SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SNIDER STEPHEN A

(Last)

(First)

(Middle)

4444 BRITTMOORE

(Street)

HOUSTON

77041

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EXTERRAN HOLDINGS INC. [ EXH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/03/2008		G		500	D	$0	34,471	D
Common Stock	03/04/2008		M		29,015	A	$16.71	63,486	D
Common Stock	03/04/2008		A		20,060⁽¹⁾	A	$0	83,546⁽²⁾	D
Common Stock								1,438⁽³⁾	I	401(k) Plan
Common Stock								750	I	By Son

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$16.71	03/04/2008		M			29,015	⁽⁴⁾	03/10/2013	Common Stock	29,015	$0	0	D
Stock Option (Right to Buy)	$67.3	03/04/2008		A		54,210		⁽⁵⁾	03/14/2015	Common Stock	54,210	$0	54,210	D

Explanation of Responses:

1. This award represents a grant of restricted stock under Exterran Holdings, Inc. Amended and Restated 2007 Stock Incentive Plan which vests over a three-year period at the rate of one-third per year beginning on 3/4/09 and on each successive anniversary of the date of grant. Vesting is subject to acceleration due to a qualifying change of control. Any unvested portion of this award will be forfeited upon termination of service or employment, unless the termination is due to death or disability.

2. Includes 4,422 shares held through the Employee Stock Purchase Plan.

3. Per plan statement dated 12/31/07.

4. Options are fully vested.

5. This award represents a grant of stock options under Exterran Holdings, Inc. Amended and Restated 2007 Stock Incentive Plan which vests over a three-year period at the rate of one-third per year beginning on 3/4/09 and on each successive anniversary of the date of grant. Vesting is subject to acceleration due to a qualifying change of control. Any unvested portion of this award will be forfeited upon termination of service or employment, unless the termination is due to death, disability or retirement.

Remarks:

	Susan G. Miller, Attorney-in-fact	03/05/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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