<PAGE>   1
    As filed with the Securities and Exchange Commission on February 24, 1999
                                                      REGISTRATION NO. 333-
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              -------------------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              -------------------

                      UNIVERSAL COMPRESSION HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                                74-1282680
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                              150 EAST 58TH STREET
                            NEW YORK, NEW YORK 10155
                    (Address of principal executive offices)

     UNIVERSAL COMPRESSION HOLDINGS, INC. NON-QUALIFIED STOCK PURCHASE PLAN
                            (Full title of the plan)

                                  ERNIE DANNER
                           CHIEF FINANCIAL OFFICER AND
                            EXECUTIVE VICE PRESIDENT
                              4430 BRITTMOORE ROAD
                              HOUSTON, TEXAS 77041
                     (Name and address of agent for service)

                                 (713) 466-4103
          (Telephone number, including area code, of agent for service)

                                   COPIES TO:

                                VALERIE L. BANNER
                            SENIOR VICE PRESIDENT AND
                                 GENERAL COUNSEL
                              4430 BRITTMOORE ROAD
                              HOUSTON, TEXAS 77041


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
                                                                  Proposed           Proposed        
              Title of                         Amount              Maximum            Maximum          Amount of
            Securities to                       to be          Offering Price        Aggregate       Registration
            be Registered                    Registered           Per Share       Offering Price          Fee
--------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                  <C>               <C>                 <C>
Common Stock,                                                                                       
par value $.01 per share............     10,000 shares             $50.00            $500,000           $139.00
--------------------------------------------------------------------------------------------------------------------
Series A Preferred Stock,                                                                           
par value $.01 per share............     40,000 shares             $50.00           $2,000,000          $556.00
====================================================================================================================
</TABLE>


<PAGE>   2


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

                  The following documents have been previously filed by
Universal Compression Holdings, Inc. (the "Company" or the "Registrant") with
the Securities and Exchange Commission and are hereby incorporated by reference
into this Registration Statement as of the dates indicated:

                  Prospectus dated September 18, 1998 filed pursuant to Rule
                  424(b)(3) with respect to the offer of the Company's Exchange
                  Notes registered pursuant to a Registration Statement on Form
                  S-4 (Registration No. 333-48283).

                  Quarterly Report on Form 10-Q for the quarter ended 
                  September 30, 1998.

                  Quarterly Report on Form 10-Q for the quarter ended 
                  December 31, 1998.

                  All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") subsequent to the date of this Registration Statement and prior
to the filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered hereunder have been sold or that
deregisters all such securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

The Common Stock and Series A Preferred Stock registered under this Registration
Statement on Form S-4 are being offered to employees and directors of the
Registrant and its subsidiary, Universal Compression, Inc., pursuant to an
offering under the Registrant's Non-Qualified Stock Purchase Plan by which
purchases may be made pursuant to the requirements of such offering, including
the requirement that four shares of Series A Preferred Stock be purchased for
each one share of Common Stock.

COMMON STOCK

                  Voting and Other Rights. The holders of the Common Stock
(other than the Non-Voting Common Stock, none of which is being registered
hereunder), are entitled to one vote for each share held of record on all
matters submitted to a vote of stockholders, including the election of
directors, and shall vote together as one class with the holders of the Series A
Preferred Stock. There are no cumulative voting rights, meaning that the holders
of a majority of the shares voting for the election of directors can elect all
the directors if they choose to do so. The Common Stock carries no preemptive
rights and is not convertible, redeemable or assessable.

                                      -2-

<PAGE>   3



                  The holders of Common Stock are entitled to dividends in such
amounts and at such times as may be declared by the Board of Directors from
funds legally available therefor. So long as any share of Series A Preferred
Stock shall be issued and outstanding, the Company shall not declare, pay or set
aside for payment, any dividends on, or make any other distributions with
respect to, any shares of Common Stock. In addition, certain agreements of the
Company related to its outstanding indebtedness limit the payment of dividends.
The Company does not expect to pay dividends on the Common Stock in the
foreseeable future.

                  Upon liquidation or dissolution, holders of Common Stock are
entitled to share ratably in all net assets available for distribution to
shareholders after payment of preferential amounts to holders of preferred
stock. All outstanding shares of Common Stock are, and the shares of Common
Stock, if any, purchased under the Purchase Plan when issued will be, duly
authorized, validly issued, fully paid and nonassessable.

