SecProbe.io

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July 15, 2005

Mr. Wyatt L. Hogan
GP Natural Resource Partners LLC
601 Jefferson, Suite 3600
Houston, Texas 77002

Re:	Natural Resource Partners L.P.
		Registration Statement on Form S-3
      Filed June 28, 2005
	File No. 333-126186

	Form 8-A
	Filed June 28, 2005
	File No. 01-31465

Dear Mr. Hogan:

      We have limited our review of the above filings to only the
areas upon which we have issued comments.  Where indicated, we
think
you should revise your documents in response to these comments.
If
you disagree, we will consider your explanation as to why our
comment
is inapplicable or a revision is unnecessary.  Please be as
detailed
as necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form S-3

General

1. You have omitted known information and you include information
that
was already outdated at the time you filed this registration
statement.  Please file an amended Form S-3 that includes current
and
complete information.  A number of the following comments relate
to
these deficiencies, but you will need to review the document
generally
to ensure that it is current and complete.
2. Provide the estimated per share price range of the subordinated
units or advise us of the proposed price range.  You will need to
amend to include a definitive price range prior to effectiveness.
If
accurate, you may indicate that units will be offered at the
specified
offering price until such time as they are traded on the NYSE.
3. In that regard, it is unclear why you indicate on the
prospectus
cover page that you will provide information in the supplement
relating to the "expected trading market, if any, for the
subordinated
units."  On the same day that you filed this Form S-3, you also
filed
a registration statement on Form 8-A relating to the subordinated
units.  The Form 8-A indicates that the units are to be registered
on
the NYSE.
4. Include in the prospectus a complete description of the
subordinated units the resale of which you intend to register.  In
that regard, at page 50 you suggest that the description appears
in
the Form 8-A filed the same day, but the Form 8-A suggests that
the
description can be found in the Rule 424(b) prospectus.  Also file
an
amended Form 8-A that includes current and complete information in
that regard.

Description of Our Units, page 18

Transfer of Subordinated Units and Common Units, page 18

5. We note that each purchaser of the subordinated units and
common
units must execute a transfer application which includes a request
to
be admitted as a substituted limited partner, but that the general
partner may withhold its consent in its sole discretion.  Add a
risk
factor that clarifies how these provisions might impact the free
transferability and potential market value of the units.

Selling Unitholder, page 49

6. Rather than indicating that you will include this information
in
the prospectus supplement, include in the next amendment to the
Form
S-3 all the information you currently omit from this section.  In
addition, describe the affiliation(s) among the selling unitholder
and
you or your affiliates, and explain how FRC-WPP obtained the
securities.  Disclose whether it is a broker-dealer or an
affiliate of
a broker-dealer.  We may have additional comments.

Closing Comments

      As appropriate, please amend the above filings in response
to
these comments.  You may wish to provide us with a marked copy of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.
      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Jason Wynn at (202) 551-3756 or Timothy
Levenberg, Special Counsel, at (202) 551-3707 with any questions.
Direct all correspondence to the following ZIP code:  20549-7010.

									Sincerely,

									H. Roger Schwall
									Assistant Director

      cc:  J. Wynn
            T. Levenberg

            via facsimile
            Dan A. Fleckman
            Vinson & Elkins L.L.P.
            (713) 615-5859
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Mr. Wyatt L. Hogan
GP Natural Resource Partners LLC
July 15, 2005
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE
         MAIL STOP 7010

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