-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 VkTgAYeQuOc0Jl56dzA0qKxEU1UTL6pjcfYy8O5agOVr8nTFrZ3m7OBaq0wN2Kpg
 annJhE8UBDdFQBjONmIpWw==

<SEC-DOCUMENT>0000950136-03-000837.txt : 20030410
<SEC-HEADER>0000950136-03-000837.hdr.sgml : 20030410
<ACCEPTANCE-DATETIME>20030410164516
ACCESSION NUMBER:		0000950136-03-000837
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20030410
EFFECTIVENESS DATE:		20030410

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BHA GROUP INC
		CENTRAL INDEX KEY:			0000801128
		STANDARD INDUSTRIAL CLASSIFICATION:	INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP [3564]
		IRS NUMBER:				431416730
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-104441
		FILM NUMBER:		03645890

	BUSINESS ADDRESS:	
		STREET 1:		8800 E 63RD ST
		CITY:			KANSAS CITY
		STATE:			MO
		ZIP:			64133
		BUSINESS PHONE:		8163568400

	MAIL ADDRESS:	
		STREET 1:		8800 E 63RD STREET
		CITY:			KANSAS CITY
		STATE:			MO
		ZIP:			64133
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>file001.txt
<DESCRIPTION>FORM S-8
<TEXT>
<PAGE>


                                      Registration Statement No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                            BHA GROUP HOLDINGS, INC.
            ---------------------------------------------------------
               (Exact name of issuer as specified in its charter)

<TABLE>
<S>                                                                             <C>
              Delaware                                                                         43-1416730
- ----------------------------------------                                        --------------------------------------
(State or other jurisdiction                                                                (I.R.S. Employer
incorporation or organization)                                                             Identification No.)

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

                            BHA GROUP HOLDINGS, INC.
                    AMENDED AND RESTATED INCENTIVE STOCK PLAN
- -------------------------------------------------------------------------------
                            (Full Title of the Plan)

                                Stanley D. Biggs
                                    Secretary
                            BHA Group Holdings, Inc.
                              8800 East 63rd Street
                           Kansas City, Missouri 64133
     ----------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (816) 356-8400
    -------------------------------------------------------------------------
          (Telephone number, including area code, of agent of service)

                                 With a copy to:

                          Ralph J. Sutcliffe, Esq.
                          Kronish Lieb Weiner & Hellman LLP
                          1114 Avenue of the Americas
                          New York, New York 10036

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
                                                Proposed Maximum        Proposed Maximum
Title of Securities           Amount to be      Offering Price Per      Aggregate Offering      Amount of
To be  Registered             Registered        Share (1)               Price (1)               Registration Fee
- ------------------------------------------------------------------------------------------------------------------
<S>                           <C>               <C>                     <C>                     <C>
Common Stock, par value
$.01 per share                500,000 shares    $21.38                  $10,690,000             $983.48
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rules 457(c) and 457(h)(1) under the Securities Act of
         1933, as amended, on the basis of the average of the high and low sale
         prices of the registrant's common stock as reported in on the National
         Market System of the National Association of Securities Dealers, Inc.
         Summary Quote System on April 7, 2003.


<PAGE>




         This Registration Statement on Form S-8 is being filed for the purpose
of registering an additional 500,000 shares of BHA Group Holdings, Inc. (the
"Registrant") to be issued pursuant to the BHA Group Holdings Inc. Amended and
Restated Incentive Stock Plan (the "Plan"). In accordance with Section E of the
General Instructions to Form S-8, the Registration Statements on Form S-8,
previously filed with the Commission relating to the Plan (File No. 33-58782,
File No. 33-77228, File No. 33-89792 and File No. 333-49799) are incorporated by
reference herein.



Item 8.    Exhibits.
           --------

<TABLE>
<CAPTION>
<S>               <C>
         5.1      Opinion of counsel as to legality of the Common Shares
                  covered by this Registration Statement.

         23.1     Consent of KPMG LLP.

         23.2     Consent of counsel (included within Exhibit 5.1).
</TABLE>


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Kansas City, State of Missouri on this 8th day of
April, 2003.

                                     BHA GROUP HOLDINGS, INC.

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

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                                               TITLE                                       DATE
- ---------                                               -----                                       ----
<S>                                                     <C>                               <C>
Principal Executive Officer:                            Chairman of the Board and         April 8, 2003
                                                        Director
  /s/Lamson Rheinfrank, Jr.
- -------------------------------------------
       Lamson Rheinfrank, Jr.

