SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 September 8, 2025

Todd Telesz
Chief Financial Officer
Hallador Energy Co
1183 East Canvasback Drive
Terre Haute, Indiana
47802

 Re: Hallador Energy Co
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed March 17, 2025
 File No. 001-34743
Dear Todd Telesz:

 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
cc: Sean Ewen
</TEXT>
</DOCUMENT>

CORRESP
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 ​ August 28, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Hallador Energy Company Form 10-K for the Fiscal Year Ended December 31, 2024 File No. 001-34743 Attn: Yong Kim Karl Hiller John Coleman Office of Energy & Transportation ​ Dear Mr. Kim, Mr. Hiller, and Mr. Coleman: This letter is in response to the comment letter dated August 6, 2025, from the Staff of the Division of Corporation Finance with respect to the Form 10-K for the fiscal year ended December 31, 2024 filed March 17, 2025 (the “2024 Form 10-K”) of Hallador Energy Company (the “Company”). 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 responses below each such comment. Properties, page 39 1. We note that you include a comparison of proven and probable mineral reserves for the Oaktown Mining Complex on page 49, which indicates reserves decreased from 60.7 million tons at December 31, 2023 to 34.5 million tons at December 31, 2024, although the disclosure does not include the required explanations. ​ Please expand your comparison of mineral reserves to include the information prescribed by Item 1304(e)(2) and (4) of Regulation S-K, i.e. specifying the net difference between the two years as a percentage of the earlier amount, and indicating the extent to which the change is attributable to depletion, production, ​ ​ changes in the mining methods or model utilized for estimation, and changes in commodity prices, operating costs, and acquisitions or disposals, as appropriate. ​ Please also revise your disclosures on pages 47, 48 and 50, referencing Exhibits 99.1 and 99.2 for an updated technical report summary regarding your estimates of mineral reserves prepared by the qualified person, and a March 7, 2025 letter from the qualified person, as these appear to be inaccurate; we see that you filed a report at Exhibit 96.1 although this does not appear to include the letter. ​ Response: We acknowledge the Staff’s comment and will revise our disclosures in future filings, beginning with the Company’s Form 10-K for the fiscal year ending December 31, 2025 (the “2025 Form 10-K”),  to comply with Item 1304(e)(2) and (4) of Regulation S-K. Specifically, we will: ● Include a quantitative comparison of mineral reserves at Oaktown Fuels No. 1 Mine and Oaktown Fuels No. 2 Mine. ​ ● Expand our disclosure to explain that the decrease in mineral reserves is primarily attributable to: ​ - Depletion through ordinary mining operations and inventory sales, and ​  - A reevaluation of the life-of-mine plan for the Underground Oaktown operations, which resulted in substantial revisions to the Oaktown Fuels No. 2 mine. ​ For illustrative purposes, we have set forth below the revisions we would have made in our 2024 Form 10-K, which we will replicate in our 2025 Form 10-K at the beginning of next year: Oaktown Fuels No. 1 Mine o As of December 31, 2024, the assigned and accessible reserve base for the Oaktown Fuels No. 1 Mine contains 28.4 million tons of recoverable Indiana V seam coal, of which 28.4 million tons are currently permitted compared to 34.1 million tons as of December 31, 2023. This represents a 16.7% decrease year-over-year.  This decrease is the result of depletion through ordinary mining operations and inventory sales. Oaktown Fuels No. 2 Mine o As of December 31, 2024, the assigned and accessible reserve base for the Oaktown Fuels No. 2 Mine contains 6.1 million tons of recoverable Indiana V seam coal, of which 5.4 million tons are currently permitted compared to 26.6 million tons as of December 31, 2023. This represents 2 ​ a 77.1% decrease year-over-year. This decrease is the result of reevaluation of the life-of-mine plan for the underground Oaktown operations resulting in substantial revisions to the Oaktown Fuels No. 2 Mine. ​ We confirm that the references to the technical report summary on pages 47, 48, and 50 are applicable. We will revise the Table of Contents in the 2025 Form 10-K to correctly reference Exhibit 96.1 as the location of the updated technical report summary prepared by the qualified person. Additionally, any updated letter from the qualified person will be filed separately as Exhibit 96.2. ​ Financial Statements Note 1 – Summary of Significant Accounting Policies Long-term Contracts, page 74 ​ 2. We note your disclosures indicating the number of customers associated with 89% of delivered energy revenue, 88% of capacity revenue, and 94% of third-party coal sales, where revenues derived from such customers individually were 10% or more of total revenues for the classification; and it appears that you have taken a similar approach in formulating the significant customer disclosures on pages 23 and 51. ​ Please expand your disclosures to indicate the amount of revenue for each customer that accounts for 10 percent or more of the total and to specify the segment in which the revenue is reported to comply with FASB ASC 280-10-50-42. ​ Response : We acknowledge the Staff’s comment and appreciate the guidance regarding our significant customer disclosures. We will revise our disclosures in future filings, beginning with our 2025 Form 10-K, to comply with FASB ASC 280-10-50-42 by: ● Identifying each customer whose revenues individually accounted for 10% or more of total revenues within each revenue classification (delivered energy, capacity, and third-party coal sales), ● Disclosing the specific amount of revenue attributable to each such customer, and ​ ● Specifying the segment in which the revenue is reported. 3 ​ ​ An example template of the proposed disclosure table is presented below: ​ ​ ​ Year Ended ​ ​ Segment December 31, 2025 December 31, 2024 ​ Customer A Electric Operations ​ ​ Customer B Electric Operations ​ ​ Customer C Coal Operations ​ ​ ​ We confirm that similar disclosures on pages 23 and 51 will also be updated for consistency in future filings, beginning with our 2025 Form 10-K. We appreciate the staff’s review and comments. Should you have any further questions or require additional information, please do not hesitate to contact Todd Telesz, Chief Financial Officer, at 720-738-9136 or TTelesz@halladorenergy.com. Sincerely, /s/ Todd E. Telesz ​ Todd E. Telesz Chief Financial Officer Hallador Energy Company 4

CORRESP
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 Hallador Energy Company 1183 East Canvasback Drive Terre Haute, Indiana 47802 ​ August 12, 2025 VIA EDGAR Division of Corporation Finance Office of Energy & Transportation U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 ​ Attention: Yong Kim Karl Hiller John Coleman ​ Re: Hallador Energy Company Form 10-K for the Fiscal Year ended December 31, 2024 Filed March 17, 2025 File No. 001-34743 Dear Messrs. Kim, Hiller and Coleman: On behalf of Hallador Energy Company (the “ Compan y ”), we submit this letter in response to the letter, dated August 6, 2025 (the “ Comment Letter ”), from the staff of the U.S. Securities and Exchange Commission, regarding the Company’s Form 10-K for the fiscal year ended December 31, 2024, filed on March 17, 2025. We are working expeditiously to respond to the Comment Letter. We respectfully request an additional extension of time to respond to the inquiries contained in the Comment Letter. We currently anticipate submitting a response to the Comment Letter on or before August 29, 2025. Please do not hesitate to contact me at (720)  253-5144 with any concerns you may have regarding the timetable described above. ​ Thank you for your consideration ​ Very truly yours, /s/ Todd Telesz ​ Todd Telesz

<DOCUMENT>
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<FILENAME>filename2.txt
<TEXT>
 August 6, 2025

Todd Telesz
Chief Financial Officer
Hallador Energy Co
1183 East Canvasback Drive
Terre Haute, Indiana
47802

 Re: Hallador Energy Co
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed March 17, 2025
 File No. 001-34743
Dear Todd Telesz:

 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, page 39

1. We note that you include a comparison of proven and probable mineral
reserves for
 the Oaktown Mining Complex on page 49, which indicates reserves
decreased from
 60.7 million tons at December 31, 2023 to 34.5 million tons at December
31, 2024,
 although the disclosure does not include the required explanations.

 Please expand your comparison of mineral reserves to include the
information
 prescribed by Item 1304(e)(2) and (4) of Regulation S-K, i.e. specifying
the net
 difference between the two years as a percentage of the earlier amount,
and indicating
 the extent to which the change is attributable to depletion, production,
changes in the
 mining methods or model utilized for estimation, and changes in
commodity prices,
 operating costs, and acquisitions or disposals, as appropriate.
 August 6, 2025
Page 2

 Please also revise your disclosures on pages 47, 48 and 50, referencing
Exhibits 99.1
 and 99.2 for an updated technical report summary regarding your
estimates of mineral
 reserves prepared by the qualified person, and a March 7, 2025 letter
from the
 qualified person, as these appear to be inaccurate; we see that you
filed a report at
 Exhibit 96.1 although this does not appear to include the letter.

Financial Statements
Note 1 - Summary of Significant Accounting Policies
Long-term Contracts, page 74

2. We note your disclosures indicating the number of customers associated
with 89% of
 delivered energy revenue, 88% of capacity revenue, and 94% of
third-party coal sales,
 where revenues derived from such customers individually were 10% or more
of total
 revenues for the classification; and it appears that you have taken a
similar approach
 in formulating the significant customer disclosures on pages 23 and 51.

 Please expand your disclosures to indicate the amount of revenue for
each customer
 that accounts for 10 percent or more of the total and to specify the
segment in which
 the revenue is reported to comply with FASB ASC 280-10-50-42.

 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 Yong Kim at 202-551-3323 or Karl Hiller at 202-551-3686
if you have
questions regarding comments on the financial statements and related matters.
Please contact
John Coleman at 202-551-3610 if you have questions regarding the engineering
comment.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Sean Ewen
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
June 12, 2024
Marjorie Hargrave
Chief Financial Officer
Hallador Energy Company
1183 East Canvasback Drive
Terre Haute, Indiana 47802
Re:Hallador Energy Company
Form 10-K for the Fiscal Year ended December 31, 2023
Filed March 14, 2024
File No. 001-34743
Dear Marjorie Hargrave:
            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
cc:       Lawrence Martin

CORRESP
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	hnrg20240606_corresp.htm

HALLADOR ENERGY COMPANY

1183 East Canvasback Drive

Terre Haute, Indiana 47802

June 6, 2024

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:  Yolanda Guobadia

John Cannarella

Staff Accountant

Office of Energy & Transportation

Re:  Hallador Energy Company

Form 10-K for the Fiscal Year ended December 31, 2023

Filed March 14, 2024

File No. 001-34743

Ladies and Gentlemen:

This letter sets forth the responses of Hallador Energy Company (the “Company”) to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated May 8, 2024 (the “Comment Letter”) with respect to the Form 10-K for the fiscal year ended December 31, 2023 filed by the Company on March 14, 2024 (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 responses below each such comment.

Properties, page 29

			1.

			Please expand your disclosure to provide information that would reasonably inform investors of the productive capacity and extent of utilization of the Merom power plant to comply with Instruction 1 to Item 102 of Regulation S-K.

Response:

The Company acknowledges the Merom Power Plant is a material property subject to the disclosure requirements contained in Instruction 1 of Item 102 and has included discussion related to the Merom Power Plant in Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 30 of the Company’s Form 10-K. Going forward, in future applicable filings, the Company will update its disclosure “Item 2. Properties” to state the following:

“See “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of our mines and the Merom Power Plant.”

The Company notes that the productive capacity of the Merom Power Plant is included in Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations (pg. 30), as follows:

“In addition to the expected improvements in coal margins, Merom has the capability to provide revenue on up to 6 million mega-watt-hours (MWh) annually.”

Going forward, beginning with the Company’s Form 10-Q for the period ended June 30, 2024, the Company will present Nameplate Capacity, Design Capacity for the period and Design Capacity Utilization for our coal fired Merom Power Plant, located in Indiana. See updated table below:

			Three Months Ended June 30,

			Six Months Ended June 30,

			2024

			2023

			2024

			2023

			Power Capacity and Utilization

			Nameplate Capacity (MW)i

			[ ]

			[ ]

			[ ]

			[ ]

			Design Capacity for the period (MW) ii

			[ ]

			[ ]

			[ ]

			[ ]

			Design Capacity Utilizationiii

			[ ]

			%

			[ ]

			%

			[ ]

			%

			[ ]

			%

			i.

			Nameplate Capacity for the Merom Power Plant refers to the maximum electric output generated by the plant in the period presented and may not reflect actual production. Actual production each period varies based on weather conditions, operational conditions, and other factors.

			ii.

			Design Capacity for the period is based on MISO accreditation of [ ] and [ ] MW per day for 2024 and 2023, respectively.

			iii.

			Design Capacity Utilization is measured as power produced (MW) divided by Design Capacity (MW) for the period multiplied by 24 times the number of days for the period.

Management’s Discussion and Analysis, page 30

			2.

			We note that you provide a brief discussion and analysis of the reportable operating segment activity on page 37 and 38, although without any direct commentary on the key segment performance measures that you have identified on page 66, and you do not provide any comparable information for the consolidated results of operations.

Please expand your discussion and analysis to include an overall assessment of the consolidated financial statements, as may include (i) significant components of revenues and expenses that would be material to an understanding of the results of operations; (ii) known trends or uncertainties that have had or that are reasonably likely to have a material favorable or unfavorable impact on revenues; (iii) events that are reasonably likely to cause a material change in the relationship between costs and revenues; and (iv) the extent to which changes in revenue are attributable to changes in prices and separately to changes in the volume or amounts of goods or services being sold.

Please also expand your discussion and analysis of segment activity to address changes in your key segment performance measure of segment income (loss) from operations for each period. You may refer to Item 303(a), (b) and (b)(2) of Regulation S-K if you require further clarification or guidance regarding these disclosure requirements.

Response:

The Company acknowledges the Staff’s comment and, in future applicable filings, will expand its presentation of segment information to include a comprehensive discussion of the operations of the Company on a consolidated basis in accordance with the Commission’s MD&A rules and guidance, including SEC Release 33-8350. In this regard, the Company noted in its Form 10-K that Electric Operations did not have a comparable period as the Merom acquisition closed in October 2022.

With respect to key segment performance measures, the Company respectfully notes that we included (page 66 of the Form 10-K) a description of indicators such as operating revenues, income (loss) from operations, depreciation, depletion, amortization, assets, and capex. In the “Presentation of Segment Information” subsection, the Company only includes the subtotal of income (loss) from operations for each reportable segment. Going forward, in future applicable filings, the Company will discuss changes in segment income (loss) from operations for each period.

We believe our approach is consistent with the SEC’s guidance contained in Section III.B.1 of SEC Release 33-8350, which states that the SEC is “not seeking to sweep into MD&A all information that a company communicates. Rather, companies should consider their communications and determine what information is material and is required in, or would promote understanding of, MD&A.” We considered disclosure of the metrics presented on page 66 of the 10-K and determined that of those metrics, operating revenues and net income (loss) for each operating segment are material to the understanding of the MD&A. The Company does not consider depreciation, depletion, amortization, assets and capex to be material and necessary to the understanding of MD&A. As such, these performance metrics were not included in our segment information.

Results of Operations

Presentation of Segment Information, page 37

			3.

			We note your disclosure of quarterly segment data on page 41 includes various measures that appear to be non-GAAP measures, such as coal segment margin, segment total electric sales less amortization of contract liability, and electric segment operating expenses less fixed costs and amortization of contract asset.

Please refer to the answer to Question 104.03 of our Compliance and Disclosure Interpretations on Non-GAAP Financial Measures and address the disclosure requirements in Item 10(e)(1)(i) and (ii)(E) of Regulation S-K, with respect to each measure. As you appear to be excluding some fixed costs in arriving at one or more non-GAAP measures, tell us your rationale for presenting the measure and how you view its utility relative to the most directly comparable measure based on GAAP.

Please also clarify whether you view the excluded costs as normal, recurring, cash operating expenses that are necessary to operate your business and address the guidance in the answer to Question 100.01 of our Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. You may view this guidance at the following address: https://www.sec.gov/corpfin/non-gaap-financial-measures.htm.

Response:

The Company acknowledges the Staff’s comment regarding the “All Mines” table in our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 41 of the Form 10-K. Going forward, beginning with the Company’s Form 10-Q for the period ended June 30, 2024, the Company will (i) present Coal Operations operating revenues that agrees to the Segments of the Business Footnote, and (ii) present Coal Operations operating expenses in the Segments of the Business Footnote. In addition, we will exclude coal segment margin, segment total electric sales less amortization of contract liability and electric segment operating expenses less fixed costs and amortization of contract asset. The “All Mines” table will include income (loss) from operations which will represent Coal Operations operating revenues less Coal Operations operating expenses, both as presented in the Segments footnote, calculated in accordance with generally accepted accounting principles. As such, these disclosures will no longer contain measures that could be deemed non-GAAP financial measures.

An example template of the proposed All Mines table is presented below:

			All Mines

			3rd 2023

			4th 2023

			1st 2024

			2nd 2024

			T4Qs

			Tons produced

			[ ]

			[ ]

			[ ]

			[ ]

			[ ]

			Tons sold

			[ ]

			[ ]

			[ ]

			[ ]

			[ ]

			Coal Operations operating revenues

			$

			[ ]

			$

			[ ]

			$

			[ ]

			$

			[ ]

			$

			[ ]

			Average price per ton

			$

			[ ]

			$

			[ ]

			$

			[ ]

			$

			[ ]

			$

			[ ]

			Wash plant recovery in %

			[ ]

			%

			[ ]

			%

			[ ]

			%

			[ ]

			%

			Coal Operations operating expenses

			$

			[ ]

			$

			[ ]

			$

			[ ]

			$

			[ ]

			$

			[ ]

			Average cost per ton

			$

			[ ]

			$

			[ ]

			$

			[ ]

			$

			[ ]

			$

			[ ]

			Income (loss) from operations

			$

			[ ]

			$

			[ ]

			$

			[ ]

			$

			[ ]

			$

			[ ]

			Income (loss) from operations per ton

			$

			[ ]

			$

			[ ]

			$

			[ ]

			$

			[ ]

			$

			[ ]

			Capex

			$

			[ ]

			$

			[ ]

			$

			[ ]

			$

			[ ]

			$

			[ ]

			Maintenance capex

			$

			[ ]

			$

			[ ]

			$

			[ ]

			$

			[ ]

			$

			[ ]

			Maintenance capex per ton

			$

			[ ]

			$

			[ ]

			$

			[ ]

			$

			[ ]

			$

			[ ]

Going forward, beginning with the Company’s Form 10-Q for the period ended June 30, 2024, we will present additional information on amortization of contract assets and liabilities, fixed costs and variable costs as a footnote to the Segments of the Business tables, as noted below.

			Three Months Ended

			June 30,

			Six Months Ended

			June 30,

			2024

			2023

			2024

			2023

			Operating Revenues

			Electric Operationsi

			$

			[ ]

			$

			[ ]

			$

			[ ]

			$

			[ ]

			Coal Operations

			[ ]

			[ ]

			[ ]

			[ ]

			Corporate and Other and Eliminations

			[ ]

			[ ]

			[ ]

			[ ]

			Consolidated Operating Revenues

			[ ]

			[ ]

			[ ]

			[ ]

			Operating Expenses

			Electric Operationsii

			$

			[ ]

			$

			[ ]

			$

			[ ]

			$

			[ ]

			Coal Operations

			[ ]

			[ ]

			[ ]

			[ ]

			Corporate and Other and Eliminations

			[ ]

			[ ]

			[ ]

			[ ]

			Consolidated Operating Expenses

			[ ]

			[ ]

			[ ]

			[ ]

			Income (Loss) from Operations

			Electric Operations

			$

			[ ]

			$

			[ ]

			$

			[ ]

			$

			[ ]

			Coal Operations

			[ ]

			[ ]

			[ ]

			[ ]

			Corporate and Other and Eliminations

			[ ]

			[ ]

			[ ]

			[ ]

			Consolidated Income (Loss) from Operations

			[ ]

			[ ]

			[ ]

			[ ]

			Depreciation, Depletion and Amortization

			Electric Operations

			$

			[ ]

			$

			[ ]

			$

			[ ]

			$

			[ ]

			Coal Operations

			[ ]

			[ ]

			[ ]

			[ ]

			Corporate and Other and Eliminations

			[ ]

			[ ]

			[ ]

			[ ]

			Consolidated Depreciation, Depletion and Amortization

			[ ]

			[ ]

			[ ]

			[ ]

			Assets

			Electric Operations

			$

			[ ]

			$

			[ ]

			$

			[ ]

			$

			[ ]

			Coal Operations

			[ ]

			[ ]

			[ ]

			[ ]

			Corporate and Other and Eliminations

			[ ]

			[ ]

			[ ]

			[ ]

			Consolidated Assets

			[ ]

			[ ]

			[ ]

			[ ]

			Capital Expenditures

			Electric Operations

			$

			[ ]

			$

			[ ]

			$

			[ ]

			$

			[ ]

			Coal Operations

			[ ]

			[ ]

			[ ]

			[ ]

			Corporate and Other and Eliminations

			[ ]

			[ ]

			[ ]

			[ ]

			Consolidated Capital Expenditures

			[ ]

			[ ]

			[ ]

			[ ]

			i.

			Electric operations revenue as of each period presented were comprised of the components noted below:

			Three Months Ended

			June 30,

			Six Months Ended

			June 30,

			2024

			2023

			2024

			2023

			Operating Revenues

			Capacity revenue

			Delivered energy and PPA revenue

			Amortization of contract liability

			Total Electric Operations Revenues

			$

			[ ]

			$

			[ ]

			$

			[ ]

			$

			[ ]

			ii.

			Electric operations operating expenses as of each period presented were comprised of the components noted below:

			Three Months Ended

			June 30,

			Six Months Ended

			June 30,

			2024

			2023

			2024

			2023

			Operating Expenses

			Fixed operating expenses

			Variable operating expenses

			Amortization of contract asset

			Total Electric Operations Expenses

			$

			[ ]

			$

			[ ]

			$

			[ ]

			$

			[ ]

Financial Statements

Consolidated Statements of Operations, page 47

			4.

			We note that amounts reported on your operating expenses line item of $473 million represents 83% of the summation of these and other costs that you report as total operating expenses for the year ended December 31, 2023.

Please address the guidance in Rule 5-03.2 and 3 of Regulation S-X, regarding the line items that may be appropriate to the presentation. For example, tell us why you would not separately report fuel, purchased power, and operation and maintenance costs.

Response:

Going forward, beginning with the Company’s Form 10-Q for the period ended June 30, 2024, the Company will revise its Consolidated Statement of Operations to separately present fuel, operation and maintenance costs, utilities and labor.

			Three Months Ended

			June 30,

			Six Months Ended

			June 30,

			2024

			2023

			2024

			2023

			SALES AND OPERATING REVENUES:

			Electric sales

			$

			[ ]

			$

			[ ]

			$

			[ ]

			$

			[ ]

			Coal sales

			[ ]

			[ ]

			[ ]

			[ ]

			Other revenues

			[ ]

			[ ]

			[ ]

			[ ]

			Total sales and operating revenues

			[ ]

			[ ]

			[ ]

			[ ]

			EXPENSES:

			Fuel

			[ ]

			[ ]

			[ ]

			[ ]

			Other operating and maintenance costs

			[ ]

			[ ]

			[ ]

			[ ]

			Utilities

			[ ]

			[ ]

			[ ]

			[ ]

			Labor

			[ ]

			[ ]

			[ ]

			[ ]

			Depreciation, depletion and amortization

			[ ]

			[ ]

			[ ]

			[ ]

			Asset retirement obligations accretion

			[ ]

			[ ]

			[ ]

			[ ]

			Exploration costs

			[ ]

			[ ]

			[ ]

			[ ]

			General and administrative

			[ ]

			[ ]

			[ ]

			[ ]

			Total operating expenses

			[ ]

			[ ]

			[ ]

			[ ]

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 Willkie Farr & Gallagher LLP, Sean Ewen, at (212) 728-8867 or sewen@willkie.com.

