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February 3, 2016

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:

Tia L. Jenkins

Senior Assistant Chief   Accountant

Office of Beverages,   Apparel and Mining

Re:

Alliance   Resource Partners, L.P.

Form 10-K   for the Year Ended December 31, 2014

Filed   February 27, 2015

Response   Dated January 7, 2016

File   No. 000-26823

Ladies and Gentlemen:

This letter sets forth the responses of Alliance Resource Partners, L.P. (the “Partnership”) to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated January 13, 2016 (the “Comment Letter”) in connection with our January 7, 2016 response to the Staff’s Comment Letter dated December 22, 2015 with respect to the Form 10-K for the year ended December 31, 2014 (the “Form 10-K”) filed by the Partnership on February 27, 2015.

For your convenience, we have repeated each comment of the Staff exactly as given in the Comment Letter in bold and italics below, and set forth below each such comment is our response.

Consolidated Financial Statements

Note 1, Organization and Presentation

Organization, page 79

1.              Your response to comment 1 indicates that Note 7 and 9 provide the disclosures regarding restrictions on the Intermediate Partnership’s and Alliance Coal’s assets and liabilities required by ASC 810-10-50-2AA.  Please tell us in greater detail the nature and significant terms of the restrictions imposed on the Intermediate Partnership’s and Alliance Coal’s ability to make distributions to ARLP and explain to us where your current disclosures address these restrictions.  In doing so, please also tell us what distributions can be made to ARLP from these VIEs without the consent of MGP, the managing general partner of the registrant and both VIEs.  If MGP, rather than ARLP, has the power to direct the activities of both VIEs, please tell us why this would not also constitute a form of restriction on the assets of these VIEs as it relates to ARLP.  Please revise the notes to your financial statement in future filings, as necessary, to explain in further detail the restrictions imposed on the ability of these VIEs to make distributions to ARLP.  Please also refer to Rule 4-08(e) of Regulation S-X.  Please provide us your proposed disclosures.

Response: We acknowledge the Staff’s comments and observed there are several inquiries within comment 1.  We will respond in the order of the Staff’s inquiries.

1a) Please tell us in greater detail the nature and significant terms of the restrictions imposed on the Intermediate Partnership’s and Alliance Coal’s ability to make distributions to ARLP.

Restrictions imposed on both the Intermediate Partnership’s and Alliance Coal’s ability to make distributions to ARLP relate to Section 6.3(a) of both the Intermediate Partnership’s Partnership Agreement and Alliance Coal’s Operating Agreement (collectively, the “VIE Agreements”) which require 100 percent

of Available Cash as defined in Section 1.1 of both VIE Agreements to be distributed to its unitholders, which in the case of Alliance Coal is the Intermediate Partnership and in the case of the Intermediate Partnership is ARLP with only nominal amounts, (approximately 1% in total from both VIEs) going to  MGP. Inherent in this distribution requirement is cash not considered “available”, or in other words restricted, which constitute reserves that are necessary or appropriate in the reasonable discretion of MGP to:

i)                                         Provide for the proper conduct of the business of the Partnership (including reserves for future capital expenditures and for anticipated future credit needs of the Partnership Group) — Partnership Group is defined as the Intermediate Partnership and Alliance Coal in the VIE Agreements.

ii)                                      Comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which any Group Member is party or by which it is bound or its assets are subject.

iii)                                   Provide funds for distributions under the terms of the ARLP Partnership Agreement for the next four quarters.

The VIE Agreements prohibit MGP from holding cash reserves that do not allow ARLP to distribute the Minimum Quarterly Distribution on all Common Units, plus any Cumulative Common Unit Arrearage on all Common Units. This demonstrates that the VIE Agreements were written with the express purpose of distributing all available cash ultimately to ARLP.

While MGP directs the activities of both VIEs and calculates cash available for distribution, it is directed through the VIE Agreements to distribute 100% of available cash and is further limited by the VIE Agreements on the cash reserves it can determine in the calculation of cash available for distribution.  Changes to the VIE Agreements require approval by a majority of unit holders, therefore MGP does not have the power to change the provisions of the VIE Agreements governing distributions without the consent of the limited partner unitholders.

