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): January 16, 2008

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		(Zip code)
offices)

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 1.01 Entry into a Material Definitive Agreement

          On January 16, 2008, the Board of Directors of the general partner of Natural Resource Partners L.P. amended the Natural Resource Partners Long-Term Incentive Plan (the “LTIP”) to add Distribution Equivalent Rights as an award that can be granted in tandem with phantom units awarded under the LTIP. The amended and restated plan is attached to this Form 8-K as Exhibit 10.1.

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.

          On January 16, 2008, Natural Resource Partners L.P. announced via press release its guidance for 2008 and its quarterly distribution with respect to the fourth quarter of 2007. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements And Exhibits.

     (c) Exhibits

10.1	Natural Resource Partners Second Amended and Restated Long-Term Incentive Plan
99.1	Press Release dated January 16, 2008.

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: January 16, 2008

EX-10.1

Exhibit 10.1

NATURAL RESOURCE PARTNERS
SECOND AMENDED AND RESTATED
LONG-TERM INCENTIVE PLAN

SECTION 1. Purpose of the Plan.

     The Natural Resource Partners Long-Term Incentive Plan (the “Plan”) is intended to promote the interests of Natural Resource Partners L.P., a Delaware limited partnership (the “Partnership”), by providing to employees and directors of GP Natural Resource Partners LLC (the “Company”) and its Affiliates who perform services for the Partnership incentive compensation cash awards for superior performance that are based on Units. The Plan is also contemplated to enhance the ability of the Company and its Affiliates to attract and retain the services of individuals who are essential for the growth and profitability of the Partnership and to encourage them to devote their best efforts to the business of the Partnership, thereby advancing the interests of the Partnership and its partners.

SECTION 2. Definitions.

     As used in the Plan, the following terms shall have the meanings set forth below:

     “Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

     “Award” means a Phantom Unit granted under the Plan, and shall include any tandem DERs granted with respect to a Phantom Unit.

     “Board” means the Board of Directors of the Company.

     “Change in Control” shall be deemed to have occurred upon the occurrence of one or more of the following events: (i) any sale, lease, exchange or other transfer (in one or a series of related transactions) of all or substantially all of the assets of the Partnership, NRP (GP) LP or the Company to any Person, other than the Partnership, NRP (GP) LP, the Company or any of their Affiliates, or (ii) any merger, reorganization, consolidation or other transaction pursuant to which more than 50% of the combined voting power of the outstanding equity interests in either NRP (GP) LP or the Company ceases to be owned by the Persons who own such interests, respectively, as of the effective date of the initial public offering of Units.

     “Committee” means the Compensation Committee of the Board or such other committee of the Board appointed by the Board to administer the Plan.

     “DER” means a contingent right, granted in tandem with a specific Phantom Unit, to receive an amount in cash equal to the cash distributions made by the Partnership with respect to a Unit during the period such Phantom Unit is outstanding.

     “Director” means a member of the Board or the Board of Directors or Board of Managers of an Affiliate who is not an Employee.

     “Employee” means any employee of the Company or an Affiliate, as determined by the Committee.

     “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.

     “Participant” means any Employee or Director granted an Award under the Plan.

     “Partnership Agreement” means the Third Amended and Restated Agreement of Limited Partnership of Natural Resource Partners L.P., as amended from time to time.

     “Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

     “Phantom Unit” means a phantom (notional) Unit granted under the Plan which upon vesting entitles the Participant to receive an amount of cash equal to the Fair Market Value of a Unit.

     “Restricted Period” means the period established by the Committee with respect to an Award during which the Award remains subject to forfeiture (is not vested) and is not payable to the Participant.

     “Unit” means a Common Unit of the Partnership.

SECTION 3. Administration.

