##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
      þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2008 oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number: 1-31465
 NATURAL RESOURCE PARTNERS
    L.P.
 (Exact name of registrant as
    specified in its charter)
  Delaware

35-2164875(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification Number)601 Jefferson, Suite 3600
    Houston, Texas

77002(Zip Code)(Address of principal executive
    offices)   (713) 751-7507
 (Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Units representing limited partnership interests

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None.
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
    Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2) o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE.
    None.




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##### 





Table of
    Contents
   
 Item



PagePART I1.

Business


21A.

Risk Factors


121B.

Unresolved Staff Comments


222.

Properties


223.

Legal Proceedings


304.

Submission of Matters to a Vote of Security
    Holders


30PART II5.

Market for Registrants Common Units,
    Related Unitholder Matters and Issuer Purchases of Equity
    Securities


316.

Selected Financial Data


337.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


347A.

Quantitative and Qualitative Disclosures About
    Market Risk


488.

Financial Statements and Supplementary Data


499.

Changes In and Disagreements with Accountants on
    Accounting and Financial Disclosure


689A.

Controls and Procedures


689B.

Other Information


69PART III10.

Directors and Executive Officers of the General
    Partner and Corporate Governance


7011.

Executive Compensation


7512.

Security Ownership of Certain Beneficial Owners
    and Management and Related Unitholder Matters


8413.

Certain Relationships and Related Transactions,
    and Director Independence


8614.

Principal Accounting Fees and Services


93PART IV15.

Exhibits, Financial Statement Schedules


96EX-21.1EX-31.1EX-31.2EX-32.1EX-32.2EX-99.1




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Forward-Looking
    Statements
  Form 10-K
       1




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##### Table of Contents



PART I  Item 1.
    Business      Partnership
    Structure and Management
        (304) 522-5757. (713) 751-7507.
  Coal
    Royalty Business
   2




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10-year
          Acquisitions
   3




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Coal
    Royalty Revenues, Reserves and Production
    Average Coal RoyaltyCoal Royalty Revenues


Revenue per Tonfor the Years Ended


for the Years EndedDecember 31,


December 31,2008


2007


2006


2008


2007


2006(In thousands)


($ per ton)AreaAppalachiaNorthern

$
17,074


$
16,664


$
10,231


$
2.94


$
2.29


$
1.92Central


156,109



117,820



100,487



4.34



3.29



3.14Southern


19,839



17,832



20,469



4.64



3.87



3.83Total Appalachia


193,022



152,316



131,187



4.19



3.19



3.07Illinois Basin


21,695



7,963



5,325



2.61



2.15



1.85Northern Powder River Basin


11,533



11,064



11,240



1.85



1.90



1.72Total

$
226,250


$
171,343


$
147,752


$
3.74


$
2.99


$
2.84     Production
    and Reserves
  Production for the Year Ended


Proven and Probable Reserves atDecember 31,


December 31, 20082008


2007


2006


Underground


Surface


Total(Tons in thousands)AreaAppalachiaNorthern


5,799



7,270



5,329



458,246



6,946



465,192Central


35,967



35,835



31,991



1,057,324



146,374



1,203,698Southern


4,273



4,603



5,347



156,285



33,296



189,581Total Appalachia


46,039



47,708



42,667



1,671,855



186,616



1,858,471Illinois Basin


8,313



3,709



2,877



109,247



15,574



124,821Northern Powder River Basin


6,218



5,815



6,548







113,290



113,290Total


60,570



57,232



52,092



1,781,102



315,480



2,096,582   Form 10-K
 4




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Sulfur
    Content, Typical Quality and Type of Coal
  Sulfur ContentLow


Medium


High





Typical Quality


Type of CoalCompliance


(less than


(1.0% to


(greater





Heat Content


SulfurArea

Coal(1)


1.0%)


1.5%)


than 1.5%)


Total


(Btu per pound)


(%)


Steam


Metallurgical(2)(Tons in thousands)


(Tons in thousands)AppalachiaNorthern


43,253



51,832



23,993



389,367



465,192



13,012



2.75



455,630



9,562Central


646,230



943,600



231,443



28,655



1,203,698



13,385



.87



789,253



414,445Southern


106,972



137,514



40,454



11,613



189,581



13,641



.90



144,103



45,478Total Appalachia


796,455



1,132,946



295,890



429,635



1,858,471







1.34



1,388,986



469,485Illinois Basin






59



3,693



121,069



124,821



11,777



2.49



124,821



Northern Powder River Basin






113,290











113,290



8,800



.65



113,290



Total


796,455



1,246,295



299,583



550,704



2,096,582











1,627,097



469,485     (1)
    
    Compliance coal meets the sulfur dioxide emission standards
    imposed by Phase II of the Clean Air Act without blending
    with other coals or using sulfur dioxide reduction technologies.
    Compliance coal is a subset of low sulfur coal and is,
    therefore, also reported within the amounts for low sulfur coal.(2)
    
    For purposes of this table, we have defined metallurgical coal
    reserves as reserves located in those seams that historically
    have been of sufficient quality and characteristics to be able
    to be used in the steel making process. Some of the reserves in
    the metallurgical category can also be used as steam coal.    
    future coal prices, mining economics, capital expenditures,
    severance and excise taxes, and development and reclamation
    costs;
    future mining technology improvements;
    the effects of regulation by governmental agencies; and
    geologic and mining conditions, which may not be fully
    identified by available exploration data and may differ from our
    experiences in other areas of our reserves.   5




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Coal
    Transportation and Processing Revenues
      Aggregates
    Royalty Revenues, Reserves and Production
    Oil and
    Gas Properties
    Significant
    Customers
    Competition
    Regulation
    and Environmental Matters
  General.
 6




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Air Emissions.
  cap-and-trade North
    Carolina v. EPA ,
    No. 05-1244
 7




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State of
    New Jersey v. EPA No. 05-1097 cap-and-trade
        Carbon Dioxide Emissions. -
  cap-and-trade
   8




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Surface Mining Control and Reclamation Act of
    1977.
  Hazardous Materials and Waste.
    Water Discharges.
  Ohio Valley Environmental Coalition v. Bulen
 9




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Ohio Valley Environmental Coalition v. Strock
  Kentucky Waterways Alliance,
    Inc. v. United States Army Corps of Engineers, No. 3:07-cv-00677
    The West
    Virginia Highlands Conservancy, Plaintiff, v. Dirk
    Kempthorne, Secretary of the Department of the Interior, et al.,
    Defendants, and the West Virginia Coal Association,
    Intervenor/Defendan No. 2:00-cv-1062 West Virginia Highlands
    Conservancy v. Huffman, No. 1:07-cv-87
 10




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Mine Health and Safety Laws.
      Mining Permits and Approvals.
   11




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Employees
    and Labor Relations
    Segment
    Information
    Website
    Access to Company Reports
  www.nrplp.com Form 10-K, Form 10-Q, Form 8-K
  Item 1A.
    Risk
    Factors  Risks
    Related to our Business
  We may
    not be able to expand and our business will be adversely
    affected if we are unable to replace or increase our reserves,
    obtain other mineral reserves through acquisitions or
    effectively integrate new assets into our existing
    business.
     12




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A
    substantial or extended decline in coal prices could reduce our
    coal royalty revenues and the value of our
    reserves.
    
    the supply of and demand for domestic and foreign coal;
    domestic and foreign governmental regulations and taxes;
    the price and availability of alternative fuels;
    the proximity to and capacity of transportation facilities;
    weather conditions; and
    the effect of worldwide energy conservation measures.    Our
    ability to make acquisitions and pay distributions to our
    unitholders depends, in part, upon our ability to access the
    capital markets. We may not be able to obtain long-term
    financing on acceptable terms or obtain funding under our
    current credit facility because of the deterioration of the
    credit and capital markets.
        Any
    decrease in the demand for metallurgical coal could result in
    lower coal production by our lessees, which would reduce our
    coal royalty revenues.
   13




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Some
    of our lessees may be adversely impacted by the current
    deterioration in the credit markets.
    Increased
    regulation of greenhouse gas emissions could cause a reduction
    in the use of coal as a fuel source, which could result in lower
    coal production by our lessees and reduce our coal royalty
    revenues.
  Massachusetts, et al. v.
    EPA Massachusetts
    Our
    lessees coal mining operations are subject to operating
    risks that could result in lower coal royalty revenues to
    us.
    
    the inability to acquire necessary permits or mining or surface
    rights;
    changes or variations in geologic conditions, such as the
    thickness of the coal deposits and the amount of rock embedded
    in or overlying the coal deposit;
    changes in governmental regulation of the coal industry or the
    electric utility industry; 14




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
    mining and processing equipment failures and unexpected
    maintenance problems;
    interruptions due to transportation delays;
    adverse weather and natural disasters, such as heavy rains and
    flooding;
    labor-related interruptions; and
    fires and explosions.      Our
    lessees are subject to federal, state and local laws and
    regulations that may limit their ability to produce and sell
    coal from our properties.
      If our
    lessees do not manage their operations well, their production
    volumes and our coal royalty revenues could
    decrease.
    
    marketing of the coal mined;
    mine plans, including the amount to be mined and the method of
    mining;
    processing and blending coal;
    expansion plans and capital expenditures;
    credit risk of their customers;
    permitting;
    insurance and surety bonding;
    acquisition of surface rights and other mineral estates;
    employee wages;
    coal transportation arrangements; 15




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
    compliance with applicable laws, including environmental
    laws; and
    mine closure and reclamation.    Fluctuations
    in transportation costs and the availability or reliability of
    transportation could reduce the production of coal mined from
    our properties.
      Lessees
    could satisfy obligations to their customers with coal from
    properties other than ours, depriving us of the ability to
    receive amounts in excess of minimum royalty
    payments.
    Our
    growing coal infrastructure business exposes us to risks that we
    do not experience in the royalty business.
  sub-contracted
  Our
    reserve estimates depend on many assumptions that may be
    inaccurate, which could materially adversely affect the
    quantities and value of our reserves.
   16




