), to purchase from the Company
one-tenth of a share (a "Unit") of Company Common Stock at a Purchase Price of
$7.00 per Unit, subject to adjustment. The Purchase Price is payable in cash or
by certified or bank check or money order payable to the order of the Company.
The description and terms of the Rights are set forth in a Rights Agreement
between the Company and Boatmen's Trust Company, as Rights Agent (the "Rights
Agreement").

                  Initially, the Rights will attach to all certificates
representing shares of outstanding Company Common Stock, and no separate Rights
Certificates will be distributed. The Rights will separate from the Company
Common Stock and the "Distribution Date" will occur upon the earlier of (i) ten
business days (or such later date as may be determined by action of the Board of
Directors) following a public announcement (the date of such announcement being
the "Stock Acquisition Date") that a person or group of affiliated or associated
persons (other than the Company, any Subsidiary of the Company or any employee
benefit plan of the Company or such Subsidiary) (an "Acquiring Person") has
acquired, obtained the right to acquire or otherwise obtained beneficial
ownership of 20% or more of the then outstanding shares of Company Common Stock
(provided that such person or group remains the beneficial owner of 20% or more
of the outstanding shares of Company Common Stock on such date), and (ii) ten
business days (or such later date as may be determined by action of the Board of
Directors prior to such time as any person becomes an Acquiring Person)
following the commencement of a tender offer or exchange offer that would result
in a person or group beneficially owning 20% or more of the then outstanding
shares of Company Common Stock. Until the Distribution Date, (i) the Rights will
be evidenced by Company Common Stock certificates and will be transferred with
and only with such Company Common Stock certificates, (ii) new Company Common
Stock certificates issued after December 26, 1995 (also including shares
distributed from the treasury) will contain a notation incorporating the Rights
Agreement by reference and (iii) the surrender for transfer of any certificates
representing outstanding Company Common Stock will also constitute the transfer
of the Rights associated with the Company Common Stock represented by such
certificates.

                  The Rights are not exercisable until the Distribution Date and
will expire at the close of business on the tenth anniversary of the Rights
Agreement unless earlier redeemed by the Company as described below.

                  As soon as practicable after the Distribution Date,
certificate representing such Rights ("Rights Certificates") will be mailed to
holders of record of Company Common Stock as of the close of business on the
Distribution Date and, thereafter, the separate Rights Certificates alone will
represent the Rights.

                  In the event that (i) the Company is the surviving corporation
in a merger with an Acquiring Person and shares of Company Common Stock shall
remain outstanding, (ii) a Person becomes the beneficial owner of 20% or more of
the then outstanding shares of Company Common Stock and remains the beneficial
owner of 20% or more of the Company Common Stock outstanding as of the
Distribution Date, (iii) an Acquiring Person engages in one or more
"self-dealing" transactions as set forth in the Rights Agreement, or (iv) during
such time as there is an Acquiring Person, an event occurs which results in such
Acquiring Person's ownership interest being increased by more than 1% (e.g., by
means of a reverse stock split or recapitalization), then, in each such case,
each holder of a Right will thereafter have the right to receive, upon exercise
and for the "adjusted exercise price" (as defined below), shares of Company
Common Stock (or preferred stock, cash, property or other securities of the
Company) having a value equal to two times the adjusted exercise price of the
Right. The adjusted exercise price is an amount equal to ten times the then
current Purchase Price (as it may have been adjusted from time to time in
accordance with the Rights Agreement). Notwithstanding any of the foregoing,

                                Page 2 of 6 Pages

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following the occurrence of any of the events set forth in this paragraph, all
Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will be null and
void.

                  In the event that, at any time following the Stock Acquisition
Date and without the prior approval of the Board of Directors, (i) the Company
is acquired in a merger or other business combination transaction and the
Company is not the surviving corporation (other than a merger described in the
preceding paragraph), (ii) any Person consolidates or merges with the Company
and all or part of the Company Common Stock is converted or exchanged for
securities, cash or property of any other Person or (iii) 50% or more of the
Company's assets or earning power is sold or transferred, each holder of a Right
(except Rights which previously have been voided as described above) shall
thereafter have the right to receive, upon exercise and for the adjusted
exercise price, common stock of the Acquiring Person having a value equal to two
times the adjusted exercise price of the Right.

