Alliance Resource Partners LP – IPO: ‘S-1/A’ on 7/23/99

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Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Alliance Resource Partners, L.P.- Amendment No.3     291   1.44M 
 2: EX-3.2      Form of Agreement                                     68    259K 
 3: EX-3.7      Cert. of Formation of Alliance Resource Management     1      6K 
 4: EX-3.8      Certificate of Limited Partnership                     1      6K 
 5: EX-23.1     Consent of Deloitte & Touche LLP                       1      6K 

S-1/A   —   Alliance Resource Partners, L.P.- Amendment No.3
Document Table of Contents

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1999 

                                                      REGISTRATION NO. 333-78845
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

--------------------- 

AMENDMENT NO. 3 TO

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 
--------------------- 
ALLIANCE RESOURCE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)

                                                                [Download Table]
                                                                                  
            DELAWARE                         1222                   73-1564280    
(State or other jurisdiction of  (Primary Standard Industrial    (I.R.S. Employer 
 incorporation or organization)  Classification Code Number)   Identification No.)

1717 SOUTH BOULDER AVENUE 
TULSA, OKLAHOMA 74119 
(918) 295-7600
(Address, including zip code, and telephone number, including area code, of 
registrant's principal executive offices) 

THOMAS L. PEARSON 
SENIOR VICE PRESIDENT -- LAW AND ADMINISTRATION,
GENERAL COUNSEL AND SECRETARY 
1717 SOUTH BOULDER AVENUE 
TULSA, OKLAHOMA 74119 
(918) 295-7600
(Name, address, including zip code, and telephone number, including area code,
of agent for service) 

Copies to:

                                                                [Download Table]
                                                                      
ANDREWS & KURTH L.L.P.                           BAKER & BOTTS, L.L.P.
600 TRAVIS, SUITE 4200                              ONE SHELL PLAZA   
 HOUSTON, TEXAS 77002                                910 LOUISIANA    
    (713) 220-4200                                HOUSTON, TEXAS 77002
ATTN: DAVID P. OELMAN                                (713) 229-1234   
                                                 ATTN: JOSHUA DAVIDSON

--------------------- 

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.                

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of  
1933, please check the following box.  [ ]                                      

 If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier        
effective registration statement for the same offering.  [ ]                    

  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering.  [ ]                                                     

  If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering.  [ ]                                                     

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [ ]                                            

  THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION       
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF  
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME     
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), 
MAY DETERMINE.                                                                  

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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY   
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE       
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE         
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.               

SUBJECT TO COMPLETION, DATED JULY 23, 1999

PROSPECTUS                                                                      

8,969,335 COMMON UNITS

ALLIANCE RESOURCE PARTNERS, L.P.
REPRESENTING LIMITED PARTNER INTERESTS

$             PER UNIT
------------------

  Alliance Resource Partners, L.P. is selling 8,969,335 common units which
represent limited partner interests in our partnership. Alliance Resource       
Partners was recently formed to acquire, own and operate substantially all of   
the coal production and marketing business and assets of Alliance Resource      
Holdings, Inc. The underwriters named in this prospectus may purchase up to     
1,345,400 additional common units from Alliance Resource Partners under certain 
circumstances.                                                                  

 Common units are entitled to receive distributions of operating cash of
$0.50 per quarter, or $2.00 on an annualized basis, before any distributions are
paid on subordinated units. Subordinated units also represent limited partner   
interests in our partnership and will be owned by our special general partner.  
We expect that the priority of the common units will continue until at least    
September 30, 2004.                                                             

This is an initial public offering of common units. Alliance Resource 
Partners currently expects the initial public offering price to be between      
$19.00 and $21.00 per share. The common units have been approved for quotation  
on the Nasdaq National Market under the symbol "ARLP".                          

------------------

  INVESTING IN THE COMMON UNITS INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 19.                                                           

These risks include the following:                                    

- Cash distributions on the common units are not assured.             

- The legal duties of our managing general partner to unitholders are 
limited.                                                          

  - Our business will be managed by our managing general partner. You will
   have limited voting rights and limited ability to remove the managing
general partner.                                                  

   - Environmental regulations have changed consumption patterns by electric
utility companies and may limit our ability to sell coal.         

    - Competition within the coal industry and from other fuels may affect our
ability to sell our coal.                                         

   - We depend on a few customers for a significant portion of our revenues.

- Our customers may choose not to extend existing or enter into new   
long-term contracts.                                              

   - Our indebtedness may limit our ability to borrow additional funds, make
   distributions to unitholders or capitalize on business opportunities.

- Purchasers of common units will experience immediate and substantial
dilution.                                                         

     - You may be required to pay taxes on income from us even if you receive no
cash distributions.                                               

 Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this   
prospectus is truthful or complete. Any representation to the contrary is a     
criminal offense.                                                               
------------------

                                                        [Enlarge/Download Table]

                                                            PER COMMON UNIT           TOTAL       
                                                          -------------------  -------------------
                                                                                                  
Public Offering Price                                     $                    $                  
Underwriting Discount                                     $                    $                  
Proceeds to Alliance Resource Partners (before expenses)  $                    $                  

The underwriters are offering the common units subject to various     
conditions. The underwriters expect to deliver the common units to purchasers on
or about                     , 1999.                                            
------------------

SALOMON SMITH BARNEY                                  MORGAN STANLEY DEAN WITTER

A.G. EDWARDS & SONS, INC. 

                                                                 LEHMAN BROTHERS

, 1999                                            

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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. 
ALLIANCE RESOURCE PARTNERS HAS NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH        
DIFFERENT INFORMATION. ALLIANCE RESOURCE PARTNERS IS NOT MAKING AN OFFER OF     
THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT  
ASSUME THAT THE INFORMATION PROVIDED BY THIS PROSPECTUS IS ACCURATE AS OF ANY   
DATE OTHER THAN THE DATE ON THE FRONT OF THIS PROSPECTUS.                       

--------------------- 

TABLE OF CONTENTS 

                                                                [Download Table]
                                                        
GUIDE TO READING THIS PROSPECTUS.................  (iii)
PROSPECTUS SUMMARY...............................     1 
  Alliance Resource Partners.....................     1 
  Partnership Structure and Management...........     4 
  The Offering...................................     6 
  Summary Historical and Pro Forma Financial and        
    Operating Data of Alliance Resource                 
    Partners.....................................     8 
  Summary of Risk Factors........................    10 
  The Transactions...............................    13 
  Summary of Conflicts of Interest and Fiduciary        
    Responsibilities.............................    14 
  Distributions and Payments to the General             
    Partners and their Affiliates................    15 
  Summary of Tax Considerations..................    17 
RISK FACTORS.....................................    19 
  Risks Inherent in an Investment in Alliance           
    Resource Partners............................    19 
  Risks Inherent in Our Business.................    21 
  Regulatory Risks...............................    28 
  Tax Risks to Common Unitholders................    30 
USE OF PROCEEDS..................................    33 
CAPITALIZATION...................................    34 
DILUTION.........................................    35 
CASH DISTRIBUTION POLICY.........................    36 
  Quarterly Distributions of Available Cash......    36 
  Available Cash.................................    36 
  Operating Surplus and Capital Surplus..........    36 
  Maintenance and Expansion Capital                     
    Expenditures.................................    37 
  Distributions of Available Cash from Operating        
    Surplus During the Subordination Period......    38 
  Distributions of Available Cash from Operating        
    Surplus After the Subordination Period.......    38 
  Subordination Period; Conversion of                   
    Subordinated Units...........................    38 
  Incentive Distribution Rights..................    39 
  Distributions from Capital Surplus.............    41 
  Adjustment of Minimum Quarterly Distribution          
    and Target Distribution Levels...............    42 
  Distributions of Cash Upon Liquidation.........    42 
CASH AVAILABLE FOR DISTRIBUTION..................    45 
SELECTED HISTORICAL AND PRO FORMA FINANCIAL AND         
  OPERATING DATA OF ALLIANCE RESOURCE PARTNERS...    47 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL       
  CONDITION AND RESULTS OF OPERATIONS............    49 
  Results of Operations..........................    51 
  Liquidity and Capital Resources................    54 
  Inflation......................................    58 
  Impact of Year 2000 Issue......................    58 
  Recent Accounting Pronouncements...............    60 
COAL INDUSTRY OVERVIEW...........................    61 
  Demand for Coal................................    61 
  Generation of Electricity......................    62 
  Coal Imports and Exports.......................    63 
  Coal Production................................    64 
  Coal Types.....................................    64 
  Coal Qualities.................................    65 
  Coal Regions...................................    66 
  Mining Methods.................................    67 
  Coal Preparation...............................    68 
  Coal Prices....................................    68 
  Transportation.................................    69 
  Deregulation of the Electric Utility                  
    Industry.....................................    69 
BUSINESS.........................................    71 
  Business Strategy..............................    71 
  Competitive Strengths..........................    72 
  Coal Reserves..................................    73 
  Mining Methods.................................    74 
  Mining Operations and Production...............    74 
  Other Operations...............................    77 
  Coal Transportation............................    77 
  Customers......................................    78 
  Coal Contracts.................................    78 
  Employees and Labor Relations..................    79 
  Competition....................................    80 
  Legal Proceedings..............................    80 
  Regulation.....................................    81 
  Other Environmental, Health and Safety                
    Regulation...................................    87 
MANAGEMENT.......................................    88 
  The Managing General Partner Will Manage              
    Alliance Resource Partners...................    88 
  Directors and Executive Officers of the               
    Managing General Partner.....................    88 
  Reimbursement of Expenses of the Managing             
    General Partner..............................    90 
  Executive Compensation.........................    90 
  Compensation of Directors......................    91 
  Employment Agreements..........................    91 
  Long-Term Incentive Plan.......................    91 
  Short-Term Incentive Plan......................    92 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS         
  AND MANAGEMENT.................................    94 
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...    96 
  Agreements Governing the Transactions..........    96 
  Relationship with Alliance Resource Holdings...    96 
  Purchase of Managing General Partner                  
    Interest.....................................    96 
  Omnibus Agreement..............................    96 
CONFLICTS OF INTEREST AND FIDUCIARY                     
  RESPONSIBILITIES...............................    98 

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                                                                [Download Table]
                                                       
  Conflicts of Interest..........................    98
  Fiduciary Duties Owed to Unitholders by the          
    General Partners are Prescribed by Law and         
    the Partnership Agreement....................   101
DESCRIPTION OF THE COMMON UNITS..................   103
  The Units......................................   103
  Transfer Agent and Registrar...................   103
  Transfer of Common Units.......................   103
DESCRIPTION OF THE                                     
  SUBORDINATED UNITS.............................   105
  Conversion of Subordinated Units...............   105
  Limited Voting Rights..........................   106
  Distributions upon Liquidation.................   106
THE PARTNERSHIP AGREEMENT........................   107
  Organization and Duration......................   107
  Purpose........................................   107
  Power of Attorney..............................   107
  Capital Contributions..........................   108
  Limited Liability..............................   108
  Issuance of Additional Securities..............   109
  Amendment of the Partnership Agreement.........   110
  Merger, Sale or Other Disposition of Assets....   112
  Termination and Dissolution....................   112
  Liquidation and Distribution of Proceeds.......   112
  Withdrawal or Removal of the General                 
    Partners.....................................   113
  Transfer of General Partner Interests and            
    Incentive Distribution Rights................   114
  Change of Management Provisions................   115
  Limited Call Right.............................   115
  Meetings; Voting...............................   115
  Status as Limited Partner or Assignee..........   116
  Non-citizen Assignees; Redemption..............   116
  Indemnification................................   117
  Books and Reports..............................   117
  Right to Inspect Alliance Resource Partners'         
    Books and Records............................   118
  Registration Rights............................   118
UNITS ELIGIBLE FOR FUTURE SALE...................   119
TAX CONSIDERATIONS...............................   121
  Legal Opinions and Advice......................   121
  Partnership Status.............................   122
  Limited Partner Status.........................   123
  Tax Consequences of Unit Ownership.............   124
  Tax Treatment of Operations....................   129
  Disposition of Common Units....................   132
  Tax-Exempt Organizations and Other Investors...   134
  Administrative Matters.........................   135
  State, Local and Other Tax Considerations......   138
INVESTMENT IN ALLIANCE RESOURCE PARTNERS BY            
  EMPLOYEE BENEFIT                                     
  PLANS..........................................   139
UNDERWRITING.....................................   140
VALIDITY OF THE COMMON UNITS.....................   142
EXPERTS..........................................   142
WHERE YOU CAN FIND MORE                                
  INFORMATION....................................   142
FORWARD-LOOKING STATEMENTS.......................   143
INDEX TO FINANCIAL STATEMENTS....................   F-1
Appendix A -- Form of Amended and Restated             
  Agreement of Limited Partnership...............   A-1
Appendix B -- Form of Application for Transfer of      
  Common Units...................................   B-1
Appendix C -- Glossary of Terms..................   C-1
Appendix D -- Pro Forma Available Cash from            
  Operating Surplus..............................   D-1
Appendix E -- Coal Reserve Audit Summary Report        
  of Weir International Mining Consultants.......   E-1

--------------------- 

    Until             , 1999 (the 25th day after the date of this prospectus),
all dealers that buy, sell or trade the common units, whether or not            
participating in this offering, may be required to deliver a prospectus. This is
in addition to the dealers' obligation to deliver a prospectus when acting as   
underwriters and with respect to their unsold allotments or subscriptions.      

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GUIDE TO READING THIS PROSPECTUS

The following information should help you understand some of the      
conventions used in this prospectus:                                            

- For ease of reference, a glossary of some of the terms used in this 
  prospectus is included as Appendix C to this prospectus. Capitalized
  terms not otherwise defined have the meanings given in the glossary.

    - Unless otherwise indicated, the information set forth in this prospectus
     assumes: (1) an initial public offering price of $20.00 per common unit
and (2) that the underwriters' over-allotment option has not been 
exercised.                                                        

  - Weir International Mining Consultants has audited the estimates of our
coal reserves as of March 31, 1999 contained in this prospectus.  

- In this prospectus, we use three principal sources to provide coal  
   industry data: Resource Data International, Inc., the National Mining
Association and the Energy Information Administration of the U.S. 
     Department of Energy. Occasionally, the data from one source may differ
  from the data provided from another source. We do not believe any of
these differences are material.                                   

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PROSPECTUS SUMMARY

    The summary highlights information contained elsewhere in this prospectus.
It does not contain all of the information that you should consider before      
investing in the common units. You should read the entire prospectus carefully, 
including the "Risk Factors" section and the financial statements and the notes 
to those statements.                                                            

ALLIANCE RESOURCE PARTNERS

   We are a diversified producer and marketer of coal to major United States
utilities and industrial users. We began mining operations in 1971 and since    
then have grown through acquisitions and internal development to become the     
eighth largest coal producer in the eastern United States. At March 31, 1999, we
had approximately 407 million tons of reserves in Illinois, Indiana, Kentucky,  
Maryland and West Virginia. In 1998, we produced 13.4 million tons of coal and  
sold 15.1 million tons of coal. The coal we produced in 1998 was approximately  
18% low-sulfur coal, 23% medium-sulfur coal and 59% high-sulfur coal. In 1998,  
over 90% of our medium- and high-sulfur coal was sold to utility plants with    
installed pollution control devices, also known as "scrubbers," to remove sulfur
dioxide.                                                                        

We currently operate six mining complexes in Illinois, Kentucky and   
Maryland and have one complex under development in Indiana. Five of our active  
mining complexes are underground and one has both surface and underground mines.
Our mining activities are organized into three operating regions:               

- ILLINOIS BASIN OPERATIONS. Our three active Illinois Basin mining   
       complexes are located in western Kentucky and southern Illinois. In 1998,
      they produced 7.9 million tons of high-sulfur coal, approximately 79% of
    which were sold under long-term contracts having a term of one year or
      more. Our reserves in the region were 307.4 million tons as of March 31,
   1999. We have also commenced construction of a new underground mining
      complex for production from the low-sulfur portion of our Gibson County,
       Indiana reserves. We expect to begin operations at this mining complex in
the fall of 2000.                                                 

     - EAST KENTUCKY OPERATIONS. Our two East Kentucky mining complexes produced
     2.5 million tons of low-sulfur coal in 1998, approximately 31% of which
       were sold under long-term contracts. Our reserves in the region were 53.5
million tons as of March 31, 1999.                                

 - MARYLAND OPERATIONS. Our Maryland mining complex produced 3.0 million
      tons of medium-sulfur coal in 1998, approximately 94% of which were sold
     under long-term contracts. Our reserves in the region were 46.5 million
tons as of March 31, 1999.                                        

CUSTOMERS AND CONTRACTS                                                         

In 1998, approximately 84% of our production was consumed by electric 
utilities with the balance consumed by cogeneration plants and industrial users.
Our largest customers in 1998 were Tennessee Valley Authority, Seminole Electric
Cooperative, Inc. and Virginia Electric Power Company. We have had relationships
with each of these customers for at least 15 years. In 1998, approximately 75%  
of our sales tonnage, including approximately 84% of our medium- and high-sulfur
coal sales tonnage, was sold under long-term contracts. The balance of our sales
were made on the spot market. In June 1999, we entered into a long-term contract
to provide 23 million tons of low-sulfur coal to a subsidiary of Cinergy, Inc.  
through December 2012. Our long-term contracts contribute to our stability and  
profitability by providing more predictable sales volumes and sales prices. As  
of June 30, 1999, our significant long-term contracts represented total         
commitments of approximately 97.5 million tons of coal.                         

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BUSINESS STRATEGY                                                               

    Our business strategy is to increase our profitability and to maximize our
distributions to unitholders by:                                                

  - continuing to make productivity improvements in order to be a low-cost
producer in each region in which we operate;                      

  - offering our customers a broad range of coal qualities, transportation
alternatives and customized services;                             

 - extending the lives of our mines through the development of currently
undeveloped coal reserves using our existing infrastructure;      

- developing new mining complexes in locations with attractive market 
conditions;                                                       

     - engaging in strategic acquisitions of mining operations and reserves; and

 - developing strategic relationships to take advantage of opportunities
created by the deregulation of the electric utility industry.     

COMPETITIVE STRENGTHS                                                           

     We believe we are in a strong position to successfully execute our business
strategy due to the following competitive strengths:                            

   - WE ARE A PROVEN OPERATOR WITH A TRACK RECORD OF STEADY GROWTH. Over the
       past five years, we have successfully increased our total coal production
from 8.5 million tons in 1994 to 13.4 million tons in 1998.       

    - WE HAVE SUCCESSFULLY INCREASED OUR PRODUCTIVITY. From 1994 through 1998,
we achieved a 7% compound annual growth rate in our productivity, 
      measured in tons produced per man hour. This resulted in a 16% reduction
of the cost per ton of the coal we sold during this period.       

- WE HAVE AN ATTRACTIVE PORTFOLIO OF LONG-TERM CONTRACTS. Of the 97.5 
      million tons of coal committed under our significant long-term contracts
     as of June 30, 1999, a majority is committed to electric utilities with
investment grade credit ratings.                                  

- WE POSSESS SUBSTANTIAL LONG-LIVED RESERVES WITH ADJACENT EXPANSION  
     OPPORTUNITIES. Our total proven and probable reserves at March 31, 1999
     were estimated to be approximately 407 million tons. In addition, there
       are substantial reserves on adjacent properties that we intend to acquire
or lease as our mining operations approach these areas.           

  - OUR MINING OPERATIONS ARE STRATEGICALLY LOCATED. Our mining operations
       are located near many of the major utility generating plants and the coal
      hauling railroads in the eastern United States. We believe this gives us
  a transportation cost advantage compared to many of our competitors.

- WE PRODUCE AND SELL A WIDE VARIETY OF COALS TO SEVERAL GEOGRAPHIC   
  REGIONS. Our product diversity allows us to participate in the major
   segments of the eastern United States coal markets while limiting our
   exposure to a downturn in any single market segment. In addition, our
  coal generally has a relatively high heat content for the regions in
which it is produced, and as a result, sells at a premium price.  

   - WE HAVE A STRONG MANAGEMENT TEAM WITH A SUCCESSFUL RECORD OF DEVELOPING
     AND ACQUIRING COAL PROPERTIES. Our senior management team has been with
      us for an average of 18 years. This management team has been responsible
   for the successful construction of three new mining complexes and the
acquisition of two existing mining complexes.                     

     While we believe we have a number of competitive strengths, you should also
be aware that our business is subject to a number of risks, including our high  
levels of indebtedness, dependence on a few significant customers and changing  
fuel consumption patterns by utilities. See "Risk Factors."                     

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RECENT DEVELOPMENTS                                                             

 The following results of operations for the three months ended June 30,
1999 and June 30, 1998 are preliminary, based on the accounting information     
currently available to us, and are in the process of being finalized. For the   
three months ended June 30, 1999, our net income increased to approximately $5.4
million from approximately $0.7 million for the comparable period in 1998. Over 
the same periods, tons sold remained constant at 3.8 million tons while total   
revenues decreased to approximately $86.7 million from approximately $90.9      
million. The decrease in total revenues reflects reduced low margin brokerage   
volumes, partially offset by higher volumes from our Illinois Basin operations  
and a higher average sales price at our Pontiki/Excel mining complex, primarily 
due to a new long-term contract. The increase in net income is principally      
attributable to lower costs per ton sold at our Hopkins County Coal mining      
complex due to capital improvements made in 1998 and a higher average sales     
price at Pontiki/Excel. For the three months ended June 30, 1999, our earnings  
before interest, income taxes and depreciation, depletion and amortization      
increased by 45% to approximately $17.3 million from approximately $11.9 million
for the comparable period in 1998. The increase in earnings before interest,    
income taxes and depreciation, depletion and amortization is attributable to the
same factors that resulted in an increase in net income.                        

DEMAND FOR COAL                                                                 

  Over the last two decades, total domestic coal consumption in the United
States has increased at an average annual rate of 2.5% from approximately 625   
million tons in 1978 to over one billion tons in 1998. The growth in demand for 
coal has been driven by a growth in electricity consumption. In 1998, electric  
utilities accounted for 90% of domestic coal consumption.                       

     We believe that demand for our coal will continue to grow for the following
reasons:                                                                        

     - DEMAND FOR ELECTRICITY WILL CONTINUE TO INCREASE AS THE ECONOMY CONTINUES
      TO GROW. Electricity production by domestic utilities increased 46% from
      1978 through 1998. Over that same period, demand for coal increased 66%.
      We believe much of the projected increase in demand for electricity will
   be supplied by existing coal-fired plants because they possess excess
capacity which can be utilized at low incremental costs.          

- DEREGULATION OF ELECTRIC UTILITY MARKETS WILL INCREASE DEMAND FOR   
       COAL. We believe that competition and market-based pricing resulting from
     the deregulation of electric utility markets will cause power companies
       to consume more coal. This is because electricity generated from existing
      coal-fired plants is generally less expensive than electricity generated
      from readily available alternatives, including natural gas-fired plants.

- AS NUCLEAR POWER PLANTS ARE RETIRED, EXISTING COAL-FIRED PLANTS WILL
   REPLACE A LARGE PART OF THE RETIRED NUCLEAR CAPACITY. We believe that
      electricity generation from nuclear plants will decline over the next 15
      years because a number of nuclear plants are likely to be retired during
 that period. We believe that excess capacity at existing coal-fired
plants will be used to replace a large part of the retired nuclear
capacity.                                                         

     - COAL PRICES ARE LOWER AND MORE STABLE THAN NATURAL GAS PRICES. The market
      price of natural gas historically has been higher and more volatile than
    the market price of coal. While new natural gas-fired plants generally
    are less expensive to construct than new coal-fired plants, we believe
   that higher prices and volatility will continue to make natural gas a
      less attractive energy source than coal for many utilities, particularly
for baseload electricity generation.                              

- DEMAND FOR OUR MEDIUM- AND HIGH-SULFUR COAL PRODUCTION WILL         
       CONTINUE. Over 90% of our current medium- and high-sulfur coal production
      is shipped to customers who operate power plants in which some or all of
       the generating units have scrubbers installed. Although the Clean Air Act
    emission requirements may cause a general shift in demand toward lower
      sulfur coal, we believe that we will experience continued demand for our
medium- and high-sulfur coal for use in these scrubbed plants.    

RELATIONSHIP WITH THE BEACON GROUP AND OWNERSHIP OF THE GENERAL PARTNERS        

 The Beacon Group, LP, a Delaware limited partnership, together with its
subsidiaries and affiliates, is a private investment and advisory partnership   
based in New York City with specific expertise in the energy                    

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industry. In 1996, The Beacon Group and management formed Alliance Resource     
Holdings, formerly known as Alliance Coal Corporation, to acquire the coal      
production and sales business of MAPCO Inc. Alliance Resource Holdings is owned 
12.9% by management and 87.1% by funds managed by The Beacon Group and its      
affiliates. It is anticipated that management and the funds managed by The      
Beacon Group and its affiliates will purchase ownership interests in the        
managing general partner in similar proportions to their holdings in Alliance   
Resource Holdings. Our special general partner is a wholly-owned subsidiary of  
Alliance Resource Holdings. In addition to energy-related investments, The      
Beacon Group is engaged, through its affiliates, in a number of other           
activities, including merger and acquisition advisory work and non-energy       
principal investments. The Beacon Group has in excess of $2.0 billion of        
committed equity capital under management. After the completion of the offering,
The Beacon Group will retain an interest in our operations through the funds it 
and its affiliates manage. These funds will have a direct interest in the       
managing general partner and an indirect interest in the special general        
partner. See "Security Ownership of Certain Beneficial Owners and Management."  

PARTNERSHIP STRUCTURE AND MANAGEMENT

    Our operations will be conducted through, and our operating assets will be
owned by, our subsidiaries. We will own our interests in our subsidiaries       
through an intermediate partnership, Alliance Resource Operating Partners, L.P. 
Upon consummation of the offering of the common units and the related           
transactions:                                                                   

   - Alliance Resource Partners will own a 98.9899% limited partner interest
in the intermediate partnership;                                  

    - Alliance Resource Management GP, LLC, the managing general partner, will
   own a 0.99% general partner interest in Alliance Resource Partners, a
    1.0001% general partner interest in the intermediate partnership and a
       0.001% managing interest in Alliance Coal, LLC, the operating subsidiary;

    - Alliance Resource GP, LLC, the special general partner, will own a 0.01%
       general partner interest and a 41.3% limited partner interest in Alliance
Resource Partners and a 0.01% general partner interest in the     
intermediate partnership; and                                     

    - the intermediate partnership will own a 99.999% non-managing interest in
Alliance Coal, LLC.                                               

The general partners, therefore, will own a combined 2% general       
partner/managing interest in Alliance Resource Partners, the intermediate       
partnership and the operating subsidiary on a combined basis. In this           
prospectus, we refer to this interest owned by the general partners as their    
combined 2% general partner interest.                                           

   The managing general partner will have sole responsibility for conducting
our business and managing our operations and will own all of the incentive      
distribution rights. The special general partner has no operational or          
managerial responsibilities under our partnership agreement, but will own all of
the subordinated units. The senior executives who currently manage our business 
will manage and operate the business as the senior executives of the managing   
general partner. The managing general partner will not receive any management   
fee or other compensation in connection with its management of our business, but
it will be reimbursed for all direct and indirect expenses incurred on our      
behalf.                                                                         

   Our principal executive offices are located at 1717 South Boulder Avenue,
Tulsa, Oklahoma 74119, and our phone number is (918) 295-7600.                  

   The chart on the following page depicts the organization and ownership of
Alliance Resource Partners, the intermediate partnership and the operating      
subsidiary after giving effect to the offering of the common units and the      
related formation transactions. The percentages reflected in the organization   
chart represent the approximate ownership interest in Alliance Resource         
Partners, the intermediate partnership and the operating subsidiary individually
and not on a combined basis, unlike the other presentations in this prospectus. 

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Organizational chart depicting the following organizational and ownership       
information.                                                                    

Ownership of Alliance Resource Management GP, LLC (the Managing General Partner)

Percentage Interest                  Interest Held By                           
-------------------                  ----------------                           
       %             Management and funds affiliated with The Beacon Group

Ownership of Alliance Resource GP, LLC (the Special General Partner)

Percentage Interest                  Interest Held By                           
-------------------                  ----------------                           
100%                   Alliance Resource Holdings, Inc.           

Ownership of Alliance Resource Partners, L.P. 
(the Partnership) 

                                                        [Enlarge/Download Table]
                                                                                                     
Percentage/Type of Interest Held   Number/Type of Units Rights    Interest Held By                   
--------------------------------   ---------------------------    ----------------                   
    .99% general partner          incentive distribution rights  Alliance Resource Management GP, LLC
    .01% general partner          general partner interest       Alliance Resource GP, LLC           
   41.3% limited partner          6,413,075 subordinated units   Alliance Resource GP, LLC           
   57.7% limited partner          8,969,335 common units         public unitholders                  

Ownership of Alliance Operating Partners, L.P.
(the Intermediate Partnership)

Percentage Interest                 Interest Held By                            
-------------------                 ----------------                            
0.01% general partner          Alliance Resource GP, LLC                      
1.0001% general partner         Alliance Resource Management GP, LLC            
98.9899% limited partner        Alliance Resource Partners, L.P.                

Ownership of Alliance Coal, LLC (the Operating Subsidiary)

Percentage Interest                   Interest Held By                          
-------------------                   ----------------                          
.001% managing               Alliance Resource Management GP, LLC           
99.999% non-managing           Alliance Operating Partners, L.P.                

Effective Aggregate Ownership of Alliance 
Resource Partners, the Intermediate Partnership and the Operating Subsidiary  

Public common unitholders ........................... 57.1%           
Alliance Resource GP, LLC's Subordinated Units ...... 40.9%           
Combined General Partner Interest ...................  2.0%           

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THE OFFERING

Common units offered.......  8,969,335 common units.                            

                      10,314,735 common units if the underwriters'
                     over-allotment option is exercised in full.

Units outstanding after                                                         
this offering..............  8,969,335 common units and 6,413,075 subordinated  
                             units, representing 57.1% and 40.9% limited partner
                  interests in Alliance Resource Partners.

                       If the underwriters' over-allotment option is
exercised in full:    

                            - 1,345,400 additional common units will be issued
                              and 672,700 subordinated units will be redeemed;
and               

                 - 10,314,735 common units and 5,740,375
                              subordinated units, representing 63.0% and 35.0%
                            limited partner interests in Alliance Resource
            Partners, will be outstanding.

Cash distributions.........  We are required to distribute all of our cash on   
                       hand at the end of each quarter, plus working
                          capital borrowings after the end of the quarter,
                           less reserves established by our managing general
                             partner in its discretion. We refer to this cash as
                       "available cash" and its meaning is precisely
                            defined in our partnership agreement. We have also
                     included this definition in our glossary in
                            Appendix C. The amount of this cash may be greater
                 than or less than the minimum quarterly
distribution.         

                      Prior to making quarterly distributions, our
                          managing general partner will establish reserves
for our operations.   

                             In general, cash distributions each quarter will be
            based on the following priorities:

                        - first, 98% to the common units and 2% to the
                          general partners, until each common unit has
                          received a minimum quarterly distribution of
                             $0.50 plus any arrearages in the payment of the
                       minimum quarterly distribution from prior
quarters; and     

                           - second, 98% to the subordinated units and 2% to
                           the general partners, until each subordinated
                   unit has received a minimum quarterly
    distribution of $0.50.

                             If cash distributions per unit exceed target levels
                       greater than $0.55 in a quarter, the managing
                general partner will receive incentive
distributions.        

                             Cash distributions will generally be made within 45
                       days after the end of each quarter. The first
                            distribution to unitholders will be made within 45
                           days after the quarter ending September 30, 1999.
                           The minimum quarterly distribution for the period
                            from the closing of the offering through September
                         30, 1999 will be adjusted downward based on the
      actual length of the period.

                             Although we can provide no assurances, based on the
                             assumptions listed on page 45 of the prospectus, we
                          believe that we will generate sufficient cash to
                 enable us to make the minimum quarterly
                         distribution of $0.50 per quarter on the common
units and the         

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                           subordinated units through December 31, 2000. The
                             amount of pro forma cash available for distribution
                             generated during 1998 would have been sufficient to
                          allow us to pay approximately 90% of the minimum
                        quarterly distribution on the common units and
                             would have been insufficient to make a distribution
                            on the subordinated units. See "Cash Available for
                             Distribution" for an explanation of this shortfall.

Subordination period.......  The subordination period will end once we meet the 
                           financial tests in the partnership agreement, but
                            it generally cannot end before September 30, 2004.

                           When the subordination period ends, all remaining
                           subordinated units will convert into common units
                           on a one-for-one basis, and the common units will
              no longer be entitled to arrearages.

Early conversion of                                                             
subordinated units.........  If the financial tests in the partnership agreement
                             have been met for any quarter on or after September
                          30, 2003, 50% of subordinated units will convert
into common units.    

Issuance of additional                                                          
units......................  In general, during the subordination period we can 
                       issue up to 4,484,668 additional common units
                            without obtaining unitholder approval. We can also
                       issue an unlimited number of common units for
                    acquisitions which increase cash flow from
                   operations per unit on a pro forma basis.

Voting rights..............  The managing general partner will manage and       
                        operate Alliance Resource Partners. Unlike the
                            holders of common stock in a corporation, you will
                    have only limited voting rights on matters
                           affecting our business. You will have no right to
                            elect our managing general partner on an annual or
                      other continuing basis. The managing general
                           partner may not be removed except pursuant to the
                        vote of the holders of at least 66 2/3% of the
                         outstanding units, including units owned by the
                general partners and their affiliates.

Partnership termination....  Our existence will terminate on December 31, 2098, 
                         unless terminated sooner in accordance with the
             terms of our partnership agreement.

Quotation on Nasdaq                                                             
National Market............  The common units have been approved for quotation  
                        on the Nasdaq National Market under the symbol
"ARLP".               

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SUMMARY HISTORICAL AND PRO FORMA FINANCIAL AND OPERATING
DATA OF ALLIANCE RESOURCE PARTNERS

   The following table sets forth summary historical and pro forma financial
and operating data of Alliance Resource Partners for the periods and at the     
dates indicated. The results of operations for interim periods are not          
necessarily indicative of the results for a full year. This table is derived    
from, should be read in conjunction with, and is qualified in its entirety by   
reference to our historical and pro forma financial statements and the          
accompanying notes. The amounts in the table below, except for the per unit data
and the per ton information, are in millions.                                   

                                                        [Enlarge/Download Table]

                                                                           THREE MONTHS      PRO FORMA  
                                            YEAR ENDED       PRO FORMA         ENDED        THREE MONTHS
                                           DECEMBER 31,      YEAR ENDED      MARCH 31,         ENDED    
                                          ---------------   DECEMBER 31,  ---------------    MARCH 31,  
                                           1997     1998        1998       1998     1999        1999    
                                          ------   ------   ------------  ------   ------   ------------
                                                                                                        
STATEMENT OF OPERATIONS:                                                                                
Sales and operating revenues                                                                            
  Coal sales............................  $305.3   $357.4      $357.4     $ 87.2   $ 82.8      $ 82.8   
  Other sales and operating revenues....     8.5      4.5         4.5        1.1      0.3         0.3   
                                          ------   ------      ------     ------   ------      ------   
          Total revenues................   313.8    361.9       361.9       88.3     83.1        83.1   
                                          ------   ------      ------     ------   ------      ------   
Expenses                                                                                                
  Operating expenses....................   197.4    237.6       237.6       58.5     56.8        56.8   
  Outside purchases.....................    49.8     51.2        51.2       11.0      8.5         8.5   
  General and administrative............    15.4     15.3        15.3        4.2      3.6         3.6   
  Depreciation, depletion and                                                                           
     amortization.......................    33.7     39.8        39.8        9.9      9.9         9.9   
  Interest expense......................      --      0.2        19.2         --       --         4.8   
  Unusual item(1).......................      --      5.2         5.2         --       --          --   
                                          ------   ------      ------     ------   ------      ------   
          Total operating expenses......   296.3    349.3       368.3       83.6     78.8        83.6   
                                          ------   ------      ------     ------   ------      ------   
Income (loss) from operations...........    17.5     12.6        (6.4)       4.7      4.3        (0.5)  
Other income (expense)..................     0.5     (0.1)       (0.1)       0.1      0.5         0.5   
                                          ------   ------      ------     ------   ------      ------   
Income (loss) before income taxes.......    18.0     12.5        (6.5)       4.8      4.8          --   
Income tax expense (benefit)............     4.3      3.8          --        1.5      1.5          --   
                                          ------   ------      ------     ------   ------      ------   
Net income (loss)(2)....................  $ 13.7   $  8.7      $ (6.5)    $  3.3   $  3.3      $   --   
                                          ======   ======      ======     ======   ======      ======   
Pro forma net income (loss) per unit....                       $(0.42)                         $   --   
                                                               ======                          ======   
BALANCE SHEET DATA:                                                                                     
Working capital(3)......................  $ 10.3   $  7.1                 $ 19.5   $ 13.5      $ 60.5   
Total assets............................   245.8    261.1                  281.7    264.8       315.8   
Long-term debt..........................     1.9      1.7                    1.9      1.7       230.3   
Total liabilities.......................    87.0    108.3                  110.3    109.6       334.7   
Net parent investment...................   158.8    152.8                  171.4    155.2          --   
Pro forma partners' equity (deficit)....      --       --                     --       --       (18.9)  
OTHER OPERATING DATA:                                                                                   
Tons sold...............................    12.4     15.1        15.1        3.6      3.6         3.6   
Tons produced...........................    10.9     13.4        13.4        3.5      3.6         3.6   
Revenues per ton sold...................  $25.31   $23.97      $23.97     $24.53   $23.08      $23.08   
Cost per ton sold(4)....................  $21.18   $20.14      $20.14     $20.47   $19.14      $19.14   
OTHER FINANCIAL DATA:                                                                                   
EBITDA(5)...............................  $ 51.7   $ 52.5      $ 52.5     $ 14.7   $ 14.7      $ 14.7   
Net cash provided by operating                                                                          
  activities............................    53.2     50.5                    4.1      6.3               
Net cash used in investing activities...   (22.4)   (35.6)                 (13.3)    (5.4)              
Net cash provided by (used in) financing                                                                
  activities............................   (30.8)   (14.9)                   9.2     (0.9)              
Maintenance capital expenditures(6).....    15.2     17.2        17.2        4.8      5.0         5.0   
Expansion and other capital                                                                             
  expenditures(6).......................     7.2     18.6        18.6        8.5      0.7         0.7   
Total capital expenditures..............    22.4     35.8        35.8       13.3      5.7         5.7   
(footnotes on following page)                                                                           

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---------------                                                                 

(1) Represents the net loss incurred during the temporary closing of one of our 
mining complexes in the second half of 1998.                            

(2) In calculating pro forma net income (loss), we have not included interest   
   income that we would have received from the U.S. Treasury notes that we are
required to purchase with the proceeds of our term loan facility. The   
  interest cost associated with the term loan borrowings is reflected in our
pro forma adjustments. Had interest from the U.S. Treasury notes been   
  included, interest income of $2.6 million and $0.7 million would have been
 generated for the year ended December 31, 1998 and the three months ended
March 31, 1999, respectively.                                           

(3) Excludes accounts receivable from affiliates.                               

(4) Cost per ton sold is based on the total of operating expenses, outside      
purchases and general and administrative expenses divided by tons sold. 

(5) EBITDA is defined as income (loss) before interest expense, income taxes and
 depreciation, depletion and amortization. EBITDA has not been adjusted to
    add back unusual items. EBITDA should not be considered as an alternative to
net income, income (loss) before income taxes, cash flows from operating
activities or any other measure of financial performance presented in   
accordance with generally accepted accounting principles. EBITDA is not 
  intended to represent cash flow and does not represent the measure of cash
available for distribution, but provides additional information for     
evaluating our ability to make the minimum quarterly distribution.      

(6) Maintenance capital expenditures shown in this table reflect our historical 
designation of maintenance capital expenditures. Under the partnership  
agreement, certain of the expenditures shown under expansion and other  
 capital expenditures will be treated as maintenance capital expenditures.
    For the definition of maintenance capital expenditures and expansion capital
expenditures under the partnership agreement, see "Cash Distribution    
Policy -- Maintenance and Expansion Capital Expenditures."              

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SUMMARY OF RISK FACTORS 

RISKS INHERENT IN AN INVESTMENT IN ALLIANCE RESOURCE PARTNERS                   

 - You will have limited voting rights and will not control our managing
general partner.                                                  

- Purchasers of common units will experience immediate and substantial
dilution.                                                         

   - We may issue additional common units without your approval, which would
dilute existing unitholders' interests.                           

- Issuance of additional common units, including upon conversion of   
subordinated units or exercise of the underwriters' over-allotment
   option, will increase the risk that we will be unable to pay the full
minimum quarterly distribution on all common units.               

  - Cost reimbursements due to our general partners may be substantial and
would reduce our cash available for distribution.                 

  - Our managing general partner has a limited call right that may require
you to sell your units at an undesirable time or price.           

- You may not have limited liability in some circumstances.           

RISKS INHERENT IN OUR BUSINESS                                                  

    - Competition within the coal industry may adversely affect our ability to
 sell coal, and excess production capacity in the industry could put
downward pressure on coal prices.                                 

 - We expect most newly constructed power plants to be fueled by natural
       gas. Any change in consumption patterns by utilities away from the use of
coal could affect our ability to sell the coal we produce.        

     - Current conditions in the coal industry may make it more difficult for us
  to extend existing or enter into new long-term contracts. This could
affect the stability and profitability of our operations.         

- Some of our long-term contracts allow for the purchase price to be  
       renegotiated at periodic intervals and, in some instances, if a new price
cannot be agreed upon, the termination of the contract.           

     - Some of our long-term contracts contain provisions allowing our customers
to suspend or terminate purchases under some circumstances.       

- Some of our long-term contracts require us to supply all of our     
       customers' coal needs. If these customers' coal requirements decline, our
revenues under these contracts will also drop.                    

  - A substantial portion of our coal has a high-sulfur content. This coal
    may become more difficult to sell because the Clean Air Act limits the
ability of electric utilities to burn high-sulfur coal.           

   - We depend on a few customers for a significant portion of our revenues,
and the loss of one or more significant customers could affect our
ability to sell coal.                                             

- Litigation relating to disputes with our customers may result in    
substantial costs, liabilities and loss of revenues.              

  - We are currently involved in litigation with respect to our Mt. Vernon
transfer facility, the outcome of which is uncertain.             

 - A loss of the benefit from state tax credits may affect adversely our
ability to pay the minimum quarterly distribution.                

     - Coal mining is subject to inherent risks that are beyond our control, and
   we cannot assure you that these risks will be fully covered under our
insurance policies.                                               

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  - We depend on third party service providers to produce a portion of our
      coal. If these providers' services were no longer available, our ability
to produce and sell coal would be adversely affected.             

  - Although none of our employees are members of unions, we cannot assure
you that our work force will remain union-free in the future.     

    - Any significant increase in transportation costs for our coal may impair
our ability to sell coal.                                         

- Any interruption of service by the shippers which transport our coal
could adversely affect our results of operations.                 

    - We may not be able to grow successfully through future acquisitions, and
   we may not be able to effectively integrate the various businesses or
properties we do acquire.                                         

  - Our business may be adversely affected if we are unable to replace our
coal reserves.                                                    

  - The estimates of our reserves may prove inaccurate, and you should not
place undue reliance on these estimates.                          

- Cash distributions are not guaranteed and may fluctuate with our    
performance and the establishment of financial reserves.          

  - Our managing general partner's discretion in establishing reserves may
negatively impact your receipt of cash distributions.             

   - Our indebtedness may limit our ability to borrow additional funds, make
   distributions to unitholders or capitalize on business opportunities.

    - We are required to place and maintain bonds to secure our obligations to
   return mined property to its original condition. The failure to do so
could result in fines and the loss of our mining permits.         

  - Our operations could be adversely affected by data processing failures
      after December 31, 1999. Failures could occur in our own systems as well
as the systems of our customers or suppliers.                     

REGULATORY RISKS                                                                

- We are subject to federal, state and local regulation on numerous   
     matters. These regulations increase our costs of doing business and may
discourage customers from buying our coal.                        

  - We have black lung benefits and workers' compensation obligations that
could increase if new legislation is enacted.                     

     - The Clean Air Act affects our customers and could significantly influence
their purchasing decisions.                                       

- The passage of legislation responsive to the Framework Convention on
     Global Climate Change could result in a reduced use of coal by electric
power generators. This reduction in use could adversely affect our
revenues and results of operations.                               

- We are subject to the Clean Water Act, which imposes limitations and
      monitoring and reporting obligations on our discharge of pollutants into
water.                                                            

     - We are subject to reclamation, mine closure and real property restoration
  regulations and must accrue for the estimated cost of complying with
these regulations.                                                

  - We could incur significant costs under federal and state Superfund and
waste management statutes.                                        

    - We may not be able to obtain consents to the transfer of some mining and
environmental permits prior to closing of the offering.           

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TAX RISKS TO COMMON UNITHOLDERS                                                 

     - The IRS could treat us as a corporation, which would substantially reduce
the cash available for distribution to unitholders.               

  - We have not requested an IRS ruling with respect to our tax treatment.

     - You may be required to pay taxes on income from us even if you receive no
cash distributions.                                               

   - Tax gain or loss on disposition of common units could be different than
expected.                                                         

- Investors, other than individuals who are U.S. residents, may have  
adverse tax consequences from owning units.                       

   - We will register as a tax shelter. This may increase the risk of an IRS
audit of Alliance Resource Partners or a unitholder.              

- We treat a purchaser of units as having the same tax benefits as the
       seller; the IRS may challenge this treatment which could adversely affect
the value of the units.                                           

 - You will likely be subject to state and local taxes as a result of an
investment in units.                                              

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THE TRANSACTIONS

Concurrently with the closing of the offering of the common units, the
special general partner will:                                                   

   - issue $180 million principal amount of 8.31% senior notes due 2014 in a
private placement to institutional investors;                     

   - enter into a senior credit facility of up to $100 million consisting of
      three tranches: a term loan facility of up to $50 million, a $25 million
   working capital facility and a $25 million revolving credit facility.

The intermediate partnership will assume the special general partner's
obligations under the senior notes and the credit facilities. At closing, the   
special general partner will borrow $48.6 million under the term loan facility. 
We do not anticipate that any amounts will be drawn at closing under the working
capital facility or the revolving credit facility. The offering of the common   
units is conditioned upon the issuance of the senior notes and the borrowings   
under the term loan facility.                                                   

  The following table sets forth an estimated breakdown of the sources and
uses of these transactions:                                                     

                                                                [Download Table]

                                                                 AMOUNTS   
                                                              -------------
                                                              (IN MILLIONS)
                                                                           
Sources of Funds:                                                          
  Common units offering(1)..................................     $167.9    
  Senior notes private placement............................      180.0    
  Term loan.................................................       48.6    
  Sale of managing general partner interest.................        6.3    
                                                                 ------    
                                                                 $402.8    
                                                                 ======    
Uses of Funds:                                                             
  Amounts retained by the special general partner...........     $228.6    
  Distribution to the special general partner(2)............       81.1    
  Purchase of U.S. Treasury Notes...........................       48.6    
  Payment of expenses.......................................        8.0    
  Working capital and general corporate purposes............       36.5    
                                                                 ------    
                                                                 $402.8    
                                                                 ======    

---------------                                                                 

(1) After deducting underwriting discounts and commissions, but before deducting
our other transaction expenses.                                         

(2) Represents a reimbursement of the special general partner for capital       
expenditures.                                                           

All of the amounts distributed to or retained by the special general  
partner will be distributed to Alliance Resource Holdings. We will use one-half 
of the net proceeds from any exercise of the underwriters' over-allotment option
to redeem an amount of subordinated units from our special general partner equal
to one-half of the number of common units issued upon exercise of that option.  
We will use the balance of the net proceeds from any exercise of the            
underwriters' over-allotment option to fund future capital expenditures and for 
working capital and other general corporate purposes.                           

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SUMMARY OF CONFLICTS OF INTEREST AND FIDUCIARY RESPONSIBILITIES 

    Alliance Resource Management GP, our managing general partner, has a legal
duty to manage us in a manner beneficial to our unitholders. This legal duty    
originates in statutes and judicial decisions and is commonly referred to as a  
"fiduciary" duty. However, because Alliance Resource Management GP is owned by  
management and funds affiliated with The Beacon Group, its officers and         
directors have fiduciary duties to manage its business in a manner beneficial to
those parties. As a result of this relationship, conflicts of interest may arise
in the future between Alliance Resource Partners and our unitholders, on the one
hand, and the managing general partner and its affiliates, on the other hand.   

 The following situations, among others, could give rise to conflicts of
interest:                                                                       

  - our managing general partner determines the amount and timing of asset
 purchases and sales, capital expenditures, borrowings, issuances of
 additional securities, and reserves, which can affect the amount of
distributions to unitholders;                                     

 - our managing general partner may take actions that have the effect of
       enabling it or its affiliates to receive distributions on their own units
  or incentive distribution rights, or hastening the expiration of the
     subordination period or the conversion of their subordinated units into
common units; and                                                 

  - some of the officers of our managing general partner, who will provide
     services to us, are also officers of Alliance Resource Holdings and may
       devote time to the businesses of Alliance Resource Holdings. Accordingly,
competition for their services may arise.                         

    Our managing general partner is permitted to resolve conflicts of interest
by considering the interests of all the parties involved. Therefore, our        
managing general partner can consider the interests of its affiliates, including
Alliance Resource Holdings, if a conflict of interest arises.                   

     Our managing general partner will have a conflicts committee, consisting of
at least two independent members of its board of directors, that will be        
available to review matters involving conflicts of interest.                    

  Our partnership agreement limits the liability and reduces the fiduciary
duties of our managing general partner to the unitholders. Our partnership      
agreement also restricts the remedies available to unitholders for actions that 
might otherwise constitute breaches of our managing general partner's fiduciary 
duty. By purchasing a common unit, you are treated as having consented to       
various actions contemplated in the partnership agreement and conflicts of      
interest that might otherwise be considered a breach of fiduciary or other      
duties under applicable state law.                                              

Alliance Resource Holdings will agree, and will cause its controlled  
affiliates to agree, for so long as management and funds affiliated with The    
Beacon Group control the managing general partner, not to engage in the business
of mining, marketing or transporting coal in the United States unless it first  
offers us the opportunity to engage in this activity or acquire this business,  
and the board of directors of the managing general partner, with the concurrence
of its conflicts committee, elects to cause us not to pursue the opportunity or 
acquisition. The restriction will not apply to the assets and businesses        
retained by Alliance Resource Holdings at the closing of the offering of common 
units. See "Certain Relationships and Related Transactions." Except as provided 
in the preceding sentence, Alliance Resource Holdings and its controlled        
affiliates will not be prohibited from engaging in activities in which they     
compete directly with us. In addition, The Beacon Group, and the funds it       
manages, will not be prohibited from owning or engaging in businesses which     
compete with us.                                                                

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DISTRIBUTIONS AND PAYMENTS TO THE GENERAL PARTNERS AND THEIR AFFILIATES 

     The following table summarizes the distributions and payments to be made by
us to our general partners and their affiliates in connection with the          
formation, the ongoing operation and the liquidation of Alliance Resource       
Partners. These distributions and payments were determined by and among         
affiliated entities and, consequently, are not the result of arm's length       
negotiations.                                                                   

FORMATION STAGE 

The consideration received                                                      
by our                                                                          
general partners for the                                                    
transfer of their                                                           
interests in                                                                
the subsidiaries and a                                                      
capital                                                                     
contribution.............  - 6,413,075 subordinated units;                  

                       - an aggregate 2% general partner interest in
                          Alliance Resource Partners, the intermediate
                           partnership and the operating subsidiary on a
combined basis;   

              - the incentive distribution rights;

                     - $309.7 million of the net proceeds of the
                       offering of the common units, the private
                              placement of the senior notes and the borrowings
                        under the term loan facility. All of these
                         proceeds will be distributed by the special
                              general partner to its parent, Alliance Resource
                              Holdings, which is owned by management and funds
                             managed by The Beacon Group and its affiliates.
                            In addition, one-half of the net proceeds from
                              any exercise of the underwriters' over-allotment
                        option will be used to redeem an amount of
                         subordinated units from the special general
                               partner equal to one-half of the number of common
                            units issued upon exercise of that option; and

                             - assumption by our intermediate partnership of the
                             special general partner's obligations under the
                          senior notes and the senior credit facility.

OPERATIONAL STAGE 

Distributions of available                                                      
cash to our general                                                             
partners.................  Cash distributions will generally be made 98% to 
                           the unitholders, including to the special general
                             partner as holder of the subordinated units, and 2%
                  to the general partners. In addition, if
                     distributions exceed the target levels, our
                      managing general partner will be entitled to
                            increasing percentages of the distributions, up to
                           48% of the distributions above the highest target
level.                

                           Assuming we have sufficient available cash to pay
                           the full minimum quarterly distribution on all of
                      our outstanding units for four quarters, our
                         general partners would receive distributions of
                       approximately $0.6 million on the combined 2%
                          general partner interest and the special general
                 partner would receive a distribution of
                         approximately $12.8 million on the subordinated
units.                

Payments to our managing                                                        
general partner and                                                         
its affiliates...........  Our managing general partner and its affiliates  
                      will not receive any management fee or other
                     compensation for the management of Alliance
                             Resource Partners. Our managing general partner and
                             its affiliates will be reimbursed, however, for all
direct and indirect   
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                          expenses incurred on behalf of Alliance Resource
                     Partners. On a pro forma basis for 1998, we
                             estimate that expense reimbursement to the managing
                            general partner and its affiliates would have been
     approximately $2.6 million.

Withdrawal or removal of                                                        
our general partners.......  If either general partner withdraws or is removed, 
                          its general partner interest and, in the case of
                     the managing general partner, its incentive
                             distribution rights, will either be sold to the new
                           general partner for cash or converted into common
                             units, in each case for an amount equal to the fair
                   market value of those interests. See "The
                           Partnership Agreement -- Withdrawal or Removal of
the General Partners."

LIQUIDATION STAGE 

Liquidation................  Upon the liquidation of Alliance Resource Partners,
                            the partners, including our general partners, will
                          be entitled to receive liquidating distributions
                       according to their particular capital account
balances.             

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SUMMARY OF TAX CONSIDERATIONS 

We have included below a summary of the primary tax considerations    
associated with the ownership of common units. For a discussion of all of the   
material tax considerations associated with the ownership of common units,      
please see the discussion included under "Tax Considerations" which appears     
later in this prospectus.                                                       

WE WILL BE CLASSIFIED AS A PARTNERSHIP FOR TAX PURPOSES                         

In the opinion of Andrews & Kurth L.L.P., our tax counsel, we are     
classified for federal income tax purposes as a partnership. Accordingly, we    
will pay no federal income taxes, and you will be required to report on your    
federal income tax return your share of our income, gains, losses and deductions
without regard to distributions. An opinion of Andrews & Kurth L.L.P. is        
included as an exhibit to the registration statement of which this prospectus is
a part.                                                                         

ALLOCATIONS AND DISTRIBUTIONS ARE BASED ON YOUR PERCENTAGE INTEREST IN US       

   In general, our income and loss will be allocated to the general partners
and the unitholders for each taxable year according to their particular         
percentage interests in Alliance Resource Partners. You will be required to take
into account, in determining your federal income tax liability, your share of   
our taxable income for each of our taxable years ending with or within your     
taxable year, even if cash distributions are not made to you. As a consequence, 
your share of our taxable income, and possibly the income tax payable for that  
income, may exceed the cash distributed to you.                                 

THE RATIO OF TAXABLE INCOME TO DISTRIBUTIONS WILL BE LESS THAN 30 PERCENT       

 We estimate that if you purchase common units in this offering and hold
them through December 31, 2002, you will be allocated an amount of federal      
taxable income for that period which is less than 30% of the cash distributed   
for that period. We anticipate that for taxable years beginning after December  
31, 2002, the taxable income allocable to you will constitute a significantly   
higher percentage of cash distributed to you. However, we cannot assure you that
these estimates will be correct.                                                

LOSSES ARE ONLY AVAILABLE TO OFFSET OUR FUTURE INCOME                           

In the case of taxpayers subject to the passive loss rules, generally 
individuals and closely held corporations, our losses will only be available to 
offset our future income and cannot be used to offset income from other         
activities, including passive activities or investments, salary or other active 
business income. Any losses unused by virtue of these rules can be deducted when
you dispose of all of your units in a fully taxable transaction with an         
unrelated party.                                                                

WE INTEND TO MAKE AN ELECTION TO PERMIT US TO ADJUST A PURCHASER'S TAX BASIS IN 
OUR ASSETS TO REFLECT THE PURCHASE PRICE OF A PURCHASER'S COMMON UNITS          

    We intend to make the election provided for by Section 754 of the Internal
Revenue Code. This election will generally permit us to adjust a common unit    
purchaser's tax basis in our assets to reflect the purchase price of his or her 
common units and will generally give the purchaser income and deductions        
calculated by reference to the portion of his or her purchase price attributable
to each of our assets. This election does not apply to a person who purchases   
common units directly from us.                                                  

DISPOSITION OF COMMON UNITS WILL RESULT IN GAIN OR LOSS                         

    If you sell your common units you will recognize gain or loss equal to the
difference between the amount realized and your adjusted basis in those common  
units. Thus, our distributions to you in excess of your share of our income     
will, in effect, become taxable income if you sell your units at a price greater
than your adjusted tax basis, even if the price is less than your original cost.

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OWNERSHIP OF COMMON UNITS BY TAX-EXEMPT ORGANIZATIONS AND OTHER INVESTORS RAISES
TAX ISSUES                                                                      

  An investment in units by tax-exempt organizations, including individual
retirement accounts and other retirement plans, regulated investment companies  
and foreign persons raises issues unique to them. Virtually all of our income   
allocated to a unitholder which is a tax-exempt organization will be unrelated  
business taxable income and will be taxable to the unitholder. Furthermore, no  
significant amount of our gross income will be qualifying income for purposes of
determining whether a unitholder will qualify as a regulated investment company.
A unitholder who is a nonresident alien, foreign corporation or other foreign   
person will be subject to withholding on his or her distributions and will be   
required to file federal income tax returns and pay tax on his or her share of  
our taxable income.                                                             

WE WILL REGISTER AS A TAX SHELTER WITH THE IRS                                  

We have applied to register as a tax shelter with the Secretary of the
Treasury. Please see the discussion appearing under the caption "Tax            
Considerations -- Administrative Matters; Registration as a Tax Shelter" for a  
more complete discussion of the consequences of this registration.              

     THE ISSUANCE OF A REGISTRATION NUMBER BY THE SECRETARY OF THE TREASURY DOES
NOT INDICATE THAT AN INVESTMENT IN ALLIANCE RESOURCE PARTNERS OR THE CLAIMED TAX
BENEFITS HAVE BEEN REVIEWED, EXAMINED OR APPROVED BY THE IRS.                   

OTHER TAX CONSIDERATIONS                                                        

  In addition to federal income taxes, you will likely be subject to other
taxes, including state and local income taxes, unincorporated business taxes and
estate, inheritance or intangible taxes that may be imposed by the various      
jurisdictions in which you reside and in which we do business or own property.  
You will likely be required to file state income tax returns and to pay taxes in
various states. You may also be subject to penalties for failure to comply with 
these requirements.                                                             

The tax consequences of an investment in Alliance Resource Partners,  
including federal income tax consequences, will depend in part on your own tax  
circumstance. You should consult your own tax advisor to determine whether      
specific personal tax consequences apply to you, as well as about the state,    
local and foreign tax consequences of an investment in common units.            

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RISK FACTORS

    Limited partner interests are inherently different from capital stock of a
corporation, although many of the business risks to which we are subject are    
similar to those that would be faced by a corporation engaged in a similar      
business. You should carefully consider the following risk factors together with
all of the other information included in this prospectus in evaluating an       
investment in the common units.                                                 

If any of the following risks were actually to occur, our business,   
financial condition or results of operations could be materially adversely      
affected. In that case, the trading price of our common units could decline and 
you may lose all or part of your investment.                                    

RISKS INHERENT IN AN INVESTMENT IN ALLIANCE RESOURCE PARTNERS                   

YOU WILL HAVE LIMITED VOTING RIGHTS AND WILL NOT CONTROL OUR MANAGING 
GENERAL PARTNER.                                                                

The managing general partner will manage and operate Alliance Resource
Partners. Unlike the holders of common stock in a corporation, you will have    
only limited voting rights on matters affecting our business. You will have no  
right to elect our managing general partner on an annual or other continuing    
basis. Holders of units cannot remove the managing general partner without the  
vote of the holders of at least 66 2/3% of the outstanding units, including     
units owned by the general partners and their affiliates. The ownership of an   
aggregate of 41.7%, or 35.8% upon exercise of the underwriters' over-allotment  
option in full, of the outstanding units by the special general partner gives it
the practical ability to prevent the removal of the managing general partner.   

  In addition, the partnership agreement contains provisions that may have
the effect of discouraging a person or group from attempting to remove our      
managing general partner or otherwise changing the management of Alliance       
Resource Partners. These provisions may diminish the price at which the common  
units will trade under some circumstances. The partnership agreement also       
contains provisions limiting the ability of unitholders to call meetings or to  
acquire information about our operations, as well as other provisions limiting  
the unitholders' ability to influence the manner or direction of management. All
matters, other than removal of a general partner, requiring the approval of the 
unitholders during the subordination period must first be proposed by our       
managing general partner. See "The Partnership Agreement -- Withdrawal or       
Removal of the General Partners" and "-- Change of Management Provisions."      

PURCHASERS OF COMMON UNITS WILL EXPERIENCE IMMEDIATE AND SUBSTANTIAL  
DILUTION.                                                                       

  The assumed initial public offering price of $20.00 per unit exceeds pro
forma negative tangible book value of $(1.21) per unit. You will incur immediate
and substantial dilution of $21.21 per common unit. See "Dilution."             

 WE MAY ISSUE ADDITIONAL COMMON UNITS WITHOUT YOUR APPROVAL, WHICH WOULD
DILUTE EXISTING UNITHOLDERS' INTERESTS.                                         

    During the subordination period, our managing general partner, without the
approval of the unitholders, may cause us to issue common units in a number of  
circumstances.                                                                  

     After the end of the subordination period, we may issue an unlimited number
of limited partner interests of any type without the approval of the            
unitholders. Based on the circumstances of each case, the issuance of additional
common units or securities ranking senior to or on a parity with the common     
units may dilute the value of the interests of the then-existing holders of     
common units in the net assets of Alliance Resource Partners, dilute the        
interests of unitholders in distributions by Alliance Resource Partners and, if 
issued during the subordination period, reduce the support provided by the      
subordination feature of the subordinated units. Our partnership agreement does 
not give the unitholders the right to approve our issuance of equity securities 
ranking junior to the common units at any time.                                 

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ISSUANCE OF ADDITIONAL COMMON UNITS, INCLUDING UPON CONVERSION OF     
SUBORDINATED UNITS OR EXERCISE OF THE UNDERWRITERS' OVER-ALLOTMENT OPTION, WILL 
INCREASE THE RISK THAT WE WILL BE UNABLE TO PAY THE FULL MINIMUM QUARTERLY      
DISTRIBUTION ON ALL COMMON UNITS.                                               

Our ability to pay the full minimum quarterly distribution on all the 
common units may be reduced by any increase in the number of outstanding common 
units. Additional common units would be issued as a result of:                  

- the conversion of subordinated units;                               

- the exercise of the underwriters' over-allotment option;            

  - upon the conversion of the general partner interests and the incentive
distribution rights as a result of the withdrawal of our general  
partners; or                                                      

- other future issuances of common units.                             

    Any of these actions will increase the percentage of the aggregate minimum
quarterly distribution payable to the common unitholders and decrease the       
percentage of the aggregate minimum quarterly distribution payable to the       
subordinated unitholders, which will in turn have the effect of:                

   - reducing the amount of support provided by the subordination feature of
the subordinated units; and                                       

   - increasing the risk that we will be unable to pay the minimum quarterly
distribution in full on all the common units.                     

COST REIMBURSEMENTS DUE TO OUR GENERAL PARTNERS MAY BE SUBSTANTIAL AND
WOULD REDUCE OUR CASH AVAILABLE FOR DISTRIBUTION.                               

     Prior to making any distribution on the common units, we will reimburse the
general partners and their affiliates, including officers and directors of the  
general partners, for all expenses incurred on our behalf. The reimbursement of 
expenses and the payment of fees could adversely affect our ability to make     
distributions. The managing general partner has sole discretion to determine the
amount of these expenses. In addition, our general partners and their affiliates
may provide us services for which we will be charged reasonable fees as         
determined by the managing general partner.                                     

    OUR MANAGING GENERAL PARTNER HAS A LIMITED CALL RIGHT THAT MAY REQUIRE YOU
TO SELL YOUR UNITS AT AN UNDESIRABLE TIME OR PRICE.                             

    If our general partners and their affiliates own 80% or more of the common
units, the managing general partner will have the right, which it may assign to 
any of its affiliates, to acquire all, but not less than all, of the remaining  
common units held by unaffiliated persons at a price generally equal to the     
then-current market price of the common units. As a result, you may be required 
to sell your common units at a time when you may not desire to sell them or at a
price that is less than the price you would like to receive. You may also incur 
a tax liability upon a sale of your units. See "The Partnership Agreement --    
Limited Call Right."                                                            

YOU MAY NOT HAVE LIMITED LIABILITY IN SOME CIRCUMSTANCES.             

  The limitations on the liability of holders of limited partner interests
for the obligations of a limited partnership have not been clearly established  
in some states. You could be held liable in some circumstances for Alliance     
Resource Partners' obligations to the same extent as a general partner if a     
state or a court determined that:                                               

- Alliance Resource Partners had been conducting business in any state
    without compliance with the applicable limited partnership statute; or

   - the right or the exercise of the right by the unitholders as a group to
remove or replace our managing general partner, to approve some   
       amendments to the partnership agreement or to take other action under the
 partnership agreement constituted participation in the "control" of
Alliance Resource Partners' business.                             

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In addition, under some circumstances a unitholder may be liable to Alliance    
Resource Partners for the amount of a distribution for a period of three years  
from the date of the distribution. See "The Partnership Agreement -- Limited    
Liability" for a discussion of the implications of the limitations on liability 
to a unitholder.                                                                

RISKS INHERENT IN OUR BUSINESS                                                  

  COMPETITION WITHIN THE COAL INDUSTRY MAY ADVERSELY AFFECT OUR ABILITY TO
SELL COAL, AND EXCESS PRODUCTION CAPACITY IN THE INDUSTRY COULD PUT DOWNWARD    
PRESSURE ON COAL PRICES.                                                        

We compete with other large coal producers and hundreds of small coal 
producers in various regions of the United States for domestic sales. The       
industry has undergone significant consolidation since 1988, with the top ten   
producers increasing their share of total domestic coal production during that  
period from 37% to 61%. This consolidation has led to several competitors having
significantly larger financial and operating resources than we do. In addition, 
we compete to some extent with western surface coal mining operations that have 
a much lower cost of production and produce lower sulfur coal. Over the last 20 
years, growth in production from western coal mines has substantially exceeded  
growth in production from the east. The development of these western coal mines,
as well as the implementation of more efficient mining techniques throughout the
industry, has created excess production capacity in the industry, resulting in  
downward pressure on prices. Declining prices would reduce our revenues and     
would adversely affect our ability to make distributions to unitholders.        

In addition, recent adverse economic developments in Asia have reduced
demand for coal in that region. In addition to reducing demand for U.S. export  
coals, this reduced demand has caused foreign producers who previously supplied 
coal to Asia to bid for contracts in the U.S. This could cause competition in   
the U.S. to intensify, potentially resulting in additional downward pressure on 
prices.                                                                         

    WE EXPECT MOST NEWLY CONSTRUCTED POWER PLANTS TO BE FUELED BY NATURAL GAS.
ANY CHANGE IN CONSUMPTION PATTERNS BY UTILITIES AWAY FROM THE USE OF COAL COULD 
AFFECT OUR ABILITY TO SELL THE COAL WE PRODUCE.                                 

     We expect most new power plants built in the future to be units which would
produce electricity during peak periods of demand for the applicable utility.   
These new power plants would be fueled by natural gas because of the cheaper    
construction costs compared to coal-fired plants and because natural gas is a   
cleaner burning fuel. The demand for natural gas is expected to increase at a   
faster rate than the demand for coal. In addition, the dramatic decline in oil  
prices in 1998 and early 1999 caused some utilities with power plants that have 
the capability to burn oil to switch at least temporarily from coal to oil.     
While the price of oil has recently increased, any subsequent declines could    
again cause utilities to switch from coal to oil to fuel their power plants.    

  The domestic electric utility industry accounts for approximately 90% of
domestic coal consumption. The amount of coal consumed by the domestic electric 
utility industry is affected primarily by the overall demand for electricity,   
the price and availability of competing fuels for power plants such as nuclear, 
natural gas and fuel oil as well as hydroelectric power, and environmental and  
other governmental regulations. Growth in demand for electricity over the past  
20 years has averaged 1.9% per year nationally. Over the same period, demand for
coal has grown an average of 2.6% per year nationally.                          

   CURRENT CONDITIONS IN THE COAL INDUSTRY MAY MAKE IT MORE DIFFICULT FOR US
TO EXTEND EXISTING OR ENTER INTO NEW LONG-TERM CONTRACTS. THIS COULD AFFECT THE 
STABILITY AND PROFITABILITY OF OUR OPERATIONS.                                  

A substantial decrease in the amount of coal sold by us pursuant to   
long-term contracts would reduce the certainty of the price and amounts of coal 
sold by us and subject our revenue stream to increased volatility. If that were 
to happen, changes in spot market coal prices would have a greater impact on our
results, and any decreases in the spot market price for coal could adversely    
affect our profitability. In 1998, we sold approximately 75% of our sales       
tonnage under contracts having a term greater than one year. We refer to these  
contracts as "long-term contracts". Long-term sales contracts have historically 
provided a relatively secure market for the amount of production committed under
the terms of the contract. Current                                              

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industry conditions, however, may make it more difficult for us to enter into   
long-term contracts with our electric utility customers in the future. As the   
electric utilities prepare themselves for compliance with the Phase II          
requirements of the Clean Air Act and the impending deregulation of their       
industry, they may become less willing to lock in price or quantity commitments 
for an extended period of time, choosing instead to purchase higher percentages 
of coal on the spot market. Accordingly, we cannot assure you that we will      
continue to be able to obtain long-term sales contracts with reliable customers 
as existing contracts expire.                                                   

SOME OF OUR LONG-TERM CONTRACTS ALLOW FOR THE PURCHASE PRICE TO BE    
RENEGOTIATED AT PERIODIC INTERVALS AND, IN SOME INSTANCES, IF A NEW PRICE CANNOT
BE AGREED UPON, THE TERMINATION OF THE CONTRACT.                                

Some of our long-term contracts contain provisions which allow for the
purchase price to be renegotiated at periodic intervals. These price reopener   
provisions may automatically set a new price based on the prevailing market     
price, or in some instances, require the parties to the contract to agree on a  
new price. Any adjustment or renegotiation leading to a significantly lower     
contract price could adversely affect our operating profit margins. Accordingly,
long-term contracts may provide only limited protection during adverse market   
conditions. In some circumstances, failure of the parties to agree on a price   
under a reopener can also lead to early termination of a contract.              

   SOME OF OUR LONG-TERM CONTRACTS CONTAIN PROVISIONS ALLOWING OUR CUSTOMERS
TO SUSPEND OR TERMINATE PURCHASES UNDER SOME CIRCUMSTANCES.                     

 Some of our long-term contracts also contain provisions which allow the
customer to suspend or terminate performance under the contract upon the        
occurrence or continuation of some specified events. These events are called    
"force majeure" events. Some of these events which are specific to the coal     
industry include:                                                               

- our inability to deliver the volumes or qualities of coal specified;

    - changes in the Clean Air Act rendering use of our coal inconsistent with
the purchaser's pollution control strategies; and                 

  - the occurrence of events beyond the reasonable control of the affected
     party, including labor disputes, mechanical malfunctions and changes in
government regulations.                                           

    SOME OF OUR LONG-TERM CONTRACTS REQUIRE US TO SUPPLY ALL OF OUR CUSTOMERS'
COAL NEEDS. IF THESE CUSTOMERS' COAL REQUIREMENTS DECLINE, OUR REVENUES UNDER   
THESE CONTRACTS WILL ALSO DROP.                                                 

If our customers who have requirements contracts need less coal in the
future, we could be affected adversely to the extent that we cannot find        
alternative customers at the same price and volume levels. Requirements         
contracts are contracts that obligate us to supply all of our customers' coal   
needs. In addition, one of our requirements contracts is an "above-market"      
contract with James River Cogeneration Company. James River Cogeneration's      
purchases under this contract have declined from approximately 324,000 tons in  
1997 to approximately 126,000 tons in 1998 and 54,851 tons in the first six     
months of 1999. We cannot assure you that James River Cogeneration will not     
further reduce its purchases or cease purchasing altogether. See                
"Business -- Coal Contracts."                                                   

    A SUBSTANTIAL PORTION OF OUR COAL HAS A HIGH-SULFUR CONTENT. THIS COAL MAY
BECOME MORE DIFFICULT TO SELL BECAUSE THE CLEAN AIR ACT LIMITS THE ABILITY OF   
ELECTRIC UTILITIES TO BURN HIGH-SULFUR COAL.                                    

    The Clean Air Act limits the amount of sulfur dioxide (SO(2)) emitted from
coal-fired power plants, which has affected demand and prices for our           
high-sulfur coal. Accordingly, the ability of our utility customers to burn     
high-sulfur coal may be limited unless they:                                    

   - have already installed or will install costly pollution control devices
such as scrubbers;                                                

- purchase and use emission allowances; or                            

- blend high-sulfur coal with low-sulfur coal.                        

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In 1998, 59% of our production was high-sulfur coal. Our ability to   
continue to sell high-sulfur coal will be dependent on our ability to enter into
new contracts with electric utility companies that are able to burn high-sulfur 
coal. If our utility customers, or potential utility customers in our market    
areas, choose not to purchase our high-sulfur coal, we may be unable to find    
other buyers for this coal at our current price and volume levels.              

     WE DEPEND ON A FEW CUSTOMERS FOR A SIGNIFICANT PORTION OF OUR REVENUES, AND
THE LOSS OF ONE OR MORE SIGNIFICANT CUSTOMERS COULD AFFECT OUR ABILITY TO SELL  
COAL.                                                                           

   During 1998, we derived approximately 51% of our total revenues from coal
sales to our three largest customers, Seminole Electric Cooperative (19%),      
Virginia Electric Power Company (16%) and Tennessee Valley Authority (16%). We  
currently have six contracts with these customers with expiration dates ranging 
from 2000 to 2010. If we were to lose any of these customers or if they were to 
change the amounts of coal purchased or the terms, including pricing terms, on  
which they buy coal from us, it could have a material adverse effect on our     
business, financial condition and results of operations. As discussed below, we 
are engaged in litigation with Seminole Electric Cooperative on a matter        
unrelated to the coal supply contract.                                          

LITIGATION RELATING TO DISPUTES WITH OUR CUSTOMERS MAY RESULT IN      
SUBSTANTIAL COSTS, LIABILITIES AND LOSS OF REVENUES.                            

   From time to time we have disputes with our customers over the provisions
of long-term coal supply contracts relating to, among other things, coal        
quality, pricing, quantity and the existence of specified conditions beyond our 
control which suspend performance obligations under the particular contract. We 
cannot assure you that disputes will not occur in the future or that we will be 
able to resolve those disputes in a satisfactory manner.                        

WE ARE CURRENTLY INVOLVED IN LITIGATION WITH RESPECT TO OUR MT. VERNON
TRANSFER FACILITY, THE OUTCOME OF WHICH IS UNCERTAIN.                           

    We are currently involved in litigation with Seminole Electric Cooperative
with respect to a long-term contract for the annual transfer of 2.7 million tons
of coal from rail to barge through our Mt. Vernon, Indiana terminal. Seminole   
has filed suit in Indiana state court to terminate this contract and is seeking 
a declaratory judgment as to the amount of damages it owes us in connection with
the termination of the contract.                                                

We cannot assure you that the damages determined by the court will be 
sufficient to offset the loss of income from the contract. In addition, without 
the volumes provided by the Seminole contract, we may be forced to cease        
operating the Mt. Vernon terminal as a coal terminal. Accordingly, we are       
currently exploring our options with respect to this terminal, including        
shipping alternative products through the terminal or selling it.               

 In response to Seminole's actions, we have ceased transporting any coal
shipped to Seminole through the Mt. Vernon terminal. We now transport all of the
coal we deliver to Seminole by rail. The dispute with Seminole regarding the    
terminal has not otherwise affected deliveries under our long-term coal supply  
contract with them. We cannot assure you that Seminole will not seek to         
terminate or renegotiate the coal supply contract. If the contract were         
terminated, we could be affected adversely to the extent we could not find      
alternative customers at the same price and volume levels. For more information 
concerning our dispute with Seminole, please see "Business -- Legal             
Proceedings."                                                                   

A LOSS OF THE BENEFIT FROM STATE TAX CREDITS MAY AFFECT ADVERSELY OUR 
ABILITY TO PAY THE MINIMUM QUARTERLY DISTRIBUTION.                              

 Several states in which we operate or our utility customers reside have
established a statutory framework for tax credits against income, franchise, or 
severance taxes, which have benefited, directly or indirectly, coal operators or
customers purchasing coal mine production from within the applicable state. In  
1996, 1997 and 1998, the benefit of these credits to us has been approximately  
$5.0 million, $4.8 million, and $6.0 million. The state statutes authorizing    
these tax credits are scheduled to expire in accordance                         
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with their term provisions. Furthermore, these state statutes or our ability to 
benefit, directly or indirectly, from them may be subject to challenge by third 
parties. If any of these challenges were successful, we would lose the benefits 
of these credits. Although it is possible that the tax credit benefits will     
continue into future years, you should assume that substantially all of the     
benefits associated with these tax credit statutes will terminate by no later   
than June 2001. Therefore, if our operations do not produce increased cash flow 
sufficient to replace any lost benefits, we would not be able to make the       
minimum quarterly distribution on our outstanding common and subordinated units.

   COAL MINING IS SUBJECT TO INHERENT RISKS THAT ARE BEYOND OUR CONTROL, AND
WE CANNOT ASSURE YOU THAT THESE RISKS WILL BE FULLY COVERED UNDER OUR INSURANCE 
POLICIES.                                                                       

     Our mines are subject to conditions or events beyond our control that could
disrupt operations and affect the cost of mining at particular mines for varying
lengths of time. These risks include:                                           

- fires and explosions from methane;                                  

- natural disasters, such as heavy rains and flooding;                

- mining and processing equipment failures and unexpected maintenance 
problems;                                                         

- mine flooding due to the failure of subsurface water seals or water 
removal equipment;                                                

  - changes or variations in geologic conditions, such as the thickness of
  the coal deposits and the amount of rock and soil overlying the coal
deposit;                                                          

- inability to acquire mining rights or permits;                      

- employee injuries or fatalities; and                                

- labor-related interruptions.                                        

These conditions may increase the cost of mining and delay or halt    
production at particular mines for varying lengths of time. We do not carry     
business interruption insurance, but we do maintain property and general        
liability insurance policies which may mitigate some of the above risks.        
However, we cannot provide assurance that these risks will be fully covered by  
these insurance policies.                                                       

WE DEPEND ON THIRD PARTY SERVICE PROVIDERS TO PRODUCE A PORTION OF OUR
COAL. IF THESE PROVIDERS' SERVICES WERE NO LONGER AVAILABLE, OUR ABILITY TO     
PRODUCE AND SELL COAL WOULD BE ADVERSELY AFFECTED.                              

We currently operate two mines using a third-party "contract miner" to
which we pay a fee in exchange for their production from our coal reserves. We  
may elect to employ a contract miner at other operations in the future should   
they be economically justified. If the operators with whom we contract our      
mining operations were to suspend their operations due to labor stoppages,      
financial difficulties or other circumstances, our ability to produce coal would
be impaired and our financial results would be adversely affected.              

    ALTHOUGH NONE OF OUR EMPLOYEES ARE MEMBERS OF UNIONS, WE CANNOT ASSURE YOU
THAT OUR WORK FORCE WILL REMAIN UNION-FREE IN THE FUTURE.                       

None of our employees are represented under collective bargaining     
agreements. However, we cannot assure you that all of our work force will remain
union-free in the future. If some or all of our currently union-free operations 
were to become unionized, it could adversely affect our productivity and        
increase the risk of work stoppages at our mining complexes. In addition, even  
if we remain union-free, our operations may still be adversely affected by work 
stoppages at unionized companies, particularly if union workers were to         
orchestrate boycotts against our operations.                                    

  ANY SIGNIFICANT INCREASE IN TRANSPORTATION COSTS FOR OUR COAL MAY IMPAIR
OUR ABILITY TO SELL COAL.                                                       

   Transportation costs, which are generally borne directly by the customer,
are a significant component of the total delivered cost of coal. If             
transportation costs incurred by our customers to take delivery of our coal were
to increase relative to costs of transporting coal sold by our competitors it   
could impair our                                                                

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ability to sell coal. In addition, if the cost of transporting coal compared    
with competing power plant fuels, such as natural gas or oil, were to increase, 
it could have a material adverse effect on our business, financial condition or 
results of operations. See "Business -- Coal Transportation."                   

    ANY INTERRUPTION OF SERVICE BY THE SHIPPERS WHICH TRANSPORT OUR COAL COULD
ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.                                     

   We are dependent upon rail, barge, vessels and truck transport to deliver
coal to our customers. Disruption of these transportation services could        
temporarily impair our ability to supply coal and, as a consequence, adversely  
affect our business, financial condition or results of operations. See          
"Business -- Coal Transportation."                                              

     WE MAY NOT BE ABLE TO GROW SUCCESSFULLY THROUGH FUTURE ACQUISITIONS, AND WE
MAY NOT BE ABLE TO EFFECTIVELY INTEGRATE THE VARIOUS BUSINESSES OR PROPERTIES WE
DO ACQUIRE.                                                                     

Historically, our growth and operating results have been substantially
dependent on the successful completion of acquisitions. Our future growth could 
be limited if we are unable to continue to make acquisitions, or if we are      
unable to successfully integrate the companies, businesses or properties we are 
able to acquire. We cannot predict whether we will be successful in consummating
any of these acquisitions or what the consequences of any of these acquisitions 
would be. Moreover, we cannot assure you that any acquisitions will not be      
dilutive to earnings and distributions to unitholders or that any additional    
debt incurred to finance an acquisition will not affect our ability to make     
distributions to unitholders. Our ability to make acquisitions in the future    
could be limited by restrictions under our existing or future debt agreements,  
competition from other coal companies for attractive properties or the lack of  
suitable acquisition candidates.                                                

     OUR BUSINESS MAY BE ADVERSELY AFFECTED IF WE ARE UNABLE TO REPLACE OUR COAL
RESERVES.                                                                       

     Our business depends, in part, upon our ability to find, develop or acquire
additional coal reserves that we can recover economically. Our reserves will    
generally decline as they are depleted. We cannot assure you that our planned   
development projects and acquisition activities will increase our reserves      
significantly or that we will have continued success expanding existing and     
developing additional mines. We believe that there are substantial reserves on  
adjacent or neighboring properties that are unleased and otherwise available.   
However, we cannot assure you that we will be able to negotiate leases with the 
landowners on acceptable terms. An inability to expand our operations into      
adjacent or neighboring reserves under this strategy could have a material      
adverse effect on our business, financial condition or results of operations.   

THE ESTIMATES OF OUR RESERVES MAY PROVE INACCURATE, AND YOU SHOULD NOT
PLACE UNDUE RELIANCE ON THESE ESTIMATES.                                        

     The estimates of our reserves may vary substantially from actual amounts of
coal we are able to economically recover. The reserve data set forth in this    
prospectus represent our engineering estimates, as audited by Weir International
Mining Consultants, an independent mining and geological consultant. All of the 
reserves presented in this prospectus constitute proven and probable reserves.  
We have included complete definitions of the terms proven reserves and possible 
reserves in our glossary. There are numerous uncertainties inherent in          
estimating quantities of reserves, including many factors beyond our control.   
Estimates of coal reserves necessarily depend upon a number of variables and    
assumptions, any one of which may vary considerably from actual results. These  
factors and assumptions relate to:                                              

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

- the percentage of coal in the ground ultimately recoverable;        

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

- the assumed effects of regulation by governmental agencies; and     

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

For these reasons, estimates of the recoverable quantities of coal    
attributable to any particular group of properties, classifications of reserves 
based on risk of recovery and estimates of future net cash flows expected from  
these properties as prepared by different engineers or by the same engineers at 
different times may vary substantially. Actual production, revenue and          
expenditures with respect to our reserves will likely vary from estimates, and  
these variations may be material. As a result, you should not place undue       
reliance on the coal reserve data included herein.                              

CASH DISTRIBUTIONS ARE NOT GUARANTEED AND MAY FLUCTUATE WITH OUR      
PERFORMANCE AND THE ESTABLISHMENT OF FINANCIAL RESERVES.                        