SERIES A PREFERRED STOCK

                  Dividends. No dividends are payable or shall accrue or be
payable on the Series A Preferred Stock other than as described below. Certain
agreements of the Company related to its outstanding indebtedness generally
limit the payment of dividends.

                  Redemption and Liquidation. The Series A Preferred Stock is
redeemable at any time as a whole or in part at the option of the Company for
cash in the amount of $50 per share (the "Stated Value"). If within ninety (90)
days of a liquidation, dissolution or winding up of the Company or a merger or
consolidation of the Company or a sale of substantially all of the assets of the
Company, in each case as would constitute a "Change of Control" under the
Indenture governing the Company's 11 3/8% Senior Discount Notes due 2009, the
Company has not redeemed the Series A Preferred Stock, each share of Series A
Preferred Stock shall bear dividends at the rate of 12.0% per annum of the
Stated Value thereof effective from the date of such Change in Control. Such
dividends on the Series A Preferred Stock shall accrue from day-to day whether
or not earned or declared and shall be cumulative from the date on which such
shares have been redeemed as provided therein, and shall be due and payable
quarterly, in arrears.

                  Restriction on Payment of Other Dividends. So long as any
share of Series A Preferred Stock shall be issued and outstanding, the Company
shall not declare, pay or set aside for payment, any dividends on, or make any
other distributions with respect to, any shares of Common Stock or other shares
of capital stock of the Company ranking junior to the Series A Preferred Stock
as to dividend rights or rights upon liquidation, dissolution or winding up.

                  Voting. In addition to any voting rights required by law, each
share of the Series A Preferred Stock entitles each holder to one vote on all
matters presented to the holders of the 

                                      -3-

<PAGE>   4


Common Stock generally, with the votes of the holders of the Common Stock and
the Series A Preferred Stock to be treated together as a single class.
Notwithstanding the foregoing, unless the consent or approval of a greater
number of shares shall then be required by law, the affirmative vote of the
holders of at least a majority of the outstanding shares of Series A Preferred
Stock, separately as a single class, are necessary to (i) amend, alter or repeal
any provision of the Certificate of Incorporation or Bylaws of the Company, and
(ii) effect the consolidation or merger of the Company or sale of all or
substantially all of its assets, in each case so as to affect adversely any of
the preferences, rights, powers or privileges of the Series A Preferred Stock or
the holders thereof.

OTHER VOTING MATTERS

                  Principal Stockholder Control. Certain principal stockholders
currently own and control in excess of 95% of the Company's outstanding voting
stock. Accordingly, they have the ability to elect the entire Board of Directors
of the Company, and in general, to determine the outcome of any other matter
submitted to stockholders for their approval, including the power to determine
the outcome of all corporate transactions, such as mergers, consolidations, and
the sale of all or substantially all of the assets of the Company.

                  Voting Trust. The voting rights for the Common Stock and
Series A Preferred Stock described herein are currently being contractually
exercised with respect to a majority of the outstanding shares by a voting
trustee pursuant to the terms of a voting trust agreement. All shares issued
under the Company's Non-Qualified Stock Purchase Plan will be contractually
subject to the voting trust upon their issuance.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

                  The validity of the shares of Common Stock covered by this
Registration Statement has been passed upon for the Company by Valerie L.
Banner, Senior Vice President and General Counsel of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The Certificate of Incorporation, as amended, provides for
indemnification of directors to the fullest extent permitted by the relevant
provisions of the General Corporation Law of the State of Delaware (the "GCL").
The By-Laws of the Company provide similar indemnification for officers and
employees. The GCL permits a corporation to limit or eliminate a director's or
officer's personal liability to the corporation or the holders of its capital
stock for breach of duty. This limitation is generally unavailable for acts or
omissions by a director or officer which were (i) in bad faith, (ii) were the
result of active and deliberate dishonesty and were material to the cause of
action so adjudicated or (iii) involved a financial profit or other advantage to
which such director was not legally entitled. The effect of these provisions is
to eliminate the rights of the Company and its stockholders (through
stockholders' derivative suits on behalf of the Company) to 

                                      -4-

<PAGE>   5

recover monetary damages against a director or officer for breach of fiduciary
duty as a director (including breaches resulting from grossly negligent
behavior), except in the situations described above. These provisions will not
limit the liability of directors or officers under the federal securities laws
of the United States.

