SecProbe.io

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

      December 22, 2005

Mr. Thomas L. Pearson
Senior Vice President
Alliance Holdings GP, L.P.
1717 South Boulder Avenue
Tulsa, Oklahoma 74119

      Re:	Alliance Holdings GP, L.P.
		Registration Statement on Form S-1
      Filed November 22, 2005
		File No. 333-129883

Dear Mr. Pearson:

      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
information so we may better understand your disclosure.  After
reviewing this information, we may 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. To minimize the likelihood that we will reissue comments,
please
make corresponding changes where applicable throughout your
document.

2. Prior to printing and distribution of the preliminary
prospectus,
please provide us with copies of all artwork and any graphics you
wish to include in the prospectus.  Also provide accompanying
captions, if any.  We may have comments after reviewing these
materials.

3. We will process your amendments without a price range.  Since
the
price range triggers a number of disclosure matters, we will need
sufficient time to process the amendment when a price range is
included.  Please understand that its effect on disclosure
throughout
the document may cause us to raise issues on areas not previously
commented on.

4. Similarly, other than an estimated price range, we note a
number
of blank spaces throughout your registration statement for
information that you are not entitled to omit under Rule 430A.
Please fill in all blanks throughout the registration statement
prior
to effectiveness except for the specific information that you are
allowed to omit.  See Section II.A.7 of SEC Release 33-6714.

5. Please file all omitted exhibits as soon as practicable.  You
should expect that we will require sufficient time to review the
exhibits once they have been filed.  We may have additional
comments.

6. Disclose the number of holders of your security pursuant to
Item
201(b) of Regulation S-K.
7. Monitor your need to update your financial statements, as
required
by Regulation S-X, Rule 3-12.
8. Provide updated consents from your independent accountants in
the
next amendment.

Cover Page

9. The cover page should include only the information required by
Item 501 of Regulation S-K.  Remove the information not called for
by
the item, including the bulleted information under the cross-
reference to the Risk Factor section.

10. We note the map that you have provided identifying the
locations
where ARLP operates.  Provide an explanatory statement indicating
that the map does not relate to Alliance Holding GP, LP`s
operations
but rather to ARLP`s operations.
The Offering, page 7

11. Revise the statement, "we intend to list our common units on
the
Nasdaq National Market under the symbol `AHGP`," to make clear
that
such listing is subject to the approval of your listing
application.
Also, advise us as to the status of your listing application.

Our Structure, page 5

12. Please provide narrative explanation of the organizational
chart
and describe, in necessary detail, the relationships among the
persons and entities referred to in the chart.

13. Provide a chart, similar to the chart on page 6, depicting
your
company`s ownerships and affiliations before the offering.

14. Disclose the names of those persons and entities identified as
the "the management investors."  Identify the control persons
within
that group of investors.

Alliance Resource Partners, L.P., page 9

15. Define the term coal synfuel in your glossary.

Summary Historical and Pro Forma Financial and Operating Data,
page
16
16. We note your calculation of EBITDA excludes interests of
affiliated and non-affiliated non-controlling partners in
consolidated partnership`s net income.  In this regard, it appears
the title of your non-GAAP measure requires modification, as it
does
not clearly identify all adjustments you have made to the widely
known and recognized measure of EBITDA.  The revised title of your
non-GAAP measures should not refer in any way to "EBITDA" unless
the
measure is calculated consistently with its readily known
definition.
Refer to Regulation S-K, Item 10(e)(1)(ii)(E) and Question 14 of
the
Frequently Asked Questions Regarding the Use of Non-GAAP Financial
Measures issued on June 13, 2003 for further explanation.
17. Please consider whether your non-GAAP measure EBITDA is a
liquidity measure.  If it is a liquidity measure, it should be
reconciled to cash flows from operating activities as well as to
net
income.  We note that it is used by your management and others to
assess your ability to generate cash, which indicates that it is
used
not just as a performance measure but also as a liquidity measure.

Risk Factors, page 21

18. Eliminate language that mitigates the risk you present.
Examples
include clauses, such as "we cannot assure" and "we cannot
guarantee."

19. If true, include a risk factor addressing the fact that you
have
no provisions in the event that you have no enough cash to meet
your
needs.

20. Clarify whether or not you are contractually obligated to make
distributions.  In this regard, we note your statements on pages 7
and 93 indicating that you cannot assure that you will declare or
pay
any distributions.

21. Discuss the risks associated with not investing in your future
growth, given the fact that your cash distribution policy requires
you to distribute most of your cash. Also, describe how you plan
to
pay for any debt you may incur.

22. Include a risk factor addressing the non-cumulative nature of
your dividends.

23. Advise whether you or ARLP can incur debt to make dividend
payments.  If so, discuss in a risk factor such fact.

Risks Related to Conflicts of Interest, page 29

24. Discuss the risks associated with the ability of your general
partner, without the prior approval of a majority of your
outstanding
units, to mortgage, pledge, hypothecate or grant a security
interest
in all or substantially all your assets.

Use of Proceeds, page 45

25. We note your statement indicating that you will be
"distributing"
substantially all the proceeds of the offering to the management
investors.  Your characterization of the transaction as a
"distribution" does not appear to clearly describe the
transaction.
In this regard, we note that you will be distributing the proceeds
in
exchange for partnership interests in ARLP.  Please revise or
advise.

