**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

**FORM 10-Q**

**x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the Quarterly Period Ended September 30,2006**

**OR**

**o TRANSITION REPORT PURSUANT TO SECTION 13 OR15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the transition period from                         to                          **

**CommissionFile Numbers: 001-33078**

**UNIVERSAL COMPRESSION PARTNERS, L.P.**

(Exact name of registrant as specified in its charter)

| **DELAWARE**                    |   | **22-3935108**   |
|---------------------------------|--------|------------------|
| (State or Other Jurisdiction of |   | (I.R.S. Employer |
| Incorporation or Organization)  |   | Identification   |
|                            |   | No.)             |
|                            |   |             |
| **4444 BRITTMOORE ROAD**        |   | ** **       |
| **HOUSTON, TEXAS**              |   | **77041**        |
| (Address of Principal Executive |   | (Zip Code)       |
| Offices)                        |   |             |

 

**(713)335-7000**

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.

Yes o No x

Indicate by check mark whether the registrant is alarge accelerated filer, accelerated filer, or non-accelerated filer (asdefined in Rule 12b-2 of the Exchange Act).
|  | Large Accelerated Filer o | Accelerated Filer o | Non-Accelerated Filer x |
|--|---------------------------|---------------------|-------------------------|

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).

Yes o No x

As of November 20, 2006, there were 6,325,000common units and 6,325,000 subordinated units outstanding.

 

----

**PART I. FINANCIAL INFORMATION**

**ITEM 1. *FinancialStatements***

**UNIVERSAL COMPRESSION PARTNERS PREDECESSOR**

**COMBINED BALANCE SHEETS**

**(In thousands)**

**(unaudited)**
| ** **                                                                                                                                 | ** ** | **September 30, 2006** | ** ** | **December 31, 2005** | ** ** |
|--------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------|------------|---------------------------------|------------|
| **ASSETS**                                                                                                                                 |       |                             |       |                            |       |
| Accounts receivable,  net of allowance for bad debts of $1,067 and $767 as of September 30, 2006  and December 31, 2005, respectively |       | $                                | 55,003     |                            | $          | 23,042 |   |
| Contract compression  equipment                                                                                                            |       | 1,293,232                        |       | 1,214,025                       |       |
| Other property and  equipment                                                                                                              |       | 23,948                           |       | 20,741                          |       |
| Accumulated  depreciation                                                                                                                  |       | (296,571                         | )          | (243,638                        | )          |
| Net property and  equipment                                                                                                                |       | 1,020,609                        |       | 991,128                         |       |
| Goodwill                                                                                                                                   |       | 261,752                          |       | 261,752                         |       |
| Total assets                                                                                                                               |       | $                                | 1,337,364  |                            | $          | 1,275,922 |   |
| **LIABILITIES  AND NET PARENT EQUITY**                                                                                                     |       |                             |       |                            |       |
| Accrued liabilities                                                                                                                        |       | $                                | 13,565     |                            | $          | 6,984 |   |
| Commitments and  contingencies (Note 6)                                                                                                    |       |                             |       |                            |       |
| Net parent equity                                                                                                                          |       | 1,323,799                        |       | 1,268,938                       |       |
| Total liabilities and  net parent equity                                                                                                   |       | $                                | 1,337,364  |                            | $          | 1,275,922 |   |

 

See accompanying notes to unaudited combinedfinancial statements.

2

----

**UNIVERSAL COMPRESSION PARTNERS PREDECESSOR**

**COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVEINCOME**

**(In thousands)**

**(unaudited)**
| ** **                                      | ** ** | **Three Months Ended  September 30,** | ** ** | **Nine Months Ended  September 30,** | ** ** |
|-------------------------------------------------|------------|-------------------------------------------------|------------|------------------------------------------------|------------|
| ** **                                      | ** ** | **2006**                                        | ** ** | **2005**                                       | ** ** | **2006** | ** ** | **2005** | ** ** |
|                                            |       |                                            |       |                                           |       |   |   |   |   |
| Revenue                                         |       | $                                               | 101,058    |                                           | $          | 81,964 |   | $ | 296,563 |   | $ | 238,554 |   |
|                                            |       |                                            |       |                                           |       |   |   |   |   |
| Cost of sales  (excluding depreciation expense) |       | 34,866                                          |       | 29,849                                         |       | 103,572 |   | 86,865 |   |
| Selling, general and  administrative expenses   |       | 12,643                                          |       | 7,476                                          |       | 35,122 |   | 21,604 |   |
| Depreciation                                    |       | 19,334                                          |       | 17,393                                         |       | 57,335 |   | 50,881 |   |
| Other (income) loss,  net                       |       | 279                                             |       | 44                                             |       | (298 | ) | (122 | ) |
| Net income and comprehensive income             |       | $                                               | 33,936     |                                           | $          | 27,202 |   | $ | 100,832 |   | $ | 79,326 |   |

 

See accompanying notes to unaudited combinedfinancial statements.

3

----

**UNIVERSAL COMPRESSION PARTNERS PREDECESSOR**

**COMBINED STATEMENTS OF CASH FLOWS**

**(In thousands)**

**(unaudited)**
| ** **                                                                     | ** ** | **Nine Months Ended  September 30,** | ** ** |
|--------------------------------------------------------------------------------|------------|------------------------------------------------|------------|
| ** **                                                                     | ** ** | **2006**                                       | ** ** | **2005** | ** ** |
| Cash flows from  operating activities:                                         |       |                                           |       |   |   |
| Net income                                                                     |       | $                                              | 100,832    |   | $ | 79,326 |   |
| Adjustments to reconcile net income to cash provided  by operating activities: |       |                                           |       |   |   |
| Depreciation                                                                   |       | 57,335                                         |       | 50,881 |   |
| (Gain) loss on asset sales                                                     |       | (298                                           | )          | 401 |   |
| (Increase) decrease in receivables                                             |       | (31,961                                        | )          | 995 |   |
| Increase (decrease) in accrued liabilities                                     |       | 6,581                                          |       | 501 |   |
| Net cash provided by operating activities                                      |       | 132,489                                        |       | 132,104 |   |
| Cash flows from  investing activities:                                         |       |                                           |       |   |   |
| Additions to property and equipment                                            |       | (94,283                                        | )          | (62,456 | ) |
| Proceeds from sale of property and equipment                                   |       | 8,878                                          |       | 7,416 |   |
| Net cash used in investing activities                                          |       | (85,405                                        | )          | (55,040 | ) |
| Cash flows from  financing activities:                                         |       |                                           |       |   |   |
| Net distributions to parent                                                    |       | (47,084                                        | )          | (77,064 | ) |
| Net cash used in financing activities                                          |       | (47,084                                        | )          | (77,064 | ) |
| Increase  (decrease) in cash and cash equivalents                              |       | —                                         |       | — |   |
| Cash and cash  equivalents at beginning of period                              |       | —                                         |       | — |   |
| Cash and cash  equivalents at end of period                                    |       | $                                              | —     |   | $ | — |   |

 

See accompanying notes to unaudited combinedfinancial statements.

4

----

**UNIVERSAL COMPRESSION PARTNERS PREDECESSORNOTES TO UNAUDITED COMBINED FINANCIAL STATEMENTS**

**September 30, 2006**

**1.****     Basis of Presentation and Summary of SignificantAccounting Policies**

***Organization***

These notes applyto the unaudited combined financial statements of the natural gas contractcompression business that is provided in the United States of America (“UnitedStates”) by Universal Compression Holdings, Inc. (along with its subsidiaries, “UniversalCompression Holdings”) and its subsidiaries (the “Predecessor”).

In October 2006, asubsidiary of Universal Compression Holdings, Universal Compression Partners,L.P. (along with its subsidiaries, “the Partnership”), completed an initialpublic offering of 6,325,000 common units representing limited partner interestsin the Partnership, at a price of $21.00 per unit, including 825,000 commonunits sold pursuant to the exercise of the underwriters’ overallotment option.As of the closing of the initial public offering, Universal CompressionHoldings contributed to the Partnership a portion of the Predecessor’s businesscomprising contract compression services contracts with nine customers and afleet of compressor units to service those customers, comprising approximately330,000 horsepower, or approximately 17% (by available horsepower) of thePredecessor’s business.  For financialreporting purposes, the Predecessor is deemed to be the predecessor of thePartnership.  A subsidiary of UniversalCompression Holdings is the general partner of the Partnership.

These unaudited combined financial statementsshould be read in conjunction with the combined financial statements and notesthereto of the Predecessor presented in the Partnership’s RegistrationStatement on Form S-1 (File No. 333-135351) as declared effective by theSecurities and Exchange Commission on October 16, 2006.

***Nature ofOperations***

The Partnership was formed to provide natural gascontract compression services to customers throughout the United States.  Natural gas compression is a mechanicalprocess whereby the pressure of a volume of natural gas is increased to adesired higher pressure for transportation from one point to another, and isessential to the transportation and production of natural gas. Compression istypically required several times during the natural gas production andtransportation cycle, including: (1) at the wellhead; (2) throughout gatheringand distribution systems; (3) into and out of processing and storagefacilities; and (4) along intrastate and interstate pipelines.

