SecProbe.io

December 29, 2014

Via E -mail
Mr. Joseph C. Tusa, Jr.
Vice President, Chief Financial Officer and Treasurer
USA Compression Partners, LP
100 Congress Avenue, Suite  450
Austin, Texas  78701
Re: USA Compression Partners, LP
 Form 10-K for the Fiscal Year Ended December 31, 2013
Filed February 20, 2014
File No. 1 -35779

Dear Mr. Tusa :

We have reviewed your filing 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the reques ted
response.   If 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 filing  and the information you provide in
response to these comments, we may have additional comments.

Selected Financial Data, page 33

1. In future filings,  please present earnings per common unit and cash dividends declared
per common unit within your selected financial data.  Refer to Instruction 2 to Item 301
of Regulation S -K.

Management’s Discussion and Analysis of Financial Condition and Results of Ope rations, page
37

Financial Results of Operations, page 42

2. We note that throughout your analysis of results for 2013, you refer to increases resulting
from your acquisition of S&R.  For the ease of your readers, please quantify the impact of
this acquisit ion on each line item in your statements of operations, where material and
practicable, within your MD&A analysis of results of operations.  We believe it improves

Mr. Joseph C. Tusa, Jr.
USA Compression Partners, LP
 December 29, 2014
 Page 2

 investor understanding of the relative magnitude of each underlying factor that drove
change s in your results of operations if the impact of each significant underlying factor is
quantified in a single location within your filing.  Additionally, as it appears that the
majority of the increase in your contract operations revenue resulted from orga nic
growth, please revise future filings to better explain why customer demand increased
during 2013 so that investors can better assess the extent to which past results are
indicative of future results.

Liquidity and Capital Resources, page 45

Net Cash Provided by Operating Activities, page 45

3. We note that your trade accounts receivable increased disproportionately when compared
to the increase in your revenues.  Please tell us why your trade accounts receivable
increased from approximately 7% of annual  revenues at December 31, 2012 to
approximately 13% of annual revenues at December 31, 2013, including clarifying
whether you changed the terms of your trade accounts receivable or whether this is due to
a change in the mix of services provided between ser vices that are billed in advance of or
after the services are rendered.  Also tell us how you considered specifically discussing
this item in your analysis of liquidity given the materiality of this increase in trade
accounts receivable to your results and  operating cash flows.

Capital Expenditures, page 46

4. We note that you discussed your 2014 capital expenditures in your fourth quarter 2013
earnings call in response to an analyst question.  In future filings, please disclose your
capital expenditure projectio ns for the following year so that an investor is aware of this
anticipated  significant cash outlay in the following year.  Also, please expand your
disclosure to provide management’s insight into any trends or significant fluctuations for
each type of capital expenditure .  Refer to Item 303(a) of Regulation S -K.  In your
response, please show us what your disclosure would have looked like had such
disclosures been provided in your current Form 10 -K.

5. Please disclose in future filings whether you incurred any capital expenditures that had an
element o f both expansion capital expenditures and maintenance  capital expenditures ,
such as  expenditure s that both maintained operating capacity and increased operating
income or cash flow.  If so, please revise your disclosure to  quant ify the portion allocated
to expansion  capital expenditures for each of the periods presented.  Please also disclose
whether you classify capital expenditures as maintenance or expansion by individual
assets, by project, or based on some other asset grouping.  In your response, please show
us what your disclosure would have looked like had such disclosures been provided in
your current Form 10 -K.

Mr. Joseph C. Tusa, Jr.
USA Compression Partners, LP
 December 29, 2014
 Page 3

 Consolidated Financial Statements, page F -1

Consolidated Statements of Cash Flows, page F -5

6. In future filings, please disclose information relating to your noncash investing and
financing activities  either at the bottom of your statement of cash flows or in your
footnotes.  We note on page F -16 that  certain limited partners elected to receive
distributions  in the form of additional common units, which appears to constitute a
noncash financing activity.  Refer to ASC 230 -10-50-3 through 50 -6.

Notes to Consolidated Financial Statements, page F -6

(3) Acquisition, page F -9

7. We note your disclosure that the S &R Acquisition “had an effective date (from a
standpoint of revenues and selected costs) of June 30, 2013. ”  We further note your
disclosure that the S&R Acquisition “was not included in [your] consolidated results until
the closing date of August 30, 2013 .”  Please confirm our assumption, if true, that the
reference to S&R’s revenues and costs as of June 30, 2013 solely relates to your
calculation of purchase price adjustments and is not intended to convey that you included
any revenues or costs of S&R wit hin your consolidated financial statements prior to
August 30, 2013.  Please revise future filings to clarify this matter to your investors.

(6) Partner’s Capital, page F -15

Earnings Per Common and Subordinated Unit, page F -17

8. We note on page F -18 tha t your vested phantom units issued in connection with your
long-term incentive plan participates in dividends through a distribution equivalent right
(“DER”).  Please tell us and disclose in future filings how your DERs were considered
when presenting earn ing per share on the two -class method.  Refer to ASC 260.

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 Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny 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.

Mr. Joseph C. Tusa, Jr.
USA Compression Partners, LP
 December 29, 2014
 Page 4

  In responding to our comments, please provide a written statement from t he company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

You may contact Yong Kim, Staff Accountant at (202) 551 -3323 or me at (202) 551 -
3737  if you have questions regarding our comments or any other questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief