SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

September 10, 2004

via U.S. mail

Peter T. Socha
President and Chief Executive Officer
James River Coal Company
901 E. Byrd Street, Suite 1600
Richmond, Virginia 23219

Re:	James River Coal Company
	Form S-1 filed August 13, 2004
	File No. 333-118190

Dear Mr. Socha:

	We have reviewed your filing and have the following comments.
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.

General Comments

1. Many of our comments apply to disclosure or to an issue that
appears in more than one place.  To eliminate the need for us to
issue repetitive comments, please make corresponding revisions to all
similar disclosure wherever it appears throughout the document.

2. Advise us what steps you have taken to have your stock traded on
the OTC Bulletin Board and the NASDAQ National Market.  Eliminate the
references to the NMS throughout the filing unless you expect it to
quote the stock shortly after effectiveness of the registration
statement.  Also, because there does not appear to be a market for
your stock, disclose on the prospectus cover page the price at which
the shares will be offered to the public until such time as the
shares become listed or quoted.

3. Provide the disclosure Item 502(b) of Regulation S-K requires.

Application for Confidential Treatment

4. We will issue under separate cover any comments relating to your
application for confidential treatment related to omitted portions of
exhibits 10.7 and 10.8.  We will not be in a position to consider a
request for accelerated effectiveness of your registration statement
until all outstanding issues, including any related to the
application, have been resolved.

Prospectus Cover Page

5. Make clear that all shares being offered were issued to the
selling shareholders pursuant to the plan of reorganization.
Substantially shorten the third paragraph by replacing the first two
sentences with a statement that you have applied to have your stock
traded on the OTCBB, or advise us why that is inaccurate.

Risk Factors, page 3

6. Eliminate from this section disclosure that mitigates the risk you
present.  Examples include a number of clauses that begin "although,"
references to your insurance coverage and the following: "In an
attempt to minimize our exposure to short-term market swings,
maintain flexibility in our production portfolio and preserve our
ability to react to opportunities in the market...."

7. Eliminate suggestions that you "cannot accurately predict,"
"cannot be assured," "cannot be certain" and "cannot assure"
particular outcomes.  Also, eliminate extraneous detail like, for
example, much of the historical background you provide from pages 5
through 8.  Instead, state each risk directly and succinctly.

8. Ensure that you identify all known, material risks in this
section, and eliminate disclosure elsewhere that suggests otherwise.
For example, the first paragraph in the MD&A section refers to "the
risks discussed in [the Risk Factors section] and elsewhere."

We may be unable to comply with restrictions, page 15

9. Consider quantifying for each bullet point the covenant
limitation.  In the MD&A disclosure, provide detailed quantification
and a textual explanation regarding the requirements for each listed
item.

An active trading market may not develop, page 16

10. Substantially shorten and focus your disclosure in this risk
factor to emphasize the potential harm to new investors.  Move the
discussion of the "assumed reorganization value" to the "Chapter 11
Reorganization" section, where you also need to explain it in greater
detail.

We will incur increased costs, page 16

11. It would seem that all companies conducting an initial offering
of their stock would face this risk.  Please revise to indicate how
this risk makes an investment in your particular company speculative
or risky.  In the alternative, delete this risk factor.

Our dividend policies and other restrictions, page 17

12. Revise your captions to identify the risk succinctly.  For
example, this caption could indicate that dividends are unlikely and
potentially prohibited.  The last caption on page 13 also requires
revision.

Forward Looking Statements, page 18

13. Please delete any reference to Section 27A of the Securities Act
and Section 21E of the Exchange Act.  These provisions do not apply
to initial public offerings.  Also, it appears inappropriate to
suggest that "will" identifies forward-looking statements.

Chapter 11 Reorganization, page 20

14. Provide a complete discussion of the provisions of the Plan that
would be material to a potential investment in the offered
securities, rather than suggesting your discussion merely summarizes
"certain" provisions and "does not purport to be complete."  Make
parallel revisions elsewhere as necessary, including with regard to
the description of your common stock that appears at page 81 pursuant
to Item 202 of Regulation S-K.

