SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* WESTERN POCAHONTAS CORP (Last) (First) (Middle) 601 JEFFERSON SUITE 3600 (Street) HOUSTON TX 77002 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/17/2002	3. Issuer Name and Ticker or Trading Symbol NATURAL RESOURCE PARTNERS LP [ NRP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 10/24/2002
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Subordinated Units(2)	09/30/2007(3)	(3)	Common Units	5,231,766	(4)	I(1)	As general partner of Western Pocahontas Properties Limited Partnership(1)

1. Name and Address of Reporting Person* WESTERN POCAHONTAS CORP (Last) (First) (Middle) 601 JEFFERSON SUITE 3600 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WESTERN POCAHONTAS PROPERTIES LTD PTNSH (Last) (First) (Middle) 601 JEFFERSON SUITE 3600 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Western Pocahontas Corporation, as general partner of Western Pocahontas Properties Limited Partnership ("WPP"), may be deemed to benefically own the units that are owned directly by WPP. WPP acquired beneficial ownership of the Common and Subordinated Units on October 17, 2002, in exchange for the contribution of equity interests in an affiliated entity of the Issuer in connection with the Issuer's initial public offering.

2. These units were initially reported in Table I. However, Western Pocahontas Corporation has reevaluated the nature of the subordinated units and now believes them to be derivative securities reportable in Table II.

3. The subordination period will end once certain financial tests in the partnership agreement are met, but it generally cannot end before September 30, 2007. If certain financial tests in the partnership agreement are met for any quarter ending on or after September 30, 2005, 25% of the subordinated units will convert into common units. If certain financial tests are met for any quarter ending on or after September 30, 2006, an additional 25% of the subordinated units will convert into common units.

4. Not applicable.

Remarks:

	Dwight Dunlap	12/05/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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