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<CONFORMED-NAME>BHA GROUP INC
<CIK>0000801128
<ASSIGNED-SIC>3564
<IRS-NUMBER>431416730
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0930
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<FILM-NUMBER>04744259
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<STREET1>8800 E 63RD ST
<CITY>KANSAS CITY
<STATE>MO
<ZIP>64133
<PHONE>8163568400
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<PAGE>








                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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


                                    FORM 8-K


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


                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
                                 APRIL 21, 2004


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


            Delaware                      0-15045               43-1416730
-------------------------------    --------------------   ----------------------
(State or Other Jurisdiction of      (Commission File     (I.R.S. Employer
 Incorporation or Organization)      Number)              Identification Number)


    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:   Not applicable
                                                                --------------



<PAGE>


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibit 99.1, press release dated April 21, 2004 announcing earnings for the
quarter ended March 31, 2004.

ITEM 9.  DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

In accordance with guidance from the Securities and Exchange Commission in
Release number 33-8216, the information furnished under this Item 9 ("Regulation
FD Disclosure") is intended to be furnished under Item 12 ("Results of
Operations and Financial Condition"). The information in this Current Report on
Form 8-K and the Exhibit attached hereto shall not be deemed to be "filed" for
the purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of that section.

On April 21, 2004, BHA Group Holdings, Inc. issued a press release (the "Press
Release") in which the Company announced its operating results for the quarter
ended March 31, 2004. A copy of the Press Release is attached as Exhibit 99.1.







                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                           BHA GROUP HOLDINGS, INC.


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

DATED:  April 21, 2004



<PAGE>


EXHIBIT INDEX

Exhibit No    Description
----------    -----------
99.1          Press Release


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>file002.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>

<PAGE>


FOR IMMEDIATE RELEASE                                     CONTACT: JAMES C. SHAY
BHA-0404                                                   SENIOR VICE PRESIDENT
April 21, 2004                                           CHIEF FINANCIAL OFFICER
8:30 A.M. ET                                       (816) 356-8400, Extension 336


                       BHA GROUP HOLDINGS, INC. ANNOUNCES
                       RECORD SECOND QUARTER 2004 EARNINGS

For the quarter ended March 31, 2004 ("fiscal 2004"), BHA Group Holdings, Inc.'s
(NASDAQ - BHAG) consolidated net income was $4.7 million or $.70 per diluted
share. This compares to $3.3 million or $.52 per diluted share during the same
period in the prior year. For the six months ended March 31, 2004, BHA's
consolidated net income was $7.8 million or $1.18 per diluted share compared to
$6.2 million or $.97 per diluted share for first six months of last year.

Commenting on the favorable results, James E. Lund, President and Chief
Executive Officer, said, "We are pleased to report record earnings per share for
our second quarter. These results surpassed our expectation as sales volume and
gross margins during the period were higher than initial estimates. Sales and
profits increased across the majority of our businesses and product lines. An
improved mix of product sales, increased plant throughput and the impact of cost
reduction initiatives led to the strong operating margins of 12% of sales for
the first six months of the current year."

The following table summarizes BHA's revenues and pre-tax income by segment
(dollars in millions):

<TABLE>
<CAPTION>
                                                               QUARTER ENDED                    SIX MONTHS ENDED
                                                                 MARCH 31,                          MARCH 31,
                                                           2004             2003              2004             2003
                                                           ----             ----              ----             ----
<S>                                                        <C>              <C>               <C>              <C>
REVENUES
Domestic Air Pollution Control (APC) Segment
     U.S. Fabric Filter                                     23.3              19.7             40.9              36.8
     U.S. Electrostatic Precipitator (ESP)                  10.2              16.4             19.4              36.8
     U.S. Exports to Latin America and Asia                  6.2               3.6              9.8               6.9
                                                          ------            ------           ------           -------
         Total Domestic APC Segment                         39.7              39.7             70.1              80.5
Europe APC Segment                                          11.7               5.9             18.7              11.3
BHA Technologies Segment                                     5.1               3.1             10.4               7.0
                                                          ------            ------           ------           -------
     TOTAL REVENUES                                         56.5              48.7             99.2              98.8
                                                          ======            ======           ======           =======