  Because distributions on the common units are dependent on the amount of
cash generated through our coal sales, distributions may fluctuate based on the 
amount of coal we are able to produce and the price at which we are able to sell
it. We cannot guarantee that the minimum quarterly distributions will be paid   
each quarter. The actual amount of cash that is available to be distributed each
quarter will depend upon numerous factors, some of which are beyond our control 
and the control of our managing general partner. See "Cash Available for        
Distribution." Cash distributions are dependent primarily on cash flow,         
including cash flow from financial reserves and working capital borrowings, and 
not solely on profitability, which is affected by non-cash items. Therefore,    
cash distributions might be made during periods when we record losses and might 
not be made during periods when we record profits.                              

The amount of Available Cash needed to pay the minimum quarterly      
distribution for four quarters on the common units, the subordinated units and  
the general partner interests to be outstanding immediately after the offering  
is approximately $31.4 million. If we had completed the transactions            
contemplated in this prospectus on January 1, 1998, pro forma Available Cash    
from Operating Surplus generated during 1998 would have been approximately $16.6
million. The amount of pro forma Available Cash from Operating Surplus generated
during 1998 would have been sufficient to allow us to pay approximately 90% of  
the minimum quarterly distribution on the common units and would have been      
insufficient to make a distribution on the subordinated units. For a calculation
of our ability to make distributions to unitholders based on our pro forma      
results in 1998 and for the first quarter of 1999, please see "Cash Available   
for Distribution" and Appendix D. The terms "Available Cash" and "Operating     
Surplus" are technical terms which are precisely defined in our partnership     
agreement. We have included these definitions in our glossary. "Available Cash" 
generally means cash on hand at the end of the quarter, including any working   
capital borrowings, less appropriate reserves. "Operating Surplus" generally    
means cash received from our operations, as opposed to long-term borrowings or  
major asset sales, less our operating expenses.                                 

OUR MANAGING GENERAL PARTNER'S DISCRETION IN ESTABLISHING RESERVES MAY
NEGATIVELY IMPACT YOUR RECEIPT OF CASH DISTRIBUTIONS.                           

The partnership agreement gives our managing general partner broad    
discretion in establishing financial reserves for the proper conduct of our     
business. These reserves also will affect the amount of cash available for      
distribution. Our managing general partner may establish reserves for           
distributions on the subordinated units, but only if those reserves will not    
prevent us from distributing the full minimum quarterly distribution, plus any  
arrearages, on the common units for the following four quarters. In addition,   
the partnership agreement requires the managing general partner to deduct from  
operating surplus each year estimated maintenance capital expenditures as       
opposed to actual expenditures in order to reduce wide disparities in operating 
surplus caused by fluctuating maintenance capital expenditure levels. If        
estimated maintenance capital expenditures in a year are higher than actual     
maintenance capital expenditures, then the amount of cash available for         
distribution to unitholders will be lower than if actual maintenance capital    
expenditures were deducted from operating surplus.                              

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 OUR INDEBTEDNESS MAY LIMIT OUR ABILITY TO BORROW ADDITIONAL FUNDS, MAKE
DISTRIBUTIONS TO UNITHOLDERS OR CAPITALIZE ON BUSINESS OPPORTUNITIES.           

 Upon completion of the transactions contemplated in this prospectus, we
expect our total long-term indebtedness to be $230.3 million, consisting of $180
million principal amount of 8.31% senior unsecured notes outstanding and        
approximately $48.6 million outstanding under our senior credit facility and    
$1.7 million of other partnership debt. Our leverage may:                       

 - adversely affect our ability to finance future operations and capital
needs;                                                            

- limit our ability to pursue acquisitions and other business         
opportunities;                                                    

  - make our results of operations more susceptible to adverse economic or
operating conditions; and                                         

- make it more difficult to self-insure for our workers' compensation 
obligations.                                                      

Our indebtedness on a pro forma basis will exceed our total book capitalization.
In addition, we will have $50.0 million of aggregate unused borrowing capacity  
under our senior credit facility at the closing of this offering. Future        
borrowings, under our credit facilities or otherwise, could result in a         
significant increase in our leverage.                                           

   Our payment of principal and interest on the indebtedness will reduce the
cash available for distribution on the units. We will be prohibited from making 
cash distributions:                                                             

- during an event of default under any of our indebtedness; or        

   - if either before or after such distribution, we fail to meet a coverage
       test based on the ratio of our consolidated debt to our consolidated cash
    flow. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Liquidity of Capital                 
Resources -- Description of Senior Notes."                        

Various limitations in our indebtedness may reduce our ability to incur         
additional indebtedness, to engage in some transactions and to capitalize on    
business opportunities. Any subsequent refinancing of our current indebtedness  
or any new indebtedness could have similar or greater restrictions.             

  WE ARE REQUIRED TO PLACE AND MAINTAIN BONDS TO SECURE OUR OBLIGATIONS TO
RETURN MINED PROPERTY TO ITS ORIGINAL CONDITION. THE FAILURE TO DO SO COULD     
RESULT IN FINES AND THE LOSS OF OUR MINING PERMITS.                             

     Federal and state laws require us to place and maintain bonds to secure our
obligations to repair and return property to its original state after it has    
been mined (often referred to as "reclaim"), to pay federal and state workers'  
compensation benefits and to satisfy other miscellaneous obligations. These     
bonds provide assurance that we will perform our statutorily required           
obligations and are referred to in this prospectus as "surety" bonds. These     
bonds are typically renewable on a yearly basis. We cannot assure you that      
surety bond holders will continue to renew the bonds or refrain from demanding  
collateral or additional collateral upon the renewal of the bonds. The failure  
to maintain or the inability to acquire sufficient surety bonds, as required by 
state and federal laws, could subject us to fines and other penalties as well as
the loss of our mining permits. This failure could result from a variety of     
factors, including:                                                             

    - lack of availability, higher expense or unreasonable terms of new surety
bonds;                                                            

     - restrictions on the ability of current and future third-party surety bond
      holders to have collateral due to terms of other current and future debt
instruments; and                                                  

    - the exercise by third-party surety bond holders of their right to refuse
to renew the surety.                                              

As of December 31, 1998, we had outstanding surety bonds with third parties for 
reclamation expenses totaling $35.2 million. Surety bonds valued at an          
additional $19.2 million are in place for federal and state workers'            
compensation obligations and other miscellaneous obligations.                   

    Furthermore, the reorganization of our subsidiaries in connection with the
formation of Alliance Resource Partners and the offering of the common units may
require that we place and maintain                                              

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additional surety bonds with respect to some reclamation obligations. We may not
have all these bonds in place at the time of the closing of the offering of the 
common units.                                                                   

OUR OPERATIONS COULD BE ADVERSELY AFFECTED BY DATA PROCESSING FAILURES
AFTER DECEMBER 31, 1999. FAILURES COULD OCCUR IN OUR OWN SYSTEMS AS WELL AS THE 
SYSTEMS OF OUR CUSTOMERS OR SUPPLIERS.                                          

The approach of the year 2000 presents significant issues for many    
financial information and operational computer systems. Many computer systems in
use today use two digits rather than four to identify a year, with the result   
that these systems may be unable to distinguish the year 2000 from the year     
1900. We have embedded microprocessor systems in certain of our mining equipment
and in older hardware or software in our mining complexes which we are currently
evaluating for Year 2000 compliance. If these systems contain deficiencies and  
appropriate modifications and replacements are not made, are not made properly  
or are not completed in a timely manner, the Year 2000 issue may interrupt our  
mining operations as well as our billing and collection processes and adversely 
affect our operating results.                                                   

    In addition, if any of our suppliers or customers do not successfully deal
with the year 2000 issue, we could experience delays in receiving or shipping   
coal and equipment which could result in increased costs, lost revenues and     
customers and even claims for damages. Of particular concern is the ability of  
the railroads which ship our coal to continue to make timely deliveries to our  
customers. Customer problems with the year 2000 issue could also result in      
delays in invoicing our customers or in our receiving payments from them that   
would affect our liquidity. We are unable to predict the extent to which the    
Year 2000 issue will have an effect on us. The severity of these possible       
problems would depend on the nature of the problem and how quickly it could be  
corrected or an alternative implemented, which is unknown at this time. See     
"Management's Discussion and Analysis of Financial Condition and Results of     
Operations -- Impact of Year 2000 Issues."                                      

REGULATORY RISKS                                                                

    WE ARE SUBJECT TO FEDERAL, STATE AND LOCAL REGULATION ON NUMEROUS MATTERS.
THESE REGULATIONS INCREASE OUR COSTS OF DOING BUSINESS AND MAY DISCOURAGE       
CUSTOMERS FROM BUYING OUR COAL.                                                 

  Numerous governmental permits and approvals are required for coal mining
operations. We may be required to prepare and present to federal, state and     
local authorities data describing the effect or impact that any proposed mining 
operations may have upon the environment. Any of these requirements may be      
costly and time-consuming and may delay commencement or continuation of mining  
operations.                                                                     

New legislation and new regulations under existing laws related to the
protection of the environment, which would further regulate or tax the coal     
industry, may also require us or our customers to change operations             
significantly or incur increased costs. This type of legislation, if enacted,   
could have a material adverse effect on our business, financial condition and   
results of operations. See "Business -- Regulation."                            

WE HAVE BLACK LUNG BENEFITS AND WORKERS' COMPENSATION OBLIGATIONS THAT
COULD INCREASE IF NEW LEGISLATION IS ENACTED.                                   

    Under black lung benefits legislation, each coal mine operator is required
to make payments of pneumoconiosis, or black lung disease, benefits to current  
and former coal miners, survivors of a miner who dies from black lung disease   
and a trust fund for some qualified claimants. In addition to federal acts, we  
are also liable under various state statutes for black lung claims. We provide  
self-insured accruals for present and future liabilities for these benefits. We 
had accrued $17.0 million, $17.9 million and $22.7 million for these benefits at
December 31, 1996, 1997 and 1998. The increase in 1998 is primarily attributable
to the acquisition of Hopkins County Coal. The actual claims paid could change  
significantly if current legislation is amended or if new legislation is        
enacted. See "Management's Discussion and Analysis of Financial Condition and   
Results of Operations -- Liquidity and Capital Resources -- Accruals or Other   
Liabilities" and "Business -- Regulation -- Black Lung Legislation" and         
"-- Workers' Compensation."                                                     

Additionally, we are required to compensate employees for work-related
injuries. We had accrued $16.9 million, $17.4 million and $18.1 million at      
December 31, 1996, 1997 and 1998 for these costs.                               

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Several states in which we operate consider changes to workers' compensation    
laws from time to time. These changes, if enacted, could adversely affect our   
business, financial condition and results of operations.                        

   THE CLEAN AIR ACT AFFECTS OUR CUSTOMERS AND COULD SIGNIFICANTLY INFLUENCE
THEIR PURCHASING DECISIONS.                                                     

     The Clean Air Act extensively regulates the emission into the air of SO(2),
particulate matter and other compounds, including nitrogen oxides and mercury,  
emitted by coal-fueled electric power generation plants. These emission         
restrictions could affect the demand for and price of coal, especially higher   
sulfur coal, for a number of years. The Clean Air Act provides for a two-phase  
process to reduce SO(2) emissions. Phase I began in 1995, and Phase II will     
require further emissions reductions beginning in the year 2000. The initiation 
of Phase II next year will subject additional coal-burning electric power       
generation plants to emission controls under the Clean Air Act. If we fail to   
secure new contracts for our higher sulfur coal production at favorable prices  
when our current contracts expire, our business, financial condition and results
of operations could be materially adversely affected.                           

    The Clean Air Act also requires utilities that currently are major sources
of nitrogen oxide, which are precursors to ozone, in moderate or higher ozone   
nonattainment areas to install reasonably available control technology. In July 
1997, the U.S. Environmental Protection Agency adopted new, more stringent      
National Ambient Air Quality Standards for particulate matter and ozone which   
the Environmental Protection Agency expects to implement by 2003. These         
potential policies and control strategies could restrict our ability to develop 
new mines or could require us to modify our existing operations, which in turn  
may have a material adverse effect on our business, financial condition and     
results of operations. The effect which these regulations or other future       
requirements could have on the coal industry in general and on us in particular 
cannot be predicted with certainty. We cannot assure you that the implementation
of the Clean Air Act, the new National Ambient Air Quality Standards or other   
future regulatory provisions to address air pollution will not materially       
adversely affect our business, financial condition and results of operations.   

     THE PASSAGE OF LEGISLATION RESPONSIVE TO THE FRAMEWORK CONVENTION ON GLOBAL
CLIMATE CHANGE COULD RESULT IN A REDUCED USE OF COAL BY ELECTRIC POWER          
GENERATORS. THIS REDUCTION IN USE COULD ADVERSELY AFFECT OUR REVENUES AND       
RESULTS OF OPERATIONS.                                                          

  The United States and more than 160 other nations are signatories to the
1992 Framework Convention on Global Climate Change which is intended to limit or
capture emissions of greenhouse gases, such as carbon dioxide. Efforts to       
control greenhouse gas emissions could result in reduced use of coal if electric
power generators switched to lower carbon sources of fuel. These restrictions   
could have a material adverse effect on our business, financial condition and   
results of operations. Although the United States Senate has neither ratified   
the 1992 Framework Convention on Global Climate Change, which is known as the   
Kyoto Protocol, nor enacted any law specifically controlling greenhouse gas     
emissions, the Environmental Protection Agency has some authority to regulate   
and restrict these emissions. See "Business -- Regulation -- Framework          
Convention on Global Climate Change" for a discussion of the Kyoto Protocol.    

WE ARE SUBJECT TO THE CLEAN WATER ACT, WHICH IMPOSES LIMITATIONS AND  
MONITORING AND REPORTING OBLIGATIONS ON OUR DISCHARGE OF POLLUTANTS INTO WATER. 

   The federal Clean Water Act and state clean water laws affect coal mining
operations by, among other things, imposing restrictions on discharge of        
pollutants into waters, and dredging and filling of wetlands. Coal mining       
operations can generate highly acidic or toxic water pollution discharges that, 
unless treated, can severely pollute surface and ground waters. Regular         
monitoring, as well as compliance with reporting requirements and performance   
standards, are preconditions for the issuance and renewal of permits governing  
the discharge of pollutants into water. We cannot assure you that requirements  
under the Clean Water Act will not materially adversely affect our business,    
financial condition and results of operations.                                  

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   WE ARE SUBJECT TO RECLAMATION, MINE CLOSURE AND REAL PROPERTY RESTORATION
REGULATIONS AND MUST ACCRUE FOR THE ESTIMATED COST OF COMPLYING WITH THESE      
REGULATIONS.                                                                    

    The federal Surface Mining Control and Reclamation Act of 1977 and similar
state statutes require that we obtain and periodically renew permits for mining 
operations and restore our mine property in accordance with specified standards 
and an approved plan. This restoration process is commonly referred to as       
"reclamation" in the industry. These laws also impose on mine operators the     
responsibility of repairing or compensating for some types of damages occurring 
on the surface as a result of mining operations.                                

  We have accrued for the estimated costs of reclamation and mine closing,
including the cost of treating mine water discharge when necessary. The accrual 
for reclamation and mine closing costs is based upon permit requirements and the
costs and timing of reclamation and mine closing procedures. Our reclamation and
mine-closing cost accruals were $13.8 million at December 31, 1998. The amount  
that was included as an operating expense for the year ended December 31, 1998  
was $0.7 million, while the related cash payment in 1998 for this liability was 
$1.5 million. Although management believes it is making adequate provisions for 
all expected reclamation and other costs associated with mine closures, future  
operating results would be adversely affected if we later determined these      
accruals to be insufficient.                                                    

WE COULD INCUR SIGNIFICANT COSTS UNDER FEDERAL AND STATE SUPERFUND AND
WASTE MANAGEMENT STATUTES.                                                      

   The Comprehensive Environmental Response, Compensation and Liability Act,
known as CERCLA or "Superfund," and similar state laws create liabilities for   
investigation and remediation for releases of hazardous substances to the       
environment and damages to natural resources. Our current and former coal mining
operations are incurring, and will continue to incur, expenditures associated   
with the investigation and remediation of environmental matters. These costs    
could increase substantially if our high-volume wastes, including utility fly   
ash and scrubber sludge, lose their existing exemption from federal regulations.

     Items which may require investigation under separate state and federal laws
include underground hazardous waste storage tanks, solid and hazardous waste    
disposal and other matters under CERCLA and state environmental laws. A number  
of these laws impose liability on us for the actions of prior owners and        
operators and provide for strict liability for violations.                      

The magnitude of the liability and the cost of complying with these   
environmental laws cannot be predicted with certainty. As a result, material    
liabilities or costs related to environmental matters may be incurred in the    
future and we may be affected adversely by these environmental liabilities or   
costs. In addition, changes in laws or regulations may affect the manner in     
which these laws require us to conduct our operations. See                      
"Business -- Regulation."                                                       

  WE MAY NOT BE ABLE TO OBTAIN CONSENTS TO THE TRANSFER OF SOME MINING AND
ENVIRONMENTAL PERMITS PRIOR TO CLOSING OF THE OFFERING.                         

In connection with the formation of Alliance Resource Partners and the
related reorganization of our subsidiaries, we will be required to transfer     
mining and environmental permits and approvals from federal, state or local     
regulatory authorities. In some instances, the process of transferring these    
permits and approvals will involve comment periods and public meetings. It is   
possible that we will not complete the transfer of all of the necessary permits 
and approvals prior to the completion of the offering of the common units. We   
cannot assure you that this will not have any material adverse effect on our    
business, financial condition or results of operations.                         

TAX RISKS TO COMMON UNITHOLDERS                                                 

For a discussion of all of the expected material federal income tax   
consequences of owning and disposing of common units, see "Tax Considerations." 

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   THE IRS COULD TREAT US AS A CORPORATION, WHICH WOULD SUBSTANTIALLY REDUCE
THE CASH AVAILABLE FOR DISTRIBUTION TO UNITHOLDERS.                             

     The federal income tax benefit of an investment in the common units depends
largely on our being treated as a partnership for federal income tax purposes.  
We have not requested, and do not plan to request, a ruling from the IRS on this
or any other matter affecting us. We have, however, received an opinion from    
counsel that we will be classified as a partnership for federal income tax      
purposes. Opinions of counsel are based on specified factual assumptions and are
not binding on the IRS or any court.                                            

    If we were classified as a corporation for federal income tax purposes, we
would pay federal income tax on our income at the corporate tax rate, which is  
currently 35%. Distributions to you would generally be taxed again as corporate 
distributions, and no income, gains, losses, deductions or credits would flow   
through to you. Because a tax would be imposed upon us as an entity, the cash   
available for distribution to you would be substantially reduced. Treatment of  
us as a corporation would result in a material reduction in the anticipated cash
flow and after-tax return to the unitholders, likely causing a substantial      
reduction in the value of the common units.                                     

    We cannot assure you that the law will not change and cause us to be taxed
as a corporation for federal income tax purposes or otherwise subject us to     
entity-level taxation. The partnership agreement provides that, if a law is     
enacted or existing law is modified or interpreted in a manner that subjects us 
to taxation as a corporation or otherwise subjects us to entity-level taxation  
for federal, state or local income tax purposes, then specified provisions of   
the partnership agreement relating to distributions will be subject to change,  
including a decrease in distributions, to reflect the impact of that law on us. 

WE HAVE NOT REQUESTED AN IRS RULING WITH RESPECT TO OUR TAX TREATMENT.

We have not requested a ruling from the IRS with respect to any matter
affecting us. The IRS may adopt positions that differ from the conclusions of   
our counsel expressed in this prospectus or from the positions taken by us. It  
may be necessary to resort to administrative or court proceedings to sustain    
some or all of our counsel's conclusions or the positions taken by us. A court  
may not concur with some or all of our conclusions. Any contest with the IRS may
materially and adversely impact the market for common units and the price at    
which they trade. In addition, the costs of any contest with the IRS will be    
borne directly or indirectly by some of the unitholders and the general         
partners.                                                                       

   YOU MAY BE REQUIRED TO PAY TAXES ON INCOME FROM US EVEN IF YOU RECEIVE NO
CASH DISTRIBUTIONS.                                                             

  You will be required to pay any federal income taxes and, in some cases,
state and local income taxes on your allocable share of our income, whether or  
not you receive cash distributions. We cannot assure you that you will receive  
cash distributions equal to your allocable share of our taxable income or even  
equal to the actual tax liability that results from this allocable share of     
income. Further, upon the sale of your units, you may incur a tax liability in  
excess of the amount of cash you receive.                                       

 TAX GAIN OR LOSS ON DISPOSITION OF COMMON UNITS COULD BE DIFFERENT THAN
EXPECTED.                                                                       

     Upon the sale of common units, you will recognize gain or loss equal to the
difference between the amount realized and your tax basis in those common units.
Prior distributions in excess of the total net taxable income you were allocated
for a common unit, which decreased your tax basis in that common unit, will, in 
effect, become taxable income if the common unit is sold at a price greater than
your tax basis in that common unit, even if the price is less than your original
cost. A substantial portion of the amount realized, whether or not representing 
gain, may be ordinary income. Furthermore, should the IRS successfully contest  
some conventions to be used by us, you could recognize more gain on the sale of 
units than would be the case under those conventions, without the benefit of    
decreased income in prior years.                                                

    INVESTORS, OTHER THAN INDIVIDUALS WHO ARE U.S. RESIDENTS, MAY HAVE ADVERSE
TAX CONSEQUENCES FROM OWNING UNITS.                                             

 Investment in common units by tax-exempt entities, regulated investment
companies and foreign persons raises issues unique to them. For example,        
virtually all of our income allocated to organizations                          

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exempt from federal income tax, including individual retirement accounts and    
other retirement plans, will be unrelated business taxable income and will be   
taxable to the unitholder. Very little of our income will be qualifying income  
to a regulated investment company. Distributions to foreign persons will be     
reduced by withholding taxes.                                                   

 WE WILL REGISTER AS A TAX SHELTER. THIS MAY INCREASE THE RISK OF AN IRS
AUDIT OF ALLIANCE RESOURCE PARTNERS OR A UNITHOLDER.                            

    Our managing general partner has applied to register us with the Secretary
of the Treasury as a "tax shelter." The Secretary of Treasury has required that 
some types of entities, including some partnerships, register as "tax shelters" 
in response to the perception that they claim to generate tax benefits that the 
IRS may believe to be unwarranted. We cannot assure unitholders that we will not
be audited by the IRS or that tax adjustments will not be made. Any unitholder  
owning less than a 1% profit interest in us has very limited rights to          
participate in the income tax audit process. Further, any adjustments in our tax
returns will lead to adjustments in the unitholders' tax returns and may lead to
audits of unitholders' tax returns and adjustments of items unrelated to us.    
Each unitholder would bear the cost of any expense incurred in connection with  
an examination of his or her personal tax return.                               

WE TREAT A PURCHASER OF UNITS AS HAVING THE SAME TAX BENEFITS AS THE  
SELLER; THE IRS MAY CHALLENGE THIS TREATMENT WHICH COULD ADVERSELY AFFECT THE   
VALUE OF THE UNITS.                                                             

 Because we cannot match transferors and transferees of common units, we
will adopt depreciation and amortization conventions that do not conform with   
all aspects of specified proposed and final Treasury regulations. A successful  
IRS challenge to those conventions could adversely affect the amount of tax     
benefits available to you. It also could affect the timing of these tax benefits
or the amount of gain from your sale of common units and could have a negative  
impact on the value of the common units or result in audit adjustments to your  
tax returns.                                                                    

YOU WILL LIKELY BE SUBJECT TO STATE AND LOCAL TAXES AS A RESULT OF AN 
INVESTMENT IN UNITS.                                                            

  In addition to federal income taxes, you will likely be subject to other
taxes, including state and local taxes, unincorporated business taxes and       
estate, inheritance or intangible taxes that are imposed by the various         
jurisdictions in which we do business or own property. You will likely be       
required to file state and local income tax returns and pay state and local     
income taxes in some or all of the various jurisdictions in which we do business
or own property. Further, you may be subject to penalties for failure to comply 
with those requirements. We will initially own assets and do business in        
Illinois, Indiana, Kentucky, Maryland, Oklahoma and West Virginia. Each of these
states currently impose a personal income tax. It is your responsibility to file
all United States federal, state and local tax returns. Counsel has not rendered
an opinion on the state or local tax consequences of an investment in the common
units.                                                                          

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USE OF PROCEEDS 

 We estimate that the net proceeds we will receive from this offering of
common units will be approximately $167.9 million. We anticipate using the net  
proceeds of this offering and the sale of a general partner interest to the     
managing general partner, together with the gross proceeds of the private       
placement of the senior notes, which are estimated to be approximately $180.0   
million, and the $48.6 million of term loan borrowings under the senior credit  
facility, to:                                                                   

  - pay $8.0 million in fees and expenses incurred in connection with this
offering and the related transactions;                            

   - purchase $48.6 million of U.S. Treasury Notes which will be assigned as
   collateral to secure the term loan borrowings under our senior credit
facility;                                                         

    - make a distribution of $81.1 million to the special general partner; and

- have approximately $36.5 million available to fund future capital   
expenditures and for working capital and other general corporate  
purposes.                                                         

     The balance of the proceeds, approximately $228.6 million, will be retained
by the special general partner, which is the original borrower under the term   
loan and senior credit facility. All of the amounts distributed to or retained  
by the special general partner will be distributed to Alliance Resource         
Holdings, which is owned by management and funds managed by The Beacon Group and
its affiliates. One-half of the proceeds from any exercise of the underwriters' 
over-allotment option will be used to redeem an amount of subordinated units    
from the special general partner equal to one-half of the number of common units
issued upon the exercise of that option. The balance of the proceeds from any   
exercise of the underwriters' over-allotment option will be used to fund future 
capital expenditures and for working capital and other general corporate        
purposes. We cannot assure you that the cash retained for capital expenditures  
and working capital purposes will ultimately be spent in a manner which proves  
beneficial to holders of common units.                                          

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CAPITALIZATION

     The following table shows (1) our historical capitalization as of March 31,
1999 on an actual basis and (2) our pro forma capitalization as of March 31,    
1999, adjusted to reflect the offering of the common units, the private         
placement of the 8.31% senior notes due 2014, the borrowings under the term loan
facility and the application of the net proceeds we receive in the offering and 
these financings in the manner described under "Use of Proceeds." This table is 
derived from, should be read in conjunction with and is qualified in its        
entirety by reference to our historical and pro forma financial statements and  
the accompanying notes included elsewhere in this prospectus.                   

                                                                [Download Table]

                                                              AS OF MARCH 31, 1999  
                                                             -----------------------
                                                                         PRO FORMA, 
                                                              ACTUAL     AS ADJUSTED
                                                             --------    -----------
                                                                 (IN THOUSANDS)     
                                                                                    
Cash, cash equivalents and U.S. Treasury Notes.............. $     --     $  85,142 
                                                             ========     ========= 
Long-term debt:                                                                     
  Term loan facility........................................ $     --     $  48,619 
  Working capital facility..................................       --            -- 
  Revolving credit facility.................................       --            -- 
  8.31% senior notes due 2014...............................       --       180,000 
  Other debt................................................    1,727         1,727 
                                                             --------     --------- 
          Total long-term debt..............................    1,727       230,346 
                                                             --------     --------- 
Total net parent investment/partners' capital (deficit):                            
  Net parent investment.....................................  155,185            -- 
  Common unitholders........................................       --       164,051 
  Subordinated unitholders..................................       --       147,943 
  General partners..........................................       --      (330,945)
                                                             --------     --------- 
          Total net parent investment/partners' capital                             
            (deficit).......................................  155,185       (18,951)
                                                             --------     --------- 
          Total capitalization.............................. $156,912     $ 211,395 
                                                             ========     ========= 

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DILUTION

On a pro forma basis as of March 31, 1999 after giving effect to the  
offering of common units and the related transactions, our negative tangible    
book value was $(18.9) million, or $(1.21) per common unit (assuming an initial 
public offering price of $20 per common unit). Purchasers of common units in    
this offering will experience substantial and immediate dilution in net tangible
book value per common unit for financial accounting purposes, as illustrated in 
the following table:                                                            

                                                                [Download Table]
                                                                      
Assumed initial public offering price per common unit.......   $20.00 
Less: Pro forma negative tangible book value per common unit          
  after the offering(1).....................................    (1.21)
                                                               ------ 
Immediate dilution in tangible net book value per common              
  unit to new investors.....................................   $21.21 
                                                               ====== 

   The following table sets forth the number of units that we will issue and
the total consideration contributed to Alliance Resource Partners by the general
partners and their affiliates in respect of their units and by the purchasers of
common units in this offering upon consummation of the transactions contemplated
by this prospectus:                                                             

                                                        [Enlarge/Download Table]

                                                                                TOTAL    
                                                         UNITS ACQUIRED     CONSIDERATION
                                                      --------------------  -------------
                                                        NUMBER     PERCENT  (IN MILLIONS)
                                                      ----------   -------  -------------
                                                                                         
General Partners and their affiliates(2)(3)..........  6,727,002     42.9%     $(182.9)  
New Investors........................................  8,969,335     57.1        164.0   
                                                      ----------    -----      -------   
          Total...................................... 15,696,337    100.0%     $ (18.9)  
                                                      ==========    =====      =======   

---------------                                                                 

(1) Determined by dividing the total number of units (8,969,335 common units,   
  6,413,075 subordinated units and the combined 2% general partner interest,
  which has a dilutive effect equivalent to 313,927 units) to be outstanding
after the offering into the pro forma negative tangible book value of   
 Alliance Resource Partners, after giving effect to the application of the
net proceeds of the offering.                                           

(2) Upon the consummation of the transactions contemplated by this prospectus,  
   the special general partner will own an aggregate of 6,413,075 subordinated
units and our general partners will own a 2% general partner interest in
 Alliance Resource Partners having a dilutive effect equivalent to 313,927
units.                                                                  

(3) The assets contributed and sold by the general partners will be recorded at 
    historical cost in accordance with generally accepted accounting principles.
  Book value of the consideration provided by the general partners and their
   affiliates, as of March 31, 1999, after giving effect to the application of
the net proceeds of the offering, is as follows:                        

                                                                [Download Table]

                                                              (IN MILLIONS)
                                                              -------------
                                                                           
Book value of net assets contributed by Alliance Resource                  
  Holdings..................................................     $ 155.2   
Add: Sale of managing general partner interest..............         6.3   
Less: Receivables and income taxes retained by Alliance                    
  Resource Holdings.........................................       (34.7)  
Less: Distribution of a portion of the net proceeds from the               
  sale of common units and private placement of senior                     
  notes.....................................................      (309.7)  
                                                                 -------   
          Total consideration...............................     $(182.9)  
                                                                 =======   

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CASH DISTRIBUTION POLICY

QUARTERLY DISTRIBUTIONS OF AVAILABLE CASH                                       

    We will make distributions to our partners for each of our fiscal quarters
before liquidation in an amount equal to all of Available Cash that quarter.    
Available Cash is defined below in "-- Available Cash" and in our glossary. We  
expect to make distributions of all Available Cash within approximately 45 days 
after the end of each quarter, beginning with the quarter ending September 30,  
1999, to holders of record on the applicable record date. The minimum quarterly 
distribution and the target distribution levels for the period from the closing 
of the offering through September 30, 1999 will be adjusted downward based on   
the actual length of this period.                                               

  For each quarter during the subordination period, to the extent there is
sufficient Available Cash, the holders of common units will have the right to   
receive the minimum quarterly distribution of $0.50 per unit, plus any          
arrearages on the common units, before any distribution is made to the holders  
of subordinated units. This subordination feature will enhance our ability to   
distribute the minimum quarterly distribution on the common units during the    
subordination period. There is no guarantee, however, that the minimum quarterly
distribution will be made on the common units.                                  

  If distributions from Available Cash on the common units for any quarter
during the subordination period are less than the minimum quarterly distribution
of $0.50 per common unit, holders of common units will be entitled to           
arrearages. Common unit arrearages will accrue and be paid in a future quarter  
if there is Available Cash remaining after the minimum quarterly distribution on
the common units is paid for that quarter. Common units will not accrue         
arrearages after the subordination period, and subordinated units will not      
accrue any arrearages at any time.                                              

The holders of subordinated units will have the right to receive the  
minimum quarterly distribution only after the common units have received the    
minimum quarterly distribution plus any arrearages in payment of the minimum    
quarterly distribution. Upon expiration of the subordination period, which will 
generally not occur before September 30, 2004, the subordinated units will      
convert into common units on a one-for-one basis. The subordinated units will   
then participate pro rata with the other common units in distributions of       
Available Cash. Under the circumstances described below, up to 50% of the       
subordinated units may convert into common units before the expiration of the   
subordination period.                                                           

AVAILABLE CASH                                                                  

   Available Cash is defined in the glossary and generally means, for any of
our fiscal quarters, all cash on hand at the end of the quarter less the amount 
of cash reserves that is necessary or appropriate in the reasonable discretion  
of the managing general partner to:                                             

(1) provide for the proper conduct of our business;         

        (2) comply with applicable law, any of our debt instruments or other
agreements; or                                                        

      (3) provide funds for distributions to unitholders and the general
partners for any one or more of the next four quarters,               

plus Working Capital Borrowings after the end of the quarter. Working Capital   
Borrowings are generally borrowings used solely for working capital purposes or 
to pay distributions to partners made under our working capital facility or     
pursuant to another arrangement.                                                

OPERATING SURPLUS AND CAPITAL SURPLUS                                           

Cash distributions will be characterized as distributions from either 
Operating Surplus or Capital Surplus. This distinction affects the amounts      
distributed to unitholders relative to the general partners, and also determines
whether holders of subordinated units receive any distributions.                

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Operating Surplus is defined in the glossary and generally means:     

          (1) our cash balance on the closing date plus $20 million, plus all of
 our cash receipts from our operations since the closing date, excluding
     cash from borrowings other than Working Capital Borrowings, sales of equity
and debt securities and sales of assets outside the ordinary course of
business, less                                                        

      (2) all of our operating expenses (other than reclamation and mine
closing costs), the repayment of Working Capital Borrowings, estimated
maintenance capital expenditures and reserves established for future  
     operations, in each case since the closing of the transactions contemplated
in this prospectus.                                                   

All Available Cash distributed from any source will be treated as     
distributed from Operating Surplus until the sum of all Available Cash          
distributed since we began operations equals the Operating Surplus as of the end
of the quarter before that distribution. This method of cash distribution avoids
the difficulty of trying to determine whether Available Cash is distributed from
Operating Surplus or Capital Surplus. Any excess of Available Cash, irrespective
of its source, will be treated as Capital Surplus, which would represent a      
return of capital. Capital Surplus is defined in the glossary.                  

   If Capital Surplus is distributed on a common unit issued in the offering
in an aggregate amount equal to the initial public offering price of the common 
units, plus any arrearages in the payment of minimum quarterly distributions on 
the common units, then the distinction between Operating Surplus and Capital    
Surplus will cease. All subsequent distributions of Available Cash will be made 
from Operating Surplus. See "-- Distributions from Capital Surplus" below. We do
not anticipate that there will be significant distributions of Capital Surplus. 

     Adjusted Operating Surplus for any period generally means Operating Surplus
generated during that period, less:                                             

          (1) any net increase in Working Capital Borrowings during that period;
and                                                                   

     (2) any net reduction in cash reserves for operating expenditures
 during that period not relating to an operating expenditure made during
that period; plus                                                     

        (a) any net decrease in Working Capital Borrowings during that
period; and                                                     

          (b) any net increase in cash reserves for operating expenditures
       during that period required by any debt instrument for the repayment of
principal, interest or premium.                                 

Generally speaking, Adjusted Operating Surplus is intended to reflect the cash  
generated from operations during a particular period and therefore excludes net 
increases in borrowings and net drawdowns of reserves of cash generated in prior
periods. Adjusted Operating Surplus is used in the test of whether subordinated 
units can convert into common units.                                            

MAINTENANCE AND EXPANSION CAPITAL EXPENDITURES                                  

Operating Surplus is reduced by the amount of our maintenance capital 
expenditures, but not our expansion capital expenditures. For our purposes,     
maintenance capital expenditures are those capital expenditures required to     
maintain, over the long term, the operating capacity of our capital assets, and 
expansion capital expenditures are those capital expenditures that increase,    
over the long term, the operating capacity of our capital assets. Examples of   
maintenance capital expenditures include the replacement of equipment and the   
replacement of reserves, whether through the expansion of an existing mine or   
the acquisition or development of a new mine. Because these expenditures can be 
very large and irregular, the amount of actual maintenance capital expenditures 
may differ substantially from period to period, causing similar fluctuations in 
the amount of Operating Surplus, Adjusted Operating Surplus and Available Cash. 

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To eliminate these large fluctuations, the partnership agreement will 
require that an estimate of the average quarterly maintenance capital           
expenditures necessary to maintain the operating capacity of our capital assets 
over the long-term be subtracted from Operating Surplus each quarter as opposed 
to the actual amounts spent. For purposes of this estimate, reclamation and mine
closing costs will be treated as maintenance capital expenditures. The          
determination of the estimate will be made by the board of directors of the     
managing general partner in any manner it determines is reasonable in its sole  
discretion. The conflicts committee must concur with this determination. The    
estimate will be made at least annually and whenever an event occurs that is    
likely to result in a material adjustment to the amount of our maintenance      
capital expenditures over the long-term, such as a major acquisition. Any       
adjustment to this estimate will be prospective only. We currently expect that  
our average annual maintenance capital expenditures will be approximately $23.5 
million.                                                                        

The use of estimated maintenance capital expenditures in calculating  
Operating Surplus will reduce the risk that Available Cash from Operating       
Surplus in any one quarter will be insufficient to pay the minimum quarterly    
distribution on all the units. The use of estimated maintenance capital         
expenditures in calculating Adjusted Operating Surplus, by evening out the      
amount of Adjusted Operating Surplus over consecutive periods, will make it less
likely that a large capital expenditure in a period will prevent the special    
general partner from being able to convert some or all of its subordinated units
into common units.                                                              

DISTRIBUTIONS OF AVAILABLE CASH FROM OPERATING SURPLUS DURING THE SUBORDINATION 
PERIOD                                                                          

Distributions of Available Cash from Operating Surplus for any quarter
during the subordination period will be made in the following manner:           

 - First, 98% to the common unitholders, pro rata, and 2% to the general
       partners, pro rata, until we have distributed for each outstanding common
 unit an amount equal to the minimum quarterly distribution for that
quarter;                                                          

  - Second, 98% to the common unitholders, pro rata, and 2% to the general
       partners, pro rata, until we have distributed for each outstanding common
unit an amount equal to any arrearages in payment of the minimum  
      quarterly distribution on the common units for any prior quarters during
the subordination period;                                         

- Third, 98% to the subordinated unitholders, pro rata, and 2% to the 
general partners, pro rata, until we have distributed for each    
     subordinated unit an amount equal to the minimum quarterly distribution
for that quarter; and                                             

- Thereafter, in the manner described in "-- Incentive Distributions  
Rights" below.                                                    

DISTRIBUTIONS OF AVAILABLE CASH FROM OPERATING SURPLUS AFTER THE SUBORDINATION  
PERIOD                                                                          

Distributions of Available Cash from Operating Surplus for any quarter
after the subordination period will be made in the following manner:            

    - First, 98% to all unitholders, pro rata, and 2% to the general partners,
     pro rata, until we have distributed for each outstanding unit an amount
equal to the minimum quarterly distribution for that quarter; and 

     - Thereafter, in the manner described in "-- Incentive Distribution Rights"
below.                                                            

SUBORDINATION PERIOD; CONVERSION OF SUBORDINATED UNITS                          

The subordination period is defined in the glossary and will generally
extend until the first day of any quarter beginning after September 30, 2004    
that each of the following three events occur:                                  

     (1) distributions of Available Cash from Operating Surplus on the
common units and the subordinated units equal or exceed the sum of the
    minimum quarterly distributions on all of the outstanding common units and
subordinated units for each of the three non-overlapping four-quarter 
periods immediately preceding that date;                              

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         (2) the Adjusted Operating Surplus generated during each of the three
immediately preceding non-overlapping four-quarter periods equals or  
exceeds the sum of the minimum quarterly distributions on all of the  
   outstanding common units and subordinated units during those periods on a
    fully diluted basis and the related distribution on the 2% general partner
interest during those periods; and                                    

   (3) there are no arrearages in payment of the minimum quarterly
distribution on the common units.                                     

    Before the end of the subordination period, half of the subordinated units
(up to 3,206,538 subordinated units) will convert into common units on a        
one-for-one basis on the first day after the record date established for the    
distribution for any quarter ending on or after September 30, 2003, if at the   
end of the applicable quarter each of the following three events occurs:        

     (1) distributions of Available Cash from Operating Surplus on the
common units and the subordinated units equal or exceed the sum of the
    minimum quarterly distributions on all of the outstanding common units and
subordinated units for each of the three non-overlapping four-quarter 
periods immediately preceding that date;                              

       (2) the Adjusted Operating Surplus generated during each of the two
immediately preceding non-overlapping four-quarter periods equals or  
  exceeds 110% of the sum of the minimum quarterly distributions on all of
     the outstanding common units and subordinated units during those periods on
a fully diluted basis and the related distribution on the 2% general  
partner interest during those periods; and                            

   (3) there are no arrearages in payment of the minimum quarterly
distribution on the common units.                                     

   For purposes of determining whether the criteria in each clause (2) above
has been satisfied, Adjusted Operating Surplus will be adjusted upwards or      
downwards if the conflicts committee of the board of directors of the managing  
general partner determines in good faith that the estimated amount of           
maintenance capital expenditures used in the determination of Adjusted Operating
Surplus in either clause (2) was materially incorrect, based on circumstances   
prevailing at the time of original determination of the estimate for any one or 
more of the preceding three four-quarter periods.                               

 Upon expiration of the subordination period, all remaining subordinated
units will convert into common units on a one-for-one basis and will then       
participate, pro rata, with the other common units in distributions of Available
Cash. In addition, if the managing general partner is removed as managing       
general partner of Alliance Resource Partners under circumstances where cause   
does not exist and units held by the general partners and their affiliates are  
not voted in favor of that removal:                                             

          (1) the subordination period will end and all outstanding subordinated
  units will immediately convert into common units on a one-for-one basis;

   (2) any existing arrearages in payment of the minimum quarterly
distribution on the common units will be extinguished; and            

       (3) the managing general partner will have the right to convert its
    general partner interest and its incentive distribution rights into common
units or to receive cash in exchange for those interests.             

INCENTIVE DISTRIBUTION RIGHTS                                                   

    Incentive distribution rights represent the right to receive an increasing
percentage of quarterly distributions of Available Cash from Operating Surplus  
after the minimum quarterly distribution and the target distribution levels have
been achieved. The managing general partner currently holds the incentive       
distribution rights, but may transfer these rights separately from its general  
partner interest, subject to restrictions in the partnership agreement. The     
target distribution levels are the amounts of Available Cash                    

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from Operating Surplus distributed in excess of the payments made for the       
minimum quarterly distribution and arrearages on the common units, if any, and  
the related 2% distribution to the general partners.                            

If for any quarter:                                                   

        (1) we have distributed Available Cash from Operating Surplus to the
common and subordinated unitholders in an amount equal to the minimum 
quarterly distribution; and                                           

    (2) we have distributed Available Cash from Operating Surplus on
     outstanding common units in an amount necessary to eliminate any cumulative
arrearages in payment of the minimum quarterly distribution;          

then, we will distribute any additional Available Cash from Operating Surplus   
for that quarter among the unitholders and the general partners in the following
manner:                                                                         

   - First, 98% to all unitholders and 2% to the general partners, pro rata,
     until each unit has received a total of $0.55 per unit for that quarter
(the "First Target Distribution");                                

     - Second, 85% to all unitholders, pro rata, 2% to the general partners, pro
      rata, and 13% to the managing general partner, until each unitholder has
      received a total of $0.625 per unit for that quarter (the "Second Target
Distribution");                                                   

    - Third, 75% to all unitholders, pro rata, 2% to the general partners, pro
      rata, and 23% to the managing general partner, until each unitholder has
    received a total of $0.75 per unit for that quarter (the "Third Target
Distribution"); and                                               

   - Thereafter, 50% to all units, pro rata, 2% to the general partners, pro
rata, and 48% to the managing general partner.                    

In each case, the amount of the Target Distribution set forth above is exclusive
of any distributions to common unitholders to eliminate any cumulative          
arrearages in payment of the minimum quarterly distribution on the common units.

     The following table illustrates the amount of Available Cash from Operating
Surplus that would be distributed on a yearly basis to the unitholders and the  
general partners at each of the target distribution levels. This table is based 
on the 8,969,335 common units and the 6,413,075 subordinated units to be        
outstanding immediately after the offering and assumes that there are no        
arrearages in payment of the minimum quarterly distribution on the common units.
The "Percentage" columns under "Yearly Distributions" in the table below show   
the percentage interest of the unitholders and the general partners in Available
Cash from Operating Surplus that would be distributed on a yearly basis between 
the indicated target distribution levels. The "Amount" columns under "Yearly    
Distribution" in the table below show the cumulative amount that would be       
distributed on a yearly basis to the unitholders and the general partners if    
Available Cash from Operating Surplus equaled the indicated target distribution 
level.                                                                          

                                                        [Enlarge/Download Table]

                                                                      YEARLY DISTRIBUTIONS                     
                                                 --------------------------------------------------------------
                                                       UNITHOLDERS            GENERAL PARTNERS         TOTAL   
                                    QUARTERLY    -----------------------   -----------------------   ----------
                                    AMOUNT PER     AMOUNT                    AMOUNT                    AMOUNT  
TARGET DISTRIBUTION                    UNIT      (MILLIONS)   PERCENTAGE   (MILLIONS)   PERCENTAGE   (MILLIONS)
-------------------                ------------  ----------   ----------   ----------   ----------   ----------
                                                                                                               
Minimum Quarterly Distribution....        $0.50    $30.8          98%         $0.6           2%        $31.4   
First Target Distribution.........         0.55     33.8          98           0.7           2          34.5   
Second Target Distribution........        0.625     38.5          85           1.5          15          40.0   
Third Target Distribution.........         0.75     46.1          75           4.1          25          50.2   
Thereafter........................  above $0.75                   50                        50                 

The amounts and percentages shown under "Yearly Distributions -- General        
Partner" include the general partners' combined 2% general partner interest and 
the managing general partner's incentive distribution rights. The amounts and   
percentages shown under "Yearly Distributions -- Unitholders" include amounts   

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distributable on both the common units and the subordinated units. Assuming the 
special general partner continues to own 6,413,075 subordinated units and other 
persons own 8,969,335 common units, the special general partner will receive, in
the aggregate, 41.7% of each amount shown as distributable to common and        
subordinated unitholders.                                                       

DISTRIBUTIONS FROM CAPITAL SURPLUS                                              

  We will make distributions of Available Cash from Capital Surplus in the
following manner:                                                               

    - First, 98% to all unitholders, pro rata, and 2% to the general partners,
      pro rata, until we have distributed for each common unit that was issued
      in this offering, an amount of Available Cash from Capital Surplus equal
to the initial public offering price;                             

  - Second, 98% to the common unitholders, pro rata, and 2% to the general
     partners, pro rata, until we have distributed for each common unit that
  was issued in the offering, an amount of Available Cash from Capital
Surplus equal to any unpaid arrearages in payment of the minimum  
quarterly distribution on the common units; and                   

     - Thereafter, all distributions of Available Cash from Capital Surplus will
be distributed as if they were from Operating Surplus.            

  When a distribution is made from Capital Surplus, it is treated as if it
were a repayment of the unit price from this initial public offering. To reflect
repayment, we will adjust the minimum quarterly distribution and the target     
distribution levels downward by multiplying each amount by a fraction. This     
fraction is determined as follows:                                              

    - the numerator is the unrecovered initial public unit price of the common
units immediately after giving effect to the repayment; and       

     - the denominator is the unrecovered initial unit price of the common units
immediately before the repayment.                                 

The unrecovered initial unit price is generally the initial public offering     
price per unit less any distributions from Capital Surplus.                     

This adjustment to the minimum quarterly distribution may make it more
likely that subordinated units will be converted into common units, whether upon
the termination of the subordination period or the early conversion of some     
subordinated units. This adjustment may also accelerate the dates at which these
conversions occur.                                                              

     A "payback" of the unit price from this initial public offering occurs when
the unrecovered initial unit price of the common units is zero. At that time,   
the minimum quarterly distribution and the target distribution levels each will 
have been reduced to zero. All distributions of Available Cash from all sources 
after that time will be treated as if they were from Operating Surplus. Because 
the minimum quarterly distribution and the target distribution levels will have 
been reduced to zero, the managing general partner, in its capacity as holder of
the incentive distribution rights, will then be entitled to receive 48% of all  
distributions of Available Cash. This is in addition to any distributions to    
which it may be entitled as a holder of units or its general partner interest.  

  Distributions from Capital Surplus will not reduce the minimum quarterly
distribution or target distribution levels for the quarter in which they are    
distributed. We do not anticipate that there will be significant distributions  
from Capital Surplus.                                                           

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ADJUSTMENT OF MINIMUM QUARTERLY DISTRIBUTION AND TARGET DISTRIBUTION LEVELS     

    In addition to adjustments made upon a distribution of Available Cash from
Capital Surplus, we will adjust the following proportionately upward or         
downward, as appropriate, if any combination or subdivision of units should     
occur:                                                                          

(1) the minimum quarterly distribution;                     

(2) the target distribution levels;                         

(3) the unrecovered initial unit price;                     

     (4) the number of additional common units issuable during the
subordination period without a unitholder vote;         

  (5) the number of common units issuable upon conversion of the
subordinated units; and                                               

(6) other amounts calculated on a per unit basis.           

For example, if a two-for-one split of the common units should occur, the       
minimum quarterly distribution, the target distribution levels and the          
unrecovered initial unit price would each be reduced to 50% of its initial      
level. We will not make any adjustment by reason of the issuance of additional  
units for cash or property.                                                     

We may also adjust the minimum quarterly distribution and target      
distribution levels if legislation is enacted or if existing law is modified or 
interpreted in a manner that causes us, the intermediate partnership or the     
operating subsidiary to become taxable as a corporation or otherwise subject to 
taxation as an entity for federal, state or local income tax purposes. In this  
event, the minimum quarterly distribution and target distribution levels for    
each quarter after that time would be reduced to amounts equal to the product   
of:                                                                             

 (1) the minimum quarterly distribution and each of the target
distribution levels; multiplied by                                    

(2) one minus the sum of:                                   

          (x) the highest marginal federal corporate income tax rate which
could apply; plus                                               

          (y) any increase in the effective overall state and local income
tax rate that would have been applicable to us, the intermediate
      partnership or the operating subsidiary in the preceding calendar year
       as a result of the new imposition of the entity level tax, after taking
      into account the benefit of any deduction allowable for federal income
      tax purposes for the payment of state and local income taxes, but only
      to the extent of the increase in rates resulting from that legislation
or interpretation.                                              

For example, assuming we are not previously subject to state and local income   
tax, if we were to become taxable as an entity for federal income tax purposes  
and we became subject to a maximum marginal federal, and effective state and    
local, income tax rate of 38%, then the minimum quarterly distribution and the  
target distribution levels would each be reduced to 62% of the amount thereof   
immediately before the adjustment.                                              

DISTRIBUTIONS OF CASH UPON LIQUIDATION                                          

Following the beginning of our dissolution and during the process of  
selling all our assets, we will sell or otherwise dispose of assets and the     
partners' capital account balances will be adjusted to reflect any resulting    
gain or loss. Our dissolution and the process of selling all of our assets is   
referred to as "liquidation." The proceeds of liquidation will first be applied 
to the payment of our creditors in the order of priority provided in the        
partnership agreement and by law. After that, we will distribute the proceeds to
the unitholders and the general partners in accordance with their capital       
account balances, as so adjusted.                                               

Partners are entitled to liquidating distributions in accordance with 
capital account balances. The allocations of gains and losses upon liquidation  
are intended, to the extent possible, to entitle the holders of outstanding     
common units to a preference over the holders of outstanding subordinated units 
upon the                                                                        

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liquidation of Alliance Resource Partners, to the extent required to permit     
common unitholders to receive their unrecovered initial unit price plus any     
unpaid arrearages in payment of the minimum quarterly distribution on the common
units. Thus, net losses recognized upon liquidation of Alliance Resource        
Partners will be allocated to the holders of the subordinated units to the      
extent of their capital account balances before any loss is allocated to the    
holders of the common units. Also net gains recognized upon liquidation will be 
allocated first to restore negative balances in the capital accounts of the     
general partners and any unitholders and then to the common unitholders until   
their capital account balances equal their unrecovered initial unit price plus  
unpaid arrearages in payment of the minimum quarterly distribution of the common
units. However, we cannot assure you that there will be sufficient gain upon    
liquidation of Alliance Resource Partners to enable the holders of common units 
to fully recover all of these amounts, even though there may be cash available  
for distribution to the holders of subordinated units. Any further net gain as  
recognized upon liquidation will be allocated in a manner that takes into       
account the incentive distribution rights of the managing general partner.      

   The manner of the adjustment is as provided in the partnership agreement.
If our liquidation occurs before the end of the subordination period, we will   
allocate any gain, or unrealized gain attributable to assets distributed in     
kind, to the partners in the following manner:                                  

     - First, to the general partners and the holders of units who have negative
      balances in their capital accounts to the extent of and in proportion to
those negative balances;                                          

  - Second, 98% to the common unitholders, pro rata, and 2% to the general
   partners, pro rata, until the capital account for each common unit is
equal to the sum of:                                              

     (1) the unrecovered initial unit price for that common unit; plus

        (2) the amount of the minimum quarterly distribution for the quarter
during which our liquidation occurs; plus                             

 (3) any unpaid arrearages in payment of the minimum quarterly
distribution on that common unit;                                     

- Third, 98% to the subordinated unitholders, pro rata, and 2% to the 
general partners, pro rata, until the capital account for each    
subordinated unit is equal to the sum of:                         

         (1) the unrecovered initial unit price on that subordinated unit; and

        (2) the amount of the minimum quarterly distribution for the quarter
during which our liquidation occurs;                                  

     - Fourth, 98% to all unitholders, pro rata, and 2% to the general partners,
     pro rata, until there has been allocated under this paragraph an amount
per unit equal to:                                                

       (1) the sum of the excess of the First Target Distribution per unit
  over the minimum quarterly distribution per unit for each quarter of our
existence; less                                                       

        (2) the cumulative amount per unit of any distributions of Available
     Cash from Operating Surplus in excess of the minimum quarterly distribution
 per unit that was distributed 98% to the units, pro rata, and 2% to the
general partners, pro rata, for each quarter of our existence;        

    - Fifth, 85% to all unitholders, pro rata, 2% to the general partners, pro
rata and 13% to the managing general partner, until there has been
allocated under this paragraph an amount per unit equal to:       

        (1) the sum of the excess of the Second Target Distribution per unit
over the First Target Distribution per unit for each quarter of our   
existence; less                                                       

        (2) the cumulative amount per unit of any distributions of Available
    Cash from Operating Surplus in excess of the First Target Distribution per
unit that was distributed 85% to the units,                           

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 pro rata, 2% to the general partners, pro rata, and 13% to the managing
general partner for each quarter of our existence;                    

    - Sixth, 75% to all unitholders, pro rata, 2% to the general partners, pro
 rata, and 23% to the managing general partner, until there has been
allocated under this paragraph an amount per unit equal to:       

       (1) the sum of the excess of the Third Target Distribution per unit
over the Second Target Distribution per unit for each quarter of our  
existence; less                                                       

        (2) the cumulative amount per unit of any distributions of Available
     Cash from Operating Surplus in excess of the Second Target Distribution per
 unit that was distributed 75% to the units, pro rata, 2% to the general
partners, pro rata, and 23% to the managing general partner for each  
quarter of our existence; and                                         

     - Thereafter, 50% to all unitholders, pro rata, 2% to the general partners,
pro rata, and 48% to the managing general partner.                

  If the liquidation occurs after the end of the subordination period, the
distinction between common units and subordinated units will disappear, so that 
clause (3) of the second priority above and all of the third priority above will
no longer be applicable.                                                        

  Upon our liquidation, we will generally allocate any loss to the general
partners and the unitholders in the following manner:                           

     - First, 98% to holders of subordinated units in proportion to the positive
    balances in their capital accounts and 2% to the general partners, pro
       rata, until the capital accounts of the holders of the subordinated units
have been reduced to zero;                                        

    - Second, 98% to the holders of common units in proportion to the positive
    balances in their capital accounts and 2% to the general partners, pro
  rata, until the capital accounts of the common unitholders have been
reduced to zero; and                                              

- Thereafter, 100% to the general partners, pro rata.                 

  If the liquidation occurs after the end of the subordination period, the
distinction between common units and subordinated units will disappear, so that 
all of the first priority above will no longer be applicable.                   

  In addition, we will make interim adjustments to capital accounts at the
time we issue additional interests in Alliance Resource Partners or make        
distributions of property. These adjustments will be based on the fair market   
value of the interests or the property distributed. We will allocate any gain or
loss resulting from the adjustments to the unitholders and the general partners 
in the same manner as gain or loss is allocated upon liquidation. In the event  
that positive interim adjustments are made to the capital accounts, any later   
negative adjustments to the capital accounts resulting from the issuance of     
additional Alliance Resource Partners' interests, our distributions of property 
or upon our liquidation, will be allocated in a manner which results, to the    
extent possible, in the capital account balances of the general partners        
equaling the amount which would have been the general partners' capital account 
balances if no earlier positive adjustments to the capital accounts have been   
made.                                                                           

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CASH AVAILABLE FOR DISTRIBUTION 

 We believe that, following completion of the offering, we will generate
sufficient Available Cash from Operating Surplus (each as defined in our        
glossary) for each quarter through December 31, 2000 to allow us to make the    
full minimum quarterly distribution on all the outstanding units. The inclusion 
of this belief does not constitute an undertaking that we will provide updates  
based on future developments. Available Cash for any quarter will consist       
generally of all cash on hand at the end of that quarter, plus Working Capital  
Borrowings after the end of the quarter, as adjusted for reserves. The          
definition of Available Cash is in the glossary. Operating Surplus generally    
consists of cash on hand at closing, cash generated from operations after       
deducting related expenditures and other items, plus working capital borrowings 
after the end of the quarter, plus $20 million.                                 

    Assumptions. Our belief is based on a number of assumptions, including the
assumptions that:                                                               

       (1) we will experience productivity levels in line with our current
performance;                                                          

          (2) we will not experience any material decline in the margins we earn
from the sale of our coal;                                            

     (3) we will not experience any unanticipated loss of, or material
changes in the terms for, any significant customer contracts;         

         (4) we will not experience any unanticipated increases in labor costs
or adverse changes in work rules;                                     

    (5) we will not be obligated to pay any unexpected cash payments
 associated with post-mine reclamation, workers' compensation claims, or
environmental litigation or cleanup;                                  

(6) we will not have any major mine-related accidents or    
interruptions; and                                                    

          (7) we will not experience a major adverse change in the domestic coal
industry, in the electric utility industry, or in general economic    
conditions.                                                           

     Although we believe our assumptions are reasonable, most of our assumptions
are not within our control and cannot be predicted with any degree of certainty.
If our assumptions are not realized, the actual Available Cash from Operating   
Surplus that we generate could be substantially less than that currently        
expected and could, therefore, be insufficient to permit us to make cash        
distributions at the levels described above. Accordingly, we cannot assure you  
that distributions of the minimum quarterly distribution or any other amounts   
will be made.                                                                   

Alliance Resource Partners' Pro Forma Available Cash. The amount of   
Available Cash constituting Operating Surplus needed to pay the minimum         
quarterly distribution for one quarter and for four quarters on the common      
units, the subordinated units and the general partner interests to be           
outstanding immediately after the transactions is approximately:                

                                                                [Download Table]

                                                             ONE         FOUR  
                                                           QUARTER     QUARTERS
                                                           --------    --------
                                                              (IN THOUSANDS)   
                                                                               
Common units.............................................   $4,485     $17,939 
Subordinated units.......................................    3,207      12,826 
Combined 2% general partner interest.....................      157         628 
                                                            ------     ------- 
          Total..........................................   $7,849     $31,393 
                                                            ======     ======= 

 If we had completed the transactions contemplated in this prospectus on
January 1, 1998, pro forma Available Cash from Operating Surplus generated      
during 1998 would have been approximately $16.6 million. This amount would have 
been sufficient to allow us to pay approximately 90% of the minimum quarterly   
distribution on the common units and would have been insufficient to make a     
distribution on the subordinated units. Consistent with the requirements of the 
partnership agreement, in calculating pro forma Available Cash from Operating   
Surplus, we have deducted $18 million of maintenance capital expenditures. This 
amount represents the average maintenance capital expenditures which we         
determined would have been appropriate for our level of operations in 1998.     

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Our financial performance in 1998 was adversely affected by a net loss
incurred in connection with the temporary suspension of operations at           
Pontiki/Excel in the second half of 1998. If we:                                

- add back the $5.2 million unusual net loss at Pontiki/Excel;        

    - add back $2.6 million in interest income which would have been generated
from the U.S. Treasury notes we are obligated to purchase with the
proceeds of the term loan;                                        

- subtract $5.5 million of additional maintenance capital expenditures
       which we believe will be appropriate for our targeted level of operations
for the four quarters following completion of this offering; and  

     - subtract $1 million in additional annual administrative expense we expect
to incur as a public entity, then                                 

our pro forma Available Cash from Operating Surplus would have been             
approximately $17.9 million. This amount would have been sufficient to allow us 
to pay approximately 98% of the minimum quarterly distribution on the common    
units and would have been insufficient to allow us to make a distribution on the
subordinated units.                                                             

If we had completed the transaction contemplated in this prospectus on
January 1, 1999, pro forma Available Cash from Operating Surplus generated      
during the first quarter of 1999 would have been approximately $5.3 million.    
This amount would have been sufficient to allow us to pay the minimum quarterly 
distribution on the common units and a portion of the minimum quarterly         
distribution on the subordinated units.                                         

 Consistent with the adjustments described above, if we recognize higher
levels of maintenance capital expenditures and administrative expenses and      
interest income generated by the U.S. Treasury notes expected to be appropriate 
for the quarter, our pro forma Available Cash from Operating Surplus for the    
first quarter of 1999 would have been $5.1 million, which amount would have been
sufficient to allow us to pay the minimum quarterly distribution on the common  
units and a portion of the minimum quarterly distribution on the subordinated   
units.                                                                          

In 1998 and early 1999, our financial performance was also adversely  
impacted by low productivity at Hopkins County Coal as well as the closing and  
subsequent reopening of Pontiki/Excel. Based on the performance of our          
operations at current production levels, we believe we would have generated     
sufficient operating surplus to make the minimum quarterly distribution on the  
common units, the subordinated units and the 2% general partner interest for the
twelve-month period ended December 31, 1998 and the three-month period ended    
March 31, 1999.                                                                 

   We derived the amounts of pro forma Available Cash from Operating Surplus
shown above from our pro forma financial statements in the manner described in  
Appendix D. The pro forma adjustments are based upon currently available        
information and specific estimates and assumptions. The pro forma financial     
statements do not purport to present our results of operations had the          
transactions contemplated in this prospectus actually been completed as of the  
dates indicated. Furthermore, Available Cash from Operating Surplus as defined  
in the partnership agreement is a cash accounting concept, while our pro forma  
financial statements have been prepared on an accrual basis. As a result, the   
amount of pro forma Available Cash from Operating Surplus should only be viewed 
as a general indication of the amount of Available Cash from Operating Surplus  
that we might have generated had Alliance Resource Partners been formed in      
earlier periods. For definitions of Available Cash and Operating Surplus, see   
the glossary.                                                                   

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SELECTED HISTORICAL AND PRO FORMA FINANCIAL AND OPERATING 
DATA OF ALLIANCE RESOURCE PARTNERS

    The following table sets forth selected historical and pro forma financial
and operating data of Alliance Resource Partners for the periods and at the     
dates indicated. Effective August 1, 1996, we were acquired in a business       
combination using the purchase method of accounting, and the purchase price was 
allocated to the assets acquired and liabilities assumed based on their fair    
value. Accordingly, the predecessor financial data is not necessarily comparable
to the successor financial data. Our selected historical financial data below as
of and for the seven months ended July 31, 1996 for the predecessor entity, the 
five months ended December 31, 1996, and the years ended December 31, 1997 and  
1998 for the successor entity is derived from our audited financial statements. 
The selected historical financial data below as of and for the years ended      
December 1994 and 1995 and for the three-month periods ended March 31, 1998 and 
1999 is derived from our unaudited financial statements. In our opinion, each of
the unaudited financial statements includes all adjustments, consisting only of 
normal recurring adjustments, necessary for a fair presentation of the results  
of the unaudited periods. The results of operations for the interim periods are 
not necessarily indicative of the results for a full year. The pro forma balance
sheet data below assumes that the offering and the transactions occurred as of  
March 31, 1999. The summary pro forma financial and operating data below for the
year ended December 31, 1998 and the three months ended March 31, 1999 are      
derived from our unaudited pro forma financial statements and assumes this      
offering and the related transactions occurred on January 1, 1998. This table is
derived from, should be read in conjunction with, and is qualified in its       
entirety by reference to our historical and pro forma financial statements and  
the accompanying notes. The amounts in the table below, except for the per unit 
data and the per ton information, are in millions.                              

                                                        [Enlarge/Download Table]

                                                  PREDECESSOR                             SUCCESSOR                  
                                           --------------------------   ---------------------------------------------

                                                              SEVEN         FIVE                                     
                                             YEAR ENDED       MONTHS       MONTHS        YEAR ENDED       PRO FORMA  
                                            DECEMBER 31,      ENDED        ENDED        DECEMBER 31,      YEAR ENDED 
                                           ---------------   JULY 31,   DECEMBER 31,   ---------------   DECEMBER 31,
                                            1994     1995      1996         1996        1997     1998        1998    
                                           ------   ------   --------   ------------   ------   ------   ------------
                                                                                                                     
STATEMENT OF OPERATIONS:                                                                                             
Sales and operating revenues                                                                                         
 Coal sales............................... $278.6   $294.6..  $184.1       $133.9      $305.3   $357.4      $357.4   
 Other sales and operating revenues.......    4.5     16.4       7.5          4.4         8.5      4.5         4.5   
                                           ------   ------    ------       ------      ------   ------      ------   
       Total revenues.....................  283.1    311.0     191.6        138.3       313.8    361.9       361.9   
                                           ------   ------    ------       ------      ------   ------      ------   
Expenses                                                                                                             
 Operating expenses.......................  183.4    173.1     110.7         79.2       197.4    237.6       237.6   
 Outside purchases........................   43.5     69.7      45.7         34.7        49.8     51.2        51.2   
 General and administrative...............   10.5     10.9       7.3          5.9        15.4     15.3        15.3   
 Depreciation, depletion and                                                                                         
   amortization...........................   25.7     24.8       7.7         11.9        33.7     39.8        39.8   
 Interest expense.........................     --       --        --           --          --      0.2        19.2   
 Unusual items(1).........................     --    107.5        --           --          --      5.2         5.2   
                                           ------   ------    ------       ------      ------   ------      ------   
       Total expenses.....................  263.1    386.0     171.4        131.7       296.3    349.3       368.3   
                                           ------   ------    ------       ------      ------   ------      ------   
Income (loss) from operations.............   20.0    (75.0)     20.2          6.6        17.5     12.6        (6.4)  
Other income (expense)....................     --       --        --          0.3         0.5     (0.1)       (0.1)  
                                           ------   ------    ------       ------      ------   ------      ------   
Income (loss) before income taxes.........   20.0    (75.0)     20.2          6.9        18.0     12.5        (6.5)  
Income tax expense (benefit)..............    3.5    (32.2)      5.5         (0.9)        4.3      3.8          --   
                                           ------   ------    ------       ------      ------   ------      ------   
Net income (loss)(2)...................... $ 16.5   $(42.8)   $ 14.7       $  7.8      $ 13.7   $  8.7      $ (6.5)  
                                           ======   ======    ======       ======      ======   ======      ======   
Pro forma net income (loss)                                                                                          
 per unit.................................                                                                  $(0.42)  
                                                                                                            ======   
BALANCE SHEET DATA:                                                                                                  
Working capital(3)........................ $ 22.9   $ 32.4    $ 24.6       $ 15.9      $ 10.3   $  7.1               
Total assets..............................  326.4    254.9     270.7        262.0       245.8    261.1               
Long-term debt............................     --       --        --           --         1.9      1.7               
Total liabilities.........................  114.7     83.9      85.0         85.8        87.0    108.3               
Net Parent investment.....................  211.7    171.0     185.7        176.2       158.8    152.8               
Partners' equity (deficit)................     --       --        --           --          --       --          --   


                                                     SUCCESSOR                                                       
                                           ------------------------------                                            
                                                              PRO FORMA                                              
                                            THREE MONTHS        THREE                                                
                                                ENDED           MONTHS                                               
                                              MARCH 31,         ENDED                                                
                                           ---------------    MARCH 31,                                              
                                            1998     1999        1999                                                
                                           ------   ------   ------------                                            
                                                                                                                     
STATEMENT OF OPERATIONS:                                                                                             
Sales and operating revenues                                                                                         
 Coal sales............................... $ 87.2   $ 82.8      $ 82.8                                               
 Other sales and operating revenues.......    1.1      0.3         0.3                                               
                                           ------   ------      ------                                               
       Total revenues.....................   88.3     83.1        83.1                                               
                                           ------   ------      ------                                               
Expenses                                                                                                             
 Operating expenses.......................   58.5     56.8        56.8                                               
 Outside purchases........................   11.0      8.5         8.5                                               
 General and administrative...............    4.2      3.6         3.6                                               
 Depreciation, depletion and                                                                                         
   amortization...........................    9.9      9.9         9.9                                               
 Interest expense.........................     --       --         4.8                                               
 Unusual items(1).........................     --       --          --                                               
                                           ------   ------      ------                                               
       Total expenses.....................   83.6     78.8        83.6                                               
                                           ------   ------      ------                                               
Income (loss) from operations.............    4.7      4.3        (0.5)                                              
Other income (expense)....................    0.1      0.5         0.5                                               
                                           ------   ------      ------                                               
Income (loss) before income taxes.........    4.8      4.8          --                                               
Income tax expense (benefit)..............    1.5      1.5          --                                               
                                           ------   ------      ------                                               
Net income (loss)(2)...................... $  3.3   $  3.3      $   --                                               
                                           ======   ======      ======                                               
Pro forma net income (loss)                                                                                          
 per unit.................................                      $   --                                               
                                                                ======                                               
BALANCE SHEET DATA:                                                                                                  
Working capital(3)........................ $ 19.5   $ 13.5      $ 60.5                                               
Total assets..............................  281.7    264.8       315.8                                               
Long-term debt............................    1.9      1.7       230.3                                               
Total liabilities.........................  110.3    109.6       334.7                                               
Net Parent investment.....................  171.4    155.2          --                                               
Partners' equity (deficit)................     --       --       (18.9)                                              

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                                                        [Enlarge/Download Table]

                                                  PREDECESSOR                             SUCCESSOR                  
                                           --------------------------   ---------------------------------------------

                                                              SEVEN         FIVE                                     
                                             YEAR ENDED       MONTHS       MONTHS        YEAR ENDED       PRO FORMA  
                                            DECEMBER 31,      ENDED        ENDED        DECEMBER 31,      YEAR ENDED 
                                           ---------------   JULY 31,   DECEMBER 31,   ---------------   DECEMBER 31,
                                            1994     1995      1996         1996        1997     1998        1998    
                                           ------   ------   --------   ------------   ------   ------   ------------
                                                                                                                     
OTHER OPERATING DATA:                                                                                                
Tons sold.................................   10.0     10.9       6.9          5.1        12.4     15.1        15.1   
Tons produced.............................    8.5      8.8       5.3          3.9        10.9     13.4        13.4   
Revenues per ton sold..................... $28.31   $28.53    $27.77       $27.12      $25.31   $23.97      $23.97   
Cost per ton sold(4)...................... $23.74   $23.28    $23.72       $23.49      $21.18   $20.14      $20.14   
OTHER FINANCIAL DATA:                                                                                                
EBITDA(5)................................. $ 45.7   $(50.2)   $ 27.9       $ 18.8      $ 51.7   $ 52.5      $ 52.5   
Net cash provided by operating                                                                                       
 activities...............................   37.9     16.0      16.7         23.0        53.2     50.5               
Net cash used in investing activities.....  (16.4)   (17.7)    (16.7)       (13.0)      (22.4)   (35.6)              
Net cash provided by (used in) financing                                                                             
 activities...............................  (21.5)     1.7        --        (10.0)      (30.8)   (14.9)              
Maintenance capital expenditures(6).......   16.3     14.9      10.8          2.7        15.2     17.2        17.2   
Expansion and other capital                                                                                          
 expenditures(6)..........................    1.2      2.9       5.9         10.3         7.2     18.6        18.6   
Total capital expenditures................   17.5     17.8      16.7         13.0        22.4     35.8        35.8   


                                                     SUCCESSOR                                                       
                                           ------------------------------                                            
                                                              PRO FORMA                                              
                                            THREE MONTHS        THREE                                                
                                                ENDED           MONTHS                                               
                                              MARCH 31,         ENDED                                                
                                           ---------------    MARCH 31,                                              
                                            1998     1999        1999                                                
                                           ------   ------   ------------                                            
                                                                                                                     
OTHER OPERATING DATA:                                                                                                
Tons sold.................................    3.6      3.6         3.6                                               
Tons produced.............................    3.5      3.6         3.6                                               
Revenues per ton sold..................... $24.53   $23.08      $23.08                                               
Cost per ton sold(4)...................... $20.47   $19.14      $19.14                                               
OTHER FINANCIAL DATA:                                                                                                
EBITDA(5)................................. $ 14.7   $ 14.7      $ 14.7                                               
Net cash provided by operating                                                                                       
 activities...............................    4.1      6.3                                                           
Net cash used in investing activities.....  (13.3)    (5.4)                                                          
Net cash provided by (used in) financing                                                                             
 activities...............................    9.2     (0.9)                                                          
Maintenance capital expenditures(6).......    4.8      5.0         5.0                                               
Expansion and other capital                                                                                          
 expenditures(6)..........................    8.5      0.7         0.7                                               
Total capital expenditures................   13.3      5.7         5.7                                               

---------------                                                                 

(1) Represents impairment of long lived assets in 1995 and the net loss incurred
 during the temporary closing of one of our mining complexes in the second
half of 1998. The impairment of long-lived assets in 1995 represents the
impairment loss recorded in accordance with Statement of Financial      
  Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
  Assets and for Long-Lived Assets to Be Disposed Of" to reduce the net book
value of the predecessor entity to the estimated purchase price, net of 
   related transaction fees, from the sale to The Beacon Group and management.
    The letter of intent for the sale was entered into in December 1995, and the
related stock purchase agreement was finalized with an effective date   
beginning August 1, 1996.                                               

(2) In calculating pro forma net income (loss), we have not included interest   
   income that we would have received from the U.S. Treasury notes that we are
required to purchase with the proceeds of our term loan facility. The   
  interest cost associated with the term loan borrowings is reflected in our
pro forma adjustments. Had interest from the U.S. Treasury notes been   
  included, interest income of $2.6 million and $0.7 million would have been
 generated for the year ended December 31, 1998 and the three months ended
March 31, 1999, respectively.                                           

(3) Excludes accounts receivable from affiliates for the predecessor company.   
The successor company did not have any of these receivables.            

(4) Cost per ton is based on the total of operating expenses, outside purchases 
and general and administrative expenses divided by tons sold.           

(5) EBITDA is defined as income (loss) before interest expense, income taxes and
 depreciation, depletion and amortization. EBITDA has not been adjusted to
    add back unusual items. EBITDA should not be considered as an alternative to
net income, income (loss) before income taxes, cash flows from operating
activities or any other measure of financial performance presented in   
accordance with generally accepted accounting principles. EBITDA is not 
  intended to represent cash flow and does not represent the measure of cash
available for distribution, but provides additional information for     
evaluating our ability to make the minimum quarterly distribution.      

(6) Maintenance capital expenditures shown in this table reflect our historical 
designation of maintenance capital expenditures. Under the partnership  
agreement, certain of the expenditures shown under expansion and other  
 capital expenditures will be treated as maintenance capital expenditures.
    For the definition of maintenance capital expenditures and expansion capital
expenditures under the partnership agreement, see "Cash Distribution    
Policy -- Maintenance and Expansion Capital Expenditures."              

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
AND RESULTS OF OPERATIONS 

The following discussion of the financial condition and results of    
operations for Alliance Resource Partners and its predecessor entities should be
read in conjunction with the historical and pro forma financial statements and  
notes thereto included elsewhere in this prospectus. For more detailed          
information regarding the basis of presentation for the following financial     
information, see the notes to the pro forma and historical financial statements.

   We are a diversified producer and marketer of coal to major United States
utilities and industrial users. We began mining operations in 1971 and since    
then have grown through acquisitions and internal development to become the     
eighth largest coal producer in the eastern United States. In 1998, our total   
production was 13.4 million tons and our total sales were 15.1 million tons. The
coal we produced in 1998 was approximately 18% low-sulfur coal, 23%             
medium-sulfur coal and 59% high-sulfur coal.                                    

At March 31, 1999, we had 407 million tons of proven and probable coal
reserves in Illinois, Indiana, Kentucky, Maryland and West Virginia. We believe 
we control adequate reserves to implement our currently contemplated mining     
plan. In addition, there are substantial unleased reserves on adjacent          
properties that we intend to acquire or lease as our mining operations approach 
these areas.                                                                    

In 1998, approximately 84% of our production was consumed by electric 
utilities with the balance consumed by cogeneration plants and industrial users.
Our largest customers in 1998 were Tennessee Valley Authority, Seminole Electric
Cooperative and Virginia Electric Power Company. We have had relationships with 
each of these customers for at least 15 years. In 1998, approximately 75% of our
sales tonnage, including approximately 84% of our medium- and high-sulfur coal  
sales tonnage, was sold under long-term contracts. The balance of our sales were
made on the spot market. In June 1999, we entered into a long-term contract to  
provide 23 million tons of low-sulfur coal to a subsidiary of Cinergy through   
December 2012. Our long-term contracts contribute to our stability and          
profitability by providing greater predictability of sales volumes and sales    
prices. As of June 30, 1999, our significant long-term contracts represented    
total commitments of approximately 97.5 million tons of coal. In 1998, over 90% 
of our medium- and high-sulfur coal was sold to utility plants with installed   
pollution control devices, also known as scrubbers, to remove sulfur dioxide.   

One of our business strategies is to continue to make productivity    
improvements to be a low cost producer in each region in which we operate. Our  
principal expenses related to the production of coal are labor and benefits,    
materials and supplies, maintenance, royalties and excise taxes. Unlike most of 
our competitors in the eastern United States, we employ a totally union-free    
work force. Many of the benefits of the union-free work force are not           
necessarily reflected in direct costs, but are related to higher productivity.  
In addition, while we do not pay our customers' transportation costs, they may  
be a substantial, and often the determining factor in a coal consumer's         
contracting decision. Our mining operations are located near many of the major  
eastern utility generating plants and on major coal hauling railroads in the    
eastern United States. We believe this gives us a transportation cost advantage 
compared to many of our competitors.                                            

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The following table sets forth production data and reserve information
about each of our mining complexes.                                             

                                                                [Download Table]

                                                               TOTAL               
                                                            PROVED AND      YEAR   
                                                  1998       PROBABLE    COMMENCED 
OPERATIONS                      LOCATION       PRODUCTION    RESERVES    OPERATIONS
----------                      --------       ----------   -----------  ----------
                                                  (TONS IN MILLIONS)               
                                                  ------------------               
                                                                                   
Illinois Basin                                                                     
  Dotiki                 Webster County, KY        3.5          53.0        1971   
  Pattiki                White County, IL          2.1          72.7        1980   
  Hopkins County Coal    Hopkins County, KY        2.3          39.7        1998   
  Gibson County (North)  Gibson County, IN          --          37.8          --   
  Gibson County (South)  Gibson County, IN          --         104.2          --   
                                                  ----         -----               
        Region Total                               7.9         307.4               
East Kentucky                                                                      
  Pontiki/Excel          Martin County, KY         1.6          28.7(1)     1977   
  MC Mining              Pike County, KY           0.9          24.8        1996   
                                                  ----         -----               
        Region Total                               2.5          53.5               
Maryland                                                                           
  Mettiki                Garrett County, MD,                                       
                         Grant County, WV and                                      
                         Tucker County, WV         3.0          46.5        1977   
                                                  ----         -----               
        Total                                     13.4         407.4               
                                                  ====         =====               

---------------                                                                 

(1) Includes 1.3 million tons of low-sulfur reserves at our inactive Toptiki    
mine. See "Mining Operations and Production -- East Kentucky            
Operations -- Toptiki."                                                 

See "Business -- Mining Operations and Production" for a detailed     
description of each of our mining complexes.                                    

In 1998 and early 1999, our financial performance was impacted by the 
following:                                                                      

   - In January 1998, we acquired Hopkins County Coal for approximately $7.3
million in cash and direct acquisition costs of $0.8 million. In  
       accordance with our acquisition plan, we spent approximately $9.4 million
      to rebuild older equipment and purchase new or refurbished equipment. We
began to realize higher productivity as a result of these capital 
      investments beginning in the third quarter of 1998. We expect to realize
the full impact of these efficiencies in 1999.                    

    - In September 1998, we suspended operations at Pontiki and terminated all
     267 members of our workforce due to adverse market conditions. While we
   had originally intended to idle the mine for an indefinite period, we
      were able to procure a new long-term coal supply agreement with AEI Coal
       Sales, Inc., which then resells the coal it purchases from us to Carolina
   Power & Light, that justified the re-opening of the mine beginning in
   late 1998. The coal supply agreement provides for the shipment of 1.1
 million tons in 1999 and up to 1.5 million tons per year during the
     seven-year period of January 1, 2000 to December 31, 2006. As a result,
this operation was restructured with a new mine plan, operating   
  structure, and workforce hired by Excel Mining, LLC, an affiliate of
      Pontiki. While idled, the mine incurred a net loss of approximately $5.2
       million, consisting of workers' compensation accruals of $1.2 million and
  severance payments consistent with the federal Worker Adjustment and
     Retraining Notification, or "WARN," Act, of $1.2 million as well as the
       costs associated with maintaining an idled mine of $2.8 million. The $1.2
  million of wage costs associated with the WARN Act have already been
      paid. The $1.2 million of workers' compensation accruals is management's
    estimate of amounts which may be required to be paid to certain former
Pontiki miners who may pursue worker compensation claims. Of this 
  estimated amount, approximately $400,000 is expected to be paid over
    three years, $500,000 over eight years and $300,000 over thirty years.
     The timing of these payments is governed by the level and type of award
    (for example, permanent total disability, permanent partial disability
     and legal and medical expenses) which management has estimated based on
     past experience. During late 1998 and early 1999, Pontiki/ Excel's cost
       per ton was adversely impacted by reduced production as the new mine plan
     was implemented and the mine moved toward its current production level.
Despite operating at reduced                                      

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      production volumes, our current productivity levels are approximately 9%
      higher than what we achieved during the first three quarters of 1998. We
     expect to reach full production at Pontiki/Excel during the second half
of 1999.                                                          

- We conduct a coal brokerage business which markets both steam and   
       metallurgical coals. Because our coal brokerage operations generate lower
    margins than our direct coal sales, changes in our levels of brokerage
     activity have a greater impact on revenues than on margins. Since 1996,
    we have experienced a steady decline in brokerage sales, most of which
 are for export. These declining volumes are largely attributable to
       competition from lower cost foreign production. The brokerage business is
not expected to be a material part of our business in the future. 

 Several states in which we operate or our utility customers reside have
established a statutory framework for tax credits against income, franchise, or 
severance taxes, which have benefited, directly or indirectly, coal operators or
customers purchasing coal mine production from within the applicable state. In  
1996, 1997 and 1998, the benefit of these credits to us has been approximately  
$5.0 million, $4.8 million, and $6.0 million. The state statutes authorizing    
these tax credits are scheduled to expire in accordance with their term         
provisions. Furthermore, these state statutes or our ability to benefit,        
directly or indirectly, from them may be subject to challenge by third parties. 
If any of these challenges were successful, we would lose the benefits of these 
credits. Although it is possible that the tax credit benefits will continue into
future years, you should assume that substantially all of the benefits          
associated with these tax credit statutes will terminate by June 2001.          

RESULTS OF OPERATIONS                                                           

THREE MONTHS ENDED MARCH 31, 1999 COMPARED WITH THREE MONTHS ENDED MARCH 31,  
1998                                                                          

Coal sales. Coal sales decreased 5.1% to $82.8 million for the first  
quarter of 1999 from $87.2 million for the first quarter of 1998. Total tons    
sold in the first quarter of 1998 and 1999 were approximately 3.6 million. The  
decrease of $4.4 million in coal sales is primarily due to:                     

- lower coal sales of $5.1 million reflecting reduced volumes at      
      Pontiki/Excel during the start-up period following the temporary closing
of that mine in September 1998;                                   

    - lower coal sales of $3.5 million at Mettiki due to timing differences in
customer shipments; and                                           

 - lower coal sales of $2.5 million reflecting decreased brokerage sales
volumes due to weak export markets.                               

