##### Table of Contents





As filed with the Securities and Exchange Commission on
    July 21, 2011
 Registration Statement
    No. 333-
   UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form F-3
      REGISTRATION STATEMENT
    UNDER
    THE SECURITIES ACT OF 1933
      TEEKAY OFFSHORE PARTNERS
    L.P.
 (Exact name of Registrant as
    specified in its charter)
      Republic of The Marshall Islands

4400

98-051255(State or other jurisdiction
    of
    incorporation or organization)

(Primary Standard Industrial
    Classification Code Number)

(I.R.S. Employer
    Identification Number)   4th Floor, Belvedere
    Building,
 69 Pitts Bay Road,
 Hamilton HM 08,
    Bermuda
 Telephone:
    (441) 298-2530
 Fax:
    (441) 292-3931
 (Address, including zip code,
    and telephone number, including area code, of Registrants
    principal executive office)
  Watson, Farley &
    Williams (New York) LLP
 Attention: Daniel C.
    Rodgers
 1133 Avenue of the
    Americas
 New York, New York
    10036
 (212) 922-2200
 (Name, address, including zip
    code, and telephone number, including area code, of agent for
    service)
      Copy to:
  David S. Matheson
 Perkins Coie LLP
 1120 N.W. Couch Street, Tenth
    Floor
 Portland, OR
    97209-4128
 (503) 727-2048
      Approximate date of commencement of proposed sale to the
    public
  o
  þ
  o
  o
  o
  o
  CALCULATION OF REGISTRATION
    FEE
  Proposed Maximum


Proposed Maximum


Amount ofTitle of Each Class of


Amount


Offering


Aggregate


RegistrationSecurities to be Registered


to be
    Registered(1)


Price per
    Unit(2)


Offering Price


FeeSecondary Offering Common Units, representing limited partner
    interests(2)


713,266


$29.76


$21,226,796.16(2)


$2,464.43  (1)
    Pursuant to Rule 416(a), the number of common units being
    registered shall be adjusted to include any additional units
    that may become issuable as a result of any unit distribution,
    split, combination or similar transaction.(2)
    Estimated solely for the purpose of calculating the registration
    fee in accordance with Rule 457(c) under the Securities Act of
    1933, as amended. The price per unit and aggregate offering
    price are based on the average of the high and low prices of the
    registrants common units on July 18, 2011, as
    reported on the New York Stock Exchange.  The Registrant hereby amends this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrant shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act of 1933 or until the Registration
    Statement shall become effective on such date as the Commission,
    acting pursuant to said Section 8(a), may determine.




---



##### Table of Contents





PROSPECTUS
 713,266 Common Units
  Representing Limited Partner
    Interests
  
  Teekay Offshore Partners
    L.P.
    successors-in-interest,
    Limited partnerships are inherently different than
    corporations. You should carefully consider each of the factors
    described under Risk Factors beginning on
    page 8 of this prospectus before you make an investment in
    our securities.
  Neither the Securities and Exchange Commission nor any state
    securities commission has approved or disapproved of these
    securities or determined if this prospectus is truthful or
    complete. Any representation to the contrary is a criminal
    offense.




---



##### 



TABLE OF
    CONTENTS
  About This Prospectus

3Teekay Offshore Partners L.P.

4Where You Can Find More Information

5Incorporation of Documents by Reference

6Forward-Looking Statements

7Risk Factors

8Use of Proceeds

13Capitalization

14Price Range of Common Units

15Selling Securityholder

16Description of the Common Units

17Cash Distributions

20Material U.S. Federal Income Tax
    Considerations

25Non-United
    States Tax Considerations

31Plan of Distribution

33Service of Process and Enforcement of Civil
    Liabilities

35Legal Matters

35Experts

35Expenses

35EX-5.1EX-8.1EX-8.2EX-23.1      SEC
 2




---



##### Table of Contents



ABOUT
    THIS PROSPECTUS      successors-in-interest.
  GAAP
   3




---



##### Table of Contents



TEEKAY
    OFFSHORE PARTNERS L.P.  FSO FPSO
    (441) 298-2530. (604) 683-3529. www.teekayoffshore.com
 4




---



##### Table of Contents



WHERE YOU
    CAN FIND MORE INFORMATION  Form F-3 www.sec.gov 1-800-SEC-0330
  Exchange Act Form 8-K.
 5