***Basis ofPresentation***

The combined financial statements include the accountsof the Predecessor and have been prepared in accordance with accountingprinciples generally accepted in the Unites States. The combined statements ofoperations include all revenue and costs directly attributable to thePredecessor. In addition, cost of sales (excluding depreciation expense) andselling, general and administrative expenses include costs incurred byUniversal Compression Holdings and allocated to the Predecessor based on allocationfactors that the Predecessor believes are reasonable. These costs include,among other things, indirect field labor, vehicle fuel cost, vehicle and fieldoperations facilities repair and maintenance costs, miscellaneous supplies costand centralized corporate functions such as legal, accounting, treasury,insurance administration and claims processing, risk management, health, safetyand environmental, information technology, human resources, credit, payroll,taxes and other corporate services and the use of facilities that support thesefunctions. These allocations may not be necessarily indicative of the costs andexpense that would result if the Partnership was an independent entity.

In the opinion of management, the accompanyingunaudited combined financial statements contain all appropriate adjustments,all of which are normally recurring adjustments unless otherwise noted,considered necessary to present fairly the financial position of thePredecessor and its consolidated subsidiaries and the results of operations andcash flows for the respective periods. Operating results for the three-monthand nine-month periods ended September 30, 2006 are not necessarily indicativeof the results that may be expected for the twelve months ending December 31,2006.

***Use of Estimates***

In preparing the Predecessor’s financial statements inconformity with accounting principles generally accepted in the United States,management makes estimates and assumptions that affect the amounts reported inthe financial statements and related disclosures. Actual results may differfrom these estimates.

5

----

***Revenue Recognition***

Revenue is recognized by the Predecessor using thefollowing criteria: (a) persuasive evidence of an exchange arrangement exists;(b) delivery has occurred or services have been rendered; (c) the buyer’s priceis fixed or determinable and (d) collectibility is reasonably assured.

Revenue from contract compression service is recordedwhen earned, which generally occurs monthly at the time the monthly compressionservice is provided to customers in accordance with contracts.

***Concentration ofCredit Risk***

Trade accounts receivable are due from companies ofvarying size engaged in oil and gas activities in the United States. ThePredecessor reviews the financial condition of customers prior to extendingcredit and periodically updates customer credit information. Payment terms areon a short-term basis. No single customer accounted for 10% or more of thePredecessor’s revenue for the three months and nine months ended September 30,2006 and 2005.

***Property and Equipment***

Property and equipment are carried at cost (lessaccumulated depreciation). Depreciation for financial reporting purposes iscomputed on the straight-line basis using estimated useful lives. For compressionequipment, depreciation begins with the first compression service. Theestimated useful lives as of December 31, 2005 were as follows: 
| Compression equipment         |   | 15-30  years |   |
|-------------------------------|--------|--------------|--------|
| Other property and  equipment |   | 5 years      |   |

 

Maintenance and repairs are charged to expense asincurred. Overhauls and major improvements that increase the value or extendthe life of compressor units are capitalized and depreciated over the estimateduseful life of up to 6.5 years.

Property and equipment are reviewed for impairmentwhenever events or circumstances indicate that the carrying amount of an assetmay not be recoverable based upon undiscounted cash flows. Any impairmentlosses are measured based upon the excess of the carrying value over the fairvalue.

***Goodwill***

Goodwill and intangible assets acquired in connectionwith business combinations represent the excess of consideration over the fairvalue of tangible net assets acquired. Certain assumptions and estimates areemployed in determining the fair value of assets acquired and liabilitiesassumed.

The Predecessor performs an impairment test forgoodwill assets annually or earlier if indicators of potential impairmentexist. The Predecessor’s goodwill impairment test involves a comparison of the fairvalue of its reporting unit with its carrying value. The fair value isdetermined using discounted cash flows and other market-related valuationmodels. Certain estimates and judgments are required in the application of thefair value models. In February 2005 and 2006, the Predecessor performed animpairment analysis in accordance with Statement of Financial AccountingStandards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” anddetermined that no impairment had occurred. If for any reason the fair value of the Predecessor’s goodwill declinesbelow the carrying value in the future, the Predecessor may incur charges forthe impairment.

***Income Taxes***

The Predecessor’s operations are currently included inUniversal Compression Holdings consolidated federal tax return. Following theinitial public offering of the Partnership, its operations will be treated as apartnership for federal tax purposes with each partner being separately taxedon its share of taxable income. As a result, income taxes have been excludedfrom these combined financial statements.

***ComprehensiveIncome***

The Predecessor had no items of other comprehensiveincome for any period presented in the Combined Statements of Operations andComprehensive Income. As a result, net income and comprehensive income are thesame for all periods presented.

***Segment Reporting***

SFAS No. 131, “Disclosures about Segments Of anEnterprise and Related Information,” established standards for entities toreport information about the operating segments and geographic areas in whichthey operate. The Predecessor only operates in one 

6

----

segmentand all of its operations are located in the United States.

***Fair Value ofFinancial Instruments***

The Predecessor’s financial instruments consist ofaccounts receivable (which have carrying values that approximate fair value dueto their short-term nature).

***EnvironmentalLiabilities***

The costs to remediate and monitor environmentalmatters are accrued when such liabilities are considered probable and areasonable estimate of such costs is determinable.

***Non-cash Financingand Investing Activities***

Net distributions to parent on the Combined Statementsof Cash Flows for the nine months ended September 30, 2006 and 2005, excludecertain non-cash transactions related to net transfers of contract compressionequipment (from)/to the Predecessor and from/(to) other subsidiaries ofUniversal Compression Holdings of $1.1 million and ($34.0 million),respectively.

***New AccountingPronouncements***

In May 2005, the Financial Accounting Standards Board(“FASB”) issued SFAS No. 154, “Accounting Changes and Error Corrections — areplacement of APB Opinion No. 20 and FASB Statement No. 3.” SFAS No. 154requires retrospective application to prior periods’ financial statements forchanges in accounting principle, unless it is impracticable to determine eitherthe period-specific effects or the cumulative effect of the change. SFAS No.154 also requires that a change in depreciation, amortization or depletionmethod for long-lived, non-financial assets be accounted for as a change inaccounting estimate affected by a change in accounting principle. SFAS No. 154is effective for accounting changes and corrections of errors made in fiscalyears beginning after December 15, 2005. The adoption of SFAS No. 154 did nothave a material impact on the Predecessor’s combined financial statements.

In September 2006, the FASB issued SFAS No. 157, “FairValue Measurements,” which defines fair value, establishes a framework formeasuring fair value in generally accepted accounting principles and expandsdisclosures about fair value measurements. SFAS No. 157 is effective forfiscal years beginning after November 15, 2007 and interim periods withinthose fiscal years. The Predecessor is currently evaluating the impact that theadoption of SFAS No. 157 will have on its financial statements.

In September 2006, the Securities and ExchangeCommission (“SEC”) issued Staff Accounting Bulletin (“SAB”) 108, “Considering the Effects of Prior YearMisstatements when Quantifying Misstatements in Current Year FinancialStatements.” SAB 108 provides interpretive guidance on how the effectsof the carryover or reversal of prior year misstatements should be consideredin quantifying a current year misstatement. The SEC staff believes thatregistrants should quantify errors using both a balance sheet and an incomestatement approach and evaluate whether either approach results in quantifyinga misstatement that, when all relevant quantitative and qualitative factors areconsidered, is material. The guidance in SAB 108 must be applied to annualfinancial statements for fiscal years ending after November 15, 2006. ThePredecessor is currently evaluating the impact that the adoption of  SAB 108 will have on its financialstatements.

**2.****     Goodwill**

The Predecessor’s acquisitions were accounted for aspurchases. Goodwill has been recognized for the amount of the excess of thepurchase price over the fair value of the net assets acquired and is accountedfor in accordance with SFAS No. 142.

During February 2005 and 2006, the Predecessorperformed an impairment analysis on its goodwill in accordance with SFAS No.142 and determined that no impairment had occurred.

**3.****     Related Party Transactions**

The Predecessor has no employees. The employeessupporting the Predecessor are employees of Universal Compression Holdings.Services provided by Universal Compression Holdings to the Predecessor includesupport of the contract compression services provided by the Predecessor to itscustomers utilizing equipment owned by the Predecessor, such as designing,sourcing, installing, operating, servicing, repairing and maintaining theequipment. Additionally, Universal Compression Holdings provides to thePredecessor centralized corporate functions such as legal, accounting,treasury, insurance administration and claims processing, risk management,health, safety and environmental, information technology, human resources,credit, payroll, taxes and other corporate services and the use of facilitiesthat support these functions. Costs incurred by Universal Compression Holdingson behalf of the Predecessor that can be directly identified to the Predecessorare included in the Predecessor’s results of operations. Costs 

7

----

incurred by Universal Compression Holdings that are indirectlyattributable to the Predecessor and Universal Compression Holdings’ otheroperations are allocated among the Predecessor and Universal CompressionHoldings’ other operations. For the three months ended September 30, 2006 and2005, and the nine months ended September 30, 2006 and 2005, UniversalCompression Holdings’ defined contribution 401(k) plan and employees’supplemental savings plan expense allocated to the Predecessor was $0.1million, $0.1 million, $0.8 million and $0.4 million, respectively. Theallocation methodologies vary based on the nature of the charge and include,among other things, revenue, employee headcount and net assets. Managementbelieves that the allocation methodologies used to allocate indirect cost to itare reasonable.

