##### 



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 6, 2007
 
 UNIVERSAL COMPRESSION HOLDINGS, INC.
UNIVERSAL COMPRESSION, INC.
  Delaware
    
    001-15843
    
    13-3989167Texas
    
    333-48279
    
    74-1282680(State or other jurisdiction
    
    (Commission File Number)
    
    (IRS Employerof incorporation)
    
    
    
    Identification No.)
 4444 Brittmoore RoadHouston, 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))




---



##### 



Item 1.01. Entry into a Material Definitive Agreement.
 Amended and Restated Contribution, Conveyance and Assumption Agreement
       First Amendment to Omnibus Agreement
   Relationships




---



##### 



Item 7.01. Regulation FD Disclosure.
   Item 9.01. Financial Statements and Exhibits.
 (d) Exhibits.
 ExhibitNumber
    
    Description2.1
    
    Amended and Restated Contribution Conveyance and Assumption Agreement, dated
July 6, 2007, by and among Universal Compression, Inc., UCO Compression 2005 LLC, UCI
Leasing LLC, UCO GP, LLC, UCI GP LP LLC, UCO General Partner, LP, UCI MLP LP LLC, UCLP
Operating LLC, UCLP Leasing LLC and Universal Compression Partners, L.P.*10.1
    
    First Amendment to Omnibus Agreement, dated July 9, 2007, by and among
Universal Compression Holdings, Inc., Universal Compression, Inc., UCO GP, LLC, UCO
General Partner, L.P., Universal Compression Partners, L.P. and UCLP Operating LLC.99.1
    
    Press release of Universal Compression Holdings, Inc. dated July 9, 2007.
 
 *
    
    Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. The registrants undertake to furnish supplementally copies of any of
the omitted schedules or exhibits upon request by the U.S. Securities and Exchange
Commission.




---



##### 



SIGNATURE
  UNIVERSAL COMPRESSION HOLDINGS, INC.
UNIVERSAL COMPRESSION, INC.
(Registrants)Date:  July 11, 2007
    By:
    /s/ J. MICHAEL ANDERSONJ. Michael AndersonSenior Vice President and
Chief Financial Officer




---



##### 



EXHIBIT INDEX
 ExhibitNumber
    
    Description2.1
    
    Amended and Restated Contribution Conveyance and Assumption Agreement, dated July 6,
2007, by and among Universal Compression, Inc., UCO Compression 2005 LLC, UCI Leasing LLC,
UCO GP, LLC, UCI GP LP LLC, UCO General Partner, LP, UCI MLP LP LLC, UCLP Operating LLC, UCLP
Leasing LLC and Universal Compression Partners, L.P.*10.1
    
    First Amendment to Omnibus Agreement, dated July 9, 2007, by and among Universal
Compression Holdings, Inc., Universal Compression, Inc., UCO GP, LLC, UCO General Partner,
L.P., Universal Compression Partners, L.P. and UCLP Operating LLC.99.1
    
    Press release of Universal Compression Holdings, Inc. dated July 9, 2007.
 
 *
    
    Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
The registrants undertake to furnish supplementally copies of any of the omitted schedules or
exhibits upon request by the U.S. Securities and Exchange Commission.