SecProbe.io

November 21, 2025
Cary Marshall
Chief Financial Officer
Alliance Resource Partners LP
1717 South Boulder Avenue
Suite 400
Tulsa, OK 74119
Re:Alliance Resource Partners LP
Form 10-K for the Fiscal Year ended December 31, 2024
Filed February 27, 2025
File No. 000-26823
Dear Cary Marshall:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

October 3, 2025

​

Via EDGAR

​

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

​

Attn:

 Karl Hiller

​

 Branch Chief

 Office of Energy & Transportation

Re:

 Alliance Resource Partners, L.P.

 Form 10-K for the Year Ended December 31, 2024

 Filed February 27, 2025

 File No. 000-26823

​

Ladies and Gentlemen:

​

This letter sets forth the responses of Alliance Resource Partners, L.P. (the “Partnership”) to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission in its comment letter dated September 5, 2025 (the “Comment Letter”) with respect to the Form 10-K for the year ended December 31, 2024 filed by the Partnership on February 27, 2025 (the “Form 10-K”).

​

For your convenience, we have repeated each comment of the Staff exactly as given in the Comment Letter in bold and italics below and provided our response below to each such comment. We respectfully believe that the proposed changes are appropriately made in future filings, as they do not appear to so materially impact extant disclosure as to necessitate an amendment to our Form 10-K, a conclusion which we would be happy to discuss with the Staff should you have any questions.

​

Properties

Oil & Gas Reserves

Summary of Oil & Gas Reserves, page 74

​

 1. Please expand the disclosure of the changes in the net quantities of your proved undeveloped reserves to include an explanation of the material changes for each line item shown in your reconciliation to comply with Item 1203(b) of Regulation S-K.

​

Your discussion should clearly identify the source of each change, e.g. revisions, improved recovery, extensions and discoveries, transfers to proved developed, sales and acquisitions, and include an explanation relating to each of the items you identify. If two or more unrelated factors are combined to arrive at the overall change for an item, you should separately identify and quantify each factor so the change in net reserve quantities between periods is fully explained.

​

The disclosure of revisions in previous estimates of your proved undeveloped reserves should identify the changes associated with individual factors, such as changes caused by commodity prices, costs, royalty adjustments, well performance, unsuccessful and/or uneconomic proved undeveloped locations, or the removal of proved undeveloped locations due to changes in a previously adopted development plan.

​

Please similarly revise your discussion of changes in the net quantities of total proved reserves due to revisions under the section “Oil & Gas Reserves” on page 148, to comply with FASB ASC 932-235-50-5.

​

1

​

Response: We acknowledge the Staff’s comment and in response we propose an expanded discussion of the changes in our proved undeveloped reserves in future filings as illustrated below:

​

During the year ended December 31, 2024, PUD reserves were reduced as a result of conversion to proved developed reserves primarily in the Permian and Anadarko basins as the result of well completions during the year.

​

Extensions and discoveries contributed to an increase in PUD reserves during the year ended December 31, 2024 primarily as the result of permitting activities in the Permian Basin.

​

Revisions of previous estimates resulted in a decline of 13 MBOE due to changes in the underlying commodity prices during the year and 426 MBOE due to revisions to quantity estimates across all basins.

​

With respect to our discussion of the changes in net quantities of total proved reserves due to revisions under the section “Oil & Gas Reserves” on page 148, we propose expanding our discussion in future filings to include the language as illustrated below in bold.

​

Notable changes in proved reserves during the year ended December 31, 2022, included:

​

 ● Net change due to extensions and discoveries - The increases are a result of additional development by the operators of the properties under which we own mineral interests. In 2022, a net addition of 4,598 MBOE occurred primarily from the completion of 1,212 new wells on our acreage and from the addition of 878 new proved undeveloped locations due to permitting and drilling activity.

​

 ● Revisions - Increases in oil & gas reserves include 94 MBOE are also due to changes in the underlying commodity prices during the year and 1,397 MBOE due to revisions of previous quantity estimates.

​

Notable changes in proved reserves during the year ended December 31, 2023, included:

​

 ● Net change due to extensions and discoveries - The increases are a result of additional development by the operators of the properties under which we own mineral interests. In 2023, a net addition of 2,897 MBOE occurred primarily from the completion of 2,117 new wells on our acreage and from the addition of 548 new proved undeveloped locations due to permitting and drilling activity.

​

 ● Revisions - Increases in oil & gas reserves include 789 MBOE due to revisions of previous quantity estimates, offset by a decline of 98 MBOE are also due to changes in the underlying commodity prices during the year and revisions of previous quantity estimates.

​

Notable changes in proved reserves during the year ended December 31, 2024, included:

​

 ● Net change due to extensions and discoveries - The increases are a result of additional development by the operators of the properties under which we own mineral interests. In 2024, a net addition of 4,639 MBOE occurred primarily from the completion of 1,519 new wells on our acreage and from the addition of 346 new proved undeveloped locations due to permitting and drilling activity.

​

 ● Revisions - Increases in oil & gas reserves include 136 MBOE due to revisions of previous quantity estimates, offset by a decline of 51 MBOE are also due to changes in the underlying commodity prices during the year and revisions of previous quantity estimates.

​

​

2

 2. Given the criteria within the definition of undeveloped oil and gas reserves in Rule 4-10(a)(31)(ii) of Regulation S-X, it would be helpful to clarify within your disclosure the extent to which proved undeveloped reserves as of December 31, 2024 are scheduled to be converted to developed reserves within five years of the initial disclosure of such reserves.

​

If material amounts of your proved undeveloped reserves will not be converted to proved developed status within five years of initial disclosure as proved reserves, please also expand your disclosure to explain the reasons for the delay.

​

You may refer to Item 1203(d) of Regulation S-K and Question 131.03 in the Compliance and Disclosure Interpretations (C&DIs) regarding Oil and Gas Rules if you require further clarification or guidance.

​

Response: We acknowledge the Staff’s comment and in response propose clarifying our disclosures in future filings to include the language illustrated below in bold.

​

As a mineral interest owner we have no transparency into or control over the operators’ investments and operational progress to convert PUDs to proved developed producing reserves nor do we have insight into the operators’ drilling plans. Since we do not have insight into the operators’ drilling plans, we use active drilling permits as evidence of economic viability and intention to expend capital to develop reserves within five years as there is generally a statutory two-year timeframe associated with permits. We do not incur any capital expenditures or lease operating expenses in connection with the development of our PUDs, which costs are borne entirely by the operators. As a result, during the year ended December 31, 2024, we did not have any expenditures to convert PUDs to proved developed producing reserves. PUDs that have not been developed within two years of permitting are reviewed and removed from proved reserves as necessary. Because we remove PUDs from proved reserves that have not been developed within two years of initial classification as proved reserves, we have no material PUDs that will not be developed within five years of initial classification as proved reserves. Since January 1, 2022, our average permit to first sales timeframe is 383 days. For our 2024 reserve reporting we had scheduled all PUD locations to be drilled within a year and a half using the average historical development pacing on our acreage in the individual basins in which we own mineral interests. As of December 31, 2024, approximately 10.87% of our total proved reserves were classified as PUDs.

​

Evaluation and Review of Reserves, page 75

​

 3. Please expand the discussion of the methods used by the Company in estimating the quantities of proved reserves to include an explanation of the criteria used to assign proved undeveloped locations similar to the discussion provided in Exhibit 99.1.

​

Response: We acknowledge the Staff’s comment and in response propose to include the following expanded discussion in future filings as illustrated below.

​

Non-producing reserve estimates, for both developed and undeveloped properties, are based on regional type curve methodologies by reservoir or productive bench. These methods provide a relatively high degree of accuracy for predicting proved developed non-producing and undeveloped reserves for our properties, due to the mature nature of properties targeted for development and an abundance of historical production data on which we base statistical average type forecasts.

​

New drills on our acreage include planned drills, wells currently drilling, and/or permitted wells. For each new drill, a reserve category of proved developed non-producing or PUD is assigned based on whether the location has been spud or permitted. Generally, we book a location as a PUD when it has been permitted by the operator and a PUD becomes a proved developed non-producing reserve when the operator has spud that well to begin drilling operations.

​

3

​

Drill scheduling is determined by historical development pacing on our acreage in each basin and it is assumed that future pacing will mirror that of the historical pace. This projection is then adjusted to take into account anticipated commodity prices and other industry economic factors which tend to either reduce or increase future development pacing. First, known completed locations are developed in chronological order based on state filings or publicly sourced completion data. The development schedule for these locations estimates the turn-in-line rate of these locations due to production data lag. Second, spud locations with unknown completion status are scheduled based on the historical spud to completion time within each basin. Third, permitted locations, without development timing, are scheduled in chronological order by filing date.

​

 4. Please expand the discussion of CGA’s conclusions regarding the reserves estimates as of December 31, 2024 to additionally clarify that the reserves audit (referenced in Exhibit 99.1) did not extend to your share of reserves attributable to the equity interest in AllDale III. As part of the expanded discussion, specify the proportion of your total reserves (including the consolidated and equity interests), that are covered by the audit. The reserves report may alternatively be revised as it should ordinarily provide this information to comply with Item 1202(a)(8)(iii) of Regulation S-K.

​

Response: We acknowledge the Staff’s comment and in response propose clarifying our disclosures in future filings to include the language illustrated below in bold.

​

Excluding our share of proved reserves held by AllDale III, our 2024 year-end estimate of proved reserves were prepared by our internal engineering team. Our engineering team works to ensure the integrity, accuracy, and timeliness of the data used to calculate our estimated proved reserves. Our proved reserve estimates, with the exception of AllDale III, which comprise 4.2% of our total proved reserves, were audited by CGA. Our engineering team met with CGA periodically during the period covered by the above referenced reserve report to discuss the assumptions and methods used in the reserve estimation process. Our engineering team provided historical information to CGA for our properties, such as oil & gas production, well test data, and realized commodity prices. Our engineering team also provided ownership interest information with respect to our properties. Our internal petroleum engineer, primarily responsible for overseeing the petroleum reserves preparation, has over 20 years of engineering and operations experience in the oil & gas sector and a Bachelor of Science in Petroleum Engineering.

​

Acreage Concentrations, page 77

​

 5. Please expand the disclosure of your gross, net mineral and net royalty acreage to clarify the difference between the net mineral and net royalty acres and to corelate your explanation to the figures mentioned in the discussion on pages 74 and 75, regarding the 50,755 developed and undeveloped net mineral acres, and the 69,363 net royalty acres standardized to a 1/8th royalty.

​

Response: We acknowledge the Staff’s comment and in response propose expanding our disclosure in future filings as illustrated below.

​

The 50,755 developed and undeveloped net mineral acres in the table above represent the number of acres that are owned for the mineral rights under a given tract of land, whereas the 69,393 developed and undeveloped net royalty acres are our net mineral acres normalized to 1/8th royalty leasing terms. As an example, if 100 net mineral acres were leased for a 25% royalty, this would be equivalent to 200 net royalty acres, normalized to 1/8th royalty (100 x .25/.125 = 200).

​

 6. Please expand your disclosure to clarify the reasons that no material amounts of your undeveloped acreage are expiring in the near term if this is the case, or to specify the minimum remaining terms of leases and concessions to comply with Item 1208(b) of Regulation S-K.

​

Response: We acknowledge the Staff’s comment and in response we propose expanding our disclosure in future filings as illustrated below.

​

4

​

Our royalty interests are predominately perpetual mineral interests. As a mineral interest owner, we generally hold our acreage in perpetuity and not through a lease. As a result, our undeveloped acreage is generally not subject to expiration. Our royalty interests do include a small portion that come in the form of overriding royalites (ORRI) that are subject to lease terminations once the wells on that lease cease to produce oil & gas in commercial quantities, As a result, we do have limited long-dated lease expiration exposure; however, nearly all of these ORRIs are part of leases with proved developed producing reserves and ongoing development that we believe will be sufficient to maintain these leases for decades.

​

Oil & Gas Production, Prices and Production Costs, page 77

​

 7. Please expand your disclosure to include the production volumes by final product sold for each field or common operational area that contains 15% or more of your total proved reserves expressed on an oil-equivalent-barrels basis for each of the last three fiscal years.

​

You may refer to the disclosure requirements in Item 1204(a) of Regulation S-K and the definition of a field in Rule 4-10(a)(15) of Regulation S-X if you require further clarification or guidance.

​

Response: We acknowledge the Staff’s comment and in response we propose to include BOE production by basin in our production table in future filings as illustrated below.

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​

 ​

 ​

 ​

 ​

 ​

 ​

 ​

 ​

 ​

 ​

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 ​

 Year Ended December 31,

​

 ​

 2024

 ​

 2023

 ​

 2022

Production:

 ​

 ​

 ​

 ​

 ​

 ​

 ​

 ​

 ​

 ​

Oil (MBbls)

 ​

 ​

  1,543

 ​

 ​

  1,462

 ​

 ​

  1,104

 ​

Natural gas (MMcf)

 ​

 ​

  6,758

 ​

 ​

  6,161

 ​

 ​

  5,226

 ​

Natural

CORRESP
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September 8, 2025

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:

 Karl Hiller

​

 Branch Chief

 Office of Energy & Transportation

Re:

 Alliance Resource Partners, L.P.

 Form 10-K for the Year Ended December 31, 2024

 Filed February 27, 2025

 File No. 000-26823

​

Ladies and Gentlemen:

Alliance Resource Partners, L.P. (the “Partnership,” “we” or “our”) acknowledges receipt of the letter dated September 5, 2025, containing comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Partnership’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2024, File No. 000-26823, filed with the Commission on February 27, 2025 (the “Comment Letter”).

​

The Comment Letter requests that we respond to the Staff’s comments within 10 business days or to advise the Staff promptly when we will provide the Staff with our responses. We respectfully request an extension of time to respond to the Comment Letter so that we can devote appropriate time and resources to consider the Staff’s comments and to complete our responses. We would expect to submit a formal response on or before October 17, 2025 assuming we do not encounter issues which would require materially more time than that to complete.  If we have any questions while we are preparing our responses, we may request a call with the Staff for clarification purposes.

​

Please direct any questions or comments regarding the foregoing to the undersigned or to our counsel at Vinson & Elkins L.L.P., David Oelman at (713) 758-3708 or Brenda Lenahan at (212) 237-0133.

 Very truly yours,

 Alliance Resource Partners, L.P.

 By:

 /s/ Cary P. Marshall

  Cary P. Marshall

  Sr. Vice President and Chief Financial Officer

Cc:

 Steven C. Schnitzer

 Alliance Resource Partners, L.P.

 David P. Oelman

 Vinson & Elkins L.L.P.

​

 ​

​

 Brenda K. Lenahan

​

 Vinson & Elkins L.L.P.

​

​

1

September 5, 2025
Cary Marshall
Chief Financial Officer
Alliance Resource Partners LP
1717 South Boulder Avenue
Suite 400
Tulsa, OK 74119
Re:Alliance Resource Partners LP
Form 10-K for the Fiscal Year ended December 31, 2024
Filed February 27, 2025
File No. 000-26823
Dear Cary Marshall:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2024
Properties
Oil & Gas Reserves
Summary of Oil & Gas Reserves, page 74
Please expand the disclosure of the changes in the net quantities of your proved
undeveloped reserves to include an explanation of the material changes for each line
item shown in your reconciliation to comply with Item 1203(b) of Regulation S-K.

Your discussion should clearly identify the source of each change, e.g. revisions,
improved recovery, extensions and discoveries, transfers to proved developed, sales
and acquisitions, and include an explanation relating to each of the items you identify.
If two or more unrelated factors are combined to arrive at the overall change for an
item, you should separately identify and quantify each factor so the change in net
reserve quantities between periods is fully explained.
 1.

September 5, 2025
Page 2
The disclosure of revisions in previous estimates of your proved undeveloped reserves
should identify the changes associated with individual factors, such as changes caused
by commodity prices, costs, royalty adjustments, well performance, unsuccessful
and/or uneconomic proved undeveloped locations, or the removal of proved
undeveloped locations due to changes in a previously adopted development plan.

Please similarly revise your discussion of changes in the net quantities of total proved
reserves due to revisions under the section “Oil & Gas Reserves” on page 148, to
comply with FASB ASC 932-235-50-5.

2.Given the criteria within the definition of undeveloped oil and gas reserves in Rule 4-
10(a)(31)(ii) of Regulation S-X, it would be helpful to clarify within your disclosure
the extent to which proved undeveloped reserves as of December 31, 2024 are
scheduled to be converted to developed reserves within five years of the initial
disclosure of such reserves.

If material amounts of your proved undeveloped reserves will not be converted to
proved developed status within five years of initial disclosure as proved reserves,
please also expand your disclosure to explain the reasons for the delay.

You may refer to Item 1203(d) of Regulation S-K and Question 131.03 in the
Compliance and Disclosure Interpretations (C&DIs) regarding Oil and Gas Rules if
you require further clarification or guidance.

Evaluation and Review of Reserves, page 75
3.Please expand the discussion of the methods used by the Company in estimating the
quantities of proved reserves to include an explanation of the criteria used to assign
proved undeveloped locations similar to the discussion provided in Exhibit 99.1.

4.Please expand the discussion of CGA’s conclusions regarding the reserves estimates
as of December 31, 2024 to additionally clarify that the reserves audit (referenced in
Exhibit 99.1) did not extend to your share of reserves attributable to the equity interest
in AllDale III. As part of the expanded discussion, specify the proportion of your total
reserves (including the consolidated and equity interests), that are covered by the
audit. The reserves report may alternatively be revised as it should ordinarily provide
this information to comply with Item 1202(a)(8)(iii) of Regulation S-K.

Acreage Concentrations, page 77
Please expand the disclosure of your gross, net mineral and net royalty acreage to
clarify the difference between the net mineral and net royalty acres and to corelate
your explanation to the figures mentioned in the discussion on pages 74 and 75,
regarding the 50,755 developed and undeveloped net mineral acres, and the 69,363
net royalty acres standardized to a 1/8 th royalty.5.

September 5, 2025
Page 3

6.Please expand your disclosure to clarify the reasons that no material amounts of your
undeveloped acreage are expiring in the near term if this is the case, or to specify the
minimum remaining terms of leases and concessions to comply with Item 1208(b) of
Regulation S-K.

Oil & Gas Production, Prices and Production Costs, page 77
7.Please expand your disclosure to include the production volumes by final product sold
for each field or common operational area that contains 15% or more of your total
proved reserves expressed on an oil-equivalent-barrels basis for each of the last three
fiscal years.

You may refer to the disclosure requirements in Item 1204(a) of Regulation S-K and
the definition of a field in Rule 4-10(a)(15) of Regulation S-X if you require further
clarification or guidance.

Productive Wells, page 77
8.We note your separate disclosure of the number of gross productive horizontal gas
wells (1,079) and the number of gross productive horizontal oil wells (10,651) in the
second-to-last paragraph on page 77, although you indicate the sum of these would
be17,502 total gross productive horizontal wells. Please revise your disclosure to
either resolve or to clarify the the reasons for the apparent inconsistency.

9.Please expand your disclosure of 5,772 total gross vertical wells to separately disclose
the number of natural gas wells and the number of oil wells to comply with Item
1208(a) of Regulation S-K.

10.We note disclosure clarifying that you do not own any material working interests in
any wells and accordingly, that you do not own any net wells. As a result, it appears
that you have not disclosed the number of net productive wells or net wells drilled.

For the purposes of disclosing “net” productive wells and “net” wells drilled during
each of the last three fiscal years pursuant to Items 1208(a) and 1205 of Regulation S-
K, the net revenue interest may be utilized as a substitute for these disclosures,
consistent with your disclosure of the “net” developed and undeveloped mineral
acreage pursuant to Item 1208 of Regulation S-K.

Supplemental Oil & Gas Reserve Information (Unaudited)
Oil & Gas Reserves, page 148
We note that you report proved developed and proved undeveloped reserves on a total
combined basis (including the consolidated interests and the equity method investee
interests) as of the end of each of the last three fiscal years on page 149.11.

September 5, 2025
Page 4

However, as FASB ASC 932-235-50-8c pertains to the disclosures prescribed by
FASB ASC 932-235-50-4, you should additionally disclose this information
separately for your consolidated interests and equity method investee interests. For
additional guidance regarding the disclosure of reserve quantity information, please
refer to the illustration and accompanying notes in FASB ASC 932-235-55-2.

Also expand your disclosure to include the net quantities of proved developed and
proved undeveloped reserves at the beginning of the initial year shown in the reserves
reconciliation, i.e. as of January 1, 2022 (for the year ended December 31, 2022) to
comply with FASB ASC 932-235-50-4.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact John Hodgin at 202-551-3699 or Karl Hiller at 202-551-3686 with any
questions regarding the comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

United States securities and exchange commission logo
July 26, 2023
Cary Marshall
Chief Financial Officer
Alliance Resource Partners LP
1717 South Boulder Avenue, Suite 400
Tulsa, Oklahoma 74119
Re:Alliance Resource Partners LP
Form 10-K for the Fiscal Year ended December 31, 2022
Filed February 24, 2023
File No. 000-26823
Dear Cary Marshall:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

July 24, 2023

​

Via EDGAR

​

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

​

Attn:

 Karl Hiller

​

 Branch Chief

 Office of Energy & Transportation

Re:

 Alliance Resource Partners, L.P.

 Form 10-K for the Year Ended December 31, 2022

 Filed February 24, 2023

 File No. 000-26823

​

Ladies and Gentlemen:

​

This letter sets forth the response of Alliance Resource Partners, L.P. (the “Partnership”) to the comment provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated July 19, 2023 (the “Comment Letter”) in connection with our July 14, 2023 response to the Staff’s letter dated July 5, 2023 with respect to the Form 10-K for the year ended December 31, 2022 filed by the Partnership on February 24, 2023 (the “Form 10-K”).

​

For your convenience, we have repeated the comment of the Staff exactly as given in the Comment Letter in bold and italics below and provided our response below each such comment.

​

Form 10-K for the Fiscal Year ended December 31, 2022

Exhibits and Financial Statement Schedules

Exhibit 96.5, page 190

​

We note your response to prior comment 1 proposing to address certain deficiencies in the Tunnel Ridge Mine Technical Report Summary when filing your next annual report, though also expressing the view that Figure 18-1 and Figure 18-2 are "consistent" with Item 1302(e)(12) and Item 601(b)(96)(iii)(B)(18)(i) of Regulation S-K, and that Figure 19-1 and Table 19-1 are "responsive" to Item 1302(e)(11) and Item 601(b)(96)(iii)(B)(19)(ii) of Regulation S-K.

​

We see that you have nevertheless included tabulations with the capital and operating cost estimates among the revisions proposed though have not agreed to include tabulations with the annual cash flow forecasts based on your annual production schedule for the life of the project and therefore we partially reissue the comment. While we do not object to inclusion of the various graphical illustrations referenced in your response, we do not regard such illustrations alone, without tabulations of the corresponding numerical data, as providing an adequate level of detail or precision for the information that is required.

​

We continue to believe that you will need to obtain and file a Technical Report Summary that presents the annual cash flow forecasts and related line item details in a tabular format, similar to Table 19.1 in the July 2022 version of the report, in order to comply with Item 601(b)(96)(iii)(B)(19)(ii) of Regulation S-K.

​

​

 .

 Response:  We acknowledge the Staff’s comment and have discussed it with RESPEC, our qualified engineering firm.  In the modified Technical Report Summary for the Tunnel Ridge Mine to be filed as an

​

1

exhibit to our Form 10-K for the year ended December 31, 2023, we will include the revisions proposed in our July 14, 2023 response in addition to the proposed revisions discussed below.

​

We acknowledge the Staff’s request to include the annual cash flow forecasts and related line item details in a tabular format and will change the title of Table 19-1 Sensitivity Analysis to Table 19-2 Sensitivity Analysis and replace Figure 19-1 Pre-Tax Cash-Flow Summary with the following table:

​

​

We respectfully request that the Staff accept our response.

​

Please direct any questions or comments regarding the foregoing to the undersigned or to our counsel at Vinson & Elkins L.L.P., David Oelman at (713) 758-3708 or doelman@velaw.com.

 Very truly yours,

 Alliance Resource Partners, L.P.

 By:

 /s/ Cary P. Marshall

 Cary P. Marshall

 Sr. Vice President and Chief Financial Officer

​

Cc:

 Eb Davis

 Alliance Resource Partners, L.P.

 David P. Oelman

 Vinson & Elkins L.L.P.

​

​

2

United States securities and exchange commission logo
July 19, 2023
Cary Marshall
Chief Financial Officer
Alliance Resource Partners LP
1717 South Boulder Avenue, Suite 400
Tulsa, Oklahoma 74119
Re:Alliance Resource Partners LP
Form 10-K for the Fiscal Year ended December 31, 2022
Filed February 24, 2023
File No. 000-26823
Dear Cary Marshall:
            We have reviewed your July 14, 2023 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
July 5, 2023 letter.
Form 10-K for the Fiscal Year ended December 31, 2022
Exhibits and Financial Statement Schedules
Exhibit 96.5, page 190
1.We note your response to prior comment 1 proposing to address certain deficiencies in the
Tunnel Ridge Mine Technical Report Summary when filing your next annual report,
though also expressing the view that Figure 18-1 and Figure 18-2 are "consistent" with
Item 1302(e)(12) and Item 601(b)(96)(iii)(B)(18)(i) of Regulation S-K, and that Figure
19-1 and Table 19-1 are "responsive" to Item 1302(e)(11) and Item
601(b)(96)(iii)(B)(19)(ii) of Regulation S-K.

We see that you have nevertheless included tabulations with the capital and operating cost
estimates among the revisions proposed though have not agreed to include tabulations

 FirstName LastNameCary Marshall
 Comapany NameAlliance Resource Partners LP
 July 19, 2023 Page 2
 FirstName LastName
Cary Marshall
Alliance Resource Partners LP
July 19, 2023
Page 2
with the annual cash flow forecasts based on your annual production schedule for the life
of the project and therefore we partially reissue the comment.  While we do not object to
inclusion of the various graphical illustrations referenced in your response, we do not
regard such illustrations alone, without tabulations of the corresponding numerical data, as
providing an adequate level of detail or precision for the information that is required.

We continue to believe that you will need to obtain and file a Technical Report Summary
that presents the annual cash flow forecasts and related line item details in a tabular
format, similar to Table 19.1 in the July 2022 version of the report, in order to comply
with Item 601(b)(96)(iii)(B)(19)(ii) of Regulation S-K.

            You may contact John Coleman, Mining Engineer, at 202-551-3610 or Karl Hiller,
Branch Chief, at 202-551-3686 if you have questions regarding comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

July 14, 2023

​

Via EDGAR

​

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

​

Attn:

 Karl Hiller

​

 Branch Chief

 Office of Energy & Transportation

Re:

 Alliance Resource Partners, L.P.

 Form 10-K for the Year Ended December 31, 2022

 Filed February 24, 2023

 File No. 000-26823

​

Ladies and Gentlemen:

​

This letter sets forth the responses of Alliance Resource Partners, L.P. (the “Partnership”) to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated July 5, 2023 (the “Comment Letter”) with respect to the Form 10-K for the year ended December 31, 2022 filed by the Partnership on February 24, 2023 (the “Form 10-K”). We respectfully believe that our Technical Report Summary for the Tunnel Ridge Mine dated February 2023 (the “2023 Tunnel Ridge TRS”) contains all the information called for under Item 1302(e) and Item 601(b)(96)(iii)(B)(18) and (19) of Regulation S-K and is consistent with the information included in our Technical Report Summary for the Tunnel Ridge Mine dated July 2022 (the “2022 Tunnel Ridge TRS”) filed with our Form 10-K/A on August 26, 2022, as discussed in more detail below. We further included links to all the technical report summaries associated with our material operations in addition to the 2023 Tunnel Ridge TRS as exhibits to our Form 10-K to avoid confusion as to which reports were the most recent.  Because the Staff’s comments require very limited changes to the substance of the 2023 Tunnel Ridge TRS, we propose to file an amended technical report summary including the changes discussed below as an exhibit to our Form 10-K for the year ended December 31, 2023. We are happy to discuss any concerns the Staff might have regarding that approach.

​

For your convenience, we have repeated each comment of the Staff exactly as given in the Comment Letter in bold and italics below and provided our response below each such comment.

​

Exhibits and Financial Statement Schedules

Exhibit 96.5, page 190

​

 1. We note that you have filed a Technical Report Summary for Tunnel Ridge Mine which has been updated to February 2023, to supersede the July 2022 version that you filed with the Form 10-K/A on August 26, 2022, which was necessary to address content deficiencies observed in earlier comments. However, the more recent version excludes content that was previously included or added in response to the earlier comments.

​

Please coordinate with the persons at RESPEC who were involved in preparing the document to obtain and file an amended Technical Report Summary that includes all of the required content, including the details necessary to address the following points.

​

Response: We acknowledge the Staff’s comment and respectfully point out that the 2023 Tunnel Ridge TRS does not exclude content that was previously included or added in response to earlier comment from the Staff. As discussed below, the 2023 Tunnel Ridge TRS contains the same content as the 2022 Tunnel Ridge

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1

TRS except that certain tables in the 2022 Tunnel Ridge TRS, including Tables 13-1, 13-2, 18-1, 18-2 and 19-1, have been reformatted to a graphical format for ease of viewing similar to presentations seen in other registrant’s filings with the Commission. As discussed below, we will change Figures 18-1 and 18-2 back to the tabular format in accordance with Item 601(b)(96)(iii)(B)(18)(i) of Regulation S-K.

​

 ● Section 2 should include the name and date of the Technical Report Summary that is being updated to comply with Item 601(b)(96)(iii)(B)(2)(v) of Regulation S-K, which appears to be the July 2022 report that updated the February 2022 report.

​

Response: We acknowledge the Staff’s comment and have discussed it with RESPEC, our qualified engineering firm. To clarify that the 2023 Tunnel Ridge TRS is an update to the 2022 Tunnel Ridge TRS, RESPEC will update Section 2.2 Terms of Reference and Purpose to modify the following sentences:

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“This TRS was prepared by RESPEC. A prior TRS was prepared in 2022 by RESPEC.”

​

to the following:

​

“This TRS for the Tunnel Ridge Mine was prepared by RESPEC and updates the TRS for the Tunnel Ridge Mine dated July 2022, which updated the TRS for the Tunnel Ridge Mine dated February 2022.”

​

 ● Section 18 should include estimates of capital and operating costs, having major components set out in tabular form, to comply with Item 601(b)(96)(iii)(B)(18)(i) of Regulation S-K.

