SecProbe.io

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 CORRESP

 April 22, 2026
 VIA EDGAR Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549-4628 Attention: Timothy S. Levenberg

 Re:
 USA Compression Partners, LP
 Registration Statement on Form S-3
 Filed April 10, 2026 File No. 333-294992 Dear Mr. Levenberg:
 Pursuant to Rule 461 under the Securities Act of 1933, as amended, USA Compression Partners, LP (the “ Company ”), hereby requests that
the effective date of the Company’s Registration Statement on Form S-3, Registration Number 333-294992 (the “ Registration Statement ”) be
accelerated so that the Company’s Registration Statement will become effective at 4:00 P.M., Washington, D.C. time, on April 24, 2026, or as soon thereafter as practicable or at such later time as the Company or its counsel may orally
request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission. We would appreciate it if,
as soon as the Registration Statement is declared effective, you would so inform George J. Vlahakos of Sidley Austin LLP at (713) 495-4522.

 Very truly yours,

 /s/ Christopher W. Porter

 Christopher W. Porter

 Senior Vice President, General Counsel and Secretary
 cc: George J. Vlahakos, Sidley Austin LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 20, 2026

M. Clint Green
President and Chief Executive Officer
USA Compression Partners, LP
8115 Preston Road, Suite 700
Dallas, Texas 75225

 Re: USA Compression Partners, LP
 Registration Statement on Form S-3
 Filed April 10, 2026
 File No. 333-294992
Dear M. Clint Green:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Timothy S. Levenberg at 202-551-3707 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: George J. Vlahakos, Esq., of Sidley Austin LLP
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
August 19, 2020
Matthew C. Liuzzi
Vice President, Chief Financial Officer and Treasurer
USA Compression Partners, LP
111 Congress Avenue
Suite 2400
Austin, TX 78701
Re:USA Compression Partners, LP
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed February 18, 2020
File No. 001-35779
Dear Mr. Liuzzi:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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CORRESP

 August 4, 2020

VIA EDGAR

 Division of Corporation Finance

 Office of Energy & Transportation

 U.S. Securities
and Exchange Commission

 100 F. Street, N.E.

 Washington,
D.C. 20549

Re:
 USA Compression Partners, LP

Form 10-K for the Fiscal Year Ended December 31, 2019

Filed February 18, 2020

File No. 001-35779

Ladies and Gentlemen:

 Set forth below is the
response of USA Compression Partners, LP (the “Partnership”) to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the
“SEC”) by letter dated July 22, 2020 (the “Comment Letter”), with respect to the Partnership’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2019.

 For the convenience of the Staff’s review, the Partnership has set forth below the comment contained in the
Comment Letter, followed by the Partnership’s response. The numbered paragraph below corresponds to the numbered comment in the Comment Letter.

Form 10-K for the Fiscal Year Ended December 31, 2019

Item 6. Selected Financial Data

Non-GAAP Financial Measures, page 38

1.
 We note your presentation of the non-GAAP measure gross operating margin. Please present a reconciliation
for this non-GAAP measure in accordance with Item 10(e)(1)(i)(B) of Regulation S-K. In doing so, reconcile this measure to the most directly comparable GAAP measure of gross margin. If you do not believe gross
margin that includes depreciation and amortization is the most directly comparable GAAP measure, please tell us why in your response.

Response

 The Partnership
respectfully acknowledges the Staff’s comment. In response to the Staff’s comment, the Partnership has included a reconciliation of the non-GAAP measure Adjusted gross margin (previously presented as gross operating margin) to gross margin
calculated in accordance with GAAP in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 (the “2Q Form 10-Q”)
filed on even date herewith. Please see page 32 of the 2Q Form 10-Q for the reconciliation, which the Partnership will include in its future filings.

 U.S. Securities and Exchange Commission

August 4, 2020

  Page
 2

 If you have any questions regarding the response to the comment of the Staff, or require
additional information, please contact the undersigned at 512-369-1624 or mliuzzi@usacompression.com.

Very truly yours,

USA Compression Partners, LP

By:

 USA Compression GP, LLC,

 its general
partner

By:

 /s/ Matthew C. Liuzzi

 Matthew C. Liuzzi

 Vice President, Chief
Financial Officer and Treasurer

 2

United States securities and exchange commission logo
July 22, 2020
Matthew C. Liuzzi
Vice President, Chief Financial Officer and Treasurer
USA Compression Partners, LP
111 Congress Avenue
Suite 2400
Austin, TX 78701
Re:USA Compression Partners, LP
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed February 18, 2020
File No. 001-35779
Dear Mr. Liuzzi:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2019
Item 6. Selected Financial Data
Non-GAAP Financial Measures, page 38
1.We note your presentation of the non-GAAP measure gross operating margin. Please
present a reconciliation for this non-GAAP measure in accordance with Item
10(e)(1)(i)(B) of Regulation S-K. In doing so, reconcile this measures to the most directly
comparable GAAP measure of gross margin. If you do not believe gross margin that
includes depreciation and amortization is the most directly comparable GAAP measure,
please tell us why in your response.

 FirstName LastNameMatthew C. Liuzzi
 Comapany NameUSA Compression Partners, LP
 July 22, 2020 Page 2
 FirstName LastName
Matthew C. Liuzzi
USA Compression Partners, LP
July 22, 2020
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Yong Kim, Staff Accountant, at (202) 551-3323 or Gus Rodriguez,
Accounting Branch Chief, at (202) 551-3752 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

November 14, 2019
Christopher W. Porter
Vice President, General Counsel & Secretary
USA Compression Partners, LP
100 Congress Avenue, Suite 450
Austin, Texas 78701
Re:USA Compression Partners, LP
Registration Statement on Form S-4
Filed November 6, 2019
File No. 333-234540
Dear Mr. Porter:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kevin Dougherty at (202) 551-3271 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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CORRESP

 November 14, 2019

Via EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-3561

Re:
 USA Compression Partners, LP

Registration Statement on Form S-4

File No. 333-234540

Ladies and Gentlemen:

 On behalf of USA
Compression Partners, LP, and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-4 be accelerated to 4:00 p.m., Washington, D.C. time, on November 18, 2019, or as soon as practicable thereafter.

Thank you for your assistance with this matter.

Very truly yours,

USA COMPRESSION PARTNERS, LP

By:

 USA Compression GP, LLC,

 its general
partner

By:

/s/ Christopher W. Porter

Name:

Christopher W. Porter

Title:

 Vice President, General Counsel and

Secretary

 Enclosures

cc:
 E. Ramey Layne, Vinson & Elkins L.L.P.

CORRESP
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CORRESP

 November 14, 2019

Securities and Exchange Commission

 100 F Street NE

Washington, D.C. 20549

 Division of Corporation Finance

Re:
 USA Compression Partners, LP

Registration Statement on Form S-4

Filed November 6, 2019 File No. 333-234540

Ladies and Gentlemen:

 This letter supplements
the Registration Statement on Form S-4 (as referenced above and as amended, the “Registration Statement”) of USA Compression Partners, LP and USA Compression Finance Corp. (collectively, the
“Registrants”) and the subsidiary guarantors named therein with respect to an offer to exchange (the “Exchange Offer”) the Registrants’ 6.875% Senior Notes due 2027 (the “Outstanding Notes”), which were originally
issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), for new notes with terms materially identical to the Outstanding Notes but whose issuance has been
registered under the Securities Act (the “Exchange Notes”), and, therefore, will not be subject to the transfer restrictions applicable to the Outstanding Notes. In connection with the Registration Statement, the Registrants hereby confirm
and represent as follows:

 1. The Registrants are registering the Exchange Offer in reliance on the Staff’s position and
representations set forth in Shearman & Sterling, SEC No-Action Letter (available July 2, 1993), Morgan Stanley & Co., Inc., SEC No-Action Letter
(available June 5, 1991), and Exxon Capital Holdings Corp., SEC No-Action Letter (available May 13, 1988) (together, the “No-Action Letters”) and
Question 125.13 of the Staff’s Securities Act Forms Compliance and Disclosure Interpretations.

 2. The Registrants have not entered
into any arrangement or understanding with any person who will receive Exchange Notes in the Exchange Offer to distribute those Exchange Notes following completion of the Exchange Offer. The Registrants are not aware of any person that will
participate in the Exchange Offer with a view to distribute the Exchange Notes. In this regard, the Registrants will make each person participating in the Exchange Offer aware (through the prospectus or a letter of transmittal) that, if such person
is tendering Outstanding Notes in the Exchange Offer with the intention of participating in any manner in a distribution of the Exchange Notes, such person (i) cannot rely on the Staff position enunciated in the
No-Action Letters or interpretative letters to similar effect and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act, in connection with a secondary resale
transaction, and be identified as an underwriter in the prospectus.

 3. The Registrants will include in the letter of transmittal an
acknowledgement to be executed by each person participating in the Exchange Offer that such person does not intend to engage in a distribution of the Exchange Notes. In addition, the Registrants will include in the letter of transmittal an
acknowledgement for each person that is a broker-dealer holding Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities that such broker-dealer will satisfy any prospectus delivery
requirements in connection with any resale of Exchange Notes received in respect of such Outstanding Notes pursuant to the Exchange Offer. The letter of transmittal also will include a statement to the effect that by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

 If any additional supplemental information is required by the Staff, please contact the
undersigned at (512) 369-1641 or E. Ramey Layne of Vinson & Elkins L.L.P. at (713) 758-4629.

Very truly yours,

USA COMPRESSION PARTNERS, LP

By:

 USA Compression GP, LLC,

 its
general partner

By:

/s/ Christopher W. Porter

Name:

Christopher W. Porter

Title:

 Vice President, General Counsel and

Secretary

USA COMPRESSION FINANCE CORP.

By:

/s/ Christopher W. Porter

Name:

Christopher W. Porter

Title:

Vice President, General Counsel and

Secretary

CORRESP
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December 3, 2018

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-3561

Re:                             USA Compression Partners, LP

Registration Statement on Form S-3
 File No. 333-228361

Ladies and Gentlemen:

On behalf of USA Compression Partners, LP, and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-3 be accelerated to 4:00 p.m., Washington, D.C. time, on December 6, 2018, or as soon as practicable thereafter.

Thank you for your assistance with this matter.

Very   truly yours,

USA COMPRESSION   PARTNERS, LP

By:

USA   Compression GP, LLC,

its   general partner

By:

/s/   Christopher W. Porter

Name:

Christopher   W. Porter

Title:

Vice   President, General Counsel and Secretary

Enclosures

cc:

E. Ramey   Layne, Vinson & Elkins L.L.P.

CORRESP
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December 3, 2018

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Re:                             USA Compression Partners, LP

Registration Statement on Form S-4
 File No. 333-228360

Ladies and Gentlemen:

On behalf of USA Compression Partners, LP, and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-4 be accelerated to 4:00 p.m., Washington, D.C. time, on December 6, 2018, or as soon as practicable thereafter.

Thank you for your assistance with this matter.

Very   truly yours,

USA COMPRESSION   PARTNERS, LP

By:

USA   Compression GP, LLC,

its   general partner

By:

/s/   Christopher W. Porter

Name:

Christopher   W. Porter

Title:

Vice   President, General Counsel and Secretary

Enclosures

cc:                                E. Ramey Layne, Vinson & Elkins L.L.P.

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December 3, 2018

Securities and Exchange Commission

100 F Street NE

Washington, D.C.  20549

Division of Corporation Finance

Re:                             USA Compression Partners, LP

Registration Statement on Form S-4
 Filed November 13, 2018 File No. 333-228360

Ladies and Gentlemen:

This letter supplements the Registration Statement on Form S-4 (as referenced above and as amended, the “Registration Statement”) of USA Compression Partners, LP and USA Compression Finance Corp. (collectively, the “Registrants”) and the subsidiary guarantors named therein with respect to an offer to exchange (the “Exchange Offer”) the Registrants’ 6.875% Senior Notes due 2026 (the “Outstanding Notes”), which were originally issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), for new notes with terms materially identical to the Outstanding Notes but whose issuance has been registered under the Securities Act (the “Exchange Notes”), and, therefore, will not be subject to the transfer restrictions applicable to the Outstanding Notes. In connection with the Registration Statement, the Registrants hereby confirm and represent as follows:

1.                                      The Registrants are registering the Exchange Offer in reliance on the Staff’s position and representations set forth in Shearman & Sterling, SEC No-Action Letter (available July 2, 1993), Morgan Stanley & Co., Inc., SEC No-Action Letter (available June 5, 1991), and Exxon Capital Holdings Corp., SEC No-Action Letter (available May 13, 1988) (together, the “No-Action Letters”) and Question 125.13 of the Staff’s Securities Act Forms Compliance and Disclosure Interpretations.

2.                                      The Registrants have not entered into any arrangement or understanding with any person who will receive Exchange Notes in the Exchange Offer to distribute those Exchange Notes following completion of the Exchange Offer. The Registrants are not aware of any person that will participate in the Exchange Offer with a view to distribute the Exchange Notes. In this regard, the Registrants will make each person participating in the Exchange Offer aware (through the prospectus or a letter of transmittal) that, if such person is tendering Outstanding Notes in the Exchange Offer with the intention of participating in any manner in a distribution of the Exchange Notes, such person (i) cannot rely on the Staff position enunciated in the No-Action Letters or interpretative letters to similar effect and (ii) must comply with the registration and

prospectus delivery requirements of the Securities Act, in connection with a secondary resale transaction, and be identified as an underwriter in the prospectus.

3.                                      The Registrants will include in the letter of transmittal an acknowledgement to be executed by each person participating in the Exchange Offer that such person does not intend to engage in a distribution of the Exchange Notes. In addition, the Registrants will include in the letter of transmittal an acknowledgement for each person that is a broker-dealer holding Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities that such broker-dealer will satisfy any prospectus delivery requirements in connection with any resale of Exchange Notes received in respect of such Outstanding Notes pursuant to the Exchange Offer. The letter of transmittal also will include a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

If any additional supplemental information is required by the Staff, please contact the undersigned at (512) 369-1641 or E. Ramey Layne of Vinson & Elkins L.L.P. at (713) 758-4629.

Very truly yours,

USA COMPRESSION PARTNERS, LP

By:

USA Compression GP, LLC,

its general partner

By:

/s/ Christopher W. Porter

Name:

Christopher W. Porter

Title:

Vice President, General Counsel and

Secretary

USA COMPRESSION FINANCE CORP.

By:

/s/ Christopher W. Porter

Name:

Christopher W. Porter

Title:

Vice President, General Counsel and

Secretary

November 19, 2018
Eric Long
President and Chief Executive Officer
USA Compression Partners, LP
100 Congress Avenue, Suite 450
Austin, Texas 78701
Re:USA Compression Partners, LP
Registration Statement on Form S-4
Filed November 13, 2018
File No. 333-228360
Dear Mr. Long:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Scott Anderegg, Staff Attorney at 202-551-3342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Consumer Products

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May 9, 2017

Via EDGAR

H. Roger Schwall

Assistant Director

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-3561

Re:                             USA Compression Partners, LP

Registration Statement on Form S-3
 File No. 333-217391

Ladies and Gentlemen:

On behalf of USA Compression Partners, LP (the “Partnership”), and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-3 be accelerated to 2:00 p.m., Washington, D.C. time, on May 12, 2017, or as soon as practicable thereafter. As requested by the staff (“Staff”) of the Securities and Exchange Commission (the “Commission”), the Partnership hereby acknowledges that:

·                  should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action 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 Partnership from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                  the Partnership may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Thank you for your assistance with this matter.

Securities and Exchange Commission

May 9, 2017

Page 2

Very   truly yours,

USA COMPRESSION   PARTNERS, LP

By:

/s/ Christopher   W. Porter

Name:

Christopher   W. Porter

Title:

Vice   President, General Counsel and Secretary

Enclosures

cc:                                E. Ramey Layne, Vinson & Elkins L.L.P.

Mail Stop 3561
July 14, 2016

Matthew C. Liuzzi
Vice President, Chief Financial Officer and Treasurer
USA Compression Partners, LP
100 Congress Avenue, Suite 450
Austin, TX 78701

Re:  USA Compression Partners, LP
 Form 10 -K for the Fiscal Year Ended December 31, 2015
Filed February 11, 2016
File No. 001 -35779

Dear Mr. Liuzzi :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in  response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include the
information the Securities Exchange Act of 1934 and all applicable ru les require.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

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July 12, 2016

Ms. Jennifer Thompson

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-3561

Re:        USA Compression Partners, LP

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed February 11, 2016

Response dated June 16, 2016

Form 10-Q for the Fiscal Quarter Ended March 31, 2016

Filed May 5, 2016

File No. 001-35779

Ladies and Gentlemen:

Set forth below are the responses of USA Compression Partners, LP (the “Partnership,” “we,” “us” or “our”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated June 27, 2016, with respect to (i) the Partnership’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2015, File No. 001-35779, filed with the Commission on February 11, 2016 (our “2015 Form 10-K”), and (ii) the Partnership’s Quarterly Report for the Fiscal Quarter Ended March 31, 2016, File No. 001-35779, filed with the Commission on May 5, 2016 (our “Form 10-Q”).

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.

Form 10-K for the Fiscal Year Ended December 31, 2015

Management’s Discussion and Analysis of Financial Condition and Results of Operations

General Trends and Outlook, page 45

1. We note your response to comment 2 indicating that certain of your top ten customers have credit ratings below investment grade. Please tell us what percentage of revenue was attributable to these customers for the year ended December 31, 2015. If the amount was material, please consider disclosing, in an appropriate location in your filing, the number of top 10 customers with below investment grade credit ratings and the percentage of revenue that you generated from them to provide your investors with greater insight into the potential risks to and variability of your earnings and cash flows.  We will not object if you also want to disclose, if true, that you have not experienced any significant increase in bad debts, seen any trends of worsening credit ratings, or provide other information that would give additional context to your disclosure about the credit ratings of your largest customers.

