<PAGE>   1
   As filed with the Securities and Exchange Commission on September 17, 2001

                                                         REGISTRATION NO. 333-
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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                                 13-3989167
    (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                 Identification No.)

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

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

         UNIVERSAL COMPRESSION, INC. 401(k) RETIREMENT AND SAVINGS PLAN
                            (Full title of the plan)

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

                                STEPHEN A. SNIDER
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                      UNIVERSAL COMPRESSION HOLDINGS, INC.
                              4440 BRITTMOORE ROAD
                              HOUSTON, TEXAS 77041
                     (Name and address of agent for service)

                                 (713) 335-7000
          (Telephone number, including area code, of agent for service)

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

                                   Copies to:

                                 MARK L. CARLTON
                             SENIOR VICE PRESIDENT,
                          GENERAL COUNSEL AND SECRETARY
                      UNIVERSAL COMPRESSION HOLDINGS, INC.
                              4440 BRITTMOORE ROAD
                              HOUSTON, TEXAS 77041

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
                                           PROPOSED
                                           MAXIMUM     PROPOSED
                                           OFFERING    MAXIMUM
                               AMOUNT TO     PRICE     AGGREGATE   AMOUNT OF
TITLE OF SECURITIES TO            BE         PER       OFFERING   REGISTRATION
    BE REGISTERED             REGISTERED   Share(2)    PRICE(2)       FEE
--------------------------------------------------------------------------------
<S>                             <C>         <C>        <C>            <C>
Common Stock, par
  value $.01 per
  share(1)............          100,000     $25.69     $2,569,000     $642
================================================================================
</TABLE>
(1)   In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
      amended (the "Securities Act"), this Registration Statement also covers an
      indeterminate amount of interests to be offered or sold pursuant to the
      Universal Compression, Inc. 401(k) Retirement and Savings Plan described
      herein.

(2)   Estimated solely for the purpose of computing the registration fee
      pursuant to Rule 457(h) of the Securities Act on the basis of the high and
      low prices reported in the New York Stock Exchange National Market on
      September 10, 2001.

================================================================================
<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*     Information required by Part I to be contained in the Section 10(a)
      prospectus is omitted from this Registration Statement in accordance with
      Rule 428 under the Securities Act and the Note to Part I of Form S-8.

                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      This Registration Statement covers shares of common stock, par value $.01
per share, of Universal Compression Holdings, Inc. (the "Common Stock")
authorized for issuance pursuant to the Universal Compression, Inc. 401(k)
Retirement and Savings Plan.

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 (the "Commission") and are hereby
incorporated by reference into this Registration Statement as of the dates
indicated as filed with the Commission:

      (a)   Annual Report on Form 10-K for the fiscal year ending March 31,
            2001.

      (b)   Quarterly Report on Form 10-Q for the quarter ended June 30, 2001.

      (c)   Current Report on Form 8-K dated July 23, 2001.

      (d)   The description of the Common Stock, included in the Company's
            Registration Statement on Form 8-A dated April 20, 2000, as amended
            on May 15, 2000.

      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. Any statement contained
herein or in any document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document that also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of this
Registration Statement, except as so modified or superseded.

ITEM 4. DESCRIPTION OF SECURITIES.

      Not applicable.

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 Mark L. Carlton, Senior Vice
President and General Counsel of the Company. As of the date of this
Registration Statement, Mr. Carlton owned 10,000 restricted shares of Common
Stock of the Company (none of which have vested) and options to purchase 60,000
shares of Common Stock (includes options to purchase Common Stock that are not
yet vested).

                                       2
<PAGE>   3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of directors
to the corporation or its stockholders for monetary damages for breaches of
fiduciary duty, except for liability (a) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (b) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the DGCL, or (d) for any transaction from which
the director derived an improper personal benefit. The registrant's Restated
Certificate of Incorporation provides that the personal liability of directors
of the registrant is eliminated to the fullest extent permitted by Section
102(b)(7) of the DGCL.

      Under Section 145 of the DGCL, a corporation has the power to indemnify
directors and officers under certain prescribed circumstances and subject to
certain limitations against certain costs and expenses, including attorneys'
fees actually and reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or investigative, to which
any of them is a party by reason of being a director or officer of the
corporation if it is determined that the director or officer acted in accordance
with the applicable standard of conduct set forth in such statutory provisions.
The registrant's Bylaws provide that the registrant will indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding by reason of the fact that he is
or was a director or officer of the registrant, or is or was serving at the
request of the registrant as a director, officer, employee or agent of another
entity, against certain liabilities, costs and expenses. The Bylaws further
permit the registrant to maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the registrant, or is or was
serving at the request of the registrant as a director, officer, employee or
agent of another entity, against any liability asserted against such person and
incurred by such person in any such capacity or arising out of his status as
such, whether or not the registrant would have the power to indemnify such
person against such liability under the DGCL. The registrant currently maintains
and expects to continue maintaining directors' and officers' liability
insurance. In addition, the registrant has entered into indemnification
agreements with each of its officers and directors, as well as officers of its
operating subsidiary.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.