Principal Executive Officer:                            Chief Executive Officer,          April 8, 2003
                                                        President and Director
  /s/ James E. Lund
- -------------------------------------------
        James E. Lund

Principal Financial and Accounting Officer:             Senior Vice President and         April 8, 2003
                                                        Chief Financial Officer
  /s/ James C. Shay
- -------------------------------------------
        James C. Shay

Other Directors:

                                                        Director                          April 8, 2003
  /s/James J. Thome
- -------------------------------------------
        James J. Thome
                                                        Director                          April 1, 2003
  /s/Don H. Alexander
- -------------------------------------------
        Don H. Alexander
                                                        Director                          April 8, 2003
  /s/Robert D. Freeland
- -------------------------------------------
        Robert D. Freeland
                                                        Director                          April 8, 2003
  /s/Thomas A. McDonnell
- -------------------------------------------
        Thomas A. McDonnell
</TABLE>

<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
<S>               <C>
         5.1      Opinion of counsel as to legality of the Common Shares
                  covered by this Registration Statement.

         23.1     Consent of KPMG LLP.

         23.2     Consent of counsel (included within Exhibit 5.1).
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>file002.txt
<DESCRIPTION>OPINION OF COUNSEL
<TEXT>
<PAGE>


                                                                 Exhibit 5.1

                 [KRONISH LIEB WEINER & HELLMAN LLP LETTERHEAD]

                                  April 8, 2003


BHA Group Holdings, Inc.
8800 East 63rd Street
Kansas City, Missouri, 64133

Gentlemen:

         We have acted as counsel for BHA Group Holdings, Inc., a Delaware
corporation (the "Company"), in connection with the registration, pursuant to a
Registration Statement on Form S-8 (the "Registration Statement") by the Company
under the Securities Act of 1933, as amended (the "Act"), of 500,000 shares of
the Company's common stock, par value $.01 per share (the "Common Stock"), to be
offered for sale by the Company from time to time under the Company's Amended
and Restated Incentive Stock Plan adopted in September 2001 (the "Plan").

         We have examined the Company's Certificate of Incorporation and Bylaws,
as amended, and minute books and such other documents and records as we have
deemed necessary and relevant as a basis for our opinions hereinafter set forth.
For the purposes of this letter, we have assumed the genuineness of all
signatures and the conformity to original documents of all instruments furnished
to us for review or examination as copies.

         Based on the foregoing and having regard to such legal considerations
as we have deemed relevant, it is our opinion that:

         1. The Company is a corporation duly organized under the laws of the
State of Delaware.

         2. The Common Stock covered by the Registration Statement that may be
issued under the Plan has been validly authorized.

         3. When (i) the Common Stock has been duly registered under the Act,
(ii) certificates for the Common Stock have been duly delivered, and (iii) the
Company has received the consideration to be received by it pursuant to and upon
exercise of the related options awarded under the Plan, the Common Stock will be
validly issued, fully paid and non-assessable.

         We hereby consent to the inclusion of this opinion in the Registration
Statement and to the references to this firm contained therein.

                                       Very truly yours,

                                       /s/ Kronish Lieb Weiner & Hellman LLP

                                       KRONISH LIEB WEINER & HELLMAN LLP


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>file003.txt
<DESCRIPTION>CONSENT OF KPMG
<TEXT>
<PAGE>


                                                           Exhibit 23.1




                          INDEPENDENT AUDITORS' CONSENT



The Board of Directors
BHA Group Holdings, Inc.:

We consent to the incorporation by reference in this registration statement on
Form S-8 of BHA Group Holdings, Inc. of our report dated November 1, 2002, with
respect to the consolidated balance sheets of BHA Group Holdings, Inc. and
subsidiaries as of September 30, 2002 and 2001, and the related consolidated
statements of earnings, shareholders' equity, comprehensive income, and cash
flows for each of the years in the three-year period ended September 30, 2002,
which report appears in the September 30, 2002, annual report on Form 10-K of
BHA Group Holdings, Inc. Our report refers to the adoption, effective October 1,
2001, of the provisions of Statement of Financial Accounting Standards No. 142,
Goodwill and Other Intangible Assets.

                                                             /s/ KPMG LLP







Kansas City, Missouri
April 9, 2003





</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
