THE GORMAN-RUPP COMPANY
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  SCHEDULE 14A
  (RULE 14a-101)
 
  INFORMATION REQUIRED IN PROXY STATEMENT
  SCHEDULE 14A INFORMATION
 
  PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
  EXCHANGE ACT OF 1934
 
  Filed by the Registrant þ
 
  Filed by a Party other than the Registrant o
 
  Check the appropriate box:
     
o  Preliminary Proxy Statement    
o  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ  Definitive Proxy Statement
o  Definitive Additional Materials
o  Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12

THE GORMAN-RUPP COMPANY

(Name of Registrant as Specified In Its Charter)

DAVID P. EMMENS, CORPORATE SECRETARY

(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

þ No fee required.
 
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

          (1) Title of each class of securities to which transaction applies:

          (2) Aggregate number of securities to which transaction applies:

          (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

          (4) Proposed maximum aggregate value of transaction:

          (5) Total fee paid:

o Fee paid previously with preliminary materials.
 
o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

          (1) Amount Previously Paid:

          (2) Form, Schedule or Registration Statement No.:

          (3) Filing Party:

          (4) Date Filed:

TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT
SOLICITATION AND REVOCATION OF PROXIES
OUTSTANDING SHARES AND VOTING RIGHTS
ELECTION OF DIRECTORS
BOARD OF DIRECTORS AND DIRECTORS’ COMMITTEES
AUDIT REVIEW COMMITTEE REPORT
SHAREHOLDINGS BY EXECUTIVE OFFICERS*
PRINCIPAL SHAREHOLDERS
EXECUTIVE COMPENSATION
PENSION AND RETIREMENT BENEFITS
SALARY COMMITTEE REPORT ON EXECUTIVE COMPENSATION
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN AMONG THE GORMAN-RUPP COMPANY, AMEX MARKET INDEX AND PEER GROUP INDEX
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
GENERAL INFORMATION
OTHER BUSINESS

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THE GORMAN-RUPP COMPANY

Mansfield, Ohio

 
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

       The Annual Meeting of the shareholders of The Gorman-Rupp Company will be held at the Company’s Training Center, 270 West 6th Street, Mansfield, Ohio, on Thursday, April 22, 2004 at 10:00 a.m., Eastern Daylight Time, for the purpose of considering and acting upon:

  1.  A proposal to fix the number of Directors of the Company at eight and to elect eight Directors to hold office until the next annual meeting of shareholders and until their successors are elected;
 
  2.  A proposal to ratify the appointment of Ernst & Young LLP as independent public accountants for the Company during the year ending December 31, 2004; and
 
  3.  Such other business as may properly come before the Meeting or any adjournment or adjournments thereof.

      Holders of Common Shares of record at the close of business on March 1, 2004 are the only shareholders entitled to notice of and to vote at the Meeting.

      Please promptly execute the enclosed proxy and return it in the enclosed envelope (which requires no postage if mailed in the United States), regardless of whether you plan to attend the Meeting.

  By Order of the Board of Directors
 
  DAVID P. EMMENS
  Corporate Secretary

March 18, 2004

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PROXY STATEMENT

March 18, 2004

 
SOLICITATION AND REVOCATION OF PROXIES

     This Proxy Statement is furnished to shareholders of The Gorman-Rupp Company in connection with the solicitation by the Board of Directors of the Company of proxies for use at the Annual Meeting of the shareholders to be held at the Company’s Training Center, 270 West 6th Street, Mansfield, Ohio, at 10:00 a.m., Eastern Daylight Time, on Thursday, April 22, 2004. Holders of Common Shares of record at the close of business on March 1, 2004 are the only shareholders entitled to notice of and to vote at the Meeting.

      A shareholder, without affecting any vote previously taken, may revoke his proxy by the execution and delivery to the Company of a later proxy with respect to the same shares, or by giving notice to the Company in writing or in open meeting. The presence at the Meeting of the person appointing a proxy does not in and of itself revoke the appointment.

OUTSTANDING SHARES AND VOTING RIGHTS

     As of March 1, 2004, the record date for the determination of persons entitled to vote at the Meeting, there were 8,543,553 Common Shares outstanding. Each Common Share is entitled to one vote.

      The mailing address of the principal executive offices of the Company is 305 Bowman Street, Mansfield, Ohio 44903. This Proxy Statement and accompanying proxy are being mailed to shareholders on or about March 18, 2004.

      If notice in writing is given by any shareholder to the President, a Vice President or the Secretary of the Company, not less than 48 hours before the time fixed for the holding of the Meeting, that such shareholder desires that the voting for the election of Directors be cumulative, and if announcement of the giving of such notice is made upon the convening of the Meeting by the Chairman or Secretary or by or on behalf of the shareholder giving such notice, each shareholder shall have the right to cumulate such voting power as he possesses at such election. Under cumulative voting, a shareholder controls voting power equal to the number of votes which he otherwise would have been entitled to cast multiplied by the number of Directors to be elected. All of such votes may be cast for a single nominee or may be distributed among any two or more nominees as he may desire. If cumulative voting is invoked, and unless contrary instructions are given by a shareholder who signs a proxy, all votes represented by such proxy will be divided evenly among the candidates nominated by the Board of Directors, except that if so voting should for any reason not be effective to elect all of the nominees

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named in this Proxy Statement, then such votes will be cast so as to maximize the number of the Board of Directors’ nominees elected to the Board.
 
ELECTION OF DIRECTORS

(Proposal No. 1)

     All Directors will be elected to hold office until the next annual meeting of shareholders and until their successors are elected and qualified. Proxies received are intended to be voted in favor of fixing the number of Directors at eight and for the election of the nominees named below. Each of the nominees is presently a Director of the Company. Mr. Jeffrey S. Gorman is the son of Mr. James C. Gorman, and Mr. Christopher H. Lake is the son of Dr. Peter B. Lake.