---



##### Table of Contents



INCORPORATION
    OF DOCUMENTS BY REFERENCE      
    our Annual Report on
    Form 20-F
    for the fiscal year ended December 31, 2010;
    all subsequent Annual Reports on
    Form 20-F
    filed prior to the termination of this offering by the selling
    securityholder;
    our Reports on
    Form 6-K
    furnished to the SEC on May 26, 2011 and June 6, 2011;
    all subsequent Reports on
    Form 6-K
    furnished to the SEC prior to the termination of this offering
    by the selling securityholder that we identify in such Reports
    as being incorporated by reference into the registration
    statement of which this prospectus is a part; and
    the description of our common units contained in our
    Registration Statement on Form
    8-A/A filed
    on May 13, 2011, including any subsequent amendments or
    reports filed for the purpose of updating such description.    www.teekayoffshore.com,
       (441) 298-2530
   6




---



##### Table of Contents



FORWARD-LOOKING
    STATEMENTS    Form 20-F.
   7




---



##### Table of Contents



RISK
    FACTORS  Before investing in our common units, you should carefully
    consider all of the information included or incorporated by
    reference into this prospectus. Although many of our business
    risks are comparable to those of a corporation engaged in a
    similar business, limited partner interests are inherently
    different from the capital stock of a corporation. When
    evaluating an investment in our common units, you should
    carefully consider the following risk factors together with all
    other information included in this prospectus, including those
    risks discussed under the caption Risk Factors in
    our latest Annual Report on
    Form 20-F
    filed with the SEC, which are incorporated by reference into
    this prospectus, and information included in any applicable
    prospectus supplement.
  If any of these risks were to occur, our business, financial
    condition, operating results or cash flows could be materially
    adversely affected. In that case, we might be unable to pay
    distributions on our common units, the trading price of our
    common units could decline, and you could lose all or part of
    your investment.
  Risks
    Inherent in an Investment in Us
  Our
    partnership agreement limits our general partners
    fiduciary duties to our unitholders and restricts the remedies
    available to unitholders for actions taken by our general
    partner.
    
    permits our general partner to make a number of decisions in its
    individual capacity, as opposed to in its capacity as our
    general partner. Where our partnership agreement permits, our
    general partner may consider only the interests and factors that
    it desires, and in such cases it has no duty or obligation to
    give any consideration to any interest of, or factors affecting
    us, our affiliates or our unitholders. Decisions made by our
    general partner in its individual capacity are made by its sole
    owner, Teekay Corporation, and not by the board of directors of
    our general partner. Examples include the exercise of its call
    right, its voting rights with respect to the units it owns, its
    registration rights and its determination whether to consent to
    any merger or consolidation of the partnership;
    provides that our general partner is entitled to make other
    decisions in good faith if it reasonably believes
    that the decision is in our best interests;
    generally provides that affiliated transactions and resolutions
    of conflicts of interest not approved by the conflicts committee
    of the board of directors of our general partner and not
    involving a vote of unitholders must be on terms no less
    favorable to us than those generally being provided to or
    available from unrelated third parties or be fair and
    reasonable to us and that, in determining whether a
    transaction or resolution is fair and reasonable,
    our general partner may consider the totality of the
    relationships between the parties involved, including other
    transactions that may be particularly favorable or advantageous
    to us; and
    provides that our general partner and its officers and directors
    will not be liable for monetary damages to us or our limited
    partners for any acts or omissions unless there has been a final
    and non-appealable judgment entered by a court of competent
    jurisdiction determining that the general partner or those other
    persons acted in bad faith or engaged in fraud, willful
    misconduct or gross negligence.    Fees
    and cost reimbursements, which our general partner determines
    for services provided to us, are substantial and reduce our cash
    available for distribution to our common
    unitholders.
   8




---



##### Table of Contents



Our
    general partner, which is owned and controlled by Teekay
    Corporation, makes all decisions on our behalf, subject to the
    limited voting rights of our common unitholders. Even if public
    unitholders are dissatisfied, they cannot remove our general
    partner without Teekay Corporations consent.
    2 3
    The
    control of our general partner may be transferred to a third
    party without unitholder consent.
    Our
    partnership agreement restricts the voting rights of unitholders
    owning 20% or more of our common units.
    In
    establishing cash reserves, our general partner may reduce the
    amount of cash available for distribution to
    unitholders.
    We can
    borrow money to pay distributions, which would reduce the amount
    of credit available to operate our business.
   9




