Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment to Exterran Partners, L.P. Long-Term Incentive Plan

On February 26, 2008, the Board of Directors of Exterran GP LLC, the general partner of the general partner of Exterran Partners, L.P. (the “Partnership”) approved an amendment to the Partnership’s Long-Term Incentive Plan (the “LTIP”) to, among other things, change the name of the LTIP to the Exterran Partners, L.P. Long-Term Incentive Plan, and increase the number of units available for awards under the LTIP from 625,000 to 1,035,378. The foregoing description of the LTIP amendment is qualified in its entirety by reference to the full text of that amendment, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated into this Item 5.02 by reference.

Action by Exterran Holdings, Inc.

2007 Officer Incentive Plan

On February 25, 2008, the Compensation Committee of the Board of Directors of Exterran Holdings, Inc. (“Exterran”) approved annual incentive bonuses for 2007 under the Universal Compression Holdings, Inc. Officer Incentive Plan (the “OIP”) for the following named executive officers:

				2007 Annual Incentive Bonus
Officer		Title		($)
Stephen A. Snider		President & Chief Executive Officer			350,000
Daniel K. Schlanger(1)		Senior Vice President and Chief Financial Officer			150,000
J. Michael Anderson		Senior Vice President			200,000
D. Bradley Childers		Senior Vice President, Corporate Development			200,000
Donald C. Wayne		Vice President, General Counsel & Secretary			100,000

The amounts awarded under the 2007 OIP are expected to be paid in March 2008. Pursuant to the terms of an omnibus agreement between us, our general partner, Exterran and others (the “Omnibus Agreement”), we will reimburse Exterran for that portion of our named executive officers’ compensation, including the 2007 annual incentive bonuses, allocated to us.

Changes to Base Salaries

On February 25, 2008, the Compensation Committee of Exterran’s Board of Directors approved changes, expected to be effective in April 2008, to the annual base salaries of the following named executive officers:

				Amount of
				Increase		New Base Salary
Officer		Title		($)		($)
Stephen A. Snider		President & Chief Executive Officer		28,000		600,000
Daniel K. Schlanger		Senior Vice President and Chief Financial Officer		24,000		300,000
J. Michael Anderson		Senior Vice President		33,000		355,000

				Amount of
				Increase		New Base Salary
Officer		Title		($)		($)
D. Bradley Childers		Senior Vice President, Corporate Development		28,000		340,000
Donald C. Wayne		Vice President, General Counsel & Secretary		25,000		285,000

Pursuant to the terms of the Omnibus Agreement, we will reimburse Exterran for that portion of our named executive officers’ compensation, including the 2008 base salaries, allocated to us.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1		Amendment to Exterran Partners, L.P. Long-Term Incentive Plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index

Exhibit No.		Description
10.1		Amendment to Exterran Partners, L.P. Long-Term Incentive Plan