Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
ROBERTSON CORBIN J JR
  2. Issuer Name and Ticker or Trading Symbol
NATURAL RESOURCE PARTNERS LP [NRP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last)
(First)
(Middle)
601 JEFFERSON, SUITE 3600
3. Date of Earliest Transaction (Month/Day/Year)
02/25/2005
(Street)

HOUSTON, TX 77002
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Units (1) (2) 02/25/2005   M   3,667 A (2) 3,667 D  
Common Units (1) (2) 02/25/2005   D   3,667 D (3) $ 58.78 (2) 0 D  
Common Units               15,770 I By spouse
Common Units               69,530 I As Trustee of the Frances C. Robertson 1992 Management Trust (5)
Common Units               69,530 I As Trustee of the William K. Robertson 1993 Management Trust (5)
Common Units               3,158,166 I By Western Pocahontas Properties Limited Partnership (6)
Common Units               126,107 I By New Gauley Coal Corporation (7)
Common Units               373,715 I By Great Northern Properties Limited Partnership (8)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Units (1) (2) 02/25/2005   M     3,667 02/25/2005 02/25/2005 Common Units 3,667 (2) 0 D  
Phantom Units (1) (4)             02/25/2006 02/25/2006 Common Units 3,667   3,667 D  
Phantom Units (1) (4)             02/25/2007 02/25/2007 Common Units 23,525   23,525 D  
Phantom Units (1) (4)             02/11/2008 02/11/2008 Common Units 8,840   8,840 D  
Phantom Units (1) (4)             02/14/2009 02/14/2009 Common Units 10,000   10,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ROBERTSON CORBIN J JR
601 JEFFERSON, SUITE 3600
HOUSTON, TX 77002
  X   X   Chairman and CEO  

Signatures

 Corbin J. Robertson, Jr.   02/28/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The phantom units were originally granted to the reporting person under the issuer's long term incentive plan.
(2) Upon vesting, the phantom units were paid in cash on a one for one basis based on the average closing price of the common units for the 20 trading days immediately preceding the date of vesting.
(3) The common units were deemed to have been purchased and sold on the date of vesting of the phantom units listed in Table II.
(4) The phantom units will be paid in cash based on the average closing price of the common units for the 20 trading days immediately preceding the date of vesting
(5) Mr. Robertson is the trustee of the William K. Robertson 1993 Management Trust and the Frances C. Robertson 1992 Management Trust. Mr. Robertson's children are the beneficiaries of these trusts. Mr. Robertson disclaims beneficial ownership of these securities.
(6) These units are beneficially owned by Western Pocahontas Properties Limited Partnership, whose general partner is Western Pocahontas Corporation, a corporation controlled by Mr. Robertson. Mr. Robertson also holds indirect limited partner interests in Western Pocahontas Properties Limited Partnership. All the common units owned by Western Pocahontas Properties Limited Partnership are reported on this line. Mr. Robertson disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therin.
(7) These units are benefically owned by New Gauley Coal Corporation, a corporation controlled by Mr. Robertson. All the common units owned by New Gauley Coal Corporation are reported on this line. Mr. Robertson disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(8) These units are beneficially owned by Great Northern Porperties Limited Partnership, whose general partner is GNP Management Corporation, a corporation in which Mr. Robertson owns 85% of the common stock. Mr. Robertson also holds indirect limited partnership interests in Great Northern Properties Limited Partnership. All the common units owned by Great Northern Properties Limited Partnership are reported on this line. Mr. Robertson disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.