S-8

As filed with the Securities and Exchange Commission on November 10, 2010

     Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

EXTERRAN HOLDINGS, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware	74-3204509
(State or Other Jurisdiction	(I.R.S. Employer
of Incorporation or Organization)	Identification Number)

16666 Northchase Drive, Houston, Texas 77060
(Address of Principal Executive Offices, including Zip Code)

Exterran Holdings, Inc. Amended and Restated 2007 Stock Incentive Plan
(Full title of the plan)

Donald C. Wayne
Senior Vice President, General Counsel and Secretary
16666 Northchase Drive, Houston, Texas
77060
(281) 836-7000
(Name, Address and Telephone Number, including Area Code, of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o  Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

				Proposed
				Maximum		Proposed Maximum		Amount Of
Title of Securities	Amount To Be			Offering Price		Aggregate Offering		Registration
To Be Registered	Registered (1)			Per Share (2)		Price (2)		Fee
Common Stock, $0.01 par value per share		3,000,000	(3)	$	23.30	$	69,900,000	$	4,984

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional shares of common stock which become issuable under the antidilution provision of the plan being registered pursuant to this registration statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration, which results in an increase in the number of the Registrant’s outstanding shares of common stock.
(2)	Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and 457(h) under the Securities Act, based upon the average of the high and low prices reported on the New York Stock Exchange on November 5, 2010.
(3)	Represents an increase in shares available under the Registrant’s Amended and Restated 2007 Stock Incentive Plan pursuant to an amendment to such plan that was previously approved by the Registrant’s board of directors and stockholders.

TABLE OF CONTENTS

PART II
	Item 3. Incorporation of Documents by Reference.
	Item 8. Exhibits.
SIGNATURES
INDEX TO EXHIBITS
EX-5.1
EX-23.1

REGISTRATION OF ADDITIONAL SECURITIES

     This Registration Statement on Form S-8 is being filed to register 3,000,000 shares of common stock, par value $0.01 per share, of Exterran Holdings, Inc. (the “Company”) authorized for issuance pursuant to the Company’s Amended and Restated 2007 Stock Incentive Plan (as amended, the “Plan”). These additional shares have become authorized for issuance as a result of the adoption of an amendment to the Plan approved by the Company’s board of directors and stockholders.

     The common stock registered hereunder is in addition to the 4,750,000 shares of common stock in connection with the Plan previously registered on the Company’s Registration Statement on Form S-8 filed on August 20, 2007 (File No. 333-145589), and the 2,000,000 shares of common stock in connection with the Plan previously registered on the Company’s Registration Statement on Form S-8 filed on March 2, 2010 (File No. 333-165146). These registration statements are incorporated by reference herein in accordance with General Instruction E to Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents previously filed (other than the portions of those documents furnished or otherwise not deemed to be filed) by the Company with the Securities and Exchange Commission (the “SEC”) are hereby incorporated by reference in this Registration Statement:

• The Company’s Annual Report on Form 10-K for the year ended December 31, 2009 filed with the SEC on February 25, 2010;

• The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 filed with the SEC on May 6, 2010;

• The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 filed with the SEC on August 5, 2010;

• The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 filed with the SEC on November 4, 2010;

• The Company’s Current Reports on Form 8-K filed with the SEC on March 4, 2010, May 3, 2010, July 28, 2010, August 12, 2010 and September 9, 2010;

• The Company’s Registration Statement on Form S-8, Registration No. 333-145589, filed with the SEC on August 20, 2007;

• The Company’s Registration Statement on Form S-8, Registration No. 333-165146, filed with the SEC on March 2, 2010; and

• The description of the Company’s common stock, par value $0.01 per share, contained in the Company’s Current Report on Form 8-K, filed with the SEC on August 20, 2007, including all amendments and reports filed for the purpose of updating that description.

     All documents subsequently filed (other than the portions of those documents furnished or otherwise not deemed to be filed) by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

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     Any statement contained herein or in a 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 which also is or is deemed to be incorporated by reference herein modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

No.	Description
4.1	Exterran Holdings, Inc. Amended and Restated 2007 Stock Incentive Plan, incorporated by reference to Exhibit 10.16 to the Registrant’s Quarterly Report on Form 10-Q, filed November 6, 2007
4.2	Amendment No. 1 to the Exterran Holdings, Inc. Amended and Restated 2007 Stock Incentive Plan, incorporated by reference to Annex A to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed March 26, 2009
4.3	Amendment No. 2 to the Exterran Holdings, Inc. Amended and Restated 2007 Stock Incentive Plan, incorporated by reference to Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-Q, filed May 7, 2009
4.4	Amendment No. 3 to the Exterran Holdings, Inc. Amended and Restated 2007 Stock Incentive Plan, incorporated by reference to Annex A to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed March 29, 2010
5.1*	Opinion of Baker Botts L.L.P. as to the legality of the securities being registered
23.1*	Consent of Deloitte & Touche LLP
23.2*	Consent of Baker Botts L.L.P. (contained in Exhibit 5.1)
24.1*	Powers of Attorney (set forth on the signature page of this Registration Statement)

* Filed herewith.

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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 November 4, 2010.