Securities and Exchange Commission

July 12, 2016

Page 2

RESPONSE:         We acknowledge the Staff’s comment.  Our top ten customers for the year ended December 31, 2015 represented 45% of our revenue.  6.3% of our revenue for the year ended December 31, 2015 was attributable to those top ten customers who also had a below investment grade credit rating.  As noted in our prior response, we take into consideration multiple factors in monitoring our customers.  Of these factors, we believe a customer’s credit rating is one of the less meaningful metrics used internally in determining the allowance for doubtful accounts and that providing additional disclosure regarding the credit ratings of our customers would provide undue prominence to an immaterial factor and be misleading when providing disclosure based on management’s true assessment of the risk posed by customers with a below investment grade rating on our earnings and cash flows.  As noted in our prior response, our earnings and cash flows have not been materially impacted by any inability to collect our receivables on a timely basis.  Given our historical experience and the fact that we take into consideration many factors as discussed in our prior response, including our customers’ credit ratings, in determining our allowance for doubtful accounts, we do not believe disclosing the credit ratings of our customers, or suggesting that it is a primary factor in determining the ultimate timing and collection of receivables from our customers, is appropriate or provides useful information to our unitholders.  Although we acknowledge the Staff’s comment, including the ability to provide additional context to the requested disclosure, we reaffirm our prior response and will continue to monitor and evaluate all of the factors mentioned in our prior response in assessing the risk presented by customers in our top ten with below investment grade credit ratings to our earnings and cash flows.  To the extent the evaluation of all the factors indicate that such customers pose a material risk on our earnings and cash flows, we hereby undertake to disclose additional information to our investors, including information with respect to the portion of our top ten customers with below investment grade ratings and percentage of revenue generated thereby, if material, to provide greater insight into the potential risks to and variability of our earnings and cash flows.

Form 10-Q for the Fiscal Quarter Ended March 31, 2016

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Operating Highlights, page 15

2.   We have reviewed your response to comment 9. If the trend of declining utilization of your fleet continues, we believe it would be useful to your investors if you disclosed more information about this ongoing trend and the significant factors contributing to it.  Please consider disclosing in either tabular or narrative form something akin to the table provided in your response, along with any discussion of underlying factors needed to understand the changes that are occurring such as your comments on the increase in idle horsepower under repair that occurred in the first quarter of 2016.

Securities and Exchange Commission

July 12, 2016

Page 3

RESPONSE:         We acknowledge the Staff’s comment. If a material trend of changing utilization continues or occurs in the future, we hereby undertake to provide additional information regarding the trend, including the significant factors contributing to it, in future filings with the Commission when discussing the operating highlights included in Management’s Discussion and Analysis of Financial Condition and Results of Operations.

In regards to the metric of average horsepower utilization based on revenue generating horsepower and fleet horsepower, if a material trend of changing utilization continues or occurs in the future, we undertake to also provide additional information regarding the trend in the footnote to the table included in our operating highlights section in Management’s Discussion and Analysis of Financial Condition and Results of Operations, including a discussion of underlying factors needed to understand the changes that are occurring.

*                                         *                                         *                                         *                                         *

As requested in your comment letter, we hereby acknowledge that:

·                  we are 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

·                  we 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.

Should you have any questions with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact E. Ramey Layne of Vinson & Elkins L.L.P. at (713) 758-4629.

Very   truly yours,

USA   COMPRESSION PARTNERS, LP

BY:    USA Compression GP, LLC

By:

/s/Matthew   C. Liuzzi

Name:

Matthew   C. Liuzzi

Title:

Vice   President, Chief Financial Officer and Treasurer

cc:                                Melissa Blume, Securities and Exchange Commission

J. Gregory Holloway, USA Compression Partners, LP

Christopher W. Porter, USA Compression Partners, LP

E. Ramey Layne, Vinson & Elkins L.L.P.

Milam F. Newby, Vinson & Elkins L.L.P.

Mail Stop 3561
June 27 , 2016

Matthew C. Liuzzi
Vice President, Chief Financial Officer and Treasurer
USA Compression Partners, LP
100 Congress Avenue, Suite 450
Austin, TX 78701

Re:  USA Compression Partners, LP
 Form 10 -K for the Fiscal Year Ended December 31, 2015
Filed February 11, 2016
Response dated June 16 , 2016
Form 10 -Q for the Fiscal Quarter Ended March 31, 2016
Filed May 5, 2016
File No. 001 -35779

Dear Mr. Liuzzi:

We have reviewed  your June 16 , 2016  response to our comment  letter  and have the
following comment s.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your respons e to these comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our May 18 ,
2016  letter.

Form 10 -K for the Fiscal Year Ended December 31, 2015

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

General Trends and Outlook, page 45

1. We note your response to comment 2 indicating that certain of your top ten customers
have credit ratings below investment grade.  Please tell us what percentage of revenue
was attributable to these customers for the year ended December 31, 2015.  If the amount
was material, please consider disclosing, in an appropriate location in your filing, the
number of top 10 customers with below investment grade credit ratings and the

Matthew C. Liuzzi
USA Compression Partners, LP
June 27 , 2016
Page 2

 percentage of revenue that you generated from them to provide your investors with
greater insight into the potential risks to and variability of your earnings and cash flows.
We will not object if you also want to disclose, if true, that you have not experi enced any
significant increase in bad debts, seen any trends of worsening credit ratings, or provide
other information that would give additional context to your disclosure about the credit
ratings of your largest customers.

Form 10 -Q for the Fiscal Quarter Ended March 31, 2016

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Operating Highlights, page 15

2. We have reviewed your response to comment 9.  If the trend of declining utilization of
your fleet continues,  we believe it would be useful to your investors if you disclosed
more information about this ongoing trend and the significant factors contributing to it .
Please consider disclosing in either tabular or narrative form something akin to the table
provided in your response, al ong with any discussion of underlying factors needed to
understand the changes that are occurring such as your comments on the increase in idle
horsepower under repair that occurred in the first quarter of 2016.

You may contact Melissa Blume, Staff Accountant at (202) 551 -7128 or me at (202) 551 -
3737 if you have questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Co nsumer Products

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June 16, 2016

Ms. Jennifer Thompson

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-3561

Re:                       USA Compression Partners, LP

Form 10-K for the Fiscal Year Ended December 31, 2015

Response dated May 5, 2016

Form 8-K

Filed May 5, 2016

Form 10-Q for the Fiscal Quarter Ended March 31, 2016

Filed May 5, 2016

File No. 001-35779

Ladies and Gentlemen:

Set forth below are the responses of USA Compression Partners, LP (the “Partnership,” “we,” “us” or “our”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated May 18, 2016, with respect to (i) the Partnership’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2015, File No. 001-35779, filed with the Commission on February 11, 2016 (our “2015 Form 10-K”), (ii) the Partnership’s Current Report on Form 8-K, File No. 001-35779, filed with the Commission on May 5, 2016 and (iii) the Partnership’s Quarterly Report for the Fiscal Quarter Ended March 31, 2016, File No. 001-35779, filed with the Commission on May 5, 2016 (our “Form 10-Q”).

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.

Form 10-K for the Fiscal Year Ended December 31, 2015

Management’s Discussion and Analysis of Financial Condition and Results of Operations

General Trends and Outlook, page 45

1.        Your response to comment 1 indicates that your compression fleet can be quickly and cost-effectively modified and moved between shale plays and disclosure of your horsepower by shale or region would not provide meaningful information to your investors. To assist us in better understanding your response, please tell us how

Securities and Exchange Commission

June 16, 2016

Page 2

frequently you move your equipment between shale plays. Please also tell us the average time and costs associated with redesigning and deploying such equipment during the year ended December 31, 2015, or during the most recent year in which you moved equipment between shale plays.

RESPONSE:                            We acknowledge the Staff’s comment.  As noted in our prior response, our equipment is designed to be quickly and cost-effectively modified and moved between shale plays.  During the year ended December 31, 2015, we moved 485 units to new locations, excluding units that moved within the same shale play or basin.  We typically store our equipment at our two primary equipment yards, located in Pennsylvania for the northeast shale plays and in Oklahoma for the other shale plays in which we operate.  During the year ended December 31, 2015, we did not move any units between our Oklahoma and Pennsylvania yards, excluding new units moving from our fabricators to the Pennsylvania yard to begin initial service, and we have very rarely in our operating history moved our equipment between our primary yards.  The rarity of moves between Oklahoma and Pennsylvania is primarily due to: (i) adequate inventory in each yard to meet customers’ demands in the respective operative region and (ii) continued compression needs from existing natural gas production, even in a reduced commodity price environment.

Whether modifications are necessary for a specific compression unit that is moved between locations depends on the difference in operating conditions between locations and not whether the moves are between shale plays.  In most cases, when a unit has been moved within the same region, even if between shale plays, no significant modifications have been required to operate the unit in the new location because operating conditions have been similar enough between the locations.  When, instead, modifications are necessary to allow the compression unit to operate in different operating conditions, the gross cost to do so is typically a maximum of $50,000 to $70,000 per compression unit, which is less than 6% of our most common compression unit’s initial cost, and the modification typically takes approximately 3-5 days when parts are readily available from our inventory.  During the year ended December 31, 2015, we incurred this level of modification costs on only 31 of the 485 compression units moved to a new location.

In regards to transportation cost, our customers contractually incur the cost associated with moving the unit between our equipment yard and the location where they require compression, but we would typically pay to move units between our Oklahoma and Pennsylvania yards.  Although we have not moved any units between our Oklahoma and Pennsylvania yards during the year ended December 31, 2015, we estimate the cost we would incur to do so would be approximately $85,000 and the relocation would take approximately 4-5 days.  The typical relocation time between our customer’s locations and our nearest primary yard is approximately 2-3 days (not including time connecting the unit to the existing infrastructure at the new location, which can vary depending on multiple factors, but on average can take an additional 4 days).

Securities and Exchange Commission

June 16, 2016

Page 3

2.        Your response to the first bullet point of comment 2 describes various ways in which you monitor your customers’ credit quality. Please consider revising your critical accounting policy addressing your allowance for doubtful accounts to explain in more detail the estimates and judgments you make about your customers’ ability to pay and any trends you have observed in your customers’ credit quality rather than simply stating that you make estimates and judgments and that you evaluate your customers’ financial strength. Additionally, since it appears from your response that you monitor your customers’ credit ratings, please tell us whether any of your largest customers have credit ratings below investment grade, and tell us how you considered disclosing this information as part of providing investors with insight into the potential risks to and variability of your earnings and cash flows.

RESPONSE:                            We acknowledge the Staff’s comment. In response to the Staff’s comment, we hereby undertake to modify our critical accounting policy disclosure in future Form 10-K filings and our trade accounts receivable footnote in future Form 10-Q filings with the Commission in order to provide additional details regarding the factors considered when making estimates and judgments regarding our allowance for doubtful accounts as well as the trends we are experiencing in customers credit quality.  As an example of this additional disclosure, please see the bold, underlined text below to be added to our trade accounts receivable footnote in future filings:

“Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts, which was $1.3 million and $2.1 million at March 31, 2016 and December 31, 2015, respectively, is the Partnership’s best estimate of the amount of probable credit losses included in the Partnership’s existing accounts receivable. The Partnership determines the allowance based upon historical write-off experience and specific customer circumstances. The determination of the allowance for doubtful accounts requires us to make estimates and judgments regarding our customers’ ability to pay amounts due.  On an ongoing basis, we conduct an evaluation of the financial strength of our customers based on payment history, the overall business climate in which our customers operate and specific identification of customer bad debt and make adjustments to the allowance as necessary.  Our evaluation of our customers’ financial strength is based on the aging of their respective receivables balance, customer correspondence, financial information and third-party credit ratings.  Our evaluation of the business climate in which our customers operate is based on review of various publicly-available materials regarding our customers’ industries, including specifics regarding the solvency of various companies in the industry.  Although the Partnership has not yet experienced an increase in actual write-offs, the aforementioned factors reviewed by the Partnership led to an increase in the allowance for doubtful accounts during the twelve months ended December 31, 2015.   During the three months ended March 31, 2016, the Partnership decreased its allowance for doubtful accounts by $0.8 million.  This was due in part to collections on accounts that had previously been reserved due to bankruptcy or significantly delinquent balances. The Partnership does not have any off-balance-sheet credit exposure related to its customers. Although the overall energy industry continues to be volatile, it is not certain that the factors leading to an increase in the allowance for doubtful accounts during 2015 will continue in 2016.”

Securities and Exchange Commission

June 16, 2016

Page 4

As noted by the Staff, we monitor our customers’ credit ratings as only a part of our determination of the allowance for doubtful accounts.  We respectfully note that a change in a customer’s credit rating will not directly impact the allowance for doubtful accounts.  Rather, the rating is one of multiple factors considered in determining the adequacy of the allowance for doubtful accounts.  We have, and historically have had, customers with a credit rating below investment grade.  Our top ten customers for the year ended December 31, 2015 represented 45% of our revenue.  Two of these ten customers had a credit rating below investment grade, one customer did not have a credit rating and one customer consisting of multiple entities considered a “single customer” under Item 101(c)(1)(vii) of Regulation S-K had 89% of its revenue attributable to entities with no credit rating and 11% of its revenue attributable to an entity with a rating below investment grade.  We respectfully note that we have provided the following disclosure under the risk factor “The deterioration of the financial condition of our customers could adversely affect our business” on page 16 of our 2015 Form 10-K:

“…In addition, in the course of our business we hold accounts receivable from our customers.  In the event that any such customer was to enter into bankruptcy, we could lose all or a portion of such outstanding accounts receivable associated with that customer.  Further, if a customer was to enter into bankruptcy, it could also result in the cancellation of all or a portion of our service contracts with such customer at significant expense to us.”

We respectfully believe that additional disclosure of the potential risk noted by the Staff in addition to what we have provided in the above risk factor would place undue prominence on the risk when balanced against the materiality thereof, and therefore the meaningfulness, of the information.  Our belief is based on our historical experience that our earnings and cash flows have yet to be materially impacted by any inability to collect our receivables on a timely basis as well as the fact we take into consideration our customers’ credit ratings in determining our allowance for doubtful accounts, which helps quantify the credit risk associated with our customers.  We will continue to monitor our customers’ ability to pay closely and hereby undertake to disclose additional information, when material, regarding such ability as it relates to the impact on our earnings and cash flows.

3.        We note your response to the second bullet point of comment 2. Given your risk factor disclosures about the possible impact of contract renegotiations, we believe you should clearly disclose in future filings, if true, that these negotiations did not have a material impact on your results of operations. We believe clarifying the impact of these contract negotiations provides important information to your investors.

RESPONSE:                            We acknowledge the Staff’s comment.  In response to the Staff’s comment, we hereby undertake to provide the following bold, underlined text in future filings with the commission:

“Contract operations revenue.  During 2015, we experienced an increase in demand for our compression services driven by an increase in overall natural gas production in the U.S., resulting in a 17.3% increase in average revenue generating horsepower and a $46.5 million increase in our contract operations revenue.  Average revenue per revenue generating horsepower per month increased from $15.57 for the year ended December 31, 2014 to $15.90 for the year ended

Securities and Exchange Commission

June 16, 2016

Page 5

December 31, 2015, an increase of 2.1%, attributable, in part, to growth in the small horsepower fleet, which earns higher revenue per horsepower, in addition to improved pricing in the large horsepower fleet.  Because the demand for our services is driven primarily by production of natural gas, we focus our activities in areas of attractive growth, which are generally found in certain shale and unconventional resource plays, as discussed above under the heading “Overview.”  Our contract operations revenue was not materially impacted by any renegotiations of our contracts during the period with our customers.”

4.        We note your response to the third bullet point of comment 2. Please tell us how the service rates for your month-to-month contracts differed from the service rates for contracts in their primary term during 2015, including whether they were generally above or below the rates for contracts in their primary term. In future filings, please disclose this information for the periods presented, including if applicable making an affirmative statement that rates for month-to-month contracts did not significantly differ from rates for contracts in their primary term. Given that a significant percentage of your contracts are operating on a month-to-month basis and the increased ability of these customers to renegotiate pricing or terminate service as compared to customers with contracts in their primary term, we believe that explaining in more detail the impact of month-to-month contracts on your results and any factors that cause these contracts to have significantly different impacts on your consolidated results and cash flows as compared to contracts in their primary term provides important information to your investors.

RESPONSE:                            We acknowledge the Staff’s comment.  As we previously noted, the service rates for our contracts in the extended “month-to-month” term are simply an extension of the same service rates from the primary term of the contract in a vast majority of cases.  In the aggregate, our service rates for our contracts in the extended “month-to-month” term did not materially differ from our contracts in the primary term.  For the fiscal year ended December 31, 2015, the average service rate for our contracts in the extended “month-to-month” term was $16.17/hp and our average service rate for our contracts in the primary term was $15.74/hp.  As noted on pages 47 and 49 of our 2015 Form 10-K, the average service rate for all of our contracts was $15.90/hp.  We do not believe that the difference in service rates from our contracts in primary term compared to the extended term will result in any material impact on our consolidated results and cash flows separate from the average service rate for all contracts already disclosed.  In response to the Staff’s comment, we hereby undertake to add the following bold, underlined text in future filings with the Commission:

“Contract operations revenue.  During 2015, we experienced an increase in demand for our compression services driven by an increase in overall natural gas production in the U.S.,

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May 26, 2016

Ms. Jennifer Thompson

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-3561

Re:                             USA Compression Partners, LP

Form 10-K for the Fiscal Year Ended December 31, 2015

Response dated May 5, 2016

Form 8-K

Filed May 5, 2016

Form 10-Q for the Fiscal Quarter Ended March 31, 2016

Filed May 5, 2016

File No. 001-35779

Ladies and Gentlemen:

USA Compression Partners, LP (the “Partnership,” “we,” “us” or “our”) acknowledges receipt of the letter dated May 18, 2016 containing comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to (i) the Partnership’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2015, File No. 001-35779, filed with the Commission on February 11, 2016, (ii) the Partnership’s Current Report on Form 8-K, File No. 001-35779, filed with the Commission on May 5, 2016 and (iii) the Partnership’s Quarterly Report on Form 10-Q for the Fiscal Quarter Ended March 31, 2016, File No. 001-35779, filed with the Commission on May 5, 2016 (the “Comment Letter”).

The Comment Letter requests that we respond to the Staff’s comments within ten business days or advise the Staff when we will provide the Staff with our responses.  We respectfully request an extension of time to respond to the Comment Letter so that we can devote appropriate time and resources to consider the Staff’s comments and to complete our responses.  We expect to provide our responses to the Comment Letter no later than June 16, 2016.

Should you have any questions with respect to the foregoing response, please contact E. Ramey Layne of Vinson & Elkins L.L.P. at (713) 758-4629.

*            *            *            *            *

Very   truly yours,

USA   COMPRESSION PARTNERS, LP

BY: USA   Compression GP, LLC

By:

/s/ Matthew   C. Liuzzi

Name:

Matthew   C. Liuzzi

Title:

Vice   President, Chief Financial Officer and Treasurer

cc:                                Melissa Blume, Securities and Exchange Commission

J. Gregory Holloway, USA Compression Partners, LP

Christopher W. Porter, USA Compression Partners, LP

E. Ramey Layne, Vinson & Elkins L.L.P.

Milam F. Newby, Vinson & Elkins L.L.P.

