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                                                                     EXHIBIT 4.2


                      UNIVERSAL COMPRESSION HOLDINGS, INC.
                             RESTRICTED STOCK PLAN
                             FOR EXECUTIVE OFFICERS

     The Board of Directors (the "Board") has adopted the Universal Compression
Holdings, Inc. Restricted Stock Plan for Executive Officers (the "Plan"),
covering an aggregate of Three Hundred and Fifty Thousand (350,000) shares of
Common Stock, as set forth herein.

     1. PURPOSE.  The purposes of the Plan are to attract and retain for the
Company and its Affiliates the best available Executive Officers, to provide
additional incentive to the Executive Officers, to increase their interest in
the Company's welfare and to promote the success of the business of the Company
and its Affiliates.

     2. DEFINITIONS.  As used herein, unless the context requires otherwise, the
following terms shall have the meanings indicated below:

          a. "Affiliate" means (i) any corporation, partnership or other entity
     which owns, directly or indirectly, a majority of the voting equity
     securities of the Company, or (ii) any corporation, partnership or other
     entity of which a majority of the voting equity securities or equity
     interest is owned, directly or indirectly, by the Company.

          b. "Award" means any Restricted Stock Award granted under the Plan to
     a Grantee pursuant to the terms, conditions and limitations that the
     Committee may establish in order to fulfill the objectives of the Plan.

          c. "Board" means the Board of Directors of the Company.

          d. "Change in Control" of the Company means the occurrence of any of
     the following events: (i) any "person" (as such term is used in Sections
     13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner"
     (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
     of securities of the Company representing 50 percent or more of the
     combined voting power of the Company's then outstanding securities; (ii) as
     a result of, or in connection with, any tender offer or exchange offer,
     merger, or other business combination (a "Transaction"), the persons who
     were directors of the Company immediately before the Transaction shall
     cease to constitute a majority of the Board of the Company or any successor
     to the Company; (iii) the Company is merged or consolidated with another
     corporation and as a result of the merger or consolidation less than 75
     percent of the outstanding voting securities of the surviving or resulting
     corporation shall then be owned in the aggregate by the former stockholders
     of the Company; (iv) a tender offer or exchange offer is made and
     consummated for the ownership of securities of the Company representing 50
     percent or more of the combined voting power of the Company's then
     outstanding voting securities; or (v) the Company transfers substantially
     all of its assets to another corporation which is not controlled by the
     Company.

          e. "Code" means the Internal Revenue Code of 1986, as amended, and any
     successor statute. Reference in the Plan to any section of the Code shall
     be deemed to include any amendments or successor provisions to such section
     and any Treasury regulations promulgated under such section.

          f. "Committee" means the committee, as constituted from time to time,
     of the Board that is appointed by the Board to administer the Plan;
     provided, however, that while the Common Stock is publicly traded, the
     Committee shall be a committee of the Board consisting solely of two or
     more Outside Directors, in accordance with Section 162(m) of the Code, and
     solely of two or more Non-Employee Directors, in accordance with Rule
     16b-3, as necessary in each case to satisfy such requirements with respect
     to Awards granted under the Plan. Notwithstanding any other provision of
     this Plan to the contrary, in the absence of a committee being appointed by
     the Board, the Committee shall mean the entire Board.

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          g. "Common Stock" means the Common Stock, $0.01 par value per share,
     of the Company or the common stock that the Company may in the future be
     authorized to issue (as long as the common stock varies from that currently
     authorized, if at all, only in amount of par value).

          h. "Company" means Universal Compression Holdings, Inc., a Delaware
     corporation.

          i. "Continuous Service" means that the provision of services to the
     Company in any capacity of Executive Officer is not interrupted or
     terminated. Service shall not be considered interrupted or terminated for
     this purpose in the case of (i) any approved leave of absence, (ii)
     transfers of employment involving the Company, or any successor, in any
     capacity of Executive Officer, or (iii) any change in status as long as the
     individual remains in the service of the Company in any capacity of
     Executive Officer. An approved leave of absence shall include sick leave,
     military leave, or any other authorized personal leave.

