UNITED STATES 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): May 31, 2011

Rhino Resource Partners LP

(Exact name of registrant as specified in its charter)

424 Lewis Hargett Circle, Suite 250
Lexington, Kentucky 40503
(Address of principal executive office) (Zip Code)

(859) 389-6500
(Registrants’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

On May 31, 2011, Rhino GP LLC (“Rhino GP”), the general partner of Rhino Resource Partners LP (the “Partnership”), entered into an amended and restated employment agreement (as amended and restated, the “Agreement”) with Richard A. Boone, which Agreement sets forth the parties’ duties and obligations with respect to Mr. Boone’s employment as the Chief Financial Officer of Rhino GP.  The Agreement has a three-year term.

Pursuant to the terms of the Agreement, Mr. Boone’s compensation and benefits will include the following:  (i) an annual base salary of $275,000 per year (subject to annual increases of $20,000 per year); (ii) participation in any Rhino GP annual or long-term, cash or equity incentive plan; (iii) an annual performance-based discretionary bonus of up to 75% of Mr. Boone’s base salary; (iv) eligibility to participate in Rhino GP’s 401(k) plan and profit sharing and non-qualified deferred compensation plans, if any; (v) eligibility to participate in Rhino GP’s medical plan and other employee benefit plans; (vi) three weeks of annual paid vacation; and (vii) use of a company vehicle.

If Rhino GP terminates Mr. Boone’s employment for “cause” or Mr. Boone resigns his employment without “good reason” (as such terms are defined in the Agreement), Mr. Boone will be entitled to: (i) any earned but unpaid base salary through the date of termination; (ii) payment in respect of any accrued but unused vacation, and (iii) reimbursement for any accrued business expenses. (collectively, the “Accrued Obligations”).

If Rhino GP terminates Mr. Boone’s employment without “cause” or Mr. Boone resigns his employment with “good reason”, Mr. Boone will generally be entitled to: (i) twelve months of base pay and (ii) any Accrued Obligations.

Mr. Boone is also entitled to the payment of any Accrued Obligations in the event of his death or disability, and, in the event of his death, a pro rata portion of his discretionary bonus at the determination of Rhino GP, as well as any death benefits payable to the designated beneficiary of Mr. Boone.

Following his termination for any reason, Mr. Boone will be subject to a one-year non-competition agreement and a two-year non-solicitation agreement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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