SecProbe.io

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Mail Stop 0406

      January 21, 2005

Jay Gelman
Chief Executive Officer
Alliance Distributors Holding Inc.
521 Fifth Avenue
New York, New York 10175

Re:  	Alliance Distributors Holding Inc.
	Form SB-2 filed December 23, 2004
      File No. 333-121607

Dear Mr. Gelman:

      We have limited our review of the above captioned
registration
statement to the matters identified below.  Where indicated, we
think
you should revise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our
comment
is inapplicable or a revision is unnecessary.  Please be as
detailed
as necessary in your explanation.  After reviewing this
information,
we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We welcome any questions you may have about our comments or on any
other aspect of our review and look forward to working with you.
Feel free to call us at the telephone numbers listed at the end of
this letter.

Form SB-2

Selling Shareholders, page 9
1. Please identify the natural persons who exercise sole or shared
voting and/or dispositive powers with respect to the shares held
by
each legal entity in the selling shareholder table.  If a listed
shareholder is a reporting company under Section 13(a) or 15(d) of
the Exchange Act, or a registered investment company, we will not
require this natural person disclosure, but please include an
explanatory footnote.   See interpretation I.60 of our July 1997
Corporation Finance Telephone Interpretation Manual, as well our
interpretation 4S of the Regulation S-K section of the March 1999
supplement, by analogy.
2. Please disclose whether any of the selling shareholders are
registered broker-dealers or affiliates of registered broker-
dealers.
Any registered broker-dealer selling shares, such as Sunrise
Securities, must be identified as an underwriter in the prospectus
unless such shares were acquired as compensation for investment
banking or similar services.  To the extent that any of the
selling
shareholders are affiliates of broker-dealers, please indicate
whether they acquired their shares in the ordinary course of
business
and whether, at the time of the purchase of the securities to be
resold, the seller had any agreements, plans or understandings,
directly or indirectly, with any person to distribute the
securities.

Plan of Distribution, page 14
3. We note your disclosure that the selling security holders may
sell
ordinary shares short and deliver the shares offered by this
prospectus to cover such short positions.  Please supplementally
confirm that Alliance Distributors and the selling security
holders
are aware of Corporation Finance Telephone Interp. A. 65 (July
1997).
Closing

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

*should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
*the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
*the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	Any questions should be directed to Loryn Zerner at (202)
942-
1910.  If you need additional assistance you may contact Mark P.
Shuman, Branch Chief-Legal at (202) 942-1818 or me at (202) 942-
1800.
								Sincerely,

								Barbara C. Jacobs
								Assistant Director

via facsimile: 212-697-7833
cc:  Oscar D. Folger, Esq.

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Alliance Distributors Holding Inc.
January 21, 2005
Page 3

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