          j. "Covered Employee" means the chief executive officer and the four
     other most highly compensated officers of the Company for whom total
     compensation is required to be reported to shareholders under Regulation
     S-K, as determined for purposes of Section 162(m) of the Code.

          k. "Disability" means the "disability" of a person as defined in a
     then effective long-term disability plan maintained by the Company that
     covers such person, or if such a plan does not exist at any relevant time,
     "Disability" means the permanent and total disability of a person within
     the meaning of Section 22(e)(3) of the Code. Section 22(e)(3) of the Code
     provides that an individual is totally and permanently disabled if he is
     unable to engage in any substantial gainful activity by reason of any
     medically determinable physical or mental impairment which can be expected
     to result in death or which has lasted or can be expected to last for a
     continuous period of not less than twelve (12) months.

          l. "Exchange Act" means the Securities Exchange Act of 1934, as
     amended, and any successor statute. Reference in the Plan to any section of
     the Exchange Act shall be deemed to include any amendments or successor
     provisions to such section and any rules and regulations relating to such
     section.

          m. "Executive Officer" means a person who is an "Officer" of the
     Company within the meaning of Section 16 of the Exchange Act (whether or
     not the Company is subject to the requirements of the Exchange Act).

          n. "Fair Market Value" means, as of any date, the value of the Common
     Stock determined as follows:

             i. If the Common Stock is listed on any established stock exchange
        or traded on the Nasdaq National Market or the Nasdaq SmallCap Market,
        the Fair Market Value of a share of Common Stock shall be the closing
        sales price for such a share of Common Stock (or the closing bid, if no
        sales were reported) as quoted on such exchange or market (or the
        exchange or market with the greatest volume of trading in the Common
        Stock) on the day of determination (or if no such price or bid is
        reported on that day, on last market trading day prior to the day of
        determination), as reported in The Wall Street Journal or such other
        source as the Committee deems reliable.

             ii. In the absence of any such established markets for the Common
        Stock, the Fair Market Value shall be determined in good faith by the
        Committee.

          o. "Grantee" means an Executive Officer to whom an Award has been
     granted under the Plan.

          p. "Non-Employee Director" means a director of the Company who either
     (i) is not an employee or officer, does not receive compensation (directly
     or indirectly) from the Company or Affiliate in any capacity other than as
     a Director (except for an amount as to which disclosure would not be
     required under Item 404(a) of Regulation S-K), does not possess an interest
     in any other transaction as to which disclosure would be required under
     Item 404(a) of Regulation S-K and is not engaged in a business relationship
     as to which disclosure would be required under Item 404(b) of Regulation
     S-K or (ii) is otherwise considered a "non-employee director" for purposes
     of Rule 16b-3.

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          q. "Outside Director" means a director of the Company who either (i)
     is not a current employee of the Company or an "affiliated corporation"
     (within the meaning of the Treasury regulations promulgated under Section
     162(m) of the Code), is not a former Employee of the Company or an
     "affiliated corporation" receiving compensation for prior services (other
     than benefits under a tax qualified pension plan), has not been an officer
     of the Company or an "affiliated corporation" at any time and is not
     currently receiving (within the meaning of the Treasury regulations
     promulgated under Section 162(m) of the Code) direct or indirect
     remuneration from the Company or an "affiliated corporation" for services
     in any capacity other than as a Director, or (ii) is otherwise considered
     an "outside director" for purposes of Section 162(m) of the Code.

          r. "Plan" means this Universal Compression Holdings, Inc. Restricted
     Stock Plan for Executive Officers, as set forth herein and as it may be
     amended from time to time.