2

Mail Stop 3561
May 18 , 2016

Matthew C. Liuzzi
Vice President, Chief Financial Officer and Treasurer
USA Compression Partners, LP
100 Congress Avenue, Suite 450
Austin, TX 78701

Re:  USA Compression Partners, LP
 Form 10 -K for the Fiscal Year Ended December 31, 2015
Response dated May 5, 2016
Form 8 -K
Filed May 5, 2016
Form 10 -Q for the Fiscal Quarter Ended March 31, 2016
Filed May 5, 2016
File No. 001 -35779

Dear Mr. Liuzzi:

We have reviewed  your May 5, 2016  response to our comment  letter  and have the
following comment s.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances, please tell us why in your  response.

After reviewing your response to these comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our April 21,
2016  letter.

Form  10-K for the Fiscal Year Ended December  31, 2015

Management’s Discussion and Analysis of Financial Condition and Results of Operations

General Trends and Outlook, page  45

1. Your response to comment 1 indicates that your compression fleet can be quickly and
cost-effectively modified and moved between shale plays and disclosure of your
horsepower by shale or region would not provide meaningful information to your
investors.  To  assist us in better understanding your response, please tell us how

Matthew C. Liuzzi
USA Compression Partners, LP
May 1 8, 2016
Page 2

 frequently you move your equipment between shale plays.  Please also tell us the average
time and costs associated with redesigning and deploying such equipment during the year
ended Dece mber 31, 2015, or during the most recent year in which you moved equipment
between shale plays.

2. Your response to the first bullet point of comment 2 describes various ways in which you
monitor your customers’ credit quality.  Please consider revising yo ur critical accounting
policy addressing your allowance for doubtful accounts to explain in more detail the
estimates and judgments you make about your customers’ ability to pay and any trends
you have observed in your customers’ credit quality rather than  simply stating that you
make estimates and judgments and that you evaluate your customers’ financial strength.
Additionally, since it appears from your response that you monitor your customers’ credit
ratings, please tell us whether any of your largest c ustomers have credit ratings below
investment grade, and tell us how you considered disclosing this information as part of
providing investors with insight into the potential risks to and variability of your earnings
and cash flows.

3. We note your response to the second bullet point of comment 2.  Given your risk factor
disclosures about the possible impact of contract renegotiations, we believe you should
clearly disclose in future filings, if true, that these negotiations did not have  a material
impact on your results of operations.  We believe clarifying the impact of these contract
negotiations provides important information to your investors.

4. We note your response to the third bullet point of comment 2.  Please tell us how the
service rates for your month -to-month contracts differed from the service rates for
contracts in their primary term during 2015, including whether they were generally above
or below the rates for contracts in their primary term.  In future filings, please di sclose
this information for the periods presented, including if applicable making an affirmative
statement that rates for month -to-month contracts did not significantly differ from rates
for contracts in their primary term.  Given that a significant percen tage of your contracts
are operating on a month -to-month basis and the increased ability of these customers to
renegotiate pricing or terminate service as compared to customers with contracts in their
primary term, we believe that explaining in more detail  the impact of month -to-month
contracts on your results and any factors that cause these contracts to have significantly
different impacts on your consolidated results and cash flows as compared to contracts in
their primary term provides important informa tion to your investors.

Financial Results of Operations, page 49

5. We note your response to comment 4.  As the circumstances under which you evaluate
compression units for impairment and the specific factors that led to recording a
significant impairment  charge related to your compression equipment in 2015 were not
clearly disclosed in your Form 10 -K, please revise future filings to provide this
information in appropriate locations, such as your accounting policy footnote or critical

Matthew C. Liuzzi
USA Compression Partners, LP
May 1 8, 2016
Page 3

 accounting policy and  your analysis of results when you describe the impairment
recorded in 2015.  We believe that disclosing information similar to that contained in
your response will be useful to your investors.

Financial Statements for the Year Ended December  31, 2015

Note (2) – Summary of Significant Accounting Policies

(c) Inventories, page  F-8

6. Your response to comment 6 indicates that your inventory cost flow assumptions have
not changed.  Please tell us why you disclosed FIFO as your inventory cost flow
assumption  in 2013, and prior years, if you were using the specific identification or
weighted average cost method.  Also tell us how you considered whether this apparent
error in your accounting policy disclosure indicated a deficiency in your disclosure
controls a nd procedures and whether this deficiency has been remediated.  We note that
you concluded your disclosure controls and procedures were effective in each of your
fiscal 2014 Forms 10 -Q and that the conclusion in your 2014 Form 10 -K solely refers to
the lac k of timely filing a Form 8 -K announcing a change to your general partner’s board
of directors.

Form  8-K filed May 5, 2016

7. We note your response to comment 8 indicating you will not give equal or greater
prominence to non -GAAP measures in future filings.   We also note that you furnished
under Item 2.02 of Form  8-K a press release describing your earnings for the first quarter
of 2016, and this press release continued to give prominence to your non -GAAP
measures.  Please confirm that in future earnings rel eases you will not give greater
prominence to non -GAAP measures than you do to the most directly comparable GAAP
measures, consistent with the guidance in Item 10(e)(1)(i)(A) of Regulation S -K.

Form  10-Q for the Fiscal Quarter Ended March  31, 2016

Notes to the Unaudited Condensed Consolidated Financial Statements

Note (1) – Organization and Summary of Significant Accounting Policies

(f)  Property and Equipment, page 6

8. We note that you revised the estimated useful life of your compression equipment from
25 years to 20 – 25 years.  Please explain to us the nature of the change in useful life and
tell us why you believe it was appropriate to make the change in the first quarter of 2016
rather than during 2015.  As part of your response, tell us whether thi s change relates
solely to new equipment acquired during 2016.  If not, please revise to disclose the effect

Matthew C. Liuzzi
USA Compression Partners, LP
May 1 8, 2016
Page 4

 on net income and any related per -share amounts for the current period, if material.  See
ASC 250 -10-50-4.

Management’s Discussion and Analysis of  Financial Condition and Results of Operations

Operating Highlights, page 15

9. We note that you present multiple measures of horsepower utilization, including average
horsepower utilization based on revenue generating horsepower and fleet horsepower.
We u nderstand this specific metric to effectively reflect the average amount of your
horsepower earning revenue during the period as a percentage of your total horsepower
received from suppliers and available to earn revenue.  We also understand the difference
between this metric and 100% reflects your average idle horsepower during the period.
Please confirm our assumptions, or if our understanding is not correct, explain this matter
to us in detail and revise future filings to better explain this metric to y our investors.  If
our understanding is correct, please provide us with management’s detailed view of why
this utilization metric shows a pattern of decline across the last several quarters, or
conversely, why you appear to have a trend of increasing perce ntages of your horsepower
that is available to earn revenue sitting idle and not earning revenue.  In doing so, please
clearly explain the extent to which this decreasing utilization is due to increased amounts
of equipment idle due to repairs and maintena nce, the extent to which it is due to
acquiring new compression units before you have service contracts for those units, the
extent to which it is due to increased equipment returned by your customers for which a
new revenue generating use has not been fou nd, and any other applicable factors.  Also
tell us in detail how you determined this trend did not need to be disclosed and the
underlying factors driving this trend analyzed in your MD&A, and if this trend continues,
please disclose and analyze it.

You may contact Melissa Blume, Staff Accountant at (202) 551 -7128 or me at (202) 551 -
3737 if you have questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

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May 5, 2016

Ms. Jennifer Thompson

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-3561

Re:

USA Compression   Partners, LP

Form 10-K for   the Fiscal Year Ended December 31, 2015

Filed   February 11, 2016

Form 8-K

Filed   February 10, 2016

File   No. 001-35779

Ladies and Gentlemen:

Set forth below are the responses of USA Compression Partners, LP (the “Partnership,” “we,” “us” or “our”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated April 21, 2016, with respect to (i) the Partnership’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2015, File No. 001-35779, filed with the Commission on February 11, 2016 (our “2015 Form 10-K”) and (ii) the Partnership’s Current Report on Form 8-K, File No. 001-35779,  filed with the Commission on February 10, 2016.

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.

Form 10-K for the Fiscal Year Ended December 31, 2015

Management’s Discussion and Analysis of Financial Condition and Results of Operations - General Trends and Outlook, page 45

1.              We note your statement that there has been a slowdown of new drilling activity in certain operating areas, as well as slowing or flattening of production growth in other areas. Given that the decline in oil and gas prices has had differing impacts on different shale plays, please respond to the following:

·                  Please tell us whether your assets are spread evenly across the shale plays in which you operate or whether they are concentrated in one or a few shale plays.

Securities and Exchange Commission

May 5, 2016

Page 2

·                  Please consider disclosing a map similar to that provided in your initial public offering or a table indicating your horsepower in different shales or geographic regions to clarify to your investors any concentration of your assets.

·                  Also tell us how you considered providing more detailed disclosure about the differing impact of continued low commodity prices on different shale plays as context for understanding your results of operations. For example, we note that exploration and production companies operating in shale plays in Texas have experienced greater declines in production and more bankruptcies than companies operating in other geographic regions.

RESPONSE:         We acknowledge the Staff’s comment.  As noted on page 45 of our 2015 Form 10-K, we provide compression services in a number of shale plays throughout the U.S., including the Utica, Marcellus, Permian Basin, Delaware Basin, Eagle Ford, Mississippi Lime, Granite Wash, Woodford, Barnett, Haynesville, Niobrara and Fayetteville shales.  Over time, our geographic presence and relative diversification has varied among different operating basins, as we partner with customers who experience continually-changing economics in these various areas, due not only to changes in commodity prices, but also varying acquisition costs and operating costs, sometimes within the same basin or play. While our assets are not spread evenly across these shale plays, we believe our assets are diversified across these shale plays and we are not exposed to material concentration risk in any one play.

As noted on page 3 of our 2015 Form 10-K, our fleet consists of flexible compression units that are capable of being rapidly deployed and designed to operate in multiple compression stages.  This means that our compression units are designed for use in the varied operating conditions found in different plays. This flexibility provides us the ability (i) to expand into different geographic areas without incurring material expenditures, substantially reducing the concentration risk of our assets relative to exploration and production companies and gathering and processing and pipeline-based midstream companies, who cannot move their asset base as easily or cost-effectively, and (ii) to more easily take advantage of overall growth in natural gas production in the United States (as such growth is predicted by the U.S. Energy Information Administration). In fact, this flexibility of our asset design is a key strategic advantage that we believe differentiates us from certain of our peers. Due to the flexibility of the compression units in our fleet, our belief that our asset base is materially diversified across the shale plays in which we currently operate and the variety of producer economics within shale plays, we respectfully submit to the Staff that disclosure of our horsepower by shale or region would not provide meaningful information to investors, in that the continued demand for our services within a play may vary more by the economics of our customers than the relative general economics of one or more shale plays.  To the extent that we determine in the future that we are subject to a material concentration risk due to a specific customer or shale play, we hereby undertake to provide additional disclosure regarding such specific risk in future filings with the Commission.

Securities and Exchange Commission

May 5, 2016

Page 3

We respectfully submit to the Staff that more detailed disclosure about the differing impact of continued low commodity prices on different shale plays will not provide meaningful information to investors, due to the variety of producer economics within plays, which would be unduly burdensome for us to obtain since production information (and the underlying production economics) are the purview of our customers rather than us.  As noted above, we believe our assets are diversified across multiple shale plays and are also flexible enough to be redeployed in multiple operating conditions as needed.  In addition, low commodity prices tend to have a greater impact on the drilling and completion of new wells than they do on production from existing wells, and our business is driven predominantly by natural gas production.  As such, we believe that while low commodity prices could lead to less, or more delayed, incremental demand for our compression services than in the recent past, existing production will continue to require the compression services we offer.  Further, while the demand for our compression services is driven predominantly by natural gas production, there are a myriad of additional factors (such as reservoir pressure and flow rates and pipeline characteristics), known by producers but not necessarily by us, that impact the need for compression and that make quantification of any change in natural gas production from any given shale play difficult to accurately determine, and therefore, potentially confusing and not meaningful to an investor.  Finally, the “fixed-fee” nature of our contracts attenuates revenue losses from decreased production.  As such, we respectfully submit to the Staff that the disclosure we have provided on pages 45-46 of our 2015 Form 10-K under the heading “General Trends and Outlook” complies with Item 303(a) of Regulation S-K in that it prominently discloses the material risks of our exposure to the uncertainty associated with commodity prices, including the impact of low commodity prices.  To the extent that the material risks of our exposure to the uncertainty associated with commodity prices changes from, or we are able to provide more definitive quantification of the material risk than, the disclosure we have provided on pages 45-46 of our 2015 Form 10-K, we will update such disclosure accordingly in future filings with the Commission on Form 10-Q or Form 10-K.

In addition, as we reference above, we respectfully submit to the Staff that providing additional detailed disclosure would be unduly burdensome on the Partnership.  While we believe that the key drivers of production across shale plays are centered upon producers’ mid- or long-term expectations regarding commodity prices, different shale plays, and even zones within each shale play, have different factors driving the potential economics of the area, including reservoir characteristics and type curves, service costs, financing costs, etc.  Given the lack of information we have from our customers regarding such factors, it would be very difficult, if not impossible, for us to gather the economic information needed to provide more detailed disclosure than we currently have provided in our 2015 Form 10-K.

2.              We note your statement that the steep decline in commodity prices has caused many of your customers to reconsider near-term capital budgets as well as to reexamine and optimize their compression needs, which impacts the associated demand for compression. We also note from disclosures elsewhere in the filing that while you initially enter into take-or-pay contracts with your customers, once those contracts expire you may provide services on a month-to-month basis; and at December 31, 2015, approximately 39% of your compression services on a horsepower basis and 43% of your

Securities and Exchange Commission

May 5, 2016

Page 4

annual revenues were being provided on a month-to-month basis. We have the following comments:

·             Please tell us how you monitor the credit quality of your producer customers and how you considered whether the collectability of your accounts receivable has been impacted by the decline in commodity prices or may be impacted in the near-term.

·             Please tell us whether you have renegotiated the fees on any long-term contracts prior to their expiration or whether you are currently in the process of renegotiating any such contracts prior to their expiration. We note your reference to making rate concessions on certain gas lift contracts, and it is unclear whether you have made similar concessions on any compression services contracts. If so, please tell us in detail how you considered contract renegotiations that have occurred or are likely to occur in the near future in explaining trends and uncertainties in your results of operations.

·             Please tell us in more detail how rates are determined for those contracts where services are provided on a month-to-month basis. Also tell us whether rates increased or decreased for this type of contract during 2015. Based on this information, tell us how you considered separately discussing the impact of month-to-month contracts on your revenue and profitability.

·             Please also tell us, and consider disclosing in future filings, the horsepower associated with contracts that expire within one year and your expectations regarding the number of month-to-month contracts and the fees from such contracts.

RESPONSE:         We acknowledge the Staff’s comment.  We actively monitor our customers’ credit quality and have continued to do so during the recent downturn in commodity prices.  We take into consideration multiple factors in monitoring our customers, including, but not limited to, (i) tracking the payment history of our customers, (ii) actively communicating with each of our customers, (iii) monitoring various credit reporting information services, and (iv) monitoring bankruptcy filings in our industry.  In addition, we monitor publicly-available information about each of our customers that may highlight potential financial distress, such as debt levels (including large credit facility borrowings), the failure to make interest payments when due, or entering into forbearance agreements with lenders.  If, as a result of these monitoring activities, we determine the collectability of accounts receivable with a particular customer may be negatively impacted, we may elect to alter our normal collection processes with that particular customer to increase the likelihood of being paid in full.  We do not specifically consider commodity prices when evaluating collectability of accounts receivable from our customers, as we are not able to accurately evaluate our customers’ specific economic position and circumstances regarding commodity price movements.  However, in response to the current commodity price environment, management has been more focused on the possibility of a decline in the collectability of accounts receivable, as well as the implications of changes in payment history and communication patterns of

Securities and Exchange Commission

May 5, 2016

Page 5

customers, and we have made additional judgments as to the adequacy of our allowance for bad debts.  We noted such in the Critical Accounting Policies and Estimates of our 2015 Form 10-K (bold, underline text was added in the 2015 10-K):

“We maintain an allowance for bad debts based on specific customer collection issues and historical experience. The determination of the allowance for doubtful accounts requires us to make estimates and judgments regarding our customers’ ability to pay amounts due.  On an ongoing basis, we conduct an evaluation of the financial strength of our customers based on payment history, the overall business climate in which our customers operate and specific identification of customer bad debt and make adjustments to the allowance as necessary. The allowance for doubtful accounts was $2.1 million, $0.4 million and $0.2 million as of December 31, 2015, 2014 and 2013, respectively.”

The increase in allowance for doubtful accounts from $0.4 million as of December 31, 2014 to $2.1 million as of December 31, 2015 was largely related to an increase in the aging of our accounts receivable, a lack of responsiveness of one customer, and the bankruptcy of another customer.  We collected the overdue receivable from the unresponsive customer in the three months ended March 31, 2016 and now expect to collect a substantial majority of the amount reflected in the allowance for doubtful accounts associated with the bankruptcy in the three months ending June 30, 2016.

Substantially all of our contracts are term-based contracts that have significant take-or-pay characteristics in that they do not provide customers the unilateral right to renegotiate pricing, or terminate service, during the primary term. While we have renegotiated the fees on a very small number (by horsepower) of compression services contracts, in various applications, we typically do not do so during the primary term.  As we note on page 45 of our 2015 Form 10-K, we have generally experienced stability in rates and higher sustained utilization rates relative to other businesses more tied to drilling activity and wellhead economics.  The contract renegotiations we have experienced, and expect to experience in the future, have not had, and are not reasonably likely to have, a material effect on the Partnership’s financial condition or results of operations.  Based on this, we believe that we have adequately disclosed the impact of contract renegotiations in our 2015 Form 10-K in compliance with Item 303(a) of Regulation S-K, as we note on page 45 that we have experienced and expect to continue experiencing pressure on service rates.  To the extent that management believes renegotiations of service rates on any contracts will have a material effect on the Partnership’s financial condition or results of operations, we hereby undertake to provide additional disclosure regarding the impact of such renegotiations to investors in future filings with the Commission.

