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

                                                                     EXHIBIT 3.3

                                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 (this "PARTNERSHIP AGREEMENT") is made and
entered into as of the 30th day of December, 2002, by and between Hanover
Compression General Holdings, LLC, a Delaware limited liability company (the
"GENERAL PARTNER") and Hanover HL, LLC, a Delaware limited liability company
("HANOVER HL").

         WHEREAS, the Partnership Agreement, dated December 8, 2000 and as
amended on December 29, 2000, is by and between the General Partner, as general
partner, and Hanover Compression Limited Holdings, LLC, a Delaware limited
liability company ("HANOVER LIMITED HOLDINGS").

         WHEREAS, effective as of December 30, 2002, Hanover Limited Holdings
merged with and into Hanover Red, LLC, a Delaware limited liability company,
which subsequently transferred its interest in Hanover Compression Limited
Partnership to Hanover HL.

         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 HL
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:



GENERAL PARTNER                                      PERCENTAGE INTEREST
                                                  
      Hanover Compression General Holdings, LLC             1%

LIMITED PARTNER

      Hanover HL, LLC                                      99%


         2.       Hanover HL agrees to be bound by the terms of the Partnership
Agreement.

         3.       Hanover HL and the General Partner agree to continue the
business of the Partnership without dissolution.

Amend to HCLP LP Agreement

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Dated as of December 30, 2002

                                      HANOVER COMPRESSION GENERAL HOLDINGS, LLC,
                                      as General Partner

                                      By: /s/ Xxxxxxx X. Xxxxx
                                         ---------------------------------------
                                      Name: Xxxxxxx X. Xxxxx

                                      HANOVER HL, LLC,
                                      as Limited Partner

                                      By: /s/ Xxxxxxx X. Xxxxx
                                         ---------------------------------------
                                      Name: Xxxxxxx X. Xxxxx

Xxxxx to HCLP LP Agreement

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