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): February 15, 2005

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

Press Release dated February 15, 2005

Item 2.02. Results of Operations and Financial Condition.

          In accordance with General Instruction B.2. of Form 8-K, the following information and the exhibits referenced therein is being furnished pursuant to Item 2.02 of Form 8-K and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

          On February 15, 2005, Natural Resource Partners L.P. (the “Partnership”) announced via press release its earnings and operating results for the fourth quarter and full year 2004. A copy of the Partnership’s press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(c)	Exhibits
99.1	Natural Resource Partners L.P. press release dated as of February 15, 2005.

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: February 15, 2005

INDEX TO EXHIBITS

Exhibit
No.	Description
99.1	Natural Resource Partners L.P. press release dated as of February 15, 2005.

EX-99.1

Exhibit 99.1

Natural Resource Partners L.P. 601 Jefferson St., Suite 3600, Houston, TX 77002
NEWS RELEASE

Natural Resource Partners L.P.
Reports Fourth Quarter and
Full Year 2004 Financial Results

Fourth Quarter Highlights:

•   Net income increases 54% over 4Q03 to $13.3 million or $0.50 per unit

•   Coal royalty revenues increase 48% to $27.1 million

•   Distributable cash flow increases 42% to $21.2 million

•   Distribution per unit increases 18% to $0.6625 per unit

Annual Highlights:

•   Net income for 2004 rises 60% over 2003 to $59.0 million or $2.29 per unit

•   Coal royalty revenues increase 44% to $106.5 million

•   Distributable cash flow increases 36% to $81.5 million

HOUSTON, February 15, 2005 – Natural Resource Partners L.P. (NYSE: NRP) today reported net income for the fourth quarter of 2004 rose 54% to $13.3 million, or $0.50 per unit, compared to $8.6 million for the same period last year. Distributable cash flow for the fourth quarter increased 42% to $21.2 million from $14.9 million last year.

For the year ended December 31, 2004, NRP reported net income increased 60% to $59.0 million compared to $36.9 million last year, while distributable cash flow rose 36% to $81.5 million from $59.8 million in 2003. Net income per unit increased 44% to $2.29 per unit from $1.59 per unit.

Fourth Quarter Financial Results

Total revenues for the fourth quarter of 2004 increased 43% to $31.4 million from $22.0 million for the same period last year. In addition, coal royalty revenues increased 48% to $27.1 million compared to $18.4 million last year, primarily as a result of improved coal prices. Average coal royalty revenues per ton increased 39% to $2.33 from $1.68. Production by our lessees also increased 6% to 11.6 million tons over the 11.0 million tons for the same period last year.

NRP Reports Fourth Quarter and 2004 Results Page 2 of 9

Total expenses increased to $14.7 million, or 38% over the same period last year. Depletion and amortization increased 27% to $8.0 million resulting from increased production and higher depletion on properties acquired. General and administrative expenses increased to $3.8 million for the fourth quarter from $2.4 million for the same period last year due to increased incentive compensation expense related to the increased market value of NRP units at year end 2004 and additional personnel. Taxes other than income increased due to the addition of franchise taxes in another state and property taxes on unleased acreage related to acquisitions in 2004.

Fourth quarter financial results included a previously announced charge of $1.1 million for unamortized financing costs associated with NRP’s previous credit facility. NRP entered into a new five-year, $175 million credit facility in October.

“We have seen a significant increase in our results compared to 2003. The acquisitions we have completed to date, coupled with a very strong sales environment for the coal industry, are paying real dividends for our unitholders. However, our fourth quarter production and revenues were lower than we anticipated due to the simultaneous occurrence of events experienced by several of our lessees late in the fourth quarter. These included a shortage of personnel, geologic problems, moving of longwall panels, transportation delays and greater than usual downtime during the holidays experienced at some mines.” said Nick Carter, President and Chief Operating Officer. “Our lessees are working diligently to resolve these issues.”