In regard to the contracts with our customers that have entered the extended, “month-to-month,” term of the contract, the service rates for these contracts, in the vast majority of cases, is based off of and continues at the same level as the service rates provided in the primary term of the contract.  As such, we believe that providing any additional information regarding service rate pricing would not be meaning

Mail Stop 3561
April  21, 2016

Matthew C. Liuzzi
Vice President, Chief Financial Officer and Treasurer
USA Compression Partners, LP
100 Congress Avenue, Suite 450
Austin, TX 78701

Re:  USA Compression Partners, LP
 Form 10-K for the Fiscal Year Ended December 31, 2015
Filed February 11, 2016
Form 8 -K
Filed February 10, 2016
File No. 001 -35779

Dear Mr. Liuzzi :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2015

Management’s Discussion and Analysis of Financial Condition and Results of Operations

General Trends and Outlook, page 45

1. We note your statement that there has been a slowdown of new drilling activity in certain
operating areas, as wel l as slowing or flattening of production growth in other areas.
Given that the decline in oil and gas prices has had differing impacts on different shale
plays, please respond to the following:

 Please tell us whether your assets are spread evenly across the shale plays in which
you operate or whether they are concentrated in one or a few shale plays.

Matthew C. Liuzzi
USA Compression Partners, LP
 April 21 , 2016
 Page 2

  Please consider disclosing a map similar to that provided in your initial public
offering or a  table indicating your horsepower in different shales or geographic
regions to clarify to your investors any concentration of your assets.

 Also tell us how you considered providing more detailed disclosure about the
differing impact of continued low com modity prices on different shale plays as
context for understanding your results of operations.  For example, we note that
exploration and production companies operating in shale plays in Texas have
experienced greater declines in production and more bankr uptcies than companies
operating in other geographic regions.

2. We note your statement that the steep decline in commodity prices has caused many of
your customers to reconsider near -term capital budgets as well as to reexamine and
optimize their compressio n needs, which impacts the associated demand for compression.
We also note from disclosures elsewhere in the filing that while you initially enter into
take-or-pay contracts with your customers, once those contracts expire you may provide
services on a mo nth-to-month basis; and at December 31, 2015, approximately 39% of
your compression services on a horsepower basis and 43% of your annual revenues were
being provided on a month -to-month basis.  We have the following comments:

 Please tell us how you monit or the credit quality of your producer customers and how
you considered whether the collectability of your accounts receivable has been
impacted by the decline in commodity prices or may be impacted in the near -term.

 Please tell us whether you have rene gotiated the fees on any long -term contracts prior
to their expiration or whether you are currently in the process of renegotiating any
such contracts prior to their expiration.  We note your reference to making rate
concessions on certain gas lift contrac ts, and it is unclear whether you have made
similar concessions on any compression services contracts.  If so, please tell us in
detail how you considered contract renegotiations that have occurred or are likely to
occur in the near future in explaining tr ends and uncertainties in your results of
operations.

 Please tell us in more detail how rates are determined for those contracts where
services are provided on a month -to-month basis.  Also tell us whether rates increased
or decreased for this type of c ontract during 2015.  Based on this information, tell us
how you considered separately discussing the impact of month -to-month contracts on
your revenue and profitability.

 Please also tell us, and consider disclosing in future filings, the horsepower asso ciated
with contracts that expire within one year and your expectations regarding the number
of month -to-month contracts and the fees from such contracts.

Matthew C. Liuzzi
USA Compression Partners, LP
 April 21 , 2016
 Page 3

 Operating Highlights, page 47

3. Please tell us, and revise future filings to explain in more detai l to your investors, how
you calculate average revenue per revenue generating horsepower per month.  Please
apply this comment both to your periodic reports and to your earnings releases furnished
on Form 8 -K.

Financial Results of Operations, page 49

4. Please refer to your analysis of the impairment of your compression equipment on page
50.  Please tell us whether this impaired equipment was concentrated in one or a few
shales, and if so, disclose this matter to your investors, either here or within your Cr itical
Accounting Policies, to provide them with greater understanding of the charge incurred
and the likelihood of similar future charges.  Additionally, since it appears the
impairments related to idle equipment, please tell us and disclose to your inves tors the
amount of idle equipment remaining at December 31, 2015 and explain management’s
plans for this equipment such that further impairment was not warranted.

5. We similarly note your analysis of the impairment of goodwill on page 50.  Please tell us
whether the decline in your projected future cash flows was primarily associated with one
or a few shales, and if so, disclose this matter to your investors.

Financial Statements for the Year Ended December 31, 2015

Note (2) – Summary of Significant Acco unting Policies

(c) Inventories, page F -8

6. It appears that during 2014 you changed your inventory cost flow assumption from FIFO
to either specific identification or weighted average cost, depending on whether the part
has a serial number.  With reference  to ASC 280 -10-45-2 and 45 -12, please tell us how
you determined these new cost flow assumptions were preferable.  Also tell us whether in
a previous filing you provided the disclosures required by ASC 280 -10-50-1 through 50 -3
along with a preferability le tter from your independent auditor as contemplated by Item
601(b)(18) of Regulation S -K, and if not, why you did not provide these disclosures and
this letter.

(f) Revenue Recognition, page F -8

7. It appears from disclosures elsewhere in your filing that you sometimes earn revenue
from leasing compression equipment to customers.  Please tell us how you considered
providing separate revenue recognition policies for your service contracts and your
leasing arrangements.  As part of your response, please tell us what portion of your
revenue is derived from leasing arrangements.

Matthew C. Liuzzi
USA Compression Partners, LP
 April 21 , 2016
 Page 4

 Form 8 -K filed February 10, 2016

8. We note that you furnished under Item 2.02 of Form 8 -K a press release describing your
earnings for the fourth quarter and annual 2015  periods .  As indi cated in Instruction 2 to
Item 2.02, the requirements of Item 10(e)(1)(i) of Regulation S -K apply to the disclosures
in your press release.  Please revise future earnings releases to ensure that you do not give
greater prominence to non -GAAP measures than you do to the most directly comparable
GAAP measures, consistent with the guidance in Item 10(e)(1)(i)(A).  We refer you to
your reference to Gross Operating Margin, Gross Operating Margin Percentage, Adjusted
EBITDA, Adjusted EBITDA Percentage, Distributa ble Cash Flow, Distributable Cash
Flow Coverage and Cash Coverage on the first page of your earnings release, along with
your reference to certain of these measures on the second page of your earnings release.

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 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.

 In responding to our comments, please provide  a written statement from the 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 as sert 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  Melissa Blume , Staff Accountant  at (202)  551-7128 or me at (202)  551-
3737  if you have ques tions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

January 22, 2015

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 completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person u nder the
federal securities laws of the United States.  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 rules require.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief

CORRESP
1
filename1.htm

January 9, 2015

Ms. Jennifer Thompson

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-3561

Re:                             USA Compression Partners, LP
 Form 10-K for the Fiscal Year Ended December 31, 2013
 Filed February 20, 2014
 File No. 001-35779

Ladies and Gentlemen:

Set forth below are the responses of USA Compression Partners, LP (the “Partnership,” “we,” “us” or “our”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated December 29, 2014, with respect to Form 10-K of the Partnership for the Fiscal Year Ended December 31, 2013, File No. 001-35779, filed with the Commission on February 20, 2014 (the “2013 Form 10-K”).

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.  All references to page numbers and captions correspond to the 2013 Form 10-K unless otherwise specified.

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.

RESPONSE:                            We acknowledge the Staff’s comment. In future filings, we will include earnings per common unit and cash distributions (the Partnership’s equivalent of dividends) declared per common unit within our selected financial data.

Securities and Exchange Commission

January 9, 2015

Page 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations, 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 acquisition 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 investor understanding of the relative magnitude of each underlying factor that drove changes 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 organic 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.

RESPONSE:                            We acknowledge the Staff’s comment. The Partnership respectfully advises the Staff that it intends to streamline its future disclosures (including comparative results for prior periods) to enhance its effectiveness by reducing repetition and focusing the disclosure in a manner consistent with SEC Release 33-8350 and Mr. Keith F. Higgins’s April 2014 speech. The following is what such disclosure addressing the Staff’s comment would have looked like had such disclosure been provided in the 2013 Form 10-K, beginning on page 42 (bold indicates language added to, and strikethrough indicates language deleted from, the 2013 Form 10-K):

Contract operations revenue. Contract operations revenue was $150.4 million for the year ended December 31, 2013 compared to $116.4 million in 2012, an increase of 29.2%. The increase in revenue was attributable to both organic growth as well as the S&R Acquisition.  During 2013, we have seen an increase in overall natural gas activity in the U.S. and as a result have experienced an increase in demand for our compression services. Because the demand for our services is driven primarily by production of natural gas, we have focused our activities in areas of attractive growth, which are generally found in certain shale and unconventional resource plays, as discussed above under the headings “—General Trends and Outlook” and “Factors That Affect Our Future Results”.   The S&R Acquisition accounted for $14.5 million of revenue from the date of acquisition (August 30, 2013) through December 31, 2013.  Average revenue generating horsepower increased from 749,821 for the year ended December 31, 2012 to 902,168 for the year ended December 31, 2013, an increase of 20.3%, of which 13.8% is  primarily due to growth in our core midstream compression and 6.5% is due to  assets along with the addition of assets in connection with the S&R Acquisition. Average revenue per revenue generating horsepower per month increased from $13.39 for the year ended December 31, 2012 to $14.15 for the year ended December 31, 2013, an increase of 5.7%, of which 4.7% is  primarily due to higher revenue per horsepower per month from the gas lift compression units that were acquired in the S&R Acquisition. There were 2,137 revenue generating compression units at December 31, 2013 compared to 978 at December 31, 2012, a 118.5% increase, of which 109.8% is  primarily due to

Securities and Exchange Commission

January 9, 2015

Page 3

the S&R Acquisition and 8.7% is due to organic growth in our core midstream compression assets. Revenue generating horsepower was 1,070,457 at December 31, 2013 compared to 794,324 at December 31, 2012, a 34.8% increase, of which 15.7% is  primarily due to growth in our core midstream compression assets and 19.1% is due to  along with the S&R Acquisition.

Parts and service revenue. Parts and service revenue was $2.6 million for the year ended December 31, 2013 compared to $2.4 million in 2012, or a 6.0% increase.

Cost of operations, exclusive of depreciation and amortization. Cost of operations was $48.1 million for the year ended December 31, 2013 compared to $37.8 million for the year ended December 31, 2012, an increase of 27.3%. The increase is primarily attributable to the increase in our fleet size as a result of the organic growth described above and the S&R Acquisition. The following costs increased as a result of the organic growth of our fleet size  Certain cost increases consisted of (1) a $1.5  $2.8 million increase in lubrication oil expenses due to a 21.7% increase in gallons consumed, partially offset by a 3.9% decrease in the average price per gallon paid, (2) a $2.4  $4.3 million increase in direct labor expenses, (3) a $0.9 million increase in training and safety expense, (4) a $0.4 million increase in maintenance parts and (5) (4) a $0.2  $0.6 million increase related to vehicle tools and gasoline and (5) a $4.4 million increase in cost of operations due to the S&R Acquisition. These factors are primarily attributable to the increase in our fleet size due to organic growth and four months of operations related to the assets acquired in the S&R Acquisition. In addition, business and property insurance increased by $0.4 million primarily due to certain insurance claims on our compression units and the increase in the size of our fleet. The cost of operations was 31.5% of revenue for the year ended December 31, 2013 as compared to 31.8% for the year ended December 31, 2012.

Selling, general and administrative expense. Selling, general and administrative expense was $27.6 million for the year ended December 31, 2013 compared to $18.3 million for the year ended December 31, 2012, an increase of 51.0%. Approximately $3.5 $3.1 million of the increase in selling, general and administrative expense is related to a rise in salaries and benefits due to (i) an increase in employee headcount to support operations and sales management and (ii) the addition of certain executive positions to operate as a public company. Additionally, the Partnership expensed $1.3 million of unit-based compensation expense related to the issuance of phantom units in 2013 under the Partnership’s 2013 Long-Term Incentive Plan. Other significant increases included (1) $0.5  a $0.6 million of  due to increased sales support costs, (2) $3.8 million of increased professional fees, including $2.1 million related to the S&R Acquisition,  and (3) $0.3 million of increased computer hardware and software expenses, all of which were attributable to increased employee headcount and support services and (4) $0.6 million of increased expenses due to the S&R Acquisition, primarily related to personnel costs. In addition, business and property insurance increased by $0.6 million due to certain insurance claims on our compression units and the increase in the size of our fleet and were offset by a $1.0 million decrease in management fees that are no longer owed by the Partnership subsequent to its initial public offering. The selling, general and administrative employee headcount was 86 (including 6 as a result of the S&R Acquisition) at December 31, 2013, a 45.8% increase from December 31, 2012. The selling, general and administrative employee headcount increased to support the continued growth of the business, including the S&R Acquisition. Selling, general

Securities and Exchange Commission

January 9, 2015

Page 4

and administrative expense represented 18.0% and 15.4% of revenue for the years ended December 31, 2013 and 2012, respectively.

Depreciation and amortization expense. Depreciation and amortization expense was $52.9 million for the year ended December 31, 2013 compared to $41.9 million for the year ended December 31, 2012, an increase of 26.4%. The increase was related to an increase in property, plant and equipment, including the S&R Acquisition, of 39.8% for the year ended December 31, 2013 as compared to December 31, 2012. For the period of August 30, 2013 to December 31, 2013 the S&R Acquisition accounted for $3.7 million of depreciation and amortization.

Interest expense. Interest expense was $12.5 million for the year ended December 31, 2013 compared to $15.9 million for the year ended December 31, 2012, a decrease of 21.5%. Included in interest expense is amortization of deferred loan costs of $2.2 million and $1.9 million for the years ended December 31, 2013 and 2012, respectively. Interest expense for both periods was related to borrowings under our revolving credit facility. Average borrowings outstanding under our revolving credit facility were $370.8 million for the year ended December 31, 2013 compared to $442.1 million for the year ended December 31, 2012. Our revolving credit facility had an interest rate of 2.17% and 2.96% at December 31, 2013 and 2012, respectively, and an average interest rate of 2.43% and 2.99%, excluding the effects from the interest rate swap instruments discussed below for 2012, for the year then ended, respectively. The composite fixed interest rate for $140 million of notional coverage under three interest rate swap instruments was 2.52% at December 31, 2011 plus the applicable margin of 2.75%. These interest rate swaps expired during 2012. We did not designate our swap agreements as cash flow hedges. As a result, amounts paid or received from the interest rate swaps were charged or credited to interest expense. For the year ended December 31, 2012, we recorded a fair value gain of $2.2 million, with respect to these swaps as a reduction in interest expense.

Income tax expense. We incurred approximately $279,972 and $196,040 in franchise tax for the years ended December 31, 2013 and 2012, respectively, as a result of the Texas franchise tax.

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 services 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.

Securities and Exchange Commission

January 9, 2015

Page 5

RESPONSE:                            The primary driver of the increase in the ratio of accounts receivable over annual revenues is the increase in the average number of days that it takes the Partnership to collect cash after invoicing our customers, which we refer to as Average Days Sales Outstanding.  Our Average Days Sales Outstanding increased approximately eight days during 2013.  This was due in part to the establishment of new customer relationships, both organically and as a result of the S&R Acquisition, and these customers tend to pay closer to the due dates of their respective bills and in certain instances after the due date.  Our more established customers pay more promptly than new customers. We did not believe that the modest increase in Average Days Sales Outstanding was material to the overall liquidity of the Partnership. We will consider any trends materially impacting liquidity and disclose to the extent warranted in future filings.

The increase in Average Days Sales Outstanding was also due in part to the addition of new customers in 2013 with different billing terms.  Certain of our customers are invoiced at the beginning of the month of service while most are invoiced 30 days in advance of the month of service.  The invoice term for most of our customers is due upon receipt, while certain customers have 30-day terms.  Many of the new customers added in 2013 as a result of the S&R Acquisition had 30-day terms on their invoices, which contributed to the modest increase in Average Days Sales Outstanding.

A second factor contributing to the increase in the ratio of accounts receivable over annual revenues is that the Partnership only had four months of revenues from the S&R Acquisition.  Giving pro forma effect to the S&R Acquisition as if it had occurred on January 1, 2013 would have resulted in accounts receivable being approximately 11% of pro forma 2013 revenue.

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 projections 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.

RESPONSE:                            We acknowledge the Staff’s comment. In future 10-K filings, we will disclose our capital expenditure projections for the following year and provide management’s insight on any trends or significant fluctuations for each type of capital expenditure. Disclosure regarding such trends or significant fluctuations in the 2013 Form 10-K would have been included on page 46 and read as follows (bold indicates language added to, and strikethrough indicates language deleted from, the 2013 Form 10-K):

Securities and Exchange Commission

January 9, 2015

Page 6

Capital Expenditures

The compression business is capital intensive, requiring significant investment to maintain, expand and upgrade existing operations. Our capital requirements have consisted primarily of, and we an

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

CORRESP
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USA Compression Partners, LP

100 Congress Avenue, Suite 450

Austin, Texas 78701

(512) 473-2662

April 21, 2014

Via EDGAR

Mara L. Ransom

Assistant Director

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Re:                             Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (Registration No. 333-193724) of USA Compression Partners, LP

Dear Ms. Ransom:

On behalf of USA Compression Partners, LP (the “Partnership”), and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above-referenced Registration Statement be accelerated to 4:00 p.m., Washington, D.C. time, on April 23, 2014, or as soon thereafter as practicable.  As requested by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), the Partnership hereby acknowledges that:

·                  should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action 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 Partnership from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                  the Partnership may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you need additional information, please contact E. Ramey Layne of Vinson & Elkins L.L.P. at (713) 758-4629.

Very   truly yours,

USA COMPRESSION PARTNERS, LP

By:

USA   Compression GP, LLC, its general partner

By:

/s/   J. Gregory Holloway

Name:

J.   Gregory Holloway

Title:

Vice   President, General Counsel and Secretary

Signature Page to Acceleration Request

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April 14, 2014

Mara L. Ransom

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-3561

Re:                             USA Compression Partners, LP

Amendment No. 1 to Registration Statement on Form S-3
 Filed March 19, 2014
 File No. 333-193724

Ladies and Gentlemen:

Set forth below are the responses of USA Compression Partners, LP (“the “Partnership”) and USA Compression Finance Corp. (“Finance Corp.” and, together with the Partnership, the “Registrants”) to the comments contained in the letter from the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), dated April 7, 2014, with respect to the above-captioned filing (the “Registration Statement”).  Concurrently with the delivery of this letter to you, the Registrants are filing Amendment No. 2 to the Registration Statement to respond to the Staff’s comments (“Amendment No. 2”).

