UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

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): May 24, 2005

UNIVERSAL COMPRESSION HOLDINGS, INC.
UNIVERSAL COMPRESSION, INC.

(Exact name 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.)

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

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

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 (see General Instruction A.2. below):

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))

Item 2.02 Results of Operations and Financial Condition

On May 24, 2005, Universal Compression Holdings, Inc. issued a press release announcing earnings for its fourth fiscal quarter and fiscal year ended March 31, 2005. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

99.1 Press Release, dated May 24, 2005 (regarding earnings for the fourth fiscal quarter and fiscal year ended March 31, 2005)

SIGNATURES

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 24, 2005
	By:	/s/ J. Michael Anderson
			J. Michael Anderson
			Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description

99.1		Press Release, dated May 24, 2005 (regarding earnings for the fourth fiscal quarter and fiscal year ended March 31, 2005)

UNIVERSAL COMPRESSION INC 8-K