SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CRAFT JOSEPH W III

(Last)

(First)

(Middle)

1717 S. BOULDER AVENUE

SUITE 600

(Street)

TULSA

74119

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALLIANCE RESOURCE PARTNERS LP [ ARLP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and Chief Executive

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common unit								60,000	D
Common unit⁽³⁾	11/02/2004		M		140,000	A	⁽³⁾	200,000	D
Common unit⁽³⁾	11/02/2004		F		56,000	D	$59.19⁽⁷⁾	144,000	D
Common unit								1,000	I	By sons
Common unit								1,232,780	I	See footnote⁽⁸⁾
Common unit								10,921	I	See footnote⁽⁹⁾
Common unit	11/02/2004		D		598	D	⁽¹³⁾	10,323	I	See footnote⁽⁹⁾
Common unit								113,561	I	See footnote⁽¹⁰⁾
Common unit	11/02/2004		D		1,712	D	⁽¹⁴⁾	111,849	I	See footnote⁽¹⁰⁾
Common unit								80,658	I	See footnote⁽¹¹⁾
Common unit								230,762	I	See footnote⁽¹¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom unit	⁽²⁾							⁽¹⁾	⁽⁶⁾	Common unit	17,612		17,612	D
Restricted unit	⁽³⁾	11/02/2004		M			140,000	11/02/2004	⁽⁶⁾	Common unit	140,000	⁽³⁾	0	D
Restricted unit	⁽²⁾							⁽⁴⁾	⁽⁶⁾	Common Unit	45,000		45,000	D
Restricted unit	⁽²⁾							⁽⁵⁾	⁽⁶⁾	Common unit	28,000		28,000	D
Subordinated units	⁽²⁾							⁽¹²⁾	⁽⁶⁾	Subordinated units	6,422,531		6,422,531	I	See footnote⁽¹²⁾

Explanation of Responses:

1. The Phantom units are to be settled in either cash or ARLP common units, at the election of the Compensation Committee, upon the reporting person's death or termination.

2. 1 for 1

3. The Restricted units have vested according to the provisions described in the Agreement of Limited Partnership of the Issuer on November 2, 2004 and upon vesting the restricted units were paid on a 1 for 1 basis of common units based upon the market value of the common units ($59.19) on the date of vesting.

4. The Restricted units will vest on September 30, 2005 provided that the issuer meets certain financial tests. Once vested the restricted units are to be settled in either cash or ARLP common units, at the election of the Compensation Committee.

5. The Restricted units will vest on December 31, 2006 provided that the issuer meets certain financial tests. Once vested the restricted units are to be settled in either cash or ARLP common units, at the election of Compensation Committee.

6. Not applicable

7. Upon vesting, restricted units are withheld by the Partnership for payment of tax liablity at the vesting price of $59.19.

8. The reporting person indirectly holds 1,232,780 Common Units of ARLP though ARH-II, of which he is the sole director and majority shareholder. ARH-II holds all of the outstanding shares of Alliance Resource Holdings, Inc. ("ARH"). ARH, in turn holds all of the outstanding shares of Alliance Resource GP, LLC ("SGP"). The SGP directly holds 1,232,780 Common Units of ARLP as well as other assets. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

9. Following the reported transaction the reporting person indirectly holds 10,323 Common Units of ARLP through Alliance Management Holdings, LLC ("AMH") of which he is the sole director. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

10. Following the reported transaction the reporting person indirectly holds 111,849 Common Units of ARLP through AMH-II, LLC ("AMH-II"). The reporting person is the majority member of AMH-II and sole director. The reporting person disclaims beneficial ownership of the reported securities except tot he extent of his pecuniary interest therein.

11. The reporting person indirectly holds the MGP's general partnership interest in ARLP, which is the equivalent of 311,420 Common Units of ARLP, through Alliance Management Holdings, Inc. ("AMH") and AMH-II, LLC ("AMH"). The equivalent of approximately 80,658 Common Units is held through AMH, and the equivalent of approximately 230,762 Common Units is held through AMH-II. We have determined the GP interest held by AMH and AMH-II are not reportable securities.

12. The reporting person indirectly holds 6,422,531 Subordinated Units of ARLP though ARH-II, of which he is the sole director and majority shareholder. ARH-II holds all of the outstanding shares of ARH. ARH, in turn holds all of the outstanding shares of SGP. The SGP directly holds 6,422,531 Subordinated Units of ARLP as well as other assets. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The Subordinated Units will convert into Common Units if the issuer meets certain financial tests described in the Agreement of Limited Partnership of the Issuer. IF these tests are met, one-half of the Subordinated Units will automatically convert into Common Units no earlier than September 30, 2003. The balance would be eligible for conversion no earlier than September 30, 2004.

13. AMH is making a capital contribution of 598 Common Units to ARLP pursuant to ARLP's Partnership agreement to maintain their general partner interest in ARLP. ARLP will cancel these Common Units upon receipt.

14. AMH-II is making a capital contribution of 1,712 Common Units to ARLP pursuant to ARLP's Partnership agreement to maintain their general partner interest in ARLP. ARLP will cancel these Common Units upon receipt.

Remarks:

	Joseph W. Craft	11/03/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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