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
    future coal prices, operating costs, capital expenditures,
    severance and excise taxes, and development and reclamation
    costs;
    future mining technology improvements;
    the effects of regulation by governmental agencies; and
    geologic and mining conditions, which may not be fully
    identified by available exploration data and may differ from our
    experiences in areas where our lessees currently mine.    A
    lessee may incorrectly report royalty revenues, which might not
    be identified by our lessee audit process or our mine inspection
    process or, if identified, might be identified in a subsequent
    period.
    Risks
    Inherent in an Investment in Natural Resource Partners
    L.P.
  Cash
    distributions are not guaranteed and may fluctuate with our
    performance and the establishment of financial
    reserves.
    Cost
    reimbursements due to our general partner may be substantial and
    will reduce our cash available for distribution to
    unitholders.
    Unitholders
    may not be able to remove our general partner even if they wish
    to do so.
     17




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2 3
    
    generally, if a person acquires 20% or more of any class of
    units then outstanding other than from our general partner or
    its affiliates, the units owned by such person cannot be voted
    on any matter; and
    limitations upon the ability of unitholders to call meetings or
    to acquire information about our operations, as well as other
    limitations upon the unitholders ability to influence the
    manner or direction of management.    We may
    issue additional common units without unitholder approval, which
    would dilute a unitholders existing ownership
    interests.
    
    an existing unitholders proportionate ownership interest
    in NRP will decrease;
    the amount of cash available for distribution on each unit may
    decrease;
    the relative voting strength of each previously outstanding unit
    may be diminished; and
    the market price of the common units may decline.  Our
    general partner has a limited call right that may require
    unitholders to sell their units at an undesirable time or
    price.
    Unitholders
    may not have limited liability if a court finds that unitholder
    actions constitute control of our business.
  Section 17-607
 18




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Conflicts
    of interest could arise among our general partner and us or the
    unitholders.
    
    we do not have any employees and we rely solely on employees of
    affiliates of the general partner;
    under our partnership agreement, we reimburse the general
    partner for the costs of managing and for operating the
    partnership;
    the amount of cash expenditures, borrowings and reserves in any
    quarter may affect cash available to pay quarterly distributions
    to unitholders;
    the general partner tries to avoid being liable for partnership
    obligations. The general partner is permitted to protect its
    assets in this manner by our partnership agreement. Under our
    partnership agreement the general partner would not breach its
    fiduciary duty by avoiding liability for partnership obligations
    even if we can obtain more favorable terms without limiting the
    general partners liability;
    under our partnership agreement, the general partner may pay its
    affiliates for any services rendered on terms fair and
    reasonable to us. The general partner may also enter into
    additional contracts with any of its affiliates on behalf of us.
    Agreements or contracts between us and our general partner (and
    its affiliates) are not necessarily the result of arms length
    negotiations; and
    the general partner would not breach our partnership agreement
    by exercising its call rights to purchase limited partnership
    interests or by assigning its call rights to one of its
    affiliates or to us.  The
    control of our general partner may be transferred to a third
    party without unitholder consent. A change of control may result
    in defaults under certain of our debt instruments and the
    triggering of payment obligations under compensation
    arrangements.
    and/or
  Tax Risks
    to Common Unitholders
  Our
    tax treatment depends on our status as a partnership for federal
    income tax purposes as well as our not being subject to a
    material amount of entity-level taxation by individual states.
    If the IRS were to treat us as a corporation for federal income
    tax purposes or we were to become subject to additional amounts
    of entity-level taxation for state tax purposes, then our cash
    available for distribution to you would be substantially
    reduced.
     19




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If the
    IRS contests the federal income tax positions we take, the
    market for our common units may be adversely impacted and the
    cost of any IRS contest will reduce our cash available for
    distribution to you.
    You
    will be required to pay taxes on your share of our income even
    if you do not receive any cash distributions from
    us.
    Tax
    gain or loss on the disposition of our common units could be
    more or less than expected.
   20




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Tax-exempt
    entities and
    non-U.S.
    persons face unique tax issues from owning our common units that
    may result in adverse tax consequences to them.
  non-U.S. persons non-U.S. persons non-U.S. persons non-U.S. person,
  We
    will treat each purchaser of common units as having the same tax
    benefits without regard to the actual common units purchased.
    The IRS may challenge this treatment, which could adversely
    affect the value of the common units.
    We
    prorate our items of income, gain, loss and deduction between
    transferors and transferees of our units each month based upon
    the ownership of our units on the first day of each month,
    instead of on the basis of the date a particular unit is
    transferred. The IRS may challenge this treatment, which could
    change the allocation of items of income, gain, loss and
    deduction among our unitholders.
    A
    unitholder whose units are loaned to a short seller
    to cover a short sale of units may be considered as having
    disposed of those units. If so, he would no longer be treated
    for tax purposes as a partner with respect to those units during
    the period of the loan and may recognize gain or loss from the
    disposition.
    We
    will adopt certain valuation methodologies that may result in a
    shift of income, gain, loss and deduction between the general
    partner and the unitholders. The IRS may challenge this
    treatment, which could adversely affect the value of the common
    units.
   21




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The
    sale or exchange of 50% or more of our capital and profits
    interests during any twelve-month period will result in the
    termination of our partnership for federal income tax
    purposes.
    As a
    result of investing in our common units, you may become subject
    to state and local taxes and return filing requirements in
    jurisdictions where we operate or own or acquire
    property.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties  Major
    Coal Properties
   22




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Northern
    Appalachia
  Beaver Creek.
  AFG-Southwest PA.
  Kingwood.
  Gatling.
   23




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Central
    Appalachia
  VICC/Alpha.
  D.D. Shepard.
 24




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Lynch.
  Dingess-Rum.
  VICC/Kentucky Land.
  Pardee.
  Lone Mountain.
   25




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26




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Southern
    Appalachia
  BLC Properties.
  Oak Grove.
    
 27




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Illinois
    Basin
  Williamson Development.
  Hocking-Wolford/Cummings.
  Sato.
    
  Northern
    Powder River Basin
  Western Energy. four-unit
 28




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Title to
    Property
  rights-of-way,
   29




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Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   30




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PART II  Item 5.
    Market
    for Registrants Common Units, Related Unitholder Matters
    and Issuer Purchases of Equity Securities    two-for-one
  Cash Distribution HistoryPrice Range


Per


Record


PaymentHigh


Low


Unit


Date


Date2007First Quarter

$
33.89


$
28.18


$
0.4550



05/01/2007



05/14/2007Second Quarter

$
38.94


$
31.60


$
0.4650



08/01/2007



08/14/2007Third Quarter

$
43.00


$
26.38


$
0.4750



11/01/2007



11/14/2007Fourth Quarter

$
35.61


$
29.71


$
0.4850



02/01/2008



02/14/20082008First Quarter

$
33.99


$
24.61


$
0.4950



05/01/2008



05/14/2008Second Quarter

$
41.65


$
28.42


$
0.5150



08/01/2008



08/14/2008Third Quarter

$
41.20


$
22.75


$
0.5250



11/03/2008



11/14/2008Fourth Quarter

$
25.99


$
12.66


$
0.5350



02/05/2009



02/13/2009     Percentage
    Allocations of Available Cash from Operating Surplus
  Total Quarterly

Marginal Percentage Interest inDistribution Target

Distributions PaidAmount

Unitholders


General Partner


Holders of IDRsMinimum Quarterly Distribution

$0.25625


98
%


2
%


First Target Distribution

$0.25625 up to $0.28125


98
%


2
%


Second Target Distribution

above $0.28125 up to $0.33125


85
%


2
%


13
%Third Target Distribution

above $0.33125 up to $0.38125


75
%


2
%


23
%Thereafter

above $0.38125


50
%


2
%


48
%  31




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Cash
    Distributions to Partners
  OtherGeneral


Limited


Holders of


TotalPartner


Partners


IDRs


Distributions(In thousands)2006Distributions

$
1,847


$
81,660


$



$
83,507IDR Distributions


5,756







3,099



8,855Total Distributions


7,603



81,660



3,099



92,3622007Distributions


2,939



118,858







121,797IDR Distributions


16,404







8,832



25,236Total Distributions


19,343



118,858



8,832



147,0332008Distributions


3,426



131,080







134,506IDR Distributions


23,921







12,880



36,801Total Distributions

$
27,347


$
131,080


$
12,880


$
171,307    32




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Item 6.
    Selected
    Financial Data    NATURAL
    RESOURCE PARTNERS L.P.
  For the Years Ended December 31,2008


2007


2006


2005


2004(In thousands, except per unit and per ton data)Income Statement Data:Revenues:Coal royalties and related revenues

$
259,271


$
185,896


$
152,243


$
145,990


$
111,441Aggregate royalties


9,119



7,434



538







Oil and gas royalties


7,902



4,930



4,220



3,180



1,907Property taxes


9,800



10,285



5,971



6,516



5,349Other


5,573



6,440



7,701



3,367



2,735Total revenues


291,665



214,985



170,673



159,053



121,432Expenses:Depreciation, depletion and amortization


64,254



51,391



29,695



33,730



30,077General and administrative


13,922



20,048



15,520



12,319



11,503Property, franchise and other taxes


13,558



13,613



8,122



8,142



6,835Other


2,924



1,634



1,560



3,392



2,045Total expenses


94,658



86,686



54,897



57,583



50,460Income from operations


197,007



128,299



115,776



101,470



70,972Other, net


(27,001
)


(25,800
)


(13,686
)


(9,631
)


(11,978
)Net income

$
170,006


$
102,499


$
102,090


$
91,839


$
58,994Balance Sheet Data (at period end):Land, equipment, coal and other mineral rights, net