---



##### Table of Contents



Unitholders
    may have liability to repay distributions.
  Marshall Islands
    Act
  We may
    issue additional equity securities without unitholder approval,
    which would dilute their ownership interests.
    
    our unitholders proportionate ownership interest in us
    will decrease;
    the amount of cash available for distribution on each unit may
    decrease;
    the relative voting strength of each previously outstanding unit
    may be diminished; and
    the market price of the common units may decline.  Our
    general partner has a call right that may require common
    unitholders to sell their common units at an undesirable time or
    price.
  90-day
  Increases
    in interest rates may cause the market price of our common units
    to decline.
    We
    have been organized as a limited partnership under the laws of
    the Republic of The Marshall Islands, which does not have a
    well-developed body of partnership law.
   10




---



##### Table of Contents



Because
    we are organized under the laws of the Marshall Islands, it may
    be difficult to serve us with legal process or enforce judgments
    against us, our directors or our management.
    Tax
    Risks
  U.S.
    tax authorities could treat us as a passive foreign
    investment company, which could have adverse U.S. federal
    income tax consequences to U.S. holders.
  PFIC
  Tidewater Inc. v.
    United States, Code IRS 2010-001) Tidewater Tidewater Tidewater Tidewater
   11




---



##### Table of Contents



The
    preferential tax rates applicable to qualified dividend income
    expire for tax years beginning after December 31, 2012, and
    the absence of legislation extending the term would cause our
    dividends to be taxed at ordinary graduated tax
    rates.
    Common
    unitholders may be subject to income tax in one or more
    non-U.S.
    countries, including Canada, as a result of owning our common
    units if, under the laws of any such country, we are considered
    to be carrying on business there. Such laws may require common
    unitholders to file a tax return with, and pay taxes to, those
    countries.
   12




---



##### Table of Contents



USE OF
    PROCEEDS   13




---



##### Table of Contents



CAPITALIZATION  Form 20-F Form 6-K
  As of March 31,2011(In thousands)Cash and cash equivalents

$
123,422Long-term debt, including current portion

$
1,805,236Equity:Non-controlling interest


48,323Partners equity


520,322Accumulated other comprehensive income


2,680Total capitalization

$
2,376,561  14




---



##### Table of Contents



PRICE
    RANGE OF COMMON UNITS AND DISTRIBUTIONS    Price Ranges

Quarterly CashHigh

Low

Distributions(1)Years EndedDecember 31, 2010

$
29.92


$
16.89December 31, 2009

$
20.15


$
9.44December 31, 2008

$
26.77


$
6.22December 31, 2007

$
37.83


$
23.49Quarters EndedSeptember 30,
    2011(2)

$
30.44


$
29.30June 30, 2011

$
31.50


$
27.00March 31, 2011

$
30.68


$
26.65


$
0.5000December 31, 2010

$
29.92


$
23.02


$
0.4750September 30, 2010

$
24.08


$
19.54


$
0.4750June 30, 2010

$
22.50


$
16.89


$
0.4750March 31, 2010

$
21.12


$
17.91


$
0.4750December 31, 2009

$
20.15


$
14.90


$
0.4500September 30, 2009

$
16.82


$
11.90


$
0.4500June 30, 2009

$
14.76


$
11.26


$
0.4500March 31, 2009

$
14.89


$
9.44


$
0.4500Months EndedJuly 31,
    2011(2)

$
30.44


$
29.30June 30, 2011

$
29.65


$
27.41May 31, 2011

$
31.50


$
27.00April 30, 2011

$
31.00


$
28.46March 31, 2011

$
30.68


$
26.94February 28, 2011

$
28.91


$
27.30January 31, 2011

$
28.33


$
26.65    (1)
    Distributions are shown for the quarter with respect to which
    they were declared. Cash distributions were declared and paid
    within 45 days following the close of each quarter.(2)
    Period beginning July 1, 2011 and ending July 20, 2011 15




---



##### Table of Contents



SELLING
    SECURITYHOLDER       16




---



##### Table of Contents



DESCRIPTION
    OF THE COMMON UNITS    Number of
    Units
  Form 20-F Form 6-K.
  Issuance
    of Additional Securities
          Meetings;
    Voting
      
    a
    662/3%
    vote of all outstanding units, voting as a single class; and
    the election of a successor general partner by the holders of a
    majority of the outstanding common units.   17