			Very truly yours,

			HALLADOR ENERGY COMPANY

			By:

			/s/ Marjorie A. Hargrave

			      Marjorie A. Hargrave

			             CFO (Principal Financial Officer and Principal Accounting Officer)

			Cc:

			Sean Ewen

			Willkie Farr & Gallagher, LLP

CORRESP
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	hnrg20240515_corresp.htm

Hallador Energy Company

1183 East Canvasback Drive

Terre Haute, Indiana 47802

May 15, 2024

VIA EDGAR

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention:  Yolanda Guobadia, Staff Accountant

                   John Cannarella, Staff Accountant

Re:         Hallador Energy Company

               Form 10-K for the Fiscal Year ended December 31, 2023

               Filed March 14, 2024

               File No. 001-34743

Dear Ms. Guobadia:

On behalf of Hallador Energy Company (the “Company”), we submit this letter in response to the letter, dated May 8, 2024 (the “Comment Letter”), from the staff of the U.S. Securities and Exchange Commission, regarding the Company’s Form 10-K for the fiscal year ended December 31, 2023, filed on March 14, 2024. We are working expeditiously to respond to the Comment Letter. As per your phone conversation with our legal counsel, we currently anticipate submitting a response to the Comment Letter on or before June 6, 2024. Thank you for your consideration.

Very truly yours,

/s/ Marjorie Hargrave

Marjorie Hargrave

Chief Financial Officer

United States securities and exchange commission logo
May 8, 2024
Marjorie Hargrave
Chief Financial Officer
Hallador Energy Company
1183 East Canvasback Drive
Terre Haute, Indiana 47802
Re:Hallador Energy Company
Form 10-K for the Fiscal Year ended December 31, 2023
Filed March 14, 2024
File No. 001-34743
Dear Marjorie Hargrave:
            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
our comments apply 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, 2023
Properties, page 29
1.Please expand your disclosure to provide information that would reasonably inform
investors of the productive capacity and extent of utilization of the Merom power plant to
comply with Instruction 1 to Item 102 of Regulation S-K.
Management's Discussion and Analysis, page 30
2.We note that you provide a brief discussion and analysis of the reportable operating
segment activity on pages 37 and 38, although without any direct commentary on the key
segment performance measures that you have identified on page 66, and you do not
provide any comparable information for the consolidated results of operations.

Please expand your discussion and analysis to include an overall assessment of the
consolidated financial statements, as may include (i) significant components of revenues
and expenses that would be material to an understanding of the results of operations; (ii)
known trends or uncertainties that have had or that are reasonably likely to have a material

 FirstName LastNameMarjorie Hargrave
 Comapany NameHallador Energy Company
 May 8, 2024 Page 2
 FirstName LastNameMarjorie Hargrave
Hallador Energy Company
May 8, 2024
Page 2
favorable or unfavorable impact on revenues; (iii) events that are reasonably likely to
cause a material change in the relationship between costs and revenues; and iv) the extent
to which changes in revenue are attributable to changes in prices and separately
to changes in the volume or amount of goods or services being sold.

Please also expand your discussion and analysis of segment activity to address changes in
your key segment performance measure of segment income (loss) from operations for
each period.  You may refer to Item 303(a), (b) and (b)(2) of Regulation S-K if you
require further clarification or guidance regarding these disclosure requirements.
Results of Operations
Presentation of Segment Information, page 37
3.We note your disclosure of quarterly segment data on page 41 includes various measures
that appear to be non-GAAP measures, such as coal segment margin, segment total
electric sales less amortization of contract liability, and electric segment operating
expenses less fixed costs and amortization of contract asset.

Please refer to the answer to Question 104.03 of our Compliance and Disclosure
Interpretations on Non-GAAP Financial Measures, and address the disclosure
requirements in Item 10(e)(1)(i) and (ii)(E) of Regulation S-K, with respect to each
measure. As you appear to be excluding some fixed costs in arriving at one or more non-
GAAP measures, tell us your rationale for presenting the measure and how you view its
utility relative to the most directly comparable measure based on GAAP.

Please also clarify whether you view the excluded costs as normal, recurring, cash
operating expenses that are necessary to operate your business, and address the guidance
in the answer to Question 100.01 of our Compliance and Disclosure Interpretations on
Non-GAAP Financial Measures. You may view this guidance at the following
address: https://www.sec.gov/corpfin/non-gaap-financial-measures.htm
Financial Statements
Consolidated Statements of Operations, page 47
4.We note that amounts reported on your operating expenses line item of $473 million
represents 83% of the summation of these and other costs that you report as total operating
expenses for the year ended December 31, 2023.

Please address the guidance in Rule 5-03.2 and 3 of Regulation S-X, regarding the line
items that may be appropriate to the presentation.  For example, tell us why you would not
separately report fuel, purchased power, and operation and maintenance costs.

 FirstName LastNameMarjorie Hargrave
 Comapany NameHallador Energy Company
 May 8, 2024 Page 3
 FirstName LastName
Marjorie Hargrave
Hallador Energy Company
May 8, 2024
Page 3
            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 Yolanda Guobadia, Staff Accountant, at 202-551-3562 or John Cannarella,
Staff Accountant, at 202-551-3337 if you have questions regarding comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Lawrence Martin

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HALLADOR ENERGY COMPANY

1183 East Canvasback
Drive

Terre Haute, Indiana 47802

November 27, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Hallador Energy Company

Registration Statement on Form S-3

 File No.  333-273327

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, Hallador Energy Company (the “Company”) hereby respectfully requests that the effectiveness
of the above-captioned Registration Statement on Form S-3 (as amended to date, the “Registration Statement”) be accelerated
to November 29, 2023 at 4:00 p.m., Eastern Standard Time, or as soon as practicable thereafter.

Please confirm that the Registration Statement
has been declared effective by telephoning Sean Ewen, Esq. of Willkie Farr & Gallagher LLP at (212) 728-8867. Comments with respect
to this request may be directed to Mr. Ewen by telephone or facsimile at (212) 728-8867.

The cooperation of the staff in meeting the timetable
described above is very much appreciated.

    Sincerely,

    HALLADOR ENERGY COMPANY

    By:
    /s/ Brent Bilsland

    Name:
    Brent Bilsland

    Title:
    Chairman, President and Chief Executive Officer

    cc:
    Sean Ewen, Esq.

CORRESP
1
filename1.htm

HALLADOR ENERGY COMPANY

1183 East Canvasback Drive

Terre Haute, Indiana 47802

November 27, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Hallador Energy Company

Registration Statement on Form S-3

File No.  333-273325

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, Hallador Energy Company (the “Company”) hereby respectfully requests that the effectiveness
of the above-captioned Registration Statement on Form S-3 (as amended to date, the “Registration Statement”) be accelerated
to November 29, 2023 at 4:00 p.m., Eastern Standard Time, or as soon as practicable thereafter.

Please confirm that the Registration Statement
has been declared effective by telephoning Sean Ewen, Esq. of Willkie Farr & Gallagher LLP at (212) 728-8867. Comments with respect
to this request may be directed to Mr. Ewen by telephone or facsimile at (212) 728-8867.

The cooperation of the staff in meeting the timetable
described above is very much appreciated.

    Sincerely,

    HALLADOR ENERGY COMPANY

    By:
    /s/ Brent Bilsland

    Name:
    Brent Bilsland

    Title:
    Chairman, President and Chief Executive Officer

    cc:
    Sean Ewen, Esq.

United States securities and exchange commission logo
November 6, 2023
Lawrence Martin
Chief Financial Officer
Hallador Energy Company
1183 East Canvasback Drive
Terre Haute, Indiana 47802
Re:Hallador Energy Company
Form 10-K for the Fiscal Year ended December 31, 2022
Filed March 16, 2023
File No. 001-34743
Dear Lawrence Martin:
            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
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    787 Seventh Avenue

New York, NY 10019-6099

Tel:  212 728 8000

Fax: 212 728 8111

October
16, 2023

VIA EDGAR

Division of Corporation Finance

Office of Energy and  Transportation

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: John Coleman, Mining Engineer

Karl Hiller, Branch Chief

 Re: Hallador Energy Company

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

Filed March 16, 2023

File No. 001-34743

Dear Mr. Coleman:

On behalf of Hallador Energy Company (the “Company”),
we are hereby responding to the letter, dated September 12, 2023 (the “Comment Letter”), from the staff (the
 “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), regarding
the Company’s Form 10-K for the Fiscal Year ended December 31, 2022, filed on March 16, 2023 (the “Form 10-K”).

The Company has responded to all of the Staff’s
comments by providing an explanation of the Company’s disclosures and by providing supplemental information as requested. The Staff’s
comments are repeated below in bold and followed by the Company’s response. Terms used but not otherwise defined herein have the
meanings set forth in the Form 10-K.

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

Mining Properties, page 31

 1. We understand from your response to prior comments 1 through 5 that you would prefer to limit compliance with the various disclosure
requirements referenced in those comments to future filings.

However, considering the scope of this missing content
we continue to believe that you will need to file an amendment to provide all of the required disclosures. We suggest that you submit
a draft of all revisions for review prior to filing your amendment.

    Brussels Chicago Frankfurt Houston London Los Angeles Milan

New York Palo Alto Paris Rome San Francisco Washington

    Page 2
 October 16, 2023

We reissue prior comment 1 through 5.

Response: We propose
to include additional disclosures in an amendment to the Form 10-K in response to the Staff’s comments in the form marked with underline
or strikethrough in Exhibit A to this letter. These additional disclosures will appear in the “Management’s Discussion
and Analysis” section of the Form 10-K as shown. We have supplementally provided to the Staff a copy of the letter, dated February
10, 2023, from John T. Boyd Company, which is referenced in Exhibit A, which would be attached as Exhibit 99.2 to the amendment
to the Form 10-K.

Exhibits and Financial Statement Schedules, page 72

 2. We note your response to prior comments 6 and 7, indicating that you intend to rely on the 2021 Technical Report Summary prepared
by Boyd for the Oaktown Mining Complex, and that you believe the report includes all of the required information.

However, we have reviewed the various sections of the
report referenced in your response and continue to believe that you will need to obtain and file a revised Technical Report Summary to
address the following requirements.

 · Item 601(b)(96)(iii)(B)(12)(iii) of Regulation S-K requires information about the price and cut-off grade, which should be included
in the Coal Resources and Reserves section of the report. The qualified person should provide a detailed explanation about why he believes
the particular price is appropriate; and if relying on a quality cut-off rather than a cut-off grade, should also provide the quality
specifications and a clear explanation of the minimum quality parameters.

 · Item 601(b)(96)(iii)(B)(16)(i) of Regulation S-K requires information about product markets and price projections which should
be presented in the Market Analysis section of the report.

 · Item 601(b)(96)(iii)(B)(17) of Regulation S-K requires information about certain environmental and permitting factors, which should
be presented in the Permitting and Compliance section of the report.

 · Item 601(b)(96)(iii)(B)(19)(i) of Regulation S-K requires taxes to be considered in the economic analysis from the standpoint of
the issuer notwithstanding the operating company status as a pass-through entity.

The revised Technical Report Summary should be attached
as an exhibit to the annual report and listed in the exhibit index. We suggest that you submit a draft of the revised report for our review
prior to filing your amendment.

Response: We have
revised the Technical Report Summary in response to the Staff’s comments and have supplementally provided to the Staff a draft of
the revised report, with changes marked in track changes, which would be attached as Exhibit 99.1 to the amendment to the Form 10-K.

    Page 3

October 16, 2023

 3. We understand from your response to prior comment 8 that coal associated with various uncontrolled tracts that you expect to acquire
in the future, i.e. materials not classified as a mineral reserve, have been included in your life-of-mine plan and project economics.

Although you indicate the mineral rights to these parcels
are expected to be acquired “during the ordinary course of business,” the quantities utilized in the life of mine plan and
project economics of a feasibility study or preliminary feasibility study, must be limited to those in which you hold an ownership interest
and which constitute a mineral reserve, consistent with Item 1300 and 1302(e)(3) of Regulation S-K.

Please arrange to obtain and file a revised Technical
Report Summary having a life-of- mine plan and project economics that are consistent with these requirements.

Response: We have
revised the Technical Report Summary in response to the Staff’s comments and have supplementally provided to the Staff a draft of
the revised report, with changes marked in track changes, which would be attached as Exhibit 99.1 to the amendment to the Form 10-K.

* * * * *

Please do not hesitate to contact Sean M. Ewen,
Esq. at (212)-728-8867 of Willkie Farr & Gallagher LLP with any questions or comments regarding this letter.

    Sincerely,

    /s/ Willkie Farr & Gallagher LLP

    Willkie Farr & Gallagher LLP

 cc: Lawrence Martin

Hallador Energy Company

    Page 4
 October 16, 2023

Exhibit A

ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Our consolidated financial statements should be read in conjunction
with this discussion.  The following analysis includes a discussion of metrics on a per ton basis derived from the condensed
consolidated financial statements, which are considered non-GAAP measurements.  These metrics are significant factors in assessing
our operating results and profitability.

OVERVIEW

Hallador Energy Company (the "Company" or "Hallador")
is an energy company operating in the state of Indiana.  Historically, the largest portion of our business has been devoted
to coal mining in the State of Indiana through Sunrise Coal, LLC (a wholly-owned subsidiary) serving the electric power generation industry.

On October 21, 2022, the Company, through its subsidiary Hallador Power
Company, LLC, completed its acquisition of the  one Gigawatt ("GW") Merom Generating Station ("Merom") located
in Sullivan County, Indiana pursuant to an Asset Purchase Agreement (the "Purchase Agreement") with Hoosier Energy (the
 "Seller").

As a result of the Merom acquisition, commencing with this Form 10-K,
the Company has two reportable segments: coal operations (operated by Sunrise Coal, LLC) and electric operations (operated by Hallador
Power Company, LLC).

In addition to our reportable segments, the remainder of our operations
are presented as "Corporate and Other" and primarily are comprised of  unallocated corporate costs in addition to activities
such as a 50% interest in Sunrise Energy, LLC, a private gas exploration company with operations in Indiana, accounted for using
the equity method, and our wholly-owned subsidiary Summit Terminal LLC, a logistics transport facility located on the Ohio River.

Fiscal year 2022 was a transitional year for Hallador.
The market price for coal approached all-time highs.  We were successful in signing 2.2 million tons of new coal sales contracts
at an average price of ~$125 per ton in the summer of 2022, of which a small percentage of deliveries were completed in 2022 and
will continue through 2025 with the majority contracted to be delivered in 2023.  To fulfill these obligations, we invested substantially in
2022 to expand our coal production capacity from ~6 million tons annually to ~7.5 million tons in 2023.

In addition to our acquisition of Merom in Q4 2022 described above,
we also expanded our coal production capacity by adding more units of production at our Oaktown Mining Complex, opening a small surface
mine pit near Freelandville, Indiana ("Freelandville"), and moving our Ace in the Hole production to a small surface mine
pit near Petersburg, Indiana ("Prosperity").  Freelandville and Prosperity production began in Q3 2022.  Volumes
from these new pits are expected to be higher cost, and our newer workforce and surface pits will require a ramp to reach peak productivity.
We will continue to evaluate the productivity of these mines in connection with market conditions to determine the appropriate operational
balance.

    Page 5
 October 16, 2023

Table of Contents

To help fund our investment in expanded mine production, improve our
liquidity, and position us to efficiently operate Merom, we issued $29 million of convertible notes, $10 million in Q2
2022 and $19 million in Q3 2022.  The $10 million of notes issued in Q2 2022 have been converted into the Company's common
stock, bringing our outstanding share count to 33.0 million shares as of December 31, 2022. If the additional notes issued in Q3
2022 were to also convert, our outstanding share count would increase to approximately 36.1 million shares, representing an approximate 17%
increase in share count.

Bank debt was reduced during the year by $26.5 million bringing
the balance owed at the end of fiscal 2022 to $85.2 million, bringing the Debt to EBITDA covenant under our credit agreement to 2.05X at the
end of fiscal 2022. See Note 5 to our consolidated financial statements for additional discussion about our bank debt and related
liquidity.

Internal Controls Disclosure

The preparation
of coal reserve and resource estimates is conducted by independent individuals who are by virtue of their education, experience and professional
association considered qualified persons (as defined in SEC rules). Company personnel meet on an annual basis with the independent qualified
person to provide updates to the reserve and resource estimates. Company personnel review the work of the qualified person to ensure such
work is prepared in accordance with applicable rules and regulations and that the data and assumptions provided were properly applied
to the final reserve and resource model. The Company’s engineering personnel ensure estimates are based on current mine plans, incorporate
the most recent drilling and lab data, properly reflect changes in permitting status, consider known encumbrances, and are consistent
with operating knowledge and expectations in terms of mining methods, recovery rates, minimum seam heights or maximum strip ratios, and
saleable qualities.

An American National Standards Institute-certified
third-party laboratory is utilized to support reserve and resource estimates. The laboratory follows standard sample preparation, security
and environmental procedures. In addition, the Company’s qualified person performs independent data verification procedures to ensure
data is of sufficient quantity and reliability to reasonably support the coal reserve and resource estimates.

Estimates of any mineral reserve and resources
are always subject to a degree of uncertainty. The level of confidence that can be applied to a particular estimate is a function of,
among other things, the amount, quality, and completeness of exploration data; geological complexity of the deposit; and economic, legal,
social and environmental factors associated with mining the reserve/resource. The Company’s current coal reserves and resource estimates
are based on the best information available and are subject to updates as conditions change. Also refer to Item 1A. Risk Factors for discussion
of risks associated with the estimates of the Company’s reserves and resources.

Summary of All Mining Properties

The Company has six total mining properties. These properties are
the Oaktown Mining Complex, which is comprised of Oaktown Fuels No. 1 Mine and Oaktown Fuels No. 2 Mine, the Ace in the Hole Mine, the
Ace in the Hole Mine #2 Reserves, Prosperity, and Freelandville. The Oaktown Fuels No. 1 Mine is an underground mine in the Illinois Basin
located near Oaktown in Knox County, Indiana. Oaktown Fuels No. 1 Mine utilizes continuous mining units operating in room and pillar mining
techniques to produce high-sulfur coal. The Oaktown Fuels No. 2 Mine is an underground mine in the Illinois Basin located near Oaktown
in Knox County, Indiana. The Oaktown Fuels No. 2 Mine utilizes continuous mining units operating in room and pillar mining techniques
to produce high-sulfur coal. The preparation plant at the Oaktown Mine Complex has a throughput capacity of 1,600 tons of raw coal per
hour. Freelandville is a surface mine in the Illinois Basin located near Freelandville in Knox County, Indiana. Freelandville utilizes
surface mining techniques to produce high-sulfur coal from as many as three seams. The coal is trucked to the Carlisle Washplant for washing
before being shipped by rail at the Carlisle loadout, by truck to other Sunrise Coal logistic facilities or directly to customers. Prosperity
is a surface mine in the Illinois Basin located near Petersburg in Pike County, Indiana. Prosperity utilizes surface mining techniques
to produce low-sulfur coal. The low-sulfur coal is trucked to the Oaktown Complex and other Sunrise Coal logistic facilities where it
is blended with coal from the Oaktown Mines. Ace in the Hole Mine is now depleted.

These properties and further summaries concerning property description,
purpose, property overview, geology, background, processing operations, mine infrastructure, and market analysis can be found and are
hereby incorporated by reference from Sections 1.1, 1.2, 1.3, 1.6, 2.1, 3, 4, 5, 6, 7.1, 7.3, 7.4, 8, 9, and 10 from the October 2023
Technical Report Summary prepared by the John T. Boyd Company, attached as Exhibit 99.1 to this Form 10-K/A.

    Page 6
 October 16, 2023

The following figure shows the general location of All Mining Properties
discussed above:

Individual Mining Properties

The following information concerning our mining properties has been
prepared in accordance with the requirements of subpart 1300 of Regulation S-K, which first became applicable to us for the fiscal year
ended December 31, 2021.  These requirements differ from the previously applicable disclosure requirements of SEC Industry Guide
7.  Among other differences, subpart 1300 of Regulation S-K requires us to disclose our mineral (coal) resources, which we have none, in
addition to our mineral (coal) reserves, as of the end of our most recently completed fiscal year both in the aggregate and for each of
our individually material mining properties.

As used in this Annual Report on Form 10-K, the terms “mineral
resources,” “mineral reserve,” “proven mineral reserve” and “probable mineral reserve” are defined
and used in accordance with subpart 1300 of Regulation S-K.  Under subpart 1300 of Regulation S-K, mineral resources may not be classified
as “mineral reserves” unless the determination has been made by a qualified person (QP) that the mineral resources can be
the basis of an economically viable project.  You are specifically cautioned not to assume that any part or all of the mineral deposits
(including any mineral resources) in these categories will ever be converted into mineral reserves, as defined

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Hallador Energy Company

1183 East Canvasback Drive

Terre Haute, Indiana 47802

September 19, 2023

VIA EDGAR

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Attention: John Coleman, Mining Engineer

Karl Hiller, Branch Chief

 Re: Hallador Energy Company

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

Filed March 16, 2023

File No. 001-34743

Dear
Mr. Coleman:

On behalf of Hallador Energy Company (the “Company”),
we submit this letter in response to the letter, dated September 12, 2023 (the “Comment Letter”), from the staff
of the U.S. Securities and Exchange Commission, regarding the Company’s Form 10-K for the fiscal year ended December 31, 2022, filed
on March 16, 2023. We are working expeditiously to respond to the Comment Letter. We respectfully request an additional extension of time
to respond to the inquiries contained in the Comment Letter. We currently anticipate submitting a response to the Comment Letter on or
before October 16, 2023. Please do not hesitate to contact me at (812) 298-3704 with any concerns you may have regarding the timetable
described above. Thank you for your consideration.

Very truly yours,

/s/ Lawrence Martin

Lawrence Martin

United States securities and exchange commission logo
September 12, 2023
Lawrence Martin
Chief Financial Officer
Hallador Energy Company
1183 East Canvasback Drive
Terre Haute, Indiana 47802
Re:Hallador Energy Company
Form 10-K for the Fiscal Year ended December 31, 2022
Filed March 16, 2023
File No. 001-34743
Dear Lawrence Martin:
            We have reviewed your September 6, 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
August 1 2023 letter.
Form 10-K for the Fiscal Year ended December 31, 2022
Mining Properties, page 31
1.We understand from your response to prior comments 1 through 5 that you would prefer
to limit compliance with the various disclosure requirements referenced in those
comments to future filings.

However, considering the scope of this missing content we continue to believe that you
will need to file an amendment to provide all of the required disclosures.  We suggest that
you submit a draft of all revisions for review prior to filing your amendment.

We reissue prior comment 1 through 5.

 FirstName LastNameLawrence Martin
 Comapany NameHallador Energy Company
 September 12, 2023 Page 2
 FirstName LastNameLawrence Martin
Hallador Energy Company
September 12, 2023
Page 2
Exhibits and Financial Statement Schedules, page 72
2.We note your response to prior comments 6 and 7, indicating that you intend to rely on the
2021 Technical Report Summary prepared by Boyd for the Oaktown Mining Complex,
and that you believe the report includes all of the required information.

However, we have reviewed the various sections of the report referenced in your response
and continue to believe that you will need to obtain and file a revised Technical Report
Summary to address the following requirements.

•Item 601(b)(96)(iii)(B)(12)(iii) of Regulation S-K requires information about the
price and cut-off grade, which should be included in the Coal Resources and
Reserves section of the report. The qualified person should provide a detailed
explanation about why he believes the particular price is appropriate; and if relying
on a quality cut-off rather than a cut-off grade, should also provide the quality
specifications and a clear explanation of the minimum quality parameters.

•Item 601(b)(96)(iii)(B)(16)(i) of Regulation S-K requires information about product
markets and price projections which should be presented in the Market Analysis
section of the report.

•Item 601(b)(96)(iii)(B)(17) of Regulation S-K requires information about certain
environmental and permitting factors, which should be presented in the Permitting
and Compliance section of the report.

•Item 601(b)(96)(iii)(B)(19)(i) of Regulation S-K requires taxes to be considered in
the economic analysis from the standpoint of the issuer notwithstanding the
operating company status as a pass-through entity.

The revised Technical Report Summary should be attached as an exhibit to the annual
report and listed in the exhibit index.  We suggest that you submit a draft of the revised
report for our review prior to filing your amendment.
3.We understand from your response to prior comment 8 that coal associated with various
uncontrolled tracts that you expect to acquire in the future, i.e. materials not classified as a
mineral reserve, have been included in your life-of-mine plan and project economics.