These reductions were partially offset by increased coal sales of $6.1
million reflecting increased shipments of lower-priced coal from the Illinois   
Basin region. Tons produced in the first quarter of 1999 increased 2.9% to 3.6  
million tons from 3.5 million tons in the first quarter of 1998.                

 Other sales and operating revenues. Other sales and operating revenues,
which consist primarily of revenues from our terminal at Mt. Vernon and other   
materials handling services, decreased 72.7% to $0.3 million for the first      
quarter of 1999 compared with $1.1 million for the first quarter of 1998. The   
decrease of $0.8 million was primarily due to lower volumes at Mount Vernon due 
to the dispute with Seminole over their contract with us for that terminal. The 
provisions of the contract stipulate the calculation of damages to be paid in   
the event of breach. Rather than pay the amount of damages stipulated in the    
contract, Seminole is seeking the court's agreement that the proper damage award
should be calculated based on our loss of net profits from the Mt. Vernon       
facility for the term of the agreement. While we fully intend to pursue the     
damages stipulated in the contract and have filed pleadings to that effect, for 
purposes of financial reporting we are currently recognizing a level of income  
from Mt. Vernon consistent with the damage theory offered by Seminole in its    
pleadings. Accordingly, although we currently are not handling any coal         
shipments for Seminole under the contract, we began recognizing $0.5 million of 
other income under the contract each quarter beginning with the quarter ended   
March 31, 1999. We intend to vigorously pursue our contract rights and believe  
we will prevail in our interpretation of the contract provision concerning the  
amount of damages Seminole owes as a result of its breach of the contract. At a 
minimum, we believe the damages recovered from Seminole will be in excess of the
net                                                                             

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book value of the terminal. We are exploring our options with respect to the Mt.
Vernon terminal, including loading coal or aggregate products for other parties 
or a sale of the facility. See "Business -- Legal Proceedings."                 

    Operating expenses. Operating expenses decreased 2.9% to $56.8 million for
the first quarter of 1999 from $58.5 million in the first quarter of 1998. The  
$1.7 million decrease in operating expenses is mostly due to:                   

- lower aggregate operating expenses of $4.5 million at Pontiki/Excel 
because of lower production and sales volumes; and                

    - lower aggregate operating expenses of $1.8 million at Mettiki because of
lower volumes.                                                    

   Although aggregate operating expenses were lower at these operations, the
costs per ton were higher principally because of the lower volumes. The lower   
aggregate operating expenses were offset by higher aggregate operating expenses 
of $4.5 million reflecting higher volumes from the Illinois Basin region        
operations. Although aggregate operating expenses were higher in the Illinois   
Basin region, the region's cost per ton was lower reflecting improved           
productivity, including the efficiencies gained from rebuilt and new mining     
equipment for Hopkins County Coal.                                              

    Outside purchases. Outside purchases primarily represent purchases of coal
for resale through our brokerage operations. Outside purchases decreased 22.7%  
to $8.5 million in the first quarter of 1999 from $11.0 million in the first    
quarter of 1998. The decrease of $2.5 million was the result of lower coal      
export brokerage volumes, largely due to weak export market conditions.         

  General and administrative. General and administrative expenses declined
16.7% to $3.5 million in the first quarter of 1999 from $4.2 million in the     
first quarter of 1998. This decrease is attributable to a decline in            
expenditures for outside consultants and services. These expenses and services  
were necessary as we established an administrative structure independent of     
MAPCO Inc.                                                                      

1998 COMPARED WITH 1997                                                     

Coal sales. Coal sales increased 17.1% to $357.4 million for 1998 from
$305.3 million for 1997. Total tons sold increased 21.8% to 15.1 million tons   
for 1998 from 12.4 million tons for 1997. The increase of $52.1 million in coal 
sales is attributable primarily to:                                             

  - the acquisition of Hopkins County Coal in January 1998 which accounted
for $41.1 million of our increased sales;                         

  - increased volumes at MC Mining which accounted for $6.8 million of our
increased sales; and                                              

  - increased shipments at Dotiki, Pattiki and Mettiki which accounted for
$16.1 million of our increased sales.                             

The increase in coal sales was partially offset by lower sales at     
Pontiki/Excel of $16.7 million reflecting lower productivity during 1998 and the
temporary suspension of operations in September 1998. Tons produced in 1998     
increased 22.9% to 13.4 million tons from 10.9 million tons in 1997.            

Other sales and operating revenues. Other sales and operating revenues
decreased 47.7% to $4.5 million for 1998 compared with $8.6 million for 1997. In
1997, other sales included the sale of coke to a foreign steel producer. The    
decrease of $4.1 million was primarily due to a reduction in these coke sales.  

  Operating expenses. Operating expenses increased 20.4% to $237.6 million
for 1998 from $197.4 million in 1997. The increase of $40.2 million in operating
expenses is attributable primarily to:                                          

   - the acquisition of Hopkins County Coal in January 1998, which accounted
for $42.9 million of our increased operating expenses; and        

   - increased volumes at MC Mining, which accounted for $6.8 million of our
increased operating expenses.                                     

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   The increase in operating expenses was partially offset by a reduction of
operating expenses of $10.9 million at Pontiki/Excel reflecting lower production
during 1998 and the temporary suspension of operations in September 1998.       
Operating expense per ton sold decreased 4.9% to $20.14 in 1998 from $21.18 in  
1997, primarily due to increased productivity at Dotiki and Pattiki, offset by  
the higher cost per ton at Pontiki.                                             

 Outside purchases. Outside purchases of coal and coke increased 2.8% to
$51.2 million in 1998 from $49.8 million in 1997. The increase of $1.4 million  
was the result of higher coal brokerage volumes offset by a reduction in coke   
sales.                                                                          

Depreciation, depletion and amortization. Depreciation, depletion and 
amortization increased 18.1% to $39.8 million for 1998 compared with $33.7      
million for 1997. The increase of $6.1 million was primarily due to the         
acquisition of Hopkins County Coal.                                             

  Unusual item. Pontiki/Excel ceased operations from September to November
1998. While idled, the mine incurred a net loss of approximately $5.2 million,  
consisting of workers' compensation accruals and severance payments consistent  
with the federal WARN Act, as well as the costs associated with maintaining an  
idled mine.                                                                     

   Income tax expense. Income tax expense was $3.9 million for 1998 and $4.3
million for 1997. The effective rate increased to 31% in 1998 compared with 24% 
in 1997. The increase in the effective rate is primarily attributable to an     
increase in the deferred tax asset valuation allowance partially offset by      
additional benefit of excess of tax over book depletion.                        

1997 COMPARED WITH SEVEN MONTHS ENDED JULY 31, 1996 AND FIVE MONTHS ENDED     
DECEMBER 31, 1996                                                             

  Effective August 1, 1996, we were acquired from MAPCO Inc. in a business
combination using the purchase method of accounting. The purchase price was     
allocated to the assets acquired and liabilities assumed based on their fair    
value. Accordingly, the predecessor financial data for the seven months ended   
July 31, 1996 is not comparable to the successor financial data for the five    
months ended December 31, 1996.                                                 

Significant assets and liabilities to which we assigned a fair value  
included, among others, property, plant and equipment, advance royalties, coal  
supply agreements, accrued black lung benefits, accrued workers' compensation   
and accrued reclamation and mine closing expenses. Therefore, the depreciation  
and amortization of these assets and the ongoing accrual of these liabilities   
have been charged to expenses at different amounts in the 1996 predecessor and  
successor statements of income.                                                 

In comparing 1997 to 1996, revenues and expense categories for the    
respective seven and five month periods have been aggregated. Although this     
aggregated information is not necessarily comparable and may not be indicative  
of the successor company's results of operations, management believes this      
information may be helpful in understanding the past operations and in          
evaluating an investment in the common units.                                   

Coal sales. Coal sales decreased 4.0% to $305.3 million compared with 
$317.9 million in 1996. Tons sold for 1997 increased 3.3% to 12.4 million tons  
compared to 12.0 million tons in 1996. The $12.6 million decrease is principally
attributable to lower brokerage sales of $24.4 million, reflecting $18.4 million
of domestic volumes that did not continue after 1996, and a softening foreign   
market, partially offset by increased sales of $15.3 million from the initiation
of production at MC Mining.                                                     

Other sales and operating revenues. Other sales and operating revenues
decreased 27.7% to $8.6 million compared with $11.9 million in 1996. The $3.3   
million decrease was primarily attributable to lower sales on a brokerage       
arrangement for the sale of coke to a foreign steel producer.                   

    Operating expenses. Operating expenses increased 4.0% to $197.4 million in
1997 compared with $189.9 million in 1996. The increase of $7.5 million was     
attributable to:                                                                

- $10.4 million related to the initial full year of operations at MC  
Mining; and                                                       

- $3.5 million related to additional production at Pontiki/Excel.     
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     The increases in operating expenses were partially offset by lower costs of
$7.9 million at Mettiki reflecting improved mining conditions and productivity. 

Outside purchases. Outside purchases decreased 38.1% to $49.8 million 
compared with $80.4 million in 1996. The decrease of $30.6 million from 1996 to 
1997 was the result of lower coal brokerage volumes and lower sales of coke to a
foreign steel producer.                                                         

   General and administrative. General and administrative expenses increased
16.7% to $15.4 million compared with $13.2 million. The increase of $2.2 million
reflects a period of duplicate costs as we established an administrative        
structure independent of MAPCO Inc.                                             

Depreciation, depletion and amortization. Depreciation, depletion and 
amortization increased 71.9% to $33.7 million from $19.6 million. The increase  
of $14.1 million reflects the impact of purchase accounting on the allocation of
the purchase price to property, plant and coal supply agreements.               

LIQUIDITY AND CAPITAL RESOURCES                                                 

Cash Flows                                                                  

     Net cash provided by operating activities was $39.7 million for 1996, $53.2
million in 1997 and $50.5 million in 1998. The decrease in 1998 compared to 1997
reflects slightly lower operating results and the initial funding of $2.9       
million of our defined benefit plan for operating employees.                    

 Net cash used in investing activities was $29.7 million for 1996, $22.4
million in 1997 and $35.6 million in 1998. The change in net cash used in       
investing activities from 1997 to 1998 primarily reflects the purchase of       
Hopkins County Coal and related capital expenditures.                           

 Net cash used in financing activities was $10.0 million for 1996, $30.8
million in 1997 and $14.9 million in 1998. The differences between periods are  
due to differing levels of distributions to Alliance Resource Holdings.         

Capital Expenditures                                                        

   Capital expenditures were $13.0 million in the five months ended December
31, 1996, $22.4 million in 1997 and $35.8 million in 1998. We made these        
expenditures in order to replace mining equipment, expand mining capacity and   
improve the efficiency of mining operations. In 1998, we spent approximately    
$16.2 million in order to acquire Hopkins County Coal as well as to purchase and
refurbish mining equipment for that operation. For each of the periods          
discussed, we used cash generated from operations to fund capital expenditures. 
We currently anticipate making cash capital expenditures of approximately $34   
million during 1999 and approximately $35 million during 2000, primarily for    
maintenance and replacement of mining equipment and operations and for mine     
development. To eliminate the effect of fluctuations in maintenance capital     
expenditures on Operating Surplus, the partnership agreement will require that  
an estimate of the average quarterly maintenance capital expenditures necessary 
to maintain the operating capacity of our capital assets over the long-term be  
subtracted from Operating Surplus each quarter, as opposed to the actual amounts
spent. We currently expect that our average annual maintenance capital          
expenditures will be approximately $23.5 million. See "Cash Distribution        
Policy -- Maintenance and Expansion Capital Expenditures." We currently expect  
to fund our anticipated capital expenditures with cash generated by operations  
and the utilization of the revolving credit facility described below.           

Description of Senior Notes                                                 

The following is a summary of the material terms of the $180 million  
aggregate principal amount of unsecured senior notes our special general partner
expects to issue in connection with the closing of the offering of the common   
units. The intermediate partnership will then assume and the restricted         
subsidiaries of the intermediate partnership will guarantee the special general 
partner's obligations under the senior notes. A copy of the note purchase       
agreement is filed as an exhibit to the registration statement of which this    
prospectus is a part. The indebtedness of the intermediate partnership under the
note purchase                                                                   

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agreement is unsecured and non-recourse to the managing general partner. The    
senior notes will mature in 2014 and will carry a fixed interest rate of 8.31%. 
Interest on the notes will be paid semi-annually.                               

   The senior notes will rank equally with all the outstanding unsecured and
unsubordinated debt of the intermediate partnership. The senior notes provide   
for nine annual mandatory prepayments of $18 million of the principal amount,   
subject to adjustment for any prepayments, without any premium, beginning on the
sixth anniversary of their issuance. We may at any time optionally prepay the   
notes in whole or in part upon not less than 30 nor more than 60 days' notice.  
The amount of any optional prepayment will be at 100% of the principal amount to
be prepaid plus interest accrued and unpaid through the date of the prepayment  
and a premium generally equal to the excess of the present value of the         
remaining interest and principal payments on the senior notes. This premium will
be calculated by using a discount rate equal to the yield on the U.S. Treasury  
obligation having a maturity date corresponding to the then remaining weighted  
average life of the senior notes being prepaid plus a spread of 50 basis points 
over the principal amount of the senior notes, plus accrued and unpaid interest.

  The note purchase agreement contains various restrictive and affirmative
covenants, including restrictions on:                                           

- the incurrence of other debt:                                       

          - prior to December 31, 1999, if the aggregate amount of all debt of
         the intermediate partnership and our other subsidiaries exceeds
$230,000,000;                                         

      - subsequent to December 31, 1999, unless consolidated cash flow
         would be greater than 225% of consolidated interest expense and
          consolidated debt would not be greater than 400% of consolidated
   cash flow, for the periods specified in the note purchase
agreement.                                            

    - incurrence of debt that is senior to the notes in an amount greater than
15% of total assets;                                              

- certain intercompany debt;                                          

 - liens, investments, lines of business, and mergers, consolidation, or
sales or assets; and                                              

- transactions with affiliates, with some exceptions and except on an 
arm's-length basis.                                               

  In addition, the note purchase agreement will contain a requirement that
the intermediate partnership maintain mining reserves, not permit its           
subsidiaries to agree to restrictions on their ability to pay dividends or make 
loans to or investments in the intermediate partnership.                        

Under the note purchase agreement, the intermediate partnership is    
permitted to make cash distributions so long as:                                

   - the amount of the cash distributions does not exceed Available Cash for
the immediately preceding fiscal quarter;                         

- no default or event of default, as defined in the note purchase     
agreement, exists before or after the cash distribution; and      

   - after giving effect to the distribution, consolidated debt would not be
      greater than 425% of consolidated cash flow for the periods specified in
the note purchase agreement.                                      

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  If an event of default exists on the senior notes, the holders of senior
notes may accelerate the maturity of the senior notes and exercise other rights 
and remedies. Events of default include:                                        

     - failure to pay any principal or premium when due, or interest within five
business days of when due;                                        

 - failure to perform or otherwise comply with the covenants in the note
purchase agreement;                                               

- failure of any representation or warranty to be materially true and 
correct;                                                          

  - default by the intermediate partnership or our subsidiaries under some
other indebtedness;                                               

- unsatisfied final judgments;                                        

- bankruptcy or insolvency events involving the general partners, the 
intermediate partnership or our subsidiaries;                     

     - any guarantee of the intermediate partnership's obligations ceasing to be
in full force and effect; and                                     

- various failures to comply with employee benefit plans.             

    - amendments of the partnership agreements in any manner that would have a
material adverse effect on us, the intermediate partnership or the
holders of senior notes.                                          

Description of Senior Credit Facility                                       

  We expect that the special general partner will also enter into a senior
credit facility of up to $100 million with Citicorp USA, Inc., The Chase        
Manhattan Bank, or any of their affiliates, and other lenders in connection with
the closing of the offering of the common units. The intermediate partnership   
will then assume the special general partner's obligations under the senior     
credit facility. The following is a summary of the material terms of the senior 
credit facility, a copy of which is filed as an exhibit to the registration     
statement of which this prospectus is a part.                                   

The senior credit facility is expected to consist of three tranches:  

- a term loan facility of up to $50 million;                          

- a $25 million working capital facility; and                         

    - a $25 million revolving credit facility, with availability to be reduced
to $15 million after four years.                                  

   Approximately $48.6 million will be drawn under the term loan facility at
closing and used to purchase approximately $48.6 million of U.S. Treasury Notes 
which will secure the term loan. The U.S. Treasury Notes may be liquidated for  
the sole purpose of funding capital expenditures. The working capital facility  
will be used to provide working capital and, if necessary, to fund distributions
to unitholders. The revolving credit facility will be used for general business 
purposes, including capital expenditures and acquisitions. The intermediate     
partnership's obligations under the working capital facility and the revolving  
credit facility will be unsecured. The indebtedness under the senior credit     
facility will rank equally with all the outstanding unsecured and unsubordinated
debt of the intermediate partnership and will be non-recourse to the managing   
general partner. The obligations of the intermediate partnership under the      
senior credit facility will be guaranteed by some of its subsidiaries.          

   The term loan facility will amortize quarterly, commencing on October 31,
2001 in an amount equal to 7.5% of the principal amount of the term loan        
facility outstanding on that date to and including July 31, 2003 and thereafter,
commencing on October 31, 2003, in an amount equal to 10% of the outstanding    
principal amount. On July 31, 2004 the term loan will mature and the working    
capital facility and revolving credit facility will terminate and all amounts   
outstanding will become due and payable. All loans may be prepaid at any time   
without penalty. All borrowings under the working capital facility must be      
reduced to no more than $5 million on average for a period of 30 consecutive    
days once during each fiscal year.                                              

   The senior credit facility will bear interest at our option at either the
base rate or the eurodollar rate, as those terms are defined in the bank credit 
agreement, in either case plus an applicable margin. The                        

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intermediate partnership will incur a commitment fee on the unused portion of   
the working capital facility and the revolving credit facility.                 

The senior credit facility is expected to contain a prohibition on    
distributions by the intermediate partnership in excess of available cash or if 
any default or event of default, as defined in the senior credit facility, is   
continuing. In addition, the senior credit facility will contain various        
covenants limiting its ability and the ability of its subsidiaries to:          

- incur indebtedness;                                                 

- grant liens;                                                        

- engage in transactions with affiliates;                             

- make investments;                                                   

- enter into a merger, consolidation or sale of assets; or            

- optionally prepay or redeem the senior notes.                       

In addition, the senior credit facility is expected to contain the    
following financial covenants:                                                  

- a ratio of consolidated net debt to consolidated cash flow;         

- a cumulative asset writedowns/impairments test;                     

   - a ratio of consolidated cash flow to consolidated interest expense; and

- a ratio of consolidated current assets to consolidated current      
liabilities.                                                      

     If an event of default exists under the senior credit facility, the lenders
may accelerate the maturity of the senior credit facility and exercise other    
rights and remedies. Events of default include:                                 

     - failure to pay any principal or premium when due, or interest within five
days of when due;                                                 

- failure of any representation or warranty to be materially true and 
correct;                                                          

 - failure to perform or otherwise comply with the covenants in the bank
credit agreement or other related loan document;                  

     - default by the intermediate partnership or any of our subsidiaries on any
payment in excess of $10 million under any debt obligation;       

- bankruptcy or insolvency events involving the general partners, the 
intermediate partnership or our other subsidiaries;               

   - any unsatisfied final judgment in excess of $10 million over the amount
covered by insurance;                                             

 - any guarantee of the intermediate partnership's obligations, or other
   document relating to the bank credit agreement, ceasing to be in full
force and effect;                                                 

    - various failures to comply with employee benefit plans and environmental
defaults;                                                         

    - amendment of our partnership agreement or the intermediate partnership's
partnership agreement in a manner that materially affects the     
intermediate partnership's business or its ability to perform its 
 obligations under the bank credit agreement, or the remedies of the
lenders under the agreement; and                                  

    - funds managed by The Beacon Group and its affiliates (1) ceasing to own,
     directly or indirectly, at least 51% of the managing ownership interest
    in the managing general partner or the managing general partner of the
intermediate partnership or (2) ceasing to be our managing general
      partner or the managing general partner of the intermediate partnership.

Accruals of Other Liabilities                                               

We have accrued for the costs we will incur in the future to satisfy  
obligations. We had accrued $46.3 million, $49.3 million and $65.3 million at   
December 31, 1996, 1997 and 1998 for deferred credits                           

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and other liabilities, including current obligations. These accruals are chiefly
comprised of workers' compensation benefits, black lung benefits and costs      
associated with reclamation and mine closing. These obligations are self-insured
and are funded at the time the expense is incurred. The accruals of these items 
are based on estimates of future liabilities, plans and legislation and other   
developments. Thus, from time to time, Alliance Resource Partners' results of   
operations may be significantly affected by changes to these deferred credits   
and other liabilities. See Notes 10 and 11 of Notes to Consolidated Financial   
Statements.                                                                     

     We are required to pay black lung benefits to eligible and former employees
under the Black Lung Benefits Act of 1969, the Black Lung Benefits Revenue Act  
of 1977 and the Black Lung Benefits Reform Act of 1977. We also are liable under
various state statutes for similar claims. We provide self-insured accruals for 
present and future liabilities for these benefits. We had accrued $17.0 million,
$17.9 million and $22.7 million for these benefits at December 31, 1996, 1997   
and 1998. The actual claims paid could change significantly if current          
legislation is amended or if new legislation is enacted. The increase in 1998 is
primarily attributable to the acquisition of Hopkins County Coal.               

    We have accrued for costs associated with reclamation and mine closing. We
have estimated the costs and timing of future reclamation and mine closing costs
and recorded those estimates on a present value basis. We had accrued $5.3      
million, $5.4 million and $13.8 million at December 31, 1996, 1997 and 1998 for 
these costs. The increase in 1998 is primarily attributable to the acquisition  
of Hopkins County Coal.                                                         

We accrue for workers' compensation claims resulting from traumatic   
injuries based on actuarial valuations and periodically adjust these estimates  
based on the estimated costs of claims made. We had accrued $16.9 million, $17.4
million and $18.1 million at December 31, 1996, 1997 and 1998 for these costs.  

INFLATION                                                                       

    Inflation in the United States has been relatively low in recent years and
did not have a material impact on our results of operations for the years ended 
December 31, 1996, 1997 or 1998.                                                

IMPACT OF YEAR 2000 ISSUE                                                       

 Year 2000 Issue. The year 2000 issue is the result of computer programs
being written using two digits rather than four to define the applicable year.  
Any software, hardware and equipment and embedded chip systems that are         
date-sensitive may recognize a date using "-00" as the year 1900 rather than the
year 2000. Our failure or the failure of any other entity with which we interact
to correct this problem could result in system failures or miscalculations      
causing disruptions of operations, including, among other things, a temporary   
inability to process transactions, send invoices or engage in similar normal    
business activities. Because we substantially replaced all of our hardware and  
software following our separation from MAPCO Inc. in 1996, we believe that most 
of our critical hardware and software is Year 2000 compliant. However, we may   
have embedded chip systems in certain of our mining equipment and in older      
hardware or software in our mining complexes which we are currently evaluating  
for Year 2000 compliance. We believe that with modification and replacement of  
some of our existing software, hardware and equipment and embedded chip systems,
the year 2000 issue can be mitigated substantially. If these modifications and  
replacements are not made or are not completed on a timely basis, the Year 2000 
issue could have a material impact on our operations.                           

     Compliance Program. As part of our compliance program, we have performed an
evaluation of our state of readiness. Our evaluation included examination of our
information technology systems and our operating equipment. Our key information 
technology systems consist of:                                                  

- financial systems applications;                                     

- human resources and payroll systems applications;                   

- hardware and equipment; and                                         

- third-party developed software.                                     
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     Our key operating equipment consists of coal mining, processing and loadout
equipment. We are also evaluating major equipment used in our mining operations.
Our evaluation also includes the evaluation of the exposure of third parties    
material to our operations. We have not hired independent contractors to verify 
our assessment and estimates related to the year 2000 issue.                    

State of Readiness. We have completed an assessment of all material   
information technology systems that would be affected by the year 2000 issue if 
not modified and have initiated a program to modify or replace portions of our  
software and hardware so that our computer systems will function properly in the
year 2000 and thereafter. We are in the process of assessing our operating      
equipment which contains embedded chip systems to determine the extent that it  
is at risk for year 2000 problems. The remediation of operating equipment       
depends primarily on the manufacturers of that equipment for modifications. We  
expect this remediation, testing and implementation to be completed by the third
quarter of 1999. We are also in the process of assessing the extent to which our
customers and suppliers of products and services will be affected by year 2000  
issues. We have initiated formal communications with all of our significant     
customers and equipment vendors and other suppliers. The responses to date from 
these third parties to our inquiries indicate that these third parties expect,  
at this time, to be compliant by the year 2000 based on their progress to date. 
We have received written assurances from substantially all of our significant   
customers and third party service providers. These assurances include specific  
letters to us responding to our Y2K inquiries. In addition, we have verified the
Y2K readiness of much of our specific mining equipment, software, and hardware  
through vendor published product bulletins. These assurances provide comfort    
that our third party vendors are aware of and are addressing their Y2K issues,  
but they cannot guarantee us that they will not encounter Y2K problems that     
could negatively impact our business. We are not aware of any contract          
provisions or agreements that would limit our legal remedies due to Y2K non-    
compliance of any of our products or services. We have not obtained timetables  
of expected completion dates or modification, testing and implementation from   
all of these third parties. We do not control our customers, suppliers and      
vendors. Furthermore, we cannot assure you that our customers, suppliers or     
vendors will not experience material business disruptions that could affect us  
as a result of the year 2000 problem. We plan to complete communications with   
these third parties as to their year 2000 readiness in the third quarter of     
1999.                                                                           

Costs to Address Year 2000 Compliance. Although many of our critical  
financial and production application systems, hardware and software are year    
2000 compliant, some systems and equipment remain to be converted. We do not    
expect the cost in connection with these modifications and replacements to be   
material. We currently estimate that the cost of these modifications will not   
exceed $500,000. We expect to fund these costs through cash from operations or  
borrowings.                                                                     

Risks of Non-Compliance and Contingency Plans. We believe that it is  
difficult to fully assess the risks of the year 2000 issue due to numerous      
uncertainties surrounding the issue. We believe that the primary risks are      
external to us and relate to the year 2000 readiness of customers, suppliers,   
transportation suppliers such as railroads, barge lines, terminal operators,    
ocean vessel brokers, and others. In the worst case scenario, our utility       
customers may not purchase coal if their generators fail to operate, we may not 
be able to access our bank accounts or make or receive payments and our         
transportation providers may not be able to make timely coal shipments to       
customers. Our mines and processing plants are highly mechanized and employ     
equipment that incorporates embedded chip systems. The failure of these embedded
chip systems in critical equipment due to the year 2000 problem could cause     
significant coal mining and processing disruptions.                             

We have not established contingency plans in case of failure of our   
information technology systems since we expect to have our material systems in  
place by the third quarter of 1999. Some of these systems may be interrelated   
with systems outside of our control and we cannot assure you that all           
implementations will be successful. Accordingly, contingency plans will be      
developed to respond to any failures as they occur. In connection with our      
assessment of our operating equipment and third party readiness, we will        
evaluate the necessity of contingency plans based on the level of uncertainty   
regarding compliance in the third quarter of 1999. In the event our             
intermediaries or vendors or the manufacturers of our operating equipment do not
expect to be year 2000 compliant, our contingency plan will include replacing   
the non-                                                                        
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compliant intermediaries or vendors or operating equipment. Based on information
available at this time, we cannot conclude that our failure or the failure of   
third parties to achieve year 2000 compliance will not adversely affect us. Our 
inability or the inability of third parties to adequately address the year 2000 
issues on a timely basis could result in a material financial risk, including   
loss of revenue, substantial unanticipated costs and service interruptions.     

RECENT ACCOUNTING PRONOUNCEMENTS                                                

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"). The
statement establishes accounting and reporting standards for derivative         
instruments and for hedging activities. It requires that an entity recognize all
derivatives as either assets or liabilities in the statement of financial       
position and measure those instruments at fair value. We have not determined the
impact on our financial statements that may result from adoption of SFAS 133,   
which was revised during June 1999 to be implemented no later than January 1,   
2001.                                                                           

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COAL INDUSTRY OVERVIEW

DEMAND FOR COAL                                                                 

Growing Domestic Consumption. Over the last two decades, total coal   
consumption in the United States has increased at an average annual rate of 2.5%
from approximately 625 million tons in 1978 to over 1 billion tons in 1998. The 
growth in the demand for coal has coincided with a similar growth in the        
electric utility industry, which in 1998 accounted for 90% of domestic coal     
consumption. We believe this growth in domestic coal consumption will continue  
because of:                                                                     

     - Demand for electricity will continue to increase as the economy continues
      to grow. Electricity production by domestic utilities increased 46% from
      1978 through 1998. Over that same period, demand for coal increased 66%.
     In 1998, coal combustion accounted for 56% of the electricity generated
   by domestic electric utilities. We believe that much of the projected
increase in demand for electricity will be supplied by existing   
 coal-fired plants because they possess excess capacity which can be
utilized at low incremental costs. According to Resource Data     
       International, domestic coal-fired generating plants currently run at 68%
       of capacity on average. The optimal sustainable capacity utilization over
      time is approximately 80% for a typical plant. We believe utilities with
coal-fired power plants will seek to meet the increased demand for
       electricity by using available capacity at those coal-fired plants rather
than by building new plants.                                      

- Deregulation of electric utility markets will increase demand for   
    coal. The electric utility industry in the United States has undergone
    deregulation at the wholesale, generation and transmission levels, and
 numerous states have initiated plans for deregulation at the retail
       level. We believe the resulting competition and market-based pricing will
     cause power companies to utilize generating plants with low fuel costs.
We believe this will cause utilities to consume more coal because 
     electricity generated from existing coal-fired plants is generally less
       expensive than electricity generated from readily available alternatives,
including natural gas-fired plants.                               

- As nuclear power plants are retired, existing coal-fired plants will
      replace a large part of the retired nuclear capacity. After experiencing
     growth in the mid-1990s, electricity generation from nuclear plants has
   leveled off in recent years. In 1998, generating plants using nuclear
      fuel accounted for approximately 21% of the electricity generated in the
       United States. We believe that electricity generation from nuclear plants
    will decline over the next 15 years because a number of nuclear plants
     are likely to be retired during that period as their operating licenses
     are not renewed. We believe that excess capacity at existing coal-fired
plants will be used to replace a large part of the retired nuclear
capacity.                                                         

     - Coal prices are lower and more stable than natural gas prices. The market
      price of natural gas has historically been significantly higher and more
    volatile than the market price of coal. In 1998, natural gas accounted
 for only approximately 10% of the electricity generated by domestic
   utilities. Notwithstanding the higher and more volatile price of gas,
   most new construction power plants are likely to be natural gas-fired
      because the construction costs are significantly less expensive than for
      coal-fired plants. However, we believe that higher prices and volatility
    will continue to make natural gas a less attractive energy source than
coal for many utilities, particularly for baseload generation.    

- Demand for our medium- and high-sulfur coal production will         
continue. According to Resource Data International, in 1998,      
approximately 36% of all the coal delivered to domestic electric  
       utilities, or 331 million tons of coal, was supplied to generating plants
      with scrubbers installed in at least one of their units. Over 90% of our
     current medium- and high-sulfur coal production is shipped to customers
   who operate power plants in which some or all of the generating units
have scrubbers installed. Although the Clean Air Act emission     
  requirements may cause a general shift in demand toward lower sulfur
       coal, we believe that we will experience continued demand for our medium-
and high-sulfur coal for use in these scrubbed plants.            

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    Impact of the Clean Air Act. The Clean Air Act indirectly affects the coal
industry by limiting emissions of various air contaminants from coal-fired power
plants. The most significant of these contaminants are sulfur dioxide (SO(2))   
and nitrogen oxides (NO(x)). Other pollutants of concern are particulate matter,
some toxic metals, including mercury, and dioxins.                              

The amount of SO(2) produced by a power plant depends on the chemical 
composition and sulfur content of the coal burned as fuel. High-sulfur coal     
produces larger amounts of SO(2) when burned compared to low-sulfur coal. The   
1990 Clean Air Act Amendments implemented a two-phase process to reduce SO(2)   
emissions. Phase I began in 1995, and Phase II will require further emission    
reductions in the year 2000. Coal-fueled utilities may meet these standards by: 

     - burning lower sulfur coal, either exclusively or mixed with higher sulfur
coal;                                                             

   - installing pollution control devices such as scrubbers which reduce the
emissions from high-sulfur coal;                                  

- by reducing electricity generating levels; or                       

- purchasing and utilizing emission allowances.                       

     Utilities earn emission credits by burning coal with a sulfur content below
the compliance requirements. There is an active market in buying and selling    
sulfur emission allowances. As a result, utilities can purchase credits which   
allow them to burn coal with a sulfur content higher than the compliance        
requirements.                                                                   

  The amount of NO(x) produced by a power plant depends on the composition
and energy content of the fuel burned and the nature of the combustion equipment
employed. As a result of Clean Air Act programs designed to achieve ambient air 
quality standards for ozone, the Environmental Protection Agency and the states 
are requiring substantial reductions in NO(x) emissions from existing coal-fired
power plants over the next 3-10 years. It is likely that these requirements will
make it more expensive for these power plants to continue to burn coal. Some    
plants may consider shifting to other sources of energy.                        

We do not believe that the Clean Air Act Amendments will significantly
affect the demand for the varieties of coal we produce and sell. Demand for     
low-sulfur coal has grown substantially in recent years and may continue to     
increase as many coal-fired plants increase the amount of lower sulfur coal they
burn in order to comply with the more stringent Phase II emission requirements  
which go into effect next year. In addition, we believe demand for medium- and  
high-sulfur coal will also remain strong as many coal-fired power plants        
continue to burn medium- and high-sulfur coal, either exclusively or mixed with 
lower sulfur coal, for the following principal reasons:                         

- the geographic proximity of many of our customers' coal-fired power 
  plants to medium- and high-sulfur coal reserves makes the associated
     transportation costs substantially lower than the costs associated with
shipping lower sulfur coal over greater distances; and            

 - the current use and additional installation of scrubbing equipment to
      reduce emissions, which will allow power plant operators to burn medium-
and high-sulfur coal in compliance with the Clean Air Act.        

GENERATION OF ELECTRICITY                                                       

  Coal is the predominant fuel used in the generation of electricity. Over
the past 20 years, the electric utility industry has increased its coal         
consumption from 481 million tons per year in 1978 to 912 million tons in 1998. 
Coal's share of the fuel market for electricity generation has risen from 44% to
56% during that period. The increase in coal consumption began with a shift in  
attitudes toward fuel supply security following the Arab oil embargoes during   
the 1970s.                                                                      

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 The following table shows fuel source comparisons for the generation of
electricity by electric utilities in terms of kilowatts generated for the years 
1995 through 1998:                                                              

DOMESTIC ELECTRICITY FUEL SOURCES COMPARISON

                                                        [Enlarge/Download Table]

                                                     1995   1996   1997   1998 (EST.)
                                                     ----   ----   ----   -----------
                                                                                     
Coal................................................   55%    56%    57%       56%   
Nuclear.............................................   22     22     20        21    
Hydro...............................................   10     11     11        10    
Natural Gas.........................................   10      9      9        10    
Other...............................................    3      2      3         3    
                                                     ----   ----   ----       ---    
          Total.....................................  100%   100%   100%      100%   
                                                     ====   ====   ====       ===    

---------------                                                                 

Source: Department of Energy, Energy Information Administration Monthly Energy  
Review, March 1999.                                             

   Coal consumption has continued to increase because coal-fired electricity
generation is less expensive, on average, than generation from natural gas or   
nuclear power. Hydroelectric power is less expensive than coal, but its growth  
potential is limited due to a lack of suitable new dam sites. Resource Data     
International expects generators of electricity to increase their demand for    
coal as demand for electricity increases. Because coal-fired generation is used 
in most cases to meet baseload requirements, coal consumption has generally     
grown at the pace of growth in demand for electricity. For power generators,    
daily demand for electricity is categorized as either baseload demand or peak   
demand. Baseload demand is the amount of power that is consistently required 24 
hours per day. Peak demand is the maximum amount of power that is required in a 
24-hour period.                                                                 

   The following table shows a comparison of the average production costs of
electricity for each primary fuel for each of the years set forth below:        

AVERAGE PRODUCTION COSTS FOR U.S. ELECTRIC UTILITIES

                                                        [Enlarge/Download Table]

                                                            $/MEGAWATT HOUR            
                                                 --------------------------------------
                                                  1995     1996     1997    1998 (EST.)
                                                 ------   ------   ------   -----------
                                                                                       
Coal............................................ $19.26   $18.82   $18.40     $17.31   
Natural Gas.....................................  27.69    34.03    35.63      30.68   
Nuclear.........................................  19.84    19.15    19.85      18.44   
Hydro...........................................   6.63     6.03     5.82       6.44   

---------------                                                                 

Source: Resource Data International, April 20, 1999.                            

COAL IMPORTS AND EXPORTS                                                        

 Coal imports into the United States represent a small percentage of the
total U.S. market for coal. In 1998, total consumption of coal in the United    
States was 1,016 million tons while imports of coal were 9 million tons, or     
approximately 1%. The largest exporter of coal to the United States was Colombia
with 3 million tons in 1997. Imported coal typically competes only in coastal   
markets in the eastern United States.                                           

The Energy Information Administration estimates that the United States
exported 77 million tons of coal in 1998, or 7% of total domestic production of 
1,110 million tons. Metallurgical coal, used in steel making, historically has  
been the principal type of coal exported from the United States. In 1998, an    
estimated 63% of the coal exported was metallurgical coal. Coal exports have    
steadily declined since 1981 when export volumes reached an all-time high of 113
million tons. Export volumes have declined as the metallurgical coal market has 
softened due to competition from lower cost foreign producers. The              

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remainder of the export coal was used for the generation of electricity, cement 
making and other industrial processes. In 1997, the three largest export        
purchasers of U.S. coal were Canada, Japan, and Brazil.                         

COAL PRODUCTION                                                                 

Domestic coal production in 1998 is estimated by Energy Information   
Administration to have been a record 1,110 million tons. Domestic coal producers
have significantly improved the efficiency of their operations over the last    
decade. Production in the U.S. increased 8% from 1990 to 1998, while the number 
of operating mines declined approximately 49% during the same period. This      
reflects the shift in domestic production from smaller, high-cost operations to 
larger, technologically advanced, lower-cost operations.                        

This shift has been accompanied by significant consolidation. In most 
cases, coal operations were sold by oil, steel and utility companies that viewed
these businesses as non-core assets. The ten largest producers in 1988 accounted
for 37% of total domestic coal production, while the ten largest producers in   
1998 accounted for 61% of total domestic coal production. Major coal producers  
have pursued acquisitions, creating consolidation, for one or more of the       
following reasons:                                                              

- to increase economies of scale;                                     

- to reduce capital costs;                                            

- to utilize management or technical expertise at underperforming     
operations;                                                       

- to acquire attractive long-term contracts;                          

- to diversify their asset and customer bases;                        

- to increase their presence in a particular coal-producing region; or

- to enter new markets.                                               

     The following table shows principal U.S. coal production statistics for the
period 1990 to 1998:                                                            

U.S. COAL PRODUCTION STATISTICS 

                                                        [Enlarge/Download Table]

CATEGORY                          1990      1991      1992      1993      1994      1995      1996      1997     1998(EST.)
--------                         -------   -------   -------   -------   -------   -------   -------   -------   ----------
                                                                                                                           
Total Tons (in millions).......  1,029.1     996.0     997.5     945.4   1,033.5   1,033.0   1,063.9   1,089.9    1,109.8  
Percentage of Total Tons                                                                                                   
  Underground..................     41.3%     40.9%     40.8%     37.1%     38.6%     38.4%     38.5%     38.6%      38.6% 
  Surface......................     58.7%     59.1%     59.2%     62.9%     61.4%     61.6%     61.5%     61.4%      61.4% 
Number of Mines                                                                                                            
  Total........................    3,430     3,022     2,746     2,475     2,354     2,104     1,903     1,828      1,750  
  Underground..................    1,690     1,489     1,354     1,196     1,143       977       885       874        860  
  Surface......................    1,740     1,533     1,392     1,279     1,211     1,127     1,018       954        890  
Number of Mine Employees                                                                                                   
  Total........................  131,306   120,602   110,196   101,322    97,500    90,252    83,462    81,516     80,000  
  Underground..................   84,154    78,050    70,907    64,604    61,652    57,879    53,796    52,487     51,000  
  Surface......................   47,152    42,552    39,289    36,718    35,938    32,373    29,666    29,029     29,000  
Average Production Per Mine (in                                                                                            
  thousands of tons)                                                                                                       
  Total........................      300       330       363       382       439       491       559       596        634  
  Underground..................      251       273       301       293       349       406       463       481        498  
  Surface......................      347       384       424       465       524       565       642       701        766  

---------------                                                                 

Source: Energy Information Administration/National Mining Association           

COAL TYPES                                                                      

 The four basic types of coal are lignite, subbituminous, bituminous and
anthracite. Heat value is commonly measured in British Thermal Units or "Btus." 
Coal is also generally classified as "steam" coal or "metallurgical" coal. Steam
coal is used by utilities for electricity generation and by industrial entities 

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to produce steam, electricity, or both. Metallurgical coal is converted to coke,
which is used in the production of molten iron or in foundries to heat metal.   
All types of coal may be used as steam coal. Only bituminous coals that satisfy 
particular characteristics qualify for use as metallurgical coal.               

   - Lignite Coal. Lignite coal is a brownish-black coal with a heat content
     that generally ranges from 3,500 to 8,300 Btus per pound. Major lignite
   operations are located in Texas, North Dakota, Montana and Louisiana.
       Lignite coal is used almost exclusively in power plants adjacent to mines
  because the addition of any transportation costs to the mining costs
   would exceed the price a customer would pay for this low-heat content
coal.                                                             

     - Subbituminous Coal. Subbituminous coal is a "soft" black coal with a heat
    content that ranges from approximately 8,300 to 10,500 Btus per pound.
      Most subbituminous reserves are found in Montana, Wyoming, Colorado, New
    Mexico, Washington and Alaska. Subbituminous coal is used primarily by
electric utilities and some industrial consumers.                 

- Bituminous Coal. Bituminous coal is a "soft" black coal with a heat 
    content that ranges from 10,500 to 14,000 Btus per pound. This coal is
      found in the Appalachia area, the Midwest, Colorado and Utah, and is the
 type most commonly used for electric power generation in the United
      States. Bituminous coal is used by electric utility and industrial users
 to generate steam, and as a feedstock to produce coke. Coal used in
metallurgical processes has characteristics that facilitate coke  
production.                                                       

- Anthracite Coal. Anthracite coal is a "hard" black coal with a heat 
     content as high as 15,000 Btus per pound. Anthracite deposits are found
    primarily in eastern Pennsylvania, and are used primarily for utility,
industrial and home heating purposes.                             

COAL QUALITIES                                                                  

   The primary factors considered in determining the value and marketability
of steam coal include heat content, sulfur content, and the percentage of ash,  
moisture and volatile matter. Most coal supply contracts require that these     
factors must fall within a specified range.                                     

   - Heat or Btu content. The heat content is the amount of energy contained
   in a given weight of coal. Coal is used to produce steam which drives
 turbines to generate electricity. The capacity of a steam boiler is
      limited by the amount of coal it can burn. High heat content coal allows
    for more efficient use of boiler capacity. The operators of coal-fired
    generating plants frequently blend coals with varying heat contents to
optimize their fuel efficiencies.                                 

   - Sulfur. Coal is commonly described with reference to its sulfur content
because environmental regulations dictate allowable sulfur dioxide
emissions when coal is burned. These emissions are measured on a  
     percentage basis or in terms of pounds per million Btu. Compliance coal
meets or exceeds the requirements of Phase I and the prospective  
       requirements of Phase II of the Clean Air Act Amendments. For purposes of
       the Clean Air Act, compliance coal is coal with a sulfur content of up to
1.2 pounds of sulfur dioxide per million Btus. Compliance coal is 
   desirable for some utility consumers because they can burn it without
       blending and earn sulfur emission credits or blend it with higher-sulfur,
    non-compliance coal even under Phase II requirements without having to
install scrubbers.                                                

- Ash. Ash is a non-combustible material contained in coal, which     
      diminishes the heating value. Since it is non-combustible, it is a waste
product of the combustion process and must be disposed afterwards.
   Electric utilities typically require coal with an ash content ranging
       from 4% to 17%, depending on individual power plant specifications. While
     the ash content of raw coal typically exceeds these specifications, the
ash content can be reduced at a coal preparation plant.           

 - Moisture Content. Moisture also diminishes the heating value of coal.
       Like ash, a high percentage of moisture increases the weight of the coal,
making it more expensive to transport, and causes                 

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      handling difficulties. Moisture can be removed through thermal drying or
      mechanical processes. The moisture content of coal varies by the type of
coal and the region where it is mined.                            

 - Volatile Matter. Volatile matter is combustible matter that vaporizes
      easily during combustion. It is important for electric utilities because
 most utility power plant boilers are designed to burn coal having a
medium to high percentage of volatile matter.                     

COAL REGIONS                                                                    

   The United States has the world's largest reserve base with approximately
24% of the world's coal reserves. The majority of U.S. coal production comes    
from the Appalachia, the Interior or the Western regions of the country.        

[MAP] 

Appalachia Region                                                           

- Northern Appalachia. Northern Appalachia includes Maryland, Ohio,   
      Pennsylvania and northern West Virginia. Coal from this region generally
      has a high heat content (12,000-13,000 Btus per pound of coal). However,
 its sulfur content (1.5%-2.5%) generally does not meet the Phase II
       requirements. Production in the region was approximately 158 million tons
       in 1998, up from 155 million tons in 1997. In 1998, 125 million tons were
sold to electric utilities.                                       

- Central Appalachia. Central Appalachia includes eastern Kentucky,   
      Virginia and southern West Virginia. Coal from this region generally has
     a low-sulfur content (0.7%-1.5%) and a high heat content (12,000-13,500
Btus per pound of coal). Much of this coal complies with Phase II 
    requirements. Production in central Appalachia was 278 million tons in
    1998 compared with 287 million tons in 1997. In 1998, 177 million tons
produced in Central Appalachia were sold to electric utilities    
principally in the southeast United States.                       

    - Southern Appalachia. Southern Appalachia includes Alabama and Tennessee.
   Coal from this region also has a low-sulfur content (0.7%-1.5%) and a
    high heat content (12,000-13,000 Btus per pound of coal). Much of this
    coal complies with Phase II requirements. Production in the region was
   approximately 24 million tons in 1998, compared to 25 million tons in
1997. In 1998, 17 million tons were sold to electric utilities.   

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Interior Region                                                             

     - Illinois Basin. The Illinois Basin includes Illinois, Indiana and western
   Kentucky. Coal from this region varies in heat content (10,000-12,500
Btus per pound of coal) and has a high-sulfur content (2.5%-3.5%).
     Generally, Illinois Basin coal does not satisfy the Phase II standards.
However, Illinois Basin coal can be burned in plants equipped with
    scrubbers, blended with low-sulfur coal or burned by plants with SO(2)
    emission credits. Production in the basin was 111 million tons in 1998
 and 112 million tons in 1997. In 1998, 98 million tons were sold to
electric utilities.                                               

Western Region                                                              

     - Rocky Mountains. The Rocky Mountain region consists primarily of Colorado
      and Utah. The coal from this region has a low-sulfur content (0.4%-0.6%)
     and varies in heat content (10,500-12,800 Btus per pound of coal). Most
     of this coal complies with Phase II standards. Production in the region
       was approximately 55 million tons in 1998, compared to 53 million tons in
1997. In 1998, 41 million tons were sold to electric utilities.   

- Powder River Basin. The Powder River Basin consists mainly of       
 southeastern Montana and northeastern Wyoming. This coal has a very
       low-sulfur content (0.25% to 0.65%), a low-heat content (8,000-9,200 Btus
     per pound of coal) and is very high in moisture content (20%-35%). Most
   of this coal complies with the Phase II standards, but many utilities
     cannot burn it without reducing the capacity of their plants, unless it
      is blended with higher Btu coal. Production in 1998 was 340 million tons
    compared with 305 million tons in 1997. In 1998, 331 million tons were
sold to electric utilities throughout the country.                

The following table presents U.S. coal production by region for the   
six-year period 1993 through 1998:                                              

                                                        [Enlarge/Download Table]

                               1993    1994     1995      1996      1997    1998 (EST.)
                               -----  -------  -------   -------   -------  -----------
                                                 (TONS IN MILLIONS)                    
                                                                                       
Appalachia.................... 409.7    445.4    434.9     451.9     467.8      468.0  
Interior...................... 167.2    179.9    168.5     172.8     170.8      165.0  
Western....................... 368.5    408.3    429.6     439.1     451.3      480.0  
                               -----  -------  -------   -------   -------    -------  
          Total............... 945.4  1,033.6  1,033.0   1,063.8   1,089.9    1,113.0  
                               =====  =======  =======   =======   =======    =======  

---------------                                                                 

Source: National Mining Association                                             

MINING METHODS                                                                  

    Coal is mined using either surface or underground methods. The method used
depends upon several factors, including the proximity of the target coal seam to
the earth's surface, and the geology of the surrounding area. Underground mining
methods typically are used for deeper seams. In 1998, surface mining accounted  
for approximately 61% of total U.S. coal production, with underground mining    
account for the balance of production.                                          

Underground Mining Methods                                                  

    - Continuous Mining. Continuous mining is a form of room and pillar mining
that uses remote-controlled continuous miners to cut a network of 
      interconnected passages as high as the coal seam. Roof bolters stabilize
      the mine roof and pillars are left to provide overall roof support. As a
  result of significant technological advances, this mining method has
     become the most common method of deep mining. Room and pillar mining is
     used as a primary recovery method in smaller mines and for developing a
       network of panels for longwall mining. Typically, the coal is loaded onto
       shuttle cars which transport the coal to a conveyor belt or rail cars for
  transport to the surface. The efficiency of continuous mining can be
enhanced through use of "synchronized" mining. Synchronized mining
  entails the operation of continuous miners in pairs to minimize down
time.                                                             

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   - Longwall Mining. Longwall mining is more efficient than room and pillar
     mining, but it is more expensive to install and can only be used if the
     geologic conditions of the coal seam are suitable. Longwall mining uses
       powerful hydraulic jacks, varying from four feet to 12 feet in height, to
     support the roof of the mine while mobile shearing machines extract the
   coal. A chain conveyor then moves the coal from the working face to a
      high capacity mine belt system for delivery to the surface. The longwall
    machine generally cuts blocks of coal, referred to as longwall panels,
    that have a width of up to 900 feet and a length of up to 11,000 feet.
   Longwall mining is a low-cost, high-output method of deep mining that
results in the recovery of approximately 60% of coal reserves.    

Surface Mining Methods                                                      

Surface mining consists of the following operations: removal of the   
covering layer of rock and soil, called overburden, extraction of the coal using
power shovels, which load the coal into trucks to transport the coal from the   
"pit," backfilling the excavation with earth, and restoring the site to its     
approximate original vegetation and appearance. In smaller surface mines,       
bulldozers and front-end loaders are often used to remove overburden. Front-end 
loaders can also be used to load coal.                                          

COAL PREPARATION                                                                

Depending on coal quality and customer requirements, raw coal may be  
shipped directly from the mine to the customer or upgraded in a coal preparation
plant. Most raw coal requires processing in a preparation plant to meet customer
specifications. Preparation plants size coal, wash it in a water solution,      
remove waste materials and separate coal into grades. This processing increases 
the quality and heat content of the coal, and ultimately the value, by reducing 
sulfur, ash and moisture content. However, this process results in additional   
expense and the loss of some coal. Coals of various quality can be mixed or     
"blended" at a preparation plant or loading facility to meet specific customer  
requirements. Coal blending can increase profit margins by reducing the cost of 
meeting quality specifications for individual customer contracts.               

COAL PRICES                                                                     

     Coal prices vary dramatically among coals and are affected primarily by the
required coal quality specifications, marginal cost of production and           
transportation costs to the customer.                                           

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     The following table summarizes average yearly open market steam coal prices
for the generation of electricity for selected regions:                         

                                                        [Enlarge/Download Table]

                                                                                           AVERAGE DOLLARS PER TON    
                                      BTU/                       POUNDS SO(2)/          ------------------------------
                                    POUNDS(1)                    MILLION BTU(1)          1996      1997     1998(EST.)
                         -------------------------------  ----------------------------  ------    ------    ----------
                                                                                                                      
Appalachia Region                                                                                                     
Central Appalachia       greater than or equal to 12,500     less than or equal to 1.2  $26.35    $25.01      $26.93  
                         greater than or equal to 12,500                    1.21 - 1.7   25.46     24.89       25.84  
                         greater than or equal to 12,500                    1.71 - 2.5   24.62     23.92       24.63  
                                        less than 12,500     less than or equal to 1.2   22.31     23.22       24.77  
                                        less than 12,500                    1.21 - 1.7   21.77     22.85       23.31  
                                        less than 12,500                    1.71 - 2.5   21.20     21.24       22.99  
Southern Appalachia      greater than or equal to 12,000                    1.21 - 2.5   25.93     26.68       26.86  
                                        less than 12,000     less than or equal to 1.2   27.36     27.81       23.53  
                                        less than 12,000                    1.21 - 2.5   25.06     23.72       22.08  
Northeastern Appalachia  greater than or equal to 12,750                    1.21 - 2.5   25.98     25.83       24.52  
                         greater than or equal to 12,750              greater than 2.5   22.91     24.12       23.20  
                                        less than 12,750              greater than 2.5   22.14     22.07       21.64  
Interior Region                                                                                                       
Illinois Basin           greater than or equal to 11,000                    1.21 - 2.5   23.34     22.73       22.48  
                         greater than or equal to 11,000              greater than 2.5   19.55     19.69       20.47  
                                        less than 11,000              greater than 2.5   17.50     18.89       18.26  
Western Region                                                                                                        
                                                 greater                                                              

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                                                                                               AVERAGE DOLLARS PER TON    
                                          BTU/                       POUNDS SO(2)/          ------------------------------
                                        POUNDS(1)                    MILLION BTU(1)          1996      1997     1998(EST.)
                             -------------------------------  ----------------------------  ------    ------    ----------
                                                                                                                          
Southern Powder River Basin           than or equal to 8,600     less than or equal to 1.2    4.27      4.04        4.40  
                                             less than 8,600     less than or equal to 1.2    3.23      3.25        3.30  
Northern Powder River Basin   greater than or equal to 8,800     less than or equal to 1.2    6.24      6.14        6.73  
                                             less than 8,800     less than or equal to 1.2    4.33      4.32        5.41  
Rockies -- Colorado          greater than or equal to 11,500  greater than or equal to 1.2   13.44     14.48       15.88  
                                            less than 11,500     less than or equal to 1.2   11.36     11.92       12.51  
Rockies -- Utah              greater than or equal to 11,500     less than or equal to 1.2   15.40     16.45       16.65  
                                            less than 11,500     less than or equal to 1.2   14.47     15.36       15.96  

---------------                                                                 

Source: Resource Data International Inc., Outlook for Coal, Winter 1998-1999.   

(1) Average Btu/lb and lb SO(2)/MMBtu for spot coals in each quality category   
over the 1996-1998 period.                                              

TRANSPORTATION                                                                  

Coal for domestic consumption generally is sold at the mine and       
transportation costs are normally borne by the purchaser. Coal for electricity  
generation is purchased on the basis of its delivered cost per million Btus.    
Most utilities arrange long-term shipping contracts with rail, barge or truck   
companies to assure stable transportation costs.                                

  Transportation is often a large component of the delivered cost of coal.
Although the customer pays the freight, transportation cost is still important  
to coal mining companies because the customer may choose a supplier largely     
based on the cost of transportation. According to Resource Data International,  
in 1998, transportation costs represented 57% of the overall delivered cost of  
coal produced in the western United States, 24% in the eastern United States and
19% in the midwestern United States.                                            

    According to the National Mining Association, in 1997 approximately 77% of
all domestically produced coal was shipped by rail or barge. Trucks and overland
conveyors are used to haul coal over shorter distances. Ships transport coal to 
export markets. Railroads move more coal than any other commodity, and in 1997  
coal accounted for 22% of total U.S. rail freight revenue and 45% of total rail 
freight tonnage.                                                                

DEREGULATION OF THE ELECTRIC UTILITY INDUSTRY                                   

  In October 1992, the National Energy Policy Act went into effect, giving
both utility and non-utility power generators access to the electricity         
transmission system. In April 1996, the Federal Energy                          

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Regulatory Commission issued orders establishing rules which encouraged         
competition among power generators by providing for open access to the          
electricity transmission system and enabling power generators to have access to 
a much broader national market. While broad deregulation legislation is still   
being considered at the federal level, a number of states have undertaken       
significant deregulation initiatives which would provide for greater competition
among power generators. Deregulation of the electric utility industry, if and   
where implemented, would enable industrial, commercial and residential customers
to shop for the lowest cost supply of power. This fundamental change in the     
industry is expected to compel electric utilities to be more aggressive in      
developing and defending market share, to be more focused on their cost and     
pricing structure and to be more flexible in reacting to changes in the market. 

 Federal deregulation of the electricity industry at the wholesale level
combined with the opening of the transmission system has had a substantial      
impact on the market for wholesale power. An active electricity futures trading 
market has developed and there has been considerable activity in the sale of    
electricity generating assets in the last several years. This has generally been
in response to mandates by state public utility regulatory commissions for      
electricity utilities to "unbundle" generation of power from their distribution 
and transmission activities. For the period from January 1997 through March     
1999, according to Cambridge Energy Research Associates, a total of 59 power    
generation sale transactions have been completed totaling an aggregate sale     
amount of $22.9 billion and 28% of the total generating capacity sold during    
this period has been coal-fired capacity.                                       

Recent sale transactions of existing coal-fired power plants have     
demonstrated that buyers have attributed a high value to these plants. According
to data from Cambridge Energy Research Associates, Resource Data International  
and Utility Data Institute, coal-fired power plants sold since 1997 averaged a  
price per kilowatt of capacity of $665 versus $240 per kilowatt for gas-fired   
plants and $113 per kilowatt for nuclear plants. We believe that the higher     
price per kilowatt for coal-fired plants versus gas-fired and nuclear plants    
reflects the view by buyers that the coal-fired plants, even after complying    
with the mandates of the Clean Air Act and environmental requirements of        
electric utility deregulation legislation, will have lower fuel and operating   
costs per kilowatt hour of power than other fossil fuel and nuclear plants. We  
also believe that the higher purchase price reflects confidence that these      
plants will have long operating lives in a market for coal-fired power plants   
that previously has not existed.                                                

     We believe that the move toward a competitive market for electricity should
prove beneficial to coal demand. According to Resource Data International, 22 of
the 25 lowest cost baseload electric generating stations are coal fired. As     
deregulation occurs and competition among generators increases, electricity     
generators will become increasingly sensitive to fuel costs because these costs 
typically represent about 78% of the variable cost of generating electricity    
from fossil fuels.                                                              

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BUSINESS

 We are a union-free, diversified producer and marketer of steam coal to
major United States electric utilities and industrial corporations. We began    
mining operations in 1971 with the purchase of the Dotiki mining complex in the 
Illinois Basin mining region in western Kentucky. Since then, over the past 28  
years, we have constructed three new mining complexes, acquired two existing    
mining complexes and are currently developing a new mining complex from which we
expect to begin production in the fall of 2000. We are the eighth largest coal  
producer in the eastern United States. At March 31, 1999, we had approximately  
407 million tons of reserves. In 1998, we produced 13.4 million tons of coal and
sold 15.1 million tons of coal.                                                 

BUSINESS STRATEGY                                                               

    Our business strategy is to increase our profitability and to maximize our
distributions to unitholders by:                                                

  - Continuing to make productivity improvements in order to be a low-cost
      producer in each region in which we operate.  We are continually working
      to improve our mining methods and the efficiency of our operations in an
     effort to reduce our production costs. We believe that the deregulation
  of the electric utility industry will cause utilities to become more
      aggressive in seeking low cost supplies of coal. Accordingly, we believe
   that our focus on lowering our production costs will enable us to bid
more successfully for contracts and to increase our profitability.

  - Offering our customers a broad range of coal qualities, transportation
alternatives and customized services.  Some utilities will operate
scrubbed generating units, which can burn high-sulfur coal, and   
     unscrubbed generating units, which require low-sulfur coal, at the same
   power plant. We believe it is important to produce coals with a broad
      range of qualities to satisfy customer demand. In addition, we also work
with customers to provide customized additional services, such as 
     scrubber sludge removal and alternative transportation arrangements, to
meet particular needs.                                            

 - Extending the lives of our mines through the development of currently
     undeveloped coal reserves using our existing infrastructure.  We expect
      to be able to extend production from our existing reserves. As we secure
    additional coal supply contracts, we believe we will be able to expand
existing mines or develop new mines on our existing properties. In
   addition, we believe favorable geological conditions will allow us to
 begin using a longwall miner, the most efficient underground mining
     technique currently available, at a second mining complex. The longwall
mining method is described under "Coal Industry Overview -- Mining
Methods."                                                         

- Developing new mining complexes in locations with attractive market 
     conditions.  We have recently initiated plans to construct a new mining
    complex in Gibson County, Indiana. We entered into a contract with PSI
     Energy, Inc. a subsidiary of Cinergy, in June 1999 to supply low-sulfur
     coal to the unscrubbed generating units at Gibson Generating Station in
       Gibson County, Indiana. We anticipate that production from this mine will
commence in the fall of 2000.                                     

- Engaging in strategic acquisitions of mining operations and         
       reserves.  When attractive opportunities exist, we intend to acquire coal
reserves and mining operations that are adjacent or otherwise     
    complementary to our existing operations. In May 1999, we exercised an
    option to acquire approximately 14.6 million tons of reserves in Grant
     and Tucker Counties in West Virginia in accordance with the mining plan
   at our Mettiki mining complex. We will continue to acquire additional
     reserves at or adjacent to existing producing mines in order to replace
reserves on a cost-efficient basis.                               

 - Developing strategic relationships to take advantage of opportunities
       created by the deregulation of the electric utility industry.  We believe
     the deregulation of the electric industry will offer the opportunity to
enter into strategic relationships with some utility customers. In
       addition to supplying coal, we may coordinate transportation alternatives
and provide other customized services. Using                      

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     these successful relationships, we believe we will have the opportunity
 to supply our utility customers with an increasing portion of their
aggregate coal requirements.                                      

COMPETITIVE STRENGTHS                                                           

     We believe we are in a strong position to successfully execute our business
strategy due to the following competitive strengths:                            

   - We are a proven operator with a track record of steady growth. Over the
      past five years, we have successfully grown our operations by increasing
     our total coal production from 8.5 million tons in 1994 to 13.4 million
      tons in 1998. Over the same period, our earnings before interest, income
      taxes, depreciation, depletion and amortization has increased from $45.7
 million in 1994 to $52.5 million in 1998. Earnings before interest,
    income taxes, depreciation, depletion and amortization is presented to
    provide additional information related to our ability to service debts
      and pay the minimum quarterly distribution and should not be interpreted
as an alternative measure of operating results or cash flow from  
operations.                                                       

    - We have successfully increased our productivity. From 1994 through 1998,
    we have achieved a 7% compound annual growth rate in our productivity,
      measured in tons produced per man hour. This resulted in a 16% reduction
      of the cost per ton of the coal we sold during this period. Our improved
   productivity is primarily a result of improvements in mining methods,
       prior capital expenditures, increased operational expertise and favorable
    geological conditions. We believe our cost competitiveness gives us an
     advantage in winning contracts and increases the profitability of these
contracts.                                                        

- We have an attractive portfolio of long-term contracts. In 1998,    
       approximately 75% of our sales tonnage was sold under long-term contracts
    with maturities extending through 2010, generally at market prices. Of
     the 97.5 million tons of coal committed under our significant long-term
    contracts as of June 30, 1999, a majority is committed under long-term
     contracts with electric utilities with investment grade credit ratings.
   Accordingly, unlike some other coal companies, we do not have a large
    portfolio of long-term contracts with above-market prices that will be
difficult to match as those contracts expire. We believe that our 
 domestic utility customers are among the most efficient electricity
     producers in the country and should be in a strong competitive position
    as the electric utility industry deregulates. In addition, many of our
      domestic utility customers operate power plants with scrubbed generating
   units that burn medium- and high-sulfur coal. Medium- and high-sulfur
       coal make up approximately 64.7% of our total volumes committed under our
significant long-term contracts.                                  

- We possess substantial long-lived reserves with adjacent expansion  
     opportunities. Our total proven and probable reserves at March 31, 1999
were estimated to be approximately 407 million tons. This includes
approximately 142.0 million tons of undeveloped reserves in Gibson
       County, Indiana, approximately one-third of which are low-sulfur coal. We
  believe that we control adequate reserves to implement our currently
       contemplated mining plans. In addition, there are substantial reserves on
  adjacent properties that we intend to acquire or lease as our mining
      operations approach these areas. We believe that we are the most logical
     buyer for these properties because of our nearby operations and that we
will be able to buy most of these properties on attractive terms. 

  - Our mining operations are strategically located. Our mining operations
    are located near many of the major utility generating plants and on or
near the coal hauling railroads in the eastern United States.     
Transportation costs, which are generally incurred directly by a  
    customer, can represent a significant portion of that customer's total
delivered cost of coal. Accordingly, the availability and cost of 
transportation significantly impacts the marketability of coal. We
      believe our strategic geographic location gives us a transportation cost
advantage compared to many of our competitors.                    

- We produce and sell a wide variety of coals to several geographic   
  regions. Our product diversity allows us to participate in the major
   segments of the eastern United States coal markets while limiting our
exposure to a downturn in any single market segment. In 1998, our 
production was                                                    

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approximately 18% low-sulfur coal, 23% medium-sulfur coal and 59% 
     high-sulfur coal. In addition, our coal generally has a relatively high
    heat content for the regions in which it is produced, and as a result,
sells at a premium price.                                         

   - We have a strong management team with a successful record of developing
     and acquiring coal properties. Our senior management team has been with
      us for an average of 18 years. This management team has been responsible
   for the successful construction of three new mining complexes and the
      acquisition of two existing mining complexes. Most recently, we acquired
  the Hopkins County Coal mining complex in 1998 and have successfully
 integrated it into our Illinois Basin operations on schedule and in
accordance with our business plan.                                

COAL RESERVES                                                                   

As of March 31, 1999, we had approximately 407 million tons of coal   
reserves. All of the estimates of reserves which are presented in this          
prospectus are of proven and probable reserves. Proven and probable reserves are
reserves that we can economically produce using current extraction technology   
from acreage we own, lease or have an option to purchase or lease. We have      
included a more complete definition of these terms in our glossary.             

    The following table sets forth production data and reserve information, as
of March 31, 1999, about each of our mining complexes.                          

                                                        [Enlarge/Download Table]

                                                                                    TYPICAL CLEAN COAL    
                                                                                         QUALITY          
                                                                                --------------------------
                                                                       1998        HEAT                   
                                                                    PRODUCTION   CONTENT                  
                                                                    (MILLIONS     (BTUS      SULFUR   ASH 
OPERATIONS                      LOCATION               MINE TYPE     OF TONS)   PER POUND)    (%)     (%) 
----------                      --------               ---------    ----------  ----------   ------   ----

                                                                                                          
Illinois Basin                                                                                            
 Dotiki               Webster County, KY              Underground       3.5       12,500      2.9      8.1
 Pattiki              White County, IL                Underground       2.1       11,700      3.0      7.9
 Hopkins County Coal  Hopkins County, KY              Surface/                                            
                                                      Underground       2.3       11,300      3.2     12.4
 Gibson County                                                                                            
   (North)            Gibson County, IN               Underground        --       11,600      1.0      7.0
 Gibson County                                                                                            
   (South)            Gibson County, IN               Underground        --       11,600      2.1       NA
                                                                       ----                               
       Region Total                                                     7.9                               
                                                                       ----                               
East Kentucky                                                                                             
 Pontiki/Excel        Martin County, KY               Underground       1.6       12,800      0.7      6.7
 MC Mining            Pike County, KY                 Underground       0.9       12,800      0.7      7.2
                                                                       ----                               
       Region Total                                                     2.5                               
                                                                       ----                               
Maryland                                                                                                  
 Mettiki              Garrett County, MD,             Underground       3.0       13,000      1.6     10.0
                      Grant County, WV                                                                    
                      and Tucker County, WV                                                               
                                                                       ----                               
       Total                                                           13.4                               
                                                                       ====                               
       % of Total                                                                                         



                            PROVEN AND PROBABLE RESERVES                                                  
                      -----------------------------------------                                           

                         LOW       MEDIUM       HIGH                                                      
OPERATIONS            SULFUR(1)   SULFUR(1)   SULFUR(1)   TOTAL                                           
----------            ---------   ---------   ---------   -----                                           
                             (TONS IN MILLIONS)                                                           
                                                                                                          
Illinois Basin                                                                                            
 Dotiki                    --          --        53.0      53.0                                           
 Pattiki                   --          --        72.7      72.7                                           
 Hopkins County Coal                                                                                      
                           --          --        39.7      39.7                                           
 Gibson County                                                                                            
   (North)               37.8          --          --      37.8                                           
 Gibson County                                                                                            
   (South)               10.9        44.1        49.2     104.2                                           
                        -----       -----       -----     -----                                           
       Region Total      48.7        44.1       214.6     307.4                                           
                        -----       -----       -----     -----                                           
East Kentucky                                                                                             
 Pontiki/Excel           28.7(2)       --          --      28.7(2)                                        
 MC Mining               24.8          --          --      24.8                                           
                        -----       -----       -----     -----                                           
       Region Total      53.5          --          --      53.5                                           
                        -----                             -----                                           
Maryland                                                                                                  
 Mettiki                   --        46.5          --      46.5                                           
                        -----       -----       -----     -----                                           
       Total            102.2        90.6       214.6     407.4                                           
                        =====       =====       =====     =====                                           
       % of Total        25.1%       22.2%       52.7%    100.0%                                          
                        =====       =====       =====     =====                                           

---------------                                                                 

(1) We classify low-sulfur coal as coal with a sulfur content of less than 1%,  
medium-sulfur coal as coal with a sulfur content between 1% and 2% and  
high-sulfur coal as coal with a sulfur content of greater than 2%.      

(2) Includes 1.3 million tons of low-sulfur reserves at our inactive Toptiki    
mine. See "Mining Operations and Production -- East Kentucky            
Operations -- Toptiki."                                                 

Our reserve estimates are prepared from geological data assembled and 
analyzed by our staff of geologists and engineers. This data is obtained through
our extensive, ongoing exploration drilling and in-mine channel sampling        
programs. Reserve estimates will change from time to time in reflection of      
mining activities, analysis of new engineering and geological data, acquisition 
or divestment of reserve holdings, modification of mining plans or mining       
methods and other factors. Weir International Mining Consultants, an independent
mining and geological consultant, has audited our estimates of our coal         
reserves. The audit included a review of reserve base maps, data from drill     
holes, our reserve calculation                                                  

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methodology and assumptions and available quality trend maps. See Appendix E,   
"Coal Reserve Audit Summary Report of Weir International Mining Consultants."   

We estimate that approximately 73 million tons of our reserves, or    
approximately 71% of our low-sulfur reserves and 18% of our reserves at March   
31, 1999, meet compliance standards for Phase II of the Clean Air Act           
Amendments. Compliance coal consists of coal that emits less than 1.2 pounds of 
SO(2) per million Btu.                                                          

We lease almost all of our reserves and generally have the right to   
maintain the lease in force until the exhaustion of minable and merchantable    
coal located within the leased premises or a larger coal reserve area. These    
leases provide for royalties to be paid to the lessor at a fixed amount per ton 
or as a percentage of the sales price. Many leases require payment of minimum   
royalties, payable either at the time of the execution of the lease or in       
periodic installments, even if no mining activities have begun. These minimum   
royalties are normally credited against the production royalties owed to a      
lessor once coal production has commenced. We made lease payments to third party
surface and mineral owners of $13.2 million in 1998.                            

    Consistent with industry practices, we conduct only limited investigations
of title to third-party coal properties prior to leasing these properties. The  
title of the lessors or grantors and the boundaries of our leased properties are
not fully verified until we prepare to mine the reserves contained in these     
properties. If defects in title or boundaries of undeveloped reserves arise in  
the future, our right to mine these reserves could be materially adversely      
affected. In connection with our reorganization in preparation for this         
offering, we have obtained the consents of our lessors or determined that       
obtaining such consents is not required. Although we believe we have obtained   
all necessary consents, in the event that we have failed to obtain a necessary  
consent, our operations may be adversely impacted if we experience any          
disruption of our mining operations as a consequence. We have requested that the
lessor of a portion of our reserves at the MC Mining and Pontiki mines, Big     
Sandy Management Company, Inc., confirm that a consent to this transaction is   
not necessary. As of the date of this Prospectus, Big Sandy has not responded to
this request. While we believe that this consent is not required, we cannot     
assure you what the outcome will be with respect to this matter.                

For economic and other operational reasons, a portion of our reserves 
described above may be mined only after the construction of additional mining   
facilities. The extent to which we will eventually mine our reserves will depend
on the price and demand for coal of the quality and type we control, the price  
and supply of alternative fuels and future mining practices and regulations.    

MINING METHODS                                                                  

    We mine coal using both underground and surface methods. Approximately 88%
of the coal we produced in 1998 came from underground mines and 12% came from   
surface mines. We use the continuous mining method in all of our underground    
mines. In several of these mines we have synchronized these units with two      
continuous miners to improve productivity and reduce unit costs. We also use the
longwall method at Mettiki. All of our surface mining operations are at Hopkins 
County Coal.                                                                    

MINING OPERATIONS AND PRODUCTION                                                

We produce a diverse range of steam coals with varying sulfur and heat
contents which enables us to satisfy the broad range of specifications demanded 
by our customers. In 1998, we produced 13.4 million                             

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tons of coal from our existing mines and sold approximately 15.1 million tons of
coal, including brokered tonnage. The following chart illustrates our production
by region for the last four years.                                              

                                                        [Enlarge/Download Table]

OPERATING REGION AND MINES                                   1995    1996    1997    1998
--------------------------                                   ----    ----    ----    ----
                                                                  (TONS IN MILLIONS)     
                                                                                         
Illinois Basin Operations:                                                               
  Dotiki, Pattiki, Hopkins County Coal...................... 4.4     4.3      5.2     7.9
East Kentucky Operations:                                                                
  Pontiki/Excel, MC Mining.................................. 1.8     2.0      2.8     2.5
Maryland Operations:                                                                     
  Mettiki................................................... 2.6     2.7      2.9     3.0
                                                             ---     ---     ----    ----
          Total............................................. 8.8     9.0     10.9    13.4
                                                             ===     ===     ====    ====

Illinois Basin Operations                                                   

  Our Illinois Basin mining operations are located in western Kentucky and
southern Illinois. We have 760 employees in the Illinois Basin. We operate three
mining complexes and a rail-to-barge transloading terminal in the Illinois      
Basin.                                                                          

Dotiki. Dotiki is an underground mining operation located in Webster  
County, Kentucky. The mine was opened in 1966, and we purchased the mine in     
1971. Our Dotiki operation utilizes continuous mining units employing room and  
pillar mining techniques. As a result of more efficient mining methods and      
certain capital improvements, from 1994 to 1998 we have achieved a compound     
annual growth rate in the productivity of the mine of approximately 12%. We     
expect to begin synchronous mining during 1999. We are in the process of        
increasing the throughput capacity of our preparation plant from 650 to 1,000   
tons of raw coal an hour. We expect these improvements to increase productivity 
and reduce unit costs. Production from the mine is shipped via the CSX railroad,
the Paducah & Louisville railroad and by truck. Our primary customers for coal  
produced at Dotiki are Seminole Electric Cooperative, Tennessee Valley Authority
and West Kentucky Energy, who purchase our coal pursuant to long-term contracts 
for use in their scrubbed generating units.                                     

Pattiki. Pattiki is an underground mining operation located in White  
County, Illinois. We constructed the mine in 1980 and have operated it since its
inception. Our Pattiki operation utilizes continuous mining units employing room
and pillar mining techniques. Half of our continuous mining units are engaged in
synchronous mining. The preparation plant has a throughput capacity of 1,000    
tons of raw coal an hour. Production from the mine is shipped via the CSX       
railroad. Our primary customers for coal produced at Pattiki are Seminole       
Electric Cooperative and Tennessee Valley Authority, who purchase our coal      
pursuant to long-term contracts for use in their scrubbed generating units.     

 Hopkins County Coal. Hopkins County Coal is a mining complex located in
Hopkins County, Kentucky. The operation has three surface mines, one of which is
currently idle, and one underground mine. We acquired Hopkins County Coal in    
January 1998. Following the acquisition, we completed extensive equipment       
rebuilds and purchases. In accordance with our acquisition plan, we incurred    
substantial start-up costs in early 1998, while we completed extensive rebuilds 
of older equipment and purchases of new or refurbished equipment. We began to   
realize higher productivity as a result of these capital investments beginning  
in the third quarter of 1998. We expect to realize the full impact of these     
efficiencies in 1999. The surface operations utilize dragline mining, and the   
underground operations utilize continuous mining units employing room and pillar
mining techniques. The preparation plant has a throughput capacity of 1,000 tons
of raw coal an hour. Production from the complex is shipped via the CSX and the 
Paducah & Louisville railroads and by truck. Our primary customers for coal     
produced at the Hopkins County Coal complex include Louisville Gas & Electric,  
Tennessee Valley Authority and Western Kentucky Energy.                         

 Gibson County. Over the last 19 years, we have acquired and leased 37.8
million tons of low-sulfur coal reserves located in Gibson County, Indiana,     
situated in the southwestern portion of the state. We refer to these reserves as
the Gibson County "north" reserves, all of which are low-sulfur coal. In 1997,  
we                                                                              

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acquired an additional 104.2 million tons of reserves in Gibson County. We refer
to these reserves as the Gibson County "south" reserves. Approximately 10.9     
million tons of our Gibson County south reserves are low-sulfur coal. We believe
that the low-sulfur quality of our Gibson County properties is uncommon in the  
Illinois Basin. We recently entered into a long-term contract with PSI Energy, a
subsidiary of Cinergy, for production from our new development project for our  
Gibson County north reserves. We have commenced construction of a new mining    
complex adjacent to these reserves to supply this contract. We plan to utilize  
continuous mining units in the mine upon construction. We expect production from
the new mine to commence in the fall of 2000 and have contractual commitments   
for an aggregate of 23 million tons of production from this mine through 2012.  

East Kentucky Operations                                                    

   Our East Kentucky mining operations are located in the central Appalachia
coal fields. Our East Kentucky mines are currently our principal source for     
low-sulfur coal. We have 230 employees and operate two mining complexes in East 
Kentucky. We also have one inactive mining complex in East Kentucky.            

  Pontiki/Excel. Pontiki/Excel is an underground mining complex located in
Martin County, Kentucky. In 1977, we constructed the mine and operated it       
continuously until September 1998, when we suspended operations and terminated  
substantially all of our workforce due to adverse market conditions. While we   
had intended originally to idle the mine for an indefinite period, we were able 
to procure a new long-term supply agreement that justified the re-opening of the
mine beginning in late 1998. As a result, this operation was restructured with a
new mine plan, operating structure, and workforce hired by Excel, an affiliate  
of Pontiki. Pontiki owns the mining complex and reserves and Excel is           
responsible for conducting all mining operations. While idled, the mine incurred
a net loss of approximately $5.2 million, consisting of workers' compensation   
accruals and severance payments consistent with the federal WARN Act, as well as
the costs associated with maintaining an idled mine. During late 1998 and early 
1999, we incurred substantial start-up costs to bring Pontiki/Excel up to its   
current production level. Despite operating at reduced production volumes, our  
current productivity levels are approximately 9% higher than what we achieved   
during the first three quarters of 1998. We expect to reach full production at  
Pontiki/Excel during the second half of 1999. All of the coal produced at       
Pontiki/Excel meets or exceeds the compliance requirements of Phase II of the   
Clean Air Act Amendments. Our Pontiki/Excel operation utilizes continuous mining
units employing room and pillar mining techniques. The preparation plant has a  
throughput capacity of 800 tons of raw coal an hour. Production from the mine is
shipped via the Norfolk Southern railroad and by truck. Our primary customers   
for coal produced at Pontiki are Cogentrix and AEI Coal Sales, which resells the
coal it purchases from us to Carolina Power & Light.                            

MC Mining. MC Mining is an underground mining facility located in Pike
County, Kentucky which we acquired in 1989. MC Mining began production in       
December 1996 and is expected to reach full capacity in 1999. The mine is       
operated by a contract mining company. The operation utilizes continuous mining 
units employing room and pillar mining techniques. The preparation plant has a  
throughput capacity of 850 tons of raw coal an hour. An upgrade of the          
preparation plant is planned for 1999 and is expected to increase yields        
approximately 3% and to reduce unit operating costs. Production from the mine is
shipped via the CSX railroad and by truck. MC Mining sells its production       
primarily to industrial customers.                                              

 Toptiki. Toptiki is a surface and underground mining complex located in
Martin County, Kentucky which we acquired in 1978. After conducting surface     
mining operations through 1982 and underground operations through 1996, we      
discontinued mining at the complex. Reclamation activities at the mine are still
ongoing and approximately 1.3 million tons of low-sulfur reserves remain in     
place. We are currently evaluating a number of options with respect to this     
property, including a potential sale.                                           

Maryland Operations                                                         

     Our Maryland operations are located in the northern Appalachia coal fields.
We have 250 employees in Maryland.                                              

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 Mettiki. Mettiki is an underground longwall mining operation located in
Garrett County, Maryland. We constructed Mettiki in 1977 and have operated it   
since its inception. As a result of more efficient mining methods and certain   
capital improvements, from 1994 to 1998 we have achieved a compound annual      
growth rate in the productivity of the mine of approximately 7%. The operation  
utilizes a longwall miner for the majority of the coal extraction plus          
continuous mining units to prepare the mine for future longwall mining operation
areas. The preparation plant has a throughput capacity of 1,350 tons of raw coal
an hour. Production from the mine is shipped via trucks and the CSX railroad.   
Our primary customer for coal produced at Mettiki is Virginia Electric Power    
Company which purchases the coal pursuant to a long-term contract for use in the
scrubbed generating units at its Mt. Storm, West Virginia power plant located   
less than 30 miles away. We also process coal at Mettiki for Anker Energy       
Corporation and one of its affiliates, which is sold to Virginia Electric Power 
Company for use at the Mt. Storm facility.                                      

OTHER OPERATIONS                                                                

Coal Brokerage                                                              

We buy coal from independent producers throughout the eastern United  
States, which we then sell directly and indirectly to steam, metallurgical and  
industrial customers. We purchased and sold 1.6 million tons of coal in 1998. We
have a policy of matching our purchases and sales to minimize market risks      
associated with buying and selling coal.                                        

Mt. Vernon Terminal                                                         

   Mt. Vernon terminal is a rail-to-barge loading terminal on the Ohio River
in Mt. Vernon, Indiana. The terminal has a capacity of 5.5 million tons per year
with existing ground storage. Our primary customer at Mt. Vernon is Seminole    
Electric Cooperative, with whom we have a contract to load up to 2.7 million    
tons of coal annually. However, Seminole has filed suit in Indiana state court  
to terminate this contract and is seeking a declaratory judgment as to the      
damages they owe us in connection with the termination of the contract. We are  
currently not loading any volumes for Seminole. We are currently exploring our  
options with respect to this terminal, including loading agriculture products or
aggregate or a potential sale of the facility. See "-- Legal Proceedings."      

Additional Services                                                         

We aggressively develop and market additional services in order to    
establish ourselves as the supplier of choice for our customers. Examples of the
kind of services we have offered to date include ash and scrubber sludge        
removal, coal yard maintenance and arranging alternate transportation services. 
We will continue to think proactively in providing additional services for      
customers and believe that this approach will give us a competitive advantage in
obtaining coal supply contracts in the future.                                  

COAL TRANSPORTATION                                                             

Our coal is transported to our customers by rail, barge and truck.    
Depending on the proximity of the customer to the mine and the transportation   
available for delivering coal to that customer, transportation costs can range  
from 10% to 60% of the delivered cost of a customer's coal. As a consequence,   
the availability and cost of transportation constitute important factors in the 
marketability of coal. We believe our mines are located in favorable geographic 
locations that minimize transportation costs for our customers.                 

   We generally pay truck charges to deliver coal to a barge or rail loadout
facility, and customers typically pay the transportation costs from the loadout 
facilities to the customer's plant. At the Mettiki mine, we operate a truck     
delivery system that transports the coal from the mine to Virginia Electric     
Power Company's Mt. Storm power plant.                                          

In 1998, the largest volume transporter of our coal production was CSX
which moved approximately 50% of our tonnage over its rail system. The practices
of and rates set by the railroad serving a particular                           

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mine might affect, either adversely or favorably, our marketing efforts with    
respect to coal produced from the relevant mine.                                