---



##### Table of Contents



Call
    Right
  90-day
    Exchange
    Listing
    Transfer
    Agent and Registrar
    
    surety bond premiums to replace lost or stolen certificates,
    taxes and other governmental charges;
    special charges for services requested by a holder of a common
    unit; and
    other similar fees or charges.    Transfer
    of Common Units
    
    represent that the transferee has the capacity, power and
    authority to become bound by our partnership agreement;
    agree to be bound by the terms and conditions of, and to have
    executed, our partnership agreement;
    grants powers of attorney to officers of our general partner and
    any liquidator of us as specified in our partnership agreement;
    and
    give the consents and approvals contained in our partnership
    agreement. 18




---



##### Table of Contents



Other
    Matters
  Merger, Sale, or Other Disposition of
    Assets.
  Registration Rights.
  Summary
    of Additional Important Provisions of Our Partnership Agreement
    and Conflicts of Interest Matters
  Form 8-A/A Form 8-A/A
 19




---



##### Table of Contents



CASH
    DISTRIBUTIONS  Distributions
    of Available Cash
  General
    Available
    Cash
    
    less the amount of cash reserves (including our proportionate
    share of cash reserves of certain subsidiaries we do not wholly
    own) established by our general partner to:  
    provide for the proper conduct of our business (including
    reserves for future capital expenditures and for our anticipated
    credit needs);
    comply with applicable law, any debt instruments, or other
    agreements; or
    provide funds for distributions to our unitholders and to our
    general partner for any one or more of the next four quarters;  
    plus all cash on hand (including our proportionate share of cash
    on hand of certain subsidiaries we do not wholly own) on the
    date of determination of available cash for the quarter
    resulting from working capital borrowings made after the end of
    the quarter. Working capital borrowings are generally borrowings
    that are made under our credit agreements and in all cases are
    used solely for working capital purposes or to pay distributions
    to partners.  Minimum
    Quarterly Distribution
    Operating
    Surplus and Capital Surplus
  General
    Definition
    of Operating Surplus
    
    $15 million; plus
    all of our cash receipts (including our proportionate share of
    cash receipts of certain subsidiaries we do not wholly own)
    after the closing of our initial public offering, excluding cash
    from (1) borrowings, other than working capital borrowings,
    (2) sales of equity and debt securities, (3) sales or
    other dispositions of assets outside the ordinary course of
    business, (4) termination of interest rate swap agreements,
    (5) capital contributions or (6) corporate
    reorganizations or restructurings; plus
    working capital borrowings (including our proportionate share of
    working capital borrowings for certain subsidiaries we do not
    wholly own) made after the end of a quarter but before the date
    of determination of operating surplus for the quarter; plus
    interest paid on debt incurred (including periodic net payments
    under related interest rate swap agreements) and cash
    distributions paid on equity securities issued, in each case
    (and including our proportionate share of such interest and cash
    distributions paid by certain subsidiaries we do not wholly
    own), to finance all or any portion of 20




---



##### Table of Contents



the construction, replacement or improvement of a capital asset
    such as vessels during the period from such financing until the
    earlier to occur of the date the capital asset is put into
    service or the date that it is abandoned or disposed of; plus  
    interest paid on debt incurred (including periodic net payments
    under related interest rate swap agreements) and cash
    distributions paid on equity securities issued, in each case
    (and including our proportionate share of such interest and cash
    distributions paid by certain subsidiaries we do not wholly
    own), to pay the construction period interest on debt incurred
    (including periodic net payments under related interest rate
    swap agreements), or to pay construction period distributions on
    equity issued, to finance the construction projects described in
    the immediately preceding bullet; less
    all of our operating expenditures (including our proportionate
    share of operating expenditures of certain subsidiaries we do
    not wholly own) after the closing of our initial public offering
    and the repayment of working capital borrowings, but not
    (1) the repayment of other borrowings, (2) actual
    maintenance capital expenditures, or expansion capital
    expenditures or investment capital expenditures,
    (3) transaction expenses (including taxes) related to
    interim capital transactions or (4) distributions; less
    estimated maintenance capital expenditures and the amount of
    cash reserves (including our proportionate share of cash
    reserves of certain subsidiaries we do not wholly own)
    established by our general partner to provide funds for future
    operating expenditures.  12-month
    Capital
    Expenditures
         21




