SecProbe.io

July 7, 2011
Via E-mail

J. Gregory Holloway Vice President, General Counsel and Secretary
USA Compression Partners, LP 100 Congress Avenue, Suite 450 Austin, Texas 78701
Re: USA Compression Partners, LP
 Registration Statement on Form S-1
Filed June 9, 2011 File No. 333-174803

Dear Mr. Holloway:
We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

1. We note a number of blank spaces throughout yo ur registration statement for information
that may not properly be excluded under Ru le 430A of Regulation C.  Provide all
information required with respect to a bona fide offering price ra nge, the number of
common units and all other information left blank in your prospectus that you are not
permitted to omit pursuant to Rule 430A as  soon as practicable.  Please allow us
sufficient time to review your complete disclosu re prior to any distri bution of preliminary
prospectuses.
2. Please update all information in the prospect us to the most rece nt practicable date.

J. Gregory Holloway USA Compression Partners, LP July 7, 2011 Page 2

3. Prior to the effectiveness of this registration statement, please have a representative of the
Financial Industry Regulatory Authority confir m to us that they have completed their
review, including their review regarding the underwriting compensation terms and
arrangements pertaining to this offering.

4. Please provide us with any gatefold information such as pictures, gra phics or artwork that
will be used in the prospectus.

5. Please disclose the underwriters for this offe ring.  We will not continue to process the
filing if the next amendment does not include such information.
6. Please provide a description of the Amende d and Restated Limited Liability Company
Agreement of USA Compression GP, LLC, which is included as an exhibit.

7. Please provide a description, and include as  an exhibit, the Amended and Restated
Limited Liability Company Agreemen t of USA Compression Holdings, LLC.

8. In an appropriate place, please clarify whether USA Compression Holdings, LLC holds
all of your limited partner interests; if not, please provide further disclosure regarding
your current ownership structure.

Summary, page 1

9. Please disclose the basis for your assertions about your or your affiliates’ competitive
position within your industry.  As exam ples only, and not an exhaustive list:

 You state on pages 1, 76 and 97 that you are “one of the largest independent
providers of compression services in the U.S.”
 You refer on pages 76 and 77 to your opera tion “in some of the fastest growing
U.S. natural gas shale plays.”
 You refer to your “superior service run times” on page 78.

If the statement is based on a study, article or  report, please disclose the source of the
information in your filing and provide copies  of these documents to us supplementally,
appropriately marked to highlight the s ections relied upon.  If you funded or were
otherwise affiliated with any such study or report, please disclose this.  Note that if any of this information was prepared by a third party for inclusion in this registration statement,
you should file the consent of such party as an  exhibit.  Otherwise, please confirm that
these sources are widely available to the public.  If you do not have appropriate
independent support for a statemen t, please revise the language to  make clear that this is
your belief based on your experien ce in the industry, if true.

J. Gregory Holloway USA Compression Partners, LP July 7, 2011 Page 3

 Natural Gas Compression Fundamentals, page 2

10. Please provide citations to the relevant U.S.  Energy Information Agency reports so that
investors may refer to them.  Please also pr ovide us supplementally with such reports,
appropriately marked to highlight the sections relied upon.
Business Strategies, page 3

 Pursue accretive acquisiti on opportunities, page 3

11. Please indicate, here and elsewhere as appr opriate, whether you have engaged in any
discussions or otherwise identi fied any potential acquisition targets.  We note that you
indicate on page 23 that you have not act ively pursued acquisitions previously.
 Competitive Strengths, page 4

12. If you choose to highlight your company’s comp etitive strengths in the summary, please
balance that disclosure with a discussion of  the principal competi tive challenges facing
the company.
Our Management, page 9

13. Please briefly describe and quantify the gene ral partner’s and its affiliates’ fees and
expenses that are paid prior to the distribut ions.  Make similar disclosures elsewhere in
the filing as applicable.  Refer to  Securities Act Release No. 33-6900.
 Risk Factors, page 20

 Risks Inherent in an I nvestment in Us, page 30

 USA Compression Holdings may sell units…, page 36

14. You refer to a section entitled “Certain Rela tionships and Related Party Transactions –
Agreements with Affiliates – Registration Rights Agreement," however, we do not see the section.  Please advise.
 Our Cash Distribution Policy and Rest rictions on Distributions, page 46

15. Please describe in greater detail the operati ng fees and expenses paid to the general
partner and quantify these payments here and el sewhere in the filing as applicable.  Refer
to Securities Act Release No. 33-6900.

