SecProbe.io

October 16, 2014

Via E -mail
Corbin J. Robertson, J r.
Chief Executive Officer
Natural Resource Partners  L.P.
601 Jefferson, Suite 3600
Houston, TX 77002

Re: Natural Resource Partners L.P.
 Form 10-K for the Year Ended December 31, 2013
Filed February 28, 2014
File No. 001 -31465

Dear Mr. Robertson :

We have reviewed your filing an d 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 advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have  additional comments.

Form 10 -K for the Year Ended December 31, 2013

Item 1 Business, p age 2

1. We note your disclosure of the 2013 acquisition of your non -controlling interest in OCI
Wyoming, L.P. for $292.5 million.  Plea se tell us if you consider this to be a material
property and if you have considered additional disclosure to include a property
description, production data, and mineral reserves pursuant  to Item 102 of Regulation S -
K.  If necessary, in your response plea se address the qualitative and quantitative factors
that you use to determine materiality.

Corbin J. Robertson, J r.
Natural Resource Partners L.P.
October 16, 2014
Page 2

 Consolidated Financial Statements , page 67

Report of Independent Registered Public Accounting Firm, page 68

2. We note your auditor’ s report refers to  the audit report of OCI Wyoming L .P. issued by
other auditors.  Please revise to incl ude the audit report of OCI Wyoming L .P. issued by
other auditors as required by Rule 2 -05 of Regulation S -X or tell us why it is not
required.

Notes to Consolidated Financial Statements , page 73

Note 4. Equ ity and other investments, page 78

3. Please demonstrate to us that audited financial statements pursuant to Rule 3 -09 of
Regulation S -X were  not required for  your equity method investee , OCI Wyoming, L.P
for the year ended December 31, 2013 .  Provide all cal culations and assumptions as
applicable.

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 the information the Securities Exchange Act of
1934 and all applicable Ex change Act rules require.   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 provide  a written statement from the company
acknowledging that:
 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Com mission 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 federal securities laws of the United States.

You may contact Blais e Rhodes  at (202) 551 -3774 or Raj Rajan  at (202) 551 -3388 if you
have questions regarding comments on the financial statements and related matters.  Please
contact John Coleman at (202) 551 -3610 with engineering questions.

Sincerely,

 /s/Tia L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel , and
Mining