​

 .

 Response:  We acknowledge the Staff’s comment and have discussed it with RESPEC.  We believe that the information contained in Figure 18-1 Capital Cost Estimate and Figure 18-2 Operating Costs Estimates is consistent with Item 1302(e)(12) and Item 601(b)(96)(iii)(B)(18)(i) of Regulation S-K. However, we acknowledge this information is not in a tabular format, and, therefore, RESPEC will modify the 2023 Tunnel Ridge TRS to replace Figures 18-1 and 18-2 with the following tables:

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 ​

​

​

​

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2

 ● Section 19.1 should include annual cash flow forecasts based on your annual production schedule for the life of the project, having line item details such as revenues, operating costs, capital expenditures, royalties, taxes, and any other items that must be considered in projecting after tax cash flows, to comply with Item 601(b)(96)(iii)(B)(19)(ii) of Regulation S-K.

​

Response: We acknowledge the Staff’s comment and respectfully believe that Figure 19-1 Pre-Tax Cash-Flow Summary and Table 19-1 Sensitivity Analysis are responsive to Item 1302(e)(11) and Item 601(b)(96)(iii)(B)(19)(ii) of Regulation S-K. Figure 19-1 discloses our annual cash flow forecast based on our annual production schedule and includes revenues, cash operating costs, royalties, capital expenditures, working capital changes and cash flow. The annual cash flow forecast was made on a pre-tax basis because, as stated in Section 19.1 of the 2023 Tunnel Ridge TRS, our coal operation is held by a partnership for tax purposes, rather than taxed as a corporation, and hence is not subject to federal and state income taxes. Figure 19-1 contains the same information that was previously provided in Table 19-1 in the 2022 Tunnel Ridge TRS. We also believe that Table 19-1 in the 2023 Tunnel Ridge TRS is consistent with Table 19-2 in the 2022 Tunnel Ridge TRS.

​

We respectfully request that the Staff accept our response.

​

Please direct any questions or comments regarding the foregoing to the undersigned or to our counsel at Vinson & Elkins L.L.P., David Oelman at (713) 758-3708 or doelman@velaw.com.

 Very truly yours,

 Alliance Resource Partners, L.P.

 By:

 /s/ Cary P. Marshall

 Cary P. Marshall

 Sr. Vice President and Chief Financial Officer

​

Cc:

 Eb Davis

 Alliance Resource Partners, L.P.

 David P. Oelman

 Vinson & Elkins L.L.P.

​

​

3

CORRESP
1
filename1.htm

July 7, 2023

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:

 Karl Hiller

​

 Branch Chief

 Office of Energy & Transportation

Re:

 Alliance Resource Partners, L.P.

 Form 10-K for the Year Ended December 31, 2022

 Filed February 24, 2023

 File No. 000-26823

​

Ladies and Gentlemen:

Alliance Resource Partners, L.P. (the “Partnership,” “we” or “our”) acknowledges receipt of the letter dated July 5, 2023, containing comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Partnership’s Form 10-K for the Fiscal Year Ended December 31, 2022, File No. 000-26823, filed with the Commission on February 24, 2023 (the “Comment Letter”).

​

The Comment Letter requests that we respond to the Staff’s comments within 10 business days or to advise the Staff promptly when we will provide the Staff with our responses. We respectfully request an extension of time to respond to the Comment Letter so that we can devote appropriate time and resources to consider the Staff’s comments and to complete our responses. We will be working with our third-party consultants with respect to your comments on our technical report summary.  We would expect to file a formal response on or before August 16, 2023 assuming we do not encounter issues which would require materially more time than that to complete.  If we have any questions while we are preparing our responses, we may request a call with the Staff for clarification purposes.

​

Please direct any questions or comments regarding the foregoing to the undersigned or to our counsel at Vinson & Elkins L.L.P., David Oelman at (713)758-3708.

 Very truly yours,

 Alliance Resource Partners, L.P.

 By:

 /s/ Cary P. Marshall

 Cary P. Marshall

 Sr. Vice President and Chief Financial Officer

Cc:

 Eb Davis

 Alliance Resource Partners, L.P.

 David Palmer Oelman

 Vinson & Elkins L.L.P.

​

​

1

United States securities and exchange commission logo
July 5, 2023
Cary Marshall
Chief Financial Officer
Alliance Resource Partners LP
1717 South Boulder Avenue, Suite 400
Tulsa, Oklahoma 74119
Re:Alliance Resource Partners LP
Form 10-K for the Fiscal Year ended December 31, 2022
Filed February 24, 2023
File No. 000-26823
Dear Cary Marshall:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2022
Exhibits and Financial Statement Schedules
Exhibit 96.5, page 190
1.We note that you have filed a Technical Report Summary for Tunnel Ridge Mine which
has been updated to February 2023, to supersede the July 2022 version that you filed with
the Form 10-K/A on August 26, 2022, which was necessary to address content
deficiencies observed in earlier comments. However, the more recent version excludes
content that was previously included or added in response to the earlier comments.

Please coordinate with the persons at RESPEC who were involved in preparing the
document to obtain and file an amended Technical Report Summary that includes all of
the required content, including the details necessary to address the following points.

•Section 2 should include the name and date of the Technical Report Summary that is

 FirstName LastNameCary Marshall
 Comapany NameAlliance Resource Partners LP
 July 5, 2023 Page 2
 FirstName LastName
Cary Marshall
Alliance Resource Partners LP
July 5, 2023
Page 2
being updated to comply with Item 601(b)(96)(iii)(B)(2)(v) of Regulation S-K, which
appears to be the July 2022 report that updated the February 2022 report.

•Section 18 should include estimates of capital and operating costs, having the major
components set out in tabular form, to comply with Item 601(b)(96)(iii)(B)(18)(i) of
Regulation S-K.

•Section 19.1 should include annual cash flow forecasts based on your annual
production schedule for the life of the projects, having line item details such as
revenues, operating costs, capital expenditures, royalties, taxes, and any other items
that must be considered in projecting after tax cash flows, to comply with Item
601(b)(96)(iii)(B)(19)(ii) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact John Coleman, Mining Engineer, at 202-551-3610 or Karl Hiller,
Branch Chief, at 202-551-3686 if you have any questions regarding the comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

United States securities and exchange commission logo
September 2, 2022
Brian L. Cantrell
Senior Vice President - Chief Financial Officer
Alliance Resource Partners LP
1717 South Boulder Avenue, Suite 400
Tulsa, Oklahoma 74119
Re:Alliance Resource Partners LP
Form 10-K for the Fiscal Year ended December 31, 2021
Filed February 25, 2022
File No. 000-26823
Dear Mr. Cantrell :
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

July 19, 2022

​

Via EDGAR

​

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

​

Attn:

 Karl Hiller

​

 Branch Chief

 Office of Energy & Transportation

Re:

 Alliance Resource Partners, L.P.

 Form 10-K for the Year Ended December 31, 2021

 Filed February 25, 2022

 File No. 000-26823

​

Ladies and Gentlemen:

This letter sets forth the responses of Alliance Resource Partners, L.P. (the “Partnership”) to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated June 30, 2022 (the “Comment Letter”) in connection with our June 14, 2022 response to the Staff’s Comment Letter dated May 3, 2022 with respect to the Form 10-K for the year ended December 31, 2021 (the “Form 10-K”) filed by the Partnership on February 25, 2022.

For your convenience, we have repeated each comment of the Staff exactly as given in the Comment Letter in bold and italics below and provided our response below each such comment.

Summary of Coal Mineral Resources and Reserves, page 58

 1.

 We understand from your response to prior comment 1, that you will disclose the coal pricing assumptions for the Illinois and Appalachian basin resource and reserve estimates. However, you indicate that the pricing range utilized for the Illinois basin resource estimate was from $36.27 to $51.26 per short ton, while the pricing range utilized for the same location reserve estimate was $36.08 to $44.01 per short ton.

​

Tell us the reasons for having different price assumptions when estimating resources compared to reserves and provide a similar explanation in your disclosures.

Response: We acknowledge the Staff’s comment and in response note that the sales price for coal will vary depending on coal quality, access to transportation and other factors at each location.  In the Illinois Basin, we have coal resources that are not contiguous to our coal reserves and therefore have different factors affecting the coal sales price.

​

We have modified our proposed disclosure for prices utilized for each coal basin or market region associated with our resource estimates presented in our prior comment 1 to include an explanation for the different price assumptions used for resources as compared to reserves:

​

At December 31, 2021, we had approximately 1.165 billion tons of coal mineral resources.  Tonnages are reported on a clean recoverable basis with pricing based on available third-party forecasts and historical pricing adjusted for quality at the end of 2021 in a range from $36.27 to $51.26 per short ton in the Illinois Basin and from $42.68 to $66.27 per short ton in the Appalachian Basin, which are the prices used by RESPEC to estimate the amount of coal mineral resources. All resources are classified as underground mineable in the exploration stage.

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​

1

Coal sales prices vary based on coal quality, access to transportation, and other factors at each location.  In the Illinois Basin, we have coal resources that are not associated with coal reserves and have different factors affecting the coal sales price.  In addition, we have coal reserves that do not have associated coal resources.  As a result, our Illinois Basin resources and our Illinois Basin reserves have different price ranges.

​

Further please see our modified proposed disclosure below to specify the prices utilized for each coal basin or market region associated with our reserve estimates presented in out prior comment 1 to include an explanation for the different price assumptions used for reserves as compared to resources:

​

On December 31, 2021, we had approximately 547.1 million tons of coal mineral reserves.  Tonnages are reported on a clean recoverable basis with pricing based on available third-party forecasts and historical pricing adjusted for quality at the end of 2021 in a range from $36.08 to $44.01 per short ton in the Illinois Basin and from $42.68 to $66.27 per short ton in the Appalachian Basin, which are the prices used by RESPEC to estimate the amount of coal mineral reserves.  All reserves are classified as underground mineable in the production stage.

​

Coal sales prices vary based on coal quality, access to transportation, and other factors at each location.  In the Illinois Basin, we have coal reserves that do not have associated coal resources. In addition, we have coal resources that are not associated with coal reserves and have different factors affecting the coal sales price.  As a result, our Illinois Basin reserves and our Illinois Basin resources have different price ranges.

​

 Exhibits 96.1, 96.2, 96.3, 96.4 and 96.5

Section 19 – Economic Analysis, page ES-19

 2.

 We note that you have arranged to obtain revised technical report summaries from the engineering consultants to address prior comments 5 through 10 and 12, and that you propose to file those reports with your second quarter report. However, as the exhibits are required with the annual report and considering the nature of the content deficiencies, we believe that you should amend your annual report with the amendments to these exhibits.

Response: We acknowledge the Staff’s comment and will include the revised technical report summaries from our engineering consultants through an amendment of our annual report upon the completion of the Staff’s review of our Form 10-K for the fiscal year ended December 31, 2021.

​

​

 3.

 We note your response to prior comment 11, regarding your tax status, and that you made an election during the first quarter of 2022 for the subsidiary holding your oil and gas interests, Alliance Minerals, LLC, to be taxed as a corporation.

​

Please address the likelihood of making any similar elections that would apply to income from your coal mining operations and if other than remote, obtain and file amendments to the technical report summaries that include sensitivity analyses based on this variant, along with discussions of the impact on the results of the economic assessments, to comply with Item 601(b)(96)(iii)(B)(19)(iii) of Regulation S-K.

​

If there is a reasonable likelihood of income from your coal mining operations becoming subject to income taxes, as a result of elections or otherwise, also address this uncertainty in MD&A to comply with Item 303(a) of Regulation S-K.

Response:  We acknowledge the Staff’s comment and in response assert that it is remote that we will make a similar tax election for our coal mining operations. We made the tax election for our oil & gas royalties business to reduce the overall tax burden to our unitholders. Based on current facts and circumstances we do not believe subjecting our coal operations to corporate taxation would yield similar tax savings for our unitholders, thus we are currently committed to the limited partnership structure. We will reassess our tax election with respect to our coal operations on an ongoing basis and, if a change in the tax election is no

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2

longer merely a remote possibility, will include discussions of such a potential change and its impact in our future filings (including in the technical report summaries and MD&A).

​

​

 4.

 We note your response to prior comment 12 indicating that the qualified persons will modify the various technical report summaries to include tabulations of the annual cash flow forecasts based on the annual production schedules for the life of the projects.

​

Please ask the qualified persons to clearly label each of the cash flow tables in the technical report summaries as pre-tax cash flow, and to disclose the rationale for the assumption regarding income taxes within Section 19 and the Executive Summary.

Response: We acknowledge the Staff’s comment and will request that the engineering consultants acting as qualified persons to clearly label the cash flow tables included in the revised technical report summaries as pre-tax flow and add an explanation that the coal operations are not subject to federal and state income tax as they are held by a Partnership for tax purposes and not taxed as a corporation.

​

​

We respectively request that the Staff accept our response.

​

​

Please direct any questions or comments regarding the foregoing to the undersigned or to our counsel at Vinson & Elkins L.L.P., David Oelman at (713) 758-3708 or doelman@velaw.com.

 Very truly yours,

 Alliance Resource Partners, L.P.

 By:

 /s/ Brian L. Cantrell

 Brian L. Cantrell

 Sr. Vice President and Chief Financial Officer

Cc:

 Eb Davis

 Alliance Resource Partners, L.P.

 David P. Oelman

 Vinson & Elkins L.L.P.

​

 ​

​

​

3

CORRESP
1
filename1.htm

July 7, 2022

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:

 Karl Hiller

​

 Branch Chief

 Office of Energy & Transportation

Re:

 Alliance Resource Partners, L.P.

 Form 10-K for the Year Ended December 31, 2021

 Filed February 25, 2022

 File No. 000-26823

Ladies and Gentlemen:

Alliance Resource Partners, L.P. (the “Partnership,” “we” or “our”) acknowledges receipt of the letter dated June 30, 2022, containing comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in connection with our June 14, 2022 response to the Staff’s Comment Letter dated May 3, 2022 with respect to the Partnership’s Form 10-K for the Fiscal Year Ended December 31, 2021, File No. 000-26823, filed with the Commission on February 25, 2022 (the “Comment Letter”).

​

The Comment Letter requests that we respond to the Staff’s comments within 10 business days or to advise the Staff promptly when we will provide the Staff with our responses. We respectfully request an extension of time to respond to the Comment Letter so that we can devote appropriate time and resources to consider the Staff’s comments and to complete our responses. We will be working with our third-party consultants with respect to your comments on our pricing assumptions and modifications to technical report summaries.  We would expect to file a formal response on or before July 29, 2022 assuming we do not encounter issues which would require materially more time than that to complete.  If we have any questions while we are preparing our responses, we may request a call with the Staff for clarification purposes.

​

Please direct any questions or comments regarding the foregoing to the undersigned or to our counsel at Vinson & Elkins L.L.P., David Oelman at (713)758-3708.

 Very truly yours,

 Alliance Resource Partners, L.P.

 By:

 /s/ Brian L. Cantrell

 Brian L. Cantrell

 Sr. Vice President and Chief Financial Officer

Cc:

 Eb Davis

 Alliance Resource Partners, L.P.

 David Palmer Oelman

 Vinson & Elkins L.L.P.

​

​

1

United States securities and exchange commission logo
June 30, 2022
Brian L. Cantrell
Senior Vice President - Chief Financial Officer
Alliance Resource Partners LP
1717 South Boulder Avenue, Suite 400
Tulsa, Oklahoma 74119
Re:Alliance Resource Partners LP
Form 10-K for the Fiscal Year ended December 31, 2021
Filed February 25, 2022
File No. 000-26823
Dear Mr. Cantrell :
            We have reviewed your June 14, 2022 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
May 3, 2022 letter.
Form 10-K for the Fiscal Year ended December 31, 2021
Summary of Coal Mineral Resources and Reserves, page 58
1.We understand from your response to prior comment 1, that you will disclose the coal
pricing assumptions for the Illinois and Appalachian basin resource and reserve estimates.
However, you indicate that the pricing range utilized for the Illinois basin resource
estimate was from $36.27 to $51.26 per short ton, while the pricing range utilized for the
same location reserve estimate was $36.08 to $44.01 per short ton.

Tell us the reasons for having different price assumptions when estimating resources
compared to reserves and provide a similar explanation in your disclosures.

 FirstName LastNameBrian L. Cantrell
 Comapany NameAlliance Resource Partners LP
 June 30, 2022 Page 2
 FirstName LastName
Brian L. Cantrell
Alliance Resource Partners LP
June 30, 2022
Page 2
Exhibits 96.1, 96.2, 96.3, 96.4 and 96.5
Section 19 - Economic Analysis, page ES-19
2.We note that you have arranged to obtain revised technical report summaries from
the engineering consultants to address prior comments 5 through 10 and 12, and that you
propose to file those reports with your second quarter report.  However, as the exhibits are
required with the annual report and considering the nature of the content deficiencies, we
believe that you should amend your annual report with the amendments to these exhibits.
3.We note your response to prior comment 11, regarding your tax status, and that you made
an election during the first quarter of 2022 for the subsidiary holding your oil and gas
interests, Alliance Minerals, LLC, to be taxed as a corporation.

Please address the likelihood of making any similar elections that would apply to income
from your coal mining operations and if other than remote, obtain and file amendments to
the technical report summaries that include sensitivity analyses based on this variant,
along with discussions of the impact on the results of the economic assessments, to
comply with Item 601(b)(96)(iii)(B)(19)(iii) of Regulation S-K.

If there is a reasonable likelihood of income from your coal mining operations
becoming subject to income taxes, as a result of elections or otherwise, also address this
uncertainty in MD&A to comply with Item 303(a) of Regulation S-K.
4.We note your response to prior comment 12 indicating that the qualified persons will
modify the various technical report summaries to include tabulations of the annual cash
flow forecasts based on the annual production schedules for the life of the projects.

Please ask the qualified persons to clearly label each of the cash flow tables in the
technical report summaries as pre-tax cash flow, and to disclose the rationale for the
assumption regarding income taxes within Section 19 and the Executive Summary.
            You may contact Ken Schuler, Mine Engineer, at (202) 551-3718, or Karl Hiller, Branch
Chief, at (202) 551-3686 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

June 14, 2022

​

Via EDGAR

​

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

​

Attn:

 Karl Hiller

​

 Branch Chief

 Office of Energy & Transportation

Re:

 Alliance Resource Partners, L.P.

 Form 10-K for the Year Ended December 31, 2021

 Filed February 25, 2022

 File No. 000-26823

​

Ladies and Gentlemen:

​

This letter sets forth the responses of Alliance Resource Partners, L.P. (the “Partnership”) to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated May 3, 2022 (the “Comment Letter”) with respect to the Form 10-K for the year ended December 31, 2021 (the “Form 10-K”) filed by the Partnership on February 25, 2022. We intend to file the modifications to the disclosures in the body of the Form 10-K as part of our Form 10-K for the year ended December 31, 2022 and file revised technical report summaries as exhibits to our Form 10-Q for the quarter ended June 30, 2022. We are happy to discuss any concerns the Staff might have regarding that approach.

​

For your convenience, we have repeated each comment of the Staff exactly as given in the Comment Letter in bold and italics below and provided our response below each such comment.

​

Summary of Coal Mineral Resources and Reserves, page 58

​

 1.

 We note your disclosures on pages 58 and 59 of the coal price ranges utilized in preparing your resource and reserve estimates. Please modify these disclosures to specify the prices utilized for each coal basin or market region associated with the resource and reserve estimates. See Item 1303(b)(3) of Regulation S - K.

​

Response: We acknowledge the Staff’s comment and have modified our disclosure below to specify the prices utilized for each coal basin or market region associated with our resource estimates, which we will also include in future filings:

​

At December 31, 2021, we had approximately 1.165 billion tons of coal mineral resources.  Tonnages are reported on a clean recoverable basis with pricing based on available third-party forecasts and historical pricing adjusted for quality at the end of 2021 in a range from $36.27 to $51.26 per short ton in the Illinois Basin and from $42.68 to $66.27 per short ton in the Appalachian Basin, which are the prices used by RESPEC to estimate the amount of coal mineral resources.  All resources are classified as underground mineable in the exploration stage.

​

Further please see our modified disclosure below to specify the prices utilized for each coal basin or market region associated with our reserve estimates, which we will also include in future filings:

​

On December 31, 2021, we had approximately 547.1 million tons of coal mineral reserves.  Tonnages are reported on a clean recoverable basis with pricing based on available third-party forecasts and historical pricing adjusted for quality at the end of 2021 in a range from $36.08 to $44.01 per short ton in the Illinois Basin and from $42.68 to $66.27 per short ton in the Appalachian

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1

Basin, which are the prices used by RESPEC to estimate the amount of coal mineral reserves.  All reserves are classified as underground mineable in the production stage.

​

 2.

 Please expand your summary disclosures to include the resource and reserve estimates associated with your interests in Mid-America Carbonates

​

Response: We acknowledge the Staff’s comment and in response, note that our subsidiary Mid-America Carbonates, LLC (“MAC”) does not own, lease or control any limestone resources or reserves or other mineral resources or reserves.  MAC is a subsidiary that provides rock dust to our Illinois Basin mining complexes that it manufactures from limestone acquired from nearby third-party mining operations.  Because MAC has no mineral resources and reserves, we are unable to expand our summary resource and reserve estimates to include MAC.

​

Henderson/Union Property, page 60

​

 3.

 We note that the Henderson-Union and River View properties overlap though we expect that different coal seams are associated with your estimates of resources and reserves. If this is correct, please include a statement along with these disclosures to clarify that the estimates of resources and reserves are distinct and separate, without any overlap in estimation, even though the mineral and property rights may overlap or have a common surface expression. See Item 1304(f)(2) of Regulation S-K.

​

Response: We acknowledge the Staff’s comment and will include the following information in our future filings:

​

Though there is geographic overlap between the Henderson-Union and River View properties, the resources and reserves of each are associated with different coal seams or, if in the same seam, are separated by existing mine works or geologic features into distinct areas.  There is no overlap in the resource / reserve estimation.

​

Geology and Reserves, page 64

​

 4.

 We note that you do not include estimates of mineral resources with all of your estimates of mineral reserves. Please disclose the circumstances underlying the absence of resources in each instance. For example, clarify whether measured and indicated resources associated with the properties were all converted to reserves and if inferred resources were not determined explain the reasons. See Item 1304(f)(2) of Regulation S-K.

​

Response: We acknowledge the Staff’s comment and will include the following clarifications following the reserve table in the respective Geology and Reserves sections for each of the individual property disclosures in future filings:

​

River View, page 64

​

Due to the level of geologic certainty, all resources were classified as either measured or indicated and were converted to reserves. There were no inferred resources associated with the property.

​

Hamilton, page 66

​

Resources associated with Hamilton County are provided in our Coal Mineral Resources table above.

​

Gibson South, page 68

​

Due to the level of geologic certainty, all resources were classified as either measured or indicated and were converted to reserves. There were no inferred resources associated with the property.

​

​

2

Tunnel Ridge, page 70

​

Due to the level of geological certainty, all resources were classified as either measured or indicated and were converted to reserves. There are no inferred resources associated with the property.

​

Exhibits 96.1, 96.2, 96.3, 96.4 and 96.5

Section 1 – Executive Summary, page ES-1

​

 5.

 We have identified various incremental requirements that pertain to the technical summary reports in the remaining comments of this letter. Please discuss these observations with the qualified persons. We expect that you will need to obtain and file revised reports from the engineering firm to address these concerns.

​

Response: We acknowledge the Staff’s comment, and we will file revised technical report summaries incorporating the responses to the remaining comments of this letter as exhibits to our Form 10-Q for the quarter ended June 30, 2022.

​

 6.

 We note that quantities corresponding to your disclosures of resources on page 62 of the filing have been labeled as proven and probable in the report tabulation on page 1 of Exhibit 96.1, thereby indicating these are reserves rather than resources. This section of the report should be corrected to utilize the applicable terminology.

​

Response:  We acknowledge the Staff’s comment and have discussed it with RESPEC, our qualified engineering firm.  RESPEC will modify their technical report summaries to remove the label of “Total Proven and Probable” in Table 1-1 of Exhibit 96.1 to instead read “Total Measured, Indicated, & Inferred”.

​

 7.

 We note that mineral resource estimates are not provided with all of the mineral reserve estimates in the reports at Exhibits 96.1, 96.2, 96.3, 96.4 and 96.5. The language in Sections 11 and 12 should clarify, where applicable, the circumstances underlying the absence or limited quantification of resource estimates.

​

For example, incremental details should clarify whether the measured and indicated resources were quantified and then converted to reserves in preparing the reserve estimates and indicate the reasons inferred resources were not determined or reported. See Item 601(b)(96)(iii)(B)(11)(i) and (12)(i) of Regulation S-K.

​

Response: We acknowledge the Staff’s comment and respectively believe that Exhibits 96.1, 96.2, 96.3, 96.4 and 96.5 prepared by RESPEC, our qualified engineering firm, are generally responsive to Item 601(b)(96)(iii)(B)(11)(i) and (12)(i) of Regulation S-K as described below. We will also have RESEPC add language to certain technical report summaries to address why inferred resources are not determined or reported as discussed in our responses below:

​

Exhibit 96.1

​

The statement “None of the resources are converted to reserves” appears in Section 1.4 and the statement “No reserves are reported” appears in Section 12.

​

Exhibit 96.2

​

Our River View mine has no resources associated with the reserves as any resources it may have had were converted to reserves. As a result, the statements “All resources were converted to reserves” and “There are no resources exclusive of reserves” appear in Section 1.4.

​

The statements “There are no resources exclusive of reserves” and “All resources were classified as either measured or indicated and were converted to reserves” appear in Section 11.4.

​

​

3

RESPEC will add the statement “Due to the level of geologic certainty, there were no inferred resources” before the statement “All resources were classified as either measured or indicated and were converted to reserves” identified above in Section 11.4.

​

Exhibit 96.3

​

The statement “All resources converted to reserves are removed from the resource estimate” appears in Section 1.4 and the statement, “The tonnages are reported on a saleable basis and exclude resources that are converted to reserves” appears in Section 11.4.

​

Exhibit 96.4

​

Our Gibson South mine has no resources associated with the reserves as any resources it may have had were converted to reserves. As a result, the statements “All resources were converted to reserves” and “There are no resources exclusive of reserves” appear in Section 1.4.

​

The statements “There are no resources exclusive of reserves” and “All resources were classified as either measured or indicated and were converted to reserves” appear in Section 11.4.

​

RESPEC will add the statement “Due to the level of geologic certainty, there were no inferred resources” before the statement “All resources were classified as either measured or indicated and were converted to reserves” identified above in Section 11.4.

​

Exhibit 96.5

​

Our Tunnel Ridge mine has no resources associated with the reserves as any resources it may have had were converted to reserves. As a result, the statements “All resources were converted to reserves” and “There are no resources exclusive of reserves” appear in Section 1.4.

​

The statements “There are no resources exclusive of reserves” and “All resources were classified as either measured or indicated and were converted to reserves” appear in Section 11.4.

​

RESPEC will add the statement “Due to the level of geologic certainty, there were no inferred resources” before the statement “All resources were classified as either measured or indicated and were converted to reserves” identified above in Section 11.4.

​

Section 3 – Property Description, page ES-3

 8.

 As the Henderson-Union and River View properties are shown to overlap geographically, Section 3.1 of Exhibits 96.1 and 96.2 should be expanded to clarify if the estimates of resources and reserves correspond to distinct and separate coal seams, without any overlap in estimation. See Item 601(b)(96)(iii)(B)(3)(i) and (vi) of Regulation S-K.

​

Response:  We acknowledge the Staff’s comment and have discussed it with RESPEC, our qualified engineering firm.  RESPEC will modify their technical report summaries to include the following clarifying statements in section 3.1 of each exhibit:

​

Exhibit 96.1:

​

Though there is a geographic overlap with the existing River View operation, the resources of each are associated with different coal seams (WKY7 and WKY6) or, if in the same seam (which occurs in the WKY11 and WKY9), are separated by old works and geologic features into distinct areas. There is no overlap in the resource / reserve estimation.

​

​

4

Exhibit 96.2:

​

Though there is geographic overlap with the Henderson Union resource area, the resources are associated with different seams (West Kentucky No.7 and West Kentucky No. 6) or, if in the same seam (which occurs in the WKY11 and WKY9), are separated by old works and geologic features into distinct areas. There is no overlap in the resource / reserve estimation.

​

Section 11 – Mineral Resource Estimates, page ES-11

​

 9.

 We note that estimates of resources are presented in Section 11.4 of Exhibits 96.1 and 96.3 without describing the economic basis. This section should include the assumptions utilized by the qualified person in forming a view on economic viability, including the prices at which product is expected to be sold, and the mining, processing, and general and administrative costs that are expected to be incurred, which collectively establish an economic basis for the estimates. See Item 1302(d) of Regulation S-K.

​

Response: We acknowledge the Staff’s comment and have discussed it with RESPEC, our qualified engineering firm.  RESPEC will modify their technical report summaries to include the following modified disclosures and modified tables in Sections 11.4 of each of the following exhibits:

​

Exhibit 96.1

​

The EIA reported the average weekly coal commodity spot price for Illinois Basin coal (the EIA price) on February 4, 2022, to be $75.50/ton (11,800 Btu, 5.0 lbs. SO2 basis). The reference price used in the economic analysis is $39.10 which is based on the QP’s review of historical pricing realized by the adjacent River View operation and proprietary third-party coal price forecasts provided by ARP. Mining and processing costs along with general and administrative costs were estimated.  Table 11-4 shows the economic basis for the estimate of each seam in real 2021 U.S. dollars.

​

Table 11-4.  Henderson Union Resources

Economic Basis for Estimates (US$/ton)

Seam

 No.11

 No.9

 No.7

 No.6

Revenues

 $        39.10

 $        39.10

 $         39.10

 $         39.10

Mining and Processing Costs

 $        31.93

 $        29.82

 $         30.58

 $         31.49

General & Administrative Costs

 $          0.60

 $          0.52

 $           0.49

 $           0.59

​

Exhibit 96.3

​

The EIA reported the average weekly coal commodity spot price for Illinois Basin coal (the EIA price) on February 4, 2022, to be $75.50/ton (11,800 Btu, 5.0 lbs. SO2 basis). The reference price used in the economic analysis is $36.27 which is based on the QP’s review of historical pricing realized by the Hamilton operation, proprietary third-party pricing forecasts, and the simple average of the EIA price as reported the first Friday of each month for the calendar years 2020 and 2021 (the 2-year average). Mining and processing costs along with general and administrative costs were estimated. Table 11-4 shows the economic basis for the estimate of each seam in real 2021 U.S. dollars.