Full Year Financial Results

NRP’s total revenues increased 42% to $121.4 million in 2004 from $85.5 million for the same period last year. Coal royalty revenues for 2004 rose 44% to $106.5 million compared to $73.8 million for 2003. This significant increase results from both a 33% increase in average per ton royalty revenue to $2.20 and a 9% increase in production to 48.4 million tons. The increase in production is due to a 17% increase in Appalachia as a result of acquisitions offset by a 41% decrease in the Northern Powder River Basin due to our lessee’s mining on the federal government’s adjacent property as a result of our checkerboard ownership in the region. Overriding royalty income nearly tripled to $3.2 million due to overrides associated with recent acquisitions. Other revenue rose 30% to $4.6 million primarily due to additional wheelage on acquisitions and increases in oil and gas income resulting from price increases.

Total expenses for 2004 increased 24% to $51.3 million over 2003. Depletion and amortization increased 22% as a result of increased production and higher depletion rates on new acquisitions. General and administrative expenses increased $2.6 million over last year due primarily to a $1.3 million increase in the incentive compensation accrual as a result of a 31% increase in the unit price in the last year and $1.3 million increase in salaries and benefits primarily associated with additional personnel. Taxes other than income increased $1.0 million due to increased property taxes and franchise tax in a new state as a result of acquisitions. Coal royalty and override payments increased $0.7 million due to increased prices on existing overrides and additional override commitments assumed through acquisitions in the last year.

Interest expense increased $3.5 million to $10.3 million due to our senior debt being outstanding for a full year in 2004 versus a partial year in 2003. The full year results also included a $1.1

NRP Reports Fourth Quarter and 2004 Results Page 3 of 9

million charge associated with unamortized financing costs discussed above under the fourth quarter.

Distributions

On January 21, 2005, NRP announced an increase in its quarterly distribution to $0.6625 per unit, or $2.65 per unit on an annualized basis. This represents an 18% increase in Natural Resource Partners’ distributions compared to the fourth quarter of 2003.

2005 Outlook

NRP is not modifying the guidance for 2005 issued in a press release on January 21, 2005. It currently anticipates generating between $91 million and $101 million in distributable cash flow and net income between $68 million and $78 million.

Disclosure of Non-GAAP Financial Measures

Distributable cash flow represents cash flow from operations less actual principal payments and cash reserves set aside for scheduled principal payments on the senior notes. Distributable cash flow is a “non-GAAP financial measure” that is presented because management believes it is a useful adjunct to net cash provided by operating activities under GAAP. Distributable cash flow is a significant liquidity metric that is an indicator of NRP’s ability to generate cash flows at a level that can sustain or support an increase in quarterly cash distributions paid to its partners. Distributable cash flow is also the quantitative standard used throughout the investment community with respect to publicly traded partnerships. Distributable cash flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities. A reconciliation of distributable cash flow to net cash provided by operating activities is included in the tables attached to this release. Distributable cash flow may not be calculated the same for NRP as other companies.

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 include the 2005 guidance. 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

NRP Reports Fourth Quarter and 2004 Results Page 4 of 9

in the legislative or regulatory environment and other factors detailed in Natural Resource Partners’ Securities and Exchange Commission filings. Natural Resource Partners L.P. has no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

05-03

- financials follow-

NRP Reports Fourth Quarter and 2004 Results Page 5 of 9

NATURAL RESOURCE PARTNERS L.P.