                  See Item 9 for a statement of the Company's undertaking as to
the Securities and Exchange Commission's position respecting indemnification
arising under the Securities Act of 1933 (the "Securities Act").

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Inapplicable.

ITEM 8.  EXHIBITS

 4.1     --    Certificate of Incorporation of Registrant (incorporated by 
               reference to Exhibit 3.1 to Registrant's Registration Statement 
               on Form S-4 (File No. 333-48283))

 4.3     --    Bylaws of the Registrant (incorporated by reference to 
               Exhibit 3.2 of Registrant's Registration Statement on Form S-4 
               (File No. 333-482883))

 5.1     --    Opinion of Valerie L. Banner, Esq. regarding the validity of 
               the securities being registered

23.1     --    Consent of Valerie L. Banner, Esq. (included as part of 
               Exhibit 5.1)

23.2     --    Consent of Deloitte & Touche LLP

23.3     --    Consent of KPMG LLP

25.2     --    Power of Attorney (set forth on the signature page contained in 
               Part II of this Registration Statement)

99.1     --    Universal Compression Holdings, Inc. Non-Qualified Stock 
               Purchase Plan

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement:

                                      -5-

<PAGE>   6

                                (i)   to include any prospectus required by 
                                      Section 10(a)(3) of the Securities Act;

                                (ii)  to reflect in the prospectus any facts or
                                      events arising after the effective date of
                                      the Registration Statement (or the most
                                      recent post-effective amendment thereof)
                                      which, individually or in the aggregate,
                                      represent a fundamental change in the
                                      information set forth in the Registration
                                      Statement; and

                                (iii) to include any material information with
                                      respect to the plan of distribution not
                                      previously disclosed in the Registration
                                      Statement or any material change to such
                                      information in the Registration Statement;

                           provided, however, that paragraphs (a)(1)(i) and
                           (a)(1)(ii) do not apply if the information required
                           to be included in a post-effective amendment by those
                           paragraphs is contained in periodic reports filed
                           with or furnished to the Commission by the registrant
                           pursuant to Section 13 or Section 15(d) of the
                           Exchange Act that are incorporated by reference in
                           the registration statement.

                  (2)      That for purposes of determining any liability under
                           the Securities Act, each such post-effective
                           amendment shall be deemed to be a new registration
                           statement relating to the securities offered therein,
                           and the offering of such securities at that time
                           shall be deemed to be the initial bona fide offering
                           thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b)      The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act, each filing of the registrant's annual report pursuant to
                  Section 13(a) or 15(d) of the Exchange Act (and, where
                  applicable, each filing of an employee benefit plan's annual
                  report pursuant to Section 15(d) of the Exchange Act) that is
                  incorporated by reference in the Registration Statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

                                      -6-

<PAGE>   7

         (c)      Insofar as indemnification for liabilities arising under the 
                  Securities Act may be permitted to directors, officers and
                  controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Securities Act and is, therefore,
                  unenforceable. In the event that a claim for indemnification
                  against such liabilities (other than the payment by the
                  Registrant of expenses incurred or paid by a director, officer
                  or controlling person of the Registrant in the successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the Registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Securities Act
                  and will be governed by the final adjudication of such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas on the 24th day of February,
1999.

                                       UNIVERSAL COMPRESSION HOLDINGS, INC.

                                       By:  /s/ ERNIE L. DANNER 
                                          -------------------------------------
                                                Ernie L. Danner
                                                Chief Financial Officer
                                                and Executive Vice President

         Know all men by these presents, that each person whose signature
appears below constitutes and appoints Stephen A. Snider and Ernie Danner, and
each of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities to sign any or all amendments or post-effective amendments to this
Registration on Form S-8, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 24, 1999.