---



##### Table of Contents




    it reduces the risk that actual maintenance capital expenditures
    in any one quarter will be large enough to make operating
    surplus less than the minimum quarterly distribution to be paid
    on all the units for that quarter and subsequent quarters;
    it reduces the need for us to borrow under our working capital
    facility to pay distributions; and
    it is more difficult for us to raise our distribution on our
    units above the minimum quarterly distribution and pay incentive
    distributions to our general partner.  Definition
    of Capital Surplus
    
    borrowings other than working capital borrowings;
    sales of debt and equity securities; and
    sales or other dispositions of assets for cash, other than
    inventory, accounts receivable and other current assets sold in
    the ordinary course of business or non-current assets sold as
    part of normal retirements or replacements of assets.  Characterization
    of Cash Distributions
    Distributions
    of Available Cash From Operating Surplus
    
    first, 98% to all unitholders, pro rata, and 2% to our general
    partner, until we distribute for each outstanding unit an amount
    equal to the minimum quarterly distribution for that quarter; and
    thereafter, in the manner described in Incentive
    Distribution Rights below.    Incentive
    Distribution Rights
   22




---



##### Table of Contents




    first, 98% to all unitholders, pro rata, and 2% to our general
    partner, until each unitholder receives a total of $0.4025 per
    unit for that quarter (the first target
    distribution);
    second, 85% to all unitholders, pro rata, and 15% to our general
    partner, until each unitholder receives a total of $0.4375 per
    unit for that quarter (the second target
    distribution);
    third, 75% to all unitholders, pro rata, and 25% to our general
    partner, until each unitholder receives a total of $0.525 per
    unit for that quarter (the third target
    distribution); and
    thereafter, 50% to all unitholders, pro rata, and 50% to our
    general partner.    Percentage
    Allocations of Available Cash From Operating Surplus
    Marginal PercentageTotal Quarterly Distribution

Interest in DistributionsTarget Amount

Unitholders

General PartnerMinimum Quarterly Distribution

$0.35


98
%


2
%First Target Distribution

up to $0.4025


98
%


2
%Second Target Distribution

above $0.4025 up to $0.4375


85
%


15
%Third Target Distribution

above $0.4375 up to $0.525


75
%


25
%Thereafter

above $0.525


50
%


50
%   Distributions
    From Capital Surplus
  How
    Distributions From Capital Surplus Are Made
    
    first, 98% to all unitholders, pro rata, and 2% to our general
    partner, until we distribute for each common unit an amount of
    available cash from capital surplus equal to the initial public
    offering price of our common units; and
    thereafter, we make all distributions of available cash from
    capital surplus as if they were from operating surplus.   23




---



##### Table of Contents



Effect
    of a Distribution From Capital Surplus
      Adjustment
    to the Minimum Quarterly Distribution and Target Distribution
    Levels
    
    the minimum quarterly distribution;
    the target distribution levels; and
    the initial unit price.  two-for-one
  Distributions
    of Cash Upon Liquidation
    current market price
  
    first, 98% to the common unitholders, pro rata, and 2% to our
    general partner, until we distribute for each outstanding common
    unit an amount equal to the current market price of our common
    units; and
    thereafter, 50% to all unitholders, pro rata, 48% to holders of
    incentive distribution rights and 2% to our general partner.    
    first, 98% to the common unitholders, pro rata, and 2% to our
    general partner, until we distribute for each outstanding common
    unit an amount equal to the initial public offering unit price
    (less any prior capital surplus distributions and any prior cash
    distributions made in connection with a partial liquidation);
    thereafter, 50% to all unitholders, pro rata, 48% to holders of
    incentive distribution rights and 2% to our general partner.   24




---



##### Table of Contents



MATERIAL
    U.S. FEDERAL INCOME TAX CONSIDERATIONS    Code Treasury
    Regulations
    
    dealers in securities or currencies,
    traders in securities that have elected the
    mark-to-market
    method of accounting for their securities,
    persons whose functional currency is not the U.S. dollar,
    persons holding our common units as part of a hedge, straddle,
    conversion or other synthetic security or integrated
    transaction,
    certain U.S. expatriates,
    financial institutions,
    insurance companies,
    persons subject to the alternative minimum tax,
    persons that actually or under applicable constructive ownership
    rules own 10% or more of our common units, and
    entities that are tax-exempt for U.S. federal income tax
    purposes.    IRS
  non-U.S.
  Election
    to be Taxed as a Corporation
    United
    States Federal Income Taxation of U.S. Holders
  U.S. Holder
 25




---



##### Table of Contents



Distributions
  PFICs
  Individual U.S.
    Holder 121-day
      Sale,
    Exchange or Other Disposition of Common Units
  U.S.-source
   26




