8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

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 8, 2004

____________________

NATURAL RESOURCE PARTNERS L.P.

(Exact name of registrant as specified in its charter)

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

601 Jefferson, Suite 3600
Houston, Texas
(Address of principal executive offices) 77002
(Zip code)

Registrant’s telephone number, including area code: (713) 751-7507

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement.
	ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURES
2nd Amend. to Long-Term Incentive Plan

Item 1.01. Entry into a Material Definitive Agreement.

     On December 8, 2004, the Compensation, Nominating and Governance Committee of GP Natural Resource Partners LLC, the general partner of the general partner of Natural Resource Partners L.P., amended the Natural Resource Partners Long-Term Incentive Plan (the “LTIP”) to change the way in which the cash awards payable upon the vesting of phantom units under the LTIP are calculated. The amendment is attached to this Form 8-K as Exhibit 10.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

     (c) Exhibits

     10.1 Second Amendment to the Natural Resource Partners Long-Term Incentive Plan (as Amended and Restated).

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/ Wyatt L. Hogan

Wyatt L. Hogan
Vice President and General Counsel

     Dated: December 13, 2004

EXHIBIT INDEX

Exhibit No.	Description
10.1	Second Amendment to the Natural Resource Partners Long-Term Incentive Plan (as Amended and Restated).

EX-10.1

Exhibit 10.1

Second Amendment
to the
Natural Resource Partners
Long-Term Incentive Plan
(as Amended and Restated)

     WHEREAS, GP Natural Resource Partners LLC (the “Company”) maintains the Natural Resource Partners Long-Term Incentive Plan (the “Plan”) for the purpose of granting Awards thereunder to eligible employees of the Company and its Affiliates who perform services for Natural Resource Partners L.P.; and

     WHEREAS, pursuant to Section 6(a) of the Plan, the Committee may amend the terms of the Plan; and

     WHEREAS, the Committee desires to amend the Plan to provide that payments made to Employees upon the vesting of Phantom Units be based on the average of the last reported sales price of the Units on the New York Stock Exchange over the prior 20 Trading Days (as defined below);

     NOW, THEREFORE, Section 2 of the Plan is amended by deleting the current definition of Fair Market Value and replacing it with the following definition, which shall read as follows:

     “Fair Market Value” means the average of the last reported sales prices for the 20 consecutive Trading Days before the date in question. The last reported sales price for each day shall be the last reported sale price regular way on the New York Stock Exchange or any other national securities exchange on which the Units are listed. In the event there is no sale of Units on the New York Stock Exchange or any other national securities exchange on which the Units are listed for the 20 consecutive Trading Days preceding such date, the determination of fair market value shall be made in good faith by the Committee. As used herein, the term “Trading Days” with respect to Units means if the Units are listed or admitted for trading on the New York Stock Exchange or any national securities exchange, days on which the New York Stock Exchange or such national securities exchange is open for business.”

     All terms used herein that are defined in the Plan shall have the same meanings given to such terms in the Plan, except as otherwise expressly provided herein.

     Except as amended and modified hereby, the Plan shall continue in full force and effect and the Plan and this instrument shall be read, taken and construed as one and the same instrument.

     Executed this 8^th day of December, 2004.

GP Natural Resource Partners LLC

By: /s/ Wyatt L. Hogan

Name: Wyatt L. Hogan

Title: Vice President and General Counsel