================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 21, 2004 ---------- NATURAL RESOURCE PARTNERS L.P. (Exact name of registrant as specified in its charter) DELAWARE 001-31465 35-2164875 (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation or organization) Number) Identification No.) 601 JEFFERSON, SUITE 3600 HOUSTON, TEXAS 77002 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (713) 751-7507 ================================================================================ ITEM 5. OTHER EVENTS. On January 21, 2004, Natural Resource Partners L.P. announced an increase of $0.025 per unit in its quarterly distribution to $0.5625 per unit, or $2.25 per unit on an annualized basis. The distribution is payable on February 13, 2004 to unitholders of record on February 2, 2004. NRP has filed the press release announcing the distribution increase as Exhibit 99.1 to this Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit No. Description 99.1 Press release dated January 21, 2004 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NATURAL RESOURCE PARTNERS L.P. (Registrant) By: NRP (GP) LP its General Partner By: GP Natural Resource Partners LLC its General Partner /s/ Wyatt L. Hogan ---------------------------------- Wyatt L. Hogan Vice President and General Counsel Dated: January 22, 2004 EXHIBIT INDEX Exhibit No. Description 99.1 Press release dated January 21, 2004