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                  [STUBB ALDERTON & MARKILES, LLP LETTERHEAD]

                                           JOHN MCILVERY
                                           Partner
                                           Direct       818.444.4502
                                           Voice
                                           Direct Fax   818.474.8602
                                           Mobile       626.705.0758
                                           E-Mail       jmcilvery@biztechlaw.com

November 10, 2005

VIA EDGAR

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

         RE:      NATIONAL COAL CORP.
                  RESPONSES TO STAFF COMMENTS OF SEPTEMBER 15, 2005 WITH RESPECT
                  TO:

                  FORM 10-KSB FOR FISCAL YEAR ENDED DECEMBER 31, 2004
                  FILED MARCH 31, 2005
                  FILE NO. 0-26509

Ladies and Gentlemen:

         On behalf of National Coal Corp. (the "COMPANY"),   we  hereby  provide
supplementally  the following  responses in reply to the Staff's comment letter,
dated  September  15,  2005 (the  "COMMENT  LETTER").  The  factual  information
provided  herein  relating to the Company has been made  available  to us by the
Company. Paragraph numbering used for each supplemental response set forth below
corresponds to the numbering used in the Comment Letter.

         In addition, we have enclosed for your review one copy with exhibits of
the  Company's  draft  Amendment  No. 1 to Annual  Report on Form 10-KSB for the
fiscal year ended December 31, 2004 (the "10-KSB AMENDMENT").  Please be advised
that the Company  intends to file,  at a later  date,  the 10-KSB  Amendment  in
response to the Comment Letter and any further direction from the Securities and
Exchange  Commission  Staff  (the  "STAFF")  in  connection  with the  following
responses.

FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

ENGINEERING COMMENTS

GENERAL

1.       INSERT A  SMALL-SCALE  MAP  SHOWING  THE  LOCATION  AND  ACCESS TO YOUR
         PROPERTY.  BRIEFLY  DESCRIBE THE ROAD,  BARGE AND/OR RAILROAD ACCESS TO
         EACH OF YOUR  PROPERTIES IN THE TEXT. NOTE THAT SEC'S EDGAR PROGRAM NOW
         ACCEPTS DIGITAL MAPS. SO PLEASE INCLUDE THESE IN ANY FUTURE  AMENDMENTS
         THAT ARE UPLOADED TO EDGAR. IT IS RELATIVELY EASY TO INCLUDE  AUTOMATIC
         LINKS AT THE APPROPRIATE  LOCATIONS  WITHIN THE DOCUMENT TO GIF OF JPEG
         FILES, WHICH WILL ALLOW THE

          15821 Ventura Boulevard, Suite 525, Encino, California 91436
           office > 818.444.4500 fax > 818.444.4520 www.biztechlaw.com

Securities and Exchange Commission
November 10, 2005
Page 2

         FIGURES  AND/OR  DIAGRAMS  TO  APPEAR IN THE  RIGHT  LOCATION  WHEN THE
         DOCUMENT  IS  VIEWED  ON THE  INTERNET.  FOR MORE  INFORMATION,  PLEASE
         CONSULT THE EDGAR MANUAL, AND IF YOU NEED ADDITIONAL ASSISTANCE, PLEASE
         CALL FILER SUPPORT AT  202-942-8900.  OTHERWISE  PROVIDE THE MAP TO THE
         ENGINEERING STAFF FOR OUR REVIEW.

         The  Company  has  included  in  "Item  2.  Properties"  in the  10-KSB
Amendment a  small-scale  map showing the location  and access to the  Company's
mining properties in Tennessee and Kentucky, as well as additional disclosure of
the road and railroad access to such properties. The Company submitted this same
map as part of its written  submission  to Mr. Ken Schuler,  Mining  Engineer on
October 18, 2005.