OPERATING STATISTICS
(In thousands except per ton data)
(Unaudited)

	Three months ended				Year ended
	December 31,				December 31,
	2004		2003		2004		2003
Coal royalty revenues:
Appalachia	$	24,931	$	16,009	$	98,541	$	63,855
Illinois Basin		1,240		793		3,852		3,566
Northern Powder River Basin		943		1,575		4,063		6,349
Total	$	27,114	$	18,377	$	106,456	$	73,770
Coal Royalty Production (tons):
Appalachia		9,861		8,957		42,089		35,998
Illinois Basin		898		666		3,138		3,034
Northern Powder River Basin		881		1,336		3,130		5,312
Total		11,640		10,959		48,357		44,344
Average royalty revenue per ton:
Appalachia	$	2.53	$	1.79	$	2.34	$	1.77
Illinois Basin		1.38		1.19		1.23		1.18
Northern Powder River Basin		1.07		1.18		1.30		1.20
Total	$	2.33	$	1.68	$	2.20	$	1.66

NRP Reports Fourth Quarter and 2004 Results Page 6 of 9

NATURAL RESOURCE PARTNERS L.P.

CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per unit data)

	Three months ended						Year ended
	December 31,						December 31,
	2004			2003			2004			2003
	(Unaudited)			(Unaudited)			(Unaudited)
Revenues:
Coal royalties	$	27,114		$	18,377		$	106,456		$	73,770
Property taxes		1,388			1,550			5,349			5,069
Minimums recognized as revenue		483			427			1,763			2,033
Override royalties		832			209			3,222			1,022
Other		1,535			1,455			4,642			3,572
Total revenues		31,352			22,018			121,432			85,466
Operating costs and expenses:
Depletion and amortization		8,039			6,344			30,957			25,365
General and administrative		3,847			2,419			11,503			8,923
Taxes other than income		2,002			1,553			6,835			5,810
Coal royalty payments		809			337			2,045			1,299
Total operating costs and expenses		14,697			10,653			51,340			41,397
Income from operations		16,655			11,365			70,092			44,069
Other income (expense)
Interest expense		(2,355	)		(2,718	)		(10,312	)		(6,814	)
Interest income		159			47			349			206
Loss from early extinguishment of debt		(1,135	)		—			(1,135	)		—
Loss on sale of oil and gas properties		—			(55	)		—			(55	)
Loss from interest rate hedge		—			—			—			(499	)
Net income	$	13,324		$	8,639		$	58,994		$	36,907
Net income attributable to:
General partner(1)	$	458		$	173		$	1,705		$	738
Other holders of incentive distribution rights(1)	$	103		$	—		$	281		$	—
Limited partners	$	12,763		$	8,466		$	57,008		$	36,169
Basic and diluted net income per limited partner unit:
Common	$	.50		$	.37		$	2.29		$	1.59
Subordinated	$	.50		$	.37		$	2.29		$	1.59
Weighted average number of units outstanding:
Common		13,987			11,354			13,447			11,354
Subordinated		11,354			11,354			11,354			11,354

⁽¹⁾   Other holders of the incentive distribution rights (IDRs) include the WPP Group (25%) and NRP Investment LP (10%). The net income allocated to the general partner includes the general partner’s portion of the IDRs (65%).

NRP Reports Fourth Quarter and 2004 Results Page 7 of 9

NATURAL RESOURCE PARTNERS L.P.

STATEMENTS OF CASH FLOWS
(In thousands)

