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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 8-K
 CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 Date of Report (Date of earliest event reported): June 19, 2007
 UNIVERSAL COMPRESSION PARTNERS, L.P.
  Delaware
    
    001-33078
    
    22-3935108(State or other jurisdiction
    
    (Commission
    
    (IRS Employerof incorporation)
    
    File Number)
    
    Identification No.)
 4444 Brittmoore Road Houston, Texas
    
    77041(Address of principal executive offices)
    
    (Zip Code)
 (713) 335-7000
 N/A
  o
    
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)o
    
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)o
    
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))o
    
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))




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TABLE OF CONTENTS  Item 1.01 Entry into a Material AgreementItem 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a RegistrantItem 3.02. Unregistered Sales of Equity SecuritiesItem 9.01 Financial Statements and ExhibitsSIGNATURESExhibit IndexCommon Unit Purchase Agreement    Table of Contents  
 Item 1.01 Entry into a Material Agreement.
    
 Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
    
 Item 3.02. Unregistered Sales of Equity Securities.
  Forward-Looking Statements
 Statements in this Current Report on Form 8-K other than historical facts are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements rely on a number of assumptions concerning future events and are subject
to a number of uncertainties and factors, many of which are outside the Partnerships




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control, which could cause actual results to differ materially from such statements.
Forward-looking information includes, but is not limited to, statements regarding the timing of any
borrowings in connection with the Commitment Increase and the intended use of any such borrowings,
and the timing of the closing of the private placement pursuant to the Purchase Agreement and the
intended use of the proceeds of such private placement. While the Partnership believes that the
assumptions concerning future events are reasonable, it cautions that there are inherent
difficulties in predicting certain important factors that could impact the future performance or
results of its business. Among the factors that could cause results to differ materially from those
indicated by forward-looking statements is the failure by any of the parties to the Contribution
Agreement to satisfy the various conditions to the closing of the Drop Down.
 These forward-looking statements are also affected by the risk factors, forward-looking
statements and challenges and uncertainties described in the Partnerships Annual Report on Form
10-K for the year ended December 31, 2006 and those set forth from time to time in the
Partnerships filings with the Securities and Exchange Commission (SEC), which are available
through the website www.universalcompression.com. Except as required by law, the Partnership
expressly disclaims any intention or obligation to revise or update any forward-looking statements
whether as a result of new information, future events, or otherwise.
 
 Item 9.01 Financial Statements and Exhibits.
  Exhibit No.
    
    Exhibit10.1
    
    Common Unit Purchase Agreement dated June 19, 2007.




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SIGNATURES
  UNIVERSAL COMPRESSION PARTNERS, L.P.By:
    
    UCO General Partner, LP, its general partnerBy:
    
    UCO GP, LLC , its general partner(Registrant)Date: June 25, 2007By:
    
    /s/ DANIEL K. SCHLANGERDaniel K. SchlangerSenior Vice Presidentand Chief Financial Officer




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Exhibit No.
    
    Exhibit10.1
    
    Common Unit Purchase Agreement dated June 19, 2007.