~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~Washington, ~~STATES~~D.C. ~~SECURITIES AND EXCHANGE COMMISSION~~20549

~~Washington,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT

~~CURRENT REPORT~~ Pursuant to Section 13 or 15(d) of ~~the~~ the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~June 2912, 2007

UNIVERSAL COMPRESSION HOLDINGS, INC. ~~UNIVERSAL COMPRESSION, INC.~~

(Exact name of ~~registrants~~registrant as specified in ~~their~~its ~~charters~~charter)

Delaware	001-15843	13-3989167
Texas	333-48279	74-1282680
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)


Delaware (State or other jurisdiction of incorporation)		001-15843 (Commission File Number)		13-3989167 (IRS Employer Identification No.)

4444 Brittmoore Road
Houston, Texas		77041
(Address of principal executive offices)		(Zip Code)


4444 Brittmoore Road Houston, Texas (Address of principal executive offices)		77041 (Zip Code)

(713) 335-7000 Registrant’s telephone number, including area code

N/A (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~TABLE~~Item OF5.02. ~~CONTENTS~~Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Item~~ Grants ~~1.01.~~of ~~Entry~~Restricted into a Material Definitive Agreement Item 7.01. Regulation FD Disclosure Item 9.01. Financial Statements and Exhibits SIGNATURE EXHIBIT INDEX Contribution Conveyance and Assumption Agreement Press ReleaseStock

~~Table~~ On June 12, 2007, the compensation committee of ~~Contents~~the board of directors of Universal Compression Holdings, Inc. (the “Company”) approved the grant of restricted stock under the Company’s Restricted Stock Plan to the executive officers of the Company set forth below in the respective amounts set forth below, subject to the terms and conditions of the Company’s Restricted Stock Plan and the applicable award agreements.

Item 1.01. Entry into a Material Definitive Agreement.


		Number of Shares of
Executive Officer		Restricted Stock Granted
Stephen A. Snider		21,333
D. Bradley Childers		6,000
J. Michael Anderson		6,000
Kirk E. Townsend		4,000

~~Contribution,~~A ~~Conveyance~~copy ~~and~~of ~~Assumption~~the form of award agreement relating to these grants (the “Restricted Stock Award Agreement”) is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The shares of restricted stock granted to executive officers vest in one-third increments on the first, second and third anniversary of the grant. Upon any termination of the executive officer’s “continuous service” (as that term is defined in the Company’s Restricted Stock Plan), the Company will have the right to cancel any unvested shares of restricted stock.

OnIn ~~May 29~~addition, ~~2007,~~the ~~Universal~~Restricted ~~Compression,~~Stock ~~Inc.~~Award ~~(“Universal”)~~Agreement ~~entered~~provides ~~into~~that ashares ~~Contribution, Conveyance~~of ~~and~~restricted ~~Assumption~~stock will ~~Agreement~~vest ~~(the~~upon a “~~Contribution~~change ~~Agreement~~in control”) ~~with~~(as ~~UCO~~that ~~Compression~~term ~~2005~~is ~~LLC (“UCO~~defined ~~2005”),~~in ~~UCI~~the ~~Leasing~~Company’s ~~Holding~~Restricted ~~GP LLC~~Stock Plan), ~~UCI~~other ~~Leasing~~than ~~Holding~~any LPchange ~~LLC,~~in ~~UCI~~control ~~Compressor~~resulting ~~Holding,~~from ~~L.P. (“Compressor~~the ~~Holding~~consummation ~~LP”),~~of ~~UCO~~the ~~GP,~~transactions contemplated ~~LLC~~by ~~(“GP~~that ~~LLC”),~~certain ~~UCI~~Agreement GPand LPPlan ~~LLC~~of Merger, ~~UCO~~dated ~~General~~as ~~Partner,~~of ~~LP (“GP”)~~February 5, ~~UCI~~ ~~MLP~~2007 ~~LP LLC~~ (the “~~MLP~~Merger ~~LP LLC~~Agreement”), ~~UCLP~~among ~~OLP~~the GPCompany, ~~LLC~~Hanover ~~(“OLP~~Compressor ~~GP”)~~Company, UCIliad ~~Operating Partnership~~Holdings, LInc.~~P. (“OLP”)~~, ~~UCLP~~ ~~Leasing GP LLC~~Ulysses Sub, ~~UCLP Leasing, L~~Inc.P. ~~(“Leasing LP”)~~ and ~~Universal~~Hector ~~Compression Partners~~Sub, LInc.P. ~~(“MLP”). The Contribution Agreement provides for, among others, the following transactions:~~

