**Exhibit10.39**

**AMENDMENTNO. TWOTO THEUNIVERSAL COMPRESSION HOLDINGS, INC.EMPLOYEE STOCK PURCHASE PLAN**

**ARTICLEIPURPOSE**

1.01*    Purpose.*    TheUniversal Compression Holdings, Inc. Employee Stock Purchase Plan (the “Plan”),was adopted by the Board of Directors to encourage employees of UniversalCompression Holdings, Inc. (“Universal”) to remain in its employ andparticipate in its growth by providing a method whereby employees of Universaland its eligible Subsidiary Corporations (collectively, with Universal, the “Company”)will have an opportunity to acquire a proprietary interest in the Company’slong-term performance and success through the purchase of shares of the CommonStock at a price that may be less than the fair market value of the stock on thedate of purchase from funds accumulated through payroll deductions. It is theintention of the Company to have the Plan qualify as an “employee stockpurchase plan” under section 423 of the Internal Revenue Code of 1986, asamended (the “Code”). The provisions of the Plan shall be construed so as toextend and limit participation in a manner consistent with the requirements ofthat section of the Code. The Plan as originally adopted reflected that TwoHundred Fifty Thousand (250,000) shares of Common Stock were available forpurchase pursuant to the Plan. The Company now amends and restates the Planeffective as of April 19, 2006, to reflect that an additional Two HundredFifty Thousand (250,000) shares of Common Stock will be available for purchasepursuant to the Plan.

**ARTICLEIIDEFINITIONS**

2.01 “Board”means the Board of Directors of Universal.

2.02 “CommonStock” means the Common Stock, $0.01 par value, of Universal.

2.03 “Committee”means the committee appointed by the Board pursuant to Article X toadminister the Plan. If the Board does not appoint a Committee, or if aCommittee otherwise fails to exist at any time during the term hereof, theBoard shall perform the functions of the Committee.

2.04 “EligiblePay” means regular straight-time earnings, including commissions, but excludingpayments for overtime, shift premium, bonuses and other incentive and specialpayments.

2.05 “Employee”means any person who is customarily employed, within the meaning of Codesection 3401, by the Company (i) more than 20 hours per week or(ii) at least five months in any calendar year. The Committee shalldetermine when an Employee’s period of employment terminates and when suchperiod of employment is deemed to be continued during an approved leave ofabsence.

2.06 “Offering”means any offering as described in Section 4.02 hereof permittingParticipants to purchase Common Stock under the Plan.

2.07 “OfferingCommencement Date” means the date on which an Offering will commence, asdescribed in Section 4.02.

2.08 “OfferingPeriod” means the period between the Offering Commencement Date and theOffering Termination Date, as described in Section 4.02.

2.09 “OfferingTermination Date” means the last day of an Offering Period, as described inSection 4.02.

1

----

2.10 “Participant”means an Employee who exercises an option to purchase Common Stock under thePlan by authorizing payroll deductions under Section 5.02.

2.11 “Plan”means the Universal Compression Holdings, Inc. Employee Stock PurchasePlan, as set forth herein and as it may be amended from time to time.

2.12 “SubsidiaryCorporation” means (i) any “subsidiary corporation” of Universal as thatterm is defined in section 424(f) of the Code, (ii) any other entitythat is taxed as a corporation under Code Section 7701(a)(3) and is amember of the “affiliated group” as defined in Code Section 1504(a) ofwhich Universal is the common parent, and (iii) any other entity as may bepermitted from time to time by the Code or the Internal Revenue Service to bean employer of employees participating in the Plan; provided, however, that anysuch Subsidiary Corporation must be designated as a participating employer inthe Plan by the Board.

**ARTICLEIIIELIGIBILITY AND PARTICIPATION**

3.01*    Initial Eligibility.*    Exceptas provided in Section 3.02, any Employee who shall have completed ninety(90) days’ employment and shall be employed by the Company on the date hisparticipation in the Plan is to become effective shall be eligible toparticipate in Offerings under the Plan which commence on or after suchninety-day period has concluded.

