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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
      April 13, 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. 3 filed March 28, 2006
		File No. 333-129883

Dear Mr. Pearson:

      We have reviewed your response letter dated March 28, 2006,
and
the 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.








Cover page

1. Please revise to conform to Item 501(b)(8) of Regulation S-K,
which
requires the naming of the lead or managing underwriter(s).  In
this
regard, we note that you have included the names of underwriters
that
have not been identified as lead or managing underwriters.

Risk Factor, page 21

In 2005, a material weakness was identified in ARLP`s internal
controls over financial reporting..., page 30

2. We note that ARLP`s management discovered a material weakness
in
ARLP`s internal control over financial reporting as of December
31,
2004.  In light of such discovery, disclose the conclusion of
ARLP`s
management regarding the effectiveness of ARLP`s internal control
over
financial report as of December 31, 2004.

Overview of Operations, page 74

3. We note that ARLP entered into long-term agreements with PC
Indiana
Synthetic Fuel#2, L.L.C. and Mt. Storm Coal Supply.  Please
disclose
whether the sales of coal pursuant to the agreements to each of
these
entities represent more than 10% of ARLP`s consolidated revenue.
If
so, please file the agreements as exhibits.

     * * * * *
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.

      Please contact Carmen Moncada-Terry at (202) 551-3687 or, in
her
absence, the undersigned, at (202) 551-3740 with any questions.
      					Sincerely,


      					H. Roger Schwall
      Assistant Director


cc: 	D. Oelman
	C. Moncada-Terry
Mr. Thomas L. Pearson
Alliance Holdings GP, L.P.
April 13, 2006
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