~~1. A~~Grants ~~series~~ of ~~conveyances,~~Stock ~~contributions and distributions of specified compression equipment~~Options ~~and related compression services customer contracts owned by Universal, UCO 2005 and Compressor Holding LP to various parties to the Contribution Agreement and ultimately to OLP and Leasing LP;~~

2.On June ~~MLP’s~~12, ~~issuance~~2007, the compensation committee of the board of directors of the Company also approved the grant of options (the “Options”) to purchase common stock, par value $~~70.~~0 ~~million~~.01, of ~~common~~the Company ~~units~~(“Common ~~representing~~Stock”) ~~limited~~under ~~partner~~the ~~interests~~Company’s inIncentive Stock Option Plan to the executive officers ~~MLP~~and directors set forth below in the respective amounts set forth below, subject to ~~MLP~~the LPterms ~~LLC;~~and conditions of the Company’s Incentive Stock Option Plan and the applicable award agreements.

3. MLP’s issuance of $2.9 million of general partner units in MLP in consideration of the continuation of GP’s 2.0% general partner interest in MLP; and


		Number of Shares of
		Common Stock Underlying
Executive Officer or Director		Options Granted
Stephen A. Snider		38,651
D. Bradley Childers		10,871
J. Michael Anderson		10,871
Kirk E. Townsend		7,247
Janet F. Clark		3,000
Uriel E. Dutton		3,000
J.W.G. “Will” Honeybourne		3,000

~~4. OLP~~In accordance with the Company’s ~~assumption~~Incentive ~~and~~Stock ~~retirement~~Option Plan, the purchase price per share under each option granted is the average of ~~$159.6 million~~the high and low reported consolidated trading sales prices of ~~Universal’s~~the ~~debt~~Common Stock on the New York Stock Exchange on June 12, 2007.

~~These~~Copies ~~transactions,~~of ~~which are subject to standard closing conditions, including~~ the ~~expiration or~~forms ~~termination~~ of ~~the~~award ~~applicable~~agreement ~~waiting~~relating ~~period~~to ~~under~~ the ~~Hart-Scott-Rodino~~grant ~~Antitrust Improvements Act~~ of ~~1976~~incentive ~~(the~~stock ~~“HSR~~options ~~Act”),~~and non-qualified ~~are~~stock ~~expected~~options to ~~close in July 2007. In addition, Universal has~~ the ~~right~~ toexecutive ~~terminate~~officers ~~the~~named ~~Contribution~~above ~~Agreement if a governmental authority~~ (~~1) issues a second request with respect to its review of~~ the ~~transactions~~“Option ~~under~~Award ~~the HSR Act or (2~~Agreements”) ~~indicates that~~ ~~Universal~~are orattached ~~certain~~hereto ofas ~~its~~Exhibits ~~subsidiaries~~10.2 ~~may~~and ~~be required to accept any condition or requirement of any regulatory approval that is or could reasonably be determined to be adverse to them~~10.3, ~~including any adverse effect on Universal Compression Holdings~~respectively, ~~Inc.’s~~and ~~(“UCH”)~~are ~~proposed~~incorporated ~~merger~~hereby ~~with Hanover~~by ~~Compressor~~reference. ~~Company,~~The ~~which~~Options iswill ~~expected to close in the third quarter~~become ~~of 2007.~~

