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): August 14, 2006

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
 

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))

Item 2.01 Completion of Acquisition or Disposition of Assets.

     On August 14, 2006, Natural Resource Partners L.P. closed the final of three separate transactions to acquire coal reserves in the Illinois Basin. The third transaction for $35 million was funded with borrowings under NRP’s credit facility. The reserves were purchased from Williamson Development Company, LLC, formerly known as Steelhead Development Company, LLC, and are leased to Williamson Energy LLC.

     The press release announcing the closing of the acquisition is included as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements And Exhibits.

     (c) Exhibits

     99.1       Press Release dated August 15, 2006.

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: August 15, 2006

Index to Exhibits

99.1       Press Release dated August 15, 2006.

EX-99.1

Exhibit 99.1

Natural Resource Partners L.P.
Closes Final Phase of
Illinois Basin Acquisition

HOUSTON, August 15, 2006 — Natural Resource Partners L.P. (NYSE:NRP) and (NYSE:NSP) today announced that it has closed the final of three separate transactions to acquire coal reserves in the Illinois Basin. The final transaction for $35 million was funded through the partnership’s credit facility. The reserves were purchased from Williamson Development Company, LLC, formerly known as Steelhead Development Company, LLC, and are leased to Williamson Energy LLC. Both Williamson Development and Williamson Energy are affiliates of Cline Resource and Development Company.

Through the three separate transactions NRP has acquired interests in a total of 144 million tons, approximately 60% of which are owned in fee. The first production is anticipated to occur later this year during longwall development and NRP expects the acquisition to be accretive on a calendar year basis beginning in 2007 when longwall production commences.

“We entered into these transactions with the Cline Group over a year ago, before the mine was even permitted, and they have lived up to their reputation as excellent developers of high productivity coal mines,” said Nick Carter, President and Chief Operating Officer. “We look forward to a long relationship with Williamson Energy as it brings this mine to its full potential sometime in 2007. When fully operational, we expect this mine to produce approximately 7 million tons per year, with royalty income in the $16-$18 million range, primarily from NRP reserves.”

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. The common units are traded on the New York Stock Exchange (NYSE) under the symbol NRP and the subordinated units are traded on the NYSE under the symbol NSP.

NRP closes final phase of Illinois Basin acquisition Page 2 of 2

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 estimated coal reserves, estimated coal reserves associated with the overriding royalty interest, the anticipated start of coal production, estimated coal production, estimated coal royalty revenues, as well as the accretive nature of the transaction. 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. 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.

06-12

-end -