corresp

December 19, 2008

United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: H. Roger Schwall


Re:		Compressco Partners, L.P. Registration Statement on Form S-1 Commission File No. 333-155260 Filed on November 10, 2008

Ladies and Gentlemen:

We have filed through EDGAR Amendment No. 1 (“Amendment No. 1”) to the above-referenced registration statement on Form S-1 (the “Registration Statement”). Additionally, set forth below are our responses to the comments and requests for additional information contained in the letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated December 9, 2008. For your convenience, the comments provided by the Staff have been included in bold face type preceding each response in the order presented in the comment letter. All page references are to Amendment No. 1 unless otherwise indicated. References to “we,” “us” and “our” herein refer to Compressco Partners, L.P. Capitalized terms that are not otherwise defined herein shall have the meanings set forth in Amendment No. 1.

General

1.		You will expedite the review process if you address each portion of every numbered comment that appears in this letter. Provide complete responses and, where disclosure has changed, indicate precisely where in the marked version of the amendment we will find your responsive changes. Similarly, to minimize the likelihood that we will reissue comments, please make corresponding changes where applicable throughout your document. For example, we might comment on one section or example in the document, but our silence on similar or related disclosure elsewhere does not relieve you of the need to make similar revisions elsewhere as appropriate. If parallel information appears at more than one place in the document, provide in your response letter page references to all responsive disclosure.

		Response: We have addressed each portion of every numbered comment in the letter from the Staff dated December 9, 2008. We believe our responses are complete, and we have identified all responsive changes in Amendment No. 1 by reference to the page number(s) where the responsive change appears. Additionally, we have made corresponding changes, where applicable, throughout Amendment No. 1.

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2.		Please file all omitted exhibits, including legality opinion, tax opinion, underwriting agreement, partnership agreement, omnibus agreement, etc., as soon as possible. Also file all material contracts as exhibits. Once you file all the omitted items, we may have additional comments. Ensure that you allow sufficient time for our review in each case.

		Response: We have filed as exhibits to the Registration Statement certain of the documents listed in Part II, Item 16 of the Registration Statement. The documents that have been filed are so noted in Part II, Item 16 of the Registration Statement. We hereby confirm that we will amend the Registration Statement to file all required exhibits in a timely manner to allow the Staff sufficient time to review the exhibits before we request effectiveness of the Registration Statement.

3.		In the amended registration statement, fill in all blanks other than the information that Rule 430A permits you to omit. Also include updated disclosure, and advise us regarding the status of your application to list on the NASDAQ Global Market. If the information you provide may change prior to effectiveness of the Form S-1, include brackets to indicate this.

		Response: We have revised the Registration Statement to fill in many of the blanks contained in our initial filing. A number of blanks remain for items that we are not permitted to omit pursuant to Rule 430A. This information, which is largely dependant on market conditions, will be included in subsequent amendments to the Registration Statement which will be filed sufficiently in advance of our marketing efforts to allow the Staff adequate time to review. In addition, we have not yet filed our application to list on the NASDAQ Global Market, but our application is in process and we expect it to be filed on or before January 31, 2009.

4.		Prior to printing and distribution of the preliminary prospectus, please provide us with copies of all artwork and any graphics you propose to include in the prospectus. Also provide accompanying captions, if any. We may have comments after reviewing these materials.

		Response: We are providing, supplementally herewith, a copy of the graphics (including captions) that we intend to include in the prospectus. See Attachment A. We acknowledge that the Staff may have comments after reviewing these materials.

5.		You have not provided information quantifying the anticipated amounts, or ranges of possible amounts, for fees, expenses, compensation and reimbursements that the registrant expects to pay to TETRA, Compressco, Compressco Partners GP and their affiliates. You also have not quantified how many of the personnel of these companies, and what portions of their time, are expected to be dedicated to managing the registrant’s business, and what amounts, or ranges of possible amounts, the registrant expects to pay with regard to the services of these personnel, either through the above-mentioned entities and their affiliates or through the

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		registrant’s own compensation plans. Please provide appropriate quantitative disclosure. Also, we note that you emphasize that the negotiations regarding these payments will not be arms-length negotiations. If there are markups over the amounts that would be charged in an arms-length situation, please indicate how much and why. We may have further comments after reviewing your response.

		Response: We have revised the Registration Statement to provide quantification of expected reimbursements from the partnership to the general partner and TETRA as well as from Compressco to the general partner for the twelve months ending December 31, 2009. See pages 5 and 73. In addition, we have revised our disclosures on pages 5 and 73 to reflect that the substantial majority of the individuals providing services to the partnership will be employees of our general partner, with our shared employees, who primarily support our operations in Mexico, devoting sufficient time to the partnership for the proper conduct of such business.

6.		We note that the general partner has the right in certain circumstances to call and purchase all common units. Please advise us that you will comply with the tender offer rules and file a Schedule TO when or if this right is exercised, if applicable. If you believe an exemption from the tender offer rules would be available, please explain why.