Management`s Discussion and Analysis

Results of Operations - page 31

15. Provide both a short- and long-term analysis of your business.
Provide prospective analysis for each material aspect of your results
of operations, beyond the basic presentation at page 23.  Identify in
necessary detail all known trends, including any relating to
disruptions in rail service in 2004.  For example, if material
customers have or might be expected to decrease purchases from time
to time as a result of having more aggressively managed their
stockpiles, disclose this.  If management is unable to identify any
material trends, please so state.  Refer to Release No. 33-8350.
16. When more than one factor is cited for discussing the reasons for
changes in your financial condition or results of operations, discuss
and quantify the relative contribution of each factor.  For example,
you state that the increase in operating costs was due to higher
sales related costs, higher labor and benefit costs, higher costs for
steel and other raw materials and a fresh start adjustment to
inventory.  Please quantify each factor.

Business, page 48
Customers and Coal Contracts, page 54

17. We note that Georgia Power accounted for 43% of your 2003
revenues, pursuant to a long-term contract.  Explain how you will be
able to ensure that it will account for 35% or less of your annual
revenues going forward in order to comply with your Senior Secured
Credit Facility`s limitation.

Management, page 63

18. Many of your biographical sketches fail to provide an unambiguous
description of the individual`s business experience for the past five
years, without material gaps in time.  Others fail to specify the
"various positions" held during the period or the nature of the
employer`s business.  Please revise the sketches for Messrs. Socha,
Hopkins, Douthat, Evans, Wilson (both James and Jeffrey), Crown and
Vining accordingly.  Refer to Item 401(e) of Regulation S-K.

Securities Law Consideration, page 79

19. Reconcile the statement in this section, that all shares issued
pursuant to the reorganization met Section 1145 requirements and were
therefore exempt, with the statement on the cover page and page 16
that "most" such shares were exempt.  Explain in necessary detail the
reason for any uncertainty in that regard.  Also explain the
statement at page 80: "Without limiting the effect of Section
1145...."  We may have additional comments.

Description of Capital Stock, page 81
Common Stock, page 81

20. It is unclear why you present this information in the future
tense.  The reference to your Risk Factors section for a "more
complete" discussion of the dividend policy also appears
inappropriate.  Please revise accordingly.

Legal Matters - page 88

21. Because you have filed Exhibit 5, please revise to indicate that
Kilpatrick Stockton LLP has passed upon the validity of the shares
being offered.

Financial Statements and Related Disclosure

General

22. We note your disclosure on page 20 and F-2 that you emerged from
bankruptcy on May 6, 2004.  It appears that you need to restate your
financial statements and financial data to report fresh start
accounting as of this date.  Refer to paragraph 35 of SOP 90-7.

23. Continue to monitor the requirement to update your financial
statements, as indicated in Rule 3-12 of Regulation S-X.

24. Provide a currently dated consent from the independent
accountants in your amendment.

Risk factors, page 3

25. We note on page 7, your disclosure regarding the EPA`s proposed
emissions standards for electric utility steam generating units.
Please update your filing for any updates that may have occurred
since the end of the comment period as of June 29, 2004.

Chapter 11 reorganization, page 21

26. Revise your disclosure that your consolidated financial
statements after emergence from bankruptcy are not "entirely
comparable" to clarify that they are not comparable because they are
financial statements of a new entity.  Refer to paragraph 40 of SOP
90-7.  This comment applies to your like disclosure on page 29 and
elsewhere in your filing.

27. We note that you have disclosed the unaudited balance sheets of
the predecessor and successor companies.  Please remove this
disclosure and instead provide a cross reference to the related
information disclosed on pages F-45 to F-49 to avoid investor
confusion.

Future results of operations, page 23

28. We note that you have identified certain "items, among others"
that you expect will cause in your results of operations prior to the
bankruptcy to differ from your results of operations after your
emergence from bankruptcy on May 6, 2004 to avoid investor confusion.
It appears that you need to expand this discussion to provide a more
comprehensive analysis and clarify whether or not you are providing a
financial forecast.  You may also want to consider the need to
provide pro forma financial information.  We may have further
comment.  Refer to Rules 11-01(8) and 11-03 of Regulation S-X as well
as Item 10(b) of Regulation S-K.

