SecProbe.io

December 10, 2010
 Mr. Dwight L. Dunlap Chief Financial Officer and Treasurer Natural Resource Partners L.P. 601 Jefferson, Suite 3600 Houston, Texas  77002
 Re: Natural Resource Partners L.P.
  Form 10-K/A for Fiscal Year Ended December 31, 2009
Filed March 3, 2010
  Form 10-Q for Fiscal Quarter Ended September 30, 2010
Filed November 5, 2010
  File No. 001-31465

Dear Mr. Dunlap:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-Q for Fiscal Quarter Ended September 30, 2010

 Financial Statements

 Notes to Consolidated Financial Statements

 2.  Significant Accounting Policies Update

 Intangible Assets, page 7

1. We note your disclosure of the change in method of amortization for your intangible
assets to use the greater of straight-line over the remaining useful life or the unit-of-
production method.  It appears that you have accounted for this change in amortization
method as a change in accounting estimate under FASB ASC 250-10-45-18.  A change in

Mr. Dwight L. Dunlap Natural Resources Partners L.P. December 10, 2010 Page 2

accounting estimate is defined by the FASB as resulting from the receipt of new
information.  Please describe the new inform ation management became aware of that
resulted in this change in amortization methods.  In addition, please support your
statement that the change “more accurately refl ects the future benefits of the assets.”
Your response should also address why the ne w method is based on the greater of the use
of the straight-line method or unit-of-produc tion method rather than the use of a single
method of amortization.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Shannon Buskirk at (202)  551-3717 if you have questions regarding
comments on the financial statements and relate d matters.  Please contact me at (202) 551-3311
with any other questions.
Sincerely,

Ethan Horowitz Branch Chief