                  The Purchase Price payable, and the number of shares of
Company Common Stock issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Company
Common Stock, (ii) if holders of the Company Common Stock are granted certain
rights or warrants to subscribe for Company Common Stock or convertible
securities at less than the current market price of the Company Common Stock, or
(iii) upon the distribution to the holders of the Company Common Stock of
evidences of indebtedness or assets (excluding regular quarterly cash dividends)
or of subscription rights or warrants (other than those referred to above).

                  With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least 1% of the
Purchase Price. The Company is not required to issue fractional shares of
Company Common Stock. In lieu thereof, an adjustment in cash may be made based
on the market price of the Company Common Stock prior to the date of exercise.

                  At any time until the Distribution Date, a majority of the
Board of Directors may redeem the Rights in whole, but not in part, at a price
of $.01 per Right (the "Redemption Price"), payable, at the election of such
majority of the Board of Directors in cash or shares of Company Common Stock.
Immediately upon the action of a majority of the Board of Directors ordering the
redemption of the Rights, the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.

                  Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event that the
Rights become exercisable for shares of Company Common Stock (or other
consideration).

                  Any of the provisions of the Rights Agreement may be amended
at any time prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended in order to cure any
ambiguity, defect or inconsistency, to make changes which do not adversely
affect the interests of holders of Rights (excluding the interests of any
Acquiring Person), or to shorten or lengthen any time period under the Rights
Agreement; provided, however, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are not
redeemable.

                  The Rights may have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that attempts to acquire
the Company on terms not approved by a majority of the Board of Directors unless
the offer is conditioned on a substantial number of Rights being acquired.
However, the rights should not interfere with any merger or other business
combination approved by a majority of the Board of Directors because the Rights
may be redeemed by the Company at $.01 per Right at any time on or prior to the
tenth business day following the Stock Acquisition Date (subject to extension by
a majority of the Board of

                                Page 3 of 6 Pages

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Directors). Thus, the Rights are intended to encourage persons who may seek to
acquire control of the Company to initiate such an acquisition through
negotiations with the Board of Directors. However, the effect of the Rights may
be to discourage a third party from making a partial tender offer or otherwise
attempting to obtain a substantial equity position in the equity securities of,
or seeking to obtain control of, the Company. To the extent any potential
acquirors are deterred by the Rights, the Rights may have the effect of
preserving incumbent management in office.

                  The Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit A the Form of
Rights Certificate, is attached hereto as Exhibit 4 and is incorporated herein
by reference. The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to such Exhibit 4.

Item 2. Exhibits.
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         4.     Form of Rights Agreement, dated as of December 13, 1995, between
                BHA Group, Inc., and Boatmen's Trust Company, which includes the
                Form of Rights Certificate as Exhibit A and the Summary of
                Rights to Purchase Common Stock as Exhibit B. Pursuant to the
                Rights Agreement, the Rights Certificates will not be mailed
                (unless otherwise determined by action of the Board of
                Directors) until after (i) ten business days following a public
                announcement that a person or group of affiliated or associated
                persons has acquired, or obtained the right to acquire,
                beneficial ownership of 20% or more of the outstanding shares of
                Company Common Stock or (ii) ten business days following the
                commencement of, or the announcement of the intention to
                commence, a tender offer that would result in a person or group
                beneficially owning 20% or more of the then outstanding shares
                of Company Common Stock.


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                                Page 4 of 6 Pages

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                                    SIGNATURE

                  Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.


                                       BHA GROUP, INC.



                                       By:        /s/ JAMES E. LUND
                                          -------------------------------------
                                          James E. Lund
                                          President and Chief Executive Officer


Date:  December 21, 1995


                                Page 5 of 6 Pages

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                                  EXHIBIT INDEX


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Exhibit
   No.             Description                                             Page No.
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  4.1              Form of Rights Agreement dated as of December 13,           7
                   1995, between BHA Group, Inc., and Boatmen's Trust
                   Company, which includes the Form of Rights Certificate
                   as Exhibit A and the Summary of Rights to Purchase
                   Common Stock as Exhibit B.

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                                Page 6 of 6 Pages

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