SecProbe.io

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                          [Perkins Coie LLP Letterhead]

                                                          April 1, 2005

Sara W. Dunton, Branch Chief
Hanna T. Teshome, Attorney-Advisor
United States Securities and
    Exchange Commission
Division of Corporation Finance
Washington, DC  20549

          RE:  TEEKAY LNG PARTNERS L.P.
               FORM F-1 FILED NOVEMBER 23, 2004
               FILE NO. 333-120727

Ladies and Gentlemen:

     On behalf of Teekay LNG Partners L.P., we enclose Amendment No. 2 to its
Registration Statement on Form F-1. The Amendment, together with this letter,
responds to the comments made by the staff in your letter of February 15, 2005.
For your convenience, the responses have been keyed to the comments. Page
numbers in the responses refer to Amendment No. 2, unless otherwise noted.

NOTE 3. SIGNIFICANT FORECAST ASSUMPTIONS
INTEREST EXPENSE, PAGE 66

     1.   Please disclose the amount of debt and related capitalized interest
associated with new construction that has been excluded, along with the
associated interest rate.

     RESPONSE TO COMMENT NO. 1:

     The Partnership has revised the disclosure on page 66 under "Interest
     Expense" beginning on page 65 to include the information requested.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, PAGE 146

     2.   Revise your disclosure to describe in greater detail the "incentive
fee" that may be payable by you to your general partner, Teekay Shipping
Corporation, pursuant to the omnibus agreement. Quantify the incentive fee and
discuss the extent to which the amounts payable are discretionary. Furthermore,
to the extent that this incentive fee reduces your cash available for
distribution, please revise the "Risk Factors" and "Cash Available for
Distribution" sections.

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April 1, 2005
Page 2

     RESPONSE TO COMMENT NO. 2:

     As stated in the prospectus, any incentive fees will be made by the
     Partnership to Teekay Shipping Corporation only in the sole discretion of
     the independent conflicts committee of the general partner's board of
     directors. Included in the discretion of the conflicts committee will be
     the timing and amount of any fees and any criteria for their payment.
     Because the conflicts committee has not made any determination to pay any
     incentive fees, and has not determined specific factors relating to payment
     of the fees, the Partnership does not have a reasonable estimate to
     quantify them.

     The Partnership has revised its:

     o    Risk Factor section on page 35 under "Fees and cost reimbursements...
          will reduce our cash available for distribution to you" and the Cash
          Available for Distribution section on page 65 under "General and
          Administrative Expenses" to clarify that any incentive fees would
          reduce cash available for distribution, and

     o    Certain Relationships and Related Party Transactions section on page
          148 under "Omnibus Agreement -- Noncompetition" to clarify that the
          timing and amount of any incentive fees and the criteria, if any, for
          their payment will be determined in the sole discretion of the
          conflicts committee, and that it has not yet made any such
          determination.

CONFLICTS OF INTEREST AND FIDUCIARY DUTIES, PAGE 155

     3.   We note your response to comment 47 and 23 that the provisions of the
Marshall Islands Act resemble provisions of the limited partnership laws of a
number of states in the United States. Please provide a detailed comparison of
the material differences from Marshall Islands law to the United States law for
your unitholders. Otherwise, please provide representation that there are no
material differences between Marshall Islands law and United States law.

     RESPONSE TO COMMENT NO. 3:

     The Partnership has revised the disclosure on page 155 to include a
     statement that the Partnership is not aware of any material difference in
     unitholder protection between the Marshall Islands limited partnership act
     and the Delaware Uniform Limited Partnership Act. During the week of March
     28, 2005, the Marshall Islands legislature approved a significant revision
     to the Marshall Islands limited

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April 1, 2005
Page 3

     partnership act to conform it to the Delaware act. The Partnership has made
     further revisions to the disclosure to reflect these changes.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF TEEKAY LNG
PARTNERS L.P.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION, PAGE F-8

     4.   Refer to prior comment number 64. We note that you could not estimate
for pro forma purposes expenses associated with the services agreement and fees
and costs of the general partner. However, expenses for such were reflected in
the forecast. Please reconcile the respective treatments for pro forma and
forecast purposes.

     RESPONSE TO COMMENT NO. 4:

     The expenses associated with the services agreements and fees and cost
     reimbursements of the general partner are reflected in the forecast because
     the Partnership has made an estimate of what those reimbursements might be
     for the purposes of the forecast. However, the Partnership does not believe
     that the amounts are sufficiently certain to include in its pro forma
     financial statements.

     To meet the higher standard for inclusion of amounts in pro forma results,
     applicable accounting guidance requires (a) the amounts to be specific or
     fixed or (b) a reasonable basis for determining the amounts. Although the
     Partnership believes its forecasted amounts are a reasonable estimate, it
     does not believe there is a sufficient level of certainty or historical or
     factual basis to make pro forma disclosure appropriate under applicable
     standards.