3.02*    Restrictions onParticipation.*    Notwithstanding any provisionsof the Plan to the contrary, no Employee shall be granted an option to purchaseCommon Stock under the Plan:

(a)   if,immediately after the grant, such Employee would own stock, and/or holdoutstanding options to purchase stock, possessing 5% or more of the totalcombined voting power or value of all classes of stock of the Company (forpurposes of this subparagraph, the rules of section 424(d) of the Codeshall apply in determining stock ownership of any Employee) and any optiongranted to an Employee which results in his stock ownership (as determinedunder section 423(b)(3) of the Code) equaling or exceeding such 5% limitationshall be entirely void as if it had never been granted; or

(b)   whichpermits his rights to purchase stock under all employee stock purchase plans ofthe Company to accrue at a rate which exceeds $25,000 in fair market value ofthe stock (determined at the time such option is granted) for each calendaryear in which such option is outstanding. For purposes of this subparagraph(b), (i) an option accrues when the option first becomes exercisableduring any calendar year; (ii) an option accrues at a rate provided in theapplicable Offering, but in no case may such rate for any Employee exceed$25,000 of the fair market value of stock determined at the time the option isgranted for any one calendar year; (iii) an option that has accrued underany one Offering may not be carried over by a Participant to any otherOffering; and (iv) only rights to purchase stock that have been grantedunder an employee stock purchase plan that complies with section 423 ofthe Code shall be taken into account.

3.03*    Commencement of Participation.*    Aneligible Employee may become a Participant by completing an authorization for apayroll deduction in accordance with Section 5.02 on the form provided bythe Company and filing it with the Company’s finance department on or beforethe date set therefore by the Committee, which date shall be prior to theOffering.

**ARTICLEIVOFFERINGS**

4.01*    Shares Offered.*    Thetotal number of shares of Common Stock available under the Plan is Five HundredThousand (500,000) shares. If any Offering shall expire without the rightsunder such Offering having been exercised in full, such unpurchased sharescovered thereby shall be added to the shares otherwise available for futureOfferings.

4.02*    Offerings.*    TheCompany may make periodic Offerings to eligible employees to purchase 

2

----

Common Stock under thePlan, the duration of which may be for a period of three months up to one year;provided, however, that the initial Offering Commencement Date may be for aperiod of less than three months, as determined by the Committee. OfferingPeriods commencing after the initial Offering Period will commence onJanuary 1, April 1, July 1 or October 1. With respect toeach Offering, the Committee, at its discretion, may specify the maximum numberof shares of Common Stock that may be purchased under the Offering or suchother limitations that it may deem appropriate. The number of shares of CommonStock that may be purchased under each successive Offering shall be all or aportion of the balance of the Five Hundred Thousand (500,000) shares authorizedbut not purchased previously under the terms of this Plan.

As used in thePlan, “Offering Commencement Date” means the January 1, April 1,July 1 or October 1, as the case may be, on which the particularOffering begins. “Offering Termination Date” means the March 31,June 30, September 30 or December 31, as the case may be, onwhich the particular Offering terminates, and “Offering Period” means theperiod from the Offering Commencement Date to the Offering Termination Date.

**ARTICLEVPAYROLL DEDUCTIONS**

5.01*    Offering Rights.*    Withrespect to each Offering, each Employee shall be offered the opportunity toelect to have deducted from each paycheck issued during the Offering Period anamount as determined by the Participant which shall be withheld by the Companyfor the purchase on behalf of such electing Employee of the number of wholeshares of Common Stock that can be purchased with the amount deducted for suchpurpose, but in no event may the number of whole shares which may be purchasedby any Participant exceed the number of whole shares available during theOffering Period or exceed the individual Participant allotment, if any, for theOffering Period described in Section 6.03 hereof. Fractional shares maynot be purchased; any funds that are insufficient to purchase whole sharesshall remain in each affected Participant’s Plan account until the followingOffering Period, at which time such funds shall be (i) combined with theParticipant’s payroll deduction for the following Offering Period and used topurchase whole shares for each affected Participant who remains eligible toparticipate in such Offering Period, or (ii) returned to each affectedParticipant who is not eligible to participate in the following OfferingPeriod.

