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                                                                     EXHIBIT 4.3



                      UNIVERSAL COMPRESSION HOLDINGS, INC.
                             DIRECTORS' STOCK PLAN

                                  INTRODUCTION

     The Board of Directors (the "Board") of Universal Compression Holdings,
Inc., a Delaware corporation (the "Company"), has adopted the Universal
Compression Holdings, Inc. Directors' Stock Plan (the "Plan") covering an
aggregate of fifteen thousand (15,000) shares of common stock, $0.01 par value,
of the Company ("Common Stock").

     1. PURPOSE.  The purpose of the Plan is to provide non-employee directors
(the "Directors") of the Company with an opportunity to receive Common Stock
from the Company as payment for their retainer fees (the "Retainer Fees") which
will:

          (a) enhance their interest in the Company's welfare;

          (b) furnish them an additional incentive to continue their services
     for the Company; and

          (c) provide an additional means through which the Company may attract
     qualified persons to serve on the Board.

     2. ADMINISTRATION.  The Plan will be administered by a Committee appointed
by the Board from time to time; provided, however, that in the absence of a
Committee being appointed by the Board, the Committee shall mean the entire
Board. The Committee may delegate some or all of its administrative powers and
responsibilities to such other persons from time to time as it deems
appropriate.

     3. PARTICIPANTS.  Members of the Board of the Company who are not employees
of the Company or any subsidiary of the Company ("Participants") are eligible to
participate in the Plan.

     4. GRANT OF STOCK.  The eligible individual Directors, on or before March
31 of each year, may elect by written notice to the Committee to receive a
portion (which may be a percentage equal to either 0%, 25%, 50%, 75% or 100%) of
their Retainer Fees for the following fiscal year in the form of Common Stock.
Any portion that is not paid in the form of Common Stock will be paid in cash.
With respect to the portion of the Retainer Fees to be paid in Common Stock for
each quarter, the number of shares shall be determined by dividing the dollar
amount of such portion of the Retainer Fees that would otherwise be paid in cash
to the Participant for such quarter by the reported closing sales price per
share of the Common Stock of the Company on the last day of such quarter on the
New York Stock Exchange or successor exchange or market system for the date on
which such value is being determined. If a closing sales price is not reported
on the last day of an applicable quarter, then the closing sales price on the
most recently preceding date on which such price was reported shall be used.
Payment for any fractional shares shall be made in cash. The Company will issue
the shares of Common Stock as soon as practicable after the end of the
applicable quarter, unless the Participant has elected to defer the receipt of
the Common Stock pursuant to paragraph 5 of this Plan.

     For eligible Directors who are first elected or appointed to the Board
during a particular fiscal year, their written election for that year must be
made within thirty (30) days after the commencement of their service as a
Director, and the election will apply to Retainer Fees to be received for
quarters commencing after the date of election. Notwithstanding any other
provision of the Plan to the contrary, all eligible Directors will be entitled
to make a written election hereunder within thirty (30) days after the date the
Plan is approved by the stockholders of the Company with respect to Retainer
Fees to be received for quarters commencing after the date of election.

     Elections shall only apply to a single fiscal year but shall be irrevocable
for that year. Participants shall be fully vested in their stock at all times
upon grant.

     5. ELECTION TO DEFER. Notwithstanding any other provision of the Plan to
the contrary, eligible individual Directors who elect under the Plan to receive
all or a portion of their Retainer Fees in the form of Common Stock also may
elect to defer until a later date the receipt of all or a portion (which may be
a

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percentage equal to either 25%, 50%, 75% or 100%) of the Retainer Fees that the
Participant has elected to receive in the form of Common Stock.

     Any election by an eligible individual Director to defer Retainer Fees for
a fiscal year under this paragraph 5 of the Plan shall be made at the same time
as the election under paragraph 4 hereunder, shall be irrevocable, and may be
made for any period of time of not less than six months; provided, that any
deferral period shall automatically terminate upon the occurrence of the
retirement, termination of service, death or disability of the electing
individual Director. The Board, in its discretion, may accelerate the
termination of deferral periods in the event of a change in control of the
Company. For purposes of the Plan, a "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 Securities Exchange Act of 1934, as
amended (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.

     Any eligible individual Director who makes an election to defer hereunder
shall be credited with phantom units of Common Stock at the same time and in the
same number (plus an amount for fractional shares) as if such Director had
elected not to defer any portion of the Retainer Fees. The phantom units of
Common Stock shall be subject to adjustment as set forth in paragraph 6 of this
Plan, as if such shares represented by such phantom units had been issued. Any
dividends that are payable with respect to outstanding Common Stock shall not be
eligible for deferral hereunder and shall be paid to eligible individual
Directors at the same time and in the same amount as if the shares of Common
Stock represented by an electing Director's phantom units hereunder were
outstanding.

     The Company shall issue shares of Common Stock represented by a
Participant's phantom units as soon as practicable after the termination of the
deferral period applicable to such units; provided that a Participant may elect
at the end of the deferral period, subject to approval by the Committee, to have
the shares of Common Stock represented by the phantom units distributed to the
Participant in annual installments over not more than five (5) years.

     In the event of a Participant's death, the Company shall issue the shares
of Common Stock represented by the Participant's phantom units to the
Participant's estate.

     6. CAPITAL ADJUSTMENTS AND REORGANIZATIONS.  The number of shares of Common
Stock covered by this Plan may be adjusted to reflect, as deemed appropriate by
the Committee in its sole discretion, any stock dividend, stock split, share
combination, exchange of shares, recapitalization, merger, consolidation,
separation, reorganization, liquidation or the like, of or by the Company.

     7. INTERPRETATION.  The Committee shall interpret 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.

     8. AMENDMENT OR DISCONTINUANCE.  The Plan may be amended (subject to
approval, if required, of the stockholders of the Company) or discontinued by
the Board.

     9. EFFECT OF PLAN.  Nothing in this Plan shall be construed as conferring
upon any Participant the right to continue as a director.

     10. APPLICABLE LAW.  This Plan shall be construed in accordance with and
governed by the laws of the State of Texas.

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