8-K

UNITED STATES
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 20, 2009

Natural Resource Partners L.P.

(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of
incorporation) 001-31465
(Commission File Number) 35-2164875
(IRS Employer 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

(Former name or former address, if changed since last report.)

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

	Item 2.01. Completion of Acquisition or Disposition of Assets.
	Item 3.02. Unregistered Sale of Equity Securities.
	Item 8.01. Other Events
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
INDEX TO EXHIBITS
EX-3.2
EX-99.1

Item 2.01. Completion of Acquisition or Disposition of Assets.

          On May 20, 2009, Natural Resource Partners L.P. (the “Partnership”), NRP (GP) LP (the “General Partner”) and NRP (Operating) LLC completed the previously announced acquisition of two entities from Adena Minerals, LLC that own coal reserves and associated transportation and infrastructure assets at the Yellowbush Mine in Meigs County, Ohio. In consideration for the acquisition of the companies, the Partnership issued to Adena 4,560,000 Common Units and the General Partner issued to Adena an additional 9% interest in the General Partner and in the Partnership’s outstanding incentive distribution rights. Adena is an affiliate of the Partnership and has the right to nominate two members of the board of directors of the general partner of the General Partner.

          A copy of the press release announcing the closing of the acquisition is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02. Unregistered Sale of Equity Securities.

          As previously reported, the Partnership entered into the Second Contribution Agreement dated January 4, 2007, as amended on April 18, 2007, pursuant to which the Partnership issued 4,560,000 Common Units at the Closing. These Common Units were offered and issued in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.

Item 8.01. Other Events

          At the Closing, the General Partner amended and restated its limited partnership agreement (the “General Partner Partnership Agreement”) in order to reflect the issuance of the additional interests to Adena.

          A copy of the amendment to the General Partner Partnership Agreement is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

EXHIBIT NUMBER	DESCRIPTION
3.2	Amendment No. 1 to Third Amended and Restated Agreement of Limited Partnership of NRP (GP) LP, dated as of May 20, 2009.
99.1	Press Release dated May 20, 2009.

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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

May 20, 2009

INDEX TO EXHIBITS

EXHIBIT NUMBER	DESCRIPTION
3.2	Amendment No. 1 to Third Amended and Restated Agreement of Limited Partnership of NRP (GP) LP, dated as of May 20, 2009.
99.1	Press Release dated May 20, 2009.

EX-3.2

Exhibit 3.2

Execution Copy

AMENDMENT NO. 1 TO

THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

NRP (GP) LP

     This Amendment No. 1 (this “Amendment No. 1”) to the Third Amended and Restated Limited Partnership Agreement (the “Partnership Agreement”), dated as of January 4, 2007, of NRP (GP) LP, a Delaware limited partnership (the “Partnership”), is hereby adopted by GP Natural Resource Partners LLC, a Delaware limited liability company (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, Section 3.2(b) of the Partnership Agreement provides that the Partnership may offer additional Partnership Interests to any Person with the approval of the General Partner and the terms of admission or issuance may be reflected in an amendment to the Partnership Agreement, including an amendment to Schedule I to reflect revised Percentage Interests and IDR Percentage Interests; and

     WHEREAS, Section 11.2(b) provides that the General Partner may make any amendments to any of the Schedules to the Partnership Agreement from time to time to reflect transfers of Partnership Interests and issuances of additional Partnership Interests; and

     WHEREAS, the General Partner deems it in the best interest of the Partnership to effect this Amendment No.1 in order to provide for the issuance of the General Partner Limited Partnership Interest to Adena Minerals, LLC, a Delaware limited liability company (“Adena”), in connection with the consummation of the acquisition by the Partnership and Natural Resource Partners L.P., a Delaware limited partnership (“NRP”), of all of the outstanding membership interests of each of Rivervista Mining, LLC, a Delaware limited liability company and Deepwater Transportation, LLC, a Delaware limited liability company, pursuant to that certain Second Contribution Agreement dated as of January 4, 2007, as amended on April 18, 2007, among NRP, the Partnership, NRP (Operating) LLC, Foresight Reserves LP and Adena.

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

     Section 1. Amendment.

     (a) Schedule I to the Partnership Agreement is hereby amended and restated in its entirety and replaced with Schedule I attached hereto.

     Section 2. General Authority. The appropriate officers of the General Partner are hereby authorized to make such further clarifying and conforming changes to the Partnership Agreement as they deem necessary or appropriate, and to interpret the Partnership Agreement, to give effect to the intent and purpose of this Amendment No. 1.

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     Section 3. Ratification of Partnership Agreement. Except as expressly modified and amended herein, all of the terms and conditions of the Partnership Agreement shall remain in full force and effect.

     Section 4. Governing Law. This Amendment No. 1 will be governed by and construed in accordance with the laws of the State of Delaware.

     IN WITNESS WHEREOF, the General Partner has executed this Amendment No. 1 as of May 20, 2009.

GENERAL PARTNER: GP Natural Resource Partners LLC
By:	/s/ Wyatt Hogan
	Name:	Wyatt Hogan
	Title:	Vice President — General Counsel

SCHEDULE I

Partners, Capital Contributions, Percentage Interests and IDR Percentage Interests

General Partner:

					Initial Capital
					Accounts/ Total					IDR
	Cash		Gross		Capital		Percentage			Percentage
Name and Address	Contributed		Asset Value		Contribution		Interest			Interest
GP Natural Resource Partners LLC	$	.01	$	0.00	$	.01		.001	%		0.001	%

Limited Partners:

			Total
			Capital		Percentage			IDR Percentage
Name and Address	Cash Contributed		Contribution		Interest			Interest
New Gauley Coal Corporation	$	18.40	$	170,553.30		1.2695890	%		0.9624432	%
Western Pocahontas Properties Limited Partnership	$	460.80	$	4,271,247.94		31.7947399	%		24.1029238	%
Great Northern Properties Limited Partnership	$	98.30	$	911,162.48		6.7826002	%		5.1417479	%
NRP Investment L.P.	$	422.50	$	3,916,237.53		29.1520709	%		22.0995775	%
Adena Minerals, LLC	$	0.00	$	7,280,117.67		31.0000000	%		47.6923077	%

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.
Closes Ohio Acquisition

HOUSTON, May 20, 2009 — Natural Resource Partners L.P. (NYSE:NRP) today announced that it has completed its previously announced acquisition of all of the membership interests in two entities from Adena Minerals, LLC, an affiliate of the Cline Group. These companies own coal reserves and infrastructure assets, including beltlines and barge loadout facilities at Cline’s Yellowbush Mine located on the Ohio River in Meigs County, Ohio. NRP issued 4,560,000 common units to Adena Minerals in connection with the acquisition. In addition, the general partner of Natural Resource Partners granted Adena an additional nine percent interest in the general partner.

Coal reserves are being produced, processed, and sold currently and will immediately generate coal royalties and transportation and handling fees for NRP. Current year estimates were included in the guidance issued in January 2009.

Company Profile

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 mineral reserve properties. NRP owns coal reserves 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 owns and manages aggregate reserves being mined in West Virginia and Washington.

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.

09-08

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