The Predecessor purchases new natural gas compressionequipment from Universal Compression Holdings and other services related toexisting equipment that are capitalized such as overhauls and repackaging. Inaddition, the Predecessor has transferred used and idle natural gas compressionequipment to subsidiaries of Universal Compression Holdings. Such transferswere recorded at historical cost (less accumulated depreciation) and treated asa decrease in net parent equity.

The Predecessor’s Balance Sheets contain no cash. Allpayments made on behalf of the Predecessor, such as direct costs, indirectcosts and capital expenditures discussed above, are paid by UniversalCompression Holdings and have been recorded as increases in net parent equity.All payments received on behalf of the Predecessor, such as receipts forrevenue earned or sales of assets, are received by Universal CompressionHoldings and have been recorded as decreases in net parent equity.

**4.****     Collateralization of Parent Debt**

Universal CompressionHoldings has certain debt agreements which utilize the assets of thePredecessor as collateral. Compression equipment of the Predecessor with acarrying value of $262.0 million as of December 31, 2005 has been pledged ascollateral for Universal Compression Holdings’ asset-backed securitizationoperating facility (“ABS Facility”). In addition, as of September 30, 2006,Universal Compression Holdings’ senior secured credit facility was secured bysubstantially all of the assets of the Predecessor (except for the assetspledged to the ABS Facility) along with other assets of Universal CompressionHoldings.  The assets of the Predecessor which werecontributed by Universal Compression Holdings to the Partnership in connectionwith the initial public offering of the Partnership, ceased to be pledged ascollateral with respect to Universal Compression Holdings debt agreements as ofthe date of the initial public offering.

**5.****     Universal Compression Holdings Stock-BasedCompensation**

Universal Compression Holdings grants stock optionsand restricted stock to designated employees. Effective January 1, 2006,Universal Compression Holdings adopted SFAS No. 123R, “Share-Based Payment,”which requires that compensation cost relating to share-based paymenttransactions be recognized in the financial statements. That cost will bemeasured based on the fair value of the equity or liability instruments issued.Prior to 2006, Universal Compression Holdings accounted for stock options inaccordance with Accounting Principles Board Opinion No. 25, “Accounting forStock Issued to Employees” (“APB 25”). Under APB 25, stock option expense wasnot recognized in net income as the exercise price of stock options granted wasequal to the market value of the stock on the date of grant.

A portion of the stock-based compensation expenseincurred by Universal Compression Holdings is an indirect cost allocated to thePredecessor based on factors discussed in Note 3. Universal CompressionHoldings adopted SFAS No. 123R utilizing the modified prospective transitionmethod. As a result, prior periods for Universal Compression Holdings’ resultsof operations have not been restated to reflect the impact of SFAS No. 123R andthe Predecessor’s results of operations for periods prior to January 1, 2006 donot reflect the incremental expense that would have been incurred if UniversalCompression Holdings had followed the provisions of SFAS No. 123R during thoseperiods. In the three months and nine months ended September 30, 2006, theadoption of SFAS No. 123R by Universal Compression Holdings impacted thePredecessor’s results of operation by increasing selling, general andadministrative expenses by $0.5 million and $1.6 million, respectively, ascompared to the expense that would have been recognized under APB 25.

The Predecessor’s net income for the three months andnine months ended September 30, 2005 was $27.2 million and $79.3 million,respectively. If Universal Compression Holdings had adopted the fair valuemeasurement requirements under SFAS No. 123 for these periods net income wouldhave been $26.7 million and $77.9 million, respectively, due to revisedallocations of cost to the Predecessor. Stock-based compensation expenseincurred by Universal Compression Holdings and allocated to the Predecessor forthe three months ended September 30, 2006 and 2005 and the nine months endedSeptember 30, 2006 and 2005, was $0.8 million, $0.2 million, $2.3 million and$0.5 million, respectively.

8

----

**6.****     Commitments and Contingencies**

In the ordinary course of business, the Predecessor isinvolved in various pending or threatened legal actions. In the opinion ofmanagement, the amount of ultimate liability, if any, with respect to theseactions will not have a material adverse effect on the Predecessor’s financial position,results of operations or cash flows; however, because of the inherentuncertainty of litigation, the Predecessor cannot provide assurance that theresolution of any particular claim or proceeding to which it is a party willnot have a material adverse effect on the Predecessor’s financial position,results of operations or cash flows for the period in which that resolutionoccurs.

9

----

**UNIVERSAL COMPRESSION PARTNERS, L.P.**

**BALANCE SHEET**

**September 30, 2006**

**(unaudited)**
| **ASSETS**                                   | ** ** | ** ** | ** ** |
|----------------------------------------------|------------|------------|------------|
| Current Assets                               |       |       |       |
| Cash                                         |       | $          | 1,000      |   |
| Total assets                                 |       | $          | 1,000      |   |
| **LIABILITIES AND PARTNERS’ EQUITY**    | ** ** | ** ** | ** ** |
| Limited  partner’s interest             |       | $          | 980        |   |
| General  partner’s interest             |       | 20         |       |
| Total  liabilities and partners’ equity |       | $          | 1,000      |   |

 

See accompanying notes to unaudited balance sheet.

10

----

**UNIVERSALCOMPRESSION PARTNERS, L.P.**

**NOTESTO UNAUDITED BALANCE SHEET**

**1.  Natureof Operations**

Universal Compression Partners, L.P. (the “Partnership”)is a Delaware limited partnership formed in June 2006, to acquire certaincontract compression customer service agreements and related compressor fleetused to service those customers from Universal Compression PartnersPredecessor.  Universal CompressionPartners Predecessor’s operations are owned by Universal Compression Holdings,Inc. and its subsidiaries (“Universal Compression Holdings”). In order tosimplify the Partnership’s obligations under the laws of selected jurisdictionsin which the Partnership will conduct business, the Partnership’s activitieswill be conducted through a wholly-owned operating partnership.

UCO General Partner, LP, as general partner of thePartnership, contributed $20 and Universal Compression, Inc., as theorganizational limited partner, contributed $980 to the Partnership on June 22,2006. There were no other transactions involving the Partnership as ofSeptember 30, 2006.

**2.  Subsequent Events**

*Initial Public Offering of thePartnership*

In October 2006,the Partnership completed an initial public offering of 6,325,000 common unitsrepresenting limited partner interests in the Partnership, at a price of $21.00per unit, including 825,000 common units sold pursuant to the exercise of theunderwriters’ overallotment option. All of the units were issued by thePartnership.  The common units sold tothe public represent a 49% limited partner interest in the Partnership.

The net proceeds of the offering were $120.7 millionafter deducting underwriting discounts and commissions and expenses associatedwith the offering.  In connection withthe offering, (a) Universal Compression Holdings contributed to the Partnershipcontract compression services contracts with nine customers and a fleet ofcompressor units to service those customers, comprising approximately 330,000horsepower, or approximately 17% (by available horsepower) of UniversalCompression Holdings’ domestic contract compression business, (b) thePartnership assumed $228.4 million in debt from Universal Compression Holdings,(c) Universal Compression Holdings received 825,000 common units and 6,325,000subordinated units representing limited partner interests in the Partnershipand (d) the Partnership issued to its general partner, an indirect wholly ownedsubsidiary of Universal Compression Holdings, a 2% general partner interest inthe Partnership and all of the incentive distribution rights in thePartnership, which entitle the Partnership’s general partner to increasingpercentages of the cash distributed in excess of $0.4025 per unit perquarter.  The Partnership used theaggregate net proceeds from the offering to repay a portion of the debt itassumed from Universal Compression Holdings and to redeem the 825,000 commonunits it issued to Universal Compression Holdings.

Universal Compression Holdings and the Partnershipentered into an omnibus agreement, the terms of which include, among otherthings, (a) when the Partnership and Universal Compression Holdings may competewith each other, (b) Universal Compression Holdings’ agreement to provide tothe Partnership operational staff, corporate staff and support services, (c)the terms under which Universal Compression Holdings may sell to thePartnership newly fabricated equipment and under which it may transfer to andreceive from the Partnership idle compression equipment and (d) an agreement byUniversal Compression Holdings to provide caps on the amount of cost of salesand selling, general and administrative expenses that the Partnership mustpay.  The caps are determined on aquarterly basis and expire on December 31, 2008.

*Debt Financing*

OnOctober 20, 2006, the Partnership, as guarantor, and UC OperatingPartnership, L.P., a wholly owned subsidiary of the Partnership (“OperatingPartnership”), entered into a senior secured credit agreement   The new credit facility under the creditagreement consists of a five-year $225 million revolving credit facility,of which approximately $125 million was drawn at the closing of theinitial public offering. Borrowings under the credit agreement are secured bysubstantially all of the personal property assets of the Operating Partnershipand the Partnership. In addition, all of the capital stock of the Partnership’sdomestic restricted subsidiaries, except for subsidiaries used in connectionwith any asset backed securitization facility, has been pledged to secure theobligations under the credit agreement. Under the credit agreement, therevolving credit facility currently bears interest at the Operating Partnership’soption, the Administrative Agent’s prime rate plus 0.25% or LIBOR plus 1.25%,in each case based upon the

11

----

Partnership’s totalleverage ratio.