$
1,174,067


$
1,222,094


$
845,531


$
610,506


$
537,565Total assets


1,301,340



1,320,031



939,493



684,996



599,926Long-term debt


478,822



496,057



454,291



221,950



156,300Partners capital


743,341



744,591



435,687



425,908



409,192Other Data:Royalty coal tons produced by lessees


60,570



57,232



52,092



53,606



48,357Average gross coal royalty revenue per ton

$
3.74


$
2.99


$
2.84


$
2.65


$
2.20Aggregate tons produced by lessee


4,791



5,698



412







Average gross aggregate royalty revenue per ton

$
1.31


$
1.19


$
1.11







Basic and diluted net income per limited partner unit

$
1.97


$
1.26


$
1.74


$
1.70


$
1.15Weighted average number of units outstanding


64,891



64,505



50,682



50,682



49,602Distributions per limited partner unit

$
2.070


$
1.880


$
1.670


$
1.450


$
1.238  33




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##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following discussion of the financial condition and
    results of operations should be read in conjunction with the
    historical financial statements and notes thereto included
    elsewhere in this filing. For more detailed information
    regarding the basis of presentation for the following financial
    information, see the Notes to the Consolidated Financial
    Statements.
  Executive
    Overview
  Our
    Business
          Current
    Market Conditions and our Liquidity
     34




---



##### Table of Contents



Current
    Results and Outlook
            Distributable
    Cash Flow
     35




---



##### Table of Contents



Reconciliation
    of GAAP Net cash provided by operating activities
    to Non-GAAP Distributable cash flow
  For the Years Ended December 31,2008


2007


2006Net cash provided by operating activities

$
229,956


$
168,153


$
138,843Less scheduled principal payments


(17,234
)


(9,350
)


(9,350
)Less reserves for future principal payments


(17,235
)


(13,388
)


(9,600
)Add reserves used for scheduled principal payments


17,234



9,400



9,400Distributable cash flow

$
212,721


$
154,815


$
129,293   Recent
    Acquisitions
    Macoupin.
  Coal Properties.
  Mid-Vol Coal Preparation Plant.
  Licking River Preparation Plant.
  Massey Energy.
  National Resources.
  Cheyenne Resources.
  Mettiki.
 36




---



##### Table of Contents



Westmoreland.
  Dingess-Rum.
  Cline.
  Critical
    Accounting Policies
  Coal and Aggregate Royalties.
  Coal Processing and Transportation Fees.
  Oil and Gas Royalties.
  Minimum Royalties.
  Depreciation and Depletion. units-of-production
 37




---



##### Table of Contents



Asset Impairment.
  Share-Based Payments.
  Recent
    Accounting Pronouncements
  Fair Value Measurements. No. 157-2, Effective Date of FASB Statement No. 157,
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities
  Business Combinations
  Non-controlling Interests in Consolidated Financial
    Statements,
  No. 07-4,
 38




---



##### Table of Contents



No. 07-4 No. 07-4
  No. 03-6-1 No. 03-6-1 No. EITF 03-6-1,
 39




---



##### Table of Contents



Results
    of Operations
  Summary
    of 2008 and 2007 Royalties and Production
  For the Years EndedDecember 31,


Increase


Percentage2008


2007


(Decrease)


Change(In thousands, except percent and per ton data)Coal royaltiesAppalachiaNorthern

$
17,074


$
16,664


$
410



2
%Central


156,109



117,820



38,289



32
%Southern


19,839



17,832



2,007



11
%Total Appalachia


193,022



152,316



40,706



27
%Illinois Basin


21,695



7,963



13,732



172
%Northern Powder River Basin


11,533



11,064



469



4
%Total

$
226,250


$
171,343


$
54,907



32
%Production (tons)AppalachiaNorthern


5,799



7,270



(1,471
)


(20
)%Central


35,967



35,835



132



<1
%Southern


4,273



4,603



(330
)


(7
)%Total Appalachia


46,039



47,708



(1,669
)


(3
)%Illinois Basin


8,313



3,709



4,604



124
%Northern Powder River Basin


6,218



5,815



403



7
%Total


60,570



57,232



3,338



6
%Average gross royalty revenue per tonAppalachiaNorthern

$
2.94


$
2.29


$
0.65



28
%Central


4.34



3.29



1.05



32
%Southern


4.64



3.87



.77



20
%Total Appalachia


4.19



3.19



1.00



31
%Illinois Basin


2.61



2.15



.46



21
%Northern Powder River Basin


1.85



1.90



(.05
)


(3
)%Combined average gross royalty revenue per ton


3.74



2.99



.75



25
%AggregatesRoyalty revenues

$
6,275


$
6,778


$
(503
)


(7
)%Aggregate Bonus Royalty

$
2,844


$
656


$
2,188



334
%Production


4,791



5,698



(907
)


(16
)%Average gross royalty revenue per ton

$
1.31


$
1.19


$
0.12



10
%  40




---



##### Table of Contents



Coal
    Royalty Revenues and Production
    Appalachia.
  Illinois Basin.
  Northern Powder River Basin.
  Aggregates
    Royalty Revenues and Production
   41




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##### Table of Contents



Summary
    of 2007 and 2006 Royalties and Production
  For the Years EndedDecember 31,


Increase


Percentage2007


2006


(Decrease)


Change(In thousands, except percent and per ton data)Coal royaltiesAppalachiaNorthern

$
16,664


$
10,231


$
6,433



63
%Central


117,820



100,487



17,333



17
%Southern


17,832



20,469



(2,637
)


(13
)%Total Appalachia


152,316



131,187



21,129



16
%Illinois Basin


7,963



5,325



2,638



50
%Northern Powder River Basin


11,064



11,240



(176
)


(2
)%Total

$
171,343


$
147,752


$
23,591



16
%Production (tons)AppalachiaNorthern


7,270



5,329



1,941



36
%Central


35,835



31,991



3,844



12
%Southern


4,603



5,347



(744
)


(14
)%Total Appalachia


47,708



42,667



5,041



12
%Illinois Basin


3,709



2,877



832



29
%Northern Powder River Basin


5,815



6,548



(733
)


(11
)%Total


57,232



52,092



5,140



10
%Average gross royalty revenue per tonAppalachiaNorthern

$
2.29


$
1.92


$
0.37



19
%Central


3.29



3.14



0.15



5
%Southern


3.87



3.83



0.04



1
%Total Appalachia


3.19



3.07



0.12



4
%Illinois Basin


2.15



1.85



0.30



16
%Northern Powder River Basin


1.90



1.72



0.18



10
%Combined average gross royalty revenue per ton


2.99



2.84



0.15



5
%AggregatesRoyalty revenues

$
6,778


$
456


$
6,322



1386
%Aggregate Bonus Royalty


656



82



574



7
%Production


5,698



412



5,286



1283
%Average gross royalty revenue per ton

$
1.19


$
1.11


$
0.08



7
%   Coal
    Royalty Revenues and Production
    Appalachia.
 42




---



##### Table of Contents



Illinois Basin.
  Northern Powder River Basin.
  Aggregates
    Royalty Revenues and Production
    Other
    Operating Results for the Years Ended December 31, 2008,
    2007 and 2006
  Other revenues.
  Operating costs and expenses.
  
    Depletion and amortization of $64.3 million,
    $51.4 million and $29.7 million for the years ended
    December 31, 2008, 2007 and 2006, respectively.
    Fluctuations in depletion are dependent on the depletion rates
    where coal is mined, which can cause total depletion to be lower
    in periods where production is actually up. The new properties
    that we acquired in 2007 and at the end of 2006 are being
    depleted at much higher rates than our older properties,
    resulting in the significant increase in 2007 and 2008.
    General and administrative expenses of $13.9 million,
    $20.0 million and $15.5 million for the years ended
    December 31, 2008, 2007 and 2006, respectively. The
    increase in general and administrative expenses from 2006 to
    2007 is primarily attributable to additional expenses required
    to manage a larger portfolio of properties as well as an
    increase in incentive compensation accrual partially
    attributable to the adoption of FAS 123R in 2006 as well as
    the steady increase in our unit price. During 2008, we
    experienced a decrease in the accrual for our long term
    incentive plan due to a decrease in our unit price which
    resulted in lower general and administrative expense for 2008.
    Property, franchise and other taxes of $13.6 million,
    $13.6 million and $8.1 million for the years ended
    December 31, 2008, 2007 and 2006, respectively. The
    significant increase in 2007 was primarily due to taxes on
    additional properties we have acquired. A substantial portion of
    our property taxes is reimbursed to us by our lessees and is
    reflected as property tax revenue on our statement of income.  Interest Expense.
  Related
    Party Transactions
  Partnership
    Agreement
   43




---



##### Table of Contents



The
    Cline Group
    Second Contribution Agreement.
  Restricted Business Contribution Agreement.
  Investor Rights Agreement.
 44




---



##### Table of Contents



Quintana
    Capital Group GP, Ltd.
  Form 10-K.
  5-person
    Office
    Building in Huntington, West Virginia
    Liquidity
    and Capital Resources
  Cash
    Flows and Capital Expenditures
       45




---



##### Table of Contents



Contractual
    Obligations and Commercial Commitments
  Long-Term
    Debt
    
    $48.0 million of our $300 million floating rate
    revolving credit facility, due March 2012;
    $35.0 million of 5.55% senior notes due 2013;
    $49.8 million of 4.91% senior notes due 2018;
    $92.3 million of 5.05% senior notes due 2020;
    $2.5 million of 5.31% utility local improvement obligation
    due 2021;
    $43.5 million of 5.55% senior notes due 2023; and
    $225.0 million of 5.82% senior notes due 2024.    Credit Facility.
 46




---



##### Table of Contents




    the higher of the federal funds rate plus an applicable margin
    ranging from 0% 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%.      
    a ratio of consolidated indebtedness to consolidated EBITDDA (as
    defined in the credit agreement) of 3.75 to 1.0 for the four
    most recent quarters; provided however, if during one of those
    quarters we have made an acquisition, then the ratio shall not
    exceed 4.0 to 1.0 for the quarter in which the acquisition
    occurred and (1) if the acquisition is in the first half of
    the quarter, the next two quarters or (2) if the
    acquisition is in the second half of the quarter, the next three
    quarters; and
    a ratio of consolidated EBITDDA to consolidated fixed charges
    (consisting of consolidated interest expense and consolidated
    lease operating expense) of 4.0 to 1.0 for the four most recent
    quarters.  Senior Notes.
    
