6-K

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

Date of report: February 14, 2007

Commission file number 001- 33198

TEEKAY OFFSHORE PARTNERS L.P.

(Exact name of Registrant as specified in its charter)

Bayside House

Bayside Executive Park

West Bay Street & Blake Road

P.O. Box AP-59212, Nassau, Bahamas

(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. (the “Partnership”), dated February 14, 2007.

THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENT OF THE PARTNERSHIP.

• REGISTRATION STATEMENT ON FORM F-1 (NO. 333-139116) FILED WITH THE SEC ON DECEMBER 4, 2006

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: February 14, 2007           TEEKAY OFFSHORE PARTNERS L.P.       By:     /s/ Peter Evensen                            Peter Evensen           Chief Executive Officer and Chief Financial Officer           (Principal Financial and Accounting Officer)

EXHIBIT I

EX-1

  TEEKAY OFFSHORE PARTNERS L.P. Bayside House, Bayside Executive Park, West Bay Street & Blake Road P.O. Box AP-59212, Nassau, Bahamas  

 NEWS RELEASE

TEEKAY OFFSHORE PARTNERS L.P. ANNOUNCES FOURTH QUARTER

AND FISCAL YEAR 2006 EARNINGS CONFERENCE CALL

Nassau, The Bahamas, February 14, 2007 - Teekay Offshore Partners L.P. (NYSE: TOO) plans to release its financial results for the fourth quarter and fiscal year 2006 after market close on Wednesday, February 21, 2007.

The Partnership plans to host a conference call on Friday, February 23 at 12:00 p.m. (ET) to discuss the results for the quarter and fiscal year. All unitholders and interested parties are invited to listen to the live conference call by choosing any of the following options:

·   By dialing (866) 234-7330 or (706) 634-5011 if outside North America;

·   By accessing the webcast, which will be available on Teekay Offshore Partners web site at www.teekayoffshore.com. (The archive will remain on the web site for a period of 30 days)

·   A recording of the conference call will also be available until Friday, March 2, 2007 by dialing (800) 642-1687 or (706) 645-9291 and entering access code 7234611.

About Teekay Offshore Partners L.P.

Teekay Offshore Partners L.P., a publicly-traded master limited partnership formed by Teekay Shipping Corporation (NYSE: TK), is an international provider of marine transportation and storage services to the offshore oil industry. Teekay Offshore Partners owns a 26.0% interest in and controls Teekay Offshore Operating L.P., a Marshall Islands limited partnership with a fleet of 36 shuttle tankers (including 12 chartered-in vessels), four floating storage and offtake units and nine conventional crude oil Aframax tankers. Teekay Offshore Partners L.P. also has rights to participate in certain floating production, storage and offloading (FPSO) opportunities involving Teekay Petrojarl ASA.

Teekay Offshore Partners’ common units trade on the New York Stock Exchange under the symbol “TOO”.

For Investor Relations enquiries contact:

Scott Gayton

Tel: + 1 (604) 609-6442

For Media enquiries contact:

Kim Barbero

Tel: + 1 (604) 609-4703

Web site: www.teekayoffshore.com

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