		Response: Any exercise of our general partner’s call right will be executed in accordance with all federal securities laws. However, we believe that such a call right would be exempt from the tender offer rules and the requirement to file a Schedule TO pursuant to Rules 13e-3(g)(4) and 12e-4(h)(1). Rule 13e-3(g)(4) provides that Rule 13e-3 will not apply to “[r]edemptions, calls or similar purchases of an equity security by an issuer pursuant to specific provisions set forth in the instrument(s) creating or governing that class of equity securities.” Similarly, Rule 13e-4(h)(1) provides that Rule 13e-4 will not apply to “[c]alls or redemptions of any security in accordance with the terms and conditions of its governing instruments.” Our partnership agreement confers this limited call right on the general partner and any exercise of the right will be in accordance with the terms included therein. Accordingly, we believe that the exercise of the limited call right would be exempt from the tender offer rules.

7.		We note your statement on page 3 that “we do not take title to any natural gas in connection with our services and, accordingly, have no direct exposure to fluctuating commodity prices.” We also note your mention of “prevailing economic conditions” in Risk Factors on page 15 and your risk factor concerning demand for and production of natural gas on page 17. Please make any appropriate revisions to discuss how the recent economic downturn may affect you.

		Response: As we indicate on page 3, demand for our production enhancement services is linked more to natural gas production and consumption than to natural gas exploration activities, meaning that reductions in capital expenditures for exploration activities should not impact us in the short term. However, if the current economic downturn restricts our customers’ operating budget, our business could be adversely impacted. Furthermore, if natural gas prices drop or if significant regional price differentials exist, then producers may elect to “shut-in” natural gas wells, which could reduce demand for our services. We will update our disclosure in subsequent amendments as appropriate to reflect material changes in this regard. Please also see the additional risk factor we have included on page 18 describing current economic conditions.

Our Relationship with TETRA Technologies, Inc. and Compressco, Inc., page 4

Tell us the financial and economic differences between the contracts to be retained by Compressco, Inc., which do not generate qualifying income, and the contracts to

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		be contributed to Compressco Partners L.P., from the standpoint of both the customer and the provider.

		Response: We have not stated in the Registration Statement and would not agree that the contracts retained by Compressco, Inc. do not generate qualifying income. The purpose of the modifications to our services contracts was to clarify that we are the owner and operator of the equipment we use to provide production enhancement services and not a passive lessor of equipment to oil and gas producers. Economic and legal differences between the contracts to be contributed to us and those to be retained by Compressco, Inc. are described in detail in our response to Comment No. 9 below.

Selected Historical and Pro Forma Financial and Operating Data, page 12

9.		You have disclosed your predecessor will contribute operations that will generate qualifying income, and that you are currently modifying your contracts in this regard. Describe the modifications made to these contracts to be contributed to the Partnership and how the terms have materially changed. In your response, tell us if the terms of the modified contracts have impacted the amount and timing of the monthly fee to be earned. We may have further comment.

		Response: As noted in our response to Comment No. 8, the purpose of the modifications made to the contracts was to clarify that we are the owner and operator of the equipment that we use to provide production enhancement services. The primary modifications to the contracts are set forth below.

		First, as owner of the equipment, we are now obligated to pay ad valorem taxes levied on the equipment and cannot seek reimbursement for such taxes from our customers. Second, we, rather than our customer, are now specifically designated as the operator of the equipment and the party responsible for maintaining the equipment. Third, in general, we, rather than our customer, now generally bear the risk of loss for the equipment used by us to render production enhancement services. Fourth, because we are not in the business of leasing equipment, the name of the contract has been changed from “Master Lease and Maintenance Agreement” to a “Master Production Enhancement Services Agreement.”

		The amount of and payment terms applicable to the monthly fee are consistent with the prior form of contract, with the incremental ad valorem and insurance expenses borne by us generally having an immaterial impact on our results of operations.

10.		From our phone conversation with David Oelman on December 3, 2008, we understand the offering will not proceed unless and until at least 75% of the contracts of your predecessor business are modified in order to generate qualifying income to be contributed to the Partnership. Please add disclosure throughout the filing to clarify your intentions.

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Response: We have revised the Registration Statement to clarify that we do not expect to proceed with the initial public offering unless and until our pro forma results of operations, as determined by the number of contracts we have modified to enable our counsel to opine that the revenues derived therefrom generate qualifying income, generate at least 75% of the revenues reflected in the results of operations of our predecessor for the year ended December 31, 2007 and the nine months ended September 30, 2008. See pages 4, 12, 50 and 73.

Non-GAAP Financial Measures, page 14

11.		We note you have used EBITDA as a liquidity measure in your disclosures relating to the cash distribution policy beginning on page 35. As you also use EBITDA as a measure of your liquidity, please reconcile these amounts to cash flows from operations.

		Response: We have revised the Registration Statement to reconcile EBITDA amounts to cash flows from operations. See page 15.

Risk Factors, page 15

12.		We note that your predecessor will contribute the majority of its goodwill to you as part of the business operating assets. Add a risk factor regarding the impact this asset and its potential impairment may have on your results of operations, cash flows and financial condition.

		Response: We have revised the Registration Statement to include a risk factor discussing the impact that a potential impairment of “goodwill” may have on our results of operations, cash flows and financial condition. See page 23.

Our Cash Distribution Policy and Restrictions on Distributions, page 35

General, page 35

13.		You state that you will “generally finance any expansion capital expenditures with additional borrowings or issuances of additional partnership units.” Address, or appropriately cross-reference, how the Predecessor historically financed such expenditures.

