SecProbe.io

May 1, 2012
 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 April 4, 2012 File No. 333-180551

Dear Mr. Holloway:
We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide 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.  Where you do not beli eve 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. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act (“the Act”), please disclose  on your prospectus
cover page that you are an emerging growth  company, and revise your prospectus to
provide the following additional disclosures:

 Describe how and when a company may lose emerging growth company status;

 A brief description of the various exemptions that ar e available to you, such as
exemptions from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section
14A(a) and (b) of the Securities Exchange Act of 1934; and
 Your election under Secti on 107(b) of the Act:

J. Gregory Holloway USA Compression Partners, LP May 1, 2012 Page 2

 - If you have elected to opt out
 of the extended transition period for complying with
new or revised accounting standards pursu ant to Section 107(b) of the Act,
include a statement that the election is irrevocable; or

- If you have elected to use the extended transition period for complying with new
or revised accounting standards under Sect ion 102(b)(2)(B) of the Act, provide a
risk factor explaining that this election allows you to delay the adoption of new or
revised accounting standards that have di fferent effective dates for public and
private companies until those standards appl y to private companies.  Please state
in your risk factor that, as a result of th is election, your financial statements may
not be comparable to companies that comp ly with public company effective dates.
 Include a similar statement in your cr itical accounting policy disclosures in
MD&A.

Please make similar revisions in your regist ration statement on Form S-1 (File No. 333-
174803).

2. Please file the remaining exhibits with your ne xt amendment, or as soon as possible, to
allow us sufficient time to review such exhi bits prior to requesti ng acceleration of the
effectiveness of the registration statement.

Our Cash Distribution Policy and Rest rictions on Distributions, page 32

3. We note the statement in the transmittal le tter of your counsel dated April 3, 2012 that
you intend for the DRIP to be available as soon as possible following effectiveness of
your IPO registration statement so that interest ed unit holders can participate in the DRIP
for your first quarterly di stribution as a public comp any.  Please explain why you
determined to exclude pro forma cash avai lable for distribution for the year ended
December 31, 2011, estimated cash available for distribution for the year ending
December 31, 2012 and the related assumptions and considerations.
 Item 17. Undertakings, page II-3

4. Please revise to provide the undertakings re quired by Item 512(a)(3) and (a)(5)(b) of
Regulation S-K.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

J. Gregory Holloway USA Compression Partners, LP May 1, 2012 Page 3

 Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of th e disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Scott String er at (202) 551-3272 or Andr ew Mew at (202) 551-3377 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Catherine Brown at (202) 551-3513 or me  at (202) 551-3720 with any other questions.

Sincerely,
         / s /  C a t h e r i n e  T .  B r o w n  f o r
Mara L. Ransom Assistant Director
cc: Sean T. Wheeler, Esq.  Latham & Watkins LLP