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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): December 13, 1995


                                 BHA Group, Inc.
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

         Delaware                0-15045                  43-1416730
- ---------------------          -----------           --------------------
  (State or other              (Commission             (I.R.S. Employer
  jurisdiction of              File Number)           Identification No.)
  incorporation


          8800 East 63rd Street
          Kansas City, Missouri                             64133
    --------------------------------------                ----------
    (Address of Principal Executive Offices               (Zip Code)


Registrant's telephone number,
including area code:                                    (816) 356-8400



- --------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report.)

                                Pg. 1 of 7 Pages          Exhibit Index on pg. 7
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Item 5. Other Events.

                  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.
Each Right entitles the registered holder, subject to the terms of the Rights
Agreement (as such term is 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"). All capitalized terms contained herein and not otherwise defined
shall have the meaning ascribed to them in 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 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

                                Pg. 2 of 7 Pages

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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, 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% of the outstanding shares of Company Common Stock 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
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, 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

                                Pg. 3 of 7 Pages

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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 Units 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 Units 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

                                Pg. 4 of 7 Pages

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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 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 4.1 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 4.1.

Item 7. Financial Statements and Exhibits

     Exhibit 4.1                Form of Rights Agreement dated as of December
                                13, 1995, between BHA Group, Inc., and
                                Boatmen's Trust Company, including Form of
                                Rights Certificate (Exhibit A) and Summary of
                                Rights to Purchase Common Stock (Exhibit B).

     Exhibit 21.1               Press Release dated December 13, 1995.

     Exhibit 21.2               Form of Letter to Stockholders of BHA Group,
                                Inc., regarding the adoption of the Rights
                                Plan pursuant to the Rights Agreement.

                                Pg. 5 of 7 Pages

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                                    SIGNATURE


                  Pursuant to the requirements of the Securities Exchange Act of
1934, the registration has duly caused this report 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

                                Pg. 6 of 7 Pages

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                                  EXHIBIT INDEX


<TABLE>
<CAPTION>

Exhibit                                                                   Page
  No.                    Description                                       No.
- ------                   -----------                                      ----
<S>                      <C>                                              <C>
4.1                      Form of Rights Agreement dated as                 8
                         of December 13, 1995, between BHA
                         Group, Inc., and Boatmen's Trust
                         Company, including Form of Rights
                         Certificate (Exhibit A) and
                         Summary of Rights to Purchase
                         Common Stock (Exhibit B).

21.1                     Form of Press Release dated                     99
                         December 13, 1995.                              

21.2                     Form of Letter to Stockholders of              100
                         BHA Group, Inc., regarding the
                         adoption of the Rights Plan
                         pursuant to the Rights Agreement.             

</TABLE>


                                Pg. 7 of 7 Pages

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