From: Chuck Kerr [ckerr@Quintanaminerals.com]
Sent: Thursday, February 06, 2003 8:25 AM
To: 'rule-comments@sec.gov'
Cc: Bert Campbell (QMC); Chuck Kerr; Corbin Robertson, Jr.; Dwight
Dunlap; Kathy Hager; Nick Carter; 'dfleckman@velaw.com';
'whogan@velaw.com'
Subject: File No. S7-02-03 Comment Letter

NATURAL RESOURCE PARTNERS, L.P.
601 Jefferson Street, Suite 3600
Houston, Texas   77002
(713) 751-7500

Mr. Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549-0609

Re:	File No. S7-02-03
Proposed Exchange Act Rule 10A-3 
	
Ladies and Gentlemen:

Thank you for this opportunity to comment on Proposed Exchange Act Rule
10A-3 (the "Proposed Rule").  We fully support the intent of the Proposed
Rule, however, we believe that one provision will be difficult, if not
impossible, to apply to master limited partnerships (each an "MLP").  Our
view on this point and three possible alternatives are set forth below.

Under the Proposed Rule,

		*		the audit committee of an issuer is to be
"established by or amongst the board of directors"
		*	the members of an issuer's audit committee must be
"independent,"
		*	to be "independent" a person may not be an
"affiliated" person of the issuer,
		*	the definition of "affiliate" includes a "designee"
of a second affiliate,
		*	that second "affiliate" could be a person which
became an "affiliate" because it "controls . . . or is under 	common
control with such issuer."

As you are aware most master limited partnerships are created by one or more
sponsors (collectively the "Sponsor") which control or are under common
control with the general partner of the MLP.  The Sponsor designates the
directors of the general partner.  Some of these directors are required to
have no other affiliation with the Sponsor and are expected to serve on the
audit committee and the conflicts committee of the general partner and
therefore act on behalf of the MLP.

A strict application of the language of the Proposed Rule would exclude all
directors of the general partner, including these otherwise independent
directors, from the audit committee.  This exclusion would result from the
fact that, under standard MLP practice, the Sponsor owns the general partner
and thereby controls the issuer and thereby is an "affiliate" of the issuer.
The Sponsor affiliate "designates" the otherwise independent person to serve
as a director of the general partner causing such person to become an
"affiliate" ineligible to serve on the audit committee.

With the ineligibility of these otherwise independent directors and, of
course, the ineligibility of the directors who are truly affiliated with the
Sponsor, there will be no directors to serve on the audit committee.

We suggest the elimination of this problem by the making of any one of the
following changes to the Proposed Rule:

		a.	Delete the word "designee" from the definition of
"affiliate."  This change will allow directors of the general partner who
are otherwise independent (ie. not controlled or directed by the Sponsor) to
serve on the audit committee and it will prohibit service by directors who
are so controlled or directed.

		b.	Define the word "designee" so that something more
than nomination and election by a Sponsor would be required to make a
director ineligible to serve on the audit committee.   This would have the
same impact as the suggestion set forth in subparagraph "a" above.

		c.	Create an additional exemption from the definition
of "affiliated person" to exclude from such definition a director who,
although  nominated and elected by  a Sponsor of an MLP, was otherwise not
an affiliate.

		Thank you for your consideration of these comments.   If we
may be of further assistance to you, please contact us.

						Sincerely

						Natural Resource Partners L.P.

						By NRP (GP) LP
						Its Sole General Partner

						By GP Natural Resource Partners LLC
						Its Sole General Partner

	
                        By___________________________
							Nick Carter
							President