    not permit debt secured by certain liens and debt of
    subsidiaries to exceed 10% of consolidated net tangible assets
    (as defined in the note purchase agreement); and
    maintain the ratio of consolidated EBITDA to consolidated fixed
    charges (consisting of consolidated interest expense and
    consolidated operating lease expense) at not less than 3.5 to
    1.0.    Payments Due by Period(1)Contractual Obligations

Total


2009


2010


2011


2012


2013


ThereafterLong-term debt (including current maturities)

$
682.9


$
41.7


$
55.8


$
53.4


$
98.9


$
83.3


$
349.8Rental lease


5.3



0.5



0.5



0.5



0.5



0.5



2.8Total

$
688.2


$
42.2


$
56.3


$
53.9


$
99.4


$
83.8


$
352.6     (1)
    
    The amounts indicated in the table include principal and
    interest due on our senior notes, as well as the utility local
    improvement obligation related to our property in DuPont,
    Washington. The table includes the $48.0 million
    outstanding principal balance at December 31, 2008 under
    our credit facility, which matures in March 2012. On
    January 1, 2009, we entered into a ten year lease agreement
    for the rental of office space from Western Pocahontas
    Properties Limited Partnership. The rental obligations from this
    lease are included in the table above.  Two-for-One
    Limited Partner Unit Split
  two-for-one
 47




---



##### Table of Contents



Off-Balance
    Sheet Transactions
    Inflation
    Environmental
    Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk    Commodity
    Price Risk
    Interest
    Rate Risk
   48




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data  INDEX TO
    FINANCIAL STATEMENTS
   
 PageReport of independent registered public
    accounting firm


50Balance sheets as of December 31, 2008, and
    2007


51Income statements for the years ended
    December 31, 2008, 2007, and 2006


52Statements of partners capital for the
    years ended December 31, 2008, 2007, and 2006


53Statements of cash flows for the years ended
    December 31, 2008, 2007, and 2006


54Notes to financial statements


55   49




---



##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
    CONSOLIDATED FINANCIAL STATEMENTS
 REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                50




---



##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
  CONSOLIDATED
    BALANCE SHEETS
  December 31,


December 31,2008


2007(In thousands, except forunit information)ASSETSCurrent assets:Cash and cash equivalents

$
89,928


$
58,341Restricted cash






6,240Accounts receivable, net of allowance for doubtful accounts


31,883



27,643Accounts receivable  affiliate


1,351



1,005Other


934



1,009Total current assets


124,096



94,238Land


24,343



24,343Plant and equipment, net


67,204



61,441Coal and other mineral rights, net


979,692



1,030,088Intangible assets


102,828



106,222Loan financing costs, net


2,679



3,098Other assets, net


498



601Total assets

$
1,301,340


$
1,320,031LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable and accrued liabilities

$
861


$
2,606Accounts payable  affiliate


365



104Current portion of long-term debt


17,235



17,234Accrued incentive plan expenses  current portion


3,179



3,993Property, franchise and other taxes payable


6,122



6,415Accrued interest


6,419



6,276Total current liabilities


34,181



36,628Deferred revenue


40,754



36,286Accrued incentive plan expenses


4,242



6,469Long-term debt


478,822



496,057Partners capital:Common units outstanding: 64,891,136


727,965



731,113General partners interest


15,148



14,177Holders of incentive distribution rights


876



Accumulated other comprehensive loss


(648
)


(699
)Total partners capital


743,341



744,591Total liabilities and partners capital

$
1,301,340


$
1,320,031    51




---



##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
  CONSOLIDATED
    STATEMENTS OF INCOME
  For the Years Ended December 31,2008


2007


2006(In thousands, except per unit data)Revenues:Coal royalties

$
226,250


$
171,343


$
147,752Aggregate royalties


9,119



7,434



538Coal processing fees


8,781



4,824



1,452Transportation fees


11,656



3,984



Oil and gas royalties


7,902



4,930



4,220Property taxes


9,800



10,285



5,971Minimums recognized as revenue


1,257



1,951



2,082Override royalties


11,327



3,794



957Other


5,573



6,440



7,701Total revenues


291,665



214,985



170,673Operating costs and expenses:Depreciation, depletion and amortization


64,254



51,391



29,695General and administrative


13,922



20,048



15,520Property, franchise and other taxes


13,558



13,613



8,122Transportation costs


1,416



298



Coal royalty and override payments


1,508



1,336



1,560Total operating costs and expenses


94,658



86,686



54,897Income from operations


197,007



128,299



115,776Other income (expense)Interest expense


(28,356
)


(28,690
)


(16,423
)Interest income


1,355



2,890



2,737Net income

$
170,006


$
102,499


$
102,090Net income attributable to:General partner

$
28,318


$
14,315


$
9,717Holders of incentive distribution rights

$
13,756


$
7,216


$
4,133Limited partners

$
127,932


$
80,968


$
88,240Basic and diluted net income per limited partner unit:Common

$
1.97


$
1.26


$
1.74Subordinated

$



$
1.26


$
1.74Weighted average number of units outstanding:Common


64,891



54,582



34,366Subordinated






9,923



16,316    52




---



##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
  STATEMENT
    OF PARTNERS CAPITAL
  Holdersof Incentive


AccumulatedGeneral


Distribution


OtherCommon Units


Subordinated Units


Partner


Rights


ComprehensiveUnits


Amounts


Units


Amounts


Amounts


Amounts


Income (Loss)


Total(In thousands, except unit data)Balance at December 31, 2005


33,650,614


$
292,990



17,030,456


$
123,114


$
10,024


$
582


$
(802
)

$
425,908Subordinated units converted to common


5,676,822



40,775



(5,676,822
)


(40,775
)














Redemption of fractional units upon conversion of subordinated
    units


(6
)


























Distributions to unitholders






(54,220
)






(27,440
)


(7,603
)


(3,099
)






(92,362
)Net income for the year ended December 31, 2006






59,367







28,873



9,717



4,133







102,090Loss on interest hedge


























51



51Comprehensive income


























51



102,141Balance at December 31, 2006


39,327,430


$
338,912



11,353,634


$
83,772


$
12,138


$
1,616


$
(751
)

$
435,687Issuance of units for acquisitions


14,210,072



346,319











4,422











350,741Subordinated units converted to common


11,353,634



75,444



(11,353,634
)


(75,444
)














Capital contribution


















2,645











2,645Distributions to unitholders






(98,023
)






(20,835
)


(19,343
)


(8,832
)






(147,033
)Net income for the year endedDecember 31, 2007






68,461







12,507



14,315



7,216







102,499Loss on interest hedge


























52



52Comprehensive income


























52



102,551Balance at December 31, 2007


64,891,136


$
731,113










$
14,177






$
(699
)

$
744,591Distributions to unitholders






(131,080
)










(27,347
)


(12,880
)






(171,307
)Net income for the year ended December 31, 2008






127,932











28,318



13,756







170,006Loss on interest hedge


























51



51Comprehensive income


























51



170,057Balance at December 31, 2008


64,891,136


$
727,965










$
15,148


$
876


$
(648
)

$
743,341    53




---



##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  For the Years Ended December 31,2008


2007


2006(In thousands)Cash flows from operating activities:Net income

$
170,006


$
102,499


$
102,090Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation, depletion and amortization


64,254



51,391



29,695Non-cash interest charge


278



443



349Gain(loss) on sale of assets


33



(1,236
)


(3,471
)Change in operating assets and liabilities:Accounts receivable


(4,586
)


(5,270
)


(1,426
)Other assets


178



178



(579
)Accounts payable and accrued liabilities


(1,484
)


(464
)


381Accrued interest


143



2,430



2,312Deferred revenue


4,468



15,632



5,803Accrued incentive plan expenses


(3,041
)


465



3,497Property, franchise and other taxes payable


(293
)


2,085



192Net cash provided by operating activities


229,956



168,153



138,843Cash flows from investing activities:Acquisition of land, coal and other mineral rights


(5,500
)


(58,124
)


(240,517
)Acquisition or construction of plant and equipment


(10,568
)


(16,695
)


(24,248
)Proceeds from sale of assets






1,425



7,051Change in restricted accounts


6,240



(6,240
)


Net cash used in investing activities


(9,828
)


(79,634
)


(257,714
)Cash flows from financing activities:Proceeds from loans






285,400



254,000Deferred financing costs






(1,292
)


(64
)Repayments of loans


(17,234
)


(235,942
)


(24,350
)Distributions to partners


(171,307
)


(147,033
)


(92,362
)Contributions by general partner






2,645



Net cash (used in) provided by financing activities


(188,541
)


(96,222
)


137,224Net increase (decrease) in cash and cash equivalents


31,587



(7,703
)


18,353Cash and cash equivalents at beginning of period


58,341



66,044



47,691Cash and cash equivalents at end of period

$
89,928


$
58,341


$
66,044Supplemental cash flow information:Cash paid during the period for interest

$
27,735


$
25,771


$
13,734Non-cash financing activities:Equity issued for business combinations

$



$
330,064


$
Assets contributed by general partner in business combination






4,422



Liability assumed in business combination






1,989



Equity issued for assets purchased






16,255



Utility improvement obligation acquired










2,883    54




---



##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Basis of
    Presentation and Organization        2.
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation
    Reclassification
    Business
    Combinations
    Fair
    Value Measurements
  Fair
    Value Measurements
 55




---



##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      
    Level 1  Quoted prices in active markets for
    identical assets or liabilities.
    Level 2  Observable inputs other than
    Level 1 prices, such as quoted prices for similar assets or
    liabilities; quoted prices in markets that are not active; or
    other inputs that are observable or can be corroborated by
    observable market data for substantially the full term of the
    assets or liabilities.
    Level 3  Unobservable inputs that are supported
    by little or no market activity and that are significant to the
    fair value of the assets or liabilities. Level 3 assets and
    liabilities include financial instruments whose value is
    determined using pricing models, discounted cash flow
    methodologies, or similar techniques, as well as instruments for
    which the determination of fair value requires significant
    management judgment or estimation.    Use of
    Estimates
    Cash
    Equivalents and Restricted Cash
    Accounts
    Receivable
   56