LONG-TERM CONTRACTS, PAGE 4

2.       THE FIRST  PARAGRAPH OF PAGE 5 YOU MAKE THE COMMENT THAT  NATIONAL COAL
         CORPORATION  IS NOT AN  EXPLORATION  COMPANY  AND  YOU  COMMENCED  MINE
         OPERATIONS  IN THE  THIRD  QUARTER  OF 2003.  WITHOUT A  "RESERVE,"  AS
         DEFINED BY THE GUIDE 7(A)(1),  THE COMPANY MUST BE IN THE  "EXPLORATION
         STAGE," AS DEFINED BY GUIDE 7(A)(4)(I). FOR REFERENCE, INDUSTRY GUIDE 7
         MAY   BE   FOUND   ON  THE   INTERNET   AT   THE   FOLLOWING   ADDRESS:
         WWW.SEC.GOVE/DIVISIONS/CORPFIN/FORMS/INDUSTRY.HTM@SECGUIDE7.

         The Company  respectfully submits that it has "reserves," as defined in
Industry  Guide  7(a)(1) and therefore it is not in the  "exploration  stage" as
defined by Guide 7(a)(4).  Please refer to the Company's  written  submission of
October 18, 2005 to Mr. Ken Schuler,  Mining Engineer, for a detailed discussion
of the  Company's  "reserves"  and the  documentation  supporting  the Company's
determinations.

         The  Company  has  included  in  "Item  2.  Properties"  in the  10-KSB
Amendment, disclosure of the Company's "reserves" at December 31, 2004.

3.       THE WORDS  "DEVELOPMENT"  AND  "PRODUCTION"  ALSO  HAVE  VERY  SPECIFIC
         MEANINGS UNDER INDUSTRY GUIDE 7. THE TERMS  REFERENCE THE  "DEVELOPMENT
         STAGE" WHEN COMPANIES ARE ENGAGED IN PREPARING RESERVES FOR PRODUCTION,
         AND "PRODUCTION STAGE" WHEN COMPANIES ARE ENGAGED IN  COMMERCIAL-SCALE,
         PROFIT-ORIENTED  EXTRACTION OF MINERALS FROM  RESERVES.  IF THE COMPANY
         DOES NOT DISCLOSE ANY  "RESERVES," AS DEFINED BY GUIDE 7, PLEASE REMOVE
         THE  TERMS  "DEVELOP,"  "DEVELOPMENT,"  "OPERATIONS,"  OR  "PRODUCTION"
         THROUGHOUT THE DOCUMENT, AND REPLACE THIS TERMINOLOGY,  AS NEEDED, WITH
         THE TERMS  "EXPLORE" OR  "EXPLORATION."  THIS INCLUDES THE USING OF THE
         TERMS  IN  THE  FINANCIAL   STATEMENT  HEAD  NOTES  AND  FOOTNOTES  SEE
         INSTRUCTION 1 TO PARAGRAPH (A), INDUSTRY GUIDE 7.

Securities and Exchange Commission
November 10, 2005
Page 3

         As indicated  in response to Comment 2 above,  the Company has included
in "Item 2.  Properties"  in the 10-KSB  Amendment,  disclosure of the Company's
"reserves" at December 31, 2004.  At December 31, 2004,  the Company was engaged
in commercial-scale,  profit-oriented  extraction of minerals from reserves. The
Company respectfully asserts that it was in the production stage at December 31,
2004.

OUR OPERATIONS, PAGE 10

4.       DISCLOSE IF A QUALIFIED  TITLE COMPANY  CONFIRMS  YOUR  PROPERTY  RIGHT
         ASSERTIONS. DISCUSS WHAT TYPE OF TITLE REVIEW YOU HAVE FOR THE MAJORITY
         OF YOUR PROPERTIES.

         The  Company  has  included  in  "Item  2.  Properties"  in the  10-KSB
Amendment,  disclosure  of  the  Company's  title  review  and  title  insurance
practices,  including  that the  Company  has  obtained  a title  review  from a
licensed attorney with respect to its New River Tract in Anderson,  Campbell and
Scott  Counties,  Tennessee,  the  Company  did not obtain a title  review  with
respect  to its  Straight  Creek  Tract in Bell,  Harlan  and  Leslie  Counties,
Kentucky,  and that the Company has not obtained title insurance with respect to
any of its property rights.