The Registrants acknowledge that the adequacy and accuracy of the disclosure in the Registration Statement is the responsibility of the Registrants, that Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Registration Statement and that Staff comments may not be asserted by the Registrants as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

For your convenience, the exact text of the comments provided by the Staff has been included in bold, italicized type preceding each response in the order presented in the comment letter.

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 Leasing 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.

RESPONSE:  The Registration Statement has been revised accordingly. Please see pages 1, 41 and 42 of Amendment No. 2.

2.                                      If true, please 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 guarantors may guarantee the debt, as well as the requirement of Rule 3-10(f) that all of a registrant’s non-minor subsidiaries serve as guarantors.

RESPONSE:  The Registration Statement has been revised accordingly. Please see the cover of the prospectus and page 42 of Amendment No. 2.

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 clarify 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.

RESPONSE:  The Registration Statement has been revised accordingly. Please see page 41 of Amendment No. 2.

4.                                      We note your response to comment 2 in our letter dated March 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 prospectus 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.

RESPONSE:  We have revised our disclosure in the Registration Statement to acknowledge that any offering of common units by USA Compression Holdings, LLC would be deemed to be a primary offering by the Partnership and that USA Compression Holdings, LLC would be deemed to be an underwriter in any such offering. Please see the cover of the prospectus and page 66 of Amendment No. 2.

5.                                      We note your response to comment 3 in our letter 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 Argonaut.

2

RESPONSE:  We have revised our disclosure in the Registration Statement to acknowledge that any offering of common units by Argonaut Private Equity, L.L.C. would be deemed to be a primary offering by the Partnership and that Argonaut Private Equity, L.L.C. would be deemed to be an underwriter in any such offering. Please see the cover of the prospectus and page 66 of Amendment No. 2.

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 persons signing on behalf of companies represented by counsel.

RESPONSE:  Vinson & Elkins L.L.P. has revised its opinion filed as Exhibit 5.1 to the Registration Statement as requested. Please see the revised opinion filed as Exhibit 5.1 to Amendment No. 2.

*                                         *                                         *                                         *                                         *

3

Should you have any questions with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact Lauren E. Dean, Assistant General Counsel of the Partnership, at (512) 369-1626, or E. Ramey Layne of Vinson & Elkins L.L.P. at (713) 758-4629.

Very   truly yours,

USA   COMPRESSION PARTNERS, LP

By:

USA   Compression Partners, LP, its general partner

By:

/s/   J. Gregory Holloway

Name:

J.   Gregory Holloway

Title:

Vice   President, General Counsel and Secretary

Enclosures

cc:                                E. Ramey Layne, Vinson & Elkins L.L.P.

4

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

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March 19, 2014

Mara Ransom

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-3561

Re:

USA   Compression Partners, LP

Registration   Statement on Form S-3

Filed   February 3, 2014

File   No. 333-193724

Ladies and Gentlemen:

Set forth below are the responses of USA Compression Partners, LP (the “Partnership”) and USA Compression Finance Corp. (“Finance Corp.” and, together with the Partnership, the “Registrants”) to the comments contained in the letter from the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), dated March 4, 2014, with respect to the above-captioned filing (the “Registration Statement”).  Concurrently with the delivery of this letter to you, the Registrants are filing Amendment No. 1 to the Registration Statement to respond to the Staff’s comments (the “Amendment”).

The Registrants acknowledge that the adequacy and accuracy of the disclosure in the Registration Statement is the responsibility of the Registrants, that Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Registration Statement and that Staff comments may not be asserted by the Registrants as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

For your convenience, the exact text of the comments provided by the Staff has been included in bold, italicized type preceding each response in the order presented in the comment letter.

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 requirements 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.

RESPONSE: The Partnership may, under the Registration Statement, co-issue debt securities with Finance Corp., which debt securities may be guaranteed by USA Compression Partners, LLC, USAC Leasing, LLC, USAC Leasing 2, LLC or USAC OpCo 2, LLC (together, the “Guarantors”). Further, Finance Corp. will not independently issue debt securities.

Securities and Exchange Commission

March 19, 2014

Page 2

Under Rule 3-10(a)(1) of Regulation S-X, every issuer and every guarantor of registered debt securities must file financial statements required for a registrant under Regulation S-X.  The Registrants respectfully submit that for the following reasons, they are not required by Rule 3-10(a) of Regulation S-X to file separate financial statements for each issuer and each guarantor.  Rule 3-10(f) states:

“[w]hen a parent company issues securities and more than one of its subsidiaries of that parent company guarantee those securities, the registration statement, parent company annual report, or parent company quarterly report need not include financial statements of the issuer or any subsidiary guarantor if:

1.              Each of the subsidiary guarantors are 100% owned by the parent company guarantor;

2.              The guarantees are full and unconditional;

3.              The guarantees are joint and several; and

4.              The parent company’s financial statements are filed for the periods specified by §§ 210.3-01 and 210.3-02 and include, in a footnote, condensed consolidating financial information for the same periods with a separate column for:

i.                  The parent company;

ii.               The subsidiary guarantors of the parent company on a combined basis;

iii.            Any other subsidiaries of the parent company on a combined basis;

iv.           Consolidating adjustments; and

v.              The total consolidated amounts.”

Further, Note 1 to paragraph (f) provides that:

“[i]nstead of the condensed consolidating financial information required by paragraph (f)(4), the parent company’s financial statements may include a footnote stating, if true, that the parent company has no independent assets or operations, the guarantees are full and unconditional and joint and several, and any other subsidiaries of the parent company other than the subsidiary guarantors are minor. The footnote also must include the narrative disclosures specified in paragraphs (i)(9) and (i)(10) of this section.”

Further, it is our understanding that it is the view of the Staff that a guaranty is not “full and unconditional” if it contains automatic release provisions. Notwithstanding this view, the Staff has allowed issuers to continue to rely on Rule 3-10 when the other requirements of such rule are met and the release provisions are limited to customary circumstances described in Section 2510.5 of the Financial Reporting Manual (“Section 2510.5”). The circumstances described in Section 2510.5, among others, include (i) the subsidiary is sold or sells all of its assets; or (ii) the subsidiary’s guarantee of the indebtedness is terminated or released.

Finance Corp. is a wholly-owned subsidiary of the Partnership that was formed for the sole purpose of serving as a co-issuer of debt securities to be issued by it and the Partnership.  Finance Corp. has no assets, liabilities or operations independent of this function.

Securities and Exchange Commission

March 19, 2014

Page 3

Any securities co-issued by the Partnership and Finance Corp. will be issued jointly and severally for the purpose of Note 3 to Paragraph (f), which permits the Registrants to avail themselves of the exemptions of Paragraph (f).  In the event that a class of debt securities will be guaranteed, the indenture governing such debt securities will provide that the securities will be fully and unconditionally guaranteed by each of the applicable Guarantors, except, subject to certain limitations, as follows: (i) upon the sale, exchange or transfer, whether by way of a merger or otherwise, to any Person that is not an Affiliate of the Partnership, of all the Partnership’s direct or indirect limited partnership or other equity interest in such Subsidiary Guarantor; or (ii) upon the Issuers’ delivery of a written notice to the Trustee of the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees (as such capitalized terms are defined in the Form of Indenture filed as exhibit 4.1 to the Amendment). Each of the Guarantors is a wholly-owned subsidiary of the Partnership, and the Guarantors are the only subsidiaries of the Partnership other than Finance Corp.

The Registrants have revised the Registration Statement to state the following disclosure under the heading “Description of Debt Securities”:

. . . USA Compression Finance Corp. is wholly-owned by USA Compression Partners, LP, and has no material assets or any liabilities other than as a co-issuer of debt securities. Its activities are limited to co-issuing debt securities and engaging in other activities incidental thereto. Any debt securities co-issued by USA Compression Partners, LP and USA Compression Finance Corp. will be issued jointly and severally. . . .

In the event that USA Compression Partners, LLC, USAC Leasing, LLC, USAC Leasing 2, LLC or USAC OpCo 2, LLC, each of which is a wholly-owned subsidiary of USA Compression Partners, LP, guarantees any series of the debt securities described in this prospectus, such guarantees will be full and unconditional and made on a joint and several basis for the benefit of each holder and the Trustee. However, such guarantees are subject to release, subject to certain limitations, as follows (i) upon the sale, exchange or transfer, whether by way of a merger or otherwise, to any Person that is not an Affiliate of the Partnership, of all the Partnership’s direct or indirect limited partnership or other equity interest in such Subsidiary Guarantor; or (ii) upon the Issuers’ delivery of a written notice to the Trustee of the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Issuers other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees (as such capitalized terms are defined in the Form of Indenture filed as exhibit 4.1 herein). . . .

The guarantors referred to in the preceding paragraph are our only existing subsidiaries, other than USA Compression Finance. We have no assets or operations independent of our subsidiaries, and there are no significant restrictions upon our ability to obtain funds from our subsidiaries by dividend or loan. None of the assets of our subsidiaries represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act. . . .

The Partnership proposes to include the narrative information set forth in the paragraphs above in accordance with Note 4 of Rule 3-10(f) and paragraphs (i)(9) and (i)(10) of Rule 3-10 in the Partnership’s consolidated financial statements filed with the Partnership’s future annual reports on Form 10-K and quarterly reports on Form 10-Q.  The Partnership currently has no plans to issue indebtedness or guarantees under the Registration Statement and will file the required financial statements prior to issuing any indebtedness or guarantees under the Registration Statement.

See pages 41 and 42 of the Amendment.

2.                                      We note that you are registering 23,866,338 common units representing 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

Securities and Exchange Commission

March 19, 2014

Page 4

parent company. Given the nature of USA Compression Holdings’ relationship 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 Rule 415(a)(1)(i) of Regulation C and 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 meaning 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 able 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.

RESPONSE:         The Partnership respectfully submits that the offering by USA Compression Holdings, LLC (“Holdings”) is eligible to be made on a shelf basis pursuant to Rule 415(a)(1)(x) of Regulation C. Under Rule 415(a)(1)(x), securities may be registered on Form S-3 in the event they are to be offered and sold on an immediate, continuous or delayed basis by or on behalf of a person of which the registrant is a majority-owned subsidiary. Under Rule 405, a “majority-owned subsidiary” means a subsidiary of which more than 50 percent of the outstanding securities representing the right, other than as affected by events of default, to vote for the election of directors, is owned by the subsidiary’s parent and/or one or more of the parent’s majority-owned subsidiaries. Holdings owns 100 percent of the outstanding securities of the general partner of the Partnership, which has sole responsibility for conducting the Partnership’s business and for managing its operations. As sole owner of the general partner, Holdings selects the board of directors of the general partner. By virtue of such ownership of the general partner, the Partnership is a “majority-owned subsidiary” of Holdings and the registration of Holdings’ units under the Registration Statement can be made pursuant to Rule 415(a)(1)(x).

The Partnership has revised the Registration Statement to disclose that Holdings may be deemed to be an underwriter within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).  Please see the cover page and page ii of the Amendment.  For the reasons set forth below, the Partnership respectfully believes that the units that may be offered by Holdings constitute a valid secondary offering and are not being offered on behalf of the Partnership.

History of Holdings; Relationship with the Partnership

On December 23, 2010, Holdings acquired the Partnership from the previous owners of the Partnership (including certain members of the Partnership’s management) in a privately negotiated transaction.  From December 23, 2010 until the Partnership’s initial public offering (the “IPO”), which closed on

Securities and Exchange Commission

March 19, 2014

Page 5

January 18, 2013, Holdings owned all of the Partnership’s limited partner interests.  In connection with the closing of the IPO the limited partner interests held by Holdings were converted into 4,048,588 common units and 14,048,588 subordinated units in the Partnership. Additionally, Holdings has elected to participate in the Partnership’s distribution reinvestment plan (the “DRIP”), whereby Holdings has received common units in the Partnership in lieu of cash distributions, and plans to continue to do so in the future. As of March 17, 2014, Holdings has received 1,289,389 common units under the DRIP. Included in the Registration Statement is the registration of 4,486,814 common units that the Partnership anticipates Holdings may receive if it continues to participate in the DRIP through the fourth quarter 2016 distribution. Holdings’ only asset is its investment in the Partnership and its general partner.

Holdings acquired its interests in the Partnership in a privately negotiated acquisition from the owners in December 2010.  Both the initial acquisition by Holdings and the conversion of the pre-IPO interests in connection with the IPO were transactions exempt from registration under the Securities Act.  Holdings acquired its interests for investment purposes, not for the purpose of making a distribution in violation of the Securities Act.

Analysis

Compliance and Disclosure Interpretation 612.09 (the “C&DI”) reads, in part, “[t]he question of whether an offering styled as a secondary one is really on behalf of the issuer is a difficult factual one, not merely a question of who receives the proceeds.  Consideration should be given to how long the selling shareholders have held the shares, the circumstances under which they received them, their relationship to the issuer, the amount of shares involved, whether the sellers are in the business of underwriting securities, and finally, whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.”

The C&DI lays out six factors:

1. how long the selling shareholders have held the shares,

2. the circumstances under which they received them,

3. their relationship to the issuer,

4. the amount of shares involved,

5. whether the sellers are in the business of underwriting securities, and

6. finally, whether under all t

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

CORRESP
1
filename1.htm

USA COMPRESSION PARTNERS, LP

100 Congress Avenue, Suite 450

Austin, Texas 78701

(512) 473-2662

January 28, 2013

Via Edgar

Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E., Mail Stop 4628
 Washington, D.C.  20549-4628

Attn:                    Mara L. Ransom, Assistant Director

Division of Corporation Finance

Re:                             USA Compression Partners, LP
 Registration Statement on Form S-1
 File No. 333-180551

Ladies and Gentlemen:

USA Compression Partners, LP (the “Partnership”) requests acceleration of the effective date of the above-captioned Registration Statement to 3:00 p.m., Washington, D.C. time, on January 30, 2013, or as soon as practicable thereafter.

The Partnership hereby acknowledges that:

·                              should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action 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 Partnership from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                              the Partnership may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very   truly yours,

USA   COMPRESSION PARTNERS, LP

By:

USA   Compression GP, LLC,

its   general partner

By:

/s/   J. Gregory Holloway

J.   Gregory Holloway

Vice   President, General Counsel and Secretary

cc:                                Sean T. Wheeler (By Email)

Latham & Watkins LLP

811 Main Street, Suite 3700

Houston, TX  77002

Sean.Wheeler@lw.com

Keith Benson (By Email)

Latham & Watkins LLP

811 Main Street, Suite 3700

Houston, TX  77002

Keith.Benson@lw.com

CORRESP
1
filename1.htm

January 10, 2013

United States Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549-3628
 Attention:  Mara L. Ransom, Assistant Director

Re:                             Request for Acceleration of Effectiveness of Registration Statement on Form S-1 (Registration No. 333-174803) of USA Compression Partners, LP, a Delaware limited partnership (the “Partnership”)

Dear Sir or Madam:

In accordance with Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as Representatives of the several Underwriters, hereby joins in the request of the Partnership for acceleration of the effective date of the above-captioned Registration Statement so that it becomes effective on January 14, 2013 at 3:00 p.m., Eastern Time, or as soon as practicable thereafter.

In connection with the above-referenced Registration Statement and pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise that as of the date hereof 9,893 copies of the Preliminary Prospectus dated January 7, 2013 have been distributed to prospective underwriters, institutional investors, prospective dealers, individuals and others.

The undersigned advises that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

BARCLAYS   CAPITAL INC.

By:

/s/ Victoria Hale

Name:

Victoria   Hale

Title:

Vice   President

GOLDMAN,   SACHS & CO.

By:

/s/ Daniel Young

Name:

Daniel   Young

Title:

Managing   Director

CORRESP
1
filename1.htm

USA COMPRESSION PARTNERS, LP

100 Congress Avenue, Suite 450

Austin, Texas 78701

(512) 473-2662

January 10, 2013

Via Edgar

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 4628

Washington, D.C.  20549-4628

Attn:

H.   Roger Schwall, Assistant Director

Division   of Corporation Finance

Re:

USA   Compression Partners, LP

Registration   Statement on Form S-1

File   No. 333-174803

Ladies and Gentlemen:

USA Compression Partners, LP (the “Partnership”) requests acceleration of the effective date of the above-captioned Registration Statement to 3:00 p.m., Washington, D.C. time, on January 14, 2013, or as soon as practicable thereafter.

The Partnership hereby acknowledges that:

·                              should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action 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 Partnership from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                              the Partnership may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very   truly yours,

USA   COMPRESSION PARTNERS, LP

By:

USA   Compression GP, LLC,

its   general partner

By:

/s/   J. Gregory Holloway

J.   Gregory Holloway

Vice   President, General Counsel and Secretary

cc:

Sean   T. Wheeler (By Email)

Latham & Watkins LLP

811 Main Street, Suite 3700

Houston, TX 77002

Sean.Wheeler@lw.com

Keith Benson (By Email)

Latham & Watkins LLP

811 Main Street, Suite 3700

Houston, TX 77002

Keith.Benson@lw.com

CORRESP
1
filename1.htm

811   Main Street, Suite 3700

Houston,   TX 77002

Tel:   +1.713.546.5400 Fax: +1.713.546.5401

www.lw.com

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Attn:                    Mara L. Ransom, Assistant Director

Re:

USA Compression Partners, LP

Registration Statements on Form S-1

Supplemental Response dated   December 28, 2012

File Nos. 333-174803 and 333-180551

Ladies and Gentlemen:

Set forth below is the response of USA Compression Partners, LP, a Delaware limited partnership (the “Partnership”), to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated January 3, 2013 with respect to the above referenced Registration Statements (the “Registration Statements”). The Partnership has revised the Registration Statement on Form S-1 (File No. 333-174803) (“IPO Registration Statement”) in response to the Staff’s comments and selected revised pages of the IPO Registration Statement reflecting these changes are attached.

For your convenience, the response is prefaced by the exact text of the Staff’s corresponding comment in bold text.  The response in this letter is based on representations made by the Partnership to Latham & Watkins LLP for the purpose of preparing this letter.

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.

Response: The Partnership has revised page 6 to disclose estimated ranges for costs of operations and selling and general administrative expenses.

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 assert 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.

Response:  The Partnership has revised page 6 to remove language indicating that the Partnership’s actual results could differ “materially” from the preliminary estimates, but has retained disclosure cautioning that the actual results may differ from the preliminary estimates.

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, more 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 statement.

Response: The Partnership confirms that if, prior to the effective date of the IPO Registration Statement, more precise numbers become available for the quarter ended December 31, 2012, or the Partnership’s financial statements for the most recent quarterly period become available, they will be included in the Partnership’s registration statement.

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.