		Response: We have revised the Registration Statement to disclose how the Predecessor historically financed expansion capital expenditures. Additionally, we have added a cross-reference to this disclosure. See page 62.

14.		Provide a risk factor addressing the fact that you can modify or repeal your cash distribution policy without a vote of unitholders.

		Response: We have revised the Registration Statement to provide a risk factor which discloses that Compressco’s control of our general partner and of over a

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majority of our common units would allow Compressco, in a vote requiring the approval of a majority of our unitholders, to unilaterally modify or repeal our cash distribution policy in a manner that is materially adverse to our unitholders. See page 25.

Estimated Cash Available for Distribution for the Twelve Months Ending September 30. 2009, page 40

15.		You state that you may not be able to pay the initial quarterly distribution on all of your common units and general partner units. This disclosure appears to suggest some units may receive the distribution while other common units may not receive the distribution. Please clarify this disclosure.

		Response: We have revised the Registration Statement to clarify that, if we do not achieve our EBITDA estimates for the twelve months ending December 31, 2009, we may not be able to pay the full initial quarterly distribution on our common units and general partner units. While such distribution may not represent the full initial quarterly distribution, all common units will receive the same distribution. See page 42. We have also revised the Registration Statement elsewhere throughout the document to clarify this disclosure.

16.		We note your disclosure regarding the maintenance capital expenditures in notes (f) and (h) to the table and further discussion on page 46. The basis for this non-cash adjustment to EBITDA in calculating the cash available is unclear. To further our understanding, please explain the basis for this amount in more detail to us. Please include a discussion of where these amounts are recorded in the income statement and the basis for the related adjustments in calculating pro forma cash available for distribution.

		Response: Please refer to our revised language in footnotes (f) and (h) on page 42 and the related discussion on page 48. For a GasJack^TM unit sold from our active service fleet, maintenance capital expenditures reflect the cost of the newly manufactured replacement unit in excess of the book value of the former service unit that was sold. The book value of the sold service unit is recognized in our presentation as a non-cash charge to cost of sales of compressors and parts. Footnote (h) addresses units sold from our Canadian fleet (and the resulting non-cash charge to cost of goods sold) that were not replaced during the period.

Assumptions and Considerations, page 43

17.		We note that the table on page 42 reflects significant increases in revenues (43.6%), net income (58.5%) and estimated cash available for distribution (56%) when compared to those items for the twelve months ended June 30, 2008. Such increases appear to be significantly above the level of increase experienced by the Predecessor over earlier periods. Supplementally, provide us with more detailed support for these estimates. We refer you to Rule 418(b) of Regulation C with regards to return of such information.

		Response: The growth rates identified in your comment are larger than those of our predecessor due to (i) the fact that all new business going forward will be reflected in the partnership’s results of operations, producing growth in average GasJack^TM units in service, revenues, etc., in absolute terms that are comparable to those experienced by our predecessor; and (ii) lower denominators for growth rate calculations due to the fact that, in our initial filing, our domestic production enhancement services contracts that were converted to produce qualifying income only accounted for 51% of our domestic production enhancement services revenue (“contract conversion rate”). For example, in our initial filing, for the quarter ending September 30, 2009, our predecessor’s average GasJack^TM units in service were projected to grow, on a year-over-year basis, by 17%, from approximately 3,000 to approximately 3,500 units. This growth rate was in line or below our predecessor’s annual growth rates in average units in service of 27% in 2006, 23% in 2007, and its forecasted 17% in 2008. However, our initial filing only reflected a 51% domestic contract conversion rate. While all of the absolute unit growth (less than 500 units) was projected for the benefit of the partnership, our initial GasJack^TM unit count was only approximately 1,650 units due to the 51% domestic contract conversion rate and resulting pro forma adjustment. Therefore, while our year-over-year growth rate appeared higher at 28% (1,650 units to approximately 2,100 units), our growth in units in service in absolute terms was in line with the growth experienced by our predecessor. As our contract conversion percentage continues to increase, as reflected in this amendment, the disparity in growth rates will diminish, as the absolute growth in the number of units will continually be compared to larger denominators.

		Our growth rates among our various financial and operational metrics in this amendment have decreased due to (i) an increase in our domestic contract conversion rate from 51% in our initial filing to 67% in this amendment, and (ii) more conservative growth assumptions being used in this amendment in light of current economic conditions.

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18.		In that regard, your statement in the first bullet point on page 44 is not clear. Please explain for us how conducting operations as a partnership will result in higher rates of growth.

		Response: Please refer to our revised language on page 46, which is consistent with our response to Comment No. 17 above.

19.		Provide support for the 28% increase in the average number of GasJacks units for the quarter ended September 30, 2009.

		Response: Please see our response to Comment No. 17 above.

20.		Explain what you mean by “organic” growth opportunities.

		Response: We have revised the Registration Statement to explain in more detail that the term “organic” growth opportunities refers to growth opportunities that are not achieved through external acquisitions but through internal growth. See pages 3, 45 and 53.

21.		Disclose any assumptions you have made regarding the TETRA Credit Facility and the restrictions this agreement has on your ability to take certain actions, including but not limited to the ability to make capital expenditures.

