SecProbe.io

August 30, 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
 Amendment No. 1 to Registra tion Statement on Form S-1
Filed August 8, 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.
 Summary, page 1

1. We note your response to comment nine in our letter dated July 7, 2011, as well as your
assertion that you “believe [you] are one of the larges t independent providers of
compression services in the U.S.”  Please revise  to provide the basis of such belief, such
as your experience in the industry or a review  of the public filings of your competitors, as
well as the metric you are using in making this evaluation.

J. Gregory Holloway USA Compression Partners, LP August 30, 2011 Page 2

 Capitalization, page 44

2. Refer to the head note for “as  adjusted.”  We note your reference to sections under
“Summary – Partnership Structure and Offeri ng Related Transactions” and the “Use of
Proceeds” in explaining for what has been ad justed.  In the next amendment, please
provide full disclosures to enhance transparen cy on what has been adjusted rather than
just citing the relevant sections.

Management of USA Compre ssion Partners, LP, page 109

3. We note your response to comment 21 in our letter dated July 7, 2011.  Please provide
disclosure which clarifies the relationship be tween the discussion of  conflicts here and
the discussion which begins on page 130, such  as a cross reference to the latter
discussion.
 Security Ownership of Certain Benefi cial Owners and Management, page 126

4. Please revise footnote (1) to clarify which na tural persons have voting and/or investment
power over the shares held by USA Compression Holdings.

Unaudited Pro Forma Financial Statements, page F-2

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

2(f) and 2(h), pages F-6 and F-7

5. We note your response to comment 36 in our le tter dated July 7, 2011.  Adjustments 2(f),
2(h) and 2(i) appear to be more akin to an ticipated events and an extension of the notion
of directly attributable.  Pl ease revise your presentation to remove these adjustments.
Refer to Rule 11-02(b)(6) of Regulation S-X.

6. Refer to the table within footnote 2(g).  Please revise caption from “Predecessor” to
“Predecessor/Historical” in next amendment to Form S-1.
 Historical Financial Statements, page F-10

 Notes to Consolidated Financial Statements – December 31, 2010, 2009, 2008, page F-15

 (1)The Partnership, Nature of Business,  and Recent Transactions, page F-17

7. We note your response to comment 42 in our letter dated July 7, 2011 and your reliance
on the guidance within ASC 805-20-55-50 for not recording the $3,906,716 in stock
compensation expense and $4,906,870 in acquisi tion related costs in the predecessor
period.  It also appears that you have not recorded these material expenses in the

J. Gregory Holloway USA Compression Partners, LP August 30, 2011 Page 3

 successor period financial stat ements.  We are unclear how the cited authoritative
accounting literature is on point in terms of supporting the accounting for the stock
compensation expenses and the acq uisition related costs in your situation.  In this regard,
please explain to us and disclo se in more detail, the fact s and circumstances surrounding
the stock compensation expense and the acqui sition related costs including whether the
acquirer or acquiree initiated a nd incurred the charges.  Also  explain to us exactly the
meaning of your statement that “… $8,703,588 of  costs has been reflected on the black
line” and the related accounti ng. Advise us how you consider the guidance within ASC
805-10-55-18, ASC 805-30-55-6 to 13 and AS C 718-20-35-7 to 8 in supporting your
accounting. We may have further comments.

You may contact Scott String er, Staff Accountant, at ( 202) 551-3272 or Andrew Mew,
Accounting Branch Chief, at (202) 551-3377, if you have questions regarding comments on the
financial statements and related matters.  Please contact Ronald E. Alper, Staff Attorney, at (202)
551-3329, Lilyanna Peyser, Staff Attorney, at (2 02) 551- 3272, or me, at  (202) 551-3720, with
any other questions.
Sincerely,
         / s /  L i l y a n n a  L .  P e y s e r  f o r

James Allegretto Senior Assistant Chief Accountant
cc:  Sean T. Wheeler, Esq.        Latham & Watkins LLP