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CORRESP
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CORRESP

Bartlit Beck Herman Palenchar & Scott llp
A LAW PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
www.bartlit-beck.com
DENVER OFFICE
1899 WYNKOOP STREET,
8th FLOOR
DENVER, CO 80202
TELEPHONE: (303) 592-3100
FACSIMILE: (303) 592-3140
CHICAGO OFFICE
COURTHOUSE PLACE
54 WEST HUBBARD STREET
CHICAGO, IL 60610
TELEPHONE: (312) 494-4400
FACSIMILE: (312) 494-4440
November 28, 2005
VIA FACSIMILE AND EDGAR

    Re:

    Alpha Natural Resources, Inc.

    Registration Statement on Form S-1

    File No. 333-129030

Securities and Exchange Commission

CF/AD4 100 F St. NE

Washington, DC 20549-7010

Fax: (202) 551-3757

Attn: Mellissa Campbell Duru

Dear Ms. Duru:

     Alpha Natural Resources, Inc., a Delaware corporation (the “Company”), filed a Registration
Statement on Form S-1 (File No. 333-129030) (the “Registration Statement”) with the SEC on October
14, 2005. The Company is in the process of revising the Registration Statement in response to the
Staff’s comment letter dated November 10, 2005. The Company currently intends to file
Pre-Effective Amendment No. 1 to the Registration Statement (the “Amendment”) no later than Friday,
December 2, 2005, to begin printing the preliminary prospectus no later than the evening of
Wednesday, December 7, 2005 and, assuming that the
Staff’s comments have been resolved by that date, to request that the SEC grant acceleration
of the effective date of the Registration Statement by no later than Tuesday, December 13, 2005.

     In an effort to expedite the Staff’s review of the Amendment, on the Company’s behalf we are
transmitting to you for review the current draft of the Company’s letter responding to the Staff’s
comment letter dated November 10, 2005, as well as the current drafts of the following pages of the
Amendment, marked to show changes from the Registration Statement filed on October 14, 2005: the
cover page to the prospectus; pages 2-3 (selected portion of the Prospectus Summary); pages 20-23
and 34-36 (selected portions of the Risk Factors); pages 59-60 (selected portion of Management’s
Discussion and Analysis of Financial Condition and Results of Operations); pages 90, 94, 96, and
99-100 (selected portions of the Business section); pages 124

Bartlit Beck Herman Palenchar & Scott LLP

    Securities and Exchange Commission

    -2-

    November 28, 2005

to 126 (Principal and Selling Stockholders); pages 147-149 (Underwriting); and pages 133-135
(selected portion of Description of Indebtedness section). Although not included with this
transmission, we advise the Staff that additional sections of the Registration Statement are also
being revised in response to the Staff’s comment #1 and to include updated historical and pro forma
financial information as of and for the nine months ended September 30, 2005.

     Please do not hesitate to call Polly Swartzfager at (303) 592-3175 or Benjamin Hadary at (303)
592-3157 with any questions or further comments you may have regarding the Registration Statement
or proposed Amendment filing or if you wish to discuss the attached draft responses. We very much
appreciate the Staff’s accommodation in reviewing these draft responses.

    Very truly yours,

    BARTLIT BECK HERMAN PALENCHAR & SCOTT llp

    cc:

    Securities and Exchange Commission

    H. Roger Schwall

    Tangela Richter

    Ryan Milne

    April Sifford

    Alpha Natural Resources, Inc.

    Vaughn R. Groves

    Simpson Thacher & Bartlett llp

    Edward P. Tolley III

    Joshua Ford Bonnie

[Bartlit Beck Letterhead]

DRAFT RESPONSE LETTER

December   , 2005

VIA FEDEX AND EDGAR

Melissa Campbell Duru, Esq.

Division of Corporation Finance

Securities and Exchange Commission

CF/AD4 100 F St NE

Washington, DC 20549-7010

    Re:

    Alpha Natural Resources, Inc.

    Registration Statement on Form S-1

    File No. 333-129030

Dear Ms. Duru:

     On behalf of Alpha Natural Resources, Inc., we hereby transmit via EDGAR for filing with the
Securities and Exchange Commission Pre-Effective Amendment No. 1 to the above-referenced
Registration Statement, marked to show changes from the Registration Statement filed on October 14,
2005. The Registration Statement has been revised in response to the Staff’s comments.

     In addition, we are providing the following responses to your comment letter, dated November
10, 2005, regarding the Registration Statement. To assist your review, we have retyped the text of
the Staff’s comments below. Please note that all references to page numbers in our responses refer
to the page numbers of Amendment No. 1 to the Registration Statement. The responses and
information described below are based upon information provided to us by Alpha Natural Resources.

Summary, page 1

Nicewonder Acquisition. page 2

    1.