Response:  The Partnership has removed the fixed charge coverage ratio from the unaudited pro forma cash available for distribution table on page 53, the estimated cash available for distribution for the year ending December 31, 2013 table on page 56 and footnote three on page 57.

Please do not hesitate to contact me by telephone at (713) 546-7459 or by fax at (713) 546-5401 or Sean T. Wheeler by telephone at (713) 546-7418 or by fax at (713) 546-5401 with any questions or comments regarding this correspondence.

Very   truly yours,

/s/   Keith Benson

Keith   Benson

of   Latham & Watkins LLP

2

cc:

J. Gregory Holloway, USA Compression   Partners, LP

Sean T. Wheeler, Latham &   Watkins LLP

Mike Rosenwasser, Vinson &   Elkins L.L.P.

E. Ramey Layne, Vinson & Elkins   L.L.P.

3

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.

CORRESP
1
filename1.htm

811 Main Street, Suite 3700

Houston, TX 77002

Tel: +1.713.546.5400 Fax: +1.713.546.5401

www.lw.com

FIRM / AFFILIATE OFFICES

Abu Dhabi

Moscow

Barcelona

Munich

Beijing

New Jersey

Boston

New York

December 28,   2012

Brussels

Orange County

Chicago

Paris

Doha

Riyadh

Dubai

Rome

Frankfurt

San Diego

Hamburg

San Francisco

Hong Kong

Shanghai

Securities and Exchange Commission

Houston

Silicon Valley

Division of Corporation Finance

London

Singapore

100 F Street, N.E., Mail Stop 7010

Los Angeles

Tokyo

Washington, D.C. 20549-7010

Madrid

Washington, D.C.

Milan

Attn:

Mara L. Ransom, Assistant Director

Division of Corporation Finance

Re:

USA Compression Partners, LP

Registration Statement on Form S-1

File No. 333-174803

Initially Filed June 9, 2011

Ladies and Gentlemen:

In regard to the above-referenced Registration Statement (the “Registration Statement”) of USA Compression Partners, LP (the “Partnership”) relating to the Partnership’s proposed initial public offering of common units (the “Offering”), the Partnership submits this letter at the request of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission.  The Partnership has revised the Registration Statement to include the price range of the Offering and the use of proceeds by the Partnership and to include the Partnership’s preliminary estimate of selected fourth quarter 2012 financial results.  Selected revised pages of the Registration Statement reflecting these changes are attached.

Please direct any questions or comments regarding the foregoing or with respect to the Registration Statement to Keith Benson at (713) 546-7459 or Sean T. Wheeler at (713) 546-7418.

Very truly yours,

/s/ Keith Benson

Keith   Benson

of   LATHAM & WATKINS LLP

cc:                                J. Gregory Holloway, USA Compression Partners, LP

Sean T. Wheeler, Latham & Watkins LLP

Mike Rosenwasser, Vinson & Elkins L.L.P.

E. Ramey Layne, Vinson & Elkins L.L.P.

2

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.

May 1, 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
 Registration Statement on Form S-1
Filed April 4, 2012 File No. 333-180551

Dear Mr. Holloway:
We have limited our review of your registra tion 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 beli eve 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act (“the Act”), please disclose  on your prospectus
cover page that you are an emerging growth  company, and revise your prospectus to
provide the following additional disclosures:

 Describe how and when a company may lose emerging growth company status;

 A brief description of the various exemptions that ar e available to you, such as
exemptions from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section
14A(a) and (b) of the Securities Exchange Act of 1934; and
 Your election under Secti on 107(b) of the Act:

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

 - If you have elected to opt out
 of the extended transition period for complying with
new or revised accounting standards pursu ant to Section 107(b) of the Act,
include a statement that the election is irrevocable; or

- If you have elected to use the extended transition period for complying with new
or revised accounting standards under Sect ion 102(b)(2)(B) of the Act, provide a
risk factor explaining that this election allows you to delay the adoption of new or
revised accounting standards that have di fferent effective dates for public and
private companies until those standards appl y to private companies.  Please state
in your risk factor that, as a result of th is election, your financial statements may
not be comparable to companies that comp ly with public company effective dates.
 Include a similar statement in your cr itical accounting policy disclosures in
MD&A.

Please make similar revisions in your regist ration statement on Form S-1 (File No. 333-
174803).

2. Please file the remaining exhibits with your ne xt amendment, or as soon as possible, to
allow us sufficient time to review such exhi bits prior to requesti ng acceleration of the
effectiveness of the registration statement.

Our Cash Distribution Policy and Rest rictions on Distributions, page 32

3. We note the statement in the transmittal le tter of your counsel dated April 3, 2012 that
you intend for the DRIP to be available as soon as possible following effectiveness of
your IPO registration statement so that interest ed unit holders can participate in the DRIP
for your first quarterly di stribution as a public comp any.  Please explain why you
determined to exclude pro forma cash avai lable for distribution for the year ended
December 31, 2011, estimated cash available for distribution for the year ending
December 31, 2012 and the related assumptions and considerations.
 Item 17. Undertakings, page II-3

4. Please revise to provide the undertakings re quired by Item 512(a)(3) and (a)(5)(b) of
Regulation S-K.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

J. Gregory Holloway USA Compression Partners, LP May 1, 2012 Page 3

 Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action 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 a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Scott String er at (202) 551-3272 or Andr ew Mew at (202) 551-3377 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Catherine Brown at (202) 551-3513 or me  at (202) 551-3720 with any other questions.

Sincerely,
         / s /  C a t h e r i n e  T .  B r o w n  f o r
Mara L. Ransom Assistant Director
cc: Sean T. Wheeler, Esq.  Latham & Watkins LLP

CORRESP
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April 3, 2012

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-4628

Attn:                    Mara L. Ransom, Assistant Director

Re:                             USA Compression Partners, LP
 Registration Statement on Form S-1
 Filed April 3, 2012

Ladies and Gentlemen:

Concurrently with the submission of this letter, USA Compression Partners, LP, a Delaware limited partnership (the “Partnership”), has filed via EDGAR a Registration Statement on Form S-1 (the “DRIP Registration Statement”) for the purpose of registering units to be issued by the Partnership under a distribution reinvestment plan (the “DRIP”).  The Partnership is currently in registration with respect to its initial public offering, for which it has filed a separate Registration Statement on Form S-1 (File No. 333-174803) (the “IPO Registration Statement”).  The contacts within the Division of Corporation Finance on the IPO Registration Statement are Scott Stringer, Staff Accountant, Andrew Mew, Accounting Branch Chief, Ronald E. Alper, Staff Attorney, Catherine Brown, Staff Attorney and Mara L. Ransom, Assistant Director.

The Partnership intends for the DRIP to be available as soon as possible following effectiveness of the IPO Registration Statement so that interested unit holders can participate in the DRIP for the Partnership’s first quarterly dividend as a public company.  The Partnership has determined not to wait for completion of its initial public offering to file the DRIP Registration Statement so that the review process on the DRIP Registration Statement could be commenced now and, if possible, be completed prior to its initial public offering.

The DRIP Registration Statement and the IPO Registration Statement are substantially similar except for disclosures related to the DRIP and the IPO, respectively.  Accordingly, the Partnership respectfully requests that review of the DRIP Registration Statement be coordinated with the review of the IPO Registration Statement.  The Partnership notes that it has received and responded to multiple rounds of comments on the IPO Registration Statement and that the review of the IPO Registration Statement appears to be nearing completion.

Please do not hesitate to contact me by telephone at (713) 546-7418 or by fax at (713) 546-5401 or Keith Benson by telephone at (415) 646-8307 or by fax at (415) 395-8095 with any questions or comments regarding this correspondence.

Very truly yours,

/s/ Sean T. Wheeler

Sean T. Wheeler

of Latham & Watkins LLP

cc:                                 J. Gregory Holloway, USA Compression Partners, LP

Keith Benson, Latham & Watkins LLP

2

CORRESP
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Washington, D.C. 20549-4628

Milan

Attn:                    Ronald E. Alper, Staff Attorney

Re:                             USA Compression Partners, LP
 Amendment No. 3 to Registration Statement on Form S-1
 File No. 333-174803
 Filed November 18, 2011

Ladies and Gentlemen:

Set forth below is the response of USA Compression Partners, LP, a Delaware limited partnership (the “Partnership”), to the comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated January 5, 2012 with respect to the above referenced Registration Statement (the “Registration Statement”).

Concurrently with the submission of this letter, the Partnership has filed through EDGAR Amendment No. 4 to the Registration Statement (“Amendment No. 4”).  For your convenience, four copies of this letter, as well as four copies of Amendment No. 4 marked to show all changes made since the filing of Amendment No. 3 to the Registration Statement, will be hand delivered to your offices.

For your convenience, the response is prefaced by the exact text of the Staff’s corresponding comment in bold text.  All references to page numbers and captions correspond to Amendment No. 4, unless otherwise indicated.  The response in this letter is based on representations made by the Partnership to Latham & Watkins LLP for the purpose of preparing this letter.

Our Cash Distribution Policy and Restrictions on Distributions, page 47

Assumptions and Considerations, page 55

Selling, general and administrative expense, page 57

1.                                     You state on page 125 that in connection with the closing of this offering, the general partner intends to adopt a 2011 Long-Term Incentive Plan, or LTIP, primarily for the

benefit of your subsidiaries and your general partner’s eligible officers, employees and directors.  We assume that you have not included any expense related to these possible LTIP awards since no final decision has been made.  If our assumption is correct, please disclose this as one of your assumptions underlying your forecasted amount of operating and administrative expenses so that investors may better understand how a decision on this matter may impact your estimated cash distributions.

Response:  The Partnership has revised the disclosure in Amendment No. 4 on page 57 to clarify that expenses related to awards under the LTIP have not been included in the Partnership’s forecasted amount of selling, general and administrative expense.

Please do not hesitate to contact me by telephone at (713) 546-7459 or by fax at (713) 546-5401 or Sean T. Wheeler by telephone at (713) 546-7418 or by fax at (713) 546-5401 with any questions or comments regarding this correspondence.

Very truly yours,

/s/ Keith Benson

Keith Benson

of Latham & Watkins LLP

cc:                                J. Gregory Holloway, USA Compression Partners, LP

Sean T. Wheeler, Latham & Watkins LLP

Mike Rosenwasser, Vinson & Elkins L.L.P.

E. Ramey Layne, Vinson & Elkins L.L.P.

2

January 5, 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. 3 to Registra tion Statement on Form S-1
Filed December 21, 2011 File No. 333-174803

Dear Mr. Holloway:
We have reviewed your registration statemen t and have the following comment.  In our
comment, 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.  If you do not believe  our comment applies 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 re gistration statement and the information you
provide in response to this comment, we may have additional comments.

Our Cash Distribution Policy and Rest rictions on Distributions, page 47

 Assumptions and Considerations, page 55

 Selling, general and administ rative expense, page 57

1. You state on page 125 that in  connection with the closing of this offering, the general
partner intends to adopt a 2011 Long-Term In centive Plan, or LTIP, primarily for the
benefit of your subsidiaries and your general partner’s elig ible officers, employees and
directors.  We assume that  you have not included any expe nse related to these possible
LTIP awards since no final decision has been ma de.  If our assumption is correct, please
disclose this as one of your assumptions underlying your forecasted amount of operating

J. Gregory Holloway USA Compression Partners, LP January 5, 2012 Page 2

 and administrative expenses so that invest ors may better understand how a decision on
this matter may impact your estimated cash distributions.

You may contact Scott String er, 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 Ronald E. Alper, Staff Attorney, at (202)
551-3329, Catherine Brown, Staff Attorney, at (202)  551- 3513, or me, at (202) 551-3 720, with
any other questions.
Sincerely,
         / s /  C a t h e r i n e  T .  B r o w n  f o r
Mara L. Ransom Assistant Director
cc:  Sean T. Wheeler, Esq.        Latham & Watkins LLP

CORRESP
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Tel: +1.713.546.5400 Fax: +1.713.546.5401

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Attn:                    Ronald E. Alper, Staff Attorney

Re:                             USA Compression Partners, LP
 Amendment No. 2 to Registration Statement on Form S-1
 File No. 333-174803
 Filed November 18, 2011

Ladies and Gentlemen:

Set forth below is the response of USA Compression Partners, LP, a Delaware limited partnership (the “Partnership”), to the comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated December 13, 2011 with respect to the above referenced Registration Statement (the “Registration Statement”).

Concurrently with the submission of this letter, the Partnership has filed through EDGAR Amendment No. 3 to the Registration Statement (“Amendment No. 3”).  For your convenience, four copies of this letter, as well as four copies of Amendment No. 3 marked to show all changes made since the filing of Amendment No. 2 to the Registration Statement, will be hand delivered to your offices.

For your convenience, the response is prefaced by the exact text of the Staff’s corresponding comment in bold text.  All references to page numbers and captions correspond to Amendment No. 3, unless otherwise indicated.  The response in this letter is based on representations made by the Partnership to Latham & Watkins LLP for the purpose of preparing this letter.

Amendment No. 2 to Registration Statement on Form S-1

Historical Financial Statements, page F-10

Notes to Consolidated Financial Statements — December 31, 2010, 2009, 2008, page F-15

(1) The Partnership, Nature of Business, and Recent Transactions, page F-17

1.                                       We note your response to prior comment seven of our letter dated August 30, 2011. Your disclosure on page F-17 characterizes amounts paid by the target related to shared-based compensation and the broker’s fees as “acquisition related costs.” Since that term is defined by ASC 805-10-25-23 as the costs the acquirer incurs to effect a business combination and has a specific accounting treatment, please consider your choice of terminology so that there is no confusion in the use of “acquisition related costs.” Additionally, we note that your disclosure states that these costs were not recognized in the consolidated statement of operations. In view of making it clear that such items have been excluded from all income statements presented, please provide disclosures explaining how and why these costs were recorded as part of the exchange or, the black line, summarizing the presentation described in your response.

Response:  The Partnership has revised the disclosure in Amendment No. 3 on page F-17 to remove the terminology “acquisition related costs.”  Additionally the Partnership has included additional disclosure describing how and why these costs were recorded as part of the exchange, and summarized the presentation of such items in the 2010 financial statements.

Please do not hesitate to contact me by telephone at (713) 546-7459 or by fax at (713) 546-5401 or Sean T. Wheeler by telephone at (713) 546-7418 or by fax at (713) 546-5401 with any questions or comments regarding this correspondence.

Very truly yours,

/s/ Keith Benson

Keith Benson

of Latham & Watkins LLP

cc:                                 J. Gregory Holloway, USA Compression Partners, LP

Sean T. Wheeler, Latham & Watkins LLP

Mike Rosenwasser, Vinson & Elkins L.L.P.

E. Ramey Layne, Vinson & Elkins L.L.P.

2

December 13, 2011   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. 2 to Registra tion Statement on Form S-1
Filed November 18, 2011 File No. 333-174803

Dear Mr. Holloway:
We have reviewed your amende d registration statement and have the following comment.
Please respond to this letter by amending your re gistration statement and providing the requested
information.  If you do not believe our comment a pplies 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 re gistration statement and the information you
provide in response to this comment, we may have additional comments.

Historical Financial Statements, page F-10

Notes to Consolidated Financial Statements — December 31, 2010, 2009, 2008, page F-15

(1)The Partnership, Nature of Business,  and Recent Transactions, page F-17

1. We note your response to prior comment seve n of our letter dated August 30, 2011.  Your
disclosure on page F-17 characterizes amounts paid by the target rela ted to shared-based
compensation and the broker’s fees as “acquisiti on related costs.”  Since that term is
defined by ASC 805-10-25-23 as the costs the acquirer incu rs to effect a business
combination and has a specific accounting tr eatment, please consider your choice of
terminology so that there is no confusion in  the use of “acquisition related costs.”
Additionally, we note that your disclosure stat es that these costs we re not recognized in
the consolidated statement of operations.

J. Gregory Holloway USA Compression Partners, LP  December 13, 2011 Page 2

 In view of making it clear that such items have been excluded from all income statements
presented, please provide disclo sures explaining how and why these costs were recorded
as part of the exchange or, the black line,  summarizing the presenta tion described in your
response.

You may contact Scott String er, 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 Ronald E. Alper, Staff Attorney, at (202)
551-3329, Lilyanna Peyser, Staff Attorney, at (2 02) 551- 3272, or me, at  (202) 551-3720, with
any other questions.
Sincerely,
         / s /  L i l y a n n a  L .  P e y s e r  f o r
Mara L. Ransom Assistant Director
cc:  Sean T. Wheeler, Esq.
       Latham & Watkins LLP

CORRESP
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Attn:                   Ronald E. Alper, Staff Attorney

Re:                            USA Compression Partners, LP
 Amendment No. 1 to Registration Statement on Form S-1
 File No. 333-174803
 Filed August 8, 2011

Ladies and Gentlemen:

Set forth below are the responses of USA Compression Partners, LP, a Delaware limited partnership (the “Partnership”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated August 30, 2011 with respect to the above referenced Registration Statement (the “Registration Statement”).

Concurrently with the submission of this letter, the Partnership has filed through EDGAR Amendment No. 2 to the Registration Statement (“Amendment No. 2”).  For your convenience, four copies of this letter, as well as four copies of Amendment No. 2 marked to show all changes made since the filing of Amendment No. 1 to the Registration Statement, will be hand delivered to your offices.

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold text.  All references to page numbers and captions correspond to Amendment No. 2, unless otherwise indicated.  The responses in this letter are based on representations made by the Partnership to Latham & Watkins LLP for the purpose of preparing this letter.

Amendment No. 1 to Registration Statement on Form S-1

Summary, page 1

1.                                      We note your response to comment nine in our letter dated July 7, 2011, as well as your

assertion that you “believe [you] are one of the largest independent providers of compression services in the U.S.” Please revise to provide the basis of such belief, such as your experience in the industry or a review of the public filings of your competitors, as well as the metric you are using in making this evaluation.

Response:  The Partnership has revised the disclosure in Amendment No. 2 on pages 1, 76 and 98 to clarify that the assertion that the Partnership is one of the largest independent providers of compression services in the U.S. in terms of available compression unit horsepower is based upon the Partnership management’s significant experience in the industry.

Capitalization, page 44

2.                                      Refer to the head note for “as adjusted.” We note your reference to sections under “Summary — Partnership Structure and Offering Related Transactions” and the “Use of Proceeds” in explaining for what has been adjusted. In the next amendment, please provide full disclosures to enhance transparency on what has been adjusted rather than just citing the relevant sections.

Response:  The Partnership has revised the lead in text and footnotes to the capitalization table on page 44 of Amendment No. 2 to provide disclosure of specific events for which adjustments have been made that are reflected in the “as adjusted” column.

