EXHIBIT 3.2 AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF HANOVER COMPRESSION LIMITED PARTNERSHIP (THE "PARTNERSHIP")

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                                                                     EXHIBIT 3.2

                                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.

                  NO