Anexercisable ~~additional~~in ~~closing~~one-third ~~condition~~increments ~~requires~~on ~~UCH~~the ~~and~~first, ~~Universal~~second toand ~~amend~~third ~~their~~anniversary ~~existing~~of ~~omnibus~~the grant. ~~agreement~~If ~~(the~~any ~~“Original~~such ~~Omnibus~~executive ~~Agreement”)~~officer’s employment with GPthe ~~LLC,~~Company ~~GP,~~terminates ~~MLP~~on account of death, “disability” ~~OLP~~(as GPthat ~~and~~term ~~OLP~~is ~~regarding~~defined ~~several relationships~~in ~~between~~the ~~UCH~~Company’s ~~and~~Incentive ~~MLP,~~Stock ~~which~~Option ~~agreement~~Plan) ~~was~~or ~~previously~~retirement after ~~reported~~age on65 ~~the~~or ~~Current~~without ~~Report on~~“cause” ~~Form~~(as ~~8-K~~that ofterm ~~UCH~~is ~~and~~defined ~~Universal~~in ~~filed~~the onCompany’s ~~October 26,~~Incentive ~~2006~~Stock ~~and~~Option Plan), the ~~description~~unexercisable portion of ~~which~~any isOptions ~~hereby incorporated~~owned by ~~reference.~~that ~~The~~officer ~~amendment~~will toterminate immediately and the ~~Original~~exercisable ~~Omnibus~~portion ~~Agreement,~~of ~~among~~any ~~other~~Options ~~things, will~~owned ~~increase~~by the ~~cap~~employee onwill ~~selling,~~terminate ~~general~~three ~~and administrative costs~~months ~~allocable~~following ~~from~~the ~~Universal~~date toof ~~MLP~~such ~~based~~death, ondisability ~~such~~or ~~costs~~retirement ~~incurred~~or, ~~by Universal~~in onthe ~~behalf~~case of ~~MLP~~a ~~from~~termination ~~$2.5~~without cause, 30 ~~million~~days ~~per~~following ~~quarter to~~the $4date of such termination.~~75 million~~ ~~per~~If ~~quarter~~the ~~and~~officer’s ~~increase~~employment is terminated for “cause” or the ~~cap~~officer onvoluntarily ~~operating~~resigns ~~costs~~his ~~from~~position ~~$16.95~~with ~~per~~the ~~horsepower~~Company, ~~per quarter~~any toOptions ~~$18.00~~owned ~~per~~by the ~~horsepower~~employee, ~~per~~whether ~~quarter.~~or ~~These~~not ~~caps~~exercisable, will terminate on ~~December 31,~~the ~~2008,~~date ~~as previously~~of ~~agreed~~such termination of employment.

~~The~~In ~~foregoing~~addition, ~~summary~~the isOption ~~qualified~~Award inAgreements ~~its~~relating ~~entirety~~to bythe ~~reference~~executive toofficers provide that Options will become immediately exercisable upon the ~~Contribution~~acquisition ~~Agreement,~~by any person of fifty-one percent a(51%) ~~copy~~or more of ~~which~~the isCommon ~~filed~~Stock asof ~~Exhibit 10.1~~the toCompany, ~~this~~other ~~Form~~than ~~8-K~~any ~~and~~such isacquisition ~~incorporated~~resulting infrom the ~~this~~consummation ~~Item 1.01~~of the transactions contemplated by ~~reference~~ the Merger Agreement.

~~Relationships~~Item 9.01.Financial Statements and Exhibits.

~~Each of the parties to the Contribution Agreement is a direct or indirect subsidiary of UCH~~(d) Exhibits. As a result, certain individuals, including officers and directors of UCH, Universal and GP LLC, serve as officers and/or directors of more than one of such entities. Also, UCH and Universal, through their indirect ownership of GP, the general partner of MLP, hold a 2% general partner interest and incentive distribution rights in MLP.

Item 7.01. Regulation FD Disclosure.