		Response: We have revised the Registration Statement to disclose the assumptions we have made regarding the TETRA Credit Facility and TETRA Senior Notes on our ability to take certain actions. Additionally, we have included cross-references to more detailed discussions of these restrictions in our Risk Factors disclosure and in our Liquidity and Capital Resources disclosure. See page 46.

22.		Based on your disclosure on page 12, we understand your pro forma results reflect the number of modified contracts you had signed as of June 30, 2008 and that these pro forma results will be updated as more contracts are modified. Tell us what impact this update will have on these assumptions.

		Response: As reflected in the pro forma information presented in Amendment No. 1, the number of contracts expected to be contributed to us has increased such that our pro forma revenues for the year ended December 31, 2007 and nine months ended September 30, 2008 represent 73% and 72% of our predecessor’s revenues for such periods. In our initial filing, our pro forma revenues represented 58% and 57% of our predecessor’s revenues for the same periods. As additional contracts are converted, we will update our pro forma financial information and do not expect to proceed with the offering until such time as our pro forma revenues are not less than 75% of our predecessor’s revenues for these periods. See pages 4, 12, 50 and 73.

Items Impacting the Comparability of Our Historical Financial Results to Our Future Results of Operations, page 55

23.		Address the impact of conducting your operations as a partnership rather than as a corporation.

		Response: We have revised the Registration Statement to discuss the impact of conducting our operations as a partnership rather than a corporation. See page 57.

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Results of Operations, page 57

24.		Revise your discussion of cost of revenue to address material fluctuations in terms of the key operating expenses you use to evaluate your business, as disclosed on page 52.

		Response: We have revised the Registration Statement’s MD&A disclosures describing the annual increases in cost of revenue to note the increase in specific cost drivers, specifically field labor, repairs and maintenance and fuel. The increases in these three components of cost of revenue contributed to the overall increase in cost of revenues. See page 59.

Liquidity and Capital Resources

Our Predecessor’s Liquidity and Capital Resources, page 60

25.		We note that you explain your cash flows from operations by describing the items identified on the face of your statement of cash flows. Please enhance your discussion and analysis to address the material changes in the underlying drivers (e.g. cash receipts from contract fees and cash payments to support the increase in operations). Refer to FRC 501.13.b.1 for further guidance.

		Response: We have revised the Registration Statement’s MD&A disclosures to cite the particular cash flows that contributed to the increased cash flows from operations, specifically the collection of increased service revenues generated, which were in excess of the increased payments for operating and administrative expenses. See page 61.

Critical Accounting Policies and Estimates, page 62

26.		The disclosures of your critical accounting policies and estimates appear to be more descriptive of the accounting policies utilized, rather than any specific uncertainties underlying your estimates. Please revise your disclosures to address the material implications of the uncertainties that are associated with the methods, assumptions and estimates underlying your critical accounting estimates. For each critical policy, discuss how accurate your estimates have been in the past, how much these estimates have changed and whether these estimates are reasonably likely to change in the next year. Refer to Financial Reporting Codification 501.14.

		Response: We have revised the Registration Statement’s disclosure of our critical accounting policies to add a discussion of the material implications that result from the uncertainties that are associated with the particular methods, assumptions and estimates underlying our critical accounting policies. In addition, we have added pertinent discussion of the accuracy of such estimates in the past, changes in such estimates, and the likelihood of changes in future periods. See page 64.

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Competitive Strengths, page 68

27.		Indicate, or cross-reference, the retention rate of your customers.

		Response: We have revised the Registration Statement to indicate that five of our ten largest customers have been with us for over seven years and that we continue to provide our services to all of our top-ten customers for the years 2005, 2006 and 2007, respectively. We do not track overall retention rates for all our customers. See pages 72 and 76.

Our Relationship with TETRA Technologies, Inc. and Compressco, Inc., page 70

28.		Indicate the percentage of Compressco’s assets and revenues that TETRA will contribute to the Partnership.

		Response: We have revised the Registration Statement to indicate the percentage of our predecessor’s assets and revenues that TETRA will contribute to the partnership. See pages 4 and 73.

29.		In the first bullet, provide a cross-reference to more detailed discussion of Section 7704.

		Response: We have revised the Registration Statement to provide a cross-reference to more detailed discussion of Section 7704. See pages 4 and 72.

Manufacturing, page 73

30.		Briefly clarify how the needs of your Canadian customers differ from those of your U.S. customers.

		Response: We have revised the Registration Statement to briefly clarify how the needs of our Canadian customers differ from those of our U.S. customers. See page 75.

Suppliers and Service Providers, page 74

31.		Identify your material suppliers, in a manner comparable to the disclosure of your principal customers. We note that some of your supplies are provided by a single supplier.

		Response: We have revised the Registration Statement to identify our material suppliers. See page 77.

Management of Compressco Partners, L.P. — Directors, Executive Officers and Other Management, page 80

32.

You refer to “our” directors and “our” executive officers, although the individuals you are discussing appear to be directors and officers of the general partner, Compressco Partners GP, not of the registrant. Please revise as appropriate to clarify throughout the document that these individuals are directors and executive officers of the general partner rather than the registrant.

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		Response: We have revised the Registration Statement to clarify throughout the document that the individuals who were previously referred to as “our” directors and “our” executive officers are directors and executive officers of the general partner rather than of the Registrant. See pages 18, 24, 83, 114 and 146.