     The Committee shall administer the Plan. A majority of the Committee shall constitute a quorum, and the acts of the members of the Committee who are present at any meeting thereof at which a quorum is present, or acts unanimously approved by the members of the Committee in writing, shall be the acts of the Committee. Subject to the following and any applicable law, the Committee, in its sole discretion, may delegate any or all of its powers and duties under the Plan (provided the Chief Executive Officer is a member of the Board), including the power to grant Awards under the Plan, to the Chief Executive Officer of the Company, subject to such limitations on such delegated powers and duties as the Committee may impose, if any. Upon any such delegation all references in the Plan to the “Committee”, other than in Section 6, shall be deemed to include the Chief Executive Officer; provided, however, that such delegation shall not limit the

-2-

Chief Executive Officer’s right to receive Awards under the Plan. Notwithstanding the foregoing, the Chief Executive Officer may not grant Awards to, or take any action with respect to any Award previously granted to, a person who is an executive officer or a member of the Board. Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the number of Units to be covered by Awards; (iii) determine the terms and conditions of any Award; (iv) determine whether, to what extent, and under what circumstances Awards may be settled, exercised, canceled, or forfeited; (v) interpret and administer the Plan and any instrument or agreement relating to an Award made under the Plan; (vi) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (vii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding upon all Persons, including the Company, the Partnership, any Affiliate, any Participant, and any beneficiary of any Award.

SECTION 4. Eligibility.

     Any Employee or Director who performs services for the Partnership shall be eligible to be designated a Participant and receive an Award under the Plan.

SECTION 5. Awards.

     (a) Phantom Units. The Committee shall have the authority to determine the Employees and Directors to whom Phantom Units shall be granted, the number of Phantom Units to be granted to each such Participant, the Restricted Period, the conditions under which the Phantom Units may become vested or forfeited, which may include, without limitation, the accelerated vesting upon the achievement of specified performance goals, and such other terms and conditions as the Committee may establish with respect to such Awards, including whether DERs are granted with respect to such Phantom Units.

     (i) DERs. To the extent provided by the Committee, in its discretion, a grant of Phantom Units may include a tandem DER grant, which may provide that such DERs shall be paid directly to the Participant, be credited to a bookkeeping account (with or without interest at the discretion of the Committee) subject to the same vesting restrictions as the tandem Award, or be subject to such other provisions or restrictions as determined by the Committee in its discretion.

     (ii) Forfeiture. Except as otherwise provided in the terms of the Phantom Units grant, upon termination of a Participant’s employment with the Company and its Affiliates or membership on the Board, whichever is applicable, for any reason during the applicable Restricted Period, all unvested Phantom Units and any tandem DERs shall be forfeited by the Participant unless otherwise provided in a written employment agreement between the Participant and the Company or its Affiliates. The Committee may, in its discretion, waive

-3-

in whole or in part such forfeiture with respect to a Participant’s Phantom Units and tandem DERs.

     (iii) Lapse of Restrictions. Upon or as soon as reasonably practical following the vesting of each Phantom Unit, the Participant shall be entitled to receive from the Company an amount of cash equal to the Fair Market Value of a Unit.

     (b) General.

     (i) Awards May Be Granted Separately or Together. Awards may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution for any other Award granted under the Plan or any award granted under any other plan of the Company or any Affiliate. Awards granted in addition to or in tandem with other Awards or awards granted under any other plan of the Company or any Affiliate may be granted either at the same time as or at a different time from the grant of such other Awards or awards.

     (ii) Limits on Transfer of Awards.

     (A) Except as provided in (B) below, no Award and no right under any such Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate.

     (B) Participants may transfer Awards by will and the laws of descent and distribution.

     (iii) Term of Awards. The term of each Award shall be for such period as may be determined by the Committee.

     (iv) Consideration for Grants. Awards may be granted for such consideration, including services or such minimal consideration as may be required by law, as the Committee determines.

     (v) Change in Control. Upon a Change in Control or such period prior thereto as may be established by the Committee, all Awards shall automatically vest and become payable in full. In this regard, all Restricted Periods shall terminate and all performance criteria, if any, shall be deemed to have been achieved at the maximum level.

     (c) Adjustments. In the event that the Committee determines that any distribution (whether in the form of cash, Units, other securities, or other property), recapitalization, split, reverse split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Units or other securities of the Partnership, issuance of warrants or other rights to purchase Units or other securities of the Partnership, or other similar transaction or event affects the Units such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the

-4-

Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Units (or other securities or property) with respect to which Awards may be granted, (ii) the number and type of Units (or other securities or property) subject to outstanding Awards, and (iii) if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; provided, that the number of Units subject to any Award shall always be a whole number.

SECTION 6. Amendment and Termination.