The OperatingPartnership used approximately $125 million advanced under the creditagreement to repay a portion of the indebtedness assumed by the OperatingPartnership and the Partnership from Universal Compression Holdings inconnection with the Partnership’s formation and the initial public offering.

Under the credit agreement, the Operating Partnershipand the Partnership are subject to certain limitations, including limitationson their ability: to incur additional debt or sell assets, with restrictions onthe use of proceeds; to make certain investments and acquisitions; to grantliens; and to pay dividends and distributions. The credit agreement prohibits the Partnership from making distributionsof available cash to its unitholders if any default or event of default (asdefined in the credit agreement) exists. The credit agreement contains certain affirmative covenants to delivercapital stock of newly created subsidiaries, and to provide guarantees from thePartnership and any domestic subsidiary which generates EBITDA (which isdefined for the purposes of determining guarantors as gross revenues of suchdomestic subsidiary for such period less the cost of sales (excludingdepreciation expenses to the extent such expenses were deducted)) exceeding7.5% of the EBITDA of the Partnership and all of its subsidiaries taken as awhole. The Operating Partnership and the Partnership are also subject tofinancial covenants which include a total debt to EBITDA ratio and an interestcoverage ratio. The credit agreement specifies a number of events of default(many of which are subject to applicable cure periods), including, amongothers, the failure to make payments when due, defaults under other agreementsor instruments of indebtedness, change of control and noncompliance withcovenants. Upon the occurrence of an event of default, the lenders mayterminate the facility and declare all amounts outstanding to be immediatelydue and payable.

As ofOctober 31, 2006, the Partnership had an aggregate unused credit availabilityof approximately $100.0 million under its $225 million revolving creditfacility.   All amounts outstanding underthe $225 million revolving credit facility mature in October 2011.

At the closing ofthe Partnership’s initial public offering, it received from UniversalCompression Holdings a forward starting swap agreement related to a notionalamount of $125.0 million of the Partnership’s floating rate debt.  The effective date of the swap agreement isDecember 1, 2006.  The swap agreementterminates in December 2011 and has a fixed rate of 5.28%.

12

----

**ITEM 2.  *Management’s Discussion and Analysis of FinancialCondition and Results of Operations***

*Referencesin Management’sDiscussion and Analysis of Financial Condition and Results of Operations to “we,”“our,” “us” or like terms refer to Universal Compression Partners, L.P.  References to “our predecessor” or like termsrefer to the natural gas contract compression business that is provided in theUnited States of America by Universal Compression Holdings, Inc. and itssubsidiaries (“Universal Compression Holdings”).  Thehistorical combined  financial statementsincluded elsewhere in this report reflect the assets, liabilities andoperations of Universal Compression Partners Predecessor, which is ourpredecessor. In connection with our initial public offering which was completedin October 2006, approximately 17% (by available horsepower) of our predecessorwas contributed to us by Universal Compression Holdings. The followingdiscussion analyzes the historical financial condition and results ofoperations of our predecessor and should beread in conjunction with our predecessor’s combined financial statements andnotes thereto, and our predecessor’s Management’s Discussion and Analysis ofFinancial Condition and Results of Operations presented in our RegistrationStatement on Form S-1 (File No. 333-135351) (the “S-1”)  as declared effective by the Securities andExchange Commission on October 16, 2006.*

**DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS**

This report contains “forward-lookingstatements” intended to qualify for the safe harbors from liability establishedby the Private Securities Litigation Reform Act of 1995. All statements otherthan statements of historical fact contained in this report are forward-lookingstatements, including, without limitation, statements regarding futurefinancial position, business strategy, proposed acquisitions, budgets,litigation, projected costs and plans and objectives of management for futureoperations. You can identify many of these statements by looking for words suchas “believes,” “expects,” “will,” “intends,” “projects,” “anticipates,” “estimates,”“continues” or similar words or the negative thereof.

Such forward-looking statementsin this report include, without limitation:

·                                          our business growth strategy and projected costs;

·                                          our future financial position;

·                                          the sufficiency of available cash flows to makecash distributions;

·                                          the expected amount of our capital expenditures;

·                                          anticipated cost savings, future revenue, grossmargin and other financial or operational measures related to our business;

·                                          the future value of our equipment; and

·                                          plans and objectives of our management for ourfuture operations.

Such forward-looking statementsare subject to various risks and uncertainties that could cause actual resultsto differ materially from those anticipated as of the date of this report.Although we believe that the expectations reflected in these forward-looking statementsare based on reasonable assumptions, no assurance can be given that theseexpectations will prove to be correct. Important factors that could cause ouractual results to differ materially from the expectations reflected in theseforward-looking statements include, among other things, those set forth in theRisk Factor section of the S-1, those set forth in the risk factors describedin Part II, Item 1A *(Risk Factors)*of this report and those set forth from time to time in our filings with theSecurities and Exchange Commission (“SEC”), which are available through theInvestor Relations link at www.universalcompression.com and through the SEC’sElectronic Data Gathering and Retrieval System (“EDGAR”) at http://www.sec.gov.

All forward-looking statementsincluded in this report are based on information available to us on the date ofthis report. We undertake no obligation to publicly update or revise anyforward-looking statement, whether as a result of new information, futureevents or otherwise. All subsequent written and oral forward-looking statementsattributable to us or persons acting on our behalf are expressly qualified intheir entirety by the cautionary statements contained throughout this report.

13

----

**Overview**

We are a Delaware limited partnership recently formedby Universal Compression Holdings to provide natural gas contract compressionservices to customers throughout the United States. Our contract compressionservices include designing, sourcing, owning, installing, operating, servicing,repairing and maintaining equipment to provide compression to our customers.

In October 2006,we completed an initial public offering of 6,325,000 of our common units at aprice of $21.00 per unit, including 825,000 common units sold pursuant to theexercise of the underwriters’ overallotment option. The common units sold tothe public represent a 49% limited partner interest in us.  The net proceeds of the offering were $120.7million after deducting underwriting discounts and commissions and expensesassociated with the offering.

In connection with the offering (a) UniversalCompression Holdings contributed to us contract compression services contractswith nine customers and a fleet of compressor units to service those customers,comprising approximately 330,000 horsepower, or approximately 17% (by availablehorsepower) of the Universal Compression Holdings’ domestic contractcompression business, (b) we assumed $228.4 million in debt from UniversalCompression Holdings, (c) Universal Compression Holdings received 825,000common units and 6,325,000 subordinated units representing limited partnerinterests in us and (d) we issued to our general partner, an indirect whollyowned subsidiary of Universal Compression Holdings, a 2% general partnerinterest in us and all of the incentive distribution rights in us, whichentitle our general partner to increasing percentages of the cash distributedin excess of $0.4025 per unit per quarter. We used the aggregate net proceeds from the offering to repay a portionof the debt we assumed from Universal Compression Holdings and to redeem the825,000 common units we issued to Universal Compression Holdings.

In connection with the initial public offering, weentered into an omnibus agreement with Universal Compression Holdings, theterms of which include, among other things, (a) when we and UniversalCompression Holdings may compete with each other, (b) Universal CompressionHoldings’ agreement to provide to us operational staff, corporate staff andsupport services necessary to run our business, (c) the terms under whichUniversal Compression Holdings may sell us newly fabricated equipment and underwhich it may transfer to and receive from us idle compression equipment and (d)an agreement by Universal Compression Holdings to provide caps on the amount ofcost of sales and selling, general and administrative expenses that we mustpay.  The caps are determined on aquarterly basis and expire on December 31, 2008.

Additionally, inconnection with the initial public offering, we entered into a senior securedcredit agreement   The new creditfacility under the credit agreement consists of a five-year $225 millionrevolving credit facility, of which approximately $125 million was drawnat the closing of the initial public offering. We used approximately$125 million advanced under the credit agreement to repay a portion of theindebtedness assumed by us from Universal Compression Holdings in connectionwith our formation and the initial public offering.

We and our customers typically contract for ourservices on an application specific, or site-by-site basis. While our contractstypically have terms of six months, they generally have run for a term of threeyears. We charge a fixed monthly fee for our compression services. Our customersgenerally are required to pay our monthly fee even during periods of limited ordisrupted natural gas flows.

Generally, our overall business activity and revenueincrease as the demand for natural gas increases. Demand for our compressionservices is linked more directly to natural gas consumption and production thanto exploration activities, which limits our direct exposure to commodity pricerisk. Because we do not take title to the natural gas we compress, and becausethe natural gas we use as fuel for our compressors is provided to us by ourcustomers, our direct exposure to commodity price risk is further reduced.