      In the event that any of the nominees should become unavailable, which the Board of Directors does not anticipate, proxies are intended to be voted in favor of fixing the number of Directors at a lesser number or for a substitute nominee or nominees designated by the Board of Directors, in the discretion of the persons appointed as proxy holders. The proxies may be voted cumulatively for less than the entire number of nominees if any situation arises which, in the opinion of the proxy holders, makes such action necessary or desirable.

      Based upon information received from the respective nominees as of February 1, 2004, the following information is furnished with respect to each person nominated for election as a Director.

                         
Shares Owned
Director Beneficially Percent of
Name, Age and Continuously at Feb. 1, Outstanding
Principal Occupation(1) Since 2004(2) Shares
James C. Gorman
Chairman of the Company.
Chief Executive Officer
(1968-1996).
Age: 79
    1946       717,362 (3)     8.40 %
 
Jeffrey S. Gorman
President and Chief Executive Officer of the Company; General Manager of the Company’s Mansfield Division. Age: 51
    1989       429,733 (4)     5.03 %

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Shares Owned
Director Beneficially Percent of
Name, Age and Continuously at Feb. 1, Outstanding
Principal Occupation(1) Since 2004(2) Shares
Thomas E. Hoaglin
Chairman, President, Chief Executive Officer and Director; Huntington Bancshares, Inc. (NASDAQ); Columbus, Ohio. Vice Chairman; AmSouth Bancorporation;
Birmingham, Alabama (1999-2000).
Chairman and Chief Executive
Officer; Banc One Services
Corporation; Columbus, Ohio (1997-1999).
Age: 54
    1993 (5)     5,750 (6)     *   
 
Christopher H. Lake
Vice President; Dean & Lake Consulting, Inc.; Powder Springs, Georgia. Senior Manager, e-business Services; Red Celsius, Inc.; Alpharetta, Georgia (2000-2001). Principal, Business
Innovation Services; IBM;
Atlanta, Georgia (1996-2000).
Age: 39
    2000       12,400 (7)     *   
 
Dr. Peter B. Lake
President and Chief Executive Officer; SRI Quality System Registrar, Inc.;
Wexford, Pennsylvania.
Age: 61
    1975       11,664 (8)     *   

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Shares Owned
Director Beneficially Percent of
Name, Age and Continuously at Feb. 1, Outstanding
Principal Occupation(1) Since 2004(2) Shares
Rick R. Taylor
President; Jay Industries
(automotive parts manufacturer);
President; Longview Steel Corp.
(steel wholesaler);
Mansfield, Ohio.
Director; Park National Corporation (AMEX).
Age: 56
    2003       1,000       *   
 
W. Wayne Walston
Owner; Walston Elder Law Office
(attorneys); Warsaw, Indiana.
Managing Partner; Valentine, Miner & Lemon, LLP (attorneys); Warsaw, Indiana (2002-2003). Retired (2001-2002).
Vice President-External Affairs
(1989-2001); Sprint (telecommunications);
Mansfield, Ohio.
Age: 61
    1999       3,118 (9)     *   
 
John A. Walter
Retired May 1, 1998. Formerly President (beginning 1989) and Chief Executive Officer (beginning 1996) of the Company. Chief Operating
Officer (1993-1996).
Age: 70
    1989       6,370 (10)     *   

  * Represents less than 1% of the outstanding shares.

  (1)  Except as otherwise indicated, there has been no change in occupation during the past five years.

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  (2)  Reported in accordance with the beneficial ownership rules of the Securities and Exchange Commission under which a person is deemed to be the beneficial owner of a security if he has or shares voting power or investment power in respect of such security. Accordingly, the amounts shown in the table do not purport to represent beneficial ownership for any purpose other than compliance with the Commission’s reporting requirements. Voting power or investment power with respect to shares reflected in the table are not shared with others except as otherwise indicated.
 
  (3)  Includes 279,422 shares owned by Mr. Gorman’s wife and 73,810 shares held in a trust of which Mr. Gorman is a co-trustee. Mr. Gorman has a beneficial interest in 54,472 of the shares held in the trust, considers that he shares the voting and investment power with respect to all of the foregoing shares, but otherwise disclaims any beneficial interest therein. The amount shown in the table excludes 892,473 shares beneficially owned by members of Mr. Gorman’s immediate family and 230,892 shares held in trusts of which he and members of his family have beneficial interests. (54,472 of these trust shares are the same shares described above.) Mr. Gorman disclaims beneficial ownership of all of the shares referred to in this note (3).
 
  (4)  Includes 32,890 shares owned by Mr. Gorman’s wife and 100,781 shares owned by his minor children. Mr. Gorman considers that he shares the voting and investment power with respect to all of the foregoing shares, but otherwise disclaims any beneficial interest therein. The amount shown in the table excludes 38,281 shares held in a trust in which Mr. Gorman has a beneficial interest. Mr. Gorman disclaims beneficial ownership of all of the shares referred to in this note (4).
 
  (5)  Mr. Hoaglin also served as a Director of the Company from 1986 to 1989.
 
  (6)  Includes 2,250 shares as to which Mr. Hoaglin shares voting and investment power.
 
  (7)  Includes 10,160 shares owned by Mr. Lake’s minor children as to which Mr. Lake considers that he shares the voting and investment power with respect thereto, but otherwise disclaims any beneficial interest therein.
 
  (8)  Includes 2,700 shares owned by Mrs. Lake as to which Dr. Lake shares voting and investment power.
 
  (9)  The amount shown in the table excludes 250 shares held in a trust of which Mrs. Walston is trustee. Mr. Walston disclaims beneficial ownership of all of the shares referred to in this note (9).

(10)  The amount shown in the table excludes 1,124 shares held in a trust of which Mrs. Walter is trustee. Mr. Walter disclaims beneficial ownership of all of the shares referred to in this note (10).

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BOARD OF DIRECTORS AND DIRECTORS’ COMMITTEES

     During 2003, a total of five regularly scheduled meetings of the Board of Directors (at least one each quarter) and a total of fourteen meetings of all standing Directors’ Committees were held. All Directors attended at least 75% of the aggregate of the total number of meetings held by the Board of Directors and of the total number of meetings held by the respective committees on which they served. Beginning in 2004, the “independent” Directors will meet at least once annually in executive session without the presence of the non-independent Directors and any members of the Company’s management.

