SecProbe.io

December 13, 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. 2 to Registra tion Statement on Form S-1
Filed November 18, 2011 File No. 333-174803

Dear Mr. Holloway:
We have reviewed your amende d registration statement and have the following comment.
Please respond to this letter by amending your re gistration statement and providing the requested
information.  If you do not believe our comment a pplies 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 this comment, we may have additional comments.

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

1. We note your response to prior comment seve n of our letter dated August 30, 2011.  Your
disclosure on page F-17 characterizes amounts paid by the target rela ted to shared-based
compensation and the broker’s fees as “acquisiti on related costs.”  Since that term is
defined by ASC 805-10-25-23 as the costs the acquirer incu rs to effect a business
combination and has a specific accounting tr eatment, please consider your choice of
terminology so that there is no confusion in  the use of “acquisition related costs.”
Additionally, we note that your disclosure stat es that these costs we re not recognized in
the consolidated statement of operations.

J. Gregory Holloway USA Compression Partners, LP  December 13, 2011 Page 2

 In view of making it clear that such items have been excluded from all income statements
presented, please provide disclo sures explaining how and why these costs were recorded
as part of the exchange or, the black line,  summarizing the presenta tion described in your
response.

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
Mara L. Ransom Assistant Director
cc:  Sean T. Wheeler, Esq.
       Latham & Watkins LLP