33.		In some instances, there are unexplained gaps in the required five years’ worth of history of employment in the biographical sketches of the general partner’s directors and executive officers. Please revise to fill the gaps and indicate if there were periods of unemployment.

		Response: We have revised the Registration Statement to fill in the unexplained gaps in the required five-year history of employment in the biographical sketches of the general partner’s directors and executive officers, including periods of unemployment. See pages 83 to 84.

Executive Compensation and Director Compensation

Non-Equity Incentive Awards (Cash Bonus Awards), page 86

34.		You state that “specific incentive bonus targets for each Named Executive Officer are set at the beginning of the year.” You then go on to state that “the amount of bonus ultimately payable is discretionary and is heavily influenced by the recommendations of the principal executive officer and the evaluation of TETRA’s compensation committee.” Is the discretion downward discretion, which is typical with regard to incentive plans, or does it also include upward discretion? If discretion was exercised, in which direction was it exercised and why?

		Response: We have revised the Registration Statement to clarify that, in keeping with the discretionary nature of the bonuses, in general, the compensation committee does retain the discretion to adjust bonus amounts actually paid to the executives either up or down. See page 89.

35.		On page 92, you reflect annual bonuses in the “Bonus” column of the Summary Compensation Table, you omit the “Non-Equity Incentive Plan Compensation” column, and you indicate in footnote 3 that “Amounts listed represent discretionary bonuses awarded after fiscal year end and paid in 2008 to reward certain executives for exceptional provision of services.” Is your annual bonus program an incentive plan? (Please refer to the definition of “incentive plan” in Item 402(a)(6) of Regulation S-K.) If so, the amount of the bonus belongs in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table, not the “Bonus” column.

		Response: We have revised the Registration Statement to clarify that our bonus program is discretionary and amounts are determined and paid at the sole discretion of the compensation committee, with the pre-established performance goals and criteria acting only as a guide. See page 89. Item 402(a)(6) of Regulation S-K defines an incentive

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		plan as any plan providing compensation intended to serve as an incentive for performance over a specified period where the outcome with respect to the award is substantially uncertain at the time the target is established, and the target is communicated to the executive. Our bonus program is not an incentive plan because amounts paid pursuant to our bonus program are discretionary. Therefore, the “Bonus” column of the Summary Compensation Table discloses a discretionary cash bonus and not awards given pursuant to a non-equity incentive compensation plan.

36.		Although you provide disclosure as to what percentages of base salaries the bonus opportunities represent, you have omitted to state what goals must be achieved in order for bonuses to be paid. Please revise to disclose all qualitative and quantitative performance targets or goals established for 2007 and 2008. See Items 402(b)(2)(v)-(vi) and Instruction 2 to Item 402(b) of Regulation S-K. To the extent that you believe that disclosure of the targets would result in competitive harm such that they could be excluded properly under Instruction 4 to Item 402(b) of Regulation S-K, please provide on a supplemental basis a detailed explanation supporting your conclusion. Please also note that to the extent disclosure of the qualitative or quantitative performance-related factors would cause competitive harm, you are required to discuss how difficult it was or will be to achieve the target levels or other factors. Please see Instruction 4 to Item 402(b) of Regulation S-K.

		Response: We have revised the Registration Statement to more fully describe the three company performance goals established for 2007 and 2008. See page 89.

Long-Term Incentive Plan, page 89

37.		In your discussion of the general partner’s ability to amend the Long-Term Incentive Plan or increase the number of units that may be granted under the Plan, you mention that this would be “subject to the requirements of the exchange upon which the common units are listed at that time, of the Internal Revenue Code of 1986, as amended, and of the Securities Exchange Act of 1934, as amended.” Please explain briefly what such requirements would be, and specifically whether the requirements include approval by the unitholders. Also, please explain to us your analysis as to whether the adoption of the Long-Term Incentive Plan itself requires the approval of unitholders, and if so, when and how the approval will be sought. We may have further comments after reviewing your response.

		Response: We have revised the Registration Statement’s description of the administrative provisions of the Long-Term Incentive Plan to address the Staff’s comment regarding initial approval of the Long-Term Incentive Plan, and the procedures we will follow in the event that we desire to increase the number of units to be available for issuance under the Long-Term Incentive Plan. See page 93.

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Summary Compensation Table, page 92

38.		Please revise the caption of the table to be “Summary Compensation Table,” as required by Item 402(c) of Regulation S-K.

		Response: We have revised the Registration Statement so that the caption of the Summary Compensation Table reads “Summary Compensation Table.” See page 96.

Equity Incentive Plan Compensation, page 94

39.		You mention that authority is retained to amend the vesting schedules of equity incentive awards “in appropriate situations.” Please explain by giving examples of such situations.

		Response: We acknowledge the Staff’s request for an explanation of how the vesting schedules of equity compensation awards may be amended in appropriate situations and for an example of such a situation. After reviewing the related section of the Registration Statement, we determined that our original statement was inaccurate and, thus, deleted the statement from Amendment No. 1. The vesting schedules, once set at the time of grant, will not be amended at the discretion of the committee other than in the event of a change in control, as described on page 98 under the section entitled “Equity Incentive Plan Compensation.”