      The Board of Directors has four standing committees: (1) an Audit Review Committee, whose present members are Thomas E. Hoaglin (Chairman and “independent audit committee financial expert”), Peter B. Lake and W. Wayne Walston; (2) a Salary Committee, whose present members are W. Wayne Walston (Chairman), Thomas E. Hoaglin and Christopher H. Lake; (3) a Pension Committee, whose present members are Peter B. Lake (Chairman), Rick R. Taylor and John A. Walter; and (4) a Nominating Committee, whose present members are John A. Walter (Chairman), Christopher H. Lake and Rick R. Taylor.

      The Audit Review Committee, a separately designated committee comprised entirely of independent Directors, held eight meetings in 2003. Its principal functions include reviewing the arrangement and scope of the audit, considering comments made by the independent accountants with respect to internal controls and financial reporting, considering corrective action taken by management, reviewing internal accounting procedures and controls with the Company’s internal auditor and financial staff, and reviewing non-audit services provided by the independent accountants. The Committee is governed by a written charter adopted by the Board of Directors.

      The Salary Committee held two meetings during 2003. Its principal functions are to determine the salaries of the elected officers and certain senior executives of the Company and to determine profit sharing amounts for eligible employees, subject to approval by the Board of Directors.

      The Pension Committee held three meetings in 2003. Its principal functions are to monitor and assist in the investment of the assets associated with the Company’s pension plan.

      The Nominating Committee, comprised entirely of independent Directors, held one meeting during 2003. Its principal functions involve the identification, evaluation and recommendation of individuals for nomination as new members of the Board of Directors.

      The Nominating Committee does not have a written charter but follows policies and procedures by which to consider recommendations from shareholders for Director nominees. (These policies and procedures were recommended by the Committee and adopted by the Board of Directors for the Committee in 1991.) Any shareholder wishing to propose a candidate should deliver a typewritten or

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legible hand written communication to the Company’s Corporate Secretary. The submission should provide detailed business and personal biographical data about the candidate, and include a brief analysis explaining why the individual is well-qualified to become a Director nominee. All recommendations will be acknowledged by the Corporate Secretary and promptly referred to the Nominating Committee for evaluation.

      The Nominating Committee does not believe that any particular set of skills or qualities are most appropriate for a Director candidate. All Director candidates, including any recommended by shareholders, are evaluated based upon their (i) business and financial expertise and experience; (ii) intellect to comprehend the issues confronting the Company; (iii) reputation for diligence and limited time conflicts; and (iv) integrity, strength of character, practical wisdom and mature judgment. Any Director candidate will be subject to a background check performed by the Committee. In addition, the candidate will be personally interviewed by one or more Committee members before he or she is nominated to be a new member of the Board of Directors.

      The Board of Directors has determined that all Non-Employee Directors (Messrs. Hoaglin, C. H. Lake, P. B. Lake, Taylor, Walston and Walter) are “independent” Directors in accordance with Section 121 of the listing standards of the American Stock Exchange. Directors who are employees of the Company (Messrs. J. C. Gorman and J. S. Gorman) do not receive any compensation for service as Directors. Each Non-Employee Director receives a fee for each of the Board of Directors meetings attended. The fee was $2,300 for meetings held during 2003. No fees are paid, however, for attendance at committee meetings. Effective May 22, 1997, the Board of Directors adopted a Non-Employee Directors’ Compensation Plan. Under the Plan, as additional compensation for regular services to be performed as a Director, an automatic award of 500 Common Shares (from the Company’s treasury) will be made on each July 1 (through 2006) to each Non-Employee Director then serving on the Board. The award of 500 Common Shares made on July 1, 2003 had a market value of $11,875.

      Members of the Board of Directors are encouraged to attend the Company’s annual meetings of shareholders, time permitting. Seven (of the eight possible) Directors were in attendance at the annual meeting in 2003.

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AUDIT REVIEW COMMITTEE REPORT

      The Audit Review Committee has submitted the following report to the Board of Directors:

        (i)  The Audit Review Committee has reviewed and discussed the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2003 with the Company’s management and the Company’s independent public accountants;
 
        (ii) The Audit Review Committee has discussed with the Company’s independent public accountants the matters required to be discussed by Statement on Auditing Standards No. 61 (Codification of Statements on Auditing Standards, AU§380);
 
        (iii) The Audit Review Committee has received the written disclosures and the letter from the Company’s independent public accountants required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and has discussed the issue of independence, including the provision of non-audit services to the Company, with the independent public accountants;
 
        (iv) With respect to the provision of non-audit services to the Company, the Audit Review Committee has obtained a written statement from the Company’s independent public accountants that they have not rendered any non-audit services prohibited by the Securities and Exchange Commission rules relating to auditor independence, and that the delivery of any permitted non-audit services has not and will not impair their independence;
 
        (v)  Based upon the review and discussions referred to above, the Audit Review Committee has recommended to the Board of Directors that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, to be filed with the Securities and Exchange Commission; and
 
        (vi) In general, the Audit Review Committee has fulfilled its commitments in accordance with its Charter.

Members of the Audit Review Committee are “independent” in accordance with Section 121 of the listing standards of the American Stock Exchange. The Chairman is also an “independent audit committee financial expert” in accordance with Securities and Exchange Commission rules.

      Based upon a recommendation of the Audit Review Committee, the Board of Directors adopted a written Charter for the Audit Review Committee on October 23, 2003 (replacing the previous Charter adopted on June 8, 2000). The Committee reviews and reassesses the adequacy of the Charter on an annual basis. The Charter is set forth as an appendix to this Proxy Statement, and will again be set forth as an appendix to the Proxy Statement in 2007.

      The foregoing report has been furnished by members of the Audit Review Committee.

