Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
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 (Month/Day/Year)
10/20/2006
(Street)

HOUSTON, TX 77041		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 (1) 825,000 D  
Common Units representing limited partner interests 10/20/2006 10/20/2006 D   825,000 D $ 19.635 (1) 0 D  

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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, TX 77041		     X    
UNIVERSAL COMPRESSION INC
4444 BRITTMOORE ROAD
HOUSTON, TX 77041		     X    
UCI MLP LP LLC
103 FOULK ROAD
SUITE 205-R
WILMINGTON, DE 19803		     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:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(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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