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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 1, 2011
 
 K-SEA TRANSPORTATION PARTNERS L.P.
  Delaware
    
    001-31920
    
    20-0194477(State or other jurisdiction
    
    (Commission File Number)
    
    (IRS Employerof incorporation)
    
    
    
    Identification No.)
 One Town Center Boulevard, 17thFloorEast Brunswick, New Jersey
    
    08816(Address of principal executive offices)
    
    (Zip Code)
 (732) 565-3818
 
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TABLE OF CONTENTS  Item 1.02 Termination of a Material Definitive Agreement.Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.Item 3.03 Material Modification to Rights of Security Holders.Item 5.01 Changes in Control of Registrant.Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.Item 5.07 Submission of Matters to a Vote of Security Holders.Item 9.01 Financial Statements and Exhibits.SIGNATUREExhibit IndexEX-3.1EX-3.2    Table of Contents  Introductory Note
  
 Item 1.02 Termination of a Material Definitive Agreement.
  
    
    Amended and Restated Loan and Security Agreement, dated August 24, 2007, among
K-Sea Operating Partnership L.P., as borrower, KeyBank National Association, as
administrative agent and collateral trustee, Bank of America, N.A. (successor to
LaSalle Bank National Association) and Citibank, N.A., as co-syndication agents,
Citizens Bank of Pennsylvania and HSBC Bank USA, National Association, as
co-documentation agents, and the lenders party thereto, as amended. No borrowings
were outstanding under this agreement at the effective time of the Merger;
    
    Master Loan and Security Agreement dated as of April 3, 2006 by and among
K-Sea Operating Partnership L.P., as Borrower, Key Equipment Finance Inc., as
Lender, and K-Sea Transportation Partners L.P., K-Sea Transportation Inc. and Sea
Coast Transportation LLC, as Guarantors. No borrowings were outstanding under
this agreement at the effective time of the Merger; and
    
    The Partnerships Deferred Compensation Plan and Employee Unit Purchase Plan.
 
 Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
  
 Item 3.03 Material Modification to Rights of Security Holders.
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Item 5.01 Changes in Control of Registrant.
  
 Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
  
 Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 Fifth Amended and Restated Limited Partnership Agreement of the Partnership
    Amendment to Certificate of Limited Partnership of the Partnership
  
 Item 5.07 Submission of Matters to a Vote of Security Holders.
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Item 9.01 Financial Statements and Exhibits.
  ExhibitNumber
    
    Description2.1
    
    Agreement and Plan of Merger, dated March 13, 2011, by and among,
K-Sea Transportation Partners L.P., K-Sea General Partner L.P.,
K-Sea General Partner GP LLC, K-Sea IDR Holdings LLC, Kirby
Corporation, KSP Holding Sub, LLC, KSP LP Sub, LLC and KSP Merger
Sub, LLC (incorporated by reference to Exhibit 2.1 to Form 8-K
filed by the Partnership on March 13, 2011)3.1
    
    Fifth Amended and Restated Limited Partnership Agreement of K-Sea
Transportation Partners L.P., dated as of July 1, 20113.2
    
    Certificate of Amendment to Certificate of Limited Partnership of
K-Sea Transportation Partners L.P., dated as of July 1, 2011
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SIGNATURE
  K-SEA TRANSPORTATION PARTNERS L.P.By:
    KSP Holding Sub, LLC,its general partnerDate: July 8, 2011
    By:
    /s/ David W. GrzebinskiDavid W. GrzebinskiManager 5




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Exhibit Index
 (d) Exhibits.
 ExhibitNumber
    
    Description2.1
    
    Agreement and Plan of Merger, dated March 13, 2011, by and among,
K-Sea Transportation Partners L.P., K-Sea General Partner L.P.,
K-Sea General Partner GP LLC, K-Sea IDR Holdings LLC, Kirby
Corporation, KSP Holding Sub, LLC, KSP LP Sub, LLC and KSP Merger
Sub, LLC (incorporated by reference to Exhibit 2.1 to Form 8-K
filed by the Partnership on March 13, 2011)3.1
    
    Fifth Amended and Restated Limited Partnership Agreement of K-Sea
Transportation Partners L.P., dated as of July 1, 20113.2
    
    Certificate of Amendment to Certificate of Limited Partnership of
K-Sea Transportation Partners L.P., dated as of July 1, 2011
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