CUSTOMERS                                                                       

In 1998, approximately 84% of our production was consumed by electric 
utilities with the balance consumed by cogeneration plants and industrial users.
Our three largest customers are Tennessee Valley Authority, Seminole Electric   
Cooperative and Virginia Electric Power Company. Shipments to these customers   
accounted for approximately 52% of our 1998 sales tonnage. Each of these        
customers has purchased coal regularly from us for more than 15 years.          

    The following chart sets forth our major customers, the tons sold to those
customers (contract and spot), the percentage of total sales represented by     
those sales and the date we began supplying coal to each customer:              

                                                        [Enlarge/Download Table]

                                      1998        1998        1998        1998             
                                   CONTRACTUAL    SPOT        TOTAL      % TOTAL   CUSTOMER
MAJOR CUSTOMERS                     TONS SOLD   TONS SOLD   TONS SOLD   TONS SOLD  SINCE(1)
---------------                    -----------  ---------   ---------   ---------  --------
                                                     (TONS IN THOUSANDS)                   
                                                                                           
TVA...............................    2,592         161       2,753         18%      1971  
Seminole Electric.................    2,396         286       2,682         18%      1982  
VEPCO.............................    2,338          90       2,428         16%      1977  
Louisville Gas & Electric.........    1,083         628       1,711         11%      1997  
Anker/VEPCO(2)....................      419          --         419          3%      1990  
Cogentrix(3)......................      278          --         278          2%      1978  
Other (71 customers)..............    2,359       2,523       4,882         32%            
                                     ------       -----      ------        ---             
  Total...........................   11,465       3,688      15,153        100%            

---------------                                                                 

(1) Represents the year we first began supplying coal to that particular        
   customer. However, for some of our customers, there were periods lasting up
to several years where we did not supply any coal.                      

(2) Represents coal processed under contract to Anker which is sold to Virginia 
Electric Power Company.                                                 

(3) Includes sales to James River Cogeneration Company, a joint venture between 
Cogentrix of Virginia and a subsidiary of Southern California Edison    
Company.                                                                

COAL CONTRACTS                                                                  

As is customary in the coal industry, we have entered into long-term  
contracts with many of our customers. These arrangements are mutually           
beneficial. Our utility customers secure a fuel supply for their power plants   
for years into the future. Our long-term contracts contribute to our stability  
and profitability by providing greater predictability of sales volumes and sales
prices. In 1998, approximately 85% of our production and 75% of our sales were  
made under long-term contracts. Historically, approximately 70% of our sales    
have been made pursuant to long-term contracts. We believe our long-term        
contract position compares favorably to that of our competitors.                

By providing a diverse range of coals with varying sulfur and heat    
contents, we can satisfy the demanding specifications of a broad customer base. 
Our diversity of coals enables us to serve a broader market and more readily    
secure long-term contracts.                                                     

     The terms of long-term contracts are the results of both bidding procedures
and extensive negotiations with the customer. As a result, the terms of these   
contracts vary significantly in many respects, including price adjustment       
features, price and contract reopener terms, permitted sources of supply, force 
majeure provisions, coal qualities, quantity, flexibility and adjustments.      
Virtually all of our long-term contracts are subject to price adjustment        
provisions which permit an increase or decrease periodically in the contract    
price to reflect changes in specified price indices or items such as taxes or   
royalties or increases and decreases in actual production costs. These          
provisions, however, may not assure that the contract price will reflect every  
change in production or other costs. Failure of the parties to agree on a price 
pursuant to an adjustment or a reopener provision can lead to early termination 
of a contract. Some of the long-term contracts also permit the contract to be   
reopened to renegotiate terms and conditions in addition to price               

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or to terminate the contract. The long-term contracts typically stipulate       
procedures for quality control, sampling and weighing. Most contain provisions  
requiring us to deliver coal within ranges for specific coal characteristic such
as heat, sulfur, ash, moisture, grindability, volatility and other qualities.   
Failure to meet these specifications can result in economic penalties or        
termination of the contracts. While most of the contracts specify the approved  
seams and/or approved locations from which the coal is to be mined, some        
contracts allow the coal to be sourced from more than one mine or location.     
Although the volume to be delivered pursuant to a long-term contract is         
stipulated, the buyers often have the option to vary the volume within specified
limits.                                                                         

The table below sets forth information about our significant long-term
contracts as of June 30, 1999. The total commitment of coal under contract is an
approximate number because, in some instances, the contract contains provisions 
which could cause the nominal total commitment to increase or decrease by as    
much as 20%.                                                                    

                                                                [Download Table]

                                               NOMINAL COMMITMENT                  
                                                 UNDER CONTRACT                    
           CUSTOMER              SULFUR TYPE   (TONS IN MILLIONS)     EXPIRATION   
           --------             -------------  ------------------  ----------------
                                                                                   
Seminole.......................  High sulfur          28.7         December 2010   
Cinergy(1).....................  Low sulfur           22.8         December 2012   
VEPCO.......................... Medium sulfur         16.9         December 2006   
AEI/Carolina Power & Light.....  Low sulfur           11.0(2)      December 2006   
TVA............................  High sulfur           6.0(3)      June 2003       
LG&E...........................  High sulfur           3.7         December 2001   
TVA............................  High sulfur           2.4         June 2001       
West Kentucky Energy...........  High sulfur           2.2         December 2001   
Anker Energy/VEPCO............. Medium sulfur          1.5         December 2002   
TVA............................  High sulfur           0.9         June 2000       
VEPCO-North Branch............. Medium sulfur          0.5         June 2001       
Owensboro Municipal............  High sulfur           0.3         December 2001   
James River Cogeneration                                                           
  Company......................  Low sulfur            0.3(4)      October 2002    
Cogentrix of North Carolina....  Low sulfur            0.3(5)      December 2002   
                                                      ----                         
          Total Tons...........                       97.5                         
                                                      ====                         

---------------                                                                 

(1) Represents a contract with PSI Energy, a subsidiary of Cinergy. Deliveries  
under this contract are not scheduled to begin until the fall of 2000.  

(2) Includes our option to sell an additional 400,000 tons per year or an       
aggregate 2.8 million tons.                                             

(3) Represents two contracts contained in one requisition order from TVA.       

(4) James River Cogeneration Company is a joint venture between Cogentrix of    
   Virginia and a subsidiary of Southern California Edison Company. Represents
  an estimate of 80,000 tons annually through the term of the contract. This
    requirements contract obligates James River Cogeneration Company to purchase
    an amount of coal from us equal to the amount burned at the Hopewell Station
power plant. In 1998, James River Cogeneration Company purchased        
approximately 121,000 tons pursuant to this agreement.                  

(5) Represents an estimate of 100,000 tons annually through the term of the     
  contract. This requirements contract obligates Cogentrix of North Carolina
to purchase an amount of coal from us equal to the amount burned at the 
Roxboro and Southport Station power plants. In 1998, Cogentrix of North 
 Carolina purchased approximately 157,000 tons pursuant to this agreement.

EMPLOYEES AND LABOR RELATIONS                                                   

  We have approximately 1,340 employees, including 100 corporate employees
and 1,240 in active operations. Our work force is entirely union-free. Relations
with employees are generally good, and there                                    

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have been no recent work stoppages or union organizing campaigns among the      
employees since the unsuccessful campaigns to organize Mettiki in 1992 and      
Pontiki in 1993.                                                                

COMPETITION                                                                     

The United States coal industry is highly competitive with numerous   
producers in all coal producing regions. We compete with other large producers  
and hundreds of small producers in the United States. The largest coal company  
is estimated to have sold less than 15% of the total 1998 tonnage sold in the   
United States market. We compete with other coal producers primarily on the     
basis of coal price at the mine, coal quality (including sulfur content),       
transportation cost from the mine to the customer and the reliability of supply.
Continued demand for our coal and the prices that we obtain are also affected by
demand for electricity, environmental and government regulations, technological 
developments and the availability and price of alternative fuel supplies,       
including nuclear, natural gas, oil and hydroelectric power.                    

LEGAL PROCEEDINGS                                                               

     We are subject to various types of litigation in the ordinary course of our
business. Disputes with our customers over the provisions of long-term coal     
supply contracts arise occasionally and generally relate to, among other things,
coal quality, pricing, quantity, and the existence of force majeure conditions. 
Although we are not currently involved in any litigation involving our long-term
coal supply contracts, we cannot assure you that disputes will not occur in the 
future or that we will be able to resolve those disputes in a satisfactory      
manner. Other than the litigation with Seminole Electric Cooperative described  
immediately below, we are not engaged in any litigation which we believe is     
material to our operations. In addition, we are not aware of any legal          
proceedings against us under the various environmental protection statutes to   
which we are subject. See "-- Regulation" below for a more complete discussion  
of our material environmental obligations.                                      

    We are currently involved in litigation with Seminole Electric Cooperative
with respect to a long-term contract for the annual transloading of 2.7 million 
tons of coal from rail to barge through our Mt. Vernon, Indiana terminal.       
Seminole has filed suit in Indiana state court to terminate this contract and is
seeking a declaratory judgment as to the amount of damages it owes us in        
connection with the termination of the contract. This action, styled Seminole   
Electric Cooperative, Inc. v. Mount Vernon Coal Transfer Co., Case No. IP       
98-1732-C Y/F was filed in the federal court for the Southern District of       
Indiana in December of 1998. We filed an answer and a counterclaim in February  
of 1999 and Seminole moved to dismiss the counterclaim in March of 1999. We     
responded to the motion to dismiss in March of 1999. We amended our counterclaim
in June of 1999 and Seminole moved to dismiss our amended counterclaim in July  
of 1999. Discovery is proceeding.                                               

     Seminole has admitted in a filing with the trial court that its actions are
in breach of the contract. The provisions of the contract stipulate the         
calculation of damages to be paid in the event of breach. Rather than pay the   
amount of damages stipulated in the contract, Seminole is seeking the court's   
agreement that the proper damage award should be calculated based on our loss of
net profits from the Mt. Vernon facility for the term of the agreement. While we
fully intend to pursue the damages stipulated in the contract and have filed    
pleadings to that effect, for purposes of financial reporting we are currently  
recognizing a level of income from Mt. Vernon consistent with the damage theory 
offered by Seminole in its pleadings. While we believe that under either        
interpretation of the contract we are entitled to receive damages in an amount  
sufficient to offset the loss of income from the contract, we cannot assure you 
that the court will agree with our interpretation or that the damages determined
by the court will be sufficient to offset the loss of income from the contract. 
In addition, without the volumes provided by the Seminole contract, the         
continued operation of the Mt. Vernon terminal may become uneconomic.           
Accordingly, we are currently exploring our options with respect to this        
terminal, including shipping alternative products through the terminal or       
selling it.                                                                     

 In response to Seminole's actions, we have ceased transloading any coal
shipments to Seminole through the Mt. Vernon terminal. We now transport all of  
the coal we deliver to Seminole by rail. The                                    
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dispute with Seminole regarding the terminal has not otherwise affected         
deliveries under our long-term coal supply contract with them, and we do not    
anticipate that the coal supply contract will be affected. However, we cannot   
assure you that Seminole will not seek to terminate or renegotiate that         
contract. If the contract were terminated, we could be affected adversely to the
extent we could not find alternative customers at the same price and volume     
levels.                                                                         

REGULATION                                                                      

 The coal mining industry is subject to regulation by federal, state and
local authorities on matters such as:                                           

- employee health and safety;                                         

- mine permits and other licensing requirements;                      

- air quality standards;                                              

- water pollution;                                                    

- plant and wildlife protection;                                      

- reclamation and restoration of mining properties after mining is    
completed;                                                        

- the discharge of materials into the environment;                    

- management of solid wastes generated by mining operations;          

- protection of wetlands;                                             

    - management of electrical equipment containing polychlorinated biphenyls,
or PCBs;                                                          

- surface subsidence from underground mining;                         

    - the effects that mining has on groundwater quality and availability; and

- legislatively mandated benefits for current and retired coal miners.

In addition, the utility industry is subject to extensive regulation regarding  
the environmental impact of its power generation activities which could affect  
demand for our coal. The possibility exists that new legislation or regulations 
may be adopted which may have a significant impact on our mining operations or  
our customers' ability to use coal and may require us or our customers to change
our or their operations significantly or incur substantial costs.               

We try to conduct 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 are  
not unusual in the industry and, notwithstanding compliance efforts, we do not  
believe these violations can be eliminated completely. None of the violations to
date or the monetary penalties assessed have been material.                     

While it is not possible to quantify the costs of compliance with all 
applicable federal and state laws, those costs have been and are expected to    
continue to be significant. Capital expenditures for environmental matters have 
not been material in recent years. We have accrued for the estimated costs of   
reclamation and mine closing, including the cost of treating mine water         
discharge when necessary. The accrual for reclamation and mine closing costs is 
based upon permit requirements and the costs and timing of reclamation and mine 
closing procedures. Our accrued reclamation and mine-closing costs were $13.8   
million at December 31, 1998. The amount that was included as an operating      
expense for the year ended December 31, 1998 was $0.7 million, while the related
cash payment in 1998 for this liability was $1.5 million. Although management   
believes it is making adequate provisions for all expected reclamation and other
costs associated with mine closures, future operating results would be adversely
affected if we later determined these accruals to be insufficient. Under the    
partnership agreement, estimated reclamation and mine closing costs will be     
included in the estimate of maintenance capital expenditures that will be       
deducted from Operating Surplus. Actual reclamation and mine closing costs will 
not be deducted from Operating Surplus. Compliance with these laws has          
substantially increased the cost of coal mining for all domestic coal producers.
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  Mining Permits and Approvals. Numerous governmental permits or approvals
are required for mining operations. 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 of coal may have upon the environment. All requirements 
imposed by any of these authorities may be costly and time-consuming and may    
delay commencement or continuation of mining operations. Future legislation and 
administrative regulations may emphasize the protection of the environment and, 
as a consequence, our activities may be more closely regulated. Legislation and 
regulations, as well as future interpretations of existing laws, may require    
substantial increases in equipment and operating costs and delays, interruptions
or a termination of operations, the extent of which cannot be predicted.        

  Before commencing mining on a particular property, we must obtain mining
permits and approval by state regulatory authorities of a reclamation plan for  
restoring upon the completion of mining the mined property to its prior         
condition, productive use or other permitted condition. Typically we commence   
actions to obtain permits between 18 and 24 months before we plan to mine a new 
area. In our experience, permits generally are approved within 12 months after a
completed application is submitted. We have already secured all of the material 
permits and approvals necessary to begin mining operations in Gibson County. We 
have not experienced difficulties in obtaining mining permits in the areas where
our reserves are currently located. However, we cannot assure you that we will  
not experience difficulty in obtaining mining permits in the future.            

In connection with the formation of Alliance Resource Partners and the
related reorganization of our subsidiaries, which conduct our mining operations,
we will be required to transfer mining permits and approvals from state and     
local regulatory authorities. In some instances, the process of transferring    
these permits and approvals will involve comment periods and public meetings.   
While we do not anticipate any difficulty in ultimately transferring all of the 
required permits and approvals, it is possible that we will not be able to      
transfer all of the necessary permits and approvals prior to the completion of  
the offering of the common units. We do not anticipate that this will have any  
material adverse effect on our business, financial condition or results of      
operations or on our ability to pay the minimum quarterly distribution to our   
unitholders.                                                                    

Under some circumstances, substantial fines and penalties, including  
revocation 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. Regulations also provide that a  
mining permit can be refused or revoked if an officer, director or a shareholder
with a 10% or greater interest in the entity is affiliated with another entity  
which has outstanding permit violations. Although we have been cited for        
violations in the ordinary course of our business, we have never had a permit   
suspended or revoked because of any violation, and the penalties assessed for   
these violations have not been material.                                        

 Mine Health and Safety Laws. Stringent safety and health standards have
been imposed by federal legislation since 1969 when the federal Coal Mine Health
and Safety Act of 1969 was adopted. The Mine Health and Safety Act of 1969      
resulted in increased operating costs and reduced productivity. The federal Mine
Safety and Health Act of 1977, which significantly expanded the enforcement of  
health and safety standards of the Mine Health and Safety Act of 1969, imposes  
comprehensive safety and health standards on all mining operations. 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. The Mine Safety and Health Administration  
monitors compliance with these federal laws and regulations. In addition, as    
part of the Mine Health and Safety Act of 1969 and the Mine Safety and Health   
Act of 1977, the Black Lung Acts require payments of benefits by all businesses 
conducting current mining operations to coal miners with black lung and to some 
survivors of a miner who dies from this disease. Most of the states where we    
operate have state programs for mine safety and health regulation and           
enforcement. In combination, federal and state safety and health regulation in  
the coal mining industry is perhaps the most comprehensive and pervasive system 
for protection of employee safety and health affecting any segment of the       
industry. Even the most minute aspects of mine operations, particularly         
underground mine operations, are subject to extensive regulation. This          
regulation has a                                                                
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significant effect on our operating costs. However, our competitors in all of   
the areas in which we operate are subject to the same laws and regulations.     

   One of our goals is to achieve excellent health and safety performance as
measured by accident frequency rates and other measures. We believe that        
attainment of this goal is inherently tied to the attainment of productivity and
financial goals. We try to achieve this goal by:                                

- training employees in safe work practices;                          

- openly communicating with employees;                                

- establishing, following, and improving safety standards;            

- involving employees in establishing safety standards; and           

- recording, reporting and investigating all accidents, incidents and 
losses to avoid reoccurrences.                                    

 Black Lung Legislation. The Black Lung Acts levy a tax on production of
$1.10 per ton for deep-mined coal and $0.55 per ton for surface-mined coal, but 
not to exceed 4.4% of the sales price in order to compensate miners who are     
totally disabled due to black lung and some survivors of miners who died from   
this disease and who were last employed as miners prior to 1970 or subsequently 
where no responsible coal mine operator has been identified for claims. In      
addition, the Black Lung Acts provide that some claims for which coal operators 
had previously been responsible will be obligations of the government trust     
funded by the tax. The Revenue Act of 1987 extended the termination date of the 
tax from January 1, 1996 to the earlier of January 1, 2014, or the date on which
the government trust becomes solvent. For miners last employed as miners after  
1969 who are determined to have contracted black lung, we self insure against   
potential cost using actuarially determined estimates of the cost of present and
future claims. We are also liable under state statutes for black lung claims.   

In the past, legislation on black lung reform has been introduced in  
Congress, but not enacted. This legislation has been recently reintroduced. If  
enacted, this legislation could:                                                

- restrict the evidence that can be offered by a mining company;      

     - establish a standard for evaluation of evidence that greatly favors black
lung claimants;                                                   

   - allow claimants who have been denied benefits at any time since 1981 to
refile their claims for consideration under the new law;          

- make surviving spouse benefits significantly easier to obtain; and  

    - retroactively waive repayment of preliminarily awarded benefits that are
later determined to have been improperly paid.                    

If this or similar legislation is passed, the number of claimants who are       
awarded benefits could significantly increase. We cannot assure you that this   
proposed legislation or other proposed changes in black lung legislation will   
not have an adverse effect on our business.                                     

The U.S. Department of Labor has issued proposed amendments to the    
regulations implementing the federal black lung laws which, among other things, 
establish a presumption in favor of a claimant's treating physician, allow      
previously denied claimants to challenge benefit determinations in some         
circumstances, increase the time period required for self-insured operations to 
pay benefits to black lung claimants and limit a coal operator's ability to     
introduce medical evidence regarding the claimant's medical condition. If       
adopted, the amendments could have an adverse impact on us, the extent of which 
cannot be accurately predicted.                                                 

Workers' Compensation. We are required to compensate employees for    
work-related injuries. Several states in which we operate consider changes in   
workers compensation laws from time to time. These changes, if enacted, could   
adversely affect our financial condition and results of operation.              

Retiree Health Benefits Legislation. The Coal Industry Retiree Health 
Benefits Act of 1992 was enacted to provide for the funding of health benefits  
for some United Mine Workers of America retirees. The act merged previously     
established union benefit plans into a newly created fund into which "signatory 

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operators" and "related persons" are obligated to pay annual premiums for       
beneficiaries. The act also created a second benefit fund for miners who retired
between July 21, 1992 and September 30, 1994 and whose former employers are no  
longer in business. Because of our union-free status, we are not required to    
make any payments to retired miners under the Coal Industry Retiree Health      
Benefits Act of 1992, with the exception of limited payments on behalf of MC    
Mining. In addition, in connection with their sale of Alliance Resource Holdings
in 1996, MAPCO Inc. has agreed to indemnify us for liabilities under the Coal   
Industry Retiree Health Benefits Act of 1992.                                   

    Surface Mining Control and Reclamation Act. The Surface Mining Control and
Reclamation Act establishes operational, reclamation and closure standards for  
all aspects of surface mining as well as many aspects of deep mining. The act   
requires that comprehensive environmental protection and reclamation standards  
be met during the course of and upon completion of mining activities. In        
conjunction with mining the property, we reclaim and restore the mined areas by 
grading, shaping and preparing the soil for seeding. Upon completion of the     
mining, reclamation generally is completed by seeding with grasses or planting  
trees for use as pasture or timberland, as specified in the approved reclamation
plan. We believe that we are in compliance in all material respects with        
applicable regulations relating to reclamation.                                 

    The Surface Mining Control and Reclamation Act and similar state statutes,
require, among other things, that mined property be restored in accordance with 
specified standards and approved reclamation plans. The act requires us to      
restore the surface to approximate the original contours as contemporaneously as
practicable with the completion of surface mining operations. The mine operator 
must submit a bond or otherwise secure the performance of these reclamation     
obligations. The earliest a reclamation bond can be released is five years after
reclamation has been achieved. Some states impose on mine operators the         
responsibility for repairing or compensating for damage occurring on the surface
as a result of mine subsidence, a consequence of longwall mining and possibly   
other mining operations. In addition, the Abandoned Mine Lands Act, which is    
part of the Surface Mining Control and Reclamation Act, imposes a tax on all    
current mining operations, the proceeds of which are used to restore mines      
closed before 1977. The maximum tax is $0.35 per ton on surface-mined coal and  
$0.15 per ton on underground-mined coal. We have accrued for the estimated costs
of reclamation and mine closing, including the cost of treating mine water      
discharge when necessary. See "-- Regulation" above.                            

  Under the Surface Mining Control and Reclamation Act, responsibility for
unabated violations, unpaid civil penalties and unpaid reclamation fees of      
independent contract mine operators and other third parties can be imputed to   
other companies which are deemed, according to the regulations, to have "owned" 
or "controlled" the contract mine operator. Sanctions against the "owner" or    
"controller" are quite severe and can include being blocked from receiving new  
permits and revocation of any permits that have been issued since the time of   
the violations or, in the case of civil penalties and reclamation fees, since   
the time their amounts became due. We are not aware of any currently pending or 
asserted claims relating to the "ownership" or "control" theories discussed     
above. However, we cannot assure you that their claims will not develop in the  
future.                                                                         

Clean Air Act. The federal Clean Air Act and similar state laws, which
regulate emissions into the air, affect coal mining and processing operations   
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 coal-fueled electric power generating plants. For example, 
the Clean Air Act requires reduction of SO(2) emissions from electric power     
generation plants in two phases. Only some facilities are subject to the Phase I
requirements. By the year 2000, Phase II requires nearly all facilities to      
reduce emissions. The affected utilities will be able to meet these requirements
by;                                                                             

- switching to lower sulfur fuels;                                    

- by installing pollution control devices such as scrubbers;          

- by reducing electricity generating levels; or                       

- by purchasing or trading so-called pollution "credits."             

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Specific emissions sources receive these "credits" which utilities and
industrial concerns can trade or sell to allow other units to emit higher levels
of SO(2). In addition, the Clean Air Act requires a study of utility power plant
emission of some toxic substances and their eventual regulation, if warranted.  
The effect of the Clean Air Act cannot be completely ascertained at this time,  
although the SO(2) emissions reduction requirement is projected generally to    
increase the demand for lower sulfur coal and potentially decrease demand for   
higher sulfur coal.                                                             

The Clean Air Act also indirectly affects coal mining operations by   
requiring utilities that currently are major sources of nitrogen oxides in      
moderate or higher ozone nonattainment areas to install reasonably available    
control technology for nitrogen oxides, which are precursors of ozone. The      
Environmental Protection Agency recently announced a proposal that would require
22 eastern states to make substantial reductions in nitrogen oxide emissions by 
the year 2003. The Environmental Protection Agency expects these states will    
achieve these reductions by requiring power plants to make substantial          
reductions in their nitrogen oxide emissions. This in turn will require power   
plants to install reasonably available control technology and additional control
measures. Installation of reasonably available control technology and additional
measures required under the Environmental Protection Agency proposal will make  
it more costly to operate coal-fired plants and, depending on the requirements  
of individual state implementation plans and the development of revised new     
source performance standards, could make coal a less attractive fuel alternative
in the planning and building of utility power plants in the future. Any         
reduction in coal's share of the capacity for power generation could have a     
material adverse effect on our business, financial condition and results of     
operations. The effect these regulations, or other requirements that may be     
imposed in the future, could have on the coal industry in general and on our    
business in particular cannot be predicted with certainty. We cannot assure you 
that the implementation of the Clean Air Act, the new National Ambient Air      
Quality Standards or any other future regulatory provisions will not materially 
adversely affect our business, financial condition or results of operations.    

  In addition, the U.S. Environmental Protection Agency has already issued
and is considering further regulations relating to fugitive dust and emissions  
of other coal-related pollutants such as mercury, nickel, dioxin and fine       
particulates. These regulations could restrict our ability to develop new mines 
or require us or our customers to modify our operations. For example, in July   
1997, the Environmental Protection Agency adopted new, more stringent National  
Ambient Air Quality Standards for particulate matter which may require some     
states to change existing implementation plans. These National Ambient Air      
Quality Standards are expected to be implemented by 2003, although a recent     
decision by the U.S. Court of Appeals for the D.C. Circuit could delay or modify
the Environmental Protection Agency's implementation of the new standards.      
Because coal mining operations emit particulate matter, our mining operations   
and utility customers are likely to be directly affected when the revisions to  
the National Ambient Air Quality Standards are implemented by the states. These 
and other regulatory developments may restrict our ability to develop new mines 
or could require us to modify our existing operations, and may have a material  
adverse effect on our financial condition and results of operations.            

   Framework Convention On Global Climate Change. The United States and more
than 160 other nations are signatories to the 1992 Framework Convention on      
Global Climate Change which is intended to limit or capture emissions of        
greenhouse gases, such as carbon dioxide. In the Kyoto Protocol, the signatories
to the Framework Convention on Global Climate Change established a binding set  
of emissions targets for developed nations. The specific limits vary from       
country to country. Under the terms of Kyoto Protocol, the United States would  
be required to reduce emissions to 93% of 1990 levels over a five-year budget   
period from 2008 through 2012. The Clinton Administration signed the protocol in
November 1998. Although the U.S. Senate has not ratified the Kyoto Protocol and 
no comprehensive regulations focusing on greenhouse gas emissions have been     
enacted, efforts to control greenhouse gas emissions could result in reduced use
of coal if electric power generators switch to lower carbon sources of fuel.    
These restrictions, if established through regulation or legislation, could have
a material adverse effect on our business, financial condition and results of   
operations.                                                                     

     Clean Water Act. The federal Clean Water Act affects coal mining operations
by imposing restrictions on effluent discharge into waters. Regular monitoring, 
as well as compliance with reporting                                            
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requirements and performance standards, are preconditions for the issuance and  
renewal of permits governing the discharge of pollutants into water. We are also
subject to Section 404 of the Clean Water Act, which imposes permitting and     
mitigation requirements associated with the dredging and filling of wetlands.   
The federal Clean Water Act and equivalent state legislation, where such        
equivalent state legislation exists, affect coal mining operations that impact  
wetlands. We believe we have obtained all necessary wetlands permits required   
under Section 404. However, mitigation requirements under those existing, and   
possible future, wetlands permits may vary considerably. For that reason, the   
setting of accruals for such mitigation projects is difficult to ascertain with 
certainty. We believe that we have obtained all permits required under the Clean
Water Act and that compliance with the Clean Water Act will not materially      
adversely affect our business, financial condition and results of operations.   

   Comprehensive Environmental Response, Compensation and Liability Act. The
Comprehensive Environmental Response, Compensation and Liability Act and similar
state laws affect coal mining operations by, among other things, imposing       
cleanup requirements for threatened or actual releases of hazardous substances  
that may endanger public health or welfare or the environment. Under the        
Comprehensive Environmental Response, Compensation and Liability Act, and       
similar state laws, joint and several liability may be imposed on waste         
generators, site owners and operators and others regardless of fault or the     
legality of the original disposal activity. Where the Environmental Protection  
Agency deems waste substances generated by coal mining and processing operations
to constitute high volume, but low-risk wastes, it generally does not regard    
those wastes to constitute a hazardous substances for the purposes of the       
Comprehensive Environmental Response, Compensation and Liability Act. However,  
some products used by coal companies in operations, such as chemicals, and the  
disposal of their products, are governed by the statute. Thus, coal mines that  
we currently own or have previously owned or operated, and sites to which we    
sent waste materials, may be subject to liability under the Comprehensive       
Environmental Response, Compensation and Liability Act and similar state laws.  
We have been, from time to time, the subject of administrative proceedings,     
litigation and investigations relating to environmental matters, none of which  
has had a material adverse effect on our financial condition or results of      
operations. However, we cannot assure you that we will not become involved in   
future proceedings, litigation or investigations or that these liabilities will 
not be material.                                                                

  As part of a restructuring undertaken in connection with the offering of
the common units, substantially all of our operating subsidiaries will be merged
into new limited liability companies. As a matter of law, each of these limited 
liability companies will assume the liabilities of their respective             
predecessors, including liability for any past or present environmental         
regulatory infractions by either entity and including their subsidiaries, and   
for environmental cleanup, or recovery of environmental cleanup costs,          
associated with land or water areas where these corporations' wastes have been  
disposed. The regulatory infractions or waste management practices giving rise  
to this liability could be associated with the predecessors' mining activities  
or they could relate to property or mining operations that were formerly owned  
or operated by the predecessors, or that have been owned or operated by other   
corporations which have been previously acquired by or merged into the          
predecessors.                                                                   

Resource Conservation Recovery Act. The federal Resource Conservation 
Recovery Act affects coal mining operations by imposing requirements for the    
generation, transportation, treatment, storage, disposal and cleanup of         
hazardous wastes. Although many mining wastes are excluded from the regulatory  
definition of hazardous waste and coal mining operations covered by the Surface 
Mining Control and Reclamation Act permits are exempted from regulation under   
the Resource Conservation Recovery Act by statute, the Environmental Protection 
Agency may consider the possibility of expanding regulation of mining wastes    
under the Resource Conservation Recovery Act. This expansion could have a       
material adverse affect on our results of operations and financial condition.   

    Safe Drinking Water Act. The federal Safe Drinking Water Act and its state
equivalents affects coal mining operations by imposing requirements on the      
underground injection of fine coal slurries, fly ash, and flue gas scrubber     
sludge, and by requiring a permit to conduct such underground injection         
activities. While unlikely, the inability to obtain these permits could have a  
material impact on our acid mine discharge                                      

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treatment activities at some of our underground mines due to the need to inject 
alkaline materials such as fly ash or flue gas scrubber sludge as neutralizing  
agents.                                                                         

    In addition to establishing the underground injection control program, the
federal Safe Drinking Water Act also imposes regulatory requirements on owners  
and operators of "public water systems." This regulatory program could impact   
our reclamation operations where subsidence, or other mining-related problems   
require the provision of drinking water to affected adjacent homeowners.        
However, the federal Safe Drinking Water Act defines a "public water system" for
purposes of regulatory jurisdiction as a system for the provision to the public 
of water for human consumption through pipes or other constructed conveyances,  
if the system has at least fifteen service connections or regularly serves at   
least twenty-five individuals. It is unlikely that any of our reclamation       
activities would require the provision of such a "public water system." Hence,  
the federal Safe Drinking Water Act is unlikely to have a material impact on our
operations.                                                                     

Toxic Substances Control Act. The federal Toxic Substances Control Act
regulates, among other things, electrical equipment containing polychlorinated  
biphenyls (PCBs) in excess of 50 parts-per-million. Specifically, the Toxic     
Substances Control Act's PCB rules require that all PCB-containing equipment be 
properly labeled, stored, and disposed of, and requires the maintenance on-site 
of annual records regarding the presence and use of equipment containing PCBs in
excess of 50 parts-per-million. Because the regulated PCB-containing electrical 
equipment in use in our operations is owned by the utilities that serve the     
operations where they are located, and because the use of PCB-containing fluids 
in such equipment is in the process of being phased out, we do not believe the  
Toxic Substances Control Act will have a material impact on our operations.     

Impact of Possible Changes to Regulatory Status of Coal Combustion    
Byproducts Used as Minefill. Pursuant to a consent decree entered into by the   
Environmental Protection Agency, the agency is tentatively considering the      
option of subjecting to hazardous waste regulatory control the practice of using
coal combustion byproducts as minefill. Such a regulatory classification may    
materially impact our reclamation activities due to the use of flyash from some 
of our customers' electricity generation plants to neutralize acid mine drainage
and as fill material for reclamation projects. At this time, the Environmental  
Protection Agency has noted that it currently lacks sufficient information with 
which to assess adequately the risks associated with this practice. Therefore,  
the Environmental Practice Agency has solicited comment on whether there are    
some minefill practices that are universally poor and warrant specific          
attention.                                                                      

While we cannot predict the ultimate outcome of the Environmental     
Protection Agency's assessment, we believe that the beneficial usages of coal   
combustion byproducts we employ do not constitute such a universally poor       
practice due to, among other things, the fact that our Clean Water Act discharge
permits for treated acid mine drainage contain parameters for pollutants of     
concern, such as metals, and those permits require monitoring and reporting of  
effluent quality data.                                                          

OTHER ENVIRONMENTAL, HEALTH AND SAFETY REGULATION                               

    In addition to the laws and regulations described above, we are subject to
regulations regarding underground and above ground storage tanks where we may   
store petroleum or other substances. Some monitoring equipment that we use is   
subject to licensing under the federal Atomic Energy Act. Water supply wells    
located on our property are subject to federal, state and local regulation. The 
costs of compliance with these requirements should not adversely affect our     
business, financial condition or results of operations.                         

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MANAGEMENT

THE MANAGING GENERAL PARTNER WILL MANAGE ALLIANCE RESOURCE PARTNERS             

 The managing general partner will manage our operations and activities.
Unitholders will not directly or indirectly participate in our management or    
operation. The managing general partner owes a fiduciary duty to the            
unitholders. The managing general partner and the special general partner will  
be liable, as general partners, for all of our debts (to the extent not paid    
from our assets), except for indebtedness or other obligations that are made    
specifically non-recourse to them. However, whenever possible, the general      
partners intend to incur indebtedness or other obligations that are             
non-recourse.                                                                   

At least two members of the board of directors of the managing general
partner will serve on a conflicts committee to review specific matters which the
board believes may involve conflicts of interest. The conflicts committee will  
determine if the resolution of the conflict of interest is fair and reasonable  
to Alliance Resource Partners. The members of the conflicts committee may not be
officers or employees of the general partners or directors, officers or         
employees of their affiliates. Any matters approved by the conflicts committee  
will be conclusively deemed to be fair and reasonable to us, approved by all of 
our partners, and not a breach by the managing general partner of any duties it 
may owe Alliance Resource Partners or our unitholders. In addition, the members 
of the conflicts committee will also serve on an audit committee which will     
review our external financial reporting, recommend engagement of our independent
auditors and review procedures for internal auditing and the adequacy of our    
internal accounting controls. The members of the conflicts committee will also  
serve on the compensation committee, which will oversee compensation decisions  
for the officers of the managing general partner as well as the compensation    
plans described below.                                                          

   As is commonly the case with publicly-traded limited partnerships, we are
managed and operated by the directors and officers of our managing general      
partner. Most of our operational personnel will be employees of Alliance        
Resource Partners' subsidiaries.                                                

Some officers of our managing general partner may spend a substantial 
amount of time managing the business and affairs of Alliance Resource Holdings  
and its affiliates. These officers may face a conflict regarding the allocation 
of their time between our business and the other business interests of Alliance 
Resource Holdings. Our managing general partner intends to cause its officers to
devote as much time to the management of our business and affairs as is         
necessary for the proper conduct of our business and affairs.                   

DIRECTORS AND EXECUTIVE OFFICERS OF THE MANAGING GENERAL PARTNER                

The following table shows information for the directors and executive 
officers of the managing general partner. Executive officers and directors are  
elected for one-year terms.                                                     

                                                        [Enlarge/Download Table]

                      NAME                       AGE    POSITION WITH THE MANAGING GENERAL PARTNER   
                      ----                       ---    ------------------------------------------   
                                                                                                     
Joseph W. Craft, III............................ 48   President, Chief Executive Officer and Director
Thomas L. Pearson............................... 45   Senior Vice President -- Law and               
                                                      Administration, General Counsel and Secretary  
Michael L. Greenwood............................ 43   Senior Vice President -- Chief Financial       
                                                      Officer and Treasurer                          
Charles R. Wesley............................... 45   Senior Vice President -- Operations            
Gary J. Rathburn................................ 48   Senior Vice President -- Marketing             
John J. MacWilliams............................. 43   Director                                       
Preston R. Miller, Jr. ......................... 50   Director                                       
John P. Neafsey................................. 59   Director                                       

    Joseph W. Craft, III has worked for us since 1980. He is the President and
Chief Executive Officer of our managing general partner, Alliance Resource      
Holdings, MAPCO Coal Inc. and various other                                     

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subsidiary corporations. Prior to the formation of Alliance Resource Holdings,  
Mr. Craft was Senior Vice President of MAPCO Inc., serving as General Counsel   
and Chief Financial Officer and since 1986 President of MAPCO Coal Inc. Prior to
working with us, Mr. Craft was an attorney at Falcon Coal Corporation and       
Diamond Shamrock Corporation. Mr. Craft holds a Bachelor of Science degree in   
Accounting and a Doctor of Jurisprudence from the University of Kentucky. Mr.   
Craft also is a graduate of the Senior Executive program of the Alfred P. Sloan 
School of Management at Massachusetts Institute of Technology. Mr. Craft has    
held numerous industry leadership positions and is the immediate past Chairman  
of the National Coal Council, a Board and Executive Committee member of the     
National Mining Association, and a Director of the Center for Energy and        
Economic Development.                                                           

   Thomas L. Pearson is the Senior Vice President -- Law and Administration,
General Counsel and Secretary of our managing general partner and Alliance      
Resource Holdings and Senior Vice President -- Law and Administration and       
Secretary of MAPCO Coal Inc. and other subsidiary companies. Mr. Pearson has    
worked for us since 1989. Prior to the formation of Alliance Resource Holdings, 
he was Assistant General Counsel of MAPCO Inc. and served as General Counsel of 
MAPCO Coal Inc. from 1989-1996 and has served as secretary since 1989.          
Previously, Mr. Pearson was the General Counsel and Secretary of McLouth Steel  
Products Corporation, one of the largest integrated steel producers in the      
United States; and corporate counsel of Midland-Ross Corporation, a             
multi-national company with numerous international joint venture companies and  
projects. Prior to working with us, he was a senior associate with Arter &      
Hadden in Cleveland, Ohio. In addition to his responsibility at Alliance        
Resource Holdings, Mr. Pearson is or has been active in a number of educational,
charitable and business organizations, including the following: Vice Chairman,  
Legal Affairs Committee, National Mining Association; Member, Dean's Committee, 
University of Iowa College of Law; and Contributions Committee, Greater         
Cleveland United Way. Mr. Pearson holds a Bachelor of Arts degree in History and
Communications from DePauw University and a Doctor of Jurisprudence from the    
University of Iowa.                                                             

  Michael L. Greenwood has worked for us since 1986. He is the Senior Vice
President -- Chief Financial Officer and Treasurer of our managing general      
partner, Alliance Resource Holdings, MAPCO Coal Inc. and other subsidiary       
companies. Prior to the formation of Alliance Resource Holdings, Mr. Greenwood  
served in various financial management capacities, including General            
Manager -- Finance of MAPCO Coal Inc., General Manager of Planning and Financial
Analysis and Manager -- Mergers and Acquisitions of MAPCO Inc. Prior to working 
for us, Mr. Greenwood held financial planning and business development          
management positions in the energy industry with Davis Investments, The Williams
Companies and Penn Central Corporation. Mr. Greenwood holds a Bachelor of       
Science degree in Business Administration from Oklahoma State University and a  
Master of Business Administration degree from the University of Tulsa. Mr.      
Greenwood has also completed executive programs at Northwestern University,     
Southern Methodist University and The Center for Creative Leadership.           

Charles R. Wesley has worked for us since 1974. He is Senior Vice     
President -- Operations of our managing general partner, Alliance Resource      
Holdings, MAPCO Coal Inc. and various other subsidiary companies. Mr. Wesley    
joined the company's Webster County Coal Subsidiary in 1974 as an engineering   
co-op student and worked through the ranks to become General Superintendent. In 
1992 he became Vice President of Operations for Mettiki Coal Corp. He has held  
his position as Senior Vice President of Operations since 1996. Mr. Wesley has  
served the industry as past president of the West Kentucky Mining Institute and 
National Mine Rescue Association Post 11. He has also served on the board of the
Kentucky Mining Institute. Mr. Wesley holds a Bachelor of Science degree in     
Mining Engineering from the University of Kentucky.                             

 Gary J. Rathburn has worked for us since 1980 when he joined MAPCO Coal
Inc. as Manager of Brokerage Coals. He is Senior Vice President -- Marketing of 
our managing general partner and Alliance Resource Holdings, MAPCO Coal Inc. and
various other subsidiary companies. Since 1980, Mr. Rathburn has managed all    
phases of the marketing group involving transportation and distribution,        
international sales and the brokering of coal. Prior to working for us, Mr.     
Rathburn was employed by Eastern Associated Coal Corporation in its             
International Sales and Brokerage groups for seven years. Mr. Rathburn has been 
active in industry groups such as the Maryland Coal Association, North Carolina 
Coal Institute and the                                                          
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National Mining Association. Mr. Rathburn was a Director of NCA and Chairman of 
the Coal Exporters Association for several years. Mr. Rathburn holds a Bachelor 
of Arts degree in Political Science from the University of Pittsburgh and has   
participated in industry-related programs at the World Trade Institute,         
Princeton University and the Colorado School of Mines.                          

John J. MacWilliams will serve as a director of our managing general  
partner. He has been a general partner of The Beacon Group, LP since May 1993.  
Prior to the formation of The Beacon Group, Mr. MacWilliams was an Executive    
Director of Goldman Sachs International in London, where he was responsible for 
heading the firm's International Structured Financing Group. Prior to moving to 
London, Mr. MacWilliams was a Vice President in the Investment Banking Division 
of Goldman, Sachs & Co. in New York. Prior to joining Goldman Sachs, Mr.        
MacWilliams was an attorney at Davis Polk & Wardwell in New York, where he      
worked on international bank financings, partnership financings, and mergers and
acquisitions. Mr. MacWilliams is a graduate of Harvard Law School (J.D.),       
Massachusetts Institute of Technology (M.S.), and Stanford University (B.A.).   

 Preston R. Miller, Jr. will serve as a director of our managing general
partner. He has been a general partner of The Beacon Group, LP since June 1993. 
Prior to the formation of The Beacon Group, Mr. Miller was employed for fourteen
years by Goldman, Sachs & Co., New York City, New York, where he was a Vice     
President in the Structured Finance Group and had global responsibility for the 
coverage of the independent power industry and for asset-backed power generation
and oil and gas financings. Mr. Miller also has a background in credit analysis,
and was head of the revenue bond rating group at Standard & Poor's Corp. prior  
to joining Goldman Sachs. Mr. Miller is a graduate of Harvard University        
(M.P.A.) and Yale University (B.A.).                                            

   John P. Neafsey will serve as a director of our managing general partner.
He has served as Chairman of Alliance Resource Holdings since September 1996 and
has served as President of JN Associates, an investment consulting firm, since  
January 1994. Prior to the formation of Alliance Resource Holdings, Mr. Neafsey 
served as President and CEO of Greenwich Capital Markets and served on its board
of directors since its founding in 1983. In addition, Mr. Neafsey held numerous 
other positions during his twenty-three years at The Sun Company, including:    
Executive Vice President responsible for Canadian operations, Sun Coal Company  
and Helios Capital Corporation; Chief Financial Officer; and other executive    
management positions with numerous subsidiary companies. In addition to his     
responsibilities at Alliance Resource Holdings, Mr. Neafsey is or has been      
active in a number of educational, charitable and business organizations,       
including the following: Member of the board of directors of The West Company   
and the Provident Mutual Life Insurance Company; Trustee of Cornell University; 
Board Member, Crozer-Chester Medical Center, the Drama Guild, and The American  
Petroleum Institute. Mr. Neafsey is a graduate of Cornell University            
(A.B.S./M.S. (Engineering) and M.B.A. (Finance)).                               

REIMBURSEMENT OF EXPENSES OF THE MANAGING GENERAL PARTNER                       

   The managing general partner will not receive any management fee or other
compensation for its management of Alliance Resource Partners. The managing     
general partner and its affiliates, including Alliance Resource Holdings will be
reimbursed for all expenses incurred on our behalf. These expenses include the  
costs of employee, officer and director compensation and benefits properly      
allocable to Alliance Resource Partners, and all other expenses necessary or    
appropriate to the conduct of the business of, and allocable to, Alliance       
Resource Partners. The partnership agreement provides that the managing general 
partner will determine the expenses that are allocable to Alliance Resource     
Partners in any reasonable manner determined by the managing general partner in 
its sole discretion.                                                            

EXECUTIVE COMPENSATION                                                          

     Alliance Resource Partners was formed in May 1999, and the managing general
partner was formed in June 1999. Accordingly, the managing general partner paid 
no compensation to its directors and officers with respect to the 1998 fiscal   
year. No obligations were accrued in respect of management incentive or         
retirement benefits for the directors and officers with respect to the 1998     
fiscal year. Officers and employees of the managing general partner may         
participate in employee benefit plans and arrangements                          
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sponsored by the managing general partner or its affiliates, including plans    
which may be established by the managing general partner or its affiliates in   
the future.                                                                     

COMPENSATION OF DIRECTORS                                                       

 No additional remuneration will be paid to officers or employees of the
managing general partner who also serve as directors. The managing general      
partner anticipates that each independent director will receive a combination of
cash and units for attending meetings of the board of directors as well as      
committee meetings. In addition, each independent director will be reimbursed   
for his out-of-pocket expenses in connection with attending meetings of the     
board of directors or committees. Each director will be fully indemnified by    
Alliance Resource Partners for his actions associated with being a director to  
the extent permitted under Delaware law.                                        

EMPLOYMENT AGREEMENTS                                                           

    The executive officers of the managing general partner and some additional
members of senior management will enter into employment agreements to become    
effective upon the consummation of the offering of the common units. We will    
reimburse the managing general partner for the compensation and benefits to be  
paid under these agreements. This summary of the terms of the employment        
agreements does not purport to be complete but outlines their material          
provisions. A form of the agreements with each of Messrs. Craft, Pearson,       
Greenwood, Wesley and Rathburn is filed as an exhibit to the registration       
statement of which this prospectus is a part.                                   

     Each of the employment agreements will have an initial term that expires on
December 31, 2001, but will automatically be extended for successive one-year   
terms unless either party gives 12 months prior notice to the other party. The  
employment agreements provide for a base salary of $292,950, $177,000, $151,400,
$187,000 and $152,000 for Messrs. Craft, Pearson, Greenwood, Wesley and         
Rathburn. The employment agreements will provide for continued salary payments, 
bonus and benefits for a period of three years, in the case of Mr. Craft, and 18
months, in the case of Messrs. Pearson, Greenwood, Wesley and Rathburn,         
following termination of employment, except in the case of a change of control  
of the managing general partner.                                                

    In the case of a "change of control" as defined in the agreements, in lieu
of the continuation of salary and benefits, that executive will be entitled to a
lump sum payment in an amount equal to three times base salary plus bonus, in   
the case of Mr. Craft, and two times base salary plus bonus in the case of      
Messrs. Pearson, Greenwood, Wesley and Rathburn. Unless the executive waives his
or her right to the continuation of base salary and bonus, the agreements       
provide for a noncompetition period of 18 months. The noncompetition period does
not apply after a change in control. Amounts paid by the managing general       
partner pursuant to the employment agreements will be reimbursed by Alliance    
Resource Partners and guaranteed by Alliance Resource Holdings.                 

The executives who are subject to employment agreements will also     
participate in the short-term and long-term incentive plans of the managing     
general partner described below with other members of management. They will also
be entitled to participate in the other employee benefit plans and programs that
the managing general partner provides for its employees.                        

LONG-TERM INCENTIVE PLAN                                                        

    The managing general partner intends to adopt the long-term incentive plan
for employees and directors of the managing general partner and its affiliates  
who perform services for us. The summary of the long-term incentive plan        
contained herein does not purport to be complete but outlines its material      
provisions.                                                                     

The long-term incentive plan will be administered by the compensation 
committee of the managing general partner's board of directors. Annual grant    
levels for designated employees will be recommended by the chief executive      
officer of the managing general partner, subject to the review and approval of  
the                                                                             

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compensation committee. We will reimburse the managing general partner for all  
payments made pursuant to the programs described below. Grants may be made      
either of restricted units, which are "phantom" units that entitle the grantee  
to receive a Common Unit or an equivalent amount of cash upon the vesting of a  
phantom unit or options to purchase Common Units. Common Units to be delivered  
upon the vesting of restricted units or to be issued upon exercise of a unit    
option will be acquired by the managing general partner in the open market at a 
price equal to the then-prevailing price on the principal national securities   
exchange upon which the common units are then traded, or directly from Alliance 
Resource Holdings or any other third party, including units newly issued by us, 
or use units already owned by the managing general partner, or any combination  
of the foregoing. The managing general partner will be entitled to reimbursement
by us for the cost incurred in acquiring these common units or in paying cash in
lieu of Common Units upon vesting of the restricted units. If we issue new      
common units upon payment of the restricted units or unit options instead of    
purchasing them, the total number of common units outstanding will increase. The
aggregate number of units reserved for issuance under the long-term incentive   
plan is 600,000. We anticipate making initial grants of up to 138,000 restricted
phantom units following the closing of the offering of the common units to the  
members of senior management.                                                   

Restricted Units. Restricted units will vest ratably over a three-year
period from the grant date. However, if a grantee's employment is terminated for
any reason prior to the vesting of any restricted units, those restricted units 
will be automatically forfeited, unless the compensation committee, in its sole 
discretion, provides otherwise. In addition, vested restricted units will not be
payable before the conversion of any subordinated units and will only become    
payable upon, and in the same proportion as, the conversion of subordinated     
units into common units.                                                        

  The issuance of the common units pursuant to the restricted unit plan is
intended to serve as a means of incentive compensation for performance and not  
primarily as an opportunity to participate in the equity appreciation in respect
of the common units. Therefore, no consideration will be payable by the plan    
participants upon receipt of the common units, and we will receive no           
remuneration for these units.                                                   

   Unit Options. Initially, we will not make any grants of unit options. The
compensation committee may, in the future, determine to make option grants to   
employees and directors containing the specific terms that they determine. When 
granted, unit options will have an exercise price equal to the fair market value
of a common unit on the date of grant. Unit options, if any, granted during the 
subordination period will become exercisable upon, and in the same proportions  
as, the conversion of the subordinated units to common units, or a later date as
determined by the compensation committee in its sole discretion.                

   The managing general partner's board of directors, in its discretion, may
terminate the long-term incentive plan at any time with respect to any common   
units for which a grant has not theretofore been made. The managing general     
partner's board of directors will also have the right to alter or amend the     
long-term incentive plan or any part of it from time to time, subject to        
unitholder approval as required by the exchange upon which the common units may 
be listed at that time; provided, however, that no change in any outstanding    
grant may be made that would materially impair the rights of the participant    
without the consent of the affected participant. In addition, the managing      
general partner may, in its discretion, establish such additional compensation  
and incentive arrangements as it deems appropriate to motivate and reward its   
employees. The managing general partner will be reimbursed for all compensation 
expenses incurred on our behalf.                                                

SHORT-TERM INCENTIVE PLAN                                                       

   The managing general partner also intends to adopt a short-term incentive
plan for management and other salaried employees. The short-term incentive plan 
is designed to enhance the financial performance by rewarding management and    
salaried employees with cash awards for achieving an annual financial           
performance objective. The annual performance objective for each year will be   
recommended by the president of the managing general partner and approved by the
compensation committee of its board of directors prior to January 1 of that     
year. The short-term incentive plan will be administered by the compensation    
committee. Individual participants and payments each year will be determined by 
and in the                                                                      

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discretion of the compensation committee, and the managing general partner will 
be able to amend the plan at any time. The managing general partner will be     
entitled to reimbursement by us for payments and costs incurred under the       
short-term incentive plan.                                                      

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The following table sets forth the beneficial ownership of units that will
be issued upon the consummation of this offering and the related transactions   
and held by beneficial owners of 5% or more of the units, by directors of the   
managing general partner and by all directors and executive officers of the     
managing general partner as a group. The managing general partner is owned by   
funds affiliated with The Beacon Group and members of management. The special   
general partner is a wholly-owned subsidiary of Alliance Resource Holdings. The 
address of Alliance Resource Holdings, Alliance Resource Management GP, LLC and 
Alliance Resource GP, LLC is 1717 South Boulder Avenue, Tulsa, Oklahoma 74119.  
If the over-allotment option is exercised in full, the special general partner  
will own 5,740,375 subordinated units.                                          

                                                        [Enlarge/Download Table]

                                                 PERCENTAGE OF                PERCENTAGE OF   PERCENTAGE 
                                      COMMON        COMMON      SUBORDINATED  SUBORDINATED     OF TOTAL  
                                   UNITS TO BE    UNITS TO BE   UNITS TO BE    UNITS TO BE   UNITS TO BE 
                                   BENEFICIALLY  BENEFICIALLY   BENEFICIALLY  BENEFICIALLY   BENEFICIALLY
     NAME OF BENEFICIAL OWNER         OWNED          OWNED         OWNED          OWNED         OWNED    
     ------------------------      ------------  -------------  ------------  -------------  ------------
                                                                                                         
Alliance Resource GP LLC(1)(2)....         --           --        6,413,075         100%         41.7%   
Joseph W. Craft, III(1)(3)........         --           --               --          --            --    
Thomas L. Pearson(1)(3)...........         --           --               --          --            --    
Michael L. Greenwood(1)(3)........         --           --               --          --            --    
Charles R. Wesley(1)(3)...........         --           --               --          --            --    
Gary J. Rathburn(1)(3)............                                       --          --                  
John J. MacWilliams(4)............         --           --               --          --            --    
Preston R. Miller, Jr.(4).........         --           --               --          --            --    
John P. Neafsey(1)................         --           --               --          --            --    
All directors and executive                                                                              
  officers as a group (8                                                                                 
  persons)........................         --           --               --          --            --    

---------------                                                                 

* Less than one percent.                                                    

(1) The address of Messrs. Craft, Pearson, Greenwood, Wesley, Rathburn and      
Neafsey is also 1717 South Boulder Avenue, Tulsa, Oklahoma 74119.       

(2) Alliance Resource Holdings may be deemed to beneficially own the            
subordinated units held by the special general partner as a result of   
   Alliance Resource Holdings' ownership of all of the member interests in the
    special general partner. MPC Partners, LP may also be deemed to beneficially
  own the subordinated units held by the special general partner as a result
of MPC Partners, LP's ownership of 86.2% of Alliance Resource Holdings's
outstanding common stock. MPC Partners, LP is an affiliate of The Beacon
Group.                                                                  

(3) We anticipate making initial grants of up to a total of 138,000 restricted  
phantom units following the closing of the offering to members of senior
management, including the named executive officers. See                 
"Management -- Long-term Incentive Plan."                               

(4) The address of Messrs. MacWilliams and Miller is 399 Park Avenue, New York, 
New York 10022.                                                         

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The following table sets forth the beneficial ownership of Alliance   
Resource Holdings (the sole member of the special general partner) held by      
directors and executive officers of the managing general partner as of June 30, 
1999. It is currently anticipated that management and the funds managed by The  
Beacon Group and its affiliates will hold ownership percentages in the managing 
general partner similar to those they hold in Alliance Resource Holdings.       

                                                        [Enlarge/Download Table]

                                                                ALLIANCE RESOURCE    
                                                                     HOLDINGS        
                                                             ------------------------
                                                                SHARES        PERCENT
                                                             BENEFICIALLY       OF   
                  NAME OF BENEFICIAL OWNER                      OWNED          CLASS 
                  ------------------------                   ------------     -------
                                                                                     
MPC Partners, LP(1) ........................................   507,870         86.2% 
The Beacon Group Investors II, LLC(1).......................     5,130            *  
Joseph W. Craft, III(2).....................................    28,783          4.9% 
Thomas L. Pearson(2)........................................     4,990            *  
Michael L. Greenwood(2).....................................     3,990            *  
Charles R. Wesley(2)........................................     4,822            *  
Gary J. Rathburn(2).........................................     4,190            *  
John J. MacWilliams(3)......................................   513,000         87.1% 
Preston R. Miller, Jr.(3)...................................   513,000         87.1% 
John P. Neafsey(2)..........................................    10,758          1.8% 
Directors and executive officers as a group (8                                       
  persons)(3)...............................................   570,533         96.9% 

---------------                                                                 

* Less than one percent.                                                        

(1) The address of MPC Partners, LP and The Beacon Group Investors II, LLC is   
399 Park Avenue, New York, New York 10022.                              

(2) Includes shares subject to options which will be exercised at the completion
of this offering.                                                       

(3) Messrs. MacWilliams and Miller may be deemed to share beneficial ownership  
   of these shares of common stock owned of record by MPC Partners, LP and The
   Beacon Group Investors II, LLC by virtue of their status as partners of The
Beacon Group, an affiliate of MPC Partners, LP and The Beacon Group     
Investors II, LLC. Messrs. MacWilliams and Miller disclaim beneficial   
 ownership of the shares of common stock owned by MPC Partners, LP and The
Beacon Group Investors II, LLC.                                         

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

After this offering, the special general partner will own 6,413,075   
subordinated units representing an aggregate 40.9% limited partner interest in  
Alliance Resource Partners, or 35.0% if the underwriters' over-allotment option 
is exercised in full. In addition, the general partners will own an aggregate 2%
general partner interest in Alliance Resource Partners, the intermediate        
partnership and the subsidiaries on a combined basis. The managing general      
partner's ability, as managing general partner, to manage and operate Alliance  
Resource Partners and the special general partner's ownership of 6,413,075      
subordinated units, effectively gives the general partners the ability to veto  
some actions of Alliance Resource Partners and to control the management of     
Alliance Resource Partners.                                                     

AGREEMENTS GOVERNING THE TRANSACTIONS                                           

Alliance Resource Partners, the general partners, the intermediate    
partnership and some other parties will enter into the various documents and    
agreements that will effect some transactions, including the vesting of assets  
in, and the assumption of liabilities by, the subsidiaries, and the application 
of the proceeds of this offering. These agreements will not be the result of    
arm's-length negotiations, and we cannot assure you that they, or that any of   
the transactions which they provide for, will be effected on terms at least as  
favorable to the parties to these agreements as they could have been obtained   
from unaffiliated third parties. All of the transaction expenses incurred in    
connection with these transactions, including the expenses associated with      
vesting assets into our subsidiaries, will be paid from the proceeds of this    
offering.                                                                       

RELATIONSHIP WITH ALLIANCE RESOURCE HOLDINGS                                    

The special general partner will distribute $309.7 million in proceeds
retained or received by it in the transactions described in this prospectus to  
Alliance Resources Holdings, which is owned by management and funds managed by  
The Beacon Group and its affiliates.                                            

We will have extensive ongoing relationships with Alliance Resource   
Holdings and its stockholders. These relationships will include Alliance        
Resource Holdings' wholly owned subsidiary, Alliance Resource GP, LLC, which    
serves as our special general partner, and the ownership of Alliance Resource   
Management GP, LLC, which serves as our managing general partner, by the        
stockholders of Alliance Resource Holdings. See "Conflicts of Interest and      
Fiduciary Responsibilities -- Conflicts of Interest -- The general partners'    
affiliates may compete with Alliance Resource Partners."                        

PURCHASE OF MANAGING GENERAL PARTNER INTEREST                                   

     It is anticipated that management and the funds managed by The Beacon Group
and its affiliates will purchase ownership interests in the managing general    
partner in similar proportions to their holdings in Alliance Resource Holdings  
for approximately $6.3 million. In turn, the managing general partner will      
purchase its general partner interest in us for the same amount.                

OMNIBUS AGREEMENT                                                               

  Concurrent with the closing of the offering of the common units, we will
enter into an agreement with Alliance Resource Holdings and the general         
partners, which will govern potential competition among us and the other parties
to the agreement. Alliance Resource Holdings will agree, and will cause its     
controlled affiliates to agree, for so long as management and funds managed by  
The Beacon Group and its affiliates control the managing general partner, not to
engage in the business of mining, marketing or transporting coal in the United  
States unless it first offers Alliance Resource Partners the opportunity to     
engage in this activity or acquire this business, and the board of directors of 
the managing general partner, with the concurrence of its conflicts committee,  
elects to cause us not to pursue such opportunity or acquisition. In addition,  
Alliance Resource Holdings will be able to purchase businesses the majority     
value of which is not mining, marketing or transporting coal, provided Alliance 
Resource Holdings offers Alliance Resource Partners the opportunity to purchase 
the coal assets following their acquisition. The restriction will not           

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apply to the assets retained and business conducted by Alliance Resource        
Holdings at the closing of the offering of common units. Except as provided in  
the preceding sentence, Alliance Resource Holdings and its controlled affiliates
will not be prohibited from engaging in activities in which they compete        
directly with us. In addition, The Beacon Group, and the funds it manages, will 
not be prohibited from owning or engaging in businesses which compete with      
Alliance Resource Partners.                                                     

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CONFLICTS OF INTEREST AND FIDUCIARY RESPONSIBILITIES

CONFLICTS OF INTEREST                                                           

    Conflicts of interest exist and may arise in the future as a result of the
relationships between the general partners and their affiliates (including      
Alliance Resource Holdings), on the one hand, and Alliance Resource Partners and
its limited partners, on the other hand. The directors and officers of the      
managing general partner and the special general partner have fiduciary duties  
to manage each general partner in a manner beneficial to its owners. At the same
time, the general partners have a fiduciary duty to manage Alliance Resource    
Partners in a manner beneficial to Alliance Resource Partners and the           
unitholders.                                                                    

The partnership agreement contains provisions that allow the managing 
general partner to take into account the interests of parties in addition to    
Alliance Resource Partners in resolving conflicts of interest. In effect, these 
provisions limit the general partners' fiduciary duties to the unitholders. The 
partnership agreement also restricts the remedies available to unitholders for  
actions taken that might, without those limitations, constitute breaches of     
fiduciary duty. Whenever a conflict arises between a general partner or its     
affiliates, on the one hand, and Alliance Resource Partners or any other        
partner, on the other, the managing general partner will resolve that conflict. 
A conflicts committee of the board of directors of the managing general partner 
will, at the request of the managing general partner, review conflicts of       
interest. The managing general partner will not be in breach of its obligations 
under the partnership agreement or its duties to Alliance Resource Partners or  
the unitholders if the resolution of the conflict is considered to be fair and  
reasonable to Alliance Resource Partners. Any resolution is considered to be    
fair and reasonable to Alliance Resource Partners if that resolution is:        

  - approved by the conflicts committee, although no party is obligated to
      seek approval and the managing general partner may adopt a resolution or
course of action that has not received approval;                  

- on terms no less favorable to Alliance Resource Partners than those 
       generally being provided to or available from unrelated third parties; or

   - fair to Alliance Resource Partners, taking into account the totality of
the relationships between the parties involved, including other   
transactions that may be particularly favorable or advantageous to
Alliance Resource Partners.                                       

In resolving a conflict, the managing general partner may, unless the 
resolution is specifically provided for in the partnership agreement, consider: 

- the relative interests of the parties involved in the conflict or   
affected by the action;                                           

    - any customary or accepted industry practices or historical dealings with
a particular person or entity; and                                

   - generally accepted accounting practices or principles and other factors
it considers relevant, if applicable.                             

    Conflicts of interest could arise in the situations described below, among
others:                                                                         

     ACTIONS TAKEN BY THE MANAGING GENERAL PARTNER MAY AFFECT THE AMOUNT OF CASH
AVAILABLE FOR DISTRIBUTION TO UNITHOLDERS OR ACCELERATE THE RIGHT TO CONVERT    
SUBORDINATED UNITS.                                                             

 The amount of cash that is available for distribution to unitholders is
affected by decisions of the managing general partner regarding matters,        
including:                                                                      

- amount and timing of asset purchases and sales;                     

- cash expenditures;                                                  

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- borrowings;                                                         

- issuance of additional units; and                                   

- the creation, reduction or increase of reserves in any quarter.     

   In addition, borrowings by Alliance Resource Partners do not constitute a
breach of any duty owed by the managing general partner to the unitholders,     
including borrowings that have the purpose or effect of:                        

- enabling the general partners to receive distributions on any       
      subordinated units held by them or the incentive distribution rights; or

- hastening the expiration of the subordination period.               

 The partnership agreement provides that Alliance Resource Partners, the
intermediate partnership and the subsidiaries may borrow funds from the general 
partners and their affiliates. The general partners and their affiliates may not
borrow funds from Alliance Resource Partners, the intermediate partnership or   
the subsidiaries.                                                               

     We will not have any officers or employees and will rely solely on officers
and employees of the managing general partner, affiliates and the employees of  
the subsidiaries. Affiliates of the general partners will conduct businesses and
activities of their own in which we will have no economic interest. If these    
separate activities are significantly greater than our activities, there could  
be material competition for the time and effort of the officers and employees   
who provide services to the general partners. The officers of the managing      
general partner will not be required to work full time on our affairs. These    
officers may devote significant time to the affairs of Alliance Resource        
Holdings or its affiliates and will be compensated by these affiliates for the  
services rendered to them.                                                      

    ALLIANCE RESOURCE PARTNERS WILL REIMBURSE THE MANAGING GENERAL PARTNER AND
ITS AFFILIATES FOR EXPENSES.                                                    

    Alliance Resource Partners will reimburse the managing general partner and
its affiliates for costs incurred in managing and operating Alliance Resource   
Partners, including costs incurred in rendering corporate staff and support     
services to Alliance Resource Partners. The partnership agreement provides that 
the managing general partner will determine the expenses that are allocable to  
Alliance Resource Partners in any reasonable manner determined by the managing  
general partner in its sole discretion.                                         

    THE MANAGING GENERAL PARTNER INTENDS TO LIMIT THE LIABILITY OF THE GENERAL
PARTNERS REGARDING ALLIANCE RESOURCE PARTNERS' OBLIGATIONS.                     

    The managing general partner intends to limit the liability of the general
partners under contractual arrangements so that the other party has recourse    
only to all or particular assets of Alliance Resource Partners, and not against 
the general partners or their assets. The partnership agreement provides that   
any action taken by the managing general partner to limit its liability, or that
of the special general partner or Alliance Resource Partners, is not a breach of
the managing general partners' fiduciary duties, even if we could have obtained 
more favorable terms without the limitation on liability.                       

COMMON UNITHOLDERS WILL HAVE NO RIGHT TO ENFORCE OBLIGATIONS OF THE   
MANAGING GENERAL PARTNER AND ITS AFFILIATES UNDER AGREEMENTS WITH ALLIANCE      
RESOURCE PARTNERS.                                                              

    Any agreements between Alliance Resource Partners on the one hand, and the
managing general partner and its affiliates, on the other, will not grant to the
unitholders, separate and apart from Alliance Resource Partners, the right to   
enforce the obligations of the managing general partner and its affiliates in   
favor of Alliance Resource Partners.                                            

CONTRACTS BETWEEN ALLIANCE RESOURCE PARTNERS, ON THE ONE HAND, AND THE
MANAGING GENERAL PARTNER AND ITS AFFILIATES, ON THE OTHER, WILL NOT BE THE      
RESULT OF ARM'S-LENGTH NEGOTIATIONS.                                            

     The partnership agreement allows the managing general partner to pay itself
or its affiliates for any services rendered, provided these services are        
rendered on terms that are fair and reasonable to us. The managing general      
partner may also enter into additional contractual arrangements with any of its 
affiliates                                                                      
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on our behalf. Neither the partnership agreement nor any of the other           
agreements, contracts and arrangements between Alliance Resource Partners, on   
the one hand, and the managing general partner and its affiliates, on the other,
are or will be the result of arm's-length negotiations.                         

   All of these transactions entered into after the sale of the common units
offered in this offering are to be on terms which are fair and reasonable to    
Alliance Resource Partners.                                                     

    The managing general partner and its affiliates will have no obligation to
permit us to use any facilities or assets of the managing general partner and   
its affiliates, except as may be provided in contracts entered into specifically
dealing with that use. There will not be any obligation of the managing general 
partner and its affiliates to enter into any contracts of this kind.            

 COMMON UNITS ARE SUBJECT TO THE MANAGING GENERAL PARTNER'S LIMITED CALL
RIGHT.                                                                          

  The managing general partner may exercise its right to call and purchase
common units as provided in the partnership agreement or assign this right to   
one of its affiliates or to us. The managing general partner may use its own    
discretion, free of fiduciary duty restrictions, in determining whether to      
exercise this right. As a consequence, a common unitholder may have his common  
units purchased from him at an undesirable time or price. For a description of  
this right, see "The Partnership Agreement -- Limited Call Right."              

  ALLIANCE RESOURCE PARTNERS MAY NOT CHOOSE TO RETAIN SEPARATE COUNSEL FOR
ITSELF OR FOR THE HOLDERS OF COMMON UNITS.                                      

    The attorneys, independent auditors and others who have performed services
for us regarding the offering have been retained by the general partners, their 
affiliates and us and may continue to be retained by the general partners, their
affiliates and us after the offering. Attorneys, independent auditors and others
who will perform services for us in the future will be selected by the managing 
general partner or the conflicts committee and may also perform services for the
general partners and their affiliates. Alliance Resource Partners may retain    
separate counsel for Alliance Resource Partners or the holders of common units  
in the event of a conflict of interest arising between the general partners and 
their affiliates, on the one hand, the Alliance Resource Partners or the holders
of common units, on the other, after the sale of the common units offered in    
this prospectus, depending on the nature of the conflict. Alliance Resource     
Partners does not intend to do so in most cases.                                

THE GENERAL PARTNERS' AFFILIATES MAY COMPETE WITH ALLIANCE RESOURCE   
PARTNERS.                                                                       

The partnership agreement provides that the general partners will be  
restricted from engaging in any business activities other than those incidental 
to their ownership of interests in Alliance Resource Partners. Alliance Resource
Holdings will agree, and will cause its controlled affiliates to agree, for so  
long as management and funds managed by The Beacon Group and its affiliates     
control the managing general partner, not to engage in the business of mining,  
marketing or transporting coal in the United States unless it first offers us   
the opportunity to engage in this activity or acquire this business, and the    
board of directors of the managing general partner, with the concurrence of its 
conflicts committee, elects to cause us not to pursue such opportunity or       
acquisition. In addition, Alliance Resource Holdings will be able to purchase   
businesses the majority value of which is not mining, marketing or transporting 
coal, provided Alliance Resource Holdings offers us the opportunity to purchase 
the coal-related assets following their acquisition. The restriction will not   
apply to the assets retained and business conducted by Alliance Resource        
Holdings at the closing of the offering of common units. Except as provided in  
the preceding sentence, Alliance Resource Holdings and its controlled affiliates
will not be prohibited from engaging in activities in which they compete        
directly with us. In addition, The Beacon Group, and the funds it manages, will 
not be prohibited from owning or engaging in businesses which compete with us.  

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FIDUCIARY DUTIES OWED TO UNITHOLDERS BY THE GENERAL PARTNERS ARE PRESCRIBED BY  
LAW AND THE PARTNERSHIP AGREEMENT                                               

The general partners are accountable to us and the Alliance Resource  
Partners unitholders as fiduciaries. The Delaware Act provides that Delaware    
limited partnerships may, in their partnership agreements, restrict or expand   
the fiduciary duties owed by general partners to limited partners and the       
partnership.                                                                    

   In order to induce the managing general partner to manage the business of
Alliance Resource Partners, the partnership agreement contains various          
provisions restricting the fiduciary duties that might otherwise be owed by the 
general partners. The following is a summary of the material restrictions of the
fiduciary duties owed by the general partners to the limited partners:          

State-law fiduciary duty                                                        
standards..................  Fiduciary duties are generally considered to       
                        include an obligation to act with due care and
                        loyalty. The duty of care, in the absence of a
                        provision in a partnership agreement providing
                      otherwise, would generally require a general
                        partner to act for the partnership in the same
                           manner as a prudent person would act on their own
                          behalf. The duty of loyalty, in the absence of a
                        provision in a partnership agreement providing
                       otherwise, would generally prohibit a general
                        partner of a Delaware limited partnership from
                          taking any action or engaging in any transaction
                  where a conflict of interest is present.

                            The Delaware Act generally provides that a limited
                             partner may institute legal action on our behalf to
                            recover damages from a third party where a general
                        partner has refused to institute the action or
                             where an effort to cause a general partner to do so
                    is not likely to succeed. In addition, the
                         statutory or case law of some jurisdictions may
                            permit a limited partner to institute legal action
                      on behalf of himself and all other similarly
                             situated limited partners to recover damages from a
                         general partner for violations of its fiduciary
         duties to the limited partners.

Partnership agreement                                                           
modified standards.........  The partnership agreement contains provisions that 
                             waive or consent to conduct by the general partners
                         and their affiliates that might otherwise raise
                          issues as to compliance with fiduciary duties or
                      applicable law. For example, the partnership
                           agreement permits the managing general partner to
                 make a number of decisions in its "sole
                         discretion." This entitles the managing general
                            partner to consider only the interests and factors
                      that it desires and it shall have no duty or
                     obligation to give any consideration to any
                     interest of, or factors affecting, Alliance
                          Resource Partners, its affiliates or any limited
                      partner. Other provisions of the partnership
                     agreement provide that the managing general
                          partner's actions must be made in its reasonable
                            discretion. These standards reduce the obligations
                     to which the managing general partner would
otherwise be held.    

                           The partnership agreement generally provides that
                    affiliated transactions and resolutions of
                             conflicts of interest not involving a required vote
                         of unitholders must be "fair and reasonable" to
                      Alliance Resource Partners under the factors
                        previously set forth. In determining whether a
                            transaction or resolution is "fair and reasonable"
                             the managing general partner may consider interests
                            of all parties involved, including its own. Unless
                       the managing general partner has acted in bad
faith,                

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                          the action taken by the managing general partner
                        shall not constitute a breach of its fiduciary
                         duty. These standards reduce the obligations to
                            which the managing general partner would otherwise
be held.              

                           In addition to the other more specific provisions
                           limiting the obligations of the general partners,
                             the partnership agreement further provides that the
                           general partners and their officers and directors
                             will not be liable for monetary damages to Alliance
                    Resource Partners, the limited partners or
                             assignees for errors of judgment or for any acts or
                           omissions if the general partners and those other
      persons acted in good faith.

In order to become a limited partner of Alliance Resource Partners, a 
common unitholder is required to agree to be bound by the provisions in the     
partnership agreement, including the provisions discussed above. This is in     
accordance with the policy of the Delaware Act favoring the principle of freedom
of contract and the enforceability of partnership agreements. The failure of a  
limited partner or assignee to sign a partnership agreement does not render the 
partnership agreement unenforceable against that person.                        

  Alliance Resource Partners is required to indemnify the general partners
and their officers, directors, employees, affiliates, partners, members, agents 
and trustees, to the fullest extent permitted by law, against liabilities, costs
and expenses incurred by the general partners or these other persons. This      
indemnification is required if the general partners or these persons acted in   
good faith and in a manner they reasonably believed to be in, or (in the case of
a person other than the general partners) not opposed to, the best interests of 
Alliance Resource Partners. Indemnification is required for criminal proceedings
if the general partners or these other persons had no reasonable cause to       
believe their conduct was unlawful. Thus, the general partners could be         
indemnified for their negligent acts if they met these requirements concerning  
good faith and the best interests of Alliance Resource Partners. See "The       
Partnership Agreement -- Indemnification."                                      

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DESCRIPTION OF THE COMMON UNITS 

   Once this offering is complete, the common units will be registered under
the Exchange Act and Alliance Resource Partners will be subject to the reporting
and other requirements of the Exchange Act. Alliance Resource Partners will be  
required to file periodic reports containing financial and other information    
with the Securities and Exchange Commission.                                    

THE UNITS                                                                       

The common units and the subordinated units represent limited partner 
interests in Alliance Resource Partners. The holders of units are entitled to   
participate in partnership distributions and exercise the rights or privileges  
available to limited partners under the Alliance Resource Partners partnership  
agreement. For a description of the relative rights and preferences of holders  
of common units and subordinated units in and to partnership distributions, see 
"Cash Distribution Policy" and "Description of Subordinated Units." For a       
description of the rights and privileges of limited partners under the Alliance 
Resource Partners partnership agreement, see "The Partnership Agreement."       

TRANSFER AGENT AND REGISTRAR                                                    

Duties                                                                      

       will serve as registrar and transfer agent for the common units and
will receive a fee from Alliance Resource Partners. All fees charged by the     
transfer agent for transfers of common units will be borne by Alliance Resource 
Partners, except the following will be paid by unitholders:                     

  - surety bond premiums to replace lost or stolen certificates, taxes and
other governmental charges;                                       

    - special charges for services requested by a holder of a common unit; and

- other similar fees or charges.                                      

   There will be no charge to holders for disbursements of Alliance Resource
Partners cash distributions. Alliance Resource Partners will indemnify the      
transfer agent, its agents and each of their shareholders, directors, officers  
and employees against all claims and losses that may arise out of acts performed
or omitted for its activities in that capacity, except for any liability due to 
any gross negligence or intentional misconduct of the indemnified person or     
entity.                                                                         

Resignation or Removal                                                      

   The transfer agent may at any time resign, by notice to us, or be removed
by us. The resignation or removal of the transfer agent will become effective   
upon the appointment by Alliance Resource Partners of a successor transfer agent
and registrar and its acceptance of the appointment. If no successor has been   
appointed and accepted the appointment within 30 days after notice of the       
resignation or removal, the managing general partner is authorized to act as the
transfer agent and registrar until a successor is appointed.                    

TRANSFER OF COMMON UNITS                                                        

     The transfer of the common units to persons that purchase directly from the
underwriters will be accomplished through the completion, execution and delivery
of a transfer application by the investor. Any later transfers of a common unit 
will not be recorded by the transfer agent or recognized by Alliance Resource   
Partners unless the transferee executes and delivers a transfer application. The
form of transfer application is set forth as Appendix B to this prospectus and  
is also set forth on the reverse side of the certificates representing units. By
executing and delivering a transfer application, the transferee of common units:

        (1) becomes the record holder of the common units and is an assignee
 until admitted into Alliance Resource Partners as a substituted limited
partner;                                                              

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         (2) automatically requests admission as a substituted limited partner
in Alliance Resource Partners;                                        

        (3) agrees to be bound by the terms and conditions of, and executes,
the Alliance Resource Partners partnership agreement;                 

  (4) represents that the transferee has the capacity, power and
authority to enter into the partnership agreement;                    

     (5) grants powers of attorney to officers of the managing general
  partner and any liquidator of Alliance Resource Partners as specified in
the partnership agreement; and                                        

   (6) makes the consents and waivers contained in the partnership
agreement.                                                            

    An assignee will become a substituted limited partner of Alliance Resource
Partners for the transferred common units upon the consent of the managing      
general partner and the recording of the name of the assignee on the books and  
records of Alliance Resource Partners. The managing general partner may withhold
its consent in its sole discretion.                                             

Transfer applications may be completed, executed and delivered by a   
transferee's broker, agent or nominee. Alliance Resource Partners is entitled to
treat the nominee holder of a common unit as the absolute owner. In that case,  
the beneficial holders' rights are limited solely to those that it has against  
the nominee holder as a result of any agreement between the beneficial owner and
the nominee holder.                                                             

Common units are securities and are transferable according to the laws
governing transfer of securities. In addition to other rights acquired upon     
transfer, the transferor gives the transferee the right to request admission as 
a substituted limited partner in Alliance Resource Partners for the transferred 
common units. A purchaser or transferee of common units who does not execute and
deliver a transfer application obtains only:                                    

   - the right to assign the common unit to a purchaser or other transferee;
and                                                               

- the right to transfer the right to seek admission as a substituted  
      limited partner in Alliance Resource Partners for the transferred common
units.                                                            

  Thus, a purchaser or transferee of common units who does not execute and
deliver a transfer application:                                                 

  - will not receive cash distributions or federal income tax allocations,
    unless the common units are held in a nominee or "street name" account
and the nominee or broker has executed and delivered a transfer   
application; and                                                  

    - may not receive some federal income tax information or reports furnished
to record holders of common units.                                

   The transferor of common units will have a duty to provide the transferee
with all information that may be necessary to transfer the common units. The    
transferor will not have a duty to insure the execution of the transfer         
application by the transferee and will have no liability or responsibility if   
the transferee neglects or chooses not to execute and forward the transfer      
application to the transfer agent. See "The Partnership Agreement -- Status as  
Limited Partner or Assignee."                                                   

    Until a common unit has been transferred on the books of Alliance Resource
Partners, Alliance Resource Partners and the transfer agent, notwithstanding any
notice to the contrary, may treat the record holder of the unit as the absolute 
owner for all purposes, except as otherwise required by law or stock exchange   
regulations.                                                                    

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DESCRIPTION OF THE SUBORDINATED UNITS 

     The subordinated units are a separate class of limited partner interests in
Alliance Resource Partners, and the rights of holders to participate in         
distributions to partners differ from, and are subordinated to, the rights of   
the holders of common units. For any given quarter, any Available Cash will     
first be distributed to the general partners and to the holders of common units,
until the holders of common units have reviewed the minimum quarterly           
distribution plus any arrearages, and then will be distributed to the holders of
subordinated units. See "Cash Distribution Policy."                             

CONVERSION OF SUBORDINATED UNITS                                                

 The subordination period will generally extend from the closing of this
offering until the first day of any quarter beginning after September 30, 2004  
in which each of the following events occur:                                    

     (1) distributions of Available Cash from Operating Surplus on the
common units and the subordinated units equal or exceed the sum of the
    minimum quarterly distributions on all of the outstanding common units and
subordinated units for each of the three non-overlapping four-quarter 
periods immediately preceding that date;                              

         (2) the Adjusted Operating Surplus generated during each of the three
immediately preceding non-overlapping four-quarter periods equals or  
exceeds the sum of the minimum quarterly distributions on all of the  
   outstanding common units and subordinated units during those periods on a
    fully diluted basis and the related distribution on the 2% general partner
interest during those periods; and                                    

   (3) there are no arrearages in payment of the minimum quarterly
distribution on the common units.                                     

    Before the end of the subordination period, half of the subordinated units
(up to 3,206,538 subordinated units) will convert into common units on a        
one-for-one basis on the first day after the record date established for the    
distribution for any quarter ending on or after September 30, 2003, if at the   
end of the applicable quarter each of the following three events occurs:        

     (1) distributions of Available Cash from Operating Surplus on the
common units and the subordinated units equal or exceed the sum of the
    minimum quarterly distributions on all of the outstanding common units and
subordinated units for each of the three non-overlapping four-quarter 
periods immediately preceding that date;                              

       (2) the Adjusted Operating Surplus generated during each of the two
immediately preceding non-overlapping four-quarter periods equals or  
  exceeds 110% of the sum of the minimum quarterly distributions on all of
     the outstanding common units and subordinated units during those periods on
a fully diluted basis and the related distribution on the 2% general  
partner interest during those periods; and                            

   (3) there are no arrearages in payment of the minimum quarterly
distribution on the common units.                                     

   For purposes of determining whether the criteria in each clause (2) above
has been satisfied, Adjusted Operating Surplus will be adjusted upwards or      
downwards if the conflicts committee of the board of directors of the managing  
general partner determines in good faith that the estimated amount of           
maintenance capital expenditures used in the determination of Adjusted Operating
Surplus in either clause (2) was materially incorrect, based on circumstances   
prevailing at the time of original determination of the estimate for any one or 
more of the preceding three four-quarter periods.                               

 Upon expiration of the subordination period, all remaining subordinated
units will convert into common units on a one-for-one basis and will then       
participate, pro rata, with the other common units in distributions of Available
Cash. In addition, if the managing general partner is removed as managing       

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general partner of Alliance Resource Partners under circumstances where cause   
does not exist and units held by the general partners and their affiliates are  
not voted in favor of that removal:                                             

          (1) the subordination period will end and all outstanding subordinated
  units will immediately convert into common units on a one-for-one basis;

   (2) any existing arrearages in payment of the minimum quarterly
distribution on the common units will be extinguished; and            

       (3) the managing general partner will have the right to convert its
    general partner interest and its incentive distribution rights into common
units or to receive cash in exchange for those interests.             