---



##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Land,
    Coal and Mineral Rights
  unit-of-production
  Plant
    and Equipment
    Asset
    Impairment
    Concentration
    of Credit Risk
    Deferred
    Financing Costs
    Revenues
  Coal and Aggregate Royalties.
  Coal Processing and Transportation Fees.
 57




---



##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Oil and Gas Royalties.
  Minimum Royalties.
  Property
    Taxes
    Income
    Taxes
    Share-Based
    Payment
    New
    Accounting Standard
  Fair Value Measurements. No. 157-2, Effective Date of FASB Statement No. 157,
 58




---



##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    The
    Fair Value Option for Financial Assets and Financial
    Liabilities
  Business Combinations
  Non-controlling Interests in Consolidated Financial
    Statements,
  No. 07-4, No. 07-4 No. 07-4
  No. 03-6-1 No. 03-6-1
 59




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##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  No. EITF 03-6-1,
  3.
    Acquisitions
    and Business Combinations      Dingess-Rum


Cline(In thousands)Land, plant and equipment

$
7,935


$
17,783Coal and other mineral rights


105,573



98,866Other assets






72Intangible assets






107,557Equity consideration


113,396



216,668Assets contributed by General Partner






4,422Transaction costs and liabilities assumed


112



3,188   4.
    Allowance
    for Doubtful Accounts    2008


2007


2006(In thousands)Balance, January 1

$
1,272


$
906


$
85Provision charged to operations:Additions to the reserve


366



871



822Collections of previously reserved accounts


(1,037
)


(505
)


(1
)Total charged (credited) to operations


(671
)


366



821Non-recoverable balances written off


(235
)






Balance, December 31

$
366


$
1,272


$
906  60




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##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   5.
    Plant and
    Equipment    December 31,


December 31,2008


2007(In thousands)Plant construction in process

$
8,524


$
11,238Plant and equipment at cost


68,197



54,758Less accumulated depreciation


(9,517
)


(4,555
)Net book value

$
67,204


$
61,441   For the Years EndedDecember 31,2008


2007


2006(In thousands)Total depreciation expense on plant and equipment

$
4,965


$
3,904


$
556   6.
    Coal and
    Other Mineral Rights    December 31,


December 31,2008


2007(In thousands)Coal and other mineral rights

$
1,253,314


$
1,247,814Less accumulated depletion and amortization


(273,622
)


(217,726
)Net book value

$
979,692


$
1,030,088   For the Years EndedDecember 31,2008


2007


2006(In thousands)Total depletion and amortization expense on coal and other
    mineral interests

$
55,896


$
45,519


$
28,487   7.
    Intangible
    Assets    As of December 31, 2008GrossCarrying


AccumulatedAmount


Amortization(In thousands)Finite-lived intangible assetsAbove market transportation contracts

$
82,276


$
3,683Above market coal leases


25,281



1,046$
107,557


$
4,729  61




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##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Estimated amortization expense (In thousands)For year ended December 31, 2009


4,231For year ended December 31, 2010


5,026For year ended December 31, 2011


5,390For year ended December 31, 2012


5,390For year ended December 31, 2013


5,390   8.
    Long-Term
    Debt    December 31,


December 31,2008


2007(In thousands)$300 million floating rate revolving credit facility, due
    March 2012

$
48,000


$
48,0005.55% senior notes, with semi-annual interest payments in
    June and December, maturing June 2013


35,000



35,0004.91% senior notes, with semi-annual interest payments in
    June and December, with annual principal payments in June,
    maturing in June 2018


49,750



55,8005.05% senior notes, with semi-annual interest payments in
    January and July, with scheduled principal payments beginning
    July 2008, maturing in July 2020


92,308



100,0005.31% utility local improvement obligation, with annual
    principal and interest payments, maturing in March 2021


2,499



2,6915.55% senior notes, with semi-annual interest payments in
    June and December, with annual principal payments in June,
    maturing in June 2023


43,500



46,8005.82% senior notes, with semi-annual interest payments in
    March and September, with scheduled principal payments beginning
    March 2010, maturing in March 2024


225,000



225,000Total debt


496,057



513,291Less  current portion of long term debt


(17,235
)


(17,234
)Long-term debt

$
478,822


$
496,057     2009

$
17,2352010


32,2342011


31,5172012


78,8012013


30,200Thereafter


306,070$
496,057  62




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##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          
    a ratio of consolidated indebtedness to consolidated EBITDDA (as
    defined in the credit agreement) of 3.75 to 1.0 for the four
    most recent quarters; provided however, if during one of those
    quarters we have made an acquisition, then the ratio shall not
    exceed 4.0 to 1.0 for the quarter in which the acquisition
    occurred and (1) if the acquisition is in the first half of
    the quarter, the next two quarters or (2) if the
    acquisition is in the second half of the quarter, the next three
    quarters; and
    a ratio of consolidated EBITDDA to consolidated fixed charges
    (consisting of consolidated interest expense and consolidated
    lease operating expense) of 4.0 to 1.0 for the four most recent
    quarters.  9.
    Net
    Income Per Unit Attributable to Limited Partners    10.
    Related
    Party Transactions  Reimbursements
    to Affiliates of our General Partner
     63




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##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Transactions
    with Cline Affiliates
      Quintana
    Capital Group GP, Ltd.
    5-person
    Office
    Building in Huntington, West Virginia
   64




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##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    Commitments
    and Contingencies  Legal
    Environmental
    Compliance
    Lease
    12.
    Major
    Lessees    For the Years Ended December 31,2008


2007


2006Revenues


Percent


Revenues


Percent


Revenues


Percent(Dollars in thousands)Lessee A

$
31,958



11.0
%

$
21,025



10.0
%

$
23,146



14.0
%   13.
    Incentive
    Plans     65




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##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Outstanding grants at the beginning of the period


507,466Grants during the period


171,328Grants vested and paid during the period


(105,230
)Forfeitures during the period


(2,280
)Outstanding grants at the end of the period


571,284       14.
    Subsequent
    Events (Unaudited)  Acquisitions
    Distributions
   66




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##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  16.
    Supplemental
    Financial Data (Unaudited)  Selected
    Quarterly Financial Information
    (In thousands, except per unit data)
  First


Second


Third


Fourth2008

Quarter


Quarter


Quarter


QuarterTotal revenues

$
64,055


$
75,592


$
76,196


$
75,822Income from operations


40,768



47,105



53,882



55,252Net income

$
33,852


$
40,353


$
47,338


$
48,463Basic and diluted net income per limited partner unit

$
0.40


$
0.47


$
0.55


$
0.55Weighted average number of units outstanding:Common


64,891



64,891



64,891



64,891   First


Second


Third


Fourth2007

Quarter


Quarter


Quarter


QuarterTotal revenues

$
50,207


$
51,097


$
56,366


$
57,315Income from operations


28,391



29,078



35,316



35,514Net income

$
21,881


$
22,631


$
28,928


$
29,059Basic and diluted net income per limited partner unit

$
0.28


$
0.28


$
0.35


$
0.35Weighted average number of units outstanding:Common


50,893



52,925



53,537



59,214Subordinated


11,354



11,354



11,354



5,677Class B


1,048



607







  67




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##### Table of Contents



Item 9.
    Changes
    In and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rule 13a-15(e)
  Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f).
  Form 10-K,
  Report of
    Independent Registered Public Accounting Firm
         68




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##### Table of Contents



Item 9B.
    Other
    Information  None.
 69




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##### Table of Contents



PART III  Item 10.
    Directors
    and Executive Officers of the Managing General Partner and
    Corporate Governance    Name

Age

Position with the General PartnerCorbin J. Robertson, Jr.


61


Chairman of the Board and Chief Executive OfficerNick Carter


62


President and Chief Operating OfficerDwight L. Dunlap


55


Chief Financial Officer and TreasurerKevin F. Wall


52


Executive Vice President  OperationsWyatt L. Hogan


37


Vice President, General Counsel and SecretaryDennis F. Coker


41


Vice President, AggregatesKevin J. Craig


40


Vice President, Business DevelopmentKenneth Hudson


54


ControllerKathy H. Roberts


57


Vice President, Investor RelationsRobert T. Blakely


67


DirectorDavid M. Carmichael


70


DirectorJ. Matthew Fifield


35


DirectorRobert B. Karn III


67


DirectorS. Reed Morian


62


DirectorW. W. Scott, Jr.


63


DirectorStephen P. Smith


47


DirectorLeo A. Vecellio, Jr.


