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): May 3, 2007

NATURAL RESOURCE PARTNERS L.P.

(Exact name of registrant as specified in its charter)

Delaware	001-31465	35-2164875
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(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

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 are being furnished pursuant to Item 2.02 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, or the Securities Exchange Act of 1934, as amended.

          On May 3, 2007, Natural Resource Partners L.P. announced via press release its earnings and operating results for the first quarter of 2007. A copy of the NRP’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 May 3, 2007.

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: May 3, 2007

Index to Exhibits

     99.1       Natural Resource Partners L.P. press release dated as of May 3, 2007.

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 First Quarter 2007 Results

Highlights:

• Distributable cash flow of $28.3 million, down 17%

• Revenues of $50.2 million, up 8%

• Net income of $21.9 million, down 23% to $0.28 per unit

• Positive outlook for the remainder of 2007, reaffirms guidance

HOUSTON, May 3, 2007 – Natural Resource Partners L.P. (NYSE:NRP and NYSE:NSP) today reported distributable cash flow of $28.3 million, down from the $34.3 million reported for the first quarter 2006. Net income decreased to $21.9 million, or $0.28 per unit, for the first quarter of 2007, compared to $28.5 million, or $0.51 per unit, for the first quarter of 2006. Net income in the first quarter 2006 included a $2.2 million gain from the sale of timber assets. Although revenues were up 8%, the issuance of equity in the first quarter of 2007 for the Cline and Dingess-Rum acquisitions accounts for a significant portion of the difference in the net income per unit.

“NRP anticipated that the first quarter would be its weakest quarter of the year due to the start-up of the Cline operations in the Illinois Basin and Northern Appalachia. However, our results for this quarter were less than expected due to slower than anticipated development at Cline, together with tough operating conditions at a longwall mine on the Dingess-Rum property,” said Nick Carter, President and Chief Operating Officer. “We believe that the operations we recently acquired will be significant contributors to NRP’s future and we are reaffirming our current 2007 guidance for net income of $1.42 to $1.58 per unit. We will continue to monitor our lessees’ production and sales prices during the second quarter and update our annual guidance if necessary.”

	Highlights
	1Q07		4Q06		1Q06
	(in thousands except per ton and per unit)
Coal Production:		13,510		11,905		14,015
Coal Royalty Revenues:	$	40,973	$	35,213	$	39,110
Average coal royalty revenue per ton:	$	3.03	$	2.96	$	2.79
Total revenues:	$	50,207	$	41,672	$	46,528
Net income:	$	21,881	$	23,248	$	28,524
Average units outstanding in quarter:		63,295		50,681		50,681
Net income per unit:	$	0.28	$	0.38	$	0.51
Distributable cash flow:	$	28,343	$	33,749	$	34,300

NRP Reports 1^st Quarter 2007 Results Page 2 of 9

First Quarter 2007 Compared to First Quarter 2006

Total revenues increased 8% to $50.2 million for the first quarter of 2007, compared to $46.5 million reported for the same period last year.

First quarter 2007 coal royalty revenues increased 5% to $41.0 million from $39.1 million last year as the partnership continued to experience increased coal royalty revenues per ton in all regions. Coal royalty revenues increased due to a 9% improvement in the average coal royalty revenue per ton to $3.03 in the first quarter 2007 from $2.79 for the same period last year. These increases in price more than offset the 4% decrease in production volumes from last year’s comparable quarter. Total production for the partnership was 13.5 million tons compared to 14.0 million tons last year. Central Appalachia increased due to acquisitions, while production in all other regions was down.

In the first quarter, the properties acquired in the Cline acquisition experienced delays while ramping up to full production. Similarly, one of the longwall mines acquired in the Dingess-Rum acquisition encountered difficult operating conditions in the first quarter, which contributed to lower than expected production. NRP anticipates that this mine will return to full operation. NRP remains confident that these projects will be large positive contributors to revenues through the rest of the year.

Aggregate royalties, coal processing fees, and transportation fees, all new lines of business for NRP, generated approximately $3.1 million in the first quarter of 2007. Coal processing and transportation revenues are expected to increase over the remainder of the year as additional production is forecasted, particularly from the Cline properties. Oil and gas revenues decreased from $1.7 million in the first quarter 2006 to $1.3 million in 2007, predominantly due to lease bonus payments received in the first quarter of 2006 on several new leases. Other revenues also decreased year-over-year due to a $2.2 million gain on the sale of timber properties reported during the comparable 2006 period.

Total expenses increased 46% to $21.8 million from $14.9 million for the first quarter 2006. General and administrative expenses increased to $6.6 million from $4.1 million due predominantly to accruals on long term incentive plans and additional staff added to handle NRP’s latest acquisitions. Property, franchise and other taxes increased $0.9 million mainly due to taxes on properties acquired since last year, a significant portion of which are offset by reimbursements from our lessees which are recorded in revenues. Depreciation, depletion and amortization, a non-cash item, accounted for $3.9 million of the increase in total expenses.

