TEEKAY OFFSHORE PARTNERS L.P.

4th Floor, Belvedere Building,

69 Pitts Bay Road,

Hamilton HM 08, Bermuda

Telephone: (441) 298-2530

Fax: (441) 292-3931

September 11, 2012

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street N.E.

Washington, D.C. 20549

Re: Teekay Offshore Partners L.P.

Registration Statement on Form F-3

Filed August 10, 2012

File No. 333-183225

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Teekay Offshore Partners L.P. (the “Company”) hereby requests that the effective date of the above-captioned Registration Statement be accelerated so that it becomes effective at 2:00 p.m., Eastern Time, on September 14, 2012, or as soon thereafter as practicable.

The Company acknowledges that:

(1) If the U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declares the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

(2) The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

(3) The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

[Signature page follows]

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TEEKAY OFFSHORE PARTNERS L.P.

By: Teekay Offshore G.P., L.L.C., its general partner

By:	/s/ Peter Evensen
	Name:	Peter Evensen
	Title:	Chief Executive Officer and Chief Financial Officer

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