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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): March 28, 2007
 
 NATURAL RESOURCE PARTNERS L.P.
  Delaware
    
    001-31465
    
    35-2164875(State or other jurisdiction
    
    (Commission File
    
    (I.R.S. Employerof incorporation or organization)
    
    Number)
    
    Identification No.)601 Jefferson, Suite 3600Houston, Texas
    
    
    
    77002(Address of principal executive
    
    
    
    (Zip code)offices)
 (713) 751-7507
  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))




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TABLE OF CONTENTS  Item 1.01. Entry into a Material Definitive AgreementItem 2.03. Creation of a Direct Financial ObligationITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITSSIGNATURESIndex to ExhibitsSecond Supplement to Note Purchase AgreementsSecond Amendment to Note Purchase AgreementsForm of Series E NoteAmended and Restated Credit AgreementPress Release    Table of Contents  
 Item 1.01. Entry into a Material Definitive Agreement.
  
 Item 2.03. Creation of a Direct Financial Obligation.
 Issuance of Senior Notes
     Amendment to Credit Agreemen t




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
    
    the higher of the federal funds rate plus an applicable margin ranging from 0.00% to
0.50% or the prime rate as announced by the agent bank; or
    
    at a rate equal to LIBOR plus an applicable margin ranging from 0.45% to 1.50%.
   
 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
 (c)
    
    Exhibits4.1
    
    Second Supplement to Note Purchase Agreements, dated as of March 28,
2007 among NRP (Operating) LLC and the purchasers signatory thereto.4.2
    
    Second Amendment, dated as of March 28, 2007, to Note Purchase
Agreements dated as of June 19, 2003 among NRP (Operating) LLC and the
purchasers signatory thereto.4.3
    
    Form of Series E Note10.1
    
    Amended and Restated Credit Agreement, dated as of March 28, 2007.99.1
    
    Natural Resource Partners L.P. press release dated as of March 29, 2007.




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SIGNATURES
  NATURAL RESOURCE PARTNERS L.P.
(Registrant)By:
    
    NRP (GP) LP 
its General PartnerBy:
    
    GP Natural Resource Partners LLC
its General Partner/s/ Wyatt L. Hogan

Wyatt L. HoganVice President and General Counsel




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##### Table of Contents



Index to Exhibits
 4.1
    
    Second Supplement to Note Purchase Agreements, dated as of March 28,
2007 among NRP (Operating) LLC and the purchasers signatory thereto.4.2
    
    Second Amendment, dated as of March 28, 2007, to Note Purchase
Agreements dated as of June 19, 2003 among NRP (Operating) LLC and the
purchasers signatory thereto.4.3
    
    Form of Series E Note10.1
    
    Amended and Restated Credit Agreement, dated as of March 28, 2007.99.1
    
    Natural Resource Partners L.P. press release dated as of March 29, 2007.