SecProbe.io

January 3, 2013

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 Statements on Form S -1
 Supplemental Response dated December 28 , 2012
File No s. 333-174803  and 333-180551

Dear Mr. Holloway :

We have reviewed your supplemental response  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.

Preliminary Estimate of Selected Fourth Quarter 2012 Financial Results, page 5

1. We note your proposed disclosure regarding your preliminary estimate of certain
fourth quarter 2012 financial results and your disclosure of the estimated range of net
income amounts.  In that regard, we are unclear why you did not disclose the
estimated range for costs of operations and selling and general administrative
expenses to balance your presentation.  Please explain or revise.

2. We note your statement in the first full paragraph on page 6 that your actual results
for the fourth quarter of 2012 may differ materially from the results presented in your
prospectus.  If you choose to disclose preliminary results, you should be able to ass ert
that the actual results are not expected to vary materially from that reflected in the
preliminary results.  Please remove this statement, as it implies that investors should
not rely on the information presented, or explain to us why the presentation of this
information alongside a disclaimer that the preliminary financial information could
differ materially provides meaningful disclosure to investors.

J. Gregory Holloway
USA Compression Partners, LP
January 3, 2013
Page 2

 3. We note your statement on page 6 that you “do not expect [y]our consolidated
financial statements and  related notes as of and for the year ended December 31, 2012
to be publicly announced or filed with the SEC until after this offering is completed.”
Please confirm your understanding that if, prior to the effective date of your
registration statement, mo re precise numbers become available as you conduct your
financial closing procedures for the quarter ended December 31, 2012, or your
financial statements for the most recent quarterly period become available, they
should be included in your registration s tatement.

Estimated Cash Available for Distribution for Year Ended December 31, 2013 , page 56

4. Please tell us and disclose how you calculated the fixed charge coverage ratio .

You may contact Scott Stringer, Staff Accountant, at (202) 551 -3272 or Andre w 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.