LIMITED VOTING RIGHTS                                                           

Holders of subordinated units will sometimes vote as a single class   
together with the common units and sometimes vote as a class separate from the  
holders of common units and, as in the case of holders of common units, will    
have very limited voting rights. During the subordination period, common units  
and subordinated units each vote separately as a class on the following matters:

     (1) a sale or exchange of all or substantially all of our assets;

          (2) the election of a successor managing general partner in connection
with the removal of the managing general partner;                     

      (3) a dissolution or reconstitution of Alliance Resource Partners;

(4) a merger of Alliance Resource Partners;                 

        (5) issuance of limited partner interests in some circumstances; and

   (6) some amendments to the partnership agreement, including any
   amendment that would cause Alliance Resource Partners to be treated as an
association taxable as a corporation.                                 

The subordinated units are not entitled to vote on approval of the withdrawal of
the managing general partner or the transfer by the managing general partner of 
its managing general partner interest or incentive distribution rights under    
some circumstances. Removal of the managing general partner requires:           

    - a two-thirds vote of all outstanding units voting as a single class; and

    - the election of a successor managing general partner by the holders of a
     majority of the outstanding common units and subordinated units, voting
as separate classes.                                              

Under the partnership agreement, the managing general partner generally will be 
permitted to effect amendments to the partnership agreement that do not         
materially adversely affect unitholders without the approval of any unitholders.

DISTRIBUTIONS UPON LIQUIDATION                                                  

   If Alliance Resource Partners liquidates during the subordination period,
in some circumstances holders of outstanding common units will be entitled to   
receive more per unit in liquidating distributions than holders of outstanding  
subordinated units. The per unit difference will be dependent upon the amount of
gain or loss recognized by Alliance Resource Partners in liquidating its assets.
Following conversion of the subordinated units into common units, all units will
be treated the same upon liquidation of Alliance Resource Partners.             

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THE PARTNERSHIP AGREEMENT 

The following is a summary of the material provisions of the Alliance 
Resource Partners partnership agreement. The form of the partnership agreement  
is included in this prospectus as Appendix A. The form of partnership agreement 
of the intermediate partnership is included as an exhibit to the registration   
statement of which this prospectus constitutes a part. Alliance Resource        
Partners will provide prospective investors with a copy of the forms of these   
agreements upon request at no charge. Unless the context otherwise requires,    
references in this prospectus to the "partnership agreement" constitute         
references to the partnership agreement of Alliance Resource Partners and the   
partnership agreement of the intermediate partnership, collectively.            

The following provisions of the partnership agreement are summarized  
elsewhere in this prospectus.                                                   

- With regard to the transfer of common units, see "Description of the
Common Units -- Transfer of Common Units."                        

  - With regard to distributions of Available Cash, see "Cash Distribution
Policy."                                                          

   - With regard to allocations of taxable income and taxable loss, see "Tax
Considerations."                                                  

ORGANIZATION AND DURATION                                                       

  Alliance Resource Partners was organized in May, 1999. Alliance Resource
Partners will dissolve on December 31, 2098 unless sooner dissolved under the   
terms of the partnership agreement.                                             

PURPOSE                                                                         

  Our purpose under the partnership agreement is limited to serving as the
limited partner of the intermediate partnership and engaging in any business    
activities that may be engaged in by the intermediate partnership or that is    
approved by the managing general partner. The partnership agreement of the      
intermediate partnership provides that the intermediate partnership may,        
directly or indirectly, engage in:                                              

      (1) their operations as conducted immediately before the offering;

       (2) any other activity approved by the managing general partner but
    only to the extent that the managing general partner reasonably determines
  that, as of the date of the acquisition or commencement of the activity,
the activity generates "qualifying income" as this term is defined in 
Section 7704 of the Internal Revenue Code; or                         

        (3) any activity that enhances the operations of an activity that is
described in (1) or (2) above.                                        

 Although the managing general partner has the ability to cause Alliance
Resource Partners, the intermediate partnership and the operating subsidiary to 
engage in activities other than the production and marketing of coal, the       
managing general partner has no current plans to do so. The managing general    
partner is authorized in general to perform all acts deemed necessary to carry  
out our purposes and to conduct our business.                                   

POWER OF ATTORNEY                                                               

     Each limited partner, and each person who acquires a unit from a unitholder
and executes and delivers a transfer application, grants to the managing general
partner and, if appointed, a liquidator, a power of attorney to, among other    
things, execute and file documents required for the qualification, continuance  
or dissolution of Alliance Resource Partners. The power of attorney also grants 
the authority for the amendment of, and to make consents and waivers under, the 
partnership agreement.                                                          

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CAPITAL CONTRIBUTIONS                                                           

  For a description of the initial capital contributions to be made to us,
see "Prospectus Summary -- The Transactions." Unitholders are not obligated to  
make additional capital contributions, except as described below under          
"-- Limited Liability."                                                         

LIMITED LIABILITY                                                               

    Assuming that a limited partner does not participate in the control of our
business within the meaning of the Delaware Revised Uniform Limited Partnership 
Act and that he otherwise acts in conformity with the provisions of the         
partnership agreement, his liability under the Delaware Act will be limited,    
subject to possible exceptions, to the amount of capital he is obligated to     
contribute to us for his common units plus his share of any undistributed       
profits and assets. If it were determined, however, that the right or exercise  
of the right by the limited partners as a group:                                

- to remove or replace the general partners;                          

- to approve some amendments to the partnership agreement; or         

- to take other action under the partnership agreement;               

constituted "participation in the control" of our business for the purposes of  
the Delaware Act, then the limited partners could be held personally liable for 
our obligations under the laws of Delaware, to the same extent as the general   
partners. This liability would extend to persons who transacts business with us 
who reasonably believe that the limited partner is a general partner. Neither   
the partnership agreement nor the Delaware Act specifically provides for legal  
recourse against the general partners if a limited partner were to lose limited 
liability through any fault of the general partners. While this does not mean   
that a limited partner could not seek legal recourse, we have found no precedent
for this type of a claim in Delaware case law.                                  

   Under the Delaware Act, a limited partnership may not make a distribution
to a partner if after the distribution, all liabilities of the limited          
partnership, other than liabilities to partners on account of their partnership 
interests and liabilities for which the recourse of creditors is limited to     
specific property of the partnership, exceed the fair value of the assets of the
limited partnership. For the purpose of determining the fair value of the assets
of a limited partnership, the Delaware Act provides that the fair value of      
property subject to liability for which recourse of creditors is limited shall  
be included in the assets of the limited partnership only to the extent that the
fair value of that property exceeds the nonrecourse liability. The Delaware Act 
provides that a limited partner who receives a distribution and knew at the time
of the distribution that the distribution was in violation of the Delaware Act  
shall be liable to the limited partnership for the amount of the distribution   
for three years. Under the Delaware Act, an assignee who becomes a substituted  
limited partner of a limited partnership is liable for the obligations of his   
assignor to make contributions to the partnership, except the assignee is not   
obligated for liabilities unknown to him at the time he became a limited partner
and which could not be ascertained from the partnership agreement.              

Our subsidiaries will initially conduct business in five states.      
Maintenance of limited liability for Alliance Resource Partners, as a limited   
partner of the intermediate partnership, may require compliance with legal      
requirements in the jurisdictions in which the intermediate partnership conducts
business, including qualifying our subsidiaries to do business there.           
Limitations on the liability of limited partners for the obligations of a       
limited partner have not been clearly established in many jurisdictions. If it  
were determined that we were, by virtue of our limited partner interest in the  
intermediate partnership or otherwise, conducting business in any state without 
compliance with the applicable limited partnership or limited liability company 
statute, or that the right or exercise of the right by the limited partners as a
group to remove or replace the general partners, to approve some amendments to  
the partnership agreement, or to take other action under the partnership        
agreement constituted "participation in the control" of our business for        
purposes of the statutes of any relevant jurisdiction, then the limited partners
could be held personally liable for our obligations under the law of that       
jurisdiction to the same extent as                                              

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the general partners under the circumstances. We will operate in a manner as the
managing general partner considers reasonable and necessary or appropriate to   
preserve the limited liability of the limited partners.                         

ISSUANCE OF ADDITIONAL SECURITIES                                               

 The partnership agreement authorizes us to issue an unlimited number of
additional limited partner interests and other equity securities for the        
consideration and on the terms and conditions established by the managing       
general partner in its sole discretion without the approval of any limited      
partners. During the subordination period, however, except as set forth in the  
following paragraph, we may not issue equity securities ranking senior to the   
common units or an aggregate of more than 4,484,668 additional common units or  
units on a parity with the common units, in each case, without the approval of  
the holders of a majority of the outstanding common units and subordinated      
units, voting as separate classes.                                              

  During the subordination period or thereafter, we may issue an unlimited
number of common units as follows:                                              

(1) upon exercise of the underwriters' overallotment option;

(2) upon conversion of the subordinated units;              

(3) under employee benefit plans;                           

      (4) upon conversion of the general partner interests and incentive
  distribution rights as a result of a withdrawal of the general partners;

     (5) in the event of a combination or subdivision of common units;

          (6) to finance an acquisition or a capital improvement that would have
resulted, on a pro forma basis, in an increase in Adjusted Operating  
Surplus on a per unit basis for the preceding four-quarter period; or 

      (7) to repay up to $40 million of debt, provided that the interest
    cost of such debt is greater than the cost of the additional distributions
   which would have been made on the newly issued units had these units been
outstanding for the prior four-quarter period.                        

It is possible that we will fund acquisitions through the issuance of 
additional common units or other equity securities. Holders of any additional   
common units we issue will be entitled to share equally with the then-existing  
holders of common units in our distributions of Available Cash. In addition, the
issuance of additional partnership interests may dilute the value of the        
interests of the then-existing holders of common units in our net assets.       

In accordance with Delaware law and the provisions of the partnership 
agreement, we may also issue additional partnership securities interests that,  
in the sole discretion of the managing general partner, may have special voting 
rights to which the common units are not entitled.                              

Upon issuance of additional partnership securities, other than upon   
exercise of the underwriters' over-allotment option, the general partners will  
be required to make additional capital contributions to the extent necessary to 
maintain their combined 2% general partner interest in us, the intermediate     
partnership and the operating subsidiary. Moreover, the general partners will   
have the right, which they may from time to time assign in whole or in part to  
any of their affiliates, to purchase common units, subordinated units or other  
equity securities whenever, and on the same terms that, we issue those          
securities to persons other than the general partners and their affiliates, to  
the extent necessary to maintain their percentage interest, including their     
interest represented by common units and subordinated units, that existed       
immediately prior to each issuance. The holders of common units will not have   
preemptive rights to acquire additional common units or other partnership       
interests.                                                                      

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AMENDMENT OF THE PARTNERSHIP AGREEMENT                                          

     Amendments to the partnership agreement may be proposed only by or with the
consent of the managing general partner, which consent may be given or withheld 
in its sole discretion. In order to adopt a proposed amendment, other than the  
amendments discussed below, the managing general partner is required to seek    
written approval of the holders of the number of units required to approve the  
amendment or call a meeting of the limited partners to consider and vote upon   
the proposed amendment except as described below.                               

Prohibited Amendments. No amendment may be made that would:           

  (1) enlarge the obligations of any limited partner without its
 consent, unless approved by at least a majority of the type or class of
limited partner interests so affected;                                

        (2) enlarge the obligations of, restrict in any way any action by or
    rights of, or reduce in any way the amounts distributable, reimbursable or
  otherwise payable by Alliance Resource Partners to either of the general
 partners or any of their affiliates without the consent of the affected
 general partner, which may be given or withheld in its sole discretion;

(3) change the term of Alliance Resource Partners;          

         (4) provide that Alliance Resource Partners is not dissolved upon the
  expiration of its term or upon an election to dissolve Alliance Resource
     Partners by the managing general partner that is approved by the holders of
   a majority of the outstanding common units and subordinated units, voting
as separate classes; or                                               

        (5) give any person the right to dissolve Alliance Resource Partners
other than the managing general partner's right to dissolve Alliance  
 Resource Partners with the approval of the holders of a majority of the
outstanding common units and subordinated units, voting as separate   
classes.                                                              

The provision of the partnership agreement preventing the amendments having the 
effects described in clauses (1) - (5) above can be amended upon the approval of
the holders of at least 90% of the outstanding units voting together as a single
class.                                                                          

 No Unitholder Approval. The managing general partner may generally make
amendments to the partnership agreement without the approval of any limited     
partner or assignee to reflect:                                                 

        (1) a change in the name of Alliance Resource Partners, the location
of the principal place of business of Alliance Resource Partners, the 
  registered agent or the registered office of Alliance Resource Partners;

         (2) the admission, substitution, withdrawal or removal of partners in
accordance with the partnership agreement;                            

     (3) a change that, in the sole discretion of the managing general
     partner, is necessary or advisable to qualify or continue the qualification
    of Alliance Resource Partners as a limited partnership or a partnership in
 which the limited partners have limited liability under the laws of any
state or to ensure that none of Alliance Resource Partners, the       
     intermediate partnership nor the operating subsidiary will be treated as an
  association taxable as a corporation or otherwise taxed as an entity for
federal income tax purposes;                                          

    (4) an amendment that is necessary, in the opinion of counsel to
  Alliance Resource Partners, to prevent Alliance Resource Partners or the
  managing general partner or its directors, officers, agents or trustees,
from in any manner being subjected to the provisions of the Investment
   Company Act of 1940, the Investment Advisors Act of 1940, or "plan asset"
  regulations adopted under the Employee Retirement Income Security Act of
1974, whether or not substantially similar to plan asset regulations  
currently applied or proposed;                                        

       (5) subject to the limitations on the issuance of additional common
 units or other limited or general partner interests described above, an
amendment that in the discretion of the managing                      

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general partner is necessary or advisable for the authorization of    
additional limited or general partner interests;                      

         (6) any amendment expressly permitted in the partnership agreement to
be made by the managing general partner acting alone;                 

       (7) an amendment effected, necessitated or contemplated by a merger
agreement that has been approved under the terms of the partnership   
agreement;                                                            

     (8) any amendment that, in the discretion of the managing general
   partner, is necessary or advisable for the formation by Alliance Resource
  Partners of, or its investment in, any corporation, partnership or other
entity, as otherwise permitted by the partnership agreement;          

        (9) a change in the fiscal year or taxable year of Alliance Resource
Partners and related changes; and                                     

         (10) any other amendments substantially similar to any of the matters
described in (1) - (9) above.                                         

In addition, the managing general partner may make amendments to the  
partnership agreement without the approval of any limited partner or assignee if
those amendments, in the discretion of the managing general partner:            

    (1) do not adversely affect the limited partners in any material
respect;                                                              

          (2) are necessary or advisable to satisfy any requirements, conditions
or guidelines contained in any opinion, directive, order, ruling or   
regulation of any federal or state agency or judicial authority or    
contained in any federal or state statute;                            

       (3) are necessary or advisable to facilitate the trading of limited
partner interests or to comply with any rule, regulation, guideline or
requirement of any securities exchange on which the limited partner   
   interests are or will be listed for trading, compliance with any of which
    the managing general partner deems to be in the best interests of Alliance
Resource Partners and the limited partners;                           

       (4) are necessary or advisable for any action taken by the managing
general partner relating to splits or combinations of units under the 
provisions of the partnership agreement; or                           

         (5) are required to effect the intent expressed in this prospectus or
    the intent of the provisions of the partnership agreement or are otherwise
contemplated by the partnership agreement.                            

  Opinion of Counsel and Unitholder Approval. The managing general partner
will not be required to obtain an opinion of counsel that an amendment will not 
result in a loss of limited liability to the limited partners or result in      
Alliance Resource Partners being treated as an entity for federal income tax    
purposes if one of the amendments described above under "-- No Unitholder       
Approval" should occur. No other amendments to the partnership agreement will   
become effective without the approval of holders of at least 90% of the units   
unless Alliance Resource Partners obtains an opinion of counsel to the effect   
that the amendment will not affect the limited liability under applicable law of
any limited partner in Alliance Resource Partners or cause Alliance Resource    
Partners, the intermediate partnership or the operating subsidiary to be taxable
as a corporation or otherwise to be taxed as an entity for federal income tax   
purposes (to the extent not previously taxed as such).                          

  Any amendment that would have a material adverse effect on the rights or
preferences of any type or class of outstanding units in relation to other      
classes of units will require the approval of at least a majority of the type or
class of units so affected. Any amendment that reduces the voting percentage    
required to take any action is required to be approved by the affirmative vote  
of limited partners constituting not less than the voting requirement sought to 
be reduced.                                                                     

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MERGER, SALE OR OTHER DISPOSITION OF ASSETS                                     

 The managing general partner is generally prohibited, without the prior
approval of the holders of a majority of the outstanding common units and       
subordinated units, voting as separate classes, from causing Alliance Resource  
Partners to, among other things, sell, exchange or otherwise dispose of all or  
substantially all of its assets in a single transaction or a series of related  
transactions, including by way of merger, consolidation or other combination, or
approving on behalf of Alliance Resource Partners the sale, exchange or other   
disposition of all or substantially all of the assets of the subsidiaries;      
provided that the managing general partner may mortgage, pledge, hypothecate or 
grant a security interest in all or substantially all of Alliance Resource      
Partners' assets without that approval. The managing general partner may also   
sell all or substantially all of Alliance Resource Partners' assets under a     
foreclosure or other realization upon the encumbrances above without that       
approval. Furthermore, provided that conditions specified in the partnership    
agreement are satisfied, the managing general partner may merge Alliance        
Resource Partners or any of its subsidiaries into, or convey some or all of     
their assets to, a newly formed entity if the sole purpose of that merger or    
conveyance is to effect a mere change in the legal form of Alliance Resource    
Partners into another limited liability entity. The unitholders are not entitled
to dissenters' rights of appraisal under the partnership agreement or applicable
Delaware law in the event of a merger or consolidation, a sale of substantially 
all of Alliance Resource Partners' assets or any other transaction or event.    

TERMINATION AND DISSOLUTION                                                     

  We will continue until December 31, 2098, unless terminated sooner under
the partnership agreement. We will dissolve upon:                               

       (1) the election of the managing general partner to dissolve us, if
   approved by the holders of a majority of the outstanding common units and
subordinated units, voting as separate classes;                       

       (2) the sale, exchange or other disposition of all or substantially
all of the assets and properties of Alliance Resource Partners and the
subsidiaries;                                                         

          (3) the entry of a decree of judicial dissolution of Alliance Resource
Partners; or                                                          

        (4) the withdrawal or removal of the managing general partner or any
    other event that results in its ceasing to be the managing general partner
other than by reason of a transfer of its general partner interest in 
accordance with the partnership agreement or withdrawal or removal    
following approval and admission of a successor.                      

Upon a dissolution under clause (4), the holders of a majority of the 
outstanding common units and subordinated units, voting as separate classes, may
also elect, within specific time limitations, to reconstitute Alliance Resource 
Partners and continue its business on the same terms and conditions described in
the partnership agreement by forming a new limited partnership on terms         
identical to those in the partnership agreement and having as managing general  
partner an entity approved by the holders of a majority of the outstanding      
common units and subordinated units, voting as separate classes, subject to     
receipt by Alliance Resource Partners of an opinion of counsel to the effect    
that:                                                                           

       (1) the action would not result in the loss of limited liability of
any limited partner; and                                              

     (2) neither Alliance Resource Partners, the reconstituted limited
partnership, nor the operating subsidiary would be treated as an      
   association taxable as a corporation or otherwise be taxable as an entity
for federal income tax purposes upon the exercise of that right to    
continue.                                                             

LIQUIDATION AND DISTRIBUTION OF PROCEEDS                                        

  Upon our dissolution, unless we are reconstituted and continued as a new
limited partnership, the liquidator authorized to wind up our affairs will,     
acting with all of the powers of the managing general partner that the          
liquidator deems necessary or desirable in its judgment, liquidate our assets   
and apply the proceeds of the liquidation as provided in "Cash Distribution     
Policy -- Distributions of Cash upon Liquidation." The liquidator may defer     
liquidation or distribution of our assets for a reasonable period of            

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time or distribute assets to partners in kind if it determines that a sale would
be impractical or would cause undue loss to the partners.                       

WITHDRAWAL OR REMOVAL OF THE GENERAL PARTNERS                                   

   Except as described below, our managing general partner has agreed not to
withdraw voluntarily as managing general partner of either Alliance Resource    
Partners or the intermediate partnership or as the managing member of the       
operating subsidiary prior to September 30, 2009 without obtaining the approval 
of the holders of at least a majority of the outstanding common units, excluding
common units held by the general partners and their affiliates, and furnishing  
an opinion of counsel regarding limited liability and tax matters. On or after  
September 30, 2009, our managing general partner may withdraw as managing       
general partner without first obtaining approval of any unitholder by giving 90 
days' written notice, and that withdrawal will not constitute a violation of the
partnership agreement. Notwithstanding the information above, our managing      
general partner may withdraw without unitholder approval upon 90 days' notice to
the limited partners if at least 50% of the outstanding common units are held or
controlled by one person and its affiliates other than the general partners and 
their affiliates. Our special general partner may withdraw as a general partner 
without unitholder approval at any time upon 90 day's written notice and        
furnishing an opinion of counsel regarding limited liability and tax matters. In
addition, the partnership agreement permits the general partners in some        
instances to sell or otherwise transfer all of their general partner interests  
in Alliance Resource Partners without the approval of the unitholders. See      
"-- Transfer of General Partner Interest and Incentive Distribution Rights." Our
special general partner shall withdraw as a general partner at any time after a 
transfer of its general partner interest upon obtaining the consent of the      
managing general partner. If our special general partner is removed or withdraws
and no successor is appointed, the managing general partner will continue the   
business of Alliance Resource Partners.                                         

Upon the withdrawal of the managing general partner under any         
circumstances, other than as a result of a transfer by the managing general     
partner of all or a part of its general partner interest in Alliance Resource   
Partners, the holders of a majority of the outstanding common units and         
subordinated units, voting as separate classes, may select a successor to that  
withdrawing managing general partner. If a successor is not elected, or is      
elected but an opinion of counsel regarding limited liability and tax matters   
cannot be obtained, Alliance Resource Partners will be dissolved, wound up and  
liquidated, unless within 180 days after that withdrawal, the holders of a      
majority of the outstanding common units and subordinated units, voting as      
separate classes, agree in writing to continue the business of Alliance Resource
Partners and to appoint a successor managing general partner. See               
"-- Termination and Dissolution."                                               

     Neither the managing general partner nor the special general partner may be
removed unless that removal is approved by the vote of the holders of not less  
than 66 2/3% of the outstanding units, including units held by the general      
partners and their affiliates, and Alliance Resource Partners receives an       
opinion of counsel regarding limited liability and tax matters. Any removal of  
the managing general partner is also subject to the approval of a successor     
managing general partner by the vote of the holders of a majority of the        
outstanding common units and subordinated units, voting as separate classes. The
ownership of an aggregate of 41.7% of the outstanding units by the special      
general partner gives it the practical ability to prevent its removal and the   
removal of the managing general partner.                                        

The partnership agreement also provides that if the managing general  
partner is removed as a general partner of Alliance Resource Partners under     
circumstances where cause does not exist and units held by the general partners 
and their affiliates are not voted in favor of that removal:                    

          (1) the subordination period will end and all outstanding subordinated
  units will immediately convert into common units on a one-for-one basis;

   (2) any existing arrearages in payment of the minimum quarterly
distribution on the common units will be extinguished; and            

       (3) the managing general partner will have the right to convert its
    general partner interest and its incentive distribution rights into common
units or to receive cash in exchange for those interests.             

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    Withdrawal or removal of the managing general partner as a general partner
of Alliance Resource Partners also constitutes withdrawal or removal, as the    
case may be, of the managing general partner as the managing general partner of 
the intermediate partnership and as managing member of the operating subsidiary.

In the event of removal of a general partner under circumstances where
cause exists or withdrawal of a general partner where that withdrawal violates  
the partnership agreement, a successor general partner will have the option to  
purchase the general partner interests and incentive distribution rights of the 
departing general partner for a cash payment equal to the fair market value of  
those interests. Under all other circumstances where a general partner withdraws
or is removed by the limited partners, the departing general partner will have  
the option to require the successor general partner to purchase the general     
partner interests of the departing general partner and its incentive            
distribution rights for the fair market value. In each case, this fair market   
value will be determined by agreement between the departing general partner and 
the successor general partner. If no agreement is reached, an independent       
investment banking firm or other independent expert selected by the departing   
general partner and the successor general partner will determine the fair market
value. Or, if the departing general partner and the successor general partner   
cannot agree upon an expert, then an expert chosen by agreement of the experts  
selected by each of them will determine the fair market value.                  

If the above-described option is not exercised by either the departing
general partner or the successor general partner, the departing general         
partner's general partner interest and its incentive distribution rights will   
automatically convert into common units equal to the fair market value of those 
interests as determined by an investment banking firm or other independent      
expert selected in the manner described in the preceding paragraph.             

   In addition, Alliance Resource Partners will be required to reimburse the
departing general partner for all amounts due the departing general partner,    
including, without limitation, all employee-related liabilities, including      
severance liabilities, incurred for the termination of any employees employed by
the departing general partner for the benefit of Alliance Resource Partners.    

TRANSFER OF GENERAL PARTNER INTERESTS AND INCENTIVE DISTRIBUTION RIGHTS         

 Except for transfer by either general partner of all, but not less than
all, of its general partner interests in Alliance Resource Partners and the     
intermediate partnership and the managing interest in the operating subsidiary  
to:                                                                             

(a) an affiliate of either general partner; or              

          (b) another person as part of the merger or consolidation of either of
    the general partners with or into another person or the transfer by either
of the general partners of all or substantially all of their assets to
another person,                                                       

the general partners may not transfer all or any part of their general partner  
interest in Alliance Resource Partners and the intermediate partnership and the 
managing interest in the operating subsidiary to another person prior to        
September 30, 2009, without the approval of the holders of at least a majority  
of the outstanding common units, excluding common units held by the general     
partners and their affiliates. As a condition of this transfer, the transferee  
must assume the rights and duties of the general partner to whose interest that 
transferee has succeeded, agree to be bound by the provisions of the partnership
agreement, furnish an opinion of counsel regarding limited liability and tax    
matters, agree to acquire all of the general partners' interests in the         
intermediate partnership and managing interest in the operating subsidiary and  
agree to be bound by the provisions of the partnership agreement of the         
intermediate partnership and the limited liability company agreement of the     
operating subsidiary. The general partners and their affiliates may at any time,
however, transfer subordinated units to one or more persons, other than Alliance
Resource Partners, without unitholder approval. At any time, the member(s) of   
either general partner may sell or transfer all or part of their member         
interests in the general partner to an affiliate without the approval of the    
unitholders. The managing general partner or its affiliates or a later holder   
may transfer its incentive distribution rights to an affiliate or another person
as part of its merger or consolidation with or into, or sale of all or          
substantially all of its assets to, that person without the prior approval of   
the                                                                             

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unitholders; provided that, in each case, the transferee agrees to be bound by  
the provisions of the partnership agreement. Prior to September 30, 2009, other 
transfers of the incentive distribution rights will require the affirmative vote
of holders of a majority of the outstanding common units and subordinated units,
voting as separate classes. On or after September 30, 2009, the incentive       
distribution rights will be freely transferable.                                

CHANGE OF MANAGEMENT PROVISIONS                                                 

     The partnership agreement contains specific provisions that are intended to
discourage a person or group from attempting to remove Alliance Resource        
Management GP as managing general partner of Alliance Resource Partners or      
otherwise change management. If any person or group other than the general      
partners and their affiliates acquires beneficial ownership of 20% or more of   
any class of units, that person or group loses voting rights on all of its      
units. This loss of voting rights does not apply to any person or group that    
acquires the units from our general partners or their affiliates and any        
transferees of that person or group approved by our managing general partner.   

The partnership agreement also provides that if the managing general  
partner is removed under circumstances where cause does not exist and units held
by the general partners and their affiliates are not voted in favor of that     
removal:                                                                        

          (1) the subordination period will end and all outstanding subordinated
  units will immediately convert into common units on a one-for-one basis;

   (2) any existing arrearages in payment of the minimum quarterly
distribution on the common units will be extinguished; and            

       (3) the managing general partner will have the right to convert its
    general partner interest and its incentive distribution rights into common
units or to receive cash in exchange for those interests.             

LIMITED CALL RIGHT                                                              

     If at any time not more than 20% of the then-issued and outstanding limited
partner interests of any class are held by persons other than the general       
partners and their affiliates, the managing general partner will have the right,
which it may assign in whole or in part to any of its affiliates or to Alliance 
Resource Partners, to acquire all, but not less than all, of the remaining      
limited partner interests of the class held by unaffiliated persons as of a     
record date to be selected by the managing general partner, on at least 10 but  
not more than 60 days' notice. The purchase price in the event of this purchase 
is the greater of:                                                              

        (1) the highest cash price paid by either of the general partners or
any of their affiliates for any limited partner interests of the class
purchased within the 90 days preceding the date on which the managing 
general partner first mails notice of its election to purchase those  
limited partner interests; and                                        

          (2) the current market price as of the date three days before the date
the notice is mailed.                                                 

     As a result of the managing general partner's right to purchase outstanding
limited partner interests, a holder of limited partner interests may have his   
limited partner interests purchased at an undesirable time or price. The tax    
consequences to a unitholder of the exercise of this call right are the same as 
a sale by that unitholder of his common units in the market. See "Tax           
Considerations -- Disposition of Common Units."                                 

MEETINGS; VOTING                                                                

     Except as described below regarding a person or group owning 20% or more of
any class of units then outstanding, unitholders or assignees who are record    
holders of units on the record date will be entitled to notice of, and to vote  
at, meetings of limited partners of Alliance Resource Partners and to act upon  

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matters for which approvals may be solicited. Common units that are owned by an 
assignee who is a record holder, but who has not yet been admitted as a limited 
partner, shall be voted by the managing general partner at the written direction
of the record holder. Absent direction of this kind, the common units will not  
be voted, except that, in the case of common units held by the managing general 
partner on behalf of non-citizen assignees, the managing general partner shall  
distribute the votes on those common units in the same ratios as the votes of   
limited partners on other units are cast.                                       

The managing general partner does not anticipate that any meeting of  
unitholders will be called in the foreseeable future. Any action that is        
required or permitted to be taken by the unitholders may be taken either at a   
meeting of the unitholders or without a meeting if consents in writing          
describing the action so taken are signed by holders of the number of units as  
would be necessary to authorize or take that action at a meeting. Meetings of   
the unitholders may be called by the managing general partner or by unitholders 
owning at least 20% of the outstanding units of the class for which a meeting is
proposed. Unitholders may vote either in person or by proxy at meetings. The    
holders of a majority of the outstanding units of the class or classes for which
a meeting has been called represented in person or by proxy shall constitute a  
quorum unless any action by the unitholders requires approval by holders of a   
greater percentage of the units, in which case the quorum shall be the greater  
percentage.                                                                     

Each record holder of a unit has a vote according to his percentage   
interest in Alliance Resource Partners, although additional limited partner     
interests having special voting rights could be issued. See "-- Issuance of     
Additional Securities." However, if at any time any person or group, other than 
the general partners and their affiliates, or a direct or subsequently approved 
transferee of the general partners or their affiliates, acquires, in the        
aggregate, beneficial ownership of 20% or more of any class of units then       
outstanding, the person or group will lose voting rights on all of its units and
the units may not be voted on any matter and will not be considered to be       
outstanding when sending notices of a meeting of unitholders, calculating       
required votes, determining the presence of a quorum or for other similar       
purposes. Common units held in nominee or street name account will be voted by  
the broker or other nominee in accordance with the instruction of the beneficial
owner unless the arrangement between the beneficial owner and his nominee       
provides otherwise. Except as otherwise provided in the partnership agreement,  
subordinated units will vote together with common units as a single class.      

     Any notice, demand, request, report or proxy material required or permitted
to be given or made to record holders of common units under the partnership     
agreement will be delivered to the record holder by Alliance Resource Partners  
or by the transfer agent.                                                       

STATUS AS LIMITED PARTNER OR ASSIGNEE                                           

  Except as described above under "-- Limited Liability," the common units
will be fully paid, and unitholders will not be required to make additional     
contributions.                                                                  

 An assignee of a common unit, after executing and delivering a transfer
application, but pending its admission as a substituted limited partner, is     
entitled to an interest equivalent to that of a limited partner for the right to
share in allocations and distributions from Alliance Resource Partners,         
including liquidating distributions. The managing general partner will vote and 
exercise other powers attributable to common units owned by an assignee who has 
not become a substitute limited partner at the written direction of the         
assignee. See "-- Meetings; Voting." Transferees who do not execute and deliver 
a transfer application will be treated neither as assignees nor as record       
holders of common units, and will not receive cash distributions, federal income
tax allocations or reports furnished to holders of common units. See            
"Description of the Common Units -- Transfer of Common Units."                  

NON-CITIZEN ASSIGNEES; REDEMPTION                                               

    If we are or become subject to federal, state or local laws or regulations
that, in the reasonable determination of the managing general partner, create a 
substantial risk of cancellation or forfeiture of any property that we have an  
interest in because of the nationality, citizenship or other related status of  
any limited partner or assignee, we may redeem the units held by the limited    
partner or assignee at their                                                    
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current market price. In order to avoid any cancellation or forfeiture, the     
managing general partner may require each limited partner or assignee to furnish
information about his nationality, citizenship or related status. If a limited  
partner or assignee fails to furnish information about this nationality,        
citizenship or other related status within 30 days after a request for the      
information or the managing general partner determines after receipt of the     
information that the limited partner or assignee is not an eligible citizen, the
limited partner or assignee may be treated as a non-citizen assignee. In        
addition to other limitations on the rights of an assignee who is not a         
substituted limited partner, a non-citizen assignee does not have the right to  
direct the voting of his units and may not receive distributions in kind upon   
our liquidation.                                                                

INDEMNIFICATION                                                                 

   Under the partnership agreement, in most circumstances, we will indemnify
the following persons, to the fullest extent permitted by law, from and against 
all losses, claims, damages or similar events:                                  

(1) the general partners;                                   

(2) any departing general partner;                          

         (3) any person who is or was an affiliate of a general partner or any
departing general partner;                                            

      (4) any person who is or was a member, partner, officer, director,
  employee, agent or trustee of a general partner or any departing general
partner or any affiliate of a general partner or any departing general
partner; or                                                           

    (5) any person who is or was serving at the request of a general
partner or any departing general partner or any affiliate of a general
     partner or any departing general partner as an officer, director, employee,
member, partner, agent or trustee of another person.                  

    Any indemnification under these provisions will only be out of our assets.
The general partners shall not be personally liable for, or have any obligation 
to contribute or loan funds or assets to us to enable us to effectuate          
indemnification. We are authorized to purchase insurance against liabilities    
asserted against and expenses incurred by persons for our activities, regardless
of whether we would have the power to indemnify the person against liabilities  
under the partnership agreement.                                                

BOOKS AND REPORTS                                                               

   The managing general partner is required to keep appropriate books of our
business at our principal offices. The books will be maintained for both tax and
financial reporting purposes on an accrual basis. For tax and fiscal reporting  
purposes, our fiscal year is the calendar year.                                 

     We will furnish or make available to record holders of common units, within
120 days after the close of each fiscal year, an annual report containing       
audited financial statements and a report on those financial statements by our  
independent public accountants. Except for our fourth quarter, we will also     
furnish or make available summary financial information within 90 days after the
close of each quarter.                                                          

  We will furnish each record holder of a unit with information reasonably
required for tax reporting purposes within 90 days after the close of each      
calendar year. This information is expected to be furnished in summary form so  
that some complex calculations normally required of partners can be avoided. Our
ability to furnish this summary information to unitholders will depend on the   
cooperation of unitholders in supplying us with specific information. Every     
unitholder will receive information to assist him in determining his federal and
state tax liability and filing his federal and state income tax returns,        
regardless of whether he supplies us with information.                          

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RIGHT TO INSPECT ALLIANCE RESOURCE PARTNERS' BOOKS AND RECORDS                  

The partnership agreement provides that a limited partner can, for a  
purpose reasonably related to his interest as a limited partner, upon reasonable
demand and at his own expense, have furnished to him:                           

          (1) a current list of the name and last known address of each partner;

(2) a copy of our tax returns;                              

   (3) information as to the amount of cash, and a description and
statement of the agreed value of any other property or services,      
     contributed or to be contributed by each partner and the date on which each
became a partner;                                                     

       (4) copies of the partnership agreement, the certificate of limited
   partnership of the partnership, related amendments and powers of attorney
under which they have been executed;                                  

      (5) information regarding the status of our business and financial
condition; and                                                        

  (6) any other information regarding our affairs as is just and
reasonable.                                                           

  The managing general partner may, and intends to, keep confidential from
the limited partners trade secrets or other information the disclosure of which 
the managing general partner believes in good faith is not in our best interests
or which we are required by law or by agreements with third parties to keep     
confidential.                                                                   

REGISTRATION RIGHTS                                                             

Under the partnership agreement, we have agreed to register for resale
under the Securities Act and applicable state securities laws any common units, 
subordinated units or other partnership securities proposed to be sold by the   
general partners or any of their affiliates or their assignees if an exemption  
from the registration requirements is not otherwise available. These            
registration rights continue for two years following any withdrawal or removal  
of our general partners as the general partners of Alliance Resource Partners.  
We are obligated to pay all expenses incidental to the registration, excluding  
underwriting discounts and commissions. See "Units Eligible for Future Sale."   

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UNITS ELIGIBLE FOR FUTURE SALE

After the sale of the common units offered hereby, the special general
partner will hold 6,413,075 (or 5,740,375 if the underwriters' over-allotment   
option is exercised in full) subordinated units. All of these subordinated units
will convert into common units at the end of the subordination period and some  
may convert earlier. The sale of these units could have an adverse impact on the
price of the common units or on any trading market that may develop.            

     The common units sold in the offering will generally be freely transferable
without restriction or further registration under the Securities Act, except    
that any common units owned by an "affiliate" of Alliance Resource Partners may 
not be resold publicly except in compliance with the registration requirements  
of the Securities Act or under an exemption under Rule 144 or otherwise. Rule   
144 permits securities acquired by an affiliate of the issuer to be sold into   
the market in an amount that does not exceed, during any three-month period, the
greater of:                                                                     

(1) 1% of the total number of the securities outstanding; or

          (2) the average weekly reported trading volume of the common units for
the four calendar weeks prior to the sale.                            

Sales under Rule 144 are also subject to specific manner of sale      
provisions, notice requirements and the availability of current public          
information about Alliance Resource Partners. A person who is not deemed to have
been an affiliate of Alliance Resource Partners at any time during the three    
months preceding a sale, and who has beneficially owned his or her common units 
for at least two years, would be entitled to sell common units under Rule 144   
without regard to the public information requirements, volume limitations,      
manner of sale provisions and notice requirements of Rule 144.                  

  Prior to the end of the subordination period, Alliance Resource Partners
may not issue equity securities of the partnership ranking prior or senior to   
the common units or an aggregate of more than 4,484,668 additional common units 
or an equivalent amount of securities ranking on a parity with the common units,
without the approval of the holders of a majority of the outstanding common     
units and subordinated units, voting as separate classes. The 4,484,668 number  
is subject to adjustment in the event of a combination or subdivision of common 
units and shall exclude common units issued:                                    

- upon exercise of the underwriters' over-allotment option;           

- upon conversion of subordinated units;                              

 - in connection with Alliance Resource Partner's making acquisitions or
    capital improvements that are accretive to our cash flow on a per-unit
basis;                                                            

- under an employee benefit plan; or                                  

- upon conversion of the general partner interests and incentive      
distribution rights as a result of the withdrawal of the general  
partners.                                                         

  The partnership agreement provides that, after the subordination period,
Alliance Resource Partners may issue an unlimited number of limited partner     
interests of any type without a vote of the unitholders. The partnership        
agreement does not restrict Alliance Resource Partners' ability to issue equity 
securities ranking junior to the common units at any time. Any issuance of      
additional common units or other equity securities would result in a            
corresponding decrease in the proportionate ownership interest in Alliance      
Resource Partners represented by, and could adversely affect the cash           
distributions to and market price of, common units then outstanding. See "The   
Partnership Agreement -- Issuance of Additional Securities."                    

    Under the partnership agreement, the general partners and their affiliates
have the right to cause Alliance Resource Partners to register under the        
Securities Act and state laws the offer and sale of any units that they hold.   
Subject to the terms and conditions of the partnership agreement, these         
registration rights allow the general partners and their affiliates or their    
assignees holding any units to require                                          

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registration of any of these units and to include any of these units in a       
registration by Alliance Resource Partners of other units, including units      
offered by Alliance Resource Partners or by any unitholder. Each general partner
will continue to have these registration rights for two years following its     
withdrawal or removal as a general partner of Alliance Resource Partners. In    
connection with any registration of this kind, Alliance Resource Partners will  
indemnify each unitholder participating in the registration and its officers,   
directors and controlling persons from and against any liabilities under the    
Securities Act or any state securities laws arising from the registration       
statement or prospectus. Alliance Resource Partners will bear all costs and     
expenses incidental to any registration, excluding any underwriting discounts   
and commissions. Except as described below, the general partners and their      
affiliates may sell their units in private transactions at any time, subject to 
compliance with applicable laws.                                                

Alliance Resource Holdings, Alliance Resource Partners, various       
subsidiaries, the general partners and the officers and directors of the general
partners have agreed that, for a period of 180 days from the date of this       
prospectus, they will not, without the prior written consent of Salomon Smith   
Barney Inc., dispose of or hedge any common units or subordinated units of      
Alliance Resource Partners or any securities convertible into or exchangeable   
for, or that represent the right to receive, common units or subordinated units 
or any securities that are senior to or on a parity with common units or grant  
any options or warrants to purchase common units or subordinated units, other   
than pursuant to our long-term incentive plan or the redemption of the          
subordinated units in the event the over-allotment option is exercised.         

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TAX CONSIDERATIONS

  This section is a summary of the material tax considerations that may be
relevant to prospective unitholders who are individual citizens or residents of 
the United States and, to the extent set forth below under "-- Legal Opinions   
and Advice," expresses the opinion of Andrews & Kurth L.L.P., special counsel to
the general partners and us, insofar as it relates to matters of United States  
federal income tax law and legal conclusions with respect thereto. This section 
is based upon current provisions of the Internal Revenue Code, existing and     
proposed regulations and current administrative rulings and court decisions, all
of which are subject to change. Later changes in these authorities may cause the
tax consequences to vary substantially from the consequences described below.   
Unless the context otherwise requires, references in this section to us are     
references to Alliance Resource Partners, the intermediate partnership and the  
operating subsidiary.                                                           

No attempt has been made in the following discussion to comment on all
federal income tax matters affecting us or the unitholders. Moreover, the       
discussion focuses on unitholders who are individual citizens or residents of   
the United States and has only limited application to corporations, estates,    
trusts, non-resident aliens or other unitholders subject to specialized tax     
treatment, such as tax-exempt institutions, foreign persons, IRAs, REITs or     
mutual funds. Accordingly, each prospective unitholder should consult, and      
should depend on, his or her own tax advisor in analyzing the federal, state,   
local and foreign tax consequences to him or her of the ownership or disposition
of common units.                                                                

LEGAL OPINIONS AND ADVICE                                                       

  Counsel is of the opinion that, based on the accuracy of representations
and covenants and subject to the qualifications set forth in the detailed       
discussion that follows, for federal income tax purposes:                       

        (1) Alliance Resource Partners, the intermediate partnership and the
operating subsidiary will each be treated as a partnership; and       

     (2) owners of common units, with some exceptions, as described in
    "-- Limited Partner Status" below, will be treated as partners of Alliance
     Resource Partners, but not in the intermediate partnership or the operating
subsidiary.                                                           

In addition, all statements as to matters of law and legal conclusions contained
in this section, unless otherwise noted, are the opinion of counsel.            

No ruling has been or will be requested from the IRS regarding our    
classification as a partnership for federal income tax purposes, whether our    
operations generate "qualifying income" under Section 7704 of the Internal      
Revenue Code or any other matter affecting us or prospective unitholders. An    
opinion of counsel represents only that counsel's best legal judgment and does  
not bind the IRS or the courts. Accordingly, we cannot assure you that the      
opinions and statements made here would be sustained by a court if contested by 
the IRS. Any contest of this sort with the IRS may materially and adversely     
impact the market for the common units and the prices at which common units     
trade. In addition, the costs of any contest with the IRS will be borne directly
or indirectly by the unitholders and the general partners. Furthermore, we      
cannot assure you that the treatment of Alliance Resource Partners, or an       
investment in Alliance Resource Partners, will not be significantly modified by 
future legislative or administrative changes or court decisions. Any            
modifications may or may not be retroactively applied.                          

   For the reasons described below, counsel has not rendered an opinion with
respect to the following specific federal income tax issues:                    

        (1) the treatment of a unitholder whose common units are loaned to a
short seller to cover a short sale of common units (see "-- Tax       
Consequences of Unit Ownership -- Treatment of Short Sales");         

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(2) whether a unitholder acquiring common units in separate 
    transactions must maintain a single aggregate adjusted tax basis in his or
 her common units (see "-- Disposition of Common Units -- Recognition of
Gain or Loss");                                                       

        (3) whether our monthly convention for allocating taxable income and
   losses is permitted by existing Treasury Regulations (see "-- Disposition
   of Common Units -- Allocations Between Transferors and Transferees"); and

      (4) whether our method for depreciating Section 743 adjustments is
sustainable (see "-- Tax Consequences of Unit Ownership -- Section 754
Election").                                                           

PARTNERSHIP STATUS                                                              

A partnership is not a taxable entity and incurs no federal income tax
liability. Instead, each partner of a partnership is required to take into      
account his or her allocable share of items of income, gain, loss and deduction 
of the partnership in computing his or her federal income tax liability,        
regardless of whether cash distributions are made. Distributions by a           
partnership to a partner are generally not taxable unless the amount of cash    
distributed is in excess of the partner's adjusted basis in his or her          
partnership interest.                                                           

   No ruling has been or will be sought from the IRS and the IRS has made no
determination as to the status of Alliance Resource Partners, the intermediate  
partnership or the operating subsidiary as partnerships for federal income tax  
purposes. Instead, we have relied on the opinion of counsel that, based upon the
Internal Revenue Code, its regulations, published revenue rulings and court     
decisions and the representations described below, each of Alliance Resource    
Partners, the intermediate partnership and the operating subsidiary will be     
classified as a partnership for federal income tax purposes.                    

     In rendering its opinion, counsel has relied on factual representations and
covenants made by us and the general partners. The representations and covenants
made by us and our general partners upon which counsel has relied are:          

        (a) None of Alliance Resource Partners, the intermediate partnership
   or the operating subsidiary will elect to be treated as an association or
corporation;                                                          

        (b) Alliance Resource Partners and the intermediate partnership will
be operated in accordance with                                        

(1) all applicable partnership statutes,              

(2) the applicable partnership agreement, and         

(3) their description in this prospectus;             

    (c) The operating subsidiary will be operated in accordance with

(1) all applicable limited liability company statutes,

(2) its limited liability company agreement, and      

(3) its description in this prospectus;               

        (d) For each taxable year, more than 90% of our gross income will be
derived from:                                                         

             (1) the exploration, development, production, processing, refining,
transportation or marketing of any mineral or natural resource, 
        including oil, gas, its products and naturally occurring carbon dioxide,
or                                                              

             (2) other items of income as to which counsel has or will opine are
"qualifying income" within the meaning of Section 7704(d) of the
Internal Revenue Code.                                          

 Section 7704 of the Internal Revenue Code provides that publicly-traded
partnerships will, as a general rule, be taxed as corporations. However, an     
exception, referred to as the "Qualifying Income Exception," exists with respect
to publicly-traded partnerships of which 90% or more of the gross income        
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for every taxable year consists of "qualifying income." Qualifying income       
includes income and gains derived from the transportation and marketing of coal,
crude oil, natural gas and products thereof. Other types of qualifying income   
include interest (from other than a financial business), dividends, gains from  
the sale of real property and gains from the sale or other disposition of       
capital assets held for the production of income that otherwise constitutes     
qualifying income. We estimate that less than 2% of our current income is not   
qualifying income; however, this estimate could change from time to time. Based 
upon and subject to this estimate, the factual representations made by us and   
the general partners and a review of the applicable legal authorities, counsel  
is of the opinion that at least 90% of our gross income constitutes qualifying  
income.                                                                         

  If we fail to meet the Qualifying Income Exception, other than a failure
which is determined by the IRS to be inadvertent and which is cured within a    
reasonable time after discovery, we will be treated as if we had transferred all
of our assets, subject to liabilities, to a newly formed corporation, on the    
first day of the year in which we fail to meet the Qualifying Income Exception, 
in return for stock in that corporation, and then distributed that stock to the 
partners in liquidation of their interests in us. This contribution and         
liquidation should be tax-free to unitholders and Alliance Resource Partners so 
long as we, at that time, do not have liabilities in excess of the tax basis of 
our assets. Thereafter, we would be treated as a corporation for federal income 
tax purposes.                                                                   

If Alliance Resource Partners, the intermediate partnership or the    
operating subsidiary were treated as an association taxable as a corporation in 
any taxable year, either as a result of a failure to meet the Qualifying Income 
Exception or otherwise, its items of income, gain, loss and deduction would be  
reflected only on its tax return rather than being passed through to the        
unitholders, and its net income would be taxed to Alliance Resource Partners,   
the intermediate partnership or the operating subsidiary at corporate rates. In 
addition, any distribution made to a unitholder would be treated as either      
taxable dividend income, to the extent of our current or accumulated earnings   
and profits, or, in the absence of earnings and profits, a nontaxable return of 
capital, to the extent of the unitholder's tax basis in his or her common units,
or taxable capital gain, after the unitholder's tax basis in his or her common  
units is reduced to zero. Accordingly, treatment of Alliance Resource Partners, 
the intermediate partnership or the operating subsidiary as an association      
taxable as a corporation would result in a material reduction in a unitholder's 
cash flow and after-tax return and thus would likely result in a substantial    
reduction of the value of the units.                                            

    The discussion below is based on the assumption that we will be classified
as a partnership for federal income tax purposes.                               

LIMITED PARTNER STATUS                                                          

    Unitholders who have become limited partners of Alliance Resource Partners
will be treated as partners of Alliance Resource Partners for federal income tax
purposes. Counsel is also of the opinion that                                   

        (a) assignees who have executed and delivered transfer applications,
and are awaiting admission as limited partners, and                   

      (b) unitholders whose common units are held in street name or by a
     nominee and who have the right to direct the nominee in the exercise of all
substantive rights attendant to the ownership of their common units,  

will be treated as partners of Alliance Resource Partners for federal income tax
purposes. As there is no direct authority addressing assignees of common units  
who are entitled to execute and deliver transfer applications and thereby become
entitled to direct the exercise of attendant rights, but who fail to execute and
deliver transfer applications, counsel's opinion does not extend to these       
persons. Furthermore, a purchaser or other transferee of common units who does  
not execute and deliver a transfer application may not receive some federal     
income tax information or reports furnished to record holders of common units   
unless the common units are held in a nominee or street name account and the    
nominee or broker has executed and delivered a transfer application for those   
common units.                                                                   
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   A beneficial owner of common units whose units have been transferred to a
short seller to complete a short sale would appear to lose his or her status as 
a partner with respect to these units for federal income tax purposes. See      
"-- Tax Consequences of Unit Ownership -- Treatment of Short Sales."            

   Income, gain, deductions or losses would not appear to be reportable by a
unitholder who is not a partner for federal income tax purposes, and any cash   
distributions received by a unitholder who is not a partner for federal income  
tax purposes would therefore be fully taxable as ordinary income. These holders 
should consult their own tax advisors with respect to their status as partners  
in Alliance Resource Partners for federal income tax purposes.                  

TAX CONSEQUENCES OF UNIT OWNERSHIP                                              

 Flow-through of Taxable Income. We will not pay any federal income tax.
Instead, each unitholder will be required to report on his or her income tax    
return his or her allocable share of our income, gains, losses and deductions   
without regard to whether corresponding cash distributions are received by that 
unitholder. Consequently, a unitholder may be allocated income from us even if  
he or she has not received a cash distribution. Each unitholder will be required
to include in income his or her allocable share of Alliance Resource Partners   
income, gain, loss and deduction for the taxable year of Alliance Resource      
Partners ending with or within the taxable year of the unitholder.              

   Treatment of Distributions. Distributions by us to a unitholder generally
will not be taxable to the unitholder for federal income tax purposes to the    
extent of his or her tax basis in his or her common units immediately before the
distribution. Our cash distributions in excess of a unitholder's tax basis      
generally will be considered to be gain from the sale or exchange of the common 
units, taxable in accordance with the rules described under "-- Disposition of  
Common Units" below. Any reduction in a unitholder's share of our liabilities   
for which no partner, including the general partners, bears the economic risk of
loss, known as "nonrecourse liabilities," will be treated as a distribution of  
cash to that unitholder. To the extent our distributions cause a unitholder's   
"at risk" amount to be less than zero at the end of any taxable year, he or she 
must recapture any losses deducted in previous years. See "-- Limitations on    
Deductibility of Losses."                                                       

A decrease in a unitholder's percentage interest in us because of our 
issuance of additional common units will decrease his or her share of our       
nonrecourse liabilities, and thus will result in a corresponding deemed         
distribution of cash. A non-pro rata distribution of money or property may      
result in ordinary income to a unitholder, regardless of his or her tax basis in
his or her common units, if the distribution reduces the unitholder's share of  
our "unrealized receivables," including depreciation recapture, and/or          
substantially appreciated "inventory items," both as defined in Section 751 of  
the Internal Revenue Code, and collectively, "Section 751 Assets." To that      
extent, he or she will be treated as having been distributed his or her         
proportionate share of the Section 751 Assets and having exchanged those assets 
with us in return for the non-pro rata portion of the actual distribution made  
to him or her. This latter deemed exchange will generally result in the         
unitholder's realization of ordinary income under Section 751(b) of the Internal
Revenue Code. That income will equal the excess of (1) the non-pro rata portion 
of that distribution over (2) the unitholder's tax basis for the share of       
Section 751 Assets deemed relinquished in the exchange.                         

   Ratio of Taxable Income to Distributions. We estimate that a purchaser of
common units in the offering who holds those common units from the date of      
closing of the offering through December 31, 2002, will be allocated an amount  
of federal taxable income for that period that will be less than 30% of the cash
distributed with respect to that period. We anticipate that after the taxable   
year ending December 31, 2002, the ratio of taxable income allocable to cash    
distributions to the unitholders will increase. These estimates are based upon  
the assumption that gross income from operations will approximate the amount    
required to make the minimum quarterly distribution on all units and other      
assumptions with respect to capital expenditures, cash flow and anticipated cash
distributions. These estimates and assumptions are subject to, among other      
things, numerous business, economic, regulatory, competitive and political      
uncertainties beyond our control. Further, the estimates are based on current   
tax                                                                             

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law and tax reporting positions that we intend to adopt and with which the IRS  
could disagree. Accordingly, we cannot assure you that these estimates will     
prove to be correct. The actual percentage of distributions that will constitute
taxable income could be higher or lower, and any differences could be material  
and could materially affect the value of the common units.                      

Basis of Common Units. A unitholder's initial tax basis for his or her
common units will be the amount he or she paid for the common units plus his or 
her share of our nonrecourse liabilities. That basis will be increased by his or
her share of our income and by any increases in his or her share of our         
nonrecourse liabilities. That basis will be decreased, but not below zero, by   
distributions from us, by the unitholder's share of our losses, by any decreases
in his or her share of our nonrecourse liabilities and by his or her share of   
our expenditures that are not deductible in computing taxable income and are not
required to be capitalized. A limited partner will have no share of our debt    
which is recourse to the general partners, but will have a share, generally     
based on his or her share of profits, of our nonrecourse liabilities. See       
"-- Disposition of Common Units -- Recognition of Gain or Loss."                

  Limitations on Deductibility of Losses. The deduction by a unitholder of
his or her share of our losses will be limited to the tax basis in his or her   
units and, in the case of an individual unitholder or a corporate unitholder, if
more than 50% of the value of its stock is owned directly or indirectly by five 
or fewer individuals or some tax-exempt organizations, to the amount for which  
the unitholder is considered to be "at risk" with respect to our activities, if 
that is less than his or her tax basis. A unitholder must recapture losses      
deducted in previous years to the extent that distributions cause his or her at 
risk amount to be less than zero at the end of any taxable year. Losses         
disallowed to a unitholder or recaptured as a result of these limitations will  
carry forward and will be allowable to the extent that his or her tax basis or  
at risk amount, whichever is the limiting factor, is subsequently increased.    
Upon the taxable disposition of a unit, any gain recognized by a unitholder can 
be offset by losses that were previously suspended by the at risk limitation but
may not be offset by losses suspended by the basis limitation. Any excess loss  
above that gain previously suspended by the at risk or basis limitations is no  
longer utilizable.                                                              

    In general, a unitholder will be at risk to the extent of the tax basis of
his or her units, excluding any portion of that basis attributable to his or her
share of our nonrecourse liabilities, reduced by any amount of money he or she  
borrows to acquire or hold his or her units, if the lender of those borrowed    
funds owns an interest in us, is related to the unitholder or can look only to  
the units for repayment. A unitholder's at risk amount will increase or decrease
as the tax basis of the unitholder's units increases or decreases, other than   
tax basis increases or decreases attributable to increases or decreases in his  
or her share of our nonrecourse liabilities.                                    

   The passive loss limitations generally provide that individuals, estates,
trusts and some closely-held corporations and personal service corporations can 
deduct losses from passive activities, which are generally activities in which  
the taxpayer does not materially participate, only to the extent of the         
taxpayer's income from those passive activities. The passive loss limitations   
are applied separately with respect to each publicly-traded partnership.        
Consequently, any passive losses we generate will only be available to offset   
our passive income generated in the future and will not be available to offset  
income from other passive activities or investments, including other            
publicly-traded partnerships, or salary or active business income. Passive      
losses that are not deductible because they exceed a unitholder's income        
generated by us may be deducted in full when he or she disposes of his or her   
entire investment in us in a fully taxable transaction with an unrelated party. 
The passive activity loss rules are applied after other applicable limitations  
on deductions, including the at risk rules and the basis limitation.            

A unitholder's share of our net income may be offset by any suspended 
passive losses, but it may not be offset by any other current or carryover      
losses from other passive activities, including those attributable to other     
publicly-traded partnerships. The IRS has announced that Treasury Regulations   
will be issued that characterize net passive income from a publicly-traded      
partnership as investment income for purposes of the limitations on the         
deductibility of investment interest.                                           

  Limitations on Interest Deductions. The deductibility of a non-corporate
taxpayer's "investment interest expense" is generally limited to the amount of  
that taxpayer's "net investment income." As noted,                              
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a unitholder's share of our net passive income will be treated as investment    
income for this purpose. In addition, the unitholder's share of our portfolio   
income will be treated as investment income. Investment interest expense        
includes:                                                                       

        (1) interest on indebtedness properly allocable to property held for
investment;                                                           

(2) our interest expense attributed to portfolio income; and

        (3) the portion of interest expense incurred to purchase or carry an
interest in a passive activity to the extent attributable to portfolio
income.                                                               

 The computation of a unitholder's investment interest expense will take
into account interest on any margin account borrowing or other loan incurred to 
purchase or carry a unit. Net investment income includes gross income from      
property held for investment and amounts treated as portfolio income under the  
passive loss rules, less deductible expenses, other than interest, directly     
connected with the production of investment income, but generally does not      
include gains attributable to the disposition of property held for investment.  

    Entity-Level Collections. If we are required or elect under applicable law
to pay any federal, state or local income tax on behalf of any unitholder or the
general partners or any former unitholder, we are authorized to pay those taxes 
from our funds. That payment, if made, will be treated as a distribution of cash
to the partner on whose behalf the payment was made. If the payment is made on  
behalf of a person whose identity cannot be determined, we are authorized to    
treat the payment as a distribution to all current unitholders. We are          
authorized to amend the partnership agreement in the manner necessary to        
maintain uniformity of intrinsic tax characteristics of units and to adjust     
later distributions, so that after giving effect to these distributions, the    
priority and characterization of distributions otherwise applicable under the   
partnership agreement is maintained as nearly as is practicable. Payments by us 
as described above could give rise to an overpayment of tax on behalf of an     
individual partner in which event the partner could file a claim for credit or  
refund.                                                                         

  Allocation of Income, Gain, Loss and Deduction. In general, if we have a
net profit, our items of income, gain, loss and deduction will be allocated     
among the general partners and the unitholders in accordance with their         
particular percentage interests in us. At any time that distributions are made  
to the common units and not to the subordinated units, or that incentive        
distributions are made to the managing general partner, gross income will be    
allocated to the recipients to the extent of these distributions. If we have a  
net loss for the entire year, the amount of that loss will be allocated first,  
to the general partners and the unitholders in accordance with their particular 
percentage interests in us to the extent of their positive capital accounts and,
second, to the general partners.                                                

     As required by Section 704(c) of the Internal Revenue Code and as permitted
by its Regulations, specified items of our income, gain, loss and deduction will
be allocated to account for the difference between the tax basis and fair market
value of property contributed to us by the special general partner referred to  
in this discussion as "Contributed Property." The effect of these allocations to
a unitholder will be essentially the same as if the tax basis of the Contributed
Property were equal to its fair market value at the time of contribution. In    
addition, specified items of recapture income will be allocated to the extent   
possible to the partner who was allocated the deduction giving rise to the      
treatment of that gain as recapture income in order to minimize the recognition 
of ordinary income by some unitholders. Finally, although we do not expect that 
our operations will result in the creation of negative capital accounts, if     
negative capital accounts nevertheless result, items of our income and gain will
be allocated in an amount and manner sufficient to eliminate the negative       
balance as quickly as possible.                                                 

 Treasury regulations provide that an allocation of items of our income,
gain, loss or deduction, other than an allocation required by Section 704(c) of 
the Internal Revenue Code to eliminate the difference between a partner's "book"
capital account, credited with the fair market value of Contributed Property,   
and "tax" capital account, credited with the tax basis of Contributed Property, 
(the "Book-Tax Disparity"), will generally be given effect for federal income   
tax purposes in determining a partner's                                         

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distributive share of an item of income, gain, loss or deduction only if the    
allocation has substantial economic effect. In any other case, a partner's      
distributive share of an item will be determined on the basis of the partner's  
interest in us, which will be determined by taking into account all the facts   
and circumstances, including the partner's relative contributions to us, the    
interests of the partners in economic profits and losses, the interest of the   
partners in cash flow and other nonliquidating distributions and rights of the  
partners to distributions of capital upon liquidation.                          

    Counsel is of the opinion that, with the exception of the issues described
in "-- Tax Consequences of Unit Ownership -- Section 754 Election" and          
"-- Disposition of Common Units -- Allocations Between Transferors and          
Transferees," allocations under our partnership agreement will be given effect  
for federal income tax purposes in determining a partner's distributive share of
an item of income, gain, loss or deduction.                                     

   Treatment of Short Sales. A unitholder whose units are loaned to a "short
seller" to cover a short sale of units may be considered as having disposed of  
ownership of those units. If so, he or she would no longer be a partner for     
those units during the period of the loan and may recognize gain or loss from   
the disposition. As a result, during this period:                               

  - any of our income, gain, loss or deduction with respect to those units
would not be reportable by the unitholder;                        

   - any cash distributions received by the unitholder for those units would
be fully taxable; and                                             

     - all of these distributions would appear to be treated as ordinary income.

    Unitholders desiring to assure their status as partners and avoid the risk
of gain recognition should modify any applicable brokerage account agreements to
prohibit their brokers from borrowing their units. The IRS has announced that it
is actively studying issues relating to the tax treatment of short sales of     
partnership interests. See also "-- Disposition of Common Units -- Recognition  
of Gain or Loss."                                                               

    Alternative Minimum Tax. Although it is not expected that we will generate
significant tax preference items or adjustments, each unitholder will be        
required to take into account his or her distributive share of any items of our 
income, gain, loss or deduction for purposes of the alternative minimum tax. The
minimum tax rate for noncorporate taxpayers is 26% on the first $175,000 of     
alternative minimum taxable income in excess of the exemption amount and 28% on 
any additional alternative minimum taxable income. Prospective unitholders      
should consult with their tax advisors as to the impact of an investment in     
units on their liability for the alternative minimum tax.                       

     Tax Rates. In general the highest marginal United States federal income tax
rate for individuals for 1999 is 39.6% and the maximum United States federal    
income tax rate for net capital gains of an individual for 1999 is 20% if the   
asset disposed of was held for more than 12 months at the time of disposition.  

   Section 754 Election. We intend to make the election permitted by Section
754 of the Internal Revenue Code. That election is irrevocable without the      
consent of the IRS. The election will generally permit us to adjust a common    
unit purchaser's tax basis in our assets ("inside basis") under Section 743(b)  
of the Internal Revenue Code to reflect his or her purchase price. This election
does not apply to a person who purchases common units directly from us. The     
Section 743(b) adjustment belongs to the purchaser and not to other partners.   
For purposes of this discussion, a partner's inside basis in our assets will be 
considered to have two components: (1) his or her share of our tax basis in our 
assets ("common basis") and (2) his or her Section 743(b) adjustment to that    
basis.                                                                          

 Proposed Treasury regulations under Section 743 of the Internal Revenue
Code require, if the remedial allocation method is adopted (which we intend to  
do), a portion of the Section 743(b) adjustment attributable to recovery        
property to be depreciated over the remaining cost recovery period for the      
Section 704(c) built-in gain. Nevertheless, Proposed Treasury Regulation Section
1.197-2(g)(3) indicates that the Section 743(b) adjustment attributable to an   
amortizable Section 197 intangible should                                       

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be treated as a newly-acquired asset placed in service in the month when the    
purchaser acquires the unit. Under Treasury Regulation Section 1.167(c)-1(a)(6),
a Section 743(b) adjustment attributable to property subject to depreciation    
under Section 167 of the Internal Revenue Code rather than cost recovery        
deductions under Section 168 is generally required to be depreciated using      
either the straight-line method or the 150% declining balance method. Although  
the proposed regulations under Section 743 will likely eliminate many of the    
problems if finalized in their current form, the depreciation and amortization  
methods and useful lives associated with the Section 743(b) adjustment may      
differ from the methods and useful lives generally used to depreciate the common
basis in these properties. Under our partnership agreement, the managing general
partner is authorized to adopt a convention to preserve the uniformity of units 
even if that convention is not consistent with specified Treasury Regulations.  
See "-- Tax Treatment of Operations -- Uniformity of Units."                    

     Although counsel is unable to opine as to the validity of this approach, we
intend to depreciate the portion of a Section 743(b) adjustment attributable to 
unrealized appreciation in the value of Contributed Property, to the extent of  
any unamortized Book-Tax Disparity, using a rate of depreciation or amortization
derived from the depreciation or amortization method and useful life applied to 
the common basis of the property, or treat that portion as non-amortizable to   
the extent attributable to property the common basis of which is not            
amortizable. This method is consistent with the proposed regulations under      
Section 743 but is arguably inconsistent with Treasury Regulation Section       
1.167(c)-1(a)(6) and Proposed Treasury Regulation Section 1.197-2(g)(3), neither
of which is expected to directly apply to a material portion of our assets. To  
the extent this Section 743(b) adjustment is attributable to appreciation in    
value in excess of the unamortized Book-Tax Disparity, we will apply the rules  
described in the Treasury Regulations and legislative history. If we determine  
that this position cannot reasonably be taken, we may adopt a depreciation or   
amortization convention under which all purchasers acquiring units in the same  
month would receive depreciation or amortization, whether attributable to common
basis or Section 743(b) adjustment, based upon the same applicable rate as if   
they had purchased a direct interest in our assets. This kind of aggregate      
approach may result in lower annual depreciation or amortization deductions than
would otherwise be allowable to some unitholders. See "-- Tax Treatment of      
Operations -- Uniformity of Units."                                             

  The allocation of the Section 743(b) adjustment among our assets must be
made in accordance with the Internal Revenue Code. The IRS could seek to        
reallocate some or all of any Section 743(b) adjustment to goodwill not so      
allocated by us. Goodwill, as an intangible asset, is generally amortizable over
a longer period of time or under a less accelerated method than our tangible    
assets.                                                                         

     A Section 754 election is advantageous if the transferee's tax basis in his
or her units is higher than the units' share of the aggregate tax basis of our  
assets immediately prior to the transfer. In that case, as a result of the      
election, the transferee would have a higher tax basis in his or her share of   
our assets for purposes of calculating, among other items, his or her           
depreciation and depletion deductions and his or her share of any gain or loss  
on a sale of our assets. Conversely, a Section 754 election is disadvantageous  
if the transferee's tax basis in his or her units is lower than those units'    
share of the aggregate tax basis of our assets immediately prior to the         
transfer. Thus, the fair market value of the units may be affected either       
favorably or adversely by the election.                                         

  The calculations involved in the Section 754 election are complex and we
will make them on the basis of assumptions as to the value of our assets and    
other matters. We cannot assure you that the determinations made by us will not 
be successfully challenged by the IRS and that the deductions resulting from    
them will not be reduced or disallowed altogether. Should the IRS require a     
different basis adjustment to be made, and should, in our opinion, the expense  
of compliance exceed the benefit of the election, we may seek permission from   
the IRS to revoke our Section 754 election. If permission is granted, a         
subsequent purchaser of units may be allocated more income than he would have   
been allocated had the election not been revoked.                               

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TAX TREATMENT OF OPERATIONS                                                     

     Accounting Method and Taxable Year. We will use the year ending December 31
as our taxable year and we will adopt the accrual method of accounting for      
federal income tax purposes. Each unitholder will be required to include in     
income his or her allocable share of our income, gain, loss and deduction for   
our taxable year ending within or with his or her taxable year. In addition, a  
unitholder who has a taxable year ending on a date other than December 31 and   
who disposes of all of his or her units following the close of our taxable year 
but before the close of his or her taxable year must include his or her         
allocable share of our income, gain, loss and deduction in income for his or her
taxable year, with the result that he or she will be required to include in     
income for his or her taxable year his or her share of more than one year of our
income, gain, loss and deduction. See "-- Disposition of Common                 
Units -- Allocations Between Transferors and Transferees."                      

Initial Tax Basis, Depreciation and Amortization. The tax basis of our
assets will be used for purposes of computing depreciation and cost recovery    
deductions and, ultimately, gain or loss on the disposition of these assets. The
federal income tax burden associated with the difference between the fair market
value of property contributed to us and the tax basis established for that      
property will be borne by the special general partner. See "-- Tax Consequences 
of Unit Ownership -- Allocation of Income, Gain, Loss and Deduction."           

To the extent allowable, we may elect to use the depreciation and cost
recovery methods that will result in the largest deductions being taken in the  
early years after assets are placed in service. We will not be entitled to any  
amortization deductions with respect to any goodwill conveyed to us on          
formation. Property subsequently acquired or constructed by us may be           
depreciated using accelerated methods permitted by the Internal Revenue Code.   

   If we dispose of depreciable property by sale, foreclosure, or otherwise,
all or a portion of any gain, determined by reference to the amount of          
depreciation previously deducted and the nature of the property, may be subject 
to the recapture rules and taxed as ordinary income rather than capital gain.   
Similarly, a partner who has taken cost recovery or depreciation deductions with
respect to property owned by us may be required to recapture those deductions as
ordinary income upon a sale of his or her interest in us. See "-- Tax           
Consequences of Unit Ownership -- Allocation of Income, Gain, Loss and          
Deduction" and "-- Disposition of Common Units -- Recognition of Gain or Loss." 

  Costs incurred in organizing Alliance Resource Partners may be amortized
over any period selected by us not shorter than 60 months. The costs incurred in
promoting the issuance of units (i.e. syndication expenses) must be capitalized 
and cannot be deducted currently, ratably or upon termination of Alliance       
Resource Partners. There are uncertainties regarding the classification of costs
as organization expenses, which may be amortized, and as syndication expenses,  
which may not be amortized. Under recently adopted regulations, the underwriting
discounts and commissions would be treated as a syndication cost.               

  Coal Depletion. In general, we are entitled to depletion deductions with
respect to coal mined from the underlying mineral property. We are generally    
entitled to the greater of cost depletion limited to the basis of our property  
or percentage depletion based on the gross income of our property. The          
percentage depletion rate for coal is 10%. In general, depletion deductions we  
claim will reduce the tax basis of the mineral property. However, depletion     
deductions can exceed the total tax basis of the mineral property. The excess of
our percentage depletion deduction over the adjusted cost basis of the property 
at the end of the taxable year is subject to tax preference treatment in        
computing the alternative minimum tax. See "-- Tax Consequences of Unit         
Ownership -- Alternative Minimum Tax." Upon the disposition of the mineral      
property, a portion of the gain, if any, equal to the lesser of the deductions  
for depletion which reduce the adjusted tax basis of the mineral property plus  
deductible development and mining exploration expenses, or the amount of gain   
recognized upon the disposition, will be treated as ordinary income to us.      

A corporate partner's allocable share of the amount allowable as a    
percentage depletion deduction for any property will be reduced by 20% of the   
amount of the excess, if any, of that partner's allocable share                 

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of the amount of percentage depletion deductions for the taxable year over the  
adjusted tax basis of the mineral property as of the close of the taxable year. 

     Mining Exploration and Development Expenditures. We will elect to currently
deduct mining exploration expenditures that we pay or incur to determine the    
existence, location, extent or quality of coal deposits prior to the time the   
existence of coal in commercially marketable quantities has been disclosed.     

    Amounts we deduct for mine exploration expenditures must be recaptured and
included in our taxable income at the time a mine reaches the production stage, 
unless we elect to reduce future depletion deductions by the amount of the      
recapture. A mine reaches the producing stage when the major part of the coal   
production is obtained from working mines other than those opened for the       
purpose of development or the principal activity of the mine is the production  
of developed coal rather than the development of additional coal for mining.    
This recapture is accomplished through the disallowance of both cost and        
percentage depletion deductions on the particular mine reaching the producing   
stage. This disallowance of depletion deductions continues until the amount of  
adjusted exploration expenditures with respect to the mine have been fully      
recaptured. This recapture is not applied to the full amount of the previously  
deducted exploration expenditures. Instead, these expenditures are reduced by   
the amount of percentage depletion, if any, that was lost as a result of        
deducting these exploration expenditures.                                       

We will also generally deduct currently mine development expenditures 
incurred in making coal accessible for extraction, after the exploration process
has disclosed the existence of coal in commercially marketable quantities. To   
increase the allowable percentage depletion deduction for a mine or mines, we   
may however, elect to defer mine development expenses and deduct them on a      
ratable basis as the coal benefitted by the expenses is sold. This election can 
be made on a mine-by-mine and year-by-year basis.                               

   Mine exploration and development expenditures are subject to recapture as
ordinary income to the extent of any gain upon a sale or other disposition of   
our property or of your common units. See "-- Disposition of Common Units."     
Corporate unitholders are subject to an additional rule that requires them to   
capitalize a portion of their otherwise deductible mine exploration and         
development expenditures. Corporate unitholders, other than some S corporations,
are required to reduce their otherwise deductible exploration expenditures by   
30%. These capitalized mine exploration and development expenditures must be    
amortized over a 60 month period, beginning in the month paid or incurred, using
a straight-line method and may not be treated as part of the basis of the       
property for purposes of computing depletion.                                   

When computing the alternative minimum tax, mine exploration and      
development expenditures are capitalized and deducted over a ten year period.   
Unitholders may avoid this alternative minimum tax adjustment of their mine     
exploration and development expenditures by electing to capitalize all or part  
of the expenditures and deducting them over ten years for regular income tax    
purposes. You may select the specific amount of these expenditures for which you
wish to make this election.                                                     

     Sales of Coal Reserves. If we sell or otherwise dispose of coal reserves in
a taxable transaction, we will recognize gain or loss measured by the difference
between the amount realized, including the amount of any indebtedness assumed by
the purchaser upon the disposition or to which the property is subject, and the 
adjusted tax basis of the property. Generally, the character of any gain or loss
we recognize upon that disposition will depend upon whether we held the         
reserves:                                                                       

          (i) for sale to customers in the ordinary course of business, i.e., we
are a "dealer" with respect to the property;                          

       (ii) for "use in a trade or business" within the meaning of Section
1231 of the Internal Revenue Code; or                                 

        (iii) as a "capital asset" within the meaning of Section 1221 of the
Internal Revenue Code.                                                

   In determining dealer status with respect to real estate, the courts have
identified a number of factors for distinguishing between a particular property 
held for sale in the ordinary course of business and one                        

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held for investment. Any determination must be based on all the facts and       
circumstances surrounding the particular property and sale in question.         

  We intend to hold coal reserves primarily for use in a trade or business
and for the purpose of achieving long-term capital appreciation. Although the   
managing general partner may consider strategic sales of coal reserves          
consistent with achieving long-term capital appreciation, the managing general  
partner does not anticipate frequent sales. Thus, the managing general partner  
does not believe we will be viewed as a dealer. However, in light of the factual
nature of this question, we cannot assure you that we will not be viewed by the 
IRS as a "dealer" in coal reserves.                                             

     If we are not a dealer with respect to particular coal reserves and we have
held the coal reserves for a one-year period primarily for use in a trade or    
business, the character of any gain or loss realized from the disposition of the
coal reserves will be determined under Section 1231 of the Internal Revenue     
Code. Net Section 1231 gains are generally treated as long-term capital gain. If
we have not held the coal reserves for more than one year at the time of sale,  
gain or loss from the sale will be ordinary.                                    

If we are not a dealer with respect to the coal reserves, and the coal
reserves are not used in a trade or business, those coal reserves will be a     
"capital asset" within the meaning of Section 1221 of the Internal Revenue Code.
We will recognize gain or loss from the disposition of those coal reserves which
will be taxable as capital gain or loss, and the character of this capital gain 
or loss as long-term or short-term will be based upon our holding period in this
property at the time of its sale.                                               

  Since amounts we realize upon the sale, exchange or other disposition of
coal reserves may be used to reduce any liability to which the coal reserves are
subject, it is possible, although not anticipated, that our gain on the sale of 
these reserves would exceed the distributive proceeds of the sale, and a        
unitholder's income taxes payable on the sale could exceed his distributive     
share of these proceeds.                                                        

     Uniformity of Units. Because we cannot match transferors and transferees of
units, uniformity of the economic and tax characteristics of the units to a     
purchaser of these units must be maintained. In the absence of uniformity,      
compliance with a number of federal income tax requirements, both statutory and 
regulatory, could be substantially diminished. A lack of uniformity can result  
from a literal application of Treasury Regulation Section 1.167(c)-1(a)(6) and  
Proposed Treasury Regulation Section 1.197-2(g)(3). Any non-uniformity could    
have a negative impact on the value of the units. See "-- Tax Consequences of   
Unit Ownership -- Section 754 Election."                                        

We intend to depreciate the portion of a Section 743(b) adjustment    
attributable to unrealized appreciation in the value of contributed property or 
adjusted property, to the extent of any unamortized Book-Tax Disparity, using a 
rate of depreciation or amortization derived from the depreciation or           
amortization method and useful life applied to the common basis of that         
property, or treat that portion as nonamortizable, to the extent attributable to
property the common basis of which is not amortizable, consistent with the      
proposed regulations under Section 743, but despite its inconsistency with      
Treasury Regulation Section 1.167(c)-1(a)(6) and Proposed Treasury Regulation   
Section 1.197-2(g)(3), neither of which is expected to directly apply to a      
material portion of our assets. See "-- Tax Consequences of Unit                
Ownership -- Section 754 Election." To the extent that the Section 743(b)       
adjustment is attributable to appreciation in value in excess of the unamortized
Book-Tax Disparity, we will apply the rules described in the Treasury           
Regulations and legislative history. If we determine that this type of position 
cannot reasonably be taken, we may adopt a depreciation and amortization        
convention under which all purchasers acquiring units in the same month would   
receive depreciation and amortization deductions, whether attributable to a     
common basis or Section 743(b) adjustment, based upon the same applicable rate  
as if they had purchased a direct interest in our property. If this kind of an  
aggregate approach is adopted, it may result in lower annual depreciation and   
amortization deductions than would otherwise be allowable to some unitholders   
and risk the loss of depreciation and amortization deductions not taken in the  
year that these deductions are otherwise allowable. This convention will not be 
adopted if we determine that the loss of depreciation and amortization          
deductions will have a material adverse effect on the unitholders. If we choose 
not to utilize this aggregate method, we may use any other reasonable           
depreciation and amortization convention to preserve the uniformity of the      
intrinsic tax characteristics of any units that                                 
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would not have a material adverse effect on the unitholders. The IRS may        
challenge any method of depreciating the Section 743(b) adjustment described in 
this paragraph. If this type of challenge were sustained, the uniformity of     
units might be affected, and the gain from the sale of units might be increased 
without the benefit of additional deductions. See "-- Disposition of Common     
Units -- Recognition of Gain or Loss."                                          

Valuation and Tax Basis of Our Properties. The federal income tax     
consequences of the ownership and disposition of units will depend in part on   
our estimates of the relative fair market values, and determinations of the     
initial tax bases, of our assets. Although we may from time to time consult with
professional appraisers regarding valuation matters, we will make many of the   
relative fair market value estimates ourselves. These estimates and             
determinations of basis are subject to challenge and will not be binding on the 
IRS or the courts. If the estimates of fair market value or determinations of   
basis are later found to be incorrect, the character and amount of items of     
income, gain, loss or deductions previously reported by unitholders might       
change, and unitholders might be required to adjust their tax liability for     
prior years.                                                                    

DISPOSITION OF COMMON UNITS                                                     

   Recognition of Gain or Loss. Gain or loss will be recognized on a sale of
units equal to the difference between the amount realized and the unitholder's  
tax basis for the units sold. A unitholder's amount realized will be measured by
the sum of the cash or the fair market value of other property received plus his
or her share of our nonrecourse liabilities. Because the amount realized        
includes a unitholder's share of our nonrecourse liabilities, the gain          
recognized on the sale of units could result in a tax liability in excess of any
cash received from the sale.                                                    

    Prior distributions from us in excess of cumulative net taxable income for
a common unit that decreased a unitholder's tax basis in that common unit will, 
in effect, become taxable income if the common unit is sold at a price greater  
than the unitholder's tax basis in that common unit, even if the price is less  
than his or her original cost.                                                  

Should the IRS successfully contest our convention to amortize only a 
portion of the Section 743(b) adjustment, described under "-- Tax Consequences  
of Unit Ownership -- Section 754 Election," attributable to an amortizable      
Section 197 intangible after a sale by the special general partner of units, a  
unitholder could realize additional gain from the sale of units than had our    
convention been respected. In that case, the unitholder may have been entitled  
to additional deductions against income in prior years but may be unable to     
claim them, with the result to him or her of greater overall taxable income than
appropriate. Counsel is unable to opine as to the validity of the convention but
believes a contest by the IRS is unlikely because a successful contest could    
result in substantial additional deductions to other unitholders.               

    Except as noted below, gain or loss recognized by a unitholder, other than
a "dealer" in units, on the sale or exchange of a unit held for more than one   
year will generally be taxable as capital gain or loss. Capital gain recognized 
by an individual on the sale of units held more than 12 months will generally be
taxed a maximum rate of 20%. A portion of this gain or loss, which will likely  
be substantial, however, will be separately computed and taxed as ordinary      
income or loss under Section 751 of the Internal Revenue Code to the extent     
attributable to assets giving rise to depreciation recapture or other           
"unrealized receivables" or to "inventory items" owned by us. The term          
"unrealized receivables" includes potential recapture items, including          
depreciation recapture. Ordinary income attributable to unrealized receivables, 
inventory items and depreciation recapture may exceed net taxable gain realized 
upon the sale of the unit and may be recognized even if there is a net taxable  
loss realized on the sale of the unit. Deductions for mine exploration and      
development expenditures are also subject to recapture as ordinary income to the
extent of any gain recognized on the sale or disposition of units. Thus, a      
unitholder may recognize both ordinary income and a capital loss upon a         
disposition of units. Net capital loss may offset no more than $3,000 of        
ordinary income in the case of individuals and may only be used to offset       
capital gain in the case of corporations.                                       

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     The IRS has ruled that a partner who acquires interests in a partnership in
separate transactions must combine those interests and maintain a single        
adjusted tax basis. Upon a sale or other disposition of less than all of those  
interests, a portion of that tax basis must be allocated to the interests sold  
using an "equitable apportionment" method. The ruling is unclear as to how the  
holding period of these interests is determined once they are combined. If this 
ruling is applicable to the holders of common units, a common unitholder will be
unable to select high or low basis common units to sell as would be the case    
with corporate stock. It is not clear whether the ruling applies to us, because,
similar to corporate stock, interests in us are evidenced by separate           
certificates. Accordingly, counsel is unable to opine as to the effect this     
ruling will have on the unitholders. A unitholder considering the purchase of   
additional units or a sale of common units purchased in separate transactions   
should consult his or her tax advisor as to the possible consequences of this   
ruling.                                                                         

 Specific provisions of the Internal Revenue Code affect the taxation of
some financial products and securities, including partnership interests, by     
treating a taxpayer as having sold an "appreciated" partnership interest, one in
which gain would be recognized if it were sold, assigned or terminated at its   
fair market value, if the taxpayer or related persons enter(s) into:            

(1) a short sale;                                           

(2) an offsetting notional principal contract; or           

     (3) a futures or forward contract with respect to the partnership
interest or substantially identical property.                         