40.		Please explain why you have not included the Equity Compensation Plan Information table required by Item 201(d) of Regulation S-K. Please clarify here, and elsewhere (for example in the Grants of Plan-Based Awards table, the Outstanding Equity Awards at Fiscal Year End table and the Option Exercises and Stock Vested table), which equity incentive awards are in the form of units of the registrant and which are in the form of shares of other entities, and specify the entity in each instance to reduce confusion.

		Response: We have not included the table required by Item 201(d) of Regulation S-K because at this time, there is not a compensation plan in place that has, or has not, been approved by our unitholders. Thus, we understand that the table required by Item 201(d) of Regulation S-K is not yet applicable to us.

		We have revised the Registration Statement, by amending the footnotes following the Grants of Plan-Based Awards Table and Outstanding Equity Awards at Fiscal Year End, to clarify which entity’s shares were the subject of the award. See page 97 and 99. All equity awards disclosed in the Summary Compensation Table, the Grants of Plan-Based Awards Table, and Outstanding Equity Awards at Fiscal Year End were granted under one of three equity compensation plans maintained by TETRA. As discussed on page 91 of the CD&A, TETRA maintains the Amended and Restated 2006 Equity Compensation Plan, the 1996 Stock Option Plan for Nonexecutive Employees and Consultants, and the 1990 Stock Option Plan. Each of these three plans provide for the granting of TETRA’s shares.

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Security Ownership of Certain Beneficial Owners and Management, page 98

41.		In addition to filling in the blanks, please indicate whether this disclosure includes securities as to which a person has the right to acquire beneficial ownership within 60 days, pursuant to Item 403 of Regulation S-K and Rule 13d-3.

		Response: We have revised the Registration Statement to indicate that this disclosure includes securities as to which a person has the right to acquire beneficial ownership within 60 days. See page 102.

Certain Relationships and Related-Party Transactions, pages 99-101, and Conflicts of Interest and Fiduciary Duties, pages 102-109

42.		We note your discussion of related party transactions and conflicts of interest relating to TETRA, Compressco, the general partner and other affiliates, and your discussion of procedures relating to conflicts of interest as between these entities, but we do not see a discussion of the registrant’s general policies and procedures for the review, approval or ratification of related party transactions as called for by Item 404(b) of Regulation S-K. Please revise appropriately.

		Response: We have revised the Registration Statement to include a discussion of the registrant’s general policies and procedures for the review, approval or ratification of related-party transactions as required by Item 404(b) of Regulation S-K. See pages 105 and 106 .

43.		On page 107, you state that “Any agreements between us on the one hand, and our general partner and its affiliates, on the other, will not grant to our unitholders, separate and apart from us, the right to enforce the obligations of our general partner and its affiliates in our favor.” In addition, much of your disclosure focuses on the fact that unitholders do not have certain rights and remedies, because these rights and remedies, and the fiduciary duties of the general partner, have been limited in the partnership agreement. You also state that “Our general partner is accountable to us and our unitholders as a fiduciary.” Please explain, in clear and practical terms, how the unitholders can enforce such accountability in view of the various limitations on the rights of the unitholders and duties of the general partner. In this regard, please note the statement in Release No. 33-6900 that “A clear description of the limited partners’ legal rights and remedies should be provided. Similarly, a clear explanation of defenses available to the general partner, such as the business judgment rule, also should be set forth.”

		Response: As set forth in Amendment No. 1, the fiduciary duty owed by our general partner (acting in its capacity as general partner of the partnership, and not its individual capacity) to us and our unitholders is defined by our Partnership Agreement to be the duty to act in “good faith.” Amendment No. 1 contains the following explanation regarding: (i) the enforcement of the duty of good faith as is related to us and our unitholders; and (ii) defenses and presumptions that are available to the general partner in defense thereof.

United States Securities and Exchange Commission
December 19, 2008
Page 14

“Our partnership agreement contains provisions that waive or consent to conduct by our general partner and its affiliates that might otherwise raise issues about compliance with fiduciary duties or applicable law. For example, our partnership agreement provides that when our general partner is acting in its capacity as our general partner, as opposed to in its individual capacity, it must act in “good faith” and will not be subject to any other standard under applicable law. “Good Faith” requires that the person or persons making such determination or taking or declining to take such other action believe that the determination or other action is in the best interests of the Partnership or the holders of the common units, as the case may be. Therefore, the only claim available to us or our unitholders based on a breach of fiduciary duty by our general partner is a claim that our general partner did not act in “good faith.” In any such action, our general partner will be presumed to have acted in “good faith,” and the person bring or prosecuting such proceeding will have the burden of overcoming such presumption. In addition, when our general partner is acting in its individual capacity, as opposed to in its capacity as our general partner, it may act without any fiduciary obligation to us or our unitholders whatsoever. These standards reduce the obligations to which our general partner would otherwise be held.

In addition to the other more specific provisions limiting the obligations of our general partner, our partnership agreement further provides that our general partner and its officers and directors will not be liable for monetary damages to us, our limited partners or assignees for errors of judgment or for any acts or omissions unless there has been a final and non-appealable judgment by a court of competent jurisdiction determining that the general partner or its officers and directors acted in bad faith or engaged in fraud or willful misconduct.”

See page 113.

