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[BAKER BOTTS L.L.P. LETTERHEAD]

April 19,
2005

Securities
and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

        Attention:
Filing Desk

Ladies
and Gentlemen:

        On
behalf of TransMontaigne Partners L.P. (the "Registrant"), we transmit herewith for electronic filing via the EDGAR system under the Securities Act of 1933, as amended, a memorandum
of the Registrant responding to the comments received from the staff of the Division of Corporation Finance of the Securities and Exchange Commission, by letter dated April 8, 2005. This
transmission relates to Amendment No. 1 to the Registration Statement on Form S-1 (Reg. No. 333-123219), which was filed under separate cover earlier
today.

        Please
telephone collect Joshua Davidson (713.229.1527), Gerald M. Spedale (713.229.1734) or the undersigned (713.229.1648) of the firm Baker Botts L.L.P., counsel to the Registrant,
with any questions or comments you may have regarding the enclosed.

Very truly yours,

BAKER BOTTS L.L.P.

By:

/s/  M. BREEN HAIRE       M. Breen Haire

Enclosures

cc:Mr. Donald
H. Anderson

TransMontaigne Partners L.P.

MEMORANDUM

TO:

Division of Corporation Finance, Securities and Exchange Commission

FROM:

TransMontaigne Partners L.P.

DATE:

April 19, 2005

RE:

Registration Statement on Form S-1

Response to SEC Staff Comments dated April 8, 2005

        We
are responding to comments received from the staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the "Commission") by letter dated
April 8, 2005 regarding the Registration Statement on Form S-1 (Registration No. 333-123219) (the "Registration Statement") of TransMontaigne Partners
L.P., a Delaware limited partnership. Where applicable, our responses indicate the additions or revisions we included in the revised draft of the Registration Statement. For your convenience, our
responses are prefaced by the exact text of the Staff's corresponding comment in bold text. The references to page numbers in the responses to the Staff's comments correspond to the
pages in Amendment No. 1 to the Registration Statement ("Amendment No. 1") that we are filing today via EDGAR.

        We
respectfully request that the Staff review the Registration Statement and our responses at its earliest convenience. Please advise us as of any further comments as soon as possible.

General

1.To the extent comments on one section apply to similar disclosure elsewhere, please make corresponding revisions to all affected disclosure. This will
minimize the need for us to issue repetitive comments.

        Response:    We hereby acknowledge Comment No. 1. The Registration Statement has been revised
accordingly.

2.Confirm that you considered Securities Act Release No. 33-6900 and Securities Act Industry Guide 5 when preparing this registration
statement. Note that 33-6900 states that the requirements of Guide 5 "should be considered, as appropriate, in the preparation of … limited partnership offerings." Refer
to Sections II.A.3.n9, II.B.2, and II.B.3 of Securities Act Release No. 33-6900 for guidance. We may have additional comments.

        Response:    We hereby confirm that we considered Securities Act Release No. 33-6900
and Securities Act Industry Guide 5 when preparing the Registration Statement.

        With
respect to Section II.A.3.n9 of Securities Act Release No. 33-6900, we believe that we have complied with the requirements of Industry Guide 5, Item
801(e) of Regulation S-K, and Industry Guide 4, Item 801(d) of Regulation S-K.

        With
respect to the information required by Section II.B.2 of Securities Act Release No. 33-6900, we believe the disclosures contained in the Registration
Statement are responsive to the requests to present information regarding:

•compensation
to our general partner (see "Cash distribution policy," "Management," "Certain relationships and related transactions" and "The partnership agreement");

•conflicts
of interest and fiduciary responsibility of our general partner (see "Risk factors—Risks inherent in an investment in us" and "Conflicts of interest
and fiduciary responsibilities");

•management
(see "Management");

•investment
objectives and policies (see "Prospectus summary," "Business" and "Management's discussion and analysis of financial condition and results of operations"); and

•the
partnership agreement and distributions and allocations (see "The partnership agreement," "Cash distribution policy" and "Material tax consequences").

        With
respect to Section II.B.3 of Securities Act Release No. 33-6900, we believe the disclosures contained in the Registration Statement are responsive to the
request to present information regarding the estimated use of proceeds (see "Use of proceeds"). With respect to the request to present information regarding prior performance, our general partner and
its affiliates have not raised funds from passive investors in order to acquire, own or participate in the management of any assets. Therefore, no sponsored programs exist for which prior performance
disclosure is required.