         
/s/ W. WAYNE WALSTON
    W. Wayne Walston		   /s/ THOMAS E. HOAGLIN
    Thomas E. Hoaglin		   /s/ PETER B. LAKE
    Peter B. Lake
             Chairman    

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SHAREHOLDINGS BY EXECUTIVE OFFICERS*

                 
Shared Voting
Shares Owned and
Name and Principal Position Beneficially Investment Power
Robert E. Kirkendall
Senior Vice President and Chief
Financial Officer
    13,351       -0-  
William D. Danuloff
Vice President Information Technology
    9,864       6,873  
Judith L. Sovine
Treasurer
    2,966       2,669  

      *The table sets forth information received from the executive officers as of February 1, 2004, and all amounts represent less than 1% of the outstanding shares. The shareholdings of James C. Gorman and Jeffrey S. Gorman are included below and under the caption “Election of Directors.”

PRINCIPAL SHAREHOLDERS

     The following table sets forth information pertaining to the beneficial ownership of the Company’s Common Shares as of February 1, 2004 by James C. Gorman and Jeffrey S. Gorman, and as of December 31, 2003 by each other person known to the Company to own beneficially at least five percent of the outstanding Common Shares.

                       
Number Percent of
of Shares Outstanding
Name and Address Type of Ownership Owned Shares
James C. Gorman
  Sole voting and investment power     364,130       4.26 %
  305 Bowman Street
Mansfield, Ohio 44903 		  Shared voting and investment power     353,232       4.14 %
         
     
 
                             Total     717,362       8.40 %
 
Jeffrey S. Gorman
  Sole voting and investment power     296,062       3.47 %
 
305 Bowman Street
  Shared voting and investment power     133,671       1.56 %
 
Mansfield, Ohio 44903
                   
         
     
 
                             Total     429,733       5.03 %

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Number Percent of
of Shares Outstanding
Name and Address Type of Ownership Owned Shares
Pioneer Global Asset
  Sole voting power     527,957       6.18 %
 
Management.
  Sole investment power     527,957       6.18 %
 
Galleria San Carlo 6
  Shared voting power     -0-       —  
 
20122 Milan, Italy
  Shared investment power     -0-       —  
         
     
 
                             Total     527,957 (1)     6.18 %
 
Tweedy, Browne
  As broker/ dealer and investment adviser                
 
Company LLC
    with sole voting power     651,976       7.63 %
 
350 Park Avenue
  As broker/ dealer and investment adviser                
 
New York, New York
    with sole investment power     652,776       7.64 %
 
10022
  As broker/ dealer and investment adviser
  with shared voting power 		    -0-       —  
                        
      As broker/ dealer and investment adviser
  with shared investment power 		    -0-       —  
                        
         
     
 
                             Total     652,776 (1)     7.64 %
 
All Directors and Executive
        1,216,050 (2)     14.23 %
 
Officers as a group
                   
 
(12 persons)
                   

(1)  This figure represents the aggregate amount of Common Shares beneficially owned. Of the aggregate amount, however, some shares are subject to sole voting power but shared or no investment power, and some shares are subject to sole investment power but shared or no voting power. Consequently, the sum of this column does not equal the aggregate amount shown.

(2)  Includes 511,555 shares as to which voting and investment power are shared.

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EXECUTIVE COMPENSATION

     There is shown below information concerning the annual and long-term compensation for services in all capacities to the Company for the fiscal years ended December 31, 2003, 2002 and 2001 of those persons who were, at December 31, 2003, (i) the chief executive officer and (ii) the other four most highly compensated executive officers of the Company (the “Named Officers”).

Summary Compensation Table

                                                                   
Long-Term All Other
Annual Compensation(1)(2) Compensation Compensation(3)
Stock Long-term
Options/ Incentive
Name and Principal Position Year Salary Bonus Other SARs Payouts Total
Jeffrey S. Gorman
    2003     $ 180,000     $ 84,000     $ 1,356       –0–       –0–     $ 3,169     $ 268,525  
  President and Chief     2002       178,241       68,000       1,356       –0–       –0–       3,165       250,762  
  Executive Officer     2001       178,333       103,000       156       –0–       –0–       2,619       284,108  
 
Robert E. Kirkendall
    2003       120,000       37,000       1,381       –0–       –0–       2,400       160,781  
 
Senior Vice President and
    2002       107,308       28,500       1,381       –0–       –0–       2,337       139,526  
 
Chief Financial Officer
    2001       103,333       38,000       1,381       –0–       –0–       1,719       144,433  
 
William D. Danuloff
    2003       100,000       25,500       156       –0–       –0–       1,937       127,593  
 
Vice President
    2002       98,288       20,500       156       –0–       –0–       2,061       121,005  
  Information Technology     2001       97,500       31,000       156       –0–       –0–       1,606       130,262  
 
Judith L. Sovine
    2003       98,500       25,500       1,086       –0–       –0–       1,928       127,014  
 
Treasurer
    2002       95,920       20,500       1,086       –0–       –0–       1,956       119,462  
      2001       90,833       31,000       1,086       –0–       –0–       1,514       124,433  
 
James C. Gorman
    2003       100,000       21,000       156       –0–       –0–       916       122,072  
 
Chairman
    2002       99,023       14,000       156       –0–       –0–       957       114,136  
      2001       100,000       21,000       156       –0–       –0–       823       121,979  

(1)  The Company sponsors The Gorman-Rupp Company 401(k) Plan. Substantially all the employees of the Company, including the executive officers and the employees of Patterson Pump Company (a wholly owned subsidiary), are eligible to participate in the 401(k) Plan. Each participant in the 401(k) Plan may make before-tax contributions to the Plan of up to 15% of compensation, but not in excess of the maximum annual amount permitted by the Internal Revenue Code. The maximum annual amount was $10,500 for 2001, $11,000 for 2002 and $12,000 for 2003. In 2004, the maximum annual amount will be $13,000 (and $16,000 for participants who are age 50 and older). Before-tax contributions made to the 401(k) Plan qualify for deferred tax treatment under Section 401(k) of the Code. The Company makes matching contributions in its Common Shares on a monthly basis for each participant who is an employee

