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                                                                     EXHIBIT 4.1



                      UNIVERSAL COMPRESSION HOLDINGS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

                                   ARTICLE I

                                    PURPOSE

     1.01  Purpose.  The Universal Compression Holdings, Inc. Employee Stock
Purchase Plan, which has been adopted by the Board of Directors, is intended to
encourage employees of Universal Compression Holdings, Inc. ("Universal") to
remain in its employ and participate in its growth by providing a method whereby
employees of Universal and its eligible Subsidiary Corporations (collectively,
with Universal, the "Company") will have an opportunity to acquire a proprietary
interest in the Company's long-term performance and success through the purchase
of shares of the Common Stock at a price that may be less than the fair market
value of the stock on the date of purchase from funds accumulated through
payroll deductions. It is the intention of the Company to have the Plan qualify
as an "employee stock purchase plan" under section 423 of the Internal Revenue
Code of 1986, as amended (the "Code"). The provisions of the Plan shall be
construed so as to extend and limit participation in a manner consistent with
the requirements of that section of the Code.

                                   ARTICLE II

                                  DEFINITIONS

     2.01  "Base Pay" means regular straight-time earnings excluding payments
for overtime, shift premium, bonuses and other special payments, commissions and
other incentive payments.

     2.02  "Board" means the Board of Directors of Universal.

     2.03  "Common Stock" means the Common Stock, $0.01 par value, of Universal.

     2.04  "Committee" means the committee appointed by the Board pursuant to
Article X to administer the Plan. If the Board does not appoint a Committee, or
if a Committee otherwise fails to exist at any time during the term hereof, the
Board shall perform the functions of the Committee.

     2.05  "Employee" means any person who is customarily employed, within the
meaning of Code section 3401, by the Company (i) more than 20 hours per week or
(ii) at least five months in any calendar year. The Committee shall determine
when an Employee's period of employment terminates and when such period of
employment is deemed to be continued during an approved leave of absence.

     2.06  "Offering" means any offering as described in Section 4.02 hereof
permitting Participants to purchase Common Stock under the Plan.

     2.07  "Offering Commencement Date" means the date on which an Offering will
commence, as described in Section 4.02.

     2.08  "Offering Period" means the period between the Offering Commencement
Date and the Offering Termination Date, as described in Section 4.02.

     2.09  "Offering Termination Date" means the last day of an Offering Period,
as described in Section 4.02.

     2.10  "Participant" means an Employee who exercises an option to purchase
Common Stock under the Plan by authorizing payroll deductions under Section
5.02.

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

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     2.12  "Subsidiary Corporation" means (i) any "subsidiary corporation" of
Universal as that term is defined in section 424(f) of the Code, (ii) any other
entity that is taxed as a corporation under Code Section 7701(a)(3) and is a
member of the "affiliated group" as defined in Code Section 1504(a) of which
Universal is the common parent, and (iii) any other entity as may be permitted
from time to time by the Code or the Internal Revenue Service to be an employer
of employees participating in the Plan; provided, however, that any such
Subsidiary Corporation must be designated as a participating employer in the
Plan by the Board.

                                  ARTICLE III

                         ELIGIBILITY AND PARTICIPATION

     3.01  Initial Eligibility.  Except as 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 his participation in the Plan is to become
effective shall be eligible to participate in Offerings under the Plan which
commence on or after such ninety-day period has concluded.

     3.02  Restrictions on Participation.  Notwithstanding any provisions of the
Plan to the contrary, no Employee shall be granted an option to purchase Common
Stock under the Plan:

          (a) if, immediately after the grant, such Employee would own stock,
     and/or hold outstanding options to purchase stock, possessing 5% or more of
     the total combined voting power or value of all classes of stock of the
     Company (for purposes of this subparagraph, the rules of section 424(d) of
     the Code shall apply in determining stock ownership of any Employee) and
     any option granted to an Employee which results in his stock ownership (as
     determined under section 423(b)(3) of the Code) equaling or exceeding such
     5% limitation shall be entirely void as if it had never been granted; or

          (b) which permits his rights to purchase stock under all employee
     stock purchase plans of the Company to accrue at a rate which exceeds
     $25,000 in fair market value of the stock (determined at the time such
     option is granted) for each calendar year in which such option is
     outstanding. For purposes of this subparagraph (b), (i) an option accrues
     when the option first becomes exercisable during any calendar year; (ii) an
     option accrues at a rate provided in the applicable 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 is granted for any one calendar
     year; (iii) an option that has accrued under any one Offering may not be
     carried over by a Participant to any other Offering; and (iv) only rights
     to purchase stock that have been granted under an employee stock purchase
     plan that complies with section 423 of the Code shall be taken into
     account.