                                      -7-

<PAGE>   8

<TABLE>
<CAPTION>

            Signature                                            Title
            ---------                                            -----
<S>                                                <C>
      s/ STEPHEN A. SNIDER                   President, Chief Executive Officer and
--------------------------------             Director
         Stephen A. Snider                            

     /s/ ERNIE L. DANNER                     Chief Financial Officer, Executive Vice
--------------------------------             President and Director (Principal Financial and
         Ernie L. Danner                     Accounting Officer)
                                                             

      /s/ JOHN K. CASTLE                     Director
--------------------------------
          John K. Castle

     /s/ JEFFREY M. SIEGAL                   Director
--------------------------------
         Jeffrey M. Siegal

   /s/ WILLIAM J. LOVEJOY                    Director
--------------------------------
       William J. Lovejoy

     /s/ SAMUEL URCIS                        Director
--------------------------------
         Samuel Urcis

     /s/ C. KENT MAY                         Director
--------------------------------
         C. Kent May

    /s/ THOMAS C. CASE                       Director
--------------------------------
        Thomas C. Case
</TABLE>




                                      -8-

<PAGE>   9


                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

EXHIBIT
NUMBER                        DESCRIPTION                                            PAGE
-------                       -----------                                            ----
<S>            <C>                                                                <C>
 4.1     --    Certificate of Incorporation of Registrant (incorporated by 
               reference to Exhibit 3.1 to Registrant's Registration Statement 
               on Form S-4 (File No. 333-48283))

 4.3     --    Bylaws of the Registrant (incorporated by reference to 
               Exhibit 3.2 of Registrant's Registration Statement on Form S-4 
               (File No. 333-482883))

 5.1     --    Opinion of Valerie L. Banner, Esq. regarding the validity of 
               the securities being registered

23.1     --    Consent of Valerie L. Banner, Esq. (included as part of 
               Exhibit 5.1)

23.2     --    Consent of Deloitte & Touche LLP

23.3     --    Consent of KPMG LLP

25.2     --    Power of Attorney (set forth on the signature page contained in 
               Part II of this Registration Statement)

99.1     --    Universal Compression Holdings, Inc. Non-Qualified Stock 
               Purchase Plan
</TABLE>






                                      -9-
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{"company-data": {"conformed-name": "UNIVERSAL COMPRESSION HOLDINGS INC", "cik": "0001057234", "assigned-sic": "7359", "irs-number": "133989167", "state-of-incorporation": "TX", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72859", "film-number": "99548839"}, "business-address": {"street1": "4430 BRITTMOORE RD", "city": "HOUSTON", "state": "TX", "zip": "77041", "phone": "7134664103"}, "mail-address": {"street1": "4430 BRITTMOORE RD", "city": "HOUSTON", "state": "TX", "zip": "77041"}}
1
    As filed with the Securities and Exchange Commission on February 24, 1999
                                                      REGISTRATION NO. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              -------------------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              -------------------

                      UNIVERSAL COMPRESSION HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                                74-1282680
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                              150 EAST 58TH STREET
                            NEW YORK, NEW YORK 10155
                    (Address of principal executive offices)

     UNIVERSAL COMPRESSION HOLDINGS, INC. NON-QUALIFIED STOCK PURCHASE PLAN
                            (Full title of the plan)

                                  ERNIE DANNER
                           CHIEF FINANCIAL OFFICER AND
                            EXECUTIVE VICE PRESIDENT
                              4430 BRITTMOORE ROAD
                              HOUSTON, TEXAS 77041
                     (Name and address of agent for service)

                                 (713) 466-4103
          (Telephone number, including area code, of agent for service)

                                   COPIES TO:

                                VALERIE L. BANNER
                            SENIOR VICE PRESIDENT AND
                                 GENERAL COUNSEL
                              4430 BRITTMOORE ROAD
                              HOUSTON, TEXAS 77041

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                                  Proposed           Proposed        
              Title of                         Amount              Maximum            Maximum          Amount of
            Securities to                       to be          Offering Price        Aggregate       Registration
            be Registered                    Registered           Per Share       Offering Price          Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock,                                                                                       
par value $.01 per share............     10,000 shares             $50.00            $500,000           $139.00
--------------------------------------------------------------------------------------------------------------------
Series A Preferred Stock,                                                                           
par value $.01 per share............     40,000 shares             $50.00           $2,000,000          $556.00
====================================================================================================================
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

                  The following documents have been previously filed by
Universal Compression Holdings, Inc. (the "Company" or the "Registrant") with
the Securities and Exchange Commission and are hereby incorporated by reference
into this Registration Statement as of the dates indicated:

                  Prospectus dated September 18, 1998 filed pursuant to Rule
                  424(b)(3) with respect to the offer of the Company's Exchange
                  Notes registered pursuant to a Registration Statement on Form
                  S-4 (Registration No. 333-48283).