5.02*    Payroll Deductions.*    EachEmployee shall become a Participant pursuant to the terms of an Offering byfiling a written election to participate in that Offering in the form of apayroll deduction authorization prior to the Offering Commencement Date on theform provided by the Company for that purpose. A Participant may elect to havehis authorization continue for future Offerings until revoked or modified inwriting. A Participant may elect to have deductions made from his pay in one oftwo ways. At the time a Participant files his authorization for payrolldeduction, he shall elect to have deductions made from his pay on each paydayduring the time he is a Participant in an Offering at the rate of any specifiedwhole percentage from 1% up to and including 10% of his Eligible Pay in effectat the Offering Commencement Date or the Participant shall elect to have aspecific dollar amount deducted from his pay on each payday during the time heis a Participant pursuant to rules that may be proscribed from time to time bythe Committee; provided, however, that each payroll deduction shall be in anamount not less than $20 per payroll period and shall be subject to therestrictions contained in Section 3.02. In the case of a part-time hourlyEmployee, such Employee’s Eligible Pay during an Offering shall be determinedby multiplying such Employee’s hourly rate of pay in effect on the OfferingCommencement Date by the number of regularly scheduled hours of work for suchEmployee during such Offering. Payroll deductions shall commence with the firstregular payroll period coinciding with or ending on the Offering CommencementDate, or at such other time as may be specified in such Offering and shall endon the earlier of the last regular payroll period coinciding with or endingbefore the Offering Termination Date or, if earlier, upon the termination ofthe Participant’s employment with the Company.

5.03*    Method of Payment;Participant’s Account.*    The Company willmaintain or cause to have maintained a Plan account on its books in the namesof each Participant. All payroll deductions made for a Participant shall becredited to his account under the Plan. Purchases of shares of Common Stock byany 

3

----

Participant pursuant toan Offering shall be made with funds accumulated in the Participant’s accountthrough payroll deductions from the Participant’s Eligible Pay during theOffering Period. A Participant may not make any separate cash payment into suchaccount except when on leave of absence and then only as provided inSection 5.05. The Company shall not credit a Participant’s Plan accountwith interest on any payroll deduction.

5.04*    Changes in PayrollDeductions.*    A Participant may discontinue hisparticipation in the Plan as provided in Article VII, but no other changecan be made during an Offering and, specifically, a Participant may not alterthe amount of his payroll deductions for that Offering.

5.05*    Leave of Absence.*    Ifa Participant goes on a leave of absence, such Participant shall have the rightto elect (i) to withdraw the balance in his Plan account pursuant toArticle VII, (ii) to discontinue contributions to the Plan but remaina Participant in the Plan, or (iii) to remain a Participant in the Plan duringsuch leave of absence, authorizing deductions to be made from payments by theCompany to the Participant during such leave of absence and undertaking to makecash payments to the Plan at the end of each payroll period to the extent thatamounts payable by the Company to such Participant are insufficient to meetsuch Participant’s authorized Plan deductions.

**ARTICLEVITERMS AND CONDITIONS OF OFFERINGS AND OPTIONS**

6.01*    Terms and Conditions.*    Exceptas provided in Section 3.02(b), all Participants shall have the same rightsand privileges, as specified below in this Article VI.

6.02*    Number of Option Shares.*    Oneach Offering Commencement Date, a Participant shall be deemed to have beengranted an option to purchase shares of Common Stock of the Company equal tothe percentage of the Employee’s Eligible Pay that he has elected to havewithheld through payroll deductions multiplied by the Employee’s Eligible Payduring the Offering Period, or the specified portion elected, divided by thepurchase price per share determined under Section 6.04, subject to theallotments, if any, for the Offering Period described in Section 6.03.

6.03*    Allotment of Shares.*    Ifthe total number of shares of Common Stock to be purchased by Participantsthrough payroll deduction under any Offering exceeds the shares available forpurchase under the Offering, the Committee may make allotments of shares amongthe Participants on any basis consistent with the terms of the Plan, andOfferings for shares, if any, in excess of the shares so allotted shall bedeemed to have lapsed. Any funds remaining in a Participant’s account after anOffering as a result of this Section 6.03 shall be carried over into thenext Offering, or shall be returned to the Participant as soon as practicableif another Offering will not occur or if the Employee does not elect toparticipate in the next Offering.