     3.03  Commencement of Participation.  An eligible Employee may become a
Participant by completing an authorization for a payroll deduction in accordance
with Section 5.02 on the form provided by the Company and filing it with the
Company's finance department on or before the date set therefor by the
Committee, which date shall be prior to the Offering.

                                   ARTICLE IV

                                   OFFERINGS

     4.01  Shares Offered.  The total number of shares of Common Stock available
under the Plan is Two Hundred and Fifty Thousand (250,000) shares. If any
Offering shall expire without the rights under such Offering having been
exercised in full, such unpurchased shares covered thereby shall be added to the
shares otherwise available for future Offerings.

     4.02  Offerings.  The Company may make periodic Offerings to eligible
employees to purchase Common Stock under the Plan, 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 a period of less than three months, as
determined by the Committee. Offering Periods commencing after the initial
Offering Period will commence on January 1, April 1, July 1 or October 1. With
respect to each Offering, the Committee, at its

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discretion, may specify the maximum number of shares of Common Stock that may be
purchased under the Offering or such other limitations that it may deem
appropriate. The number of shares of Common Stock that may be purchased under
each successive Offering shall be all or a portion of the balance of the Two
Hundred and Fifty Thousand (250,000) shares authorized but not purchased
previously under the terms of this Plan.

     As used in the Plan, "Offering Commencement Date" means the January 1,
April 1, July 1 or October 1, as the case may be, on which the particular
Offering begins (except with respect to the initial Offering Commencement Date,
which shall be September 1, 2001). "Offering Termination Date" means the March
31, June 30, September 30 or December 31, as the case may be, on which the
particular Offering terminates, and "Offering Period" means the period from the
Offering Commencement Date to the Offering Termination Date.

                                   ARTICLE V

                               PAYROLL DEDUCTIONS

     5.01  Offering Rights.  With respect to each Offering, each Employee shall
be offered the opportunity to elect to have deducted from each paycheck issued
during the Offering Period an amount as determined by the Participant which
shall be withheld by the Company for the purchase on behalf of such electing
Employee of the number of whole shares of Common Stock that can be purchased
with the amount deducted for such purpose, but in no event may the number of
whole shares which may be purchased by any Participant exceed the number of
whole shares available during the Offering Period or exceed the individual
Participant allotment, if any, for the Offering Period described in Section 6.03
hereof. Fractional shares may not be purchased; any funds that are insufficient
to purchase whole shares shall remain in each affected Participant's Plan
account until the following Offering Period, at which time such funds shall be
(i) combined with the Participant's payroll deduction for the following Offering
Period and used to purchase whole shares for each affected Participant who
remains eligible to participate in such Offering Period, or (ii) returned to
each affected Participant who is not eligible to participate in the following
Offering Period.

     5.02  Payroll Deductions.  Each Employee shall become a Participant
pursuant to the terms of an Offering by filing a written election to participate
in that Offering in the form of a payroll deduction authorization prior to the
Offering Commencement Date on the form provided by the Company for that purpose.
A Participant may elect to have his authorization continue for future Offerings
until revoked or modified in writing. A Participant may elect to have deductions
made from his pay in one of two ways. At the time a Participant files his
authorization for payroll deduction, he shall elect to have deductions made from
his pay on each payday during the time he is a Participant in an Offering at the
rate of any specified whole percentage from 1% up to and including 10% of his
Base Pay in effect at the Offering Commencement Date or the Participant shall
elect to have a specific dollar amount deducted from his pay on each payday
during the time he is a Participant pursuant to rules that may be proscribed
from time to time by the Committee; provided, however, that each payroll
deduction shall be in an amount not less than $30 per payroll period and shall
be subject to the restrictions contained in Section 3.02. In the case of a
part-time hourly Employee, such Employee's Base Pay during an Offering shall be
determined by multiplying such Employee's hourly rate of pay in effect on the
Offering Commencement Date by the number of regularly scheduled hours of work
for such Employee during such Offering. Payroll deductions shall commence with
the first regular payroll period coinciding with or ending on the Offering
Commencement Date, or at such other time as may be specified in such Offering
and shall end on the earlier of the last regular payroll period coinciding with
or ending before the Offering Termination Date or, if earlier, upon the
termination of the Participant's employment with the Company.