          s. "Regulation S-K" means Regulation S-K promulgated under the
     Securities Act, as it may be amended from time to time, and successor to
     Regulation S-K. Reference in the Plan to any item of Regulation S-K shall
     be deemed to include any amendments or successor provisions to such item.

          t. "Restriction Period" means the period during which the Common Stock
     under a Restricted Stock Award is nontransferable and subject to
     "Forfeiture Restrictions" as defined in Section 3(a) of this Plan and set
     forth in the related Restricted Stock Agreement.

          u. "Restricted Stock Agreement" means the written agreement evidencing
     the grant of a Restricted Stock Award executed by the Company and the
     Grantee, including any amendments thereto. Each Restricted Stock Agreement
     shall be subject to the terms and conditions of the Plan.

          v. "Restricted Stock Award" means an Award granted under Section 3 of
     the Plan of shares of Common Stock issued to the Grantee for such
     consideration, if any, and subject to such restrictions on transfer, rights
     of first refusal, repurchase provisions, forfeiture provisions and other
     terms and conditions as are established by the Committee.

          w. "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act,
     as it may be amended from time to time, and any successor to Rule 16b-3.

          x. "Section" means a section of the Plan unless otherwise stated or
     the context otherwise requires.

          y. "Securities Act" means the Securities Act of 1933, as amended, and
     any successor statute. Reference in the Plan to any section of the
     Securities Act shall be deemed to include any amendments or successor
     provisions to such section and any rules and regulations relating to such
     section.

          z. "Stock" means the Common Stock.

     3. TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS.  Each Restricted Stock
Agreement shall be in such form and shall contain such terms and conditions as
the Committee shall deem appropriate. The terms and conditions of such
Restricted Stock Agreements may change from time to time, and the terms and
conditions of separate Restricted Stock Agreements need not be identical, but
each such Restricted Stock Agreement shall be subject to the terms and
conditions of this Section 3.

          a. Forfeiture Restrictions.  Shares of Common Stock that are the
     subject of a Restricted Stock Award shall be subject to restrictions on
     disposition by the Grantee and to an obligation of the Grantee to forfeit
     and surrender the shares to the Company under certain circumstances (the
     "Forfeiture Restrictions"). The Forfeiture Restrictions shall be determined
     by the Committee in its sole discretion, and the Committee may provide that
     the Forfeiture Restrictions shall lapse on the passage of time, the
     attainment of one or more performance targets established by the Committee,
     or the occurrence of such other event or events determined to be
     appropriate by the Committee. The Forfeiture Restrictions applicable to a
     particular Restricted Stock Award (which may differ from any other such
     Restricted Stock Award) shall be stated in the Restricted Stock Agreement.

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          b. Restricted Stock Awards.  At the time any Restricted Stock Award is
     granted under the Plan, the Company and the Grantee shall enter into a
     Restricted Stock Agreement setting forth each of the matters addressed in
     this Section 3 and such other matters as the Committee may determine to be
     appropriate. Shares of Common Stock awarded pursuant to a Restricted Stock
     Award shall be represented by a stock certificate registered in the name of
     the Grantee of such Restricted Stock Award. The Grantee shall have the
     right to receive dividends with respect to the shares of Common Stock
     subject to a Restricted Stock Award, to vote the shares of Common Stock
     subject thereto and to enjoy all other stockholder rights with respect to
     the shares of Common Stock subject thereto, except that, unless provided
     otherwise in the Restricted Stock Agreement, (i) the Grantee shall not be
     entitled to delivery of the shares of Common Stock certificate until the
     Forfeiture Restrictions have expired, (ii) the Company or an escrow agent
     shall retain custody of the shares of Common Stock until the Forfeiture
     Restrictions have expired, (iii) the Grantee may not sell, transfer,
     pledge, exchange, hypothecate or otherwise dispose of the shares of Common
     Stock until the Forfeiture Restrictions have expired, and (iv) a breach of
     the terms and conditions established by the Committee pursuant to the
     Restricted Stock Agreement shall cause a forfeiture of the Restricted Stock
     Award. At the time of such Award, the Committee may, in its sole
     discretion, prescribe additional terms, conditions or restrictions relating
     to the Restricted Stock Award, including rules pertaining to the
     termination of the Grantee's Continuous Service (by retirement, Disability,
     death or otherwise) prior to expiration of the Forfeiture Restrictions.
     Such additional terms, conditions or restrictions shall also be set forth
     in a Restricted Stock Agreement made in connection with the Restricted
     Stock Award.

