NATURAL RESOURCE PARTNERS LP — Director's Dealing 2008

Feb 13, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATURAL RESOURCE PARTNERS LP (NRP)
CIK: 0001171486
Period of Report: 2008-02-11

Reporting Person: BLAKELY ROBERT T (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-02-11	Common Units	M	3000	—	Acquired	3000	Direct
2008-02-11	Common Units	D	3000	$30.03	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-02-11	Phantom Units	$	M	3000	Disposed	2008-02-11	Common Units (3000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Units	$	2009-02-14	Common Units (3000)	3000	Direct
Phantom Units	$	2010-02-13	Common Units (3000)	3000	Direct
Phantom Units	$	2011-02-13	Common Units (3000)	3000	Direct

Footnotes

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

F2: 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.

F3: The common units were deemed to have been purchased and sold on the date of vesting of the phantom units listed in Table II.

F4: 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.