​

Table 11-4.  Hamilton Mine Resources

Economic Basis for Estimates (US$/ton)

Seam

 Herrin

 Springfield

Revenues

 $        36.27

 $         36.27

Mining and Processing Costs

 $        25.46

 $         30.07

General & Administrative Costs

 $          0.52

 $           0.59

​

​

5

Section 13 – Mining Methods, page ES-13

​

 10.

 We note that quantities identified as raw ton

CORRESP
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filename1.htm

May 11, 2022

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:

 Karl Hiller

​

 Branch Chief

 Office of Energy & Transportation

Re:

 Alliance Resource Partners, L.P.

 Form 10-K for the Year Ended December 31, 2021

 Filed February 25, 2022

 File No. 000-26823

Ladies and Gentlemen:

Alliance Resource Partners, L.P. (the “Partnership,” “we” or “our”) acknowledges receipt of the letter dated May 3, 2022, containing comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Partnership’s Form 10-K for the Fiscal Year Ended December 31, 2021, File No. 000-26823, files with the Commission on February 25, 2022 (the “Comment Letter”).

​

The Comment Letter requests that we response to the Staff’s comments within 10 business days or to advise the Staff promptly when we will provide the Staff with our responses. We respectfully request an extension of time to respond to the Comment Letter so that we can devote appropriate time and resources to consider the Staff’s comments and to complete our responses. We will be working with our third-party consultants with respect to your comments on our technical report summaries.  We would expect to file a formal response on or before June 14, 2022 assuming we do not encounter issues which would require materially more time than that to complete.  If we have any questions while we are preparing our responses, we may request a call with the Staff for clarification purposes.

​

Please direct any questions or comments regarding the foregoing to the undersigned or to our counsel at Vinson & Elkins L.L.P., David Oelman at (713)758-3708.

 Very truly yours,

 Alliance Resource Partners, L.P.

 By:

 /s/ Brian L. Cantrell

 Brian L. Cantrell

 Sr. Vice President and Chief Financial Officer

Cc:

 Eb Davis

 Alliance Resource Partners, L.P.

 David Palmer Oelman

 Vinson & Elkins L.L.P.

​

​

1

United States securities and exchange commission logo
May 3, 2022
Brian L. Cantrell
Senior Vice President - Chief Financial Officer
Alliance Resource Partners LP
1717 South Boulder Avenue, Suite 400
Tulsa, Oklahoma 74119
Re:Alliance Resource Partners LP
Form 10-K for the Fiscal Year ended December 31, 2021
Filed February 25, 2022
File No. 000-26823
Dear Mr. Cantrell :
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2021
Summary of Coal Mineral Resources and Reserves, page 58
1.We note your disclosures on pages 58 and 59 of the coal price ranges utilized in preparing
your resource and reserve estimates.  Please modify these disclosures to specify the prices
utilized for each coal basin or market region associated with the resource and reserve
estimates.  See Item 1303(b)(3) of Regulation S-K.
2.Please expand your summary disclosures to include the resource and reserve estimates
associated with your interests in Mid-America Carbonates
Henderson/Union Property, page 60
3.We note that the Henderson-Union and River View properties overlap though we expect
that different coal seams are associated with your estimates of resources and reserves. If
this is correct, please include a statement along with these disclosures to clarify that the

 FirstName LastNameBrian L. Cantrell
 Comapany NameAlliance Resource Partners LP
 May 3, 2022 Page 2
 FirstName LastNameBrian L. Cantrell
Alliance Resource Partners LP
May 3, 2022
Page 2
estimates of resources and reserves are distinct and separate, without any overlap in
estimation, even though the mineral and property rights may overlap or have a common
surface expression.  See Item 1304(f)(2) of Regulation S-K.
Geology and Reserves, page 64
4.We note that you do not include estimates of mineral resources with all of your estimates
of mineral reserves.  Please disclose the circumstances underlying the absence of
resources in each instance. For example, clarify whether measured and indicated resources
associated with the properties were all converted to reserves and if inferred resources were
not determined explain the reasons.  See Item 1304(f)(2) of Regulation S-K.
Exhibits 96.1, 96.2, 96.3, 96.4 and 96.5
Section 1 - Executive Summary, page ES-1
5.We have identified various incremental requirements that pertain to the technical
summary reports in the remaining comments of this letter.  Please discuss these
observations with the qualified persons.  We expect that you will need to obtain and
file revised reports from the engineering firm to address these concerns.
6.We note that quantities corresponding to your disclosures of resources on page 62 of the
filing have been labeled as proven and probable in the report tabulation on page 1 of
Exhibit 96.1, thereby indicating these are reserves rather than resources. This section of
the report should be corrected to utilize the applicable terminology.
7.We note that mineral resource estimates are not provided with all of the mineral reserve
estimates in the reports at Exhibits 96.1, 96.2, 96.3, 96.4 and 96.5. The language in
Sections 11 and 12 should clarify, where applicable, the circumstances underlying the
absence or limited quantification of resource estimates.

For example, incremental details should clarify whether the measured and indicated
resources were quantified and then converted to reserves in preparing the reserve
estimates and indicate the reasons inferred resources were not determined or reported.
See Item 601(b)(96)(iii)(B)(11)(i) and (12)(i) of Regulation S-K.
Section 3 - Property Description, page ES-3
8.As the Henderson-Union and River View properties are shown to overlap geographically,
Section 3.1 of Exhibits 96.1 and 96.2 should be expanded to clarify if the estimates of
resources and reserves correspond to distinct and separate coal seams, without any overlap
in estimation.  See Item 601(b)(96)(iii)(B)(3)(i) and (vi) of Regulation S-K.
Section 11 - Mineral Resource Estimates, page ES-11
9.We note that estimates of resources are presented in Section 11.4 of Exhibits 96.1 and
96.3 without describing the economic basis. This section should include the assumptions
utilized by the qualified person in forming a view on economic viability, including the

 FirstName LastNameBrian L. Cantrell
 Comapany NameAlliance Resource Partners LP
 May 3, 2022 Page 3
 FirstName LastName
Brian L. Cantrell
Alliance Resource Partners LP
May 3, 2022
Page 3
prices at which product is expected to be sold, and the mining, processing, and general
and administrative costs that are expected to be incurred, which collectively establish
an economic basis for the estimates.  See Item 1302(d) of Regulation S-K.
Section 13 - Mining Methods, page ES-13
10.We note that quantities identified as raw tons are reported in Section 13.2 of Exhibits
96.2, 96.3, 96.4 and 96.5. This section should clarify whether the raw tons reported in the
tabulations represent mined coal tonnage prior to cleaning at the preparation plants; and
include the historical mined tonnage/preparation plant production, and estimated
metallurgical or preparation plant recovery factors used to determine your
resources/reserves.  See Item 601(b)(96)(iii)(B)(11)(ii) of Regulation S-K.
Section 19 - Economic Analysis, page ES-19
11.We note that Federal and State income taxes have been excluded by the qualified person
in determining the economic cash flows associated with the coal deposits.  Therefore, it
appears that the assessments of economic viability and the resulting estimates of reserves
would need to be revised to reflect expectations regarding the applicable Federal and State
income taxes in order to yield estimates that are consistent with our reserve definitions.
See Item 601(b)(96)(iii)(B)(19)(i) of Regulation S-K.
12.We note that a cash flow summary is provided for your various mining projects in Section
19.1 of Exhibits 96.2, 96.3, 96.4 and 96.5.  This section should also include annual cash
flow forecasts that are based on your annual production schedule for the life of
the projects, including line items such as revenues, operating costs, capital expenditures,
royalties, taxes, and any other items that must be considered in projecting after tax cash
flows.  See Item 601(b)(96)(iii)(B)(19)(ii) of Regulation S-K.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.  You may contact Ken Schuler, Mine Engineer, at (202) 551 -
3718 or Karl Hiller, Branch Chief, at (202) 551 - 3686 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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filename1.htm

ALLIANCE RESOURCE PARTNERS, L.P.

1717 South Boulder Avenue, Suite 400

Tulsa, Oklahoma 74119

April 24, 2018

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Beverages, Apparel and Mining

100 F. Street, N.E.

Washington, D.C. 20549

Attn: John Reynolds

Re:                             Request for Acceleration of Effectiveness of Registration Statement on Form S-4 (File No. 333-224021) of Alliance Resource Partners, L.P. (the “Registrant”)

Ladies and Gentleman:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, and on behalf of the Registrant, we hereby request that the effectiveness of the above-captioned Registration Statement (the “Registration Statement”) be accelerated so that such Registration Statement will become effective on April 26, 2018 at 2:00 p.m., Eastern Time, or as soon thereafter as practicable.

Please call David P. Oelman of Vinson & Elkins L.L.P., the Registrant’s outside counsel, at (713) 758-3708 with any questions regarding this request for acceleration.

Very   truly yours,

Alliance Resource   Partners, L.P.

By:

/s/ R.   Eberley Davis

Name:

R.   Eberley Davis

Title:

Senior   Vice President, General Counsel and Secretary

Mail Stop 3561

April 3, 2018

Via E -mail
R. Eberley Davis , Esq.
Senior Vice President, General Counsel
  and Secretary
Alliance Resource Partners, L.P.
1717 South Boulder Avenue, Suite  400
Tulsa, Oklahoma 74119

Re: Alliance Resource Partners, L.P.
  Registration Statement on Form S-4
Filed  March 29, 2018
  File No.  333-224021

Dear Mr. Davis :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absenc e of action by the staff.

Please  contact Ronald E. Alper  at (202) 551 -3329  with any questions.

Sincerely,

 /s/ Brigitte Lippmann (for)

 John Reynolds
Assistant Director
Office of Beverages, Apparel and
Mining

cc:  David P. Oelman, Esq.
       Vinson & Elkins L.L.P.

October 30, 2017

Via E -mail
Mr. Joseph W. Craft III
Chief Executive Officer
Alliance Resource Partners, L.P.
1717 South Boulder Avenue, Suite 400
Tulsa, OK  74119

Re: Alliance Resource Partners, L.P.
 Form 10 -K for the Fiscal Year Ended December 31, 2016
File No. 000 -26823

Dear Mr. Craft:

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Rufus Decker

Rufus Decker
Accounting Branch  Chief
Office of Beverages, Apparel and
Mining

CORRESP
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October 19, 2017

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:

Rufus Decker

Accounting Branch Chief

Office of Beverages,   Apparel and Mining

Re:

Alliance   Resource Partners, L.P.

Form 10-K   for the Year Ended December 31, 2016

Form 10-Q   for the Fiscal Quarter Ended June 30, 2017

File   No. 000-26823

Ladies and Gentlemen:

This letter sets forth the responses of Alliance Resource Partners, L.P. (the “Partnership” or “ARLP”) to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated October 10, 2017 (the “Comment Letter”) with respect to the Form 10-K for the year ended December 31, 2016 (the “Form 10- K”) and the Form 10-Q for the quarter ended June 30, 2017 (the “June Form 10-Q”).

For your convenience, we have repeated each comment of the Staff exactly as given in the Comment Letter in bold and italics below, and set forth below each such comment is our response.

Form 10-Q for the Fiscal Quarter Ended June 30, 2017

Notes to Condensed Consolidated Financial Statements

1, Organization and Presentation

Exchange Transaction, page 5

1.              You disclose in Note 1 that on July 28, 2017, MGP contributed to ARLP all of its IDRs and its general partner interest in ARLP in exchange for 56,100,000 ARLP common units and a non-economic general partner interest in ARLP. You also disclose that in conjunction with this transaction and on the same economic basis as MGP, SGP also contributed to ARLP its 0.01% general partner interests in both ARLP and the Intermediate Partnership in exchange for 7,181 ARLP common units.  In connection with this exchange transaction, ARLP amended its partnership agreement to reflect, among other things, cancellation of the IDRs and the economic general partner interest in ARLP and issuance of a non-economic general partner interest to MGP.  Please tell us how you plan to account for this transaction in your consolidated financial statements and indicate the relevant technical accounting literature that was applied in accounting for this transaction.

Response: We acknowledge the Staff’s comment and, as reported in our Current Report on Form 8-K dated July, 28, 2017, the Exchange Transaction between the Partnership and Alliance Holdings GP, L.P. (“AHGP”) was a private placement exempt from the registration requirements of the Securities Act of 1933 and involved the issuance of ARLP common units to AHGP in exchange for the cancellation of the Partnership’s incentive distribution rights (“IDRs”) held by AHGP’s wholly-owned subsidiary and managing general partner of ARLP, MGP.  No securities were issued or distributed to AHGP unitholders. The terms of the Exchange Transaction were unanimously approved by the Board of AHGP’s general partner and the Conflicts Committee of MGP, ARLP’s managing general partner, each of which received fairness opinions from financial advisors in connection with the value of the securities exchanged in the transaction. As we have publicly disclosed, the Exchange Transaction streamlines the economic structure

of the Partnership through the cancellation of the IDRs which, in turn, supports the Partnership’s future distribution growth, lowers its cost of capital and creates flexibility for equity capital market transactions, whether in the form of additional ARLP common unit issuances or ARLP common unit repurchases.  While numerous factors were considered in determining the number of units issued by ARLP in exchange for cancellation of the IDRs and analyzed by the financial advisors that rendered fairness opinions regarding the transaction, it is important to note that prior to the Exchange Transaction, as owner of the IDRs, MGP was entitled to an increasing share of growth in distributions paid to our limited partner unitholders.  Specifically, the IDRs held by MGP was entitled it to receive 15% of the amounts ARLP distributed in excess of $0.1375 per unit, 25% of the amount ARLP distributed in excess of $0.15625 per unit, and 50% of the amount ARLP distributed in excess of $0.1875 per unit.  Following the Exchange Transaction, beginning with distributions declared for the three months ended June 30, 2017, payable in August 2017, ARLP will no longer make distributions with respect to the IDRs. Consequently, as a result of the elimination of the IDRs increasing share of future distribution growth, total quarterly distributions from the Partnership to AHGP were immediately increased as distributions from the newly issued ARLP common units exceeded what the distribution to AHGP would have been at ARLP’s declared unit distribution level for the second quarter of 2017 distributions (paid in August 2017) if the exchange had not occurred.

In accordance with ASC 805-50-30-5 and ASC 250-10-20, we determined that the Exchange Transaction described in our June Form 10-Q should be accounted for as a transaction between entities under common control.  The IDRs are a right associated with MGP’s general partner interest in ARLP, accordingly, the exchange of the IDRs and MGP’s general partner interests in ARLP for common units representing limited partner interests in ARLP constitutes an exchange of equity interests between entities under common control and not the transfer of a business.  We therefore concluded for the Partnership’s Consolidated Financial Statements, the Exchange Transaction should be recorded as an equity reclassification from the General Partners’ Interest line item to the Limited Partners Interest line item at carrying value on a prospective basis from the date of the Exchange Transaction and that no line items of the Partnership’s Income Statement above Net Income were impacted by the accounting treatment for the Exchange Transaction.

In addition, the Exchange Transaction impacts how Net income Attributable to Limited Partners and the Weighted Average Number of Units Outstanding are determined in the calculation of Earnings Per Unit in future periods.  See our proposed revised disclosure around Earnings Per Unit and pro forma EPU amounts in our response to the Staff’s comment number two reflecting the impact of the Exchange Transaction.

9, Net Income of ARLP Per Limited Partner Unit, Page 14

2.              We note that you have disclosed pro forma basic and diluted earnings per share for each period presented giving effect to the exchange transaction with MGP and SGP.  Please revise to provide a table explaining how pro forma net income of ARLP available to limited partners for each period presented was determined.

Response: We acknowledge the Staff’s comment and in response, please see below our proposed revised footnote disclosure which will include a table explaining the way in which pro forma net income of ARLP available to limited partners for each period presented was determined. The Partnership intends to include the table in future filings, as needed.

9.                                      NET INCOME OF ARLP PER LIMITED PARTNER UNIT

We utilize the two-class method in calculating basic and diluted earnings per unit (“EPU”).  Net income of ARLP is allocated to the general partners and limited partners in accordance with their respective partnership percentages, after giving effect to any special income or expense allocations, including incentive distributions to our managing general partner.  On July 28, 2017, MGP contributed to ARLP all of its IDRs and its general partner interest in ARLP in exchange for 56,100,000 ARLP common units and a non-economic general partner interest in ARLP.  In conjunction with this transaction and on the same economic basis, SGP also contributed to ARLP its 0.01% general partner interests in both ARLP and

the Intermediate Partnership in exchange for 7,181 ARLP common units.  In connection with the Exchange Transaction, ARLP amended its partnership agreement to reflect, among other things, cancellation of the IDRs and the economic general partner interest in ARLP and issuance of a non-economic general partner interest to MGP.  Following the transactions, ARLP has a total of 130,704,217 common units outstanding.  Prior to the Exchange Transaction, our managing general partner was entitled to receive 15% of the amount we distributed in excess of $0.1375 per unit, 25% of the amount we distributed in excess of $0.15625 per unit, and 50% of the amount we distributed in excess of $0.1875 per unit.  Beginning with distributions declared for the three months ended June 30, 2017, payable in August 2017, we will no longer make distributions with respect to the IDRs.

Outstanding awards under our Long-Term Incentive Plan (“LTIP”) and phantom units in notional accounts under our Supplemental Executive Retirement Plan (“SERP”) and the MGP Amended and Restated Deferred Compensation Plan for Directors (“Deferred Compensation Plan”) include rights to nonforfeitable distributions or distribution equivalents and are therefore considered participating securities.  As such, we allocate undistributed and distributed earnings to these outstanding awards in our calculation of EPU.  The following is a reconciliation of net income of ARLP used for calculating basic and diluted earnings per unit and the weighted-average units used in computing EPU for the three and six months ended June 30, 2017 and 2016:

Three Months Ended

Six Months Ended

June 30,

June 30,

2017

2016

2017

2016

(in thousands, except per unit data)

Net income of   ARLP

$

63,230

$

82,713

$

168,132

$

130,023

Adjustments:

Managing general   partner’s priority distributions (1)

—

(19,159

)

(19,216

)

(38,318

)

General   partners’ equity ownership (1)

(604

)

(1,271

)

(2,334

)

(1,834

)

General   partners’ special allocation of certain general and administrative expenses   (2)

—

—

800

—

Limited   partners’ interest in net income of ARLP

62,626

62,283

147,382

89,871

Less:

Distributions to   participating securities

(1,103

)

(878

)

(2,069

)

(1,753

)

Undistributed   earnings attributable to participating securities

—

(782

)

(1,357

)

(582

)

Net income of   ARLP available to limited partners

$

61,523

$

60,623

$

143,956

$

87,536

Weighted-average   limited partner units outstanding – basic and diluted

74,597

74,375

74,550

74,333

Basic and   diluted net income of ARLP per limited partner unit (3)

$

0.82

$

0.82

$

1.93

$

1.18

(1)         Amounts for the three and six months ended June 30, 2017 reflect the impact of the Exchange Transaction eliminating second quarter distributions that would have otherwise been paid on August 14, 2017 to the IDRs and the 0.99% general partner interest in ARLP, both of which were held by MGP prior to the Exchange Transaction.  MGP maintained its 1.0001% general partner interest in the Intermediate Partnership and thus continues to receive the Intermediate Partnership quarterly distribution notwithstanding the Exchange Transaction.  Because the Exchange Transaction occurred prior to the August 7, 2017 record date for ARLP’s second quarter distributions, all of the second quarter earnings less the Intermediate Partnership’s general partner interest were allocated to ARLP’s limited partners. The Exchange Transaction also shifted SGP’s nominal general partnership interest for

its second quarter earnings and subsequent distributions to the limited partner interest.

(2)         During the six months ended June 30, 2017, an affiliated entity controlled by Mr. Craft made a capital contribution of $0.8 million to AHGP for the purpose of funding certain general and administrative expenses.  Upon AHGP’s receipt of the contribution, it contributed the same amount to its subsidiary MGP, our managing general partner, which in turn contributed the same amount to our subsidiary, Alliance Coal.  As provided under our partnership agreement, we made a special allocation to our managing general partner of certain general and administrative expenses equal to its contribution.  Net income of ARLP allocated to the limited partners was not burdened by this expense.

(3)         Diluted EPU gives effect to all potentially dilutive common units outstanding during the period using the treasury stock method. Diluted EPU excludes all potentially dilutive units calculated under the treasury stock method if their effect is anti-dilutive.  The combined total of LTIP, SERP and Deferred Compensation Plan units of 1,355 and 1,401 for the three and six months ended June 30, 2017, respectively, and 699 and 488 for the three and six months ended June 30, 2016, respectively, were considered anti-dilutive under the treasury stock method.

On a pro forma basis, as if the Exchange Transaction had taken place on January 1, 2016, the reconciliation of net income of ARLP to basic and diluted earnings per unit and the weighted-average units used in computing EPU for the three and six months ended June 30, 2017 and 2016 are as follows:

Three Months Ended

Six Months Ended

June 30,

June 30,

2017

2016

2017

2016

(in thousands, except per unit data)

Net income of   ARLP

$

63,230

$

82,713

$

168,132

$

130,023

Adjustments:

General   partners’ equity ownership

(632

)

(825

)

(1,677

)

(1,299

)

General   partners’ special allocation of certain general and administrative expenses   (1)

—

—

800

—

Limited   partners’ interest in net income of ARLP

62,598

81,888

167,255

128,724

Less:

Distributions to   participating securities

(1,103

)

(878

)

(2,069

)

(1,753

)

Undistributed   earnings attributable to participating securities

—

(374

)

(707

)

(186

)

Net income of   ARLP available to limited partners (2)

$

61,495

$

80,636

$

164,479

$

126,785

Weighted-average   limited partner units outstanding — basic and diluted (2)

130,704

130,482

130,658

130,440

Pro forma basic   and diluted net income of ARLP per limited partner unit (3)

$

0.47

$

0.62

$

1.26

$

0.97

(1)         During the six months ended June 30, 2017, an affiliated entity controlled by Mr. Craft made a capital contribution of $0.8 million to AHGP for the purpose of funding certain general and administrative expenses.  Upon AHGP’s receipt of the contribution, it contributed the same amount to its subsidiary MGP, our managing general partner, which in turn contributed the same amount to our subsidiary, Alliance Coal.  As provided under our partnership agreement, we made a special allocation to our managing general partner of certain general and administrative expenses equal to its contribution.  Net income of ARLP allocated to the limited partners was not burdened by this expense.

(2)         The pro forma amounts presented above reflect net income allocations as if distributions had been

made for all periods presented based on the limited and general partner interests outstanding as a result of the Exchange Transaction. Accordingly, the Adjustment - General partners’ equity ownership line item above no longer includes the a) IDR distributions to MGP, b) general partner interest distributions from ARLP to MGP and SGP and c) general partner distributions from the Intermediate Partnership to SGP.  Pro forma amounts above also reflect weighted average units outstanding as if the issuance of 56,107,181 ARLP common units in the Exchange Transaction applied to all periods presented.

(3)         Diluted EPU gives effect to all potentially dilutive common units outstanding during the period using the treasury stock method. Diluted EPU excludes all potentially dilutive units calculated under the treasury stock method if their effect is anti-dilutive.  The combined total of LTIP, SERP and Deferred Compensation Plan units of 1,355 and 1,401 for the three and six months ended June 30, 2017, respectively, and 699 and 488 for the three and six months ended June 30, 2016, respectively, were

October 10 , 2017

Via E -mail
Mr. Joseph W. Craft III
Chief Executive Officer
Alliance Resource Partners, L.P.
1717 South Boulder Avenue, Suite 400
Tulsa, OK  74119

Re: Alliance Resource Partners, L.P.
 Form 10-K for the Fiscal Year Ended December 31, 2016
 Form 10 -Q for the Fiscal Quarter Ended June 30, 2017
File No. 000 -26823

Dear Mr. Craft :

We have reviewed your filing 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 these comments within ten business days by providing the  requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have a dditional comments.

Form 10 -Q for the Fiscal Quarter Ended June 30, 2017
Notes to Condensed Consolidated Financial Statements
1. Organization and Presentation
Exchange Transaction, page 5

1. You disclose in Note 1 that on July 28, 2017, MGP cont ributed to ARLP all of its IDRs
and its general partner interest in ARLP in exchange for 56,100,000 ARLP common units
and a non -economic general partner interest in ARLP.   You also disclose that in
conjunction with this transaction and on the same economic  basis as MGP, SGP also
contributed to ARLP its 0.01%  general partner interests in both ARLP and the
Intermediate Partnership in exchange for 7,181 ARLP common units.   In connection with
this exchange transaction, ARLP amended its partnership agreement to reflect, among
other things, cancellation of the IDRs and the economic general partner interest in ARLP
and issuance of a non -economic general partner interest to MGP.  Please tell us how you
plan to account for this transaction in your consolidated financi al statements and indicate

Joseph W. Craft III
Alliance Resource Partners  L.P.
October 10 , 2017
Page 2

 the relevant technical accounting literature that was applied in accounting for this
transaction.

9. Net Income of ARLP Per Limited Partner Unit, page 14

2. We note that you have disclosed pro forma basic and diluted earnings per share for each
period presented giving effect to the exchange transaction with MGP and SGP.  Please
revise to provide a table explaining how pro forma net income of ARLP available to
limited partners for each period presented was determined.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Blaise Rhodes at (202) 551-3774 or  Linda C vrkel  at (202) 551-3813
with any questions.

Sincerely,

 /s/ Rufus Decker

Rufus Decker
Accounting Branch  Chief
Office of Beverages, Apparel and
Mining

Mail Stop 3561
February 5 , 2016

Via E -mail
Mr. Brian L. Cantrell
Senior Vice President and Chief Financial Officer
Alliance Resource Partners, L.P.
1717 South Boulder Avenue
Suite 400
Tulsa, Oklahoma 74119

Re: Alliance Resource Partners, L.P.
 Form 10-K for the Year Ended December 31, 2014
Filed February 27, 2015
File 0 -26823

Dear Mr. Cantrell :

We have completed our review of your filing. We remind you that our comments or changes
to disclosure in response to our comments do not foreclose the Commission from taking any action
with respect to the company or the filing and the company may not asser t staff comments as a
defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States. We urge all persons who are responsible for the accuracy and adequacy of
the disclosure in the filing to be ce rtain that the filings include the information the Securities
Exchange Act of 1934 and all applicable rules require.

Sincerely,

       /s/ Rufus Decker

Rufus Decker
Accounting Branch Chief
Office of Beverages, Apparel, and
Mining

CORRESP
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February 3, 2016

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:

Tia L. Jenkins

Senior Assistant Chief   Accountant

Office of Beverages,   Apparel and Mining

Re:

Alliance   Resource Partners, L.P.

Form 10-K   for the Year Ended December 31, 2014

Filed   February 27, 2015

Response   Dated January 7, 2016

File   No. 000-26823

Ladies and Gentlemen:

This letter sets forth the responses of Alliance Resource Partners, L.P. (the “Partnership”) to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated January 13, 2016 (the “Comment Letter”) in connection with our January 7, 2016 response to the Staff’s Comment Letter dated December 22, 2015 with respect to the Form 10-K for the year ended December 31, 2014 (the “Form 10-K”) filed by the Partnership on February 27, 2015.

For your convenience, we have repeated each comment of the Staff exactly as given in the Comment Letter in bold and italics below, and set forth below each such comment is our response.

Consolidated Financial Statements

Note 1, Organization and Presentation

Organization, page 79

1.              Your response to comment 1 indicates that Note 7 and 9 provide the disclosures regarding restrictions on the Intermediate Partnership’s and Alliance Coal’s assets and liabilities required by ASC 810-10-50-2AA.  Please tell us in greater detail the nature and significant terms of the restrictions imposed on the Intermediate Partnership’s and Alliance Coal’s ability to make distributions to ARLP and explain to us where your current disclosures address these restrictions.  In doing so, please also tell us what distributions can be made to ARLP from these VIEs without the consent of MGP, the managing general partner of the registrant and both VIEs.  If MGP, rather than ARLP, has the power to direct the activities of both VIEs, please tell us why this would not also constitute a form of restriction on the assets of these VIEs as it relates to ARLP.  Please revise the notes to your financial statement in future filings, as necessary, to explain in further detail the restrictions imposed on the ability of these VIEs to make distributions to ARLP.  Please also refer to Rule 4-08(e) of Regulation S-X.  Please provide us your proposed disclosures.

Response: We acknowledge the Staff’s comments and observed there are several inquiries within comment 1.  We will respond in the order of the Staff’s inquiries.

1a) Please tell us in greater detail the nature and significant terms of the restrictions imposed on the Intermediate Partnership’s and Alliance Coal’s ability to make distributions to ARLP.

Restrictions imposed on both the Intermediate Partnership’s and Alliance Coal’s ability to make distributions to ARLP relate to Section 6.3(a) of both the Intermediate Partnership’s Partnership Agreement and Alliance Coal’s Operating Agreement (collectively, the “VIE Agreements”) which require 100 percent

of Available Cash as defined in Section 1.1 of both VIE Agreements to be distributed to its unitholders, which in the case of Alliance Coal is the Intermediate Partnership and in the case of the Intermediate Partnership is ARLP with only nominal amounts, (approximately 1% in total from both VIEs) going to  MGP. Inherent in this distribution requirement is cash not considered “available”, or in other words restricted, which constitute reserves that are necessary or appropriate in the reasonable discretion of MGP to:

i)                                         Provide for the proper conduct of the business of the Partnership (including reserves for future capital expenditures and for anticipated future credit needs of the Partnership Group) — Partnership Group is defined as the Intermediate Partnership and Alliance Coal in the VIE Agreements.

ii)                                      Comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which any Group Member is party or by which it is bound or its assets are subject.

iii)                                   Provide funds for distributions under the terms of the ARLP Partnership Agreement for the next four quarters.

The VIE Agreements prohibit MGP from holding cash reserves that do not allow ARLP to distribute the Minimum Quarterly Distribution on all Common Units, plus any Cumulative Common Unit Arrearage on all Common Units. This demonstrates that the VIE Agreements were written with the express purpose of distributing all available cash ultimately to ARLP.

While MGP directs the activities of both VIEs and calculates cash available for distribution, it is directed through the VIE Agreements to distribute 100% of available cash and is further limited by the VIE Agreements on the cash reserves it can determine in the calculation of cash available for distribution.  Changes to the VIE Agreements require approval by a majority of unit holders, therefore MGP does not have the power to change the provisions of the VIE Agreements governing distributions without the consent of the limited partner unitholders.

