<PAGE>

                                                                     EXHIBIT 3.2

                                AMENDMENT TO THE
                        LIMITED PARTNERSHIP AGREEMENT OF
           HANOVER COMPRESSION LIMITED PARTNERSHIP (THE "PARTNERSHIP")

                  This Amendment to the Limited Partnership Agreement of Hanover
Compression Limited Partnership ("Partnership Agreement") is made and entered
into as of the 29th day of December, 2000, by and between Hanover Compression
General Holdings, LLC, a Delaware limited liability company ("Hanover General
Holdings"), and Hanover Compression Limited Holdings, LLC, a Delaware limited
liability company (the "Limited Partner").

                  WHEREAS, the original Partnership Agreement is dated December
         8, 2000 by and among Hanover LLC 3, LLC, a Delaware limited liability
         company, as general partner, and the Limited Partner, as limited
         partner.

                  WHEREAS, effective as of December 29, 2000, Hanover LLC 3, LLC
         merged with and into Hanover General Holdings.

                  NOW THEREFORE, in consideration of the premises and for other
         good and valuable consideration, the receipt and sufficiency of which
         are hereby acknowledged, the Partnership amends its Partnership
         Agreement and Hanover General Holdings acknowledges its obligations
         hereunder as follows:

                  1.       The table set forth in Schedule A to the Partnership
                           Agreement is amended to read, in its entirety, as
                           follows:

<TABLE>
<CAPTION>
           GENERAL PARTNER                                          PERCENTAGE INTEREST     INITIAL CAPITAL CONTRIBUTION
           ---------------                                          -------------------     ----------------------------
<S>                                                                 <C>                     <C>
Hanover Compression General Holdings, LLC                                   1%                      $ 10

            LIMITED PARTNER

Hanover Compression Limited Holdings, LLC                                  99%                      $990
</TABLE>

         2.       Hanover General Holdings agrees to be bound by the terms of
                  the Partnership Agreement.

         3.       Hanover General Holdings and the Limited Partner agree to
                  continue the business of the Partnership without dissolution.

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Dated as of December 29, 2000

                                      HANOVER COMPRESSION GENERAL HOLDINGS, LLC,
                                          as General Partner

                                      By: /s/ William S. Goldberg
                                          --------------------------------------
                                          Name: William S. Goldberg
                                          Its:  Vice President

                                      HANOVER COMPRESSION LIMITED HOLDINGS, LLC,
                                          as Limited/Partner

                                      By: /s/ William S. Goldberg
                                          --------------------------------------
                                          Name: Wilfiam S. Goldberg
                                          Its:  Vice President

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