Interest expense increased $3.7 million over last year to $7.3 million due to additional borrowings associated with acquisitions completed during the last year.

NRP Reports 1^st Quarter 2007 Results Page 3 of 9

Acquisitions and Capital Structure

During the first quarter of 2007, NRP issued an additional 13,710,072 units and paid $12.7 million for property acquisitions. This increase in the number of units has had a dilutive effect on the first quarter 2007 results, but will become accretive as those properties increase production. NRP anticipates that these acquisitions will provide significant long-term growth potential.

Also during the quarter, NRP completed a private placement of $225 million of senior unsecured notes with a 10-year average life that fixed interest rates at 5.82% until 2024. Proceeds from the private placement were used to repay the revolving credit facility. With the issuance of new units in the first quarter, NRP has lowered its debt to total capitalization to 38% from 51% at December 31, 2006, rebalancing its debt to equity and strengthening its balance sheet.

Market Outlook

Coal royalty revenues from our Appalachian properties represented 90% of NRP’s total coal royalty revenues for the quarter ended March 31, 2007, and thus a significant portion of NRP’s total revenue is correlated with Appalachian coal prices. While Appalachian spot coal prices declined during 2006 with a relatively mild summer and higher utility stockpiles, NRP has not seen any negative impact on the royalty per ton that it received from its Appalachian properties in the first quarter due to the longer term sales contract structures of NRP’s lessees.

“We have seen signs that the price environment in Appalachia has firmed up and will continue to move in a positive direction over the remainder of 2007. While year over year production was down, we saw a 13% increase in production this quarter from the fourth quarter 2006 and a $0.07 per ton increase in the average royalty revenue per ton,” said Nick Carter. “There has been some curtailment in production in Central Appalachia and some planned moves of production from our properties to adjacent property owned by other parties, but this has more than been offset by our recent acquisitions. Over the course of the year, we do anticipate production increases on the Cline properties. ”

A recent federal court decision in West Virginia has created some regulatory uncertainty in the coal industry in that state. Although one of the revoked permits related to an operation mining on reserves that NRP acquired in the Dingess-Rum acquisition, the federal court has ruled that NRP’s lessee can continue to operate under its existing permits pending the reconsideration of these permits by the Corps of Engineers.

Distributions

On April 19, the partnership announced its fifteenth consecutive increase in its quarterly distribution to $0.455 per unit or $1.82 on an annualized basis, a 15% increase over the first quarter distribution last year. The distribution will be paid on May 14, 2007 to unitholders of record on May 1, 2007. Corbin J. Robertson, Jr., Chairman and Chief

NRP Reports 1^st Quarter 2007 Results Page 4 of 9

Executive Officer said, “This distribution reflects our positive forward view of the underlying fundamentals of our revenue base and our expectations for continued growth across our portfolio.”

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, and coal handling and transportation infrastructure in the three major coal producing regions of the United States: Appalachia, the Illinois Basin and the Powder River Basin. In addition, the partnership also manages aggregate reserves, oil and gas properties and timber assets across the United States. 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.

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.

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.

Forward Looking Statements

This press release may include “forward-looking statements” as defined by the Securities and Exchange Commission. Such statements include the 2007 outlook. 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.

07-12 -Financial statements follow-

NRP Reports 1^st Quarter 2007 Results Page 5 of 9

NATURAL RESOURCE PARTNERS L.P.

OPERATING STATISTICS
(In thousands, except per ton data)

	For the three months ended
	March 31,
	2007		2006
	(Unaudited)
Coal:
Coal royalty revenues:
Appalachia
Northern	$	2,588	$	3,307
Central		30,429		25,842
Southern		4,039		5,484
Total Appalachia	$	37,056	$	34,633
Illinois Basin		1,114		1,953
Northern Powder River Basin		2,803		2,524
Total	$	40,973	$	39,110
Sales volumes (tons):
Appalachia
Northern		1,283		1,732
Central		9,291		8,195
Southern		1,033		1,426
Total Appalachia		11,607		11,353
Illinois Basin		502		1,162
Northern Powder River Basin		1,401		1,500
Total		13,510		14,015
Average royalty revenue per ton:
Appalachia
Northern	$	2.02	$	1.91
Central		3.28		3.15
Southern		3.91		3.85
Total Appalachia	$	3.19	$	3.05
Illinois Basin		2.22		1.68
Northern Powder River Basin		2.00		1.68
Total	$	3.03	$	2.79
Aggregates:
Production:		1,341		—
Average base royalty per ton:	$	1.18		—

NRP Reports 1^st Quarter 2007 Results Page 6 of 9

NATURAL RESOURCE PARTNERS L.P.