    Please update the disclosure throughout the prospectus to reflect the recently announced
closing of the Nicewonder acquisitions and related transactions. For example, we note that the
credit agreement entered into in connection with the financing of the transaction was for $525
million and not $500 million as currently disclosed. Please revise the prospectus, including
the description of indebtedness disclosure, accordingly.

    Bartlit Beck Herman Palenchar & Scott LLP

    DRAFT RESPONSE LETTER

    Securities and Exchange Commission

    Page 2

    December___, 2005

    Alpha Natural Resources acknowledges the Staff’s comment and has updated the Registration
Statement throughout, including the description of Alpha Natural Resources’ indebtedness,
accordingly.

Risk Factors, page 20

Risks Relating to Our Business, page 20

“Our coal mining production and delivery is subject to conditions...,” page 20

    2.

    We note in the Form 8-K filed on November 3, 2005, disclosure regarding your on going attempt
to assess the damage and impact to your operations caused by Hurricane Katrina with respect to
your New Orleans facilities. If currently known, please update and further supplement the
risk factor disclosure to quantify the dollar amount of the damage caused by or related to the
impact of the recent hurricanes.

    In response to the Staff’s comment, Alpha Natural Resources has revised the identified risk
factor on page 21 of the Registration Statement to disclose the estimated loss, expected
insurance recovery and pre-tax charge Alpha Natural Resources recorded in the third quarter
with respect to inventory loss or damage from Hurricane Katrina.

Principal and Selling Stockholders, page 120

    3.

    Consistent with the requirements of Regulation S-K, please provide the information required
by Item 507, inclusive of disclosure of the number of shares being offered by the selling
stockholders.

    Alpha Natural Resources has revised the Registration Statement, including the disclosure
under the caption “Principal and Selling Stockholders” on pages 124 to 126, to provide the
number of shares being offered by the selling stockholders and the additional information
required by Item 507 of Regulation S-K.

    4.

    Please disclose if any selling stockholder is a registered broker-dealer or affiliate of a
registered broker-dealer. If you determine that a selling stockholder is a registered
broker-dealer, please revise your disclosure to indicate that such selling stockholder is an
underwriter, unless such selling stockholder received its securities as compensation for
investment banking services. If any selling stockholder is an affiliate of a registered
broker-dealer, please disclose, if true, that such selling stockholder acquired its shares in
the ordinary course of business and at the time of the acquisition did not have any
arrangements or understandings with any person to distribute the securities. If not, you must
indicate that such selling stockholder is an underwriter.

    Bartlit Beck Herman Palenchar & Scott LLP

    DRAFT RESPONSE LETTER

    Securities and Exchange Commission

    Page 3

    December___, 2005

    In response to the Staff’s comment, Alpha Natural Resources has made inquiries of each of
the selling stockholders and has been advised that none of such selling stockholders is a
registered broker-dealer or an affiliate of a registered broker-dealer, other than Madison
Capital Funding, LLC (“Madison Capital”), which is an affiliate of registered broker-dealers
NYLIFE Securities Inc. and NYLIFE Distributors LLC. In connection with its equity
investment in ANR Holdings, LLC (the top-tier holding company of the Alpha Natural Resources
organization prior to the Internal Restructuring) in March 2003, Madison Capital entered
into a subscription agreement pursuant to which it represented, among other things, that it
was acquiring the membership interest in ANR Holdings for investment for its own account and
not with a view to, or for resale in connection with, any distribution thereof within the
meaning of the Securities Act of 1933. Madison Capital’s membership interests in ANR
Holdings were exchanged for shares of common stock of Alpha Natural Resources, Inc. in
connection with the Internal Restructuring that preceded the initial public offering. Alpha
Natural Resources has revised the Registration Statement on page 125 to provide information
about Madison Capital in response to the Staff’s comment.

Underwriting, page 141

    5.

    Please provide the disclosure required by Item 508 of Regulation S-K regarding the
identity of the underwriters and the compensation arrangements in connection with the
offering by the selling shareholders.

    In response to the Staff’s comment, Alpha Natural Resources has revised the Registration
Statement, including the disclosure under the caption “Underwriting” on pages 147 to 149, to
identify the underwriters and provide the additional information required by Item 508 of
Regulation S-K.

*******************

     Please do not hesitate to call Polly Swartzfager at (303) 592-3175 or Benjamin Hadary at (303)
592-3157 with any questions or further comments you may have regarding this filing or if you wish
to discuss the above responses.

    Very truly yours,

    BARTLIT BECK HERMAN PALENCHAR & SCOTT llp

    cc:

    Securities and Exchange Commission

    H. Roger Schwall

    Tangela Richter

    Ryan Milne

    April Sifford

    Alpha Natural Resources, Inc.

    Vaughn R. Groves

    Simpson Thacher & Bartlett llp

    Edward P. Tolley III

    Joshua Ford Bonnie