form6k.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

     


For the quarterly period ended March 31, 2008

Commission file number 001- 33198

TEEKAY OFFSHORE PARTNERS L.P.
(Exact name of Registrant as specified in its charter)

4th Floor
Belvedere Building
69 Pitts Bay Road
Hamilton, HM 08 Bermuda
 (Address of principal executive office)

     


Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F
X
Form 40- F
  

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):______

Yes
  
No
X

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):______

Yes
  
No
X

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes
  
No
X

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82-_____



 
Item 1 - Information Contained in this Form 6-K Report
 
Attached as Exhibit I is a copy of an announcement of Teekay Offshore Partners L.P. dated May 14, 2008.
 

 


 
 
SIGNATURES
 
           Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Date: May 14, 2008
          TEEKAY OFFSHORE PARTNERS L.P.
 
 
 
By:     /s/ Peter Evensen          
          Peter Evensen
          Chief Executive Officer and Chief Financial Officer
          (Principal Financial and Accounting Officer)