NATURAL RESOURCE PARTNERS LP — Director's Dealing 2007

Feb 14, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATURAL RESOURCE PARTNERS LP (NRP)
CIK: 0001171486
Period of Report: 2005-08-19

Reporting Person: CARTER NICK (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-11-14	Common Units	M	2	—	Acquired	100	Indirect
2006-11-14	Common Units	M	1	—	Acquired	101	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-02-13	Phantom Units	$	A	6500	Acquired	2011-02-13	Common Units (6500)	Direct
2005-08-19	Subordinated Units	$	A	8	Acquired		Common Units (8)	Indirect
2005-11-14	Subordinated Units	$	M	2	Disposed		Common Units (2)	Indirect
2006-11-14	Subordinated Units	$	M	2	Disposed		Common Units (1)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units	5300	Direct
Common Units	5300	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Units	$	2010-02-13	Common Units (5000)	5000	Direct
Phantom Units	$	2009-02-14	Common Units (5000)	5000	Direct
Phantom Units	$	2008-02-11	Common Units (4420)	4420	Direct
Phantom Units	$	2007-02-25	Common Units (11762)	11762	Direct

Footnotes

F1: The phantom units were granted to the reporting person under the issuer?s long-term incentive plan.

F2: The phantom units will be paid in cash based on the average closing price of the common units for the 20 trading days immediately prior to the date of vesting.

F3: As set forth in the partnership agreement, the first conversion of 25% of the original subordinated units outstanding on November 14, 2005 converted to common units on that date. In connection with the conversion, two of the subordinated units were converted to common units.

F4: As set forth in the partnership agreement, the second conversion of 25% of the original subordinated units outstanding on November 14, 2006 converted to common units on that date. In connection with the conversion, one of the subordinated units was converted to a common unit and the fractional unit created in the conversion was paid in cash.

F5: The subordinated units convert into common units at no cost to the reporting person in three phases as set forth in NRP's partnership agreement. The final conversion will occur in November 2007 if all of the requirements under the partnership agreement are met.