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

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(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.
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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.

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