Although you indicate the mineral rights to these parcels are expected to be acquired
"during the ordinary course of business," the quantities utilized in the life of mine plan
and project economics of a feasibility study or preliminary feasibility study, must be
limited to those in which you hold an ownership interest and which constitute a mineral
reserve, consistent with Item 1300 and 1302(e)(3) of Regulation S-K.

Please arrange to obtain and file a revised Technical Report Summary having a life-of-
mine plan and project economics that are consistent with these requirements.

 FirstName LastNameLawrence Martin
 Comapany NameHallador Energy Company
 September 12, 2023 Page 3
 FirstName LastName
Lawrence Martin
Hallador Energy Company
September 12, 2023
Page 3

            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

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September 6, 2023

VIA EDGAR

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: John Coleman, Mining Engineer

Karl Hiller, Branch Chief

 Re: Hallador Energy Company

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

Filed March 16, 2023

File No. 001-34743

Dear
Mr. Coleman:

On behalf of Hallador Energy
Company (the “Company”), we are hereby responding to the letter, dated August 1, 2023 (the “Comment
Letter”), from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
regarding the Company’s Form 10-K for the fiscal year ended December 31, 2022, filed on March 16, 2023 (the “2022 Form
10-K”).

The Company has responded
to all of the Staff’s comments by providing an explanation of the Company’s disclosures and by providing supplemental information
as applicable. The Staff’s comments are repeated below in bold and followed by the Company’s response. Terms used but not
otherwise defined herein have the meanings set forth in the 2022 Form 10-K. The Company requests that it not be required to submit an
amendment to the 2022 Form 10-K but, rather, that the Company address these disclosures in its next Form 10-K for the fiscal year ending
December 31, 2023 (“2023 Form 10-K”), as provided below.

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

Mining Properties, page 31

 1. We note that you have not provided various disclosures that are required by Item
101 and Item 102 of Regulation S-K under the Business heading on page 4, and the Properties heading on page 29, though have referred to
Management's Discussion and Analysis for a discussion of these topics. However, the disclosures you provide on pages 30-42 do not appear
to address all of the requirements pertaining to these sections of Form 10-K, which include Subpart 1300 of Regulation S-K, applicable
via Instruction 3 to Item 102.

We expect
that you will need to file an amendment to your annual report to resolve the concerns raised in the comments in this letter, regarding
your business and mineral property disclosures, and will need to obtain and file an amendment to the Technical Report Summary to support
your disclosures of mineral resources and reserves.

September 6, 2023

Page 2

For
example, Item 1303 of Regulation S-K describes the content required as summary disclosure pertaining to your mining properties, which
should include a map that shows the locations of all of your mining properties, as indicated in Item 1303(b)(1), and the overview information
outlined in Item 1303(b)(2). The summary disclosure should encompass all of your properties, including both material and non-material
properties, and should appear in advance of and incremental to the individual property disclosures that are required by Item 1304 of Regulation
S-K. The information required for the individual property disclosure are more extensive and detailed in comparison.

Please
expand your disclosures to include and to differentiate between the summary and individual property disclosures to comply with the aforementioned
guidance. Please position or reposition disclosures that are intended to be responsive to these requirements to a dedicated section of
your filing, such as the Properties section on page 29, and similarly address the requirements of Item 101 of Regulation S-K.

Response:
Having reviewed your concerns regarding the Company’s disclosures pursuant to Items 101 and 102 of Regulation S-K, we propose that
the Company be permitted to address these issues in its 2023 Form 10-K by including the following information in Item 7 –

 · The Company will add a summary paragraph of all Mining Properties and references
to Sections 1.1, 1.2, 1.6, 2.1, 3, 4, 5.1, 7.1, 8.1, 9, and 10 of the 2021 Technical Report Summary previously filed with the SEC as part
of the Company’s Form 10-K for the fiscal year ended December 31, 2021 (EX-99.1) (the “2021 Technical Report Summary”)
 –

 o https://www.sec.gov/Archives/edgar/data/788965/000143774922007411/ex_349318.htm#a13.0;

 · The Company will include the map attached hereto of all Mining Properties (Attachment
1); and

 · The Company will relabel the heading of “Mining Properties” to “Individual
Mining Properties.”

September 6, 2023

Page 3

We believe these changes, references,
and additions meet the information sought by your concerns above.

 2. Please expand your disclosures of the mineral reserve estimate to include the mineral
price, cut-off grade, and metallurgical recovery factors utilized in preparing the estimate as required by Item 1304(d)(1) of Regulation
S-K.

Response:
We propose that the Company be permitted to address your concerns regarding the Company’s
disclosure of mineral reserve estimates in its 2023 Form 10-K by including in Item 7 a reference to (and incorporating by reference) Section
6.3 of the 2021 Technical Report Summary, which provides the information sought.

 3. Please expand your disclosures to include a comparison of your mineral reserves
as of the end of the most recent fiscal year and the end of the preceding fiscal year; this would generally entail a narrative having
quantification of and an explanation for the net difference, to comply with Item 1304(e) of Regulation S-K.

Response:
We propose that the Company be permitted to address these issues by including as an attachment to
its 2023 Form 10-K the attached letter (Attachment 2) from its technical consultant the John
T. Boyd Company (“Boyd”). The individuals at Boyd primarily responsible for
this resource/reserve update letter are by virtue of their education, experience, and professional association considered Qualified Persons
as defined in Subpart 1300 of Regulation S-K.

 4. The disclosures of mineralization under Other Properties on page 35, including the
1.0 million controlled saleable tons for the Ace in the Hole Mine #2, 0.3 million tons of low sulfur coal at Prosperity, and 1.7 million
tons of salable coal with an additional 0.6 million available at Freelandville, do not include details that would ordinarily serve to
clarify how the estimates are consistent with the definitions in Item 1300 of Regulation S-K.

Only
estimates prepared by a qualified person meeting the definitions in Item 1300 of Regulation S-K should be disclosed. If you believe this
criteria would apply, expand your disclosures to address the applicable requirements in Item 1303(b)(3) of Regulation S-K or if this criteria
has not been met, these estimates should be removed.

Response:
To address the concerns you raise regarding mineralization disclosures, we propose that the Company
address these issues in its 2023 Form 10-K by revising the disclosures of mineralization under “Other Properties” on page
35 to remove the 1.0 million controlled saleable tons for the Ace in the Hole Mine #2, the 0.3 million tons of low sulfur coal at Prosperity,
and the 1.7 million tons of saleable coal with an additional 0.6 million available at Freelandville.

 5. Please expand your disclosures to include the information required under Item 1305
of Regulation S-K, regarding internal controls used in your exploration and mineral resource and reserve estimation efforts.

Response:
To address the concerns you raise regarding the disclosure of internal controls used in reserve
estimates, we propose that the Company be permitted to address these issues in its 2023 Form 10-K by adding the following disclosure to
Item 7:

September 6, 2023

Page 4

Internal Controls Disclosure

The preparation
of coal reserve and resource estimates is conducted by independent individuals who are by virtue of their education, experience and professional
association considered qualified persons (as defined in SEC rules). Company personnel meet on an annual basis with the independent qualified
person to provide updates to the reserve and resource estimates. Company personnel review the work of the qualified person to ensure such
work is prepared in accordance with applicable rules and regulations and that the data and assumptions provided were properly applied
to the final reserve and resource model. The Company’s engineering personnel ensure estimates are based on current mine plans, incorporate
the most recent drilling and lab data, properly reflect changes in permitting status, consider known encumbrances, and are consistent
with operating knowledge and expectations in terms of mining methods, recovery rates, minimum seam heights or maximum strip ratios, and
saleable qualities.

An American
National Standards Institute-certified third-party laboratory is utilized to support reserve and resource estimates. The laboratory follows
standard sample preparation, security and environmental procedures. In addition, the Company’s qualified person performs independent
data verification procedures to ensure data is of sufficient quantity and reliability to reasonably support the coal reserve and resource
estimates.

Estimates
of any mineral reserve and resources are always subject to a degree of uncertainty. The level of confidence that can be applied to a particular
estimate is a function of, among other things, the amount, quality, and completeness of exploration data; geological complexity of the
deposit; and economic, legal, social and environmental factors associated with mining the reserve/resource. The Company’s
current coal reserves and resource estimates are based on the best information available and are subject to updates as conditions change.
Also refer to Item 1A. Risk Factors for discussion of risks associated with the estimates of the Company’s reserves and resources.

Exhibits
and Financial Statements, page 72

 6. We note that you filed a Technical Report Summary for the Oaktown Mining Complex
with your 2021 annual report though have not identified an updated report or listed this report in your exhibit index for the 2022 annual
report.

If you
intend to rely upon this Technical Report Summary as support for your mineral property disclosures that include estimates of resources
or reserves, this should be identified in your list of exhibits. However, under these circumstances it appears that you will need to obtain
and file an amendment to the Technical Report Summary that includes additional information, as outlined in the remaining comments in this
letter.

Response:
As discussed above, the Company intends to rely upon the 2021 Technical Report Summary prepared
by Boyd and additional information provided by Boyd as described below. The individuals at Boyd primarily responsible for the 2021 Technical
Report and the additional information below are by virtue of their education, experience, and professional association considered Qualified
Persons as defined in Subpart 1300 of Regulation S-K. Regarding your concerns on including additional information in the Technical Report
Summary, please see the responses to your comments below.

September 6, 2023

Page 5

 7. The Technical Report Summary referenced in the preceding comment does not include
all of the content prescribed by Item 601(b)(96) of Regulation S-K and would therefore not adequately support your disclosures of mineral
reserves and resources. Please consult with the qualified person involved in preparing that report to obtain and file a revised Technical
Report Summary that includes all of the following information:

 · A detailed description of the commodity price and cut-off grade used, or minimum
quality specifications where applicable, as referenced in Item 601(b)(96)(iii)(B)(12)(iii);

 · The commodity price projections indicated by Item 601(b)(96)(iii)(B)(16)(i);

 · The information pertaining to environmental compliance, permitting, and local individuals
or groups outlined in Item 601(b)(96)(iii)(B)(17);

 · The capital and operating costs, having major components set out in tabular form,
along with the associated level of accuracy as required by Item 601(b)(96)(iii)(18)(i);

 · The tax assumptions with the net present value presented on an after tax basis pursuant
to Item (601)(b)(96)(iii)(B)(19)(i).

Response:
The Company has consulted with Boyd, and provides the following response to the above request:

As
the preparing qualified person firm, Boyd and the Company believe that the Technical Report Summary generally includes all of the content
prescribed by Item 601(b)(96) of Regulation S-K.

 · With regards to commodity price and commodity
price projections, Boyd and the Company believe the Technical Report Summary is responsive to both Items 601(b)(96)(iii)(B)(12)(iii) and
601(b)(96)(iii)(B)(16)(i) of Regulation S-K. We respectfully refer the Staff to Section 1.7.3, Figure 11.4, and Table 12.2 of the Technical
Report Summary which provide, in various forms, the commodity prices used in the estimation of coal reserves for the Oaktown Mining Complex.
Boyd and the Company believe that the commodity prices are supported by the information contained in Chapter 10 and the historical commodity
prices provided in Section 11.2.

September 6, 2023

Page 6

 · With regards to cut-off grade used, or minimum
quality specifications, Boyd and the Company believe the Technical Report Summary is responsive to Item 601(b)(96)(iii)(B)(12)(iii) of
Regulation S-K. First, the primary focus is on defining the quality of the coal to be mined and the coal product being produced. This
is provided in Technical Report Summary Sections 52.2, 52.3, 5.3, 6.3.2, Table 6.2, 6.3.4, 10.2, etc. As shown in the Technical Report
Summary, there are not any grade cut-off criteria applied in our definition (estimation) of reserves, but our focus is on the marketability
of the product being produced.

We
respectfully refer the Staff to Sections 6.2.2 and 6.3.2 of the Technical Report Summary, which describes all of the applicable criteria
utilized in the estimation of coal resources and reserves, respectively, for the Oaktown Mining Complex.

 · Boyd and the Company believe that Sections 1.8
and 3.5 and Chapter 13 of the Technical Report Summary are responsive to Item 601(b)(96)(iii)(B)(17) of Regulation S-K.

 · Boyd and the Company refer the Staff to Tables
12.3 and 12.4 of the Technical Report Summary, which provide forecasted operating and capital costs (including their major components)
over the life of the mine, respectively. The level of accuracy associated with the forecasted capital and operating costs (±25%)
is stated in Section 11.4 (page 11-4) of the Technical Report Summary.

 · Boyd and the Company believe that the Technical
Report Summary is responsive to Item 601(b)(96)(iii)(B)(19)(i) of Regulation S-K in that the assumptions used in the economic analysis
are those “applicable to the mineral project.” The Oaktown Mining Complex’s operating company, Sunrise Coal LLC (“Sunrise”),
is a disregarded or pass-through entity. As such, it is not subject to federal and state income taxes. Therefore, Boyd and the Company
believe it is appropriate that the economic cash flows associated with the coal reserves exclude federal and state incomes taxes; as such,
Boyd has denoted the cash flows and derived NPVs as “Pre-tax” throughout the Technical Report Summary.

 8. The life-of-mine plan and project economics described in the Technical Report Summary
referenced above appear to include materials that have not been classified as a mineral reserve. However, a prefeasibility study or feasibility
study that is used to establish the economic viability of reserves, as referenced in Item 1302(e)(3) of Regulation S-K, should be based
solely on materials that qualify as mineral reserves.

Please
arrange to obtain and file a revised Technical Report Summary having a life-of-mine plan and project economics that are consistent with
these requirements.

September 6, 2023

Page 7

Response:
The Company has consulted with Boyd, and provides the following response to the above request:

 · Boyd and

United States securities and exchange commission logo
August 8, 2023
Brent Bilsland
Chief Executive Officer
Hallador Energy Company
1183 East Canvasback Drive
Terre Haute, IN 47802
Re:Hallador Energy Company
Registration Statement on Form S-3
Filed July 19, 2023
File No. 333-273325
Dear Brent Bilsland:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3
General
1.Please confirm your understanding that we will not be in a position to accelerate the
effectiveness of your registration statement until our comments relating to your Form 10-
 K for the fiscal year ended December 31, 2022 have been resolved.

            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.

 FirstName LastNameBrent Bilsland
 Comapany NameHallador Energy Company
 August 8, 2023 Page 2
 FirstName LastName
Brent Bilsland
Hallador Energy Company
August 8, 2023
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Cheryl Brown, Staff Attorney, at (202) 551-3905 or Kevin Dougherty,
Staff Attorney, at (202) 551-3271 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Sean Ewen

United States securities and exchange commission logo
August 1, 2023
Lawrence Martin
Chief Financial Officer
Hallador Energy Company
1183 East Canvasback Drive
Terre Haute, Indiana 47802
Re:Hallador Energy Company
Form 10-K for the Fiscal Year ended December 31, 2022
Filed March 16, 2023
File No. 001-34743
Dear Lawrence Martin:
            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
Mining Properties, page 31
1.We note that you have not provided various disclosures that are required by Item 101 and
Item 102 of Regulation S-K under the Business heading on page 4, and the Properties
heading on page 29, though have referred to Management's Discussion and Analysis for a
discussion of these topics. However, the disclosures you provide on pages 30-42 do not
appear to address all of the requirements pertaining to these sections of Form 10-K, which
include Subpart 1300 of Regulation S-K, applicable via Instruction 3 to Item 102.

We expect that you will need to file an amendment to your annual report to resolve the
concerns raised in the comments in this letter, regarding your business and mineral
property disclosures, and will need to obtain and file an amendment to the Technical
Report Summary to support your disclosures of mineral resources and reserves.

 FirstName LastNameLawrence Martin
 Comapany NameHallador Energy Company
 August 1, 2023 Page 2
 FirstName LastNameLawrence Martin
Hallador Energy Company
August 1, 2023
Page 2
For example, Item 1303 of Regulation S-K describes the content required as summary
disclosure pertaining to your mining properties, which should include a map that shows
the locations of all of your mining properties, as indicated in  Item 1303(b)(1), and the
overview information outlined in Item 1303(b)(2). The summary disclosure should
encompass all of your properties, including both material and non-material properties, and
should appear in advance of and incremental to the individual property disclosures that are
required by Item 1304 of Regulation S-K. The information required for the individual
property disclosure are more extensive and detailed in comparison.

Please expand your disclosures to include and to differentiate between the summary and
individual property disclosures to comply with the aforementioned guidance. Please
position or reposition disclosures that are intended to be responsive to these requirements
to a dedicated section of your filing, such as the Properties section on page 29, and
similarly address the requirements of Item 101 of Regulation S-K.
2.Please expand your disclosures of the mineral reserve estimate to include the mineral
price, cut-off grade, and metallurgical recovery factors utilized in preparing the estimate
as required by Item 1304(d)(1) of Regulation S-K.
3.Please expand your disclosures to include a comparison of your mineral reserves as of the
end of the most recent fiscal year and the end of the preceding fiscal year; this would
generally entail a narrative having quantification of and an explanation for the net
difference, to comply with Item 1304(e) of Regulation S-K.
4.The disclosures of mineralization under Other Properties on page 35, including the 1.0
million controlled saleable tons for the Ace in the Hole Mine #2, 0.3 million tons of low
sulfur coal at Prosperity, and 1.7 million tons of salable coal with an additional 0.6 million
available at Freelandville, do not include details that would ordinarily serve to clarify how
the estimates are consistent with the definitions in Item 1300 of Regulation S-K.

Only estimates prepared by a qualified person meeting the definitions in Item 1300 of
Regulation S-K should be disclosed.  If you believe this criteria would apply, expand your
disclosures to address the applicable requirements in Item 1303(b)(3) of Regulation S-
K or if this criteria has not been met, these estimates should be removed.
5.Please expand your disclosures to include the information required under Item 1305 of
Regulation S-K, regarding internal controls used in your exploration and mineral resource
and reserve estimation efforts.
Exhibits and Financial Statement Schedules, page 72
6.We note that you filed a Technical Report Summary for the Oaktown Mining Complex
with your 2021 annual report though have not identified an updated report or listed this
report in your exhibit index for the 2022 annual report.

 FirstName LastNameLawrence Martin
 Comapany NameHallador Energy Company
 August 1, 2023 Page 3
 FirstName LastName
Lawrence Martin
Hallador Energy Company
August 1, 2023
Page 3
If you intend to rely upon this Technical Report Summary as support for your mineral
property disclosures that include estimates of resources or reserves, this should be
identified in your list of exhibits.  However, under these circumstances it appears that you
will need to obtain and file an amendment to the Technical Report Summary that includes
additional information, as outlined in the remaining comments in this letter.
7.The Technical Report Summary referenced in the preceding comment does not include all
of the content prescribed by Item 601(b)(96) of Regulation S-K and would therefore not
adequately support your disclosures of mineral reserves and resources. Please consult with
the qualified person involved in preparing that report to obtain and file a revised Technical
Report Summary that includes all of the following information:

•A detailed description of the commodity price and cut-off grade used, or minimum
quality specifications where applicable, as referenced in Item
601(b)(96)(iii)(B)(12)(iii);
•The commodity price projections indicated by Item 601(b)(96)(iii)(B)(16)(i);
•The information pertaining to environmental compliance, permitting, and local
individuals or groups outlined in Item 601(b)(96)(iii)(B)(17);
•The capital and operating costs, having major components set out in tabular form,
along with the associated level of accuracy as required by Item 601(b)(96)(iii)(18)(i);
•The tax assumptions with the net present value presented on an after tax basis
pursuant to Item (601)(b)(96)(iii)(B)(19)(i).
8.The life-of-mine plan and project economics described in the Technical Report Summary
referenced above appear to include materials that have not been classified as a mineral
reserve. However, a prefeasibility study or feasibility study that is used to establish the
economic viability of reserves, as referenced in Item 1302(e)(3) of Regulation S-K,
should be based solely on materials that qualify as mineral reserves.

Please arrange to obtain and file a revised Technical Report Summary having a life-of-
mine plan and project economics that are consistent with these requirements.
            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 questions regarding the comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

United States securities and exchange commission logo
February 22, 2022
Lawrence Martin
Chief Financial Officer
Hallador Energy Co
1183 East Canvasback Drive
Terre Haute, Indiana, 47802
Re:Hallador Energy Co
Form 10-K for the Fiscal Year ended December 31, 2020
10-K filed March 9, 2021
File No. 001-34743
Dear Mr. Martin:
            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

	hnrg20220208_corresp.htm

February 8, 2022

VIA EDGAR

Division of Corporation Finance

Office of Energy & Transportation

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Hallador Energy Company

Form 10-K for the Year Ended December 31, 2020

Filed March 9, 2021

File No. 001-34743

Ladies and Gentlemen:

This letter from Hallador Energy Company (“we”, “our”, “us”, “Hallador” or the “Company”) is in response to comments from the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (“Commission”) received by letter dated December 15, 2021, relating to the Company’s Form 10-K for the Year Ended December 31, 2020 (File No. 001-34743) filed with the Commission on March 9, 2021.

In this letter, we have recited the comment from the Staff in italicized, bold type and have followed the comment with the Company’s response.

Form 10-K for the Year Ended December 31, 2020

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Results of Operations, page 32

1.           We note that you present the non-GAAP measure, Adjusted EBITDA as you believe it provides additional information about your core operating performance. However, your calculation of the measure for the quarter ended September 30, 2021 excludes charges such as asset impairments and the loss from Hourglass Sands while retaining the gain on extinguishment of the PPP loan. We see that you also present the non-GAAP measure Adjusted Free Cash Flow as a performance measure in a Form 8-K on November 9, 2021, which also excludes certain losses while retaining the gain mentioned above.

Tell us how you have considered, in selecting the adjustments to be reflected in these non-GAAP measures, the guidance in the Answer to Question 100.03 of the Division’s Compliance & Disclosure Interpretations of the Rules and Regulations on the use of non-GAAP financial measures, where an inconsistent approach to adjusting for non-recurring gains and losses may be viewed as contrary to Rule 100(b) of Regulation G.

Adjusted EBITDA

Our calculation of the non-GAAP measure, Adjusted EBITDA, is prescribed in the definition set forth in our Credit Agreement, as amended, dated September 30, 2019 (“Credit Agreement”) and filed with the Commission November 4, 2019. Adjusted EBITDA is defined in our Credit Agreement as (i) the sum of Consolidated Net Income (but excluding the effect of non-cash compensation expenses related to common stock and other equity securities issued to employees), depreciation, depletion, amortization, other non-cash charges to net income, interest expense, and income tax expense, plus (ii) costs and fees incurred in connection with the closing of the transactions contemplated by this Agreement, minus (iii) non-cash credits to net income for such period determined and consolidated in accordance with GAAP (per section 5.1). Excluded subsidiaries in the calculation per the Credit Agreement include Sunrise Energy, LLC, Sunrise Indemnity, Inc., and Hallador Sands and its Subsidiaries. We have disclosed in our filing our computation of Adjusted EBITDA as prescribed by our Credit Agreement. As outlined in Compliance and Disclosure Interpretations (C&DIs) 102.09, the Company’s Credit Agreement contains this non-GAAP financial measure, Adjusted EBITDA. The Company believes that the purpose of this non-GAAP financial measure is intended to be used as a measure of our liquidity. In this regard, in future filings, in accordance with the Commission’s guidance, we will include a discussion of the following:

			●

			the materiality of the Credit Agreement and the computation of Adjusted EBITDA;

			●

			the amount or limit required for compliance with the covenant; and

			●

			the actual or reasonably likely effects of compliance or non-compliance with the covenant on the Company’s financial condition and liquidity.

In addition, in future filings we will provide a reconciliation to an amount from the statement of cash flows – cash from operating activities, along with the presentation of the three major categories of the statement of cash flows.

Accordingly, we intend to include the following in future filings (using the nine months ended September 30, 2021 by illustration):

Management believes the non-GAAP financial measure, Adjusted EBITDA, is an important measure in analyzing our liquidity and is a key component of certain material covenants contained within our Credit Agreement, specifically a maximum leverage ratio and a debt service coverage ratio. Noncompliance with the leverage ratio or debt service coverage ratio covenants could result in our lenders requiring the Company to immediately repay all amounts borrowed. If we cannot satisfy these financial covenants, we would be prohibited under our Credit Agreement from engaging in certain activities, such as incurring additional indebtedness, making certain payments, and acquiring and disposing of assets. Consequently, Adjusted EBITDA is critical to the assessment of our liquidity. The required amount of Adjusted EBITDA is a variable based on our debt outstanding and/or required debt payments at the time of the quarterly calculation based on a rolling prior 12-month period.