		In the second bullet point on page 109, we disclose that our partnership agreement “provides that our general partner will not have any liability to us or our unitholders for decisions made in its capacity as a general partner so long as it acted in good faith . . . .” This disclosure makes clear that the only claim available to us or our unitholders based on a breach of fiduciary duty by our general partner is a claim that our general partner did not act in “good faith”. In its defense, our general partner will be presumed to have acted in good faith, and in any proceeding brought by or on behalf of any limited partner or us, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption. Other claims against our general partner or its officers or directors are limited to fraud or willful misconduct or criminal conduct committed with the knowledge that such conduct was criminal.

		We have revised the Registration Statement to clarify our unitholders’ legal rights, claims that may be enforced by our unitholders, and defenses available to our general partner. See pages 109 and 113.

Underwriting

Directed Units Program, pages 141 to 142

44.

You discuss a directed units program and state that those eligible include “persons who are directors, officers or employees of our general partner, or are otherwise

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December 19, 2008
Page 15

		associated with us.” Please explain who is included in the category “otherwise associated with us.”

		Response: We have revised the Registration Statement to indicate that those persons that are eligible to participate in the directed units program include persons who are directors, officers or employees of our general partner and its affiliates, including TETRA. See page 146.

45.		It appears that you will specify the percentage of the overall offering that the directed units program represents, but please also specify the number of units involved in the directed units program.

		Response: We have revised the Registration Statement to specify the number of units that the directed units program represents. See page 146.

46.		Please furnish to us copies of any materials that you have provided or intend to provide to potential participants in the directed units program, such as a “friends and family letter.” Tell us when you first provided them or intend to provide them to these potential purchasers. Tell us the procedures you and the underwriters will employ in making the offering and how you will assure that this offer will meet the requirements of Section 5 of the Securities Act and Rule 134.

		Response: As disclosed on pages 145-46, the underwriters will reserve for sale, at the initial public offering price, common units for directors, executive officers or employees of our general partner and its affiliates, including TETRA, who have expressed an interest in purchasing common units in the offering.

		We are providing, supplementally herewith, to the Staff a copy of the materials proposed to be distributed in connection with soliciting interest in the directed unit program (the “Program”) in Attachment B. To date, no potential participants have received copies of these materials. We and Raymond James & Associates (“Raymond James”) will work together to implement the Program. The Program is part of the underwritten offering. The procedures for the Program do not differ materially from the procedures for the general offering. Generally the only differences are:

	•		communications that would customarily be made via telephone in the general offering context are made to Program participants in writing or online with their authorization;

	•		Program participants must open new accounts with Raymond James if they do not already have them; and

	•		Program participants are provided with a “General Information” sheet to assist them in evaluating whether to participate in the Program.

United States Securities and Exchange Commission
December 19, 2008
Page 16

The allocation of the units to directed unit participants is determined by us, and the mechanics of selling the units is handled by Raymond James as underwriter. We will identify a list of directors, executive officers and employees who will be entitled to purchase units in the Program and will provide that list to Raymond James. At this time, no indications of interest are being taken. Once the preliminary prospectus has been printed, an invitation package will be made available or sent to each person listed by us explaining that Raymond James is facilitating our Program, attaching a preliminary prospectus and the other Program documentation. Each of the documents (other than the preliminary prospectus) contains language that is permitted by Rule 134. If a person is interested in participating and does not already have an account with Raymond James, that person completes the required documentation and returns it to Raymond James so that Raymond James can open an account to receive the units once allocated. There is no pre-funding or account-funding requirement; Raymond James will not accept funds from any Program participant until after the registration statement for the offering is declared effective, the deal is priced, and the participants are notified of their final allocation and given an opportunity to confirm that they wish to purchase the units allocated to them. After the registration statement has been declared effective and the offering is priced, we and Raymond James prepare a final approved list of allocations. Raymond James notifies each person who has been allocated units of the number of units that have been allocated and the total purchase price due upon confirmation of their indication of interest. Participants then wire transfer their funds or send checks to Raymond James. Units are allocated following pricing and settle in the same manner as the units sold to the general public.

Compressco Partners Predecessor, page F-3

47.		Please provide updated interim financial statements and related data as required by Article 3-01 of Regulation S-X.

		Response: The Registration Statement has been revised and updated to provide interim financial statements and related data through September 30, 2008. See pages F-3 to F-13.

Notes to Financial Statements

Note A — Basis of Presentation and Summary of Significant Accounting Policies, page F-6

Revenue Recognition, page F-8

48.		We note as part of your marketing activities, you offer a two week trial of your services before entering into a contract with a new customer. Please expand your disclosures to describe how you accounted for the costs associated with this two week trial, if the customer signs or does not sign a contract.

		Response: Costs associated with our two-week trial are expensed as incurred. Accordingly, the accounting for these trial period expenses are not affected by whether

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December 19, 2008
Page 17

the customer signs a new contract or not. We have revised the Registration Statement to modify the Revenue Recognition disclosure within our Predecessor financial statements to describe the accounting for trial period costs. See page F-8.

Compressco Partners L.P.

Notes to Unaudited Pro Forma Financial Statements

Note B — Pro Forma Adjustments and Assumptions (a), page F-l 9

49.		We note your adjustment described in note (a) to reflect the gross proceeds of the offering. We believe it is inappropriate to reflect the receipt of offering proceeds, unless you have a firm commitment from the underwriter or the offering is structured as a best-efforts minimum/maximum offering or a best-efforts all-or-none offering. Please make the appropriate revisions to your pro forma statements and footnotes.