                  Quarterly Report on Form 10-Q for the quarter ended 
                  September 30, 1998.

                  Quarterly Report on Form 10-Q for the quarter ended 
                  December 31, 1998.

                  All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") subsequent to the date of this Registration Statement and prior
to the filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered hereunder have been sold or that
deregisters all such securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

The Common Stock and Series A Preferred Stock registered under this Registration
Statement on Form S-4 are being offered to employees and directors of the
Registrant and its subsidiary, Universal Compression, Inc., pursuant to an
offering under the Registrant's Non-Qualified Stock Purchase Plan by which
purchases may be made pursuant to the requirements of such offering, including
the requirement that four shares of Series A Preferred Stock be purchased for
each one share of Common Stock.

COMMON STOCK

                  Voting and Other Rights. The holders of the Common Stock
(other than the Non-Voting Common Stock, none of which is being registered
hereunder), are entitled to one vote for each share held of record on all
matters submitted to a vote of stockholders, including the election of
directors, and shall vote together as one class with the holders of the Series A
Preferred Stock. There are no cumulative voting rights, meaning that the holders
of a majority of the shares voting for the election of directors can elect all
the directors if they choose to do so. The Common Stock carries no preemptive
rights and is not convertible, redeemable or assessable.

                                      -2-
3

                  The holders of Common Stock are entitled to dividends in such
amounts and at such times as may be declared by the Board of Directors from
funds legally available therefor. So long as any share of Series A Preferred
Stock shall be issued and outstanding, the Company shall not declare, pay or set
aside for payment, any dividends on, or make any other distributions with
respect to, any shares of Common Stock. In addition, certain agreements of the
Company related to its outstanding indebtedness limit the payment of dividends.
The Company does not expect to pay dividends on the Common Stock in the
foreseeable future.

                  Upon liquidation or dissolution, holders of Common Stock are
entitled to share ratably in all net assets available for distribution to
shareholders after payment of preferential amounts to holders of preferred
stock. All outstanding shares of Common Stock are, and the shares of Common
Stock, if any, purchased under the Purchase Plan when issued will be, duly
authorized, validly issued, fully paid and nonassessable.

SERIES A PREFERRED STOCK

                  Dividends. No dividends are payable or shall accrue or be
payable on the Series A Preferred Stock other than as described below. Certain
agreements of the Company related to its outstanding indebtedness generally
limit the payment of dividends.

                  Redemption and Liquidation. The Series A Preferred Stock is
redeemable at any time as a whole or in part at the option of the Company for
cash in the amount of $50 per share (the "Stated Value"). If within ninety (90)
days of a liquidation, dissolution or winding up of the Company or a merger or
consolidation of the Company or a sale of substantially all of the assets of the
Company, in each case as would constitute a "Change of Control" under the
Indenture governing the Company's 11 3/8% Senior Discount Notes due 2009, the
Company has not redeemed the Series A Preferred Stock, each share of Series A
Preferred Stock shall bear dividends at the rate of 12.0% per annum of the
Stated Value thereof effective from the date of such Change in Control. Such
dividends on the Series A Preferred Stock shall accrue from day-to day whether
or not earned or declared and shall be cumulative from the date on which such
shares have been redeemed as provided therein, and shall be due and payable
quarterly, in arrears.

                  Restriction on Payment of Other Dividends. So long as any
share of Series A Preferred Stock shall be issued and outstanding, the Company
shall not declare, pay or set aside for payment, any dividends on, or make any
other distributions with respect to, any shares of Common Stock or other shares
of capital stock of the Company ranking junior to the Series A Preferred Stock
as to dividend rights or rights upon liquidation, dissolution or winding up.