Reconciliation of the non-GAAP financial measure, adjusted EBITDA to cash provided by operating activities, the most comparable GAAP measure, is as follows (in thousands) for the nine months ended September 30:

			2021

			2020

			Cash provided by operating activities

			$
			37,031

			$
			34,109

			Gain on extinguishment of debt

			10,000

			-

			Current income taxes

			-

			(598
			)

			Loss from Hourglass Sands

			109

			197

			Cash distribution - Sunrise Energy

			-

			(1,125
			)

			Bank interest expense

			6,610

			8,210

			Working capital period changes

			(14,872
			)

			(916
			)

			Other amoritization

			4,357

			4,274

			Adjusted EBITDA

			$
			43,235

			$
			44,151

			Cash used in investing activities

			$
			(18,075
			)

			$
			(11,493
			)

			Cash used in financing activities

			$
			(23,232
			)

			$
			(26,382
			)

Adjusted Free Cash Flow

In our Form 8-K, filed on November 9, 2021, we presented the non-GAAP financial measure, Adjusted Free Cash Flow. In our disclosure we have provided a description of how this measure is calculated. In future filings, we will clarify that Adjusted Free Cash Flow is intended to be used as a liquidity measure.

In addition, in future filings, we will provide a reconciliation to an amount from the statement of cash flows – cash from operating activities, along with the presentation of the three major categories of the statement of cash flows.

Accordingly, we intend to include the following in future filings (using information included in our Form 8-K filed on November 9, 2021):

Adjusted free cash flow, as reconciled in the table below, is a non-GAAP measure defined as cash provided by operating activities, plus the gain on extinguishment of our Paycheck Protection Program debt, less maintenance capital expenditures, less distributions from our equity method investments, less working capital changes, less taxes paid on stock-based compensation. We included the gain on extinguishment of debt in our calculation of adjusted free cash flow as this is the period in which the anticipated forgiveness of the cash received was granted and when the resources that would have been utilized to pay the debt were released. We eliminate working capital changes as we believe the timing effects of the period changes could make the non-GAAP measure misleading in determining our planning for any potential acquisitions and debt reduction. This measure may not be defined and calculated by other companies in the same manner. This non-GAAP measure may be useful to investors and other users of our financial statements as a supplemental measure of our cash performance, but should not be considered in isolation, as a measure of residual cash flow available for discretionary purposes, or as an alternative to operating cash flows presented in accordance with GAAP.

Reconciliation of the non-GAAP financial measure, Adjusted Free Cash Flow to Cash provided by operating activities, the most comparable GAAP financial measures, is as follows (in thousands) for the nine months ended September 30:

			2021

			2020

			Cash provided by operating activities

			$
			37,031

			$
			34,109

			Gain on extinguishment of debt

			10,000

			-

			Maintenance capital expenditures

			(5,716
			)

			(7,413
			)

			Cash distribution - Sunrise Energy

			-

			(1,125
			)

			Working capital period changes

			(14,872
			)

			(916
			)

			Unrealized gain on marketable securities

			-

			14

			Taxes paid on stock based compensation

			(2
			)

			(18
			)

			Adjusted Free Cash Flow

			$
			26,441

			$
			24,651

			Cash used in investing activities

			$
			(18,075
			)

			$
			(11,493
			)

			Cash used in financing activities

			$
			(23,232
			)

			$
			(26,382
			)

We appreciate your assistance in our compliance with applicable disclosure requirements and in enhancing the overall disclosures in our filings with the Commission. Should you have any questions or comments regarding this letter, please feel free to contact Todd Davis or myself at 812-299-2800.

Sincerely,

/s/ Lawrence D. Martin

Lawrence D. Martin

Chief Financial Officer

United States securities and exchange commission logo
December 15, 2021
Lawrence Martin
Chief Financial Officer
Hallador Energy Co
1183 East Canvasback Drive
Terre Haute, Indiana, 47802
Re:Hallador Energy Co
Form 10-K for the Fiscal Year Ended December 31, 2020
10-K filed March 9, 2021
File No. 001-34743
Dear Mr. Martin:
            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, 2020
Item 7. Managment's Discussion and Analysis of Financial Condition and Results of Operations.
Results of Operations, page 32
1.We note that you present the non-GAAP measure, Adjusted EBITDA as you believe it
provides additional information about your core operating performance. However, your
calculation of the measure for the quarter ended September 30, 2021 excludes charges
such as asset impairments and the loss from Hourglass Sands while retaining the gain on
extinguishment of the PPP loan.  We see that you also present the non-GAAP measure
Adjusted Free Cash Flow as a performance measure in a Form 8-K on November 9, 2021,
which also excludes certain losses while retaining the gain mentioned above.

Tell us how you have considered, in selecting the adjustments to be reflected in these non-
GAAP measures, the guidance in the Answer to Question 100.03 of the Division's
Compliance & Disclosure Interpretations of the Rules and Regulations on the use of non-

 FirstName LastNameLawrence Martin
 Comapany NameHallador Energy Co
 December 15, 2021 Page 2
 FirstName LastName
Lawrence Martin
Hallador Energy Co
December 15, 2021
Page 2
GAAP financial measures, where an inconsistent approach to adjusting for non-recurring
gains and losses may be viewed as contrary to Rule 100(b) of Regulation G.
            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 John Cannarella, Staff Accountant, at (202) 551-3337 or Jenifer
Gallagher, Staff Accountant, at (202) 551-3706 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

February 4, 2019
Lawrence D. Martin
Chief Financial Officer
Hallador Energy Company
1660 Lincoln Street, Suite 2700
Denver, CO 80264-2701
Re:Hallador Energy Company
Form 10-K for Fiscal Year Ended December 31, 2017
Filed March 13, 2018
File No. 001-34743
Dear Mr. Martin:
            We have completed our review of your filings.  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 Beverages, Apparel and
Mining

CORRESP
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			comment_letter_2_01182019

			

			

			

			Via EDGAR

			Correspondence Submission (non-public)

			January 18, 2019

			Mr. James Giugliano

			Division of Corporation Finance

			Office of Beverages, Apparel and Mining

			United States Securities and Exchange Commission

			Re: Hallador Energy Company

			Form 10-K for Fiscal Year Ended December 31, 2017 Filed March 13, 2018

			Form 8-K Filed November 7, 2018

			File: No. 001-34743

			

			Re:Comment letter dated December 20, 2018 regarding (1) segment reporting (2) inventories, and (3) non-GAAP measures

			Dear Mr. Giugliano:

			With regard to your item 1. Notes to Consolidated Financial Statements, (1) Summary of Significant Accounting Policies, page 48 – below is our response as well as a draft disclosure we will make in future filings.

			

			We have identified Lawrence D. Martin as our chief operating decision maker (“CODM”).  Mr. Martin is President of Sunrise Coal, LLC, the largest subsidiary of Hallador Energy Company, which makes up 99% of Hallador revenues and 94% of total assets.  The majority of Mr. Martin’s time and compensation is related to the management of Sunrise Coal, LLC.  Within Sunrise Coal, two primary operating segments exist, the Oaktown and Carlisle underground coal mines.  Each segment engages in business activities from which it may earn revenues and incur expenses, its operating results are reviewed monthly by the CODM to make decisions about resources to be allocated and to assess performance, and discrete financial information is available.  For reporting purposes, we aggregate the results of operations based on the aggregation criteria in FASB ASC 280-10-50-11.  Each of the mines operates in the same seam, mines the same coal, utilizes the same mining process, customer contracts are generally interchangeable between the mines, distributes the coal via rail or truck, and are expected to have similar future economic characteristics.  The Oaktown mine consists of two slopes which share a surface area, wash plant, and loading facility.  Carlisle reserves are also contiguous to Oaktown reserves.

			January 18, 2019

			Page | 2

			

			Segment Information (draft disclosure)

			The Company’s significant operating segments include the Oaktown and Carlisle underground mines located in southwestern Indiana.  The Company’s chief operating decision maker (“CODM”) reviews the operating results, assesses performance and makes decisions about allocation of resources to these segments at the mine level, however, we aggregate the results of operations of the mines for reporting purposes since the nature of the product, production process, customer type, product distribution, and long-term economic characteristics at each location are similar.

			

			With regard to your item 2. Inventories, page 48 – below is a draft disclosure we will make in future filings.

			Inventory and parts and supplies are valued at the lower of average cost or net realizable value.  Inventory costs include labor, supplies, operating overhead, and other related costs incurred at or on behalf of the mining location, including depreciation, depletion, and amortization of equipment, buildings, mineral rights, and mine development costs.

			With regard to your item 3. Form 8-K Filed November 7, 2018, Exhibit 99.1 regarding non-GAAP measures, below are reconciliations based on the nine months and three months ended September 30, 2018 and 2017.  Similar reconciliations will be included in future filings.

						

						

						Nine Months Ended

						Three Months Ended

						

						September 30,

						September 30,

						

						2018

						2017

						2018

						2017

						Net income

				$5,023

				$11,719

				$2,914

				$3,916

						Income tax expense (benefit)

				(546)

				993

				(589)

				10

						Loss from Hourglass Sands

				871

						                     -

				314

						                     -

						Loss (income) from equity method investments

				198

				(427)

				42

				(169)

						Purchased contract amortization

						                     -

				6,877

						                     -

				2,435

						DD&A

				32,759

				28,533

				10,810

				9,729

						ARO accretion

				866

				640

				293

				219

						Loss (gain) on impairment & disposal of assets

				576

				(8)

				4

				(12)

						Loss (gain) on marketable securities

				60

						                     -

				(134)

						                     -

						Interest Expense

				10,284

				9,662

				3,261

				3,229

						Other amortization

				2,517

				1,669

				935

				705

						Stock-based compensation

				2,755

				6,388

				389

				994

						Adjusted EBITDA

				$55,363

				$66,046

				$18,239

				$21,056

			

			January 18, 2019

			Page | 3

		

						

						

						Nine Months Ended

						Three Months Ended

						

						September 30,

						September 30,

						

						2018

						2017

						2018

						2017

						Net Income

				$5,023

				$11,719

				$2,914

				$3,916

						Equity method investments

				198

				(427)

				42

				(169)

						Purchased contract amortization

						                     -

				6,877

						                     -

				2,435

						Deferred income tax expense (benefit)

				(120)

				2,151

				(385)

				2,542

						DD&A

				32,764

				28,533

				10,815

				9,729

						ARO accretion

				866

				640

				293

				219

						Deferred financing costs amortization

				1,482

				1,371

				542

				457

						Change in fair value of interest rate swaps

				136

				(476)

				(708)

				(36)

						Loss (gain) on impairment & disposal of assets

				576

				(3)

				4

				56

						Maintenance capex

				(15,469)

				(8,880)

				(4,639)

				(2,961)

						Stock-based compensation less taxes paid

				2,744

				3,926

				389

				824

						Adjusted Free Cash Flow

				$28,200

				$45,431

				$9,267

				$17,012

			

			Please contact Todd Davis at (812) 299-2800, extension 228 or via e-mail at tdavis@sunrisecoal.com with any further questions.

			Sincerely,

			/s/ Lawrence D. Martin

			Lawrence D. Martin, CFO

CORRESP
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			hnrg-ltr_01042018

			

			Hallador Energy Company

			1660 Lincoln Street

			Suite 2700

			Denver, CO 80264-2701

			(303) 839-5504 – office

			

			

			Via EDGAR

			Correspondence Submission (non-public)

			

			

			January 4, 2019

			

			

			Mr. James Giugliano

			Division of Corporation Finance

			Office of Beverages, Apparel and Mining

			United States Securities and Exchange Commission

			

			Re: Hallador Energy Company

			Form 10-K for Fiscal Year Ended December 31, 2017 filed March 13, 2018

			Form 8-K filed November 7, 2018

			File: No. 001-34743

			

			Comment letter dated December 20, 2018

			

			Dear Mr. Giugliano:

			

			Per my discussion with you on December 21, 2018, we expect to provide you our response to your comments regarding segment reporting, inventories, and the reconciliation of non-GAAP measures on or before 4:00 p.m. Eastern time, Monday, January 21, 2019.

			

			Closing Comments

			

			In connection with our responses to your 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 contact Todd Davis at (812)299-2800 or tdavis@sunrisecoal.com with any further questions.

			

			Sincerely,

			

			

			/s/Lawrence D. Martin

			Lawrence D. Martin, CFO

December 20, 2018
Lawrence D. Martin
Chief Financial Officer
Hallador Energy Company
1660 Lincoln Street, Suite 2700
Denver, CO 80264-2701
Re:Hallador Energy Company
Form 10-K for Fiscal Year Ended December 31, 2017
Filed March 13, 2018
Form 8-K filed November 7, 2018
File No. 001-34743
Dear Mr. Martin:
            We have reviewed your filings 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 Fiscal Year Ended December 31, 2017
Notes to Consolidated Financial Statements
(1) Summary of Significant Accounting Policies, page 48
1.Please tell us how you have applied the guidance in FASB ASC 280-10 “Segment
Reporting” in regards to the identification of your Chief Operating Decision Maker
(“CODM”), the identification of your operating segments, and presentation of your
reportable segments.  Please include an analysis of the various factors you considered in
identifying your operating segments pursuant to ASC 280-10-50-1 including the nature of
the information provided to the CODM, the budgeting process, compensation, and the
management and organizational structure between the CODM and your coal mining
operations and any other factors that may be applicable.

 FirstName LastNameLawrence D. Martin
 Comapany NameHallador Energy Company
 December 20, 2018 Page 2
 FirstName LastName
Lawrence D. Martin
Hallador Energy Company
December 20, 2018
Page 2
Inventories, page 48
2.You disclose that coal inventory costs include labor, supplies, equipment costs (including
depreciation thereto) and overhead.  Please expand your disclosure to address whether
depreciation, depletion and/or amortization of land and mineral rights, mine development
costs and buildings are included in inventory costs.
Form 8-K Filed November 7, 2018
Exhibit 99.1
3.We note you present the non-GAAP measures Adjusted EBITDA and Adjusted Free Cash
Flow in your exhibit furnished under Item 2.02 of this Form 8-K.  Please include a
reconciliation of these non-GAAP measures to the most directly comparable financial
measure or measures calculated and presented in accordance with GAAP.  Refer to Item
10(e)(1)(i)(B) 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 James Giugliano at (202) 551-3319, or Angela Lumley at (202) 551-
3398, with any questions.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining

Mail Stop 3561

January 27 , 2016

Via E -mail
W. Anderson Bishop
Chief Financial Officer
Hallador Energy Company
1660 Lincoln Street, Suite 2700
Denver, C O 80264

Re: Hallador Energy Company
Form 10-K for the Year Ended December 31, 2014
Filed March 6 , 2015
File No. 001-34743

Dear M r. Bishop :

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 assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities la ws of the United States.  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 rules require.

        Sincerely,

        /s/Tia L. Jenkins

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

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			hnrg-20150930_comltr_01152016

			Via EDGAR and E-mail

			Correspondence Submission (non-public)

			January 15, 2016

			Mr. John Coleman, Mining Engineer

			E-mail:  ColemanJ@sec.gov

			Mr. Steve Lo, Accountant

			E-mail:  LoS@seg.gov

			Division of Corporation Finance

			United States Securities and Exchange Commission

			Re:Hallador Energy Company

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

			Filed March 6, 2015

			File: No. 001-34743

			Comment letter dated November 30, 2015 regarding (i) our coal reserves and related disclosures, (ii) liquidity and capital resources, and (iii) income taxes

			Dear Messrs. Coleman and Lo:

			Yesterday, we mailed to Mr. Coleman on CD the requested information in item 1, which you confirmed receiving today.

			With regard to your item 1  - “We note your disclosure of additional mineral reserves acquired through the acquisition of Vectren Fuels, Inc. Please forward to our engineer your technical report or the information that establishes the legal, technical and economic feasibility of the acquired Oaktown reserves, as required by paragraph (c) of Industry Guide 7. This information should include:”

				 ·

			Acreage breakdown by owned, leased or other.

			As shown in our reserve statement all reserves are leased. Included on the CD is a PDF file stating all reserves with acreage and average thickness shown in statement.  Reserve statement.pdf

				 ·

			Maps showing property, mine permit and reserve boundaries, including recent and historic production areas.

			Included on CD SEC Oaktown 2015/Maps/Oak Control Map1-1-2015.pdf

			1

				 ·

			Drill-hole maps showing drill intercepts.

			Included on CD SEC Oaktown 2015/Maps/Drillhole 1-2015 sec.pdf

			Also included under same folder as per requirements of Guide 7

			5thk 1-2015 sec.pdf

			Ashwd at 13%.pdf

			Btuwd at 13%.pdf

			Lab Float at 1.55.pdf

			Sulwd at 13%.pdf

			All quality maps are shown as product quality at assumed moisture of 13%

				 ·

			Justifications for the drill hole spacing used at various classification levels.

			Standards set forth by the USGS were used to place areas of the mine reserves into the Proven (measured) and Probable (indicated) categories. Under these standards, coal within 1,320' of a data point is considered to be proven, and coal within 1,320' to 3,960' is placed in the Probable category. All reserves are stated as a final salable product.

				 ·

			General cross-section that indicate the relationship between coal seams, geology, and topography.

			Cross-sections are included on the CD SEC Oaktown 2015/Cross-sections/

			A Base Map showing all cross-section locations is included along with all sections associated with each permit area.  Please noted that we are currently preparing a permit for the Illinois reserves and the sections for that area is included.  The permit is not yet submitted so the boundary is not shown on any maps.

				 ·

			A detailed description of your procedures for estimating reserves.

			The reserve estimates for all reserve areas was made utilizing Carlson Mining 2012 (software developed by Carlson Software). To convert volumes of coal to an in-place tonnage, a weight of 80 pounds/cubic foot was used for all reserve areas.

			To convert Oaktown 1 and 2 reserves to product tonnage, a 49% mine recovery and an estimated washed recovery (coal only recovery, no out-of- seam dilution included) were used.  Actual mine plans are used for the room and pillar operations with mains and panels.  The plant recovery is determined by modeling the lab float (see Lab Float map included on CD) from core analysis for each panel area shown in mine plan maps and then subtracting 8 points for actual plant recovery.  Example: In-place tonnage x 53% x 79% = product tonnage.

			The same procedure was used for the Knox County Carlisle tonnage except a mine recovery of 53% was used.  Higher recovery was due to current mining practice associated with the main currently in that area.

				 ·

			The site-specific criteria used to estimate reserves.

			For the underground reserves, our only current cut-off is seam height of less than 4 foot (see thickness map).  We have no quality cut-off associated with this area.

			Normal procedures are 3” cores samples are taken with an air or water drill.  Samples are bagged and boxed and sent to an independent lab for analysis.

			Raw samples values – as received Moisture% - Ash% - BTU/Lbs - Sulfur% -EQ Moisture%

			Same washed values at 1.50 s.g. – 1.55 s.g. -1.60 s.g. – 1.65 s.g.   s.g. specific gravity sink and float.  In addition, a lab float is determined at each gravity, which is used to determine wash plant recovery (normally lab float minus 8 points for underground and lab float minus 6 points for surface reserves.)

			We also send roof and floor cores for geotechnical analysis to assist in determining mining conditions and mine extraction percent.

				 ·

			An indication of how many years are left in your longest-term mining plan for each reserve block.

			Oaktown 1:   our current reserves would indicate an eleven-year life at high production rates.

			Oaktown 2:   our current reserves would indicate a twenty plus year life at high production rates.

			Carlisle:   our current reserves associated with the Vectren acquisition would indicate a five-year life at high production rates (This is for the Knox County panel only)

				 ·

			Site specific economic justifications for the criteria used to estimate reserves

			We only include reserves that can be mined at a cash profit based on current economic conditions.

				 ·

			Mining Plans or feasibility studies, including production schedules, cost estimates and cash flow projections.

			Reference is made to our contract table located on page 13 of our 2014 Form 10-K and to our disclosure in MD&A on page 17 where we state” “we expect our mining costs to be less than $30/ton in 2015.”

				 ·

			Third party reviews of your reserves that were developed within the last three years.

			No third party reviews are currently available.

				 ·

			Any other information needed to establish legal, technical and economic feasibility.

			Please be advised that prior to acquiring coal leases, we have our title abstractors or contract title abstractors conduct a preliminary title search on the property.  This information provides a strong indication of the coal owner, with who we will enter into a lease.  The next step is to execute leases with the owner, giving us control of the property.  Prior to mining the coal, we verify the lessor is the coal owner with a title opinion.  Prior to purchasing coal properties, we follow a similar process.

			With regard to your item 2, the annual capacity listed in our reserve table is for our wash plant.

			With regard to your items 3, disclose the capacity and utilization for each of your wash plants and item 4, disclose the actual annual production for each of your mines we will make the required disclosures in our future filings.

			With regard to your item 5. Liquidity and Capital Resources, page 16 – below is a draft discussion based on the year ended December 31, 2014.  Similar disclosure will be included in our 2015 Form 10K.

			As set forth in our Statement of Cash flows cash provided by operations was $55.9 million for 2014.  This amount was more than adequate to meet our capital expenditures for coal properties and to meet our debt service requirements.  In addition, at December 31, 2014 we have available an additional $59 million on our bank line of credit.  Our capex budget for 2015 is $37.6 million, of which $26.6 million is for maintenance capex. Cash from operations should fund these expenditures. Our bank debt at February 27, 2015 was $296 million compared to $345 million at September 30, 2014 and $306 million at December 31, 2014. As disclosed in our coal contracts table, we have 9.3 million tons contracted for 2015 at a selling price of $44.68.  Assuming margins of $14/ton or $130 million, cash from operations should be more than adequate to meet our 2015 capital expenditures and required debt payments. At December 31, 2014, our current ratio was in excess of 1.6, a healthy margin of safety.

			With regard to your item 6. Liquidity and Capital Resources, page 16 – below is a draft discussion based on the year ended December 31, 2014.  Similar disclosure will be included in our 2015 Form 10K.

			There are two key ratio covenants stated in our credit agreement: (i) a minimum fixed charge coverage ratio of 1.25 to 1 and (ii) a maximum leverage ratio (funded debt/EBITDA) not to exceed 3.25 to 1.  At December 31, 2014, our minimum fixed charge ratio was 1.84 and our leverage ratio was 2.73.  Therefore, we were in compliance with these two key ratios with room to spare.  Based on our internal projections we expect to be in compliance with our covenants for 2015.

			With regard to your item 7.Income Taxes, page 18 – below is a draft discussion based on the year ended December 31, 2014.  Similar disclosure, if applicable, will be included in our 2015 Form 10K.

			In March 2014, the state of Indiana passed legislation to reduce over the next eight years the corporate state income tax rate from 7.5% to 4.9% by 2022. We used a weighted rate of 6% for 2014.  This resulted in us making a one-time reduction of $1.4 million to our deferred income tax liability account and a one-time credit to our income tax expenses for the same amount resulting in an unsustainable low effective tax rate (ETR) of 4.5% for 2014. For 2015, we estimate our ETR to be comparable to the 2013 rate of 25%.

			Please contact me at (303) 839-5504, extension 315 or via e-mail at wabishop@halladorenergy.com with any further questions.

			Very truly yours,

			/s/ W. ANDERSON BISHOP

			W. Anderson Bishop, CFO

CORRESP
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			hnrg-20150930_comltr_1272015

			Hallador Energy Company

			1660 Lincoln Street

			Suite 2700

			Denver, CO 80264-2701

			(303) 839-5504 – office

			Via EDGAR and E-mail

			Corresondence Submission (non-public)

			December 7, 2015

			Mr. John Coleman, Mining Engineer

			E-mail:  ColemanJ@sec.gov

			Mr. Steve Lo, Accountant

			E-mail:  LoS@seg.gov

			Division of Corporation Finance

			United States Securities and Exchange Commission

			Re: Hallador Energy Company

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

			Filed March 6, 2015

			File: No. 001-34743

			Comment letter dated November 30, 2015 regarding (i) our coal reserves and related disclosures, (ii) liquidity and capital resources, and (iii) income taxes

			Dear Messrs. Coleman and Lo:

			Per my discussion with Mr. Coleman on December 3, 2015, we expect to provide you the requested information regarding our coal reserves and related disclosures on or before 3:30 p.m. Denver time, Friday, January 15, 2016.

