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): October 20, 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:

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

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

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

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

Item 5.03 Amendments to Articles of Incorporation or Bylaws

     On October 20, 2005, Natural Resource Partners L.P. amended its partnership agreement to clarify the procedure and timing for the conversion of subordinated units to common units. The amendment is attached hereto as Exhibit 4.1.

Item 7.01. Regulation FD Disclosure.

     In accordance with General Instructions B.2. and B.6 of Form 8-K, the following information and the exhibit referenced therein are being furnished under Item 7.01 of Form 8-K and are not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, are not subject to the liabilities of that section and are not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

     Natural Resource Partners announced via press release its quarterly distribution with respect to the third quarter of 2005. The partnership also announced that in connection with the payment of the quarterly distribution on November 14, 2005, 25% of the partnership’s subordinated units, which trade on the New York Stock Exchange under the ticker symbol “NSP”, will convert into common units and trade on the NYSE under the ticker symbol “NRP”. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

4.1	Amendment No. 3 to First Amended and Restated Agreement of Limited Partnership of Natural Resource Partners L.P., dated as of October 20, 2005.
99.1	Natural Resource Partners L.P. press release dated as of October 20, 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: October 20, 2005

Exhibit Index

Exhibit Number	Description
4.1	Amendment No. 3 to First Amended and Restated Agreement of Limited Partnership of Natural Resource Partners L.P., dated as of October 20, 2005.
99.1	Natural Resource Partners L.P. press release dated as of October 20, 2005.

EX-4.1

Exhibit 4.1

AMENDMENT NO. 3
TO
FIRST AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
NATURAL RESOURCE PARTNERS L.P.

     This Amendment No. 3 (this “Amendment No. 3”) to the First Amended and Restated Agreement of Limited Partnership of Natural Resource Partners L.P. (the “Partnership”) is entered into effective as of October 20, 2005, by NRP (GP) LP, a Delaware limited partnership (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

     WHEREAS, the General Partner, the Organizational Limited Partner and the Limited Partners of the Partnership entered into that certain First Amended and Restated Agreement of Limited Partnership of the Partnership dated as of October 17, 2002 (the “Partnership Agreement”);

     WHEREAS, the General Partner entered into Amendment No. 1 to the Partnership Agreement dated as of December 8, 2003 and entered into Amendment No. 2 dated as of August 2, 2005;

     WHEREAS, Section 13.1(d)(i) of the Partnership Agreement provides that the General Partner may amend any provision of the Partnership Agreement without the approval of any Partner or Assignee to reflect a change that, in the discretion of the General Partner, does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect; and

     WHEREAS, acting pursuant to the power and authority granted to the General Partner under Section 13.1(d)(i) of the Partnership Agreement, the General Partner has determined that the following amendment to the Partnership Agreement does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect.

     NOW THEREFORE, the General Partner does hereby amend the Partnership Agreement as follows:

     Section 1. Amendment.

     Section 5.8(c) of the Partnership Agreement is hereby amended and restated to read in its entirety as follows:

     ”(c) In the event that less than all of the Outstanding Subordinated Units shall convert into Common Units pursuant to Section 5.8(a) or 5.8(b) at a time when there shall be more than one holder of Subordinated Units, then the Subordinated Units that are to be converted into Common Units shall be allocated among the holders of Subordinated Units pro rata based on the number of Subordinated Units held by each such holder as of the date on which Available Cash is distributed to Partners as provided in clauses (a) and

Amendment No. 3
to
First Amended and Restated Agreement of Limited Partnership
of Natural Resource Partners L.P.

(b) above, immediately after which such conversion shall occur; provided, however, notwithstanding any other provision of this Agreement, to the extent such conversion of less than all the Outstanding Subordinated Units would result in the issuance of fractional Common Units to any holder of Subordinated Units, then (i) the number of Common Units issuable upon conversion of Subordinated Units held by such holder shall be rounded down to the nearest whole number of Common Units, and the Partnership shall pay to such holder, in lieu of such fractional Common Unit, cash equal to the product of (A) the last reported sales price of a Common Unit on the national securities exchange on which the Common Units are listed for trading on the day before such conversion of less than all the Outstanding Subordinated Units and (B) such fractional Common Unit and (ii) the number of Subordinated Units retained and not converted by such holder shall also be rounded down to the nearest whole number of Subordinated Units, and the Partnership shall pay to such holder, in lieu of such fractional Subordinated Unit, cash equal to the product of (A) the last reported sales price of a Subordinated Unit on the national securities exchange on which the Subordinated Units are listed for trading on the day before such conversion of less than all the Outstanding Subordinated Units and (B) such fractional Subordinated Unit.”

     Section 2. Ratification of Partnership Agreement. Except as expressly modified and amended herein, all of the terms and conditions of the Partnership Agreement, as amended, shall remain in full force and effect.

     Section 3. Governing Law. This Amendment No. 3 will be governed by and construed in accordance with the laws of the State of Delaware.

[The Remainder Of This Page Is Intentionally Blank]

2

Amendment No. 3
to
First Amended and Restated Agreement of Limited Partnership
of Natural Resource Partners L.P.

     IN WITNESS WHEREOF, the General Partner has executed this Amendment No. 3 effective as of the date first set forth above.

GENERAL PARTNER:
NRP (GP) LP
By:	GP Natural Resource Partners LLC, its general partner
By:	/s/ Wyatt Hogan
Name:	Wyatt Hogan
Title:	Vice President and General Counsel

Signature Page

Amendment No. 2
to
First Amended and Restated Agreement of Limited Partnership
of Natural Resource Partners L.P.

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.
Increases Distribution and
Announces Initial Conversion of NSP Units

HOUSTON, October 20, 2005 — Natural Resource Partners L.P. (NYSE: NRP) and (NYSE:NSP) today announced that the Board of Directors of its general partner has declared a third quarter 2005 distribution of $0.7375 per unit for both NRP and NSP, an increase of $0.025 in its quarterly distribution. This equates to an annualized distribution of $2.95 per unit. The distribution will be paid on November 14, 2005 to unitholders of record on November 1, 2005. This makes the ninth consecutive quarter that the partnership has increased its distribution and represents a 16% increase over the third quarter distribution last year.

In conjunction with the payment of the third quarter distribution, the partnership also announced that effective at the close of business on November 14, 2005, as expected, there will be a mandatory and automatic conversion of 25% of the subordinated units traded under the ticker symbol NSP into common units traded under the ticker symbol NRP. Provided all terms of the conversion set forth in the partnership agreement have been met, another 25% of the NSP units will convert into NRP units in mid-November 2006 and the remaining 50% will convert in mid-November 2007. For further information regarding the differences between “NRP” and “NSP” units, please visit our website http://www.nrplp.com/index.cfm/MenuItemID/461.htm.

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.

05-16

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