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): February 4, 2002

                           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                (IRS Employer
     of incorporation)             File 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.

         Earnings Release. Attached hereto as Exhibit 99.1 and incorporated
herein by reference is a press release issued on January 28, 2002 by Universal
Compression Holdings, Inc. (the "Company") with respect to the Company's results
for its third fiscal quarter ended December 31, 2001.

Item 7.  Financial Statements and Exhibits.

         (c) Exhibits

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

            99.1                Press Release dated January 28, 2002.

Item 9.  Regulation FD Disclosure.

         On Tuesday morning, January 29, 2002, the Company broadcast a
conference call live over the Internet to investors to discuss the results of
its third quarter of fiscal year 2002 and other corporate matters. A transcript
of the call will be archived through February 5, 2002 for those unable to listen
to the live broadcast. To access the transcript, log on to or

         During the call, the Company discussed its revenues and EBITDA, as
adjusted (as defined below), for the recent quarter, specific revenue and margin
information with respect to its various business segments and its $101 million
fabrication backlog at the end of the quarter. As of December 31, 2001,
including its operating leases, the Company's debt to capitalization ratio
was 55.5%. The Company also discussed its preliminary expectations for the
current quarter ending March 31, 2002, including revenues of approximately $180
million, EBITDA, as adjusted, of approximately $58-59 million, operating lease
expense of approximately $21 million and depreciation expense of approximately
$13-14 million. Earnings per share for the quarter are expected to be
$0.47-$0.48. These expectations for the quarter ended March 31, 2002 do not
include any potential negative impact as a result of the financial situation in
Argentina, as discussed in more detail below.

         For the current fiscal year ending March 31, 2002, the Company
discussed its expectations for revenues of approximately $670-675 million, and
for EBITDA, as adjusted, of approximately $212-213 million. The Company expects
capital expenditures, excluding acquisitions, for the current fiscal year to be
approximately $190


million, of which approximately $110 million is expected to be for domestic
expansion, approximately $45 million is expected to be for international
expansion, approximately $25-27 million is expected to be maintenance capital
expenditures and approximately $5 million is expected to be for general
corporate expenditures. Under current market conditions and without taking into
account any potential negative impact as a result of the current situation in
Argentina (discussed in more detail below), the Company expects earnings per
share to be approximately $1.71-$1.72 for the current fiscal year. The Company
currently expects capital expenditures, excluding acquisitions, for the fiscal
year ending March 31, 2003 to be approximately $140-170 million.

         EBITDA, as adjusted, is defined as net income plus 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.

         As noted in the earnings release, the financial situation in Argentina
has the potential to negatively impact the Company's future results. The Company
indicated that it has commenced negotiations with its customers in Argentina as
to the currency in which contract amounts are to be paid, as mandated by the
Argentine government. Until resolution of these issues with its Argentine
customers, this situation could result in decreased EBITDA, as adjusted, to the
Company of $1 million - $3 million per quarter.

         The Company noted a slight decline in the domestic contract compression
market in the recent quarter. The average horsepower utilization rate for the
fleet for the fiscal third quarter was 89%, which was consistent with the year
prior quarter but a decrease from the second fiscal quarter average rate of 90%.
The Company said that recent overall fleet spot utilization was down slightly to
87.5%. In response to a question, the Company estimated that a 1% decrease in
utilization of its fleet would likely result in a decline in annual revenues of
approximately $3 million and a decline in annual EBITDA, as adjusted, of
approximately $2 million.

         The Company mentioned that it had recently reviewed its fleet to
identify compressors that were underperforming relative to the rest of its fleet
due to such factors as geographic location, age or maintenance. Following this
review, the Company sold approximately 230 compressors, averaging roughly 30
horsepower each, to its customers. The Company's contract compression equipment
asset value on the balance sheet will be adjusted for the gain from these sales
and there will be no income statement impact.


         The Company expects to release financial results for its current fiscal
year ending March 31, 2002 in the latter half of May 2002.

         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 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 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 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:  February 4, 2002              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 January 28, 2002.