SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ROBERTSON CORBIN J JR (Last) (First) (Middle) 601 JEFFERSON, SUITE 3600 (Street) HOUSTON TX 77002 (City) (State) (Zip)	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
	3. Date of Earliest Transaction (Month/Day/Year) 11/14/2006
	4. If Amendment, Date of 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

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	11/14/2005		M		1,307,941	A	(1)	5,774,048	I	By Western Pocahontas Properties Limited Partnership(2)
Common Units	11/14/2006		M		279,016	A	(1)	931,747	I	By Great Northern Properties Limited Partnership(3)
Common Units	11/14/2006		M		52,226	A	(1)	230,559	I	By New Gauley Coal Corporation(4)
Common Units	01/01/2007		J		69,530	D(5)	(6)	0	I	As Trustee of the Frances C. Robertson 1992 Management Trust(5)
Common Units								15,770	I	By Spouse
Common Units								69,530	I	As Trustee of the William K. Robertson 1993 Management Trust(7)

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 Securities Underlying Derivative Security (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: 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
Subordinated Units	(1)	11/14/2006		M			1,307,942	(1)	(1)	Common Units	1,307,942	(1)	2,615,882	I	By Western Pocahontas Properties Limited Partnership(2)
Subordinated Units	(1)	11/14/2006		M			279,016	(1)	(1)	Common Units	279,016	(1)	558,032	I	By Great Northern Properties Limited Partnership(3)
Subordinated Units	(1)	11/14/2006		M			52,227	(1)	(1)	Common Units	52,227	(1)	104,453	I	By New Gauley Coal Corporation(4)

Explanation of Responses:

1. As set forth in the partnership agreement, the second conversion of 25% of the original subordinated units outstanding, or one third of the subordinated units outstanding on November 14, 2006 converted to common units on that date. Any fractional units created by this conversion were paid in cash. In connection with the conversion, 1,307,942 subordinated units, 279,016 subordinated units and 52,227 subordinated units held by Western Pocahontas Properties Limited Partnership, Great Northern Limited Partnership and New Gauley Coal Corporation, respectively, were converted.

2. 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 therein.

3. These units are beneficially owned by Great Northern Properties 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 partner 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.

4. These units are beneficially 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.

5. On January 1, 2007, the Frances C. Robertson 1992 Management Trust, of which Corbin J. Robertson, Jr. was the trustee, terminated. Corbin J. Robertson, Jr. previously reported the 69,530 common units as indirect ownership for which he disclaimed beneficial ownership.

6. Not applicable

7. Mr. Robertson is the trustee of the William K. Robertson 1993 Management Trust. Mr. Robertson?s son is the beneficiary of this trust. Mr. Robertson disclaims beneficial ownership of these securities.

Remarks:

	Corbin J. Robertson, Jr.	01/05/2007
	** Signature of Reporting Person	Date
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