On August 7, 2009, K-Sea Transportation Partners L.P. (the "Partnership") and certain of its subsidiaries entered into an underwriting agreement with Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein, with respect to the offer and sale in an underwritten public offering (the "Offering") by the Partnership of up to 3,335,000 common units representing limited partner interests in the Partnership (including up to 435,000 common units issuable upon exercise of the underwriters' over-allotment option) for a price to the public of $19.15 per common unit. The common units to be offered and sold in the Offering have been registered under the Securities Act of 1933, as amended, pursuant to the Partnership's Registration Statement on Form S-3 (SEC File No. 333-142433), which was declared effective by the Securities and Exchange Commission on May 8, 2007. The Partnership expects the transaction to close on or about August 12, 2009.

A copy of the underwriting agreement and press release with respect to the Offering have been filed as Exhibits 1.1 and 99.1, respectively, to this report.

(d) Exhibits.

1.1 Underwriting Agreement dated August 7, 2009 by and among K-Sea Transportation Partners L.P., K-Sea General Partner L.P., K-Sea General Partner GP LLC, K-Sea Operating Partnership L.P. and K-Sea OLP GP LLC, on the one hand, and Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith, Incorporated, as representatives of the underwriters, on the other hand.

5.1 Opinion of Baker Botts L.L.P.

8.1                 Opinion of Baker Botts L.L.P. relating to tax matters.



23.1              Consent of Baker Botts L.L.P. (included in Exhibit 5.1
hereto).

23.2 Consent of Baker Botts L.L.P. (included in Exhibit 8.1 hereto).

99.1 Press Release dated August 7, 2009.