                  Voting. In addition to any voting rights required by law, each
share of the Series A Preferred Stock entitles each holder to one vote on all
matters presented to the holders of the 

                                      -3-
4

Common Stock generally, with the votes of the holders of the Common Stock and
the Series A Preferred Stock to be treated together as a single class.
Notwithstanding the foregoing, unless the consent or approval of a greater
number of shares shall then be required by law, the affirmative vote of the
holders of at least a majority of the outstanding shares of Series A Preferred
Stock, separately as a single class, are necessary to (i) amend, alter or repeal
any provision of the Certificate of Incorporation or Bylaws of the Company, and
(ii) effect the consolidation or merger of the Company or sale of all or
substantially all of its assets, in each case so as to affect adversely any of
the preferences, rights, powers or privileges of the Series A Preferred Stock or
the holders thereof.

OTHER VOTING MATTERS

                  Principal Stockholder Control. Certain principal stockholders
currently own and control in excess of 95% of the Company's outstanding voting
stock. Accordingly, they have the ability to elect the entire Board of Directors
of the Company, and in general, to determine the outcome of any other matter
submitted to stockholders for their approval, including the power to determine
the outcome of all corporate transactions, such as mergers, consolidations, and
the sale of all or substantially all of the assets of the Company.

                  Voting Trust. The voting rights for the Common Stock and
Series A Preferred Stock described herein are currently being contractually
exercised with respect to a majority of the outstanding shares by a voting
trustee pursuant to the terms of a voting trust agreement. All shares issued
under the Company's Non-Qualified Stock Purchase Plan will be contractually
subject to the voting trust upon their issuance.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

                  The validity of the shares of Common Stock covered by this
Registration Statement has been passed upon for the Company by Valerie L.
Banner, Senior Vice President and General Counsel of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The Certificate of Incorporation, as amended, provides for
indemnification of directors to the fullest extent permitted by the relevant
provisions of the General Corporation Law of the State of Delaware (the "GCL").
The By-Laws of the Company provide similar indemnification for officers and
employees. The GCL permits a corporation to limit or eliminate a director's or
officer's personal liability to the corporation or the holders of its capital
stock for breach of duty. This limitation is generally unavailable for acts or
omissions by a director or officer which were (i) in bad faith, (ii) were the
result of active and deliberate dishonesty and were material to the cause of
action so adjudicated or (iii) involved a financial profit or other advantage to
which such director was not legally entitled. The effect of these provisions is
to eliminate the rights of the Company and its stockholders (through
stockholders' derivative suits on behalf of the Company) to 

                                      -4-
5

recover monetary damages against a director or officer for breach of fiduciary
duty as a director (including breaches resulting from grossly negligent
behavior), except in the situations described above. These provisions will not
limit the liability of directors or officers under the federal securities laws
of the United States.

                  See Item 9 for a statement of the Company's undertaking as to
the Securities and Exchange Commission's position respecting indemnification
arising under the Securities Act of 1933 (the "Securities Act").

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Inapplicable.

ITEM 8.  EXHIBITS

 4.1     --    Certificate of Incorporation of Registrant (incorporated by 
               reference to Exhibit 3.1 to Registrant's Registration Statement 
               on Form S-4 (File No. 333-48283))

 4.3     --    Bylaws of the Registrant (incorporated by reference to 
               Exhibit 3.2 of Registrant's Registration Statement on Form S-4 
               (File No. 333-482883))

 5.1     --    Opinion of Valerie L. Banner, Esq. regarding the validity of 
               the securities being registered

23.1     --    Consent of Valerie L. Banner, Esq. (included as part of 
               Exhibit 5.1)

23.2     --    Consent of Deloitte & Touche LLP

23.3     --    Consent of KPMG LLP

25.2     --    Power of Attorney (set forth on the signature page contained in 
               Part II of this Registration Statement)

99.1     --    Universal Compression Holdings, Inc. Non-Qualified Stock 
               Purchase Plan

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement:

                                      -5-
6

                                (i)   to include any prospectus required by 
                                      Section 10(a)(3) of the Securities Act;

                                (ii)  to reflect in the prospectus any facts or
                                      events arising after the effective date of
                                      the Registration Statement (or the most
                                      recent post-effective amendment thereof)
                                      which, individually or in the aggregate,
                                      represent a fundamental change in the
                                      information set forth in the Registration
                                      Statement; and

                                (iii) to include any material information with
                                      respect to the plan of distribution not
                                      previously disclosed in the Registration
                                      Statement or any material change to such
                                      information in the Registration Statement;

                           provided, however, that paragraphs (a)(1)(i) and
                           (a)(1)(ii) do not apply if the information required
                           to be included in a post-effective amendment by those
                           paragraphs is contained in periodic reports filed
                           with or furnished to the Commission by the registrant
                           pursuant to Section 13 or Section 15(d) of the
                           Exchange Act that are incorporated by reference in
                           the registration statement.