     Except to the extent prohibited by applicable law:

     (a) Amendments to the Plan. Except as required by the rules of the principal securities exchange on which the Units are traded and subject to Section 6(b) below, the Board or the Committee may amend, alter, suspend, discontinue, or terminate the Plan in any manner, including increasing the number of Units available for Awards under the Plan, without the consent of any partner, Participant, other holder or beneficiary of an Award, or other Person.

     (b) Amendments to Awards. Subject to Section 6(a), the Committee may waive any conditions or rights under, amend any terms of, or alter any Award theretofore granted, provided no change, other than pursuant to Section 6(c), in any Award shall materially reduce the benefit to a Participant without the consent of such Participant.

     (c) Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee is hereby authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 5(c) of the Plan) affecting the Partnership or the financial statements of the Partnership, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

SECTION 7. General Provisions.

     (a) No Rights to Award. No Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Participants. The terms and conditions of Awards need not be the same with respect to each recipient.

     (b) Withholding. The Company or any Affiliate is authorized to withhold from any Award, from any payment due under any Award or from any compensation or other amount owing to a Participant the amount of any applicable taxes payable in respect of the grant of an Award, the lapse of restrictions thereon, or any payment under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy its withholding obligations for the payment of such taxes.

     (c) No Right to Employment. The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of the Company or any Affiliate or to remain on the Board, as applicable. Further, the Company or an Affiliate may at any time dismiss a Participant

-5-

from employment, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award agreement.

     (d) Governing Law. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Delaware law without regard to its conflict of laws principles.

     (e) Severability. If any provision of the Plan or any award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or award and the remainder of the Plan and any such Award shall remain in full force and effect.

     (f) Other Laws. The Committee may refuse to pay any cash under an Award if, in its sole discretion, it determines that the payment might violate any applicable law or regulation or the rules of the principal securities exchange on which the Units are then traded.

     (g) No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any participating Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any participating Affiliate pursuant to an award, such right shall be no greater than the right of any general unsecured creditor of the Company or any participating Affiliate.

     (h) Headings. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

     (i) Facility Payment. Any amounts payable hereunder to any person under legal disability or who, in the judgment of the Committee, is unable to properly manage his financial affairs, may be paid to the legal representative of such person, or may be applied for the benefit of such person in any manner which the Committee may select, and the Company shall be relieved of any further liability for payment of such amounts.

     (j) Gender and Number. Words in the masculine gender shall include the feminine gender, the plural shall include the singular and the singular shall include the plural.

     (k) Participation by Affiliates. With respect to the Awards made to the employees of an Affiliate, the Company shall act as an agent of such participating Affiliate. In this regard, the Company shall make payment with respect to such Awards directly to the participating Affiliate, which, in turn, shall be responsible for making the payments with respect to such Awards to its eligible employees.

SECTION 8. Term of the Plan.

     This Plan amendment and restatement shall be effective on the date of its approval by the Board and shall continue until the date terminated by the Board. However, unless otherwise

-6-

expressly provided in the Plan or in an applicable Award Agreement, any Award granted prior to such termination, and the authority of the Board or the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under such Award, shall extend beyond such termination date.

-7-

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 Issues 2008 Guidance

HOUSTON, January 16, 2008 – Natural Resource Partners L.P. (NYSE:NRP) today announced that the Board of Directors of its general partner has declared a fourth quarter 2007 distribution of $0.485 per unit for NRP, an increase of $0.01 in its quarterly distribution. The distribution will be paid on February 14, 2008 to unitholders of record on February 1, 2008. This makes the eighteenth consecutive quarter that NRP has increased its distribution.

2008 Guidance

“Revenues and distributable cash flow will be significantly higher in 2008 due to increased production from several mines and significant increases in coal transportation throughput,” said Nick Carter, President and Chief Operating Officer. “Additionally, in general our lessees are reporting increased sales prices on both metallurgical and steam coal.”

For 2008, NRP expects to generate between $167 million and $184 million in distributable cash flow, up over 20% from the midpoint of NRP’s current 2007 guidance. As in the past, distributable cash flow is shown net of principal payments on its debt, which in 2008 are scheduled to be $23.2 million, up from $13.4 million in 2007. “NRP, unlike most MLPs, is amortizing its debt, which reduces its distributable cash flow. Distributable cash flow, before principal payments, is forecasted to range from approximately $190 million to $207 million,” said Dwight Dunlap, Chief Financial Officer.