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

	For the three months ended
	March 31,
	2007			2006
	(Unaudited)
Revenues:
Coal royalties	$	40,973		$	39,110
Aggregate royalties		1,745			—
Coal processing fees		918			—
Transportation fees		461			—
Oil and gas royalties		1,258			1,719
Property taxes		2,228			1,749
Minimums recognized as revenue		454			371
Override royalties		1,018			303
Other		1,152			3,276
Total revenues		50,207			46,528
Operating costs and expenses:
Depreciation, depletion and amortization		11,752			7,853
General and administrative		6,634			4,115
Property, franchise and other taxes		3,101			2,245
Transportation costs		43			—
Coal royalty and override payments		286			691
Total operating costs and expenses		21,816			14,904
Income from operations		28,391			31,624
Other income (expense)
Interest expense		(7,327	)		(3,618	)
Interest income		817			518
Net income	$	21,881		$	28,524
Net income attributable to:
General partner(1)	$	2,819		$	2,095
Other holders of incentive distribution rights(1)	$	1,283		$	821
Limited partners	$	17,779		$	25,608
Basic and diluted net income per limited partner unit:
Common	$	0.28		$	0.51
Subordinated	$	0.28		$	0.51
Class B	$	0.28		$	—
Weighted average number of units outstanding:
Common		50,893			33,651
Subordinated		11,354			17,030
Class B		1,048			—

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

NRP Reports 1^st Quarter 2007 Results Page 7 of 9

NATURAL RESOURCE PARTNERS L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

	For the three months ended
	March 31,
	2007			2006
	(Unaudited)
Cash flows from operating activities:
Net income	$	21,881		$	28,524
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization		11,752			7,853
Non-cash interest charge		94			100
Gain from sale of timber assets		—			(2,176	)
Change in operating assets and liabilities:
Accounts receivable		(4,072	)		(4	)
Other assets		221			268
Accounts payable and accrued liabilities		198			37
Accrued interest		(434	)		1,906
Deferred revenue		3,901			(632	)
Accrued incentive plan expenses		(3,195	)		371
Property, franchise and taxes payable		397			403
Net cash provided by operating activities		30,743			36,650
Cash flows from investing activities:
Acquisition of land, plant and equipment, coal and other mineral rights		(13,972	)		(35,000	)
Current payable assumed in business combination		1,154			—
Proceeds from sale of timber assets		—			3,932
Cash placed in restricted accounts		(6,242	)		—
Net cash used in investing activities		(19,060	)		(31,068	)
Cash flows from financing activities:
Proceeds from loans		237,000			50,000
Deferred financing costs		(1,107	)		—
Repayment of loans		(226,192	)		(15,000	)
Distributions to partners		(34,126	)		(20,905	)
Contribution by general partner		2,315			—
Net cash provided by (used in) financing activities		22,110			14,095
Net increase (decrease) in cash and cash equivalents		(10,427	)		19,677
Cash and cash equivalents at beginning of period		66,044			47,691
Cash and cash equivalents at end of period	$	55,617		$	67,368
Supplemental cash flow information:
Cash paid during the period for interest	$	7,648		$	1,600
Non-cash investing activities:
Units issued in business combinations	$	343,622		$	—
Liability assumed in business combination		1,950

NRP Reports 1^st Quarter 2007 Results Page 8 of 9

NATURAL RESOURCE PARTNERS L.P.

CONSOLIDATED BALANCE SHEETS
(In thousands)

	March 31,			December 31,
	2007			2006
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	55,617		$	66,044
Restricted Cash		6,242			—
Accounts receivable, net of allowance for doubtful accounts		27,113			23,357
Accounts receivable – affiliate		337			21
Other		791			1,411
Total current assets		90,100			90,833
Land		24,522			17,781
Plant and equipment, net		49,069			29,615
Coal and other mineral rights, net		1,012,948			798,135
Intangible assets, net		107,027			—
Loan financing costs, net		3,223			2,197
Other assets, net		1,207			932
Total assets	$	1,288,096		$	939,493
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Accounts payable	$	3,837		$	1,041
Accounts payable – affiliate		691			105
Current portion of long-term debt		9,542			9,542
Accrued incentive plan expenses – current portion		3,224			5,418
Property, franchise and other taxes payable		4,727			4,330
Accrued interest		3,412			3,846
Total current liabilities		25,433			24,282
Deferred revenue		24,555			20,654
Asset retirement obligation		39			—
Accrued incentive plan expenses		3,578			4,579
Long-term debt		465,099			454,291
Partners’ capital:
Common units		641,357			338,912
Subordinated units		81,965			83,772
Class B units		27,825			—
General partner’s interest		17,873			12,138
Holders of incentive distribution rights		1,110			1,616
Accumulated other comprehensive loss		(738	)		(751	)
Total partners’ capital		769,392			435,687
Total liabilities and partners’ capital	$	1,288,096		$	939,493

NRP Reports 1^st Quarter 2007 Results Page 9 of 9

NATURAL RESOURCE PARTNERS L.P.

RECONCILIATION OF UNAUDITED GAAP FINANCIAL MEASURES
TO NON-GAAP FINANCIAL MEASURES
(In thousands)

	For the three months ended
	March 31,
	2007			2006
	(Unaudited)
Cash flow from operations	$	30,743		$	36,650
Less reserves for future principal payments		(2,400	)		(2,350	)
Distributable cash flow	$	28,343		$	34,300

-end-

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