J. Gregory Holloway USA Compression Partners, LP July 7, 2011 Page 4

 Our Minimum Quarterly Distribution, page 47

16. You state that the actual amount s of distributions were ba sed on the amount of cash you
generate from your business as well as the amount of cash reserves  your general partner
established in accordance with the partnership agreement. Please tell us and disclose how
much of the cash reserves you plan to establish and how they were determined here and elsewhere in the filing.
 Estimated Cash Available for Distribution fo r the Twelve Months Ending September 30, 2012,
page 51

17. We note that the most recent historical and pro forma financial statements for the three
months period ended March 31, 2011.  In that re gard, we are unclear why it is appropriate
to present the forecasted estimated adjusted EBITDA as well as the estimated cash available for distribution fo r the twelve month periods ended September 30, 2012. We
believe it is very difficult, if possible, to reasonably project financial information for any
forecasted period more than twelve months from the most recent historical financial
statements presented. As such, we believe you should consider revi sing the statement to
cover the twelve months from the most recent  historical financial statements presented
such as presenting the statement for the peri od ended March 31, 2012 w ith respect to this
filing as opposed to the same period ended September 30, 2012.

18. We are unclear why you did not provide for cas h reserves reduction to  estimated adjusted
EBITDA on page 53 to arrive at estimated cas h available for distribution. Please advise
us or revise.

19. Explain to us why you did not subtract prin cipal re-payments in connection with your
long-term debt for the period to arrive at th e estimated cash availa ble for distribution or
revise.

Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
76
 Financial Results of Operations, page 83

 Three months ended March 31, 2011 compared to  the three months e nded March 31, 2011, page
83

20. Refer to the table that summarizes the operati ng results for the periods presented. Please
label the column headers as predecessor and successor and distinguish the two reporting
periods with a heavy black line.

J. Gregory Holloway USA Compression Partners, LP July 7, 2011 Page 5

 Management of USA Compre ssion Partners, LP, page 109

21. We note your disclosure that after the o ffering you will have a conflicts committee to
review conflicts of interest between y ou, your limited partners and USA Compression
Holdings.  Please revise to clarify, if know n, whether the committee will resolve conflicts
of interest in the same manner they currently  are resolved, as desc ribed under “Conflicts
of Interest and Fiduciary Duties.”
Directors and Executive Officers, page 110

22. Please revise your disclosure to describe  the business experience of Messrs. Moody,
Ward, Wassenaar and Shea for the past five ye ars, or clarify your current disclosure by
adding dates or the duration of employment.  Refer to Item 401(e) of Regulation S-K.

Compensation Discussion and Analysis, page 112
 Annual Performance-Based Compensation for 2010, page 115

23. Please revise to clarify the EBITDAR target  for 2010 utilized in determining the bonus
compensation of Messrs. Smith and Moody, as  well as the bonus compensation amounts
earned by Messrs. Smith and Moody for 2010.

Employment and Severance Agreements, page 117

24. Please file the employment agreements with your named executive officers as exhibits to
the registration statement.  See It em 601(b)(10) of Regulation S-K.
 Director Compensation, page 123

25. Please provide the disclosure required by Item 402(k) of Re gulation S-K, or tell us why
such disclosure is not required.
2011 Long-Term Incentive Plan, page 123

26. Please revise to clarify generally when your  general partner intends to adopt the 2011
Long-Term Incentive Plan, if known.
 Security Ownership of Certain Benefi cial Owners and Management, page 126

27. Please revise footnote 2 of the table to identi fy the “certain of [y]our executive officers”
and the “unrelated third party” who also  own equity interests in USA Compression
Holdings.

J. Gregory Holloway USA Compression Partners, LP July 7, 2011 Page 6

 Certain Relationships and Relate d Party Transactions, page 127

28. Please disclose the information require d by Item 404(b) of Regulation S-K.
 Distributions and Payments to Our General Partner and Its Affiliates, page 128

29. We note the information contained in the ta ble on page 127.  Please include a summary
tabular presentation, itemizi ng by category and specifying do llar amounts where possible,
of all compensation, fees, profits, and other be nefits (including reimbursement for out of
pocket expenses) which the general partner and its affiliates may earn or receive in connection with the offering or operation of the partnership.  Refe r to Securities Act
Release No. 33-6900 and Industry Guide 5.
 Conflicts of Interest and Fiduciary Duties, page 129