		Response: We note the Staff’s Comment No. 49. In response, we confirm that this offering is being conducted on a “firm commitment” basis.

Note B — Pro Forma Adjustments and Assumptions (f), page F-l9

50.		Tell us in greater detail how you determined the amount of pro forma revenue Compressco Partners L.P. In particular, address whether the pro forma revenue is based on the historical revenue amounts earned from specific contracts, which had been modified as of the date of filing, or represents the percentage of total historical revenue based on the percentage of modified contracts as of June 30, 2008. Include in your response an explanation of how the pro forma revenue meets the requirements of Regulation S-X Rule 11-02(b)(6).

		Response: Pro forma service revenue was determined based on the historical service revenue of our Predecessor, adjusted for the percentage of domestic service contracts that had not been modified as of the date of filing. This method is appropriate, as our domestic contracts are fairly homogeneous, and the results would not differ materially from a more specific determination of the revenue associated with the particular modified contracts. Service revenue pro forma adjustments related to our Mexico customers were specifically identified, due to the limited number of Mexican customers. There were no pro forma adjustments related to Canadian service revenues.

		Pro forma compressor sales revenue was determined on a specific customer basis, as the sales price and associated cost of units sold often vary for each sale. Pro forma adjustments for sales of compressors represent the specific revenue and cost for sales transactions to customers whose contracts have not been modified as of the date of filing.

51.		Additionally, we note you earn revenues from the sale of services as well as from the sale of compression units. Expand your disclosures to address the break out of

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December 19, 2008
Page 18

		revenues excluded from the pro forma statements for revenues earned from sale of services and sale of units.

		Response: We have revised the Registration Statement to address the break out of revenues excluded from the pro forma statements so that revenues earned from sale of services and revenues earned from sale of units are separately disclosed. See the revised pro forma presentation on page F-19 for the break out of pro forma service revenue from pro forma sales revenue. In addition, footnote (f) to the pro forma financial statements has been modified to describe the method used to calculate pro forma adjustments.

52.		In a similar matter, expand your disclosures to state the basis for determining the cost of revenues to exclude from the pro forma statements of income.

		Response: We have revised the Registration Statement to state the basis for determining the cost of revenues to exclude from the pro forma statements of income. See revised pro forma presentation on page F-19 for the break out of pro forma service cost of revenue from pro forma sales cost of revenue. In addition, footnote (f) to the pro forma financial statements has been modified to describe the method used to calculate pro forma adjustments. See page F-19.

53.		We note you have used the percentage of total Predecessor GasJack units contributed to the Partnership to total Predecessor GasJack units to calculate the pro forma adjustment to selling, general and administrative expenses. Tell us why you believe the basis for determining the amount of selling, general and administrative expenses to exclude from the pro forma statements of income is factually supportable.

		Response: A portion of the Predecessor’s domestic customer service contracts are not being contributed to the Partnership, and will remain with Compressco. These contracts will continue to be served by Compressco, through the use of its fleet of retained GasJack™ units as well as its operational and administrative staff provided by our general partner. Accordingly, a portion of the Predecessor’s selling, general and administrative expenses is not allocated in the presentation of the Partnership’s pro forma financial statements.

		A large portion (approximately 41%) of the Predecessor’s selling, general and administrative expenses relates to selling and marketing expenses associated with its domestic customer service contracts. In addition, a portion of the Predecessor’s selling, general and administrative expenses relates to the administrative cost of billing, accounting, customer service, administrative support and executive management related to the domestic customer service contracts. The use of total Predecessor GasJack™ units contributed to the Partnership to the total Predecessor GasJack™ units provides a fair allocation of such selling and marketing costs to be borne by the Partnership. General and administrative expenses related to the Predecessor’s international operations, as well as certain costs allocated from TETRA, have been allocated 100% to the Partnership.

United States Securities and Exchange Commission
December 19, 2008
Page 19

We believe the basis for determining the amount of selling, general and administrative expenses to exclude from the pro forma statements of income is factually supportable because the excluded amounts are relatable to the continuing cost to administer the domestic customer service contracts not being contributed to the Partnership. We have revised our description of the nature of the costs excluded in the notes to the unaudited pro forma financial statements. See page F-19.

Signatures and Power of Attorney, page II-4

54.		We note that at the top of page II-4, the signature of the President is clearly formatted to indicate that he is signing in his capacity as President of the general partner, which is in turn executing the Form S-l on behalf of the limited partnership. However, the paragraph immediately after that begins with the words “We, the undersigned directors and officers of Compressco Partners, L.P. [sic],” and there is no indication in connection with the signatures that follow that these individuals are signing in their capacities as directors and officers of the general partner. Please revise to clarify.

		Response: We have revised the Registration Statement to clearly indicate that the President is signing Amendment No. 1 in his capacity as President of Compressco Partners GP Inc., in its capacity as general partner of the Registrant. See page II-4.

(Signature page follows.)



By:	/s/ Ronald J. Foster
	Name:	Ronald J. Foster
	Title:	President


	Sincerely, COMPRESSCO PARTNERS, L.P.
	By:	Compressco Partners GP Inc., its general partner