ITEM 8. EXHIBITS.
<Table>
<Caption>
   EXHIBIT NO.             DESCRIPTION
   -----------             -----------
<S>         <C>
      4.1*  Universal Compression, Inc. 401(k) Retirement and Savings Plan.

      5.1*  Opinion of Mark L. Carlton, Esq. regarding the validity of the
            securities being registered.

     23.1*  Consent of Mark L. Carlton, Esq. (included as part of Exhibit 5.1).

     23.2*  Consent of Deloitte & Touche LLP.

     24     Power of attorney (set forth on the signature page contained in this
            Registration Statement).
</Table>
* Filed herewith.

      Undertaking Regarding Status of Favorable Determination Letter Covering
the Plan.

      The Registrant will submit the Universal Conpression, Inc. 401(k)
Retirement and Savings Plan and any amendment thereto to the Internal Revenue
Service (the "IRS") in a timely manner and will make all changes required by the
IRS in order to qualify the plan.


                                       3
<PAGE>   4

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:

                  (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.

      (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 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.


                                       4
<PAGE>   5
                                   SIGNATURES

      The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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 17th day of
September, 2001.

                                      UNIVERSAL COMPRESSION HOLDINGS, INC.


                                      By: /s/ STEPHEN A. SNIDER
                                          -------------------------------------
                                          Stephen A. Snider
                                          President and Chief Executive Officer

      Know all men by these presents, that each person whose signature appears
below constitutes and appoints Stephen A. Snider, Ernie L. Danner and Richard
FitzGerald, 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 September 17, 2001.

<Table>
<Caption>
         SIGNATURE                                 TITLE
         ---------                                 -----
<S>                               <C>
  /s/ STEPHEN A. SNIDER           President, Chief Executive Officer
 -------------------------------- and Director
      Stephen A. Snider           (Principal Executive Officer)


  /s/ RICHARD FITZGERALD          Senior Vice President and Chief
 -------------------------------- Financial Officer
      Richard FitzGerald          (Principal Financial Officer and Principal
                                  Accounting Officer)


    /s/ THOMAS C. CASE            Director
 --------------------------------
        Thomas C. Case


                                  Director
 --------------------------------
           John K. Castle


    /s/ ERNIE L. DANNER           Executive Vice President and Director
 --------------------------------
        Ernie L. Danner


 /s/ BERNARD J. DUROC-DANNER      Director
 --------------------------------
     Bernard J. Duroc-Danner


  /s/ URIEL E. DUTTON             Director
 --------------------------------
      Uriel E. Dutton


                                  Director
 --------------------------------
        Curtis W. Huff
</TABLE>

                                       5
<PAGE>   6
<TABLE>
<S>                               <C>
     /s/ KENT C. MAY              Director
 --------------------------------
         C. Kent May


 /s/ WILLIAM M. PRUELLAGE         Director
 --------------------------------
     William M. Pruellage


 /s/ EDMUND P. SEGNER, III        Director
 --------------------------------
     Edmund P. Segner, III


                                  Director
---------------------------------
         Samuel Urcis
</Table>


                                        6
<PAGE>   7
      The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Universal Compression, Inc. 401(k)
Retirement and Savings Plan) have 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 17th day of September, 2001.

                                UNIVERSAL COMPRESSION, INC. 401(k)
                                RETIREMENT AND SAVINGS PLAN

                                By:  /s/ MARK L. CARLTON
                                   -----------------------------


                                       7
<PAGE>   8
                                  EXHIBIT INDEX

<Table>
<Caption>
   EXHIBIT NO.             DESCRIPTION
   -----------             -----------
<S>         <C>

      4.1*  Universal Compression, Inc. 401(k) Retirement and Savings Plan.

      5.1*  Opinion of Mark L. Carlton, Esq. regarding the validity of the
            securities being registered.

     23.1*  Consent of Mark L. Carlton, Esq. (included as part of Exhibit 5.1).

     23.2*  Consent of Deloitte & Touche LLP.