---



##### Table of Contents



Consequences
    of Possible PFIC Classification
  non-U.S.
  Tidewater Inc. v.
    United States, 2010-001) Tidewater Tidewater Tidewater Tidewater
  
    the total payments due to us under each of our time charters and
    our FPSO contracts are substantially in excess of the current
    bareboat charter rate for comparable vessels;
    the income derived from our contracts of affreightment, time
    chartering activities and our FPSO contracts will be greater
    than 25% of our total gross income at all relevant times; and
    the gross value of our vessels servicing our contracts of
    affreightment, time charters and FPSO contracts will exceed the
    gross value of all other assets we own at all relevant times.    QEF election mark-to-market
  Taxation of U.S. Holders Making a Timely QEF
    Election. Electing Holder
   27




---



##### Table of Contents



Taxation of U.S. Holders Making a
    Mark-to-Market
    Election. mark-to-market mark-to-market mark-to-market mark-to-market
  mark-to-market mark-to-market mark-to-market mark-to-market
  Taxation of U.S. Holders Not Making a Timely QEF or
    Mark-to-Market
    Election. mark-to-market Non-Electing Holder i.e.
  
    the excess distribution or gain would be allocated ratably over
    the Non-Electing Holders aggregate holding period for the
    common units;
    the amount allocated to the current taxable year and any taxable
    year prior to the taxable year we were first treated as a PFIC
    with respect to the Non-Electing Holder would be taxed as
    ordinary income in the current taxable year; and 28




---



##### Table of Contents




    the amount allocated to each of the other taxable years would be
    subject to U.S. federal income tax at the highest rate of tax in
    effect for the applicable class of taxpayers for that year; and
    an interest charge for the deemed deferral benefit would be
    imposed with respect to the resulting tax attributable to each
    such other taxable year.  step-up
  U.S. Holders are urged to consult their own tax advisors
    regarding the applicability, availability and advisability of,
    and procedure for, making QEF,
    Mark-to-Market
    Elections and other available elections with respect to us, and
    the U.S. federal income tax consequences of making such
    elections.
  Consequences
    of Possible Controlled Foreign Corporation
    Classification
        U.S.
    Return Disclosure Requirements for Individual U.S.
    Holders
    United
    States Federal Income Taxation of
    Non-U.S.
    Holders
  Non-U.S.
  Distributions
  Non-U.S. Non-U.S. Non-U.S. Non-U.S. Non-U.S. Non-U.S.
  Sale,
    Exchange or Other Disposition of Common Units
  Non-U.S. Non-U.S.
 29




---



##### Table of Contents



Backup
    Withholding and Information Reporting
    
    fails to timely provide an accurate taxpayer identification
    number;
    is notified by the IRS that it has failed to report all interest
    or distributions required to be shown on its U.S. federal income
    tax returns; or
    in certain circumstances, fails to comply with applicable
    certification requirements.  Non-U.S. Form W-8BEN, W-8ECI W-8IMY,
   30




---



##### Table of Contents



NON-UNITED
    STATES TAX CONSIDERATIONS  Marshall
    Islands Tax Considerations
      non-U.S.,
  Canadian
    Federal Income Tax Considerations
  Income Tax
    Act Canada Tax Act Canada-United Canada-U.S. Treaty U.S. Resident Holders
      OPCO
   31




---



##### Table of Contents



non-U.S.,
 32




---



##### Table of Contents



PLAN OF
    DISTRIBUTION    
    through underwriters or dealers;
    through agents;
    directly to purchasers; or
    through a combination of any such methods of sale.        
    at a fixed price or prices that may be changed;
    at market prices prevailing at the time of sale;
    at prices related to such prevailing market prices; or
    at negotiated prices.           33




---



##### Table of Contents



34




---



##### Table of Contents



SERVICE
    OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES       LEGAL
    MATTERS   EXPERTS  Form 20-F
 EXPENSES    U.S. Securities and Exchange Commission registration fee