			Soon after receipt of the comment letter, I had a discussion with Mr. Lo with regard to the comments regarding liquidity and capital resources and income taxes.  We will also address those comments on or before 3:30 p.m. Denver time, Friday, January 15, 2016.

			Closing Comments

			In connection with our responses to your 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 contact me at (303) 839-5504, extension 315 or via e-mail at wabishop@halladorenergy.com with any further questions.

			Very truly yours,

			/s/ W. ANDERSON BISHOP

			W. Anderson Bishop, CFO

Mail Stop 3561

November 30 , 2015

Via E -mail
W. Anderson Bishop
Chief Financial Officer
Hallador Energy Company
1660 Lincoln Street, Suite 2700
Denver, C O  80264

Re: Hallador Energy Company
Form 10-K for the Year Ended December 31, 2014
Filed March 6 , 2015
File No. 001-34743

Dear M r. Bishop :

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 prov iding the requested
information  or adv ise 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
Item 7.  Management’s Discussion and Analysis of Financial  Condition and R esults of
Operations, page  12
Reserve Table -Controlled Tons , page 14
1. We note your disclosure of additional mineral reserves acquired through the acquisition
of Vectren Fuels, Inc.  Please forward to our engineer your technical report or the
information that establishes the legal, technical and economic feasibility of the ac quired
Oaktown reserves, as required by paragraph (c) of Industry Guide 7.  This information
should include:

 Acreage breakdown by owned, leased or other.

W. Anderson Bishop
Hallador Energy Company
November 30 , 2015
Page 2

 Maps showing property, mine permit and reserve boundaries; including recent and
historic production areas.

 Drill-hole maps showing drill intercepts.

 Justifications for the drill hole spacing used at various classification levels.

 General cross -section s that indicate the relationship between coal seams, geology, and
topography.

 A detailed description of your procedures for estimating reserves.

 The specific criteria used to estimate reserves.

 An indication of how many years are left in your longest -term mining plan for each
reserve block.

 Site specific economic justification for the criteria you used to estimate reserves.

 Mining plans or feasibility studies, including production schedules, cost estimates and
cash flow projections.

 Third party revie ws of your reserves that were developed within the last three years.

 Any other information needed to establish legal, technical and economic feasibility.

Please provide this information on a CD, formatted as Adobe PDF files.  You may ask to
have this information returned by making a written request at the time it is furnished, as
provided in Rule 12b -4 of Regulation 12.  If you have questions concerning the above
request, please contact John Coleman, Mining Engineer at (202) 551 -3610.

2. Please tell u s if the annual capacity listed in your reserve table is wash plant or mine
annual capacity and clarify in future filings.

3. In future filings please disclose the capacity and utilization for each of you wash plants
pursuant to the Instructions to Item 1 02 of Regulation S -K.

4. In future filings please disclose the actual annual production for each of your mines
pursuant to the Instructions to Item 102 of Regulation S -K.

W. Anderson Bishop
Hallador Energy Company
November 30 , 2015
Page 3

 Liquidity and Capital Resources, page 16

5. Please expand your discussion in future filings to descr ibe your ability to generate
adequate amounts of cash from operations or other sources to meet your liquidity needs
in future filings.  In this regard, you should indicate those balance sheet conditions or
income or cash flow items which you believe may be  indicators of your liquidity .  Please
provide a draft discussion based on the year ended December 31, 2014 in your response.
For further guidance, refer to SEC Release 33 -8350.

6. We note that your bank debt has increased significantly in 2014 du e to the debt obtained
to finance the acquisition of Vectren Fuels, Inc.  In future filings, please discuss your
bank debt and related covenants and disclose whether you are in compliance with those
covenants .  Please provide a draft discussion in your response.

Income Taxes, page 18

7. You disclose that your effective tax rate for 2014 was 4.5% compared to 25% for 2013,
primarily due to the reduction in the Indiana state income tax rate.  You further disclose
that you estimate your 201 5 effective tax rate to be comparable to the 2013 rate.  Please
provide us a proposed disclosure to be included in future filings to describe the reduction
in the Indiana state income tax rate in 2014 that resulted in your 4.5% effective tax rate
for this period.

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 are responsible for the accuracy
and adequacy of the disclosures they have made.

W. Anderson Bishop
Hallador Energy Company
November 30 , 2015
Page 4

 In responding to our comment s, please provide a written 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 wi th 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.

You may contact Steve Lo at (202) 551 -3394 or Linda Cvrkel  at (202) 551 -3813 if you
have questions regarding comments on the financial statements and related matters  and John
Coleman , Mining Engineer , at (202) 551-3610 regarding the engineering comments .

        Sincerely,

        /s/Tia L. Jenkins

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

June 1 7, 2013

Via E -mail
Mr. W. Anderson Bishop
Chief Financial Officer
Hallador Energy Company
1660 Lincoln Street, Suite 2700
Denver, Colorado  80264 -2701

Re: Hallador Energy Company
 Form 10 -K for Fiscal Year Ended December 31, 2012
Filed March 7, 2013
File No. 001-34743

Dear Mr. Bishop :

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 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.  We urge all persons who are re sponsible for the
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 rules require.

Sincerely,

       /s/ John Reynolds

John Reynolds
Assistant Director

CORRESP
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    secltr06052013.htm

Hallador Energy Company

1660 Lincoln Street

Suite 2700

Denver, CO 80264-2701

303/839-5504 - office

Via EDGAR

June 5, 2013

Mr. George Schuler, Mining Engineer

Division of Corporation Finance

United States Securities and Exchange Commission

Re: Hallador Energy Company

Form 10-K for Fiscal Year Ended December 31, 2012

Filed March 7, 2013

File: No. 001-34743

Response to your comment letter of May 31, 2013

Dear Mr. Schuler,

With regard to your comment #1 we will include the following paragraph in our 2013 Form 10-K:

"Prior to acquiring coal leases, we have our title abstractors or contract title abstractors conduct a preliminary title search on the property.  This information provides a strong indication of the coal owner, with whom we will enter into a lease. The next step is to execute a lease with the owner, giving us control of the property.  Prior to mining the coal, we verify the lessor is the coal owner with a title opinion.  Prior to purchasing coal properties we follow a similar process."

With regard to your comment #2 we will include the information in our 2013 Form 10-K and will also include the mine specific BTU and sulfur metrics in the reserve table.

With regard to your comment #3 we will include the following disclosure in our 2013 Form 10-K:

Regulatory Matters

    Federal, state and local authorities regulate the U.S. coal mining industry with respect to matters such as employee health and safety, permitting and licensing requirements, air quality standards, water pollution, plant and wildlife protection, the reclamation and restoration of mining properties after mining has been completed, the discharge of materials into the environment, surface subsidence from underground mining and the effects of mining on groundwater quality and availability. In addition, the industry is affected by significant legislation mandating certain benefits for current and retired coal miners. Numerous federal, state and local governmental permits and approvals are required for mining operations. We believe that we have obtained all permits currently required to conduct our present mining operations.

We endeavor to conduct our mining operations in compliance with all applicable federal, state and local laws and regulations. However, because of extensive and comprehensive regulatory requirements, violations during mining operations occur from time to time in the industry. None of our violations to date or the monetary penalties assessed have been material.

Mine Safety and Health

We are subject to health and safety standards both at the federal and state level. The regulations are comprehensive and affect numerous aspects of mining operations, including training of mine personnel, mining procedures, blasting, the equipment used in mining operations and other matters.

MSHA is the entity responsible for monitoring compliance with the federal mine health and safety standards. MSHA has various enforcement tools that it can use, including the issuance of monetary penalties and orders of withdrawal from a mine or part of a mine. Some, but not all, of the costs of complying with existing regulations and implementing new safety and health regulations may be passed on to customers.

MSHA has recently taken a number of actions to identify mines with safety issues, and has engaged in a number of targeted enforcement, awareness, outreach and rulemaking activities to reduce the number of mining fatalities, accidents and illnesses. There has also been an industry-wide increase in the monetary penalties assessed for citations of a similar nature.

Black Lung

Under the Black Lung Benefits Revenue Act of 1977 and the Black Lung Benefits Reform Act of 1977, as amended in 1981, each U.S. coal mine operator must pay federal black lung benefits and medical expenses to claimants who are current and former employees and last worked for the operator after July 1, 1973. Coal mine operators must also make payments to a trust fund for the payment of benefits and medical expenses to claimants who last worked in the coal industry prior to July 1, 1973. Historically, less than 7% of the miners currently seeking federal black lung benefits are awarded these benefits. The trust fund is funded by an excise tax on U.S. production of up to $1.10 per ton for deep-mined coal and up to $0.55 per ton for surface-mined coal, neither amount to exceed 4.4% of the gross sales price.

Environmental Laws and Regulations

We are subject to various federal, state, local and tribal environmental laws and regulations. These laws and regulations place substantial requirements on our coal mining operations, and require regular inspection and monitoring of our mines and other facilities to ensure compliance. We are also affected by various other federal, state, local and tribal environmental laws and regulations that our customers are subject to.

Surface Mining Control and Reclamation Act. In the U.S., the Surface Mining Control and Reclamation Act of 1977 (SMCRA), which is administered by the Office of Surface Mining Reclamation and Enforcement (OSM), established mining, environmental protection and reclamation standards for all aspects of U.S. surface mining and many aspects of deep mining. Mine operators must obtain SMCRA permits and permit renewals for mining operations from the OSM. Where state regulatory agencies have adopted federal mining programs under SMCRA, the state becomes the regulatory authority.

After a permit application is prepared and submitted to the regulatory agency, it goes through a completeness and technical review. Public notice of the proposed permit is given for a comment period before a permit can be issued. Regulatory authorities have considerable discretion in the timing of the permit issuance and the public has the right to comment on and otherwise engage in the permitting process, including public hearings and through intervention in the courts. Before a SMCRA permit is issued, a mine operator must submit a bond or other form of financial security to guarantee the performance of reclamation obligations.

The Abandoned Mine Land Fund, which is part of SMCRA, requires a fee on all coal produced in the U.S. The proceeds are used to rehabilitate lands mined and left unreclaimed prior to August 3, 1977 and to pay health care benefit costs of orphan beneficiaries of the Combined Fund created by the Coal Industry Retiree Health Benefit Act of 1992. The fee amount can change periodically. Pursuant to the Tax Relief and Health Care Act of 2006, from October 1, 2007 to September 30, 2012, the fee was $0.315 and $0.135 per ton of surface-mined and underground-mined coal, respectively. From October 1, 2012 through September 30, 2021, the fee is $0.28 and $0.12 per ton of surface-mined and underground-mined coal, respectively. We also pay $0.03 per ton to the Indiana Department of Reclamation.

The OSM is in the process of developing a “stream protection rule,” which could result in changes to surface mining regulations under the SMCRA program and will likely be proposed in 2013.

Clean Air Act. The Clean Air Act, enacted in 1970, and comparable state and tribal laws that regulate the emissions of materials into the air affect our U.S. coal mining operations both directly and indirectly.

Direct impacts on coal mining and processing operations may occur through the Clean Air Act permitting requirements and/or emission control requirements relating to particulate matter (PM), sulfur dioxide and ozone. It is possible that modifications to the national ambient air quality standards (NAAQS) could directly impact our mining operations in a manner that includes, but is not limited to, requiring changes in vehicle emissions standards or resulting in newly designated non-attainment areas. Furthermore, the Environmental Protection Agency (EPA) has recently adopted new rules to add more stringent PM emissions limits for coal preparation and processing plants constructed or modified after April 28, 2008.

The Clean Air Act indirectly, but more significantly, affects the U.S. coal industry by extensively regulating the air emissions of sulfur dioxide, nitrogen oxides, mercury, PM and other substances emitted by coal-fueled electricity generating plants. The air emissions programs that may affect our operations, directly or indirectly, include, but are not limited to, the Acid Rain Program, interstate transport rules, New Source Performance Standards, Maximum Achievable Control Technology (MACT) emissions limits for Hazardous Air Pollutants, the Regional Haze program and New Source Review. In addition, in recent years the U.S. EPA has adopted more stringent NAAQS for PM, nitrogen oxide and sulfur dioxide. The EPA has also proposed a more stringent ozone standard but withdrew it in 2011. That standard is due for reconsideration in 2013. Many of these programs and regulations have resulted in litigation which has not been completely resolved.

In December 2009, the EPA published its finding that atmospheric concentrations of greenhouse gases endanger public health and welfare within the meaning of the Clean Air Act, and that emissions of greenhouse gases from new motor vehicles and motor vehicle engines are contributing to air pollution that are endangering public health and welfare within the meaning of the Clean Air Act. In May 2010, the EPA published final greenhouse gas emission standards for new motor vehicles pursuant to the Clean Air Act. Both the endangerment finding and motor vehicle standards are the subject of litigation. Because the Clean Air Act specifies that the prevention of significant deterioration (PSD) program applies once emissions of regulated pollutants exceed either 100 or 250 tons per year (depending on the type of source), millions of sources previously unregulated under the Clean Air Act could be subject to greenhouse gas reduction measures. The EPA published a rule in June 2010 to limit the number of greenhouse gas sources that would be subject to the PSD program. In the so-called “tailoring rule,” the EPA limited the regulation of greenhouse gases from certain stationary sources to those that emit more than 75,000 tons of greenhouse gases per year (for sources that would be subject to PSD permitting regardless of greenhouse gas emissions due to other emissions) or 100,000 tons of greenhouse gases per year (for sources not subject to PSD permitting for any other air emissions), measured by “carbon dioxide equivalent.” In a decision issued on June 26, 2012, the United States Court of Appeals affirmed the EPA's endangerment finding, its motor vehicle greenhouse gas rule and the tailoring rule. In a decision issued on December 20, 2012, the same court denied petitions to reconsider that decision. Petitions for review to the United States Supreme Court are expected.

New Source Performance Standards (NSPS). In December 2010, the EPA announced a settlement with states and environmental groups that had filed litigation challenges to the EPA's decisions not to establish greenhouse gas emission standards for fossil fuel-fired power plants and for petroleum refineries under section 111 of the Clean Air Act. In the settlement, the EPA agreed: (1) to sign proposed NSPS for new and modified electric utility steam generating units under section 111(b) and proposed guidelines for states' development of emission standards for existing electric utility steam generating units under section 111(d) by July 26, 2011; and (2) to take final action on the proposed section 111(b) standards and section 111(d) guidelines by May 26, 2012. On April 13, 2012, the EPA published for comment the proposed NSPS for emissions of carbon dioxide for new fossil fuel-fired electric utility generating units. If these standards are adopted as proposed, it is unlikely, with a few possible exceptions, that any new coal-fired electric utility generating units could be constructed in the U.S. without the use of CCS technologies. The EPA has not yet finalized rules for modified or existing sources. Whatever the EPA determines the NSPS to be, those will then be the minimum requirements for best available control technology requirements under the PSD program. We believe that any final rules issued by the EPA in this area will be challenged. The EPA is required to finalize the 111(b) rule by April 2013 or re-propose a new rule for the same category.

Cross State Air Pollution Rule (CSAPR). On July 6, 2011, the EPA finalized the CSAPR, which requires 28 states from Texas eastward (not including the New England states or Delaware) to significantly improve air quality by reducing power plant emissions that cross state lines and contribute to ozone and/or fine particle pollution in other states. The CSAPR is one of a number of significant regulations the EPA has issued or expects to issue that will impose more stringent requirements relating to air, water and waste controls on electric generating units. Under the CSAPR, the first phase of the nitrogen oxide and sulfur dioxide emissions reductions were to commence in 2012 with further reductions effective in 2014. In October 2011, the EPA proposed amendments to the CSAPR to increase emission budgets in ten states, including Texas, and ease limits on market-based compliance options. While CSAPR had an initial compliance deadline of January 1, 2012, the rule was challenged and on December 30, 2011, the U.S. Court of Appeals for the District of Columbia stayed the rule and advised that the EPA is expected to continue administering the Clean Air Interstate Rule (CAIR) until the pending challenges are resolved. The court vacated the CSAPR on August 21, 2012, in a 2 to 1 decision, concluding that the rule was beyond the EPA's statutory authority. On October 5, 2012, the EPA petitioned for en banc review of that decision by the entire U.S. Court of Appeals for the District of Columbia Circuit, which denied the EPA's petition on January 24, 2013.

Mercury and Air Toxic Standards (MATS). On December 16, 2011, the EPA issued the MATS, which imposes MACT emission limits on hazardous air emissions from new and existing coal-fueled electric generating plants. The rule also revised NSPS for nitrogen oxides, sulfur dioxides and PM for new and modified coal-fueled electricity generating plants. The MACT rule provides three years for compliance and a possible fourth year as a state permitting agency deems necessary. The final rule is the subject of pending litigation. On November 30, 2012, the EPA published proposed reconsidered MACT new plant standards.  These proposed reconsidered standards are less stringent in some aspects than the standards issued in December 2011.

Clean Water Act. The Clean Water Act of 1972 affects U.S. coal mining operations by requiring effluent limitations and treatment standards for wastewater discharge from mines through the National Pollutant Discharge Elimination System (NPDES). Regular monitoring, reporting and performance standards are requirements of NPDES permits that govern the discharge of water from mine-related point sources into receiving waters.

The U.S. Army Corps of Engineers (Corps) regulates certain activities affecting navigable waters and waters of the U.S., including wetlands. Section 404 of the Clean Water Act requires mining companies to obtain Corps permits to place material in streams for the purpose of creating slurry ponds, water impoundments, refuse areas, valley fills or other mining activities.

States are empowered to develop and apply “in stream” water quality standards. These standards are subject to change and must be approved by the EPA. Discharges must either meet state water quality standards or be authorized through available regulatory processes such as alternate standards or variances. “In stream” standards vary from state to state. Additionally, through the Clean Water Act section 401 certification

May 31 , 2013

Via E -mail
Mr. W. Anderson Bishop
Chief Financial Officer
Hallador Energy Company
1660 Lincoln Street, Suite 2700
Denver, Colorado  80264 -2701

Re: Hallador Energy Company
 Form 10-K for Fiscal Year Ended December 31, 2012
Filed  March 7, 2013
Responses dated May 3, 2013 and May 21, 2013
File:  No. 001-34743

Dear Bishop :

We have reviewed your responses and the supplemental materials provided  and have the
following comments.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstance s or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

1. We note your response to comment 2 in which you describe the title review process you
use to confirm your property and mineral rights.  Please include a similar discussio n in
your filing s describing this review/evaluation process.  In the event you wish to address
this comment prospectively, please include a draft paragraph or page of your proposed
discussion to be included in your future filings.

2. We reviewed your respons e to comment 3 as disclosed in your Form 10 -Q for the period
ending March 31, 2013.  Please confirm you will include this information and add the
mine specific BTU and sulfur quality or content to  your reserve tables  in your future
filings.

3. We note your response to comment 4 indicating that you believe that your present
disclosure is adequate.  Please add additional disclosure to your filing regarding your
permit requirements and costs under the Surface Mining Control and Reclamation Act in

Mr. W. Anderson Bishop
Hallador Energy Company
 May 31 , 2013
 Page 2

 your reclamation section.  Additional disclosure regarding your permits and obligations
concerning the National Pollutant Discharge Elimination System, Source Specific
Operators Agreement, Clean Water Act Sections 401, 402, and 404 would be
informative.  Pl ease also include disclosure regarding the Black Lung Revenue & Reform
Acts, if applicable.   In the event you wish to address this comment prospectively, please
include a draft paragraph or page of your proposed discussion to be included in your
future fil ings.

4. We note your response to comment 7 and acknowledge receipt of your sampling
procedure descriptions which were included with your supplemental materials.  Please
include a generalized description of these procedures along with your exploration and
production process descriptions in your revised filing.  In the event you wish to address
this comment prospectively, please include a draft paragraph or page of your proposed
discussion to be included in your future filings.

We urge all persons who are res ponsible 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 pos session of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

You may contact George Schuler, Mining Engineer, at (202) 551 -3718 with questions
about these comments.  Please contact me at (202) 551 -3795 with any other questions.

Sincerely,

       /s/ John Reynolds

John Reynolds
Assistant Director

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    ltr05212013.htm

Hallador Energy Company

1660 Lincoln Street

Suite 2700

Denver, CO 80264-2701

303/839-5504 - office

Via EDGAR

May 21, 2013

Mr. George Schuler, Mining Engineer

Division of Corporation Finance

United States Securities and Exchange Commission

Re: Hallador Energy Company

Form 10-K for Fiscal Year Ended December 31, 2012

Filed March 7, 2013

File: No. 001-34743

Second response to your comment letter of April 25, 2013

Dear Mr. Schuler,

Sam Elder, our mining engineer, mailed to you the information you requested and you confirmed receipt thereof.  Sam’s information should satisfy your comments #1, #4 and #7.

With regard to your comment #2 relating to title please be advised that prior to acquiring coal leases, we have our title abstractors or contract title abstractors conduct a preliminary title search on the property.  This information provides a strong indication of the coal owner, with whom we will enter into a lease. The next step is to execute a lease with the owner, giving us control of the property.  Prior to mining the coal, we verify the lessor is the coal owner with a title opinion.  Prior to purchasing coal properties we follow a similar process.

As stated in my letter of May 3 we did in fact include your requested disclosures (your comment #3) in our Form 10-Q for the quarter ended March 31 which was filed on May 15, 2013.  We will also make the same type disclosures in our Form 10-K for the year ending December 31, 2013.  Consequently, we see no need to amend our 2012 Form 10-K.

With regard to your comment #4 dealing with S-K Item 101(h) (4) (viii), (ix) and (xi) we believe the disclosures made in the 2012 Form 10-K on pages five and six comply with the regulations and serve the ultimate goal of protecting our investors. For convenience those disclosures are stated below:

Safety and Environmental Regulations

Our operations, like operations of other coal companies, are subject to extensive regulation, primarily by federal and state authorities, on matters such as: air quality standards; reclamation and restoration activities involving our mining properties; mine permits and other licensing requirements; water pollution; employee health and safety; management of materials generated by mining operations; storage of petroleum products; protection of wetlands and endangered plant and wildlife protection.  Many of these regulations require registration, permitting, compliance, monitoring and self-reporting and may impose civil and criminal penalties for non-compliance.

Additionally, the electric generation industry is subject to extensive regulation regarding the environmental impact of its power generation activities, which could affect demand for our coal over time. The possibility exists that new legislation or regulations may be adopted or that the enforcement of existing laws could become more stringent, causing coal to become a less attractive fuel source and reducing the percentage of electricity generated from coal. Future legislation or regulation or more stringent enforcement of existing laws may have a significant impact on our mining operations or our customers’ ability to use coal.

While it is not possible to accurately quantify the expenditures we incur to maintain compliance with all applicable federal and state laws, those costs have been and are expected to continue to be significant. Federal and state mining laws and regulations require us to obtain surety bonds or post letters of credit from our banks to guarantee performance or payment of certain long-term obligations, including mine closure and reclamation costs

Reclamation

The Carlisle mine began commercial production in February 2007 and is operating in compliance with all local, state, and federal regulations.  We have no old mine properties to reclaim, other than the Howesville mine, which was operated for only eight months before it was closed in June 2006 due to safety concerns.   During 2007, we finished Phase I of the reclamation of the Howesville mine.  We expect the final phase to be completed by the end of 2015.

Mining Permits and Approvals

Numerous governmental permits or approvals are required for mining operations. When we apply for these permits and approvals, we may be required to prepare and present to federal, state or local authorities data pertaining to the effect or impact that any proposed production or processing of coal may have upon the environment. The authorization, permitting and implementation requirements imposed by any of these authorities may be costly and time consuming and may delay commencement or continuation of mining operations. Regulations also provide that a mining permit or modification can be delayed, refused or revoked if an officer, director or a shareholder with a 10% or greater interest in the entity is affiliated with another entity that has outstanding permit violations. Thus, past or ongoing violations of federal and state mining laws could provide a basis to revoke existing permits and to deny the issuance of additional permits.