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on the last day of the month equal to 40% of the first 4% of the participant’s before-tax contributions made during the month. The participant’s before-tax contributions and the Company’s matching contributions are nonforfeitable, but are subject to special nondiscrimination tests imposed by the Code. If the tests are not satisfied, contributions by or for highly compensated employees are reduced. Each participant (or the beneficiary of a deceased participant) receives the full amount allocated to a participant’s account upon any termination of the participant’s employment. During 2003, a total of $2,116,584, consisting of both participant before-tax contributions and Company matching contributions, was allocated to participants’ accounts under the 401(k) Plan, including an aggregate amount of $70,139 to the accounts of the executive officers which is included in the compensation shown in the table. The amounts allocated during 2003 to the accounts of the executive officers named in the table are as follows: Mr. J.S. Gorman ($15,169); Mr. Kirkendall ($14,400); Mr. Danuloff ($9,201); Ms. Sovine ($12,772); and Mr. J.C. Gorman ($3,208).
 
(2)  The pension plan in which the Company’s executive officers participate is a defined benefit plan covering substantially all employees of the Company and Patterson Pump Company; and the amounts of contributions or accruals applicable to the individual participants therein cannot be readily calculated. The aggregate contributions made to such plan for the benefit of the Company’s executive officers amount to approximately 2.1% of the total contributions made on behalf of all participants covered by the plan.
 
    In general, a participant’s monthly benefit under the pension plan is determined by multiplying 1.1% of his final average monthly compensation by the number of his credited years and months of service. A participant’s final average monthly compensation is one-twelfth of the average annual compensation of the participant for the last 10 years of the participant’s employment with the Company (or Patterson Pump Company) or, if less than 10, for his actual years of such employment. The compensation covered by the pension plan for 2003 is identical to the compensation set forth in the table, except that the plan does not cover profit-sharing bonuses or amounts labeled “other” in the table received by any executive officer, as well as any compensation in excess of $200,000 ($205,000, effective November 1, 2004). However, compensation covered by the pension plan does include any before-tax contributions made by the participant to the 401(k) Plan. The benefit amounts applicable to each individual participant are not subject to any deduction for Social Security benefits or other offset amounts.

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    As of November 1, 2003, the Named Officers had the following number of credited full years of service under the Company’s pension plan: Mr. J.S. Gorman– 25; Mr. Kirkendall– 25; Mr. Danuloff– 32; Ms. Sovine– 24; and Mr. J.C. Gorman– 54. As of November 1, 2003, the estimated annual benefits payable at age 65 upon retirement to Messrs. Gorman, Kirkendall, Danuloff, Ms. Sovine and Mr. Gorman are $41,964, $26,537, $31,573, $21,555 and $73,654, respectively. Mr. J.C. Gorman is age 79 and remains active as an officer of the Company. In accordance with the terms of the pension plan, because Mr. J.C. Gorman is over age 70 1/2, he received payments from the pension plan which totaled $73,224 in 2003.
 
(3)  Amounts contributed by the Company on behalf of the Named Officers to the 401(k) Plan.

PENSION AND RETIREMENT BENEFITS

     The following table shows the estimated annual benefits under the Company’s pension plan which would have been payable to employees in various compensation classifications upon retirement in 2003 at age 65 after selected periods of service.

                                     
Final Average
Annual Pay
at Age 65* 10 Years 20 Years 30 Years 40 Years
$ 25,000     $ 2,750     $ 5,500     $ 8,250     $ 11,000  
  50,000       5,500       11,000       16,500       22,000  
  75,000       8,250       16,500       24,750       33,000  
  100,000       11,000       22,000       33,000       44,000  
  125,000       13,750       27,500       41,250       55,000  
  150,000       16,500       33,000       49,500       66,000  
  175,000       19,250       38,500       57,750       77,000  
  200,000       22,000       44,000       66,000       88,000  

* Compensation in excess of $200,000 is not taken into account under the pension plan.

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SALARY COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     Under the supervision of the Salary Committee of the Board of Directors, the Company has developed compensation policies which seek to enhance the profitability of the Company, and thus shareholder value, by aligning closely the financial interests of the Company’s corporate officers and other key employees with those of its shareholders. As a starting point, annual base salaries are generally set somewhat below competitive levels so that the Company relies to a large degree on annual incentive compensation to retain corporate officers and other key employees of outstanding abilities and to motivate them to perform to the full extent of their abilities. The incentive compensation is then closely tied to corporate and individual performances in a manner that encourages a long and continuing focus on building profitability and shareholder value.

      Based on an evaluation of these factors, the Committee believes that the corporate officers and other key employees of the Company are dedicated to achieving improvements in long-term financial performance and that the compensation policies the Committee administers have contributed to achieving this management focus.

      Compensation for each of the Named Officers, as well as other executive officers and certain senior executives, consists of a base salary and annual incentive compensation or profit sharing. The base salaries are fixed at levels somewhat below the competitive amounts paid to senior managers with comparable qualifications, experience and responsibilities at other companies engaged in the same or similar businesses as the Company. The annual incentive compensation is more closely tied to the Company’s success in achieving significant financial and non-financial performance goals. The Committee considers the total compensation of each of the Named Officers and the other executive officers and certain senior executives in establishing the elements of compensation.

      In the early part of each fiscal year, the Committee reviews with the Chief Executive Officer and approves, with modifications considered appropriate, an annual salary for the Company’s executive officers and certain senior executives (other than the Chief Executive Officer). Salaries are developed based upon industry and national surveys and performance judgments as to the past and expected future contributions of the individual executive officers and certain senior executives. The Committee independently reviews and fixes the base salary of the Chief Executive Officer based on similar competitive compensation data and the Committee’s assessment of his past performance and its expectation as to his future contributions in leading the Company.

      At the beginning of each year, performance objectives for purposes of determining annual profit sharing are also established based upon operating earnings. At the end of each year, performance against these objectives is determined by an arithmetic calculation. In determining the profit sharing in 2003 for eligible employees, including the Named Officers, the Committee reviews management’s recommendations with the Chief Executive Officer based on individual performance. The results of

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these evaluations are considered by the Salary Committee and the Board of Directors when determining the amounts to be awarded as profit sharing (which appear as “Bonus” in the Summary Compensation Table on page 13).