62


Director   Corbin J. Robertson, Jr.
  Nick Carter
 70




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##### Table of Contents



Dwight L. Dunlap
  Kevin F. Wall
  Wyatt L. Hogan
  Dennis F. Coker
  Kevin J. Craig
  Kenneth Hudson
  Kathy H. Roberts
 71




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##### Table of Contents



Robert T. Blakely
  David M. Carmichael
  J. Matthew Fifield
  Robert B. Karn III
  S. Reed Morian
  W. W. Scott, Jr.
 72




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##### Table of Contents



Stephen P. Smith
  Leo A. Vecellio, Jr.
  Corporate
    Governance
  Board
    Attendance and Executive Sessions
    Independence
    of Directors
  Regulation S-K.
  Report
    of the Audit Committee
     73




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##### Table of Contents



Communication With Audit Committees. Communication
    With Audit Committees Concerning Independence,
  Form 10-Q Form 10-K
  Form 10-K
       Compensation,
    Nominating and Governance Committee Authority
   74




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##### Table of Contents



Form 10-K.
  
    reviewing and approving the compensation for our executive
    officers in light of the time that each executive officer
    allocates to our business;
    reviewing and recommending the annual and long-term incentive
    plans in which our executive officers participate; and
    reviewing and approving compensation for the board of directors.      Section 16(a)
    Beneficial Ownership Reporting Compliance
    Partnership
    Agreement
  www.nrplp.com
  Corporate
    Governance Guidelines and Code of Business Conduct and
    Ethics
  Regulation S-K. www.nrplp.com
  NYSE
    Certification
    Item 11.
    Executive
    Compensation  Compensation
    Discussion and Analysis
  Overview
   75




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##### Table of Contents



Form 10-K.
  Executive
    Officer Compensation Strategy and Philosophy
      
    base salaries;
    annual cash incentive awards, including bonuses and cash
    payments made by our general partner based on a percentage of
    the cash it receives from its incentive distribution rights;
    long-term equity incentive compensation; and
    perquisites and other benefits.      20-day
 76




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##### Table of Contents



Role
    of Compensation Experts
  Form 10-K.
  Role
    of Our Executive Officers in the Compensation
    Process
    Components
    of Compensation
  Base
    Salaries
    Annual
    Cash Incentive Awards
     77




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##### Table of Contents



Long-Term
    Incentive Compensation
      2004-2008,
  Perquisites
    and Other Personal Benefits
    1 12
  Unit
    Ownership Requirements
   78




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##### Table of Contents



Securities
    Trading Policy
    Tax
    Implications of Executive Compensation
    Accounting
    Implications of Executive Compensation
  book-up
  Report
    of the Compensation, Nominating and Governance
    Committee
  Regulation S-K Form 10-K
      79




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##### Table of Contents



Summary
    Compensation Table
    PhantomUnit


All OtherSalary


Bonus


Awards(1)


Compensation(2)


TotalName and Principal Position

Year


($)


($)


($)


($)


($)Corbin J. Robertson, Jr.


2008











(124,644
)






(124,644
)Chairman and CEO


2007











991,308







991,3082006











899,387







899,387Dwight L. Dunlap


2008



253,843



140,000



(46,489
)


32,287



379,641CFO and Treasurer


2007



219,417



100,000



326,689



31,662



677,7682006



176,908



100,000



298,926



28,769



604,603Nick Carter


2008



320,100



220,000



(62,322
)


37,353



515,131President and COO


2007



291,000



200,000



495,651



36,116



1,022,7672006



261,900



200,000



449,683



36,116



947,699Wyatt L. Hogan


2008



257,380



140,000



(30,376
)


27,133



394,137Vice President, General


2007



221,563



60,000



283,356



25,591



590,510Counsel and Secretary


2006



174,018



60,000



183,384



22,237



439,639Kevin F. Wall


2008



147,242



140,000



(21,429
)


26,300



292,113Executive Vice President 


2007



133,380



75,000



245,922



23,869



478,171Operations


2006



128,250



75,000



219,756



23,869



446,875     (1)
    
    Amounts represent the expense incurred by NRP for awards granted
    from
    2004-2008
    calculated in accordance with FAS 123R, with the exception
    that estimated forfeitures are not allocated to individual
    participants. Amounts for the year ended 2008 reflect the
    reversal of amounts accrued through the end of 2007 as a result
    of the decline in the market value of NRPs common units,
    upon which this element of compensation is based. The total
    estimated cash payments for all outstanding grants at
    December 31, 2008, including awards made during 2008, was
    $412,000 less than the estimated obligation at December 31,
    2007. For a description of the assumptions made in the
    FAS 123R calculation, please see Note 13 in Notes to
    Consolidated Financial Statements on page 65 of this
    Form 10-K.(2)
    
    Includes portions of automobile allowance, 401(k) matching and
    retirement contributions allocated to Natural Resource Partners
    by Quintana Minerals Corporation and Western Pocahontas
    Properties Limited Partnership. The payments made to
    Messrs. Carter, Dunlap, Hogan and Wall under the defined
    contribution plan exceeded $10,000 in each of 2006, 2007 and
    2008, but did not exceed $20,000 for any individual in any year.
    The table does not include any cash compensation paid by the
    general partner to each named executive officer. The general
    partner may distribute up to 7.5% of any cash it receives with
    respect to its incentive distribution rights in NRP. We do not
    reimburse the general partner for any of the payments with
    respect to the incentive distribution rights, and these payments
    are not an expense of NRP. The table below shows the amounts
    paid by the general partner with respect to the incentive
    distribution rights that are not reimbursed by NRP.  80




---



##### Table of Contents



CompensationReceived from GeneralPartner and NotReimbursed by NRPIndividual

Year


($)Corbin J. Robertson, Jr.


2008



300,0002007



225,0002006



74,857Dwight L. Dunlap


2008



216,0002007



150,0002006



57,395Nick Carter


2008



300,0002007



225,0002006



74,857Wyatt L. Hogan


2008



216,0002007



150,0002006



57,395Kevin F. Wall


2008



216,0002007



150,0002006



41,795   Grants of
    Plan-Based Awards in 2008
  All OtherUnit Awards:


Grant Date FairNumber of


Value ofPhantom Units(1)


Unit Awards(2)Named Executive Officer

Grant Date


(#)


($)Corbin J. Robertson, Jr.


2/13/2008



20,000



724,400Dwight L. Dunlap


2/13/2008



7,000



253,540Nick Carter


2/13/2008



10,000



362,200Wyatt L. Hogan


2/13/2008



7,000



253,540Kevin F. Wall


2/13/2008



7,000



253,540     (1)
    
    The phantom units were granted in February 2008 and will vest in
    February 2012.(2)
    
    Amounts represent the estimated fair value on February 22,
    2008 calculated in accordance with FAS 123R.  Form 10-K
       81




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##### Table of Contents



Outstanding
    Awards at December 31, 2008
    Number of


Market ValuePhantom Units That


of Phantom Units ThatHave Not Vested


Have Not Vested(1)Named Executive Officer

(#)


($)Corbin J. Robertson, Jr.


86,000



1,500,700Dwight L. Dunlap


28,200



492,090Nick Carter


43,000



750,350Wyatt L. Hogan


25,400



443,230Kevin F. Wall


23,200



404,840     (1)
    
    Based on a unit price of $17.45, the closing price for the
    common units on December 31, 2008.  Phantom
    Units Vested in 2008
    Number ofPhantom Units That


Value RealizedVested


on VestingNamed Executive Officer

(#)


($)Corbin J. Robertson, Jr.


17,680



530,930Dwight L. Dunlap


6,240



187,387Nick Carter


8,840



265,465Wyatt L. Hogan


5,200



156,156Kevin F. Wall


4,680



140,540  82




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##### Table of Contents



Potential
    Payments upon Termination or Change in Control
  20-day
  Number of


Potential


PotentialPhantom


Post-Employment


Cash PaymentsUnits


Payments


Required UponThat Have


Required Upon


Change inNot Vested


Change in Control


ControlNamed Executive Officer

(#)


($)


($)Corbin J. Robertson, Jr.


86,000







1,436,200Dwight L. Dunlap


28,200







470,940Nick Carter


43,000







718,100Wyatt L. Hogan


25,400







424,180Kevin F. Wall


23,200







387,440   Directors
    Compensation for the Year Ended December 31, 2008
    Fees Earnedor Paid in


PhantomCash


Unit Awards(1)(2)


TotalName

($)


($)


($)Robert Blakely


60,000



(21,351
)


38,649David Carmichael


60,000



(21,351
)


38,649J. Matthew Fifield


35,000



(21,351
)


13,649Robert Karn III


60,000



(21,351
)


38,649S. Reed Morian


35,000



(21,351
)


13,649Stephen Smith


40,000



(21,351
)


18,649W. W. Scott, Jr.


35,000



(21,351
)


13,649Leo A. Vecellio, Jr.


40,000



(18,914
)


21,086     (1)
    
    Amounts represent the expense incurred by NRP for awards granted
    from
    2004-2008
    calculated in accordance with FAS 123R, with the exception
    that the forfeiture deductions in the FAS 123R calculation
    have been added back in for purposes of the table. The negative
    amounts reflect the reversal of amounts accrued through the end
    of 2007 as a result of the decline in the market value of
    NRPs common units, upon which this element of compensation
    is based. For a description of the assumptions made in the
    FAS 123R calculation, please see Note 13 in Notes to
    Consolidated Financial Statements on page 65 of this
    Form 10-K.(2)
    
    As of December 31, 2008, each director held 12,000 phantom
    units that vest in annual increments of 3,000 units in each
    of 2009, 2010, 2011 and 2012.   83




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##### Table of Contents



2009
    Long-Term Incentive Awards
    Compensation
    Committee Interlocks and Insider Participation
    Item 12.
    Security
    Ownership of Certain Beneficial Owners and
    Management    Common


Percentage ofName of Beneficial Owner

Units


Common Units(1)Corbin J. Robertson, Jr.(2)


18,288,368



28.2
%Western Pocahontas Properties(3)(4)


17,279,860



26.6
%Christopher Cline(5)


8,950,072



13.8
%Adena Minerals LLC(6)


8,910,072



13.7
%Dingess-Rum Properties, Inc.(7)


4,800,000



7.4
%Nick Carter(8)


14,210



*Dwight L. Dunlap


11,829



*Kevin F. Wall(9)


2,500



*Wyatt L. Hogan(10)


1,500



*Dennis F. Coker


400



*Kevin J. Craig


1,850



*Kenneth Hudson


4,000



*Kathy H. Roberts


13,000



*Robert T. Blakely






David M. Carmichael


10,000



*J. Matthew Fifield






Robert B. Karn III


5,600



*S. Reed Morian


233,772



*W. W. Scott, Jr.


20,620



*Stephen P. Smith


3,552



*Leo A. Vecellio, Jr.


