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
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Delaware limited partnership ("Lessor") and UNIVERSAL COMPRESSION, INC., a Texas
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corporation  ("Lessee").
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                              W I T N E S S E T H:
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          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
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          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,
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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,
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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
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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.
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               (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 LEASE SUPPLEMENT


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          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
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          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
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          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
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          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
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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
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                                         President



                                     UNIVERSAL COMPRESSION, INC.,
                                        as  Lessee


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




                                -Signature Page-
                  [First Amendment to Participation Agreement]

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