Management of USA Compression Partners, LP, page 109

3.                                      We note your response to comment 21 in our letter dated July 7, 2011. Please provide disclosure which clarifies the relationship between the discussion of conflicts here and the discussion which begins on page 130, such as a cross reference to the latter discussion.

Response: The Partnership has revised page 110 of Amendment No. 2 to add a cross reference to the discussion of conflicts that begins on page 131.

Security Ownership of Certain Beneficial Owners and Management, page 126

4.                                      Please revise footnote (1) to clarify which natural persons have voting and/or investment power over the shares held by USA Compression Holdings.

Response: The Partnership has revised footnote (1) on page 127 of Amendment No. 2 to clarify that the board of managers of USA Compression Holdings exercises investment discretion and control over the units held by USA Compression Holdings.

Unaudited Pro Forma Financial Statements, page F-2

(2) Pro Forma and Adjustments, page F-6

2(f) and 2(h), pages F-6 and F-7

5.                                      We note your response to comment 36 in our letter dated July 7, 2011. Adjustments 2(f), 2(h) and 2(i) appear to be more akin to anticipated events and an extension of the notion of directly attributable. Please revise your presentation to remove these adjustments. Refer to Rule 11-02(b)(6) of Regulation S-X.

2

Response:  The Partnership has revised its presentation of and footnote 2 to the Unaudited Pro Forma Financial Statements to exclude the adjustments previously noted in 2(f), 2(h) and 2(i) in accordance with Rule 11-02(b)(6) of Regulation S-X.

6.                                      Refer to the table within footnote 2(g). Please revise caption from “Predecessor” to “Predecessor/Historical” in next amendment to Form S-1.

Response: The Partnership has revised page F-7 as requested.

Historical Financial Statements, page F-10

Notes to Consolidated Financial Statements — December 31, 2010, 2009, 2008, page F-15

(1)The Partnership, Nature of Business, and Recent Transactions, page F-17

7.                                      We note your response to comment 42 in our letter dated July 7, 2011 and your reliance on the guidance within ASC 805-20-55-50 for not recording the $3,906,716 in stock compensation expense and $4,906,870 in acquisition related costs in the predecessor period. It also appears that you have not recorded these material expenses in the successor period financial statements. We are unclear how the cited authoritative accounting literature is on point in terms of supporting the accounting for the stock compensation expenses and the acquisition related costs in your situation. In this regard, please explain to us and disclose in more detail, the facts and circumstances surrounding the stock compensation expense and the acquisition related costs including whether the acquirer or acquiree initiated and incurred the charges. Also explain to us exactly the meaning of your statement that “… $8,703,588 of costs has been reflected on the black line” and the related accounting. Advise us how you consider the guidance within ASC 805-10-55-18, ASC 805-30-55-6 to 13 and ASC 718-20-35-7 to 8 in supporting your accounting. We may have further comments.

Response: Upon the consummation of the acquisition of the Partnership by Holdings, all unvested incentive stock awards previously issued by the Partnership fully vested pursuant to their original terms and $3,906,716 of previously unrecognized compensation cost related to these awards was triggered.  Additionally, a broker fee of $4,906,870 was paid to an unrelated party upon consummation of the acquisition.  Both of these costs were contingent upon the consummation of the business combination.

The implementation guidance in ASC 805-20-55-50 to 51 states that, “An entity that has agreed to a business combination may develop a plan to terminate certain employees. The plan will be implemented only if the combination is consummated, but the entity assesses the likelihood of the combination to be probable. In this circumstance, when terminated, the employees will be entitled to termination benefits under a preexisting plan or contractual relationship. The termination of the employees also may affect the entity’s assumptions in estimating its obligations for pension benefits, other postretirement benefits, and postemployment benefits; that is, the termination of the employees may trigger curtailment losses or the recording of a contractual termination benefit.  The liability for the contractual termination benefits and the curtailment losses under employee benefit plans that will be triggered by the consummation of the business combination shall not be recognized when it is probable that the business combination will be consummated; rather it shall be recognized when the business combination is consummated.”

3

The Partnership understands that there is agreement in practice that this guidance sets forth a general principle interpreting when costs that are contingent on a business combination should be deemed to be probable and sets that as of the date of consummation.  However, the Partnership is aware that there is diversity in practice regarding how this guidance should be applied when there are predecessor/successor financial statements as a result of push down accounting, as is the Partnership’s case. (If there were no push down accounting, the Partnership understands that the practice would be to record the charges in the period that includes consummation of the business combination.)  Some, including the Partnership, believe that these costs in the context of predecessor/successor financial statements as a result of push down accounting should not be recorded in either the predecessor or successor period.  The basis for this view is that the predecessor financial statements depict the results up to and just prior to consummation of the business combination and, therefore, it would violate the guidance in ASC 805-20-55-50 to 51 to record in the predecessor financial statements any costs that are contingent on consummation of a business combination.  Others believe that the costs should be recorded as the final charges in the predecessor period.  The basis for this view is that the predecessor financial statements are through a point in time just prior to consummation such that there is no uncertainty that the business combination will be consummated.

Before adopting this accounting policy, the Partnership discussed this issue with its auditors, KPMG LLP, who also consulted with KPMG’s National Office.  We have attached an excerpt from KPMG’s publication, Share-Based Payment, An Analysis of Statement No. 123R, which explains these views and also indicates that KPMG’s position is that the approach adopted by the Partnership is preferable based on the existing authoritative guidance.  From the Partnership’s discussions with Jeff Jones, Partner in KPMG’s National Office, the Partnership understands that of the Big 4 Firms, two (including KPMG) support either the accounting policy that the Partnership has adopted or the alternative view and two support only the alternative view.

An outcome of the policy that the Partnership adopted is that the costs are appropriately not recorded in either the predecessor period or in the successor period.  However, the effects of the costs are recorded in purchase accounting.  In the Partnership’s response to comment 42 to the Staff’s letter dated July 7, 2011, the Partnership referred to this as the costs being reflected “on the black line.”  These costs and the related accounting treatment have been described and disclosed in note (1) to the Partnership’s audited consolidated financial statements to highlight to readers that there are costs that have not been recorded in either period’s income statement:

The Partnership has determined that any cost that is a direct consequence of the consummation of the business combination should not be recognized until consummation occurs, and would not be recognized in the period preceding the business combination. Accordingly, $3,906,716 of stock based compensation expense and $4,906,870 of acquisition related costs which were triggered by the consummation of the acquisition of the Partnership have not been recognized in the consolidated statement of operations for the year ended December 31, 2010.

4

The Partnership also considered several other paragraphs in the Accounting Standards Codification.  ASC 805-10-55-18 discusses how to determine if transactions are considered to be part of the exchange for the acquiree or separate from the business combination, from the perspective of the acquirer.  For the Partnership’s share options, vesting was accelerated upon the change in control pursuant to the original terms of the awards.  For the Partnership’s acquisition-related costs, success fees paid to a broker are routine transactions for companies in the process of exploring a sale of the company.  The Partnership determined that there are no indicators that these transactions were entered into for the benefit of the acquirer and thus, based upon an analysis of the factors described in ASC 805-10-55-18, the Partnership concluded that these charges should be considered as part of the exchange.  Accordingly, this guidance supports the Partnership’s conclusion to record these costs as part of the business combination and not as part of the successor period income statement.

ASC 805-30-55-6 to 13 describes the accounting for replacement shares in a business combination, also from the perspective of the acquirer.  The Partnership determined that this guidance is not relevant to the transactions discussed above, as the incentive stock awards were not replaced, but rather were fully settled at intrinsic value upon the consummation of the business combination.  If this guidance were to be applied by analogy, the Partnership considered the scenario described in ASC 805-30-55-18 to 19 to be the closest analogy.  In that example, the entire acquisition date fair value of the old awards is allocated to the precombination period in purchase accounting.  This example illustrates a situation in which the fair value of the new award is higher than the fair value of the old award.  In the Partnership’s case, the award was settled at intrinsic value and, therefore, this situation did not exist.

The Partnership also considered ASC 718-20-35-7, which discusses the accounting for repurchases or cancellation of equity awards.  It requires any remaining unamortized compensation cost to be recognized in addition to any consideration paid in excess of the fair value of the award.  In the Partnership’s case, there was no consideration paid in excess of the fair value of the awards and, as described above, the Partnership determined not to record the unamortized compensation cost in the predecessor period.  ASC 718-20-35-8 discusses the accounting for the cancellation and replacement of an award.  The Partnership’s awards were settled in the business combination and, accordingly, the Partnership concluded that this guidance was not applicable.  The Partnership also considered the guidance in ASC 718-20-35-6, which addresses the accounting for the exchange of share-based compensation in a business combination and concludes that such exchanges should be accounted for as modifications.  For the reasons described above, the Partnership concluded not to record the effects of the business combination in the predecessor period.   In addition, the discussion of ASC 805-30-55-6 to 13 above addresses the Partnership’s analysis with respect to the accounting for the equity awards in purchase accounting.

5

Excerpt from KPMG’s Share-Based Payment - An Analysis of Statement No. 123R (ASC Topic 718; ASC Subtopic 505-50)

Other Issues Related to Share-Based Payment Awards Issued

Change in Control Provisions

9.009 The acquired enterprise’s share-based payment plan may include a provision that provides for the acceleration of vesting of outstanding unvested share-based awards held by employees in the event of a business combination in which the acquired enterprise is purchased by another enterprise (i.e., a 

August 30, 2011  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. 1 to Registra tion Statement on Form S-1
Filed August 8, 2011 File No. 333-174803

Dear Mr. Holloway:
We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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.  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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Summary, page 1

1. We note your response to comment nine in our letter dated July 7, 2011, as well as your
assertion that you “believe [you] are one of the larges t independent providers of
compression services in the U.S.”  Please revise  to provide the basis of such belief, such
as your experience in the industry or a review  of the public filings of your competitors, as
well as the metric you are using in making this evaluation.

J. Gregory Holloway USA Compression Partners, LP August 30, 2011 Page 2

 Capitalization, page 44

2. Refer to the head note for “as  adjusted.”  We note your reference to sections under
“Summary – Partnership Structure and Offeri ng Related Transactions” and the “Use of
Proceeds” in explaining for what has been ad justed.  In the next amendment, please
provide full disclosures to enhance transparen cy on what has been adjusted rather than
just citing the relevant sections.

Management of USA Compre ssion Partners, LP, page 109

3. We note your response to comment 21 in our letter dated July 7, 2011.  Please provide
disclosure which clarifies the relationship be tween the discussion of  conflicts here and
the discussion which begins on page 130, such  as a cross reference to the latter
discussion.
 Security Ownership of Certain Benefi cial Owners and Management, page 126

4. Please revise footnote (1) to clarify which na tural persons have voting and/or investment
power over the shares held by USA Compression Holdings.

Unaudited Pro Forma Financial Statements, page F-2

(2) Pro Forma and Adjustments, page F-6

2(f) and 2(h), pages F-6 and F-7

5. We note your response to comment 36 in our le tter dated July 7, 2011.  Adjustments 2(f),
2(h) and 2(i) appear to be more akin to an ticipated events and an extension of the notion
of directly attributable.  Pl ease revise your presentation to remove these adjustments.
Refer to Rule 11-02(b)(6) of Regulation S-X.

6. Refer to the table within footnote 2(g).  Please revise caption from “Predecessor” to
“Predecessor/Historical” in next amendment to Form S-1.
 Historical Financial Statements, page F-10

 Notes to Consolidated Financial Statements – December 31, 2010, 2009, 2008, page F-15

 (1)The Partnership, Nature of Business,  and Recent Transactions, page F-17

7. We note your response to comment 42 in our letter dated July 7, 2011 and your reliance
on the guidance within ASC 805-20-55-50 for not recording the $3,906,716 in stock
compensation expense and $4,906,870 in acquisi tion related costs in the predecessor
period.  It also appears that you have not recorded these material expenses in the

J. Gregory Holloway USA Compression Partners, LP August 30, 2011 Page 3

 successor period financial stat ements.  We are unclear how the cited authoritative
accounting literature is on point in terms of supporting the accounting for the stock
compensation expenses and the acq uisition related costs in your situation.  In this regard,
please explain to us and disclo se in more detail, the fact s and circumstances surrounding
the stock compensation expense and the acqui sition related costs including whether the
acquirer or acquiree initiated a nd incurred the charges.  Also  explain to us exactly the
meaning of your statement that “… $8,703,588 of  costs has been reflected on the black
line” and the related accounti ng. Advise us how you consider the guidance within ASC
805-10-55-18, ASC 805-30-55-6 to 13 and AS C 718-20-35-7 to 8 in supporting your
accounting. We may have further comments.

You may contact Scott String er, 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 Ronald E. Alper, Staff Attorney, at (202)
551-3329, Lilyanna Peyser, Staff Attorney, at (2 02) 551- 3272, or me, at  (202) 551-3720, with
any other questions.
Sincerely,
         / s /  L i l y a n n a  L .  P e y s e r  f o r

James Allegretto Senior Assistant Chief Accountant
cc:  Sean T. Wheeler, Esq.        Latham & Watkins LLP

CORRESP
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Attn:

Ronald E. Alper, Staff Attorney

Re:

USA Compression Partners, LP
   Registration Statement on Form S-1
   File No. 333-174803
   Filed June 9, 2011

Ladies and Gentlemen:

Set forth below are the responses of USA Compression Partners, LP, a Delaware limited partnership (the “Partnership”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated July 7, 2011 with respect to the Partnership’s Form S-1 initially filed with the Commission on June 9, 2011, File No. 333-174803 (the “Registration Statement”).

Concurrently with the submission of this letter, the Partnership has filed through EDGAR Amendment No. 1 to the Registration Statement (“Amendment No. 1”).  For your convenience, four copies of this letter, as well as four copies of Amendment No. 1 marked to show all changes made since the initial filing of the Registration Statement, will be hand delivered to your offices.

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold text.  All references to page numbers and captions correspond to Amendment No. 1, unless otherwise indicated.  The responses in this letter are based on representations made by the Partnership to Latham & Watkins LLP for the purpose of preparing this letter.

Form S-1 Filed June 9, 2011

General

1.             We note a number of blank spaces throughout your registration statement for information

that may not properly be excluded under Rule 430A of Regulation C.  Provide all information required with respect to a bona fide offering price range, the number of common units and all other information left blank in your prospectus that you are not permitted to omit pursuant to Rule 430A as soon as practicable.  Please allow us sufficient time to review your complete disclosure prior to any distribution of preliminary prospectuses.

Response: The Partnership acknowledges the Staff’s comment and will provide in future amendments all information in the Registration Statement that may not be excluded under Rule 430A of Regulation C. The Partnership will allow sufficient time for the Staff to review the complete disclosure and for the Partnership to respond to any comments that may result from the Staff’s review prior to the distribution of the preliminary prospectus.

2.             Please update all information in the prospectus to the most recent practicable date.

Response:  The Partnership acknowledges the Staff’s comment, and has updated all information in Amendment No. 1 as of the most recent practicable date.

3.             Prior to the effectiveness of this registration statement, please have a representative of the Financial Industry Regulatory Authority confirm to us that they have completed their review, including their review regarding the underwriting compensation terms and arrangements pertaining to this offering.

Response: The Partnership acknowledges the Staff’s comment.

4.             Please provide us with any gatefold information such as pictures, graphics or artwork that will be used in the prospectus.

Response: The Partnership acknowledges the Staff’s comment and will provide copies of all pictures, graphics or artwork the Partnership proposes to include in the prospectus prior to distribution of the preliminary prospectus.

5.             Please disclose the underwriters for this offering.  We will not continue to process the filing if the next amendment does not include such information.

Response: The Partnership has revised the cover page of the prospectus and the “Underwriting” section beginning on page 176 of Amendment No. 1 to identify the underwriters for this offering.

6.             Please provide a description of the Amended and Restated Limited Liability Company Agreement of USA Compression GP, LLC, which is included as an exhibit.

Response: The Partnership has revised page 109 of Amendment No. 1 to include a description of the Amended and Restated Limited Liability Company Agreement of USA Compression GP, LLC.

7.             Please provide a description, and include as an exhibit, the Amended and Restated Limited Liability Company Agreement of USA Compression Holdings, LLC.

Response: As set forth on page 8 of the Registration Statement, USA Compression Holdings,

2

LLC’s relationship to the Partnership following the closing of the offering will be limited to its ownership of common and subordinated units of the Partnership and its ownership of USA Compression GP, LLC, the Partnership’s General Partner.  Accordingly, the Partnership does not believe that the Amended and Restated Limited Liability Company Agreement of USA Compression Holdings, LLC is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K, “articles” or “bylaws” within the meaning of Item 601(b)(3) of Regulation S-K or an “instrument defining the rights of security holders” within the meaning of Item 601(b)(4) of Regulation S-K, and has not filed it as an exhibit to the Registration Statement or summarized its terms therein.

8.             In an appropriate place, please clarify whether USA Compression Holdings, LLC holds all of your limited partner interests; if not, please provide further disclosure regarding your current ownership structure.

Response: The Partnership has revised page 7 of Amendment No. 1 to clarify that, prior to completion of the offering, USA Compression Holdings, LLC holds all of the Partnership’s limited partner interests.

Summary, page 1

9.             Please disclose the basis for your assertions about your or your affiliates’ competitive position within your industry.  As examples only, and not an exhaustive list:

·      You state on pages 1, 76 and 97 that you are “one of the largest independent providers of compression services in the U.S.”

·      You refer on pages 76 and 77 to your operation “in some of the fastest growing U.S. natural gas shale plays.”

·      You refer to your “superior service run times” on page 78.

If the statement is based on a study, article or report, please disclose the source of the information in your filing and provide copies of these documents to us supplementally, appropriately marked to highlight the sections relied upon.  If you funded or were otherwise affiliated with any such study or report, please disclose this.  Note that if any of this information was prepared by a third party for inclusion in this registration statement, you should file the consent of such party as an exhibit.  Otherwise, please confirm that these sources are widely available to the public.  If you do not have appropriate independent support for a statement, please revise the language to make clear that this is your belief based on your experience in the industry, if true.

Response: The Partnership has revised pages 1, 76, 78 and 97 of Amendment No. 1 to clarify that the assertions identified by the Staff were made on the basis of the Partnership’s belief.

The Partnership has also revised pages 2 and 76 of Amendment No. 1 to reference the U.S. Energy Information Administration report that is the basis of the referenced assertions.