In Note 9 we disclose that the Partnership must distribute all available cash to the unitholders.  The disclosure doesn’t specifically address the distributions of the VIEs to ARLP, however, because the VIEs make up virtually all the net assets of the Partnership, a reader could reasonably conclude that all of the available cash from the VIEs must be distributed to ARLP.  In our proposed new VIE footnote disclosure included below in our response to the Staff’s comment 4, we expanded our discussion regarding required distributions from the VIEs to ARLP to further support ARLP’s consolidation of the Intermediate Partnership and Alliance Coal.

There are restrictions imposed on the VIEs with respect to the credit facilities and senior notes in Section 5.02(g)(i) of the Credit Facility agreement and Section 10.7(a)(i) of the Senior Notes Agreement (collectively, the “Debt Agreements”).  These restrictions limit the distributions to be made by the VIEs to the cash available for distribution in the preceding quarter.  This restriction within the Debt Agreements is contemplated in the calculation of Cash Available for Distribution in accordance with the VIE Agreements and does not impose additional restrictions on distributions to ARLP from the VIEs.

In Note 7 we disclose that the Intermediate Partnership is the entity that entered into the Debt Agreements and we discuss the various covenants under the agreements which include among others, restrictions regarding  “…the amount of distributions by our Intermediate Partnership, incurrence of additional indebtedness and liens, sale of assets, investments, mergers and consolidations and transactions with affiliates.”  In our proposed new VIE footnote disclosure included below in our response to the Staff’s comment 4, we expanded our discussion regarding the restrictions placed on the VIE’s as it relates to the debt covenants to further support ARLP’s consolidation of the Intermediate Partnership and Alliance Coal.

1b) Explain to us where your current disclosures address these restrictions (noted in 1a).

We believe Note 7 and Note 9, as previously discussed, disclosed the restrictions regarding cash distributions to ARLP and how the distributions must be limited to maintain the operations of the Intermediate Partnership and Alliance Coal and further, how distributions to ARLP must be limited due to debt covenants imposed on the Intermediate Partnership.  However, as noted above, in our proposed new VIE footnote disclosure included below in our response to the Staff’s comment 4, we will highlight the discussions in Note 7 and Note 9 in more detail regarding how these restrictions impact the Intermediate Partnership’s and Alliance Coal’s ability to distribute cash to ARLP and nominal amounts to MGP.  We will also add a brief sentence in Note 7 and Note 9 regarding the importance of the distribution restrictions discussed in those Notes and then a cross reference back to the new proposed VIE footnote.  The additional sentences for Note 7 and Note 9 are also included below in our response to the Staff’s comment 4.

1c) In doing so, please also tell us what distributions can be made to ARLP from these VIEs without the consent of MGP, the managing general partner of the registrant and both VIEs.

No distributions can be made from the VIEs to ARLP without consent of the MGP; however, as previously discussed, MGP has a fiduciary and contractual duty to distribute 100% of available cash from the Intermediate Partnership and Alliance Coal to ARLP and from ARLP to ARLP’s limited partners and general partners.

1d) If MGP, rather than ARLP, has the power to direct the activities of both VIEs, please tell us why this would not also constitute a form of restriction on the assets of these VIEs as it relates to ARLP.

As previously discussed, although the MGP does have the power to direct the activities of both VIEs, MGP has a fiduciary and contractual duty to distribute 100% of available cash from the VIEs to ARLP.  It is also important to note that MGP is 100% owned by Alliance Holdings, GP, L.P. (“AHGP”) which also holds directly, a 41.9% limited partner interest in ARLP as well as indirectly, a 2% managing general partner interest through its ownership of MGP.  As a result, AHGP has both the power and benefits significant to ARLP as well as MGP and is therefore the primary beneficiary and consolidates both ARLP and MGP.  Given this common control of both ARLP and MGP, AHGP has the power to effectively block any divergence or change of ARLP’s, the Intermediate Partnership’s and Alliance Coal’s distributions to ARLP’s partners.  AHGP is also incentivized to cause available cash from the Intermediate Partnership and Alliance Coal to be distributed to ARLP to in turn allow ARLP to pay out incentive distribution rights assigned to MGP, in addition to the limited partner distributions from ARLP, both of which AHGP is the effective recipient. We have also included below a discussion of AHGP’s common control in our new proposed VIE footnote disclosure.

1e) Please revise the notes to your financial statement in future filings, as necessary, to explain in further detail the restrictions imposed on the ability of these VIEs to make distributions to ARLP.

See below under comment 4, the revised Consolidation Policy disclosure, the new proposed VIE footnote and additional brief language being added to Note 7 and Note 9.

1f) Please also refer to Rule 4-08(e) of Regulation S-X.

We considered the guidance in Rule 4-08(e) of Regulation S-X which states the following shall be set forth on the face of the appropriate statement or in appropriately captioned notes:

(e) Restrictions which limit that payment of dividends by the registrant

(1)         Describe the most significant restrictions on the payment of dividends by the registrant, indicating their sources, their pertinent provisions, and the amount of retained earnings or net income restricted or free of restrictions.

(2)         Disclose the amount of consolidated retained earnings which represents undistributed earnings of 50 percent or less owned persons accounted for by the equity method.

(3)         The disclosures in paragraphs (e)(3)(i) and (ii) in this section shall be provided when restricted net assets of consolidated and unconsolidated subsidiaries and the parent’s equity in the undistributed earnings of 50 percent or less owned persons accounted for by the equity method, exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. For purposes of this test, restricted net assets of subsidiaries shall mean that amounts of the registrant’s proportionate share of net assets (after intercompany eliminations) reflected in the balance sheets of its consolidated and unconsolidated subsidiaries as of the end of the most recent fiscal year which may not be transferred to the parent company in the form of loans, advances or cash dividends by the subsidiaries without the consent of a third party (i.e., lender, regulatory agency, foreign government, etc.). Not all limitations on transferability of assets are considered to be restrictions for purposes of this test, which considers only specific restrictions on the ability of subsidiaries to transfer funds outside of the entity.

(i)             Describe the nature of any restrictions on the ability of consolidated subsidiaries and unconsolidated subsidiaries to transfer funds to the registrant in the form of cash dividends, loans, or advances (i.e. borrowing arrangements, regulatory restraints, foreign government, etc.)

(ii)          Disclose separately the amount of such restricted net assets for unconsolidated subsidiaries and consolidated subsidiaries as of the end of the most recently completed fiscal year.

With respect to (e)(1), we believe our new proposed VIE footnote, included in our response to the Staff’s comment 4 below, provides the required disclosure under this section.

With respect to (e)(2), since ARLP does not account for either Alliance Coal or the Intermediate Partnership as equity investments, this section would not be applicable in our circumstance.

With respect to (e)(3), we determined, since MGP is under common control with ARLP, the only restriction a third party could have on the transfer of cash from the VIEs to ARLP is the Debt Agreement restrictions with respect to the required cash reserves held at the Intermediate Partnership and not included in cash available for distribution.  As total cash on hand as of December 31, 2014 (which would theoretically include cash reserves for that quarter ended) was less than 25 percent of total net assets of consolidated ARLP (2.4%), the disclosure provisions of this Rule would not be applicable to ARLP.

1g) Please provide us your proposed disclosures.

In our response to the Staff’s comment 4 below, please note the revised Consolidation Policy disclosure, the new proposed VIE footnote and additional brief language being added to Note 7 and Note 9 to address the issues discussed above.

2.              Your response to comment 1 indicates your VIE disclosures will be provided in several different footnotes.  If so, please cross reference these VIE disclosures pursuant to ASC 810-10-50-2AC.

Response: We acknowledge the Staff’s comment and believe our proposed reference to Note 7 and Note 9 in our proposed consolidation policy included below in our response to the Staff’s comment number 4 contains the appropriate cross references to where the restrictions are contained.  We are also proposing new disclosures as requested by the Staff that will summarize information regarding the VIEs within a single disclosure in a new subsection of our VIE footnote, which was included in our third quarter Form 10-Q.  Please see below our revised proposed disclosure of our VIE footnote in our response to the Staff comment 4.  In addition, we are adding a brief sentence in Note 7 and Note 9 highlighting the importance of distribution restrictions between the Intermediate Partnership and ARLP and the related impact on the VIE analysis.  We will reference the reader from Note 7 and Note 9 back to the VIE footnote to further improve the cross references emphasizing further the importance of these restrictions included in the VIE analysis.

3.              In addressing the disclosure requirements of ASC 810-10-50-2AA(a), please also disclose your conclusion from your December 3, 2015 response that MGP has the power to direct the activities of the Intermediate Partnership and Alliance Coal, but MGP does not have the obligation to absorb losses of these VIEs or the right to receive benefits from these VIEs that could potenti

CORRESP
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ALLIANCE RESOURCE PARTNERS, L.P.

1717 SOUTH BOULDER AVENUE, SUITE 400

TULSA, OKLAHOMA 74119

January 22, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-3561

Attn: Tia L. Jenkins

Re:                             Alliance Resource Partners, L.P.

Form 10-K for the Fiscal Year Ended December 31, 2014
 Filed February 27, 2015
 File No. 000-26823

Ladies and Gentlemen:

Alliance Resource Partners, L.P. (the “Partnership,” “we” or “our”) acknowledges receipt of the letter dated January 13, 2016, containing comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Partnership’s Form 10-K for the Fiscal Year Ended December 31, 2014, File No. 000-26823, filed with the Commission on February 27, 2015 (the “Comment Letter”).

The Comment Letter requests that we respond to the Staff’s comments within 10 business days or to advise the Staff promptly when we will provide the Staff with our responses.  We respectfully request an extension of time to respond to the Comment Letter so that we can devote appropriate time and resources to consider the Staff’s comments and to complete our responses.  We expect to provide our responses to the Comment Letter no later than February 12, 2016.

If you have any questions regarding the foregoing response, please contact the undersigned at (918) 295-7600.

Very   truly yours,

ALLIANCE   RESOURCE PARTNERS, L.P.

By:

Alliance   Resource Management GP, LLC,

its   managing general partner

By:

/s/ Brian   L. Cantrell

Name:

Brian L.   Cantrell

Title:

Senior   Vice President and

Chief   Financial Officer

cc: Stephen M. Gill

Vinson & Elkins L.L.P.

Mail Stop 3561
January 13 , 2016

Via E -mail
Mr. Brian L. Cantrell
Senior Vice President and Chief Financial Officer
Alliance Resource Partners, L.P.
1717 South Boulder Avenue
Suite 400
Tulsa, O K 74119

Re: Alliance Resource Partners, L.P.
 Form 10-K for the Year Ended December 31, 2014
Filed February 27, 2015
Response Dated January  7, 2016
File No. 0-26823

Dear Mr. Cantrell :

We hav e reviewed your January 7, 2016  response to our comment letter  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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional
comments.   Unless we no te otherwise, our references to our prior comments a re to comments in
our December 22 , 2015 letter.

Form 10 -K for the Year Ended December 31, 2014

Consolidated Financial Statements
Note 1. Organization and Presentation
Organization, page 79

1. Your resp onse to comment  1 indicates that Notes 7 and 9 provide the disclosures
regarding restrictions on the Intermediate Partnership’s and Alliance Coal’s assets and
liabilities required by ASC 810 -10-50-2AA. Please tell us in greater detail the nature a nd
significant terms of the restrictions imposed on the Intermediate Partnership’s and
Alliance Coal’s ability to make distributions to ARLP and explain to us where your

Mr. Brian L. Cantrell
Alliance Resource Partners, L.P.
January 13, 2016
Page 2

 current disclosures address these restrictions.  In doing so, please also tell us what
distributions can be made to ARLP from these VIEs without the consent of MGP, the
managing general partner of the registrant and both VIEs.  If MGP, rather than ARLP,
has the power to direct the activities of both VIEs, please tell us why this would not a lso
constitute a form of restriction on the assets of these VIEs as it relates to ARLP.  Please
revise the notes to your financial statements in future filings, as necessary, to explain in
further detail the restrictions imposed on the ability of these VIE s to make distributions to
ARLP.  Please also refer to Rule 4 -08(e) of Regulation S -X.  Please provide us your
proposed disclosures.

2. Your response to comment 1 indicates your VIE disclosures will be provided in several
different footnotes.  If so, please cross reference these VIE disclosures pursuant to ASC
810-10-50-2AC.

3. In addressing the disclosure requirements of ASC 810 -10-50-2AA(a), please also
disclose your conclusion from your December 3, 2015 response that MGP has the power
to direct the activities of the Intermediate Partnership and Alliance Coal, but MGP does
not have the obligation to absorb losses of these VIEs or the right to receive benefits from
these VIEs that could potentially be significant.

4. Please tell us in detail how the disc losures you intend to provide address each of the
matters outlined in ASC 810 -10-50-3 and ASC 810 -50-5A.  Please revise the notes to
your financial statements in future filings, as necessary.  If you do not believe certain of
these disclosures are applicab le or are provided elsewhere in your financial statements,
please explain the basis for your conclusions.  Also, please provide us your proposed
disclosures.

You may contact Linda Cvrkel at (202)  551-3813 or Rufus Decker, Accounting Branch
Chief , at (202)  551-3769 with any questions  regarding comments on your financial statements
and related disclosures .

Sincerely,

 /s/Tia L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel and
Mining

CORRESP
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January 7, 2016

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:

Tia L. Jenkins

Senior Assistant Chief   Accountant

Office of Beverages,   Apparel and Mining

Re:

Alliance   Resource Partners, L.P.

Form 10-K   for the Year Ended December 31, 2014

Filed   February 27, 2015

Response   Dated December 3, 2015

File   No. 000-26823

Ladies and Gentlemen:

This letter sets forth the responses of Alliance Resource Partners, L.P. (the “Partnership”) to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated December 22, 2015 (the “Comment Letter”) in connection with our December 3, 2015 response to the Staff’s Comment Letter dated November 3, 2015 with respect to the Form 10-K for the year ended December 31, 2014 (the “Form 10-K”) filed by the Partnership on February 27, 2015.

For your convenience, we have repeated each comment of the Staff exactly as given in the Comment Letter in bold and italics below, and set forth below each such comment is our response.

Consolidated Financial Statements

Note 1, Organization and Presentation

Organization, page 79

1.              Your response to comment 2 and your proposed disclosures with respect to both the Intermediate Partnership and Alliance Coal, LLC indicate that you are consolidating each of these entities because you or the Intermediate Partnership are the primary beneficiaries of these entities. Given this factor and the significance of these entities to your consolidated financial statements, please revise future filings to include all of the disclosures outlined in ASC 810-10-50-2AA, 810-10-50-3, and ASC 810-50-5A, as applicable. Please provide us your proposed disclosures. If you believe certain disclosures outlined in the ASC guidance noted above are not applicable, please also explain to us the basis for those conclusions.

Response: We acknowledge the Staff’s comment and as outlined in our December 3, 2015 response, we have considered the disclosure requirements of ASC 810-10-50 regarding variable interest entities. The principal objectives of the disclosures are to provide financial statement users with an understanding of the following:

1.              The significant judgments and assumptions made by a reporting entity in determining whether it must do any of the following:

a.              Consolidate a variable interest entity

b.              Disclose information about its involvement in a variable interest entity.

2.              The nature of restrictions on a consolidated variable interest entity’s assets and on the settlement of its liabilities reported by a reporting entity in its statement of financial position, including the carrying amount of such assets and liabilities.

3.              The nature of changes in, and the risks associated with, a reporting entity’s involvement with the variable interest entity.

4.              How a reporting entity’s involvement with a variable interest entity affects the reporting entity’s financial position, financial performance, and cash flows.

A primary beneficiary of a variable interest entity shall also disclose all of the following:

a.              The nature, purpose, size, and activities of the VIE

b.              The carrying amount and classification of consolidated assets that are collateral for the VIE’s obligation.

c.               Lack of recourse if creditors (or beneficial interest holders) of a consolidated VIE have no recourse to the general credit of the primary beneficiary.

We further note that the guidance states that information about VIE’s may be reported in the aggregate for similar entities if separate reporting would not add material information.

We believe that because both the Intermediate Partnership and Alliance Coal, LLC are operating subsidiaries designed to support the operations of and provide distributions to the Partnership, that they are similar entities and therefore disclosures regarding these VIEs in the aggregate provide the most meaningful information to the readers of the financial statements.  Because the VIEs comprise virtually all of the net assets and cash flows of the Partnership, the consolidated financial statements provide readers the required information to understand the nature, purpose, size, and activities of the VIEs.  In addition readers of the financial statements can see the financial position, performance, and cash flows of the VIEs as they comprise practically all of the consolidated financial statements of the Partnership.

We believe that our proposed consolidation policy outlined in our previous response informs the readers of the financial statements that we and the Intermediate Partnership consolidate the VIEs because we and the Intermediate Partnership are the primary beneficiaries. We will modify our proposed disclosure in our initial response to specify how we determined the primary beneficiaries.

The description of the Partnership’s structure in “Note 1 — Organization and Presentation” included in the Partnership’s 2014 Form 10-K provides the required information regarding the Partnership’s involvement and associated governance with the Intermediate Partnership and Alliance Coal, LLC. We will also modify our proposed consolidation policy to include the fact that the VIEs represent virtually all the net assets of the Partnership.

The disclosure objectives regarding restrictions upon the VIEs’ assets and liabilities are met by the disclosures in “Note 9 — Distributions of Available Cash” with respect to the requirement to distribute all available cash to the unitholders of record. We also believe that the disclosures in “Note 7 — Long-term Debt” with respect to restrictions on the net assets of the VIEs in connection with the 2008 Senior Notes and Credit Facility as well as the description of the Accounts Receivable Securitization Facility further provide required disclosures on restrictions. We will also modify our proposed consolidation policy to inform the reader of these restrictions.

Please see our consolidation policy proposed in our initial response modified as discussed above:

“The accompanying consolidated financial statements (“ARLP’s Consolidated Financials”) present the consolidated financial position, results of operations and cash flows of ARLP, its subsidiary Alliance Resource Operating Partners, L.P. (“AROP” or the “Intermediate Partnership”) (a variable interest entity of which ARLP is the primary beneficiary as ARLP absorbs the majority of expected residual returns and expected losses.), Alliance Coal LLC (a variable interest entity of which the Intermediate Partnership is the primary beneficiary as the Intermediate Partnership absorbs the majority of expected residual returns and expected losses.), and other directly and indirectly wholly-owned and majority owned subsidiaries of the Intermediate Partnership and Alliance Coal. The Intermediate Partnership, Alliance Coal and their wholly- and majority-owned subsidiaries represent virtually all the net assets of ARLP. Restrictions on the net assets of the Intermediate Partnership and Alliance Coal are discussed in Note 7 and Note 9 of these consolidated financial statements. MGP’s interests in both Alliance Coal and the Intermediate Partnership are reported as part of its overall two percent general partner interest in ARLP. All material intercompany transactions have been eliminated.”

We respectively request that the Staff accept our above response that the required disclosures under 810-10-50-2AA, ASC 810-10-50-3, and ASC 810-10-50-5A have been met with the addition of the proposed consolidation policy in our initial response as modified above and in connection with certain other disclosures already made within the notes of the financial statements.

In connection with the above responses to the Staff’s comments, we acknowledge that:

·                                          we are responsible for the adequacy and accuracy of the disclosure in the filing;

·                                          Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·                                          we may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please direct any questions or comments regarding the foregoing to the undersigned or to our counsel at Vinson & Elkins L.L.P., Stephen Gill at (713)758-4458.

Very truly yours,

Alliance   Resource Partners, L.P.

By:

/s/ Brian L. Cantrell

Brian L. Cantrell

Sr. Vice President and   Chief Financial Officer

Cc:

Eb Davis

Alliance Resource   Partners, L.P.

Stephen M. Gill

Vinson &   Elkins L.L.P.

Mail Stop 3561
December 2 2, 2015

Via E -mail
Mr. Brian L. Cantrell
Chief Financial Officer
Alliance Resource Partners, L.P.
1717 South Boulder Avenue
Suite 400
Tulsa, O K 74119

Re: Alliance Resource Partners, L.P.
 Form 10-K for the Year Ended December 31, 2014
Filed February 27, 2015
Response Dated December 3, 2015
File 0 -26823

Dear Mr. Cantrell :

We have reviewed your December 3, 2015 response to our comment letter  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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional
comments.   Unless we no te otherwise, our references to our prior comments are to comments in
our November 3, 2015 letter.

Form 10 -K for the Year Ended December 31, 2014

Consolidated Financial Statements
Note 1. Organization and Presentation
Organization, page 79

1. Your response to comment 2 and your proposed disclosures with respect to both the
Intermediate Partnership and Alliance Coal, LLC indicate that you are consolidating each
of these entities because you or the Intermediate Partnership are the primary benefic iaries
of these entities.  Given this factor and the significance of these entities to your
consolidated financial statements, please revise future filings to include all of the

Mr. Brian L. Cantrell
Alliance Resource Partners, L.P.
December 2 2, 2015
Page 2

 disclosures outlined in ASC 810 -10-50-2AA, 810 -10-50-3, and ASC 810 -50-5A, as
applicable.  Please provide us your proposed disclosures.  If you believe certain
disclosures outlined in the ASC guidance noted above are not applicable, please also
explain to us the basis for those conclusions.

You may contact Linda Cvrkel at (202)  551-3813 or Rufus Decker, Accounting Branch
Chief , at (202)  551-3769 with any questions  regarding comments on your financial statements
and related disclosures .

Sincerely,

 /s/Tia L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Appare l and
Mining

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December 3, 2015

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:

Tia L. Jenkins

Senior Assistant Chief   Accountant

Office of Beverages,   Apparel and Mining

Re:

Alliance   Resource Partners, L.P.

Form 10-K   for the Year Ended December 31, 2014

Filed   February 27, 2015

File   No. 000-26823

Ladies and Gentlemen:

This letter sets forth the responses of Alliance Resource Partners, L.P. (the “Partnership”) to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated November 3, 2015 (the “Comment Letter”) with respect to the Form 10-K for the year ended December 31, 2014 (the “Form 10-K”) filed by the Partnership on February 27, 2015.

For your convenience, we have repeated each comment of the Staff exactly as given in the Comment Letter in bold and italics below, and set forth below each such comment is our response.

Coal Reserves, page 42

1.              Please note that proven reserves presented in accordance with Industry Guide 7 may be combined with probable reserves only if the difference in the degree of assurance between the two classes of reserves cannot be readily defined. Absent this condition, proven and probable reserves should be segregated. In future filings please separate your proven reserves from your probable reserves or include a statement that the degree of assurance between these two classes of reserves cannot be readily defined.

Response: We acknowledge the Staff’s comment and we will expand our disclosure in future filings to separate the two classes of reserves as follows.

Heat Content

Proven and Probable Reserves

(BTUs per

Pounds S02 per MMBTU

Reserve Assignment

Reserve Control

Operations

Mine Type

pound)

<1.2

1.2-2.5

>2.5

Proven

Probable

Assigned

Unassigned

Owned

Leased

(tons in millions)

Illinois Basin Operations

Dotiki (KY)

Underground

12,000

—

—

90.4

58.9

31.5

42.0

48.4

30.2

60.2

Warrior (KY)

Underground

12,400

—

—

102.8

79.8

23.0

83.0

19.8

25.1

77.7

Hopkins (KY)

Underground

12,100

—

—

23.1

18.4

4.7

9.2

13.9

4.0

19.1

/ Surface

11,500

—

—

7.8

7.8

—

7.8

—

7.8

—

River View (KY)

Underground

11,500

—

—

163.0

102.7

60.3

163.0

—

37.7

125.3

Henderson/Union (KY)

Underground

11,500

—

5.7

369.0

119.7

255.0

—

374.7

91.1

283.6

Onton (KY)

Underground

11,750

—

—

42.1

25.0

17.1

42.1

—

0.1

42.0

Sebree (KY)

Underground

11,400

—

—

29.7

12.4

17.3

—

29.7

3.8

25.9

Pattiki (IL)

Underground

11,500

—

—

54.9

45.8

9.1

14.8

40.1

—

54.9

Gibson (North) (IN)

Underground

11,500

0.1

12.1

14.3

19.9

6.6

26.5

—

0.7

25.8

Gibson (South) (IN)

Underground

11,500

1.1

26.8

48.2

62.7

13.4

76.1

—

21.6

54.5

Region Total

1.2

44.6

945.3

553.1

438.0

464.5

526.6

222.1

769.0

Appalachia Operations

MC Mining (KY)

Underground

12,600

7.3

0.5

1.5

7.7

1.6

7.3

2.0

1.5

7.8

Mettiki (MD)

Underground

12,800

—

1.7

3.8

5.3

0.2

5.5

—

—

5.5

Mountain View (WV)

Underground

12,800

—

15.2

8.2

18.1

5.3

17.5

5.9

7.3

16.1

Tunnel Ridge (PA/WV)

Underground

12,600

—

—

83.4

40.0

43.4

83.4

—

—

83.4

Penn Ridge (PA)

Underground

12,500

—

—

56.7

5.8

50.9

56.7

—

—

56.7

Region Total

7.3

17.4

153.6

76.9

101.4

170.4

7.9

8.8

169.5

Total

8.5

62.0

1,098.9

630.0

539.4

634.9

534.5

230.9

938.5

% of Total

0.7

%

5.3

%

94.0

%

53.9

%

46.1

%

54.3

%

45.7

%

19.7

%

80.3

%

Consolidated Financial Statements

Note 1, Organization and Presentation

Organization, page 79

2.              Based on your disclosures here and on page 2, Alliance Resource Management GP, LLC and Alliance Resource GP, LLC appear to own the general partner interests in the Intermediate Partnership, while you own limited partner interests.  In addition, Alliance Resource Management GP, LLC appears to own the managing member interest in Alliance Coal, while you own the non-managing interest.  Please tell us how you determined consolidation was appropriate for both the Intermediate Partnership and Alliance Coal.  For example, if you have (a) the substantive ability to dissolve or liquidate both of these entities or otherwise remove the general partner or managing member without cause or (b) substantive participating rights, please describe their nature and terms in sufficient detail to demonstrate how they give you control over each of these entities. In future filings, please also revise your disclosures in your footnotes and elsewhere in the filing accordingly.  Refer to ASC 810-10-25 and ASC 810-10-50. Please provide us your proposed disclosures.

Response: We acknowledge the Staff’s comment and in response, we have determined that Alliance Resource Operating Partners, L.P. (“AROP” or the “Intermediate Partnership”) and Alliance Resource Partners, L.P. (“ARLP”) are within the scope of the Variable Interest Subsections of ASC 810-10-15. The basis for our conclusions is as follows:

1.              Alliance Coal, LLC (“Alliance Coal”) is considered a variable interest entity (“VIE”) under ASC 810-10-15-14(c), given the following:

a.              MGP manages the day to day business and affairs of Alliance Coal, but only holds a 0.001 percent managing interest in Alliance Coal; and

b.              Substantially all activities of Alliance Coal are conducted on the behalf of AROP, which owns the remaining 99.999 percent interest in Alliance Coal as a non-managing member and is the entity with disproportionately fewer voting rights as to the control and management of day to day business.

2.              We assessed the guidance of ASC 810-10-20-38A and concluded that since neither party meets both criteria, the guidance within ASC 810-10-25-44 should be followed. As a result, we concluded that AROP is the entity most closely associated with Alliance Coal and therefore is the primary beneficiary. We made this determination as follows:

a.              MGP has (i) the power to direct the activities of Alliance Coal but does not have (ii) the obligation to absorb the losses or the right to receive benefits from Alliance Coal that are significant to Alliance Coal. MGP only receives 0.001 percent of the distributions made by Alliance Coal, which is equal to its managing interest. MGP does not receive incentive distribution rights from Alliance Coal and does not have a contractual agreement to receive fees for managing Alliance Coal, but is reimbursed for certain expenses by ARLP incurred on behalf of Alliance Coal.

b.              AROP does not have (i) the power to direct the activities of Alliance Coal, but does have (ii) the obligation to absorb losses and receive benefits from Alliance Coal that are significant to Alliance Coal. AROP, as the sole non-managing member, receives 99.999 percent of the distributions made by Alliance Coal, which is equal to its non-managing member interest.

c.               Since MGP and AROP are related parties and Alliance Coal is wholly-owned by these two entities, we considered which entity is most closely associated with Alliance Coal and thus is the primary beneficiary. AROP has substantially all the exposure to the variability associated with the economic performance of Alliance Coal. The design of Alliance Coal is to benefit AROP. MGP performs executive management services which directly relate to the operation of Alliance Coal. As a result, AROP is most closely related to Alliance Coal and therefore is the primary beneficiary. Accordingly, the accounts of Alliance Coal are included in AROP’s consolidated financial statements.

3.              Next, we determined that AROP is considered a VIE under ASC 810-10-15-14(c), given the following:

a.              MGP manages the day-to-day business and affairs of AROP, but only holds a 1.0001 percent managing general partner interest in AROP.

b.              Alliance Resource GP, LLC (“SGP”) only holds a 0.01 percent special general partner interest in AROP, but does not manage its business and affairs.

c.               Substantially all activities of AROP are conducted on the behalf of ARLP, which owns the remaining 98.989 percent interest in AROP as a limited partner and is the entity with disproportionately fewer voting rights as to the control and management of day-to-day business.

4.              We assessed the guidance of ASC 810-10-20-38A and concluded that since no party meets both criteria, the guidance within ASC 810-10-25-44 should be followed. As a result, we concluded that ARLP is the entity most closely associated with AROP and therefore is the primary beneficiary. We made this determination as follows:

a.              MGP has (i) the power to direct the activities of AROP but does not have (ii) the obligation to absorb the losses or the right to receive benefits from AROP that are significant to AROP. MGP only receives 1.0001 percent of the distributions made by AROP, which is equal to its managing general partner interest. MGP does not receive incentive distribution rights from AROP as they are paid to MGP by ARLP from the distributions it receives as a result of its 98.989 percent limited partner interest in AROP. MGP does not have a contractual agreement to receive fees for managing AROP, but is reimbursed for certain expenses by ARLP incurred on behalf of AROP.

b.              SGP does not have (i) the power to direct the activities of AROP, and (ii) does not have the obligation to absorb losses and receive benefits from AROP that are significant to AROP. SGP is the special general partner and receives 0.01 percent of the distributions made by AROP, which is equal to its special general partner interest.

c.               ARLP does not have (i) the power to direct the activities of AROP, but does have (ii) the obligation to absorb losses and receive benefits from AROP that are significant to AROP. ARLP, as the sole limited partner, receives 98.989 percent of the distributions made by AROP, which is equal to its limited partner interest.

