SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* EXTERRAN HOLDINGS INC. (Last) (First) (Middle) 16666 NORTHCHASE DRIVE (Street) HOUSTON TX 77060 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol EXTERRAN PARTNERS, L.P. [ EXLP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/25/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Units representing limited partner interests(1)	03/25/2011		S		664,466	D	$27.47(2)	7,751,641	I	See footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* EXTERRAN HOLDINGS INC. (Last) (First) (Middle) 16666 NORTHCHASE DRIVE (Street) HOUSTON TX 77060 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EXH MLP LP LLC (Last) (First) (Middle) 103 FOULK ROAD (Street) WILMINGTON DE 19803 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Exterran HL LLC (Last) (First) (Middle) 103 FOULK ROAD SUITE 200 (Street) WILMINGTON DE 19803 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Exterran Energy Corp. (Last) (First) (Middle) 16666 NORTHCHASE DRIVE (Street) HOUSTON TX 77060 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Exterran Holdings HL LLC (Last) (First) (Middle) 103 FOULK ROAD SUITE 200 (Street) WILMINGTON DE 19803 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EES GP, L.P. (Last) (First) (Middle) 16666 NORTHCHASE DRIVE (Street) HOUSTON TX 77060 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EXTERRAN ENERGY SOLUTIONS, L.P. (Last) (First) (Middle) 16666 NORTHCHASE DRIVE (Street) HOUSTON TX 77060 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On March 1, 2011, we, Exterran Partners, L.P., and certain of our affiliates entered into an underwriting agreement with Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein, providing for the offer and sale by our indirect, wholly owned subsidiary EXH MLP LP LLC in a firm commitment underwritten offering of 5,250,000 common units representing limited partner interests in Exterran Partners at a price of $28.65 per common unit ($27.47 per common unit, net of underwriting discounts). Pursuant to the underwriting agreement, EXH MLP LP LLC granted the underwriters a 30-day option to purchase up to an additional 787,500 common units to cover over-allotments, if any, on the same terms. On March 25, 2011, pursuant to a partial exercise of this option, the underwriters purchased an additional 664,466 common units.

2. Represents public offering price of $28.65 per common unit less underwriting discounts and commissions of $1.18 per common unit.

3. The reported common units are owned directly by EXH MLP LP LLC (MLP LP) and may be deemed to be beneficially owned by (i) Exterran Energy Solutions, L.P. (EES), the sole member of MLP LP; (ii) Exterran HL LLC (Exterran HL) and EES GP, L.P. (EES GP), the sole limited partner and general partner, respectively, of EES; (iii) Exterran General Holdings LLC (General Holdings), the sole limited partner of EES GP; (iv) Exterran Holdings HL LLC (HL Holdings), the sole member of Exterran HL; (v) Exterran Energy Corp. (Exterran Energy), the sole member of HL Holdings and General Holdings and the general partner of EES GP; and (vi) Exterran Holdings, Inc. (Exterran Holdings), the sole stockholder of Exterran Energy.

Remarks:

	Donald C. Wayne, Senior Vice President, General Counsel and Secretary of Exterran Holdings, Inc. and Exterran Energy Solutions, L.P and Exterran General Holdings LLC.	03/29/2011
	Mary S. Stawikey, Manager, EXH MLP LP LLC, Exterran HL LLC and Exterran Holdings HL LLC	03/29/2011
	Donald C. Wayne, Senior Vice President and Secretary of Exterran Energy Corp. on behalf of itself and as the general partner of EES GP, L.P.	03/29/2011
	** Signature of Reporting Person	Date
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