EXHIBIT 3.3 AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF HANOVER COMPRESSION LIMITED PARTNERSHIP (THE "PARTNERSHIP")

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                                                                     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

merg