In order to obtain mining permits and approvals from state regulatory authorities, mine operators must submit a reclamation plan for restoring, upon the completion of mining operations, the mined property to its prior condition, productive use or other permitted condition. Typically, we submit the necessary permit applications several months before we plan to begin mining a new area. Some of our required permits are becoming increasingly more difficult and expensive to obtain, and the application review processes are taking longer to complete and becoming increasingly subject to challenge.  Under some circumstances, substantial fines and penalties, including revocation or suspension of mining permits, may be imposed under the laws described above. Monetary sanctions and, in severe circumstances, criminal sanctions

may be imposed for failure to comply with these laws.  Compliance with these laws has increased the cost of coal mining for domestic coal producers.

Mine Health and Safety Laws

We are proud of our safety record.  We comply with the rules and regulation issued by the Mine Safety and Health Administration (MSHA) and also state rules and regulations.  We applaud all reasonable rules and regulation that promote mine safety and keep our miners out of harm’s way.  Complying with these existing rules and proposed rules add to our mining costs.

Clean Air Act and Related Regulations

The federal Clean Air Act and similar state laws and regulations which regulate emissions into the air, affect coal mining, coal handling and processing, primarily through permitting and/or emissions control requirements.

The Clean Air Act also indirectly affects coal mining operations by extensively regulating the air emissions of the coal-fired electric power generating plants operated by our customers. Coal contains impurities, such as sulfur, mercury and other constituents, many of which are released into the air when coal is burned. Carbon dioxide, a greenhouse gas (GHG), is also emitted when coal is burned. Environmental regulations governing emissions from coal-fired electric generating plants could affect demand for coal as a fuel source and affect the volume of our sales. For example, the federal Clean Air Act places limits on sulfur dioxide, nitrogen dioxide, and mercury emissions from electric power plants.

The installation of additional control measures to achieve regulatory emission reductions makes it more costly to operate coal-fired power plants and could make coal a less attractive fuel.

The federal Clean Air Act and similar state laws and regulations which regulate emissions into the air, affect coal mining, coal handling and processing, primarily through permitting and/or emissions control requirements.

The Clean Air Act also indirectly affects coal mining operations by extensively regulating the air emissions of the coal-fired electric power generating plants operated by our customers. Coal contains impurities, such as sulfur, mercury and other constituents, many of which are released into the air when coal is burned. Carbon dioxide, a greenhouse gas (GHG), is also emitted when coal is burned. Environmental regulations governing emissions from coal-fired electric generating plants could affect demand for coal as a fuel source and affect the volume of our sales. For example, the federal Clean Air Act places limits on sulfur dioxide, nitrogen dioxide, and mercury emissions from electric power plants.

With regard to your comment #5 dealing with the map, attached is the JPEG file which we will include in our 2013 Form 10-K.

With regard to your comment #6 dealing with Guide 7, we believe that the disclosures on pages two and seven of the 2012 Form 10-K comply with the regulations and serve the ultimate goal of protecting our investors.  We did disclose in the 2013 first quarter Form 10-Q that we do not use outside mining contractors and will repeat such disclosure in the 2013 Form 10-K.

Please contact me at (303) 839-5504, extension 315 with any further questions.

Very truly yours,

/s/ W. ANDERSON BISHOP

W. Anderson Bishop, CFO

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Hallador Energy Company

1660 Lincoln Street

Suite 2700

Denver, CO 80264-2701

(303) 839-5504 - office

Via EDGAR

May 3, 2013

Mr. George Schuler, Mining Engineer

Division of Corporation Finance

United States Securities and Exchange Commission

Re: Hallador Energy Company

Form 10-K for Fiscal Year Ended December 31, 2012

Filed March 7, 2013

File: No. 001-34743

Dear Mr. Schuler:

In response to your comment letter of April 25, 2013 regarding our coal reserves and related disclosures we would like additional time to respond.

You and Sam Elder, our mining engineer, had a telephone discussion Monday afternoon, April 29, 2013, to discuss your comments.

We expect to provide you the requested information on or before Thursday, May 16, 2013.

We expect to file our first quarter Form 10-Q on or before May 15, 2013 and will include the following disclosures in such filing in response to some of your comments:

All of our underground coal reserves are high sulfur (4.5 - 6#) with a BTU content in the 11,500 range. As discussed below the Ace surface mine is low sulfur (1.5#) with a BTU content of 11,400.  We have no met coal reserves, only steam (thermal) coal reserves. Other than the Ace surface mine our coal reserves are non-compliance.  We do not use outside contractors.  Below is a discussion of our current projects preceded by a table of our coal reserves.

Reserve Table - Controlled Tons (in millions):

Year End Reserves

Annual Capacity

2012

2011

Proven

Probable

Proven

Probable

Carlisle (assigned)

3.3

34.2

9.3

36.0

10

Ace-in-the-Hole (assigned)

0.5

3.1

-

-

  -

Bulldog (unassigned)

-

19.5

16.1

16.3

16

Russellville (unassigned)

-

15.5

13.9

-

-

  Total

3.8

72.3

39.3

52.3

26

Assigned

46.6

Unassigned

65.0

  Total

111.6

Please note that the above table was derived from the disclosures we had in the 2012 Form 10-K albeit it was disaggregated.

Mine and Wash Plant Recovery

Mine Recovery

Wash Plant Recovery

Carlisle

53%

79%

Bulldog

45%

77%

Russellville

54%

77%

All of these three reserve areas are room and pillar underground reserves.

The Ace-in-the-Hole mine is a multi-seam open pit strip mine. The majority of the seams are sold raw, but some of the seams will be washed prior to sales depending on quality. To convert the tons sold raw the in-place tonnage is taken times a pit recovery of 94% based on seam thickness. To convert the tons sold washed the in-place tonnage is taken times a pit recovery based on seam thickness then reduced by the projected plant recovery of 72%.

Closing Comments

In connection with our responses to your 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 contact me at (303) 839-5504, extension 315 or via e-mail at wabishop@halladorenergy.com with any further questions.

Very truly yours,

/s/ W. ANDERSON BISHOP

W. Anderson Bishop, CFO

April 2 5, 2013

Via E -mail
Mr. W. Anderson Bishop
Chief Financial Officer
Hallador Energy Company
1660 Lincoln Street, Suite 2700
Denver, Colorado  80264 -2701

Re: Hallador Energy Company
 Form 10-K for Fiscal Year Ended December 31, 2012
Filed  March 7, 2013
File: No. 001-34743

Dear Mr. Bishop :

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 this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstance s or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Active Reserve (assigned) - Carlisle Mine (underground), page 2

1. Proven and probable reserves are disclosed for your Carlisle, Ace -in–the–hole,
(Allerton?), Bulldog, and Russellville properties.  Please forward  to our engineer as
supplemental information and not as part of your filing, your information that establishes
the legal, technical, and economic feasibility of your materials designated as res erves, as
required by Section C of Industry Guide 7 pursuant to  Rule 12b -4 of the Exchange Act.
The information requested includes, but is not limited to:

 Property and geologic maps

 Description of your sampling and assaying procedures

Mr. W. Anderson Bishop
Hallador Energy Company
 April 2 5, 2013
 Page 2

  Drill -hole maps showing drill intercepts

 Representative geologic cross -sections  and drill logs

 Description and examples of your cut -off calculation procedures

 Cutoff grades used for each category of your reserves and resources

 Justifications for the drill hole spacing used to classify and segregate proven and
probable reserves

 A detailed description of your procedures for estimating reserves

 Copies of any pertinent engineering or geological reports, and executive summaries
of  feasibility studies or mine plans which including the cash flow analyses

 A detailed permitting and gove rnment approval schedule for the project, particularly
identifying the primary environmental or construction approval(s) and your current
location on that schedule.

To minimize the transfer of paper, please provide the requested information on a CD,
forma tted as Adobe PDF files and provide the name and phone number for a technical
person our engineer may call, if he has technical questions about your reserves.

In the event your company desires the return of this supplemental material, please make a
writte n request with the letter of transmittal and include a pre -paid, pre -addressed
shipping label to facilitate the return of the supplemental information.  Please note that
you may request the return of this information pursuant to the provisions of Rule 12b -4 of
the Exchange Act.

If there are any questions concerning the above request, please  phone Mr. George K.
Schuler, Mining Engineer at (202) 551 -3718.

2. Please disclose if you have had qualified title companies confirm your property right
assertions for all your properties.  Discuss what type of title review you have for the
majority of your reserves.

Reserve Table  - Controlled Tons (in Millions) , page 3

3. Please make the following changes to your reported reserve table and disclose your
proven and probab le reserves separately as defined in Industry Guide 7 for each mine.

 Indicate tonnages that are “assigned” to an existing facility and those that have not
been “assigned.”

Mr. W. Anderson Bishop
Hallador Energy Company
 April 2 5, 2013
 Page 3

 Disclose if the coal is steam or metallurgical, if it is leased or owned, and what  is the
Btu per pound and the percentage sulfur content.  Do not report Btu content as “dry,”
but include natural moisture in the calculation.  Do not report reserves that are not
controlled by your company.

 If coal is reported as tons in the ground, disc lose in another column the average
mining and wash plant recoveries in percent; and indicate whether these losses have
or have not been reflected in the total recoverable reserves.

 In either case, with a footnote clearly disclose if the reserves reported are “in the
ground” or “recoverable.”

 Provide totals to the reserve table where appropriate.

 Disclose your percentage of compliance and non -compliance coal.

Mining Permits and Approval s, page 5

4. We note you are subject to permitting requirements administered by the local, state, and
Federal governments.  Please revise your filing and provide a short summary of the
permits and/or operational plans required to perform exploration and/or mining activ ities
on your properties and discuss in greater detail the government and environmental
regulations to which you are subject .  Please fully discuss the permitting, bonding, and
reclamation requirements for each phase of your exploration work including the specific
permits and associated fees.  In your discussion, include the specific permits that your
company has obtained or will obtain to perform each phase of you exploration program.
Describe the effect of existing or probable governmental regulations on  your business.
See Item 101(h) (4) (viii), (ix) and (xi) of Regulation S -K.

Additional Disclosures for the Carlisle Mine, Page 8

5. Please insert a small -scale map showing the location and access to your properties into
your filing.  See Item 102 (3) (B) o f Regulation S -K.  Briefly describe the road, barge
and/or railroad access to each of your properties in the text.  Please note that SEC’s
EDGAR program now accepts digital maps.  So please include these in any future
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
the figures and/or diagrams to appear in the right location when the document is viewed
on the Internet.  For more in formation, please consult the EDGAR manual, and if you
need addition assistance, please call Filer Support at 202 -942-8900.  Otherwise provide
the map to the engineering staff for our review.

Mr. W. Anderson Bishop
Hallador Energy Company
 April 2 5, 2013
 Page 4

 6. For each of your  mines  or properties , provide the disclosures r equired by Industry Guide
7 (b).  In particular, provide a brief discussion of:

 The coal beds of interest, including minable coal thickness.

 The description and capacities of the mine, general mining equipment used and other
infrastructure facilities that is present .

 A list of your coal processing and/or handling facilities.

 Please discuss your access to an adequate water and power supply.

 The road, barge and/or railroad access to each of your properties.

 The present condition of the mine.

 Material events of interest concerning the mine, adverse or otherwise within the last
three years.

 Any mine expansions, contractions or decommissioning within the last three years.

 Any planned expansions or reductions in mining.

 Any joint ownership.

 Any use of mining contractors.

7. Detailed sampling provides  the basis for the quality estimate or grade of your mineral
reserves and deliveries to customers.  Please provide a brief description of your sample
collection, sample preparation, and the analytical procedur es used to develop your
analytical results.  In addition, please disclose any Quality Assurance/Quality Control
(QA/QC) protocols you have developed.  These procedures would serve to inform
potential investors regarding your sample collection and preparati on, analytical controls,
sample custody, precision and accuracy procedures and protocols.

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 are responsible for the accuracy
and adequacy of th e disclosures they have made.

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

Mr. W. Anderson Bishop
Hallador Energy Company
 April 2 5, 2013
 Page 5

 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 fe deral securities laws of the United States.

You may contact George Schuler, Mining Engineer, at (202) 551 -3718 with questions
about these comments.  Please contact me at (202) 551 -3795 with any other questions.

Sincerely,

       /s/ John Reynolds

John Reynolds
Assistant Direc tor

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

DIVISION OF
CORPORATION FINANCE MAIL STOP 4628
        December 17, 2009

Mr. W. Anderson Bishop
Chief Financial Officer Hallador Petroleum Company 1660 Lincoln Street, Suite 2700 Denver, Colorado 80264
 Re: Hallador Petroleum Company
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 26, 2009
  File No. 000-14731

 Dear Mr. Bishop:   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 ,                                     Mark C. Shannon
Branch Chief

CORRESP
1
filename1.htm

    dec152009ltr.htm

HALLADOR PETROLEUM COMPANY

1660 Lincoln Street

Suite 2700

Denver, CO 80264-2701

303/839-5504 - office

303/832-3013 – fax

Via EDGAR and US Mail

December 15, 2009

Mr. Mark C. Shannon, Branch Chief

Ms. Jennifer O’Brien

Division of Corporation Finance

United States Securities and Exchange Commission

Mail Stop 4628

100 F. Street, NE

Washington, D.C. 20549-4628

Re:  Hallador Petroleum Company

Form 10-K for the year ended 12/31/09

Forms 10-Qs for the quarters ended 3/31/09, 6/30/09 and 9/30/09

File No. 000-14731

Dear Mr. Shannon

In response to your letter of December 3, 2009 regarding the language used in our SOX 302 certifications please be advised that today we filed amendments to the filings listed above in order to change the language so that the certifications conform exactly with the language set forth in Item 601 (b) of Regulation S-K.

You inquired as to why we included the additional information in paragraphs 5(a) and 5(c) and it is an enigma why the additional wording was included.  I read our 302 certifications filed in prior years and noted that they conformed exactly to the regulations.    For our 2007 Form 10-KSB we added the applicable
paragraph to paragraph 4 regarding the design of our internal controls since that was the first year we had to include management’s assessment of our internal controls under Item 8A of our Form 10-KSB.  At that time for some reason an inadvertent clerical error must have been to include the additional language in paragraphs 5 (a) and 5 (c) and to delete the words “cash flows” in paragraph 3 and to use the word “issuer” instead of “registrant.”

Closing Comments

In connection with our responses to the Staff’s comments, the Company acknowledges 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.

Please contact me at (303) 839-5504, extension 315 with any further questions.

Very truly yours,

/s/ W. ANDERSON BISHOP

W. Anderson Bishop, CFO

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

DIVISION OF
CORPORATION FINANCE MAIL STOP 4628
        December 3, 2009

Mr. Victor P. Stabio
Chief Executive Officer & Chief Financial Officer Hallador Petroleum Company 1660 Lincoln Street, Suite 2700 Denver, Colorado 80264
 Re: Hallador Petroleum Company
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 26, 2009 Forms 10-Q for the Fiscal Quarter Ended March 31, 2009,  June 30, 2009 and September 30, 2009 Filed May 8, 2009, August 6, 2009 and November 10, 2009
  File No. 000-14731

 Dear Mr. Stabio:
We have reviewed your filings and have the following comments.  We have
limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.     Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Victor P. Stabio
Hallador Petroleum Company
December 3, 2009 Page 2

Form 10-K for the Fiscal Year Ended December 31, 2008
 Exhibit 31.1

 1. We note your certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 is worded so that it does not precisely match the language as set forth in the Act.  Please amend your certifications so they will appear exactly as set forth in Item 601(b)(31) of Regulation S-K.  This comment also applies to each of your 2009 Forms 10-Q.  In this regard, we note the following, without limitation:

• Paragraph 3 does not make reference to your ‘cash flows;’
• Paragraph 3 refers to the ‘issuer’ instead of the ‘registrant;’
• Paragraphs 5(a) and 5(c) contain th e following language not contemplated by
the certification:
o “and have identified for the registrant’s auditors any material weakness in internal controls;”
o “I have indicated in the report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.”
 2. In addition, please explain to us in necessary detail why you included the additional information in paragraphs 5(a) and 5(c), as shown above.
 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.    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.

Mr. Victor P. Stabio
Hallador Petroleum Company December 3, 2009 Page 3

 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 Jennifer O’Brien at (202) 551-3721, or Kevin Stertzel at 202-
(551)-3723, if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3299 with any other questions.          S i n c e r e l y ,             Mark C. Shannon         B r a n c h  C h i e f

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

       DIVISION OF
CORPORATION FINANCE

via facsimile and U.S. mail
Mr. Victor P. Stabio
Chief Executive Officer Hallador Petroleum Company 1660 Lincoln St. #2700 Denver, Colorado 80264-2701
 September 25, 2007

Re:  Hallador Petroleum Company
 Form 10-KSB for fiscal years ended December 31, 2006 and December 31, 2005
 File No. 1-06138

Dear. Mr. Stabio:
  We have completed our review of Hallador Petroleum Company’s 2006 and 2005 Form 10-KSB and do not, at this time, have any further comments.             S i n c e r e l y ,             Karl Hiller         B r a n c h  C h i e f

CORRESP
1
filename1.htm

      Unassociated Document

    May
      3,
      2007

    Mr.
      Karl
      Hiller

    Branch
      Chief

    United
      States

    Securities
      and
      Exchange Commission

    Washington,
      DC
      20549-7010

    Re:    Hallador
      Petroleum
      Company

Engineering
      comments
      included in letter dated February 22, 2007

      File
      No. 0-14731

    Dear
      Mr.
      Hiller:

    This
      letter is in
      response to the engineering comments in your letter dated February 22,
      2007.  As I discussed with Ms. Towner on May 1, 2007, we will
      respond to the remaining comments at a later date.    The
      information below corresponds to your numbered comments in your letter.

    Engineering
      Comments

              1.

              In
                addition,
                the following items should be addressed in relation to your reserve
                disclosure.

            ·

              The
                coal
                reserves need to be stated separately as proven reserves and
                as probable
                reserves. Measured and indicated reserves are not terms recognized
                by
                Industry Guide 7 and combining the proven and probable reserve quantities
                is contrary to the guidance
                provided.

            ·

              State
                whether
                these reserves are in-place quantities or the final salable
                product.

            ·

              Disclose
                the
                criteria used to make the distinction between the proven and probable
                reserve classes.

            ·

              State
                the
                coal reserve tonnages along with the average BTU and sulfur
                content.

            ·

              List
                your
                mining recovery and wash plant
                recoveries.

            ·

              Identify
                the
                utility companies that are your major
                customers.

            ·

              State
                the
                price of coal received for your salable product for each of the last
                five
                years, and future contracted
                prices.

            ·

              Provide
                general coal product specifications for your salable
                product.

            ·

              Disclose
                your
                land ownership and leased acreage.

        1

            ·

              Clarify
                that
                structural characteristic associated with your use of the term "slope"
                which may also be described as a decline or inclined shaft.

    Other
      cautionary
      matters and disclosure concerns that will need to be addressed in your annual
      filing are covered in the comments that follow. The information requested should
      be based on the feasibility study underlying your conclusion of having proven
      and probable reserves. Please submit a copy of this feasibility study for review
      by our mining engineer, in support of the reserve information you plan to
      disclose in your annual filing.

    OUR
      RESPONSE

      A
        hard copy of our feasibility study was mailed to you on March 30, 2007 and
        receipt of such was acknowledged by your staff.  Except, for the contracted
        sale price of our coal, we have complied with the above in our 2006 Form
        10-KSB
        filed on April 16, 2007 and will comply in all future filings.  Our
        contracts with our purchasers require us to keep coal prices and certain
        other terms confidential.  In future filings, we will disclose coal revenue
        and coal production, consequently, our investors would be able to compute
        average prices.   As disclosed in our 2006 Form 10-KSB, coal
        sales did not begin until February
        2007.

              2.

              Coal
                reserves
                must have legal, economic and technical feasibility at the time of
                the
                reserve
                determination. Common problems in reserve calculations involve including
                coal reserves which are found under railroads, roads, buildings,
                power
                lines, or other structures protected by restrictions on mining activities.
                Also, non-recoverable coal, such as in the roof and in barrier pillars,
                sometimes has been included
                in
                reserves. Please ensure that your reporting takes all legal, economic
                and
                technical factors into account. For further details, consult the
                general
                letter to coal
                operators located on our website at the following
                address.

    http://www.sec.gov/divisions/corpfin/guidance/coalmineletter.htm

    On
      a related point,
      we have found that companies sometimes include in their reserve
      estimates
      small tracks of coal lands that are not owned or large enough to be
      mined by
      themselves, based on the belief that such lands, typically between the main
      block and smaller tracks to be mined will be acquired in the future. As
Industry
      Guide 7
      requires all reserves to meet the definition for reserves at the time
      of the reserve
      determination, this practice would be inappropriate.

    OUR
      RESPONSE

    Our
      engineer is
      aware of the above, and used such guidance in our reserve disclosures in our
      2006 Form 10-KSB.  We will continue to comply with this guidance in
      all future filings.

              3.

              Insert
                a
                small-scale map showing the location and access to your property.
                Briefly
                describe
                the
                road, barge and/or railroad access to each of your properties in
                be
                text.
                Note
                that SEC's EDGAR program now accepts digital maps. Therefore, please
                include these in any future filings or amendments that are uploaded
                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 you need addition assistance, please call Filer Support at
                202-942-8900. Otherwise provide the map to the engineering staff
                for our
                review.

    OUR
      RESPONSE

      Because
        we have
        only one coal mile, and the location was adequately described in our 2006
        Form
        10-KSB, we do not believe that a map would enhance an investor's understanding
        of the location of our mine.  If, and when, we develop additional mines, a
        map may prove beneficial and will be considered in future filings.

          2

              4.

              For
                all of
                your coal properties that have reserves included in your reserve
                disclosure, provide us with an analysis that compares the length
                of your
                leases, including assured renewals, with the scheduled production
                of
                currently designated reserves, and advise us whether you believe
                all
                designated reserves will be mined during the tenure of your leases,
                according to your current plans.

    OUR
      RESPONSE

    Our
      2006 Form
      10-KSB complied with the above, and we will comply in all future
      filings.

              5.

              For
                each of
                your mines, provide the disclosures required by Industry Guide 7(b).
                In
                particular, provide a brief discussion of:

            ·

              The
                coal beds
                of interest, including minable coal
                thickness.

            ·

              The
                description and capacities of the mine, mining equipment used, anti
                other
                infrastructure facilities present.

            ·

              A
                list of
                your coal processing and/or handling
                facilities.

            ·

              The
                road,
                barge and/or railroad access to each of your
                properties.

            ·

              The
                present
                condition of the mine.

            ·

              Material
                events of interest concerning the mine, adverse or otherwise within
                the
                last three years.

            ·

              Any
                mine
                expansions, contractions or decommissioning within the last three
                years.

            ·

              Any
                planned
                expansions or reductions in raining.

            ·

              Any
                joint
                ownership.

            ·

              Any
                use of
                mining contractors.

    OUR
      RESPONSE

      Our
        2006 Form
        10-KSB complied with the above, and we will comply in all future
        filings.

              6.

              In
                a table,
                disclose proven and probable reserves, as defined in Industry Guide
                7, for
                each
                mine. Provide a separate table that lists "unassigned" reserves with
                their
                particular location, tonnage, Btu, sulfur and ownership/lease
                characteristics.  In addition, please address the following
                points.

            ·

              Indicate
                tonnages that are "assigned" to an existing facility and those that
                have
                not been "assigned."

            ·

              Disclose
                if
                the coal is steam or metallurgical, if it is leased or owned, and
                the
                Btu
                estimate per pound and sulfur content. Do not report Btu content
                as
                "dry," but
                include natural moisture in the
                calculation.

            ·

              If
                coal is
                reported as tonnes in the ground, disclose in another column the
                average
                mining and wash plant recoveries in percentages; indicate whether
                these
                losses have been reflected in the total recoverable reserves
                reported.

            ·

              In
                either
                case, clearly disclose whether the reserves reported are "in the
                ground"
                or "recoverable."