NOTE 3. PRO FORMA ADJUSTMENTS AND ASSUMPTIONS, PAGE F-9

     5.   For each period presented, please clearly disclose how basic and
diluted earnings per unit for each type of unit and in total were calculated and
the basis for the number of units used in the calculation. Your disclosure
should include the rights to earnings of each type of unit in determining the
amount of earnings allocated to each type of unit.

     RESPONSE TO COMMENT NO. 5:

     The Partnership has added Note 5 on page F-10 in response to the comment.

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April 1, 2005
Page 4

     6.   Also, please cross reference the calculation of pro forma earnings per
unit disclosed in "Summary" and "Selected" data to the calculation here.

     RESPONSE TO COMMENT NO. 6:

     The Partnership has added footnote 7 to the applicable pro forma net loss
     per unit items in the "Summary" and "Selected" tables on pages 16 and 73 to
     cross reference the calculation.

CONSOLIDATED AUDITED FINANCIAL STATEMENTS OF TEEKAY SHIPPING SPAIN
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION, PAGE F-18

     7.   Refer to prior comment number 71. We note that you do not use self
insurance as a form of insurance. It appears from your disclosure at the top of
page 133 that you have self insurance that is guaranteed by a related company.
Please clarify your response in regard to this disclosure, and tell us the
related company that provides the guarantee.

     RESPONSE TO COMMENT NO. 7:

     The disclosure on page 133 of Amendment No. 1 was intended to state that
     the Partnership complies with the Coast Guard COFR standards through one of
     the acceptable means. The Partnership, however, does not currently use
     self-insurance. Instead, Teekay Spain pays premiums to a company called
     Shoreline of Bermuda, which provides a guaranty for each of the
     Partnership's vessels trading in the United States. Shoreline of Bermuda is
     not affiliated with the Partnership. The Partnership has revised the
     disclosure on pages 132 and 133 to clarify its current use of third-party
     guaranties, and the possibility of using additional third-party guaranties
     or self-insurance in the future.

     8.   Additionally, explain to us how you account for the gross amount of
claims covered by such guarantee. If claims are recorded net of the amount
guaranteed, please explain why this presentation is appropriate.

     RESPONSE TO COMMENT NO. 8:

     Please see the response to Comment 7 regarding self insurance guaranties.
     The Partnership also notes that it has not had a claim under any of the
     third-party guaranties.

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April 1, 2005
Page 5

NOTE 8. RELATED PARTY TRANSACTIONS, PAGE F-24

     9.   Refer to prior comment number 78. Please explain whether or not the
operations of NFT Gas prior to its acquisition by Teekay Spain were included in
the financial statements of Teekay Spain, and why such reporting was
appropriate. Tell us the amount of revenues, expenses and net income of NFT Gas
for 2002.

     RESPONSE TO COMMENT NO. 9:

     NFT Gas was a single-purpose entity that began operations in September 2002
     with the delivery of an LNG carrier; prior to that time, its only asset was
     a contract to build the LNG carrier. Prior to September 2002, the sole
     shareholder of NFT Gas, who was also the controlling shareholder of Teekay
     Spain, agreed to transfer ownership of NFT Gas to Teekay Spain. The
     purchase price was based upon the value of NFT Gas in September 2002, when
     the LNG carrier began to operate. The sole shareholder and Teekay Spain
     agreed that the cash flow generated by NFT Gas subsequent to September 2002
     would accrue to the benefit of Teekay Spain regardless of when the transfer
     of ownership of NFT Gas would eventually be documented. Consequently,
     Teekay Spain determined that the effective date of the acquisition was in
     September 2002. Accordingly, although NFT Gas's acquisition by Teekay Spain
     was closed in December 2002, the results of NFT Gas have been included in
     Teekay Spain's financial statements since September 2002.

     In 2002, NFT Gas had $5.7 million of revenues, $5.9 million of expenses
     (including vessel operating expenses, interest and depreciation) and $0.2
     million of net loss.

EXHIBITS

     10.  Please note we will not be in a position to accelerate the
effectiveness of this registration statement until the outstanding comments on
your filing are resolved, including comments on any exhibits to be provided by
amendment, such as the opinions. The staff will need ample time to review these
exhibits once on file.

     RESPONSE TO COMMENT NO. 10:

     We appreciate your comment. The Partnership has filed all of the exhibits
     available at the time of filing Amendment No. 2 and intends to file the
     other exhibits when they become available in order to give the staff ample
     time to review the exhibits prior to requesting acceleration.

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April 1, 2005
Page 6

                                    * * * * *

     We greatly appreciate your prompt response to this letter. If you have any
further comments or questions regarding this letter, please contact Chris Hall
at (503) 727-2048 or the undersigned at (503) 727-2008.

                                     Very truly yours,

                                     /s/ David S. Matheson
                                     -------------------------------------------
                                     David S. Matheson

Enclosures

cc (w/o enc.): Peter Evensen (Teekay LNG Partners L.P.)
               Stephen Woo (Citigroup Global Markets Inc.)
               Leo Chang (Watson, Farley & Williams)
               Alan Baden (Vinson & Elkins L.L.P.)
               Joshua Davidson (Baker Botts L.L.P.)
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