Sec Form 4 Filing - UNIVERSAL COMPRESSION HOLDINGS INC @ Universal Compression Partners, L.P. - 2006-10-20

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person UNIVERSAL COMPRESSION HOLDINGS INC 2. Issuer Name and Ticker or Trading Symbol Universal Compression Partners, L.P. [ UCLP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 4444 BRITTMOORE ROAD, 3. Date of Earliest Transaction (MM/DD/YY) 10/20/2006 (Street) HOUSTON, TX77041 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Units representing limited partner interests 10/20/2006 10/20/2006 J 825,000 A 825,000 D Common Units representing limited partner interests 10/20/2006 10/20/2006 D 825,000 D $ 19.635 ( 1 ) 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Subordinated Units representing limited partner interests ( 2 ) 10/20/2006 10/20/2006 J( 1 ) 6,325,000 ( 2 ) ( 2 ) Common Units 6,325,000 ( 2 ) 6,325,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other UNIVERSAL COMPRESSION HOLDINGS INC 4444 BRITTMOORE ROAD HOUSTON, TX77041 X UNIVERSAL COMPRESSION INC 4444 BRITTMOORE ROAD HOUSTON, TX77041 X UCI MLP LP LLC 103 FOULK ROAD SUITE 205-R WILMINGTON, DE19803 X Signatures /s/ Donald C. Wayne, Vice President, Secretary and General Counsel of Universal Compression Holdings, Inc. 10/24/2006 Signature of Reporting Person Date /s/ Donald C. Wayne, Vice President, Secretary and General Counsel of Universal Compression, Inc. 10/24/2006 Signature of Reporting Person Date /s/ Donald C. Wayne, Vice President, Secretary and General Counsel of UCI MLP LP LLC 10/24/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 20, 2006, in connection with the Issuer's initial public offering (the "Offering"), Universal Compression, Inc. ("UCI"), a wholly-owned subsidiary of Universal Compression Holdings, Inc., contributed certain assets to the Issuer in exchange for 825,000 common units and 6,325,000 subordinated units. Immediately following the closing of the Offering, UCI contributed all such common and subordinated units to its wholly-owned subsidiary, UCI MLP LP LLC. On October 20, 2006, in connection with the Offering, the net proceeds from the exercise of the underwriters' option to purchase additional common units were used to redeem these 825,000 common units at a price of $19.635 per common unit. ( 2 )Each subordinated unit will convert into one common unit at the end of the subordination period, which will end if the Issuer has earned and paid at least $1.40 on each outstanding unit for any three consecutive, non-overlapping four-quarter periods ending on or after September 30, 2011, but may end as soon as September 30, 2008, if the Issuer meets additional financial tests as described in the partnership agreement. The subordinated units have no expiration date.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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