20,000



*Directors and Officers as a Group


18,631,201



28.7
%     *
    
    Less than one percent. 84




---



##### Table of Contents



(1)
    
    Percentages based upon 64,891,136 common units issued and
    outstanding. Unless otherwise noted, beneficial ownership is
    less than 1%.(2)
    
    Mr. Robertson may be deemed to beneficially own the
    17,279,860 common units owned by Western Pocahontas Properties
    Limited Partnership, and the 670,024 common units owned by New
    Gauley Coal Corporation. Also included are 31,540 common units
    held by Barbara Robertson, Mr. Robertsons spouse.
    Mr. Robertsons address is 601 Jefferson Street,
    Suite 3600, Houston, Texas 77002.(3)
    
    These units may be deemed to be beneficially owned by
    Mr. Robertson. Western Pocahontas has pledged
    9,728,921 units as collateral on its long term debt.(4)
    
    The address of Western Pocahontas Properties Limited Partnership
    is 601 Jefferson Street, Suite 3600, Houston, Texas 77002.(5)
    
    Mr. Cline may be deemed to beneficially own the 8,910,072
    common units owned by Adena Minerals, LLC. Mr. Clines
    address is 3801 PGA Boulevard, Suite 903, Palm Beach
    Gardens, FL 33410.(6)
    
    The address of Adena Minerals LLC is 3801 PGA Boulevard,
    Suite 903, Palm Beach Gardens, FL 33410.(7)
    
    The address of Dingess-Rum Properties, Inc. is 405 Capital
    Street, Suite 701, Charleston, WV 25301.(8)
    
    Includes 210 common units held by Mr. Carters spouse,
    the remaining 14,000 of these units are pledged as collateral
    for a personal loan.(9)
    
    Includes 500 common units held by Mr. Walls daughter
    and 500 common units held by Mr. Walls son.
    Mr. Wall disclaims beneficial ownership of these securities.(10)
    
    Of these common units, 500 common units are owned by the Anna
    Margaret Hogan 2002 Trust, 500 common units are owned by the
    Alice Elizabeth Hogan 2002 Trust, and 500 common units are held
    by the Ellen Catlett Hogan 2005 Trust. Mr. Hogan is a
    trustee of each of these trusts. 85




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##### Table of Contents



Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Distributions
    and Payments to the General Partner and its Affiliates
    Distributions of available cash to our general partner and its
    affiliates

We will generally make cash distributions 98% to the
    unitholders, including affiliates of our general partner and 2%
    to the general partner. In addition, if distributions exceed the
    target distribution levels, the holders of the incentive
    distribution rights, including our general partner, will be
    entitled to increasing percentages of the distributions, up to
    an aggregate of 48% of the distributions above the highest
    target level.Assuming we have sufficient available cash to pay the current
    quarterly distribution of $0.535 on all of our outstanding units
    for four quarters in 2009, our general partner would receive
    distributions of approximately $3.7 million on its 2% general
    partner interest and our affiliates would receive distributions
    of approximately $60.6 million on their common units.  In
    addition in 2009, our general partner and affiliates of our
    general partner would receive an aggregate of approximately
    $44.3 million with respect to their incentive distribution
    rights.Other payments to our general partner and its affiliates

Our general partner and its affiliates will not receive any
    management fee or other compensation for the management of our
    partnership. Our general partner and its affiliates will be
    reimbursed, however, for all direct and indirect expenses
    incurred on our behalf. Our general partner has the sole
    discretion in determining the amount of these expenses.Withdrawal or removal of our general partner

If our general partner withdraws or is removed, its general
    partner interest and its incentive distribution rights will
    either be sold to the new general partner for cash or converted
    into common units, in each case for an amount equal to the fair
    market value of those interests.Liquidation

Upon our liquidation, the partners, including our general
    partner, will be entitled to receive liquidating distributions
    according to their particular capital account balances.   Omnibus
    Agreement
  Non-competition
    Provisions
    
    the entering into or holding of leases with a party other than
    an affiliate of the GP affiliate for any GP affiliate-owned fee
    coal reserves within the United States; and 86




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##### Table of Contents




    the entering into or holding of subleases with a party other
    than an affiliate of the GP affiliate for coal reserves within
    the United States controlled by a
    paid-up
    lease owned by any GP affiliate or its affiliate.      
    the GP affiliate was engaged in the restricted business at the
    closing of the offering; provided that if the fair market value
    of the asset or group of related assets of the restricted
    business subsequently exceeds $10 million, the GP affiliate
    must offer the restricted business to us under the offer
    procedures described below.
    the asset or group of related assets of the restricted business
    have a fair market value of $10 million or less; provided
    that if the fair market value of the assets of the restricted
    business subsequently exceeds $10 million, the GP affiliate
    must offer the restricted business to us under the offer
    procedures described below.
    the asset or group of related assets of the restricted business
    have a fair market value of more than $10 million and the
    general partner (with the approval of the conflicts committee)
    has elected not to cause us to purchase these assets under the
    procedures described below.
    its ownership in the restricted business consists solely of a
    noncontrolling equity interest.         87




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The Cline
    Group
    Second Contribution Agreement.
  Restricted Business Contribution
    Agreement.
 88




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Investor Rights Agreement.
  Quintana
    Capital Group GP, Ltd.
    
    NRPs business strategy is focused on the ownership of
    non-operated royalty producing coal properties in North America
    and the leasing of these coal reserves. In addition, NRP has
    extended its business into the ownership and leasing of other
    non-operated royalty producing extracted hard mineral
    properties. NRP also has added the transportation, storage and
    related logistics activities related to coal and other hard
    minerals to its business strategy. These current and prospective
    businesses are referred to as the NRP Businesses.
    NRPs business strategy does not, and is not expected to,
    include oil and gas exploration or development (except for
    non-operated royalty interests in coal bed methane production
    ancillary to its coal business), investments which do not
    generate qualifying income for a publicly traded
    partnership under U.S. tax regulations, investments outside
    of North America and other midstream or refining
    businesses which do not involve coal or other hard extracted
    minerals, including the gathering, processing, fractionation,
    refining, storage or transportation of oil, natural gas or
    natural gas liquids. NRPs business strategy also does not,
    and is not expected to include, coal mining or mining for other
    hard minerals. The businesses and investments described in this
    paragraph are referred to as the
    Non-NRP
    Businesses.
    For so long as Corbin Robertson, Jr. remains both an
    affiliate of Quintana Capital and an executive officer or
    director of NRP or an affiliate of its general partner, before
    making an investment in an NRP Business, Quintana Capital will
    first offer such opportunity in its entirety to NRP. NRP may
    elect to pursue such investment wholly for its own account, to
    pursue the opportunity jointly with Quintana Capital or not to
    pursue such opportunity. If NRP elects not to pursue an NRP
    Business investment opportunity, Quintana Capital may pursue the
    investment for its own account. Decisions in respect of such
    opportunities will be made for NRP by the Conflicts Committee of
    the Board of Directors of the general partner; provided,
    however, that decisions in respect of potential investments of
    $20 million or less may be made by an executive officer of
    the general partner to whom such authority is delegated by the
    Conflicts Committee. NRP will undertake to advise Quintana
    Capital of its decision regarding a 89




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##### Table of Contents



potential investment opportunity within 10 business days of the
    identification of such opportunity to either the Conflicts
    Committee or such designated officer, as applicable.  
    Neither Quintana Capital nor Mr. Robertson will have any
    obligation to offer investments relating to Non-NRP Businesses
    to NRP and that NRP will not have any obligation to refrain from
    pursuing a Non-NRP Business if there is a change in its business
    strategy. If such a change in strategy occurs, it is expected
    that the Conflicts Committee would work together with Quintana
    Capital to adopt mutually agreed practices and procedures in
    order to safeguard confidential information relating to
    potential investments and to address any potential or actual
    conflicts of interest involving Quintana Capital investments or
    the activities of Mr. Robertson.  5-person
    Office
    Building in Huntington, West Virginia
    Conflicts
    of Interest
        
    approved by the conflicts committee, although our general
    partner is not obligated to seek such approval and our general
    partner may adopt a resolution or course of action that has not
    received approval; 90




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##### Table of Contents




    on terms no less favorable to us than those generally being
    provided to or available from unrelated third parties; or
    fair to us, taking into account the totality of the
    relationships between the parties involved, including other
    transactions that may be particularly favorable or advantageous
    to us.    
    the relative interests of any party to such conflict and the
    benefits and burdens relating to such interest;
    any customary or accepted industry practices or historical
    dealings with a particular person or entity;
    generally accepted accounting practices or principles; and
    such additional factors it determines in its sole discretion to
    be relevant, reasonable or appropriate under the circumstances.    Actions
    taken by our general partner may affect the amount of cash
    available for distribution to unitholders.
    
    amount and timing of asset purchases and sales;
    cash expenditures;
    borrowings;
    the issuance of additional units; and
    the creation, reduction or increase of reserves in any quarter.        We do
    not have any officers or employees and rely solely on officers
    and employees of GP Natural Resource Partners LLC and its
    affiliates.
   91




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We
    reimburse our general partner and its affiliates for
    expenses.
    Our
    general partner intends to limit its liability regarding our
    obligations.
    Common
    unitholders have no right to enforce obligations of our general
    partner and its affiliates under agreements with
    us.
    Contracts
    between us, on the one hand, and our general partner and its
    affiliates, on the other, are not the result of
    arms-length negotiations.
        We may
    not choose to retain separate counsel for ourselves or for the
    holders of common units.
    Our
    general partners affiliates may compete with
    us.
   92




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##### Table of Contents



Director
    Independence
    Review,
    Approval or Ratification of Transactions with Related
    Persons
      Item 14.
    Principal
    Accounting Fees and Services  out-of-pocket
  2008


2007Audit Fees(1)

$
355,914


$
415,241Audit-Related Fees






Tax Fees(2)

$
418,783


$
445,749All Other Fees






     (1)
    
    Audit fees include fees associated with the annual audit of our
    consolidated financial statements and reviews of our quarterly
    financial statement for inclusion in our
    Form 10-Q.(2)
    
    Tax fees include fees principally incurred for assistance with
    tax planning, compliance, tax return preparation and filing of
    Schedules K-1.  Audit and
    Non-Audit Services Pre-Approval Policy
  I.
    Statement
    of Principles    case-by-case
 93




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##### Table of Contents



II.
    Delegation    III.  Audit
    Services
     94




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##### Table of Contents



IV.
    Audit-related
    Services  agreed-upon and/or
  V.
    Tax
    Services    VI.
    Pre-Approval
    Fee Levels or Budgeted Amounts    VII.  Procedures
     95