      The Committee believes that its compensation policies have successfully focused the Company’s senior management on building continued profitability and shareholder value.

      The foregoing report has been furnished by members of the Salary Committee.

         
 
/s/ THOMAS E. HOAGLIN
Thomas E. Hoaglin 		  /s/ W. WAYNE WALSTON
W. Wayne Walston
Chairman 		  /s/ CHRISTOPHER H. LAKE
Christopher H. Lake

SHAREHOLDER RETURN PERFORMANCE PRESENTATION

     Set forth below is a line graph comparing the yearly percentage change in the cumulative total shareholder return on the Company’s Common Shares against the cumulative total return of the American Stock Exchange Market Value Index and a Peer Group Index for the period of five fiscal years commencing January 1, 1999 and ending December 31, 2003. The issuers in the Peer Group Index were selected on a line-of-business basis by reference to SIC Code 3561— Pumps and Pumping Equipment. The Peer Group Index is composed of the following issuers: Ampco-Pittsburgh Corp., Flowserve Corp., Graco Inc., Idex Corp., Met-Pro Corp., Robbins & Myers Inc. and Roper Industries Inc., in addition to the Company.

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COMPARISON OF 5-YEAR CUMULATIVE
TOTAL RETURN
AMONG THE GORMAN-RUPP COMPANY,
AMEX MARKET INDEX
AND PEER GROUP INDEX

(Performance Graph)

                         
Pumps & Pumping
The Gorman-Rupp Co. Equipment AMEX Market Index
 
1997
    100.00       100.00       100.00  
1998
    81.89       86.14       98.64  
1999
    88.82       111.22       122.98  
2000
    94.83       120.28       121.47  
2001
    145.89       154.95       115.87  
2002
    130.79       131.16       111.25  

• ASSUMES $100 INVESTED ON JAN. 1, 1999

• ASSUMES DIVIDEND REINVESTED
• FISCAL YEAR ENDING DEC. 31, 2003

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APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

(Proposal No. 2)

     A proposal will be presented at the Meeting to ratify the appointment by the Audit Review Committee of the Board of Directors of Ernst & Young LLP as independent public accountants for the Company during the year ending December 31, 2004. Representatives of Ernst & Young LLP are expected to be present at the Meeting, will have an opportunity to make a statement if they so desire, and are expected to be available to respond to appropriate questions.

      The Company paid Ernst & Young LLP the following fees in connection with the Company’s fiscal years ending December 31, 2003 and 2002:

      Audit Fees — $343,000 (2003); $269,000 (2002). Audit fees consist of the aggregate fees billed for professional services rendered for the audit of the Company’s annual financial statements and the reviews of the Company’s interim financial statements included in its quarterly reports on Form 10-Q, or services that are normally provided by the accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years.

      Audit-Related Fees — $107,000 (2003); $23,000 (2002). Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under the caption “Audit Fees.” The audit-related fees were paid for the following services: benefit plan audits, Sarbanes-Oxley Section 404 readiness, and other Sarbanes-Oxley requirements.

      Tax Fees — $164,000 (2003); $246,000 (2002). Tax fees consist of the aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning. The tax fees were paid for the following services: federal and international tax planning and advice; federal, state, local and international tax compliance; state and local tax consulting; form 5500 compliance issues; Canadian compliance issues; and other tax advice and assistance regarding statutory and regulatory matters.

      All Other Fees — $15,000 (2003); $27,000  (2002). The “all other fees” category consists of the aggregate fees billed for products and services provided, other than the services reported in the foregoing three paragraphs. These fees were paid for the following products and services: advice and assistance related to individual income tax returns.

      Under its Charter, the Audit Review Committee of the Company’s Board of Directors is directly responsible for the oversight of the work of Ernst & Young LLP and has the sole authority to (i) appoint, retain and terminate Ernst & Young LLP, (ii) pre-approve all audit engagement fees, terms and services, and (iii) pre-approve any non-audit engagements with Ernst & Young LLP. The Committee exercises this authority in a manner consistent with applicable law and the rules of the

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Securities and Exchange Commission and the American Stock Exchange, and Ernst & Young LLP reports directly to Committee. In addition, the Committee has determined to delegate its authority to grant any pre-approvals to its Chairman, subject to the report of any such pre-approvals to the Committee at its next scheduled meeting. With respect to certain of the services categorized above, the following percentage of services were rendered by Ernst & Young LLP in accordance with the annual de minimus exception to the pre-approval requirement: Audit-Related Fees — 0%; Tax Fees — 0%; All Other Fees — 0%.

      Ratification by the shareholders of the appointment of Ernst & Young LLP is not required by law. However, the Board of Directors believes that shareholders should be given this opportunity to express their views on the subject. While not binding on the Audit Review Committee of the Board of Directors, the failure of the shareholders to ratify the appointment of Ernst & Young LLP as the Company’s independent public accountants would be considered by the Audit Review Committee in determining whether to continue the engagement of Ernst & Young LLP. Even if the appointment is ratified, the Audit Review Committee of the Board of Directors may, in its discretion, select a different firm of independent public accountants for the Company at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.

      The Directors recommend a vote FOR Proposal No. 2 to ratify the appointment of Ernst & Young LLP as the Company’s independent public accountants.

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GENERAL INFORMATION

     The Company’s 2003 annual report to shareholders, including financial statements, is being mailed concurrently with this Proxy Statement to all shareholders of the Company.

      The cost of soliciting proxies will be paid by the Company. In addition to the use of the mails, proxies may be solicited personally or by telephone, telecopy or other means of communication by a few officers or regular employees of the Company. No separate compensation will be paid for the solicitation of proxies, although the Company may reimburse brokers and other persons holding Common Shares in their names or in the names of nominees for their expenses in sending proxy material to the beneficial owners of such Common Shares.