PRE-TAX EARNINGS
Domestic APC Segment                                         3.8               4.2              6.6               8.2
Europe APC Segment                                           0.9               -                1.2              (0.2)
BHA Technologies Segment                                     2.3               0.8              3.9               1.3
                                                          ------            ------           ------           -------
     TOTAL PRE-TAX EARNINGS                                  7.0               5.0             11.7               9.3
                                                          ======            ======           ======           =======
</TABLE>


<PAGE>


REVENUES
Consolidated revenues for the six months ended March 31, 2004 increased slightly
over the same period in the prior year as sales increases in the Europe APC and
BHA Technologies segments were offset by a decline in Domestic Air Pollution
Control ("APC") segment revenues. Revenues for the Domestic APC segment
decreased 13%. Going into the year, the Company had provided guidance that it
expected a year-over-year decline in sales for this portion of its business
during the first half of the year due to the unusually strong revenues of the
ESP related business during the prior fiscal year. The timing of execution of
major project work tends to cause fluctuations in quarterly sales results. The
$17.4 million decrease in sales for the ESP portion of the Domestic APC segment
was offset in part by a $7 million or 16% increase in fabric filter replacement
parts sales in the U.S. and export markets which correspond to improving
business conditions in the manufacturing sector of these economies. On a U.S.
dollar basis, sales for the Europe APC segment increased 66% due to improving
replacement parts business combined with an increase in major project work. On a
local currency basis, sales increased 39% over the prior year for the six-month
period. BHA Technologies' sales to third parties increased by 48% due in large
part to its continued success in selling membrane products for use in
non-consumer apparel applications.

Consolidated revenues for the quarter ended March 31, 2004 increased 16% over
the same period in the prior year. Sales for the Domestic APC segment for the
second quarter of 2004 were essentially unchanged as compared to the prior year
with the expected decline in ESP related business being offset by increased
sales of fabric filter replacement parts and services to customers in the U.S.
and international markets. Consolidated revenue growth for the quarter was
attributable to the sharp increase in the Europe APC and BHA Technologies
segments which rose 100% and 62%, respectively, as compared to the same period
in the prior year.

PRE-TAX EARNINGS
For the first six months of the current fiscal year, pre-tax earnings increased
$2.4 million or 26% over the prior year. The Company's pre-tax earnings
increased while revenues were essentially unchanged due to improved gross
margins. Gross margin as a percentage of sales was 35.4% and 31.4% for the first
six months of fiscal 2004 and 2003, respectively. The improved gross margins
were attributable to a combination of sales mix and cost reductions. Operating
margins as a percentage of sales were 11.9% and 9.7% for the first six months of
fiscal 2004 and 2003, respectively.

Pre-tax earnings for the second quarter increased 40% to $7.0 million as
compared to $5.0 million in the same period of the prior year. The increase was
attributable to a combination of higher sales with improved gross margins.

INCOME TAXES
The Company's consolidated effective income tax rate was 33.5% for the six
months ended March 31, 2004 compared to 33.0% for the same period in the prior
year. The final consolidated effective income tax rate for the 12 months ended
September 30, 2003 was 33.8%.

CASH FLOWS
For the first six months of fiscal 2004, the Company generated $4.1 million in
cash flows from operations compared to $6.9 million generated during the same
period in the prior year. During the current year, cash was used to fund capital
expenditures of $1.5 million, pay cash dividends of $3.1 million and repurchase
treasury shares for $0.4 million.

<PAGE>

BACKLOG
BHA's backlog was $71.9 million at March 31, 2004. This compares with order
backlogs of $68.0 million at December 31, 2003 and $51.3 million at March 31,
2003. Approximately, $64.7 million (90%) of the backlog at March 31, 2004 is
scheduled to ship within the next 12 months. At December 31, 2003, approximately
$57.9 million (85%) of the backlog was scheduled to ship in the subsequent 12
months. Substantially all of the March 31, 2003 backlog was scheduled to ship in
the subsequent 12 months.

