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                                                                    EXHIBIT 10.1

                               FIRST AMENDMENT TO
                            EQUIPMENT LEASE AGREEMENT

                  This FIRST AMENDMENT TO EQUIPMENT LEASE AGREEMENT, dated as of
October 15, 2001 (this "Amendment") is among BRL UNIVERSAL EQUIPMENT 2001 A,
L.P., a Delaware limited partnership ("Lessor") and UNIVERSAL COMPRESSION, INC.,
a Texas corporation ("Lessee").


                                   WITNESSETH:

                  WHEREAS, the parties hereto are parties to an Equipment Lease
Agreement dated as of February 9, 2001 (together with all amendments and
supplements thereto, the "Lease Agreement"); and

                  WHEREAS, the parties hereto desire to amend certain Sections
of the Lease Agreement.

                  NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and in the First Amended and Restated Participation
Agreement of even date hereof (the "Participation Agreement") among Lessee,
Universal Compression Holdings, Inc., as Guarantor, Lessor, The Bank of New
York, not in its individual capacity but for the benefit of Tranche A
Noteholders, the financial institutions that may become party thereto, as
Tranche B Lenders, BRL Universal Equipment Management, Inc., as Lessor General
Partner, Bankers Trust Company as Administrative Agent and Bankers Trust Company
as Collateral Agent, the parties hereto agree as follows:

                  1. Definitions. Unless the context otherwise requires,
capitalized terms used herein and not otherwise defined herein shall have the
meanings set forth or referred to in Appendix A to the Participation Agreement,
which Appendix A also includes the rules of usage and interpretation applicable
hereto.

                  2. Effectiveness. This Amendment shall become effective as of
the date first written above upon (i) the execution and delivery hereof by
Lessor, Lessee and Collateral Agent and (ii) the First Amended and Restated
Participation Agreement becoming effective in accordance with the terms thereof.

                  3.       Amendments.

                           (a) Section 4 is hereby amended and restated as
                  follows:

                                    "Lessor shall not be liable to Lessee for
                  any failure or delay in the delivery of any Item of Equipment
                  to Lessee. Forthwith upon delivery of each Item of Equipment
                  to Lessee, Lessee shall evidence its acceptance of such Item
                  of Equipment hereunder and of the condition of such Item of
                  Equipment by executing and delivering to Lessor a Lease
                  Supplement for such Item, dated the first Funding Date of such
                  Item. THE EXECUTION BY LESSOR AND LESSEE OF A

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                  LEASE SUPPLEMENT FOR AN ITEM OF EQUIPMENT SHALL (i) EVIDENCE
                  THAT SUCH ITEM IS LEASED UNDER, AND IS SUBJECT TO ALL OF THE
                  TERMS, PROVISIONS AND CONDITIONS OF, THIS LEASE AGREEMENT, AND
                  (II) CONSTITUTE LESSEE'S UNCONDITIONAL AND IRREVOCABLE
                  ACCEPTANCE OF SUCH ITEM FOR ALL PURPOSES OF THIS LEASE
                  AGREEMENT."

                           (b) Section 5 is hereby amended and restated as
                  follows:

                                    "The Term for each Item of Equipment shall
                  commence on the Funding Date therefor, and, unless this Lease
                  Agreement is sooner terminated with respect to such Item of
                  Equipment or all Items of Equipment pursuant to the provisions
                  hereof, shall end on the Termination Date."

                           (c) Section 7.1.2 is hereby amended and restated as
                  follows:

                                    "7.1.2 Floating Lease Payment. Lessee hereby
                  agrees to pay Lessor for each Item of Equipment in arrears on
                  each Floating Payment Date during the Term, in an amount equal
                  to the sum of (i) the interest accrued at the Blended Tranche
                  B Rate on the Tranche B Component for such Item under the
                  terms of the Tranche B Loan Agreement (and if the Tranche B
                  Loans have been repaid or Lessor's obligations thereunder
                  otherwise discharged prior to the Termination Date, the amount
                  of interest that would have accrued had the Tranche B Loans
                  not been so paid or otherwise discharged (ii) the Equity Yield
                  accrued at the Blended Equity Yield Rate on the Equity
                  Component for such Item in accordance with the terms of the
                  Limited Partnership Agreement and (iii) an amount equal to
                  yield accrued on the Acquisition Cost for such Item at the
                  rate per annum set forth in the Lessor Margin Letter. Amounts
                  due on a Floating Payment Date under this Section 7.1.2 shall
                  be calculated for each day (from and including the first day
                  of such Floating Payment Period to but excluding the last day
                  of such Floating Payment Period) elapsed during the Floating
                  Payment Period then ending."

                           (d) Section 7.1.3 is hereby added as follows:

                                    "7.1.3 Lease Premium. Lessee hereby agrees
                  to pay Lessor as a one-time, non-refundable lease rental
                  payment on each Funding Date an amount equal to the Tranche A
                  Discount, if any, resulting from the issuance by Lessor of
                  Tranche A Notes on such Funding Date which amount shall be
                  deemed earned by Lessor and due and owing as of such Funding
                  Date and shall not constitute a pre-paid Lease Payment for any
                  period after such Funding Date. Lessee may credit the
                  aggregate amount of any such Tranche A Discounts against any
                  amounts owed by Lessor to Lessee on such Funding Date.

                           (e) Section 23(h) is hereby amended by replacing the
                  words "Lessee or any of its Subsidiaries" with "Guarantor,
                  Lessee or any of Lessee's Subsidiaries" each place that phrase
                  appears in such Section.


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                           (f) Section 28.4.1 is hereby amended and restated as
                  follows:

                               28.4.1 Partial Purchase Option. Provided
                  this Lease Agreement shall not have been earlier terminated
                  and no Lease Event of Default shall have occurred and is
                  continuing and subject to the provisions of Section 28.4.4,
                  Lessee or its designee shall be entitled, at Lessee's option,
                  (i) on any Floating Payment Date prior to February 15, 2004,
                  to purchase with the proceeds of one or more Equity Offerings,
                  within the first 120 days after the consummation of the
                  related Equity Offering all but not less than all of Lessor's
                  rights and interests in one or more Items of Equipment which
                  in the aggregate for all such purchases under this Section
                  28.4.1 have Acquisition Costs not in excess of thirty five
                  (35%) percent of the aggregate Acquisition Costs of all Items
                  of Equipment acquired by Lessor and leased to Lessee hereunder
                  on the Closing Date and each Funding Date thereafter prior to
                  such Floating Payment Date and (ii) on any Floating Payment
                  Date on or after February 15, 2005 to purchase all but not
                  less than all of Lessor's rights and interest in one or more
                  Items of Equipment.

                           (g) Section 28.4.4 is hereby amended by replacing the
                  phrase "Permitted Investments" with the phrase "investments of
                  the type described in clause (i) through (iii) of Section 7.17
                  of the Participation Agreement".

                  4. Miscellaneous. Sections 30, 31 and 33 of the Lease
Agreement are incorporated herein by reference mutatis mutandis.




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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective duly authorized
officers as of the date first above written.

                                   BRL UNIVERSAL EQUIPMENT 2001 A, L.P.,
                                      as Lessor

                                   By BRL Universal Equipment Management, Inc.
                                   Its General Partner


                                   By: /s/ Gregory C. Greene
                                     -------------------------------------------
                                       President


                                   UNIVERSAL COMPRESSION, INC.,
                                      as Lessee

                                   By: /s/ Richard W. FitzGerald
                                      ------------------------------------------
                                       Senior Vice President and
                                       Chief Financial Officer





                                -Signature Page-
                 [First Amendment to Equipment Lease Agreement]