SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* FIRST RESERVE GP IX INC (Last) (First) (Middle) ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NATURAL RESOURCE PARTNERS LP [ NRP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) See FN 1
	3. Date of Earliest Transaction (Month/Day/Year) 12/09/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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
Common Units	12/09/2005		S		149,230	D	$54.51	0	I(1)	See FN(1)(2)

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 Securities Underlying Derivative Security (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: 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
Subordinated Units	(3)	12/09/2005		S			447,690	(3)	(3)	Common Units(3)	(3)	$51.5	0	I(1)	See FN(1)(2)

1. Name and Address of Reporting Person* FIRST RESERVE GP IX INC (Last) (First) (Middle) ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See FN 1

1. Name and Address of Reporting Person* FIRST RESERVE FUND IX L P (Last) (First) (Middle) ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See FN 1

1. Name and Address of Reporting Person* FIRST RESERVE GP IX L P (Last) (First) (Middle) ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See FN 1

1. Name and Address of Reporting Person* FRC NRP A V HOLDINGS L P (Last) (First) (Middle) ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See FN 1

1. Name and Address of Reporting Person* FRC NRP INC (Last) (First) (Middle) ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See FN 1

1. Name and Address of Reporting Person* FRC WPP GP LLC (Last) (First) (Middle) ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See FN 1

1. Name and Address of Reporting Person* FRC WPP NRP INVESTMENT L P (Last) (First) (Middle) ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See FN 1

Explanation of Responses:

1. The Common Units and Subordinated Units sold as reported on this Form 4 were directly owned by FRC-WPP NRP Investment L.P. (the "Unit Holder"). FRC-WPP GP LLC (the "Investment GP) is the general partner of the Unit Holder. FRC-NRP A.V. Holdings, L.P. ("AV") holds a majority of the limited partnership interests and member interests of the Unit Holder and the Investment GP, respectively. FRC-NRP, Inc. ("Blocker") and First Reserve GP IX, L.P. ("GP IX") are the general partners of AV, and First Reserve Fund IX, L.P. ("Fund IX") is the sole stockholder of Blocker. GP IX is the general partner of Fund IX, and First Reserve GP IX, Inc. ("First Reserve") is the general partner of GP IX. Each of the Unit Holder, the Investment GP, AV, Blocker, Fund IX and GP IX are controlled by First Reserve. First Reserve, GP IX, Fund IX, AV and Blocker are collectively referred to as the "FRC Entities." The Unit Holder and the Investment GP are collectively referred to as the "NRP Entities.

2. The Reporting Persons are filing this Form 4 to satisfy potential filing obligations in the event any such Reporting Person is deemed to be a director of the issuer by deputization.

3. The Subordinated Units convert into Common Units in the manner described in the First Amended and Restated Agreement of Limited Partnership of Natural Resource Partners L.P. (the "Issuer") dated October 17, 2002, filed as Exhibit 3.2 to the report on Form 10-K filed with the SEC by the Issuer on March 31, 2003 (File No.001-31465), as amended by Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Natural Resource Partners L.P., dated December 8, 2003, filed as Exhibit 4.2 to the Registration Statement on Form S-3 filed with the SEC by the Issuer on December 23, 2003 (File No. 333-111532).

Remarks:

First Reserve GP IX, Inc. ("GP Inc."), by Thomas R. Denison, Managing Director is signing for itself as the designated filer, and for the remaining FRC Entities described in Footnote 1. FRC-WPP GP LLC ("Investment GP"), by Thomas R. Denison, Manager, is signing for itself, and for the NRP Entities described in Footnote 1.

	/s/ Thomas R. Denison	12/13/2005
	Thomas R. Denison	12/13/2005
	Thomas R. Denison	12/13/2005
	Thomas R. Denison	12/13/2005
	Thomas R. Denison	12/13/2005
	Thomas R. Denison	12/13/2005
	Thomas R. Denison	12/13/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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