6.04*    Purchase Price.*    Thepurchase price per share at which Common Stock may be purchased under eachOffering shall be a percentage established by the Committee prior to theOffering Commencement Date which is from 85% to 100% of the lesser of the fairmarket value of a share of Common Stock as determined as of (i) theOffering Commencement Date or (ii) the Offering Termination Date. Indetermining the purchase price, the fair market value per share of Common Stockshall be the closing price reported, if any, on the New York Stock Exchange orsuccessor exchange or market system for the date on which such value is beingdetermined; provided, however, that if the closing sales price is not reportedon such date, then the closing price on the most recently preceding date onwhich such price was reported shall be used. If no trading market on the NewYork Stock Exchange exists, the Board of Directors or the Committee shalldetermine the fair market value for this purpose.

6.05*    Nontransferability ofOptions.*    An option shall not be transferableby the Employee or Participant to whom it has been granted otherwise than bywill or the laws of descent and distribution and shall be exercisable, duringthe Participant’s lifetime, only by the Participant. Further, in the discretionof the Board, the terms of any Offering may prohibit transfer under anycircumstances and provide for cancellation of the unexercised portion of anyoption upon the death of a Participant.

4

----

6.06*    Purchases.*    Asof the Offering Termination Date, or such other date as required byadministrative operational requirements, purchases of shares of Common Stock byany Participant pursuant to an Offering shall be made with funds accumulated inthe Participant’s account through payroll deductions from the Participant’s payor as otherwise permitted by the Board, under rules of uniform application overthe time period specified in such Offering.

6.07*    Other Provisions.*    EachOffering shall contain such other provisions as the Committee shall deemadvisable, including restrictions on resale of Common Stock purchased throughan Offering, provided that no such provisions may in any way conflict, or be inconsistentwith the terms of the Plan as amended from time to time.

6.08*    Requirements of Law.*    Theissuance of any Common Stock hereunder is conditioned upon registration orexemption of the Common Stock to be issued under applicable federal and statesecurities laws and its listing on any applicable stock exchange. In no eventshall any Common Stock be issued hereunder prior to the effective date of anysuch registration, exemption or listing application. In addition, unless anduntil the Plan is approved by a proper vote of the stockholders of Universal,the purchase price per share under Section 6.04 shall be at least 100% ofthe fair market value determined thereunder.

6.09*    Issuance of Common Stock.*    Theshares of Common Stock purchased by each Participant with respect to eachOffering shall be considered to be issued and outstanding to his credit as ofthe close of business on the Offering Termination Date or other purchase datefor the Offering as described in Section 6.06. Certificates for shares ofCommon Stock shall be issued in accordance with Section 7.02 only in thename of the Participant unless the Participant, or in the event of death, theParticipant’s designee, elects otherwise by written notice to the Company andthe Company gives prior written consent to such election.

6.10*    Account Balances.*    Nointerest shall accrue at any time for any amount credited to the account of aParticipant. After the close of each Offering, a report shall be sent to eachParticipant stating the entries made to his account, the number of shares ofCommon Stock purchased, and the applicable purchase price of such shares.

**ARTICLEVIIWITHDRAWALS FROM PARTICIPANT ACCOUNTS**

7.01*    Withdrawal From Offering.*    Exceptfor any officer of the Company who is subject to the reporting requirements ofSection 16(a) of the Securities Exchange Act of 1934, as amended (an “Insider”),any Participant may cease participation in an Offering at any time prior to theOffering Termination Date and withdraw all cash amounts in his account byproviding at least fifteen (15) days’ prior written notice to the Company’shuman resource department revoking his payroll deduction authorization. Suchwithdrawals shall serve to cancel the Participant’s option, and the Participantshall thereupon cease his participation in such Offering. Partial cashwithdrawals shall not be permitted. Any cash withdrawal request shall be madein such form and under such conditions as may be specified from time to time bythe Committee. Insiders may not make cash withdrawals for so long as theyremain Insiders.

7.02*    Issuance of Certificates.*    Assoon as practicable after each Offering Period, each Participant will receive astock certificate representing all of the shares of Common Stock (in a wholenumber of shares) held in his account. Subject to Section 6.07, aParticipant shall not be permitted to pledge, transfer, or sell shares ofCommon Stock held in his account until they are issued in certificate form.