**ItemsImpacting the Comparability of Our Financial Results**

Our future results of operations may not be comparableto the historical results of operations for the periods presented below for ourpredecessor, for the reasons described below: 

·                                          Onlyapproximately 17% (by available horsepower) of our predecessor was contributedto us upon closing of our initial public offering. Accordingly, the results ofoperations of our predecessor reflect a substantially larger business than thebusiness contributed to us;

·                                          Dueto the contribution only of operating horsepower in connection with the initialpublic offering, our utilization was initially 100%, which is higher than thehistorical utilization achieved by our predecessor. We expect our utilizationrate to decline over time, ultimately approximating the utilization rates ofour predecessor;

14

----

·                                          Becausethe average horsepower of the compression assets contributed to us inconnection with the initial public offering was larger than the averagehorsepower of the fleet of our predecessor, we will initially generate lowerrevenue per horsepower and incur lower costs per horsepower than our predecessor,and we will generate a higher gross margin percentage than our predecessor’shistorical gross margin percentage; however, we expect this difference tobecome less pronounced over time as we acquire additional assets and grow ourbusiness;

·                                          Becauseour revenue per horsepower will initially be lower than that for ourpredecessor and because our selling, general and administrative expenses willbe allocated to us by Universal Compression Holdings based on horsepower, ourselling, general and administrative expenses initially will be higher as apercentage of revenue than historically experienced by our predecessor;

·                                          Becausewe will initially own a substantially smaller fleet of compressors than ourpredecessor, our operating costs per horsepower may be subject to morevariability than those of our predecessor. This additional variability in ouroperating costs per horsepower may result from, among other things, the factthat repair costs associated with our compressors that experience unanticipateddowntime will be allocated over our smaller fleet of compressors;

·                                          Inaddition, we anticipate incurring incremental selling, general andadministrative expenses of approximately $2.5 million per year as a result ofbeing a publicly traded limited partnership, including costs associated withannual and quarterly reports to unitholders, financial statement audit, taxreturn and Schedule K-1 preparation and distribution, investor relationsactivities, registrar and transfer agent fees, incremental director and officerliability insurance costs and director compensation;

·                                          Inthe omnibus agreement, Universal Compression Holdings agreed that, for a periodthat will terminate on December 31, 2008, our obligation to reimburse it for(a) any cost of sales that it incurs in the operation of our business will becapped at an amount equal to $16.95 per horsepower (after taking into accountany such costs we incur and pay directly) on a quarterly basis and (b) anyselling, general and administrative expenses allocated to us will be capped at$2.5 million per quarter (after taking into account any such expenses we incurand pay directly);

·                                          Noworking capital was contributed to us in connection with our initial publicoffering; and

·                                          Uponclosing of the initial public offering, we borrowed $125 million under a newrevolving credit facility and will incur related interest expense, whereas ourpredecessor historically had no debt.

**IndustryConditions and Trends**

*U.S. Natural Gas Industry.*Natural gas consumption in the United States has increased by approximately1.1% per annum since 1990 and is expected to increase by 0.7% per annum until2030 according to the Energy Information Administration.

*U.S. Natural Gas CompressionServices Industry.* We estimate that approximately six millionhorsepower of compression is currently owned by contract compression providersin the United States, such as us. We believe the outlook for contractcompression services in the United States will continue to benefit from agingproducing natural gas fields that will require more compression to continueproducing the same volume of natural gas, and from increasing production fromunconventional sources, which include tight sands, shale and coal beds, whichgenerally require more compression than has been required for conventionalsources.

15

----

 

**OperatingHighlights**

Thefollowing table summarizes total available horsepower, average operatinghorsepower and horsepower utilization percentages of our predecessor for theperiods presented.
| ** **                                  | ** ** | **Three Months Ended**        | ** ** | **Nine Months Ended**         | ** ** |
|---------------------------------------------|------------|-----------------------------------------|------------|-----------------------------------------|------------|
| ** **                                  | ** ** | **September 30, 2006**        | ** ** | **December 31, 2005**         | ** ** | **September 30, 2005** | ** ** | **September 30, 2006** | ** ** | **September 30, 2005** | ** ** |
| ** **                                  | ** ** | **(Horsepower in thousands)** | ** ** | **(Horsepower in thousands)** | ** ** |
| Total Available  Horsepower (at period end) |       | 2,017                                   |       | 1,965                                   |       | 1,948 |   | 2,017 |   | 1,948 |   |
|                                        |       |                                    |       |                                    |       |   |   |   |   |   |   |
| Average Operating  Horsepower               |       | 1,792                                   |       | 1,787                                   |       | 1,751 |   | 1,797 |   | 1,736 |   |
|                                        |       |                                    |       |                                    |       |   |   |   |   |   |   |
| Horsepower  Utilization:                    |       |                                    |       |                                    |       |   |   |   |   |   |   |
| Spot (at period end)                        |       | 89.4                                    | %          | 91.9                                    | %          | 90.8 | % | 89.4 | % | 90.8 | % |
| Average                                     |       | 89.4                                    | %          | 91.3                                    | %          | 90.6 | % | 90.6 | % | 90.1 | % |

 

Theincrease in available horsepower as of September 30, 2006 compared to September30, 2005 was primarily attributable to large horsepower units added to ourpredecessor’s fleet to meet the incremental demand for these units by theindustry.  Average operating horsepowerincreased by 2.3% for the three months ended September 30, 2006 compared to theprior year quarter and by 3.5% for the nine months ended September 30, 2006compared to the prior year period.  Theseincreases were primarily attributable to higher customer demand as well aslarger horsepower units added to our predecessor’s fleet.

16

----

**Financial Results of Operations**

#### *Threemonths ended September 30, 2006 compared to three months ended September 30,2005*

The following table summarizes revenue, gross margin,gross margin percentage, expenses and net income of our predecessor for theperiods presented:
|                                     | ** ** | **Three Months Ended  September 30,** | ** ** |
|-------------------------------------|------------|------------------------------------------------------|------------|
| ** **                          | ** ** | **2006**                                             | ** ** | **2005** | ** ** |
| ** **                          | ** ** | **(Dollars in thousands)**                 | ** ** |
| Revenue                             |       | $                                                    | 101,058    |   | $ | 81,964 |   |
| Gross Margin                        |       | 66,192                                               |       | 52,115 |   |
| Gross Margin  Percentage            |       | 65.5                                                 | %          | 63.6 | % |
| Expenses:                           |       |                                                 |       |   |   |
| Selling, general and administrative |       | $                                                    | 12,643     |   | $ | 7,476 |   |
| Depreciation                        |       | 19,334                                               |       | 17,393 |   |
| Other loss, net                     |       | 279                                                  |       | 44 |   |
| Net income                          |       | $                                                    | 33,936     |   | $ | 27,202 |   |

 

*Revenue.*  Revenue increased due to higher averagecontract prices and increased operating horsepower in the three months endedSeptember 30, 2006.  Revenue per averagemonthly operating horsepower increased to $18.80 in the three months endedSeptember 30, 2006.  This was a 20.5%increase from the prior period amount of $15.60.  Average monthly operating horsepowerincreased to 1,792,145 for the three months ended September 30, 2006.  This represented a 2.3% increase from theprior year period.

*Gross Margin.*  The higher gross margin (defined as totalrevenue less cost of sales, excluding depreciation expense) was primarilyattributable to the revenue increases in the current year period discussedabove, partially offset by higher expenses in the current year period includinglabor and benefits cost, parts cost, lubricant cost, vehicle fuel cost and fieldsupply cost.  In addition, gross marginincreased in the current year period by $0.9 million due to a change in ourpredecessor’s vacation policy which impacted when employees earn theirvacation.  Gross margin, a non-GAAPfinancial measure, is reconciled to net income, its most directly comparablefinancial measure calculated and presented in accordance with GAAP, on page 22of this report, within Item 2, Management’s Discussion and Analysis ofFinancial Condition and Results of Operations.

*Gross Margin Percentage.*  The gross margin percentage (defined****as gross margin as a percentage of revenue) increasedprimarily due to average contract price increases in the current yearperiod.  In addition, it increased 0.9%due to the impact of the change in vacation policy discussed above.

*SG&A Expenses. *The increase in SG&A expenses forthe three months ended September 30, 2006 was due primarily to an increase inreimbursable property taxes that are offset in revenue, the on-goingimplementation of Universal Compression Holdings Enterprise Resource Planning (“ERP”)system and the adoption of Statement of Financial Accounting Standards (“SFAS”)No. 123R, “Share-Based Payment,” relating to stock-based compensation allocatedto the Predecessor.  SG&A expensesrepresented 12.5% and 9.1% of revenues for the three months ended September 30,2006 and 2005, respectively.

*Depreciation.*  The increase in depreciation expense for thethree months ended September 30, 2006 compared to the prior year periodprimarily resulted from on-going capital expenditures, consisting primarily ofadditions to our predecessor’s contract compression fleet and compressormaintenance capital expenditures.

