SecProbe.io

March 4, 2014

Via E -mail
Eric D. Long
President and Chief Executive Officer
USA Compression Partners, LP
100 Congress Avenue, Suite 450
Austin, TX 78701

Re: USA Compression Partners, LP
Registration Statement on Form S-3
Filed February 3, 2014
File No. 333-193724

Dear Mr. Long :

We have limited our review of your registration 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 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 registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. We note that your debt securities may be issued by your finance subsidiary co -issuer and
guaranteed by multiple subsidiaries.  It does not appear that you have provided disclosure
in compliance with the requiremen ts of Rule 3 -10 of Regulation S -X.  Please revise to
provide the appropriate disclosure pursuant to Rule 3 -10 of Regulation S -X, or tell us
how you believe you have complied with Rule 3 -10.

2. We note that you are registering 23,866,338 common units represen ting limited partner
interests in this offering on behalf of USA Compression Holdings, LLC, which owns all
of the ownership interest in your general partner and therefore appears to be your parent
company.  Given the nature of USA Compression Holdings’ rel ationship to you and the
size of the offering relative to the number of units outstanding held by non -affiliates, it
appears that the sale of units by USA Compression Holdings is a transaction that is not
eligible to be made on a shelf basis pursuant to Ru le 415(a)(1)(i) of Regulation C and

Eric D. Long
USA Compression Partners, LP
March 4, 2014
Page 2

 instead represents a primary offering.  Please refer to Securities Act Rules Compliance
and Disclosure Interpretations 212.15 and 612.09.  Please revise to identify USA
Compression Holdings as an underwriter within the m eaning of Section 2(a)(11) of the
Securities Act and otherwise revise your prospectus to reflect that the offering by USA
Compression Holdings is a primary offering.  Alternatively, please provide us with your
detailed analysis of why you believe you are a ble to conduct a secondary offering with
regard to the common units held by USA Compression Holdings pursuant to Rule
415(a)(1)(i), including in such analysis a detailed description of the relationship between
you and USA Compression Holdings, an analysis of whether USA Compression
Holdings is your parent and affiliate, and the other factors set forth in Securities Act
Rules Compliance and Disclosure Interpretation 612.09.

3. In addition, we note that you are registering the sale of 33,336,784 common units
representing limited partner interests, of which 8,522,130 are being offered on behalf of
Argonaut Private Equity, LLC and its affiliates.  Given the size of the secondary offering
relative to the number of units outstanding held by non -affiliates and the n ature of the
relationship between Argonaut Private Equity and its affiliates, on the one hand, and you,
on the other hand, it appears that the sale of units by Argonaut Private Equity and its
affiliates is a transaction that is not eligible to be made on a  shelf basis pursuant to Rule
415(a)(1)(i) of Regulation C.  Please revise to identify Argonaut Private Equity as an
underwriter within the meaning of Section 2(a)(11) of the Securities Act and otherwise
revise your prospectus to reflect that the offering by Argonaut Private Equity and its
affiliates is a primary offering.  Alternatively, please provide us with your detailed
analysis of why the sale by Argonaut Private Equity and its affiliates is appropriately
characterized as a transaction that is eligibl e to be made under Rule 415(a)(1)(i).  In this
regard, please address the factors referred to Securities Act Rules Compliance and
Disclosure Interpretation 612.09.

Information We Incorporate by Reference, page ii

4. Please correct the filing date for the Fo rm 10 -Q for the quarter ended March 31, 2013.
Additionally, please include the Form 8 -K filed on September 5, 2013 and the Form 10 -K
filed on February 20, 2014.

Selling Unitholders, page 66

5. Please disclose the natural person or persons who exercise the voting and/or dispositive
powers with respect to the securities owned by Argonaut Private Equity LLC, Aladdin
Partners, L.P., R/C Energy GP IV, LLC and the two trusts listed in the table.  Please refer
to Question 140.02 of the Regulation S -K Compliance an d Disclosure Interpretations.  In
addition, please revise to clarify whether the last column in this table assumes the sale of
all of the shares identified in that column.

Eric D. Long
USA Compression Partners, LP
March 4, 2014
Page 3

 Index to Exhibits, page II -8

6. Please note that we may have comments on the exhibits  once you file them, and we will
need adequate time to review them before you request acceleration of effectiveness of the
registration statement.

Exhibit 5.1.  Opinion of Vinson & Elkins L.L.P.

7. We note from page 47 of the registration statement that the  indenture and all debt
securities will be governed by New York law.  This opinion is limited to Delaware and
Texas laws.  Please have counsel opine on the law governing the indenture, debt
securities and guarantees, as well.  Please refer to Section II.B. 1.e of Staff Legal Bulletin
No. 19, available on our website at www.sec.gov.  In addition, we note that the opinion
identifies USAC OpCo2, LLC and USAC Leasing 2 LLC as Delaware limited liability
companies, while the registration statement identifies them as Texas limited liability
companies; please revise your registration statement and/or opinion for consistency and
accuracy.  Also, please revise the assumption in section (iii) of the second paragraph on
page 2 to limit this qualification to persons signi ng on behalf of parties other than the
companies represented by counsel.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the  disclosures they have made.

Notwithstandi ng our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated aut hority, declare the
filing effective, it does not foreclose the Commission from taking any act ion 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 and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission o r any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

Eric D. Long
USA Compression Partners, LP
March 4, 2014
Page 4

 of the fact that those requesting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to rev iew any amendment prior to the requested effective date of the
registration statement.

Please contact  Dean Brazier,  Staff Attorney , at 202.551.3485, Lilyanna Peyser , Special
Counsel, at 202.551.3222 , or me at 202.551.3720  with any other questions.

Sincer ely,

/s/ Lilyanna L. Peyser for

Mara Ransom
Assistant Director

cc: E. Ramey Layne