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): October 25, 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 jurisdictions    (Commission File            (IRS Employer
      of incorporation)               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 and Regulation FD Disclosure.

             On October 24, 2001, Universal Compression Holdings, Inc. (the
"Company") issued a press release announcing earnings for its second fiscal
quarter ended September 30, 2001. A copy of the press release is filed herewith
as Exhibit 99.1 and incorporated herein by reference.

Item 7.      Financial Statements and Exhibits.

             (c) Exhibits

             Exhibit No.            Description
             -----------            -----------

                99.1                Press Release dated October 24, 2001.

Item 9.      Regulation FD Disclosure.

             On Thursday morning, October 25, 2001, the Company broadcast a
conference call live over the Internet to investors to discuss the results of
its second fiscal quarter and other corporate matters. A transcript of the call
will be archived for seven days to provide an opportunity for those unable to
listen to the live broadcast to listen to the call. To access the transcript,
log on to

             During the call, the Company discussed its revenues and EBITDA, as
adjusted (as defined below), for the recent quarter, as well as horsepower
utilization rates and margins for its various business segments. The Company
also discussed its $100 million backlog level at the end of the quarter and the
effect of its recent acquisitions of KCI Inc. and Louisiana Compressor
Maintenance. The Company discussed its preliminary expectations for the current
quarter ending December 31, 2001, including expected revenues of approximately
$174-178 million, expected EBITDA, as adjusted, of approximately $54-55 million,
and expected earnings per share for the quarter of $0.44 - $0.45.

             For the current fiscal year ending March 31, 2002, the Company
confirmed its expectations of total revenues of approximately $670-680 million,
with expected EBITDA, as adjusted, of approximately $213 million. Operating
lease expense and net interest expense for the current fiscal year are expected
to be $80-81 million, with depreciation of approximately $48 million. The
Company expects capital expenditures, excluding acquisitions, for the fiscal
year to be approximately $190-200 million, of which approximately $25 million is
expected to be maintenance capital expenditures. Under current market
conditions, the Company expects earnings per share to be approximately $1.72 for
the current fiscal year.

             EBITDA, as adjusted, is defined as net income plus income taxes,
interest expense, leasing expense, management fees, depreciation and
amortization, excluding non-recurring items and extraordinary gains or losses.
EBITDA, as adjusted, represents a measure upon which the Company's management
assesses financial performance, and financial covenants in the Company's current
financing arrangements are tied to similar measures. The financial covenants in
the Company's current financing arrangements permit the Company to exclude
non-recurring and extraordinary gains and losses from its calculation of EBITDA,
as adjusted. EBITDA, as adjusted, is not a measure of financial performance
under generally accepted accounting principles and should not be considered an
alternative to operating income or net income as an indicator of the Company's
operating performance or to net cash provided by operating activities as a
measure of the Company's liquidity. Additionally, the EBITDA, as adjusted,
computation used herein may not be comparable to other similarly titled measures
of other companies.

             Statements about the Company's outlook and all other statements in
this Report other than historical facts are forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1955. 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 believes 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 or integrate acquired businesses, (2) 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, (3) competition among the various
providers of contract compression services, (4) changes in safety and
environmental regulations pertaining to the production and transportation of
natural gas, (5) changes in economic or political conditions in the markets in
which the Company operates, (6) acts of war or terrorism or governmental or
military responses thereto, (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 Company's 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 forward-
looking statements included herein are made only as of the date of this Report,
and 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: October 25, 2001                      By: /s/ RICHARD W. FITZGERALD
                                               Richard W. FitzGerald
                                               Senior Vice President and
                                                 Chief Financial Officer


                                  EXHIBIT INDEX

      Exhibit No.          Description
      -----------          -----------

         99.1              Press Release dated October 24, 2001.