Abstract: A system and method directed to passively compensating for the vertical movement of an offshore platform due to fluctuations of the sea level. The system, which is deployed from the offshore platform, includes an inline motion compensator, a top drive assembly and a static lift frame that are coupled together. In an embodiment, the inline motion compensator comprises an elongated vessel containing a piston which defines a blind chamber and a compensation chamber of the elongated vessel. The compensation chamber is filled with pressurized gas, which along with an elongated rod disposed therein, is used to compensate for the relative movement between the offshore platform and a hydrocarbon well assembly that it is coupled to system.