OMB
Number: 3235-0145
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Expires:
December 31, 1997
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Estimated
average burden
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hours
per
response 14.90
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TEEKAY
OFFSHORE PARTNERS, LP
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(Name
of Issuer)
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COMMON
UNITS
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(Title
of Class of Securities)
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Y8565J101
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(CUSIP
Number)
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CUSIP
NO. Y8565J101
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13G
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PAGE
2 OF 8 PAGES
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1
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NAME
OF REPORTING PERSON
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S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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(A)
KAYNE ANDERSON CAPITAL ADVISORS, L.P. -
95-4486379
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(B)
RICHARD A. KAYNE
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
o
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(b)
o
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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IS
A CALIFORNIA LIMITED PARTNERSHIP
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5
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SOLE
VOTING POWER
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NUMBER
OF
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0
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SHARES
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BENEFICIALLY
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6
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SHARED
VOTING POWER
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OWNED
BY
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(A)
993,066
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EACH
REPORTING
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(B)
993,066
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PERSON
WITH
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7
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SOLE
DISPOSITIVE POWER
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0
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8
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SHARED
DISPOSITIVE POWER
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(A)
993,066
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(B)
993,066
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
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(A)
993,066
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(B)
993,066
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
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SHARES*
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o
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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(A)
10.19%
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(B)
10.19%
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12
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TYPE
OF REPORTING PERSON*
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(A)
IA
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(B)
IN
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Item
1.
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(a)
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Issuer:
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TEEKAY
OFFSHORE PARTNERS, LP
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(b)
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Address:
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4TH
Floor, Belvedere Building
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69
Pitts Bay Road
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Hamilton,
HM 08 Bermuda
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Item
2.
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(a)
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Filing
Persons:
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Kayne
Anderson
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Richard
A. Kayne
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Capital
Advisors, L.P.
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(b)
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Addresses:
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1800
Avenue of the Stars,
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1800
Avenue of the Stars,
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Second
Floor
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Second
Floor
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Los
Angeles, CA 90067
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Los
Angeles, CA 90067
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(c)
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Citizenship:
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Kayne
Anderson Capital Advisors, L.P. is a California limited
partnership
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Richard
A. Kayne is a U.S. Citizen
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(d)
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Title
of Class of Securities:
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Common
Units
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(e)
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Cusip
Number:
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Y8565J101
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Item
3.
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If
this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), check
whether the person filing is a:
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(e)
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Kayne
Anderson Capital Advisors, L.P., is an investment adviser registered under
section 203 of the Investment Advisers Act of 1940.
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Item
4.
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Ownership
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(a)
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Amount
Beneficially Owned:
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Kayne Anderson Capital Advisors, L.P. Managed Accounts |
993,066
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Richard A. Kayne |
993,066
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(b)
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Percent
of Class:
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10.19
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% | |
(c)
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Number
of shares as to which such person has:
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(i)
sole power to vote or direct to vote
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0
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(ii)
Shared power to vote or direct the vote
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993,066
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(iii)
sole power to dispose or direct the disposition
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0
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(iv)
shared power to dispose or direct the disposition of
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993,066
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Item
5.
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Ownership
of Five Percent or Less of a Class
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company
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Item
8.
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Identification
and Classification of Members of the
Group
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Item
9.
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Notice
of Dissolution of Group
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Item
10.
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Certification
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June 2, 2008
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Date
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/S/ RICHARD A. KAYNE
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Richard
A. Kayne
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By:
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Kayne
Anderson Investment Management, Inc.
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By:
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/S/ DAVID J. SHLADOVSKY
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David
J. Shladovsky, Secretary
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June 2, 2008
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Date
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/S/ RICHARD A. KAYNE
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Richard
A. Kayne
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By:
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Kayne
Anderson Investment Management, Inc.
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By:
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/S/ DAVID J. SHLADOVSKY
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David
J. Shladovsky, Secretary
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Box
9.
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The
reported units are owned by investment accounts (investment limited
partnerships, a registered investment company and institutional accounts)
managed, with discretion to purchase or sell securities, by Kayne Anderson
Capital Advisors, L.P., as a registered investment
adviser.
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/S/ RICHARD A. KAYNE
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Richard
A. Kayne
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By:
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Kayne
Anderson Investment Management, Inc.
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By:
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/S/ DAVID J. SHLADOVSKY
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David
J. Shladovsky, Secretary
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