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PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  (a)(1) and (2) Financial Statements and Schedules
    (a)(3) Exhibits
  ExhibitNumber



Description2
.1



Contribution Agreement dated December 14, 2006 by and among
    Foresight Reserves LP, Adena Minerals, LLC, NRP (GP) LP, Natural
    Resource Partners L.P. and NRP (Operating) LLC (incorporated by
    reference to Exhibit 2.1 to the Current Report on Form 8-K filed
    on December 15, 2006).2
.2



Contribution Agreement dated December 19, 2006 by and among
    Dingess-Rum Properties, Inc., Natural Resource Partners L.P. and
    WPP LLC (incorporated by reference to Exhibit 2.1 to the Current
    Report on Form 8-K filed on December 20, 2006).2
.3



Second Contribution Agreement, dated January 4, 2007, by and
    among Foresight Reserves LP, Adena Minerals, LLC, NRP (GP) LP,
    Natural Resource Partners L.P. and NRP (Operating) LLC
    (incorporated by reference to Exhibit 2.1 to the Current Report
    on Form 8-K filed on January 4, 2007).2
.4



Amendment No. 1 to Second Contribution Agreement, dated April
    18, 2007, by and among Natural Resource Partners L.P., NRP (GP)
    LP, NRP (Operating) LLC, Foresight Reserves LP and Adena
    Minerals, LLC (incorporated by reference to Exhibit 2.1 to the
    Current Report on Form 8-K filed on April 19, 2007).2
.5



Purchase and Sale Agreement, dated April 2, 2007, by and among
    Natural Resource Partners L.P., WPP LLC and Western Pocahontas
    Properties Limited Partnership (incorporated by reference to
    Exhibit 2.1 to the Current Report on Form 8-K filed on April 3,
    2007).3
.1



Third Amended and Restated Agreement of Limited Partnership of
    NRP (GP) LP, dated as of January 4, 2007 (incorporated by
    reference to Exhibit 3.2 to the Current Report on Form 8-K filed
    on January 4, 2007).3
.2



Fourth Amended and Restated Limited Liability Company Agreement
    of GP Natural Resource Partners LLC, dated as of January 4, 2007
    (incorporated by reference to Exhibit 3.1 to the Current Report
    on Form 8-K filed on January 4, 2007).4
.1



Third Amended and Restated Agreement of Limited Partnership of
    Natural Resource Partners L.P., dated April 18, 2007
    (incorporated by reference to Exhibit 4.1 of the Current Report
    on Form 8-K filed on April 19, 2007).4
.2



Amendment No. 1 to Third Amended and Restated Agreement of
    Limited Partnership of Natural Resource Partners L.P., dated
    April 7, 2008 (incorporated by reference to Exhibit 4.1 to the
    Current Report on Form 8-K filed on April 8, 2008.4
.3



Amended and Restated Limited Liability Company Agreement of NRP
    (Operating) LLC, dated as of October 17, 2002 (incorporated by
    reference to Exhibit 3.4 of the Annual Report on Form 10-K for
    the year ended December 31, 2002, File No. 001-31465).4
.4



Note Purchase Agreement dated as of June 19, 2003 among NRP
    (Operating) LLC and the Purchasers signatory thereto
    (incorporated by reference to Exhibit 4.1 to the Current Report
    on Form 8-K filed June 23, 2003).4
.5



First Supplement to Note Purchase Agreements, dated as of July
    19, 2005 among NRP (Operating) LLC and the purchasers signatory
    thereto (incorporated by reference to Exhibit 4.1 to the Current
    Report on Form 8-K filed on July 20, 2005). 96




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ExhibitNumber



Description4
.6



Second Supplement to Note Purchase Agreements, dated as of March
    28, 2007 among NRP (Operating) LLC and the purchasers signatory
    thereto (incorporated by reference to Exhibit 4.1 to the Current
    Report on Form 8-K filed on March 29, 2007).4
.7



First Amendment, dated as of July 19, 2005, to Note Purchase
    Agreements dated as of June 19, 2003 among NRP (Operating) LLC
    and the purchasers signatory thereto (incorporated by reference
    to Exhibit 4.2 to the Current Report on Form 8-K filed on July
    20, 2005).4
.8



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 (incorporated by
    reference to Exhibit 4.2 to the Current Report on Form 8-K filed
    on March 29, 2007).4
.9



Subsidiary Guarantee of Senior Notes of NRP (Operating) LLC,
    dated June 19, 2003 (incorporated by reference to Exhibit 4.5 to
    the Current Report on Form 8-K filed June 23, 2003).4
.10



Form of Series A Note (incorporated by reference to Exhibit 4.2
    to the Current Report on Form 8-K filed June 23, 2003).4
.11



Form of Series B Note (incorporated by reference to Exhibit 4.3
    to the Current Report on Form 8-K filed June 23, 2003).4
.12



Form of Series C Note (incorporated by reference to Exhibit 4.4
    to the Current Report on Form 8-K filed June 23, 2003).4
.13



Form of Series D Note (incorporated by reference to Exhibit 4.12
    to the Annual Report on Form 10-K filed February 28, 2007).4
.14



Form of Series E Note (incorporated by reference to Exhibit 4.3
    to the Current Report on Form 8-K filed March 29, 2007).10
.1



Amended and Restated Credit Agreement, dated as of March 28,
    2007, by and among NRP (Operating) LLC, as Borrower, Citibank,
    N.A., as Administrative Agent, and the other lenders party
    thereto (incorporated by reference to Exhibit 10.1 to the
    Current Report on Form 8-K filed on March 29, 2007).10
.2



Contribution, Conveyance and Assumption Agreement by and among
    Western Pocahontas Properties Limited Partnership, Great
    Northern Properties Limited Partnership, New Gauley Coal
    Corporation, Ark Land Company, WPP LLC, GNP LLC, NNG LLC, ACIN
    LLC, Robertson Coal Management LLC, NRP (Operating) LLC, GP
    Natural Resource Partners LLC, NRP (GP) LP and Natural Resource
    Partners L.P., dated as of October 17, 2002 (incorporated by
    reference to Exhibit 10.2 to the Annual Report on Form 10-K for
    the year ended December 31, 2002, File No. 001-31465).10
.3



Natural Resource Partners Second Amended and Restated Long-Term
    Incentive Plan (incorporated by reference to Exhibit 10.1 to the
    Current Report on Form 8-K filed on January 17, 2008).10
.4



Form of Phantom Unit Agreement (incorporated by reference to
    Exhibit 10.4 to the Annual Report on Form 10-K for the
    year ended December 31, 2007, File No. 001-31465).10
.5



Natural Resource Partners Annual Incentive Plan (incorporated by
    reference to Exhibit 10.4 to the Annual Report on Form 10-K for
    the year ended December 31, 2002, File No. 001-31465).10
.6



Omnibus Agreement dated October 17, 2002, by and among Arch
    Coal, Inc., Ark Land Company, Western Pocahontas Properties
    Limited Partnership, Great Northern Properties Limited
    Partnership, New Gauley Coal Corporation, Robertson Coal
    Management LLC, GP Natural Resource Partners LLC, NRP (GP) LP,
    Natural Resource Partners L.P. and NRP (Operating) LLC
    (incorporated by reference to Exhibit 10.5 to the Annual Report
    on Form 10-K for the year ended December 31, 2002, File No.
    001-31465).10
.7



Restricted Business Contribution Agreement, dated January 4,
    2007, by and among Christopher Cline, Foresight Reserves LP,
    Adena Minerals, LLC, GP Natural Resource Partners LLC, NRP (GP)
    LP, Natural Resource Partners L.P. and NRP (Operating) LLC
    (incorporated by reference to Exhibit 10.1 to the Current Report
    on Form 8-K filed on January 4, 2007). 97




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ExhibitNumber



Description10
.8



Investor Rights Agreement, dated January 4, 2007, by and among
    NRP (GP) LP, GP Natural Resource Partners LLC, Robertson Coal
    Management and Adena Minerals, LLC (incorporated by reference to
    Exhibit 10.2 to the Current Report on Form 8-K filed on January
    4, 2007).10
.9



Purchase and Sale Agreement by and between Steelhead Development
    Company, LLC and ACIN LLC, dated as of May 31, 2005
    (incorporated by reference to Exhibit 10.1 to the Current Report
    on Form 8-K filed on June 1, 2005).10
.10



Assignment, Waiver and Amendment Agreement, dated January 20,
    2006, by and among Williamson Development Company, LLC, ACIN LLC
    and WPP LLC.10
.11



Memorandum of Understanding by and between NRP (Operating) LLC
    and Sedgman USA, LLC, dated as of August 23, 2006 (incorporated
    by reference to Exhibit 10.1 to the Current Report on Form 8-K
    filed on August 24, 2006).21
.1*



List of subsidiaries of Natural Resource Partners L.P.31
.1*



Certification of Chief Executive Officer pursuant to Section 302
    of Sarbanes-Oxley.31
.2*



Certification of Chief Financial Officer pursuant to Section 302
    of Sarbanes-Oxley.32
.1**



Certification of Chief Executive Officer pursuant to
    18 U.S.C. § 1350.32
.2**



Certification of Chief Financial Officer pursuant to
    18 U.S.C. § 1350.99
.1*



Audited balance sheet of NRP (GP) LP     *
    
    Filed herewith**
    
    Furnished herewith 98




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SIGNATURES
      By:
    GP NATURAL RESOURCE   By:
    /s/  CORBIN
    J. ROBERTSON, JR.,         By:
    /s/  DWIGHT
    L. DUNLAP        By:
    /s/  KENNETH
    HUDSON        By:
    /s/  ROBERT
    T. BLAKELY       By:
    /s/  DAVID
    M. CARMICHAEL      99




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By:
    /s/  J.
    MATTHEW FIFIELD       By:
    /s/  ROBERT
    B. KARN III       By:
    /s/  S.
    REED MORIAN       By:
    /s/  W.W.
    SCOTT, JR.       By:
    /s/  STEPHEN
    P. SMITH       By:
    /s/  LEO
    A. VECELLIO, JR.      100