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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): July 30, 2007
 
 UNIVERSAL COMPRESSION HOLDINGS, INC.
UNIVERSAL COMPRESSION, INC.
  Delaware 
Texas
(State or other jurisdiction 
of incorporation)
    
    001-15843
333-48279
(Commission File Number)
    
    13-3989167
74-1282680
(IRS Employer
Identification No.)
 4444 Brittmoore Road 
Houston, Texas
(Address of principal executive offices)
    
    77041
(Zip Code)
 (713) 335-7000
 
  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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITSSIGNATUREEXHIBIT INDEXAmendment Number Two to Universal Compression Holdings, Inc. Employee Stock Purchase PlanFirst Amendment to Universal Compression, Inc. 401(k) Retirement and Savings PlanForm of Amendment to Grant of Unit Appreciation RightsForm of Amendment to Incentive & Non-Qualified Stock Option Award AgreementForm of Amendmnet to Unit Option Award Agreement    Table of Contents  
 ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
 Amendments to Employee Stock Purchase Plan and 401(k) Retirement and Savings Plan
  
    
    Stephen A. Snider;
    
    Ernie L. Danner;
    
    J. Michael Anderson;
    
    Kirk E. Townsend; and
    
    D. Bradley Childers.
 ESPP
   401(k) Plan
   Amendments to Certain Outstanding Awards
  
    
    Stephen A. Snider;
    
    Ernie L. Danner;
    
    J. Michael Anderson;
    
    Kirk E. Townsend; and
    
    D. Bradley Childers.
   
    
    Stephen A. Snider;
    
    Ernie L. Danner;
    
    J. Michael Anderson;
    
    Kirk E. Townsend; and
    
    D. Bradley Childers.
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UAR Amendment
  
    
    The UARs of recipients who are terminated without cause, as defined in the UAR award
agreements, prior to the vesting date of January 1, 2009 will nonetheless vest on that date
and be exercisable until December 31, 2009;
    
    The UARs of recipients who are terminated without cause following the vesting date of
January 1, 2009 will remain exercisable until December 31, 2009; and
    
    Recipients who are terminated for specified other reasons can exercise their vested UARs
within three months of termination, but in no event later than December 31, 2009.
  Danner Amendment
   Universal Compression Partners Unit Option Award Amendment
  
    
    The options of recipients who are terminated without cause, as defined in the LTIP,
prior to the vesting date of January 1, 2009 will nonetheless vest on that date and be
exercisable until December 31, 2009;
    
    The options of recipients who are terminated without cause following the vesting date of
January 1, 2009 will remain exercisable until December 31, 2009; and
    
    Recipients who are terminated for specified other reasons can exercise their vested
options within three months of termination, but in no event later than December 31, 2009
  Changes to Base Salaries
  Name
    
    New Base SalaryStephen A. Snider
    
    $572,000J. Michael Anderson
    
    $322,000D. Bradley Childers
    
    $312,000
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ITEM 9.01 Financial Statements and Exhibits.
 (d) Exhibits
 Exhibit No.
    
    Exhibit10.1
    
    Amendment Number Two to Universal Compression Holdings, Inc. Employee Stock
Purchase Plan.10.2
    
    First Amendment to Universal Compression, Inc. 401(k) Retirement and Savings Plan.10.3
    
    Form of Amendment to Grant of Unit Appreciation Rights.10.4
    
    Form of Amendment to Incentive and Non-Qualified Stock Option Award Agreements of Ernie
L. Danner.10.5
    
    Form of Amendment to Unit Option
Award Agreement.
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SIGNATURE
  UNIVERSAL COMPRESSION HOLDINGS, INC.
UNIVERSAL COMPRESSION, INC.
(Registrants)Date: August 3, 2007
    By:
    /s/ J. MICHAEL ANDERSONJ. Michael AndersonSenior Vice President and Chief Financial
Officer 5




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EXHIBIT INDEX
 Exhibit No.
    
    Exhibit10.1
    
    Amendment Number Two to Universal Compression Holdings, Inc. Employee Stock
Purchase Plan.10.2
    
    First Amendment to Universal Compression, Inc. 401(k) Retirement and Savings Plan.10.3
    
    Form of Amendment to Grant of Unit Appreciation Rights.10.4
    
    Form of Amendment to Incentive and Non-Qualified Stock Option Award Agreements of Ernie
L. Danner.10.5
    
    Form of Amendment to Unit Option
Award Agreement.
 6