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                                  EXHIBIT 21.2

December 26, 1995

To Our Stockholders:

Your Board of Directors has announced the adoption of a Stockholder Rights Plan.
We are enclosing a document entitled "Summary of Rights to Purchase Common
Stock" which provides certain information about the Plan, and we urge you to
read it carefully. This letter explains some of the Board's reasons for adopting
the Plan.

The Plan is intended to protect your interests in the event the Company is
confronted with coercive or unfair takeover tactics. The Plan, together with
certain charter and by law provisions and certain provisions of the Delaware
General Corporation Law, is designed to safeguard stockholders from abusive
takeover tactics that have been used by certain bidders and that your Board
believes are not in the best interests of the Company's stockholders. These
tactics may unfairly pressure stockholders, squeeze them out of their investment
without giving them any real choice, and deprive them of the full value of their
shares.

Many other major corporations have adopted Rights Plans similar to the one we
have adopted. We consider these Rights Plans to be very valuable in protecting
your right to retain your equity investment in BHA Group, Inc. and to realize
the full value of that investment, while not foreclosing a fair acquisition bid
for the Company.

The Plan is not intended to prevent a takeover of the Company and will not do
so. The Plan is designed to deal with the very serious problem of unilateral
actions by hostile acquirors which are calculated to deprive the Company's Board
and its stockholders of their ability to determine the destiny of the Company.
However, the mere establishment of the Rights Plan should not affect any
prospective offeror willing to acquire the Company and to negotiate with your
Board of Directors. The Rights issued under the Plan may generally be redeemed
by the Company at a price of one cent per Right up to the tenth business day
after any person or group has acquired 20% or more of the Company's common
stock, and thus they should not interfere with any merger or other business
combination approved by the Board.

The Rights Plan is not being adopted in response to any effort to acquire the
Company, and the Board is not aware of any such effort. Rather, the Plan has
been adopted in order to assure the ability of the Board to protect your
interests.

Issuance of the Rights under the Plan does not in any way weaken the financial
strength of the Company or interfere with its business plans. The issuance of
the Rights has no dilutive effect, will not affect reported earnings per share,
is not taxable to the Company or to you, and will not change the way in which
you can currently trade the Company's shares. As explained in the enclosed
Summary of Rights to Purchase Common Stock, the Rights will only be exercisable
if and when a problem arises which triggers their effectiveness. They will then
operate to protect you from being deprived of your right to share in the full
measure of your Company's long-term potential.

                        Air Pollution Control Products & Services
                 8800 East 63rd Street Kansas City, Missouri 64133-4883
                       816-356-8400 FAX 816-353-1873 TELEX 988098
                                 SALES 800-821-2222
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To:    Our Shareholders
Date:  December 26, 1995
Page:  2

Your Board of Directors believes the Rights Plan will serve an important role in
protecting the value of your shares.

Sincerely,
BHA GROUP, INC.

JAMES E. LUND

James E. Lund
President
Chief Executive Officer

JEL:TOS/BHAR


