NATURAL RESOURCE PARTNERS LP — Director's Dealing 2007

Feb 27, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATURAL RESOURCE PARTNERS LP (NRP)
CIK: 0001171486
Period of Report: 2007-02-26

Reporting Person: ROBERTSON CORBIN J JR (Director, Chairman and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-02-26	Common Units	M	23525	—	Acquired	23525	Direct
2007-02-26	Common Units	D	23525	$61.76	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-02-26	Phantom Units	$	M	23525	Disposed	2007-02-26	Common Units (23525)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units	15770	Indirect
Common Units	69530	Indirect
Common Units	5774048	Indirect
Common Units	931747	Indirect
Common Units	230559	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Units	$	2008-02-11	Common Units (8840)	8840	Direct
Phantom Units	$	2009-02-14	Common Units (10000)	10000	Direct
Phantom Units	$	2010-02-13	Common Units (10000)	10000	Direct
Phantom Units	$	2011-02-13	Common Units (13000)	13000	Direct

Footnotes

F1: The common units were deemed to have been purchased and sold on the date of vesting of the phantom units listed in Table II, which were paid in cash on a one for one basis based on the average closing price of the common units for the 20 trading days immediately preceding the date of vesting.

F2: Mr. Robertson is the trustee of the William K. Robertson 1993 Management Trust. Mr. Robertson?s son is the beneficiary of these trusts. Mr. Robertson disclaims beneficial ownership of these securities.

F3: These units are beneficially owned by Western Pocahontas Properties Limited Partnership, whose general partner is Western Pocahontas Corporation, a corporation controlled by Mr. Robertson. Mr. Robertson also holds indirect limited partner interests in Western Pocahontas Properties Limited Partnership. All the common units owned by Western Pocahontas Properties Limited Partnership are reported on this line. Mr. Robertson disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

F4: These units are beneficially owned by Great Northern Properties Limited Partnership, whose general partner is GNP Management Corporation, a corporation, in which Mr. Robertson owns 85% of the common stock. Mr. Robertson also holds indirect limited partner interests in Great Northern Properties Limited Partnership. All the common units owned by Great Northern Properties Limited Partnership are reported on this line. Mr. Robertson disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

F5: These units are beneficially owned by New Gauley Coal Corporation, a corporation controlled by Mr. Robertson. All the common units owned by New Gauley Coal Corporation are reported on this line. Mr. Robertson disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

F6: The phantom units were originally granted to the reporting person under the issuer's long term incentive plan.

F7: As described in Footnote 1, upon vesting, the phantom units were paid in cash on a one for one basis based on the average closing price of the common units for the 20 trading days immediately preceding the date of vesting.

F8: The phantom units will be paid in cash based on the average closing price of the common units for the 20 trading days immediately preceding the date of vesting.