In Note 9 we disclose that the Partnership must distribute all available cash to the unitholders.  The disclosure doesn’t specifically address the distributions of the VIEs to ARLP, however, because the VIEs make up virtually all the net assets of the Partnership, a reader could reasonably conclude that all of the available cash from the VIEs must be distributed to ARLP.  In our proposed new VIE footnote disclosure included below in our response to the Staff’s comment 4, we expanded our discussion regarding required distributions from the VIEs to ARLP to further support ARLP’s consolidation of the Intermediate Partnership and Alliance Coal.

There are restrictions imposed on the VIEs with respect to the credit facilities and senior notes in Section 5.02(g)(i) of the Credit Facility agreement and Section 10.7(a)(i) of the Senior Notes Agreement (collectively, the “Debt Agreements”).  These restrictions limit the distributions to be made by the VIEs to the cash available for distribution in the preceding quarter.  This restriction within the Debt Agreements is contemplated in the calculation of Cash Available for Distribution in accordance with the VIE Agreements and does not impose additional restrictions on distributions to ARLP from the VIEs.

In Note 7 we disclose that the Intermediate Partnership is the entity that entered into the Debt Agreements and we discuss the various covenants under the agreements which include among others, restrictions regarding  “…the amount of distributions by our Intermediate Partnership, incurrence of additional indebtedness and liens, sale of assets, investments, mergers and consolidations and transactions with affiliates.”  In our proposed new VIE footnote disclosure included below in our response to the Staff’s comment 4, we expanded our discussion regarding the restrictions placed on the VIE’s as it relates to the debt covenants to further support ARLP’s consolidation of the Intermediate Partnership and Alliance Coal.

1b) Explain to us where your current disclosures address these restrictions (noted in 1a).

We believe Note 7 and Note 9, as previously discussed, disclosed the restrictions regarding cash distributions to ARLP and how the distributions must be limited to maintain the operations of the Intermediate Partnership and Alliance Coal and further, how distributions to ARLP must be limited due to debt covenants imposed on the Intermediate Partnership.  However, as noted above, in our proposed new VIE footnote disclosure included below in our response to the Staff’s comment 4, we will highlight the discussions in Note 7 and Note 9 in more detail regarding how these restrictions impact the Intermediate Partnership’s and Alliance Coal’s ability to distribute cash to ARLP and nominal amounts to MGP.  We will also add a brief sentence in Note 7 and Note 9 regarding the importance of the distribution restrictions discussed in those Notes and then a cross reference back to the new proposed VIE footnote.  The additional sentences for Note 7 and Note 9 are also included below in our response to the Staff’s comment 4.

1c) In doing so, please also tell us what distributions can be made to ARLP from these VIEs without the consent of MGP, the managing general partner of the registrant and both VIEs.

No distributions can be made from the VIEs to ARLP without consent of the MGP; however, as previously discussed, MGP has a fiduciary and contractual duty to distribute 100% of available cash from the Intermediate Partnership and Alliance Coal to ARLP and from ARLP to ARLP’s limited partners and general partners.

1d) If MGP, rather than ARLP, has the power to direct the activities of both VIEs, please tell us why this would not also constitute a form of restriction on the assets of these VIEs as it relates to ARLP.

As previously discussed, although the MGP does have the power to direct the activities of both VIEs, MGP has a fiduciary and contractual duty to distribute 100% of available cash from the VIEs to ARLP.  It is also important to note that MGP is 100% owned by Alliance Holdings, GP, L.P. (“AHGP”) which also holds directly, a 41.9% limited partner interest in ARLP as well as indirectly, a 2% managing general partner interest through its ownership of MGP.  As a result, AHGP has both the power and benefits significant to ARLP as well as MGP and is therefore the primary beneficiary and consolidates both ARLP and MGP.  Given this common control of both ARLP and MGP, AHGP has the power to effectively block any divergence or change of ARLP’s, the Intermediate Partnership’s and Alliance Coal’s distributions to ARLP’s partners.  AHGP is also incentivized to cause available cash from the Intermediate Partnership and Alliance Coal to be distributed to ARLP to in turn allow ARLP to pay out incentive distribution rights assigned to MGP, in addition to the limited partner distributions from ARLP, both of which AHGP is the effective recipient. We have also included below a discussion of AHGP’s common control in our new proposed VIE footnote disclosure.

1e) Please revise the notes to your financial statement in future filings, as necessary, to explain in further detail the restrictions imposed on the ability of these VIEs to make distributions to ARLP.