Management`s Discussion and Analysis of Financial Condition and
Result of Operations, page 67

26. Explain, in detail, how you intend to support ARLP`s
implementation of its business strategy.

Analysis of Historical Results of Operations, page 71
27. In your discussion of ARLP`s historical results of operations,
you sometimes refer to two or more sources as components that
contributed to a material change.  Ensure that you quantify the
amount of the change that was contributed by each of the factors
or
events that you identify.  For example, in your discussion of
income
before income taxes and non-controlling interests on page 72, you
should quantify the impact of each of the items that contributed
to
the increase of such income, namely sales volumes, higher coal
prices, and reduce general and administratively expenses.  To the
extent that there are any offsets to increases to which you refer,
please quantify the amount of such offsets as well.  See Section
III.D of SEC Release 33-6835.

Liquidity and Capital Resources, page 80

Liquidity

28. Discuss how ARLP`s liquidity might be affected by (1) the
potential loss of one of its main customers if coal synfuel tax
credits become unavailable to such customer; (2) the expiration of
its long-term agreement with that customer on December 31, 2007;
and
(3) the possible adoption of state legislation that might
eliminate
certain state tax credits that benefit ARLP.

29. Address the impact of the increases in the price of crude oil
and
natural gas on ARLP`s liquidity.

Business of Alliance Resource Partners, L.P., page 95

30. Substantiate the statement that management believes ARLP "to
be
the fifth largest coal producer in the eastern United States."

31. Please describe the nature of ARLP`s interest in the
properties
identified under the "Mining Operations" caption on page 96
through
100.

Directors and Executive Officers of Alliance Resource Partners,
page
120

Executive Compensation, page 122

32. We note on page 124 that ARLP granted in 2003, 2004, and 2005
common units that vest in the future.  It appears that the units
were
not included in the compensation table as long-term compensation.
Revise the table or advise why ARLP is not required to include the
units in the table.

Certain Relationships and Related Party Transactions, page 129

33. Where applicable, please indicate whether the transactions you
list were on terms at least as favorable to you as could have been
from unaffiliated third parties as a result of arm`s length
negotiations.

Description of Our Partnership Agreement, page 140

Voting Rights, page 141

34. We note that various matters require the approval of a
majority
of outstanding units.  Please identify the number of unitholders
that
must be present at a meeting to constitute a quorum.

Selling Unitholders, page 176

35. Please state the amount of securities held by the selling
unitholders before the offering and the amount of securities to be
offered for the unitholders` account.

Underwriting, page 178

36. Please clearly identify the type of arrangement that you have
with the underwriter.

Lock-Up Agreements, page 179

37. We note your statement that Lehman Brothers Inc., in its sole
discretion, may release the common units subject to the lock-up
agreements in whole or in part at any time with or without notice.
Advise whether there are any agreements or understandings, tacit
or
otherwise, for the underwriter to consider a release of any
locked-up
shares prior to the expiration of the 180 day lockup period.

Electronic Distribution, page 181

38. Tell us whether the underwriters will engage in any electronic
offer, sale or distribution of the units and describe their
procedures to us supplementally.  If you become aware of any
additional members of the underwriting syndicate that may engage
in
electronic offers, sales or distributions after you respond to
this
comment, promptly supplement your response to identify those
members
and provide us with a description of their procedures.

Briefly describe any electronic distribution in the filing.
Consult
Releases 33-7233 and 33-7289 for guidance.

Also, in your discussion of your procedures, tell us how your
procedures ensure that the distribution complies with Section 5 of
the Securities Act.  In particular, address:

* the communications used;
* the availability of the preliminary prospectus;
* the manner of conducting the distribution and sale, such as the
use
of  indications of interest or conditional offers; and
* the funding of an account and payment of the purchase price.

Engineering Comments

39. Proven and probable reserves are disclosed in your Form S-1
for
the Elk Creek and Tunnel Ridge coal properties.  Forward to our
engineer as supplemental information and not as part of the
registration statement, information that establishes the legal,
technical and economic feasibility of the materials designated as
reserves, as required by Section C of SEC`s Industry Guide 7.

This includes:
* Acreage breakdown by owned, leased or other.
* Maps showing property, mine permit and reserve boundaries and
geology, and recent and historic production areas, and seams mined
and any cultural restrictions to mining.
* Drill-hole maps showing drill intercepts.
* Justifications for the drill hole spacings used at various
classification levels.
* General cross-sections that indicate the relationship between
coal
seams, geology and topography.
* A detailed description of your procedures for estimating
"reserves."
* The specific criteria used to estimate reserves, see below.
* An indication of how many years are left in your longest-term
mining plan for each reserve block.
* Site specific economic justification for the criteria you used
to
estimate reserves.
* Mining plans or feasibility studies, including production
schedules, cost estimates and cash flow projections needed to
establish the existence of reserves as defined in Industry Guide
7.
* Third party reviews of your reserves that were developed within
the
last three years
* Any other information needed to establish legal, technical and
economic feasibility.
Provide the name and phone number for a technical person our
engineer
may call, if he has technical questions about your reserves.

Unaudited Pro Forma Condensed Consolidated Financial Statements,
page
F-2

Pro Forma Adjustments, page F-6

40. Reference is made to adjustment (a) on page F-6.  Costs
associated with being a public company are not considered
factually
supportable, as required by Rule 11-02(b)(6) of Regulation S-X and
should not be included as an adjustment to the pro forma financial
statements. However, you are encouraged to include the expected
impact of those costs in the notes to the pro forma financial
statements.

41. Explain more fully adjustment (b) to the Non-controlling
affiliate interest in consolidated partnership. Specifically,
address
how the amount was determined and how you determined the
accounting
treatment under SFAS 141.

* * * * *
Closing Comments

      As appropriate, please amend your registration statement 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 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 filing to be certain that the
filing includes all information required under the Securities Act
of
1933 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

?	t