	Three months ended						Year ended
	December 31,						December 31,
	2004			2003			2004			2003
	(Unaudited)			(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net income	$	13,324		$	8,639		$	58,994		$	36,907
Adjustments to reconcile net income to net cash provided by operating activities:
Depletion and amortization		8,039			6,344			30,957			25,365
Non-cash interest charge		11			12			52			26
Loss on early extinguishment of debt		1,135			—			1,135			—
Loss on sale of oil and gas properties		—			55			—			55
Change in operating assets and liabilities:
Accounts receivable		(611	)		(842	)		(4,093	)		(1,947	)
Other assets		(847	)		1,257			236			(811	)
Accounts payable and accrued liabilities		253			323			(47	)		(674	)
Accrued interest		(2,181	)		(1,369	)		(415	)		481
Deferred revenue		2,703			2,043			793			1,802
Accrued incentive plan expenses		1,229			330			2,574			2,256
Property and franchise taxes payable		510			488			661			1,068
Net cash provided by operating activities		23,565			17,280			90,847			64,528
Cash flows from investing activities:
Acquisition of coal and other mineral rights		—			(18,832	)		(77,733	)		(142,541	)
Proceeds from sale of oil and gas properties		—			30			—			30
Net cash used in investing activities		—			(18,802	)		(77,733	)		(142,511	)
Cash flows from financing activities:
Proceeds from loans		—			19,000			75,500			317,100
Deferred financing costs		(969	)		(2,541	)		(969	)		(2,541	)
Repayment of loans		—			—			(111,850	)		(172,600	)
Distributions to partners		(16,779	)		(12,454	)		(60,393	)		(46,478	)
Contributions by general partner		—			—			2,147			—
Proceeds from sale of 5,250,000 common units, net of transaction costs		—			—			200,355			—
Redemption of 2,616,752 common units, net		—			—			(100,121	)		—
Settlement of hedge included in accumulated other comprehensive loss		—			—			—			(931	)
Net cash provided by (used in) financing activities		(17,748	)		4,005			4,669			94,550
Net increase in cash		5,817			2,483			17,783			16,567
Cash at beginning of period		36,286			21,837			24,320			7,753
Cash at end of period	$	42,103		$	24,320		$	42,103		$	24,320
SUPPLEMENTAL INFORMATION:
Cash paid during the period for interest	$	4,452		$	4,025		$	10,603		$	5,778

NRP Reports Fourth Quarter and 2004 Results Page 8 of 9

NATURAL RESOURCE PARTNERS L.P.

CONSOLIDATED BALANCE SHEETS
(In thousands)

	December 31,			December 31,
	2004			2003
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	42,103		$	24,320
Accounts receivable		15,058			9,553
Accounts receivable – affiliate		25			1,437
Other		786			1,086
Total current assets		57,972			36,396
Land		13,721			13,532
Coal and other mineral rights, net		523,844			475,393
Loan financing costs, net		1,837			2,884
Other assets, net		2,552			3,471
Total assets	$	599,926		$	531,676
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Accounts payable	$	576		$	423
Accounts payable – affiliate		105			305
Current portion of long-term debt		9,350			9,350
Accrued incentive plan expenses – current portion		1,559			1,186
Property and franchise taxes payable		3,460			2,799
Accrued interest		266			681
Total current liabilities		15,316			14,744
Deferred revenue		15,847			15,054
Accrued incentive plan expenses		3,271			1,070
Long-term debt		156,300			192,650
Partners’ capital:
Common units (outstanding: 13,986,906 in 2004, 11,353,658 in 2003)		243,814			143,956
Subordinated units (outstanding: 11,353,658)		157,324			158,633
General partners’ interest		8,802			6,474
Holders of incentive distribution rights		105			—
Accumulated other comprehensive loss		(853	)		(905	)
Total partners’ capital		409,192			308,158
Total liabilities and partners’ capital	$	599,926		$	531,676

NRP Reports Fourth Quarter and 2004 Results Page 9 of 9

NATURAL RESOURCE PARTNERS L.P.

RECONCILIATION OF GAAP FINANCIAL MEASURES
TO NON-GAAP FINANCIAL MEASURES
(in thousands)

	Three months ended						Year ended
	December 31,						December 31,
	2004			2003			2004			2003
				(Unaudited)
Reconciliation of GAAP “Net cash provided by operating activities” to Non-GAAP “Distributable cash flow”
Cash flow from operations	$	23,565		$	17,280		$	90,847		$	64,528
Less scheduled principal payments		—			—			(9,350	)		—
Less reserves for future principal payments		(2,350	)		(2,350	)		(9,400	)		(4,700	)
Add reserves used for scheduled principal payments		—			—			9,400			—
Distributable cash flow	$	21,215		$	14,930		$	81,497		$	59,828

-end-