EXHIBIT 12.2
 CERTIFICATION
  1.
    
    I have reviewed this Annual Report on Form 20-F of Teekay Offshore Partners L.P. ( the
Registrant);
 2.
    
    Based on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
 3.
    
    Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
 4.
    
    I and the Registrants other certifying officer (which is also myself) are responsible
for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13(a)-15(e) and 15(d)-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13(a)-15(f) and 15(d)-15(f)) for the Registrant and have:
 a)
    
    Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that material
information relating to the Registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which
this report is being prepared;
 b)
    
    Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
 c)
    
    Evaluated the effectiveness of the Registrants disclosure controls and
procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report
based on such evaluation; and
 d)
    
    Disclosed in this report any change in the Registrants internal control over
financial reporting that occurred during the period covered by the Registrants annual
report that has materially affected, or is reasonably likely to materially affect, the
Registrants internal control over financial reporting.
 5.
    
    I and the Registrants other certifying officer (which is also myself) have disclosed,
based on our most recent evaluation of internal control over financial reporting, to the
Registrants auditors and the audit committee of the board of directors of the Registrants
General Partner (or persons performing the equivalent functions):
 a)
    
    All significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to adversely
affect the Registrants ability to record, process, summarize and report financial
information; and
 b)
    
    Any fraud, whether or not material, that involves management or other employees
who have a significant role in the Registrants internal control over financial
reporting.
 Dated:  April 11, 2011
    By:
    /s/ Peter EvensenPeter EvensenChief Financial Officer