SecProbe.io

Mail Stop 3561
        January 18 , 2017

Via E -mail
Michael Bauersachs
Chief Executive Officer
Ramaco Resources,  Inc.
250 West Main Street, Suite 210
Lexington, Kentucky 40507

Re: Ramaco Resources,  Inc.
Registration Statement on Form S -1
Filed January 11, 2017
  File No. 333 -215363

Dear Mr.  Bauersachs :

We have reviewed your amended registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumst ances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.    Unle ss we note
otherwise, our references to prior comments are to comments in our January 9, 2017 letter.

Metallurgical Coal Industry, page 2

1. We note your disclosure on page 3 and elsewhere regarding quarterly coal prices of $200
per MT and the graph that shows prices increasing above $250. It appears that
metallurgical coal prices have recently declined.  Please update your disclosure to reflect
recent price declines and the factors causing the price declines or advise.

Use of Proceeds , page 53

2. We note your revised disclosure that you intend to use the majority of the proceeds for
general corporate purposes, in response to prior comment 3.  It remains unclear from this
disclosure how you intend to use the proceeds .  Please clarify.  If you have no curren t

Michael Bauersachs
Ramaco Resources,  Inc.
January 18 , 2017
Page 2

 specific plan for the proceeds state that and discuss the principal reasons for an offering
of this size. Refer to Item 504 of Regulation S -K.

Dilution, page 56

3. We note your disclosure of 35,262,576 shares issued and outstanding before the
offering.   Please explain and reconcile these shares to the preferred units and member’s
equity included in your financial statements at September 30, 2016.

Note 9.   Equity -Based Compensation

4. On August 31, 2016, you granted to two executives an aggregate of 333 th ousand options
for purchase of common units for an exercise price of $15 per unit.   We note you
estimated the fair value of the unit options using the Black -Scholes option pricing
model.   Please revise to provide a description of the significant assumption s used to
estimate the fair value, including volatility, expected term and risk -free interest
rate.  Please also tell us your assumptions used for forfeitures.   Refer to the guidance in
FASB ASC 718 -10-50-2(f)(2).

5. We note that on December 22, 2016, the terms of your outstanding stock options were
amended and will vest in full, with the consummation of this offering.   We also note that
the stock options will be converted into options under the LTIP to purchase 937,424
shares of common stock at an exercise  price of $5.34 per share.   Please provide the
following:
a. a detailed discussion of the significant factors considered, assumptions made
and methodologies used in determining the fair value of the underlying
common stock at August, 31, 2016, grant date.
b.  factors contributing to the difference in the fair value determined at the grant
date and the initial public offering price.
c. describe the significant intervening events within the company and changes
in assumptions as well as the weighting and selection of valuation
methodologies employed that explain the changes in the fair value of
underlying common stock.
d. tell us how you intend to account for the modification of your existing awards
and provide the amount of additional compensation expense, if any, tha t you
will incur as a result of such modification.

Michael Bauersachs
Ramaco Resources,  Inc.
January 18 , 2017
Page 3

 You may contact  Myra Moosariparambil , Staff Accountant, at (202) 551 -3796  or
Nasreen Mohammed , Senior Assistant Chief Accountant, at (202) 551 -3773  if you have
questions regarding comments on the financial s tatements and related matters.  Please contact
John Coleman, Mining Engineer at (202) 551 -3610 with any engineering related questions.
Please contact Ruairi Regan at (202) 551 -3269 or  Pamela Howell, Special Counsel,  at (202) 551 -
3357  with any o ther questions.

     Sincerely,

        /s/ Pamela Howell
        for

     John Reynolds
Assistant Director
Office of Beverages,
Apparel and Mining

cc:  Julian J. Seiguer , Esq.
       Vinson & Elkins LLP