SecProbe.io

November 1 6, 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
 Amendment No. 8 to Registration Statement on Form S-1
Filed November 6, 2012
File No. 333-174803
Amendment No. 4 to Registration Statement on Form S -1
Filed November 6, 2012
File No. 333 -180551

Dear Mr. Holloway :

We have reviewed your registration statement s and have the following 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 s and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not bel ieve amendments are appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement s and the information you
provide in response to these comments, we may have additional comments.

Amendment No. 8 to Registration Statement on Form S -1 (333 -174803)

Management’s Discussion and Analysis of Financial Condition and R esults of Operations, page
78

Liquidity and Capital Resources, page 92

1. Please revise to provide the underlying reasons behind the changes in your nine months
operating cash flows for the period ended September 30, 2012 so readers can better
understand t heir variability.  We note your disclosure that the increase was due to an
increase in income offset by a higher use of working capital for that period; however, the
disclosure provides little insight regarding the drivers behind the changes in significant

J. Gregory Holloway
USA Compression Partners, LP
November 1 6, 2012
Page 2

 line items making up working capital such as accounts payable and accrued liabilities.
Refer to Section IV of our SEC Release No. 33 -8350.

Certain Relationships and Related Party Transactions, page 126

2. Please describe in this section the $750,000 in expenses that you incurred under an
agreement between USA Compression Holdings, LLC and its affiliates, as you disclose
on page F -37.

Financial Statements, page F -1

Notes to the Condensed Interim Financi al Statements, page F -32

(6) Transaction with Related Parties, page F -37

3. Please identify all related party transactions on the face of the balance sheet, income
statement, or statement of cash flows. Reference is made to Rule 4 -08(k) of Regulation S -
X.  We also noted you incurred $750,000 and $250,000 of such expenses related to a
management fee for the nine months period ended September 30, 2012 and 2011,
respectively.

(7) Operating Leases, page F -38

4. Please explain the significant increase in total fu ture lease payments as of June 30, 2012
from $1,981,412 to $4,335,251 as of September 30, 2012.

Amendment No. 4 to Registration Statement on Form S -1 (333 -180551)

5. Please revise this registration statement to comply with comments 1 -4 above.

You may contact Sc ott Stringer, 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 Lisa Kohl , Staff Attorney, at (202) 551 -
3252, Catherine Brown, Staff Attorney, at (202) 551 - 3513, or me, at (202) 551 -3720, with any
other questions.

Sincerely,

        /s/ Catherine T. Brown for

Mara L. Ransom
Assistant Director
cc:  Sean T. Wheeler, Esq.