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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): November 3, 2004


NATURAL RESOURCE PARTNERS L.P.

(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction
of incorporation or organization)
  001-31465
(Commission File
Number)
  35-2164875
(I.R.S. Employer
Identification No.)
         
601 Jefferson, Suite 3600
Houston, Texas

(Address of principal executive
offices)
      77002
(Zip code)

Registrant’s telephone number, including area code:   (713) 751-7507

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     
o
  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
   
o
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
   
o
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
   
o
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 


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Item 2.02. Results of Operations and Financial Condition.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Press Release dated November 3, 2004


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Item 2.02. Results of Operations and Financial Condition.

     In accordance with General Instruction B.2. of Form 8-K, the following information and the exhibits referenced therein is being furnished pursuant to Item 2.02 of Form 8-K and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

     On November 3, 2004, Natural Resource Partners L.P. (the “Partnership”) announced via press release its earnings and operating results for the third quarter of 2004. A copy of the Partnership’s press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(c)   Exhibits
 
99.1   Natural Resource Partners L.P. press release dated as of November 3, 2004.

 


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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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

     Dated: November 3, 2004

 


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EXHIBIT INDEX

99.1        Natural Resource Partners L.P. press release dated as of November 3, 2004.