Moreover, if a taxpayer has previously entered into a short sale, an  
offsetting notional principal contract or a futures or forward contract with    
respect to the partnership interest, the taxpayer will be treated as having sold
that position if the taxpayer or a related person then acquires the partnership 
interest or substantially identical property. The Secretary of Treasury is also 
authorized to issue regulations that treat a taxpayer that enters into          
transactions or positions that have substantially the same effect as the        
preceding transactions as having constructively sold the financial position.    

  Allocations Between Transferors and Transferees. In general, our taxable
income and losses will be determined annually, will be prorated on a monthly    
basis and will be subsequently apportioned among the unitholders in proportion  
to the number of units owned by each of them as of the opening of the NYSE on   
the first business day of the month (the "Allocation Date"). However, gain or   
loss realized on a sale or other disposition of our assets other than in the    
ordinary course of business will be allocated among the unitholders on the      
Allocation Date in the month in which that gain or loss is recognized. As a     
result, a unitholder transferring units in the open market may be allocated     
income, gain, loss and deduction accrued after the date of transfer.            

The use of this method may not be permitted under existing Treasury   
Regulations. Accordingly, counsel is unable to opine on the validity of this    
method of allocating income and deductions between the transferors and the      
transferees of units. If this method is not allowed under the Treasury          
Regulations, or only applies to transfers of less than all of the unitholder's  
interest, our taxable income or losses might be reallocated among the           
unitholders. We are authorized to revise our method of allocation between       
transferors and transferees, as well as among partners whose interests otherwise
vary during a taxable period, to conform to a method permitted under future     
Treasury Regulations.                                                           

   A unitholder who owns units at any time during a quarter and who disposes
of these units prior to the record date set for a cash distribution for that    
quarter will be allocated items of our income, gain, loss and deductions        
attributable to that quarter but will not be entitled to receive that cash      
distribution.                                                                   

 Notification Requirements. A unitholder who sells or exchanges units is
required to notify us in writing of that sale or exchange within 30 days after  
the sale or exchange and in any event by no later than January 15 of the year   
following the calendar year in which the sale or exchange occurred. We are      
required to notify the IRS of that transaction and to furnish specified         
information to the transferor and transferee. However, these reporting          
requirements do not apply to a sale by an individual who is a citizen           
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of the United States and who effects the sale or exchange through a broker.     
Additionally, a transferor and a transferee of a unit will be required to       
furnish statements to the IRS, filed with their income tax returns for the      
taxable year in which the sale or exchange occurred, that describe the amount of
the consideration received for the unit that is allocated to our goodwill or    
going concern value. Failure to satisfy these reporting obligations may lead to 
the imposition of substantial penalties.                                        

Constructive Termination. Alliance Resource Partners, the intermediate
partnership and the operating subsidiary will be considered to have been        
terminated for tax purposes if there is a sale or exchange of 50% or more of the
total interests in our capital and profits within a 12-month period. If we elect
to be treated as a large partnership, which we do not currently intend to do, we
will not terminate by reason of the sale or exchange of interests in us. A      
termination of Alliance Resource Partners will cause a termination of the       
intermediate partnership and the operating subsidiary. A termination of us will 
result in the closing of our taxable year for all unitholders. In the case of a 
unitholder reporting on a taxable year other than a fiscal year ending December 
31, the closing of our taxable year may result in more than 12 months' of our   
taxable income or loss being includable in his or her taxable income for the    
year of termination. New tax elections required to be made by us, including a   
new election under Section 754 of the Internal Revenue Code, must be made after 
a termination, and a termination would result in a deferral of our deductions   
for depreciation. A termination could also result in penalties if we were unable
to determine that the termination had occurred. Moreover, a termination might   
either accelerate the application of, or subject us to, any tax legislation     
enacted before the termination.                                                 

TAX-EXEMPT ORGANIZATIONS AND OTHER INVESTORS                                    

Ownership of units by employee benefit plans, other tax-exempt        
organizations, nonresident aliens, foreign corporations, other foreign persons  
and regulated investment companies raises issues unique to those investors and, 
as described below, may have substantially adverse tax consequences. Employee   
benefit plans and most other organizations exempt from federal income tax,      
including individual retirement accounts and other retirement plans, are subject
to federal income tax on unrelated business taxable income. Virtually all of our
income allocated to a unitholder which is a tax-exempt organization will be     
unrelated business taxable income and will be taxable to the unitholder.        

   A regulated investment company or "mutual fund" is required to derive 90%
or more of its gross income from interest, dividends and gains from the sale of 
stocks or securities or foreign currency or specified related sources. It is not
anticipated that any significant amount of our gross income will include that   
type of income.                                                                 

  Non-resident aliens and foreign corporations, trusts or estates that own
units will be considered to be engaged in business in the United States on      
account of ownership of units. As a consequence they will be required to file   
federal tax returns for their share of our income, gain, loss or deduction and  
pay federal income tax at regular rates on any net income or gain. Generally, a 
partnership is required to pay a withholding tax on the portion of the          
partnership's income that is effectively connected with the conduct of a United 
States trade or business and which is allocable to the foreign partners,        
regardless of whether any actual distributions have been made to these partners.
However, under rules applicable to publicly traded partnerships, we will        
withhold (currently at the rate of 39.6%) on actual cash distributions made     
quarterly to foreign unitholders. Each foreign unitholder must obtain a taxpayer
identification number from the IRS and submit that number to our transfer agent 
on a Form W-8 in order to obtain credit for the taxes withheld. A change in     
applicable law may require us to change these procedures.                       

     Because a foreign corporation that owns units will be treated as engaged in
a United States trade or business, that a corporation may be subject to United  
States branch profits tax a rate of 30%, in addition to regular federal income  
tax, on its share of our income and gain, as adjusted for changes in the foreign
corporation's "U.S. net equity," which are effectively connected with the       
conduct of a United States trade or business. That tax may be reduced or        
eliminated by an income tax treaty between the United States and the country in 
which the foreign corporate unitholder is a "qualified resident." In addition,  
this type of                                                                    

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unitholder is subject to special information reporting requirements under       
Section 6038C of the Internal Revenue Code.                                     

Under a ruling of the IRS, a foreign unitholder who sells or otherwise
disposes of a unit will be subject to federal income tax on gain realized on the
disposition of that unit to the extent that this gain is effectively connected  
with a United States trade or business of the foreign unitholder. Apart from the
ruling, a foreign unitholder will not be taxed or subject to withholding upon   
the disposition of a unit if he has owned less than 5% in value of the units    
during the five-year period ending on the date of the disposition and if the    
units are regularly traded on an established securities market at the time of   
the disposition.                                                                

ADMINISTRATIVE MATTERS                                                          

Information Returns and Audit Procedures. We intend to furnish to each
unitholder, within 90 days after the close of each calendar year, specific tax  
information, including a Schedule K-1, which describes each unitholder's share  
of our income, gain, loss and deduction for our preceding taxable year. In      
preparing this information, which will generally not be reviewed by counsel, we 
will use various accounting and reporting conventions, some of which have been  
mentioned earlier, to determine the unitholder's share of income, gain, loss and
deduction. We cannot assure you that any of those conventions will yield a      
result that conforms to the requirements of the Internal Revenue Code,          
regulations or administrative interpretations of the IRS. Neither we nor counsel
can assure prospective unitholders that the IRS will not successfully contend in
court that those accounting and reporting conventions are impermissible. Any    
challenge by the IRS could negatively affect the value of the units.            

   The IRS may audit our federal income tax information returns. Adjustments
resulting from any audit of this kind may require each unitholder to adjust a   
prior year's tax liability, and possibly may result in an audit of that         
unitholder's own return. Any audit of a unitholder's return could result in     
adjustments not related to our returns as well as those related to our returns. 

 Partnerships generally are treated as separate entities for purposes of
federal tax audits, judicial review of administrative adjustments by the IRS and
tax settlement proceedings. The tax treatment of partnership items of income,   
gain, loss and deduction are determined in a partnership proceeding rather than 
in separate proceedings with the partners. The Internal Revenue Code provides   
for one partner to be designated as the "Tax Matters Partner" for these         
purposes. The partnership agreement appoints the managing general partner as the
Tax Matters Partner of Alliance Resource Partners.                              

The Tax Matters Partner will make some elections on our behalf and on 
behalf of unitholders. In addition, the Tax Matters Partner can extend the      
statute of limitations for assessment of tax deficiencies against unitholders   
for items in our returns. The Tax Matters Partner may bind a unitholder with    
less than a 1% profits interest in us to a settlement with the IRS unless that  
unitholder elects, by filing a statement with the IRS, not to give that         
authority to the Tax Matters Partner. The Tax Matters Partner may seek judicial 
review, by which all the unitholders are bound, of a final partnership          
administrative adjustment and, if the Tax Matters Partner fails to seek judicial
review, judicial review may be sought by any unitholder having at least a 1%    
interest in profits or by any group of unitholders having in the aggregate at   
least a 5% interest in profits. However, only one action for judicial review    
will go forward, and each unitholder with an interest in the outcome may        
participate. However, if we elect to be treated as a large partnership, a       
unitholder will not have the right to participate in settlement conferences with
the IRS or to seek a refund.                                                    

   A unitholder must file a statement with the IRS identifying the treatment
of any item on his federal income tax return that is not consistent with the    
treatment of the item on our return. Intentional or negligent disregard of the  
consistency requirement may subject a unitholder to substantial penalties.      
However, if we elect to be treated as a large partnership, the unitholders would
be required to treat all partnership items in a manner consistent with our      
return.                                                                         

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   If we elect to be treated as a large partnership, each partner would take
into account separately his share of the following items, determined at the     
partnership level:                                                              

       (1) taxable income or loss from passive loss limitation activities;

         (2) taxable income or loss from other activities (including portfolio
income or loss);                                                      

 (3) net capital gains to the extent allocable to passive loss
limitation activities and other activities;                           

(4) tax exempt interest;                                    

        (5) a net alternative minimum tax adjustment separately computed for
passive loss limitation activities and other activities;              

(6) general credits;                                        

(7) low-income housing credit;                              

(8) rehabilitation credit;                                  

(9) foreign income taxes;                                   

     (10) credit for producing fuel from a nonconventional source; and

     (11) any other items the Secretary of Treasury deems appropriate.

Moreover, miscellaneous itemized deductions would not be passed through to the  
partners and 30% of those deductions would be used at the partnership level.    

A number of other changes have been made to the tax compliance and    
administrative rules relating to electing large partnerships. Adjustments       
relating to partnership items for a previous taxable year are generally taken   
into account by those persons who were partners in the previous taxable year.   
Each partner in an electing large partnership, however, must take into account  
his share of any adjustments to partnership items in the year that adjustments  
are made. Alternatively, an electing large partnership could elect to or, in    
some circumstances could be required to, directly pay the tax resulting from any
adjustments of this kind. In either case, therefore, unitholders could bear     
significant costs associated with tax adjustments relating to periods predating 
their acquisition of units. It is not expected that we will elect to have the   
large partnership provisions apply to us because of the cost of their           
application.                                                                    

Nominee Reporting. Persons who hold an interest in Alliance Resource  
Partners as a nominee for another person are required to furnish to us:         

   (a) the name, address and taxpayer identification number of the
beneficial owner and the nominee;                                     

(b) whether the beneficial owner is                         

(1) a person that is not a United States person,      

        (2) a foreign government, an international organization or any
     wholly owned agency or instrumentality of either of the foregoing, or

(3) a tax-exempt entity;                              

         (c) the amount and description of units held, acquired or transferred
for the beneficial owner; and                                         

    (d) specific information including the dates of acquisitions and
  transfers, means of acquisitions and transfers, and acquisition cost for
purchases, as well as the amount of net proceeds from sales.          

Brokers and financial institutions are required to furnish additional 
information, including whether they are United States persons and specific      
information on units they acquire, hold or transfer for their                   
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own account. A penalty of $50 per failure, up to a maximum of $100,000 per      
calendar year, is imposed by the Internal Revenue Code for failure to report    
that information to us. The nominee is required to supply the beneficial owner  
of the units with the information furnished to us.                              

     Registration as a Tax Shelter. The Internal Revenue Code requires that "tax
shelters" be registered with the Secretary of the Treasury. The temporary       
Treasury Regulations interpreting the tax shelter registration provisions of the
Internal Revenue Code are extremely broad. It is arguable that we are not       
subject to the registration requirement on the basis that we will not constitute
a tax shelter. However, the managing general partner, as the principal organizer
of us, has applied to register us as a tax shelter with the Secretary of        
Treasury in the absence of assurance that we will not be subject to tax shelter 
registration and in light of the substantial penalties which might be imposed if
registration is required and not undertaken.                                    

   ISSUANCE OF THIS REGISTRATION NUMBER DOES NOT INDICATE THAT INVESTMENT IN
US OR THE CLAIMED TAX BENEFITS HAVE BEEN REVIEWED, EXAMINED OR APPROVED BY THE  
IRS.                                                                            

We will furnish the registration number to the unitholders, and a     
unitholder who sells or otherwise transfers a unit in a later transaction must  
furnish the registration number to the transferee. The penalty for failure of   
the transferor of a unit to furnish the registration number to the transferee is
$100 for each failure. The unitholders must disclose our tax shelter            
registration number on Form 8271 to be attached to the tax return on which any  
deduction, loss or other benefit generated by us is claimed or on which any of  
our income is included. A unitholder who fails to disclose the tax shelter      
registration number on his or her return, without reasonable cause for that     
failure, will be subject to a $250 penalty for each failure. Any penalties      
discussed are not deductible for federal income tax purposes.                   

     Accuracy-related Penalties. An additional tax equal to 20% of the amount of
any portion of an underpayment of tax that is attributable to one or more       
specified causes, including negligence or disregard of rules or regulations,    
substantial understatements of income tax and substantial valuation             
misstatements, is imposed by the Internal Revenue Code. No penalty will be      
imposed, however, for any portion of an underpayment if it is shown that there  
was a reasonable cause for that portion and that the taxpayer acted in good     
faith regarding that portion.                                                   

  A substantial understatement of income tax in any taxable year exists if
the amount of the understatement exceeds the greater of 10% of the tax required 
to be shown on the return for the taxable year or $5,000 ($10,000 for most      
corporations). The amount of any understatement subject to penalty generally is 
reduced if any portion is attributable to a position adopted on the return:     

(1) for which there is, or was, "substantial authority"; or 

          (2) as to which there is a reasonable basis and the pertinent facts of
that position are disclosed on the return.                            

   More stringent rules apply to "tax shelters," a term that in this context
does not appear to include us. If any item of income, gain, loss or deduction   
included in the distributive shares of unitholders might result in that kind of 
an "understatement" of income for which no "substantial authority" exists, we   
must disclose the pertinent facts on our return. In addition, we will make a    
reasonable effort to furnish sufficient information for unitholders to make     
adequate disclosure on their returns to avoid liability for this penalty.       

   A substantial valuation misstatement exists if the value of any property,
or the adjusted basis of any property, claimed on a tax return is 200% or more  
of the amount determined to be the correct amount of the valuation or adjusted  
basis. No penalty is imposed unless the portion of the underpayment attributable
to a substantial valuation misstatement exceeds $5,000 ($10,000 for most        
corporations). If the valuation claimed on a return is 400% or more than the    
correct valuation, the penalty imposed increases to 40%.                        

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STATE, LOCAL AND OTHER TAX CONSIDERATIONS                                       

  In addition to federal income taxes, you will be subject to other taxes,
including state and local income taxes, unincorporated business taxes, and      
estate, inheritance or intangible taxes that may be imposed by the various      
jurisdictions in which we do business or own property. Although an analysis of  
those various taxes is not presented here, each prospective unitholder should   
consider their potential impact on his or her investment in us. We will         
initially own property or do business in Illinois, Indiana, Kentucky, Maryland, 
Oklahoma and West Virginia. Each of these states currently imposes a personal   
income tax. A unitholder will be required to file state income tax returns and  
to pay state income taxes in some or all of these states in which we do business
or own property and may be subject to penalties for failure to comply with those
requirements. In some states, tax losses may not produce a tax benefit in the   
year incurred and also may not be available to offset income in subsequent      
taxable years. Some of the states may require us, or we may elect, to withhold a
percentage of income from amounts to be distributed to a unitholder who is not a
resident of the state. Specifically, Indiana requires us to withhold Indiana    
income taxes on a nonresident's distributive share of our income. Kentucky has  
proposed withholding amendments to its statutes but these proposals have not    
been enacted. Withholding, the amount of which may be greater or less than a    
particular unitholder's income tax liability to the state, generally does not   
relieve a nonresident unitholder from the obligation to file an income tax      
return. Amounts withheld may be treated as if distributed to unitholders for    
purposes of determining the amounts distributed by us. See "-- Tax Consequences 
of Unit Ownership -- Entity-Level Collections." Based on current law and our    
estimate of our future operations, the managing general partner anticipates that
any amounts required to be withheld will not be material. We may also own       
property or do business in other states in the future.                          

  IT IS THE RESPONSIBILITY OF EACH UNITHOLDER TO INVESTIGATE THE LEGAL AND
TAX CONSEQUENCES, UNDER THE LAWS OF PERTINENT STATES AND LOCALITIES, OF HIS OR  
HER INVESTMENT IN US. ACCORDINGLY, EACH PROSPECTIVE UNITHOLDER SHOULD CONSULT,  
AND MUST DEPEND UPON, HIS OR HER OWN TAX COUNSEL OR OTHER ADVISOR WITH REGARD TO
THOSE MATTERS. FURTHER, IT IS THE RESPONSIBILITY OF EACH UNITHOLDER TO FILE ALL 
STATE AND LOCAL, AS WELL AS UNITED STATES FEDERAL TAX RETURNS THAT MAY BE       
REQUIRED OF HIM OR HER. COUNSEL HAS NOT RENDERED AN OPINION ON THE STATE OR     
LOCAL TAX CONSEQUENCES OF AN INVESTMENT IN US.                                  

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INVESTMENT IN ALLIANCE RESOURCE PARTNERS BY EMPLOYEE BENEFIT PLANS

    An investment in Alliance Resource Partners by an employee benefit plan is
subject to additional considerations because the investments of these plans are 
subject to the fiduciary responsibility and prohibited transaction provisions of
ERISA, and restrictions imposed by Section 4975 of the Internal Revenue Code.   
For these purposes the term "employee benefit plan" includes, but is not limited
to, qualified pension, profit-sharing and stock bonus plans, Keogh plans,       
simplified employee pension plans and tax deferred annuities or IRAs established
or maintained by an employer or employee organization. Among other things,      
consideration should be given to:                                               

       (a) whether the investment is prudent under Section 404(a)(1)(B) of
ERISA;                                                                

    (b) whether in making the investment, that plan will satisfy the
diversification requirements of Section 404(a)(1)(C) of ERISA; and    

      (c) whether the investment will result in recognition of unrelated
 business taxable income by the plan and, if so, the potential after-tax
investment return.                                                    

The person with investment discretion with respect to the assets of an
employee benefit plan, often called a fiduciary, should determine whether an    
investment in Alliance Resource Partners is authorized by the appropriate       
governing instrument and is a proper investment for the plan.                   

Section 406 of ERISA and Section 4975 of the Internal Revenue Code    
prohibits employee benefit plans, and also IRAs that are not considered part of 
an employee benefit plan, from engaging in specified transactions involving     
"plan assets" with parties that are "parties in interest" under ERISA or        
"disqualified persons" under the Internal Revenue Code with respect to the plan.

In addition to considering whether the purchase of common units is a  
prohibited transaction, a fiduciary of an employee benefit plan should consider 
whether the plan will, by investing in Alliance Resource Partners, be deemed to 
own an undivided interest in the assets of Alliance Resource Partners, with the 
result that the general partners also would be fiduciaries of the plan and the  
operations of Alliance Resource Partners would be subject to the regulatory     
restrictions of ERISA, including its prohibited transaction rules, as well as   
the prohibited transaction rules of the Internal Revenue Code.                  

The Department of Labor regulations provide guidance with respect to  
whether the assets of an entity in which employee benefit plans acquire equity  
interests would be deemed "plan assets" under some circumstances. Under these   
regulations, an entity's assets would not be considered to be "plan assets" if, 
among other things,                                                             

   (a) the equity interests acquired by employee benefit plans are
   publicly offered securities -- i.e., the equity interests are widely held
   by 100 or more investors independent of the issuer and each other, freely
     transferable and registered under some provisions of the federal securities
laws,                                                                 

     (b) the entity is an "operating company,"-- i.e., it is primarily
  engaged in the production or sale of a product or service other than the
investment of capital either directly or through a majority-owned     
subsidiary or subsidiaries, or                                        

     (c) there is no significant investment by benefit plan investors,
   which is defined to mean that less than 25% of the value of each class of
    equity interest, disregarding some interests held by the general partners,
   their affiliates, and some other persons, is held by the employee benefit
    plans referred to above, IRAs and other employee benefit plans not subject
to ERISA, including governmental plans.                               

   Alliance Resource Partners' assets should not be considered "plan assets"
under these regulations because it is expected that the investment will satisfy 
the requirements in (a) above.                                                  

  Plan fiduciaries contemplating a purchase of common units should consult
with their own counsel regarding the consequences under ERISA and the Internal  
Revenue Code in light of the serious penalties imposed on persons who engage in 
prohibited transactions or other violations.                                    

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UNDERWRITING

  Subject to the terms and conditions stated in the underwriting agreement
dated the date hereof, each of the underwriters named below have severally      
agreed to purchase, and Alliance Resource Partners has agreed to sell to the    
underwriters, the number of common units set forth opposite the name of the     
underwriters.                                                                   

                                                                [Download Table]

                                                                NUMBER OF  
NAME                                                           COMMON UNITS
----                                                           ------------
                                                                           
Salomon Smith Barney Inc....................................               
Morgan Stanley & Co. Incorporated...........................               
A.G. Edwards & Sons, Inc....................................               
Lehman Brothers Inc.........................................               
                                                                ---------  
     Total..................................................    8,969,335  
                                                                =========  

 The underwriting agreement provides that the obligations of the several
underwriters to purchase the common units included in this offering are subject 
to approval of legal matters by counsel and to other conditions. The            
underwriters are obligated to purchase all the common units (other than those   
covered by the over-allotment option described below) if they purchase any of   
the common units.                                                               

    The underwriters, for whom Salomon Smith Barney Inc., Morgan Stanley & Co.
Incorporated, A.G. Edwards & Sons, Inc. and Lehman Brothers Inc. are acting as  
representatives, propose to offer some of the common units directly to the      
public at the public offering price set forth on the cover page of this         
prospectus and some of the common units to dealers at the public offering price 
less a concession not in excess of $     per common unit. The underwriters may  
allow, and the dealers may reallow, a concession not in excess of $     per     
common unit on sales to other dealers. If all of the common units are not sold  
at the initial offering price, the representatives may change the public        
offering price and the other selling terms. The representatives have advised    
Alliance Resource Partners that the underwriters do not intend to confirm any   
sales to any accounts over which they exercise discretionary authority.         

Alliance Resource Partners has granted to the underwriters an option, 
exercisable for 30 days from the date of this prospectus, to purchase up to     
1,345,400 additional common units at the public offering price less the         
underwriting discount. The underwriters may exercise this option solely for the 
purpose of covering over-allotments, if any, in connection with this offering.  
To the extent the option is exercised, each underwriter will be obligated,      
subject to conditions, to purchase a number of additional common units          
approximately proportionate to the underwriter's initial purchase commitment.   

Alliance Resource Holdings, Alliance Resource Partners, various       
subsidiaries, the general partners and the officers and directors of the general
partners have agreed that, for a period of 180 days from the date of this       
prospectus, they will not, without the prior written consent of Salomon Smith   
Barney Inc., dispose of or hedge any common units or subordinated units of      
Alliance Resource Partners or any securities convertible into or exchangeable   
for, or that represent a right to receive, common units or subordinated units or
any securities that are senior to or on a parity with the common units or grant 
any options or warrants to purchase common units or subordinated units, other   
than pursuant to our long-term incentive plan or the redemption of the          
subordinated units in the event the over-allotment option is exercised.         

Prior to this offering, there has been no public market for the common
units. Consequently, the initial public offering price will be negotiated by the
managing general partner and the representatives. Among the factors to be       
considered in determining the initial public offering price of the common units,
in addition to prevailing market conditions, will be Alliance Resource Partners'
pro forma historical performance, estimates of the business potential and       
earnings prospects of Alliance Resource Partners, an assessment of Alliance     
Resource Partners' management and consideration of the above factors in relation
to market value of companies in related businesses.                             

  The common units have been approved for quotation on the Nasdaq National
Market under the symbol "ARLP."                                                 

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    The following table shows the underwriting discounts and commissions to be
paid to the underwriters by Alliance Resource Partners in connection with this  
offering. These amounts are shown assuming both no exercise and full exercise of
the underwriters' option to purchase additional shares of common units.         

                                                        [Enlarge/Download Table]

                                                          PAID BY ALLIANCE RESOURCE PARTNERS 
                                                          -----------------------------------
                                                           NO EXERCISE         FULL EXERCISE 
                                                          -------------       ---------------
                                                                                             
Per common unit..........................................    $                    $          
Total....................................................    $                    $          

  In connection with the offering, Salomon Smith Barney Inc., on behalf of
the underwriters, may purchase and sell shares of common units in the open      
market. These transactions may include over-allotment, syndicate covering       
transactions and stabilizing transactions. Over-allotment involves syndicate    
sales of common units in excess of the number of common units to be purchased by
the underwriters in the offering, which creates a syndicate short position.     
Syndicate covering transactions involve purchases of the common units in the    
open market after the distribution has been completed in order to cover         
syndicate short positions. Stabilizing transactions consist of bids or purchases
of common units made for the purpose of preventing or retarding a decline in the
market price of the common units while the offering is in progress.             

 The underwriters also may impose a penalty bid. Penalty bids permit the
underwriters to reclaim a selling concession from a syndicate member when       
Salomon Smith Barney Inc., in covering syndicate short positions or making      
stabilizing purchases, repurchases shares originally sold by that syndicate     
member.                                                                         

Any of these activities may cause the price of the common units to be 
higher than the price that otherwise would exist in the open market in the      
absence of these transactions. These transactions may be effected on the Nasdaq 
National Market or otherwise and, if commenced, may be discontinued at any time.

     Because the National Association for Securities Dealers, Inc., or the NASD,
views the common units offered hereby as an interest in a direct participation  
program, the offering is being made in compliance with Rule 2810 of the NASD's  
Conduct Rules. Investor suitability with respect to the common units should be  
judged similarly to the suitability with respect to other securities that are   
listed for trading on a national securities exchange.                           

Alliance Resource Holdings, Alliance Resource Partners, the general   
partners and various subsidiaries have agreed to indemnify the several          
underwriters against various liabilities, including liabilities under the       
Securities Act, or to contribute to payments the underwriters may be required to
make in respect of any of those liabilities.                                    

 Some of the underwriters engage in transactions with, and, from time to
time, have performed services for, the managing general partner and its         
subsidiaries in the ordinary course of business and have received customary fees
for performing these services. Salomon Smith Barney Inc. and Lehman Brothers    
Inc. are acting as placement agents in connection with the private placement of 
the senior notes for which they will receive customary compensation. Citicorp   
USA, Inc., an affiliate of Salomon Smith Barney, Inc., will be a lender under   
the senior credit facility to be entered into by the special general partner and
assumed by the intermediate partnership. In addition, Lehman Brothers Inc. has  
provided and will continue to provide general investment banking and financial  
advisory services to the managing general partner and its subsidiaries for which
it has received and will continue to receive customary compensation.            

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VALIDITY OF THE COMMON UNITS

    The validity of the common units will be passed upon for Alliance Resource
Partners by Andrews & Kurth L.L.P., Houston, Texas. Certain legal matters in    
connection with the common units offered hereby will be passed upon for the     
underwriters by Baker & Botts, L.L.P., Houston, Texas.                          

EXPERTS 

   The combined balance sheets of Alliance Resource Group as of December 31,
1997 and 1998 and the related combined statements of income and cash flows for  
the seven months ended July 31, 1996 (predecessor), the five months ended       
December 31, 1996 and the years ended December 31, 1997 and 1998 (successor) and
the balance sheet of Alliance Resource Partners, L.P. as of May 17, 1999 and the
balance sheet of Alliance Resource GP, LLC as of May 17, 1999 and the balance   
sheet of Alliance Resource Management GP, LLC as of July 19, 1999 included in   
this prospectus and in the Registration Statement filed with the Securities and 
Exchange Commission for the registration of common units representing limited   
partner interests offered hereby, have been audited by Deloitte & Touche LLP,   
independent auditors, as stated in their reports appearing in the Registration  
Statement, and have been so included in reliance upon the reports of such firm  
given upon their authority as experts in accounting and auditing.               

   The reserve report and estimates of our proven and probable coal reserves
included in this prospectus have, to the extent described in this prospectus,   
been prepared by us and audited by Weir International Mining Consultants. A     
summary of these estimates contained in the coal reserve audit summary report of
Weir International Mining Consultants has been included in this prospectus as   
Appendix E in reliance upon that firm as an experts with respect to the         
measurement of coal reserves.                                                   

WHERE YOU CAN FIND MORE INFORMATION 

    We have filed with the SEC a registration statement on Form S-1, regarding
the common units offered by this prospectus. This prospectus does not contain   
all of the information set forth in the registration statement. For further     
information with respect to Alliance Resource Partners and the common units     
offered hereby in this prospectus, you may desire to review the registration    
statement, including its exhibits and schedules. You may desire to review the   
full text of any contracts, agreements or other documents filed as exhibits to  
the registration statement for a more complete description of the matter        
involved. The registration statement, including the exhibits and schedules, may 
be inspected and copied at the public reference facilities maintained by the SEC
at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the  
regional offices of the Commission located at 7 World Trade Center, Suite 1300, 
New York, New York 10048 and 500 West Madison Street, Chicago, Illinois 60661.  
Copies of this material can also be obtained upon written request from the      
Public Reference Section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W., 
Washington, D.C. 20549, at prescribed rates or from the SEC's web site on the   
Internet at http://www.sec.gov. Please call the SEC at 1-800-SEC-0330 for       
further information on public reference rooms.                                  

As a result of the offering, we will file periodic reports and other  
information with the SEC. These reports and other information may be inspected  
and copied at the public reference facilities maintained by the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates or obtained from the  
SEC's web site on the Internet at http://www.sec.gov.                           

We intend to furnish our unitholders annual reports containing audited
financial statements and furnish or make available quarterly reports containing 
unaudited interim financial information for the first three fiscal quarters of  
each fiscal year of Alliance Resource Partners.                                 

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FORWARD-LOOKING STATEMENTS

Some of the information in this prospectus may contain forward-looking
statements. These statements can be identified by the use of forward-looking    
terminology including "may," "believe," "will," "expect," "anticipate,"         
"estimate," "continue" or other similar words. These statements discuss future  
expectations, contain projections of results of operations or of financial      
condition or state other "forward-looking" information. These forward-looking   
statements involve risks and uncertainties. When considering these              
forward-looking statements, you should keep in mind the risk factors and other  
cautionary statements in this prospectus. The risk factors and other factors    
noted throughout this prospectus could cause our actual results to differ       
materially from those contained in any forward-looking statement.               

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INDEX TO FINANCIAL STATEMENTS 

                                                                [Download Table]

                                                              PAGE
                                                              ----
                                                                  
ALLIANCE RESOURCE PARTNERS, L.P.                                  
  UNAUDITED PRO FORMA FINANCIAL STATEMENTS:                       
     Introduction...........................................  F-2 
     Unaudited Pro Forma Balance Sheet at March 31, 1999....  F-3 
     Unaudited Pro Forma Statement of Operations -- Year          
      Ended December 31, 1998...............................  F-4 
     Unaudited Pro Forma Statement of Operations -- Three         
      Months Ended March 31, 1999...........................  F-5 
     Notes to Unaudited Pro Forma Financial Statements......  F-6 
ALLIANCE RESOURCE GROUP                                           
  UNAUDITED COMBINED INTERIM FINANCIAL STATEMENTS:                
     Combined Balance Sheet at March 31, 1999...............  F-9 
     Combined Statements of Income for the Three Months           
      Ended March 31, 1998 and 1999.........................  F-10
     Combined Statements of Cash Flows for the Three Months       
      Ended March 31, 1998 and 1999.........................  F-11
     Notes to the Unaudited Combined Financial Statements...  F-12
ALLIANCE RESOURCE GROUP                                           
  AUDITED COMBINED FINANCIAL STATEMENTS:                          
     Independent Auditors' Report...........................  F-13
     Combined Balance Sheets at December 31, 1997 and             
      1998..................................................  F-14
     Combined Statements of Income for the Seven Months           
      Ended July 31, 1996 (predecessor), the Five Months          
      Ended December 31, 1996, and the Years Ended December       
      31, 1997 and 1998 (successor).........................  F-15
     Combined Statements of Cash Flows for the Seven Months       
      Ended July 31, 1996 (predecessor), the Five Months          
      Ended December 31, 1996, and the Years Ended December       
      31, 1997 and 1998 (successor).........................  F-16
     Notes to Combined Financial Statements.................  F-17
ALLIANCE RESOURCE MANAGEMENT GP, LLC                              
  AUDITED BALANCE SHEET:                                          
     Independent Auditors' Report...........................  F-28
     Balance Sheet at July 19, 1999.........................  F-29
     Note to Balance Sheet..................................  F-30
ALLIANCE RESOURCE GP, LLC                                         
  AUDITED BALANCE SHEET:                                          
     Independent Auditors' Report...........................  F-31
     Balance Sheet at May 17, 1999..........................  F-32
     Note to Balance Sheet..................................  F-33
ALLIANCE RESOURCE PARTNERS, L.P.                                  
  AUDITED BALANCE SHEET:                                          
     Independent Auditors' Report...........................  F-34
     Balance Sheet at May 17, 1999..........................  F-35
     Note to Balance Sheet..................................  F-36

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UNAUDITED PRO FORMA FINANCIAL STATEMENTS

Following are the unaudited pro forma financial statements of Alliance
Resource Partners, L.P. ("Alliance Resource Partners"), a newly formed limited  
partnership, as of March 31, 1999 and for the year ended December 31, 1998 and  
the three months ended March 31, 1999. The unaudited pro forma balance sheet    
assumes that the offering and the transactions occurred as of March 31, 1999,   
and the statements of operations assume the offering and transactions occurred  
on January 1, 1998. These transaction adjustments are presented in the notes to 
the unaudited pro forma financial statements. The unaudited pro forma financial 
statements and accompanying notes should be read together with the Financial    
Statements and related notes included elsewhere in this Prospectus.             

   Alliance Resource Partners believes that the accounting treatment used to
reflect these transactions provides a reasonable basis on which to present this 
unaudited pro forma financial data. The pro forma balance sheet and the pro     
forma statements of operations are unaudited and were derived by adjusting the  
historical financial statements of Alliance Resource Partners. Alliance Resource
Partners is providing unaudited pro forma financial statements for informational
purposes only. They should not be construed as indicative of Alliance Resource  
Partners' financial position or results of operations had the transactions been 
consummated on the dates assumed. Moreover, they do not project Alliance        
Resource Partners' financial position or results of operations for any future   
date or period.                                                                 

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ALLIANCE RESOURCE PARTNERS, L.P.

UNAUDITED PRO FORMA BALANCE SHEET 
MARCH 31, 1999
(DOLLARS IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                                        OFFERING AND               
                                                                        TRANSACTIONS     PRO FORMA 
                                                              ACTUAL    ADJUSTMENTS     AS ADJUSTED
                                                             --------   ------------    -----------
                                                ASSETS                                             
                                                                                                   
CURRENT ASSETS:                                                                                    
  Cash and cash equivalents.................................             $ 179,387(A)    $ 36,523  
                                                                           180,000(B)              
                                                                            48,619(C)              
                                                                           (48,619)(C)             
                                                                           (19,361)(D)             
                                                                          (309,753)(E)             
                                                                             6,250(E)              

  U.S. Treasury Notes.......................................                48,619(C)      48,619  
  Trade receivables......................................... $ 37,666      (37,666)(F)         --  
  Income tax receivable.....................................      508         (508)(F)         --  
  Inventories...............................................   22,322                      22,322  
  Advance royalties.........................................    2,499                       2,499  
  Prepaid expenses and other assets.........................      887                         887  
                                                             --------                    --------  
        Total current assets................................   63,882                     110,850  
                                                             --------                    --------  
PROPERTY, PLANT AND EQUIPMENT, AT COST......................  244,866                     244,866  
LESS - ACCUMULATED DEPRECIATION, DEPLETION AND                                                     
  AMORTIZATION..............................................  (77,354)                    (77,354) 
                                                             --------                    --------  
                                                              167,512                     167,512  
                                                             --------                    --------  
OTHER ASSETS:                                                                                      
  Advance royalties.........................................    8,375                       8,375  
  Deferred financing costs, net.............................        0        4,025(D)       4,025  
  Coal supply agreements, net...............................   23,163                      23,163  
  Other long-term assets....................................    1,866                       1,866  
                                                             --------                    --------  
                                                             $264,798                    $315,791  
                                                             ========                    ========  

LIABILITIES AND EQUITY                                                                             

CURRENT LIABILITIES:                                                                               
  Current maturities, long-term debt........................ $    350                    $    350  
  Accounts payable..........................................   24,094                      24,094  
  Accrued taxes other than income taxes.....................    5,018                       5,018  
  Accrued payroll and related expenses......................    9,970                       9,970  
  Workers' compensation and pneumoconiosis benefits.........    4,848                       4,848  
  Other current liabilities.................................    6,101                       6,101  
                                                             --------                    --------  
        Total current liabilities...........................   50,381                      50,381  
                                                             --------                    --------  
LONG-TERM LIABILITIES:                                                                             
  Long-term debt, excluding current maturities..............    1,727      180,000(B)     230,346  
                                                                            48,619(C)              
  Deferred income taxes.....................................    3,490       (3,490)(F)          0  
  Accrued pneumoconiosis benefits...........................   22,456                      22,456  
  Workers' compensation.....................................   13,480                      13,480  
  Reclamation and mine closing..............................   12,824                      12,824  
  Other liabilities.........................................    5,255                       5,255  
                                                             --------                    --------  
        Total liabilities...................................  109,613                     334,742  
                                                             --------                    --------  
EQUITY                                                                                             
  Net Parent Investment.....................................  155,185     (155,185)(G)         --  
  Common units (8,969,335 common units).....................       --      179,387(A)     164,051  
                                                                           (15,336)(D)             
  Subordinated units (6,413,075 subordinated units).........       --      147,943(G)     147,943  
  General partners interest.................................       --        7,242(G)    (330,945) 
                                                                          (309,753)(E)             
                                                                             6,250(E)              
                                                                           (34,684)(F)             
                                                             --------                    --------  
        Total equity (deficit)..............................  155,185                     (18,951) 
                                                             --------                    --------  
                                                             $264,798                    $315,791  
                                                             ========                    ========  

See Notes to Unaudited Pro Forma Financial Statements 

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ALLIANCE RESOURCE PARTNERS, L.P.

UNAUDITED PRO FORMA STATEMENT OF OPERATIONS 
YEAR ENDED DECEMBER 31, 1998
(DOLLARS IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                                  OFFERING AND                 
                                                                  TRANSACTIONS      PRO FORMA  
                                                        ACTUAL    ADJUSTMENTS      AS ADJUSTED 
                                                       --------   ------------     ----------- 
                                                                                               
SALES AND OPERATING REVENUES:                                                                  
  Coal sales.......................................... $357,440                    $   357,440 
  Other sales and operating revenues..................    4,453                          4,453 
                                                       --------                    ----------- 
          Total revenues..............................  361,893                        361,893 
                                                       --------                    ----------- 
EXPENSES:                                                                                      
  Operating expenses..................................  237,576                        237,576 
  Outside purchases...................................   51,151                         51,151 
  General and administrative..........................   15,301                         15,301 
  Depreciation, depletion and amortization............   39,838                         39,838 
  Interest expense....................................      169     $19,092(H,I)        19,261 
  Unusual item........................................    5,211                          5,211 
                                                       --------                    ----------- 
          Total operating expenses....................  349,246                        368,338 
                                                       --------                    ----------- 
INCOME (LOSS) FROM OPERATIONS.........................   12,647                         (6,445)
OTHER INCOME (EXPENSE)................................     (113)                          (113)
                                                       --------                    ----------- 
INCOME (LOSS) BEFORE INCOME TAXES.....................   12,534                         (6,558)
INCOME TAX EXPENSE....................................    3,866      (3,866)(J,K)           -- 
                                                       --------                    ----------- 
NET INCOME (LOSS)..................................... $  8,668                    $    (6,558)
                                                       ========                                
GENERAL PARTNER'S INTEREST IN NET INCOME (LOSS).......                                    (131)
                                                                                   ----------- 
LIMITED PARTNERS' INTEREST IN NET INCOME (LOSS).......                             $    (6,427)
                                                                                   =========== 
NET INCOME (LOSS) PER UNIT............................                             $     (0.42)
                                                                                   =========== 
WEIGHTED AVERAGE LIMITED PARTNERS' UNITS                                                       
  OUTSTANDING(L)......................................                              15,382,410 
                                                                                   =========== 

See Notes to Unaudited Pro Forma Financial Statements 

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ALLIANCE RESOURCE PARTNERS, L.P.

UNAUDITED PRO FORMA STATEMENT OF OPERATIONS 
THREE MONTHS ENDED MARCH 31, 1999 
(DOLLARS IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                                  OFFERING AND                 
                                                                  TRANSACTIONS      PRO FORMA  
                                                         ACTUAL   ADJUSTMENTS      AS ADJUSTED 
                                                         -------  ------------     ----------- 
                                                                                               
SALES AND OPERATING REVENUES:                                                                  
  Coal sales............................................ $82,798                   $    82,798 
  Other sales and operating revenues....................     264                           264 
                                                         -------                   ----------- 
          Total revenues................................  83,062                        83,062 
                                                         -------                   ----------- 
EXPENSES:                                                                                      
  Operating expenses....................................  56,843                        56,843 
  Outside purchases.....................................   8,464                         8,464 
  General and administrative............................   3,549                         3,549 
  Depreciation, depletion and amortization..............   9,933                         9,933 
  Interest expense......................................      40    $ 4,773(H,I)         4,813 
                                                         -------                   ----------- 
          Total operating expenses......................  78,829                        83,602 
                                                         -------                   ----------- 
INCOME (LOSS) FROM OPERATIONS...........................   4,233                          (540)
OTHER INCOME............................................     541                           541 
                                                         -------                   ----------- 
INCOME BEFORE INCOME TAXES..............................   4,774                             1 
INCOME TAX EXPENSE......................................   1,480     (1,480)(J,K)           -- 
                                                         -------                   ----------- 
NET INCOME.............................................. $ 3,294                             1 
                                                         =======                               
GENERAL PARTNER'S INTEREST IN NET INCOME................                                    -- 
                                                                                   ----------- 
LIMITED PARTNERS' INTEREST IN NET INCOME................                           $         1 
                                                                                   =========== 
NET INCOME PER UNIT.....................................                           $        -- 
                                                                                   =========== 
WEIGHTED AVERAGE LIMITED PARTNERS' UNITS                                                       
  OUTSTANDING(L)........................................                            15,382,410 
                                                                                   =========== 

See Notes to Unaudited Pro Forma Financial Statements 

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ALLIANCE RESOURCE PARTNERS, L.P.

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS 
DECEMBER 31, 1998 AND MARCH 31, 1999

    The pro forma financial statements are based upon the historical financial
position and results of operations of the wholly owned subsidiaries of Alliance 
Resource Holdings (the "Alliance Resource Group" or the "Group") that will be   
contributed to Alliance Resource Partners, L.P. ("Alliance Resource Partners"), 
a newly formed limited partnership. Alliance Resource Partners will include all 
the assets and liabilities of the entities currently included in Alliance       
Resource Group's historical financial statements, except for approximately      
$37,666,000 of trade receivables, $508,000 of income tax receivable, and        
$3,490,000 of deferred income tax liabilities. The assets and liabilities of    
Alliance Resource Group will be transferred at historical cost to Alliance      
Resource Partners, L.P.                                                         

    The pro forma financial statements reflect the simultaneous closing of the
following transactions: (i) the public offering by Alliance Resource Partners of
8,969,335 Common Units at the initial public offering price of $20.00 per Common
Unit resulting in aggregate gross proceeds to Alliance Resource Partners of     
$179,387,000, (ii) the issuance by Alliance Resource Partners of 6,413,075      
Subordinated Units to Alliance Resource GP, LLC, the special general partner of 
Alliance Resource Partners, (iii) the purchase by the managing general partner  
of its general partner interests in exchange for approximately $6.3 million,    
(iv) the issuance by Alliance Resource Partners of an aggregate 2% general      
partner interest to the general partners, (v) the assumption by a subsidiary of 
Alliance Resource Partners of $180,000,000 of senior unsecured notes (the       
"Notes") from the special general partner, (vi) the assumption by a subsidiary  
of Alliance Resource Partners from the special general partner of $100,000,000  
of bank credit facilities, of which $48,619,000 will be drawn down under the    
term loan facility, (vii) the purchase by Alliance Resource Partners of         
$48,619,000 of U.S. Treasury Notes, (viii) receipt by the special general       
partner of and ultimate distribution to Alliance Resource Holdings of           
approximately $309,753,000, representing both amounts borrowed and retained by  
the special general partner as well as a distribution from Alliance Resource    
Partners, and (ix) the payment of underwriting fees and commissions, and other  
fees and expenses associated with the transactions, expected to be approximately
$19,361,000.                                                                    

 Upon completion of the offering, Alliance Resource Partners anticipates
incurring incremental general and administrative costs (e.g. cost of tax return 
preparation and quarterly reports to unitholders, investor relations and        
registrar and transfer agent fees) at an annual rate of approximately           
$1,000,000. The pro forma financial statements do not reflect any adjustments   
for these estimated incremental costs.                                          

    The adjustments are based upon currently available information and certain
estimates and assumptions, and therefore, the actual adjustments may differ from
the pro forma adjustments. However, management believes that the assumptions    
provide a reasonable basis for presenting the significant effects of the        
transactions as contemplated and that the pro forma adjustments give appropriate
effect to those assumptions and are properly applied in the pro forma financial 
statements. The unaudited pro forma financial statements do not purport to      
present the financial position or results of operations of Alliance Resource    
Partners had the transactions to be effected at the closing actually been       
completed as of the dates indicated.                                            

OFFERING AND TRANSACTIONS ADJUSTMENTS                                           

     The pro forma offering and transaction adjustments have been prepared as if
the transactions had taken place on March 31, 1999, in the case of the pro forma
balance sheet, or as of January 1, 1998 in case of the pro forma statements of  
operations for the year ended December 31, 1998 and the three month period ended
March 31, 1999.                                                                 

BALANCE SHEET                                                                   

(A)    Reflects the proceeds to Alliance Resource Partners of $179,387,000 from 
   the issuance and sale of 8,969,335 Common Units at an assumed initial
public offering price of $20.00 per unit.                         

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ALLIANCE RESOURCE PARTNERS, L.P.

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS -- (CONTINUED)

(B)    Reflects the proceeds from the private placement of senior unsecured     
notes of $180,000,000 at an assumed annual interest rate of 8.31%.

(C)    Reflects the proceeds from the term loan facility of $48,619,000 and the 
corresponding purchase of U.S. Treasury Notes of $48,619,000.     

(D)    Reflects the payment of debt financing and underwriting commissions and  
       fees of $4,025,000 and $15,336,000, respectively. The debt financing fees
       will be capitalized as deferred financing costs, and the syndication fees
will be allocated to the common units.                            

(E)    Represents receipt by the special general partner of, and ultimate       
       distribution to Alliance Resource Holdings of approximately $309,753,000,
    representing both amounts borrowed and retained by the special general
 partner, including $6,250,000 of consideration paid by the managing
general partner for its general partner interest, as well as a    
distribution from Alliance Resource Partners.                     

(F)    Represents the retention by Alliance Resource Holdings of trade          
   receivables of $37,666,000, an income tax receivable of $508,000, and
deferred income taxes of $3,490,000.                              

(G)    Represents the allocation of the net assets of the Group of $155,185,000,
    of which $147,943,000 is allocated to the subordinated unitholders and
$7,242,000 to the general partners.                               

STATEMENTS OF OPERATIONS                                                        

(H)    Reflects interest expense for the year ended December 31, 1998 and the   
     three months ended March 31, 1999 as if the senior unsecured notes were
       issued and the term loan was drawn down on January 1, 1998. The pro forma
     interest expense applicable to Alliance Resource Partners is as follows
(in thousands):                                                   

                                                        [Enlarge/Download Table]

                                                                           THREE MONTHS
                                                              YEAR ENDED      ENDED    
                                                             DECEMBER 31,   MARCH 31,  
                                                                 1998          1999    
                                                             ------------  ------------
                                                                                       
Pro Forma Interest Expense                                                             
  Notes ($180,000 principal balance), at an assumed annual                             
     interest rate of 8.31%.................................   $14,958        $3,739   
  Bank Debt ($48,619 principal drawn under term loan                                   
     facility) at an assumed annual interest rate of                                   
     6.81%..................................................     3,311           828   
  Fee on the unused portion of the working capital facility                            
     and revolving credit facility ($50,000 unused portion)                            
     at an assumed annual rate of 0.75%.....................       375            94   
                                                               -------        ------   
  Pro Forma Interest Expense................................   $18,644        $4,661   

(I)    Reflects the amortization of deferred debt offering fees and expenses for
   the year ended December 31, 1998 and the three months ended March 31,
     1999 as if the senior unsecured notes were issued and the term loan was
drawn down on January 1, 1998. The pro forma amortization of      

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ALLIANCE RESOURCE PARTNERS, L.P.

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS -- (CONTINUED)

      deferred debt offering fees and expenses applicable to Alliance Resource
Partners is as follows (in thousands):                            

                                                        [Enlarge/Download Table]

                                                                            THREE MONTHS
                                                               YEAR ENDED      ENDED    
                                                              DECEMBER 31,   MARCH 31,  
                                                                  1998          1999    
                                                              ------------  ------------
                                                                                        
Pro Forma Amortization Expense                                                          
  Amortization of $2,673 deferred financing fees over 15                                
     year term for the senior unsecured notes...............      $178          $ 45    
  Amortization of $1,352 deferred financing fees over 5 year                            
     term for the bank debt.................................       270            67    
                                                                  ----          ----    
  Pro Forma Amortization Expense............................      $448          $112    

(J)    Represents the retention by Alliance Resource Holdings of income taxes of
     $3,866,000 for the year ended December 31, 1998, and $1,480,000 for the
three months ended March 31, 1999.                                

(K)    Pro forma net income excludes federal and state income taxes as income   
  taxes will be the responsibility of the unitholders and not Alliance
Resource Partners.                                                

(L)    The weighted average limited partners' units outstanding used in the     
      income (loss) per unit calculation includes the limited partners' Common
 and Subordinated Units and excludes the general partners' interest.

(M)    Represents interest income for the year ended December 31, 1998 and the  
  three months ended March 31, 1999 as if the U.S. Treasury Notes were
       purchased on January 1, 1998. The pro forma interest income applicable to
Alliance Resource Partners is as follows (in thousands):          

                                                        [Enlarge/Download Table]

                                                                            THREE MONTHS
                                                               YEAR ENDED      ENDED    
                                                              DECEMBER 31,   MARCH 31,  
                                                                  1998          1999    
                                                              ------------  ------------
                                                                                        
Pro Forma Interest Income                                                               
  One year U.S. Treasury Notes -- $8,050 bearing interest at                            
     an assumed annual rate of 4.94%........................     $  398         $ 99    
  Two year U.S. Treasury Notes -- $40,569 bearing interest                              
     at an assumed annual rate of 5.44%.....................      2,207          552    
                                                                 ------         ----    
  Pro Forma Interest Income.................................     $2,605         $651    

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ALLIANCE RESOURCE GROUP 

COMBINED BALANCE SHEET
MARCH 31, 1999 (UNAUDITED)
(AMOUNTS IN THOUSANDS)

ASSETS

                                                                [Download Table]
                                                                       
CURRENT ASSETS:                                                        
  Trade receivables.........................................  $ 37,666 
  Income tax receivable.....................................       508 
  Inventories...............................................    22,322 
  Advance royalties.........................................     2,499 
  Prepaid expenses and other assets.........................       887 
                                                              -------- 
          Total current assets..............................    63,882 
                                                              -------- 
PROPERTY, PLANT AND EQUIPMENT, AT COST......................   244,866 
LESS ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION...   (77,354)
                                                              -------- 
                                                               167,512 
                                                              -------- 
OTHER ASSETS:                                                          
  Advance royalties.........................................     8,375 
  Coal supply agreements, net...............................    23,163 
  Other long-term assets....................................     1,866 
                                                              -------- 
                                                              $264,798 
                                                              ======== 

                LIABILITIES AND NET PARENT INVESTMENT                  

CURRENT LIABILITIES:                                                   
  Current maturities, long-term debt........................  $    350 
  Accounts payable..........................................    24,094 
  Accrued taxes other than income taxes.....................     5,018 
  Accrued payroll and related expenses......................     9,970 
  Workers' compensation and pneumoconiosis benefits.........     4,848 
  Other current liabilities.................................     6,101 
                                                              -------- 
          Total current liabilities.........................    50,381 
                                                              -------- 
LONG-TERM LIABILITIES:                                                 
  Long-term debt, excluding current maturities..............     1,727 
  Deferred income taxes.....................................     3,490 
  Accrued pneumoconiosis benefits...........................    22,456 
  Workers' compensation.....................................    13,480 
  Reclamation and mine closing..............................    12,824 
  Other liabilities.........................................     5,255 
                                                              -------- 
          Total liabilities.................................   109,613 
COMMITMENTS AND CONTINGENCIES                                          
NET PARENT INVESTMENT.......................................   155,185 
                                                              -------- 
                                                              $264,798 
                                                              ======== 

See notes to unaudited combined financial statements. 

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ALLIANCE RESOURCE GROUP 

COMBINED STATEMENTS OF INCOME 
THREE MONTHS ENDED MARCH 31, 1998 AND 1999 (UNAUDITED)
(AMOUNTS IN THOUSANDS)

                                                                [Download Table]

                                                                  MARCH 31,    
                                                              -----------------
                                                               1998      1999  
                                                              -------   -------
                                                                               
SALES AND OPERATING REVENUES:                                                  
  Coal sales................................................  $87,226   $82,798
  Other sales and operating revenues........................    1,096       264
                                                              -------   -------
          Total revenues....................................   88,322    83,062
EXPENSES:                                                                      
  Operating expenses........................................   58,480    56,843
  Outside purchases.........................................   11,048     8,464
  General and administrative................................    4,187     3,549
  Depreciation, depletion and amortization..................    9,857     9,933
  Interest expense..........................................       44        40
                                                              -------   -------
          Total operating expenses..........................   83,616    78,829
                                                              -------   -------
INCOME FROM OPERATIONS......................................    4,706     4,233
OTHER INCOME................................................      112       541
                                                              -------   -------
INCOME BEFORE INCOME TAXES..................................    4,818     4,774
INCOME TAX EXPENSE..........................................    1,494     1,480
                                                              -------   -------
NET INCOME..................................................  $ 3,324   $ 3,294
                                                              =======   =======

See notes to unaudited combined financial statements. 

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ALLIANCE RESOURCE GROUP 

COMBINED STATEMENTS OF CASH FLOWS 
THREE MONTHS ENDED MARCH 31, 1998 AND 1999 (UNAUDITED)
(AMOUNTS IN THOUSANDS)

                                                                [Download Table]

                                                                 MARCH 31,      
                                                             ------------------ 
                                                               1998      1999   
                                                             --------   ------- 
                                                                                
CASH FLOW FROM OPERATING ACTIVITIES                                             
  Net income................................................ $  3,324   $ 3,294 
  Adjustments to reconcile net income to net cash provided                      
     by operating activities:                                                   
     Depreciation, depletion and amortization...............    9,857     9,933 
     Deferred income taxes..................................     (437)     (415)
     Reclamation and mine closings..........................      204        87 
     Other..................................................       44        15 
  Changes in operating assets and liabilities, net of                           
     effects from 1998 purchase of coal business:                               
     Trade receivables......................................  (12,680)   (6,398)
     Income tax receivable/payable..........................     (586)       (5)
     Inventories............................................   (4,069)   (2,267)
     Advance royalties......................................     (100)      507 
     Accounts payable.......................................    6,233      (433)
     Accrued taxes other than income taxes..................        2       492 
     Accrued payroll and related benefits...................      926       701 
     Accrued pneumoconiosis benefits........................      263       223 
     Workers' compensation..................................       44      (454)
     Other..................................................    1,038       983 
                                                             --------   ------- 
          Total net adjustments.............................      739     2,969 
                                                             --------   ------- 
          Net cash provided by operating activities.........    4,063     6,263 
CASH FLOWS FROM INVESTING ACTIVITIES:                                           
  Payment for purchase of business..........................   (7,310)       -- 
  Direct acquisition costs..................................     (821)       -- 
  Purchase of property, plant and equipment.................   (5,185)   (5,738)
  Proceeds from sale of property, plant and equipment.......        4       353 
                                                             --------   ------- 
          Net cash used in investing activities.............  (13,312)   (5,385)
                                                             --------   ------- 
CASH FLOWS FROM FINANCING ACTIVITIES:                                           
  Contribution (return) of capital to Parent................    9,249      (878)
                                                             --------   ------- 
          Net cash provided by (used in) financing                              
           activities.......................................    9,249      (878)
                                                             --------   ------- 
NET CHANGE IN CASH AND BALANCE AT END OF PERIOD............. $     --   $    -- 
                                                             ========   ======= 
SUPPLEMENTAL CASH FLOW INFORMATION:                                             
  Income taxes paid through Parent.......................... $  2,517   $ 1,900 
                                                             ========   ======= 

See notes to unaudited combined financial statements. 

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ALLIANCE RESOURCE GROUP 

NOTES TO THE UNAUDITED COMBINED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1998 AND 1999

1. BASIS OF PRESENTATION                                                        

     In the opinion of management, the accompanying unaudited combined financial
statements of Alliance Resource Group (the "Group") include all adjustments,    
consisting only of normal recurring adjustments, necessary for the fair         
presentation of the financial position at March 31, 1999, and the results of    
operations and cash flows for the three-month periods ended March 31, 1998 and  
1999. The results of operations for interim periods are not indicative of the   
results for a full year.                                                        

   For a summary of significant accounting policies and additional financial
information, see the Group's combined financial statements which are included in
this Prospectus.                                                                

2. COMMITMENTS AND CONTINGENCIES                                                

Parent Company Debt -- The stock of the entities included in the      
accompanying combined financial statements is pledged as collateral on debt of  
$127,432,000 at March 31, 1999 for Alliance Resource Holdings, the parent of the
Group.                                                                          

Transloading Facility Dispute -- The Group is currently involved in   
litigation with Seminole Electric Cooperative with respect to a long-term       
contract for the transloading of coal from rail to barge through the Group's    
terminal in Indiana. Seminole has filed a lawsuit to terminate this contract and
is seeking declaratory judgment as to the damages owed to the Group. The        
provisions of the contract stipulate the calculation of damages to be paid in   
the event of breach. Rather than pay the amount of damages stipulated, Seminole 
is seeking the court's agreement that the proper damage award should be         
calculated based on our loss of net profits from the terminal for the term of   
the agreement. While the Group fully intends to pursue the damages stipulated in
the contract, the Group is currently recognizing a level of income from the     
terminal consistent with the damage theory offered by Seminole. The Group       
recognized $500,000 as other income for the quarter ended March 31, 1999.       

 Seminole has ceased transloading any coal shipments to Seminole through
this terminal and is transporting coal deliveries under the supply contract     
through other means. The Group is currently exploring alternative uses for this 
terminal, including shipping different products to other customers or selling   
the terminal. The Group intends to vigorously defend its contract rights and    
believes it will prevail in the determination of the amount of damages Seminole 
owes under the contract and believes those damages will be in excess of the     
carrying value of this terminal.                                                

     General Litigation -- The Group is involved in various lawsuits, claims and
regulatory proceedings incidental to its business. In the opinion of management,
the outcome of such matters will not have a material adverse effect on the      
Group's business, combined financial position or results of operations.         

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INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholder of Alliance Resource Group:           

We have audited the accompanying combined balance sheets of Alliance  
Resource Group (the "Group") as of December 31, 1997 and 1998, and the related  
combined statements of income and cash flows for the seven months ended July 31,
1996 (predecessor), the five months ended December 31, 1996 and the years ended 
December 31, 1997 and 1998 (successor). These combined financial statements are 
the responsibility of the Group's management. Our responsibility is to express  
an opinion on these financial statements based on our audits.                   

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.          

   In our opinion, such combined financial statements present fairly, in all
material respects, the financial position of Alliance Resource Group at December
31, 1997 and 1998, and the results of their operations and their cash flows for 
the seven months ended July 31, 1996 (predecessor), the five months ended       
December 31, 1996, and the years ended December 31, 1997 and 1998, (successor), 
in conformity with generally accepted accounting principles.                    

    As discussed in Note 1, effective August 1, 1996, the combined entities of
Alliance Resource Group became wholly owned by Alliance Resource Holdings in a  
business combination accounted for using the purchase method of accounting and  
the purchase price was allocated to the assets acquired and liabilities assumed 
based on fair values. Accordingly, the predecessor combined financial statements
for the seven months ended July 31, 1996, are not necessarily comparable to the 
successor financial statements subsequent to August 1, 1996.                    

Deloitte & Touche LLP                                                           
Tulsa, Oklahoma                                                                 
May 14, 1999                                                                    

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ALLIANCE RESOURCE GROUP 

COMBINED BALANCE SHEETS 
DECEMBER 31, 1997 AND 1998
(AMOUNTS IN THOUSANDS)

ASSETS

                                                                [Download Table]

                                                               1997       1998   
                                                             --------   -------- 
                                                                                 
CURRENT ASSETS:                                                                  
  Trade receivables......................................... $ 31,497   $ 31,268 
  Income tax receivable.....................................    2,985        503 
  Inventories...............................................   13,981     20,055 
  Advance royalties.........................................    2,370      2,501 
  Prepaid expenses and other assets.........................      891      1,456 
                                                             --------   -------- 
          Total current assets..............................   51,724     55,783 
                                                             --------   -------- 

PROPERTY, PLANT AND EQUIPMENT AT COST.......................  189,982    240,294 
LESS ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION...  (36,300)   (69,158)
                                                             --------   -------- 
                                                              153,682    171,136 
                                                             --------   -------- 
OTHER ASSETS:                                                                    
  Advance royalties.........................................    9,590      8,880 
  Coal supply agreements, net...............................   29,813     24,062 
  Other long-term assets....................................    1,039      1,235 
                                                             --------   -------- 
                                                             $245,848   $261,096 
                                                             ========   ======== 

                      LIABILITIES AND NET PARENT INVESTMENT                      

CURRENT LIABILITIES:                                                             
  Current maturities, long-term debt........................ $    350   $    350 
  Accounts payable..........................................   20,488     24,527 
  Accrued taxes other than income taxes.....................    3,389      4,526 
  Accrued payroll and related expenses......................    8,566      9,269 
  Workers' compensation and pneumoconiosis benefits.........    4,792      4,707 
  Other current liabilities.................................    3,840      5,302 
                                                             --------   -------- 
          Total current liabilities.........................   41,425     48,681 
                                                             --------   -------- 
LONG-TERM LIABILITIES:                                                           
  Long-term debt, excluding current maturities..............    1,866      1,687 
  Deferred income taxes.....................................    3,622      3,906 
  Accrued pneumoconiosis benefits...........................   17,416     22,233 
  Workers' compensation.....................................   13,095     13,934 
  Reclamation and mine closing..............................    5,439     12,824 
  Other liabilities.........................................    4,166      5,062 
                                                             --------   -------- 
          Total liabilities.................................   87,029    108,327 
COMMITMENTS AND CONTINGENCIES                                                    
NET PARENT INVESTMENT.......................................  158,819    152,769 
                                                             --------   -------- 
                                                             $245,848   $261,096 
                                                             ========   ======== 

See notes to combined financial statements. 

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ALLIANCE RESOURCE GROUP 

COMBINED STATEMENTS OF INCOME 
SEVEN MONTHS ENDED JULY 31, 1996 (PREDECESSOR), THE FIVE MONTHS ENDED 
DECEMBER 31, 1996 AND THE YEARS ENDED DECEMBER 31, 1997 AND 1998 (SUCCESSOR)
(AMOUNTS IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                PREDECESSOR               SUCCESSOR              
                                                ------------  ---------------------------------- 
                                                SEVEN MONTHS  FIVE MONTHS        YEARS ENDED     
                                                   ENDED         ENDED          DECEMBER 31,     
                                                  JULY 31,    DECEMBER 31,   ------------------- 
                                                    1996          1996         1997       1998   
                                                ------------  ------------   --------   -------- 
                                                                                                 
SALES AND OPERATING REVENUES:                                                                    
  Coal sales...................................   $184,067      $133,870     $305,270   $357,440 
  Other sales and operating revenues...........      7,509         4,391        8,550      4,453 
                                                  --------      --------     --------   -------- 
          Total revenues.......................    191,576       138,261      313,820    361,893 
                                                  --------      --------     --------   -------- 
EXPENSES:                                                                                        
  Operating expenses...........................    110,723        79,155      197,422    237,576 
  Outside purchases............................     45,716        34,675       49,800     51,151 
  General and administrative...................      7,263         5,890       15,417     15,301 
  Depreciation, depletion and amortization.....      7,700        11,943       33,667     39,838 
  Interest expense.............................         --            --           29        169 
  Unusual item.................................         --            --           --      5,211 
                                                  --------      --------     --------   -------- 
          Total operating expenses.............    171,402       131,663      296,335    349,246 
                                                  --------      --------     --------   -------- 
INCOME FROM OPERATIONS.........................     20,174         6,598       17,485     12,647 
OTHER INCOME (EXPENSE).........................         --           289          520       (113)
                                                  --------      --------     --------   -------- 
INCOME BEFORE INCOME TAXES.....................     20,174         6,887       18,005     12,534 
INCOME TAX EXPENSE (BENEFIT)...................      5,469          (922)       4,288      3,866 
                                                  --------      --------     --------   -------- 
NET INCOME.....................................   $ 14,705      $  7,809     $ 13,717   $  8,668 
                                                  ========      ========     ========   ======== 

See notes to combined financial statements. 

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ALLIANCE RESOURCE GROUP 

COMBINED STATEMENTS OF CASH FLOWS 
SEVEN MONTHS ENDED JULY 31, 1996 (PREDECESSOR), THE FIVE MONTHS ENDED 
DECEMBER 31, 1996 AND THE YEARS ENDED DECEMBER 31, 1997 AND 1998 (SUCCESSOR)
(AMOUNTS IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                    PREDECESSOR                   SUCCESSOR                 
                                                    ------------  ------------------------------------------
                                                    SEVEN MONTHS  FIVE MONTHS            YEARS ENDED        
                                                       ENDED         ENDED              DECEMBER 31,        
                                                      JULY 31,    DECEMBER 31,   ---------------------------
                                                        1996          1996           1997           1998    
                                                    ------------  ------------   ------------   ------------
                                                                                                            
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                       
  Net income......................................    $ 14,705      $  7,809       $ 13,717       $  8,668  
  Adjustments to reconcile net income to net cash                                                           
    provided by operating activities:                                                                       
    Depreciation, depletion and amortization......       7,700        11,943         33,667         39,838  
    Deferred income taxes.........................        (207)       (4,586)        (1,937)        (1,750) 
    Reclamation and mine closings.................         195           100            339            705  
    Coal inventory adjustment to market...........          --            --            547          1,743  
    Other.........................................      (2,019)            3            134             34  
  Changes in operating assets and liabilities, net                                                          
    of effects from 1998 purchase of coal                                                                   
    business:                                                                                               
    Trade receivables.............................         353          (614)        11,955            229  
    Income tax receivable/payable.................         770           554         (3,539)         2,482  
    Inventories...................................       1,401         1,455         (4,229)        (6,563) 
    Advance royalties.............................      (2,334)          419          1,856            579  
    Accounts payable..............................          88         5,651         (6,216)         2,296  
    Accrued taxes other than income taxes.........         (79)          506            293          1,137  
    Accrued payroll and related benefits..........         824           463          1,666            491  
    Due to MAPCO Inc..............................      (8,614)           --             --             --  
    Accrued pneumoconiosis benefits...............        (230)          (20)           209            839  
    Workers' compensation.........................       4,130            22            903            817  
    Other.........................................          (5)         (686)         3,860         (1,048) 
                                                      --------      --------       --------       --------  
         Total net adjustments....................       1,973        15,210         39,508         41,829  
                                                      --------      --------       --------       --------  
         Net cash provided by operating                                                                     
           activities.............................      16,678        23,019         53,225         50,497  
                                                      --------      --------       --------       --------  
CASH FLOWS FROM INVESTING ACTIVITIES:                                                                       
  Payment for purchase of business................          --            --             --         (7,310) 
  Direct acquisition costs........................                                                    (821) 
  Purchase of property, plant and equipment.......     (16,678)      (13,011)       (22,436)       (27,669) 
  Proceeds from sale of property, plant and                                                                 
    equipment.....................................          --            14             49            185  
                                                      --------      --------       --------       --------  
         Net cash used in investing activities....     (16,678)      (12,997)       (22,387)       (35,615) 
                                                      --------      --------       --------       --------  
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                       
  Dividend to Parent..............................          --        (7,700)       (13,795)        (8,642) 
  Initial capital contribution by Parent..........          --         9,099             --             --  
  Return of capital to Parent.....................          --       (11,421)       (17,043)        (5,890) 
  Payments on long-term debt......................          --            --             --           (350) 
                                                      --------      --------       --------       --------  
         Net cash used in financing activities....          --       (10,022)       (30,838)       (14,882) 
                                                      --------      --------       --------       --------  
NET CHANGE IN CASH AND BALANCE AT END OF PERIOD...    $     --      $     --       $     --       $     --  
                                                      ========      ========       ========       ========  
SUPPLEMENTAL CASH FLOW INFORMATION:                                                                         
  Income taxes paid through Parent (Note 8).......    $  4,906      $  3,110       $  9,764       $  3,135  
                                                      ========      ========       ========       ========  
  Issuance of promissory note for acquisition of                                                            
    minerals and other assets.....................    $     --      $     --       $  2,186       $     --  
                                                      ========      ========       ========       ========  

See notes to combined financial statements. 

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ALLIANCE RESOURCE GROUP 

NOTES TO COMBINED FINANCIAL STATEMENTS
SEVEN MONTHS ENDED JULY 31, 1996 (PREDECESSOR), THE FIVE MONTHS ENDED DECEMBER
31, 1996 AND THE YEARS ENDED DECEMBER 31, 1997 AND 1998 (SUCCESSOR) 

1. ORGANIZATION                                                                 

  The combined financial statements represent the results of the following
companies (collectively the "Group") which are wholly owned by Alliance Resource
Holdings ("ACC" or "Parent"):                                                   

- MAPCO Coal Inc.                                                     
- Webster County Coal Corporation                                     
- White County Coal Corporation                                       
- Mettiki Coal Corporation                                            
- Mettiki Coal Corporation (West Virginia)                            
- Pontiki Coal Corporation                                            
- MC Mining, Inc.                                                     
- Hopkins County Coal LLC                                             
- Mt. Vernon Coal Transfer Company                                    
- MAPCO Land & Development Corporation                                
- Excel Mining, LLC                                                   
- Gibson County Coal Corporation                                      
- Garrett County Coal Corporation                                     

    The Group produces and markets coal from six mining complexes in Kentucky,
Maryland and Illinois. Five of these mining complexes are underground and one   
has both surface and underground mines. The Group also operates a rail-to-barge 
coal transloading terminal on the Ohio River in Indiana and conducts a coal     
brokerage operation for customers and other coal suppliers. Steam coal is sold  
primarily to electric utilities located in the eastern United States and, to a  
lesser extent, Europe. Metallurgical coal is purchased and sold through its coal
brokerage operation to steel and coke producers located primarily in the United 
States, South America, the Far East, Europe and Northern Africa.                

     The Group's operations, except for the Hopkins County Coal operations which
were acquired in 1998 by ACC (Note 3), represent the majority of the coal       
operations formerly owned by MAPCO Inc. ("MAPCO"). ACC is owned by the Beacon   
Energy Investors II, LLC, MPC Partners, LP and certain members of management and
was formed to acquire a majority of MAPCO's coal operations. ACC purchased the  
coal operations of MAPCO, effective August 1, 1996, in a business combination   
using the purchase method of accounting and the purchase price was allocated to 
the assets acquired and the liabilities assumed based on their fair values.     
Accordingly, the predecessor combined financial statements for the seven months 
ended July 31, 1996 are not necessarily comparable to the successor and combined
financial statements in subsequent periods.                                     

    ACC intends to contribute the net assets of the Group to Alliance Resource
Partners, L.P. in connection with its initial public offering of common units.  
The assets and liabilities of Alliance Resource Group will be transferred at    
historical cost to Alliance Resource Partners, L.P.                             

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                   

    Principles of Combination -- The combined financial statements include the
accounts and operations of the entities listed in Note 1. All intercompany      
accounts and transactions have been eliminated.                                 

     Estimates -- The preparation of combined financial statements in conformity
with generally accepted accounting principles requires management to make       
estimates and assumptions that affect the reported amounts and disclosures in   
the combined financial statements. Actual results could differ from those       
estimates.                                                                      

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ALLIANCE RESOURCE GROUP 

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED) 

Fair Value of Financial Instruments -- The carrying amount for trade  
receivables and accounts payable approximates fair value because of the short   
maturity of those instruments. The carrying amount of long-term debt is a       
reasonable estimate of its fair value. The fair value of long-term debt is based
on interest rates that are currently available to the Group for issuance of debt
with similar terms and remaining maturities.                                    

     Cash Management -- The Group participated in the cash management program of
ACC subsequent to August 1, 1996 and MAPCO prior to August 1, 1996. At the end  
of each business day, the operating cash accounts for the Group are swept to the
related operating cash accounts maintained by the treasury function for MAPCO   
(predecessor) and ACC (successor). The Company reclassified cash overdrafts of  
$3,802,000 and $6,308,000 as of December 31, 1997 and 1998, respectively, to    
accounts payable on the combined balance sheets.                                

   Inventories -- Inventories are stated at the lower of cost or market on a
first-in, first-out basis.                                                      

Property, Plant and Equipment -- Property, plant, and equipment were  
presented at fair value at August 1, 1996. Additions and replacements           
constituting improvements are capitalized. Maintenance, repairs, and minor      
replacements are expensed as incurred. Depreciation and amortization is computed
principally on the straight-line method based upon the estimated useful lives of
the assets or the estimated life of each mine (9 to 15 years at revaluation date
of August 1, 1996), whichever is less and for 5 years on certain assets related 
to the 1998 business acquisition. Depreciable lives for mining equipment and    
processing facilities range from 1 to 15 years. Depreciable lives for land and  
land improvements range from 5 to 15 years. Depreciable lives for buildings,    
office equipment and improvements range from 1 to 13 years. Gains or losses     
arising from retirements are included in current operations.                    

  Depletion of mineral rights is provided on the basis of tonnage mined in
relation to estimated recoverable tonnage.                                      

 Long-Lived Assets -- The Group reviews the carrying value of long-lived
assets and certain identifiable intangibles whenever events or changes in       
circumstances indicate that the carrying amount may not be recoverable based    
upon estimated undiscounted future cash flows. The amount of an impairment is   
measured by the difference between the fair value of the asset based on cash    
flows from that asset, discounted at a rate commensurate with the risk involved 
and the carrying value.                                                         

Advance Royalties -- Rights to coal mineral leases are often acquired 
through advance royalty payments. Management assesses the recoverability of     
royalty prepayments based on estimated future production and capitalizes these  
amounts accordingly. Royalty prepayments expected to be recouped within one year
are classified as a current asset. As mining occurs on those leases, the royalty
prepayments are included in the cost of mined coal. Royalty prepayments         
estimated to be nonrecoverable are expensed.                                    

Coal Supply Agreements -- Effective August 1, 1996, a portion of the  
acquisition costs was allocated to coal supply agreements. This allocated cost  
is being amortized on the basis of coal shipped in relation to total coal to be 
supplied during the periods that contract prices exceed spot prices. The        
amortization periods end on various dates from September 2002 to December 2005. 
Accumulated amortization for coal supply agreements was $8,650,000 and          
$14,401,000 at December 31, 1997 and 1998, respectively.                        

    Reclamation and Mine Closing Costs -- Estimates of the cost of future mine
reclamation and closing procedures of currently active mines are recorded on a  
present value basis. Those costs relate to sealing portals at underground mines 
and to reclaiming the final pit and support acreage at surface mines. Other     
costs common to both types of mining are related to removing or covering refuse 
piles and settling ponds and dismantling preparation plants and other facilities
and roadway infrastructure. Ongoing reclamation costs principally involve       
restoration of disturbed land and are expensed as incurred during the mining    
process. For the Predecessor, reclamation and mine closing costs were accrued   
based on coal production over the estimated lives of the respective mines.      

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ALLIANCE RESOURCE GROUP 

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED) 

 Workers' Compensation and Pneumoconiosis ("Black Lung") Benefits -- The
Group is self-insured for workers' compensation benefits, including black lung  
benefits. The Group accrues a workers' compensation liability for the estimated 
present value of current and future workers' compensation benefits based on     
actuarial valuations.                                                           

 Income Taxes -- The Group's operations are included in the consolidated
U.S. income tax returns of MAPCO (predecessor) and ACC (successor). The Group   
has provided for income taxes on its separate taxable income and other tax      
attributes. Deferred income taxes are computed based on recognition of future   
tax expense or benefits, measured by enacted tax rates, that are attributable to
taxable or deductible temporary differences between financial statement and     
income tax reporting bases of assets and liabilities.                           

  Revenue Recognition -- Revenues are recognized when coal is shipped from
the mine. Revenues not arising from coal sales, which primarily consist of      
transloading fees, are included in operating revenues and are recognized as     
services are performed.                                                         

   Comprehensive Income -- In 1998, the Group adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130").    
SFAS 130 establishes standards for reporting and display of comprehensive income
(loss) and its components in a full set of general purpose financial statements.
The adoption of this standard had no impact on the Group's financial statements.

 New Accounting Standards -- During 1998, the Group adopted Statement of
Position ("SOP") 98-1, "Accounting for the Costs of Computer Software Developed 
or Obtained for Internal Use." This SOP provides guidance on accounting for the 
costs of computer software developed or obtained for internal use and requires  
that entities capitalize certain internal-use software costs once certain       
criteria are met. The adoption of this standard did not have a material impact  
on the combined financial statements.                                           

 Statement of Financial Accounting Standards No. 131, "Disclosures about
Segments of an Enterprise and Related Information" ("SFAS No. 131"), requires   
publicly-held companies to report financial and descriptive information about   
operating segments in financial statements issued to shareholders for interim   
and annual periods. SFAS No. 131 also requires additional disclosures with      
respect to products and services, geographic areas of operation, and major      
customers. The Group adopted SFAS No. 131 effective January 1998. The Group has 
no reportable segments due to its operations consisting solely of producing and 
marketing coal, and the Group has disclosed major customer sales information    
(Note 13) and geographic areas of operation (Note 14) in accordance with SFAS   
No. 131.                                                                        

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"). The
statement establishes accounting and reporting standards for derivative         
instruments and for hedging activities. It requires that an entity recognize all
derivatives as either assets or liabilities in the statement of financial       
position and measure those instruments at fair value. The Group has not         
determined the impact on its financial statements that may result from adoption 
of SFAS 133, which is required no later than January 1, 2000.                   

3. BUSINESS ACQUISITION                                                         

  Effective January 23, 1998, the Parent acquired substantially all of the
assets and assumed certain liabilities, excluding working capital, of a         
company's west Kentucky coal operations, now Hopkins County Coal LLC for cash of
approximately $7,310,000 and direct acquisition costs of $821,000. The          
acquisition was accounted for using the purchase method of accounting.          
Accordingly, the purchase price was allocated to the assets acquired and        
liabilities assumed based on their estimated fair values of $25,320,000 and     
$17,189,000, respectively. The results of operations are included in the Group's
combined financial statements from the acquisition date and are not considered  
significant.                                                                    

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ALLIANCE RESOURCE GROUP 

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED) 

4. UNUSUAL ITEM                                                                 

     In response to market conditions, one of the Group's operating mines ceased
operations and terminated substantially all of its workforce in September 1998. 
Management planned to maintain the mine in an indefinite idle status pending    
improvement in market conditions. Shortly after the mine closure, the mine      
executed a new long term coal supply contract and the mine resumed production in
late November 1998. During the idle status period, the mine incurred a net loss 
of approximately $5,211,000 consisting of estimated amounts for increased       
workers' compensation claims of $1,200,000 and severance payments consistent    
with the Federal Worker Adjustment and Returning Notification, or "WARN" Act, of
$1,200,000 as well as the costs associated with maintaining the idled mine of   
$2,811,000.                                                                     

5. INVENTORIES                                                                  

Inventories consist of the following at December 31, (in thousands):  

                                                                [Download Table]

                                                               1997      1998  
                                                              -------   -------
                                                                               
Coal........................................................  $ 8,261   $14,308
Supplies....................................................    5,720     5,747
                                                              -------   -------
                                                              $13,981   $20,055
                                                              =======   =======

6. PROPERTY, PLANT AND EQUIPMENT                                                

     Property, plant and equipment consists of the following at December 31, (in
thousands):                                                                     

                                                                [Download Table]

                                                               1997       1998   
                                                             --------   -------- 
                                                                                 
Mining equipment and processing facilities.................. $173,925   $218,199 
Land and mineral rights.....................................   10,214     11,947 
Buildings, office equipment and improvements................    4,620      7,387 
Construction in progress....................................    1,223      2,761 
                                                             --------   -------- 
                                                              189,982    240,294 
Less accumulated depreciation, depletion and amortization...  (36,300)   (69,158)
                                                             --------   -------- 
                                                             $153,682   $171,136 
                                                             ========   ======== 

7. LONG-TERM DEBT                                                               

  Long-term debt consists of the following at December 31, (in thousands):

                                                                [Download Table]

                                                               1997     1998  
                                                              ------   ------ 
                                                                              
Promissory note, net of discount of $935 and $764 at                          
  December 31, 1997 and 1998, respectively..................  $2,216   $2,037 
Less current maturities.....................................    (350)    (350)
                                                              ------   ------ 
                                                              $1,866   $1,687 
                                                              ======   ====== 

     During 1997, the Group acquired certain minerals and other assets primarily
financed through the issuance of a non-interest bearing promissory note for     
$3.15 million payable in annual installments of $350,000 through 2006. The Group
discounted the promissory note at an imputed interest rate of 8%.               

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ALLIANCE RESOURCE GROUP 

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED) 

8. INCOME TAXES                                                                 

The Group recognizes a deferred tax asset for the future tax benefits 
attributable to deductible temporary differences and other credit carryforwards 
to the extent that realization of such benefits is more likely than not.        
Realization of these future tax benefits is dependent on the Group's ability to 
generate future taxable income. Management believes that future taxable income  
will be sufficient to recognize only a portion of the tax benefits and has      
established a valuation allowance. There can be no assurance, however, that the 
Group will generate sufficient taxable earnings in the future.                  