                  (2)      That for purposes of determining any liability under
                           the Securities Act, each such post-effective
                           amendment shall be deemed to be a new registration
                           statement relating to the securities offered therein,
                           and the offering of such securities at that time
                           shall be deemed to be the initial bona fide offering
                           thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b)      The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act, each filing of the registrant's annual report pursuant to
                  Section 13(a) or 15(d) of the Exchange Act (and, where
                  applicable, each filing of an employee benefit plan's annual
                  report pursuant to Section 15(d) of the Exchange Act) that is
                  incorporated by reference in the Registration Statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

                                      -6-
7

         (c)      Insofar as indemnification for liabilities arising under the 
                  Securities Act may be permitted to directors, officers and
                  controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Securities Act and is, therefore,
                  unenforceable. In the event that a claim for indemnification
                  against such liabilities (other than the payment by the
                  Registrant of expenses incurred or paid by a director, officer
                  or controlling person of the Registrant in the successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the Registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Securities Act
                  and will be governed by the final adjudication of such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas on the 24th day of February,
1999.

                                       UNIVERSAL COMPRESSION HOLDINGS, INC.

                                       By:  /s/ ERNIE L. DANNER 
                                          -------------------------------------
                                                Ernie L. Danner
                                                Chief Financial Officer
                                                and Executive Vice President

         Know all men by these presents, that each person whose signature
appears below constitutes and appoints Stephen A. Snider and Ernie Danner, and
each of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities to sign any or all amendments or post-effective amendments to this
Registration on Form S-8, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 24, 1999.

                                      -7-
8
Signature                                            Title
            ---------                                            -----
s/ STEPHEN A. SNIDER                   President, Chief Executive Officer and
--------------------------------             Director
         Stephen A. Snider                            

     /s/ ERNIE L. DANNER                     Chief Financial Officer, Executive Vice
--------------------------------             President and Director (Principal Financial and
         Ernie L. Danner                     Accounting Officer)
                                                             

      /s/ JOHN K. CASTLE                     Director
--------------------------------
          John K. Castle

     /s/ JEFFREY M. SIEGAL                   Director
--------------------------------
         Jeffrey M. Siegal

   /s/ WILLIAM J. LOVEJOY                    Director
--------------------------------
       William J. Lovejoy

     /s/ SAMUEL URCIS                        Director
--------------------------------
         Samuel Urcis

     /s/ C. KENT MAY                         Director
--------------------------------
         C. Kent May

    /s/ THOMAS C. CASE                       Director
--------------------------------
        Thomas C. Case
-8-
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                                  EXHIBIT INDEX
EXHIBIT
NUMBER                        DESCRIPTION                                            PAGE
-------                       -----------                                            ----
4.1     --    Certificate of Incorporation of Registrant (incorporated by 
               reference to Exhibit 3.1 to Registrant's Registration Statement 
               on Form S-4 (File No. 333-48283))

 4.3     --    Bylaws of the Registrant (incorporated by reference to 
               Exhibit 3.2 of Registrant's Registration Statement on Form S-4 
               (File No. 333-482883))

 5.1     --    Opinion of Valerie L. Banner, Esq. regarding the validity of 
               the securities being registered

23.1     --    Consent of Valerie L. Banner, Esq. (included as part of 
               Exhibit 5.1)

23.2     --    Consent of Deloitte & Touche LLP

23.3     --    Consent of KPMG LLP

25.2     --    Power of Attorney (set forth on the signature page contained in 
               Part II of this Registration Statement)

99.1     --    Universal Compression Holdings, Inc. Non-Qualified Stock 
               Purchase Plan
-9-