     5.03  Method of Payment; Participant's Account.  The Company will maintain
or cause to have maintained a Plan account on its books in the names of each
Participant. All payroll deductions made for a Participant shall be credited to
his account under the Plan. Purchases of shares of Common Stock by any
Participant pursuant to an Offering shall be made with funds accumulated in the
Participant's account through payroll deductions from the Participant's Base Pay
during the Offering Period. A Participant may not make any separate cash payment
into such account except when on leave of absence and then only as provided in

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Section 5.05. The Company shall not credit a Participant's Plan account with
interest on any payroll deduction.

     5.04  Changes in Payroll Deductions.  A Participant may discontinue his
participation in the Plan as provided in Article VII, but no other change can be
made during an Offering and, specifically, a Participant may not alter the
amount of his payroll deductions for that Offering.

     5.05  Leave of Absence.  If a Participant goes on a leave of absence, such
Participant shall have the right to elect (i) to withdraw the balance in his
Plan account pursuant to Article VII, (ii) to discontinue contributions to the
Plan but remain a Participant in the Plan, or (iii) to remain a Participant in
the Plan during such leave of absence, authorizing deductions to be made from
payments by the Company to the Participant during such leave of absence and
undertaking to make cash payments to the Plan at the end of each payroll period
to the extent that amounts payable by the Company to such Participant are
insufficient to meet such Participant's authorized Plan deductions.

                                   ARTICLE VI

                 TERMS AND CONDITIONS OF OFFERINGS AND OPTIONS

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

     6.02  Number of Option Shares.  On each Offering Commencement Date, a
Participant shall be deemed to have been granted an option to purchase shares of
Common Stock of the Company equal to the percentage of the Employee's Base Pay
that he has elected to have withheld through payroll deductions multiplied by
the Employee's Base Pay during the Offering Period, or the specified portion
elected, divided by the purchase price per share determined under Section 6.04,
subject to the allotments, if any, for the Offering Period described in Section
6.03.

     6.03  Allotment of Shares.  If the total number of shares of Common Stock
to be purchased by Participants through payroll deduction under any Offering
exceeds the shares available for purchase under the Offering, the Committee may
make allotments of shares among the Participants on any basis consistent with
the terms of the Plan, and Offerings for shares, if any, in excess of the shares
so allotted shall be deemed to have lapsed. Any funds remaining in a
Participant's account after an Offering as a result of this Section 6.03 shall
be carried over into the next Offering, or shall be returned to the Participant
as soon as practicable if another Offering will not occur or if the Employee
does not elect to participate in the next Offering.

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

     6.05  Nontransferability of Options.  An option shall not be transferable
by the Employee or Participant to whom it has been granted otherwise than by
will or the laws of descent and distribution and shall be exercisable, during
the Participant's lifetime, only by the Participant. Further, in the discretion
of the Board, the terms of any Offering may prohibit transfer under any
circumstances and provide for cancellation of the unexercised portion of any
option upon the death of a Participant.

     6.06  Purchases.  As of the Offering Termination Date, or such other date
as required by administrative operational requirements, purchases of shares of
Common Stock by any Participant pursuant to an Offering shall be made with funds
accumulated in the Participant's account through payroll deductions from the

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Participant's pay or as otherwise permitted by the Board, under rules of uniform
application over the time period specified in such Offering.

     6.07  Other Provisions.  Each Offering shall contain such other provisions
as the Committee shall deem advisable, including restrictions on resale of
Common Stock purchased through an Offering, provided that no such provisions may
in any way conflict, or be inconsistent with the terms of the Plan as amended
from time to time.