Total revenues are also forecasted to increase over 20% from the current 2007 guidance to between $242 million and $277 million. Approximately 75% of total revenues will be generated from coal royalty revenues, ranging from $187 million to $207 million based on coal royalty revenue per ton between $3.09 and $3.27. Production volumes are expected to be between 57 million tons and 67 million tons and are more heavily weighted towards the second half of the year, as new mines ramp up production. Transportation fees are forecasted to nearly triple in 2008 to a range of $14 million to $16 million. Approximately 23% of NRP’s production and 30% of its coal royalty revenues

NRP Increases Distribution and Issues 2008 Guidance Page 2 of 4

should be derived from metallurgical coal, with the increased percentage in anticipated revenues resulting from improved pricing.

The following table includes further details regarding guidance for 2008. Consistent with its past practice, NRP will review the guidance throughout the year and provide updated information as appropriate.

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.

For additional information, please contact Kathy H. Roberts at 713-751-7555 or kroberts@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 anticipated coal royalty revenues, coal production, operating expenses, net income and other items listed on the following table. All statements 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.

08-01

- table follows-

NRP Increases Distribution and Issues 2008 Guidance Page 3 of 4

Natural Resource Partners L.P.
Guidance
(dollars and tons in millions except per unit amounts)

	Full Year 2008
	(Range)
Revenues
Coal royalty revenues	$	186.5	—		207.0
Aggregate revenues		7.0	—		9.0
Override royalties		10.0	—		13.0
Oil and gas royalties		4.5	—		5.5
Coal processing fees		7.0	—		9.0
Coal transportation fees		14.0	—		18.0
Property taxes		9.0	—		10.0
Other revenues (1)		4.0	—		5.0
Total Revenues	$	242.0	—	$	276.5
Expenses
Depreciation, depletion, and amortization	$	70.0	—	$	75.0
General and administrative		16.5	—		18.5
Property, franchise and other taxes		12.0	—		13.5
Coal transportation expenses		1.3	—		1.5
Coal royalty and override payments		10.5	—		12.0
Total operating expenses		104.3	—		113.5
Interest expense (net)	$	22.0	—	$	25.0
Net income	$	120.0		$	132.0
Net income per unit	$	1.40	—	$	1.55
Principal payments	$	23.2	—	$	23.2
Distributable cash flow (2)	$	167.0	—	$	184.0

(1)

Other revenues consist of minimums recognized as revenue, wheelage, rentals and timber.

(2)

Distributable cash flow represents net income plus depletion and amortization minus principal payments. 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. We believe that “net cash provided by operating activities” would be the most comparable financial measure to distributable cash. However, due to the substantial uncertainties associated with forecasting future changes to operating assets and liabilities, we cannot provide guidance on forward-looking net cash provided by operating activities or provide reconciliations of distributable cash flow to that measure.

NRP Increases Distribution and Issues 2008 Guidance Page 4 of 4

Guidance continued

	Full Year 2008
	(Range)
Regional Statistics
Coal royalty production (tons)
Northern Appalachia		6.0	—		7.5
Central Appalachia		35.0	—		40.0
Southern Appalachia		4.0	—		5.0
Appalachia		45.0	—		52.5
Illinois Basin		6.5	—		8.0
Northern Powder River Basin		5.5	—		6.5
Total		57.0	—		67.0
Coal royalty revenues
Northern Appalachia	$	17.5	—	$	21.0
Central Appalachia		125.0	—		135.0
Southern Appalachia		17.0	—		19.5
Appalachia	$	159.5	—	$	175.5
Illinois Basin		17.0	—		19.0
Northern Powder River Basin		10.0	—		12.5
Total	$	186.5	—	$	207.0
Average coal royalty revenue per ton
Northern Appalachia	$	2.80	—	$	2.92
Central Appalachia		3.38	—		3.57
Southern Appalachia		3.90	—		4.25
Appalachia	$	3.34	—	$	3.54
Illinois Basin		2.38	—		2.62
Northern Powder River Basin		1.82	—		1.92
Total	$	3.09	—	$	3.27
Aggregates
Production (tons)		5.0	—		5.6
Revenues	$	7.0	—		9.0
Average royalty revenue per ton	$	1.40	—	$	1.61

-end -