3.Prior to printing and distribution of the preliminary prospectus, please provide us with copies of all artwork and any graphics you wish to include in the
prospectus. Also provide accompanying captions, if any. We may have comments after reviewing these materials. In addition, please provide us with all sales materials for this offering. Pursuant to
Release 33-6900, these materials are subject to our review and comment.

        Response:    We have included in Amendment No. 1 all artwork and graphics to be included in the
prospectus, other than that to be included on the inside front cover page. Please see the cover page and back cover page of the prospectus, and pages 6, 77 and 80. The Registration Statement
will be updated to provide the artwork, graphics and captions to be included on the inside front cover page prior to printing and distribution of the preliminary prospectus.

        Please
see our response to Comment No. 6 regarding sales materials.

4.We note that you omit information required by Regulation S-K. Revise your filing to provide all information other than that specified by
Rule 430A under Regulation C. See pages 7, 12 and 148, for example. Where information may change prior to effectiveness, you may use brackets or another means to indicate
this.

        Response:    The Registration Statement has been revised to provide certain of the omitted information.
In addition, the Registration Statement will be updated to provide all of the remaining omitted information, other than the information entitled to be omitted under Rule 430A, prior to printing
and distribution of the preliminary prospectus.

5.Tell us whether the underwriters will engage in any electronic offer, sale or distribution of the units and describe their procedures to us supplementally. If
you become aware of any additional members of the underwriting syndicate that may engage in electronic offers, sales or distributions after you respond to this comment, promptly supplement your
response to identify those members and provide us with a description of their procedures.

        Briefly describe any electronic distribution in the filing. Consult Releases 33-7233 and 33-7289 for guidance.

        Also, in your discussion of your procedures, tell us how your procedures ensure that the distribution complies with Section 5 of the Securities Act. In
particular, address:

•the communications used;

 • the availability of the preliminary prospectus;

 • the manner of conducting the distribution and sale, such as the use of indications of interest or conditional offers; and

 • the funding of an account and payment of the purchase price.

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        Finally, tell us whether you or the underwriters have any arrangements with a third party to host or access your preliminary prospectus on
the Internet. If so, identify the party and the website, describe the material terms of your agreement and provide us with a copy of any written agreement. Provide us also with copies of all
information concerning your company or prospectus that has appeared on their website. Again, if you subsequently enter into any such arrangements, promptly supplement your
response.

 We may comment further.

        Response:    We have been advised by UBS Securities LLC that, as a courtesy to certain of their
customers to whom a preliminary prospectus will be sent, UBS Securities LLC and UBS Financial Services Inc., a selected dealer affiliated with UBS Securities LLC, may distribute preliminary
prospectuses electronically to certain of their customers, but will not accept indications of interest, offers to purchase or confirm sales electronically except for the indications of interest
accepted by UBS Securities LLC through its DealKey (SM) System (described in the next paragraph). To the extent distributed electronically, the preliminary prospectus will be in Adobe PDF format. No
preliminary prospectus will be sent until a preliminary prospectus meeting the requirements of the Securities Act of 1933 has been prepared and filed with the Commission.

        UBS
Securities LLC intends to make the preliminary prospectus available to certain of its customers through DealKey (SM), a section of UBS Securities LLC's website. UBS Securities
LLC will accept
indications of interest from those certain customers through DealKey (SM) but will not accept offers to purchase or confirm sales through any of its websites in connection with the offering. The
DealKey (SM) section is separate from UBS Securities LLC's publicly available website as access to DealKey (SM) is password-protected. UBS Securities LLC customers may obtain password access to
DealKey (SM) upon request. UBS Securities LLC currently limits access to DealKey (SM) in the United States to institutional customers that are "qualified institutional buyers" under Rule 144A.
DealKey (SM) contains a listing of equity and equity-linked offerings, with each offering hyperlinked to an offering summary page. The offering summary page will contain only Rule 134
information pertaining to the offering and a hyperlink to the preliminary prospectus. The preliminary prospectus will be in Adobe PDF format, and a link will be available on the page to
download the required viewer. We have been informed by UBS Securities LLC that Ms. Kristina Wyatt (formerly Schillinger), Esq. of the Securities and Exchange Commission has reviewed UBS
Securities LLC's electronic offering procedures. UBS Securities LLC continues to employ the same procedures as those reviewed by Ms. Wyatt.