17

----

#### *Nine months ended September 30, 2006 comparedto nine months ended September 30, 2005*

The following table summarizes revenue, gross margin,gross margin percentage, expenses and net income of our predecessor for theperiods presented:
|                                      | ** ** | **Nine Months Ended  September 30,** | ** ** |
|--------------------------------------|------------|-----------------------------------------------------|------------|
| ** **                           | ** ** | **2006**                                            | ** ** | **2005** | ** ** |
| ** **                           | ** ** | **(Dollars in thousands)**                | ** ** |
| Revenue                              |       | $                                                   | 296,563    |   | $ | 238,554 |   |
| Gross Margin                         |       | 192,991                                             |       | 151,689 |   |
| Gross Margin Percentage              |       | 65.1                                                | %          | 63.6 | % |
| Expenses:                            |       |                                                |       |   |   |
| Selling, general  and administrative |       | $                                                   | 35,122     |   | $ | 21,604 |   |
| Depreciation                         |       | 57,335                                              |       | 50,881 |   |
| Other income,  net                   |       | (298                                                | )          | (122 | ) |
| Net income                           |       | $                                                   | 100,832    |   | $ | 79,326 |   |

 

*Revenue.*  Revenue increased due to higher averagecontract prices and increased operating horsepower in the nine months endedSeptember 30, 2006.  Revenue per averagemonthly operating horsepower increased to $18.34 in the nine months ended September30, 2006.  This was a 20.1% increase fromthe prior period amount of $15.27. Average monthly operating horsepower increased to 1,796,765 for the ninemonths ended September 30, 2006.  Thisrepresented a 3.5% increase from the prior year period.

*Gross Margin.*  The higher gross margin was primarilyattributable to the revenue increases in the current period discussed above,partially offset by higher expenses in the current period including labor andbenefits cost, parts cost, lubricant cost, field supply cost, vehicle fuelcost, and remote monitoring cost due to additional installations. In addition,gross margin increased in the current year period by $0.9 million due to achange in our predecessor’s vacation policy which impacted when employees earntheir vacation.  Gross margin, a non-GAAPfinancial measure, is reconciled to net income, its most directly comparablefinancial measure calculated and presented in accordance with GAAP, on page 22of this report, within Item 2, Management’s Discussion and Analysis ofFinancial Condition and Results of Operations.

*Gross Margin Percentage.*   Gross margin percentage increased primarilydue to average contract price increases in the current year period.  In addition, it increased by 0.3% due to theimpact of the change in vacation policy described above.

*SG&A Expenses.*The increase inSG&A expenses for the nine months ended September 30, 2006 was dueprimarily to an increase in reimbursable property taxes that are offset inrevenue, the on-going implementation of our ERP system and the adoption of SFASNo. 123R, relating to stock-based compensation allocated to thePredecessor.  SG&A expensesrepresented 11.8% and 9.1% of revenues for the nine months ended September 30,2006 and 2005, respectively.

*Depreciation. *The increase indepreciation expense for the nine months ended September 30, 2006 compared tothe prior year period primarily resulted from on-going capital expenditures,consisting primarily of additions to our predecessor’s contract compressionfleet and compressor maintenance capital expenditures.

**Effectsof Inflation**

Inrecent years, inflation has been modest and has not had a material impact uponthe results of our predecessor’s operations.

18

----

# **Liquidity and Capital Resources**

***Our Predecessor’sLiquidity and Capital Resources***

Historically, ourpredecessor’s sources of liquidity included cash generated from operations andfunding from Universal Compression Holdings. Our predecessor’s cash receiptswere deposited in Universal Compression Holdings’ bank accounts and all cashdisbursements were made from these accounts. Thus, historically our predecessor’sfinancial statements have reflected no cash balances. Cash transactions handledby Universal Compression Holdings for our predecessor were reflected as changesin net parent equity.

The following table summarizes our predecessor’s sources and uses ofcash for the periods indicated (in thousands):
|                                  | ** ** | **Nine Months Ended  September 30,** | ** ** |
|----------------------------------|------------|-----------------------------------------------------|------------|
| ** **                       | ** ** | **2006**                                            | ** ** | **2005** | ** ** |
| Net cash  provided by (used in): |       |                                                |       |   |   |
|                             |       |                                                |       |   |   |
| Operating activities             |       | $                                                   | 132,489    |   | $ | 132,104 |   |
|                             |       |                                                |       |   |   |
| Investing activities             |       | $                                                   | (85,405    | ) | $ | (55,040 | ) |
|                             |       |                                                |       |   |   |
| Financing  activities            |       | $                                                   | (47,084    | ) | $ | (77,064 | ) |

 

*Operating Activities.* Net cashprovided by operating activities increased $0.4 million, or 0.3%, for the ninemonths ended September 30, 2006 as compared to the prior year period primarilyas a result of increased earnings offset by changes in working capital.

*InvestingActivities.* Capital expenditures for the nine months endedSeptember 30, 2006 and 2005 were $94.3 million and $62.5 million, respectively,consisting of $65.0 million and $35.5 million, respectively for fleet additionsand $29.3 million and $27.0 million, respectively, for compressor maintenanceactivities. Proceeds from asset sales were $8.9 million and $7.4 million forthe nine months ended September 30, 2006 and 2005, respectively.

*FinancingActivities.* Net cash used in financing activities representsthe pass through of our predecessor’s net cash flows to Universal CompressionHoldings under its cash management program.

***Our Liquidity andCapital Resources***

We have established ourown bank accounts but Universal Compression Holdings’ personnel will continueto manage our cash and investments.

*CapitalRequirements.* The natural gas compression business is capitalintensive, requiring significant investment to maintain and upgrade existingoperations. Our predecessor’s capital requirements have consisted primarily of,and we anticipate that our capital requirements will continue to consist of,the following: 

·                                                               maintenancecapital expenditures, which are capital expenditures made to maintain theexisting operating capacity of our assets and related cash flows furtherextending the useful lives of the assets; and

·                                                               expansioncapital expenditures, which are capital expenditures made to expand or toreplace partially or fully depreciated assets or to expand the operatingcapacity or revenue generating capabilites of existing or new assets, whetherthrough construction, acquisition or modification.

Given our objective ofgrowth through acquisitions, expansion capital expenditure projects and otherinternal growth projects, we anticipate that we will continue to investsignificant amounts of capital to grow and acquire assets. We will actively considera variety of assets for potential acquisitions and expansion projects. Weexpect to fund future capital expenditures with borrowings under our new creditfacility, the issuance of additional partnership units, as appropriate, givenmarket conditions, and if necessary, future debt offerings.

*OurAbility to Grow Depends on Our Ability to Access External Expansion Capital*.We expect that we will distribute all of our available cash to our unitholders.Available cash is reduced by cash reserves established by our general partnerto provide for the proper conduct of our business (including for future capitalexpenditures). However, we expect that we will rely primarily upon 

19

----

external financing sources, including our $225 millionrevolving credit facility and the issuance of debt and equity securities,rather than cash reserves established by our general partner to fund ouracquisitions and expansion capital expenditures. To the extent we are unable tofinance growth externally and we are unwilling to establish cash reserves tofund future acquisitions, our cash distribution policy will significantlyimpair our ability to grow. In addition, because we distribute all of ouravailable cash, we may not grow as quickly as businesses that reinvest theiravailable cash to expand ongoing operations. To the extent we issue additionalunits in connection with any acquisitions or expansion capital expenditures,the payment of distributions on those additional units may increase the riskthat we will be unable to maintain or increase our per unit distribution level,which in turn may impact the available cash that we have to distribute on eachunit. There are no limitations in our partnership agreement or in the terms ofour new credit facility on our ability to issue additional units, includingunits ranking senior to the common units.

*DebtFinancing.*  OnOctober 20, 2006, we, as guarantor, and UC Operating Partnership, L.P., awholly owned subsidiary of us (“Operating Partnership”), entered into a seniorsecured credit agreement.  The new creditfacility under the credit agreement consists of a five-year $225 millionrevolving credit facility, of which approximately $125 million was drawnat the closing of the initial public offering. Borrowings under the creditagreement are secured by substantially all of the personal property assets ofthe Operating Partnership and us. In addition, all of the capital stock of ourdomestic restricted subsidiaries, except for subsidiaries used in connectionwith any asset backed securitization facility, has been pledged to secure theobligations under the credit agreement. Under the credit agreement, therevolving credit facility currently bears interest at the Operating Partnership’soption, the Administrative Agent’s prime rate plus 0.25% or LIBOR plus 1.25%,in each case based upon our total leverage ratio.

TheOperating Partnership used approximately $125 million advanced under thecredit agreement to repay a portion of the indebtedness assumed by theOperating Partnership and us from Universal Compression Holdings in connectionwith the Operating Partnership’s acquisition of a portion of UniversalCompression Holdings’ domestic contract compression business in connection withour initial public offering.

Under the credit agreement, we and the Operating Partnership aresubject to certain limitations, including limitations on our ability: to incuradditional debt or sell assets, with restrictions on the use of proceeds; tomake certain investments and acquisitions; to grant liens; and to pay dividendsand distributions. The credit agreement contains certain affirmative covenantsto deliver capital stock of newly created subsidiaries, and to provideguarantees from us and any domestic subsidiary which generates EBITDA (which isdefined for the purposes of determining guarantors as gross revenues of suchdomestic subsidiary for such period less the cost of sales (excludingdepreciation expenses to the extent such expenses were deducted)) exceeding7.5% of our EBITDA and all of our subsidiaries taken as a whole. We and theOperating Partnership are also subject to financial covenants which include atotal debt to EBITDA ratio and an interest coverage ratio. The credit agreementspecifies a number of events of default (many of which are subject toapplicable cure periods), including, among others, the failure to make paymentswhen due, defaults under other agreements or instruments of indebtedness,change of control and noncompliance with covenants. Upon the occurrence of anevent of default, the lenders may terminate the facility and declare allamounts outstanding to be immediately due and payable.