      Any proposal by a shareholder intended to be presented at the 2005 annual meeting of shareholders must be received by the Company for inclusion in the proxy statement and form of proxy of the Company relating to such meeting on or before November 19, 2004. If a shareholder proposal is received after February 23, 2005, it will be considered untimely and the proxy holders may use their discretionary voting authority if and when the proposal is raised at such annual meeting, without any discussion of the matter in the proxy statement. The Board of Directors’ proxy for the 2005 annual meeting of shareholders will grant discretionary voting authority to the proxy holders with respect to any such proposal received after February 23, 2005.

      Any shareholder wishing to communicate with the Board of Directors may send a written statement or inquiry to the Company’s Corporate Secretary. All writings will be acknowledged by the Corporate Secretary and presented for consideration and response at the next scheduled Board meeting.

OTHER BUSINESS

     Financial and other reports will be submitted to the Meeting, but it is not intended that any action will be taken in respect thereof. The Company did not receive notice by February 22, 2004 of, and the Board of Directors is not aware of, any matters other than those referred to in this Proxy Statement which might be brought before the Meeting for action. Therefore, if any such other matters should arise, it is intended that the persons appointed as proxy holders will vote or act thereon in accordance with their own judgment.

      You are urged to date, sign and return your proxy promptly. For your convenience, enclosed is a self-addressed return envelope requiring no postage if mailed in the United States.

  By Order of the Board of Directors
 
  DAVID P. EMMENS
  Corporate Secretary

March 18, 2004

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APPENDIX

THE GORMAN-RUPP COMPANY

AUDIT REVIEW COMMITTEE CHARTER

Purposes

      The purposes of the Committee are to (a) assist the Board of Directors in fulfilling the Board of Directors’ oversight responsibilities with respect to (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the independent auditors’ qualifications and independence, and (iv) the performance of the independent auditors and the Company’s internal audit function; and (b) prepare the Committee’s report to be included in the Company’s annual proxy statement (the “Audit Review Committee Report”).

Authority of the Committee

      The Committee has the sole authority to (a) appoint, retain and terminate the Company’s independent auditors, (b) pre-approve all audit engagement fees, terms and services, and (c) pre-approve any non-audit engagements with the Company’s independent auditors. The independent auditors shall report directly to the Committee. The Committee shall exercise this authority in a manner consistent with applicable law and the rules of the Securities and Exchange Commission (“SEC”) and the American Stock Exchange, LLC (“AMEX”). The Committee may delegate the authority to grant any pre-approvals required by applicable law or rules to one or more members of the Committee as it designates, subject to the delegated member or members reporting any such pre-approvals to the Committee at its next scheduled meeting.

      The Committee shall have the resources and authority necessary to discharge its responsibilities as required by law, including the authority to engage independent counsel and other advisors as the Committee deems necessary to carry out its duties, and the Company will provide appropriate funding as determined by the Committee.

      The Committee is further empowered to:

        Resolve any disagreements between management and independent auditors regarding financial reporting.
 
        Conduct or authorize investigations into matters within its scope of responsibility.
 
        Solicit information from or meet with Company officers, employees or agents, as necessary.
 
        Set hiring policies for employees or former employees of the independent auditors.

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Composition of the Committee

      The Committee shall consist of at least three members. The Board of Directors will appoint the members and the Chairman of the Committee. Committee members shall serve at the pleasure of the Board of Directors and for such term or terms as the Board of Directors may determine.

      Each Committee member shall (a) meet the independence criteria of the rules of the SEC and the AMEX, and (b) be financially literate or become financially literate within a reasonable period of time after his or her appointment to the Committee. Additionally, at least one member of the Committee shall have accounting or related financial management expertise sufficient to meet the criteria of a “financial expert” within the meaning of the SEC rules.

      Each Committee member shall serve on no more than three audit committees of public companies (including the Company).

Meetings of the Committee

      The Committee shall meet in person or telephonically at least quarterly, or more frequently as it may determine necessary. The Chairman of the Committee shall, in consultation with the other members of the Committee, the Company’s independent auditors and the appropriate officers of the Company, be responsible for calling meetings of the Committee, establishing agenda therefor and supervising the conduct thereof. The Committee may also take any action permitted hereunder by unanimous written consent.

      The Committee may invite any officer or employee of the Company or the Company’s outside legal counsel or independent auditors or others to attend a meeting of the Committee. The Committee shall meet quarterly with the Company’s management, and as needed with the internal audit staff and/or the independent auditors to discuss any matter that the Committee, management, the independent auditors or such other persons believe should be discussed.

Duties and Responsibilities of the Committee

      The Committee is responsible for overseeing the Company’s financial reporting process on behalf of the Board of Directors.

      The Committee shall carry out the following responsibilities:

     Financial Statements

        Review and discuss with appropriate officers of the Company and the independent auditors the annual audited and quarterly financial statements of the Company, including (a) the Company’s disclosure of significant accounting policies under “Management’s Discussion and

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  Analysis of Financial Condition and Results of Operations,” and (b) the disclosures regarding internal controls and other matters required by applicable law and SEC rules.
 
        Review and discuss earnings and other financial press releases (including any use of “pro forma” or “adjusted” non-GAAP information), as well as financial information and earnings guidance provided to analysts and rating agencies (which review may occur after issuance and may be done generally as a review of the types of information to be disclosed and the form of presentation to be made).
 
        Review disclosures made by the Company’s CEO and CFO in connection with the Forms 10-K and 10-Q certification process concerning significant deficiencies in the design or operation of internal controls or any fraud that involves management or other employees who have a significant role in the Company’s internal controls.
 
        Review significant accounting, legal and reporting issues, and understand their impact on the financial statement presentations.

     Internal Audit

        Review and discuss with the internal audit staff the Internal Audit Charter and plans for and the scope of ongoing audit activities.
 
        Review and discuss with the internal audit staff risk assessment issues, the annual report of audit activities, and examinations and results thereof performed by the internal audit staff.
 
