8-K/A

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                   FORM 8-K/A


                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 5, 2002

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                         NATURAL RESOURCE PARTNERS L.P.
             (Exact name of registrant as specified in its charter)

                                                                
                 DELAWARE                           001-31465               35-2164875
       (State or other jurisdiction             (Commission File         (I.R.S. Employer
    of incorporation or organization)                Number)           Identification No.)

        601 JEFFERSON, SUITE 3600
              HOUSTON, TEXAS                                                  77002
 (Address of principal executive offices)                                   (Zip code)




       Registrant's telephone number, including area code: (713) 751-7507
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.


         This Form 8-K/A amends the Form 8-K filed on December 5, 2002. On
December 5, 2002, CSTL LLC, an affiliate of the Company, completed its
acquisition of 120 million tons of coal reserves from Coastal Coal Company, a
subsidiary of El Paso Corporation. Over half of the total tonnage contained in
the reserves is located in Kentucky, and the remaining reserves are located in
Virginia and West Virginia. The Company also acquired 177,000 mineral acres that
are expected to generate minor timber, lease and oil and gas income. Prior to
the acquisition, Coastal Coal operated mines on the property and leased a
portion of the reserves to third parties. The Company will lease all of the
reserves to third parties and to Coastal Coal and will not conduct mining
operations on the reserves.

         The Company paid $57 million in cash for the reserves as a result of
arm's-length negotiations with El Paso. In addition, El Paso retained an
overriding royalty interest in a portion of the tonnage and acreage acquired.
The funds used to complete the acquisition were borrowed under the Company's
revolving credit facility with PNC Bank, National Association; Branch Banking
and Trust Company; Bank of Montreal; BNP Paribas and The Huntington National
Bank. None of the Company, its affiliates, its directors or officers or their
associates has a material relationship with El Paso or Coastal Coal.

         The Company has filed the press release announcing the completion of
the acquisition as Exhibit 99.1 to this Form 8-K/A.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.       Description

99.1              Press release issued December 5, 2002






                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                        NATURAL RESOURCE PARTNERS L.P.
                                        (Registrant)

                                        By:  NRP (GP) LP
                                             its General Partner

                                        By:  GP Natural Resource Partners LLC
                                             its General Partner

                                             /s/ Charles H. Kerr
                                             ---------------------------------
                                             Charles H. Kerr
                                             Secretary

         Dated: January 9, 2003






                                  EXHIBIT INDEX



EXHIBIT
NUMBER            DESCRIPTION
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99.1              Press release issued December 5, 2002

EX-99.1

                                                                    EXHIBIT 99.1

NATURAL RESOURCE PARTNERS ANNOUNCES COMPLETION OF ACQUISITION OF COASTAL COAL
ASSETS FROM EL PASO CORPORATION



         HOUSTON, Dec. 5 /PRNewswire-FirstCall/ -- Natural Resource Partners
         L.P. (NYSE: NRP) announced today it has completed its previously
         announced acquisition of certain Coastal Coal land assets from El Paso
         Corporation (NYSE: EP) for $57 million dollars. The purchase and sale
         agreement has been amended to delete certain conditions precedent and
         post-closing covenants as well as granting El Paso an overriding
         royalty interest in certain assets while reducing the purchase price.
         The transaction also includes the leaseback of certain reserves to
         Coastal Coal Company, LLC and Coastal Coal-West Virginia, LLC.

         Natural Resource Partners estimates the transaction will generate
         between $8.0 million and $8.6 million in earnings before interest,
         taxes and depreciation, depletion and amortization (EBITDA) in the
         first year. The partnership expects to initially finance the
         transaction through its currently undrawn $100 million credit facility.
         The transaction will be accretive to both cash flow and earnings on a
         per unit basis.

         Natural Resource Partners L.P. is headquartered in Houston, TX, with
         its operations headquarters in Huntington, WV. NRP is a master limited
         partnership that is principally engaged in the business of owning and
         managing coal properties in the three major coal producing regions of
         the United States: Appalachia, the Illinois Basin and the Powder River
         Basin.

         For additional information, please contact Kathy Hager at 713-751-7555
         or khager@nrplp.com. Further information about NRP is available on the
         partnership's website at http://www.nrplp.com.

         This press release may include "forward-looking statements" as defined
         by the Securities and Exchange Commission. Such statements are those
         concerning the EBITDA to be generated by the transaction in the first
         year. All statements, other than statements of historical facts,
         included in this press release that address activities, events or
         developments that the partnership expects, believes or anticipates will
         or may occur in the future are forward-looking statements. These
         statements are based on certain assumptions made by the partnership
         based on its experience and perception of historical trends, current
         conditions, expected future developments and other factors it believes
         are appropriate in the circumstances. Such statements are subject to a
         number of assumptions, risks and uncertainties, many of which are
         beyond the control of the partnership. These risks include, but are not
         limited to, decreases in demand for coal; changes in operating
         conditions and costs; production cuts by our lessees; commodity prices;
         unanticipated geologic problems; changes in the legislative or
         regulatory environment and other factors detailed in Natural Resource
         Partners' Securities and Exchange Commission filings.