OUTLOOK
One of the Company's primary business goals is to increase compounded earnings
per share at a 12% to 15% rate over time. Between fiscal 2000 and 2003, the
Company's consolidated earnings per diluted share increased at a 19% annual
compounded rate. The overall financial condition of the Company has improved as
bank borrowings, net of cash, were reduced by $30.0 million during the
three-year period. The Company's earnings growth during that period was the
result of an increase in ESP parts and service work for electric utility
customers in the U.S. and the success of BHA Technologies. These areas of the
Company's business provided strength to offset the overall weakness the Company
experienced in its worldwide fabric filter replacement parts and service
business. Although its financial results have been mixed, the Company believes
it has improved its market position and competitive advantage in each of its
major business areas. The following are various factors for consideration as the
Company moves into its third quarter:

     o   Publicly available information provides an indication that the U.S.
         economy is improving. The Company had previously provided guidance that
         it expected an improvement in its market for the sale of fabric filter
         replacement parts and services to trail an improvement in overall
         manufacturing conditions by as much as six months. The Company saw an
         increase in new orders starting in January of 2004. Although encouraged
         with the recent increase in activity, the Company expects that business
         conditions will remain competitive. The Company believes that it is
         well positioned with its products, people and approach to service this
         market. These factors, combined with a lower cost structure, are
         expected to benefit the Company as business conditions improve.

     o   The Company believes that over the past three years it has established
         itself as the premier supplier for ESP replacement parts, services and
         rebuilds in the U.S. The Company has also been successful in expanding
         this business in certain international markets. The Company's overall
         ESP replacement parts and service results were especially strong during
         fiscal 2003. The Company's system for tracking project work to be
         executed over a three-year time horizon provided an indication that the
         total market for ESP rebuild work to be executed during the fall of
         2003 and the spring of 2004 outage seasons would be lower than the same
         periods in the prior year. For this reason, the Company projected lower
         shipments of ESP parts and services during the just completed six-month
         period. The Company expects that sales of ESP rebuilds will show a
         substantial increase in the upcoming third quarter as compared to the
         third quarter of the prior year. Historically, the second quarter sales
         have exceeded third quarter sales in this portion of the Company's
         business. During fiscal 2004, third quarter shipments will be greater
         than the second quarter due to the timing of several larger projects to
         be executed in the current year. Preliminary information available to
         the Company and current quote activity also provide an indication that
         business should continue to increase during the fall of 2004 and spring
         of 2005 outage seasons. This factor, combined with the Company's
         existing backlog of business scheduled for the next fiscal year, are
         early positive indicators of potential results for fiscal 2005 and
         2006.

     o   The Company is pleased with its sales and earnings growth in the BHA
         Technologies segment. Although the Company believes that this segment
         is well positioned for additional growth, it is currently very
         dependent upon a few significant supply agreements. Incremental third
         party revenues within this segment are likely to be structured under
         multi-year supply arrangements with new customers. The extent to which
         this segment will increase its sales and earnings will be dependent
         upon the timing of final product commercialization and order execution
         in its target markets.
<PAGE>

Due to the factors discussed above, visibility with respect to future results
beyond 90 days remains a challenge. For more information, you should refer to
the sections entitled, "Outlook" and "Factors Affecting Earnings and Share
Price" included in the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on November 11, 2003. The following is
specific guidance being provided for the third quarter of fiscal 2004:

     o   For the third quarter of fiscal 2004, the Company anticipates that
         consolidated net sales will be significantly higher than the same
         period in the prior year. The year-over-year expected increase in sales
         for the quarter is in the 40% range. The expected increase in sales is
         due in part to the timing of major ESP project work in the current year
         as compared to the prior year.

     o   Earnings for the third quarter of fiscal 2004 are expected to be in the
         range of $.45 to $.55 per diluted share as compared to $.27 reported
         for the same period in the prior year.

