SecProbe.io

April 7, 2014

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

Re: USA Compression Partners, LP
Amendment No. 1 to Registration Statement on Form S-3
Filed March 19, 2014
File No. 333 -193724

Dear Mr. Long:

We have limited our review of your amended  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 your response and revised disclosure in response to comment 1 in our letter
dated March 4, 2014 that USA Compression Finance Corp., USA Compression Partners,
LLC, USAC Leasing, LLC, USAC Leasi ng 2, LLC and USAC OpCo 2, LLC are
“wholly -owned” subsidiaries of USA Compression Partners, LP.  Pursuant to Rule 3 -
10(f) of Regulation S -X, each such subsidiary must be “100% owned” by USA
Compression Partners, LP.  Please advise or revise.

2. If true, plea se supplementally confirm and revise your disclosure to clarify that, if any of
the subsidiary guarantors identified in the registration statement will guarantee the debt
issued by USA Compression Partners, LP and USA Compression Finance Corp., then all
of the subsidiary guarantors identified in the registration statement will guarantee such
debt.  In this regard we note your disclosure that “one or more” of the subsidiary

Eric D. Long
USA Compression Partners, LP
USA Compression Finance Corp.
April 7, 2014
Page 2

 guarantors may guarantee the debt, as well as the requirement of Rule 3 -10(f) that al l of a
registrant’s non -minor subsidiaries serve as guarantors.

3. We note your statement that “USA Compression Finance Corp. . . . has no material assets
or any liabilities other than as a co -issuer of debt securities.”  Please revise your
disclosure to cla rify this statement.  In this regard, we note that, because USA
Compression Finance Corp. is a non -guarantor subsidiary, it must be a “minor”
subsidiary.  Refer to Rule 3 -10(f) of Regulation S -X.

4. We note your response to comment 2 in our letter dated Marc h 4, 2014 .  Given that USA
Compression Holdings, LLC is your parent, the resale of units by USA Compression
Holdings represents a primary offering.  Please refer to Securities Act Rules Compliance
and Disclosure Interpretation 212.15.  Please revise your p rospectus to identify USA
Compression Holdings as an underwriter within the meaning of Section 2(a)(11) of the
Securities Act and to reflect that the offering by USA Compression Holdings is a primary
offering.

5. We note your response to comment 3 in our let ter dated March 4, 2014 .  Given that
Argonaut Private Equity, L.L.C. is proposing to sell common units representing 93.7% of
the public float, we believe that the resale by Argonaut represents a primary offering.
Please revise your prospectus to identify Argonaut as an underwriter within the meaning
of Section 2(a)(11) of the Securities Act and to reflect that the offering by Argonaut if a
primary offering.  Alternatively, please substantially reduce the number of shares being
offered for resale by Argonau t.

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

6. We note your response to comment 7 in our letter dated March 4, 2014.  Please revise the
assumption in (iii) of the second paragraph on page 2, as it is inappropriate to assume the
legal authority of per sons signing on behalf of 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 app licable 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.

Eric D. Long
USA Compression Partners, LP
USA Compression Finance Corp.
April 7, 2014
Page 3

 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.

Sincerely,

/s/ Mara L. R ansom

Mara Ransom
Assistant Director

cc: E. Ramey Layne