     24     Power of attorney (set forth on the signature page contained in this
            Registration Statement).
</Table>
* Filed herewith.
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{"company-data": {"conformed-name": "UNIVERSAL COMPRESSION HOLDINGS INC", "cik": "0001057234", "assigned-sic": "7359", "irs-number": "133989167", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69504", "film-number": "1739057"}, "business-address": {"street1": "4440 BRITTMOORE RD", "city": "HOUSTON", "state": "TX", "zip": "77041", "phone": "7134664103"}, "mail-address": {"street1": "4440 BRITTMOORE RD", "city": "HOUSTON", "state": "TX", "zip": "77041"}}
1
   As filed with the Securities and Exchange Commission on September 17, 2001

                                                         REGISTRATION NO. 333-
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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                                 13-3989167
    (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                 Identification No.)

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

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

         UNIVERSAL COMPRESSION, INC. 401(k) RETIREMENT AND SAVINGS PLAN
                            (Full title of the plan)

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

                                STEPHEN A. SNIDER
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                      UNIVERSAL COMPRESSION HOLDINGS, INC.
                              4440 BRITTMOORE ROAD
                              HOUSTON, TEXAS 77041
                     (Name and address of agent for service)

                                 (713) 335-7000
          (Telephone number, including area code, of agent for service)

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

                                   Copies to:

                                 MARK L. CARLTON
                             SENIOR VICE PRESIDENT,
                          GENERAL COUNSEL AND SECRETARY
                      UNIVERSAL COMPRESSION HOLDINGS, INC.
                              4440 BRITTMOORE ROAD
                              HOUSTON, TEXAS 77041

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

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                           PROPOSED
                                           MAXIMUM     PROPOSED
                                           OFFERING    MAXIMUM
                               AMOUNT TO     PRICE     AGGREGATE   AMOUNT OF
TITLE OF SECURITIES TO            BE         PER       OFFERING   REGISTRATION
    BE REGISTERED             REGISTERED   Share(2)    PRICE(2)       FEE
--------------------------------------------------------------------------------
Common Stock, par
  value $.01 per
  share(1)............          100,000     $25.69     $2,569,000     $642
================================================================================
(1)   In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
      amended (the "Securities Act"), this Registration Statement also covers an
      indeterminate amount of interests to be offered or sold pursuant to the
      Universal Compression, Inc. 401(k) Retirement and Savings Plan described
      herein.

(2)   Estimated solely for the purpose of computing the registration fee
      pursuant to Rule 457(h) of the Securities Act on the basis of the high and
      low prices reported in the New York Stock Exchange National Market on
      September 10, 2001.

================================================================================
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*     Information required by Part I to be contained in the Section 10(a)
      prospectus is omitted from this Registration Statement in accordance with
      Rule 428 under the Securities Act and the Note to Part I of Form S-8.

                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      This Registration Statement covers shares of common stock, par value $.01
per share, of Universal Compression Holdings, Inc. (the "Common Stock")
authorized for issuance pursuant to the Universal Compression, Inc. 401(k)
Retirement and Savings Plan.

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 (the "Commission") and are hereby
incorporated by reference into this Registration Statement as of the dates
indicated as filed with the Commission:

      (a)   Annual Report on Form 10-K for the fiscal year ending March 31,
            2001.

      (b)   Quarterly Report on Form 10-Q for the quarter ended June 30, 2001.

      (c)   Current Report on Form 8-K dated July 23, 2001.

      (d)   The description of the Common Stock, included in the Company's
            Registration Statement on Form 8-A dated April 20, 2000, as amended
            on May 15, 2000.

      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. Any statement contained
herein or in any document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document that also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of this
Registration Statement, except as so modified or superseded.

ITEM 4. DESCRIPTION OF SECURITIES.

      Not applicable.

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 Mark L. Carlton, Senior Vice
President and General Counsel of the Company. As of the date of this
Registration Statement, Mr. Carlton owned 10,000 restricted shares of Common
Stock of the Company (none of which have vested) and options to purchase 60,000
shares of Common Stock (includes options to purchase Common Stock that are not
yet vested).

                                       2
3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of directors
to the corporation or its stockholders for monetary damages for breaches of
fiduciary duty, except for liability (a) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (b) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the DGCL, or (d) for any transaction from which
the director derived an improper personal benefit. The registrant's Restated
Certificate of Incorporation provides that the personal liability of directors
of the registrant is eliminated to the fullest extent permitted by Section
102(b)(7) of the DGCL.

