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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
      March 2, 2006

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



      Re:	Alliance Holdings GP, L.P.
		Registration Statement on Form S-1
      Amendment No. 2 filed February 10, 2006
		File No. 333-129883

Dear Mr. Pearson:

      We have reviewed your February 10th response letter and
amended
filing and have the following comments.  Where indicated, we think
you
should revise your document in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.









Business of Alliance Resource Partners, L.P., page 101

1. We note your response number 1.  In this, or a more appropriate
part of the prospectus, discuss the business reasons for acquiring
a
property which is not accretive to cash available for
distribution.

Risk Factors, page 22

The sale or exchange of 50% or more of our capital profits
interests..., page 48

2. We note your response to comment 2.  Please expand this section
and
the Material Tax Consequences section on page 168 to discuss in
more
detail the extent of the increase in unitholders` taxable income
as a
result of ARLP`s or your termination as partnerships.  Also
discuss
the impact of ARLP or you being treated as new partnerships for
federal income tax purposes.

     * * * * *
Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness 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
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Direct your questions relating to the engineering comments
to
Roger Baer, Petroleum Engineer, at (202) 551-3705.  Please contact
Carmen Moncada-Terry at (202) 551-3687 or, in her absence, the
undersigned, at (202) 551-3740 with any other questions.

      					Sincerely,



      					H. Roger Schwall
      Assistant Director


cc: 	D. Oelman
	R. Baer
      C. Moncada-Terry
Mr. Thomas L. Pearson
Alliance Holdings GP, L.P.
March 2, 2006
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