Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

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

         Date of Report (Date of earliest event reported): June 5, 2001

                           UNIVERSAL COMPRESSION, INC.
           (Exact names of registrants as specified in their charters)

      DELAWARE                    001-15843                   13-3989167
       TEXAS                      333-48279                   74-1282680
--------------------           --------------             -------------------
  (States or other             Commision File               (IRS Employer
   jurisdictions of               Numbers)                Identification Nos.

   4440 BRITTMOORE ROAD, HOUSTON, TEXAS                          77041
 -----------------------------------------                     ----------
  (Address of principal executive offices)                     (Zip Code)

                                 (713) 335-7000
              (Registrants' telephone number, including area code)

Item 5.  Other Events

         Tidewater Settlement. On May 24, 2001, Universal Compression Holdings,
Inc., a Delaware corporation (the "Company") entered into an agreement with
Tidewater, Inc. ("Tidewater") to settle the Company's claims related to the
acquisition of Tidewater Compression Service, Inc. in February 1998, which
included costs for remediation pursuant to an environmental assessment, in
exchange for payment to the Company of $1 million and termination of that
certain Purchase Price Adjustment Agreement dated as of February 20, 1998 (the
"Purchase Price Adjustment Agreement"). Under the terms of the Purchase Price
Adjustment Agreement, the Company would have been required to make payments to
Tidewater upon the occurrence of certain specified "liquidity events," including
certain sales of the Company's common stock by Castle Harlan. The settlement
eliminated the Company's obligations to make any payment to Tidewater under the
Purchase Price Adjustment Agreement.

      Agreement to acquire KCI, Inc. signed. The Company entered into an
agreement dated as of May 25, 2001 (the "Purchase Agreement") pursuant to which
the Company will acquire KCI, Inc. ("KCI"), a fabricator of large horsepower
compressors based in Tulsa, Oklahoma, for approximately $22.9 million in cash
and, at the Company's election, up to 727,273 shares of the Company's common
stock, determined based on the weighted average sales price of the Company's
common stock on the New York Stock Exchange for the 20 consecutive trading days
ending the third business day prior to the closing date of the merger, or an
additional $18.8 million in cash, subject to adjustment. Concurrently with the
acquisition, the Company will repay all of KCI's approximately $57 million of
indebtedness. The KCI transaction is subject to various closing conditions
including regulatory approvals. There can be no assurance that it will be
consummated. If all conditions are satisfied, it is expected to close by the end
of June or in July 2001.

         Registration Statement with respect to common stock offering. The
Company filed a Registration Statement on Form S-3 with the Securities and
Exchange Commission (the "SEC") on May 29, 2001 (the "Registration Statement")
with respect to the offering of 4.5 million shares of the Company's common
stock, par value $.01 per share (the "Shares"), to the public (the "Offering").
The Registration Statement is subject to review by the SEC. The Offering will
consist of 1.5 million shares offered by the Company and 3 million shares
offered by certain selling stockholders, including Castle Harlan and its
affiliates. Depending on market conditions, the terms of the Offering are
subject to change. The underwriters may also purchase on a pro rata basis up to
an additional 225,000 shares from the Company and 450,000 shares from the
selling stockholders.

         The Registration Statement has not yet become effective. The Shares may
not be sold nor may offers to buy be accepted prior to the time the Registration
Statement becomes effective. This Current Report on Form 8-K shall not
constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of the Shares in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the
securities laws of any such state.

         Statements about the Company's outlook and all other statements in this
release 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 beyond the Company's control, that
could cause its actual results to differ materially from such statements. While
the Company believe that the assumptions concerning future events are
reasonable, there are inherent difficulties in predicting certain important
factors that could impact our future performance. Such risks and uncertainties
include, but are not limited to, (1) failure to consummate acquisitions
(including KCI) or integrate acquired businesses (including Weatherford Global,
IEW Compression, Inc., the international operations of Compressor Systems, Inc.
and KCI) and businesses that we may acquire in the future, (2) failure to
consummate the common stock offering, (3) conditions in the oil and gas
industry, including the demand for natural gas as well as impacts from the price
of natural gas and oil, (4) competition among the various providers of contract
compression services, (5) changes in safety and environmental regulations
pertaining to the production and transportation of natural gas, (6) changes in
economic or political conditions in the markets in which the Company operates,
(7) introduction of competing technologies by other companies, (8) the ability
to retain and grow our customer base, (9) employment workforce factors,
including loss of key employees, and (10) liability claims related to the use of
the products and services. These factors, when applicable, are discussed in the
Company's filings with the Securities and Exchange Commission, copies of which
are available to the public. The Company disclaims any intention or obligation
to revise any forward-looking statements, whether as a result of new
information, future events, or otherwise.




         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.

Date:  June 4, 2001                       By:    /s/  RICHARD W. FITZGERALD
                                                      Richard W. FitzGerald
                                                      Senior Vice President and
                                                       Chief Financial