5

----

7.03*    Termination of Employment.*    Upontermination of a Participant’s employment with the Company for any reason,whether voluntary or involuntary, his participation in the Plan shallimmediately terminate. As soon thereafter as is practicable, the Participant,or the Participant’s beneficiary in the event of the Participant’s death, shallreceive (i) cash in an amount equal to the balance in his account as ofthe date of his termination of employment, without interest; (ii) a stockcertificate for all whole shares of Common Stock not yet delivered out of theaccount; and (iii) cash equivalent to any fractional shares of CommonStock in the account.

**ARTICLEVIIIRECAPITALIZATION OR REORGANIZATIONAND COMMON STOCK DIVIDENDS**

8.01*    Merger, Consolidation, orReorganization.*    In the event of a dissolutionor liquidation of the Company, or any merger, consolidation, or share exchangepursuant to which the holders of Common Stock would receive cash, securities orproperty from another person or entity, the Board, at its election, may causeeach outstanding option to terminate; provided, however, that each Participantshall in such event, subject to such rules and limitations of uniformapplication as the Board may prescribe, be entitled to the rights ofterminating Participants provided in Article VII.

8.02*    Capital Adjustments.*    Theaggregate number of shares of Common Stock that may be purchased by theexercise of outstanding options and the purchase price per share covered byeach such outstanding option and the number of shares of Common Stock held in aParticipant’s account shall be proportionately adjusted for any increase ordecrease in the number of issued shares resulting from a subdivision orconsolidation of Common Stock or other capital adjustment or the payment of aCommon Stock dividend or other increase or decrease in such shares of CommonStock effected without the receipt of consideration by the Company.

8.03*    Company’s Discretion.*    Thegrant of an option under the Plan shall not affect in any way the Company’sright or power to make adjustments, reclassifications, reorganizations, orchanges of its capital or business or to merge, consolidate, dissolve,liquidate, sell, or transfer all or any part of its business or assets.

**ARTICLEIXAMENDMENT OR TERMINATION OF THE PLAN**

9.01*    Amendment or Termination.*    TheBoard in its sole and absolute discretion may suspend or terminate the Plan,reconstitute the Plan in whole or in part, or amend or revise the Plan in anyrespect whatsoever except that (i) no amendment shall cause any option tofail to qualify as an option under section 423 of the Code;(ii) without approval of the stockholders, no amendment shall increase thenumber shares of Common Stock that may be sold under the Plan or make anychange in the Employees or class of Employees eligible to participate in thePlan; and (iii) without the approval of a Participant, no change shall bemade in the terms of any outstanding option adverse to the interest of theParticipant. The Plan shall terminate on the date that all shares of CommonStock authorized for sale under the Plan have been purchased, except asotherwise extended by authorizing additional shares under the Plan.

**ARTICLEXADMINISTRATION**

10.01*    Appointment of Committee.*    Ifthe Board appoints a Committee to administer the Plan, the Committee shallconsist of at least two directors of Universal. The Board may from time to timeappoint members of the Committee in substitution for or in addition to memberspreviously appointed and may fill vacancies, however caused, in the Committee.

10.02*    Authority of Committee.*    Subjectto the express provisions of the Plan, the Committee shall have full power andauthority in its discretion to interpret and construe any and all provisions ofthe Plan, to adopt rules and regulations for administering the Plan, and tomake all other determinations deemed 

6

----

necessary or advisablefor administering the Plan. The Committee’s determination on the foregoingmatters shall be final, conclusive and binding on all persons. The Committee maydelegate some or all of its administrative powers and responsibilities to suchother persons from time to time as it deems appropriate.

**ARTICLEXIMISCELLANEOUS**

11.01*    Nontransferability.*    Exceptby the laws of descent and distribution, no benefit provided hereunder shall besubject to alienation, assignment, or transfer by a Participant (or by anyperson entitled to such benefit pursuant to the terms of this Plan), nor shallit be subject to attachment or other legal process of whatever nature, and anyattempted alienation, assignment, attachment, or transfer shall be void and ofno effect whatsoever and, upon any such attempt, the benefit shall terminateand be of no force or effect. During a Participant’s lifetime, options grantedto the Participant shall be exercisable only by the Participant. Shares ofCommon Stock shall be delivered only to the Participant or death beneficiaryentitled to receive the same or to the Participant’s authorized legalrepresentative.

11.02*    No Employment Right.*    Neitherthis Plan nor any action taken hereunder shall be construed as giving any rightto any individual to be retained as an officer or Employee of the Company.