Selected financial data, page 24

29. Expand the introductory paragraph to:

(a)	Identify the periods that you were in bankruptcy.
(b)	Disclose the date you emerged from bankruptcy, which disclose
was on May 6, 2004
(c)	Disclose that you implemented "fresh start" accounting in
accordance with the American Institute of Certified Public
Accountants ("AICPA") Statement of Position No. 90-7, "Financial
Reporting by Entities in Reorganization under the Bankruptcy Code"
("SOP 90-7"), upon emergence from bankruptcy.
(d)	Explain the requirements of fresh start accounting  and how it
impacted your historical results of operations, cash flows and
financial position, such as your 2004 gain on debt extinguishment.
(e)	Cross reference to your related  footnote disclosure.
(f)	Explain that as a result the predecessor financial statements
are not comparable to the successor financial statements.

Refer to Instruction 2 to Item 301 of Regulation S-K.

30. Revise your selected financial data tables to segregate the
predecessor financial data so that it is separate and apart from the
successor information.  This can be achieved by reporting a vertical
black line between the predecessor and successor information.  We
note that you have used this presentation on page F-34.

31. Revise to refer to all periods as either processor or successor.
We note that the annual periods are not referred to as predecessor
financial data.

32. Revise your captions on page 27 to refer to the date of the
balance sheet data rather than referring to a number of periods
preceding it.

33. We note that you have provided interim information for the 3
months ended June 30, 2003.  Note that this information is not
required.  Refer to Rule 3-12(a) of Regulation S-X.

Management`s discussion and analysis of financial condition and
results of operations

Overview

34. Expand your Management`s Discussion and Analysis to identify your
key performance indicators. Please refer to the Commission Guidance
Regarding Management`s Discussion and Analysis of Financial Condition
and Results of Operations (Release Nos. 33-8350, 34-48960, and FR-
72), and revise your disclosure accordingly.

Results of operations

35. We note that you have combined the predecessor and successor
financial results your discussion of results for the three and six-
month periods ended June 30, 2004.  Revise your results of operations
discussion to clarify and reiterate that the information is not
comparable and only discuss revenues and direct operating expenses.
Additionally, remove all indications that this discussion of
information prior to the most recent year-end and interim period
represent or were prepared on a pro forma basis.

Six Months Ended June 30, 2004 Compared with the Six Months Ended
June 30, 2003, page 34

36. We note in your discussion of operating costs on page 35 that the
cost of coal has decreased in 2004.  Your disclosure appears to
discuss reasons for increases in the cost of coal, rather than
explain the decrease.  Please modify your document to discuss the
reasons for the decrease in the cost of coal in 2004 compared to
2003.  We note your related discussion of the decrease in coal
shipments in 2004 as compared to 2003 on page 34.

Year Ended December 31, 2003 Compared with the Year Ended December
31, 2002, page 37

37. We note your discussion that indicates revenues decreased in 2003
compared to 2002 due to fewer tons being available for sale.  Please
expand your disclosure to provide more insight into the reasons fewer
tons were available for sale and indicate whether or not additional
reductions are expected in future periods.  We note a like reduction
in the comparison of the six-month periods ended June 30, 2003 and
2004.  Additionally, expand your liquidity discussion to explain the
expected impact of additional production declines and how you plan to
recover these shortfalls.

Liquidity and Capital Resources, page 41

38. We note that your cash from operations has changed significantly
in the periods you discuss, and that you identify several significant
uncertainties in other areas of the document that may impact the
indicative value of your reported financial information.  However,
there appears to be no discussion of the primary drivers underlying
your operating cash flows (e.g. cash receipts from the sale of goods
and services and cash payments to acquire materials for manufacture,
or goods for resale), or how the uncertainties may effect future
periods.  Please refer to Section IV.B of the Commission Guidance
Regarding Management`s Discussion and Analysis of Financial Condition
and Results of Operations (Release Nos. 33-8350, 34-48960, and FR-
72), and revise your disclosure accordingly.

39. Your tabular disclosure of contractual obligations does not
appear to include disclosure of purchase obligations.  Please modify
your disclosure to include quantitative disclosure of these
obligations as is required to be disclosed by Item 303(a)(5)(i) of
Regulation S-K.

40. We note from your disclosures that your obligations relative to
black lung are unfunded.  Please modify your liquidity dis