Exhibit
Number		Description

10.1		Form of Restricted Stock Agreement.

10.2		Form of Incentive Stock Option Agreement.

10.3		Form of Non-Qualified Stock Option Agreement for Officers.

~~On May 29, 2007, UCH announced that MLP had agreed to acquire assets pursuant to the~~SIGNATURE ~~Contribution Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.~~

~~Table~~ Pursuant to the requirements of ~~Contents~~the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.


	UNIVERSAL COMPRESSION HOLDINGS, INC.
Date: June 18, 2007	By:	/s/ J. MICHAEL ANDERSON
		J. Michael Anderson
		Senior Vice President and Chief Financial Officer

~~Forward-Looking~~EXHIBIT ~~Statements~~INDEX

Statements about the consummation of any transaction and all other statements other than historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are outside UCH’s and Universal’s control, which could cause actual results to differ materially from such statements. Forward-looking information includes, but is not limited to, statements regarding the ability of UCH and Universal to complete the proposed transaction, the expected timing of the closing of the transaction; MLP’s expected means of financing the transaction and the expected timing of the closing of UCH’s proposed merger with Hanover Compressor Company. While UCH and Universal believe that the assumptions concerning future events are reasonable, they caution that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of their business. Among the factors that could cause results to differ materially from those indicated by forward-looking statements are the results of the review of the proposed transaction by regulatory agencies and the failure to satisfy various other conditions to the closing of the transaction and changes in equity and debt markets impacting the ability of MLP to finance the transaction in the manner contemplated.


Exhibit
Number		Description

10.1		Form of Restricted Stock Agreement.

10.2		Form of Incentive Stock Option Agreement.

10.3		Form of Non-Qualified Stock Option Agreement for Officers.

These forward-looking statements are also affected by the risk factors, forward-looking statements and challenges and uncertainties described in UCH’s and Universal’s Annual Report on Form 10-K for the year ended December 31, 2006, as amended by Amendment No. 1 thereto, and those set forth from time to time in UCH’s and Universal’s filings with the Securities and Exchange Commission (“SEC”), which are available through the website www.universalcompression.com. Except as required by law, UCH and Universal expressly disclaim any intention or obligation to revise or update any forward-looking statements whether as a result of new information, future events, or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number		Description
2.1		Contribution Conveyance and Assumption Agreement, dated May 29, 2007, by and among Universal Compression, Inc., UCO Compression 2005 LLC, UCI Leasing Holding GP LLC, UCI Leasing Holding LP LLC, UCI Compressor Holding, L.P., UCO GP, LLC, UCI GP LP LLC, UCO General Partner, LP, UCI MLP LP LLC, UCLP OLP GP LLC, UC Operating Partnership, L.P., UCLP Leasing GP LLC, UCLP Leasing, L.P. and Universal Compression Partners, L.P.*
99.1		Press release of Universal Compression Holdings, Inc. dated May 29, 2007.

* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrants undertake to furnish supplementally copies of any of the omitted schedules or exhibits upon request by the U.S. Securities and Exchange Commission.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

	UNIVERSAL COMPRESSION HOLDINGS, INC.
	UNIVERSAL COMPRESSION, INC.
	(Registrants)
Date: May 29, 2007	By:	/s/ J. MICHAEL ANDERSON
		J. Michael Anderson
		Senior Vice President and
		Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number		Description
2.1		Contribution Conveyance and Assumption Agreement, dated May 29, 2007, by and among Universal Compression, Inc., UCO Compression 2005 LLC, UCI Leasing Holding GP LLC, UCI Leasing Holding LP LLC, UCI Compressor Holding, L.P., UCO GP, LLC, UCI GP LP LLC, UCO General Partner, LP, UCI MLP LP LLC, UCLP OLP GP LLC, UC Operating Partnership, L.P., UCLP Leasing GP LLC, UCLP Leasing, L.P. and Universal Compression Partners, L.P.*
99.1		Press release of Universal Compression Holdings, Inc. dated May 29, 2007.

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