 Fiduciary Duties, page 134

 Rights and remedies of unitholders, page 136

30. Please also explain the defenses available to the general partner.  Refer to Securities Act
Release No. 33-6900.

The Partnership Agreement, page 139
 Indemnification, page 151

31. Please clarify whether there are any lim itations or conditions regarding your
indemnification obligations and describe the circumstances in which you will not indemnify the parties identified in this section.
 Unaudited Pro Forma Financial Statements, page F-2

32. Please separate the pro forma adjustments re lated to the acquisition on December 23,
2010 from those related to offering by providing a subtotal column first to give effect to
the acquisition in the presentation.  Then you should provide the pro forma adjustments to give effect to the offering be fore arriving at the final column.

Note (2). Pro Forma Adjustments and Assumptions, page F-6

33. Explain to us and disclose how and wher e you classify incentive  distribution rights
(“IDR”) as a separate class of equity on the face of the unaudited pro forma balance
sheets.  It appears the IDR is a class of e quity and we note that it can be sold or
transferred separately from the general partnership interests.

J. Gregory Holloway USA Compression Partners, LP July 7, 2011 Page 7

 34. We note your disclosure on page F-16 th at there was stock compensation expense
triggered as a result of the business co mbination that occurred on December 23, 2010.
Nonrecurring costs directly attributable to  the acquisition should be disclosed in a
footnote to the pro forma’s with clear disclosu re that such costs we re not included.  We
were not able to identify simila r disclosure in the pro forma footnotes.  Please explain the
extent you considered  this disclosure.
 (2) Pro Forma and Adjustments

 2(d), page F-6

35. We note your pro forma adjustments related to the fees and expenses in connection with
the intended amendment to your credit facility upon the closing of the offering.  In that
regard, explain to us why the fees and expenses are factua lly supportable.  Otherwise,
please revise to remove the adjustment.
 2(f) and 2(h), pages F-6 and F-7

36. Please explain your basis for including adjustme nts 2(f) and 2(h) related to the purchase
of compression units and adjustment 2(i) for the termination of interest rate swaps as they
are not factually supportable.  Also, it appears they are not directly attributable to your
Offering.  Please advise us or revise.  Similarly, revise to adjust the interest expenses
resulting from adjustme nts 2(f), (h) and (i).
 2 (g), page F-7

37. Notwithstanding the above comment, please explain whether there is a material
difference in the interest rate on the revol ving credit versus the amended revolving credit
facility and which rate was used to calculate pro forma interest expense.  To the extent
material please revise note 2(g)  to make it transparent to read ers the interest rates used in
arriving at pro forma interest.
(3) Pro Forma Net Income Per Limited Partner Unit, page F-8

38. Based on your disclosure, it appears you woul d apply the two-class EPS method in your
pro forma earnings per unit presentation, as described in paragraphs 72 and 73 of ASC
260-10-45.  In that regard, expl ain to us why you did not allo cate the distribution to the
2% general partner’ equity  interests in your earni ngs per unit calculation.

39. We note your use of the offering proceed s to repay your indebtedness under your
revolving credit facility.  In  that regard, please adjust  your weighted average unit
denominator in computing pro forma earni ngs per unit to include only those common
units whose proceeds are used for the repayment.

J. Gregory Holloway USA Compression Partners, LP July 7, 2011 Page 8

 Historical Financial Statements, page F-10

General

40. We note that you presented predecessor and suc cessor financial statements in the filing.
However, we are unclear about your basis in presenting them as  we note no disclosures in
Note 1 or elsewhere in the filing, re garding USA Compression Holdings, LLC
(“Holdings”) succeeding to substantially all of the business of USA Compression Partners, L.P. (the “Partnership”) and wh ether Holdings’ own operations prior to the
succession was insignificant relative to the acq uired operations.  Please advise us and
expand your disclosure.  In addition, tell us  and disclose how Holdings acquires the
Partnership and what consideration Holdi ngs had given to the unit holders of the
Partnership in affecting the transactio n.  Refer to Rule 405 of Regulation C.

41. We believe the financial statements of limite d partnerships should be presented so that
the ownership classes of general partners and limited partners can readily determine their
relative participation in both the net assets  of the partnership a nd in the results of
operations.  To achieve this, the equity sec tion of your balance sheet should distinguish
between amounts ascribed to each