            ·

              Provide
                totals in all tabular presentations, where appropriate.

            ·

              Disclose
                your
                percentage of compliance and non-compliance
                coal.

    OUR
      RESPONSE

      Our
        2006 Form
        10-KSB complied with the above, and we will comply in all future
        filings.

        3

              7

              Proven
                and
                probable reserves are disclosed in your filing. With a minimal transfer
                of
                paper, forward to our engineer as supplemental information, not as
                part of
                the filing, information that establishes the legal, technical and
                economic
                feasibility
                of the materials designated as reserves, as required under paragraph
                (c)
                of
                Industry
                Guide 7. This should include the following
                data:

            ·

              Maps
                showing
                property, mine
                permit
                and reserve boundaries and geology, and recent and historic production
                areas, and seams mined and any cultural restrictions to
                mining.

            ·

              Drill-hole
                maps showing drill intercepts.

            ·

              Justifications
                for the drill hole spacing's used at various classification
                levels.

            ·

              General
                cross-sections that indicate the relationship between coal seams,
                geology
                and topography.

            ·

              A
                detailed
                description of your procedures for estimating
                "reserves."

            ·

              An
                indication
                of how many years are left in your longest-term mining plan for each
                reserve block.

            ·

              Site
                specific
                economic justification for the criteria you used to estimate
                reserves.

            ·

              Mining
                plans
                or feasibility studies, including production schedules, cost estimates
                and
                cash flow projections needed to establish the existence of reserves,
                as
                defined in Industry Guide 7.

            ·

              Third
                party
                reviews of your reserves that were developed within the last three
                years.

            ·

              Any
                other
                information needed to establish legal, technical and economic
                feasibility.

    Provide
      the name
      and phone number for a technical person our engineer may call, if
      he has technical
      questions about your reserves. If there are any questions concerning
      the
      above request, please phone Mr. G. K. Schuler, Mining Engineer at
      (202)
      551-3718.

    OUR
      RESPONSE

      A
        hard copy of our reserve report was mailed to you on March 30, 2007 and receipt
        of such was acknowledged by your staff.   Our
        mining engineer
        is Sam Elder and you may reach him at (812) 894-3480.

              8.

              For
                each
                operating region or major property, provide us with an analysis of
                the
                economic
                and
                technical evaluation criteria used for establishing and classifying
                your
                coal reserves. For example, please address the following points,
                and any
                other evaluation criteria that were
                significant.

            ·

              Minimum
                economic tonnage

            ·

              Mine
                dilution

            ·

              Maximum
                and
                minimum mining heights for each type of
                mining

            ·

              Maximum
                depth

            ·

              Mining
                recoveries by mine type

            ·

              Wash
                plant
                recoveries

      4

            ·

              Maximum

CORRESP
1
filename1.htm

      Unassociated Document

      Hallador
        Petroleum Company

      1660
        Lincoln
        Street, Suite 2700

      Denver,
        CO
        80264

      303/839-5504
        -
        phone

      303/832-3013
        -
        fax

      March
        09,
        2007

      Mr.
        Karl
        Hiller

      Branch
        Chief

      United
        States

      Securities
        and
        Exchange Commission

      Washington,
        DC
        20549-7010

      Re:
        Hallador Petroleum Company:

      Form
        10-KSB for the
        year ended December 31, 2005

      Form
        10-QSB for the
        quarter ended June 30, 2006

      Form
        10-QSB for the
        quarter ended September 30, 2006

      Form
        8-K/A
        (amendment No. 1) filed October 16, 2006

File
        No. 0-14731

      Dear
        Mr.
        Hiller:

      This
        letter is in
        response to your letter dated February 22, 2007. The information below
        corresponds to your numbered comments in your letter.

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

      Financial
        Statements

                1.

                Along
                  with
                  the corrections you plan to make, please include a tabular disclosure
                  reconciling the as previously reported to restated amounts, and
                  include
                  explanations as to the reasons for the
                  adjustments.

      OUR
        RESPONSE

      Once
        all of the
        comments are resolved, we will comply.

      Form
        10-QSB for
        the quarter ended September 30, 2006

      Financial
        Statements

      Note
        5 - Sunrise
        Coal Acquisition, page 10

          Securities
            and
            Exchange Commission

          March
            9,
            2007

          Page
            2

                2.

                We
                  will not
                  repeat in its entirety your comment #2, but it deals with whether
                  or not
                  the IPL coal contract is a
                  derivative.

      OUR
        RESPONSE

      There
        is no active
        economic "spot market" in our area. Substantially all of the coal in our
        market
        is sold under contract with terms ranging from one to six years. By our area,
        we
        mean the location of the Sunrise mine located in western Indiana. In order
        for
        Sunrise to sell in the "spot" market, Sunrise would be required to transport
        coal approximately 100 miles to the Ohio river. Our estimate of transportation
        and handling costs would be in excess of $10 per ton. Our coal price with
        IPL is
        $25 per ton.

      It
        is our understanding that the FASB staff are of the opinion that conversion
        costs greater than 10% imply that assets are not readily convertible to cash.
        This assessment should be performed only at inception of a contract. The
        estimated $10 per ton for transportation and handling costs clearly exceeds
        the
        10% threshold.

      Sunrise's
        Carlisle
        coal contract with IPL, a copy of which is being mailed, does not provide
        nor
        permit net settlement.

                3.

                We
                  will not
                  repeat in its entirety your comment #3, but it deals with the proposed
                  settlement provisions allowing IPL to reduce the amounts it will
                  pay for
                  coal.

      OUR
        RESPONSE

      What
        follows is
        background information listing the dates that the two coal contracts were
        executed.

      The
        Howesville
        contract was executed in April 2005 and first sales from the Howesville mine
        occurred in late November 2005. In December 2005, management of Sunrise became
        concerned with certain "roof conditions" with implications for miners' safety.
        In addition, other concerns such as water seepage and "rolling seams" were
        encountered. Consequently, Sunrise management concluded for safety reasons
        to
        close the mine in June 2006. IPL was notified that Sunrise would not be able
        to
        honor the April 2005 contract and claimed "force majeure." IPL did not agree
        with the force majeure claim. Sunrise is still negotiating with IPL and no
        final
        agreement has occurred. As previously mentioned, our September 30, 2006 balance
        sheet reflects an estimated liability of $4 million pertaining to this matter.
        Upon a final agreement with IPL, Sunrise will be legally released from the
        Howesville contract.

      In
        January 2006, a separate contract was entered into with IPL to sell coal
        from
        Surnise's Carlisle mine, located about 20 miles from the Howesville mine,
        which
        as mentioned above, was closed in June 2006.

          Securities
            and
            Exchange Commission

          March
            9,
            2007

          Page
            3

      Your
        comment asked
        if there is any correlation with the quantities to be delivered under the
        original agreement (we presume you are referring to the April 2005 Howesville
        contract) with the Carlisle contract entered into June 2006 and the answer
        to
        your question is "there is no correlation."

      In
        addition, we are assuming that neither of the two contracts (Howesville or
        Carlisle) meet the definition of a derivative as explained above in our response
        to your comment #2.

      Note
        6 -
        Investment in Savoy, page 11

                4.

                We
                  will not
                  repeat in its entirety your comment #4, but it deals with the sale
                  of
                  stock to Yorktown in December 2005 and our purchase of a 32% interest
                  in
                  Savoy.

      OUR
        RESPONSE

      Hallador's
        stock
        trades about 51,000 shares for a whole year, or an average of 200 shares
        per
        day. There are times when we will go two or three months without a single
        trade.
        In our case, stock value is not always the correct indicator of fair value.
        With
        a stock that trades as thinly as ours, we have seen our market cap flucuate
        as
        much as 100% in one day on volume of less than 5,000 shares. At the time
        of the
        Savoy transaction our outstanding shares were about seven million.

      Although
        we are
        still of the opinion that our accounting is proper, we will relent and comply
        with your comment.

      As
        noted in your comment, we will comply (and have complied) with provisions
        of
        paragraph 19(h) of APB 18.

      Form
        8-K/A Filed
        October 16, 2006

      Financial
        Statements - Sunrise Coal LLC

      Note
        6 -
        Subsequent Events, page 13

                5.

                We
                  will not
                  repeat in its entirety your comment #5, but it deals with the closing
                  of
                  the Howesville mine.

      OUR
        RESPONSE

      Please
        read our
        response to your comment #3 above.

          Securities
            and
            Exchange Commission

          March
            9,
            2007

          Page
            4

      We
        will include the wording we made in response to your comment #3 above in
        Note 6
        and on page 20 of the Form 8-K/A.

      Pro
        Forma
        Financial Statements, page 21

                6.

                We
                  will not
                  repeat in its entirety your comment #6, but it deals with the pro
                  forma
                  adjustments and discontinued
                  operations.

      OUR
        RESPONSE

      We
        will comply and make such adjustments.

      Engineering
        Comments

      Form
        10-QSB for
        quarter ended September 30, 2006

      MD&A,
        page
        15

                1.

                We
                  will not
                  repeat in its entirety your comment #1, but it deals with $10.9
                  million in
                  used equipment transferred from the Howesville mine to the Carlisle
                  mine
                  and deals with our response to your comment
                  #13.

      OUR
        RESPONSE

      Our
        response to
        your comment #13 in our letter dated January 25, 2007, we said we would add
        a
        paragraph which includes the following sentence, "Since this is a new mine
        basically all the mining equipment is new." We will delete such statement,
        as it
        does not materially add to disclosure. The $10.8 million was the net book
        value
        of the equipment at the time of transferring such equipment from the Howesville
        mine to the Carlisle mine. We will revise the disclosure to reflect the $10.8
        million was valued at historical costs.

      Your
        remaining
        comments deal with coal reserves and will be responded to in a separate cover
        by
        the end of March. We talked to Tracie Towner last week and asked for a time
        extension of March 16th for the accounting issues and March 30 for the reserve
        and engineering issues. We appreciate being given the time
        extensions.

      Yours
        truly,

      /S/Victor
        P.
        Stabio

      President
        and
        CEO

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

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010

February 22, 2007

Mr. Victor P. Stabio
Chief Executive Officer
Hallador Petroleum Company
1660 Lincoln St. #2700
Denver, Colorado 80264-2701

Re: Hallador Petroleum Company
Form 10-KSB for Fiscal Year Ended December 31, 2005
  Filed April 14, 2006
  Response Letter Dated January 25, 2007
  File No. 0-14731

Dear Mr. Stabio:

We have reviewed your filing 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 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-KSB for Fiscal Year Ended December 31, 2005

Mr. Victor P. Stabio
Hallador Petroleum Company
February 22, 2007 Page 2

Financial Statements

1. Along with the corrections you plan to make, please include a tabular disclosure reconciling the as previously reported to restated amounts, and include explanations as to the reasons for the adjustments.

Form 10-QSB for Fiscal Quarter Ended September 30, 2006

Financial Statements

Note 5 – Sunrise Coal Acquisition, page 10

2. We note the disclosure you have proposed in response to prior comment 10, indicating that you did not consider the contract with Indiana Power and Light
(IPL), requiring that you deliver 800,000 tons of coal per year through 2013, to be a derivative because it did not require or permit net settlement.  However, the guidance in paragraph 9(c) of SFAS 133 a dvises that a contract requiring delivery
of an asset that is “readily convertible to cash” meets the net settlement criteria.  The guidance in footnote 5 of SFAS 133 further clarifies this position by referencing paragraph 83(a) of CON 5, stating “…assets that are readily convertible to cash ‘have (i) interchangeable (fungible) units and (ii) quoted prices available in an active market that can rapidly absorb the quantity held by the entity without significantly affecting the price.’” Given the existing market for coal, we do not see how you determined that the net settlement criteria had not been met.

Absent a compelling argument to the contrary, the coal sales contract may be subject to the provisions of SFAS 133, specifically paragraphs 17 and 18.  Please advise us if there are other aspects of the contractual arrangement that you believe would yield an alternate view.  Otherwise, please advise us of the revisions that you would propose.

3. Please disclose the extent to which the proposed settlement provisions allowing IPL to reduce the amounts it will pay for coal, apparently covering a twenty year period that is equal to the estimated life of your reserves, by $0.10 and $0.25 per ton, correlate with the quantities that were to be delivered under the original agreement.

Also, since you describe the arrangement as a proposed settlement , if fair value
accounting is required to comply with SFAS 133, you may need to show that you have been legally released from the original contractual obligation for derecognition to properly occur under paragraph 16 of SFAS 140.

Mr. Victor P. Stabio
Hallador Petroleum Company
February 22, 2007 Page 3

Under this scenario, tell us how the liability you have recorded compares to the liability that would be recognized if you were to report the original contract at fair value.  Please submit the original contract, and the termination and settlement documents for review.  If you have a replacement coal sales contract, please also include that with your reply.

Note 6 – Investment in Savoy, page 11

4. We have read your response to prior comment 12 in which you indicate that the price of shares sold to Yorktown Energy Partners VI, L.P. of $2.20 per share was based on negotiations that began in March 2005, which reflected your consideration of the price that had been negotiated between your chairman and another party in a private transaction that occurred at $2.25 per share around the same time, and also the “…relative value placed on the 32% interest in Savoy” that you purchased from Yorktown Energy Partners II, L.P. on December 31, 2005.

We understand from our phone conference that both partnerships were under common control, and that the sale of shares, which occurred on December 21, 2005, and the acquisition of the 32% interest in Savoy Energy LLP were entered into in contemplation of one another.  Therefore, we believe the appropriate accounting would treat the cash element as non-substantive and require valuation of the shares issued based on the guidance in EITF 99-12.  We note that you filed a Form 8-K announcing the arrangement on December 27, 2005, when your shares appear to have been quoted at $3.25 per share.

Please understand that the matter of discounting the quoted market price of stock for liquidity concerns when the stock is thinly traded, for the purpose of determining the value to be assigned to stock issued as purchase consideration, has been thoroughly considered by our Di vision Chief Accountant’s Office.  And
it is our position that the quoted market price is to be viewed as the best evidence of fair value.  For further clarification, you may wish to consider the following examples.

• Paragraph 5 of FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments, indicates that the fair value of a financial instrument is the amount at which the instrument could be exchanged, requiring the use of a quoted market price if available.

• Paragraph 6 of SFAS 107 indicates that “the quoted price for a single trading unit in the most active market is the basis for determining market

Mr. Victor P. Stabio
Hallador Petroleum Company
February 22, 2007 Page 4

price and reporting fair value.  This is the case even if…a market’s normal volume for one day might not be sufficient to absorb the quantity….”

• Paragraph 58 of SFAS 107 rejects the suggestion that an active market does not exist in cases where a stock is thinly traded, and further states that quoted market prices, even in thin markets are relevant measures of fair value.

• Paragraph 3(a) of Statement No. 115, Accounting for Certain Investments
in Debt and Equity Securities, states “The fair value of an equity security is readily determinable if sales prices or bid-and-asked quotations are currently available on a securities exchange registered with the Securities and Exchange Commission (SEC) or in the over-the-counter market, provided that those prices or quotations for the over-the-counter market are publicly reported by the National Association of Securities Dealers Automated Quotations systems or by the National Quotation Bureau. Restricted stock does not meet that definition”

• Question 50 of the FASB Staff Implementation Guide to Statement 115, Accounting for Certain Investments in Debt and Equity Securities, states that adjusting the quoted market price is not permitted when determining fair value.

• Footnote 3 of EITF 98-5, Accounting for Convertible Securities with Beneficial Conversion Features or contingently Adjustable Conversion Ratios, states that quoted market prices should not be adjusted to reflect large block factors; and provides guidance in instances where a quoted market price is not available.

As indicated, we believe that GAAP is cl ear that quoted market prices, exclusive
of adjustments for large block factors and irrespective of a thin trading market, are the best evidence of fair value.  Please revise your accounting to comply with EITF 99-12.  Also ensure that you comply with the provisions of paragraph 19(h) of APB 18.

Form 8-K/A Filed October 16, 2006

Mr. Victor P. Stabio
Hallador Petroleum Company
February 22, 2007 Page 5

Financial Statements - Sunrise Coal LLC

Note 6 - Subsequent Events, page 13

5. Given the relatively short period of time the Howesville mine appears to have been operated by Sunrise Coal LLC, please disclose under this heading and on page 20 the circumstances under which you determined it was "no longer operationally and economically feasible" to operate this mine, relative to those present when negotiating the coal sales agreement with Indiana Power and Light.

Pro Forma Financial Statements, page 21

6. We understand from your response to prior comment 18 that you did not include a pro forma adjustment to show incremental DD&A because none of the sales depicted in the historical financial statements were generated from the Carlisle property, which remains under development.  Given the decision to shut down the Howesville Mine in June 2006, it appears you would need to include pro forma adjustments to reclassify the related activity as discontinued operations, similar to the guidance provided in paragraphs 43 of SFAS 144, to comply with Instruction 1 to Rule 11-02(b) of Regulation S-X.

Engineering Comments

Form 10-QSB for Fiscal Quarter Ended September 30, 2006

Management’s Discussion and Analysis, page 15

1. We note your response to comment 13 and observe that equipment used at the Howesville mine, valued at $10.8 million, has been moved to the Carlisle Mine.  Therefore, we do not see how this equipment can be appropriately considered new; a statement clarifying your view, and an explanation of the method used to value this salvaged equipment should be made in the filing.  In addition, the following items should be addressed in relation to your reserve disclosure:

• The coal reserves need to be stated separately as proven reserves and as probable reserves.  Measured and indicated reserves are not terms recognized by Industry Guide 7 and combining the proven and probable reserve quantities is contrary to the guidance provided.

• State whether these reserves are in-place quantities or the final salable product.

Mr. Victor P. Stabio
Hallador Petroleum Company
February 22, 2007 Page 6

• Disclose the criteria used to make the distinction between the proven and probable reserve classes.

• State the coal reserve tonnages along with the average BTU and sulfur content.

• List your mining recovery and wash plant recoveries.

• Identify the utility companies that are your major customers.

• State the price of coal received for your salable product for each of the last five years, and future contracted prices.

• Provide general coal product specifications for your salable product.

• Disclose your land ownership and leased acreage.

• Clarify that structural characteristic associated with your use of the term “slope” which may also be described as a decline or inclined shaft.

Other cautionary matters and disclosure concerns that will need to be addressed in your annual filing are covered in the comments that follow.  The information requested should be based on the feasibility study underlying your conclusion of having proven and probable reserves.  Please submit a copy of this feasibility study for review by our mining engineer, in support of the reserve information you plan to disclose in your annual filing.

2. Coal reserves must have legal, economic and technical feasibility at the time of the reserve determination.  Common problems in reserve calculations involve including coal reserves which are found under railroads, roads, buildings, power lines, or other structures protected by restrictions on mining activities.  Also, non-recoverable coal, such as in the roof and in barrier pillars, sometimes has been included in reserves.  Please ensure that your reporting takes all legal, economic and technical factors into account.  For further details, consult the general letter to coal operators located on our website at the following address.

http://www.sec.gov/divisions/corpfin/guidance/coalmineletter.htm

On a related point, we have found that companies sometimes include in their reserve estimates small tracks of coal lands that are not owned or large enough to be mined by themselves, based on the belief that such lands, typically between the main block and smaller tracks to be mined will be acquired in the future.  As

Mr. Victor P. Stabio
Hallador Petroleum Company
February 22, 2007 Page 7

Industry Guide 7 requires all reserves to meet the definition for reserves at the time of the reserve determination, this practice would be inappropriate.

3. Insert a small-scale map showing the location and access to your property.  Briefly describe the road, barge and/or railroad access to each of your properties in the text.  Note that SEC’s EDGAR program now accepts digital maps.  Therefore, please include these in any future filings or 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 you need addition assistance, please call Filer Support at 202-942-8900.  Otherwise provide the map to the engineering staff for our review.

4. For all of your coal properties that have reserves included in your reserve disclosure, provide us with an analysis that compares the length of your leases, including assured renewals, with the scheduled production of currently designated reserves, and advise us whether you believe all designated reserves will be mined during the tenure of your leases, according to your current plans.

5. For each of your mines, provide the disclosures required by Industry Guide 7(b).  In particular, provide a brief discussion of:

• The coal beds of interest, including minable coal thickness.

• The description and capacities of the mine, mining equipment used, and other infrastructure facilities present.

• A list of your coal processing and/or handling facilities.

• The road, barge and/or railroad access to each of your properties.

• The present condition of the mine.

• Material events of interest concerning the mine, adverse or otherwise within the last three years.

• Any mine expansions, contractions or decommissioning within the last three years.

• Any planned expansions or reductions in mining

Mr. Victor P. Stabio
Hallador Petroleum Company
February 22, 2007 Page 8

• Any joint ownership.

• Any use of mining contractors.

6. In a table, disclose proven and probable reserves, as defined in Industry Guide 7, for each mine.  Provide a separate table that lists “unassigned” reserves with their particular location, tonnage, Btu, sulfur and ownership/lease characteristics.  In addition, please address the following points.

• Indicate tonnages that are “assigned” to an existing facility and those that have not been “assigned.”

• Disclose if the coal is steam or metallurgical, if it is leased or owned, and the Btu estimate per pound and sulfur content.  Do not report Btu content as “dry,” but include natural moisture in the calculation.

• If coal is reported as tonnes in the ground, disclose in another column the average mining and wash plant recoveries in percentages; indicate whether these losses have been reflected in the total recoverable reserves reported.

• In either case, clearly disclose whether the reserves reported are “in the ground” or “recoverable.”

• Provide totals in all tabular presentations, where appropriate.

• Disclose your percentage of compliance and non-compliance coal.

7. Proven and probable reserves are disclosed in your filing.  With a minimal transfer of paper, forward to our engineer as supplemental information, not as part of the filing, information that establishes the legal, technical and economic feasibility of the

CORRESP
1
filename1.htm

      Reponse to SEC letter dated Nov 28 2006

    Hallador
      Petroleum Company

    1660
      Lincoln
      Street, Suite 2700

    Denver,
      CO
      80264

    303/839-5504
      -
      phone

    303/832-3013
      -
      fax

      January
        25, 2007

      Mr.
        Karl
        Hiller

      Branch
        Chief

      United
        States

      Securities
        and
        Exchange Commission

      Washington,
        DC
        20549-7010

      Re:
 Hallador
        Petroleum
        Company:

      Form
        10-KSB for the
        year ended December 31, 2005

      Form
        10-QSB for the
        quarter ended June 30, 2006

      Form
        10-QSB for the
        quarter ended September 30, 2006

      Form
        8-K/A
        (amendment No. 1) filed October 16, 2006

      File
        No.
        0-14731

      Dear
        Mr.
        Hiller:

      This
        letter is in
        response to your letter dated November 28, 2006, which we received on January
        4,
        2007 via fax. The information below corresponds to your numbered comments
        in
        your letter.

      Form
        10-KSB for
        the year ended December 31, 2005

      General

                1.

                Please
                  submit
                  your letter of correspondence to us dated October 9, 2006 on EDGAR,
                  as
                  well as any future correspondence.

      OUR
        RESPONSE:

      We
        will comply.

                2.

                An
                  amendment
                  will be required to comply with your reporting obligations, which
                  include
                  filing a statement of changes in stockholders' equity, correcting
                  the
                  characterization of various transactions in your statements of
                  cash flows,
                  identifying the preparer of your oil and gas reserve information,
                  providing details of your coal sales agreement, and correcting
                  information
                  about your reporting of changes in internal controls over financial
                  reporting. These matters were detailed in prior comments 1, 2,
                  4, 5, 6, 8
                  and 9. We have provided further clarification on some of these
                  points in
                  this comment letter, and are requesting that you provide additional
                  information about your accounting and disclosure for certain transactions.
                  You may wish to submit draft amendments with proposed revisions
                  marked to
                  show all changes and cross referenced by comment
                  number.

      OUR
        RESPONSE:

      Attached
        as Exhibit
        A is our Statement of Changes in Stockholders’ Equity for the two years ended
        December 31, 2005 which we will include as an amendment to our 2005 Form
        10-KSB.

          1

      Also
        attached as
        Exhibit B is a marked copy of our Statement of Cash Flows to reflect the
        revisions which we will also include as an amendment to our 2005 Form 10-KSB.