EXTERRAN HOLDINGS, INC.
By:	/s/ J. MICHAEL ANDERSON
	Name:	J. Michael Anderson
	Title:	Senior Vice President, Chief Financial Officer and Chief of Staff

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ernie L. Danner, J. Michael Anderson, Kenneth R. Bickett and Donald C. Wayne and each of them severally as his or her true and lawful attorneys-in-fact, with power to act, with or without the other, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any registration statement for the same offering filed pursuant to Rule 462 under the Securities Act, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact full power and authority to do and perform each and every act and anything appropriate or necessary to be done, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on November 3, 2010.

Signature	Title
/s/ ERNIE L. DANNER Ernie L. Danner	President and Chief Executive Officer and Director (Principal Executive Officer)
/s/ J. MICHAEL ANDERSON J. Michael Anderson	Senior Vice President, Chief Financial Officer and Chief of Staff (Principal Financial Officer)
/s/ KENNETH R. BICKETT Kenneth R. Bickett	Vice President, Finance and Accounting (Principal Accounting Officer)
/s/ JANET F. CLARK Janet F. Clark	Director
/s/ URIEL E. DUTTON Uriel E. Dutton	Director
/s/ GORDON T. HALL Gordon T. Hall	Director
/s/ J.W.G. HONEYBOURNE J.W.G. Honeybourne	Director

Signature	Title
/s/ MARK A. MCCOLLUM	Director
Mark A. McCollum
/s/ WILLIAM C. PATE	Director
William C. Pate
/s/ STEPHEN M. PAZUK	Director
Stephen M. Pazuk
/s/ CHRISTOPHER T. SEAVER	Director
Christopher T. Seaver

INDEX TO EXHIBITS

No.	Description
4.1	Exterran Holdings, Inc. Amended and Restated 2007 Stock Incentive Plan, incorporated by reference to Exhibit 10.16 to the Registrant’s Quarterly Report on Form 10-Q, filed November 6, 2007
4.2	Amendment No. 1 to the Exterran Holdings, Inc. Amended and Restated 2007 Stock Incentive Plan, incorporated by reference to Annex A to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed March 26, 2009
4.3	Amendment No. 2 to the Exterran Holdings, Inc. Amended and Restated 2007 Stock Incentive Plan, incorporated by reference to Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-Q, filed May 7, 2009
4.4	Amendment No. 3 to the Exterran Holdings, Inc. Amended and Restated 2007 Stock Incentive Plan, incorporated by reference to Annex A to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed March 29, 2010
5.1*	Opinion of Baker Botts L.L.P. as to the legality of the securities being registered
23.1*	Consent of Deloitte & Touche LLP
23.2*	Consent of Baker Botts L.L.P. (contained in Exhibit 5.1)
24.1*	Powers of Attorney (set forth on the signature page of this Registration Statement)

* Filed herewith.

EX-5.1

Exhibit 5.1

November 10, 2010

Exterran Holdings, Inc.
16666 Northchase Drive
Houston, Texas 77060

Ladies and Gentlemen:

     As set forth in the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Exterran Holdings, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance of up to 3,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, issuable pursuant to the Company’s 2007 Stock Incentive Plan (the “Plan”), certain legal matters in connection with the Shares are being passed upon for you by us. At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Registration Statement.

     In our capacity as your counsel in the connection referred to above, we have examined the Restated Certificate of Incorporation and the Second Amended and Restated Bylaws of the Company, in each case as amended to date, and originals, or copies certified or otherwise identified, of the Plan, corporate records of the Company, including minute books of the Company as furnished to us by the Company, certificates of public officials and of representatives of the Company, statutes and other instruments and documents as a basis for the opinion hereinafter expressed. In giving such opinion, we have relied on certificates of officers of the Company and of public officials with respect to the accuracy of the factual matters contained in such certificates. In making our examination, we have assumed that all signatures on all documents examined by us are genuine, that all documents submitted to us as originals are accurate and complete, that all documents submitted to us as copies are true and correct copies of the originals thereof and that all information submitted to us was accurate and complete. In addition, we have assumed for purposes of this opinion that the consideration received by the Company for the Shares will be not less than the par value of the Shares.

     On the basis of the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that, when originally issued by the Company pursuant to the provisions of the Plan following due authorization of a particular award thereunder by a duly constituted and acting committee of the Board of Directors of the Company as provided in and in accordance with the Plan, the Shares issuable pursuant to such award will have been duly authorized by all necessary corporate action on the part of the Company. Upon issuance and delivery of the Shares from time to time pursuant to the terms of such award for the consideration established pursuant to the terms of such award and the Plan and otherwise in accordance with the terms and conditions of such award, including, if applicable, the lapse of any restrictions relating thereto, the satisfaction of any performance conditions associated therewith and any requisite determinations by or pursuant to the authority of the Board of Directors of the Company or a duly constituted and acting committee thereof as provided therein, and, in the case

of stock options, the exercise thereof and payment for such Shares as provided therein, and assuming the continued updating and effectiveness of the Registration Statement, such Shares will have been (when issued, sold and delivered as authorized) validly issued, fully paid and nonassessable.

     This opinion is limited in all respects to the General Corporation Law of the State of Delaware, as in effect on the date hereof.

     We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Baker Botts L.L.P.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 25, 2010, relating to the financial statements and financial statement schedule of Exterran Holdings, Inc. (the “Company”), and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2009.

/s/ Deloitte & Touche LLP

Houston, Texas
November 10, 2010