   Due to the Group's inclusion in its Parent's consolidated U.S. income tax
returns, the Parent has allocated alternative minimum tax to the Group. The     
Group has alternative minimum tax credit carryforwards of $2,361,000 at December
31, 1998 that are available for use in the Parent's consolidated U.S. income tax
returns in future periods. A valuation allowance has been established for the   
total estimated future tax effects of the alternative minimum tax credit        
carryforwards due to the utilization on future U.S. income tax returns not being
considered more likely than not.                                                

  The tax effects of significant items comprising the Group's net deferred
tax liability are as follows at December 31, (in thousands):                    

                                                                [Download Table]

                                                               1997       1998   
                                                             --------   -------- 
                                                                                 
Deferred tax liabilities:                                                        
  Differences between book and tax basis of property........ $ 12,825   $ 18,489 
  Differences between book and tax basis of advance                              
     royalties..............................................    1,533      1,238 
  Other.....................................................    1,806      2,601 
                                                             --------   -------- 
     Deferred tax liability................................. $ 16,164   $ 22,328 
                                                             --------   -------- 
Deferred tax assets:                                                             
  Accrued workers' compensation and pneumoconiosis                               
     benefits............................................... $ 12,418   $ 14,856 
  Accrued reclamation and mine closing......................    2,176      5,520 
  Accrued expenses not currently deductible.................    3,579      4,349 
  Coal supply agreements....................................    4,673      5,838 
  Alternative minimum tax credit carryforwards for future                        
     use in parent tax returns..............................    1,576      2,361 
  Other.....................................................      115         -- 
                                                             --------   -------- 
                                                               24,537     32,924 
  Valuation allowance.......................................  (11,995)   (14,502)
                                                             --------   -------- 
     Deferred tax asset.....................................   12,542     18,422 
                                                             --------   -------- 
     Net deferred tax liability............................. $  3,622   $  3,906 
                                                             ========   ======== 

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ALLIANCE RESOURCE GROUP 

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED) 

     Income before income taxes is derived from domestic operations. Significant
components of income taxes are as follows (in thousands):                       

                                                        [Enlarge/Download Table]

                                   PREDECESSOR                   SUCCESSOR                 
                                   ------------  ------------------------------------------
                                   SEVEN MONTHS  FIVE MONTHS            YEARS ENDED        
                                      ENDED         ENDED              DECEMBER 31,        
                                     JULY 31,    DECEMBER 31,   ---------------------------
                                       1996          1996           1997           1998    
                                   ------------  ------------   ------------   ------------
                                                                                           
Current:                                                                                   
  Federal.........................    $5,104       $ 3,258        $ 5,184        $ 4,815   
  State...........................       572           406          1,041            801   
                                      ------       -------        -------        -------   
                                       5,676         3,664          6,225          5,616   
Deferred:                                                                                  
  Federal.........................      (181)       (4,013)        (1,695)        (1,531)  
  State...........................       (26)         (573)          (242)          (219)  
                                      ------       -------        -------        -------   
                                        (207)       (4,586)        (1,937)        (1,750)  
                                      ------       -------        -------        -------   
Income tax expense (benefit)......    $5,469       $  (922)       $ 4,288        $ 3,866   
                                      ======       =======        =======        =======   

A reconciliation of the statutory U.S. federal income tax rate and the
Group's effective income tax rate is as follows:                                

                                                        [Enlarge/Download Table]

                                   PREDECESSOR                   SUCCESSOR                 
                                   ------------  ------------------------------------------
                                   SEVEN MONTHS  FIVE MONTHS            YEARS ENDED        
                                      ENDED         ENDED              DECEMBER 31,        
                                     JULY 31,    DECEMBER 31,   ---------------------------
                                       1996          1996           1997           1998    
                                   ------------  ------------   ------------   ------------
                                                                                           
Statutory rate....................      35%           35%            35%            35%    
Increase (decrease) resulting                                                              
  from:                                                                                    
  Excess of tax over book                                                                  
     depletion....................     (12)          (41)           (21)           (29)    
  Alternative minimum tax credit                                                           
     carryforwards................      --             5              7              6     
  State income taxes, net of                                                               
     federal benefit..............       3             4              4              4     
  Valuation allowance.............      --           (17)            (3)            14     
  Other...........................       1             1              2              1     
                                       ---           ---            ---            ---     
Effective income tax rate.........      27%          (13)%           24%            31%    
                                       ===           ===            ===            ===     

9. EMPLOYEE BENEFIT PLANS                                                       

Defined Contribution Plans -- Prior to August 1, 1996, the Group's    
employees participated in a defined contribution profit sharing and savings plan
sponsored by MAPCO which covered substantially all full-time employees. The plan
provisions were similar to the provisions of the plan sponsored by the Group    
discussed below.                                                                

The Group's employees currently participate in a defined contribution 
profit sharing and savings plan sponsored by the Group, which covers            
substantially all full-time employees. Plan participants may elect to make      
voluntary contributions to this plan up to a specified amount of their          
compensation. The Group makes contributions based on matching 75% of employee   
contributions up to 3% of their annual compensation as well as an additional 25%
after 3% of employees annual compensation. Additionally, the Group contributes a
defined percentage of eligible earnings for employees not covered by the defined
benefit plan described below. The Group's expense for the profit sharing and    
savings plan for the seven                                                      

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ALLIANCE RESOURCE GROUP 

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED) 

months ended July 31, 1996 that was allocated by MAPCO was $631,000. The Group's
expense for its plan was approximately $378,000 for the five months ended       
December 31, 1996, $1,542,000 and $1,944,000 for the years ended December 31,   
1997 and 1998, respectively.                                                    

     Defined Benefit Plans -- Prior to August 1, 1996, the Group participated in
MAPCO's defined benefit plan, which covered substantially all employees at the  
mining operations. Total accrued pension benefit included in the Group's        
operating expenses was allocated to the Group by MAPCO based on its proportional
number of employees participating in the plans. The allocated net pension       
benefit included in operating expenses for the seven months ended July 31, 1996 
was approximately $1,919,000. The allocated pension benefit was settled through 
the intercompany account with the Parent. The Group did not participate in a    
defined benefit plan during the five months ended December 31, 1996. Effective  
January 1, 1997, the Group established a defined benefit plan covering          
substantially all employees at the mining operations of the Group. The benefit  
formula for this plan is a fixed dollar unit based on years of service.         

     The following sets forth changes in benefit obligations and plan assets for
the years ended December 31, 1997 and 1998 and the funded status of the plans   
reconciled with amounts reported in the Group's combined financial statements at
December 31, (dollars in thousands):                                            

                                                                [Download Table]

                                                               1997      1998   
                                                              -------   ------- 
                                                                                
CHANGE IN BENEFIT OBLIGATIONS:                                                  
  Benefit obligations at beginning of year..................  $    --   $ 3,501 
  Service cost..............................................    2,715     2,980 
  Interest cost.............................................       36       240 
  Prior service cost recognized.............................      477        -- 
  Actuarial loss............................................      273       166 
  Benefits paid.............................................       --      (145)
                                                              -------   ------- 
  Benefit obligation at end of year.........................  $ 3,501   $ 6,742 
                                                              -------   ------- 
CHANGE IN PLAN ASSETS:                                                          
  Employer contribution.....................................  $    --   $ 2,940 
  Actual return on plan assets..............................       --       116 
  Benefits paid.............................................       --      (145)
                                                              -------   ------- 
  Fair value of plan assets at end of year..................       --     2,911 
                                                              -------   ------- 
  Funded status.............................................   (3,501)   (3,831)
  Unrecognized prior service cost...........................      429       380 
  Unrecognized actuarial loss...............................      273       459 
                                                              -------   ------- 
          Net amount recognized.............................  $(2,799)  $(2,992)
                                                              =======   ======= 
WEIGHTED-AVERAGE ASSUMPTIONS AS OF DECEMBER 31:                                 
  Discount rate.............................................     7.00%     6.75%
  Expected return on plan assets............................      N/A      9.00%
COMPONENTS OF NET PERIODIC BENEFIT COST:                                        
  Service cost..............................................  $ 2,715   $ 2,980 
  Interest cost.............................................       36       240 
  Expected return on plan assets............................       --      (135)
  Prior service cost........................................       48        48 
                                                              -------   ------- 
          Net periodic benefit cost.........................  $ 2,799   $ 3,133 
                                                              =======   ======= 
          Effect on minimum pension liability...............  $   273   $   186 
                                                              =======   ======= 

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ALLIANCE RESOURCE GROUP 

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED) 

     The Parent funds on behalf of the Group the defined benefit plan in amounts
not less than the minimum statutory funding requirements under the Employment   
Retirement Income Security Act of 1974 as amended. Accordingly, the pension     
expense for 1997 and 1998 were settled through the intercompany account with the
Parent.                                                                         

10. RECLAMATION AND MINE CLOSING COSTS                                          

The majority of the Group's operations are governed by various state  
statutes and the Federal Surface Mining Control and Reclamation Act of 1977     
which establish reclamation and mine closing standards. These regulations, among
other requirements, require restoration of property in accordance with specified
standards and an approved reclamation plan. The Group has estimated the costs   
and timing of future reclamation and mine closing costs and recorded those      
estimates on a present value basis using a 6% discount rate.                    

Discounting resulted in reducing the accrual for reclamation and mine 
closing costs by $4,936,000 and $6,738,000 at December 31, 1997 and 1998,       
respectively. Estimated payments of reclamation and mine closing costs as of    
December 31, 1998 are as follows (in thousands):                                

                                                                [Download Table]
                                                                      
1999........................................................   $   976
2000........................................................     1,215
2001........................................................       714
2002........................................................     1,557
2003........................................................     1,806
Thereafter..................................................    14,270
                                                               -------
Aggregate undiscounted reclamation and mine closing.........    20,538
Effect of discounting.......................................     6,738
                                                               -------
Total reclamation and mine closing costs....................    13,800
Less current portion........................................       976
                                                               -------
Reclamation and mine closing costs..........................   $12,824
                                                               -------

 The following table presents the activity affecting the reclamation and
mine closing liability:                                                         

                                                        [Enlarge/Download Table]

                                              PREDECESSOR            SUCCESSOR            
                                              ------------  ----------------------------  
                                              SEVEN MONTHS  FIVE MONTHS     YEARS ENDED   
                                                 ENDED         ENDED       DECEMBER 31,   
                                                JULY 31,    DECEMBER 31,   -------------  
                                                  1996          1996       1997    1998   
                                              ------------  ------------   -----   -----  
                                                                                          
Beginning of year............................    $2,767        $5,213      5$,313  5$,439 
Accrual......................................       195           100      339      705   
Payments.....................................        --            --      (213)   (1,544)
Allocation of liability associated with                                                   
  Hopkins County Coal acquisition............        --            --       --     9,200  
                                                 ------        ------       --      ---   
End of year..................................    $2,962        $5,313      5$,439  1$3,800
                                                 ======        ======       ==      ===   

11. PNEUMOCONIOSIS ("BLACK LUNG") BENEFITS                                      

Certain mine operating entities of the Group are liable under state   
statutes and the Federal Coal Mine Health and Safety Act of 1969, as amended, to
pay black lung benefits to eligible employees and former employees and their    
dependents. These entities provide self-insurance accruals, determined by       
independent actuaries, at the present value of the actuarially computed present 
and future liabilities for such benefits. The actuarial studies utilize a 6%    
discount rate and various assumptions as to the frequency of future claims,     
inflation, employee turnover and life expectancies.                             
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ALLIANCE RESOURCE GROUP 

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED) 

    The cost of black lung benefits charged to operations for the seven months
ended July 31, 1996, the five months ended December 31, 1996, and the years     
ended December 31, 1997 and 1998 was $896,000, $477,000, $1,252,000 and         
$1,139,000, respectively.                                                       

12. COMMITMENTS AND CONTINGENCIES                                               

Parent Company Debt -- The stock of the entities included in the      
accompanying combined financial statements is pledged as collateral on debt of  
the Parent of $130,535,000 at December 31, 1998.                                

 Commitments -- The Group leases buildings and equipment under operating
lease agreements, which provide for the payment of both minimum and contingent  
rentals. Rent expense under all operating leases was $642,000, $417,000,        
$1,142,000 and $1,169,000 for the seven months ended July 31, 1996, the five    
months ended December 31, 1996, the years ended December 31, 1997 and 1998,     
respectively.                                                                   

   Future minimum payments under operating leases are $2.58 million in total
of which $363,000 is payable in 1999, $366,000 in 2000, $366,000 in 2001,       
$288,000 in 2002, $154,000 in 2003 and $1,041,000 thereafter.                   

Transloading Facility Dispute -- The Group is currently involved in   
litigation with Seminole Electric Cooperative with respect to a long-term       
contract for the transloading of coal from rail to barge through the Group's    
terminal in Indiana. Seminole has filed a lawsuit to terminate this contract and
is seeking declaratory judgment as to the damages owed to the Group. The        
provisions of the contract stipulate the calculation of damages to be paid in   
the event of breach. Rather than pay the amount of damages stipulated, Seminole 
is seeking the court's agreement that the proper damage award should be         
calculated based on the Group's loss of net profits from the terminal for the   
term of the agreement.                                                          

   Seminole has ceased transloading any coal shipments through this terminal
and is transporting coal deliveries under the supply contract through other     
means. The Group is currently exploring alternative uses for this terminal,     
including shipping different products to other customers or selling the         
terminal. The Group intends to vigorously defend its contract rights and        
believes that it will prevail in the determination of the amount of damages     
Seminole owes under the contract and believes those damages will be in excess of
the carrying value of this terminal.                                            

     General Litigation -- The Group is involved in various lawsuits, claims and
regulatory proceedings incidental to its business. In the opinion of management,
the outcome of such matters will not have a material adverse effect on the      
Group's business, combined financial position or results of operations.         

13. SIGNIFICANT CUSTOMERS                                                       

  The Group has significant long-term coal supply agreements some of which
contain price adjustment provisions designed to reflect changes in market       
conditions, labor and other production costs and, when the coal is sold other   
than FOB the mine, changes in railroad and/or barge freight rates. Sales to     
major customers which exceed ten percent of total sales are as follows (in      
thousands):                                                                     

                                                        [Enlarge/Download Table]

                                          PREDECESSOR              SUCCESSOR            
                                          ------------  --------------------------------
                                          SEVEN MONTHS  FIVE MONTHS       YEARS ENDED   
                                             ENDED         ENDED         DECEMBER 31,   
                                            JULY 31,    DECEMBER 31,   -----------------
                                              1996          1996        1997      1998  
                                          ------------  ------------   -------   -------
                                                                                        
Customer A...............................   $43,337       $25,288      $57,382   $69,651
Customer B...............................    18,261        14,635       40,297    56,351
Customer C...............................    18,988        13,390       50,219    56,280

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ALLIANCE RESOURCE GROUP 

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED) 

    The coal supply agreements with customers A and C expire in 2010 and 2006,
respectively. The coal supply agreements with customer B expire at dates between
2000 and 2003.                                                                  

14. GEOGRAPHIC INFORMATION                                                      

  Included in the combined financial statements are the following revenues
and long-lived assets relating to geographic locations (in thousands):          

                                                        [Enlarge/Download Table]

                                        PREDECESSOR               SUCCESSOR             
                                        ------------  ----------------------------------
                                        SEVEN MONTHS  FIVE MONTHS        YEARS ENDED    
                                           ENDED         ENDED          DECEMBER 31,    
                                          JULY 31,    DECEMBER 31,   -------------------
                                            1996          1996         1997       1998  
                                        ------------  ------------   --------   --------
                                                                                        
Revenues:                                                                               
  United States........................   $153,830      $114,048     $267,096   $330,312
  Other foreign countries..............     37,746        24,213       46,724     31,581
                                          --------      --------     --------   --------
                                          $191,576      $138,261     $313,820   $361,893
                                          ========      ========     ========   ========
Long-lived assets:                                                                      
  United States........................   $151,999      $203,519     $193,085   $204,078
  Other foreign countries..............         --            --           --         --
                                          --------      --------     --------   --------
                                          $151,999      $203,519     $193,085   $204,078
                                          ========      ========     ========   ========

15. NET PARENT INVESTMENT IN ALLIANCE RESOURCE GROUP                            

  The net Parent investment in the Group is comprised of the following for
the seven months ended July 31, 1996 (predecessor), the five months ended       
December 31, 1996 and the years ended December 31, 1997 and 1998 (successor) (in
thousands):                                                                     

                                                                [Download Table]
                                                                        
Predecessor balance, January 1, 1996........................   $171,013 
  Net income................................................     14,705 
                                                               -------- 
Predecessor balance, July 31, 1996..........................    185,718 
  Purchase price allocation in business combination.........      1,807 
                                                               -------- 
Successor balance, August 1, 1996...........................    187,525 
  Net income................................................      7,809 
  Dividends to parent.......................................     (7,700)
  Return of capital to parent...............................    (11,421)
                                                               -------- 
Balance, December 31, 1996..................................    176,213 
  Net income................................................     13,717 
  Dividends to Parent.......................................    (13,795)
  Return of capital to parent...............................    (17,043)
  Other.....................................................       (273)
                                                               -------- 
Balance, December 31, 1997..................................    158,819 
  Net income................................................      8,668 
  Dividends to Parent.......................................     (8,642)
  Return of capital to parent...............................     (5,890)
  Other.....................................................       (186)
                                                               -------- 
Balance, December 31, 1998..................................   $152,769 
                                                               ======== 

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ALLIANCE RESOURCE GROUP 

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED) 

16. PARENT SERVICES                                                             

    The Group was charged for certain corporate services rendered by MAPCO for
the seven months ended July 31, 1996 and by ACC for the periods subsequent to   
August 1, 1996. The expenses allocated to the Group primarily related to        
executive management, accounting, treasury, land administration, environmental  
and permitting management, disability and workers compensation management, legal
and information technology services. These allocations were primarily based on  
the relative size of the direct mining operating costs incurred by each of the  
mine locations of the Group. The allocations of general and administrative      
expenses were approximately $1,743,000, $842,000, $2,942,000 and $2,595,000 for 
the seven months ended July 31, 1996, the five months ended December 31, 1996   
and the years ended December 31, 1997 and 1998, respectively. Management is of  
the opinion that the allocations used are reasonable and appropriate.           

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INDEPENDENT AUDITORS' REPORT

To Alliance Resource Management GP, LLC:                                        

We have audited the accompanying balance sheet of Alliance Resource   
Management GP, LLC (the "Company") as of July 19, 1999. This financial statement
is the responsibility of the Company's management. Our responsibility is to     
express an opinion on this financial statement based on our audit.              

We conducted our audit in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the balance sheet is free of material        
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the balance sheet. An audit also includes        
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall balance sheet presentation. We    
believe that our audit provides a reasonable basis for our opinion.             

In our opinion, such balance sheet presents fairly, in all material   
respects, the financial position of the Company, as of July 19, 1999 in         
conformity with generally accepted accounting principles.                       

Deloitte & Touche LLP                                                           
Tulsa, Oklahoma                                                                 

July 20, 1999                                                                   

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ALLIANCE RESOURCE MANAGEMENT GP, LLC

BALANCE SHEET 

JULY 19, 1999 

ASSET 

                                                                [Download Table]
                                                                     
CURRENT ASSET:                                                       
  Cash......................................................   $1,000

                               EQUITY                                

Members' Equity.............................................   $1,000
                                                               ======

See note to balance sheet.

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ALLIANCE RESOURCE MANAGEMENT GP, LLC

NOTE TO BALANCE SHEET 

JULY 19, 1999 

1. NATURE OF OPERATIONS                                                         

Alliance Resource Management GP, LLC is a Delaware limited liability  
company that was formed June 30, 1999 to become the managing general partner and
manage the operations and activities of and provide incentive distribution      
rights for Alliance Resource Partners, L.P., a partnership formed to acquire    
substantially all of the assets, liabilities and operations of Alliance Coal,   
LLC and MC Mining, LLC, which are Delaware limited liability companies engaged  
primarily in the mining and sale of coal.                                       

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INDEPENDENT AUDITORS' REPORT

To Alliance Resource GP, LLC:                                                   

     We have audited the accompanying balance sheet of Alliance Resource GP, LLC
(the "Company") as of May 17, 1999. This financial statement is the             
responsibility of the Company's management. Our responsibility is to express an 
opinion on this financial statement based on our audit.                         

We conducted our audit in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the balance sheet is free of material        
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the balance sheet. An audit also includes        
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall balance sheet presentation. We    
believe that our audit provides a reasonable basis for our opinion.             

In our opinion, such balance sheet presents fairly, in all material   
respects, the financial position of the Company, as of May 17, 1999 in          
conformity with generally accepted accounting principles.                       

Deloitte & Touche LLP                                                           
Tulsa, Oklahoma                                                                 
May 17, 1999                                                                    

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ALLIANCE RESOURCE GP, LLC 

BALANCE SHEET 
MAY 17, 1999

ASSETS

                                                                [Download Table]
                                                                     
CURRENT ASSET:                                                       
  Cash......................................................   $  990
INVESTMENT IN ALLIANCE RESOURCE PARTNERS, L.P...............       10
                                                               ------
          Total Assets......................................   $1,000
                                                               ======

                               EQUITY                                

Members Equity..............................................   $1,000
                                                               ======

See note to balance sheet.

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ALLIANCE RESOURCE GP, LLC 

NOTE TO BALANCE SHEET 
MAY 17, 1999

1. NATURE OF OPERATIONS                                                         

    Alliance Resource GP, LLC is a Delaware limited liability company that was
formed May 17, 1999 to become the special general partner and provide private   
placement of indebtedness which will be assumed by Alliance Resource Operating  
Partners, L.P., an intermediate partnership formed to provide the proceeds of   
this indebtedness to Alliance Resource Partners, L.P. a partnership which will  
acquire substantially all of the assets, liabilities and operations of Alliance 
Coal, LLC and MC Mining, LLC, which are Delaware limited liability companies    
engaged primarily in the mining and sale of coal.                               

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INDEPENDENT AUDITORS' REPORT

To Alliance Resource Partners, L.P.:                                            

We have audited the accompanying balance sheet of Alliance Resource   
Partners, L.P. (the "Partnership") as of May 17, 1999. This financial statement 
is the responsibility of the Partnership management. Our responsibility is to   
express an opinion on this financial statement based on our audit.              

We conducted our audit in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the balance sheet is free of material        
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the balance sheet. An audit also includes        
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall balance sheet presentation. We    
believe that our audit provides a reasonable basis for our opinion.             

In our opinion, such balance sheet presents fairly, in all material   
respects, the financial position of the Partnership, as of May 17, 1999 in      
conformity with generally accepted accounting principles.                       

Deloitte & Touche LLP                                                           
Tulsa, Oklahoma                                                                 
May 17, 1999                                                                    

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ALLIANCE RESOURCE PARTNERS, L.P.

BALANCE SHEET 
MAY 17, 1999

ASSET 

                                                                [Download Table]
                                                                    
CURRENT ASSET:                                                      
Cash........................................................  $1,000
                                                              ======
EQUITY                                                              
LIMITED PARTNERS' EQUITY....................................  $  990
GENERAL PARTNER'S EQUITY....................................      10
                                                              ------
          Total partners' equity............................  $1,000
                                                              ======

See note to balance sheet.

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ALLIANCE RESOURCE PARTNERS, L.P.

NOTE TO BALANCE SHEET 
MAY 17, 1999

1. NATURE OF OPERATIONS                                                         

     Alliance Resource Partners, L.P. is a Delaware limited partnership that was
formed May 17, 1999 to acquire substantially all of the equity interests in     
Alliance Coal, LLC and MC Mining, LLC which are Delaware limited liability      
companies engaged in the mining and sale of coal. The Partnership's general     
partners are Alliance Resource Management GP, LLC and Alliance Resource GP, LLC.

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FIRST AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

ALLIANCE RESOURCE PARTNERS, L.P.

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TABLE OF CONTENTS 

                                                                [Download Table]
                                                                                 
                                    ARTICLE I                                    
                                   DEFINITIONS                                   
SECTION 1.1      Definitions.................................................   1
SECTION 1.2      Construction................................................  15

                                    ARTICLE II                                   
                                   ORGANIZATION                                  
SECTION 2.1      Formation...................................................  15
SECTION 2.2      Name........................................................  15
SECTION 2.3      Registered Office; Registered Agent; Principal Office; Other    
                   Offices...................................................  16
SECTION 2.4      Purpose and Business........................................  16
SECTION 2.5      Powers......................................................  16
SECTION 2.6      Power of Attorney...........................................  16
SECTION 2.7      Term........................................................  18
SECTION 2.8      Title to Partnership Assets.................................  18

                                   ARTICLE III                                   
                            RIGHTS OF LIMITED PARTNERS                           
SECTION 3.1      Limitation of Liability.....................................  18
SECTION 3.2      Management of Business......................................  18
SECTION 3.3      Outside Activities of the Limited Partners..................  18
SECTION 3.4      Rights of Limited Partners..................................  19

                                    ARTICLE IV                                   
         CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS;        
                       REDEMPTION OF PARTNERSHIP INTERESTS                       
SECTION 4.1      Certificates................................................  19
SECTION 4.2      Mutilated, Destroyed, Lost or Stolen Certificates...........  20
SECTION 4.3      Record Holders..............................................  20
SECTION 4.4      Transfer Generally..........................................  21
SECTION 4.5      Registration and Transfer of Limited Partner Interests......  21
SECTION 4.6      Transfer of the General Partners' General Partner               
                   Interests.................................................  22
SECTION 4.7      Transfer of Incentive Distribution Rights...................  22
SECTION 4.8      Restrictions on Transfers...................................  23
SECTION 4.9      Citizenship Certificates; Non-citizen Assignees.............  23
SECTION 4.10     Redemption of Partnership Interests of Non-citizen              
                   Assignees.................................................  24

                                    ARTICLE V                                    
           CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS           
SECTION 5.1      Organizational Contributions................................  25
SECTION 5.2      Contributions by the General Partners and their                 
                   Affiliates................................................  25
SECTION 5.3      Contributions by Initial Limited Partners and Reimbursement     
                   of the Special General Partner............................  26
SECTION 5.4      Interest and Withdrawal.....................................  26
SECTION 5.5      Capital Accounts............................................  27
SECTION 5.6      Issuances of Additional Partnership Securities..............  29
SECTION 5.7      Limitations on Issuance of Additional Partnership               
                   Securities................................................  30
SECTION 5.8      Conversion of Subordinated Units............................  31
SECTION 5.9      Limited Preemptive Right....................................  32
SECTION 5.10     Splits and Combinations.....................................  32
SECTION 5.11     Fully Paid and Non-Assessable Nature of Limited Partner         
                   Interests.................................................  33

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                                                                [Download Table]
                                                                              
                                 ARTICLE VI                                   
                       ALLOCATIONS AND DISTRIBUTIONS                          
SECTION 6.1   Allocations for Capital Account Purposes....................  33
SECTION 6.2   Allocations for Tax Purposes................................  39
SECTION 6.3   Requirement and Characterization of Distributions;              
                Distributions to Record Holders...........................  40
SECTION 6.4   Distributions of Available Cash from Operating Surplus......  41
SECTION 6.5   Distributions of Available Cash from Capital Surplus........  42
SECTION 6.6   Adjustment of Minimum Quarterly Distribution and Target         
                Distribution Levels.......................................  42
SECTION 6.7   Special Provisions Relating to the Holders of Subordinated      
                Units.....................................................  43
SECTION 6.8   Special Provisions Relating to the Holders of Incentive         
                Distribution Rights.......................................  43
SECTION 6.9   Entity-Level Taxation.......................................  43

                                ARTICLE VII                                   
                    MANAGEMENT AND OPERATION OF BUSINESS                      
SECTION 7.1   Management..................................................  44
SECTION 7.2   Certificate of Limited Partnership..........................  46
SECTION 7.3   Restrictions on General Partners' Authority.................  46
SECTION 7.4   Reimbursement of the General Partners.......................  46
SECTION 7.5   Outside Activities..........................................  47
SECTION 7.6   Loans from the General Partners; Loans or Contributions from    
                the Partnership; Contracts with Affiliates; Certain           
                Restrictions on the General Partners......................  48
SECTION 7.7   Indemnification.............................................  49
SECTION 7.8   Liability of Indemnitees....................................  51
SECTION 7.9   Resolution of Conflicts of Interest.........................  51
SECTION 7.10  Other Matters Concerning the General Partners...............  52
SECTION 7.11  Purchase or Sale of Partnership Securities..................  53
SECTION 7.12  Registration Rights of the General Partners and their           
                Affiliates................................................  53
SECTION 7.13  Reliance by Third Parties...................................  55

                                ARTICLE VIII                                  
                   BOOKS, RECORDS, ACCOUNTING AND REPORTS                     
SECTION 8.1   Records and Accounting......................................  55
SECTION 8.2   Fiscal Year.................................................  55
SECTION 8.3   Reports.....................................................  56

                                 ARTICLE IX                                   
                                TAX MATTERS                                   
SECTION 9.1   Tax Returns and Information.................................  56
SECTION 9.2   Tax Elections...............................................  56
SECTION 9.3   Tax Controversies...........................................  56
SECTION 9.4   Withholding.................................................  57

                                 ARTICLE X                                    
                           ADMISSION OF PARTNERS                              
SECTION 10.1  Admission of Initial Limited Partners.......................  57
SECTION 10.2  Admission of Substituted Limited Partner....................  57
SECTION 10.3  Admission of Successor General Partners.....................  58
SECTION 10.4  Admission of Additional Limited Partners....................  58
SECTION 10.5  Amendment of Agreement and Certificate of Limited               
                Partnership...............................................  58

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                                                                [Download Table]
                                                                                 
                                    ARTICLE XI                                   
                        WITHDRAWAL OR REMOVAL OF PARTNERS                        
SECTION 11.1     Withdrawal of the Managing General Partner..................  58
SECTION 11.2     Removal of the Managing General Partner.....................  60
SECTION 11.3     Interest of Departing Partner and Successor General             
                   Partners..................................................  60
SECTION 11.4     Withdrawal or Removal of Special General Partner............  61
SECTION 11.5     Termination of Subordination Period, Conversion of              
                   Subordinated Units and Extinguishment of Cumulative Common    
                   Unit Arrearages...........................................  62
SECTION 11.6     Withdrawal of Limited Partners..............................  63

                                   ARTICLE XII                                   
                           DISSOLUTION AND LIQUIDATION                           
SECTION 12.1     Dissolution.................................................  63
SECTION 12.2     Continuation of the Business of the Partnership After           
                   Dissolution...............................................  63
SECTION 12.3     Liquidator..................................................  64
SECTION 12.4     Liquidation.................................................  64
SECTION 12.5     Cancellation of Certificate of Limited Partnership..........  65
SECTION 12.6     Return of Contributions.....................................  65
SECTION 12.7     Waiver of Partition.........................................  65
SECTION 12.8     Capital Account Restoration.................................  65

                                   ARTICLE XIII                                  
            AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE            
SECTION 13.1     Amendment to be Adopted Solely by the Managing General          
                   Partner...................................................  65
SECTION 13.2     Amendment Procedures........................................  66
SECTION 13.3     Amendment Requirements......................................  67
SECTION 13.4     Special Meetings............................................  67
SECTION 13.5     Notice of a Meeting.........................................  68
SECTION 13.6     Record Date.................................................  68
SECTION 13.7     Adjournment.................................................  68
SECTION 13.8     Waiver of Notice; Approval of Meeting; Approval of              
                   Minutes...................................................  68
SECTION 13.9     Quorum......................................................  68
SECTION 13.10    Conduct of a Meeting........................................  69
SECTION 13.11    Action Without a Meeting....................................  69
SECTION 13.12    Voting and Other Rights.....................................  70

                                   ARTICLE XIV                                   
                                      MERGER                                     
SECTION 14.1     Authority...................................................  70
SECTION 14.2     Procedure for Merger or Consolidation.......................  70
SECTION 14.3     Approval by Limited Partners of Merger or Consolidation.....  71
SECTION 14.4     Certificate of Merger.......................................  72
SECTION 14.5     Effect of Merger............................................  72

                                    ARTICLE XV                                   
                    RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS                   
SECTION 15.1     Right to Acquire Limited Partner Interests..................  72

                                   ARTICLE XVI                                   
                                GENERAL PROVISIONS                               
SECTION 16.1     Addresses and Notices.......................................  74
SECTION 16.2     Further Action..............................................  74
SECTION 16.3     Binding Effect..............................................  74
SECTION 16.4     Integration.................................................  74

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                                                                [Download Table]
                                                                              
SECTION 16.5   Creditors................................................... 74
SECTION 16.6   Waiver...................................................... 75
SECTION 16.7   Counterparts................................................ 75
SECTION 16.8   Applicable Law.............................................. 75
SECTION 16.9   Invalidity of Provisions.................................... 75
SECTION 16.10  Consent of Partners......................................... 75

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FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP 
OF
ALLIANCE RESOURCE PARTNERS, L.P.

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF   
ALLIANCE RESOURCE PARTNERS, L.P. dated as of           , 1999, is entered into  
by and among Alliance Resource Management GP, LLC, a Delaware limited liability 
company, as the Managing General Partner, Alliance Resource GP, LLC, a Delaware 
limited liability company, as the Special General Partner, and Thomas L.        
Pearson, as the Organizational Limited Partner, together with any other Persons 
who become Partners in the Partnership or parties hereto as provided herein. In 
consideration of the covenants, conditions and agreements contained herein, the 
parties hereto hereby agree as follows:                                         

ARTICLE I 

DEFINITIONS 

SECTION 1.1  Definitions.                                                       

The following definitions shall be for all purposes, unless otherwise 
clearly indicated to the contrary, applied to the terms used in this Agreement. 

"Acquisition" means any transaction in which any Group Member acquires
(through an asset acquisition, merger, stock acquisition or other form of       
investment) control over all or a portion of the assets, properties or business 
of another Person for the purpose of increasing, over the long term, the        
operating capacity of the Partnership Group from the operating capacity of the  
Partnership Group existing immediately prior to such transaction.               

   "Additional Book Basis" means the portion of any remaining Carrying Value
of an Adjusted Property that is attributable to positive adjustments made to    
such Carrying Value as a result of Book-Up Events. For purposes of determining  
the extent that Carrying Value constitutes Additional Book Basis:               

         (i) Any negative adjustment made to the Carrying Value of an Adjusted
   Property as a result of either a Book-Down Event or a Book-Up Event shall
     first be deemed to offset or decrease that portion of the Carrying Value of
such Adjusted Property that is attributable to any prior positive     
  adjustments made thereto pursuant to a Book-Up Event or Book-Down Event.

    (ii) If Carrying Value that constitutes Additional Book Basis is
  reduced as a result of a Book-Down Event and the Carrying Value of other
 property is increased as a result of such Book-Down Event, an allocable
portion of any such increase in Carrying Value shall be treated as    
    Additional Book Basis; provided that the amount treated as Additional Book
    Basis pursuant hereto as a result of such Book-Down Event shall not exceed
    the amount by which the Aggregate Remaining Net Positive Adjustments after
such Book-Down Event exceeds the remaining Additional Book Basis      
attributable to all of the Partnership's Adjusted Property after such 
Book-Down Event (determined without regard to the application of this 
clause (ii) to such Book-Down Event).                                 

  "Additional Book Basis Derivative Items" means any Book Basis Derivative
Items that are computed with reference to Additional Book Basis. To the extent  
that the Additional Book Basis attributable to all of the Partnership's Adjusted
Property as of the beginning of any taxable period exceeds the Aggregate        
Remaining Net Positive Adjustments as of the beginning of such period (the      
"Excess Additional Book Basis"), the Additional Book Basis Derivative Items for 
such period shall be reduced by the amount that bears the same ratio to the     
amount of Additional Book Basis Derivative Items determined without regard to   
this sentence as the Excess Additional Book Basis bears to the Additional Book  
Basis as of the beginning of such period.                                       

    "Additional Limited Partner" means a Person admitted to the Partnership as
a Limited Partner pursuant to Section 10.4 and who is shown as such on the books
and records of the Partnership.                                                 

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  "Adjusted Capital Account" means the Capital Account maintained for each
Partner as of the end of each fiscal year of the Partnership, (a) increased by  
any amounts that such Partner is obligated to restore under the standards set by
Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (or is deemed obligated to     
restore under Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5)) and (b)
decreased by (i) the amount of all losses and deductions that, as of the end of 
such fiscal year, are reasonably expected to be allocated to such Partner in    
subsequent years under Sections 704(e)(2) and 706(d) of the Code and Treasury   
Regulation Section 1.751-1(b)(2)(ii), and (ii) the amount of all distributions  
that, as of the end of such fiscal year, are reasonably expected to be made to  
such Partner in subsequent years in accordance with the terms of this Agreement 
or otherwise to the extent they exceed offsetting increases to such Partner's   
Capital Account that are reasonably expected to occur during (or prior to) the  
year in which such distributions are reasonably expected to be made (other than 
increases as a result of a minimum gain chargeback pursuant to Section 6.1(d)(i)
or 6.1(d)(ii)). The foregoing definition of Adjusted Capital Account is intended
to comply with the provisions of Treasury Regulation Section                    
1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. The       
"Adjusted Capital Account" of a Partner in respect of a General Partner         
Interest, a Common Unit, a Subordinated Unit or an Incentive Distribution Right 
or any other specified interest in the Partnership shall be the amount which    
such Adjusted Capital Account would be if such General Partner Interest, Common 
Unit, Subordinated Unit, Incentive Distribution Right or other interest in the  
Partnership were the only interest in the Partnership held by such Partner from 
and after the date on which such General Partner Interest, Common Unit,         
Subordinated Unit, Incentive Distribution Right or other interest was first     
issued.                                                                         

   "Adjusted Operating Surplus" means, with respect to any period, Operating
Surplus generated during such period (a) less (i) any net increase in Working   
Capital Borrowings during such period and (ii) any net reduction in cash        
reserves for Operating Expenditures during such period not relating to an       
Operating Expenditure made during such period, and (b) plus (i) any net decrease
in Working Capital Borrowings during such period, and (ii) any net increase in  
cash reserves for Operating Expenditures during such period required by any debt
instrument for the repayment of principal, interest or premium. Adjusted        
Operating Surplus does not include that portion of Operating Surplus included in
clause (a)(i) of the definition of Operating Surplus.                           

     "Adjusted Property" means any property the Carrying Value of which has been
adjusted pursuant to Section 5.5(d)(i) or 5.5(d)(ii).                           

"Affiliate" means, with respect to any Person, any other Person that  
directly or indirectly through one or more intermediaries controls, is          
controlled by or is under common control with, the Person in question. As used  
herein, the term "control" means the possession, direct or indirect, of the     
power to direct or cause the direction of the management and policies of a      
Person, whether through ownership of voting securities, by contract or          
otherwise.                                                                      

    "Aggregate Remaining Net Positive Adjustments" means, as of the end of any
taxable period, the sum of the Remaining Net Positive Adjustments of all the    
Partners.                                                                       

     "Agreed Allocation" means any allocation, other than a Required Allocation,
of an item of income, gain, loss or deduction pursuant to the provisions of     
Section 6.1, including, without limitation, a Curative Allocation (if           
appropriate to the context in which the term "Agreed Allocation" is used).      

   "Agreed Value" of any Contributed Property means the fair market value of
such property or other consideration at the time of contribution as determined  
by the Managing General Partner using such reasonable method of valuation as it 
may adopt. The Managing General Partner shall, in its discretion, use such      
method as it deems reasonable and appropriate to allocate the aggregate Agreed  
Value of Contributed Properties contributed to the Partnership in a single or   
integrated transaction among each separate property on a basis proportional to  
the fair market value of each Contributed Property.                             

"Agreement" means this First Amended and Restated Agreement of Limited
Partnership of Alliance Resource Partners, L.P., as it may be amended,          
supplemented or restated from time to time.                                     

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 "Assignee" means a Non-citizen Assignee or a Person to whom one or more
Limited Partner Interests have been transferred in a manner permitted under this
Agreement and who has executed and delivered a Transfer Application as required 
by this Agreement, but who has not been admitted as a Substituted Limited       
Partner.                                                                        

  "Associate" means, when used to indicate a relationship with any Person,
(a) any corporation or organization of which such Person is a director, officer 
or partner or is, directly or indirectly, the owner of 20% or more of any class 
of voting stock or other voting interest; (b) any trust or other estate in which
such Person has at least a 20% beneficial interest or as to which such Person   
serves as trustee or in a similar fiduciary capacity; and (c) any relative or   
spouse of such Person, or any relative of such spouse, who has the same         
principal residence as such Person.                                             

 "Available Cash" means, with respect to any Quarter ending prior to the
Liquidation Date, and without duplication:                                      

       (a) the sum of (i) all cash and cash equivalents of the Partnership
    Group on hand at the end of such Quarter, and (ii) all additional cash and
cash equivalents of the Partnership Group on hand on the date of      
     determination of Available Cash with respect to such Quarter resulting from
     Working Capital Borrowings made subsequent to the end of such Quarter, less

         (b) the amount of any cash reserves that are necessary or appropriate
     in the reasonable discretion of the Managing General Partner to (i) provide
    for the proper conduct of the business of the Partnership Group (including
    reserves for future capital expenditures and for anticipated future credit
 needs of the Partnership Group) subsequent to such Quarter, (ii) comply
  with applicable law or any loan agreement, security agreement, mortgage,
    debt instrument or other agreement or obligation to which any Group Member
is a party or by which it is bound or its assets are subject or (iii) 
    provide funds for distributions under Section 6.4 or 6.5 in respect of any
     one or more of the next four Quarters; provided, however, that the Managing
    General Partner may not establish cash reserves pursuant to (iii) above if
the effect of such reserves would be that the Partnership is unable to
     distribute the Minimum Quarterly Distribution on all Common Units, plus any
    Cumulative Common Unit Arrearage on all Common Units, with respect to such
   Quarter; and, provided further, that disbursements made by a Group Member
  or cash reserves established, increased or reduced after the end of such
   Quarter but on or before the date of determination of Available Cash with
 respect to such Quarter shall be deemed to have been made, established,
  increased or reduced, for purposes of determining Available Cash, within
such Quarter if the Managing General Partner so determines.           

     Notwithstanding the foregoing, "Available Cash" with respect to the Quarter
in which the Liquidation Date occurs and any subsequent Quarter shall equal     
zero.                                                                           

    "Book Basis Derivative Items" means any item of income, deduction, gain or
loss included in the determination of Net Income or Net Loss that is computed   
with reference to the Carrying Value of an Adjusted Property (e.g.,             
depreciation, depletion, or gain or loss with respect to an Adjusted Property). 

  "Book-Down Event" means an event which triggers a negative adjustment to
the Capital Accounts of the Partners pursuant to Section 5.5(d).                

     "Book-Tax Disparity" means with respect to any item of Contributed Property
or Adjusted Property, as of the date of any determination, the difference       
between the Carrying Value of such Contributed Property or Adjusted Property and
the adjusted basis thereof for federal income tax purposes as of such date. A   
Partner's share of the Partnership's Book-Tax Disparities in all of its         
Contributed Property and Adjusted Property will be reflected by the difference  
between such Partner's Capital Account balance as maintained pursuant to Section
5.5 and the hypothetical balance of such Partner's Capital Account computed as  
if it had been maintained strictly in accordance with federal income tax        
accounting principles.                                                          

    "Book-Up Event" means an event which triggers a positive adjustment to the
Capital Accounts of the Partners pursuant to Section 5.5(d).                    

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"Business Day" means Monday through Friday of each week, except that a
legal holiday recognized as such by the government of the United States of      
America or the states of New York or Texas shall not be regarded as a Business  
Day.                                                                            

"Capital Account" means the capital account maintained for a Partner  
pursuant to Section 5.5. The "Capital Account" of a Partner in respect of a     
General Partner Interest, a Common Unit, a Subordinated Unit, an Incentive      
Distribution Right or any other Partnership Interest shall be the amount which  
such Capital Account would be if such General Partner Interest, Common Unit,    
Subordinated Unit, Incentive Distribution Right or other Partnership Interest   
were the only interest in the Partnership held by such Partner from and after   
the date on which such General Partner Interest, Common Unit, Subordinated Unit,
Incentive Distribution Right or other Partnership Interest was first issued.    

   "Capital Contribution" means any cash, cash equivalents or the Net Agreed
Value of Contributed Property that a Partner contributes to the Partnership     
pursuant to this Agreement or the Contribution Agreement.                       

    "Capital Improvement" means any (a) addition or improvement to the capital
assets owned by any Group Member or (b) acquisition of existing, or the         
construction of new, capital assets (including, without limitation, coal mines, 
preparation plants and related assets), in each case if such addition,          
improvement, acquisition or construction is made to increase over the long term 
the operating capacity of the Partnership Group from the operating capacity of  
the Partnership Group existing immediately prior to such addition, improvement, 
acquisition or construction.                                                    

    "Capital Surplus" has the meaning assigned to such term in Section 6.3(a).

"Carrying Value" means (a) with respect to a Contributed Property, the
Agreed Value of such property reduced (but not below zero) by all depreciation, 
amortization and cost recovery deductions charged to the Partners' and          
Assignees' Capital Accounts in respect of such Contributed Property, and (b)    
with respect to any other Partnership property, the adjusted basis of such      
property for federal income tax purposes, all as of the time of determination.  
The Carrying Value of any property shall be adjusted from time to time in       
accordance with Sections 5.5(d)(i) and 5.5(d)(ii) and to reflect changes,       
additions or other adjustments to the Carrying Value for dispositions and       
acquisitions of Partnership properties, as deemed appropriate by the Managing   
General Partner.                                                                

"Cause" means a court of competent jurisdiction has entered a final,  
non-appealable judgment finding a General Partner liable for actual fraud, gross
negligence or willful or wanton misconduct in its capacity as a general partner 
of the Partnership.                                                             

    "Certificate" means a certificate (i) substantially in the form of Exhibit
A to this Agreement, (ii) issued in global form in accordance with the rules and
regulations of the Depositary or (iii) in such other form as may be adopted by  
the Managing General Partner in its discretion, issued by the Partnership       
evidencing ownership of one or more Common Units or a certificate, in such form 
as may be adopted by the Managing General Partner in its discretion, issued by  
the Partnership evidencing ownership of one or more other Partnership           
Securities.                                                                     

"Certificate of Limited Partnership" means the Certificate of Limited 
Partnership of the Partnership filed with the Secretary of State of the State of
Delaware as referenced in Section 2.1, as such Certificate of Limited           
Partnership may be amended, supplemented or restated from time to time.         

    "Citizenship Certification" means a properly completed certificate in such
form as may be specified by the Managing General Partner by which an Assignee or
a Limited Partner certifies that he (and if he is a nominee holding for the     
account of another Person, that to the best of his knowledge such other Person) 
is an Eligible Citizen.                                                         

"Claim" has the meaning assigned to such term in Section 7.12(c).     

   "Closing Date" means the first date on which Common Units are sold by the
Partnership to the Underwriters pursuant to the provisions of the Underwriting  
Agreement.                                                                      

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   "Closing Price" has the meaning assigned to such term in Section 15.1(a).

  "Code" means the Internal Revenue Code of 1986, as amended and in effect
from time to time. Any reference herein to a specific section or sections of the
Code shall be deemed to include a reference to any corresponding provision of   
successor law.                                                                  

"Combined Interest" has the meaning assigned to such term in Section  
11.3(a).                                                                        

  "Commission" means the United States Securities and Exchange Commission.

   "Common Unit" means a Partnership Security representing a fractional part
of the Partnership Interests of all Limited Partners and Assignees and of the   
General Partners (exclusive of their interests as holders of the General Partner
Interests and, with respect to the Managing General Partner, the Incentive      
Distribution Rights) and having the rights and obligations specified with       
respect to Common Units in this Agreement. The term "Common Unit" does not refer
to a Subordinated Unit prior to its conversion into a Common Unit pursuant to   
the terms hereof.                                                               

  "Common Unit Arrearage" means, with respect to any Common Unit, whenever
issued, as to any Quarter within the Subordination Period, the excess, if any,  
of (a) the Minimum Quarterly Distribution with respect to a Common Unit in      
respect of such Quarter over (b) the sum of all Available Cash distributed with 
respect to a Common Unit in respect of such Quarter pursuant to Section         
6.4(a)(i).                                                                      

  "Conflicts Committee" means a committee of the Board of Directors of the
Managing General Partner composed entirely of two or more directors who are     
neither security holders, officers nor employees of the Managing General Partner
nor officers, directors or employees of any Affiliate of the Managing General   
Partner.                                                                        

    "Contributed Property" means each property or other asset, in such form as
may be permitted by the Delaware Act, but excluding cash, contributed to the    
Partnership. Once the Carrying Value of a Contributed Property is adjusted      
pursuant to Section 5.5(d), such property shall no longer constitute a          
Contributed Property, but shall be deemed an Adjusted Property.                 

 "Contribution Agreement" means that certain Contribution and Assumption
Agreement, dated as of the Closing Date, among the Managing General Partner, the
Special General Partner, the Partnership, the Intermediate Partnership, the     
Operating Subsidiary and certain other parties, together with the additional    
conveyance documents and instruments contemplated or referenced thereunder.     

    "Cumulative Common Unit Arrearage" means, with respect to any Common Unit,
whenever issued, and as of the end of any Quarter, the excess, if any, of (a)   
the sum resulting from adding together the Common Unit Arrearage as to an       
Initial Common Unit for each of the Quarters within the Subordination Period    
ending on or before the last day of such Quarter over (b) the sum of any        
distributions theretofore made pursuant to Section 6.4(a)(ii) and the second    
sentence of Section 6.5 with respect to an Initial Common Unit (including any   
distributions to be made in respect of the last of such Quarters).              

"Curative Allocation" means any allocation of an item of income, gain,
deduction, loss or credit pursuant to the provisions of Section 6.1(d)(xi).     

 "Current Market Price" has the meaning assigned to such term in Section
15.1(a).                                                                        

    "Delaware Act" means the Delaware Revised Uniform Limited Partnership Act,
6 Del C. sec.17-101, et seq., as amended, supplemented or restated from time to 
time, and any successor to such statute.                                        

"Departing Partner" means a former General Partner from and after the 
effective date of any withdrawal or removal of such former General Partner      
pursuant to Section 11.1, 11.2 or 11.4.                                         

  "Depositary" means, with respect to any Units issued in global form, The
Depository Trust Company and its successors and permitted assigns.              

  "Economic Risk of Loss" has the meaning set forth in Treasury Regulation
Section 1.752-2(a).                                                             

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"Eligible Citizen" means a Person qualified to own interests in real  
property in jurisdictions in which any Group Member does business or proposes to
do business from time to time, and whose status as a Limited Partner or Assignee
does not or would not subject such Group Member to a significant risk of        
cancellation or forfeiture of any of its properties or any interest therein.    

     "Estimated Maintenance Capital Expenditures" means an estimate made in good
faith by the board of directors of the Managing General Partner (with the       
concurrence of the Conflicts Committee) of the average quarterly Maintenance    
Capital Expenditures that the Partnership will incur over the long term. The    
board of directors of the Managing General Partner will be permitted to make    
such estimate in any manner it determines reasonable in its sole discretion. The
estimate will be made annually and whenever an event occurs that is likely to   
result in a material adjustment to the amount of Maintenance Capital            
Expenditures on a long term basis. The Partnership shall disclose to its        
Partners the amount of Estimated Maintenance Capital Expenditures. Except as    
provided in the definition of Subordination Period, any adjustments to Estimated
Maintenance Capital Expenditures shall be prospective only.                     

"Event of Withdrawal" has the meaning assigned to such term in Section
11.1(a).                                                                        

"Expansion Capital Expenditures" means cash capital expenditures for  
Acquisitions or Capital Improvements. Expansion Capital Expenditures shall not  
include Maintenance Capital Expenditures.                                       

     "Final Subordinated Units" has the meaning assigned to such term in Section
6.1(d)(x).                                                                      

    "First Liquidation Target Amount" has the meaning assigned to such term in
Section 6.1(c)(i)(D).                                                           

"First Target Distribution" means $.55 per Unit per Quarter (or, with 
respect to the period commencing on the Closing Date and ending on September 30,
1999, it means the product of $.55 multiplied by a fraction of which the        
numerator is the number of days in such period, and of which the denominator is 
92), subject to adjustment in accordance with Sections 6.6 and 6.9.             

"General Partners" means the Managing General Partner and the Special 
General Partner and their successors and permitted assigns as managing general  
partner and special general partner, respectively, of the Partnership.          

"General Partner Interest" means the ownership interest of a General  
Partner in the Partnership (in its capacity as a general partner without        
reference to any Limited Partner Interest held by it) which may be evidenced by 
Partnership Securities or a combination thereof or interest therein, and        
includes any and all benefits to which a General Partner is entitled as provided
in this Agreement, together with all obligations of a General Partner to comply 
with the terms and provisions of this Agreement.                                

"Group" means a Person that with or through any of its Affiliates or  
Associates has any agreement, arrangement or understanding for the purpose of   
acquiring, holding, voting (except voting pursuant to a revocable proxy or      
consent given to such Person in response to a proxy or consent solicitation made
to 10 or more Persons) or disposing of any Partnership Securities with any other
Person that beneficially owns, or whose Affiliates or Associates beneficially   
own, directly or indirectly, Partnership Securities.                            

"Group Member" means a member of the Partnership Group.               

    "Holder" as used in Section 7.12, has the meaning assigned to such term in
Section 7.12(a).                                                                

    "Incentive Distribution Right" means a non-voting Limited Partner Interest
issued to the Managing General Partner in connection with the transfer of all of
its limited partner interests in the Intermediate Partnership to the Partnership
and substantially all of its member interests in the Operating Subsidiary to the
Intermediate Partnership pursuant to Section 5.2, which Partnership Interest    
will confer upon the holder thereof only the rights and obligations specifically
provided in this Agreement with respect to Incentive Distribution Rights (and no
other rights otherwise available to or other obligations of a holder of a       
Partnership Interest). Notwithstanding anything in this Agreement to the        
contrary, the holder of an Incentive Distribution Right shall not be entitled to
vote such Incentive Distribution Right on any Partnership matter except as may  
otherwise be required by law.                                                   

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"Incentive Distributions" means any amount of cash distributed to the 
holders of the Incentive Distribution Rights pursuant to Sections 6.4(a)(v),    
(vi) and (vii) and 6.4(b)(iii), (iv) and (v).                                   

"Indemnified Persons" has the meaning assigned to such term in Section
7.12(c).                                                                        

     "Indemnitee" means (a) each General Partner, (b) any Departing Partner, (c)
any Person who is or was an Affiliate of a General Partner or any Departing     
Partner, (d) any Person who is or was a member, partner, officer, director,     
employee, agent or trustee of any Group Member, a General Partner or any        
Departing Partner or any Affiliate of any Group Member, a General Partner or any
Departing Partner, and (e) any Person who is or was serving at the request of a 
General Partner or any Departing Partner or any Affiliate of a General Partner  
or any Departing Partner as an officer, director, employee, member, partner,    
agent, fiduciary or trustee of another Person; provided, that a Person shall not
be an Indemnitee by reason of providing, on a fee-for-services basis, trustee,  
fiduciary or custodial services.                                                

     "Initial Common Units" means the Common Units sold in the Initial Offering.

    "Initial Limited Partners" means the General Partners (with respect to the
Subordinated Units and the Incentive Distribution Rights received by them       
pursuant to Section 5.2) and the Underwriters, in each case upon being admitted 
to the Partnership in accordance with Section 10.1.                             

   "Initial Offering" means the initial offering and sale of Common Units to
the public, as described in the Registration Statement.                         

 "Initial Unit Price" means (a) with respect to the Common Units and the
Subordinated Units, the initial public offering price per Common Unit at which  
the Underwriters offered the Common Units to the public for sale as set forth on
the cover page of the prospectus included as part of the Registration Statement 
and first issued at or after the time the Registration Statement first became   
effective or (b) with respect to any other class or series of Units, the price  
per Unit at which such class or series of Units is initially sold by the        
Partnership, as determined by the Managing General Partner, in each case        
adjusted as the Managing General Partner determines to be appropriate to give   
effect to any distribution, subdivision or combination of Units.                

 "Interim Capital Transactions" means the following transactions if they
occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings 
of indebtedness and sales of debt securities (other than Working Capital        
Borrowings and other than for items purchased on open account in the ordinary   
course of business) by any Group Member; (b) sales of equity interests by any   
Group Member (including one-half of the Common Units sold to the Underwriters   
pursuant to the exercise of their over-allotment option); and (c) sales or other
voluntary or involuntary dispositions of any assets of any Group Member other   
than (i) sales or other dispositions of inventory, accounts receivable and other
assets in the ordinary course of business, and (ii) sales or other dispositions 
of assets as part of normal retirements or replacements.                        

"Intermediate Partnership" means Alliance Resource Operating Partners,
L.P., a Delaware limited partnership, and any successors thereto.               

"Intermediate Partnership Agreement" means the Agreement of Limited   
Partnership of Alliance Resource Operating Partners, L.P., as it may be amended,
supplemented or restated from time to time.                                     

"Issue Price" means the price at which a Unit is purchased from the   
Partnership, after taking into account any sales commission or underwriting     
discount charged to the Partnership.                                            

 "Limited Partner" means, unless the context otherwise requires, (a) the
Organizational Limited Partner prior to his withdrawal from the Partnership,    
each Initial Limited Partner, each Substituted Limited Partner, each Additional 
Limited Partner and any Departing Partner upon the change of its status from    
Managing General Partner to Limited Partner pursuant to Section 11.3 or (b)     
solely for purposes of Articles V, VI, VII and IX and Sections 12.3 and 12.4,   
each Assignee; provided, however, that when the term "Limited Partner" is used  
herein in the context of any vote or other approval, including without          
limitation Articles XIII and XIV, such term shall not, solely for such purpose, 
include any holder of an Incentive Distribution Right except as may otherwise be
required by law.                                                                

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"Limited Partner Interest" means the ownership interest of a Limited  
Partner or Assignee in the Partnership, which may be evidenced by Common Units, 
Subordinated Units, Incentive Distribution Rights or other Partnership          
Securities or a combination thereof or interest therein, and includes any and   
all benefits to which such Limited Partner or Assignee is entitled as provided  
in this Agreement, together with all obligations of such Limited Partner or     
Assignee to comply with the terms and provisions of this Agreement; provided,   
however, that when the term "Limited Partner Interest" is used herein in the    
context of any vote or other approval, including without limitation Articles    
XIII and XIV, such term shall not, solely for such purpose, include any holder  
of an Incentive Distribution Right except as may otherwise be required by law.  

 "Liquidation Date" means (a) in the case of an event giving rise to the
dissolution of the Partnership of the type described in clauses (a) and (b) of  
the first sentence of Section 12.2, the date on which the applicable time period
during which the holders of Outstanding Units have the right to elect to        
reconstitute the Partnership and continue its business has expired without such 
an election being made, and (b) in the case of any other event giving rise to   
the dissolution of the Partnership, the date on which such event occurs.        

 "Liquidator" means one or more Persons selected by the Managing General
Partner to perform the functions described in Section 12.3 as liquidating       
trustee of the Partnership within the meaning of the Delaware Act.              

"Maintenance Capital Expenditures" means cash capital expenditures    
(including expenditures for the addition or improvement to the capital assets   
owned by any Group Member or for the acquisition of existing, or the            
construction of new, capital assets (including, without limitation, coal mines, 
preparation plants and related assets) if such expenditure is made to maintain  
over the long term the operating capacity of the capital assets of the          
Partnership Group, as such assets existed at the time of such expenditure.      
Maintenance Capital Expenditures shall not include Expansion Capital            
Expenditures, but shall include reclamation expenses.                           

   "Managing General Partner" means Alliance Resource Management GP, LLC and
its successors and permitted assigns as managing general partner of the         
Partnership.                                                                    

   "Merger Agreement" has the meaning assigned to such term in Section 14.1.

   "Minimum Quarterly Distribution" means $.50 per Unit per Quarter (or with
respect to the period commencing on the Closing Date and ending on September 30,
1999, it means the product of $.50 multiplied by a fraction of which the        
numerator is the number of days in such period and of which the denominator is  
92), subject to adjustment in accordance with Sections 6.6 and 6.9.             

"National Securities Exchange" means an exchange registered with the  
Commission under Section 6(a) of the Securities Exchange Act of 1934, as        
amended, supplemented or restated from time to time, and any successor to such  
statute, or the Nasdaq Stock Market or any successor thereto.                   

    "Net Agreed Value" means, (a) in the case of any Contributed Property, the
Agreed Value of such property reduced by any liabilities either assumed by the  
Partnership upon such contribution or to which such property is subject when    
contributed, and (b) in the case of any property distributed to a Partner or    
Assignee by the Partnership, the Partnership's Carrying Value of such property  
(as adjusted pursuant to Section 5.5(d)(ii)) at the time such property is       
distributed, reduced by any indebtedness either assumed by such Partner or      
Assignee upon such distribution or to which such property is subject at the time
of distribution, in either case, as determined under Section 752 of the Code.   

"Net Income" means, for any taxable year, the excess, if any, of the  
Partnership's items of income and gain (other than those items taken into       
account in the computation of Net Termination Gain or Net Termination Loss) for 
such taxable year over the Partnership's items of loss and deduction (other than
those items taken into account in the computation of Net Termination Gain or Net
Termination Loss) for such taxable year. The items included in the calculation  
of Net Income shall be determined in accordance with Section 5.5(b) and shall   
not include any items specially allocated under Section 6.1(d); provided that   

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the determination of the items that have been specially allocated under Section 
6.1(d) shall be made as if Section 6.1(d)(xii) were not in this Agreement.      

"Net Loss" means, for any taxable year, the excess, if any, of the    
Partnership's items of loss and deduction (other than those items taken into    
account in the computation of Net Termination Gain or Net Termination Loss) for 
such taxable year over the Partnership's items of income and gain (other than   
those items taken into account in the computation of Net Termination Gain or Net
Termination Loss) for such taxable year. The items included in the calculation  
of Net Loss shall be determined in accordance with Section 5.5(b) and shall not 
include any items specially allocated under Section 6.1(d); provided that the   
determination of the items that have been specially allocated under Section     
6.1(d) shall be made as if Section 6.1(d)(xii) were not in this Agreement.      

    "Net Positive Adjustments" means, with respect to any Partner, the excess,
if any, of the total positive adjustments over the total negative adjustments   
made to the Capital Account of such Partner pursuant to Book-Up Events and      
Book-Down Events.                                                               

   "Net Termination Gain" means, for any taxable year, the sum, if positive,
of all items of income, gain, loss or deduction recognized by the Partnership   
after the Liquidation Date. The items included in the determination of Net      
Termination Gain shall be determined in accordance with Section 5.5(b) and shall
not include any items of income, gain or loss specially allocated under Section 
6.1(d).                                                                         

   "Net Termination Loss" means, for any taxable year, the sum, if negative,
of all items of income, gain, loss or deduction recognized by the Partnership   
after the Liquidation Date. The items included in the determination of Net      
Termination Loss shall be determined in accordance with Section 5.5(b) and shall
not include any items of income, gain or loss specially allocated under Section 
6.1(d).                                                                         

     "Non-citizen Assignee" means a Person whom the Managing General Partner has
determined in its discretion does not constitute an Eligible Citizen and as to  
whose Partnership Interest the Managing General Partner has become the          
Substituted Limited Partner, pursuant to Section 4.9.                           

"Nonrecourse Built-in Gain" means with respect to any Contributed     
Properties or Adjusted Properties that are subject to a mortgage or pledge      
securing a Nonrecourse Liability, the amount of any taxable gain that would be  
allocated to the Partners pursuant to Sections 6.2(b)(i)(A), 6.2(b)(ii)(A) and  
6.2(b)(iii) if such properties were disposed of in a taxable transaction in full
satisfaction of such liabilities and for no other consideration.                

"Nonrecourse Deductions" means any and all items of loss, deduction or
expenditure (including, without limitation, any expenditure described in Section
705(a)(2)(B) of the Code) that, in accordance with the principles of Treasury   
Regulation Section 1.704-2(b), are attributable to a Nonrecourse Liability.     

  "Nonrecourse Liability" has the meaning set forth in Treasury Regulation
Section 1.752-1(a)(2).                                                          

   "Notice of Election to Purchase" has the meaning assigned to such term in
Section 15.1(b).                                                                

   "Omnibus Agreement" means that Omnibus Agreement, dated as of the Closing
Date, among Alliance Resource Holdings, Inc., the Managing General Partner, the 
Special General Partner, the Partnership, the Intermediate Partnership and the  
Operating Subsidiary.                                                           

"Operating Expenditures" means all Partnership Group expenditures,    
including, but not limited to, taxes, reimbursements of the Managing General    
Partner, repayment of Working Capital Borrowings, debt service payments and     
capital expenditures, subject to the following:                                 

       (a) Payments (including prepayments) of principal of and premium on
 indebtedness other than Working Capital Borrowings shall not constitute
Operating Expenditures; and                                           

  (b) Operating Expenditures shall not include Expansion Capital
   Expenditures or actual Maintenance Capital Expenditures but shall include
Estimated Maintenance Capital Expenditures.                           

(c) Operating Expenditures shall not include (i) payment of 
transaction expenses relating to Interim Capital Transactions or (ii) 
distribution to partners.                                             
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"Operating Subsidiary" means Alliance Coal, LLC, a Delaware limited   
liability company, and any successors thereto.                                  

"Operating Subsidiary Agreement" means the Limited Liability Company  
Agreement of the Operating Subsidiary, as it may be amended, supplemented or    
restated from time to time.                                                     

   "Operating Surplus" means, with respect to any period ending prior to the
Liquidation Date, on a cumulative basis and without duplication,                

          (a) the sum of (i) $20.0 million plus all cash and cash equivalents of
  the Partnership Group on hand as of the close of business on the Closing
Date, (ii) all cash receipts of the Partnership Group for the period  
    beginning on the Closing Date and ending with the last day of such period,
   other than cash receipts from Interim Capital Transactions (except to the
extent specified in Section 6.5) and (iii) all cash receipts of the   
     Partnership Group after the end of such period but on or before the date of
  determination of Operating Surplus with respect to such period resulting
from Working Capital Borrowings, less                                 

         (b) the sum of (i) Operating Expenditures for the period beginning on
   the Closing Date and ending with the last day of such period and (ii) the
  amount of cash reserves that is necessary or advisable in the reasonable
discretion of the Managing General Partner to provide funds for future
Operating Expenditures; provided, however, that disbursements made    
    (including contributions to a Group Member or disbursements on behalf of a
    Group Member) or cash reserves established, increased or reduced after the
    end of such period but on or before the date of determination of Available
Cash with respect to such period shall be deemed to have been made,   
  established, increased or reduced, for purposes of determining Operating
     Surplus, within such period if the Managing General Partner so determines..

Notwithstanding the foregoing, "Operating Surplus" with respect to the
Quarter in which the Liquidation Date occurs and any subsequent Quarter shall   
equal zero.                                                                     

     "Opinion of Counsel" means a written opinion of counsel (who may be regular
counsel to the Partnership or either of the General Partners or any of their    
Affiliates) acceptable to the Managing General Partner in its reasonable        
discretion.                                                                     

     "Organizational Limited Partner" means Thomas L. Pearson in his capacity as
the organizational limited partner of the Partnership pursuant to this          
Agreement.                                                                      

"Outstanding" means, with respect to Partnership Securities, all      
Partnership Securities that are issued by the Partnership and reflected as      
outstanding on the Partnership's books and records as of the date of            
determination; provided, however, that if at any time any Person or Group (other
than the General Partners or their Affiliates) beneficially owns 20% or more of 
any Outstanding Partnership Securities of any class then Outstanding, all       
Partnership Securities owned by such Person or Group shall not be voted on any  
matter and shall not be considered to be Outstanding when sending notices of a  
meeting of Limited Partners to vote on any matter (unless otherwise required by 
law), calculating required votes, determining the presence of a quorum or for   
other similar purposes under this Agreement, except that Common Units so owned  
shall be considered to be Outstanding for purposes of Section 11.1(b)(iv) (such 
Common Units shall not, however, be treated as a separate class of Partnership  
Securities for purposes of this Agreement); provided, further, that the         
foregoing limitation shall not apply (i) to any Person or Group who acquired 20%
or more of any Outstanding Partnership Securities of any class then Outstanding 
directly from the General Partners or their Affiliates or (ii) to any Person or 
Group who acquired 20% or more of any Outstanding Partnership Securities of any 
class then Outstanding directly or indirectly from a Person or Group described  
in clause (i) provided that the General Partners shall have notified such Person
or Group in writing that such limitation shall not apply.                       

"Over-Allotment Option" means the over-allotment option granted to the
Underwriters by the Partnership pursuant to the Underwriting Agreement.         

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"Parity Units" means Common Units and all other Units having rights to
distributions or in liquidation ranking on a parity with the Common Units.      

     "Partner Nonrecourse Debt" has the meaning set forth in Treasury Regulation
Section 1.704-2(b)(4).                                                          

"Partner Nonrecourse Debt Minimum Gain" has the meaning set forth in  
Treasury Regulation Section 1.704-2(i)(2).                                      

     "Partner Nonrecourse Deductions" means any and all items of loss, deduction
or expenditure (including, without limitation, any expenditure described in     
Section 705(a)(2)(B) of the Code) that, in accordance with the principles of    
Treasury Regulation Section 1.704-2(i), are attributable to a Partner           
Nonrecourse Debt.                                                               

"Partners" means the General Partners and the Limited Partners.       

  "Partnership" means Alliance Resource Partners, L.P., a Delaware limited
partnership, and any successors thereto.                                        

  "Partnership Group" means the Partnership, the Intermediate Partnership,
the Operating Subsidiary and any Subsidiary of any such entity, treated as a    
single consolidated entity.                                                     

  "Partnership Interest" means an interest in the Partnership, which shall
include the General Partner Interests and Limited Partner Interests.            

    "Partnership Minimum Gain" means that amount determined in accordance with
the principles of Treasury Regulation Section 1.704-2(d).                       

    "Partnership Security" means any class or series of equity interest in the
Partnership (but excluding any options, rights, warrants and appreciation rights
relating to an equity interest in the Partnership), including without           
limitation, Common Units, Subordinated Units and Incentive Distribution Rights. 

   "Percentage Interest" means as of any date of determination (a) as to the
Managing General Partner (in its capacity as Managing General Partner without   
reference to any Limited Partner Interests held by it), .99%, (b) as to the     
Special General Partner (in its capacity as Special General Partner without     
reference to any Limited Partner Interests held by it), .01%, (c) as to any     
Unitholder or Assignee holding Units, the product obtained by multiplying (i)   
99% less the percentage applicable to paragraph (d) by (ii) the quotient        
obtained by dividing (A) the number of Units held by such Unitholder or Assignee
by (B) the total number of all Outstanding Units, and (d) as to the holders of  
additional Partnership Securities issued by the Partnership in accordance with  
Section 5.6, the percentage established as a part of such issuance. The         
Percentage Interest with respect to an Incentive Distribution Right shall at all
times be zero.                                                                  

   "Person" means an individual or a corporation, limited liability company,
partnership, joint venture, trust, unincorporated organization, association,    
government agency or political subdivision thereof or other entity.             

"Per Unit Capital Amount" means, as of any date of determination, the 
Capital Account, stated on a per Unit basis, underlying any Unit held by a      
Person other than the General Partners or any Affiliate of either General       
Partner who holds Units.                                                        

     "Pro Rata" means (a) when modifying Units or any class thereof, apportioned
equally among all designated Units in accordance with their relative Percentage 
Interests, (b) when modifying General Partners, apportioned among all General   
Partners in accordance with their relative Percentage Interests, (c) when       
modifying Partners and Assignees, apportioned among all Partners and Assignees  
in accordance with their relative Percentage Interests and (d) when modifying   
holders of Incentive Distribution Rights, apportioned equally among all holders 
of Incentive Distribution Rights in accordance with the relative number of      
Incentive Distribution Rights held by each such holder.                         

   "Purchase Date" means the date determined by the Managing General Partner
as the date for purchase of all Outstanding Units of a certain class (other than
Units owned by the General Partners and their Affiliates) pursuant to Article   
XV.                                                                             

     "Quarter" means, unless the context requires otherwise, a fiscal quarter of
the Partnership.                                                                

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   "Recapture Income" means any gain recognized by the Partnership (computed
without regard to any adjustment required by Section 734 or Section 743 of the  
Code) upon the disposition of any property or asset of the Partnership, which   
gain is characterized as ordinary income because it represents the recapture of 
deductions previously taken with respect to such property or asset.             

  "Record Date" means the date established by the Managing General Partner
for determining (a) the identity of the Record Holders entitled to notice of, or
to vote at, any meeting of Limited Partners or entitled to vote by ballot or    
give approval of Partnership action in writing without a meeting or entitled to 
exercise rights in respect of any lawful action of Limited Partners or (b) the  
identity of Record Holders entitled to receive any report or distribution or to 
participate in any offer.                                                       

    "Record Holder" means the Person in whose name a Common Unit is registered
on the books of the Transfer Agent as of the opening of business on a particular
Business Day, or with respect to other Partnership Securities, the Person in    
whose name any such other Partnership Security is registered on the books which 
the Managing General Partner has caused to be kept as of the opening of business
on such Business Day.                                                           

"Redeemable Interests" means any Partnership Interests for which a    
redemption notice has been given, and has not been withdrawn, pursuant to       
Section 4.10.                                                                   

"Registration Statement" means the Registration Statement on Form S-1 
(Registration No. 333-78845) as it has been or as it may be amended or          
supplemented from time to time, filed by the Partnership with the Commission    
under the Securities Act to register the offering and sale of the Common Units  
in the Initial Offering.                                                        

 "Remaining Net Positive Adjustments" means as of the end of any taxable
period, (i) with respect to the Unitholders holding Common Units or Subordinated
Units, the excess of (a) the Net Positive Adjustments of the Unitholders holding
Common Units or Subordinated Units as of the end of such period over (b) the sum
of those Partners' Share of Additional Book Basis Derivative Items for each     
prior taxable period, (ii) with respect to the General Partners (as holders of  
the General Partner Interests), the excess of (a) the Net Positive Adjustments  
of the General Partners as of the end of such period over (b) the sum of the    
General Partners' Share of Additional Book Basis Derivative Items with respect  
to the General Partner Interests for each prior taxable period, and (iii) with  
respect to the holders of Incentive Distribution Rights, the excess of (a) the  
Net Positive Adjustments of the holders of Incentive Distribution Rights as of  
the end of such period over (b) the sum of the Share of Additional Book Basis   
Derivative Items of the holders of the Incentive Distribution Rights for each   
prior taxable period.                                                           

   "Required Allocations" means (a) any limitation imposed on any allocation
of Net Losses or Net Termination Losses under Section 6.1(b) or 6.1(c)(ii) and  
(b) any allocation of an item of income, gain, loss or deduction pursuant to    
Section 6.1(d)(i), 6.1(d)(ii), 6.1(d)(iv), 6.1(d)(vii) or 6.1(d)(ix).           

   "Residual Gain" or "Residual Loss" means any item of gain or loss, as the
case may be, of the Partnership recognized for federal income tax purposes      
resulting from a sale, exchange or other disposition of a Contributed Property  
or Adjusted Property, to the extent such item of gain or loss is not allocated  
pursuant to Section 6.2(b)(i)(A) or 6.2(b)(ii)(A), respectively, to eliminate   
Book-Tax Disparities.                                                           

    "Restricted Business" has the meaning assigned to such term in the Omnibus
Agreement.                                                                      

     "Second Liquidation Target Amount" has the meaning assigned to such term in
Section 6.1(c)(i)(E).                                                           

 "Second Target Distribution" means $.625 per Unit per Quarter (or, with
respect to the period commencing on the Closing Date and ending on September 30,
1999, it means the product of $.625 multiplied by a fraction of which the       
numerator is equal to the number of days in such period and of which the        
denominator is 92), subject to adjustment in accordance with Sections 6.6 and   
6.9.                                                                            

     "Securities Act" means the Securities Act of 1933, as amended, supplemented
or restated from time to time and any successor to such statute.                

    "Share of Additional Book Basis Derivative Items" means in connection with
any allocation of Additional Book Basis Derivative Items for any taxable period,
(i) with respect to the Unitholders holding                                     

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Common Units or Subordinated Units, the amount that bears the same ratio to such
Additional Book Basis Derivative Items as the Unitholders' Remaining Net        
Positive Adjustments as of the end of such period bears to the Aggregate        
Remaining Net Positive Adjustments as of that time, (ii) with respect to the    
General Partners (as holder(s) of the General Partner Interests), the amount    
that bears the same ratio to such additional Book Basis Derivative Items as the 
General Partners' Remaining Net Positive Adjustments as of the end of such      
period bears to the Aggregate Remaining Net Positive Adjustment as of that time,
and (iii) with respect to the Partners holding Incentive Distribution Rights,   
the amount that bears the same ratio to such Additional Book Basis Derivative   
Items as the Remaining Net Positive Adjustments of the Partners holding the     
Incentive Distribution Rights as of the end of such period bears to the         
Aggregate Remaining Net Positive Adjustments as of that time.                   

"Special Approval" means approval by a majority of the members of the 
Conflicts Committee.                                                            

"Special General Partner" means Alliance Resource GP, LLC and its     
successors and permitted assigns as special general partner of the Partnership. 

"Subordinated Unit" means a Unit representing a fractional part of the
Partnership Interests of all Limited Partners and Assignees (other than of      
holders of the Incentive Distribution Rights) and having the rights and         
obligations specified with respect to Subordinated Units in this Agreement. The 
term "Subordinated Unit" as used herein does not include a Common Unit.         

    "Subordination Period" means the period commencing on the Closing Date and
ending on the first to occur of the following dates:                            

          (a) the first day of any Quarter beginning after September 30, 2004 in
 respect of which (i) (A) distributions of Available Cash from Operating
     Surplus on each of the Outstanding Common Units and Subordinated Units with
respect to each of the three consecutive, non-overlapping four-Quarter
    periods immediately preceding such date equaled or exceeded the sum of the
Minimum Quarterly Distribution on all Outstanding Common Units and    
Subordinated Units during such periods and (B) the Adjusted Operating 
 Surplus generated during each of the three consecutive, non-overlapping
  four-Quarter periods immediately preceding such date equaled or exceeded
  the sum of the Minimum Quarterly Distribution on all of the Common Units
     and Subordinated Units that were Outstanding during such periods on a fully
     diluted basis (i.e., taking into account for purposes of such determination
all Outstanding Common Units, all Outstanding Subordinated Units, all 
Common Units and Subordinated Units issuable upon exercise of employee
   options that have, as of the date of determination, already vested or are
     scheduled to vest prior to the end of the Quarter immediately following the
  Quarter with respect to which such determination is made, and all Common
 Units and Subordinated Units that have as of the date of determination,
been earned by but not yet issued to management of the Partnership in 
  respect of incentive compensation), plus the related distribution on the
 General Partner Interests in the Partnership and on the general partner
interests in the Intermediate Partnership and on the managing member  
  interest in the Operating Subsidiary, during such periods and (ii) there
are no Cumulative Common Unit Arrearages; and                         

    (b) the date on which the Managing General Partner is removed as
  general partner of the Partnership upon the requisite vote by holders of
    Outstanding Units under circumstances where Cause does not exist and Units
  held by the Managing General Partner and its Affiliates are not voted in
favor of such removal.                                                

 (c) For purposes of determining whether the test in subclause
(a)(i)(B) above has been satisfied, Adjusted Operating Surplus will be
     adjusted upwards or downwards if the Conflicts Committee determines in good
     faith that the amount of Estimated Maintenance Capital Expenditures used in
    the determination of Adjusted Operating Surplus in subclause (a)(i)(B) was
materially incorrect, based on circumstances prevailing at the time of
   original determination of Estimated Maintenance Capital Expenditures, for
any one or more of the preceding three four-quarter periods.          

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    "Subsidiary" means, with respect to any Person, (a) a corporation of which
more than 50% of the voting power of shares entitled (without regard to the     
occurrence of any contingency) to vote in the election of directors or other    
governing body of such corporation is owned, directly or indirectly, at the date
of determination, by such Person, by one or more Subsidiaries of such Person or 
a combination thereof, (b) a partnership (whether general or limited) in which  
such Person or a Subsidiary of such Person is, at the date of determination, a  
general or limited partner of such partnership, but only if more than 50% of the
partnership interests of such partnership (considering all of the partnership   
interests of the partnership as a single class) is owned, directly or           
indirectly, at the date of determination, by such Person, by one or more        
Subsidiaries of such Person, or a combination thereof, or (c) any other Person  
(other than a corporation or a partnership) in which such Person, one or more   
Subsidiaries of such Person, or a combination thereof, directly or indirectly,  
at the date of determination, has (i) at least a majority ownership interest or 
(ii) the power to elect or direct the election of a majority of the directors or
other governing body of such Person.                                            

   "Substituted Limited Partner" means a Person who is admitted as a Limited
Partner to the Partnership pursuant to Section 10.2 in place of and with all the
rights of a Limited Partner and who is shown as a Limited Partner on the books  
and records of the Partnership.                                                 

"Surviving Business Entity" has the meaning assigned to such term in  
Section 14.2(b).                                                                

"Third Target Distribution" means $.75 per Unit per Quarter (or, with 
respect to the period commencing on the Closing Date and ending on September 30,
1999, it means the product of $.75 multiplied by a fraction of which the        
numerator is equal to the number of days in such period and of which the        
denominator is 92), subject to adjustment in accordance with Sections 6.6 and   
6.9.                                                                            

 "Trading Day" has the meaning assigned to such term in Section 15.1(a).

"Transfer" has the meaning assigned to such term in Section 4.4(a).   

    "Transfer Agent" means such bank, trust company or other Person (including
the Managing General Partner or one of its Affiliates) as shall be appointed    
from time to time by the Partnership to act as registrar and transfer agent for 
the Common Units; provided that if no Transfer Agent is specifically designated 
for any other Partnership Securities, the Managing General Partner shall act in 
such capacity.                                                                  

   "Transfer Application" means an application and agreement for transfer of
Units in the form set forth on the back of a Certificate or in a form           
substantially to the same effect in a separate instrument.                      

  "Underwriter" means each Person named as an underwriter in Schedule I to
the Underwriting Agreement who purchases Common Units pursuant thereto.         

    "Underwriting Agreement" means the Underwriting Agreement dated     , 1999
among the Underwriters, the Partnership and certain other parties, providing for
the purchase of Common Units by such Underwriters.                              

"Unit" means a Partnership Security that is designated as a "Unit" and
shall include Common Units and Subordinated Units but shall not include (i) a   
General Partner Interest or (ii) Incentive Distribution Rights.                 

 "Unitholders" means the holders of Common Units and Subordinated Units.

     "Unit Majority" means, during the Subordination Period, at least a majority
of the Outstanding Common Units voting as a class and at least a majority of the
Outstanding Subordinated Units voting as a class, and thereafter, at least a    
majority of the Outstanding Common Units.                                       

     "Unpaid MQD" has the meaning assigned to such term in Section 6.1(c)(i)(B).

   "Unrealized Gain" attributable to any item of Partnership property means,
as of any date of determination, the excess, if any, of (a) the fair market     
value of such property as of such date (as determined under Section 5.5(d)) over
(b) the Carrying Value of such property as of such date (prior to any adjustment
to be made pursuant to Section 5.5(d) as of such date).                         
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   "Unrealized Loss" attributable to any item of Partnership property means,
as of any date of determination, the excess, if any, of (a) the Carrying Value  
of such property as of such date (prior to any adjustment to be made pursuant to
Section 5.5(d) as of such date) over (b) the fair market value of such property 
as of such date (as determined under Section 5.5(d)).                           

"Unrecovered Capital" means at any time, with respect to a Unit, the  
Initial Unit Price less the sum of all distributions constituting Capital       
Surplus theretofore made in respect of an Initial Common Unit and any           
distributions of cash (or the Net Agreed Value of any distributions in kind) in 
connection with the dissolution and liquidation of the Partnership theretofore  
made in respect of an Initial Common Unit, adjusted as the Managing General     
Partner determines to be appropriate to give effect to any distribution,        
subdivision or combination of such Units.                                       

  "U.S. GAAP" means United States Generally Accepted Accounting Principles
consistently applied.                                                           

  "Withdrawal Opinion of Counsel" has the meaning assigned to such term in
Section 11.1(b).                                                                

"Working Capital Borrowings" means borrowings used solely for working 
capital purposes or to pay distributions to partners made pursuant to a credit  
facility or other arrangement requiring all such borrowings thereunder to be    
reduced to a relatively small amount each year for an economically meaningful   
period of time.                                                                 

SECTION 1.2  Construction.                                                      

Unless the context requires otherwise: (a) any pronoun used in this   
Agreement shall include the corresponding masculine, feminine or neuter forms,  
and the singular form of nouns, pronouns and verbs shall include the plural and 
vice versa; (b) references to Articles and Sections refer to Articles and       
Sections of this Agreement; and (c) the term "include" or "includes" means      
includes, without limitation, and "including" means including, without          
limitation.                                                                     

ARTICLE II

ORGANIZATION

SECTION 2.1  Formation.                                                         

 The Special General Partner and the Organizational Limited Partner have
previously formed the Partnership as a limited partnership pursuant to the      
provisions of the Delaware Act and, together with the Managing General Partner, 
hereby amend and restate the original Agreement of Limited Partnership of       
Alliance Resource Partners, L.P. in its entirety. This amendment and restatement
shall become effective on the date of this Agreement. Except as expressly       
provided to the contrary in this Agreement, the rights, duties (including       
fiduciary duties), liabilities and obligations of the Partners and the          
administration, dissolution and termination of the Partnership shall be governed
by the Delaware Act. All Partnership Interests shall constitute personal        
property of the owner thereof for all purposes and a Partner has no interest in 
specific Partnership property.                                                  

SECTION 2.2  Name.                                                              

     The name of the Partnership shall be "Alliance Resource Partners, L.P." The
Partnership's business may be conducted under any other name or names deemed    
necessary or appropriate by the Managing General Partner in its sole discretion,
including the name of the Managing General Partner. The words "Limited          
Partnership," "L.P.," "Ltd." or similar words or letters shall be included in   
the Partnership's name where necessary for the purpose of complying with the    
laws of any jurisdiction that so requires. The                                  

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Managing General Partner in its discretion may change the name of the           
Partnership at any time and from time to time and shall notify the Limited      
Partners of such change in the next regular communication to the Limited        
Partners.                                                                       

SECTION 2.3  Registered Office; Registered Agent; Principal Office; Other       
Offices.                                              

  Unless and until changed by the Managing General Partner, the registered
office of the Partnership in the State of Delaware shall be located at 1013     
Center Road, Wilmington, Delaware 19805-1297, and the registered agent for      
service of process on the Partnership in the State of Delaware at such          
registered office shall be Corporation Service Company. The principal office of 
the Partnership shall be located at 1717 South Boulder Avenue, Tulsa, Oklahoma  
74119 or such other place as the Managing General Partner may from time to time 
designate by notice to the Limited Partners. The Partnership may maintain       
offices at such other place or places within or outside the State of Delaware as
the Managing General Partner deems necessary or appropriate. The address of the 
Managing General Partner shall be 1717 South Boulder Avenue, Tulsa, Oklahoma    
74119 or such other place as the Managing General Partner may from time to time 
designate by notice to the Limited Partners.                                    