$
2,464FINRA filing fee

$
2,623Legal fees and expenses

$
18,000Accounting fees and expenses

$
15,000Miscellaneous

$
10,000Total

$
48,087  35




---



##### Table of Contents



PART II
  INFORMATION
    NOT REQUIRED IN PROSPECTUS
  ITEM 8.
    Indemnification
    of Directors and Officers    (1)
    its general partner;(2)
    any departing general partner;(3)
    any person who is or was an affiliate of the general partner or
    any departing general partner;(4)
    any person who is or was an officer, director, member or partner
    of any entity described in (1), (2) or (3) above;(5)
    any person who is or was serving as a director, officer, member,
    partner, fiduciary or trustee of another person at the request
    of the general partner or any departing general partner; or(6)
    any person designated by the general partner.      ITEM 9.
    Exhibits
    and Financial Statement Schedules  (a)
    Exhibits  ExhibitNumber

Description4
.1

First Amended and Restated Agreement of Limited Partnership of
    Teekay Offshore Partners L.P. (incorporated by reference to
    Exhibit 4.1 to the Registration Statement of Teekay
    Offshore Partners L.P. on
    Form 8-A/A
    filed on May 13, 2011, File
    No. 333-139116)5
.1

Opinion of Watson, Farley & Williams (New York) LLP,
    relating to the legality of the securities being registered8
.1

Opinion of Perkins Coie LLP, relating to tax matters8
.2

Opinion of Watson, Farley & Williams (New York) LLP,
    relating to tax matters23
.1

Consent of Ernst & Young LLP23
.2

Consent of Watson, Farley & Williams (New York) LLP
    (contained in Exhibit 5.1)23
.3

Consent of Perkins Coie LLP (contained in Exhibit 8.1)24
.1

Powers of Attorney (contained on
    page II-5)   (b)
    Financial
    Statement Schedules.    (c)
    Reports,
    Opinions, and Appraisals  None
 II-1




---



##### Table of Contents



ITEM 10.
    Undertakings    1.
    To file, during any period in which offers or sales are being
    made, a post-effective amendment to this registration statement:  a.
    To include any prospectus required by section 10(a)(3) of
    the U.S. Securities Act of 1933;b.
    To reflect in the prospectus any facts or events arising after
    the effective date of the registration statement (or the most
    recent post-effective amendment thereof) which, individually or
    in the aggregate, represent a fundamental change in the
    information set forth in the registration statement.
    Notwithstanding the foregoing, any increase or decrease in
    volume of securities offered (if the total dollar value of
    securities offered would not exceed that which was registered)
    and any deviation from the low or high end of the estimated
    maximum offering range may be reflected in the form of
    prospectus filed with the Commission pursuant to Rule 424(b) if,
    in the aggregate, the changes in volume and price represent no
    more than a 20 % change in the maximum aggregate offering price
    set forth in the Calculation of Registration Fee
    table in the effective registration statement;c.
    To include any material information with respect to the plan of
    distribution not previously disclosed in the registration
    statement or any material change to such information in the
    registration statement;  provided, however, that
  2.
    That, for the purpose of determining any liability under the
    U.S. Securities Act of 1933, each such post-effective amendment
    shall be deemed to be a new registration statement relating to
    the securities offered therein, and the offering of such
    securities at that time shall be deemed to be the initial bona
    fide offering thereof.3.
    To remove from registration by means of a post-effective
    amendment any of the securities being registered which remain
    unsold at the termination of the offering.4.
    To file a post-effective amendment to the registration statement
    to include any financial statements required by Item 8.A.
    of
    Form 20-F
    at the start of any delayed offering or throughout a continuous
    offering. Financial statements and information otherwise
    required by section 10(a)(3) of the U.S. Securities Act of
    1933 need not be furnished, provided that the registrant
    includes in the prospectus, by means of a post-effective
    amendment, financial statements required pursuant to this
    paragraph 4 and other information necessary to ensure that
    all other information in the prospectus is at least as current
    as the date of those financial statements. Notwithstanding the
    foregoing, with respect to registration statements on
    Form F-3,
    a post-effective amendment need not be filed to include
    financial statements and information required by
    section 10(a)(3) of the U.S. Securities Act of 1933 or
    § 210.3-19 of this chapter if such financial statements and
    information are contained in periodic reports filed with or
    furnished to the Commission by the registrant pursuant to
    section 13 or section 15(d) of the U.S. Securities
    Exchange Act of 1934 that are incorporated by reference in the
    Form F-3.5.
    That, for the purpose of determining liability under the U.S.
    Securities Act of 1933 to any purchaser:  a.
    Each prospectus filed by the registrant pursuant to
    Rule 424(b)(3) shall be deemed to be part of the
    registration statement as of the date the filed prospectus was
    deemed part of and included in the registration statement; andb.
    Each prospectus required to be filed pursuant to
    Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration
    statement in reliance on Rule 430B relating to an offering
    made pursuant to Rule 415(a)(1)(i), (vii), or (x) for
    the purpose of providing the information required by
    Section 10(a) of the U.S. Securities Act of 1933 shall be
    deemed to be part of and included in the registration statement
    as of the earlier of the date such form of prospectus is first
    used after effectiveness or the date of the first contract of
    sale of securities in the offering described in the prospectus.
    As provided in Rule 430B, for liability purposes of the
    issuer and any person that is at that date an underwriter, such
    date shall be deemed to be a new effective date of II-2