OTHER ACTIONS
The Company reports that it has accumulated 2.6 million shares of the 4.0
million shares of BHA common stock authorized by its Board of Directors for
repurchase.

BHA Group Holdings, Inc. is a world leader in innovative filtration technology.
Its two principal operating subsidiaries are BHA Group, Inc., the world's
largest supplier of replacement parts and services for industrial air pollution
control systems, and BHA Technologies, Inc., which manufactures and markets
expanded polytetrafluoroethylene (ePTFE) membrane products for use in a variety
of industrial and consumer products.

This press release contains forward-looking statements that reflect the
Company's current views with respect to future events and financial performance.
These statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from historical results or those
anticipated. The words "should," "believe," "anticipate," "expect," and other
expressions that indicate future events and trends identify forward-looking
statements. Actual future results and trends may differ materially from
historical results or those anticipated depending on a variety of factors,
including, but not limited to, the performance of newly established domestic and
international operations, demand and price for the Company's products and
services, and other factors. You should also consult the sections entitled
"Factors Affecting Earnings and Stock Price" and "Management's Discussion and
Analysis" included in the Company's report on Form 10-K which was filed with the
Securities & Exchange Commission on November 11, 2003.


<PAGE>


                            BHA GROUP HOLDINGS, INC.
                   CONDENSED CONSOLIDATED STATEMENT OF INCOME
                                & BALANCE SHEETS
                     (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                QUARTER ENDED                    SIX MONTHS ENDED
                                                                  MARCH 31                           MARCH 31
                                                            2004             2003              2004             2003
                                                            ----             ----              ----             ----
<S>                                                         <C>              <C>               <C>              <C>
Net sales                                                  $ 56.5            $ 48.7           $ 99.2            $ 98.8
                                                           ------            ------           ------            ------
Gross margin                                                 19.7              15.8             35.2              31.0
Operating expense                                            12.6              10.7             23.3              21.4
Interest expense, net                                          .1                .1               .2                .3
                                                           ------            ------           ------            ------
Earnings before income taxes                                  7.0               5.0             11.7               9.3
Income tax expense                                            2.3               1.7              3.9               3.1
Net income                                                 $  4.7            $  3.3           $  7.8            $  6.2
                                                           ======            ======           ======            ======
Diluted shares outstanding                                    6.6               6.5              6.6               6.4
                                                           ======            ======           ======            ======
Diluted earnings per share                                 $ 0.70            $ 0.52           $ 1.18            $ 0.97
                                                           ======            ======           ======            ======

Depreciation and amortization                              $  1.4            $  1.5           $  2.8            $  3.0
                                                           ======            ======           ======            ======
</TABLE>


The earnings per share figures in this press release are computed on a "diluted"
basis as defined under Statement of Financial Accounting Standards No. 128,
"Earnings per Share."

<TABLE>
<CAPTION>
                                                          MARCH 31,             SEPTEMBER 30,
                                                            2004                     2003
                                                            ----                     ----
<S>                                                         <C>                      <C>
Cash and equivalents                                    $   17.0                 $   18.8
Accounts receivable                                         35.2                     28.8
Inventories                                                 26.4                     23.5
Other current assets                                         5.9                      5.2
                                                        --------                 --------
     Total current assets                                   84.5                     76.3
PP&E and other assets                                       43.4                     40.4
                                                        --------                 --------
Total assets                                            $  122.0                 $  116.7
                                                        ========                 ========

Current debt and lease payments                         $    2.3                 $    2.5
Accounts payable and accruals                               25.5                     23.5
                                                        --------                 --------
     Total current liabilities                              27.8                     26.0
Long-term debt and capital leases                           10.9                     12.2
Other liabilities                                            3.0                      3.1
                                                        --------                 --------
Total liabilities                                           41.7                     41.3
Equity                                                      80.3                     76.4
                                                        --------                 --------
Total liabilities and equity                            $  122.0                 $  116.7
                                                        ========                 ========
</TABLE>

                                                        ###


</TEXT>
</DOCUMENT>
</SUBMISSION>