          c. Rights and Obligations of Grantee.  One or more stock certificates
     representing shares of Common Stock, free of Forfeiture Restrictions, shall
     be delivered to the Grantee promptly after, and only after, the Forfeiture
     Restrictions have expired. Each Restricted Stock Agreement shall require
     that (i) the Grantee, by his or her acceptance of the Restricted Stock
     Award, shall irrevocably grant to the Company a power of attorney to
     transfer any shares so forfeited to the Company and agrees to execute any
     documents requested by the Company in connection with such forfeiture and
     transfer, and (ii) such provisions regarding transfers of forfeited shares
     of Common Stock shall be specifically performable by the Company in a court
     of equity or law.

          d. Restriction Period.  The Restriction Period for a Restricted Stock
     Award shall commence on the date of grant of the Restricted Stock Award
     and, unless otherwise established by the Committee and stated in the
     Restricted Stock Award Agreement, shall expire upon satisfaction of the
     conditions set forth in the Restricted Stock Agreement pursuant to which
     the Forfeiture Restrictions will lapse.

          e. Securities Restrictions.  The Committee may impose other conditions
     on any shares of Common Stock subject to a Restricted Stock Award as it may
     deem advisable, including (i) restrictions under applicable state or
     federal securities laws, and (ii) the requirements of any stock exchange or
     national market system upon which shares of Common Stock are then listed or
     quoted.

          f. Payment for Restricted Stock.  The Committee shall determine the
     amount and form of any payment for shares of Common Stock received pursuant
     to a Restricted Stock Award; provided, that in the absence of such a
     determination, the Grantee shall not be required to make any payment for
     shares of Common Stock received pursuant to a Restricted Stock Award,
     except to the extent otherwise required by law.

          g. Forfeiture of Restricted Stock.  Subject to the provisions of the
     particular Restricted Stock Agreement, on termination of the Grantee's
     Continuous Service during the Restriction Period, the shares of Common
     Stock subject to the Restricted Stock Award shall be forfeited by the
     Grantee. Upon any forfeiture, all rights of the Grantee with respect to the
     forfeited shares of the Common Stock subject to the Restricted Stock Award
     shall cease and terminate, without any further obligation on the part of
     the Company, except that if so provided in the Restricted Stock Agreement
     applicable to the Restricted Stock Award, the Company shall repurchase each
     of the shares of Common Stock forfeited for the purchase price per share
     paid by the Grantee ("Forfeiture Repurchase Option"). The Committee will
     have discretion to determine whether the Continuous Service of a Grantee
     has terminated and the date

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     on which such Continuous Service terminates and whether the Grantee's
     Continuous Service terminated as a result of the Disability of the Grantee.

          h. Lapse of Forfeiture Restrictions in Certain Events; Committee's
     Discretion.  Notwithstanding the provisions of Section 3(g) or any other
     provision in the Plan to the contrary, the Committee may, in its discretion
     and as of a date determined by the Committee, fully vest any or all Common
     Stock awarded to the Grantee pursuant to a Restricted Stock Award, and upon
     such vesting, all Forfeiture Restrictions applicable to such Restricted
     Stock Award shall lapse or terminate. Any action by the Committee pursuant
     to this Section 3(h) may vary among individual Grantees and may vary among
     the Restricted Stock Awards held by any individual Grantee. Notwithstanding
     the preceding provisions of this Section 3(h), the Committee may not take
     any action described in this Section 3(h) with respect to a Restricted
     Stock Award that has been granted to a Covered Employee if such Award has
     been designed to meet the exception for performance-based compensation
     under Section 162(m) of the Code.