      We
        will also include the name of the preparer of our oil and gas reserves as
        an
        amendment to our 2005 Form 10-KSB. See our response to your Comment # 6
        below.

      You
        asked that we
        revise the wording on internal controls in our June 30, 2006 Form 10-QSB.
        We
        would rather make the change to our September 30, Form 10-QSB since we will
        be
        filing an amendment to such filing anyway. The wording we propose to use
        in the
        amendment is as follows: “There were no changes during our last fiscal quarter
        that materially affected, or are reasonably likely to materially affect,
        our
        internal controls over financial reporting.”

      Financial
        Statements

                3.

                We
                  have read
                  your response to prior comment one explaining that you have chosen
                  to
                  disregard the requirement of Item 310(a) of Regulation S-B to file
                  a
                  statement of changes in stockholders' equity because you do not
                  wish to
                  burden readers with unnecessary disclosure. As the accommodation
                  in Rule
                  3-04 of Regulation S-X is not available to small business filers,
                  we
                  believe you will need to amend your filing to include a statement
                  of
                  changes in stockholders' equity covering each of your two preceding
                  fiscal
                  years.

      OUR
        RESPONSE:

      As
        mentioned above we will comply.

                4.

                We
                  have read
                  your response to prior comment two, indicating that you believe
                  presenting
                  the expenditure to purchase limited partner interests in Hallador
                  Petroleum, LLP, a separate legal entity in which you held a 70
                  percent
                  interest, as a $1.2 million financing cash outflow is consistent
                  with the
                  guidance in paragraph 20 of SFAS 95.

                  The
                    guidance
                    you should cite would generally pertain to acquisitions of your
                    own equity
                    securities (i.e. those of Hallador Petroleum Company), rather
                    than those
                    of other separate legal entities, whether or not consolidated.
                    The
                    guidance in paragraph 17(b) is mostly typically followed when
                    reporting
                    cash expenditures to acquire equity instruments of other enterprises.
                    Tell
                    us why you believe this guidance does not apply to
                    you.

      OUR
        RESPONSE:

      We
        believe that the payments made to the limited partners in substance were
        more
        akin to a final distribution and retirement of our equity securities, as
        the
        distribution was in response to the previous sale of a significant property
        and
        minimal operations remained after that date. As a result, we did not view
        this
        as an investment or business acquisition due to the minimal operations which
        remained. However, we will reclassify the outlay as an investment activity
        in
        accordance with paragraph 17(b) of SFAS 95. See Exhibit B.

      Note
        3 - Stock
        Options and Bonus Plans, page 23

                5.

                In
                  response
                  to prior comment 4 you acknowledge that you did not properly report
                  cash
                  expenditures related to your purchase of stock options from employees
                  in
                  your statements of cash flows for 2004. We believe it will be necessary
                  to
                  amend your filing to correct your financial statements for this
                  item. As
                  previously advised, we believe you should disclose how you have
                  been
                  accounting for the options since issuance, along with details sufficient
                  to understand the circumstances under which you decided to repurchase
                  the
                  earlier awards, and the manner of determining that $2.80 was the
                  appropriate reference in calculating the amounts paid. On a related
                  point,
                  please also disclose the line item in your statements of operations
                  reflecting the $1,305,000 expense in 2004, and your rationale for
                  reporting the charge in this
                  manner.

      OUR
        RESPONSE:

      As
        stated above we will file an amended cash flow statement to reflect these
        payments as an operating activity.

          2

      In
        addition we will replace the first paragraph of Note 3- Stock Options and
        Bonus
        Plans on page 23 of our 2005 Form 10-KSB with the following two paragraphs
        as
        follows:

      “We
        account for
        stock options in accordance with APB 25. Accordingly, no compensation expense
        has been recorded for options granted as those grants have been issued with
        exercise prices at or above market. When we sold the Cuyama oil and gas field
        in
        August 2004 we concluded to reward our employees by giving them cash bonuses
        and
        also through purchases of their respective stock options. Because our stock
        is
        (i) traded on the OTC Bulletin Board, (ii) thinly traded and (iii) over 85%
        of
        the outstanding shares are controlled by our board members and their affiliates,
        our board concluded our employees would not receive a fair price if they
        exercised their options and then sold the stock.

      On
        October 8, 2004, we purchased from our employees 749,273 outstanding options
        at
        a price equal to $2.80 per share less the exercise price of each option for
        a
        total amount of $1,305, 000. These options were cancelled and are available
        for
        re-issuance. All options were granted at fair value. Such amount was expensed
        in
        2004 and is reflected in the Gain on sale of discontinued operations in the
        accompanying statement of operations. The $2.80 was determined by our
        non-employee board members and they concluded such amount represented a fair
        price. At December 31, 2004 there were no options outstanding."

      The
        paragraph above
        answers your question regarding the location of the $1,305,000 in our statement
        of operations. The $1,305,000 payment was directly related to the sale of
        the
        property and in our opinion to present the payment as part of any other line
        item in our statement of operations is misleading.

      Note
        6 - Reserve
        Data (Unaudited), page 25

                6.

                We
                  note your
                  response to prior comment five, stating that you are not aware
                  of any
                  requirement to identify the individual who prepared your reserve
                  estimates, and that you would like to understand the purpose of
                  our
                  request.

                While
                  there
                  is no requirement to have information about your oil and gas reserves
                  prepared by external parties, or to disclose instances where you
                  have
                  engaged third parties in this capacity, since voluntary disclosure
                  indicating you have placed reliance on others in preparing your
                  report may
                  be interpreted as suggesting a division of responsibility, and
                  given the
                  general significance of reserve estimates to the preparation of
                  financial
                  statements, such disclosure should include the identity of the
                  individual
                  or firm rendering the service to provide a minimal degree of clarity.
                  Of
                  course, the expectation is that you also obtain permission from
                  the
                  external party in making this
                  reference.

                Since
                  you
                  have chosen to disclose that your oil and gas reserve estimates
                  were
                  prepared by a "sole-proprietor consulting petroleum engineer,"
                  further
                  clarification is appropriate.

      OUR
        RESPONSE:

      Thank
        you for
        explaining the staff’s position. As mentioned above we will disclose in Note 6
        that Edwin James, a sole-proprietor, prepared the oil and gas reserve
        report.

      Form
        10-QSB for
        Fiscal Quarter Ended June 30, 2006

      Financial
        Statements

      Balance
        Sheet,
        page 2

                7.

                We
                  have read
                  your response to prior comment seven in which you indicated that
                  you have
                  assigned a value of $1.5 million to your guarantee of Sunrise's
                  $30
                  million line of credit, and recorded that item as an investment
                  in Sunrise
                  as of June 30, 2006 in accordance with FIN 45. However, it is unclear
                  why
                  you have recorded this amount as an asset on your balance sheet,
                  rather
                  than as a liability. Please submit the analysis that you prepared
                  under
                  FIN 45 in support of your accounting
                  treatment.

      OUR
        RESPONSE:

      The
        amount recorded
        on our balance sheet is reflected as a long-term liability and in accordance
        with paragraph 11 (c) of FIN 45 we reflected the offset as an investment
        in
        Sunrise as this guarantee was in contemplation of a significant investment
        in
        Sunrise, which was actually consummated on July 31, 2006.

          3

      Management's
        Discussion and Analysis, page 8

                8.

                We
                  note your
                  response to prior comment 8, indicating that you believe the coal
                  agreement is not significant. We believe that it will be necessary
                  to
                  revise your disclosure to provide further details of your arrangement,
                  and
                  to clarify your views on significance. Please ensure that you identify
                  the
                  parties to the contract and explain which party will be paying
                  the $0.10
                  to $0.25 per ton figures mentioned in your reply, and which party
                  will be
                  selling the coal at $27 per ton. As you describe the agreement
                  as a
                  settlement, the nature of the claim being settled should be clear.
                  Please
                  revise accordingly.

      OUR
        RESPONSE:

      At
        the time of filing the June 30 Form 10-QSB we did not know the particulars
        of
        the settlement discussions between Sunrise and Indiana Power and Light (IPL)
        and
        were under the impression that the ultimate outcome would not be all that
        significant to Sunrise.

      In
        October when we responded to your first comment letter we stated in our response
        our understanding of the proposed settlement with IPL. Sunrise is still in
        negotiations with IPL.

      In
        our September 30, 2006 Form 10-QSB, we recorded as a liability an estimate
        of
        the discounted contract termination obligation (using a discount factor of
        8.5%). The proposed settlement agreement has a term equal to the life of
        the
        recoverable reserves which we estimate to be twenty years. We estimate the
        current portion to be $92,000 and the long-term portion to be $3,873,000.
        Based
        on current negotiations the amounts will

CORRESP
1
filename1.htm

      draft letter to SEC responding to 092506 letter

    October
      9,
      2006
DRAFT

    Mr.
      Karl
      Hiller

    Branch
      Chief

    Division
      of
      Corporation Finance

    Securities
      and
      Exchange Commission

    Washington,
      D. C.
      20549-7010

    Re: Hallador
      Petroleum
      Company

    Form
      10-KSB for the
      year ended December 31, 2005

    Form
      10-QSB for the
      quarter ended June 30, 2006

    Your
      file No.
      0-14731

    Dear
      Mr.
      Hiller:

    This
      letter is in
      response to your September 25, 2006 letter. The information below corresponds
      to
      the numbered comments in your letter.

            1.

              Your
                comment
                No. 1 deals with the statements of changes in stockholders’
                equity.

    Our
      response:

    We
      agree that Regulation S-B requires a separate of Stockholders’ Equity. Please
      note Rule 3-04 of Regulation S-X where such information can be given in a note
      or a separate statement. For the last several years the only change we had
      in
      stockholders equity was net income. For the year ended December 31, 2005 we
      disclosed in Note 1 on page 22 a table of changes in stockholders' equity as
      we
      had activity other than net income. We feel that the disclosure is adequate.
      For
      future filings we will include a separate statement if there is material
      activity in the accounts.

    We
      pride ourselves in keeping our disclosure brief, transparent and to the point
      and not to burden the readers of our filings with unnecessary
      disclosures.

            2.

              Your
                comment
                No. 2 deals with the cash flow
                statement.

    Our
      response:

    The
      intent on
      repurchasing the limited partnership interests was to provide liquidity to
      the
      limited partners. Consistent with paragraph
      20 of SFAS No.
      95, payment
      of
      dividends, distributions and outlays to reacquire an enterprises equity
      instruments are considered cash outflows from financing activities. We believe
      the presentation of these amounts in our statement of cash flows is consistent
      with the guidance in SFAS No. 95 in addition to the intent and purpose of these
      payments by the Company.

        1

            3.

              Your
                comment
                No. 3 deals with the entitlement method for our oil and gas
                sales.

    Our
      response:

    We
      are the operator of the San Juan field which accounts for over 66% of our gas
      sales. There are twenty-eight producing gas wells in the field. During the
      past
      several years we have never been in any material over/under produced situation.
      In future filings we will address any material over/under produced
      situation.

            4.

              Your
                comment
                No. 4 deals with our purchase of outstanding stock
                options.

    Our
      response:

    We
      will revise our statement of
      cash
      flows
      to reflect these
two
      items
      in
      operating
      activities.
      We will make these
      changes in our Form 10-KSB for the year ended December 31, 2006.

    We
      have accounted for stock options in accordance with APB 25 as disclosed in
      our
      accounting policy footnote. When we sold the Cuyama oil and gas field in August
      2004 we concluded to reward our employees by giving them cash bonuses and also
      by buying out their stock options. Because our stock is (i) on the OTC Bulletin
      Board, (ii) is thinly traded, and (iii) over 85% is controlled by board members
      and their affiliates there is not a true market for our stock. We concluded
      our
      employees would not receive a fair price if they exercised their options and
      then sold the stock. We consider the 2004 sale of the Cuyama field to be a
      monumental event in the life of our company. We had owned the field since
      1990.

    We
      arrived at the $2.80 based on a determination by our board of directors that
      such amount represented a fair price.

    In
      January 2001, we purchased for $300,000 options from our employees. The trigger
      events for this action were: (i) none of our employee options have been
      exercised since 1990, and (ii) in January 2001 we were experiencing high prices
      for oil and gas sales. We wanted to share with our employees the results of
      the
      high prices.

        2

            5.

              Your
                comment
                No. 5 deals with our oil and gas reserve
                estimates.

    Our
      response:

    Edwin
      James is the
      consulting engineer. He lives in Seattle, Washington.

    His
      address is 1612
      37th Ave, Seattle, WA 98122 and his phone number is (206) 328-6458. We take
      no
      exception disclosing this in our next Form 10-KSB but would like to understand
      the purpose of the request. We are not aware of any SEC requirements to include
      such information in a 1934 Act filing. Since our Form 10-QSB does not include
      reserve information we think it might be confusing to the readers if we include
      Mr. James’s name in such filing.

            6.

              Your
                comment
                No. 6 deals with the accounting of Executive
                compensation.

    Our
      response:

    Such
      amounts are
      included in the gain on sale of discontinued operations for 2004.

    Of
      the $1,251,900 reported in our compensation table, $981,000 is included in
      the
      $1,305,000 originally reported in cash flows from financing activities and
      the
      remainder is included in cash flows from operating activities. As indicated
      in
      our response to comment 4 we will be revising our statement of cash flows to
      reflect these amounts entirely in cash flows from operating
      activities.

            7.

              Your
                comment
                No. 7 deals with our receivable from Sunrise and our
                investment.

    Our
      response:

    The
      $3,814,000
      receivable was paid on July 31, 2006 as disclosed on the face of the June 30,
      2006 balance sheet.

    The
      investment in
      Sunrise was $1,500,000. The investment in CELLC was $127,000. The third
      paragraph to Note 7 to the June 30, 2006 interim financial statements discusses
      the $1,500,000 amount vis-à-vis FIN 45. Once we begin consolidating Sunrise,
      this investment account will no longer appear.

    The
      $7,000,000 loan
      to Sunrise as of March 31, 2006 was repaid by Sunrise in April 2006 as disclosed
      on the face of the March 31, 2006 balance sheet included in our first quarter
      Form 10-QSB.

        3

            8.

              Your
                comment
                No. 8 deals with MD&A.

    Our
      response:

    We
      have a verbal agreement with Indiana Power and Light (IPL.) A definitive
      agreement should be finalized during the fourth quarter. The verbal agreement
      calls for a payment of $.10 per ton as coal is produced from the Carlisle mine
      for the first two years and $.25 per ton in future years for the life of the
      mine. If coal is not mined, we have no obligation to pay. In view of the fact
      that the coal will be selling at $27 per ton, we view this settlement as not
      significant. We are expecting a document from IPL soon.

    Your
      comment No. 9
      deals with controls and procedures.

    Our
      response:

    We
      will revise our disclosure to comply as requested in our future filings
      beginning with the September 30, 2006 Form 10Q-SB.

    We
      acknowledge that :

            1.

              We
                are
                responsible for the adequacy and accuracy of the disclosure in our
                filings.

            2.

              the
                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

            3.

              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.

    Yours
      truly,

      /S/VICTOR
        P.
        STABIO

    Victor
      P.
      Stabio,

    President
      and
      CEO

        4

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

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010

November 28, 2006

Mr. Victor P. Stabio
Chief Executive Officer
Hallador Petroleum Company
1660 Lincoln St. #2700
Denver, Colorado 80264-2701

Re: Hallador Petroleum Company
Form 10-KSB for Fiscal Year Ended December 31, 2005
  Filed April 14, 2006
  Response Letter Dated October 23, 2006
  File No. 0-14731

Dear Mr. Stabio:

We have reviewed your filing 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 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-KSB for Fiscal Year Ended December 31, 2005

General

1. Please submit your letter of correspondence to us dated October 9, 2006 on EDGAR, as well as any future correspondence.

2. An amendment will be required to comply with your reporting obligations, which include filing a statement of changes in stockholders’ equity, correcting the characterization of various transactions in your statements of cash flows, identifying the preparer of your oil and gas reserve information, providing details

Mr. Victor P. Stabio
Hallador Petroleum Company
November 28, 2006 Page 2

of your coal sales agreement, and correcting information about your reporting of changes in internal controls over financial reporting.  These matters were detailed in prior comments 1, 2, 4, 5, 6, 8 and 9.  We have provided further clarification on some of these points in this comment letter, and are requesting that you provide additional information about your accounting and disclosure for certain transactions.  You may wish to submit draft amendments with proposed revisions marked to show all changes and cross referenced by comment number.

Financial Statements

3. We have read your response to prior comment one explaining that you have chosen to disregard the requirement of Item 310(a) of Regulation S-B to file a
statement of changes in stockholders’ equity because you do not wish to burden readers with unnecessary disclosure.  As the accommodation in Rule 3-04 of Regulation S-X is not available to small business filers, we believe you will need to amend your filing to include a statement of changes in stockholders’ equity covering each of your two preceding fiscal years.

4. We have read your response to prior comment two, indicating that you believe presenting the expenditure to purchase limited partner interests in Hallador Petroleum LLP, a separate legal entity in which you held a 70 percent interest, as a $1.2 million financing cash outflow is consistent with the guidance in paragraph 20 of SFAS 95.

The guidance you cite would generally pertain to acquisitions of your own equity securities (i.e. those of Hallador Petroleum Company), rather than those of other separate legal entities, whether or not consolidated.  The guidance in paragraph 17(b) is most typically followed when reporting cash expenditures to acquire equity instruments of other enterprises.  Tell us why you believe this guidance does not apply to you.

Note 3 – Stock Options and Bonus Plans, page 23

5. In response to prior comment 4 you acknowledge that you did not properly report cash expenditures related to your purchase of stock options from employees in your statements of cash flows for 2004.  We believe it will be necessary to amend your filing to correct your financial statements for this item.  As previously advised, we believe you should disclose how you have been accounting for the options since issuance, along with details sufficient to understand the circumstances under which you decided to repurchase the earlier awards, and the manner of determining that $2.80 was the appropriate reference in calculating the amounts paid.  On a related point, please also disclose the line item in your

Mr. Victor P. Stabio
Hallador Petroleum Company
November 28, 2006 Page 3

statements of operations reflecting the $1,305,000 expense in 2004, and your rationale for reporting the charge in this manner.

Note 6 – Reserve Data (Unaudited), page 25

6. We note your response to prior comment five, stating that you are not aware of any requirement to identify the individual who prepared your reserve estimates, and that you would like to understand the purpose of our request.

While there is no requirement to have information about your oil and gas reserves prepared by external parties, or to disclose instances where you have engaged third parties in this capacity, since voluntary disclosure indicating you have placed reliance on others in preparing your report may be interpreted as suggesting a division of responsibility, and given the general significance of reserve estimates to the preparation of financial statements, such disclosure should include the identity of the individual or firm rendering the service to provide a minimal degree of clarity.  Of course, the expectation is that you also obtain permission from the external party in making this reference.

Since you have chosen to disclose that your oil and gas reserve estimates were prepared by a “sole-proprietor consulting petroleum engineer,” further clarification is appropriate.

Form 10-QSB for Fiscal Quarter Ended June 30, 2006

Financial Statements

Balance Sheet, page 2

7. We have read your response to prior comment seven in which you indicate that you have assigned a value of $1.5 million to your guarantee of Sunrise’s $30 million line of credit, and recorded that item as an investment in Sunrise as of June 30, 2006 in accordance with FIN 45.  However, it is unclear why you have recorded this amount as an asset on your balance sheet, rather than as a liability.  Please submit the analysis that you prepared under FIN 45 in support of your accounting treatment.

Management’s Discussion and Analysis, page 8

Mr. Victor P. Stabio
Hallador Petroleum Company
November 28, 2006 Page 4

8. We note your response to prior comment 8, indicating that you believe the coal agreement is not significant.  We believe that it will be necessary to revise your disclosure to provide further details of your arrangement, and to clarify your views on significance.  Please ensure that you identify the parties to the contract and explain which party will be paying the $0.10 to $0.25 per ton figures mentioned in your reply, and which party will be selling the coal at $27 per ton.  As you describe the agreement as a settlement, the nature of the claim being settled should be clear.  Please revise accordingly.

Form 10-QSB for Fiscal Quarter Ended September 30, 2006

Financial Statements

Note 5 – Sunrise Coal Acquisition, page 10

9. We note your disclosure under point (g) on page 25 of the Form 8-K/A that you filed on October 16, 2006, indicating that Sunrise Coal LLC issued shares to Yorktown Energy Partners VI, L.P. in conjunction with your $7 million advance.  Expand that disclosure and the related information under this heading to specify the total number of outstanding Sunrise Coal LLC shares immediately before and after this issuance.  Also disclose the manner by which you hold your 60 percent interest.  It should be clear whether you have acquired shares that were already outstanding or whether additional shares were issued.

On a related point, please clarify in the disclosure that net proceeds from Hallador were $2.5 million, as indicated by your disclosure on page 13 of the Form 8-K/A that you filed on October 16, 2006, if true.  Please be sure to describe the transaction giving rise to the $5 million payable offsetting the $7.5 million figure.

10. Please disclose under this heading the terms and status of the long-term contract to supply coal mentioned on page 11 of the Form 8-K/A that you filed on October 16, 2006.  Also address your productive capabilities, with reference to historical levels of production, relative to your obligations under the contract.  The disclosure in the Form 8-K/A should also be expanded to include the accounting methodology applied and the rationale.

11. Disclose the extent to which the unfunded commitment to expend an additional $13 million on the activities of Sunrise Coal LLC is reflected in the amounts you recorded in applying purchase accounting.  Also disclose the amount of the contract termination obligation that is reflected in the liabilities assumed in your acquisition, and the assumptions you have made in assigning this value.

Note 6 – Investment in Savoy, page 11

Mr. Victor P. Stabio
Hallador Petroleum Company
November 28, 2006 Page 5

12. Please expand your disclosure to explain how the sale of 1,893,000 common shares to Yorktown Energy Partners VI, L.P. factored into your purchase of the 32 percent interest in Savoy Energy LLP from that entity.

Management’s Discussion and Analysis, page 15

13. We see that you are reporting coal reserves of 35 million tons; and understand from your disclosure on page 7 that you are utilizing the units-of-production method of amortizing various mine related costs, including those associated with mine development, asset retirement obligations, and leases.  Given the apparent significance of your newly acquired coal mining operation, and that you have not previously reported information about the underlying properties, please amend your filing to disclose the information required under Industry Guide 7 for companies engaged in mining operations.  Also, submit documentation supporting your characterization of the quantities reported as reserves.

Form 8-K/A Filed October 16, 2006

Pro Forma Financial Statements, page 21

14. Expand all disclosures of your pro forma adjustments to include your rationale for making each adjustment.

15. Given that you have described the agreement as requiring contributions to Sunrise Coal LLC of $13 million, an entity that you have undertaken to consolidate, explain your presentation of the “future required contributions” as a liability.  Please read the conceptual information in paragraphs 36 through 40 of CON 6, and cite the applicable features of the arrangement when preparing your response to this comment.

16. Disclose the amount of the impairment charge related to the Howesville Mine recognized in June 2006, referenced on page 13.

17. We note you have included a pro forma adjustment for your acquisition of an equity interest in Savoy Energy, L.P., although you have made no mention of this in the introductory language on page 21.  Please amend your filing to include the information specified in Rule 11-02 of Regulation S-X.  The manner by which you have calculated your pro forma adjustment, including the amortization mentioned on page 12 of your Form 10-QSB covering the quarter ended September 30, 2006, should be clear.  Submit the financial statements of Savoy Energy, L.P., which you relied upon in preparing this adjustment, and provide any underlying calculations.

Mr. Victor P. Stabio
Hallador Petroleum Company
November 28, 2006 Page 6

18. Given the disparity between the historical property values of Sunrise Coal LLC, and the amounts you have ascribed to property, disclose the reasons you found it unnecessary to provide a pro forma adjustment for DD&A.  On a related point, please also disclose the reserve quantities held by the entity, which comply with the definitional criteria set forth in Industry Guide 7 for mining companies.

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.

You may contact Tracie Towner at (202) 551-3744 if you have questions
regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3686 with any other questions.

        S i n c e r e l y ,

        Karl Hiller
        B r a n c h  C h i e f