Since MGP, SGP, and ARLP are related parties and AROP is wholly-owned by these entities, we considered which entity is most closely associated with AROP and thus is the primary beneficiary. ARLP has substantially all the exposure to the variability associated with the economic performance of AROP. The design of AROP is to benefit ARLP. MGP performs executive management services which directly relate to the operation of AROP. SGP neither directs the activities of AROP nor does it have substantive exposure to the variability associated with the economic performance of AROP. As a result, ARLP is most closely related to AROP and therefore is the primary beneficiary of AROP. Accordingly, the accounts of AROP are included in ARLP’s consolidated financial statements.

5.              We considered the disclosure requirements in ASC 810-10-50 and note the following:

a.              We acknowledge that we have not disclosed that Alliance Coal is a VIE and that AROP is its primary beneficiary, nor have we disclosed that AROP is a VIE and that ARLP is its primary beneficiary. We will expand our disclosure in future filings to include a consolidation policy as follows:

“The accompanying consolidated financial statements (“ARLP’s Consolidated Financials”) present the consolidated financial position, results of operations and cash flows of ARLP, the Intermediate Partnership (a variable interest entity of which ARLP is the primary beneficiary), Alliance Coal (a variable interest entity of which the Intermediate Partnership is the primary beneficiary), and other directly and indirectly wholly-owned and majority owned subsidiaries of the Intermediate Partnership and Alliance Coal. MGP’s interests in both Alliance Coal and the Intermediate Partnership are reported as part of its overall two percent general partner interest in ARLP. All material intercompany transactions have been eliminated.”

6.              We have considered the belief expressed by the Staff on several occasions that the controlling interest should be combined with economic interests of all related parties warranting consideration as to whether the holders of the equity investment at risk have decision making abilities through their relationship with the general partner. We respectively state that we believe the intent of the guidance in ASC 810-10-15-14 is for AROP to consolidate the results of Alliance Coal and for ARLP to consolidate the results of AROP as has been our past practice. We propose that we continue to consolidate in this manner per the guidance, in order to provide meaningful information to the investor.

7.              We have further considered that because AROP operates together with Alliance Coal and ARLP operates together with AROP as a single business enterprise and that due to the unitary nature of the interests of MGP and SGP in ARLP and AROP, and MGP’s interest in Alliance Coal, it is appropriate to combine the interests of MGP’s interest in Alliance Coal and the interests of MGP and SGP in AROP together with the general partner interests in ARLP in the presentation of ARLP’s consolidated financial statements, rather than classifying these interests as a “non-controlling interest”. We believe that this presentation, which has been consistent with our presentation since our IPO in 1999, provides the most meaningful information to investors given the unitary nature of the business enterprise.

We respectively request that the Staff accept our response, as we believe it is appropriate to consolidate the financial statements of Alliance Coal and AROP and to present the MGP interest combined.

In connection with the above responses to the Staff’s comments, we acknowledge that:

·                                          we are responsible for the adequacy and accuracy of the disclosure in the filing;

·                                          Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·                                          we may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please direct any questions or comments regarding the foregoing to the undersigned or to our counsel at Vinson & Elkins L.L.P., Stephen Gill at (713)758-4458.

Very truly yours,

Alliance   Resource Partners, L.P.

By:

/s/ Brian L. Cantrell

Brian L. Cantrell

Sr. Vice President and   Chief Financial Officer

Cc:

Eb Davis

Alliance Resource   Partners, L.P.

Stephen M. Gill

Vinson &   Elkins L.L.P.

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ALLIANCE RESOURCE PARTNERS, L.P.

1717 SOUTH BOULDER AVENUE, SUITE 400

TULSA, OKLAHOMA 74119

November 13, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-3561

Attn: Tia L. Jenkins

Re:                             Alliance Resource Partners, L.P.

Form 10-K for the Fiscal Year Ended December 31, 2014
 Filed February 27, 2015
 File No. 000-26823

Ladies and Gentlemen:

Alliance Resource Partners, L.P. (the “Partnership,” “we” or “our”) acknowledges receipt of the letter dated November 3, 2015, containing comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Partnership’s Form 10-K for the Fiscal Year Ended December 31, 2014, File No. 000-26823, filed with the Commission on February 27, 2015 (the “Comment Letter”).

The Comment Letter requests that we respond to the Staff’s comments within 10 business days or to advise the Staff promptly when we will provide the Staff with our responses.  We respectfully request an extension of time to respond to the Comment Letter so that we can devote appropriate time and resources to consider the Staff’s comments and to complete our responses.  We expect to provide our responses to the Comment Letter no later than December 3, 2015.

Securities and Exchange Commission

November 13, 2015

Page 2

If you have any questions regarding the foregoing response, please contact the undersigned at (918) 295-7600.

Very   truly yours,

ALLIANCE   RESOURCE PARTNERS, L.P.

By:

Alliance   Resource Management GP, LLC,

its managing   general partner

By:

/s/ Brian   L. Cantrell

Name:

Brian L.   Cantrell

Title:

Senior   Vice President and

Chief   Financial Officer

cc: Stephen M. Gill
 Vinson & Elkins L.L.P.

Mail Stop 3561
November 3 , 2015

Via E -mail
Mr. Brian L. Cantrell
Chief Financial Officer
Alliance Resource Partners, L.P.
1717 South Boulder Avenue
Suite 400
Tulsa, O K 74119

Re: Alliance Resource Partners, L.P.
 Form 10-K for the Year Ended December 31, 2014
Filed  February 27, 2015
File 0 -26823

Dear Mr. Cantrell :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.

Form 10 -K for the Year Ended December 31, 2014

Coal Res erves, page 42

1. Please note that proven reserves presented in accordance with Industry Guide 7 may be
combined with probable reserves only if the difference in the degree of assurance
between the two classes of reserves cannot be readily defined.  Absent t his condition,
proven and probable reserves should be segregated .  In future filings please separate your
proven reserves from your probable reserves or include a statement indicating that the
degree of assurance between the se two classes of reserves canno t be readily defined.

Mr. Brian L. Cantrell
Alliance Resource Partners, L.P.
November 3, 2015
Page 2

 Consolidated Financial Statements
Note 1. Organization and Presentation
Organization, page 79

2. Based upon your disclosures here and on page 2, Alliance Resource Management GP,
LLC and Alliance Resource GP, LLC appear to own  the general partner interest s in the
Intermediate Partnership , while you own limited partner interests.  In addition, Alliance
Resource Management GP, LLC appears to own  the managing member interest in
Alliance Coal , while you own the non -managing interest.  Please tell us how you
determined consolidation was appropriate for both the Intermediate Partnership  and
Alliance Coal.  For example, if  you have (a) the substantive ability to dissolve or
liquidate both of these entities or otherwise remove the general p artner  or managing
member  without cause or ( b) substantive participating rights , please describe their nature
and terms in sufficient detail to demonstrate how they give you control over each of these
entities .  In future filings, please  also revise your d isclosures in your footnotes and
elsewhere in the filing accordingly.   Refer to ASC 810 -10-25 and ASC 810 -10-50.
Please provide u s your proposed disclosures.

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they a re responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disc losure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding in itiated by
the Commission or any person under the federal securities laws of the United States.

Mr. Brian L. Cantrell
Alliance Resource Partners, L.P.
November 3, 2015
Page 3

 You may contact Linda Cvrkel at (202)  551-3813 or Rufus Decker, Accounting Branch
Chief , at (202)  551-3769 with any questions  regarding comments on your financial statements
and related disclosures . You may contact George K. Schuler, Mining Engineer , at (202) 551 -
3718 with questions on comments with respect to your mineral reserve disclosures.

Sincerely,

 /s/Tia L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel and
Mining

January 31, 2012
 Via E-mail

Joseph W. Craft III President and Chief Executive Officer  Alliance Resource Partners, L.P. 1717 South Boulder Avenue, Suite 400 Tulsa, Oklahoma 74119
 Re: Alliance Resource Partners, L.P.
  Form 10-K for the year ended December 31, 2010   Filed February 28, 2011
File No. 000-26823

Dear Mr. Craft:

We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not fore close the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
        S i n c e r e l y ,

/s/ Pamela Howell
for
        John Reynolds         A s s i s t a n t  D i r e c t o r   cc (via e-mail): David Oelman    Vinson & Elkins LLP

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Correspondence Letter

 ALLIANCE RESOURCE PARTNERS, L.P.

1717 SOUTH BOULDER AVENUE, SUITE 400

 TULSA, OKLAHOMA 74119

 January 17, 2012

U.S. Securities and Exchange Commission

Division of Corporation Finance

 101 F Street,
N.E.

 Washington, D.C. 20549

 Attn:
Mr. John Reynolds

Re:
Alliance Resource Partners, L.P.

Form 10-K for the year ended December 31, 2010

 Filed February 28, 2011

 File No. 000-26823

Dear Mr. Reynolds:

 Set
forth below is our response to the comment received during our telephone conversation on December 22, 2011 with the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”). For your
convenience, the comment provided by the Staff has been included in bold face type preceding our response. References to “the Partnership,” “we,” “us” and “our” herein refer to Alliance Resource Partners, L.P.
and its consolidated subsidiaries.

 Form 10-K for the Fiscal Year ended December 31, 2010

Grant of Plan-Based Awards Table

1.
Please clarify whether the dollar amounts presented under the column “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” in the Grants of
Plan-Based Awards Table for 2010, as provided in your response letter to the Commission dated December 14, 2011 (the “Initial Response Letter”), represent target payout amounts or actual payout amounts awarded pursuant to the
STIP.

 Response:

 The dollar amounts presented under the column “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” in the Grants of Plan-Based Awards Table for 2010 represent the actual payout
amounts of the 2010 STIP awards as of the date the awards were granted. As discussed on page 119 of the Form 10-K, the Compensation Committee established achievement of at least $360.6 million in EBITDA from current operations (normalized by
excluding charges for unit-based compensation and affiliate contributions, if any) as the performance target to be satisfied by the Partnership before any payments would be made under the STIP for 2010. As disclosed in the Form 10-K, the Partnership
exceeded this minimum target. As such, the Compensation Committee approved a distribution payout pool under the STIP and granted individual STIP awards to the Named Executive Officers from such

 Securities and Exchange Commission

 January 17, 2012

 Page 2

 pool, as disclosed in the Grants of Plan-Based Awards Table included in the Initial Response Letter. These amounts are reported under the “target” column pursuant to Instruction 2 to
Item 402(d) of Regulation S-K because the STIP awards only provide for single payouts based on an assessment of each Named Executive Officer’s individual performance, as set forth in Footnote 8 of the Initial Response Letter. The
Compensation Committee did not establish individual target payout amounts for the Named Executive Officers’ STIP awards or otherwise communicate with the Named Executive Officers regarding their STIP awards or the payout amounts thereunder
until the Compensation Committee actually granted and paid the individual STIP awards. We confirm that in future filings, in the event individual target payout amounts are established and the target payout amount differs from the actual payout
amount with respect to a Named Executive Officer’s STIP award, the Partnership will include disclosure of the target payout amount in the Grants of Plan-Based Awards Table.

In connection with responding to the comment of the Staff, the Partnership acknowledges that:

•

 the Partnership is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filing; and

•

 the Partnership may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

 Should the Commission have any questions or comments, please contact the
undersigned at (918) 295-1415, or David P. Oelman or Stephen M. Gill of Vinson & Elkins L.L.P. at (713) 758-3708 and (713) 758-4458, respectively.

 Very truly yours,

ALLIANCE RESOURCE PARTNERS, L.P.

By: Alliance Resource Management GP, LLC, its managing general partner

By:

 /s/ Brian L. Cantrell

Name:

Brian L. Cantrell

Title:

Senior Vice President and Chief Financial Officer

CORRESP
1
filename1.htm

Correspondence Letter

 ALLIANCE RESOURCE PARTNERS, L.P.

1717 SOUTH BOULDER AVENUE, SUITE 400

 TULSA, OKLAHOMA 74119

 December 14, 2011

U.S. Securities and Exchange Commission

Division of Corporation Finance

 101 F Street,
N.E.

 Washington, D.C. 20549

 Attn:
Mr. John Reynolds

Re:
Alliance Resource Partners, L.P.

 Form 10-K for the year ended December 31, 2010

 Filed
February 28, 2011

 File No. 000-26823

 Dear Mr. Reynolds:

 Set forth below is our response to the comment contained
in the letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated December 2, 2011. For your convenience, the comment provided by the Staff has been included in bold
face type preceding our response. References to “the Partnership,” “we,” “us” and “our” herein refer to Alliance Resource Partners, L.P. and its consolidated subsidiaries.

Form 10-K for the Fiscal Year ended December 31, 2010

 Grant of Plan-Based Awards Table, page 125

1.
We note that several named executive officers have received non-equity incentive compensation in 2010; however, disclosure has not been included in the Grants of
Plan Based Awards Table. Please confirm that in future filings you will include disclosure in the Grants of Plan Based Awards Table and provide us with draft disclosure.

Response:

 We acknowledge the Staff’s comment and confirm that in future filings the Partnership will include disclosure regarding any such non-equity incentive compensation for named executive officers in the
Grants of Plan Based Awards Table. A draft of this disclosure, as if the amounts had been included in our Form 10-K filing for the fiscal year ended December 31, 2010, is as follows:

 U.S. Securities and Exchange Commission

 December 14, 2011

  Page
 2

 Grants of Plan-Based Awards Table for 2010

 Name

Grant Date

 Approved Date

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards

 Estimated Future Payouts
Under Equity Incentive
Plan
Awards

 All Other
Unit
Awards:
Number
of
Units
(3)

All Other
Option
Awards:
Number of
Securities
Underlying
Options (1)

 Exercise
or Base
Price of
Options
Awards
(1)

Grant
Date
Fair
Value
of Unit
Awards
(5)

Threshold
(8)

Target
(7)

Maximum
(8)

 Threshold

 (4)

 Target

 (2)

Maximum
(4)

 Joseph W. Craft, III

February 12,2010

(6)

$
—

—

1,092

$
43,789

May 14, 2010

(6)

—

—

974

43,742

August 13, 2010

(6)

—

—

914

45,929

November 12, 2010

(6)

—

—

820

49,635

December 31, 2010

January 25, 2011

—

—

334

21,964

—

—

4,134

205,059

 Brian L. Cantrell

January 26, 2010

January 26, 2010

—

5,742

—

227,268

February 12, 2010

(6)

—

—

48

1,925

May 14, 2010

(6)

—

—

43

1,931

August 13, 2010

(6)

—

—

40

2,010

November 12, 2010

(6)

—

—

36

2,179

December 31, 2010

January 25, 2011

—

—

252

16,572

February 22, 2011

370,000

—

—

—

370,000

5,742

419

251,885

 R. Eberley Davis

January 26, 2010

January 26, 2010

—

5,742

—

227,268

February 12, 2010

(6)

—

—

41

1,644

May 14, 2010

(6)

—

—

36

1,617

August 13, 2010

(6)

—

—

34

1,709

November 12, 2010

(6)

—

—

31

1,876

December 31, 2010

January 25, 2011

—

—

433

28,474

February 22, 2011

370,000

—

—

—

370,000

5,742

575

262,588

 Robert G. Sachse

January 26, 2010

January 26, 2010

—

8,864

—

350,837

February 12, 2010

(6)

—

—

60

2,406

May 14, 2010

(6)

—

—

54

2,425

August 13, 2010

(6)

—

—

50

2,513

November 12, 2010

(6)

—

—

45

2,724

December 31, 2010

January 25, 2011

—

—

596

39,193

February 22, 2011

390,000

—

—

—

390,000

8,864

805

400,098

 Thomas M. Wynne

January 26, 2010

January 26, 2010

—

8,409

—

332,828

February 12, 2010

(6)

—

—

69

2,767

May 14, 2010

(6)

—

—

61

2,740

August 13, 2010

(6)

—

—

58

2,915

November 12, 2010

(6)

—

—

52

3,148

December 31, 2010

January 25, 2011

—

—

289

19,005

February 22, 2011

390,000

—

—

—

$
390,000

8,409

529

$
363,403

 U.S. Securities and Exchange Commission

 December 14, 2011

  Page
 3

(1)
Column not applicable.

(2)
These awards are grants of restricted units pursuant to our LTIP. Please see “Item 11. Compensation Discussion and Analysis—Compensation
Components—Equity Awards under the LTIP.”

(3)
These awards are phantom units added to each Named Executive Officer’s SERP notional account balance. Please see “Item 11. Compensation Discussion and
Analysis—Compensation Components—Supplemental Executive Retirement Plan.”

(4)
Grants of restricted units under our LTIP are not subject to minimum thresholds, targets or maximum payout conditions. However, the vesting of these grants is subject
to the satisfaction of certain performance criteria. Please see “Item 11. Compensation Discussion and Analysis—Compensation Components—Equity Awards under the LTIP.”

(5)
We calculated the fair value of LTIP awards using a value of $39.59 per unit, the unit price applicable for 2010 grants. We calculated the fair value of SERP phantom
unit awards using the market closing price on the date the phantom unit award was granted. Phantom units granted under the SERP vest on the date granted.

(6)
In accordance with the provisions of the SERP, a participant’s cumulative notional phantom unit account balance earns the equivalent of common unit distributions
when we pay a distribution to our common unitholders, which is added to the account balance in the form of phantom units. These contributions are made in accordance with the SERP plan document, which has been approved by the Compensation Committee.
Therefore, these contributions are not separately approved by the Compensation Committee.

(7)
These amounts represent awards pursuant to our STIP. Please see “Item 11. Compensation Discussion and Analysis—Compensation Components—Annual Cash
Incentive Bonus Awards.”

(8)
Awards under our STIP are subject to a minimum financial performance target each year. However, determination of individual awards under the STIP is based upon an
assessment of the Named Executive Officer’s performance, comparative compensation data of companies in our peer group and the recommendation of the President and Chief Executive Officer. The STIP does not specify any threshold or maximum payout
amounts. Please see “Item 11. Compensation Discussion and Analysis—Compensation Components—Annual Cash Incentive Bonus Awards.”

 Securities and Exchange Commission

 December 14, 2011

  Page
 4

 In connection with responding to these comments of the Staff, the Partnership
acknowledges that:

•

 the Partnership is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filing; and

•

 the Partnership may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

 Should the Commission have any questions or comments, please contact the
undersigned at (918) 295-1415, or David P. Oelman or Stephen M. Gill of Vinson & Elkins L.L.P. at (713) 758-3708 and (713) 758-4458, respectively.

Very truly yours,

 ALLIANCE RESOURCE PARTNERS, L.P.

 By: Alliance Resource
Management GP, LLC,

 its managing general partner

By: /s/ Brian L.
Cantrell

 Name: Brian L. Cantrell

 Title: Senior Vice President and Chief
Financial

           Officer

December 2, 2011
 Via E-mail

Joseph W. Craft III President and Chief Executive Officer  Alliance Resource Partners, L.P. 1717 South Boulder Avenue, Suite 400 Tulsa, Oklahoma 74119
 Re: Alliance Resource Partners, L.P.
  Form 10-K for the year ended December 31, 2010   Filed February 28, 2011
File No. 000-26823

Dear Mr. Craft:

We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comment applies to your facts a nd circumstances, please tell us why in your
response.
 After reviewing the information you provide in response to this comment, we may
have additional comments.

Form 10-K for the Fiscal Year ended December 31, 2010

 Grant of Plan-Based Awards Table, page 125

 1. We note that several named executive offi cers have received non-equity incentive
compensation in 2010; however, disclosure has not been included in the Grants of Plan
Based Awards Table.  Please confirm that in future filings you will include disclosure in the Grants of Plan Based Awards Table and provide us with draft disclosure .
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.

Joseph W. Craft III Alliance Resource Partners, L.P. December 2, 2011 Page 2

  In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Please contact Ruairi Regan, Staff Attorn ey, at (202) 551-3269 or Pamela Howell,
Special Counsel, at (202) 551-3357 if you ha ve questions regard ing our comments.
        S i n c e r e l y ,
 /s/ James Lopez (for)
        John Reynolds         A s s i s t a n t  D i r e c t o r   cc (via email): David Oelman   Vinson & Elkins LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE
        January 20, 2010

Mr. Brian L. Cantrell
Senior Vice President and Chief Financial Officer Alliance Resource Partners, L.P. 1717 South Boulder Avenue, Suite 400 Tulsa, OK  74119
 Re: Alliance Resource Partners, L.P.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 2, 2009 Response Letter Dated December 21, 2009
  File No. 000-26823

Dear Mr. Cantrell:   We have completed our review of your Form 10-K and related filings, and have no further comments at this time.          S i n c e r e l y ,
H. Roger Schwall Assistant Director

CORRESP
1
filename1.htm

Response Letter

 ALLIANCE RESOURCE PARTNERS, L.P.

 1717 SOUTH BOULDER AVENUE, SUITE 400

 TULSA, OKLAHOMA 74119

 December 21, 2009

 VIA EDGAR

 Mr. H. Roger
Schwall

 Assistant Director

 Division
of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Alliance Resource Partners, L.P. (the “Partnership”)

 Form 10-K for the Fiscal Year Ended December 31, 2008

 Filed March 2, 2009

 File No. 000-26823

 Dear Mr. Schwall:

 Set forth below are our responses to the comments contained in the letter from
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated November 30, 2009. For your convenience, the comments provided by the Staff have been included in bold face type
preceding each response in the order presented in the comment letter. References to “the Partnership,” “we,” “us” and “our” herein refer to Alliance Resource Partners, L.P. and its consolidated subsidiaries.

 Form 10-K for the Fiscal Year Ended December 31, 2008

 Risk Factors, page 18

 Risks Related to Our Business, page 22

 The estimates of our coal reserves may prove inaccurate, and you should not place undue reliance on those estimates, page 28

1.
 We note your disclosure under this risk factor. Advising investors that they should not place undue reliance on your reserve estimates is
inconsistent with the definitions of proven and probable reserves as provided in Industry Guide 7.

 Securities and Exchange Commission

 December 21, 2009

  Page
 2

 Response: The Partnership acknowledges your concern
regarding the language referencing “undue reliance” and proposes to remove that particular language going forward. However, the Partnership respectfully submits that it is appropriate, and a consistent industry practice, to caution
investors that the estimates of economically recoverable reserves may diverge from actual production, given that such estimates require assumptions and projections regarding several factors over which the Partnership has little or no control. As a
result, the Partnership proposes to update the risk factor with the following language in future annual reports, which excludes the “undue reliance” statements:

 The estimates of our coal reserves may prove inaccurate and could result in decreased profitability.

 The estimates of our coal reserves may vary substantially from actual amounts of coal we are able to economically recover. The reserve data set forth in “Item 2.
Properties” represent our engineering estimates. All of the reserves presented in this Annual Report on Form 10-K constitute proven and probable reserves. There are numerous uncertainties inherent in estimating quantities of reserves, including
many factors beyond our control. Estimates of coal reserves necessarily depend upon a number of variables and assumptions, any one of which may vary considerably from actual results. These factors and assumptions relate to:

•

 geological and mining conditions, which may not be fully identified by available exploration data and/or differ from our experiences in areas where
we currently mine;

•

 the percentage of coal in the ground ultimately recoverable;

•

 historical production from the area compared with production from other producing areas;

•

 the assumed effects of regulation by governmental agencies; and

•

 assumptions concerning future coal prices, operating costs, capital expenditures, severance and excise taxes and development and reclamation costs.

 For these reasons, estimates of the recoverable quantities of coal
attributable to any particular group of properties, classifications of reserves based on risk of recovery and estimates of future net cash flows expected from these properties as prepared by different engineers, or by the same engineers at different
times, may vary substantially. Actual production, revenue and expenditures with respect to our reserves will likely vary from estimates, and these variations may be material. Any inaccuracy in our estimates related to our reserves could result in
decreased profitability and/or higher than expected costs.

 Financial Statements, page 65

 Notes to Consolidated Financial Statements, page 70

 Note 20 – Commitments and Contingencies, page 92

 Securities and Exchange Commission

 December 21, 2009

  Page
 3

 General Litigation, page 92

2.
 We note the disclosure under this section indicating, in part that, if the results of the described matters were different from management’s
current opinion and in amounts greater than the related accruals, then they could have a material adverse effect. Please note that a statement that a contingency is not expected to be material does not satisfy the requirements of Statement 5 if
there is at least a reasonable probability that a loss exceeding amounts already recognized may have been incurred and the amount of that additional loss would be material. In that case, you must either (a) disclose the estimated additional
loss, or range of loss, that is reasonably possible, or (b) state that such an estimate cannot be made.

 Response: Our disclosure that you reference is a result of the inherently unpredictable nature of litigation and the results of our future operations. We are unable to determine the impact
of unexpected unfavorable rulings or our future results of operations in any quarter or annual period. Management’s assessment at the time of the filing was that there were no probable or reasonably possible loss contingencies that would have
been significant as of December 31, 2008.

 Compensation Discussion and Analysis, page 107

 Annual Cash Incentive Bonus Awards, page 109

3.
 We note your statement that “The annual performance target is approved by the Compensation Committee, typically in January of each
year.” However, you do not appear to have disclosed the performance target for fiscal year 2009. Please revise to disclose all qualitative and quantitative performance targets or goals. See Items 402(b)(2)(v)-(vi) and Instruction 2 to
Item 402(b) of Regulation S-K. To the extent that you believe that disclosure of the targets would result in competitive harm such that they could be excluded properly under Instruction 4 to Item 402(b) of Regulation S-K, please provide on
a supplemental basis a detailed explanation supporting your conclusion. Please also note that to the extent disclosure of the qualitative or quantitative performance-related factors would cause competitive harm, you are required to discuss how
difficult it was or will be to achieve the target levels or other factors. Please see Instruction 4 to Item 402(b) of Regulation S-K.

 Response: We did not disclose the amount of the performance target for 2009 because we believe that disclosure of the STIP target amount prospectively would result in
competitive harm and, primarily due to the discretionary nature of the STIP and inconsistencies between the EBITDA-derived STIP target and EBITDA guidance provided in our periodic earnings releases, would not be as helpful as expected to investors
in understanding our compensation practices. As we disclosed, the STIP target historically has been EBITDA-derived and therefore reflects our initial internal financial performance targets for the fiscal year involved and is tied to forecasted
earnings that have not been disclosed in this level of detail to third parties. Moreover, it is possible in future periods that we will not provide public guidance for consolidated EBITDA. The STIP performance measure is typically EBITDA, adjusted
for items added or removed in order to reflect the results of our core mining business and such adjustments may include confidential financial information that have not been publicly disclosed.

 Securities and Exchange Commission

 December 21, 2009

  Page
 4

 We believe disclosure of our prospective STIP target
would warrant discussion in our 10-K of the significant adjustments that were made to our consolidated EBITDA guidance in setting the STIP target in order to facilitate investor understanding. Below we provide the Commission with several examples to
illustrate how disclosure of such information could cause us competitive harm.

•

 In 2006 and 2007, estimated costs and potential insurance recoveries related to a mine fire event were excluded in setting the STIP target.
Disclosure of this amount could have influenced settlement discussions with insurance underwriters and adversely affected the amounts of our insurance claims settlements.

•

 Additionally, in 2006 and 2007, we excluded income earned by supplying three coal synfuel facilities with coal feedstock from our STIP target. Our
agreements with the owners of these coal synfuel production facilities were structured in such a way that disclosure of the expected benefit from this agreement could have impacted our pricing with various coal customers.

•

 More recently, the STIP target has been adjusted to include or exclude potential financial results related to our new mining operations being
constructed at Tunnel Ridge and River View development projects, results related to Matrix and MAC products and services, expenses at Gibson South and Penn Ridge (two future mines in the permitting stages), among other factors.

 Given that adjustments for such items necessarily include estimates of
strategic operational and marketing options and alternatives (i.e., timing of initial production from new mine developments, expansion or contraction of production capacity, operating and financial impact of coal sales agreements under negotiation,
deployment of technology products under development, etc.) we believe disclosure of such information would cause us competitive harm by potentially revealing to our competitors, customers, vendors, suppliers and other constituencies our confidential
operating and financial objectives, sales and marketing strategies, cost structures and other confidential information. The Partnership’s competitors, customers, vendors, suppliers and others could potentially combine such disclosures with
other information to glean knowledge otherwise unavailable regarding coal supply, coal demand, coal market pricing and other strategic plans and initiatives. Such competitive knowledge would undermine the Partnership’s efforts to maximize
revenues and operating efficiencies, capture market share, control costs and manage capital expenditures, and hinder the implementation of its business strategy.

 Securities and Exchange Commission

 December 21, 2009

  Page
 5

 In addition, disclosure of the prospective STIP target
before it has been achieved could cause competitive harm by requiring the Partnership to, in effect, give additional “guidance” regarding its expected financial performance. The Partnership has historically limited the forward-looking
projections that it discloses publicly to a single EBITDA target for the consolidated entity for many reasons. To the extent of publication of this additional set of guidance, this could (a) make the Partnership’s common units a less
valuable form of currency in transactions; (b) make it more expensive to raise capital to use for acquisitions and other strategic initiatives; and (c) cause confusion for investors as to the relevancy of the STIP target for judging the
results of the Partnership. Furthermore, the prospective STIP target is developed during Q3 and Q4 as part of our budget efforts for the subsequent year and is not updated after this time period. However, our EBITDA guidance released for external
purposes is continually updated up to the date of issuance and as required thereafter. This timing difference could also cause confusion for our investors.

 Further, certain adjustments added or removed from our consolidated EBITDA target to derive the STIP performance measure include personnel and/or director benefits such as LTIP, SERP
and other benefits. We refer you to our response to Comment 4 below concerning potential harm related to disclosure of forecasted target amounts as it relates to the LTIP. We believe similar harm may occur with disclosing other forecasted benefits
added or removed in determination of the STIP performance target, in addition to those noted in Comment 4 below for the LTIP.

 Finally, we wish to emphasize the discretionary nature of the STIP. The Compensation Committee may, in its discretion, adjust the performance measure and the target to reflect the occurrence of
significant events during the year. The Compensation Committee also determines, in its discretion, satisfactory results, the size of the pay-out pool, and the payments for individual executive officers. As a result, providing the amount of the
target prospectively would not necessarily be helpful to investors for evaluating our compensation practices.