      Under Section 145 of the DGCL, a corporation has the power to indemnify
directors and officers under certain prescribed circumstances and subject to
certain limitations against certain costs and expenses, including attorneys'
fees actually and reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or investigative, to which
any of them is a party by reason of being a director or officer of the
corporation if it is determined that the director or officer acted in accordance
with the applicable standard of conduct set forth in such statutory provisions.
The registrant's Bylaws provide that the registrant will indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding by reason of the fact that he is
or was a director or officer of the registrant, or is or was serving at the
request of the registrant as a director, officer, employee or agent of another
entity, against certain liabilities, costs and expenses. The Bylaws further
permit the registrant to maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the registrant, or is or was
serving at the request of the registrant as a director, officer, employee or
agent of another entity, against any liability asserted against such person and
incurred by such person in any such capacity or arising out of his status as
such, whether or not the registrant would have the power to indemnify such
person against such liability under the DGCL. The registrant currently maintains
and expects to continue maintaining directors' and officers' liability
insurance. In addition, the registrant has entered into indemnification
agreements with each of its officers and directors, as well as officers of its
operating subsidiary.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8. EXHIBITS.
EXHIBIT NO.             DESCRIPTION
   -----------             -----------
4.1*  Universal Compression, Inc. 401(k) Retirement and Savings Plan.

      5.1*  Opinion of Mark L. Carlton, Esq. regarding the validity of the
            securities being registered.

     23.1*  Consent of Mark L. Carlton, Esq. (included as part of Exhibit 5.1).

     23.2*  Consent of Deloitte & Touche LLP.

     24     Power of attorney (set forth on the signature page contained in this
            Registration Statement).
* Filed herewith.

      Undertaking Regarding Status of Favorable Determination Letter Covering
the Plan.

      The Registrant will submit the Universal Conpression, Inc. 401(k)
Retirement and Savings Plan and any amendment thereto to the Internal Revenue
Service (the "IRS") in a timely manner and will make all changes required by the
IRS in order to qualify the plan.

                                       3
4

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:

                  (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.

      (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 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.

                                       4
5
                                   SIGNATURES

      The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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 17th day of
September, 2001.

                                      UNIVERSAL COMPRESSION HOLDINGS, INC.

                                      By: /s/ STEPHEN A. SNIDER
                                          -------------------------------------
                                          Stephen A. Snider
                                          President and Chief Executive Officer

      Know all men by these presents, that each person whose signature appears
below constitutes and appoints Stephen A. Snider, Ernie L. Danner and Richard
FitzGerald, 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 September 17, 2001.
SIGNATURE                                 TITLE
         ---------                                 -----
/s/ STEPHEN A. SNIDER           President, Chief Executive Officer
 -------------------------------- and Director
      Stephen A. Snider           (Principal Executive Officer)

  /s/ RICHARD FITZGERALD          Senior Vice President and Chief
 -------------------------------- Financial Officer
      Richard FitzGerald          (Principal Financial Officer and Principal
                                  Accounting Officer)

    /s/ THOMAS C. CASE            Director
 --------------------------------
        Thomas C. Case

                                  Director
 --------------------------------
           John K. Castle

    /s/ ERNIE L. DANNER           Executive Vice President and Director
 --------------------------------
        Ernie L. Danner

 /s/ BERNARD J. DUROC-DANNER      Director
 --------------------------------
     Bernard J. Duroc-Danner

  /s/ URIEL E. DUTTON             Director
 --------------------------------
      Uriel E. Dutton

                                  Director
 --------------------------------
        Curtis W. Huff
5
6
/s/ KENT C. MAY              Director
 --------------------------------
         C. Kent May

 /s/ WILLIAM M. PRUELLAGE         Director
 --------------------------------
     William M. Pruellage

 /s/ EDMUND P. SEGNER, III        Director
 --------------------------------
     Edmund P. Segner, III

                                  Director
---------------------------------
         Samuel Urcis
6
7
      The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Universal Compression, Inc. 401(k)
Retirement and Savings Plan) have 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 17th day of September, 2001.

                                UNIVERSAL COMPRESSION, INC. 401(k)
                                RETIREMENT AND SAVINGS PLAN

                                By:  /s/ MARK L. CARLTON
                                   -----------------------------

                                       7
8
                                  EXHIBIT INDEX
EXHIBIT NO.             DESCRIPTION
   -----------             -----------
4.1*  Universal Compression, Inc. 401(k) Retirement and Savings Plan.

      5.1*  Opinion of Mark L. Carlton, Esq. regarding the validity of the
            securities being registered.

     23.1*  Consent of Mark L. Carlton, Esq. (included as part of Exhibit 5.1).

     23.2*  Consent of Deloitte & Touche LLP.

     24     Power of attorney (set forth on the signature page contained in this
            Registration Statement).
* Filed herewith.