     4. ADJUSTMENT UPON CHANGES IN CAPITALIZATION AND CORPORATE EVENTS.

          a. Capital Adjustments.  The number of shares of Common Stock (i)
     covered by each outstanding Award granted under the Plan, any exercise or
     purchase price of such outstanding Award, and any other terms of the Award
     that the Committee determines requires adjustment and (ii) available for
     issuance shall be adjusted to reflect, as deemed appropriate by the
     Committee, any increase or decrease in the number of shares of Common Stock
     resulting from a stock dividend, stock split, reverse stock split,
     combination, reclassification or similar change in the capital structure of
     the Company without receipt of consideration, subject to any required
     action by the Board or the shareholders of the Company and compliance with
     applicable securities laws; provided, however, that a fractional share will
     not be issued upon exercise of any Award, and either (i) any fraction of a
     share of Common Stock that would have resulted will be cashed out at Fair
     Market Value or (ii) the number of shares of Common Stock issuable under
     the Award will be rounded up to the nearest whole number, as determined by
     the Committee. Except as the Committee determines, no issuance by the
     Company of shares of capital stock of any class, or securities convertible
     into shares of capital stock of any class, shall affect, and no adjustment
     by reason hereof shall be made with respect to, the number or price of
     shares of Common Stock subject to an Award.

          b. Dissolution or Liquidation.  The Committee shall notify the Grantee
     at least twenty (20) days prior to any proposed dissolution or liquidation
     of the Company. Unless provided otherwise in an individual Restricted Stock
     Agreement or in a then-effective written employment agreement between the
     Grantee and the Company, to the extent that an Award has not been
     previously exercised, the Company's repurchase rights relating to an Award
     have not expired or the Forfeiture Restrictions have not lapsed, any such
     Award that is a Restricted Stock Award shall be forfeited and the shares of
     Common Stock subject to such Award shall be returned to the Company, in
     each case, immediately prior to consummation of such dissolution or
     liquidation, such Award shall terminate immediately prior to consummation
     of such dissolution or liquidation.

          c. Change in Control.  Unless specifically provided otherwise with
     respect to Change in Control events in a Restricted Stock Agreement or in a
     then-effective written employment agreement between the Grantee and the
     Company, if, during the effectiveness of the Plan, a Change in Control
     occurs, the Forfeiture Restrictions applicable to all outstanding
     Restricted Stock Awards shall lapse and shares of Common Stock subject to
     such Restricted Stock Awards shall be released from escrow, if applicable,
     and delivered to the Grantees of the Awards free of any Forfeiture
     Restriction.

     5. STOCKHOLDER APPROVAL.  The Company shall obtain the approval of the Plan
by the Company's stockholders to the extent required to satisfy Section 162(m)
of the Code or to satisfy or comply with any applicable laws or the rules of any
stock exchange or national market system on which the Common Stock may be listed
or quoted. No Award that is issued prior to initial stockholder approval or as a
result of any increase in the number of shares of Common Stock authorized to be
issued under the Plan may be exercised or forfeiture restrictions lapse prior to
the time the Plan or such increase, respectively, has been

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approved by the stockholders of the Company, and all such Awards will similarly
terminate if such stockholder approval is not obtained.

     6. ADMINISTRATION.  This Plan shall be administered by the Committee. The
Committee shall interpret the Plan and any Awards granted pursuant to the Plan
and shall prescribe such rules and regulations in connection with the operation
of the Plan as it determines to be advisable for the administration of the Plan.
The Committee may rescind and amend its rules and regulations from time to time.
The interpretation by the Committee of any of the provisions of this Plan or any
Award granted under this Plan shall be final and binding upon the Company and
all persons having an interest in any shares of Common Stock acquired pursuant
to an Award.

