Summary of NATURAL RESOURCE PARTNERS LP

Item 2.01. Completion of Acquisition or Disposition of Assets.
On May 20, 2009, Natural Resource Partners L.P. (the "Partnership"), NRP (GP) LP (the "General Partner") and NRP (Operating) LLC completed the previously announced acquisition of two entities from Adena Minerals, LLC that own coal reserves and associated transportation and infrastructure assets at the Yellowbush Mine in Meigs County, Ohio. In consideration for the acquisition of the companies, the Partnership issued to Adena 4,560,000 Common Units and the General Partner issued to Adena an additional 9% interest in the General Partner and in the Partnership's outstanding incentive distribution rights. Adena is an affiliate of the Partnership and has the right to nominate two members of the board of directors of the general partner of the General Partner.
A copy of the press release announcing the closing of the acquisition is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02. Unregistered Sale of Equity Securities.
As previously reported, the Partnership entered into the Second Contribution Agreement dated January 4, 2007, as amended on April 18, 2007, pursuant to which the Partnership issued 4,560,000 Common Units at the Closing. These Common Units were offered and issued in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended. Item 8.01. Other Events
At the Closing, the General Partner amended and restated its limited partnership agreement (the "General Partner Partnership Agreement") in order to reflect the issuance of the additional interests to Adena.
A copy of the amendment to the General Partner Partnership Agreement is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.

   (d) Exhibits.

EXHIBIT NUMBER    DESCRIPTION

     3.2          Amendment No. 1 to Third Amended and Restated Agreement of Limited
                  Partnership of NRP (GP) LP, dated as of May 20, 2009.

     99.1         Press Release dated May 20, 2009.

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