        Understand the scope of internal and independent auditors’ review of internal controls, and obtain reports on significant findings and recommendations, together with management’s responses.
 
        Review the effectiveness of the Company’s internal control system, including information technology security.
 
        Meet separately with management to discuss any matters that the Committee or internal audit staff believe should be discussed privately.

     Independent Audit

        Review the performance of the independent auditors. In performing this review, the Committee shall:
 
        At 1east annually, obtain and review a report by the independent auditors describing (a) the audit firm’s internal quality-control procedures, and (b) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or

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  investigation by governmental or professional authorities, within the preceding five years, with respect to one or more independent audits carried out by the firm, and any steps taken to deal with any such issues raised.
 
        In connection with the retention of the Company’s independent auditors, at least annually, review and discuss the information provided by management and the auditors, relating to the independence of the audit firm, including, among other things, information related to the non-audit services provided and expected to be provided by the auditors.
 
        Review and discuss with the independent auditors the plans for, and the scope of, the annual audit and other examinations, including the adequacy of staffing and compensation.
 
        Review and discuss with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of the audit, as well as any audit problems or difficulties and management’s response.
 
        Review and discuss with the independent auditors (a) the report of their annual audit, or proposed report of their annual audit, (b) the accompanying management letter, if any, (c) their reviews of the Company’s interim financial statements conducted in accordance with Statement on Auditing Standards No. 100, and (d) the reports of the results of such other examinations outside of the course of the independent auditors’ normal audit procedures that the independent auditors may from time to time undertake.
 
        Confirm the rotation of the independent audit partner every five years and other audit partners every seven years.
 
        Review and discuss with the internal audit staff recommendations made by the independent auditors.

     Compliance

        Periodically obtain reports from management that the Company and its subsidiary/foreign affiliated entities are in conformity with applicable legal requirements and the Company’s Code of Ethics.
 
        Establish procedures for (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls or auditing matters; and (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters as required by applicable law and the SEC and AMEX rules and (c) the confidential receipt, retention and consideration of any report of evidence of a material violation (within the meaning of Rule 205 of the Rules of Practice of the SEC).

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        Discuss with the Company’s Corporate Counsel legal matters that may have a material impact on the financial statements or the Company’s compliance policies.

     Reporting Responsibility

        Report its activities regularly to the Board of Directors in such manner and at such times as the Committee and the Board of Directors deem appropriate, but in no event less than once a year.

     Other Responsibilities

        Obtain assurance from the independent auditors that in the course of conducting the audit, there have been no acts detected or that have otherwise come to the attention of the audit firm that require disclosure to the Committee under Section 10A(b) of the Securities Exchange Act of 1934.
 
        Discuss guidelines and policies with respect to risk assessment and risk management to assess and manage the Company’s exposure to risk. The Committee shall discuss the Company’s major financial risk exposures and the steps management has taken to monitor and control these exposures.
 
        Review and discuss any filing with the Securities and Exchange Commission in which the independent auditor has been involved with respect to preparation or review.
 
        Review and discuss such other matters that relate to the accounting, auditing and financial reporting practices and procedures of the Company as the Committee may, in its own discretion, deem desirable in connection with the review functions described above.
 
        The Committee shall have the authority to establish other rules and operating procedures in order to fulfill its obligation under this Charter and applicable rules or regulations.

Audit Review Committee Report

      The Committee will prepare, with the assistance of management, the independent auditors and outside legal counsel, the Audit Review Committee Report.

Annual Review of Charter

      The Committee will conduct and review with the Board of Directors annually an evaluation of this Charter and recommend any changes to the Board of Directors. The Committee may conduct this charter evaluation in such manner as the Committee, in its business judgment, deems appropriate. In

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addition, the Committee will assure that the Charter will be attached as an appendix to the Company’s proxy statement at least once every three years.

Annual Performance Evaluation

      The Committee will conduct and review with the Board of Directors annually an evaluation of the Committee’s performance with respect to the requirements of this Charter. This evaluation will also set forth the goals and objectives of the Committee for the upcoming year. The Committee may conduct this performance evaluation in such manner as the Committee, in its business judgment, deems appropriate.

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    The Gorman-Rupp Company
305 Bowman Street • Mansfield, Ohio 44903 		  This proxy is solicited on behalf of
the Board of Directors
   
   
     
        The undersigned hereby appoints James C. Gorman, David P. Emmens and Jeffrey S. Gorman as Proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote all of The Gorman-Rupp Company Common Shares held of record on March 1, 2004 by the undersigned at the Annual Meeting of the shareholders to be held on April 22, 2004, or at any adjournment thereof, as follows:
             
NOMINEES FOR
DIRECTORS:
JAMES C. GORMAN
JEFFREY S. GORMAN
THOMAS E. HOAGLIN
CHRISTOPHER H. LAKE
DR. PETER B. LAKE
RICK R. TAYLOR
W. WAYNE WALSTON
JOHN A. WALTER 		  The Board of Directors recommend a vote FOR Proposal No. 1.
1. ELECTION OF DIRECTORS

Fixing the number of Directors at 8 and electing
all nominees listed (except as marked to the contrary below)

(INSTRUCTION: To withhold authority
to vote for any individual nominee, write his name below.) 		  FOR
 o 		  WITHHOLD
AUTHORITY
to vote for all
nominees listed
o
     
   
                 
    The Board of Directors recommend a vote FOR Proposal No. 2.            
    2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP as independent public accountants   FOR
o 		  AGAINST
o 		  ABSTAIN
o

(Sign and date on other side)

(Continued from other side)

     
PROXY   3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Meeting.

COMMON
SHARES		   When properly executed, this proxy will be voted in the manner directed by the undersigned shareholder; if no direction is made, this proxy will be voted FOR proposals 1 and 2.

Please sign exactly as your name appears below. If signing as attorney, executor, administrator, trustee or guardian,
     
 
    please give full title as such; and if signing for a corporation, please give your title. When shares are in the names of more than one person, each should sign.

Date:  , 2004
Signature of Shareholder(s)

  o Please check this box if you plan to attend the Meeting.