5.       FOR EACH OF YOUR MINES,  PROVIDE THE  DISCLOSURES  REQUIRED BY INDUSTRY
         GUIDE 7(B). IN PARTICULAR, PROVIDE A BRIEF DISCUSSION OF:

         1.       THE COAL BEDS OF INTEREST, INCLUDING MINABLE COAL THICKNESS.
         2.       THE DESCRIPTION AND CAPACITIES OF THE MINE,  MINING  EQUIPMENT
                  USED, AND OTHER INFRASTRUCTURE FACILITIES PRESENT.
         3.       A LIST OF YOUR COAL PROCESSING AND/OR HANDLING FACILITIES.
         4.       THE  ROAD,  BARGE  AND/OR  RAILROAD  ACCESS  TO  EACH  OF YOUR
                  PROPERTIES.
         5.       THE PRESENT CONDITION OF THE MINE.
         6.       MATERIAL  EVENTS OF INTEREST  CONCERNING THE MINE,  ADVERSE OR
                  OTHERWISE WITHIN THE LAST THREE YEARS.
         7.       ANY MINE EXPANSIONS,  CONTRACTIONS OR  DECOMMISSIONING  WITHIN
                  THE LAST THREE YEARS.
         8.       ANY PLANNED EXPANSIONS OR REDUCTIONS IN MINING.
         9.       ANY JOINT OWNERSHIP OR LEASE OPERATIONS.
         10.      ANY USE OF MINING CONTRACTORS.

         The Company has included  additional  disclosure in "Item 1.  Business"
and "Item 2.  Properties"  in the 10-KSB  Amendment  in  response to the Staff's
comments.

Securities and Exchange Commission
November 10, 2005
Page 4

RESERVES, PAGE 13

6.       YOU STATE ON PAGE 13 THAT  NATIONAL  COAL  CORPORATION  DOES NOT REPORT
         RESERVES IN FINANCIAL  STATEMENTS.  PLEASE REMOVE THIS ASSERTION.  THIS
         ISSUE IS NOT GERMANE IN THAT ONLY THE ACQUISITION AND DEVELOPMENT COSTS
         OF MINERAL  PROPERTIES  ARE REPORTED IN FINANCIAL  STATEMENTS OF MINING
         COMPANIES,  NOT THE RESERVES. SINCE YOU ARE IN THE EXPLORATION STAGE AS
         DEFINED IN INDUSTRY GUIDE 7,  CAPITALIZATION  OF CERTAIN COSTS THAT YOU
         HAVE  CAPITALIZED IS NOT APPROPRIATE AND RESULTING  AMORTIZATION OF THE
         MINING  ASSETS  DOES NOT HAVE A BASIS  FOR  DEPRECIATION  OR  DEPLETION
         WITHOUT  A  RESERVE  DECLARATION.  BASED  ON THESE  CIRCUMSTANCES,  THE
         ASSERTION IN THE AUDITOR'S REPORT THAT THE FINANCIAL  STATEMENTS COMPLY
         WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IS INAPPROPRIATE AND YOUR
         ACCOUNTING  SHOULD BE CONSISTENT WITH THAT APPLICABLE TO AN EXPLORATION
         COMPANY.   PLEASE  CALL  US  TO  DISCUSS  THIS  MATTER  FURTHER  BEFORE
         RESPONDING  TO THIS  COMMENT.  WE WILL RESUME OUR REVIEW OF YOUR FILING
         AFTER THIS MATTER HAS BEEN RESOLVED AND MAY HAVE ADDITIONAL COMMENTS.

         As  discussed  in response to Comments 2 and 3 above,  the Company does
have "reserves" as defined in Industry Guide 7, and is in the production  stage.
The Company has removed all  disclosure in the 10-KSB  Amendment  that indicates
that the  Company  does not have  reserves.  As the  Company  has  reserves,  it
respectfully asserts that the capitalization of costs is appropriate.

