Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BOUTIN FREDERICK W
   2. Issuer Name and Ticker or Trading Symbol
TransMontaigne Partners L.P. [TLP] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive VP, CFO, Treasurer
(Last)
(First)
(Middle)
1670 BROADWAY, SUITE 3100		 3. Date of Earliest Transaction (Month/Day/Year)
02/29/2008
(Street)

DENVER, CO 80202		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Units (1) 02/29/2008   A   8,285.42     (2)(3)   (2)(3) Common Unit representing limited partner interest 8,285.42 $ 0 14,831.38 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BOUTIN FREDERICK W
1670 BROADWAY, SUITE 3100
DENVER, CO 80202		       Executive VP, CFO, Treasurer  

Signatures

 FrederickW.Boutin   03/04/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(3) The awards granted under the Plan were ratified by the Board of Directors of TransMontaigne Inc. on February 15, 2008. The awards may be allocated to and deemed invested in the various investment funds available under the Plan, one of which tracks the financial performance of the TLP common units (the "TLP Index Fund"). The awards were allocated among the investment funds available under the Plan, including the TLP Index Fund, after the close of the market on February 29, 2008.
(1) Each phantom unit represents the right to receive one common unit of TLP, or the cash value thereof.
(2) Phantom units will vest 50% on January 1, 2010 and 50% on January 1, 2011, but are subject to earlier vesting upon achieving certain age or service thresholds as defined in the Amended and Restated Savings and Retention Plan (the "Plan") adopted by the Board of Directors of TransMontaigne Inc., effective as of January 1, 2008. Upon vesting, phantom units may be paid out, in the sole discretion of the Plan administrator, in cash or in common units of TLP, or a combination thereof, in an amount equal to the value of the vested portion of a reporting person's account.

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