As of October 31, 2006, we had an aggregate unused credit availabilityof approximately $100.0 million under our $225 million revolving credit facility.   All amounts outstanding under the $225million revolving credit facility mature in October 2011.

We have entered into afloating-to-fixed swap that fixes our interest rate for the initial $125million of borrowings under our revolving credit facility beginning December 1,2006 for the remaining term of that facility. See further discussion of the swap agreement in Item 3. *Quantitative and Qualitative Disclosures About Market Risk.*

We expect our future sources of liquidity to include cash generated fromoperations, borrowings under our credit facility, issuance of additionalpartnership units and debt offerings. We believe that cash generated from thesesources will be sufficient to meet our short-term working capital requirements,long-term capital expenditure requirements and quarterly cash distributions.

**Critical Accounting Policies andEstimates**

Our predecessor’sdiscussion and analysis of its financial condition and results of operation isbased upon its combined financial statements. Our predecessor prepared thesefinancial statements in conformity with accounting principles generallyaccepted in the United States. As such, our predecessor is required to makecertain estimates, judgments and assumptions that affect the reported amountsof assets and liabilities at the date of the financial statements and thereported amounts of revenue and expenses during the periods presented. Ourpredecessor based its estimates on historical experience, available informationand various other assumptions our predecessor believes to be reasonable underthe circumstances. On an on-going basis, our predecessor evaluates itsestimates; however, actual results may differ from these estimates underdifferent assumptions or conditions. The accounting policies that our predecessorbelieves require management’s most difficult, subjective or complex judgmentsand are the most critical to its reporting of results of operations andfinancial position are as follows:

20

----

***Allowances andReserves***

Our predecessor’s customers are evaluated for creditworthiness prior tothe extension of credit. Our predecessor maintains an allowance for bad debtsbased on specific customer collection issues and historical experience. On anon-going basis, our predecessor conducts an evaluation of the financialstrength of its customers based on payment history and makes adjustments to theallowance as necessary.

***Depreciation***

Property and equipment are carried at cost. Depreciation for financialreporting purposes is computed on the straight-line basis using estimateduseful lives and salvage values. If the actual useful life of our predecessor’sproperty and equipment is less than the estimate used for purposes of computingdepreciation expense, our predecessor could experience an acceleration indepreciation expense.

***Business Combinations and Goodwill***

Goodwill and intangible assets acquired in connection with businesscombinations represent the excess of consideration over the fair value oftangible net assets acquired. Certain assumptions and estimates are employed indetermining the fair value of assets acquired and liabilities assumed.

Our predecessor performs an impairment test for goodwill assetsannually or earlier if indicators of potential impairment exist. Ourpredecessor’s goodwill impairment test involves a comparison of the fair valueof its reporting unit with its carrying value. The fair value is determinedusing discounted cash flows and other market-related valuation models. Certainestimates and judgments are required in the application of the fair valuemodels. In February 2005 and 2006, our predecessor performed an impairmentanalysis in accordance with SFAS No. 142 and determined that no impairment hadoccurred.  If for any reason the fairvalue of our predecessor’s goodwill declines below the carrying value in thefuture, our predecessor may incur charges for the impairment.

***Long-Lived Assets***

Long-lived assets, which include property and equipment, comprise asignificant amount of our predecessor’s total assets. In accordance with SFASNo. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,”long-lived assets to be held and used by our predecessor are reviewed todetermine whether any events or changes in circumstances indicate the carryingamount of the asset may not be recoverable. For long-lived assets to be heldand used, our predecessor bases its evaluation on impairment indicators such asthe nature of the assets, the future economic benefit of the assets, anyhistorical or future profitability measurements and other external marketconditions or factors that may be present. If such impairment indicators arepresent or other factors exist that indicate the carrying amount of the assetmay not be recoverable, our predecessor determines whether an impairment hasoccurred through the use of an undiscounted cash flows analysis. If animpairment has occurred, our predecessor recognizes a loss for the differencebetween the carrying amount and the estimated fair value of the asset. The fairvalue of the asset is measured using quoted market prices or, in the absence ofquoted market prices, is based on an estimate of discounted cash flows.

***Self-Insurance***

Our predecessor and Universal Compression Holdings, which allocatescertain insurance cost to our predecessor, are self-insured up to certainlevels, excluding our predecessor’s offshore assets, for general liability,vehicle liability, group medical and for workers’ compensation claims forcertain of Universal Compression Holdings’ employees. Our predecessor haselected to fully self-insure its offshore assets. Our predecessor recordsself-insurance accruals based on claims filed and an estimate for significantclaims incurred but not reported. Our predecessor regularly reviews estimatesof reported and unreported claims and provides for losses through insurancereserves. Although our predecessor believes adequate reserves have beenprovided for expected liabilities arising from its self-insured obligations, itis reasonably possible our predecessor’s estimates of these liabilities willchange over the near term as circumstances develop.

***Allocation Methodologies Used to Derive Our Predecessor’s FinancialStatements on a Carve-out Basis***

Our predecessor employed various allocation methodologies to separatecertain selling, general and administrative expenses incurred by UniversalCompression Holdings and recorded in its financial statements presented herein.Universal Compression Holdings provides to our predecessor centralizedcorporate functions such as legal, accounting, treasury, insuranceadministration and claims processing, risk management, health, safety andenvironmental, information technology, human resources, credit, payroll, taxes 

21

----

andother corporate services and the use of facilities that support thesefunctions. The allocation methodologies vary based on the nature of the chargeand include, among other things, revenue, employee headcount and net assets.Our predecessor’s management believes that the allocation methodologies used toallocate indirect costs to it are reasonable. If certain selling, general andadministrative expenses were allocated using different methodologies, ourpredecessor’s results of operations could have significantly differed fromthose presented herein.

**Non-GAAP Financial Measures**

Our predecessor definesgross margin as total revenue less cost of sales (excluding depreciationexpense).  Gross margin is included as asupplemental disclosure because it is a primary measure used by our predecessor’smanagement as it represents the results of revenue and cost of sales (excludingdepreciation expense), which are key components of our predecessor’soperations.  As an indicator of ourpredecessor’s operating performance, gross margin should not be considered analternative to, or more meaningful than, net income as determined in accordancewith GAAP.  Our predecessor’s grossmargin may not be comparable to a similarly titled measure of another companybecause other entities may not calculate gross margin in the same manner.

Thefollowing table reconciles our predecessor’s net income to gross margin:
|                                             | ** ** | **Three Months Ended  September 30,** | ** ** | **Nine Months Ended  September 30,** | ** ** |
|---------------------------------------------|------------|------------------------------------------------------|------------|-----------------------------------------------------|------------|
| ** **                                  | ** ** | **2006**                                             | ** ** | **2005**                                            | ** ** | **2006** | ** ** | **2005** | ** ** |
| **Net  income**                             |       | $                                                    | 33,936     |                                                | $          | 27,202 |   | $ | 100,832 |   | $ | 79,326 |   |
| Depreciation                                |       | 19,334                                               |       | 17,393                                              |       | 57,335 |   | 50,881 |   |
| Selling, general and administrative expense |       | 12,643                                               |       | 7,476                                               |       | 35,122 |   | 21,604 |   |
| Other (income) loss, net                    |       | 279                                                  |       | 44                                                  |       | (298 | ) | (122 | ) |
| **Gross margin**                            |       | $                                                    | 66,192     |                                                | $          | 52,115 |   | $ | 192,991 |   | $ | 151,689 |   |

 

**ITEM 3.  *Quantitative and Qualitative Disclosures About MarketRisk***

We are exposed to market risk due to variable interestrates under our financing and interest rate swap arrangement.

As of October 31, 2006, we had $125.0 millionoutstanding under our $225 million revolving credit facility that was subjectto a variable interest rate. The revolving credit facility currently bearsinterest at our option, the Administrative Agent’s prime rate plus 0.25% orLIBOR plus 1.25%, in each case based upon our total leverage ratio.  As of November 14, 2006, the applicable ratewas one month LIBOR, which was 5.38%.

At the closing of our initial public offering, wereceived from Universal Compression Holdings a forward starting swap agreementrelated to a notional amount of $125.0 million of our floating rate debt.  The effective date of the swap agreement isDecember 1, 2006.  The swap agreementterminates in December 2011 and has a fixed rate of 5.28%.  As of September 30, 2006, the fair value of thisinterest rate swap agreement was a liability of approximately $0.5 million.

As ofOctober 31, 2006, and excluding the effect of the forward-starting swap, we had$125.0 million of outstanding indebtedness that was effectively subject tofloating interest rates and a 1.0% increase in interest rates would result inan approximate $1.3 million annual increase in our interest expense.  This forward-starting swap is effectiveDecember 1, 2006 and converts all of our debt outstanding as of October 31,2006 to a fixed rate.