 The Partnership believes using 2009 as an example is appropriate to illustrate for the Commission the importance of this discretion on the determination of ultimate STIP awards. For 2009, the Compensation
Committee set the STIP performance target at $420.7 million of EBITDA from current operations, excluding any charges for unit-based compensation and affiliate contributions, if any. Our EBITDA guidance issued in January 2009 for external purposes
for the consolidated entity was $430 million to $480 million. Therefore, one might infer that the Partnership set the STIP target low for the current year when in fact, the STIP target excludes our new mines under development, along with various
other factors mentioned above, and therefore was in reality an aggressive target. Moreover, due to weak demand for electricity and historically high customer stockpiles, our coal sales volumes have been significantly less than initially predicted
and our revised external guidance currently calls for EBITDA of $335 million to $365 million.

 Securities and Exchange Commission

 December 21, 2009

  Page
 6

 As is customary, the STIP target has not been adjusted
during the year and one might infer that little, if any bonus for 2009, would be payable since the Partnership’s current operating and financial performance expectations, as reflected in our revised external guidance, is significantly lower
than the STIP target. However, as noted above, the Compensation Committee has broad discretion in determining STIP payouts, and as has been its practice every year, will ultimately consider many factors before determining whether to adjust the STIP
performance criteria, and how much, if any, bonus is to be paid for 2009. Relevant considerations for 2009 will likely include the Compensation Committee’s assessment of whether actual results for 2009 are the result of poor management or
factors outside of management’s control, such as general economic conditions; the fact that fiscal 2009, while not meeting initial performance expectations, will be another record year of profitability for the Partnership; our improved safety
performance and ratings; and significant achievements such as new sales contracts and the opening of a new mine, among many other factors. There is no formula or weighting scale used by the Compensation Committee in considering such qualitative
factors. Rather, the culmination of these factors is taken into account as a whole and in consideration of what is in the best interests of the Partnership.

 Accordingly, we respectfully submit that prospective disclosure of the amount of the STIP performance target should not be required. However, we propose to provide additional
qualitative disclosure regarding the current year standard, as set forth below. In future filings, we will add language similar to the following as a fourth and final paragraph under the “Annual Cash Incentive Bonus Awards” section
beginning on page 109:

 The performance measure for the 2009 year will be EBITDA for current
operations, excluding any charges for unit-based compensation and affiliate co

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE
        November 30, 2009

Mr. Brian L. Cantrell
Senior Vice President and Chief Financial Officer Alliance Resource Partners, L.P. 1717 South Boulder Avenue, Suite 400 Tulsa, OK  74119
 Re: Alliance Resource Partners, L.P.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 2, 2009
  File No. 000-26823

Dear Mr. Cantrell:
We have reviewed your filing and have the following comments.  Please provide
a written response to our comments.  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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2008

Risk Factors, page 18

Risks Related to Our Business, page 22
The estimates of our coal reserves may prove inaccurate, and you should not place undue
reliance on these estimates, page 28
1. We note your disclosure under this risk factor.  Advising investors that they
should not place undue reliance on your reserve estimates is inconsistent with the definitions of proven and probable reserves as provided in Industry Guide 7.

Mr. Brian L. Cantrell
Alliance Holdings GP, L.P.
November 30, 2009 Page 2

 Financial Statements, page 65

 Notes to Consolidated Financial Statements, page 70

 Note 20 – Commitments and Contingencies, page 92

 General Litigation

2. We note the disclosure under this section indicating, in part that, if the results of the described matters were different from management’s current opinion and in amounts greater than your accruals, then they could have a material adverse effect.  Please note that a statement that a contingency is not expected to be material does not satisfy the requirements of Statement 5 if there is at least a reasonable possibility that a loss exceeding amounts already recognized may have been incurred and the amount of that additional loss would be material.  In that case, you must either (a) disclose the estimated additional loss, or range of loss, that is reasonably possible, or (b) state that such an estimate cannot be made.
 Compensation Discussion and Analysis, page 107

 Annual Cash Incentive Bonus Awards, page 109

3. We note your statement that “The annual performance target is … approved by the Compensation Committee, typically in January of each year.”  However, you do not appear to have disclosed the performance target for fiscal year 2009.  Please revise to disclose all qualitative and quantitative performance targets or goals.  See Items 402(b)(2)(v)-(vi) and Instruction 2 to Item 402(b) of Regulation S-K.  To the extent that you believe that disclosure of the targets would result in competitive harm such that they could be excluded properly under Instruction 4 to Item 402(b) of Regulation S-K, please provide on a supplemental basis a detailed explanation supporting your conclusion.  Please also note that to the extent disclosure of the qualitative or quantitative performance-related factors would cause competitive harm, you are required to discuss how difficult it was or will be to achieve the target levels or other factors.  Please see Instruction 4 to Item 402(b) of Regulation S-K.

Mr. Brian L. Cantrell
Alliance Holdings GP, L.P.
November 30, 2009 Page 3

 Equity Awards under the LTIP, page 110

4. Please revise to disclose all qualitative and quantitative performance targets or goals.  See comment 3 above.
5. Please revise to discuss the rationale for the amounts of the equity awards.
  Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your 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 Exchange Act of 1934 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.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments 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 Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Mr. Brian L. Cantrell
Alliance Holdings GP, L.P. November 30, 2009 Page 4

You may contact Donald F. Delaney, at (202) 551-3863, or Brad Skinner, Senior
Assistant Chief Accountant, at (202) 551-3489, if you have questions regarding comments on the financial statements and related matters.  You may contact George K. Schuler, Mining Engineer, at (202) 551-3718, with questions about engineering comments.  Please contact Norman Ghols on, at (202) 551-3237, Mike Karney, at (202)
551-3847, or me at (202) 551-3740, with any other questions.          S i n c e r e l y ,
H. Roger Schwall Assistant Director

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
February 29, 2008
Via U.S. Mail and Fax (918) 295-7361

Mr. Brian L. Cantrell
Chief Financial Officer Alliance Resource Partners, L.P. 1717 South Boulder Avenue, Suite 400 Tulsa, OK 74119
 Re: Alliance Resource Partners, L.P.
  Form 10-K for the Fiscal Year Ended December 31, 2006
Filed March 1, 2007
  File No. 0-26823

  Form 10-Q for the Period Ended September 30, 2007
  Filed November 9, 2007

Dear Mr. Cantrell:   We have completed our review of your Form 10-K and related filings and do not, at this time, have any further comments.             S i n c e r e l y ,                          /s/ Chris White                  C h r i s  W h i t e          Branch Chief Accountant

CORRESP
1
filename1.htm

Correspondence Letter

 Brian L. Cantrell

 Senior Vice President and

 Chief Financial Officer

 918.295.7673

 February 29, 2008

 By Facsimile and Federal Express

 Ms. Anne Nguyen Parker

 Branch Chief

 Division of Corporation Finance

 Securities and Exchange Commission

 100F Street, N.E., Mail Stop 7010

 Washington, D.C. 20549

Re:
Alliance Resource Partners, L.P.

Form 10-K for the Fiscal Year Ended December 31, 2006

Filed March 1, 2007

File No. 0-26823

Form 10-Q for the Period Ended September 30, 2007

Filed November 9, 2007

 Dear Ms. Parker:

 This letter sets forth the responses of Alliance Resource Partners, L.P. (the “Partnership”) to the comments of the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated February 28, 2008 (the “Comment Letter”) with respect to the Partnership’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2006 (the “2006 Form 10-K”) and Form 10-Q for the period ended September 30, 2007. For your convenience, we have repeated each comment of the Staff exactly as
given in the Comment Letter and set forth below each such comment is the Partnership’s response.

 The Partnership is in the process of
preparing its Annual Report on Form 10-K for the year ended December 31, 2007 (the “2007 Form 10-K”), which it will file today. Because the Partnership’s proposed disclosure revisions do not include a financial restatement
or otherwise material revisions to content, the Partnership respectfully requests that the Staff permit the Partnership to include the following changes on a prospective basis in its upcoming 2007 Form 10-K filings as well as in all subsequent
filings under the Securities Exchange Act of 1934, as amended, rather than amending its previous reports.

 1717 South Boulder, Suite 400, Tulsa, Oklahoma 74119

 P. O. Box 22027, Tulsa, Oklahoma
74121-2027

 Fax: (918) 295-7357

 Form 10-K for the year ended December 31, 2006

 River View, Penn Ridge, Tunnel Ridge, pages 5 & 7

 Coal reserves, page 31

 COMMENT

1.
In your responses to prior comments number 16 and 17 from our letter dated December 20, 2007, you indicate that you will provide certain disclosure in future filings. Please
provide specific of examples of the additional disclosure you propose to include in future filings.

 RESPONSE

 Attached as Annex A hereto are excerpts from our draft 2007 Form 10-K that show the additional disclosure items in response to your
prior comments. We have provided these excerpts to Ken Schuler supplementally. We hereby undertake that the disclosures set forth on Annex A will be included in the final form of the 2007 Form 10-K filed with the Commission.

 Segment Information, page 41

 COMMENT

2.
We note your response to prior comment number 5 with respect to your Segment Adjusted EBITDA Expense non-GAAP measure. Please further clarify how your measure is meaningful and
useful as a measure of your segment operating expenses. In this respect, it does not appear that you are currently reporting this measure as part of your segment disclosures. In addition, it does not appear that this measure correlates to your
Segment Adjusted EBITDA profitability measure you report in accordance with SFAS 131. Please further clarify the usefulness of this measure as it relates to your segments or revise the description of this measure in future filings to more
accurately reflect the use of the measure.

 RESPONSE

 Based on our telephone conference with members of the Staff on February 28, 2008 concerning this comment, we will include the following explanation
as to why we believe Segment Adjusted EBITDA Expense is meaningful and useful as a measure of our segment operating expenses:

(2)
Segment Adjusted EBITDA Expense includes operating expenses, outside purchases and other income. Transportation expenses are excluded as these expenses are passed through to our
customers, consequently we do not realize any margin on transportation revenues. Segment Adjusted EBITDA Expense is used as a supplemental financial measure by our management to assess the operating performance of our segments. In our evaluation of
EBITDA, which is discussed above under “- How We Evaluate Our Performance,” Segment Adjusted EBITDA Expense is a key component of EBITDA in addition to coal sales and other sales and operating revenues. The exclusion of
corporate general and administrative expenses from Segment Adjusted EBITDA Expense allows management to focus solely on the evaluation of segment operating performance as it primarily relates to our operating expenses. Outside purchases are included
in Segment Adjusted EBITDA Expense because tons sold and coal sales include sales from outside purchases.

 The following is a reconciliation of Segment Adjusted EBITDA Expense to Operating expense (in thousands):

Year Ended December 31,

2007

2006

 Segment Adjusted EBITDA Expense

$
705,669

$
646,033

 Outside purchases

(21,969
)

(19,213
)

 Other income

1,385

936

 Operating expense

$
685,085

$
627,756

 CLOSING COMMENTS

 In connection with these responses, the Partnership acknowledges that:

•

 the Partnership is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Partnership may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

 If you have any questions or wish to discuss, please do not hesitate to contact me (918-295-7673), or our
legal counsel, David P. Oelman (713-758-3708) or Stephen M. Gill (713-758-4458), each of Vinson & Elkins L.L.P.

Sincerely,

/s/ Brian L. Cantrell

 Brian L. Cantrell

 Senior Vice President and Chief
Financial Officer

cc:
David P. Oelman, Vinson & Elkins L.L.P.

Stephen M. Gill, Vinson & Elkins L.L.P.

Mike Karney, Securities and Exchange Commission

 ANNEX A

 (Excerpts from the 2007 Form 10-K)

 UNITED STATES

 SECURITIES AND
EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007

 OR

¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 FOR THE TRANSITION PERIOD FROM
TO

 COMMISSION FILE NO.: 0-26823

 ALLIANCE RESOURCE PARTNERS, L.P.

 (EXACT NAME OF REGISTRANT AS SPECIFIED IN
ITS CHARTER)

DELAWARE

73-1564280

 (STATE OR OTHER JURISDICTION OF

 INCORPORATION OR ORGANIZATION)

 (IRS EMPLOYER

 IDENTIFICATION NO.)

 1717 SOUTH BOULDER AVENUE, SUITE 400, TULSA, OKLAHOMA 74119

 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

 (918) 295-7600

 (REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

 Securities registered pursuant to Section 12(b) of the Act: Common Units representing limited partner interests

 Title of Each Class

 Name of Each Exchange On Which Registered

Common Units

NASDAQ Stock Market, LLC

 Securities registered pursuant to Section 12(g) of the Act: None

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    x  Yes    ¨  No

 Indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    ¨  Yes    x  No

 Indicate by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.    x  Yes    ¨  No

 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,”
“accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one)

 Large Accelerated Filer  x    Accelerated Filer  ¨    Non-Accelerated Filer  ¨    Smaller Reporting Company  ¨

 (Do not check if smaller reporting company)

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    ¨  Yes    x  No

 The aggregate value of the common units held by non-affiliates of the registrant (treating all executive officers and directors of the registrant, for this purpose, as if they may be affiliates of the registrant) was
approximately $857,632,818 as of June 29, 2007, the last business day of the registrant’s most recently completed second fiscal quarter, based on the reported closing price of the common units as reported on the NASDAQ Stock Market, LLC on
such date.

 As of February 25, 2008, 36,613,458 common units were outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE: None

 Gibson Complex. Our subsidiary, Gibson County Coal, LLC (“Gibson County Coal”), operates
the Gibson mine, an underground mining complex located near the city of Princeton in Gibson County, Indiana. The mine began production in November 2000 and utilizes continuous mining units employing room-and-pillar mining techniques to produce
low-sulfur coal. The preparation plant has a throughput capacity of 700 tons of raw coal an hour. We refer to the reserves mined at this location as the “Gibson North” reserves. We also control undeveloped reserves in Gibson County that
are not contiguous to the reserves currently being mined, which we refer to as the “Gibson South” reserves.

 Production from
Gibson is a low-sulfur coal that historically has been primarily shipped via truck approximately 10 miles on U.S. and state highways to Gibson’s principal customer, PSI Energy Inc. (d/b/a Duke Energy Indiana, Inc.), a subsidiary of Cinergy
Corporation (d/b/a Duke Energy Corporation) (“PSI”). Gibson’s production is also trucked or railed to our Mt. Vernon transloading facility for sale to utilities capable of receiving barge deliveries. In 2007, we completed construction
of a new rail loop at Gibson, providing access to both the CSX and Norfolk Southern Railway Company (“NS”) railroads and expanding the market for coal produced at Gibson.

 In January 2005, Gibson County Coal entered into long-term agreements with PC Indiana Synthetic Fuel #2, L.L.C. (“PCIN”) to host its coal
synfuel facility, supply the facility with coal feedstock, assist PCIN with the marketing of coal synfuel and provide other services. The synfuel facility commenced operations at Gibson in May 2005. A significant portion of Gibson’s production
was sold to PCIN, providing us with coal sales, rental and service fees from PCIN based on the synfuel facility throughput tonnages. PCIN shipped coal synfuel to various customers that have been purchasers of our coal and with which we maintained
“back-up” coal supply agreements, which automatically provided for the sale of our coal to them in the event they did not purchase coal synfuel from PCIN. In 2008, our primary customer for coal produced at Gibson will be PSI, pursuant to a
long-term coal supply agreement that was one of these “back-up” agreements. On December 31, 2007, the federal non-conventional source fuel tax credit expired. As a result, and under their terms, the PCIN agreements expired on
December 31, 2007. For 2007, the incremental net income benefit from the combination of the various coal synfuel related agreements associated with the facility located at Gibson was approximately $4.3 million, assuming that coal pricing would
not have increased without the availability of synfuel. As such, while we will be able to sell the production that would have been sold to PCIN to PSI and other “back-up” purchasers, we may not be able to recover the incremental net income
benefit of the synfuel related operations.

 We have partially completed the permitting process for the Gibson South reserves and continue
to actively evaluate its development. Capital expenditures required to develop the Gibson South reserves are estimated to be in the range of approximately $100 million to $110 million, excluding capitalized interest and capitalized mine development
costs associated with net cost related to incidental production. For more information about mine development costs, please read “Mine Development Costs” under “Item 8. Financial Statements and Supplementary Data – Note 2. Summary
of Significant Accounting Policies.” Assuming sufficient sales commitments are obtained and the permitting process continues as anticipated, initial production could commence in 2010 to 2012. For more information on the permitting process, and
matters that could hinder or delay the process, please read “Regulation and Laws – Mining Permits and Approvals.” When the Gibson South mine reaches full production capacity, we expect annual production of approximately
2.7 million to 3.1 million tons. Definitive development commitment for Gibson South is dependent upon final approval by the board of directors of our managing general partner (“Board of Directors”).

 River View. In April 2006, we acquired 100% of the membership interest in River View Coal, LLC (“River View”) from ARH. River View
currently controls, through coal leases or direct ownership, approximately 117.1 million tons of proven and probable high-sulfur coal in the Kentucky No. 7, No. 9 and No. 11 coal seams underlying properties located primarily in
Union County, Kentucky, as well as certain surface properties, facilities and permits. River View is in the process of updating its existing permits and evaluating the timing and manner of future development of the reserve. We expect to develop
River View as an underground mining complex using continuous mining units employing room-and-pillar mining techniques, with production from the operation of four mining units and capacity to expand to up to eight mining units. In July 2007, we began
construction of the slope and shaft at River View. However, definitive development commitment for River View is dependent upon final approval of the Board of Directors. Capital expenditures required to develop the River View reserves are estimated
to be in the range of approximately $130 million to $160 million, excluding capitalized interest and capitalized mine development costs associated with net cost related to incidental production. For more information about mine development costs,
please read “Mine Development Costs” under “Item 8. Financial Statements and Supplementary Data – Note 2. Summary of Significant Accounting Policies.”

 6

 Production from the Mountain View mine in 2007 was primarily supplied to Mt. Storm Coal Supply, LLC
(“Mt. Storm”) for its synfuel facility, which was located at the Mt. Storm Power Station. Our agreement to supply coal to Mt. Storm terminated at the end of 2007 in conjunction with the termination of the synfuel tax credit program. For
2007, the incremental net income benefit from this agreement was approximately $1.8 million, assuming that coal pricing would not have increased without the availability of synfuel.

 Our primary customer for the medium-sulfur coal produced at Mettiki is VEPCO, which purchases the coal for use in the scrubbed generating units at its
Mt. Storm Power Station in West Virginia. A seven-year agreement to supply coal to the VEPCO Mt. Storm Power Station from the Mountain View mine was negotiated and finalized in June 2005. Prior to termination of our agreement to supply coa

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
 February 28, 2008
Via U.S. Mail and Fax (918) 295-7361

Mr. Brian L. Cantrell
Chief Financial Officer Alliance Resource Partners, L.P. 1717 South Boulder Avenue, Suite 400 Tulsa, OK 74119
 Re: Alliance Resource Partners, L.P.
  Form 10-K for the Fiscal Year Ended December 31, 2006   Filed March 1, 2007   File No. 0-26823

  Form 10-Q for the Period Ended September 30, 2007
  Filed November 9, 2007

Dear Mr. Cantrell:

We have reviewed your response letter  dated January 23, 2008 and have the
following comments. Please provide a written re sponse to our comments.  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.

Form 10-K for the year ended December 31, 2006

River View, Penn Ridge, Tunnel Ridge, pages 5 & 7
 Coal reserves, page 31

1. In your responses to prior comments number 16 and 17 from our letter dated
December 20, 2007, you indicate that you will pr ovide certain disclosure in future
filings.  Please provide specifi c of examples of the addi tional disclosure you propose
to include in future filings.

Mr. Brian L. Cantrell
Alliance Resource Partners, L.P. February 28, 2008 Page 2
Segment Information, page 41

2. We note your response to prior comment number 5 with respect to your Segment
Adjusted EBITDA Expense non-GAAP measure.  Please further clarify how your measure is meaningful and useful as a m easure of your segment operating expenses.
In this respect, it does not appear that you are currently reporting th is measure as part
of your segment disclosures.  In addition, it does not appear that this measure correlates to your Segment Adjusted EB ITDA profitability measure you report in
accordance with SFAS 131.  Please further clarif y the usefulness of this measure as it
relates to your segments or re vise the description of this measure in future filings to
more accurately reflect the use of the measure.

 Please respond to these comments within  10 business days or tell us when you
will provide us with a response.   Please furnish a letter that keys your responses to our
comments and provides any requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.
You may contact Bob Carroll at (202) 551-3362 or Chris White at (202) 551-3461
if you have questions regarding comments on the financial statements and related
matters.  You may contact Ken Schuler at (202) 551-3718 with any engineering
questions.  Please contact Mike Karney at  (202) 551-3847, or the undersigned at (202)
551-3611 with any other questions.

     S i n c e r e l y ,        / s /  A n n e  P a r k e r        Anne Nguyen Parker
Branch Chief

CORRESP
1
filename1.htm

SEC Correspondence Letter

 Brian L. Cantrell

 Senior Vice President and

 Chief Financial Officer

 918.295.7673

 January 23, 2008

 By Facsimile and Federal Express

 Mr. H. Roger Schwall

 Assistant Director

 Division of Corporation Finance

 Securities and Exchange Commission

 100F Street, N.E., Mail Stop 7010

 Washington, D.C. 20549

Re:
Alliance Resource Partners, L.P.

 Form 10-K for
the Fiscal Year Ended December 31, 2006

 Filed March 1, 2007

 File No. 0-26823

 Form 10-Q for
the Period Ended September 30, 2007

 Filed November 9, 2007

 Dear Mr. Schwall:

 This letter sets forth the responses
of Alliance Resource Partners, L.P. (the “Partnership”) to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated December 20, 2007
(the “Comment Letter”) with respect to the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (the “2006 Form 10-K”) and Form 10-Q for the period ended September 30,
2007. For your convenience, we have repeated each comment of the Staff exactly as given in the Comment Letter and set forth below each such comment is the Partnership’s response.

 The Partnership is in the process of preparing its Annual Report on Form 10-K for the year ended December 31, 2007 (the “2007 Form 10-K”),
which it will file on or before February 28, 2008. Because the Partnership’s proposed disclosure revisions do not include a financial restatement or otherwise material revisions to content, the Partnership respectfully requests that the
Staff permit the Partnership to include the following changes on a prospective basis in its upcoming Form 10-K filings as well as in all subsequent filings under the Securities Exchange Act of 1934, as amended, rather than amending its previous
reports.

 1717 South Boulder, Suite 400, Tulsa, Oklahoma 74119

 P. O. Box 22027, Tulsa, Oklahoma 74121-2027

 Fax: (918) 295-7357

 Securities and Exchange Commission      January 23,
2008      Page 2

 Form 10-K for the year ended December 31, 2006

 Business, page 1

 COMMENT

1.
Please provide an organization chart that includes, at a minimum, the percentage holding and control of you or by you by your managing general partner, intermediate partnership,
operating subsidiary and parent. Indicate which entities are public companies.

 RESPONSE

 Attached as Exhibit A is a chart titled “Alliance Ownership and Organizational Chart” that includes the percentage holding and control
of the Partnership by our managing general partner, the intermediate partnership, the operating subsidiary, and the parent. As indicated on the chart, the Partnership and Alliance Holdings GP, L.P. (“AHGP”) are public companies. The
Partnership will include this chart in the Business section of its 2007 Form 10-K.

 COMMENT

2.
In several places, you refer to Joseph W. Craft, III as “our President and Chief Executive Officer.” Please clarify, if true, that, as disclosed under Item 10,
you are managed by your managing general partner, and that all officers and directors referenced in this filing are in fact officers and directors of your managing general partner.

 RESPONSE

 The Partnership is managed by our
managing general partner and all officers and directors referenced in its filings are in fact officers and directors of the Partnership’s managing general partner. The Partnership will clarify this point in future filings.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

 Executive Overview, page 38

 COMMENT

3.
Please supplement your overview to describe the most important matters on which you are focusing in evaluating your financial condition and operating performance. To enhance an
investor’s understanding of your business, you should provide insight regarding material opportunities, challenges and risks on which you are focused in both the short and long term, as well as the steps you are taking to address them. See
Section III.A of SEC Release 33-8350 (Nov. 29, 2003). For example, discuss the impact of the scheduled expiration of the non-conventional synfuel tax credit on December 31, 2007, given that a material amount of your net income
and cash flow is dependent on your continued ability to realize direct or indirect benefits from these federal income tax credits. As another example, discuss the impact, if material, of the transactions surrounding AHGP’s initial public
offering in May 2006, which together with all other common units sold within the prior twelve-month period, represented a sale or exchange of 50% or more of the total interest in your capital and profits interests, resulting in your partnership
termination for federal income tax purposes.

 Securities and Exchange Commission      January 23,
2008      Page 3

 RESPONSE

 The Partnership will modify future disclosures as attached (see Exhibit B). Alliance Holdings GP, L.P’s (“AHGP”) initial public offering in 2006 had no material impact on the Partnership despite
the technical termination of our partnership for federal income tax purposes, and therefore we do not believe further discussion is appropriate for inclusion in Item 7. “Management’s Discussion and Analysis of Financial Condition and
Results of Operations.” The Partnership has disclosed the risk to unitholders related to the exchange of 50% or more of the total interest in our capital and profits interests, resulting in termination of our partnership for federal income tax
purposes under Item 1A. Risk Factors.

 Analysis of Historical Results of Operations

 Operating Expenses, page 39

 COMMENT

4.
We note your disclosure regarding increased expenses of $13.4 million under the settlement agreement with ICG and your accounting for the settlement under EITF Issue
No. 04-13. Please clarify what you mean by “the excess of our purchase price from ICG over Pontiki’s sale price to ICG is reported as an operating expense in Other and Corporate Segment Adjusted EBITDA. Please define the term
“Other and Corporate Segment Adjusted EBITDA” and why it is appropriate to record this amount under “Other and Corporate” instead of a specific geographical segment.

 RESPONSE

 As disclosed in Footnote 19,
“Commitments and Contingencies”, to the consolidated financial statements, in November 2005, the Partnership entered into a settlement agreement with ICG, LLC (“ICG”), pursuant to which we executed a new coal sales agreement in
which Alliance Coal, LLC (“Alliance Coal”), a subsidiary of the Partnership, agreed to purchase 892,000 tons of coal from ICG at a price that was higher than the price at which the Partnership’s subsidiary Pontiki Coal, LLC
(“Pontiki”) had agreed to sell coal to ICG. Since the coal sales by Pontiki to ICG and subsequent purchases of coal from ICG by Alliance Coal were with the same counterparty (ICG), the Partnership accounted for the transaction consistent
with the guidance provided by Financial Accounting Standards Board (“FASB”) Emerging Issues Task Force (“EITF”) Issue No. 04-13, Accounting for Purchases and Sales of Inventory with the Same Counterparty, specifically
the provisions within paragraph 4 of this accounting guidance. The excess of the price Alliance Coal paid to purchase the coal from ICG over Pontiki’s original sales price to ICG is reported as an operating expense in the statement of income
and also is included in Other and Corporate Segment Adjusted EBITDA Expense for segment reporting purposes. All tons purchased from ICG under this arrangement were ultimately sold by Alliance Coal at a profit.

 Management concluded it was appropriate to report the expense associated with the above noted transaction in the Other and Corporate Segment because the
purchase of coal from ICG and subsequent sale of coal by Alliance Coal was considered a brokerage transaction. The Partnership generally includes all brokerage coal purchases and sales transactions in the Other and Corporate Segment. Segment
Adjusted EBITDA Expense is defined as operating expenses, outside purchases and other income. The Partnership will modify future filings to define Segment Adjusted EBITDA Expense in the ICG discussion.

 Securities and Exchange Commission      January 23,
2008      Page 4

 Segment Information, page 41

 COMMENT

5.
We note your use of “Segment Adjusted EBITDA Expense” which appears to be a non-GAAP measure. Please ensure your disclosure complies with Item 10(e) of
Regulation S-K.

 RESPONSE

 In response to comments received from the Staff by letter dated November 17, 2005, the Partnership began including segment disclosures in accordance with Statement of Financial Accounting Standards
(“SFAS”) No. 131, Disclosures about Segments of an Enterprise and Related Information, in its Form 10-K for the fiscal year ended December 31, 2005. The Partnership’s resulting segment disclosures followed
discussions, both verbal and written, with the SEC. On page 41 of our 2006 Form 10-K, we include Segment Adjusted EBITDA Expense because management considers it a meaningful and relevant measure of operating expenses and profitability. Segment
Adjusted EBITDA Expense is a non-GAAP measure for which Item 10(e)(1)(i)(B) of Regulation S-K states that a reconciliation to the most directly comparable financial measure is required. The Partnership included a footnote reference to Segment
Adjusted EBITDA Expense describing how the non-GAAP measure is calculated on page 47 for the 2006 Form 10-K. We will modify the 2007 Form 10-K and future filings to include the following statement and reconciliation.

 The following is a reconciliation of Segment Adjusted EBITDA Expense to Operating expenses (in thousands):

Year Ended December 31,

2006

2005

 Segment Adjusted EBITDA Expense

$
646,033

$
536,020

 Outside purchases

(19,213
)

(15,113
)

 Other income

936

581

 Operating expense

$
627,756

$
521,488

 Related Party Transactions

 Administrative Services, page 54

 COMMENT

6.
Please clarify how the sponsorship of the LTIP, STIP and Supplemental Executive Retirement (SERP) being transferred to Alliance Coal in 2006 resulted in a decrease in general and
administrative expense from 2005 to 2006. In your response, please address whether the decrease from 2004 to 2005 is attributable solely to the reduction in number of restricted units granted and vested during those periods.

 Securities and Exchange Commission      January 23,
2008      Page 5

 RESPONSE

 The change in sponsorship of our Long-term Incentive Plan (“LTIP”), Short-Term Incentive Plan (“STIP”) and Supplemental Executive Retirement Plan (“SERP”) from our managing general
partner to our subsidiary, Alliance Coal, was effective May 15, 2006 and had no impact on our consolidated general and administrative expenses. After May 15, 2006 the expenses associated with these plans were no longer billed by our
managing general partner but were directly recorded by our subsidiary Alliance Coal, LLC. The impact of the change in plan sponsorship resulted in a reduction in the billing from our managing general partner directly offset by a corresponding
increase in LTIP, STIP and SERP expense of our Alliance Coal, LLC subsidiary. Prior to May 15, 2006 expenses associated with these plans were billed to us by our managing general partner. The disclosure the Staff has referenced is specific to
our related party transactions for administrative services; for further discussion concerning the variance in consolidated general and administrative expense see page 40 and 44.