7.       IN THE  INTRODUCTORY  PARAGRAPHS TO THIS  SECTION,  DISCLOSE THAT UNDER
         CURRENT MINING PLANS ALL REPORTED RESERVES WILL BE MINED OUT WITHIN THE
         PERIOD OF  EXISTING  LEASES  (CONCESSION)  OR WITHIN THE TIME PERIOD OF
         ASSURED LEASE RENEWAL PERIODS. AS NEEDED, REVISE YOUR RESERVE ESTIMATES
         TO ALLOW YOU TO MAKE THIS  STATEMENT.  ALSO,  DISCLOSE  THAT ALL MINING
         RESERVES HAVE THEIR  REQUIRED  PERMITS OR  GOVERNMENTAL  APPROVALS,  OR
         THERE IS A VERY HIGH PROBABILITY THAT THESE APPROVALS WILL BE SECURED.

         The Company has included additional  disclosure in "Item 2. Properties"
in the 10-KSB Amendment in response to the Staff's comments

                                    * * * * *

         The Company acknowledges that:

         o        the Company is  responsible  for the  adequacy and accuracy of
                  the disclosure in the filing;

         o        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

Securities and Exchange Commission
November 10, 2005
Page 5

         o        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.

         We hope the above has been responsive to the Staff's  comments.  If you
have any questions or require any additional  information  or documents,  please
telephone me at (818) 444-4502.

                                         Sincerely,

                                         /s/ John McIlvery
                                         ---------------------------
                                         John J. McIlvery

cc:      Jon Nix
         Mark Oldham
         Charles Kite
         Gaylen Hansen
         James Junewicz

================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 AMENDMENT NO. 1
                                       TO
                                  FORM 10-KSB/A

[X]      Annual Report Under Section 13 or 15(d) of the Securities  Exchange Act
         of 1934

                   For the fiscal year ended December 31, 2004

[_]      Transition  Report  Pursuant  to Section 13 or 15(d) of the  Securities
         Exchange Act of 1934

  For the transition period from __________________ to ______________________.

                         Commission file number 0-26509

                               NATIONAL COAL CORP.
        (Exact Name of Small Business Issuer as Specified in its Charter)

          FLORIDA                                                65-0601272
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

                            8915 GEORGE WILLIAMS ROAD
                               KNOXVILLE, TN 37923
                    (Address of Principal Executive Offices)

                                 (865) 690-6900
                (Issuer's Telephone Number, Including Area Code)

         Securities registered under Section 12(b) of the Exchange Act:

                                      NONE

         Securities registered under Section 12(g) of the Exchange Act:

                    COMMON STOCK, PAR VALUE $.0001 PER SHARE

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements  for the past 90 days.

                              Yes |X|      No |_|

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained,  to the best of  registrant's  knowledge,  in definitive  proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
of any amendment to this Form 10-KSB. |_|

         Issuer's  Revenues  for the fiscal  year ended  December  31, 2004 were
$16,998,912.

         The aggregate  market value of the voting and non-voting  common equity
held by non-affiliates  computed by reference to the average bid and asked price
of such common equity, as of March 29, 2005, was $26,758,271.

         As of March 29, 2005, the issuer had 13,676,820 shares of common stock,
par value $.0001 per share, issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE

         Transitional  Small Business  Disclosure Format (check one):

                              Yes |_|      No |X|

================================================================================

                                EXPLANATORY NOTE

         We are filing this  Amendment  No. 1 to Annual  Report on Form 10-KSB/A
for the year ended December 31, 2004 (the "Amended Annual Report"), to amend our
Annual Report on Form 10-KSB for the year ended December 31, 2004 (the "Original
Annual  Report"),  which was  originally  filed with the Securities and Exchange
Commission  (the "SEC") on March 31,  2005.  The Company is filing this  Amended
Annual Report in response to comments received from the SEC. The following Items
amend the Original  Annual Report,  as permitted by the rules and regulations of
the SEC. Unless  otherwise  stated,  all  information  contained in this Amended
Annual Report is as of March 31, 2005. All capitalized terms used herein but not
otherwise  defined  shall have the  meanings  ascribed  to them in the  Original
Annual Report.

ITEM 1.  DESCRIPTION OF BUSINESS

                               CORPORATE OVERVIEW

         National Coal Corp. engages  principally in the business of mining coal
in Eastern Ten