     6.08  Requirements of Law.  The issuance of any Common Stock hereunder is
conditioned upon registration or exemption of the Common Stock to be issued
under applicable federal and state securities laws and its listing on any
applicable stock exchange. In no event shall any Common Stock be issued
hereunder prior to the effective date of any such registration, exemption or
listing application. In addition, unless and until 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% of the fair market value determined
thereunder.

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

     6.10  Account Balances.  No interest shall accrue at any time for any
amount credited to the account of a Participant. After the close of each
Offering, a report shall be sent to each Participant stating the entries made to
his account, the number of shares of Common Stock purchased, and the applicable
purchase price of such shares.

                                  ARTICLE VII

                     WITHDRAWALS FROM PARTICIPANT ACCOUNTS

     7.01  Withdrawal From Offering.  Except for any officer of the Company who
is subject to the reporting requirements of Section 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 the Offering Termination Date
and withdraw all cash amounts in his account by providing at least fifteen (15)
days' prior written notice to the Company's finance department revoking his
payroll deduction authorization. Such withdrawals shall serve to cancel the
Participant's option, and the Participant shall thereupon cease his
participation in such Offering. Partial cash withdrawals shall not be permitted.
Any cash withdrawal request shall be made in such form and under such conditions
as may be specified from time to time by the Committee. Insiders may not make
cash withdrawals for so long as they remain Insiders.

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

     7.03  Termination of Employment.  Upon termination of a Participant's
employment with the Company for any reason, whether voluntary or involuntary,
his participation in the Plan shall immediately terminate. As soon thereafter as
is practicable, the Participant, or the Participant's beneficiary in the event
of the Participant's death, shall receive (i) cash in an amount equal to the
balance in his account as of the date of his termination of employment, without
interest; (ii) a stock certificate for all whole shares of Common Stock not yet
delivered out of the account; and (iii) cash equivalent to any fractional shares
of Common Stock in the account.

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                                  ARTICLE VIII

                       RECAPITALIZATION OR REORGANIZATION
                           AND COMMON STOCK DIVIDENDS

     8.01  Merger, Consolidation, or Reorganization.  In the event of a
dissolution or liquidation of the Company, or any merger, consolidation, or
share exchange pursuant to which the holders of Common Stock would receive cash,
securities or property from another person or entity, the Board, at its
election, may cause each outstanding option to terminate; provided, however,
that each Participant shall in such event, subject to such rules and limitations
of uniform application as the Board may prescribe, be entitled to the rights of
terminating Participants provided in Article VII.

     8.02  Capital Adjustments.  The aggregate number of shares of Common Stock
that may be purchased by the exercise of outstanding options and the purchase
price per share covered by each such outstanding option and the number of shares
of Common Stock held in a Participant's account shall be proportionately
adjusted for any increase or decrease in the number of issued shares resulting
from a subdivision or consolidation of Common Stock or other capital adjustment
or the payment of a Common Stock dividend or other increase or decrease in such
shares of Common Stock effected without the receipt of consideration by the
Company.

     8.03  Company's Discretion.  The grant of an option under the Plan shall
not affect in any way the Company's right or power to make adjustments,
reclassifications, reorganizations, or changes of its capital or business or to
merge, consolidate, dissolve, liquidate, sell, or transfer all or any part of
its business or assets.

                                   ARTICLE IX

                      AMENDMENT OR TERMINATION OF THE PLAN

     9.01  Amendment or Termination.  The Board 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 any respect whatsoever except that (i)
no amendment shall cause any option to fail to qualify as an option under
section 423 of the Code; (ii) without approval of the stockholders, no amendment
shall increase the number shares of Common Stock that may be sold under the Plan
or make any change in the Employees or class of Employees eligible to
participate in the Plan; and (iii) without the approval of a Participant, no
change shall be made in the terms of any outstanding option adverse to the
interest of the Participant. The Plan shall terminate on the date that all
shares of Common Stock authorized for sale under the Plan have been purchased,
except as otherwise extended by authorizing additional shares under the Plan.

                                   ARTICLE X

                                 ADMINISTRATION

     10.01  Appointment of Committee.  If the Board appoints a Committee to
administer the Plan, the Committee shall consist of at least two directors of
Universal. The Board may from time to time appoint members of the Committee in
substitution for or in addition to members previously appointed and may fill
vacancies, however caused, in the Committee.