 The decrease in general and administrative expense from 2004 to 2005 was not solely attributable to a reduction in the number of restricted units granted
and vested during those periods. As disclosed in Management Discussion and Analysis, page 44 of the 2006 Form 10-K, the decrease was caused by a combination of a reduction in the number of units outstanding due to the vesting in November 2005 and
2004 of the LTIP units for grant years 2003 and 2000 to 2002, respectively, combined with a lower incremental change in the market value of our common units from 2004 to 2005 as compared to the market value change from 2003 to 2004 based on the
intrinsic method of accounting for the non-vested grants prior to our adoption of SFAS No. 123R, Share Based Payment, effective January 1, 2006 .

 Note 3. Acquisitions, page 69

 COMMENT

7.
We note your acquisition of River View Coal, LLC in April 2006 for $1.65 million, and the purchase of certain assets, reserves, and properties by River View Coal from an
unrelated party in April 2006. Tell us and disclose more specifically how you accounted for these transactions, and why they would be considered entities under common control.

 RESPONSE

 As disclosed on page 64, Footnote
1. “Organization and Presentation”, Alliance Resource Holdings, Inc. (“ARH”) was previously owned by our current and former management and in June 2006 became wholly-owned, directly and indirectly, by Joseph W. Craft, III, the
President and Chief Executive Officer of Alliance Resource Management GP, LLC, our managing general partner.

 In April 2006, the
Partnership’s subsidiary, Alliance Coal, LLC, acquired all of the member interests of River View Coal, LLC (“River View”), a wholly-owned subsidiary of ARH. At that time, ARH was owned by current and former management of the
Partnership, including Joseph W. Craft III, who was the majority shareholder of ARH. Additionally, at that time, our managing general partner was owned jointly by Alliance Management Holdings, LLC and AMH II, LLC which, on a combined basis, were
majority owned by Joseph W. Craft III, who was also the sole director of each of those entities.

 Due to this common control, we accounted
for the acquisition of the assets for River View at carrying value in accordance with SFAS No. 141, Business Combinations (“SFAS No. 141”)

 Securities and Exchange Commission      January 23,
2008      Page 6

paragraphs D11 and D12. The Partnership understands that the procedural guidance in paragraphs D14-D18 of SFAS No. 141 stipulate the application of
pooling of interest accounting and financial statement presentation of the receiving entity (i.e. the Partnership).

 However, the
Partnership did not consider the River View transaction as a material acquisition and followed the exemption from pro forma financial statement disclosures for individually immaterial acquisitions based on paragraph 51 of SFAS No. 141.
Additionally, SFAS No. 141, below paragraph 62, states that “the provisions of this Statement need not be applied to immaterial items.” The purchase price of $1.65 million for the River View assets is immaterial compared to total
Partnership assets at December 31, 2006 of $635.5 million.

 It remains management’s conclusion that the River View acquisition is
not material. Therefore, the reporting periods prior to the acquisition between parties under common control were not restated to reflect the pooling of interest accounting. The Partnership properly recorded the acquisition of assets at historical
cost.

 Subsequent to the acquisition of River View, the Partnership’s River View subsidiary, in a separate transaction with an
independent third-party, acquired coal reserves, assignment of coal leases, surface properties and facilities and permits for $4.15 million cash plus assumed reclamation liabilities of $2.9 million in addition to a future overriding royalty on all
coal mined and sold by River View from certain of the leased properties. The assets acquired and liabilities assumed for this separate transaction were recorded at fair value and this was not considered a material acquisition individually nor in the
aggregate with the River View acquisition.

 The Partnership will modify future disclosures as attached (see Exhibit C) to further
clarify the accounting treatment of the River View acquisition and the subsequent transaction.

 Concentration of Cred

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        December 20, 2007

Via U.S. Mail and Fax (918) 295-7361

Mr. Brian L. Cantrell
Chief Financial Officer Alliance Resource Partners, L.P. 1717 South Boulder Avenue, Suite 400 Tulsa, OK 74119
 Re: Alliance Resource Partners, L.P.
  Form 10-K for the Fiscal Year Ended December 31, 2006
Filed March 1, 2007
  File No. 0-26823

  Form 10-Q for the Period Ended September 30, 2007
  Filed November 9, 2007

Dear Mr. Cantrell:
We have reviewed your Form 10-K for the Fiscal Year Ended December 31, 2006
and have the following comments. We have limited our review of your filing to those issues we have addressed in our 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 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.
Form 10-K for the year ended December 31, 2006

Mr. Brian L. Cantrell
Alliance Resource Partners, L.P.
December 20, 2007 Page 2

 Business, page 1

 1. Please provide an organization chart that includes, at a minimum, the percentage holding and control of you or by you by your managing general partner, intermediate partnership, operating subsidiary and parent.  Indicate which entities are public companies.
 2. In several places, you refer to Joseph W. Craft, III as “our President and Chief Executive Officer.”  Please clarify, if true, that, as disclosed under Item 10, you are managed by your managing general partner, and that all officers and directors referenced in this filing are in fact officers and directors of your managing general partner.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Executive Overview, page 38

 3. Please supplement your overview to describe the most important matters on which you are focusing in evaluating your financial condition and operating performance.  To enhance an investor’s understanding of your business, you should provide insight regarding material opportunities, challenges and risks on which you are focused in both the short and long term, as well as the steps you are taking to address them.  See Section III.A of SEC Release 33-8350 (Nov. 29, 2003). For example, discuss the impact of the scheduled expiration of the non-conventional synfuel tax credit on December 31, 2007, given that a material amount of your net income and cash flow is dependent on your continued ability to realize direct or indirect benefits from these federal income tax credits.  As another example, discuss the impact, if material, of the transactions surrounding AHGP’s initial public offering in May 2006, which together with all other common units sold within the prior twelve-month period, represented a sale or exchange of 50% or more of the total interest in your capital and profits interests, resulting in your partnership termination for federal income tax purposes.
 Analysis of Historical Results of Operations

 Operating Expenses, page 39

 4. We note your disclosure regarding increased expenses of $13.4 million under the settlement agreement with ICG and your accounting for the settlement under EITF Issue No. 04-13.  Please clarify what you mean by “the excess of our purchase price from ICG over Pontiki’s sale price to ICG is reported as an operating expense in Other and Corporate Segment Adjusted EBITDA
.  Please

Mr. Brian L. Cantrell
Alliance Resource Partners, L.P.
December 20, 2007 Page 3

define the term “Other and Corporate Segment Adjusted EBITDA” and why it is appropriate to record this amount under “Other and Corporate” instead of a specific geographical segment.
 Segment Information, page 41

 5. We note your use of “Segment Adjusted EBITDA Expense” which appears to be a non-GAAP measure.  Please ensure your disclosure complies with Item 10(e) of Regulation S-K.

Related Party Transactions

Administrative Services, page 54

6. Please clarify how the sponsorship of the LTIP, STIP and Supplemental Executive Retirement (SERP) being transferred to Alliance Coal in 2006 resulted in a decrease in general and administrative expense from 2005 to 2006.  In your response, please address whether the decrease from 2004 to 2005 is attributable solely to the reduction in number of restricted units granted and vested during those periods.

Note 3. Acquisitions, page 69

7. We note your acquisition of River View Coal, LLC in April 2006 for $1.65 million, and the purchase of certain assets, reserves, and properties by River View Coal from an unrelated party in April 2006.  Tell us and disclose more specifically how you accounted for these transactions, and why they would be considered entities under common control.

Concentration of Credit Risk and Major Customers, page 87

8. Provide of the basis for your designating the two customers in this section “Customer A” and “Customer B” in lieu of disclosing their names.

Executive Compensation, page 99

9. You refer to “our” compensation policy and philosophy.  Please provide us with further detail as to whether you or your managing general partner sets the compensation of the executive officers and directors discussed herein.  In addition, please tell us the percentage of time that each of the executive officers and directors devote to the business of ARLP.  We may have further comment.

Mr. Brian L. Cantrell
Alliance Resource Partners, L.P.
December 20, 2007 Page 4

10. You state that you compare your total compensation programs to that of companies of similar size, including companies that produce and market coal and that compare favorably to you with regard to revenues, number of mines, type of mines and other financial and operating indicators by which you have historically measured your performance. Please identify the companies against which you benchmark compensation.

11. Please disclose the actual annual EBITDA target that was set and met for 2006.  If
you believe that you are not required to disclose the goals, please provide us with analysis supporting your position. To the extent that you have an appropriate basis for omitting the information, discuss how difficult it would be for you to achieve the undisclosed goal.
 12. Discuss material differences in compensation policies with respect to individual named executive officers. If policies or decisions relating to a named executive officer are materially different than the other officers, this should be discussed on an individualized basis.
 13. Please describe and explain how the appropriate payment and benefit levels are determined under the various circumstances that trigger payments or provision of benefits under the change of control plans.

Signatures, page 129

14. Please provide the signature of your controller or principal accounting officer.  See General Instruction D.2. of Form 10-K.
 Engineering comments:

General

15. Please insert a small-scale map showing the location and access to each property, as required by Instruction 3(b) to Item 102 of Regulation S-K.  Please note the EDGAR program now accepts Adobe PDF files and digital maps, so please include these maps in any amendments that are uploaded to EDGAR.  It is relatively easy to include automatic links at the appropriate locations within the document to GIF or JPEG files, which will allow figures and diagrams to appear in the right location when the document is viewed on the Internet.  For more information, please consult the EDGAR manual, and if additional assistance is required, please call Filer Support at 202-551-8900.  We believe the guidance in Instruction 3(b) of Rule 102 of Regulation S-K would generally require maps and drawings to comply with the following features:

Mr. Brian L. Cantrell
Alliance Resource Partners, L.P.
December 20, 2007 Page 5

• A legend or explanation showing, by means of pattern or symbol, every pattern or symbol used on the map or drawing.

• A graphical bar scale should be included.  Additional representations of scale such as "one inch equals one mile" may be utilized provided the original scale of the map has not been altered.

• A north arrow.

• An index map showing where the property is situated in relationship to the state or province, etc., in which it was located.

• A title of the map or drawing, and the date on which it was drawn.

• In the event interpretive data is submitted in conjunction with any map, the identity of the geologist or engineer that prepared such data.
 Any drawing should be simple enough or of sufficiently large scale to clearly show all features on the drawing.  River View, Penn Ridge, Tunnel Ridge, pages 5 & 7

 16. Please clarify that the tonnage controlled or stated for the River View, Penn Ridge, and Tunnel Ridge mine operations are proven and probable reserves.
 Coal reserves, page 31

 17. Please clarify your reserves are calculate d as defined by USGS Circular 831 and
USGS Bulletin 1450-B and that your probable reserves are projected to extend as a l/2-mile wide belt that lies more than the a l/4 mile from the outcrop, points of observation or measurement locations.
 Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  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.

Mr. Brian L. Cantrell
Alliance Resource Partners, L.P. December 20, 2007 Page 6

  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 Exchange Act of 1934 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.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments 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 Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.     You may contact Bob Carroll at (202) 551-3362, or Shannon Buskirk at (202) 551-3717 if you have questions regarding comments on the financial statements and related matters.  Questions regarding the engineering comments can be directed to Ken Schuler at (202) 551 -3718.  You may contact Mike Karney at (501) 413-9336 or me at
(202) 551-3740 with any other questions.
       S i n c e r e l y ,                   / s /  H .  R o g e r  S c h w a l l          H .  R o g e r  S c h w a l l         A s s i s t a n t  D i r e c t o r

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03/89/2086 1455 9182957358 ALLIANCE COAL PAGE 82/87
ALLIANCE RESOURCE
PARThLRS LI
DRAFT SUBJECT TODISCUSSION ANDMODIFICATION
VIAFacsimile
March 2006
Kimberly aider
Assistant ChiefAccountant
United StatesSecurities andExchange Commission
Division ofCorporation Finance
100StreetN.E
Washington J.C20549-7010
RE Alliance Resource Partners L.P
Form10-KFiledMarch152005
Letter datedFebruary 272006
FileNo0-26823
DearMsCalder
Thisletter isprovided indraftformat andwillheformally filedwiththeSECvia
EDGAR uponreaching mutual agreement withtheStaffconcerning the issues raised in
theabove referenced letterandsubsequent conference calls
Onbehalf of Alliance Resource Partners L.PthePartnership weareresponding to
comments madebytheaccounting stafftheStaff oftheSecurities andExchange
Commission theSEC in letter transmitted toMrJoseph Craft IIonFebruary
272006andduring conference caliswith certain members ofthePartnerships
management onMarch 2006
ThePartnerships strongdesire istofileitsAnnual Report onForm10-Kfortheyear
endedDecember 312005Year 2005Form10-K onorbefore the March.162006
filingdeadline Inorder toassistthePartnershi.p inmeeting thefilingdeadline inthe
eventtheStaffhasfurthercomments werequestthattelephonic conference callbe
arranged withtheStafftofacilitate timely resolution of thismatter
Asdiscussed duringourconference callweconfirm thatourchiefoperating decision
makerCODM received discrete financial information onmine-by-mine basisfor
eleven moiiths during theyear2005 Modifications toreports received byourCODM
weremade asofDecember 312005 thatwebelieve eliminate discrete financial
2592238_.DOC

83/09/2886 1455 9182957358 ALLIANCE COAL PAGE 03/07
Kimberly Calder
Assistant ChiefAccountant
March 2006
Page of
information onmine-by-mine basis Basedonthechanges tothereports currently
received byourCODM andconsistent with ourconversations weunderstand thatwe
maydiscuss withtheStaffourview thatfortheyear2006wehave single operatingand
reportable segmentunderSFAS131paragraph 10
Asanoutgrowth ofourdialogue withtheStaffweconfirm thatthePartnershipwill
provide segment disclosure inaccordance withStatement of Financial Accounting
StandardNo 1.31Disclosures aboutSegment ofanEnterprise andRelated Jformation
SFAS131innotetoitsconsolidated financial statem ents thatwillbeincluded inits
Year2005Form 10-K Theformofthesegment disclosure isattached asExhibit
Proposed Segment Reporting Format
Asexplained inthenarrative contained intheproposed segment information notethe
Partnership ispresenting thefollowing threesegments IllinoisBasin Central Appalachia
andNorthern Appalachia Theillinois Basin iscomprised oftheDotikiGibson
Hopkins Pattiki andWarrior coalmines Central Appalachiaiscomprised ofthePontiki
andMCMiningmines Northern Appalachiaiscomprised oftheMettiki Mountain
ViewandTunnel Ridgemines
Wehaveincluded Dotiki intheillinois BasinWeacknowledgethattheStaffexpressed
preliminary viewthatDotiki should bepresented asseparate segment However
management believes thatDotiki should beincluded inanypresentation oftheIllinois
Basin inparticular because ofthesignificant overlap ofcustomers Shipments onmany
ofourcoalsupplyagreements sourced fromtheIllinois Basin areroutinely substituted
between theIllinois Basin mines particularly between DotikiHopkins Pattiki and
Warrior Theoverlap ofcustomers requires significant coordination between theIllinois
Basinmines
Dotiki isthefirstmineoperated bythePartnership andhasthelargest coalreserve base
ofouractiveminesDotikis lowercostpertonreflects inparteconomies ofscalemade
possible byitslargereserve baseDotiki hasthehighestnumber ofminingunitswhich
contributes tooperating efficiencies WenotethatdespiteDotikis advantages with
economies ofscalewehavemadesignificant investments inallofourotherIllinois
Basinmines Significant investments inotherIllinois Basin mines include the
purchase ofHopkins in1998 thedevelopmentofthecurrent mineshaftaccess atthe
Pattiki mine thatwasnecessitated byfault line thatdividing Pattikis coalreserve base
thedevelopment ofGibson beginning in1999withfullyearproduction beginning in
2001and thepurchase ofWarrior in2003These investments reflect ourviewof
strong profitopportunities intheillinois Basinandcorresponding alocation of
resources totheillinois Basin
WeacknowledgethattheStaffexpressed preliminary viewthatitwould beappropriate
toaggregate Mettiki with theillinois Basin Assuming Dotiki isincluded intheIllinois

@31/2005 1455 9182957358 ALLIANCE COAL PAGE 04/07
Kimberly Calder
Assistant ChiefAccountant
March 2006
Page of
Basinwebelieve geographical considerations should factorintotheaggregation of
Mettiki Consequently Mettiki including Mountain Viewwhich willbethe
replacement ofMettiki Tunnel RidgeandPennRidge areaggregated asNorthern
Appalachia
Asdisclosed inprevious filings withtheSECMountain View iscurrently being
developed andwilleventually replace production fromthcMettikiminewhich is
expected todeplete itsreserves attheendof2006Wepurchased Tunnel Ridge in
January 2005 and inDecember 2005ournewlyformed subsidiary PennRidge entered
intocoal lease andsalesagreement withaffiliates ofAllegheny Energy IncThePenn
Ridge coalreserves are contiguous toTunnelRidge Coalreserves weretheprimary
assets purchased intheTunnel Ridgeacquisition Wehaveinitiated thepermitting
processforbothTunnel RidgeandPennRidgepropertiestoallowforthefuture
development ofthesemines Allthree of theseproperties are located inthe coal field
referred toasNorthern Appalachia andwebelieve thispresentation provides usersofthe
financial statements themostmeaningful aggregation
Regulation S-KItem101Considerations
Assuming theStaffs willnotobject tothesegment presentation asreflected inExhibit
webelieve thatourYear2005Form10-Kwillsatisfy therequirements ofItem .101
afteradding crossreference tothesegment disclosure noteinthe consolidated financial
statements
Conclusion
Inlightofthechiefoperating decision makers receipt of discrete financial information
formajority oftheyearin2005andasweconsider the objective andbasicprinciples of
SEAS 131inassisting usersoffinancial statements tobetter understand the
enterprises performance better assess itsprospects forfuture netcashflowsand
makemoreinformed judgments abouttheenterprise aswholewebelieve thatour
proposed segment aggregation represented bytheillinois Basin Central Appalachia and
Northern Appalachia provides the best viewthrough rnanagernentseyesandisthe
aggregation usersofthefinancial statements would mostexpectandtherefore findmost
useful
Please feelfree to callmeat918.295.7673 ifyouhaveanyquestions
Sincerely

83/09/2806 1455 9182957358 ALLIANCE COAL PAGE 06/07
Kimberly Cal der
Asitant ChiefAccountant
March 2006
Page of
Brian Cantrell
SeniorVicePresident and
ChiefFinancial Officer

83//28@E 1455 918257358 ALLIANCE COAL PAGE 86/87
Segment information
ThePartnership operates inthe eastern United States asproducerandmarketer of coal tomajor
United States utilities andindustrialusersalsolocated inthe eastern United States ThePartnership ha
thefollowing threereportable segments theIllinois Basin CentralAppalachiaandNorthern Appalachia
Thesegments alsorepresentti-icthreemajorcoaldepositsintheeastern United States Coalquality coal
seamhciht transportation methods andregulatory issues are similar within segmentTheIllinois Basin
iscomprised of theDotiki Gibson Hopkins Pattiki andWarrior mines CentralAppalachia iscomprised
ofthePntiki andMCMining mines Northern Appalachia iscomprised of theMettiki Mountain View
Tunnel Ridge andPennRidgemines TheMountain Viewmine iscurrently being devclopcdtoeventually
replace production fromtheMettiki mine which isexpected todeplete itscoal reserves inlate2006 The
Partnership isintheprocessofpermitting theTunnel RidgeandPennRidge properties forfuturemine
development
Operating segmentresults fortheyearsended December 31 2005 2004 and2002arcpresented below
OtherandCorporate includes marketing andadministrative expensestheMtVernon Transfer Terminal
andcoalbrokerage activity
Illinois Central Northern Other and
BasinAppalachia Appalachia Corporate Consolidated
inthousands
Operating segment results fortheyearendedDember 312005were asfollows
Totalrevenues 553908 157203 120423 7.184 838.718
Selectedproduction expenses 289720 94909 62425 3606 450660
Segment Adjusted EBITDA 183075 41583 36047 2.924 263.629
Total asSets274638 91853 73.789 92407 532.687
Capital expenditures 64521 21047 23.359 1.590 110517
Operating segmentresults fortheyearendedDecember 312004wereasfollows
Totalrevenues 391005 147.361 112251 2672 653.289
Selectedproduction expenses 224.540 98162 51304 585 374.59j
Segment Adjusted EBITDA34 121.763 28.953 41.141 1.431 193.288
Total assets 217072 64241 46168 85303 412784
Capital expenditures 32870 1.4465 6605 773 54.713
Operating segmentresults fortheyearended December 312003wereasfollows
Totalrevenues 328586 116443 89933 7785 542741
Selectedproduction expenses 184112 77.840 44.521 6748 313221
Segment Adjusted EBJTDA 9535 23962 27288 624 147225
Total assets 189.079 65395 43127 38853 336.454
Capital expenditures 26243 .1.2134 4408 219 43004
Revenues included intheOther andCorporate column areattributable to MtVernon Transfer Terminal transloading
revenuesandbrokerage coal sales
Selectedproduction expensesi5comprisedofoperating expensesandoutsidepurchases asreflected intheConsoiidatcd
Statements ofIncome excluding production taxesandroyaltiesthatarc incurred aspercentageof coal salesor
volumes

03/09/2008 1455 9182957358 ALLIANCE COAL PAGE 07/07
Segment adjusted EI3ITDA isdefined asnetincome before inconic taxexpense benefit tntercst expenseandinterest
income depreciation dcpletion andamortization andgeneral andadministrativeexpense
TheIllinois Basinsycar2004segment adjusted EBITDA includes $15.2million forthenetgainfrominsurance
settlement associated with the Dotiki FireIncident
YearEnded December 31
2005 2004 2003
inthousands
Reconciliation ofSegment Adjusted EBITDA toincome beforeincome taxes
TotalSegment Adjusted EBITDA 263.629 193288 147225
General administrative 33484 45400 28270
Depreciation depiction andamortization 55637 53664 52495
Interest expense 11816 14963 15981
Incone beforeincome taxes 162692 79261 50479
Reconciliation of Selected Production Expenses toCombinedOperating Expenses andOutside Purchases
Selected Production Expenses 450660 374591 313221
Production taxesandroyalties 85941 71793 64122
Combinedoperating expensesandoutside purchases 536601 $446384 377343

ALLIANCE RESOURCE
____PARTNERS L.R
Brian Cantrell
SeniorVicePresident and
ChiefFinancial Officer
918.295.7673
December 2005
MrBarryStem
Senior Assistant ChiefAccountant
United StatesSecurities andExchange Commission
Division ofCorporation Finance
100StreetN.E
Washington D.C20549-7010
RE Alliance Resource Partners L.P
Form10-KFiledMarch152005
FileNo0-26823
DearMrStem
Thisletter confirms myconversation withMsKimberly Calder onDecember 2005
acknowledging receiptofyourletterdatedNovember 172005inregard totheabove referenced
matter During ourconversation indicated thatAlliance Resource Partners L.Pwould provide
itsresponse nolaterthanFrdayDecember 162005 and MsCalder confirmed thatreceiptof
theresponse bythatdatewasacceptable
Please callmeat918.295.7673 ifyouhaveanyquestions
Sincerely/4
Brian Cantrell
SeniorVicePresident and
ChiefFinancial Officer
ccMsKimberly Calder
ViaFacsimile 202.772.9220
U\Cantrell Bnan\Correspondence\2005\12-02-05 LtrtoBarryStemSECdoc
1717SouthBoulder Suite600TulsaOklahoma 74119
Box22027TulsaOklahoma 74121-2027
Fax918295-7357

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
        February 27, 2006

via facsimile and U.S. mail

Mr. Joseph W. Craft III
Chief Executive Officer
Alliance Resource Partners, L.P.
1717 South Boulder Avenue, Suite 600
Tulsa, Oklahoma  74119

 Re: Alliance Resource Partners, L.P.
  Form 10-K for the Fiscal Year Ended December 31, 2004
Filed March 15, 2005
Letter dated February 14, 2006
  File No. 0-26823

Dear Mr. Craft:

We have reviewed your letter dated February 14, 2006.  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 comments are 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of 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.

Joseph W. Craft III
Alliance Resource Partners, L.P.
February 27, 2006 Page 2

Form 10-K for the year ended December 31, 2004

1. We have considered your response to our prior comment number 1 in our letter dated January 23, 2006.  We continue to believe that your three operating regions, Illinois, Kentucky and Maryland, are reporting segments for various reasons.

General.   A presumption exists that your CODM reviewed operating results on a
mine-by-mine basis, since the reports provided to your CODM included such information, whether or not it was used by your CODM.  See Question 15 in the FASB Staff Implementation Guide to SFAS 131.

Similar Economic Characteristics.   The average sales price per ton appears to
vary significantly, even taking into account the five year history provided in Exhibit A and the detail provided in the footnotes to Exhibit A.  As you noted, the two Kentucky mines had significantly higher sales prices than the other six mines.

As for Adjusted EBITDA, the range you describe in the last paragraph on page 4 of your letter dated February 14, 2006 is not narrow.  The high amount is 86% greater than the low amount for seven of the eight mines (Hopkins excluded).

Your example provided of the assignment of coal shipments under your centralized marketing function highlights that your Illinois mines, which all mine high sulfur, function many times together.  This may be true for other mines in similar geographic locations.

The nature of the products and services.   Based on disclosure in your Form 10-K
for the fiscal year ended December 31, 2004, we note that the products are different. Coal mined at the Illinois operating region (Dotiki, Warrior, Pattiki and Hopkins) is high sulfur; coal mined at the Kentucky operating region (Pontiki and MC Mining) is low sulfur; and coal mined at the Maryland operating region (Mettiki Complex) is medium sulfur.  Coal of differing sulfur levels are not similar for aggregation purposes.

As previously mentioned, Mettiki in Maryland appears to meet the quantitative thresholds in paragraph 18 of FAS 131 and does not appear to meet the aggregation criteria in order to combine with any of the other mines.  Hopkins does not appear to meet the quantitative thresholds in paragraph 18 of FAS 131, nor does it appear to meet the aggregation criteria in order to combine with the other Illinois mines.

Since it does not appear that you have met all the aggregation criteria detailed in SFAS 131, please revise your disclosures to provide segment data as discussed above.

Joseph W. Craft III
Alliance Resource Partners, L.P.
February 27, 2006 Page 3

You may contact Kimberly Calder at  (202) 551-3701 if you have questions
regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3740 with any other questions.

        S i n c e r e l y ,

        B a r r y  S t e m
Senior Assistant Chief Accountant

CORRESP
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filename1.htm

Correspondence

 VIA Facsimile

 March 16, 2006

 Kimberly Calder

 Assistant Chief Accountant

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-7010

RE:
Alliance Resource Partners, L.P.

 Form 10-K, Filed
March 15, 2005

 Letter dated February 27, 2006

 File No. 0-26823

 Dear Ms. Calder:

 On behalf of
Alliance Resource Partners, L.P. (the “Partnership”), we are responding to comments made by the accounting staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) (a) in a letter transmitted to
Mr. Joseph W. Craft II on February 27, 2006 and (b) during conference calls with certain members of the Partnership’s management on March 7, 2006.

 As discussed during our conference call, we confirm that our chief operating decision maker (“CODM”) received discrete financial information on a mine-by-mine basis for eleven months during the year 2005.
Modifications to reports received by our CODM were made as of December 31, 2005 that we believe eliminate discrete financial information on a mine-by-mine basis. Based on the changes to the reports currently received by our CODM and consistent
with our conversations, we understand that we may discuss with the Staff our view that for the year 2006 we have a single operating and reportable segment under SFAS 131, paragraph 10.

 As a result of our dialogue with the Staff, we confirm that the Partnership will provide segment disclosure in accordance with Statement of Financial Accounting Standard No. 131 Disclosures about Segment of an
Enterprise and Related Information (“SFAS 131”) in a note to its consolidated financial statements that will be included in its Year 2005 Form 10-K. The form of the segment disclosure is attached as Exhibit “A”.

 Kimberly Calder

 Assistant Chief Accountant

 March 16, 2006

  Page
 2
 of 5

 Proposed Segment Reporting Format

 As explained in the narrative contained in the proposed segment information note, the Partnership is presenting the following three segments: Illinois Basin, Central Appalachia and Northern Appalachia. The Illinois
Basin is comprised of the Dotiki, Gibson, Hopkins, Pattiki and Warrior coal mines. Central Appalachia is comprised of the Pontiki and MC Mining mines. Northern Appalachia is comprised of the Mettiki, Mountain View and Tunnel Ridge mines.

We have included Dotiki in the Illinois Basin. We acknowledge that the Staff expressed a preliminary view that Dotiki should be presented as a separate segment.
However, management believes that Dotiki should be included in any presentation of the Illinois Basin, in particular because of the significant overlap of customers. Shipments on many of our coal supply agreements sourced from the Illinois Basin are
routinely substituted between the Illinois Basin mines (particularly between Dotiki, Hopkins, Pattiki and Warrior). The overlap of customers requires significant coordination between the Illinois Basin mines.

 Dotiki is the first mine operated by the Partnership and has the largest coal reserve base of our active mines. Dotiki’s lower cost per ton reflects, in part,
economies of scale made possible by its large reserve base. Dotiki has the highest number of mining units which contributes to operating efficiencies. We note that despite Dotiki’s advantages with economies of scale, we have made significant
investments in all of our other Illinois Basin mines. Significant investments in other Illinois Basin mines include (a) the purchase of Hopkins in 1998, (b) the development of the current mine shaft access at the Pattiki mine that was
necessitated by a fault line that divides Pattiki’s coal reserve base, (c) the development of Gibson beginning in 1999 with full year production beginning in 2001, and (d) the purchase of Warrior in 2003. These investments reflect our
view of strong profit opportunities in the Illinois Basin and a corresponding allocation of resources to the Illinois Basin.

 We acknowledge that the Staff
expressed a preliminary view that it would be appropriate to aggregate Mettiki with the Illinois Basin. Assuming Dotiki is included in the Illinois Basin, we believe geographical considerations should factor into the aggregation of Mettiki.
Consequently, Mettiki (including Mountain View, which will be the replacement of Mettiki), Tunnel Ridge and Penn Ridge are aggregated as Northern Appalachia.

 As disclosed in previous filings with the SEC, Mountain View is currently being developed and will eventually replace production from the Mettiki mine, which is expected to deplete its reserves at the end of 2006. We purchased Tunnel Ridge
in January 2005 and in December 2005 our newly formed subsidiary, Penn Ridge, entered into a coal lease and sales agreement with affiliates of Allegheny Energy, Inc. The Penn Ridge coal reserves are contiguous to Tunnel Ridge. Coal reserves were the
primary assets purchased in the Tunnel Ridge acquisition. We have initiated the permitting process for both Tunnel Ridge and Penn Ridge properties to allow for the future development of these mines. All three of these properties are located in the
coal field referred to as Northern Appalachia and we believe this presentation provides users of the financial statements the most meaningful aggregation.

