EXHIBIT 3.7

                                AMENDMENT TO THE
                        LIMITED PARTNERSHIP AGREEMENT OF
           HANOVER COMPRESSION LIMITED PARTNERSHIP (the "Partnership")

          This Amendment to the Limited Partnership Agreement of Hanover
Compression Limited Partnership ("Partnership Agreement") is made and entered
into as of the 29th day of December, 2000, by and between Hanover Compression
General Holdings, LLC, a Delaware limited liability company ("Hanover General
Holdings"), and Hanover Compression Limited Holdings, LLC, a Delaware limited
liability company (the "Limited Partner").

          WHEREAS, the original Partnership Agreement is dated December 8, 2000
     by and among Hanover LLC 3, LLC, a Delaware limited liability company, as
     general partner, and the Limited Partner, as limited partner.

          WHEREAS, effective as of December 29, 2000, Hanover LLC 3, LLC merged
     with and into Hanover General Holdings.

          NOW THEREFORE, in consideration of the premises and for other good and
     valuable consideration, the receipt and sufficiency of which are hereby
     acknowledged, the Partnership amends its Partnership Agreement and Hanover
     General Holdings acknowledges its obligations hereunder as follows:

          1.   The table set forth in Schedule A to the Partnership Agreement is
               amended to read, in its entirety, as follows:



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       General Partner              Percentage Interest         Initial Capital Contribution
----------------------------------------------------------------------------------------------
                                                          
Hanover Compression General                  1%                            $ 10
Holdings, LLC
----------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------
           Limited Partner

----------------------------------------------------------------------------------------------
Hanover Compression Limited                 99%                            $990
Holdings, LLC
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          2.   Hanover General Holdings agrees to be bound by the terms of the
               Partnership Agreement.

          3.   Hanover General Holdings and the Limited Partner agrees to
               continue the business of the Partnership without dissolution.



Dated as of December 29, 2000

                            HANOVER COMPRESSION GENERAL HOLDINGS, LLC,
                                  as General Partner

                            By:    ___________________________
                            Name:


                            HANOVER COMPRESSION LIMITED HOLDINGS, LLC,
                                  as Limited Partner

                            By:    ___________________________
                            Name:

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