     10.02  Authority of Committee.  Subject to the express provisions of the
Plan, the Committee shall have full power and authority in its discretion to
interpret and construe any and all provisions of the Plan, to adopt rules and
regulations for administering the Plan, and to make all other determinations
deemed necessary or advisable for administering the Plan. The Committee's
determination on the foregoing matters shall be final, conclusive and binding on
all persons. 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.

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                                   ARTICLE XI

                                 MISCELLANEOUS

     11.01  Nontransferability.  Except by the laws of descent and distribution,
no benefit provided hereunder shall be subject to alienation, assignment, or
transfer by a Participant (or by any person entitled to such benefit pursuant to
the terms of this Plan), nor shall it be subject to attachment or other legal
process of whatever nature, and any attempted alienation, assignment,
attachment, or transfer shall be void and of no effect whatsoever and, upon any
such attempt, the benefit shall terminate and be of no force or effect. During a
Participant's lifetime, options granted to the Participant shall be exercisable
only by the Participant. Shares of Common Stock shall be delivered only to the
Participant or death beneficiary entitled to receive the same or to the
Participant's authorized legal representative.

     11.02  No Employment Right.  Neither this Plan nor any action taken
hereunder shall be construed as giving any right to any individual to be
retained as an officer or Employee of the Company.

     11.03  Tax Withholding.  The Company 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 be withheld with respect to such payments.

     11.04  Government and Other Regulations.  The obligation of the Company to
deliver shares of Common Stock or make cash payments hereunder shall be subject
to all applicable laws, rules, and regulations and to such approvals by any
government agencies or regulatory authority as may be deemed necessary or
appropriate by the Committee. If shares of Common Stock deliverable hereunder
may in certain circumstances be exempt from registration under the Securities
Act of 1933, as amended, the Company may restrict its transfer in such manner as
it deems advisable to ensure such exempt status. The Plan is intended to comply
with Rule 16b-3 under the Securities Exchange Act of 1934, as amended. Any
provision inconsistent with such Rule shall be inoperative and shall not affect
the validity of the Plan. The Plan shall be subject to any provision necessary
to assure compliance with federal and state securities laws.

     11.05  Indemnification.  Each person who is or at any time serves as a
member of the Board and/or the Committee shall be indemnified and held harmless
by Universal against and from (i) any loss, cost, liability, or expense that may
be imposed upon or reasonably incurred by such person in connection with or
resulting from any claim, action, suit, or proceeding to which such person may
be a party or in which such person may be involved by reason of any action or
failure to act under this Plan; and (ii) any and all amounts paid by such person
in satisfaction of judgment in any such action, suit, or proceeding relating to
this Plan except to the extent that any such loss, cost, liability or expense
arises from the gross negligence or willful misconduct of such person. Each
person covered by this indemnification shall give Universal an opportunity, at
its own expense, to handle and defend the same before such person undertakes to
handle and defend the same on such person's own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
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 to indemnify
such person or hold such person harmless.

     11.06  Reliance on Reports.  Each member of the Board and the Committee
shall be fully justified in relying or acting in good faith upon any report made
by the independent public accountants of the Company and upon any other
information furnished in connection with this Plan. In no event shall any person
who is or shall have been a member of the Board and/or the Committee be liable
for any determination made or other action taken 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 to act, if in good faith.

     11.07  Governing Law.  All matters relating to this Plan shall be governed
by the laws of the State of Texas, without regard to the principles of conflict
of laws thereof, except to the extent preempted by the laws of the United
States.

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

     11.09  Expenses.  The expenses of implementing and administering this Plan
shall be borne by the Company.

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

     11.11  Application of Funds.  All funds received by the Company under the
Plan shall constitute general funds of the Company.

     11.12  Nonexclusivity of Plan.  Neither the adoption of the Plan by the
Board nor the submission of the Plan to the stockholders of Universal for
approval shall be construed as creating any limitations on the power of the
Board to adopt such other incentive arrangements as it may deem desirable,
including, without limitation, the granting of stock options otherwise than
under the Plan, and such arrangements may be either applicable generally or only
in specific cases.

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