     7. EFFECT OF PLAN.  Neither the adoption of the Plan nor any action of the
Board or the Committee shall be deemed to give any Executive Officer any right
to be granted an Award or any other rights except as may be evidenced by the
Restricted Stock Agreement, or any amendment thereto, duly authorized by the
Committee, and executed on behalf of the Company, and then only to the extent
and on the terms and conditions expressly set forth therein. The existence of
the Plan and the Awards granted hereunder shall not affect in any way the right
of the Board, the Committee or the stockholders of the Company to make or
authorize any adjustment, recapitalization, reorganization or other change in
the Company's capital structure or its business, any merger or consolidation or
other transaction involving the Company, any issue of bonds, debentures, or
shares of preferred stock ahead of or affecting the Common Stock or the rights
thereof, the dissolution or liquidation of the Company or any sale or transfer
of all or any part of the Company's assets or business, or any other corporate
act or proceeding by or for the Company. Nothing contained in the Plan,
Restricted Stock Agreement, or in other related documents shall confer upon any
Executive Officer any right with respect to such person's Continuous Service or
interfere or affect in any way with the right of the Company to terminate such
person's Continuous Service at any time, with or without cause.

     8. NO EFFECT ON RETIREMENT AND OTHER BENEFIT PLANS.  Except as specifically
provided in a retirement or other benefit plan of the Company, Awards shall not
be deemed compensation for purposes of computing benefits or contributions under
any retirement plan of the Company, and shall not affect any benefits under any
other benefit plan of any kind or any benefit plan subsequently instituted under
which the availability or amount of benefits is related to level of
compensation. The Plan is not a "Retirement Plan" or "Welfare Plan" under the
Employee Retirement Income Security Act of 1974, as amended.

     9. AMENDMENT OR TERMINATION OF PLAN.  The Board in its discretion may, at
any time or from time to time after the date of adoption of the Plan, terminate
or amend the Plan in any respect, including amendment of any form of Restricted
Stock Agreement, exercise agreement or instrument to be executed pursuant to the
Plan; provided, however, to the extent necessary to comply with the Code,
including Sections 162(m) and 422 of the Code, other applicable laws, or the
applicable requirements of any stock exchange or national market system, the
Company shall obtain stockholder approval of any Plan amendment in such manner
and to such a degree as required. No Award may be granted after termination of
the Plan. Any amendment or termination of the Plan shall not affect Awards
previously granted, and such Awards shall remain in full force and effect as if
the Plan had not been amended or terminated, unless mutually agreed otherwise in
a writing signed by the Grantee and the Company.

     11. SEVERABILITY AND REFORMATION.  The Company intends all provisions of
the Plan to be enforced to the fullest extent permitted by law. Accordingly,
should a court of competent jurisdiction determine that the scope of any
provision of the Plan is too broad to be enforced as written, the court should
reform the provision to such narrower scope as it determines to be enforceable.
If, however, any provision of the Plan is held to be wholly illegal, invalid, or
unenforceable under present or future law, such provision shall be fully
severable and severed, and the Plan shall be construed and enforced as if such
illegal, invalid, or unenforceable provision were never a part hereof, and the
remaining provisions of the Plan shall remain in full force and effect and shall
not be affected by the illegal, invalid, or unenforceable provision or by its
severance.

     12. GOVERNING LAW.  The Plan shall be construed and interpreted in
accordance with the laws of the State of Texas.

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     13. INTERPRETIVE MATTERS.  Whenever required by the context, pronouns and
any variation thereof shall be deemed to refer to the masculine, feminine, or
neuter, and the singular shall include the plural, and visa versa. The term
"include" or "including" does not denote or imply any limitation. The captions
and headings used in the Plan are inserted for convenience and shall not be
deemed a part of the Plan for construction or interpretation.

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