FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * EXTERRAN HOLDINGS INC.   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) (Last) (First) (Middle) 16666 NORTHCHASE DRIVE,  3. Date of Earliest Transaction (Month/Day/Year) 03/04/2011 (Street) HOUSTON, TX 77060 4. If Amendment, Date 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 (City) (State) (Zip) 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) 03/04/2011   S   5,250,000 D $ 27.47 (2) 8,416,107 I See footnote (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Underlying Securities (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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
EXTERRAN HOLDINGS INC. 16666 NORTHCHASE DRIVE HOUSTON, TX 77060		X
EXH MLP LP LLC 103 FOULK ROAD WILMINGTON, DE 19803		X
Exterran HL LLC 103 FOULK ROAD SUITE 200 WILMINGTON, DE 19803		X
Exterran Holdings HL LLC 103 FOULK ROAD SUITE 200 WILMINGTON, DE 19803		X
Exterran Energy Corp. 16666 NORTHCHASE DRIVE HOUSTON, TX 77060		X
EES GP, L.P. 16666 NORTHCHASE DRIVE HOUSTON, TX 77060		X
EXTERRAN ENERGY SOLUTIONS, L.P. 16666 NORTHCHASE DRIVE HOUSTON, TX 77060		X
Exterran General Holdings LLC 16666 NORTHCHASE DRIVE HOUSTON, TX 77060		X

Signatures

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.		03/08/2011
**Signature of Reporting Person		Date
Mary S. Stawikey, Manager, EXH MLP LP LLC, Exterran HL LLC and Exterran Holdings HL LLC		03/08/2011
**Signature of Reporting Person		Date
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.		03/08/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(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).
(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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.