        UBS
Securities LLC has informed us that, in addition to distributing prospectuses electronically through DealKey (SM), it may send prospectuses via email as a courtesy to certain of its
customers to whom it is concurrently sending a prospectus in hard copy.

        Citigroup
has advised us that it may send the preliminary prospectus in Adobe PDF format only to certain potential institutional investors that have received or will receive hard copies
of the preliminary prospectus and who have requested such electronic files. Citigroup does not rely on such electronic files to satisfy its prospectus delivery obligations.

6.Please provide us with all sales materials for this offering. Pursuant to Release 33-6900, these materials are subject to our review and
comment.

        Response:    We hereby acknowledge that sales materials are subject to the Staff's review and comment.
The sales materials for this offering have not yet been prepared but such materials will be provided to the Staff as soon as they are available.

3

7.Where you provide cross-references, consider including page references to facilitate access to the referenced disclosure.

        Response:    The Registration Statement has been revised to include page references.

8.Please promptly file via EDGAR all omitted exhibits so that we may review and comment upon them. Ensure that you file as exhibits all documents Item
601(b) of Regulation S-K requires, such as any material contracts with suppliers or customers upon which you are substantially dependent. If you feel that such contracts do
not need to be filed, provide us with your basis for not filing such contracts.

        Response:    We have filed with Amendment No. 1 all exhibits that are currently available. Please
see Exhibits 5.1, 8.1, 23.4, 23.5, 99.1, 99.2, 99.3 and 99.4. We will file any remaining exhibits promptly as soon as they become available.

        Pursuant
to Item 601(b)(10)(ii)(B) of Regulation S-K, we will file as Exhibit 10.4 to the Registration Statement the form of Terminaling Services
Agreement that we will enter into with TransMontaigne Inc. contemporaneously with the closing of the offering.

Prospectus Cover Page

9.As appropriate, update the status of your application for listing of the common units on the New York Stock Exchange.

        Response:    The Registration Statement has been revised accordingly. See cover page and
pages 12 and 149. On April 1, 2005 the New York Stock Exchange cleared us to file an Original Listing Application. Our preliminary Original Listing Application was filed on
April 11, 2005 and is being reviewed by the New York Stock Exchange. We will further update the disclosure in the Registration Statement regarding the status of the listing application once the
application has been approved subject to official notice of issuance. We will not begin to market the offering until we have received such approval.

10.We suggest that you include each of the applicable risks cited at Section II.A.3.a of Securities Act Release No. 33-6900 in the
bullet list of risk factors. Otherwise, explain to us why you omit any.

        Response:    The Registration Statement has been revised accordingly. We believe that the risk factors
on the cover page of the prospectus, as amended, cover the applicable risks identified in Securities Act Release No. 33-6900.

11.Disclose in footnote 1 the amount of the structuring fees paid. Are these the same as the financial advisory fees cited on page 149?

        Response:    We will pay structuring fees to UBS Securities LLC equal to an aggregate of 0.5% of the
gross proceeds of the offering (including any exercise of the underwriters' option to purchase additional common units). These structuring fees are the same as the "advisory fees" cited on
page 149. The Registration Statement has been revised to disclose on the cover page the percentage of the gross proceeds that will be paid to UBS Securities LLC as structuring fees, and
to change the reference to "advisory fees" on page 149 to "structuring fees."

Prospectus Summary, page 1

12.Provide more than a bullet point reference to highlight potential conflicts of interest and the limited fiduciary duties. See page 3, for
example.

        Response:    We believe the section captioned "Prospectus summary—Summary of
conflicts of interest and fiduciary duties" provides the requested disclosure regarding potential conflicts of interest and limited fiduciary duties. Please see page 7.

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Risk Factors, page 17

13.All risk factors should be brief and concise, generally consisting of only one or two short paragraphs at the most. Identify the risk, include a
cross-reference to more detailed disclosure elsewhere if appropriate, and eliminate all excess detail. Where you discuss multiple risks under one caption, break the discussion into separate factors
and include appropriate captions for each.

        Response:    The Registration Statement has been revised accordingly. Please see
pages 17-36.

14.Revise your Risk Factor subheadings to identify the risk to your business or your investors and to state the potential harm that could result. Refer to the
risk "Our r