8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 30, 2008

EXTERRAN HOLDINGS, INC.

__________________________________________

(Exact name of registrant as specified in its charter)

Delaware	001-33666	74-3204509
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
16666 Northchase Drive, Houston, Texas		77060
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (281) 836-7000

Not Applicable

______________________________________________

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Amended and Restated Omnibus Agreement

In connection with the conveyances, contributions and distributions of specified assets contemplated by the Contribution, Conveyance and Assumption Agreement dated June 25, 2008 (the "Contribution Agreement"), as described in the Current Report on Form 8-K dated as of that date filed by Exterran Holdings, Inc. ("Exterran"), on July 30, 2008, Exterran entered into an amendment (the “Amendment”) to the First Amended and Restated Omnibus Agreement, dated as of August 20, 2007 (the “Omnibus Agreement”), by and among Exterran, Exterran Energy Solutions, L.P. (individually and as successor to Exterran, Inc.), Exterran GP LLC (“GP LLC”), Exterran General Partner, L.P. (“GP”), EXLP Operating LLC and Exterran Partners, L.P. (the “Partnership”) regarding several relationships between Exterran and the Partnership.  The Omnibus Agreement and the description of the Omnibus Agreement are incorporated herein by reference to Exhibit 10.20 to Exterran’s Quarterly Report on Form 10-Q filed on November 6, 2007 and Exterran’s Current Report on Form 8-K filed on August 23, 2007, respectively.  The Amendment, among other things, (1) increases the cap on the Partnership's reimbursement of selling, general and administrative costs allocable from Exterran to the Partnership based on such costs incurred by Exterran on behalf of the Partnership (after taking into account such costs that the Partnership incurs and pays directly) from $4.75 million per quarter to $6.0 million per quarter, (2) increases the cap on the Partnership's reimbursement of operating costs allocable from Exterran to the Partnership based on such costs incurred by Exterran on behalf of the Partnership from $18.00 per horsepower per quarter to $21.75 per horsepower per quarter and (3) extends the term of the caps on the Partnership's reimbursement of selling, general and administrative costs and operating costs for an additional year such that the caps will terminate on December 31, 2009.

Relationships

Each of the parties to the Amendment other than Exterran is a direct or indirect subsidiary of Exterran. As a result, certain individuals, including officers and directors of Exterran and GP LLC, serve as officers and/or directors of more than one of such entities. Also, Exterran holds a 2% general partner interest and incentive distribution rights in the Partnership through its indirect ownership of GP, the general partner of the Partnership.

Item 8.01 Other Events

On July 30, 2008, Exterran announced the closing of the transaction described in Item 1.01 above. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release of Exterran Holdings, Inc. and Exterran Partners, L.P., dated July 30, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EXTERRAN HOLDINGS, INC.
August 5, 2008	By:	/s/ Donald C. Wayne
		Donald C. Wayne
		Senior Vice President, General Counsel and Secretary

Exhibit Index

99.1 Press release of Exterran Holdings, Inc. and Exterran Partners, L.P., dated July 30, 2008.

EX-99.1

Exhibit 99.1

Exterran Partners Completes Acquisition of Assets from Exterran Holdings

HOUSTON, July 30, 2008 – Exterran Holdings, Inc. (NYSE: EXH) and Exterran Partners, L.P. (NASDAQ: EXLP) today announced that Exterran Partners has completed its previously announced acquisition of certain assets from Exterran Holdings for approximately $247 million.

The acquired assets included contracts serving 34 customers, together with approximately 617 compressor units used to provide compression services under those contracts, comprising approximately 242,000 horsepower, or approximately 6% (by available horsepower) of the combined U.S. contract operations business of Exterran Holdings and Exterran Partners.

Exterran Partners financed the acquisition with approximately $176 million of borrowings under its recently expanded senior secured credit facility and the issuance of approximately $71 million of new equity to Exterran Holdings, including approximately 2.4 million common units and approximately 49,000 general partner units.  The transaction is expected to be accretive to Exterran Partners' cash distributions per unit by approximately $0.15 per year.

About Exterran Holdings and Exterran Partners

Exterran Holdings, Inc. is a global market leader in full service natural gas compression and a premier provider of operations, maintenance, service and equipment for oil and gas production, processing and transportation applications.  Exterran Holdings serves customers across the energy spectrum—from producers to transporters to processors to storage owners.  Headquartered in Houston, Texas, Exterran and its over 10,000 employees have operations in more than 30 countries.

Exterran Partners, L.P. provides natural gas contract operations services to customers throughout the United States.  Exterran Holdings indirectly owns a majority interest in Exterran Partners.

For more information, visit www.exterran.com.

Forward-Looking Statements

All statements in this release (and oral statements made regarding the subjects of this release) other than historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are outside the control of Exterran Holdings and Exterran Partners (the “Companies”), which could cause actual results to differ materially from such statements. Forward-looking information includes, but is not limited to, the expected level of accretion the acquisition of assets from Exterran Holdings will generate to Exterran Partners’ cash distributions per unit.

While the Companies believe that the assumptions concerning future events are reasonable, they caution that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of their business.  Among the factors that could cause results to differ materially from those indicated by such forward-looking statements are: changes in master limited partnership equity markets and overall financial markets that impact the effect of the drop-down of additional assets to Exterran Partners; changes in tax laws that impact master limited partnerships, including drop-downs of additional assets to Exterran Partners; conditions in the oil and gas industry, including a sustained decrease in the level of supply or demand for oil and natural gas and the impact on the price of oil and natural gas; Exterran Holdings’ ability to timely and cost-effectively obtain components necessary to conduct Exterran Partners’ business; changes in political or economic conditions in key operating markets, including international markets; and changes in safety and environmental regulations pertaining to the production and transportation of oil and natural gas.

These forward-looking statements are also affected by the risk factors, forward-looking statements and challenges and uncertainties described in Exterran Holdings’ Annual Report on Form 10-K for the year ended December 31, 2007, as amended by Amendment No. 1 thereto, Exterran Partners’ Annual Report on Form 10-K for the year ended December 31, 2007, and those set forth from time to time in the Companies’ filings with the Securities and Exchange Commission, which are currently available at www.exterran.com.  Except as required by law, the Companies expressly disclaim any intention or obligation to revise or update any forward-looking statements whether as a result of new information, future events or otherwise.

Exterran Contact Information:

Investors: David Oatman (281) 836-7035

Media: Pat (Patricia) Wente (281) 836-7308

Media: Rick Goins (281) 836-7289

SOURCE: Exterran Holdings, Inc. and Exterran Partners, L.P.