8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 8, 2008

TRANSMONTAIGNE PARTNERS L.P.

(Exact name of registrant as specified in its charter)

Delaware	001-32505	34-2037221
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification Number)

1670 Broadway, Suite 3100, Denver, CO 80202

(Address of principal executive offices)

Registrant’s telephone number, including area code: 303-626-8200

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 8, 2008, the board of directors of TransMontaigne GP L.L.C., the general partner (the “General Partner”) of TransMontaigne Partners L.P. (the “Partnership”), appointed Charles L. Dunlap, effective July 8, 2008, as an independent director of the General Partner to fill the last remaining vacancy created by previously-announced resignations.  Mr. Dunlap will serve as a member of the Conflicts Committee of the General Partner.  Mr. Dunlap’s compensation for his services on the board of directors will be consistent with that of the General Partner’s other directors who are not officers or employees of the General Partner or its affiliates.  As described in the Partnership’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 10, 2008, the General Partner’s directors who are not officers or employees of the General Partner or its affiliates are entitled to a $30,000 annual cash retainer and an annual grant of 2,000 restricted phantom units, which will vest in 25% increments on each of the four successive anniversaries of the date of grant (with vesting to be accelerated upon a change of control).  Other than the standard compensation arrangements, there are no arrangements or understandings between Mr. Dunlap and any other persons pursuant to which Mr. Dunlap was appointed.  There are no relationships between Mr. Dunlap and the General Partner or the Partnership that would require disclosure pursuant to Item 404(a) of Regulation S-K.

On July 8, 2008, the Partnership issued a press release announcing the foregoing actions.  The press release contains a biography of Mr. Dunlap.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

(d)Exhibits.

Exhibit No.	Description of Exhibit
99.1	TransMontaigne Partners L.P. press release dated July 8, 2008.

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SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TRANSMONTAIGNE PARTNERS L.P.
	By:	TransMontaigne GP L.L.C., its general partner
Date: July 8, 2008	By:	/s/ Randall J. Larson
		Randall J. Larson
		Chief Executive Officer

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Exhibit Index

Exhibit No.	Description of Exhibit
99.1	TransMontaigne Partners L.P. press release dated July 8, 2008.

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EX-99.1

Exhibit 99.1

Contact:	Randall J. Larson, CEO
	Gregory J. Pound, COO
	Frederick W. Boutin, CFO
	303-626-8200

TRANSMONTAIGNE PARTNERS L.P. ANNOUNCES APPOINTMENT TO

THE BOARD OF DIRECTORS OF ITS GENERAL PARTNER

Tuesday, July 8, 2008 Immediate Release

Denver, Colorado— TransMontaigne Partners L.P. (“Partnership”) (NYSE: TLP) today announced that effective July 8, 2008, Charles L. Dunlap has been appointed to serve as a member of the Board of Directors and will also serve as a member of the Conflicts Committee of TransMontaigne GP L.L.C., the General Partner of the Partnership.  The General Partner is responsible for managing the operations and activities of the Partnership since the Partnership does not have its own officers or employees.

Since January 2005, Mr. Dunlap has served as Chief Executive Officer and President of Pasadena Refining System, Inc. based in Houston, Texas.  Mr. Dunlap has also served as a director of Opti Canada, Inc. since June 2006, which is a public energy company based in Calgary, Canada.  In addition, from May 2000 to February 2004, Mr. Dunlap served as one of the founding partners of Strategic Advisors, LLC, a management consulting firm based in Baltimore, Maryland.  Prior to that time, Mr. Dunlap served in various senior management and executive positions at various oil and gas companies.  Mr. Dunlap is a graduate of Rockhurst College and holds a Juris Doctor degree from Saint Louis University Law School.

Based upon this appointment, effective July 8, 2008, the General Partner Board will be comprised of the following seven directors, three of whom are affiliated directors and four of whom are independent directors.

Stephen R. Munger	–	Affiliated Director and Chairman of the Board
Javed Ahmed	–	Affiliated Director
Olav N. Refvik	–	Affiliated Director
Duke R. Ligon	–	Independent Director
Jerry R. Masters	–	Independent Director
David A. Peters	–	Independent Director
Charles L. Dunlap	–	Independent Director

1670 Broadway · Suite 3100 · Denver, CO   80202 · 303-626-8200 (phone) · 303-626-8228 (fax)

Mailing Address:  P. O. Box 5660 · Denver, CO   80217-5660

www.transmontaignepartners.com

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About TransMontaigne Partners L.P.

TransMontaigne Partners L.P. is a terminaling and transportation company based in Denver, Colorado with operations along the Gulf Coast, Midwest, in Brownsville, Texas, along the Mississippi and Ohio Rivers, and in the Southeastern United States.  We provide integrated terminaling, storage, transportation and related services for companies engaged in the distribution and marketing of light refined petroleum products, heavy refined petroleum products, crude oil, chemicals, fertilizers and other liquid products. Light refined products include gasolines, diesel fuels, heating oil and jet fuels; heavy refined products include residual fuel oils and asphalt.  We do not purchase or market products that we handle or transport.  News and additional information about TransMontaigne Partners L.P. is available on our website:  www.transmontaignepartners.com

Forward-Looking Statements

This press release includes statements that may constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Although the company believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Important factors that could cause actual results to differ materially from the company’s expectations and may adversely affect its business and results of operations are disclosed in “Item 1A. Risk Factors” in the company’s Annual Report on Form 10-K for the year ended December 31, 2007, filed with the Securities and Exchange Commission on March 10, 2008.

-END-

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