See below under comment 4, the revised Consolidation Policy disclosure, the new proposed VIE footnote and additional brief language being added to Note 7 and Note 9.

1f) Please also refer to Rule 4-08(e) of Regulation S-X.

We considered the guidance in Rule 4-08(e) of Regulation S-X which states the following shall be set forth on the face of the appropriate statement or in appropriately captioned notes:

(e) Restrictions which limit that payment of dividends by the registrant

(1)         Describe the most significant restrictions on the payment of dividends by the registrant, indicating their sources, their pertinent provisions, and the amount of retained earnings or net income restricted or free of restrictions.

(2)         Disclose the amount of consolidated retained earnings which represents undistributed earnings of 50 percent or less owned persons accounted for by the equity method.

(3)         The disclosures in paragraphs (e)(3)(i) and (ii) in this section shall be provided when restricted net assets of consolidated and unconsolidated subsidiaries and the parent’s equity in the undistributed earnings of 50 percent or less owned persons accounted for by the equity method, exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. For purposes of this test, restricted net assets of subsidiaries shall mean that amounts of the registrant’s proportionate share of net assets (after intercompany eliminations) reflected in the balance sheets of its consolidated and unconsolidated subsidiaries as of the end of the most recent fiscal year which may not be transferred to the parent company in the form of loans, advances or cash dividends by the subsidiaries without the consent of a third party (i.e., lender, regulatory agency, foreign government, etc.). Not all limitations on transferability of assets are considered to be restrictions for purposes of this test, which considers only specific restrictions on the ability of subsidiaries to transfer funds outside of the entity.

(i)             Describe the nature of any restrictions on the ability of consolidated subsidiaries and unconsolidated subsidiaries to transfer funds to the registrant in the form of cash dividends, loans, or advances (i.e. borrowing arrangements, regulatory restraints, foreign government, etc.)

(ii)          Disclose separately the amount of such restricted net assets for unconsolidated subsidiaries and consolidated subsidiaries as of the end of the most recently completed fiscal year.

With respect to (e)(1), we believe our new proposed VIE footnote, included in our response to the Staff’s comment 4 below, provides the required disclosure under this section.

With respect to (e)(2), since ARLP does not account for either Alliance Coal or the Intermediate Partnership as equity investments, this section would not be applicable in our circumstance.

With respect to (e)(3), we determined, since MGP is under common control with ARLP, the only restriction a third party could have on the transfer of cash from the VIEs to ARLP is the Debt Agreement restrictions with respect to the required cash reserves held at the Intermediate Partnership and not included in cash available for distribution.  As total cash on hand as of December 31, 2014 (which would theoretically include cash reserves for that quarter ended) was less than 25 percent of total net assets of consolidated ARLP (2.4%), the disclosure provisions of this Rule would not be applicable to ARLP.

1g) Please provide us your proposed disclosures.

In our response to the Staff’s comment 4 below, please note the revised Consolidation Policy disclosure, the new proposed VIE footnote and additional brief language being added to Note 7 and Note 9 to address the issues discussed above.

2.              Your response to comment 1 indicates your VIE disclosures will be provided in several different footnotes.  If so, please cross reference these VIE disclosures pursuant to ASC 810-10-50-2AC.

Response: We acknowledge the Staff’s comment and believe our proposed reference to Note 7 and Note 9 in our proposed consolidation policy included below in our response to the Staff’s comment number 4 contains the appropriate cross references to where the restrictions are contained.  We are also proposing new disclosures as requested by the Staff that will summarize information regarding the VIEs within a single disclosure in a new subsection of our VIE footnote, which was included in our third quarter Form 10-Q.  Please see below our revised proposed disclosure of our VIE footnote in our response to the Staff comment 4.  In addition, we are adding a brief sentence in Note 7 and Note 9 highlighting the importance of distribution restrictions between the Intermediate Partnership and ARLP and the related impact on the VIE analysis.  We will reference the reader from Note 7 and Note 9 back to the VIE footnote to further improve the cross references emphasizing further the importance of these restrictions included in the VIE analysis.

3.              In addressing the disclosure requirements of ASC 810-10-50-2AA(a), please also disclose your conclusion from your December 3, 2015 response that MGP has the power to direct the activities of the Intermediate Partnership and Alliance Coal, but MGP does not have the obligation to absorb losses of these VIEs or the right to receive benefits from these VIEs that could potenti