 Kimberly Calder

 Assistant Chief Accountant

 March 16, 2006

  Page
 3
 of 5

 Regulation S-K, Item 101 Considerations

 Assuming the Staff will not object to the segment presentation as reflected in Exhibit “A”, we believe that our Year 2005 Form 10-K will satisfy the
requirements of Item 101 after adding a cross reference to the segment disclosure note in the consolidated financial statements.

 Conclusion

 In light of the chief operating decision maker’s receipt of discrete financial information for a majority of the year in 2005 and as we
consider the objective and basic principles of SFAS 131 in assisting users of financial statements to (a) better understand the enterprise’s performance, (b) better assess its prospects for future net cash flows and (c) make more
informed judgments about the enterprise as a whole, we believe that our proposed segment aggregation represented by the Illinois Basin, Central Appalachia and Northern Appalachia provides the best view through management’s eyes and is the
aggregation users of the financial statements would most expect and, therefore, find most useful.

 ***

 Please feel free to call me at 918.295.7673 if you have any questions.

 Sincerely,

 /s/ Brian L. Cantrell

 Brian L. Cantrell

 Senior Vice President and

 Chief Financial Officer

 Exhibit “A”

 20. SEGMENT INFORMATION

 The Partnership operates in the eastern United States as a
producer and marketer of coal to major United States utilities and industrial users, also located in the eastern United States. The Partnership has the following three reportable segments: the Illinois Basin, Central Appalachia and Northern
Appalachia. The segments also represent the three major coal deposits in the eastern United States. Coal quality, coal seam height, transportation methods and regulatory issues are similar within each of these three segments. The Illinois Basin
segment is comprised of the Dotiki, Gibson, Hopkins, Pattiki and Warrior mines. Central Appalachia segment is comprised of the Pontiki and MC Mining mines. Northern Appalachia segment is comprised of the Mettiki, Mountain View, Tunnel Ridge and Penn
Ridge mines. The Mountain View mine is currently being developed to eventually replace production from the Mettiki mine, which is expected to deplete its coal reserves in late 2006. The Partnership is in the process of permitting the Tunnel Ridge
and Penn Ridge properties for future mine development.

 Operating segment results for the years ended December 31,
2005, 2004 and 2003 are presented below. Other and Corporate, includes marketing and administrative expenses, the Mt. Vernon Transfer Terminal and coal brokerage activity.

 Illinois

 Basin

 Central

 Appalachia

 Northern

 Appalachia

Other and
Corporate (1)

Consolidated

(in thousands)

 Operating segment results for the year ended December 31, 2005 were as follows:

 Total revenues

$
553,908

$
157,203

$
120,423

$
7,184

$
838,718

 Selected production expenses (2)

289,720

94,909

62,425

3,606

450,660

 Segment Adjusted EBITDA (3)

183,075

41,583

36,047

2,924

263,629

 Total assets

274,437

91,853

73,789

92,608

532,687

 Capital expenditures (4)

70,353

23,451

24,435

1,642

119,881

 Operating segment results for the year ended December 31, 2004 were as follows:

 Total revenues

$
391,005

$
147,361

$
112,251

$
2,672

$
653,289

 Selected production expenses (2)

224,540

98,162

51,304

585

374,591

 Segment Adjusted EBITDA (3)(5)

121,763

28,953

41,141

1,432

193,289

 Total assets

216,739

64,241

46,168

85,636

412,784

 Capital expenditures

32,870

14,465

6,605

773

54,713

 Operating segment results for the year ended December 31, 2003 were as follows:

 Total revenues

$
328,586

$
116,443

$
89,933

$
7,785

$
542,747

 Selected production expenses (2)

184,112

77,840

44,521

6,748

313,221

 Segment Adjusted EBITDA (3)

95,351

23,962

27,288

624

147,225

 Total assets

189,079

65,395

43,127

38,853

336,454

 Capital expenditures

26,243

12,134

4,408

219

43,004

(1)
Revenues included in the Other and Corporate column are attributable to Mt. Vernon Transfer Terminal transloading revenues and brokerage coal sales.

(2)
Selected production expenses is comprised of operating expenses and outside purchases (as reflected in the Consolidated Statements of Income), excluding production taxes and
royalties that are incurred as a percentage of coal sales or volumes.

(3)
Segment adjusted EBITDA is defined as net income before income tax expense (benefit), interest expense and interest income, depreciation, depletion and amortization, and general and
administrative expense.

(4)
Capital expenditures includes items received but not yet paid, which is disclosed as non-cash activity, purchase of property, plant and equipment in the supplemental cash flow
information in the Consolidated Statements of Cash Flows.

(5)
The Illinois Basin’s year 2004 segment adjusted EBITDA includes $15.2 million for the net gain from insurance settlement associated with the Dotiki Fire Incident.

Year Ended December 31,

2005

2004

2003

(in thousands)

 Reconciliation of Segment Adjusted EBITDA to net income:

 Segment Adjusted EBITDA

$
263,629

$
193,289

$
147,225

 General & administrative

(33,484
)

(45,400
)

(28,270
)

 Depreciation, depletion and amortization

(55,637
)

(53,664
)

(52,495
)

 Interest expense

(11,816
)

(14,963
)

(15,981
)

 Income taxes

(2,682
)

(2,641
)

(2,577
)

 Net Income

$
160,010

$
76,621

$
47,902

 Reconciliation of Selected Production Expenses to Combined Operating Expenses and Outside Purchases:

 Selected Production Expenses

$
450,660

$
374,591

$
313,221

 Production taxes and royalties

85,941

71,793

64,122

 Combined operating expenses and outside purchases

$
536,601

$
446,384

$
377,343

CORRESP
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SEC Letter

 February 14, 2006

 Via EDGAR and Facsimile

 Ms. Kimberly Calder

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-7010

RE:
Alliance Resource Partners, L.P.

 Form
10-K, Filed March 15, 2005

 Letter dated January 23, 2006

 File No. 0-26823

 Dear Ms. Calder:

 On
behalf of Alliance Resource Partners, L.P. (the “Partnership”), we are responding to observations made by the accounting staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) transmitted to
Mr. Joseph W. Craft III on January 23, 2006 regarding the above-captioned Form 10-K for the fiscal year ended December 31, 2004, as amended on August 16, 2005 (the “2004 Form 10-K”), which followed the Staff’s
previous letter, dated November 17, 2005, and the Partnership’s response thereto, dated January 9, 2006. We welcome the continued dialogue with the Staff in our collective effort to ensure the Partnership’s compliance with
applicable disclosure requirements and to enhance the overall disclosure in the Partnership’s filings.

 In our response below, we will first address
issues raised by the Staff concerning our 2004 Form 10-K. Second, we will address issues related to our Form 10-K for the fiscal year ended December 31, 2005 (the “2005 Form 10-K”).

 2004 Form 10-K

 As stated in our initial response
letter dated January 9, 2006, while each of the Partnership’s individual mines may be considered a component of the Partnership that engages in business activities from which it earns revenues and incurs expenses and for which discrete
financial information is available, the Partnership’s operating results for 2004 were not regularly reviewed on a mine-by-mine basis by the chief operating

 Kimberly Calder

 Senior Assistant Chief Accountant

 February 14, 2006

  Page
 2
 of 8

decision maker (“CODM”), Mr. Joseph W. Craft III, the Partnership’s President and Chief Executive Officer, to make resource
allocation decisions and assess performance. The CODM’s focus is designed to ensure that the Partnership meets its primary business objective of achieving sustainable, capital-efficient growth in consolidated cash flows that will allow for
increasing distributions by the Partnership to its unitholders. In attempting to meet this objective, the CODM manages the Partnership on an enterprise-wide basis for purposes of allocating resources and assessing performance. The CODM’s
operating decisions are made from a market-based perspective and reflect a long-term view of U.S. coal production in each of the major Eastern U.S. coal fields. The Partnership’s presence in these producing areas allows the CODM to maintain a
macro view of these coal markets as a whole.

 We also noted that the Partnership’s marketing function is centralized rather than conducted on a
mine-by-mine basis and that day-to-day management of the Partnership’s coal production operations is decentralized, with the CODM focusing on key operating metrics to monitor the ability of mine personnel to effectively minimize controllable
costs and maximize productivity.

 Although our CODM manages the Partnership on an enterprise-wide basis for purposes of allocating resources and assessing
performance, as of December 31, 2004, the CODM did receive financial information on a monthly basis which included discrete operating results for each of its eight mines. The CODM’s receipt of reports with discrete financial information
was a matter of convenience since he was using reports prepared in formats that are standard accounting department reports. The CODM used selected information from these reports for the purpose of allocating resources and assessing performance.
Based on the information used by the CODM in his decision making process, our initial response was predicated on the belief that the Partnership’s separate mining operations did not meet the definition of operating segments under the provisions
of paragraph 10 of Statement of Financial Accounting Standard No. 131, Disclosures about Segments of an Enterprise and Related Information (as amended) (“SFAS 131”). Consequently, we did not believe that providing an
aggregation analysis under the provisions of paragraph 17 of SFAS 131 was necessary in our initial response.

 In light of the comments contained in your
January 23, 2006 letter, however, the Partnership now understands that, as of December 31, 2004, the Staff considers each of our eight mines to be operating segments under paragraph 10 of SFAS 131. We believe that the Partnership’s
mining operations were appropriately aggregated in 2004 as a single reportable segment under the provisions of paragraph 17 of SFAS 131. Our analysis supporting this belief is provided below.

 In light of the CODM’s receipt of mine-by-mine discrete operating results (average sales prices and Adjusted EBITDA) as of December 31, 2004, we have
identified eight operating segments (Dotiki complex, Warrior complex, Hopkins County Coal complex, Pattiki complex, Gibson complex, Pontiki complex, MC Mining complex and Mettiki

 Kimberly Calder

 Senior Assistant Chief Accountant

 February 14, 2006

  Page
 3
 of 8

complex) under SFAS 131 and have aggregated these operating segments into one reporting segment under the provisions of paragraph 17 of that statement.

 Paragraph 17 of SFAS 131 states the following:

 “Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics. For example, similar long-term average gross margins for two operating segments would be
expected if their economic characteristics were similar. Two or more operating segments may be aggregated into a single operating segment if aggregation is consistent with the objective and basic principles of this Statement, if the segments have
similar economic characteristics and if the segments are similar in each of the following areas:

a.
The nature of the products and services

b.
The nature of the production processes

c.
The type or class of customer for their products and services

d.
The methods used to distribute their products or provide their services

e.
If applicable, the nature of the regulatory environment, for example, banking, insurance, or public utilities.”

 Our analysis below addresses each of these aggregation criteria in turn:

 Similar Economic Characteristics. Exhibit “A” sets forth, on a mine-by-mine basis, average sales prices and Adjusted EBITDA
Margins for the years 2000 to 2004. As discussed above, although not used as the basis for allocating resources or assessing performance, Adjusted EBITDA Margin is the profitability measure received by the CODM for the years 2000 to 2004. The
Partnership has a strategy of maintaining a significant long-term contract position for both its sales tonnage and total coal sales. While this strategy has enhanced our overall operating efficiency, financial stability and consolidated
profitability by providing greater predictability of coal sales volumes and prices, it also results in variability of average sales prices and Adjusted EBITDA Margins at individual mining operations. The period to period financial results of an
individual mining operation is significantly impacted by the timing of legacy contract renewals, entering into new long-term contracts at current market terms, application of market re-opening provisions in existing long term sales contracts, and
opportunities to sell coal into spot markets. As a result of this mix of legacy and current coal supply agreements, some inherent variability in average sales prices and Adjusted EBITDA Margins between periods at individual mines and between mines
is expected. Despite the variability that may result at individual mining operations, these contract mix and marketing decisions made by the CODM are consistent with his long-term view of the Eastern U.S. coal markets and the objective of generating
sustained growth in consolidated cash flow. Consequently, timing differences in average sales price and Adjusted EBITDA

 Kimberly Calder

 Senior Assistant Chief Accountant

 February 14, 2006

  Page
 4
 of 8

Margins at a particular operation would not change the CODM’s decision process for allocating resources and assessing performance.

 Variability in Adjusted EBITDA Margins between periods and between mines is also attributable to the Partnership’s centralized marketing function. As
previously explained, the centralized marketing function allows the CODM to allocate coal shipments between the Partnership’s various mining operations to meet the demands of customers based on the shipment mix that maximizes consolidated cash
flows. Assigning coal shipments in this manner to maximize overall Partnership financial results can and does result in variability to financial performance as the profitability of an individual mine(s) may be penalized with a corresponding benefit
realized by another mine(s). Consequently, variability in average sales prices and Adjusted EBITDA Margins resulting from the allocation of coal shipments to or from a particular mining operation would not change the CODM’s decision process for
allocating resources and assessing performance.

 An example of the assignment of coal shipments under our centralized marketing function is
the routine reallocation of the Partnership’s various coal supply agreements with the Tennessee Valley Authority (“TVA”). The Partnership has several coal supply agreements with TVA, each with varying terms and conditions. The
shipment of coal sales volumes under these various coal supply agreements are routinely allocated between the Dotiki, Warrior Coal, Hopkins County Coal and Pattiki complexes. With the objective of maximizing the Partnership’s consolidated cash
flows, these allocations are made to address operational or logistical issues that arise from time to time at these complexes. Additionally, allocations between these complexes are made to accommodate requests from TVA that result from operational
or logistical issues that arise at the various TVA power plants serviced by the Partnership.

 In the FASB Implementation Guide, Segment
Information – Guidance on Applying Statement 131, Q&A #8 notes the following:

 “Statement 131 states that operating segments
are considered to be similar if they can be expected to have essentially the same future prospects. Therefore, the similarity of the economic characteristics should be evaluated based on future prospects and not necessarily on the current
indicators only.”

 As noted in Exhibit “A”, the 2000 – 2004 average sales price for six of the Partnership’s mines
are within a very narrow range of $22.89 to $25.66 and the remaining two mines, both of which had average sales prices of approximately $32.00, were considered to be similar to the others. The Adjusted EBITDA Margin for the five years is within a
narrow range for seven of the eight mines,

 Kimberly Calder

 Senior Assistant Chief Accountant

 February 14, 2006

  Page
 5
 of 8

ranging from 4.15 to 7.71. The only mine not within this narrow range is Hopkins, which was temporarily idled as explained on Exhibit “A”.
Therefore, we believe that the long-term Adjusted EBITDA Margin is similar.

 We believe, therefore, that the Partnership’s average
sales prices and Adjusted EBITDA Margins are consistent with expectations for coal production in the Eastern U.S. coal fields and meet the similar economic characteristic criteria. Exhibit “A” is provided under separate cover together with
a request under Regulation 200.83 that such information be held in confidence by the SEC.

 We also believe that qualitative issues should be
considered in assessing the economic characteristics of our coal operations. Our coal operations are operated in a similar manner and face similar competitive and operating risks. Our coal mines all have a high level of fixed and semi-fixed costs.

 Additionally, our coal mines are capital intensive. Significant ongoing capital allocations are required to maintain our existing
facilities and continue coal production. The major pieces of mining equipment require routine replacement and/or significant rebuilds. For example, the cost of each routine rebuild, which are scheduled every two to three years, of a continuous
mining unit approaches $1 million. In addition, the cost of each routine rebuild of support equipment can cost several hundred thousand dollars. Consequently, a significant portion of our annual capital commitments are non-discretionary and are
associated with the CODM’s commitment to maintaining production from each of our existing operating regions.

 The nature of the
products and services. The Partnership produces and markets bituminous coal in the Eastern United States. There is no natural segregation among the way the coal is produced, the type of coal produced, where the coal is produced or to whom
the coal is sold, on a mine-by-mine basis or otherwise, indicating that aggregation of the Partnership’s operations would be appropriate under SFAS 131.

 The nature of the production processes. The Partnership is almost exclusively an underground coal producer, utilizing underground mining processes typical in the Eastern United States All of the
Partnership’s operations are union-free with similar pay and benefit packages. Each of the Partnership’s coal mining operations are subject to similar revenue and/or production based taxes (e.g. black lung tax, reclamation tax and
royalties).

 The Partnership does have two surface operations, both of which are immaterial to its consolidated financial results. One of
the surface operations, at the Hopkins County Coal complex, depleted its active mining area in December 2005. The Hopkins County Coal complex is transitioning to an underground mine, referred to as Elk Creek, in 2006. The other remaining surface
operation is a support mine

 Kimberly Calder

 Senior Assistant Chief Accountant

 February 14, 2006

  Page
 6
 of 8

at the Mettiki complex, which is principally an underground operation, which produced 34,000 and 134,000 tons of coal in 2004 and 2005, respectively, and is
expected to produce of approximately 144,000 tons of coal in 2006.

 The type and class of customer for products and services.
The Partnership’s customers are almost exclusively power generators. In 2004, 79% of the Partnership’s coal sales tonnage was consumed by electric utilities for electricity generation with the remaining coal sales consumed almost entirely
by cogeneration plants and industrial users for power generation. The Partnership’s customers are focused on the delivered cost per million BTU, with the result that the Partnership competes with coal sourced by utilities from various
geographic regions in the United States. In many cases, the Partnership’s customers do not purchase coal from a single mine or group of mines, and, in fact, frequently, production from more than one of the Partnership’s mines may be used
to satisfy any particular customer’s requirements.

 The methods used to distribute products or services. The
Partnership’s coal is shipped by rail, truck or barge or a combination of these means of transportation. The Partnership uses similar methods of transportation at all of its various mining operations to distribute its coal.

 The nature of the regulatory environment. The Partnership’s mining operations are subject to similar local, state and federal
regulatory frameworks. These regulatory frameworks include, but are not limited to, (i) administration of safety and health standards by the Mine Safety and Health Administration and similar regulatory agencies in each state, (ii) the
Surface Mining Control and Reclamation Act that requires that comprehensive environmental protection and reclamation standards be met during the course of and upon completion of mining activities, (iii) the Federal Black Lung Benefit

CORRESP
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Correspondence Filing

 January 9,
2006

 Mr. Barry Stem

 Senior Assistant Chief Accountant

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-7010

RE:
Alliance Resource Partners, L.P.

 Form
10-K, Filed March 15, 2005

 File No. 0-26823

 Dear Mr. Stem:

 By letter, dated November 17, 2005, you, on behalf of the accounting staff (the
“Staff”) of the Securities and Exchange Commission (the “SEC”), requested certain business or accounting records of Alliance Resource Partners, L.P. (the “Partnership”) in order to understand our single reportable
segment accounting presentation. The Staff requested that the Partnership explain how our chief operating decision maker reviews the Partnership’s financial results for purposes of making financial decisions about allocating resources and
assessing performance. This letter sets forth the Partnership’s basis for its conclusion that, as a producer and marketer of bituminous coal to power generators located in the Eastern United States, the Partnership has a single reportable
segment in accordance with the requirements of Statement of Financial Accounting Standards No. 131 Disclosures about Segments of an Enterprise and Related Information (as amended) (“SFAS No. 131”). For ease of reference,
we have set forth below the comment contained in your letter of November 17, 2005, in its entirety, and have presented our response immediately thereafter.

Staff Comment No. 1:

 Form 10-K for the year ended December 31, 2004

1.
We note that all of your coal mining operations are reported as one business segment. Explain to us in detail how your chief operating decision maker reviews the Company’s
financial results for purposes of making financial decisions about allocating resources and for purposes of assessing performance. Provide to us copies of the December 31, 2004 reports of financial results that your chief

 Mr. Barry Stem

 Senior Assistant Chief Accountant

 January 9, 2006

 Page 2 of 11

 operating decision maker reviewed for purposes of making financial decisions about allocating
resources and for purposes of assessing performance.

 If these
reports included information on a mine-by-mine basis, each mine would likely be considered an operating segment under paragraph 10 of SFAS 131. To determine whether such operating segments then qualify for aggregation under paragraph 17, we would
need the analysis requested. If such reports do not include information on a mine-by-mine basis, such analysis is not required. If required, we would expect this analysis to include a tabular presentation that includes the following information:

 List each of your mines and support your aggregation of these
operations under paragraph 17 of SFAS 131. Address each of the following:

 Identify the economic characteristics that are similar.

 Explain in detail why the economic characteristics are relevant to the operating segments and how they are similar.

 Explain how the economic characteristics are similar for all components in each aggregated group.

 Identify each of the five areas of similarity required for aggregation
under paragraph 17 of SFAS 131.

 Explain the manner in
which each of the five areas identified in paragraph 17 of SFAS 131 are similar for each segment aggregated and why.

 Note that your analysis should be by mine. We would expect for you to identify the operating statistics that you use to evaluate each mine and provide a
schedule that identifies these measures over the past five years. State whether these trends by mine, are expected to continue. Additionally, address the economics of each operation in terms of the coal and gas deposits that you are extracting, the
methods used to extract it, the shape and distribution of the deposit, and the expected life of your proven and probable or proved reserves. Also address each encumbering commitments, such as royalties and their impact on the economics of the mining
operation.

 Response to Staff Comment 1:

 Summary Response

 The objective of SFAS No. 131 is to provide users of financial statements with
information that will provide a means to (i) better understand the performance of an

 Mr. Barry Stem

 Senior Assistant Chief Accountant

 January 9, 2006

 Page 3 of 11

enterprise, (ii) better assess the prospects for an enterprise’s future net cash flows and (iii) make informed judgments about an enterprise
as a whole. In meeting these objectives, SFAS No. 131 requires the presentation of information that reflects the structure of the entity’s internal organization and is consistent with the way in which management makes operating decisions
and assesses performance.

 Based on this analysis, management believes that the
Partnership’s presentation of a single reportable segment meets both the objective and the technical requirements of SFAS No. 131. Paragraph 10 of SFAS No. 131 defines an operating segment as a component of an enterprise:

 (a) That engages in business activities from which it may earn revenues
and incur expenses (including revenues and expenses relating to transactions with other components of the same enterprise),

 (b) Whose operating results are regularly reviewed by the enterprise’s chief operating decision maker to make decisions about resources to be
allocated to the segment and assess its performance, and

 (c)
For which discrete financial information is available.

 While each of the
Partnership’s individual mines may be considered a component of the Partnership that engages in business activities from which it earns revenues and incurs expenses and for which discrete financial information is available, the
Partnership’s operating results are not regularly reviewed on a mine-by-mine basis by the Partnership’s chief operating decision maker to make resource allocation decisions and assess performance. The Partnership defines discrete financial
information as revenue and profit or loss margin information. Mr. Joseph W. Craft III, the Partnership’s President, Chief Executive Officer and chief operating decision maker, does not use such information to make decisions related to
the allocation of resources or to assess the performance of the Partnership’s separate mining operations. Therefore, as discussed below, effective December 31, 2005, reports regularly reviewed by Mr. Craft include discrete financial
information only on a consolidated basis.

 To substantiate our conclusion that
the Partnership’s presentation of a single reportable segment is consistent with the general objectives and appropriate under the technical requirements of SFAS No. 131, we will discuss the way management analyzes:

•

Marketing Decisions

•

Operational Decisions

•

Informational Requirements of the Financial Community

 Mr. Barry Stem

 Senior Assistant Chief Accountant

 January 9, 2006

 Page 4 of 11

 As part of our discussion, we have outlined the reports regularly received by Mr. Craft and summarize the manner
in which these reports are used in his analysis and decision making processes.

 Discussion

 Marketing Decisions. We believe the Partnership makes marketing decisions consistent with single reportable segment financial reporting.
Mr. Craft’s management focus is designed to insure that the Partnership meets its primary business objective of achieving sustainable, capital-efficient growth in consolidated cash flow, which will allow for increasing distributions by the
Partnership to its unitholders. In attempting to meet this objective, Mr. Craft manages the Partnership on an enterprise-wide basis for purposes of allocating resources and assessing performance. Mr. Craft’s operating decisions are
made from a market-based perspective and reflect a long-term view of the (i) movement of U.S. coal production into coal markets, particularly those in the Eastern-half of the United States, (ii) current and anticipated demand for the
Partnership’s coal production, and (iii) the Partnership’s ability to supply coal production to meet this demand. The Partnership’s organizational structure is, therefore, designed to provide this operational flexibility. The
Partnership’s operations produce bituminous coal and are located in the Eastern U.S. coal field. The Partnership’s presence in this producing area allows Mr. Craft to maintain a macro view of the coal markets as a whole in this
geographical area.

 Reflecting Mr. Craft’s view of its coal
operations, the Partnership’s marketing function is centralized thereby allowing Mr. Craft to insure that the Partnership as a whole is able to meet the demands of customers in and across various markets. With centralized marketing, the
Partnership is able to allocate coal shipments between the Partnership’s various mining operations to its various customers across the Eastern United States based on the shipment mix that maximizes consolidated cash flows. Assigning coal
shipments in this manner to maximize overall Partnership financial results can and does penalize the profitability of an individual mine(s) with a corresponding benefit for another mine(s). Consequently, Mr. Craft uses consolidated
profitability as a measure to assess performance or for purposes of making resource allocation decisions.

 As summarized below, the attached Exhibit “A” contains examples of the reports used by Mr. Craft for making marketing decisions. Exhibit “A” is provided under separate cover together with a
request under Regulation 200.83 that such information be held in confidence by the SEC. These reports are:

 Sales Production Forecast – (Exhibits “A-1-A” and “A-1-B”): Attached are examples of a report published weekly that
provides budgeted and actual production statistics, plant recovery, saleable product, coal inventories and revenues. This report also reflects sales by coal quality, customer contract and spot market (i.e., “unidentified” or
“UI”) and the

 Mr. Barry Stem

 Senior Assistant Chief Accountant

 January 9, 2006

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transfer of coal sales between mines. Mr. Craft uses this report to monitor coal production, coal inventory, coal available for sale, and coal flows
between our mines and to our customers. Mr. Craft also uses the revenue information contained in the report to determine if, on an enterprise-wide basis, consolidated revenues for a particular quarter are on track to meet consolidated financial
guidance provided to the investment community and internal expectations for consolidated cash flow requirements.

 Exhibit “A-1-A” is the report Mr. Craft reviewed for the period ended December 31, 2004. Although this report includes discrete
financial information for individual mining operations, Mr. Craft does not use such information in his decision making process for allocating resources or assessing performance. Therefore, effective December 31, 2005, discrete financial
information for individual mines has been removed from the report as indicated by the mark-up of the recent 2005 report reflected in Exhibit “A-1-B”. Please note that certain customer pricing information that reflects current estimated
market prices will be retained in this report. These price estimates are indicators of current market conditions, do not include the impact of premium or penalty adjustments for coal quality, and are not used for determining either actual or
forecasted revenues in accordance with generally accepted accounting principles.

 Coal Sales By Customer – (Exhibits “A-2-A” and “A-2-B”): This report is published monthly and provides actual and budgeted tons of coal sold, contracted and spot, and revenues by
customer. Mr. Craft uses this report to monitor the status of tons of coal sold to our contracted customers and the spot market.

 Exhibit “A-2-A” is the report Mr. Craft reviewed for the period ended December 31, 2004. Although this report includes discrete
financial information for individual mining operations, Mr. Craft does not use such information in his decision making process for allocating resources or assessing performance. Therefore, effective December 31, 2005, discrete financial
information for individual mines has been removed from the report as indicated by the mark-up of the recent 2005 report reflected in Exhibit “A-2-B”. As a result of the modifications to this report, Mr. Craft reviews consolidated
information on a customer-by-customer basis for (i) budgeted contract sales, (ii) spot/planned/unidentified sales and (iii) operating revenues.

Operating Plan Revenue Forecast – (Exhibits “A-3-A” and “A-3-B”): This report is published periodically during the year
and reflects estimates over a five year plan horizon for coal sales, revenue, sales by customer and committed/uncommitted tons on a consolidated and individual mine

 Mr. Barry Stem

 Senior Assistant Chief Accountant

 January 9, 2006

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basis. (Please note that Exhibits “A-3-A” and “A-3-B” contains information for the Dotiki mine, which information is representative of
the information included in the report for each of the Partnership’s mining operations.) Mr. Craft uses this report to monitor consolidated revenue estimates, coal sales activity updates from the previous report, coal inventory levels and
unsold coal positions based on projected coal production.

 Exhibit “A-3-A” is the report Mr. Craft reviewed for the period ended December 31, 2004. Although this report includes discrete financial information for individual mining operations, Mr. Craft does not use such
information in his decision making process for allocating resources or assessing performance. Therefore, effective December 31, 2005, discrete financial information for individual mines has been removed from the report as indicated by the
mark-up of the recent 2005 report reflected in Exhibit “A-3-B”.

 Marketing Report (Exhibit “A-4”): This report initially was created in 2005 and is published monthly to reflect sales and marketing opportunities currently under evaluation by the Partnership, the
status of discussions with existing and potential customers and graphical summaries of marketing data for the prior two months. Mr. Craft uses this report to stay apprised of market trends, customer opportunities and positioning within the
eastern U.S. coal markets. This report does not contain discrete financial information for the Partnership’s separate mining operations.

 Operational Decisions. We believe the way the Partnership makes decisions regarding its coal production is consistent with single reportable segment
financial reporting. Given the Partnership’s commitment to maintaining operational flexibility as a foundation to maximize the Partnership’s consolidated cash flows, the focus for the Partnership’s operations group is on minimizing
controllable costs while maximizing productivity on an aggregate basis. Day-to-day management of the Partnership’s coal production is decentralized, with oversight from Mr. Craft and the Partnership’s chief operating officer.
Mr. Craft focuses on key operating metrics to monitor the ability of mine personnel to effectively minimize controllable costs and maximize productivity.

As summarized below, the attached Exhibit “B” contains examples of the reports used by Mr. Craft for making operational decisions. Exhibit “B”
is provided under separate cover together with a request under Regulation 200.83 that such information be held in confidence by the SEC. These reports are:

 Daily Mine Loading Reports (Exhibit “B-1”): Attached are representative examples of the 2005 versions of these reports as reviewed by
Mr. Craft

 Mr. Barry Stem

 Senior Assistant Chief Accountant

 January 9, 2006

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for the period ended December 31, 2004. These reports are published daily by each mine, which allows Mr. Craft to monitor coal inventory levels,
daily and month-to-date production statistics by unit shift, daily and month-to-date saleable yield statistics, daily