11.03*    Tax Withholding.*    TheCompany shall have the right to deduct from all payments hereunder any federal,state, local, or employment taxes that it deems are required by law to bewithheld with respect to such payments.

11.04*    Government and OtherRegulations.*    The obligation of the Company todeliver shares of Common Stock or make cash payments hereunder shall be subjectto all applicable laws, rules, and regulations and to such approvals by anygovernment agencies or regulatory authority as may be deemed necessary orappropriate by the Committee. If shares of Common Stock deliverable hereundermay in certain circumstances be exempt from registration under the SecuritiesAct of 1933, as amended, the Company may restrict its transfer in such manneras it deems advisable to ensure such exempt status. The Plan is intended tocomply with Rule 16b-3 under the Securities Exchange Act of 1934, asamended. Any provision inconsistent with such Rule shall be inoperative andshall not affect the validity of the Plan. The Plan shall be subject to anyprovision necessary to assure compliance with federal and state securitieslaws.

11.05*    Indemnification.*    Eachperson who is or at any time serves as a member of the Board and/or theCommittee shall be indemnified and held harmless by Universal against and from(i) any loss, cost, liability, or expense that may be imposed upon orreasonably incurred by such person in connection with or resulting from anyclaim, action, suit, or proceeding to which such person may be a party or inwhich such person may be involved by reason of any action or failure to act underthis Plan; and (ii) any and all amounts paid by such person insatisfaction of judgment in any such action, suit, or proceeding relating tothis Plan except to the extent that any such loss, cost, liability or expensearises from the gross negligence or willful misconduct of such person. Eachperson covered by this indemnification shall give Universal an opportunity, atits own expense, to handle and defend the same before such person undertakes tohandle and defend the same on such person’s own behalf. The foregoing right ofindemnification shall not be exclusive of any other rights of indemnificationto which such persons may be entitled under the charter or bylaws of Universal,as a matter of law, or otherwise, or any power that Universal may have toindemnify such person or hold such person harmless.

11.06*    Reliance on Reports.*    Eachmember of the Board and the Committee shall be fully justified in relying oracting in good faith upon any report made by the independent public accountantsof the Company and upon any other information furnished in connection with thisPlan. In no event shall any person who is or shall have been a member of theBoard and/or the Committee be liable for any determination made or other actiontaken or any omission to act in reliance upon any such report or information,or for any action taken, including the furnishing of information, or failure toact, if in good faith.

11.07*    Governing Law.*    Allmatters relating to this Plan shall be governed by the laws of the State 

7

----

of Texas, without regardto the principles of conflict of laws thereof, except to the extent preemptedby the laws of the United States.

11.08*    Relationship to OtherBenefits.*    No payment under this Plan shall betaken into account in determining any benefits under any pension, retirement,profit sharing, or group insurance plan of the Company.

11.09*    Expenses.*    Theexpenses of implementing and administering this Plan shall be borne by theCompany.

11.10*    Titles and Headings.*    Thetitles and headings of the Articles and Sections in this Plan are forconvenience of reference only, and in the event of any conflict, the text ofthis Plan, rather than such titles or headings, shall control.

11.11*    Application of Funds.*    Allfunds received by the Company under the Plan shall constitute general funds ofthe Company.

11.12*    Nonexclusivity of Plan.*    Neitherthe adoption of the Plan by the Board nor the submission of the Plan to thestockholders of Universal for approval shall be construed as creating anylimitations on the power of the Board to adopt such other incentivearrangements as it may deem desirable, including, without limitation, thegranting of stock options otherwise than under the Plan, and such arrangementsmay be either applicable generally or only in specific cases.

Effective as ofApril 19, 2006.
|        |   | UNIVERSAL COMPRESSION HOLDINGS, INC. |
|--------|--------|-------------------------------------------|
|   |   |                                      |
|   |   |                                      |
|   |   | By:                                       | /s/ J. Michael Anderson |   |
|   |   |                                      |   |
|   |   |                                      |   |
|   |   | Name:                                     | J. Michael Anderson |
|   |   |                                      |   |
|   |   |                                      |   |
|   |   | Title:                                    | Senior Vice President and Chief Financial Officer |

 

8

----