10.           Please provide citations to the relevant U.S. Energy Information Agency reports so that investors may refer to them.  Please also provide us supplementally with such reports, appropriately marked to highlight the sections relied upon.

3

Response: The Partnership has revised pages 2, 3, 76, 77 and 97 of Amendment No. 1 to include citations to the relevant U.S. Energy Information Agency report. The Partnership will provide the Staff copies of the relevant U.S. Energy Information Agency report supplementally, marked to highlight the sections relied upon.

Business Strategies, page 3

Pursue accretive acquisition opportunities, page 3

11.           Please indicate, here and elsewhere as appropriate, whether you have engaged in any discussions or otherwise identified any potential acquisition targets.  We note that you indicate on page 23 that you have not actively pursued acquisitions previously.

Response: The Partnership has revised pages 4 and 23 of Amendment No. 1 in response to the Staff’s comment.

Competitive Strengths, page 4

12.           If you choose to highlight your company’s competitive strengths in the summary, please balance that disclosure with a discussion of the principal competitive challenges facing the company.

Response: The Partnership has revised page 5 of Amendment No. 1 in response to the Staff’s comment.

Our Management, page 9

13.           Please briefly describe and quantify the general partner’s and its affiliates’ fees and expenses that are paid prior to the distributions.  Make similar disclosures elsewhere in the filing as applicable.  Refer to Securities Act Release No.  33-6900.

Response: As disclosed on page 9 of Amendment No. 1, the Partnership’s general partner will not receive any management fee or other compensation in connection with the management of the Partnership’s business or the offering, but the Partnership’s general partner will be entitled to reimbursement of all direct and indirect expenses incurred on the Partnership’s behalf.  The Partnership has revised page 9 of Amendment No. 1 to provide disclosure regarding an estimate of those expenses for the twelve months ending September 30, 2012 (with the actual estimate to be included in a subsequent amendment once determined).

Risk Factors, page 20

Risks Inherent in an Investment in Us, page 30

USA Compression Holdings may sell units..., page 36

14.           You refer to a section entitled “Certain Relationships and Related Party Transactions – Agreements with Affiliates – Registration Rights Agreement,” however, we do not see the section.  Please advise.

4

Response: The Partnership has revised page 36 of Amendment No. 1 to correct this cross-reference.

Our Cash Distribution Policy and Restrictions on Distributions, page 46

15.           Please describe in greater detail the operating fees and expenses paid to the general partner and quantify these payments here and elsewhere in the filing as applicable.  Refer to Securities Act Release No. 33-6900.

Response: The Partnership has revised “Our Cash Distribution Policy and Restrictions on Distributions—General—Limitations on cash distributions and our ability to change our cash distribution policy” on page 47 of Amendment No. 1 to clarify that the Partnership’s general partner will be entitled to reimbursement of all direct and indirect expenses incurred on the Partnership’s behalf, and to provide disclosure regarding an estimate of those expenses for the twelve months ending September 30, 2012 (with the actual estimate to be included in a subsequent amendment once determined).

Our Minimum Quarterly Distribution, page 47

16.           You state that the actual amounts of distributions were based on the amount of cash you generate from your business as well as the amount of cash reserves your general partner established in accordance with the partnership agreement.  Please tell us and disclose how much of the cash reserves you plan to establish and how they were determined here and elsewhere in the filing.

Response: The board of directors of the Partnership’s general partner is entitled to establish reserves on the Partnership’s behalf for the prudent conduct of its business and for future cash distributions to its unitholders. The Partnership has revised page 49 of Amendment No. 1 to clarify that the Partnership does not intend to establish cash reserves as of the closing of this offering or during the twelve months ending September 30, 2012.

Estimated Cash Available for Distribution for the Twelve Months Ending September 30, 2012, page 51

17.           We note that the most recent historical and pro forma financial statements for the three months period ended March 31, 2011.  In that regard, we are unclear why it is appropriate to present the forecasted estimated adjusted EBITDA as well as the estimated cash available for distribution for the twelve month periods ended September 30, 2012.  We believe it is very difficult, if possible, to reasonably project financial information for any forecasted period more than twelve months from the most recent historical financial statements presented.  As such, we believe you should consider revising the statement to cover the twelve months from the most recent historical financial statements presented such as presenting the statement for the period ended March 31, 2012 with respect to this filing as opposed to the same period ended September 30, 2012.

Response: The Partnership believes that providing an estimate of cash available for distribution for a twelve-month period that commences closer to the marketing and closing of the offering (currently estimated to occur in mid to late September 2011) provides more meaningful prospective information to potential investors than forecasting for an earlier period (i.e., for the twelve months ending June 30,

5

2012).  In addition, given the long-term nature of the Partnership’s customer relationships, the amount of revenue currently under contract with existing customers and expected to be under contract through September 30, 2012, the Partnership’s history of maintaining high utilization rates, and the Partnership’s management’s substantial experience in the compression services industry, the Partnership believes that its ability to forecast financial information for the twelve months ending September 30, 2012 is not significantly different from its ability to forecast financial information for the twelve months ending June 30, 2012.  Therefore, the Partnership believes that it is appropriate to present its estimate of cash available for distribution for a twelve-month period ending September 30, 2012.

18.           We are unclear why you did not provide for cash reserves reduction to estimated adjusted EBITDA on page 53 to arrive at estimated cash available for distribution.  Please advise us or revise.

Response: The Partnership does not anticipate creating or contributing to any cash reserves during the twelve months ending September 30, 2012.

19.           Explain to us why you did not subtract principal re-payments in connection with your long-term debt for the period to arrive at the estimated cash available for distribution or revise.

Response:  The Partnership’s long-term debt is comprised solely of a revolving credit facility with a maturity date of October 5, 2015.  Until the maturity date, no principal repayments are required by the credit agreement governing this credit facility.  As a result, the Partnership has not subtracted any principal repayments from the Partnership’s estimated cash available for distribution.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 76

Financial Results of Operations, page 83

Three months ended March 31, 2011 compared to the three months ended March 31, 2011, page 83

20.           Refer to the table that summarizes the operating results for the periods presented.  Please label the column headers as predecessor and successor and distinguish the two reporting periods with a heavy black line.

Response:  The Partnership has revised pages 8

July 7, 2011
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 Statement on Form S-1
Filed June 9, 2011 File No. 333-174803

Dear Mr. Holloway:
We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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.  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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

1. We note a number of blank spaces throughout yo ur registration statement for information
that may not properly be excluded under Ru le 430A of Regulation C.  Provide all
information required with respect to a bona fide offering price ra nge, the number of
common units and all other information left blank in your prospectus that you are not
permitted to omit pursuant to Rule 430A as  soon as practicable.  Please allow us
sufficient time to review your complete disclosu re prior to any distri bution of preliminary
prospectuses.
2. Please update all information in the prospect us to the most rece nt practicable date.

J. Gregory Holloway USA Compression Partners, LP July 7, 2011 Page 2

3. Prior to the effectiveness of this registration statement, please have a representative of the
Financial Industry Regulatory Authority confir m to us that they have completed their
review, including their review regarding the underwriting compensation terms and
arrangements pertaining to this offering.

4. Please provide us with any gatefold information such as pictures, gra phics or artwork that
will be used in the prospectus.

5. Please disclose the underwriters for this offe ring.  We will not continue to process the
filing if the next amendment does not include such information.
6. Please provide a description of the Amende d and Restated Limited Liability Company
Agreement of USA Compression GP, LLC, which is included as an exhibit.

7. Please provide a description, and include as  an exhibit, the Amended and Restated
Limited Liability Company Agreemen t of USA Compression Holdings, LLC.

8. In an appropriate place, please clarify whether USA Compression Holdings, LLC holds
all of your limited partner interests; if not, please provide further disclosure regarding
your current ownership structure.

Summary, page 1

9. Please disclose the basis for your assertions about your or your affiliates’ competitive
position within your industry.  As exam ples only, and not an exhaustive list:

 You state on pages 1, 76 and 97 that you are “one of the largest independent
providers of compression services in the U.S.”
 You refer on pages 76 and 77 to your opera tion “in some of the fastest growing
U.S. natural gas shale plays.”
 You refer to your “superior service run times” on page 78.

If the statement is based on a study, article or  report, please disclose the source of the
information in your filing and provide copies  of these documents to us supplementally,
appropriately marked to highlight the s ections relied upon.  If you funded or were
otherwise affiliated with any such study or report, please disclose this.  Note that if any of this information was prepared by a third party for inclusion in this registration statement,
you should file the consent of such party as an  exhibit.  Otherwise, please confirm that
these sources are widely available to the public.  If you do not have appropriate
independent support for a statemen t, please revise the language to  make clear that this is
your belief based on your experien ce in the industry, if true.

J. Gregory Holloway USA Compression Partners, LP July 7, 2011 Page 3

 Natural Gas Compression Fundamentals, page 2

10. Please provide citations to the relevant U.S.  Energy Information Agency reports so that
investors may refer to them.  Please also pr ovide us supplementally with such reports,
appropriately marked to highlight the sections relied upon.
Business Strategies, page 3

 Pursue accretive acquisiti on opportunities, page 3

11. Please indicate, here and elsewhere as appr opriate, whether you have engaged in any
discussions or otherwise identi fied any potential acquisition targets.  We note that you
indicate on page 23 that you have not act ively pursued acquisitions previously.
 Competitive Strengths, page 4

12. If you choose to highlight your company’s comp etitive strengths in the summary, please
balance that disclosure with a discussion of  the principal competi tive challenges facing
the company.
Our Management, page 9

13. Please briefly describe and quantify the gene ral partner’s and its affiliates’ fees and
expenses that are paid prior to the distribut ions.  Make similar disclosures elsewhere in
the filing as applicable.  Refer to  Securities Act Release No. 33-6900.
 Risk Factors, page 20

 Risks Inherent in an I nvestment in Us, page 30

 USA Compression Holdings may sell units…, page 36

14. You refer to a section entitled “Certain Rela tionships and Related Party Transactions –
Agreements with Affiliates – Registration Rights Agreement," however, we do not see the section.  Please advise.
 Our Cash Distribution Policy and Rest rictions on Distributions, page 46

15. Please describe in greater detail the operati ng fees and expenses paid to the general
partner and quantify these payments here and el sewhere in the filing as applicable.  Refer
to Securities Act Release No. 33-6900.

J. Gregory Holloway USA Compression Partners, LP July 7, 2011 Page 4

 Our Minimum Quarterly Distribution, page 47

16. You state that the actual amount s of distributions were ba sed on the amount of cash you
generate from your business as well as the amount of cash reserves  your general partner
established in accordance with the partnership agreement. Please tell us and disclose how
much of the cash reserves you plan to establish and how they were determined here and elsewhere in the filing.
 Estimated Cash Available for Distribution fo r the Twelve Months Ending September 30, 2012,
page 51

17. We note that the most recent historical and pro forma financial statements for the three
months period ended March 31, 2011.  In that re gard, we are unclear why it is appropriate
to present the forecasted estimated adjusted EBITDA as well as the estimated cash available for distribution fo r the twelve month periods ended September 30, 2012. We
believe it is very difficult, if possible, to reasonably project financial information for any
forecasted period more than twelve months from the most recent historical financial
statements presented. As such, we believe you should consider revi sing the statement to
cover the twelve months from the most recent  historical financial statements presented
such as presenting the statement for the peri od ended March 31, 2012 w ith respect to this
filing as opposed to the same period ended September 30, 2012.

18. We are unclear why you did not provide for cas h reserves reduction to  estimated adjusted
EBITDA on page 53 to arrive at estimated cas h available for distribution. Please advise
us or revise.

19. Explain to us why you did not subtract prin cipal re-payments in connection with your
long-term debt for the period to arrive at th e estimated cash availa ble for distribution or
revise.

Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
76
 Financial Results of Operations, page 83

 Three months ended March 31, 2011 compared to  the three months e nded March 31, 2011, page
83

20. Refer to the table that summarizes the operati ng results for the periods presented. Please
label the column headers as predecessor and successor and distinguish the two reporting
periods with a heavy black line.

J. Gregory Holloway USA Compression Partners, LP July 7, 2011 Page 5

 Management of USA Compre ssion Partners, LP, page 109

21. We note your disclosure that after the o ffering you will have a conflicts committee to
review conflicts of interest between y ou, your limited partners and USA Compression
Holdings.  Please revise to clarify, if know n, whether the committee will resolve conflicts
of interest in the same manner they currently  are resolved, as desc ribed under “Conflicts
of Interest and Fiduciary Duties.”
Directors and Executive Officers, page 110

22. Please revise your disclosure to describe  the business experience of Messrs. Moody,
Ward, Wassenaar and Shea for the past five ye ars, or clarify your current disclosure by
adding dates or the duration of employment.  Refer to Item 401(e) of Regulation S-K.

Compensation Discussion and Analysis, page 112
 Annual Performance-Based Compensation for 2010, page 115

23. Please revise to clarify the EBITDAR target  for 2010 utilized in determining the bonus
compensation of Messrs. Smith and Moody, as  well as the bonus compensation amounts
earned by Messrs. Smith and Moody for 2010.

Employment and Severance Agreements, page 117

24. Please file the employment agreements with your named executive officers as exhibits to
the registration statement.  See It em 601(b)(10) of Regulation S-K.
 Director Compensation, page 123

25. Please provide the disclosure required by Item 402(k) of Re gulation S-K, or tell us why
such disclosure is not required.
2011 Long-Term Incentive Plan, page 123

26. Please revise to clarify generally when your  general partner intends to adopt the 2011
Long-Term Incentive Plan, if known.
 Security Ownership of Certain Benefi cial Owners and Management, page 126

27. Please revise footnote 2 of the table to identi fy the “certain of [y]our executive officers”
and the “unrelated third party” who also  own equity interests in USA Compression
Holdings.

J. Gregory Holloway USA Compression Partners, LP July 7, 2011 Page 6

 Certain Relationships and Relate d Party Transactions, page 127

28. Please disclose the information require d by Item 404(b) of Regulation S-K.
 Distributions and Payments to Our General Partner and Its Affiliates, page 128

29. We note the information contained in the ta ble on page 127.  Please include a summary
tabular presentation, itemizi ng by category and specifying do llar amounts where possible,
of all compensation, fees, profits, and other be nefits (including reimbursement for out of
pocket expenses) which the general partner and its affiliates may earn or receive in connection with the offering or operation of the partnership.  Refe r to Securities Act
Release No. 33-6900 and Industry Guide 5.
 Conflicts of Interest and Fiduciary Duties, page 129

 Fiduciary Duties, page 134

 Rights and remedies of unitholders, page 136

30. Please also explain the defenses available to the general partner.  Refer to Securities Act
Release No. 33-6900.

The Partnership Agreement, page 139
 Indemnification, page 151

31. Please clarify whether there are any lim itations or conditions regarding your
indemnification obligations and describe the circumstances in which you will not indemnify the parties identified in this section.
 Unaudited Pro Forma Financial Statements, page F-2

32. Please separate the pro forma adjustments re lated to the acquisition on December 23,
2010 from those related to offering by providing a subtotal column first to give effect to
the acquisition in the presentation.  Then you should provide the pro forma adjustments to give effect to the offering be fore arriving at the final column.

Note (2). Pro Forma Adjustments and Assumptions, page F-6

33. Explain to us and disclose how and wher e you classify incentive  distribution rights
(“IDR”) as a separate class of equity on the face of the unaudited pro forma balance
sheets.  It appears the IDR is a class of e quity and we note that it can be sold or
transferred separately from the general partnership interests.

J. Gregory Holloway USA Compression Partners, LP July 7, 2011 Page 7

 34. We note your disclosure on page F-16 th at there was stock compensation expense
triggered as a result of the business co mbination that occurred on December 23, 2010.
Nonrecurring costs directly attributable to  the acquisition should be disclosed in a
footnote to the pro forma’s with clear disclosu re that such costs we re not included.  We
were not able to identify simila r disclosure in the pro forma footnotes.  Please explain the
extent you considered  this disclosure.
 (2) Pro Forma and Adjustments

 2(d), page F-6

35. We note your pro forma adjustments related to the fees and expenses in connection with
the intended amendment to your credit facility upon the closing of the offering.  In that
regard, explain to us why the fees and expenses are factua lly supportable.  Otherwise,
please revise to remove the adjustment.
 2(f) and 2(h), pages F-6 and F-7

36. Please explain your basis for including adjustme nts 2(f) and 2(h) related to the purchase
of compression units and adjustment 2(i) for the termination of interest rate swaps as they
are not factually supportable.  Also, it appears they are not directly attributable to your
Offering.  Please advise us or revise.  Similarly, revise to adjust the interest expenses
resulting from adjustme nts 2(f), (h) and (i).
 2 (g), page F-7

37. Notwithstanding the above comment, please explain whether there is a material
difference in the interest rate on the revol ving credit versus the amended revolving credit
facility and which rate was used to calculate pro forma interest expense.  To the extent
material please revise note 2(g)  to make it transparent to read ers the interest rates used in
arriving at pro forma interest.
(3) Pro Forma Net Income Per Limited Partner Unit, page F-8

38. Based on your disclosure, it appears you woul d apply the two-class EPS method in your
pro forma earnings per unit presentation, as described in paragraphs 72 and 73 of ASC
260-10-45.  In that regard, expl ain to us why you did not allo cate the distribution to the
2% general partner’ equity  interests in your earni ngs per unit calculation.

39. We note your use of the offering proceed s to repay your indebtedness under your
revolving credit facility.  In  that regard, please adjust  your weighted average unit
denominator in computing pro forma earni ngs per unit to include only those common
units whose proceeds are used for the repayment.

J. Gregory Holloway USA Compression Partners, LP July 7, 2011 Page 8

 Historical Financial Statements, page F-10

General

40. We note that you presented predecessor and suc cessor financial statements in the filing.
However, we are unclear about your basis in presenting them as  we note no disclosures in
Note 1 or elsewhere in the filing, re garding USA Compression Holdings, LLC
(“Holdings”) succeeding to substantially all of the business of USA Compression Partners, L.P. (the “Partnership”) and wh ether Holdings’ own operations prior to the
succession was insignificant relative to the acq uired operations.  Please advise us and
expand your disclosure.  In addition, tell us  and disclose how Holdings acquires the
Partnership and what consideration Holdi ngs had given to the unit holders of the
Partnership in affecting the transactio n.  Refer to Rule 405 of Regulation C.

41. We believe the financial statements of limite d partnerships should be presented so that
the ownership classes of general partners and limited partners can readily determine their
relative participation in both the net assets  of the partnership a nd in the results of
operations.  To achieve this, the equity sec tion of your balance sheet should distinguish
between amounts ascribed to each