---



##### Table of Contents



the registration statement relating to the securities in the
    registration statement to which that prospectus relates, and the
    offering of such securities at that time shall be deemed to be
    the initial bona fide offering thereof. Provided,
    however, that no statement made in a registration statement
    or prospectus that is part of the registration statement or made
    in a document incorporated or deemed incorporated by reference
    into the registration statement or prospectus that is part of
    the registration statement will, as to a purchaser with a time
    of contract of sale prior to such effective date, supersede or
    modify any statement that was made in the registration statement
    or prospectus that was part of the registration statement or
    made in any such document immediately prior to such effective
    date.  6.
    That, for the purpose of determining liability of the registrant
    under the U.S. Securities Act of 1933 to any purchaser in the
    initial distribution of the securities, the undersigned
    registrant undertakes that in a primary offering of securities
    of the undersigned registrant pursuant to this registration
    statement, regardless of the underwriting method used to sell
    the securities to the purchaser, if the securities are offered
    or sold to such purchaser by means of any of the following
    communications, the undersigned registrant will be a seller to
    the purchaser and will be considered to offer or sell such
    securities to such purchaser:  a.
    Any preliminary prospectus or prospectus of the Registrant
    relating to the offering required to be filed pursuant to
    Rule 424;b.
    Any free writing prospectus relating to the offering prepared by
    or on behalf of the Registrant or used or referred to by the
    Registrant;c.
    The portion of any other free writing prospectus relating to the
    offering containing material information about the Registrant or
    its securities provided by or on behalf of the Registrant; andd.
    Any other communication that is an offer in the offering made by
    the Registrant to the purchaser.     II-3




---



##### Table of Contents



SIGNATURES
  Form F-3
  TEEKAY OFFSHORE PARTNERS L.P.
  By:
    /s/  Peter
    Evensen   Title:
    Chief Executive Officer and
    Chief Financial Officer II-4




---



##### Table of Contents



POWER OF
    ATTORNEY
      Signature

Title/s/  Peter
    EvensenPeter
    Evensen

Chief Executive Officer and Chief Financial Officer
    (Principal Executive, Financial and Accounting Officer),
    Director of Teekay Offshore GP L.L.C. and Authorized
    Representative in the United States/s/  C.
    Sean DayC.
    Sean Day

Chairman and Director of Teekay Offshore GP L.L.C./s/  Kenneth
    HvidKenneth
    Hvid

Director of Teekay Offshore GP L.L.C./s/  David
    L. LemmonDavid
    L. Lemmon

Director of Teekay Offshore GP L.L.C./s/  Carl
    Mikael L.L. von MentzerCarl
    Mikael L.L. von Mentzer

Director of Teekay Offshore GP L.L.C./s/  John
    J. PeacockJohn
    J. Peacock

Director of Teekay Offshore GP L.L.C.  II-5




---



##### Table of Contents



INDEX TO
    EXHIBITS
  ExhibitNumber

Description4
.1

First Amended and Restated Agreement of Limited Partnership of
    Teekay Offshore Partners L.P. (incorporated by reference to
    Exhibit 4.1 to the Registration Statement of Teekay
    Offshore Partners L.P. on
    Form 8-A/A
    filed on May 13, 2011, File
    No. 333-139116)5
.1

Opinion of Watson, Farley & Williams (New York) LLP,
    relating to the legality of the securities being registered8
.1

Opinion of Perkins Coie LLP, relating to tax matters8
.2

Opinion of Watson, Farley & Williams (New York) LLP,
    relating to tax matters23
.1

Consent of Ernst & Young LLP23
.2

Consent of Watson, Farley & Williams (New York) LLP
    (contained in Exhibit 5.1)23
.3

Consent of Perkins Coie LLP (contained in Exhibit 8.1)24
.1

Powers of Attorney (contained on
    page II-5)  II-6