## **ITEM 4. *****Controlsand Procedures***

*Management’s Evaluation ofDisclosure Controls and Procedures*

As required byRule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”),our general partner’s management, including the Chief Executive Officer andChief Financial Officer of our general partner, evaluated as of the end of theperiod covered by this report, the effectiveness of the Partnership’sdisclosure controls and procedures as defined in Exchange Act Rule13a-15(e).  Based on that evaluation, theChief Executive Officer and Chief Financial Officer of our general partnerconcluded that the Partnership’s disclosure controls and procedures, as of theend of the period covered by this report, were effective for the purpose ofensuring that information required to be disclosed by the Partnership in thisreport is recorded, processed, summarized and reported within the time periodsspecified by the rules and forms under the Exchange Act and is accumulated andcommunicated to management, including the Chief Executive Officer and ChiefFinancial Officer of our general partner, as appropriate to allow timelydecisions regarding required disclosures.

22

----

*Changes inInternal Control over Financial Reporting*

Therewere no changes in the Partnership’s internal control over financial reportingduring the last fiscal quarter that materially affected, or are reasonablylikely to materially affect, its internal control over financial reporting.

**PART II. OTHER INFORMATION**

**ITEM 1.  *Legal Proceedings***

See Note6 to the unaudited combined financial statements in Part I of this report,which we incorporate by reference into this Item 1.

**ITEM 1A.  *Risk Factors***

Risk factors which could cause actual results todiffer from our expectations and which could negatively impact our business,financial condition and results of operations include those listed below, thosedescribed in our Registration Statement on Form S-1 (File No. 333-135351) asdeclared effective by the Securities and Exchange Commission (“SEC”) on October16, 2006, and those set forth from time to time in our other filings with theSEC, which are available through the Investor Relations link atwww.universalcompression.com and through the SEC’s Electronic Data Gatheringand Retrieval System (“EDGAR”) at http://www.sec.gov.
| · |   | We may not have sufficient cash from operations  following the establishment of cash reserves and payment of fees and  expenses, including cost reimbursements to our general partner, to enable us  to make cash distributions to holders of our common units and subordinated  units at the initial distribution rate under our cash distribution policy. |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                        |
| · |   | We depend on domestic demand for and production of  natural gas, and a reduction in this demand or production could adversely  affect the demand or the prices we charge for our services, which could cause  our revenue and cash available for distribution to decrease.                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                        |
| · |   | We currently have a limited number of customers. The  loss of any of these customers would result in a decline in our revenue and  cash available to pay distributions to our unitholders.                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                        |
| · |   | We face significant competition that may cause us to  lose market share and harm our financial performance.                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                        |
| · |   | We may not be able to grow our cash flows if we do  not expand our business, and our ability to expand our business may be  limited by various factors, including our agreement not to compete with  Universal Compression Holdings and our ability to make acquisitions on  economically acceptable terms.                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                        |
| · |   | Universal Compression Holdings’ implementation of  its new enterprise resource planning system may result in problems that could  negatively impact our business.                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                        |
| · |   | Universal Compression Holdings controls our general  partner, which has sole responsibility for conducting our business and  managing our operations. Universal Compression Holdings has conflicts of  interest, which may permit it to favor its own interests to our detriment.                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                        |
| · |   | Cost reimbursements due to our general partner and  its affiliates for services provided, which will be determined by our general  partner, will be substantial and will reduce our cash available for  distribution to our unitholders.                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                        |
| · |   | Our partnership agreement limits our general  partner’s fiduciary duties to holders of our common units and subordinated  units and restricts the remedies available to holders of our common units and  subordinated units for actions taken by our general partner that might  otherwise constitute breaches of fiduciary duty.                      |

23

----

 
| · |   | Holders of our common units have limited voting rights  and are not entitled to elect our general partner or its general partner’s  directors.                                                                                                                                                                                                                                                                                                                          |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| · |   | Even if holders of our common units are  dissatisfied, they cannot initially remove our general partner without its  consent.                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| · |   | Control of our general partner may be transferred to  a third party without unitholder consent.                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| · |   | Our tax treatment depends on our status as a  partnership for federal income tax purposes, as well as our not being subject  to a material amount of entity-level taxation by individual states. If the  Internal Revenue Service (“IRS”) treats us as a corporation or we become  subject to a material amount of entity-level taxation for state tax purposes,  it would substantially reduce the amount of cash available for distribution  to our unitholders. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| · |   | An IRS contest of the federal income tax positions  we take may adversely affect the market for our common units, and the cost of  any IRS contest will reduce our cash available for distribution to our  unitholders.                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| · |   | You may be required to pay taxes on income from us  even if you do not receive any cash distributions from us.                                                                                                                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| · |   | Tax gain or loss on disposition of common units  could be more or less than expected.                                                                                                                                                                                                                                                                                                                                                                                        |

 

**ITEM2.  *Unregistered Sales ofEquity Securities***

OnOctober 20, 2006, we completed an initial public offering of 6,325,000 of ourcommon units at a price of $21.00 per unit, including 825,000 common units soldpursuant to the exercise of the underwriters’ overallotment option. The commonunits sold to the public represent a 49% limited partner interest in us.  The joint book-running managers for theoffering were Merrill Lynch & Co. and Lehman Brothers.  The net proceeds of the offering were $120.7million after deducting underwriting discounts and commissions and expenses associatedwith the offering.  Underwritingdiscounts totaled approximately $9.1 million (including a structuring fee paidto Merrill Lynch & Co. of $500,000). We incurred additional transaction fees and expenses in connection withthe offering of approximately $3.0 million.  The net proceeds were used to: (a) repayapproximately $104.5 million of the debt we assumed from Universal CompressionHoldings and (b) redeem 825,000 common units owned by Universal CompressionHoldings for approximately $16.2 million. This issuance was made pursuant to the our Registration Statement onForm S-1 (File No. 333-135351) as declared effective by theSecurities and Exchange Commission on October 16, 2006.

**ITEM 6**.  ***Exhibits***
| Exhibit No. | ** ** | **Description**                                                                                                                                                                                                                                                                            |
|-------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |       |                                                                                                                                                                                                                                                                                       |
| 31.1        |       | Certification of the Chief Executive Officer of UCO  GP, LLC (as general partner of the general partner of Universal Compression  Partners, L.P.) pursuant to Rule 13a-14 under the Securities Exchange Act of  1934.                                                                      |
|        |       |                                                                                                                                                                                                                                                                                       |
| 31.2        |       | Certification of the Chief Financial Officer of UCO  GP, LLC (as general partner of the general partner of Universal Compression  Partners, L.P.) pursuant to Rule 13a-14 under the Securities Exchange Act of  1934.                                                                      |
|        |       |                                                                                                                                                                                                                                                                                       |
| 32.1        |       | Certifications of the Chief Executive Officer and  Chief Financial Officer of UCO GP, LLC (as general partner of the general  partner of Universal Compression Partners, L.P.) pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of  2002. |

24

----

 

**SIGNATURES**

Pursuant to the requirements of the Securities ExchangeAct of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.
|                         |   | Universal Compression  Partners, L.P.      |
|-------------------------|--------|--------------------------------------------|
|                    |   |                                       |
| Date: November 21, 2006 |   | By: UCO GENERAL PARTNER, LP                |
|                    |   | its General Partner                        |
|                    |   |                                       |
|                    |   | By: UCO GP, LLC                            |
|                    |   | its General Partner                        |
|                    |   |                                       |
|                    |   | By:                                        | /s/ DANIEL K. SCHLANGER |   |
|                    |   |   Daniel K. Schlanger            |
|                    |   |   Senior Vice President and      |
|                    |   |   Chief Financial Officer        |
|                    |   |   (Principal Financial Officer)  |
|                    |   |                                       |
|                    |   | By:                                        | /s/ KENNETH R. BICKETT |   |
|                    |   |   Kenneth R. Bickett             |
|                    |   |   Vice President and Controller  |
|                    |   |   (Principal Accounting Officer) |

25

----

 

EXHIBIT INDEX

 
| Exhibit No. | ** ** | **Description**                                                                                                                                                                                                                                                                            |
|-------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |       |                                                                                                                                                                                                                                                                                       |
| 31.1        |       | Certification of the Chief  Executive Officer of UCO GP, LLC (as general partner of the general partner  of Universal Compression Partners, L.P.) pursuant to Rule 13a-14 under the  Securities Exchange Act of 1934.                                                                      |
|        |       |                                                                                                                                                                                                                                                                                       |
| 31.2        |       | Certification of the  Chief Financial Officer of UCO GP, LLC (as general partner of the general  partner of Universal Compression Partners, L.P.) pursuant to Rule 13a-14  under the Securities Exchange Act of 1934.                                                                      |
|        |       |                                                                                                                                                                                                                                                                                       |
| 32.1        |       | Certifications of the  Chief Executive Officer and Chief Financial Officer of UCO GP, LLC (as  general partner of the general partner of Universal Compression Partners,  L.P.) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906  of the Sarbanes-Oxley Act of 2002. |

 

26

----