SecProbe.io

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Room 4561

	October 31, 2005

Mr. Jay Gelman
Chief Executive Officer
Alliance Distributors Holding Inc.
15-15 132nd Street
College Point, New York 11356

Re:	Alliance Distributors Holding Inc.
	Registration Statement on Form SB-2 filed October 7, 2005
	File No. 333-128892

Dear Mr. Gelman:

      This is to advise you that we have limited our review of the
above filings to the matters addressed in the comments 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.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  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 look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.   Feel free to call us at the telephone numbers listed
at
the end of this letter.

Selling Security Holders, page 6

1. Please confirm that no selling security holder is a registered
broker-dealer other than Sunrise Securities.  Please elaborate in
your disclosure on the investment-banking services provided by
Sunrise Securities and the manner in which the compensation for
the
services was computed.

2. Please confirm that no selling security holder is an affiliate
of
a registered broker-dealer other than Smithfield Fiduciary and
Rosenthal & Rosenthal.  If a selling stockholder is an affiliate
of a
registered broker-dealer, please expand the prospectus disclosure
to
indicate whether such selling stockholders acquired the securities
to
be resold in the ordinary course of business.  Also indicate
whether
at the time of the acquisition such selling security holders had
any
agreements, understandings or arrangements with any other persons,
either directly or indirectly, to dispose of the securities.

3. Please disclose the natural persons who exercise the voting
and/or
dispositive powers with respect to the securities to be offered
for
resale by your selling security holders that are non-reporting
entities.  We note that Theseus Fund does not have such required
disclosure.  Please see Interpretation I.60 of our July 1997
Manual
of Publicly Available Telephone Interpretations and Interpretation
4S
of the Regulation S-K portion of the March 1999 Supplement to our
July 1997 Manual of Publicly Available Telephone Interpretations.

Exhibit 5.1

4. We note that counsel opines on the legality of the shares of
common stock currently outstanding as well as those underlying
outstanding warrants.  Your registration statement, however,
includes
the registration for resale of shares issuable upon conversion of
your Series A preferred stock.  Please have counsel opine on the
legality of such shares.

Signatures

5. Please identify the person signing in the capacity of the
controller or principal accounting officer or, otherwise, have
your
controller or principal accounting officer execute the
registration
statement.  Please see the Instructions to Signatures on Form SB-2
for additional guidance.

*              *              *              *

      As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities Act
and
Exchange Act and that they have provided all information investors
require for an informed investment 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 the staff comments and the
declaration
of effectiveness 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 your registration statement as a confirmation of
the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act and the
Exchange
Act 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.

      We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

      You may contact Daniel Lee at (202) 551-3477 with any
questions.  If you need further assistance, you may contact Anne
Nguyen, Special Counsel, at (202) 551-3611 or me at (202) 551-
3735.

	Sincerely,

	Barbara C. Jacobs
	Assistant Director

cc:	Via Facsimile
	Oscar D. Folger, Esq.
	521 5th Avenue
	New York, New York 10175
	Telephone: (212) 697-6464
	Facsimile:  (212) 697-7833

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