Exhibit 3.2
 FIRST AMENDED AND RESTATED
 BYLAWS
 OF
 Compressco Partners GP Inc.




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COMPRESSCO
PARTNERS GP INC.
 FIRST AMENDED AND RESTATED BYLAWS
 Table of Contents
 PageARTICLE I
OFFICESSection 1.01 Registered Office
    
    
    1Section 1.02 Other Offices
    
    
    1ARTICLE II
STOCKHOLDERSSection 2.01 Place of Meetings
    
    
    1Section 2.02 Quorum; Adjournment of Meetings
    
    
    1Section 2.03 Annual Meetings
    
    
    2Section 2.04 Special Meetings
    
    
    2Section 2.05 Record Date
    
    
    2Section 2.06 Notice of Meetings
    
    
    3Section 2.07 Stock List
    
    
    3Section 2.08 Proxies
    
    
    3Section 2.09 Voting; Elections; Inspectors
    
    
    4Section 2.10 Order of Business
    
    
    4Section 2.11 Treasury Stock
    
    
    5Section 2.12 Action Without Meeting
    
    
    5Section 2.13 Meetings by Remote Communication
    
    
    5ARTICLE III
BOARD OF DIRECTORSSection 3.01 Power; Number; Term of Office
    
    
    5Section 3.02 Quorum
    
    
    6Section 3.03 Place of Meetings; Order of Business
    
    
    6Section 3.04 First Meeting
    
    
    6Section 3.05 Regular Meetings
    
    
    6Section 3.06 Special Meetings
    
    
    6Section 3.07 Removal
    
    
    6Section 3.08 Vacancies; Increases in the Number of Directors
    
    
    7Section 3.09 Compensation
    
    
    7Section 3.10 Action Without a Meeting; Telephone Conference Meeting
    
    
    7ARTICLE IV
COMMITTEESSection 4.01 Designation; Powers
    
    
    8Section 4.02 Procedure; Meetings; Quorum
    
    
    8
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PageSection 4.03 Substitution and Removal of Members; Vacancies
    
    
    8ARTICLE V
OFFICERSSection 5.01 Number, Titles and Term of Office
    
    
    8Section 5.02 Salaries
    
    
    9Section 5.03 Removal
    
    
    9Section 5.04 Vacancies
    
    
    9Section 5.05 Powers and Duties of the President
    
    
    9Section 5.06 Powers and Duties of the Vice Presidents
    
    
    9Section 5.07 Powers and Duties of the Secretary
    
    
    9Section 5.08 Powers and Duties of the Treasurer
    
    
    10Section 5.09 Action with Respect to Securities of Other Corporations
    
    
    10ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTSSection 6.01 Right to Indemnification
    
    
    10Section 6.02 Indemnification of Employees and Agents
    
    
    11Section 6.03 Right of Claimant to Bring Suit
    
    
    11Section 6.04 Nonexclusivity of Rights
    
    
    12Section 6.05 Insurance
    
    
    12Section 6.06 Savings Clause
    
    
    12Section 6.07 Definitions
    
    
    12ARTICLE VII
CAPITAL STOCKSection 7.01 Certificates of Stock
    
    
    13Section 7.02 Transfer of Shares
    
    
    13Section 7.03 Ownership of Shares
    
    
    13Section 7.04 Regulations Regarding Certificates
    
    
    13Section 7.05 Lost or Destroyed Certificates
    
    
    14ARTICLE VIII
MISCELLANEOUS PROVISIONSSection 8.01 Fiscal Year
    
    
    14Section 8.02 Notice and Waiver of Notice
    
    
    14Section 8.03 Resignations
    
    
    14Section 8.04 Facsimile Signatures
    
    
    15Section 8.05 Reliance upon Books, Reports and Records
    
    
    15Section 8.06 Interested Directors and Officers
    
    
    15ARTICLE IX
AMENDMENTSSection 9.01 Amendments
    
    
    16
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FIRST AMENDED AND RESTATED BYLAWS
OF
COMPRESSCO PARTNERS GP INC.
 ARTICLE I
OFFICES
 Registered Office.
 Other Offices.
 ARTICLE II
STOCKHOLDERS
 Place of Meetings.
 Quorum; Adjournment of Meetings.
   1




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Annual Meetings.
 Special Meetings.
 Record Date.
    2




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Notice of Meetings.
 Stock List.
 Proxies
    3




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Voting; Elections; Inspectors.
     Order of Business.
 4




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Treasury Stock.
 Action Without Meeting.
 Meetings by Remote Communication
 ARTICLE III
BOARD OF DIRECTORS
 Power; Number; Term of Office.
   5




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Quorum.
 Place of Meetings; Order of Business.
 First Meeting.
 Regular Meetings.
 Special Meetings.
 Removal.
 6




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Vacancies; Increases in the Number of Directors.
   Compensation.
 Action Without a Meeting; Telephone Conference Meeting.
   7




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ARTICLE IV
COMMITTEES
 Designation; Powers.
 Procedure; Meetings; Quorum.
 Substitution and Removal of Members; Vacancies.
 ARTICLE V
OFFICERS
 Number, Titles and Term of Office.
 8




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Salaries.
 Removal.
 Vacancies.
 Powers and Duties of the President.
 Powers and Duties of the Vice Presidents.
 Powers and Duties of the Secretary.
 9




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Powers and Duties of the Treasurer.
 Action with Respect to Securities of Other Corporations.
 ARTICLE VI
INDEMNIFICATION OF DIRECTORS,
OFFICERS, EMPLOYEES AND AGENTS
 Right to Indemnification.
 10




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Indemnification of Employees and Agents.
 Right of Claimant to Bring Suit.
 11




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Nonexclusivity of Rights.
 Insurance.
 Savings Clause.
 Definitions.
 12




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ARTICLE VII
CAPITAL STOCK
 Certificates of Stock.
 Transfer of Shares.
 Ownership of Shares.
 Regulations Regarding Certificates.
 13




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Lost or Destroyed Certificates.
 ARTICLE VIII
MISCELLANEOUS PROVISIONS
 Fiscal Year.
 Notice and Waiver of Notice.
     Resignations.
 14




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Facsimile Signatures.
 Reliance upon Books, Reports and Records.
 Interested Directors and Officers.
      15




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ARTICLE IX
AMENDMENTS
 Amendments.
 16