SECTION 2.4  Purpose and Business.                                              

   The purpose and nature of the business to be conducted by the Partnership
shall be to (a) serve as a partner of the Intermediate Partnership and, in      
connection therewith, to exercise all the rights and powers conferred upon the  
Partnership as a partner of the Intermediate Partnership pursuant to the        
Intermediate Partnership Agreement or otherwise, (b) engage directly in, or     
enter into or form any corporation, partnership, joint venture, limited         
liability company or other arrangement to engage indirectly in, any business    
activity that the Intermediate Partnership is permitted to engage in by the     
Intermediate Partnership Agreement and any business activity that the Operating 
Subsidiary are permitted to engage in by the Operating Subsidiary Agreement,    
and, in connection therewith, to exercise all of the rights and powers conferred
upon the Partnership pursuant to the agreements relating to such business       
activity, (c) engage directly in, or enter into or form any corporation,        
partnership, joint venture, limited liability company or other arrangement to   
engage indirectly in, any business activity that is approved by the Managing    
General Partner and which lawfully may be conducted by a limited partnership    
organized pursuant to the Delaware Act and, in connection therewith, to exercise
all of the rights and powers conferred upon the Partnership pursuant to the     
agreements relating to such business activity; provided, however, that the      
Managing General Partner reasonably determines, as of the date of the           
acquisition or commencement of such activity, that such activity (i) generates  
"qualifying income" (as such term is defined pursuant to Section 7704 of the    
Code) or (ii) enhances the operations of an activity of the Intermediate        
Partnership or the Operating Subsidiary or a Partnership activity that generates
qualifying income, and (d) do anything necessary or appropriate to the          
foregoing, including the making of capital contributions or loans to a Group    
Member. The Managing General Partner has no obligation or duty to the           
Partnership, the Limited Partners, the Special General Partner or the Assignees 
to propose or approve, and in its discretion may decline to propose or approve, 
the conduct by the Partnership of any business.                                 

SECTION 2.5  Powers.                                                            

The Partnership shall be empowered to do any and all acts and things  
necessary, appropriate, proper, advisable, incidental to or convenient for the  
furtherance and accomplishment of the purposes and business described in Section
2.4 and for the protection and benefit of the Partnership.                      

SECTION 2.6  Power of Attorney.                                                 

    (a) Each Limited Partner and each Assignee hereby constitutes and appoints
the Managing General Partner and, if a Liquidator shall have been selected      
pursuant to Section 12.3, the Liquidator, (and any successor to the Liquidator  
by merger, transfer, assignment, election or otherwise) and each of their       

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authorized officers and attorneys-in-fact, as the case may be, with full power  
of substitution, as his true and lawful agent and attorney-in-fact, with full   
power and authority in his name, place and stead, to:                           

       (i) execute, swear to, acknowledge, deliver, file and record in the
appropriate public offices (A) all certificates, documents and other  
instruments (including this Agreement and the Certificate of Limited  
    Partnership and all amendments or restatements hereof or thereof) that the
   Managing General Partner or the Liquidator deems necessary or appropriate
to form, qualify or continue the existence or qualification of the    
     Partnership as a limited partnership (or a partnership in which the limited
    partners have limited liability) in the State of Delaware and in all other
jurisdictions in which the Partnership may conduct business or own    
  property; (B) all certificates, documents and other instruments that the
   Managing General Partner or the Liquidator deems necessary or appropriate
to reflect, in accordance with its terms, any amendment, change,      
modification or restatement of this Agreement; (C) all certificates,  
     documents and other instruments (including conveyances and a certificate of
 cancellation) that the Managing General Partner or the Liquidator deems
    necessary or appropriate to reflect the dissolution and liquidation of the
    Partnership pursuant to the terms of this Agreement; (D) all certificates,
documents and other instruments relating to the admission, withdrawal,
removal or substitution of any Partner pursuant to, or other events   
     described in, Article IV, X, XI or XII; (E) all certificates, documents and
    other instruments relating to the determination of the rights, preferences
and privileges of any class or series of Partnership Securities issued
pursuant to Section 5.6; and (F) all certificates, documents and other
    instruments (including agreements and a certificate of merger) relating to
   a merger or consolidation of the Partnership pursuant to Article XIV; and

     (ii) execute, swear to, acknowledge, deliver, file and record all
  ballots, consents, approvals, waivers, certificates, documents and other
 instruments necessary or appropriate, in the discretion of the Managing
General Partner or the Liquidator, to make, evidence, give, confirm or
    ratify any vote, consent, approval, agreement or other action that is made
    or given by the Partners hereunder or is consistent with the terms of this
     Agreement or is necessary or appropriate, in the discretion of the Managing
 General Partner or the Liquidator, to effectuate the terms or intent of
   this Agreement; provided, that when required by Section 13.3 or any other
  provision of this Agreement that establishes a percentage of the Limited
     Partners or of the Limited Partners of any class or series required to take
  any action, the Managing General Partner and the Liquidator may exercise
the power of attorney made in this Section 2.6(a)(ii) only after the  
necessary vote, consent or approval of the Limited Partners or of the 
Limited Partners of such class or series, as applicable.              

    Nothing contained in this Section 2.6(a) shall be construed as authorizing
the Managing General Partner to amend this Agreement except in accordance with  
Article XIII or as may be otherwise expressly provided for in this Agreement.   

  (b) The foregoing power of attorney is hereby declared to be irrevocable
and a power coupled with an interest, and it shall survive and, to the maximum  
extent permitted by law, not be affected by the subsequent death, incompetency, 
disability, incapacity, dissolution, bankruptcy or termination of any Limited   
Partner or Assignee and the transfer of all or any portion of such Limited      
Partner's or Assignee's Partnership Interest and shall extend to such Limited   
Partner's or Assignee's heirs, successors, assigns and personal representatives.
Each such Limited Partner or Assignee hereby agrees to be bound by any          
representation made by the Managing General Partner or the Liquidator acting in 
good faith pursuant to such power of attorney; and each such Limited Partner or 
Assignee, to the maximum extent permitted by law, hereby waives any and all     
defenses that may be available to contest, negate or disaffirm the action of the
Managing General Partner or the Liquidator taken in good faith under such power 
of attorney. Each Limited Partner or Assignee shall execute and deliver to the  
Managing General Partner or the Liquidator, within 15 days after receipt of the 
request therefor, such further designation, powers of attorney and other        
instruments as the Managing General Partner or the Liquidator deems necessary to
effectuate this Agreement and the purposes of the Partnership.                  

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SECTION 2.7  Term.                                                              

     The term of the Partnership commenced upon the filing of the Certificate of
Limited Partnership in accordance with the Delaware Act and shall continue in   
existence until the close of Partnership business on December 31, 2098 or until 
the earlier dissolution of the Partnership in accordance with the provisions of 
Article XII. The existence of the Partnership as a separate legal entity shall  
continue until the cancellation of the Certificate of Limited Partnership as    
provided in the Delaware Act.                                                   

SECTION 2.8  Title to Partnership Assets.                                       

  Title to Partnership assets, whether real, personal or mixed and whether
tangible or intangible, shall be deemed to be owned by the Partnership as an    
entity, and no Partner or Assignee, individually or collectively, shall have any
ownership interest in such Partnership assets or any portion thereof. Title to  
any or all of the Partnership assets may be held in the name of the Partnership,
the Managing General Partner, one or more of its Affiliates or one or more      
nominees, as the Managing General Partner may determine. The Managing General   
Partner hereby declares and warrants that any Partnership assets for which      
record title is held in the name of the Managing General Partner or one or more 
of its Affiliates or one or more nominees shall be held by the Managing General 
Partner or such Affiliate or nominee for the use and benefit of the Partnership 
in accordance with the provisions of this Agreement; provided, however, that the
Managing General Partner shall use reasonable efforts to cause record title to  
such assets (other than those assets in respect of which the Managing General   
Partner determines that the expense and difficulty of conveyancing makes        
transfer of record title to the Partnership impracticable) to be vested in the  
Partnership as soon as reasonably practicable; provided, further, that, prior to
the withdrawal or removal of the Managing General Partner or as soon thereafter 
as practicable, the Managing General Partner shall use reasonable efforts to    
effect the transfer of record title to the Partnership and, prior to any such   
transfer, will provide for the use of such assets in a manner satisfactory to   
the Managing General Partner. All Partnership assets shall be recorded as the   
property of the Partnership in its books and records, irrespective of the name  
in which record title to such Partnership assets is held.                       

ARTICLE III 

RIGHTS OF LIMITED PARTNERS

SECTION 3.1  Limitation of Liability.                                           

   The Limited Partners and the Assignees shall have no liability under this
Agreement except as expressly provided in this Agreement or the Delaware Act.   

SECTION 3.2  Management of Business.                                            

    No Limited Partner or Assignee, in its capacity as such, shall participate
in the operation, management or control (within the meaning of the Delaware Act)
of the Partnership's business, transact any business in the Partnership's name  
or have the power to sign documents for or otherwise bind the Partnership. Any  
action taken by any Affiliate of a General Partner or any officer, director,    
employee, member, general partner, agent or trustee of a General Partner or any 
of its Affiliates, or any officer, director, employee, member, general partner, 
agent or trustee of a Group Member, in its capacity as such, shall not be deemed
to be participation in the control of the business of the Partnership by a      
limited partner of the Partnership (within the meaning of Section 17-303(a) of  
the Delaware Act) and shall not affect, impair or eliminate the limitations on  
the liability of the Limited Partners or Assignees under this Agreement.        

SECTION 3.3  Outside Activities of the Limited Partners.                        

   Subject to the provisions of Section 7.5 and the Omnibus Agreement, which
shall continue to be applicable to the Persons referred to therein, regardless  
of whether such Persons shall also be Limited                                   

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Partners or Assignees, any Limited Partner or Assignee shall be entitled to and 
may have business interests and engage in business activities in addition to    
those relating to the Partnership, including business interests and activities  
in direct competition with the Partnership Group. Neither the Partnership nor   
any of the other Partners or Assignees shall have any rights by virtue of this  
Agreement in any business ventures of any Limited Partner or Assignee.          

SECTION 3.4  Rights of Limited Partners.                                        

     (a) In addition to other rights provided by this Agreement or by applicable
law, and except as limited by Section 3.4(b), each Limited Partner shall have   
the right, for a purpose reasonably related to such Limited Partner's interest  
as a limited partner in the Partnership, upon reasonable written demand and at  
such Limited Partner's own expense:                                             

       (i) to obtain true and full information regarding the status of the
business and financial condition of the Partnership;                  

   (ii) promptly after becoming available, to obtain a copy of the
  Partnership's federal, state and local income tax returns for each year;

      (iii) to have furnished to him a current list of the name and last
known business, residence or mailing address of each Partner;         

  (iv) to have furnished to him a copy of this Agreement and the
 Certificate of Limited Partnership and all amendments thereto, together
  with a copy of the executed copies of all powers of attorney pursuant to
which this Agreement, the Certificate of Limited Partnership and all  
amendments thereto have been executed;                                

        (v) to obtain true and full information regarding the amount of cash
and a description and statement of the Net Agreed Value of any other  
   Capital Contribution by each Partner and which each Partner has agreed to
    contribute in the future, and the date on which each became a Partner; and

      (vi) to obtain such other information regarding the affairs of the
Partnership as is just and reasonable.                                

 (b) The Managing General Partner may keep confidential from the Limited
Partners and Assignees, for such period of time as the Managing General Partner 
deems reasonable, (i) any information that the Managing General Partner         
reasonably believes to be in the nature of trade secrets or (ii) other          
information the disclosure of which the Managing General Partner in good faith  
believes (A) is not in the best interests of the Partnership Group, (B) could   
damage the Partnership Group or (C) that any Group Member is required by law or 
by agreement with any third party to keep confidential (other than agreements   
with Affiliates of the Partnership the primary purpose of which is to circumvent
the obligations set forth in this Section 3.4).                                 

ARTICLE IV

CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS;
REDEMPTION OF PARTNERSHIP INTERESTS 

SECTION 4.1  Certificates.                                                      

  Upon the Partnership's issuance of Common Units or Subordinated Units to
any Person, the Partnership shall issue one or more Certificates in the name of 
such Person evidencing the number of such Units being so issued. In addition,   
(a) upon a General Partner's request, the Partnership shall issue to it one or  
more Certificates in the name of the General Partner evidencing its interests in
the Partnership and (b) upon the request of any Person owning Incentive         
Distribution Rights or any other Partnership Securities other than Common Units 
or Subordinated Units, the Partnership shall issue to such Person one           
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or more certificates evidencing such Incentive Distribution Rights or other     
Partnership Securities other than Common Units or Subordinated Units.           
Certificates shall be executed on behalf of the Partnership by the Chairman of  
the Board, President or any Executive Vice President or Vice President and the  
Secretary or any Assistant Secretary of the Managing General Partner. No Common 
Unit Certificate shall be valid for any purpose until it has been countersigned 
by the Transfer Agent; provided, however, that if the Managing General Partner  
elects to issue Common Units in global form, the Common Unit Certificates shall 
be valid upon receipt of a certificate from the Transfer Agent certifying that  
the Common Units have been duly registered in accordance with the directions of 
the Partnership and the Underwriters. Subject to the requirements of Section    
6.7(b), the Partners holding Certificates evidencing Subordinated Units may     
exchange such Certificates for Certificates evidencing Common Units on or after 
the date on which such Subordinated Units are converted into Common Units       
pursuant to the terms of Section 5.8.                                           

SECTION 4.2  Mutilated, Destroyed, Lost or Stolen Certificates.                 

    (a) If any mutilated Certificate is surrendered to the Transfer Agent, the
appropriate officers of the Managing General Partner on behalf of the           
Partnership shall execute, and the Transfer Agent shall countersign and deliver 
in exchange therefor, a new Certificate evidencing the same number and type of  
Partnership Securities as the Certificate so surrendered.                       

   (b) The appropriate officers of the Managing General Partner on behalf of
the Partnership shall execute and deliver, and the Transfer Agent shall         
countersign a new Certificate in place of any Certificate previously issued if  
the Record Holder of the Certificate:                                           

       (i) makes proof by affidavit, in form and substance satisfactory to
the Partnership, that a previously issued Certificate has been lost,  
destroyed or stolen;                                                  

          (ii) requests the issuance of a new Certificate before the Partnership
    has notice that the Certificate has been acquired by a purchaser for value
in good faith and without notice of an adverse claim;                 

        (iii) if requested by the Partnership, delivers to the Partnership a
     bond, in form and substance satisfactory to the Partnership, with surety or
   sureties and with fixed or open penalty as the Partnership may reasonably
     direct, in its sole discretion, to indemnify the Partnership, the Partners,
    the Managing General Partner and the Transfer Agent against any claim that
 may be made on account of the alleged loss, destruction or theft of the
Certificate; and                                                      

   (iv) satisfies any other reasonable requirements imposed by the
Partnership.                                                          

   If a Limited Partner or Assignee fails to notify the Partnership within a
reasonable time after he has notice of the loss, destruction or theft of a      
Certificate, and a transfer of the Limited Partner Interests represented by the 
Certificate is registered before the Partnership, the Managing General Partner  
or the Transfer Agent receives such notification, the Limited Partner or        
Assignee shall be precluded from making any claim against the Partnership, the  
Managing General Partner or the Transfer Agent for such transfer or for a new   
Certificate.                                                                    

(c) As a condition to the issuance of any new Certificate under this  
Section 4.2, the Partnership may require the payment of a sum sufficient to     
cover any tax or other governmental charge that may be imposed in relation      
thereto and any other expenses (including the fees and expenses of the Transfer 
Agent) reasonably connected therewith.                                          

SECTION 4.3  Record Holders.                                                    

 The Partnership shall be entitled to recognize the Record Holder as the
Partner or Assignee with respect to any Partnership Interest and, accordingly,  
shall not be bound to recognize any equitable or other claim to or interest in  
such Partnership Interest on the part of any other Person, regardless of whether
the Partnership shall have actual or other notice thereof, except as otherwise  
provided by law or any applicable rule, regulation, guideline or requirement of 
any National Securities Exchange on which such Partnership                      
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Interests are listed for trading. Without limiting the foregoing, when a Person 
(such as a broker, dealer, bank, trust company or clearing corporation or an    
agent of any of the foregoing) is acting as nominee, agent or in some other     
representative capacity for another Person in acquiring and/or holding          
Partnership Interests, as between the Partnership on the one hand, and such     
other Persons on the other, such representative Person (a) shall be the Partner 
or Assignee (as the case may be) of record and beneficially, (b) must execute   
and deliver a Transfer Application and (c) shall be bound by this Agreement and 
shall have the rights and obligations of a Partner or Assignee (as the case may 
be) hereunder and as, and to the extent, provided for herein.                   

SECTION 4.4  Transfer Generally.                                                

(a) The term "transfer," when used in this Agreement with respect to a
Partnership Interest, shall be deemed to refer to a transaction by which a      
General Partner assigns its General Partner Interest to another Person who      
becomes a General Partner, by which the holder of a Limited Partner Interest    
assigns such Limited Partner Interest to another Person who is or becomes a     
Limited Partner or an Assignee, and includes a sale, assignment, gift, pledge,  
encumbrance, hypothecation, mortgage, exchange or any other disposition by law  
or otherwise.                                                                   

(b) No Partnership Interest shall be transferred, in whole or in part,
except in accordance with the terms and conditions set forth in this Article IV.
Any transfer or purported transfer of a Partnership Interest not made in        
accordance with this Article IV shall be null and void.                         

 (c) Nothing contained in this Agreement shall be construed to prevent a
disposition by any stockholder of a General Partner of any or all of the issued 
and outstanding stock of such General Partner.                                  

SECTION 4.5  Registration and Transfer of Limited Partner Interests.            

(a) The Partnership shall keep or cause to be kept on behalf of the   
Partnership a register in which, subject to such reasonable regulations as it   
may prescribe and subject to the provisions of Section 4.5(b), the Partnership  
will provide for the registration and transfer of Limited Partner Interests. The
Transfer Agent is hereby appointed registrar and transfer agent for the purpose 
of registering Common Units and transfers of such Common Units as herein        
provided. The Partnership shall not recognize transfers of Certificates         
evidencing Limited Partner Interests unless such transfers are effected in the  
manner described in this Section 4.5. Upon surrender of a Certificate for       
registration of transfer of any Limited Partner Interests evidenced by a        
Certificate, and subject to the provisions of Section 4.5(b), the appropriate   
officers of the Managing General Partner on behalf of the Partnership shall     
execute and deliver, and in the case of Common Units, the Transfer Agent shall  
countersign and deliver, in the name of the holder or the designated transferee 
or transferees, as required pursuant to the holder's instructions, one or more  
new Certificates evidencing the same aggregate number and type of Limited       
Partner Interests as was evidenced by the Certificate so surrendered.           

    (b) Except as otherwise provided in Section 4.9, the Partnership shall not
recognize any transfer of Limited Partner Interests until the Certificates      
evidencing such Limited Partner Interests are surrendered for registration of   
transfer and such Certificates are accompanied by a Transfer Application duly   
executed by the transferee (or the transferee's attorney-in-fact duly authorized
in writing). No charge shall be imposed by the Partnership for such transfer;   
provided, that as a condition to the issuance of any new Certificate under this 
Section 4.5, the Partnership may require the payment of a sum sufficient to     
cover any tax or other governmental charge that may be imposed with respect     
thereto.                                                                        

(c) Limited Partner Interests may be transferred only in the manner   
described in this Section 4.5. The transfer of any Limited Partner Interests and
the admission of any new Limited Partner shall not constitute an amendment to   
this Agreement.                                                                 

 (d) Until admitted as a Substituted Limited Partner pursuant to Section
10.2, the Record Holder of a Limited Partner Interest shall be an Assignee in   
respect of such Limited Partner Interest. Limited                               

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Partners may include custodians, nominees or any other individual or entity in  
its own or any representative capacity.                                         

(e) A transferee of a Limited Partner Interest who has completed and  
delivered a Transfer Application shall be deemed to have (i) requested admission
as a Substituted Limited Partner, (ii) agreed to comply with and be bound by and
to have executed this Agreement, (iii) represented and warranted that such      
transferee has the right, power and authority and, if an individual, the        
capacity to enter into this Agreement, (iv) granted the powers of attorney set  
forth in this Agreement and (v) given the consents and approvals and made the   
waivers contained in this Agreement.                                            

   (f) The General Partners and their Affiliates shall have the right at any
time to transfer their Subordinated Units and Common Units (whether issued upon 
conversion of the Subordinated Units or otherwise) to one or more Persons.      

SECTION 4.6  Transfer of the General Partners' General Partner Interests.       

     (a) Subject to Section 4.6(c) below, prior to September 30, 2009, a General
Partner shall not transfer all or any part of its General Partner Interest to a 
Person unless such transfer (i) has been approved by the prior written consent  
or vote of the holders of at least a majority of the Outstanding Common Units   
(excluding Common Units held by the General Partners and their Affiliates) or   
(ii) is of all, but not less than all, of its General Partner Interest to (A) an
Affiliate of such General Partner or (B) another Person in connection with the  
merger or consolidation of such General Partner with or into another Person or  
the transfer by such General Partner of all or substantially all of its assets  
to another Person.                                                              

(b) Subject to Section 4.6(c) below, on or after September 30, 2009, a
General Partner may transfer all or any of its General Partner Interest without 
Unitholder approval.                                                            

(c) Notwithstanding anything herein to the contrary, no transfer by a 
General Partner of all or any part of its General Partner Interest to another   
Person shall be permitted unless (i) the transferee agrees to assume the rights 
and duties of such General Partner under this Agreement and the Intermediate    
Partnership Agreement and, in the case of the Managing General Partner, the     
managing member under the Operating Subsidiary Agreement and to be bound by the 
provisions of this Agreement, the Intermediate Partnership Agreement and, in the
case of the Managing General Partner, the Operating Subsidiary Agreement, (ii)  
the Partnership receives an Opinion of Counsel that such transfer would not     
result in the loss of limited liability of any Limited Partner or of any limited
partner of the Intermediate Partnership or of any member of the Operating       
Subsidiary or cause the Partnership, the Intermediate Partnership or the        
Operating Subsidiary to be treated as an association taxable as a corporation or
otherwise to be taxed as an entity for federal income tax purposes (to the      
extent not already so treated or taxed), (iii) in the case of a transfer of the 
Managing Partner's General Partner Interest, such transferee also agrees to     
purchase all (or the appropriate portion thereof, if applicable) of the         
partnership interest of the Managing General Partner as the general partner or  
managing member of each other Group Member and (iv) in the case of a transfer of
the Special General Partner's General Partner Interest (x) such transferee also 
agrees to purchase all (or the appropriate portion thereof, if applicable) of   
the partnership interest of the Special General Partner as the general partner  
of the Intermediate Partnership and (y) the Managing General Partner consents to
such transfer. In the case of a transfer pursuant to and in compliance with this
Section 4.6, the transferee or successor (as the case may be) shall, subject to 
compliance with the terms of Section 10.3, be admitted to the Partnership as a  
General Partner immediately prior to the transfer of the Partnership Interest,  
and the business of the Partnership shall continue without dissolution.         

SECTION 4.7  Transfer of Incentive Distribution Rights.                         

    Prior to September 30, 2009, a holder of Incentive Distribution Rights may
transfer any or all of the Incentive Distribution Rights held by such holder    
without any consent of the Unitholders (a) to an Affiliate or (b) to another    
Person in connection with (i) the merger or consolidation of such holder of     
Incentive Distribution Rights with or into such other Person or (ii) the        
transfer by such holder of all or                                               

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substantially all of its assets to such other Person. Any other transfer of the 
Incentive Distribution Rights prior to September 30, 2009, shall require the    
prior approval of holders of at least a majority of the Outstanding Common Units
(excluding Common Units held by the General Partners and their Affiliates). On  
or after September 30, 2009, the Managing General Partner or any other holder of
Incentive Distribution Rights may transfer any or all of its Incentive          
Distribution Rights without Unitholder approval. Notwithstanding anything herein
to the contrary, no transfer of Incentive Distribution Rights to another Person 
shall be permitted unless the transferee agrees to be bound by the provisions of
this Agreement. The Managing General Partner shall have the authority (but shall
not be required) to adopt such reasonable restrictions on the transfer of       
Incentive Distribution Rights and requirements for registering the transfer of  
Incentive Distribution Rights as the Managing General Partner, in its sole      
discretion, shall determine are necessary or appropriate.                       

SECTION 4.8  Restrictions on Transfers.                                         

 (a) Except as provided in Section 4.8(d) below, but notwithstanding the
other provisions of this Article IV, no transfer of any Partnership Interests   
shall be made if such transfer would (i) violate the then applicable federal or 
state securities laws or rules and regulations of the Commission, any state     
securities commission or any other governmental authority with jurisdiction over
such transfer, (ii) terminate the existence or qualification of the Partnership,
the Intermediate Partnership or the Operating Subsidiary under the laws of the  
jurisdiction of its formation, or (iii) cause the Partnership, the Intermediate 
Partnership or the Operating Subsidiary to be treated as an association taxable 
as a corporation or otherwise to be taxed as an entity for federal income tax   
purposes (to the extent not already so treated or taxed).                       

     (b) The Managing General Partner may impose restrictions on the transfer of
Partnership Interests if a subsequent Opinion of Counsel determines that such   
restrictions are necessary to avoid a significant risk of the Partnership, the  
Intermediate Partnership or the Operating Subsidiary becoming taxable as a      
corporation or otherwise to be taxed as an entity for federal income tax        
purposes. The restrictions may be imposed by making such amendments to this     
Agreement as the Managing General Partner may determine to be necessary or      
appropriate to impose such restrictions; provided, however, that any amendment  
that the Managing General Partner believes, in the exercise of its reasonable   
discretion, could result in the delisting or suspension of trading of any class 
of Limited Partner Interests on the principal National Securities Exchange on   
which such class of Limited Partner Interests is then traded must be approved,  
prior to such amendment being effected, by the holders of at least a majority of
the Outstanding Limited Partner Interests of such class.                        

  (c) The transfer of a Subordinated Unit that has converted into a Common
Unit shall be subject to the restrictions imposed by Section 6.7(b).            

   (d) Nothing contained in this Article IV, or elsewhere in this Agreement,
shall preclude the settlement of any transactions involving Partnership         
Interests entered into through the facilities of any National Securities        
Exchange on which such Partnership Interests are listed for trading.            

SECTION 4.9  Citizenship Certificates; Non-citizen Assignees.                   

(a) If any Group Member is or becomes subject to any federal, state or
local law or regulation that, in the reasonable determination of the Managing   
General Partner, creates a substantial risk of cancellation or forfeiture of any
property in which the Group Member has an interest based on the nationality,    
citizenship or other related status of a Limited Partner or Assignee, the       
Managing General Partner may request any Limited Partner or Assignee to furnish 
to the Managing General Partner, within 30 days after receipt of such request,  
an executed Citizenship Certification or such other information concerning his  
nationality, citizenship or other related status (or, if the Limited Partner or 
Assignee is a nominee holding for the account of another Person, the            
nationality, citizenship or other related status of such Person) as the Managing
General Partner may request. If a Limited Partner or Assignee fails to furnish  
to the Managing General Partner within the aforementioned 30-day period such    
Citizenship Certification or other requested                                    

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information or if upon receipt of such Citizenship Certification or other       
requested information the Managing General Partner determines, with the advice  
of counsel, that a Limited Partner or Assignee is not an Eligible Citizen, the  
Partnership Interests owned by such Limited Partner or Assignee shall be subject
to redemption in accordance with the provisions of Section 4.10. In addition,   
the Managing General Partner may require that the status of any such Partner or 
Assignee be changed to that of a Non-citizen Assignee and, thereupon, the       
Managing General Partner shall be substituted for such Non-citizen Assignee as  
the Limited Partner in respect of his Limited Partner Interests.                

(b) The Managing General Partner shall, in exercising voting rights in
respect of Limited Partner Interests held by it on behalf of Non-citizen        
Assignees, distribute the votes in the same ratios as the votes of Partners     
(including without limitation the General Partners) in respect of Limited       
Partner Interests other than those of Non-citizen Assignees are cast, either    
for, against or abstaining as to the matter.                                    

    (c) Upon dissolution of the Partnership, a Non-citizen Assignee shall have
no right to receive a distribution in kind pursuant to Section 12.4 but shall be
entitled to the cash equivalent thereof, and the Partnership shall provide cash 
in exchange for an assignment of the Non-citizen Assignee's share of the        
distribution in kind. Such payment and assignment shall be treated for          
Partnership purposes as a purchase by the Partnership from the Non-citizen      
Assignee of his Limited Partner Interest (representing his right to receive his 
share of such distribution in kind).                                            

(d) At any time after he can and does certify that he has become an   
Eligible Citizen, a Non-citizen Assignee may, upon application to the Managing  
General Partner, request admission as a Substituted Limited Partner with respect
to any Limited Partner Interests of such Non-citizen Assignee not redeemed      
pursuant to Section 4.10, and upon his admission pursuant to Section 10.2, the  
Managing General Partner shall cease to be deemed to be the Limited Partner in  
respect of the Non-citizen Assignee's Limited Partner Interests.                

SECTION 4.10  Redemption of Partnership Interests of Non-citizen Assignees.     

(a) If at any time a Limited Partner or Assignee fails to furnish a   
Citizenship Certification or other information requested within the 30-day      
period specified in Section 4.9(a), or if upon receipt of such Citizenship      
Certification or other information the Managing General Partner determines, with
the advice of counsel, that a Limited Partner or Assignee is not an Eligible    
Citizen, the Partnership may, unless the Limited Partner or Assignee establishes
to the satisfaction of the Managing General Partner that such Limited Partner or
Assignee is an Eligible Citizen or has transferred his Partnership Interests to 
a Person who is an Eligible Citizen and who furnishes a Citizenship             
Certification to the Managing General Partner prior to the date fixed for       
redemption as provided below, redeem the Partnership Interest of such Limited   
Partner or Assignee as follows:                                                 

       (i) The Managing General Partner shall, not later than the 30th day
before the date fixed for redemption, give notice of redemption to the
    Limited Partner or Assignee, at his last address designated on the records
    of the Partnership or the Transfer Agent, by registered or certified mail,
postage prepaid. The notice shall be deemed to have been given when so
   mailed. The notice shall specify the Redeemable Interests, the date fixed
    for redemption, the place of payment, that payment of the redemption price
  will be made upon surrender of the Certificate evidencing the Redeemable
  Interests and that on and after the date fixed for redemption no further
     allocations or distributions to which the Limited Partner or Assignee would
     otherwise be entitled in respect of the Redeemable Interests will accrue or
be made.                                                              

         (ii) The aggregate redemption price for Redeemable Interests shall be
   an amount equal to the Current Market Price (the date of determination of
    which shall be the date fixed for redemption) of Limited Partner Interests
    of the class to be so redeemed multiplied by the number of Limited Partner
   Interests of each such class included among the Redeemable Interests. The
   redemption price shall be paid, in the discretion of the Managing General
    Partner, in cash or by delivery of a promissory note of the Partnership in
    the principal amount of the redemption price, bearing interest at the rate
of 10%                                                                

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annually and payable in three equal annual installments of principal  
  together with accrued interest, commencing one year after the redemption
date.                                                                 

  (iii) Upon surrender by or on behalf of the Limited Partner or
Assignee, at the place specified in the notice of redemption, of the  
    Certificate evidencing the Redeemable Interests, duly endorsed in blank or
     accompanied by an assignment duly executed in blank, the Limited Partner or
     Assignee or his duly authorized representative shall be entitled to receive
the payment therefor.                                                 

        (iv) After the redemption date, Redeemable Interests shall no longer
constitute issued and Outstanding Limited Partner Interests.          

     (b) The provisions of this Section 4.10 shall also be applicable to Limited
Partner Interests held by a Limited Partner or Assignee as nominee of a Person  
determined to be other than an Eligible Citizen.                                

     (c) Nothing in this Section 4.10 shall prevent the recipient of a notice of
redemption from transferring his Limited Partner Interest before the redemption 
date if such transfer is otherwise permitted under this Agreement. Upon receipt 
of notice of such a transfer, the Managing General Partner shall withdraw the   
notice of redemption, provided the transferee of such Limited Partner Interest  
certifies to the satisfaction of the Managing General Partner in a Citizenship  
Certification delivered in connection with the Transfer Application that he is  
an Eligible Citizen. If the transferee fails to make such certification, such   
redemption shall be effected from the transferee on the original redemption     
date.                                                                           

ARTICLE V 

CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS 

SECTION 5.1  Organizational Contributions.                                      

     In connection with the formation of the Partnership under the Delaware Act,
the Special General Partner made an initial Capital Contribution to the         
Partnership in the amount of $990.00, for a certain interest in the Partnership 
and has been admitted as a General Partner and as a Limited Partner of the      
Partnership, and the Organizational Limited Partner made an initial Capital     
Contribution to the Partnership in the amount of $10.00 for an interest in the  
Partnership and has been admitted as a Limited Partner of the Partnership. As of
the Closing Date, the interest of the Organizational Limited Partner shall be   
redeemed as provided in the Contribution Agreement; the initial Capital         
Contributions of each Partner shall thereupon be refunded; and the              
Organizational Limited Partner shall cease to be a Limited Partner of the       
Partnership. One percent of any interest or other profit that may have resulted 
from the investment or other use of such initial Capital Contributions shall be 
allocated and distributed to the Organizational Limited Partner, and the balance
thereof shall be allocated and distributed to the Special General Partner.      

SECTION 5.2  Contributions by the General Partners and their Affiliates.        

    (a) On the Closing Date and pursuant to the Contribution Agreement (i) the
Managing General Partner shall contribute $3.1 million in cash to the           
Partnership in exchange for a .99% managing general partner interest in the     
Partnership and the Incentive Distribution Rights, (ii) the Managing General    
Partner shall contribute $3.2 million in cash to the Intermediate Partnership in
exchange for a 1.0001% managing general partner interest in the Intermediate    
Partnership, (iii) the Managing General Partner shall contribute $3,139 to the  
Operating Subsidiary in exchange for a .001% managing member interest in the    
Operating Subsidiary, (iv) the Special General Partner shall contribute a 100%  
interest in the operating subsidiary to the Intermediate Partnership in exchange
for (A) a .001% general partner interest in the Intermediate Partnership, (B) a 
limited partner interest in the Intermediate Partnership and (C) the            
Intermediate Partnership's assumption of the Special General Partner's          
obligations under $180 million of senior notes and a $100 million credit        
facility and (v) the Special General Partner shall contribute its limited       
partner interest in the Intermediate Partnership to the Partnership in exchange 
for (A) a .001% general partner interest in the Partnership and (B) 6,413,075   
Subordinated Units.                                                             

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  (b) Upon the issuance of any additional Limited Partner Interests by the
Partnership (other than the issuance of the Common Units issued in the Initial  
Offering and other than the issuance of one-half of the Common Units issued     
pursuant to the Over-Allotment Option), the Managing General Partner and the    
Special General Partner shall be required to make additional Capital            
Contributions equal to its percentage interest of 1/99th of any amount          
contributed to the Partnership by the Limited Partners in exchange for such     
additional Limited Partner Interests. Except as set forth in the immediately    
preceding sentence and Article XII, the General Partners shall not be obligated 
to make any additional Capital Contributions to the Partnership.                

SECTION 5.3  Contributions by Initial Limited Partners and Reimbursement of the 
Special General Partner.                              

  (a) On the Closing Date and pursuant to the Underwriting Agreement, each
Underwriter shall contribute to the Partnership cash in an amount equal to the  
Issue Price per Initial Common Unit, multiplied by the number of Common Units   
specified in the Underwriting Agreement to be purchased by such Underwriter at  
the Closing Date. In exchange for such Capital Contributions by the             
Underwriters, the Partnership shall issue Common Units to each Underwriter on   
whose behalf such Capital Contribution is made in an amount equal to the        
quotient obtained by dividing (i) the cash contribution to the Partnership by or
on behalf of such Underwriter by (ii) the Issue Price per Initial Common Unit.  

(b) Notwithstanding anything else herein contained, $81,134,000 of the
proceeds received by the Partnership from the issuance of Common Units pursuant 
to Section 5.3(a) will be distributed to the Special General Partner. Such      
distribution shall be a reimbursement for certain capital expenditures incurred 
within two years preceding the Closing Date with respect to assets contributed  
to the Partnership Group.                                                       

    (c) Upon the exercise of the Over-Allotment Option, each Underwriter shall
contribute to the Partnership cash in an amount equal to the Issue Price per    
Initial Common Unit, multiplied by the number of Common Units specified in the  
Underwriting Agreement to be purchased by such Underwriter at the Option Closing
Date. In exchange for such Capital Contributions by the Underwriters, the       
Partnership shall issue Common Units to each Underwriter on whose behalf such   
Capital Contribution is made in an amount equal to the quotient obtained by     
dividing (i) the cash contributions to the Partnership by or on behalf of such  
Underwriter by (ii) the Issue Price per Initial Common Unit. Upon receipt by the
Partnership of the Capital Contributions from the Underwriters as provided in   
this Section 5.3(c), the Partnership shall use such cash to redeem from the     
Special General Partner or its Affiliates that number of Subordinated Units held
by the Special General Partner or its Affiliates equal to one-half of the number
of Common Units (rounded down to the nearest whole number) issued to the        
Underwriters as provided in this Section 5.3(c).                                

     (d) No Limited Partner Interests will be issued or issuable as of or at the
Closing Date other than (i) the Common Units issuable pursuant to subparagraph  
(a) hereof in aggregate number equal to 8,969,335, (ii) the "Additional Units"  
as such term is used in the Underwriting Agreement in an aggregate number up to 
1,345,400 issuable upon exercise of the Over-Allotment Option pursuant to       
subparagraph (c) hereof, (iii) the Subordinated Units issuable to the Special   
General Partner or its Affiliates pursuant to Section 5.2 hereof, and (iv) the  
Incentive Distribution Rights.                                                  

SECTION 5.4  Interest and Withdrawal.                                           

   No interest shall be paid by the Partnership on Capital Contributions. No
Partner or Assignee shall be entitled to the withdrawal or return of its Capital
Contribution, except to the extent, if any, that distributions made pursuant to 
this Agreement or upon termination of the Partnership may be considered as such 
by law and then only to the extent provided for in this Agreement. Except to the
extent expressly provided in this Agreement, no Partner or Assignee shall have  
priority over any other Partner or Assignee either as to the return of Capital  
Contributions or as to profits, losses or distributions. Any such return        

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shall be a compromise to which all Partners and Assignees agree within the      
meaning of 17-502(b) of the Delaware Act.                                       

SECTION 5.5  Capital Accounts.                                                  

    (a) The Partnership shall maintain for each Partner (or a beneficial owner
of Partnership Interests held by a nominee in any case in which the nominee has 
furnished the identity of such owner to the Partnership in accordance with      
Section 6031(c) of the Code or any other method acceptable to the Managing      
General Partner in its sole discretion) owning a Partnership Interest a separate
Capital Account with respect to such Partnership Interest in accordance with the
rules of Treasury Regulation Section 1.704-1(b)(2)(iv). Such Capital Account    
shall be increased by (i) the amount of all Capital Contributions made to the   
Partnership with respect to such Partnership Interest pursuant to this Agreement
and (ii) all items of Partnership income and gain (including, without           
limitation, income and gain exempt from tax) computed in accordance with Section
5.5(b) and allocated with respect to such Partnership Interest pursuant to      
Section 6.1, and decreased by (x) the amount of cash or Net Agreed Value of all 
actual and deemed distributions of cash or property made with respect to such   
Partnership Interest pursuant to this Agreement and (y) all items of Partnership
deduction and loss computed in accordance with Section 5.5(b) and allocated with
respect to such Partnership Interest pursuant to Section 6.1.                   

    (b) For purposes of computing the amount of any item of income, gain, loss
or deduction which is to be allocated pursuant to Article VI and is to be       
reflected in the Partners' Capital Accounts, the determination, recognition and 
classification of any such item shall be the same as its determination,         
recognition and classification for federal income tax purposes (including,      
without limitation, any method of depreciation, cost recovery or amortization   
used for that purpose), provided, that:                                         

         (i) Solely for purposes of this Section 5.5, the Partnership shall be
  treated as owning directly its proportionate share (as determined by the
Managing General Partner based upon the provisions of the Intermediate
Partnership Agreement and the Operating Subsidiary Agreement) of all  
     property owned by the Intermediate Partnership, the Operating Subsidiary or
     any other Subsidiary that is classified as a partnership for federal income
tax purposes.                                                         

   (ii) All fees and other expenses incurred by the Partnership to
     promote the sale of (or to sell) a Partnership Interest that can neither be
  deducted nor amortized under Section 709 of the Code, if any, shall, for
     purposes of Capital Account maintenance, be treated as an item of deduction
at the time such fees and other expenses are incurred and shall be    
allocated among the Partners pursuant to Section 6.1.                 

     (iii) Except as otherwise provided in Treasury Regulation Section
  1.704-1(b)(2)(iv)(m), the computation of all items of income, gain, loss
  and deduction shall be made without regard to any election under Section
     754 of the Code which may be made by the Partnership and, as to those items
described in Section 705(a)(1)(B) or 705(a)(2)(B) of the Code, without
  regard to the fact that such items are not includable in gross income or
 are neither currently deductible nor capitalized for federal income tax
purposes. To the extent an adjustment to the adjusted tax basis of any
Partnership asset pursuant to Section 734(b) or 743(b) of the Code is 
    required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to
   be taken into account in determining Capital Accounts, the amount of such
   adjustment in the Capital Accounts shall be treated as an item of gain or
loss.                                                                 

         (iv) Any income, gain or loss attributable to the taxable disposition
     of any Partnership property shall be determined as if the adjusted basis of
  such property as of such date of disposition were equal in amount to the
     Partnership's Carrying Value with respect to such property as of such date.

          (v) In accordance with the requirements of Section 704(b) of the Code,
     any deductions for depreciation, cost recovery or amortization attributable
     to any Contributed Property shall be determined as if the adjusted basis of
    such property on the date it was acquired by the Partnership were equal to
   the Agreed Value of such property. Upon an adjustment pursuant to Section
5.5(d) to                                                             

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 the Carrying Value of any Partnership property subject to depreciation,
cost recovery or amortization, any further deductions for such        
   depreciation, cost recovery or amortization attributable to such property
shall be determined (A) as if the adjusted basis of such property were
 equal to the Carrying Value of such property immediately following such
adjustment and (B) using a rate of depreciation, cost recovery or     
amortization derived from the same method and useful life (or, if     
     applicable, the remaining useful life) as is applied for federal income tax
   purposes; provided, however, that, if the asset has a zero adjusted basis
for federal income tax purposes, depreciation, cost recovery or       
 amortization deductions shall be determined using any reasonable method
that the Managing General Partner may adopt.                          

     (vi) If the Partnership's adjusted basis in a depreciable or cost
  recovery property is reduced for federal income tax purposes pursuant to
Section 48(q)(1) or 48(q)(3) of the Code, the amount of such reduction
shall, solely for purposes hereof, be deemed to be an additional      
     depreciation or cost recovery deduction in the year such property is placed
  in service and shall be allocated among the Partners pursuant to Section
     6.1. Any restoration of such basis pursuant to Section 48(q)(2) of the Code
shall, to the extent possible, be allocated in the same manner to the 
Partners to whom such deemed deduction was allocated.                 

         (c) (i) A transferee of a Partnership Interest shall succeed to a pro
rata portion of the Capital Account of the transferor relating to the 
Partnership Interest so transferred.                                  

         (ii) Immediately prior to the transfer of a Subordinated Unit or of a
     Subordinated Unit that has converted into a Common Unit pursuant to Section
   5.8 by a holder thereof (other than a transfer to an Affiliate unless the
     Special General Partner elects to have this subparagraph 5.5(c)(ii) apply),
the Capital Account maintained for such Person with respect to its    
Subordinated Units or converted Subordinated Units will (A) first, be 
   allocated to the Subordinated Units or converted Subordinated Units to be
 transferred in an amount equal to the product of (x) the number of such
  Subordinated Units or converted Subordinated Units to be transferred and
(y) the Per Unit Capital Amount for a Common Unit, and (B) second, any
remaining balance in such Capital Account will be retained by the     
     transferor, regardless of whether it has retained any Subordinated Units or
converted Subordinated Units. Following any such allocation, the      
transferor's Capital Account, if any, maintained with respect to the  
   retained Subordinated Units or converted Subordinated Units, if any, will
    have a balance equal to the amount allocated under clause (B) hereinabove,
and the transferee's Capital Account established with respect to the  
    transferred Subordinated Units or converted Subordinated Units will have a
balance equal to the amount allocated under clause (A) hereinabove.   

(d) (i) In accordance with Treasury Regulation Section      
  1.704-1(b)(2)(iv)(f), on an issuance of additional Partnership Interests
   for cash or Contributed Property or the conversion of a General Partner's
    Combined Interest to Common Units pursuant to Section 11.3(b), the Capital
     Account of all Partners and the Carrying Value of each Partnership property
    immediately prior to such issuance shall be adjusted upward or downward to
reflect any Unrealized Gain or Unrealized Loss attributable to such   
 Partnership property, as if such Unrealized Gain or Unrealized Loss had
   been recognized on an actual sale of each such property immediately prior
to such issuance and had been allocated to the Partners at such time  
pursuant to Section 6.1 in the same manner as any item of gain or loss
actually recognized during such period would have been allocated. In  
 determining such Unrealized Gain or Unrealized Loss, the aggregate cash
    amount and fair market value of all Partnership assets (including, without
    limitation, cash or cash equivalents) immediately prior to the issuance of
additional Partnership Interests shall be determined by the Managing  
    General Partner using such reasonable method of valuation as it may adopt;
   provided, however, that the Managing General Partner, in arriving at such
valuation, must take fully into account the fair market value of the  
  Partnership Interests of all Partners at such time. The Managing General
Partner shall allocate such aggregate value among the assets of the   
Partnership (in such manner as it determines in its discretion to be  
 reasonable) to arrive at a fair market value for individual properties.

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(ii) In accordance with Treasury Regulation Section         
1.704-1(b)(2)(iv)(f), immediately prior to any actual or deemed       
distribution to a Partner of any Partnership property (other than a   
distribution of cash that is not in redemption or retirement of a     
Partnership Interest), the Capital Accounts of all Partners and the   
Carrying Value of all Partnership property shall be adjusted upward or
    downward to reflect any Unrealized Gain or Unrealized Loss attributable to
  such Partnership property, as if such Unrealized Gain or Unrealized Loss
  had been recognized in a sale of such property immediately prior to such
 distribution for an amount equal to its fair market value, and had been
 allocated to the Partners, at such time, pursuant to Section 6.1 in the
 same manner as any item of gain or loss actually recognized during such
  period would have been allocated. In determining such Unrealized Gain or
Unrealized Loss the aggregate cash amount and fair market value of all
Partnership assets (including, without limitation, cash or cash       
   equivalents) immediately prior to a distribution shall (A) in the case of
     an actual distribution which is not made pursuant to Section 12.4 or in the
case of a deemed distribution, be determined and allocated in the same
manner as that provided in Section 5.5(d)(i) or (B) in the case of a  
liquidating distribution pursuant to Section 12.4, be determined and  
     allocated by the Liquidator using such reasonable method of valuation as it
may adopt.                                                            

SECTION 5.6  Issuances of Additional Partnership Securities.                    

(a) Subject to Section 5.7, the Partnership may issue additional      
Partnership Securities and options, rights, warrants and appreciation rights    
relating to the Partnership Securities for any Partnership purpose at any time  
and from time to time to such Persons for such consideration and on such terms  
and conditions as shall be established by the Managing General Partner in its   
sole discretion, all without the approval of any Limited Partners.              

 (b) Each additional Partnership Security authorized to be issued by the
Partnership pursuant to Section 5.6(a) may be issued in one or more classes, or 
one or more series of any such classes, with such designations, preferences,    
rights, powers and duties (which may be senior to existing classes and series of
Partnership Securities), as shall be fixed by the Managing General Partner in   
the exercise of its sole discretion, including (i) the right to share           
Partnership profits and losses or items thereof; (ii) the right to share in     
Partnership distributions; (iii) the rights upon dissolution and liquidation of 
the Partnership; (iv) whether, and the terms and conditions upon which, the     
Partnership may redeem the Partnership Security; (v) whether such Partnership   
Security is issued with the privilege of conversion or exchange and, if so, the 
terms and conditions of such conversion or exchange; (vi) the terms and         
conditions upon which each Partnership Security will be issued, evidenced by    
certificates and assigned or transferred; and (vii) the right, if any, of each  
such Partnership Security to vote on Partnership matters, including matters     
relating to the relative rights, preferences and privileges of such Partnership 
Security.                                                                       

    (c) The Managing General Partner is hereby authorized and directed to take
all actions that it deems necessary or appropriate in connection with (i) each  
issuance of Partnership Securities and options, rights, warrants and            
appreciation rights relating to Partnership Securities pursuant to this Section 
5.6, (ii) the conversion of any General Partner Interest or Incentive           
Distribution Rights into Units pursuant to the terms of this Agreement, (iii)   
the admission of Additional Limited Partners and (iv) all additional issuances  
of Partnership Securities. The Managing General Partner is further authorized   
and directed to specify the relative rights, powers and duties of the holders of
the Units or other Partnership Securities being so issued. The Managing General 
Partner shall do all things necessary to comply with the Delaware Act and is    
authorized and directed to do all things it deems to be necessary or advisable  
in connection with any future issuance of Partnership Securities or in          
connection with the conversion of any General Partner Interest or Incentive     
Distribution Rights into Units pursuant to the terms of this Agreement,         
including compliance with any statute, rule, regulation or guideline of any     
federal, state or other governmental agency or any National Securities Exchange 
on which the Units or other Partnership Securities are listed for trading.      

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SECTION 5.7  Limitations on Issuance of Additional Partnership Securities.      

 The issuance of Partnership Securities pursuant to Section 5.6 shall be
subject to the following restrictions and limitations:                          

     (a) During Subordination Period, the Partnership shall not issue (and shall
not issue any options, rights, warrants or appreciation rights relating to) an  
aggregate of more than 4,484,668 additional Parity Units without the prior      
approval of the holders of a Unit Majority. In applying this limitation, there  
shall be excluded Common Units and other Parity Units issued (A) in connection  
with the exercise of the Over-Allotment Option, (B) in accordance with Sections 
5.7(b) and 5.7(c), (C) upon conversion of Subordinated Units pursuant to Section
5.8, (D) upon conversion of any General Partner Interest or Incentive           
Distribution Rights pursuant to Section 11.3(b), (D) pursuant to the employee   
benefit plans of the Managing General Partner, the Partnership or any other     
Group Member and (E) in the event of a combination or subdivision of Common     
Units.                                                                          

 (b) The Partnership may also issue an unlimited number of Parity Units,
prior to the end of the Subordination Period and without the prior approval of  
the Unitholders, if such issuance occurs (i) in connection with an Acquisition  
or a Capital Improvement or (ii) within 365 days of, and the net proceeds from  
such issuance are used to repay debt incurred in connection with, an Acquisition
or a Capital Improvement, in each case where such Acquisition or Capital        
Improvement involves assets that, if acquired by the Partnership as of the date 
that is one year prior to the first day of the Quarter in which such Acquisition
is to be consummated or such Capital Improvement is to be completed, would have 
resulted, on a pro forma basis, in an increase in:                              

 (A) the amount of Adjusted Operating Surplus generated by the
     Partnership on a per-Unit basis (for all Outstanding Units) with respect to
    each of the four most recently completed Quarters (on a pro forma basis as
described below) as compared to                                       

        (B) the actual amount of Adjusted Operating Surplus generated by the
Partnership on a per-Unit basis (for all Outstanding Units) (excluding
Adjusted Operating Surplus attributable to the Acquisition or Capital 
Improvement) with respect to each of such four most recently completed
Quarters.                                                             

   If the issuance of Parity Units with respect to an Acquisition or Capital
Improvement occurs within the first four full Quarters after the Closing Date,  
then Adjusted Operating Surplus as used in clauses (A) (subject to the          
succeeding sentence) and (B) above shall be calculated (i) for each Quarter, if 
any, that commenced after the Closing Date for which actual results of          
operations are available, based on the actual Adjusted Operating Surplus of the 
Partnership generated with respect to such Quarter, and (ii) for each other     
Quarter, on a pro forma basis consistent with the procedures, as applicable, set
forth in Appendix D to the Registration Statement. Furthermore, the amount in   
clause (A) shall be determined on a pro forma basis assuming that (1) all of the
Parity Units to be issued in connection with or within 365 days of such         
Acquisition or Capital Improvement had been issued and outstanding, (2) all     
indebtedness for borrowed money to be incurred or assumed in connection with    
such Acquisition or Capital Improvement (other than any such indebtedness that  
is to be repaid with the proceeds of such issuance of Parity Units) had been    
incurred or assumed, in each case as of the commencement of such four-Quarter   
period, (3) the personnel expenses that would have been incurred by the         
Partnership in the operation of the acquired assets are the personnel expenses  
for employees to be retained by the Partnership in the operation of the acquired
assets, and (4) the non-personnel costs and expenses are computed on the same   
basis as those incurred by the Partnership in the operation of the Partnership's
business at similarly situated Partnership facilities.                          

 (c) The Partnership may also issue an unlimited number of Parity Units,
prior to the end of the Subordination Period and without the approval of the    
Unitholders, if the proceeds from such issuance are used exclusively to repay up
to $40 million of indebtedness of a Group Member where the aggregate amount of  
distributions that would have been paid with respect to such newly issued Units 
or Partnership Securities, plus the related distributions on the General Partner
Interests in the Partnership, the general partner interest in the Intermediate  
Partnership and the member interest in the Operating Subsidiary in              

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respect of the four-Quarter period ending prior to the first day of the Quarter 
in which the issuance is to be consummated (assuming such additional Units or   
Partnership Securities had been Outstanding throughout such period and that     
distributions equal to the distributions that were actually paid on the         
Outstanding Units during the period were paid on such additional Units or       
Partnership Securities) did not exceed the interest costs actually incurred     
during such period on the indebtedness that is to be repaid (or, if such        
indebtedness was not outstanding throughout the entire period, would have been  
incurred had such indebtedness been outstanding for the entire period). In the  
event that the Partnership is required to pay a prepayment penalty in connection
with the repayment of such indebtedness, for purposes of the foregoing test the 
number of Parity Units issued to repay such indebtedness shall be deemed        
increased by the number of Parity Units that would need to be issued to pay such
penalty.                                                                        

   (d) During the Subordination Period, the Partnership shall not issue (and
shall not issue any options, rights, warrants or appreciation rights relating   
to) additional Partnership Securities having rights to distributions or in      
liquidation ranking prior or senior to the Common Units, without the prior      
approval of the holders of a Unit Majority.                                     

(e) No fractional Units shall be issued by the Partnership.           

SECTION 5.8  Conversion of Subordinated Units.                                  

   (a) A total of one-half of the Outstanding Subordinated Units (determined
as of the Closing Date or if the Over-Allotment Option is exercised, determined 
as of the closing date of the Over-Allotment Option) will convert into Common   
Units on a one-for-one basis on the first day after the Record Date for         
distribution in respect of any Quarter ending on or after September 30, 2003, in
respect of which:                                                               

     (i) distributions under Section 6.4 in respect of all Outstanding
Common Units and Subordinated Units with respect to each of the three 
 consecutive, non-overlapping four-Quarter periods immediately preceding
     such date equaled or exceeded the sum of the Minimum Quarterly Distribution
   on all of the Outstanding Common Units and Subordinated Units during such
periods;                                                              

        (ii) the Adjusted Operating Surplus generated during each of the two
 consecutive, non-overlapping four-Quarter periods immediately preceding
such date equaled or exceeded 110% of the sum of the Minimum Quarterly
  Distribution on all of the Common Units and Subordinated Units that were
    Outstanding during such periods on a fully-diluted basis (i.e. taking into
  account for purposes of such determination all Outstanding Common Units,
     all Outstanding Subordinated Units, all Common Units and Subordinated Units
 issuable upon exercise of employee options that have, as of the date of
    determination, already vested or are scheduled to vest prior to the end of
  the Quarter immediately following the Quarter with respect to which such
 determination is made, and all Common Units and Subordinated Units that
     have, as of the date of determination, been earned by but not yet issued to
   management of the Partnership in respect of incentive compensation), plus
the related distribution on the General Partner Interests in the      
   Partnership, the general partner interest in the Intermediate Partnership
   and the member interest in the Operating Subsidiary, during such periods;
and                                                                   

         (iii) the Cumulative Common Unit Arrearage on all of the Common Units
is zero.                                                              

   (b) In the event that less than all of the Outstanding Subordinated Units
shall convert into Common Units pursuant to Section 5.8(a) at a time when there 
shall be more than one holder of Subordinated Units, then, unless all of the    
holders of Subordinated Units shall agree to a different allocation, the        
Subordinated Units that are to be converted into Common Units shall be allocated
among the holders of Subordinated Units pro rata based on the number of         
Subordinated Units held by each such holder.                                    

(c) Any Subordinated Units that are not converted into Common Units   
pursuant to Section 5.8(a) shall convert into Common Units on a one-for-one     
basis on the first day following the Record Date for distributions in respect of
the final Quarter of the Subordination Period.                                  

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 (d) Notwithstanding any other provision of this Agreement, all the then
Outstanding Subordinated Units will automatically convert into Common Units on a
one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4.  

(e) A Subordinated Unit that has converted into a Common Unit shall be
subject to the provisions of Section 6.7(b).                                    

(f) For purposes of determining whether the test in Section 5.8(a)(ii)
above has been satisfied, Adjusted Operating Surplus will be adjusted upwards or
downwards if the Conflicts Committee determines in good faith that the amount of
Estimated Maintenance Capital Expenditures used in the determination of Adjusted
Operating Surplus in Section 5.8(a)(ii) was materially incorrect, based on      
circumstances prevailing at the time of original determination of Estimated     
Maintenance Capital Expenditures, for any one or more of the preceding two      
four-quarter periods.                                                           

SECTION 5.9  Limited Preemptive Right.                                          

    Except as provided in this Section 5.9 and in Section 5.2, no Person shall
have any preemptive, preferential or other similar right with respect to the    
issuance of any Partnership Security, whether unissued, held in the treasury or 
hereafter created. The General Partners shall have the right, which they may    
from time to time assign in whole or in part to any of their Affiliates, to     
purchase Partnership Securities from the Partnership whenever, and on the same  
terms that, the Partnership issues Partnership Securities to Persons other than 
the General Partners and their Affiliates, to the extent necessary to maintain  
the Percentage Interests of the General Partners and their Affiliates equal to  
that which existed immediately prior to the issuance of such Partnership        
Securities.                                                                     

SECTION 5.10  Splits and Combinations.                                          

   (a) Subject to Sections 5.10(d), 6.6 and 6.9 (dealing with adjustments of
distribution levels), the Partnership may make a Pro Rata distribution of       
Partnership Securities to all Record Holders or may effect a subdivision or     
combination of Partnership Securities so long as, after any such event, each    
Partner shall have the same Percentage Interest in the Partnership as before    
such event, and any amounts calculated on a per Unit basis (including any Common
Unit Arrearage or Cumulative Common Unit Arrearage) or stated as a number of    
Units (including the number of Subordinated Units that may convert prior to the 
end of the Subordination Period and the number of additional Parity Units that  
may be issued pursuant to Section 5.7 without a Unitholder vote) are            
proportionately adjusted retroactive to the beginning of the Partnership.       

     (b) Whenever such a distribution, subdivision or combination of Partnership
Securities is declared, the Managing General Partner shall select a Record Date 
as of which the distribution, subdivision or combination shall be effective and 
shall send notice thereof at least 20 days prior to such Record Date to each    
Record Holder as of a date not less than 10 days prior to the date of such      
notice. The Managing General Partner also may cause a firm of independent public
accountants selected by it to calculate the number of Partnership Securities to 
be held by each Record Holder after giving effect to such distribution,         
subdivision or combination. The Managing General Partner shall be entitled to   
rely on any certificate provided by such firm as conclusive evidence of the     
accuracy of such calculation.                                                   

   (c) Promptly following any such distribution, subdivision or combination,
the Partnership may issue Certificates to the Record Holders of Partnership     
Securities as of the applicable Record Date representing the new number of      
Partnership Securities held by such Record Holders, or the Managing General     
Partner may adopt such other procedures as it may deem appropriate to reflect   
such changes. If any such combination results in a smaller total number of      
Partnership Securities Outstanding, the Partnership shall require, as a         
condition to the delivery to a Record Holder of such new Certificate, the       
surrender of any Certificate held by such Record Holder immediately prior to    
such Record Date.                                                               

     (d) The Partnership shall not issue fractional Units upon any distribution,
subdivision or combination of Units. If a distribution, subdivision or          
combination of Units would result in the issuance of fractional                 

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Units but for the provisions of Section 5.7(e) and this Section 5.10(d), each   
fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall
be rounded to the next higher Unit).                                            

SECTION 5.11  Fully Paid and Non-Assessable Nature of Limited Partner Interests.

  All Limited Partner Interests issued pursuant to, and in accordance with
the requirements of, this Article V shall be fully paid and non-assessable      
Limited Partner Interests in the Partnership, except as such non-assessability  
may be affected by Section 17-607 of the Delaware Act.                          

ARTICLE VI

ALLOCATIONS AND DISTRIBUTIONS 

SECTION 6.1  Allocations for Capital Account Purposes.                          

 For purposes of maintaining the Capital Accounts and in determining the
rights of the Partners among themselves, the Partnership's items of income,     
gain, loss and deduction (computed in accordance with Section 5.5(b)) shall be  
allocated among the Partners in each taxable year (or portion thereof) as       
provided herein below.                                                          

     (a) Net Income. After giving effect to the special allocations set forth in
Section 6.1(d), Net Income for each taxable year and all items of income, gain, 
loss and deduction taken into account in computing Net Income for such taxable  
year shall be allocated as follows:                                             

         (i) First, 100% to the General Partners, Pro Rata, in an amount equal
   to the aggregate Net Losses allocated to the General Partners pursuant to
    Section 6.1(b)(iii) for all previous taxable years until the aggregate Net
     Income allocated to the General Partners pursuant to this Section 6.1(a)(i)
     for the current taxable year and all previous taxable years is equal to the
    aggregate Net Losses allocated to the General Partners pursuant to Section
6.1(b)(iii) for all previous taxable years;                           

         (ii) Second, 1% to the General Partners, Pro Rata, in an amount equal
   to the aggregate Net Losses allocated to the General Partners pursuant to
Section 6.1(b)(ii) for all previous taxable years and 99% to the      
Unitholders, in accordance with their respective Percentage Interests,
    until the aggregate Net Income allocated to such Partners pursuant to this
  Section 6.1(a)(ii) for the current taxable year and all previous taxable
years is equal to the aggregate Net Losses allocated to such Partners 
pursuant to Section 6.1(b)(ii) for all previous taxable years; and    

     (iii) Third, 1% to the General Partners, Pro Rata, and 99% to the
Unitholders, Pro Rata.                                                

     (b) Net Losses. After giving effect to the special allocations set forth in
Section 6.1(d), Net Losses for each taxable period and all items of income,     
gain, loss and deduction taken into account in computing Net Losses for such    
taxable period shall be allocated as follows:                                   

   (i) First, 1% to the General Partners, Pro Rata, and 99% to the
     Unitholders, Pro Rata, until the aggregate Net Losses allocated pursuant to
this Section 6.1(b)(i) for the current taxable year and all previous  
taxable years is equal to the aggregate Net Income allocated to such  
  Partners pursuant to Section 6.1(a)(iii) for all previous taxable years,
provided that the Net Losses shall not be allocated pursuant to this  
Section 6.1(b)(i) to the extent that such allocation would cause any  
     Unitholder to have a deficit balance in its Adjusted Capital Account at the
   end of such taxable year (or increase any existing deficit balance in its
Adjusted Capital Account);                                            

     (ii) Second, 1% to the General Partners, Pro Rata, and 99% to the
 Unitholders, Pro Rata; provided, that Net Losses shall not be allocated
pursuant to this Section 6.1(b)(ii) to the extent that such allocation
would cause any Unitholder to have a deficit balance in its Adjusted  
   Capital Account at the end of such taxable year (or increase any existing
deficit balance in its Adjusted Capital Account);                     

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       (iii) Third, the balance, if any, 100% to the General Partners, Pro
Rata.                                                                 

  (c) Net Termination Gains and Losses. After giving effect to the special
allocations set forth in Section 6.1(d), all items of income, gain, loss and    
deduction taken into account in computing Net Termination Gain or Net           
Termination Loss for such taxable period shall be allocated in the same manner  
as such Net Termination Gain or Net Termination Loss is allocated hereunder. All
allocations under this Section 6.1(c) shall be made after Capital Account       
balances have been adjusted by all other allocations provided under this Section
6.1 and after all distributions of Available Cash provided under Sections 6.4   
and 6.5 have been made; provided, however, that solely for purposes of this     
Section 6.1(c), Capital Accounts shall not be adjusted for distributions made   
pursuant to Section 12.4.                                                       

     (i) If a Net Termination Gain is recognized (or deemed recognized
   pursuant to Section 5.5(d)), such Net Termination Gain shall be allocated
     among the Partners in the following manner (and the Capital Accounts of the
Partners shall be increased by the amount so allocated in each of the 
 following subclauses, in the order listed, before an allocation is made
pursuant to the next succeeding subclause):                           

            (A) First, to each Partner having a deficit balance in its Capital
       Account, in the proportion that such deficit balance bears to the total
    deficit balances in the Capital Accounts of all Partners, until each
      such Partner has been allocated Net Termination Gain equal to any such
deficit balance in its Capital Account;                         

            (B) Second, 99% to all Unitholders holding Common Units, Pro Rata,
      and 1% to the General Partners, Pro Rata, until the Capital Account in
       respect of each Common Unit then Outstanding is equal to the sum of (1)
       its Unrecovered Capital plus (2) the Minimum Quarterly Distribution for
    the Quarter during which the Liquidation Date occurs, reduced by any
    distribution pursuant to Section 6.4(a)(i) or (b)(i) with respect to
    such Common Unit for such Quarter (the amount determined pursuant to
        this clause (2) is hereinafter defined as the "Unpaid MQD") plus (3) any
then existing Cumulative Common Unit Arrearage;                 

             (C) Third, if such Net Termination Gain is recognized (or is deemed
      to be recognized) prior to the expiration of the Subordination Period,
      99% to all Unitholders holding Subordinated Units, Pro Rata, and 1% to
       the General Partners, Pro Rata, until the Capital Account in respect of
 each Subordinated Unit then Outstanding equals the sum of (1) its
Unrecovered Capital, determined for the taxable year (or portion
       thereof) to which this allocation of gain relates, plus (2) the Minimum
        Quarterly Distribution for the Quarter during which the Liquidation Date
        occurs, reduced by any distribution pursuant to Section 6.4(a)(iii) with
respect to such Subordinated Unit for such Quarter;             

             (D) Fourth, 99% to all Unitholders, Pro Rata, and 1% to the General
       Partners, Pro Rata, until the Capital Account in respect of each Common
Unit then Outstanding is equal to the sum of (1) its Unrecovered
       Capital, plus (2) the Unpaid MQD, plus (3) any then existing Cumulative
   Common Unit Arrearage, plus (4) the excess of (aa) the First Target
        Distribution less the Minimum Quarterly Distribution for each Quarter of
       the Partnership's existence over (bb) the cumulative per Unit amount of
       any distributions of Operating Surplus that was distributed pursuant to
    Sections 6.4(a)(iv) and 6.4(b)(ii) (the sum of (1) plus (2) plus (3)
plus (4) is hereinafter defined as the "First Liquidation Target
Amount");                                                       

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           (E) Fifth, 85.8673% to all Unitholders, Pro Rata, 13.1327% to the
     holders of the Incentive Distribution Rights, Pro Rata, and 1% to the
        General Partners, Pro Rata, until the Capital Account in respect of each
 Common Unit then Outstanding is equal to the sum of (1) the First
        Liquidation Target Amount, plus (2) the excess of (aa) the Second Target
       Distribution less the First Target Distribution for each Quarter of the
       Partnership's existence over (bb) the cumulative per Unit amount of any
   distributions of Operating Surplus that was distributed pursuant to
Sections 6.4(a)(v) and 6.4(b)(iii) (the sum of (1) plus (2) is  
hereinafter defined as the "Second Liquidation Target Amount"); 

           (F) Sixth, 75.7653% to all Unitholders, Pro Rata, 23.2347% to the
     holders of the Incentive Distribution Rights, Pro Rata, and 1% to the
        General Partners, Pro Rata, until the Capital Account in respect of each
  Common Unit then Outstanding is equal to the sum of (1) the Second
       Liquidation Target Amount, plus (2) the excess of (aa) the Third Target
        Distribution less the Second Target Distribution for each Quarter of the
       Partnership's existence over (bb) the cumulative per Unit amount of any
   distributions of Operating Surplus that was distributed pursuant to
Sections 6.4(a)(vi)and 6.4(b)(iv); and                          

            (G) Finally, any remaining amount 50.5102% to all Unitholders, Pro
       Rata, 48.4898% to the holders of the Incentive Distribution Rights, Pro
Rata, and 1% to the General Partners, Pro Rata.                 

      (ii) If a Net Termination Loss is recognized (or deemed recognized
   pursuant to Section 5.5(d)), such Net Termination Loss shall be allocated
among the Partners in the following manner:                           

             (A) First, if such Net Termination Loss is recognized (or is deemed
 to be recognized) prior to the conversion of the last Outstanding
     Subordinated Unit, 99% to the Unitholders holding Subordinated Units,
     Pro Rata, and 1% to the General Partners, Pro Rata, until the Capital
      Account in respect of each Subordinated Unit then Outstanding has been
reduced to zero;                                                

            (B) Second, 99% to all Unitholders holding Common Units, Pro Rata,
      and 1% to the General Partners, Pro Rata, until the Capital Account in
      respect of each Common Unit then Outstanding has been reduced to zero;
and                                                             

           (C) Third, the balance, if any, 100% to the General Partners, Pro
Rata.                                                           

(d) Special Allocations. Notwithstanding any other provision of this  
Section 6.1, the following special allocations shall be made for such taxable   
period:                                                                         

      (i) Partnership Minimum Gain Chargeback. Notwithstanding any other
  provision of this Section 6.1, if there is a net decrease in Partnership
   Minimum Gain during any Partnership taxable period, each Partner shall be
 allocated items of Partnership income and gain for such period (and, if
necessary, subsequent periods) in the manner and amounts provided in  
Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and         
    1.704-2(j)(2)(i), or any successor provision. For purposes of this Section
6.1(d), each Partner's Adjusted Capital Account balance shall be      
   determined, and the allocation of income or gain required hereunder shall
    be effected, prior to the application of any other allocations pursuant to
this Section 6.1(d) with respect to such taxable period (other than an
   allocation pursuant to Sections 6.1(d)(vi) and 6.1(d)(vii)). This Section
6.1(d)(i) is intended to comply with the Partnership Minimum Gain     
    chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall
be interpreted consistently therewith.                                

(ii) Chargeback of Partner Nonrecourse Debt Minimum         
    Gain. Notwithstanding the other provisions of this Section 6.1 (other than
Section 6.1(d)(i)), except as provided in Treasury Regulation Section 
1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt 
Minimum                                                               

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 Gain during any Partnership taxable period, any Partner with a share of
Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable
 period shall be allocated items of Partnership income and gain for such
  period (and, if necessary, subsequent periods) in the manner and amounts
provided in Treasury Regulation Sections 1.704-2(i)(4) and            
1.704-2(j)(2)(ii), or any successor provisions. For purposes of this  
  Section 6.1(d), each Partner's Adjusted Capital Account balance shall be
   determined, and the allocation of income or gain required hereunder shall
    be effected, prior to the application of any other allocations pursuant to
this Section 6.1(d), other than Section 6.1(d)(i) and other than an   
     allocation pursuant to Sections 6.1(d)(vi) and 6.1(d)(vii), with respect to
     such taxable period. This Section 6.1(d)(ii) is intended to comply with the
   chargeback of items of income and gain requirement in Treasury Regulation
Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(iii) Priority Allocations.                                 

           (A) If the amount of cash or the Net Agreed Value of any property
    distributed (except cash or property distributed pursuant to Section
       12.4) to any Unitholder with respect to its Units for a taxable year is
       greater (on a per Unit basis) than the amount of cash or the Net Agreed
      Value of property distributed to the other Unitholders with respect to
     their Units (on a per Unit basis), then (1) each Unitholder receiving
   such greater cash or property distribution shall be allocated gross
        income in an amount equal to the product of (aa) the amount by which the
 distribution (on a per Unit basis) to such Unitholder exceeds the
   distribution (on a per Unit basis) to the Unitholders receiving the
smallest distribution and (bb) the number of Units owned by the 
  Unitholder receiving the greater distribution; and (2) the General
Partners shall be allocated gross income, in proportion to their
       respective Percentage Interests, in an aggregate amount equal to 1/99th
of the sum of the amounts allocated in clause (1) above.        

         (B) After the application of Section 6.1(d)(iii)(A), all or any
      portion of the remaining items of Partnership gross income or gain for
     the taxable period, if any, shall be allocated 100% to the holders of
      Incentive Distribution Rights, Pro Rata, until the aggregate amount of
    such items allocated to the holders of Incentive Distribution Rights
      pursuant to this paragraph 6.1(d)(iii)(B) for the current taxable year
       and all previous taxable years is equal to the cumulative amount of all
     Incentive Distributions made to the holders of Incentive Distribution
   Rights from the Closing Date to a date 45 days after the end of the
current taxable year.                                           

       (iv) Qualified Income Offset. In the event any Partner unexpectedly
receives any adjustments, allocations or distributions described in   
Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4),                 
   1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Partnership
   income and gain shall be specially allocated to such Partner in an amount
    and manner sufficient to eliminate, to the extent required by the Treasury
Regulations promulgated under Section 704(b) of the Code, the deficit 
balance, if any, in its Adjusted Capital Account created by such      
 adjustments, allocations or distributions as quickly as possible unless
    such deficit balance is otherwise eliminated pursuant to Section 6.1(d)(i)
or (ii).                                                              

        (v) Gross Income Allocations. In the event any Partner has a deficit
     balance in its Capital Account at the end of any Partnership taxable period
    in excess of the sum of (A) the amount such Partner is required to restore
pursuant to the provisions of this Agreement and (B) the amount such  
Partner is deemed obligated to restore pursuant to Treasury Regulation
Sections 1.704-2(g) and 1.704-2(i)(5), such Partner shall be specially
    allocated items of Partnership gross income and gain in the amount of such
 excess as quickly as possible; provided, that an allocation pursuant to
  this Section 6.1(d)(v) shall be made only if and to the extent that such
 Partner would have a deficit balance in its Capital Account as adjusted
after all other allocations provided for in this Section 6.1 have been
   tentatively made as if this Section 6.1(d)(v) were not in this Agreement.

       (vi) Nonrecourse Deductions. Nonrecourse Deductions for any taxable
period shall be allocated to the Partners in accordance with their    
     respective Percentage Interests. If the Managing General Partner determines
    in its good faith discretion that the Partnership's Nonrecourse Deductions
must be                                                               
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   allocated in a different ratio to satisfy the safe harbor requirements of
    the Treasury Regulations promulgated under Section 704(b) of the Code, the
    Managing General Partner is authorized, upon notice to the other Partners,
   to revise the prescribed ratio to the numerically closest ratio that does
satisfy such requirements.                                            

        (vii) Partner Nonrecourse Deductions. Partner Nonrecourse Deductions
  for any taxable period shall be allocated 100% to the Partner that bears
   the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to
  which such Partner Nonrecourse Deductions are attributable in accordance
     with Treasury Regulation Section 1.704-2(i). If more than one Partner bears
    the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, such
Partner Nonrecourse Deductions attributable thereto shall be allocated
    between or among such Partners in accordance with the ratios in which they
share such Economic Risk of Loss.                                     

       (viii) Nonrecourse Liabilities. For purposes of Treasury Regulation
   Section 1.752-3(a)(3), the Partners agree that Nonrecourse Liabilities of
the Partnership in excess of the sum of (A) the amount of Partnership 
     Minimum Gain and (B) the total amount of Nonrecourse Built-in Gain shall be
     allocated among the Partners in accordance with their respective Percentage
Interests.                                                            

         (ix) Code Section 754 Adjustments. To the extent an adjustment to the
   adjusted tax basis of any Partnership asset pursuant to Section 734(b) or
 743(c) of the Code is required, pursuant to Treasury Regulation Section
1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital 
  Accounts, the amount of such adjustment to the Capital Accounts shall be
  treated as an item of gain (if the adjustment increases the basis of the
   asset) or loss (if the adjustment decreases such basis), and such item of
gain or loss shall be specially allocated to the Partners in a manner 
    consistent with the manner in which their Capital Accounts are required to
be adjusted pursuant to such Section of the Treasury Regulations.     

    (x) Economic Uniformity. At the election of the Managing General
Partner with respect to any taxable period ending upon, or after, the 
    termination of the Subordination Period, all or a portion of the remaining
  items of Partnership gross income or gain for such taxable period, after
   taking into account allocations pursuant to Section 6.1(d)(iii), shall be
allocated 100% to each Partner holding Subordinated Units that are    
Outstanding as of the termination of the Subordination Period ("Final 
    Subordinated Units") in the proportion of the number of Final Subordinated
    Units held by such Partner to the total number of Final Subordinated Units
   then Outstanding, until each such Partner has been allocated an amount of
  gross income or gain which increases the Capital Account maintained with
    respect to such Final Subordinated Units to an amount equal to the product
    of (A) the number of Final Subordinated Units held by such Partner and (B)
the Per Unit Capital Amount for a Common Unit. The purpose of this    
allocation is to establish uniformity between the Capital Accounts    
 underlying Final Subordinated Units and the Capital Accounts underlying
Common Units held by Persons other than the General Partners and their
   Affiliates immediately prior to the conversion of such Final Subordinated
Units into Common Units. This allocation method for establishing such 
    economic uniformity will only be available to the Managing General Partner
     if the method for allocating the Capital Account maintained with respect to
  the Subordinated Units between the transferred and retained Subordinated
Units pursuant to Section 5.5(c)(ii) does not otherwise provide such  
economic uniformity to the Final Subordinated Units.                  

(xi) Curative Allocation.                                   

            (A) Notwithstanding any other provision of this Section 6.1, other
      than the Required Allocations, the Required Allocations shall be taken
    into account in making the Agreed Allocations so that, to the extent
     possible, the net amount of items of income, gain, loss and deduction
      allocated to each Partner pursuant to the Required Allocations and the
      Agreed Allocations, together, shall be equal to the net amount of such
   items that would have been allocated to each such Partner under the
        Agreed Allocations had the Required Allocations and the related Curative
Allocation not otherwise been provided in this Section 6.1.     
        Notwithstanding the preceding sentence, Required Allocations relating to
(1) Nonrecourse Deductions shall not                            
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be taken into account except to the extent that there has been a
decrease in Partnership Minimum Gain and (2) Partner Nonrecourse
    Deductions shall not be taken into account except to the extent that
   there has been a decrease in Partner Nonrecourse Debt Minimum Gain.
     Allocations pursuant to this Section 6.1(d)(xi)(A) shall only be made
       with respect to Required Allocations to the extent the Managing General
     Partner reasonably determines that such allocations will otherwise be
     inconsistent with the economic agreement among the Partners. Further,
    allocations pursuant to this Section 6.1(d)(xi)(A) shall be deferred
     with respect to allocations pursuant to clauses (1) and (2) hereof to
       the extent the Managing General Partner reasonably determines that such
       allocations are likely to be offset by subsequent Required Allocations.

            (B) The Managing General Partner shall have reasonable discretion,
   with respect to each taxable period, to (1) apply the provisions of
      Section 6.1(d)(xi)(A) in whatever order is most likely to minimize the
  economic distortions that might otherwise result from the Required
Allocations, and (2) divide all allocations pursuant to Section 
       6.1(d)(xi)(A) among the Partners in a manner that is likely to minimize
such economic distortions.                                      

   (xii) Corrective Allocations. In the event of any allocation of
Additional Book Basis Derivative Items or any Book-Down Event or any  
 recognition of a Net Termination Loss, the following rules shall apply:

    (A) In the case of any allocation of Additional Book Basis
Derivative Items (other than an allocation of Unrealized Gain or
  Unrealized Loss under Section 5.5(d) hereof), the Managing General
     Partner shall allocate additional items of gross income and gain away
        from the holders of Incentive Distribution Rights to the Unitholders and
    the General Partners, or additional items of deduction and loss away
from the Unitholders and the General Partners to the holders of 
     Incentive Distribution Rights, to the extent that the Additional Book
  Basis Derivative Items allocated to the Unitholders or the General
      Partners exceed their Share of Additional Book Basis Derivative Items.
   For this purpose, the Unitholders and the General Partners shall be
        treated as being allocated Additional Book Basis Derivative Items to the
        extent that such Additional Book Basis Derivative Items have reduced the
amount of income that would otherwise have been allocated to the
   Unitholders or the General Partners under the Partnership Agreement
   (e.g., Additional Book Basis Derivative Items taken into account in
   computing cost of goods sold would reduce the amount of book income
      otherwise available for allocation among the Partners). Any allocation
       made pursuant to this Section 6.1(d)(xii)(A) shall be made after all of
the other Agreed Allocations have been made as if this Section  
    6.1(d)(xii) were not in this Agreement and, to the extent necessary,
shall require the reallocation of items that have been allocated
pursuant to such other Agreed Allocations.                      

             (B) In the case of any negative adjustments to the Capital Accounts
        of the Partners resulting from a Book-Down Event or from the recognition
      of a Net Termination Loss, such negative adjustment (1) shall first be
allocated, to the extent of the Aggregate Remaining Net Positive
       Adjustments, in such a manner, as reasonably determined by the Managing
  General Partner, that to the extent possible the aggregate Capital
        Accounts of the Partners will equal the amount which would have been the
      Capital Account balance of the Partners if no prior Book-Up Events had
    occurred, and (2) any negative adjustment in excess of the Aggregate
 Remaining Net Positive Adjustments shall be allocated pursuant to
Section 6.1(c) hereof.                                          

   (C) In making the allocations required under this Section
      6.1(d)(xii), the Managing General Partner, in its sole discretion, may
      apply whatever conventions or other methodology it deems reasonable to
satisfy the purpose of this Section 6.1(d)(xii).                

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SECTION 6.2  Allocations for Tax Purposes.                                      

   (a) Except as otherwise provided herein, for federal income tax purposes,
each item of income, gain, loss and deduction shall be allocated among the      
Partners in the same manner as its correlative item of "book" income, gain, loss
or deduction is allocated pursuant to Section 6.1.                              

(b) In an attempt to eliminate Book-Tax Disparities attributable to a 
Contributed Property or Adjusted Property, items of income, gain, loss,         
depreciation, amortization and cost recovery deductions shall be allocated for  
federal income tax purposes among the Partners as follows:                      

          (i) (A) In the case of a Contributed Property, such items attributable
    thereto shall be allocated among the Partners in the manner provided under
  Section 704(c) of the Code that takes into account the variation between
 the Agreed Value of such property and its adjusted basis at the time of
contribution; and (B) any item of Residual Gain or Residual Loss      
attributable to a Contributed Property shall be allocated among the   
    Partners in the same manner as its correlative item of "book" gain or loss
is allocated pursuant to Section 6.1.                                 

      (ii) (A) In the case of an Adjusted Property, such items shall (1)
first, be allocated among the Partners in a manner consistent with the
principles of Section 704(c) of the Code to take into account the     
  Unrealized Gain or Unrealized Loss attributable to such property and the
  allocations thereof pursuant to Section 5.5(d)(i) or 5.5(d)(ii), and (2)
   second, in the event such property was originally a Contributed Property,
be allocated among the Partners in a manner consistent with Section   
6.2(b)(i)(A); and (B) any item of Residual Gain or Residual Loss      
    attributable to an Adjusted Property shall be allocated among the Partners
in the same manner as its correlative item of "book" gain or loss is  
allocated pursuant to Section 6.1.                                    

    (iii) The Managing General Partner shall apply the principles of
   Treasury Regulation Section 1.704-3(d) to eliminate Book-Tax Disparities.

(c) For the proper administration of the Partnership and for the      
preservation of uniformity of the Limited Partner Interests (or any class or    
classes thereof), the Managing General Partner shall have sole discretion to (i)
adopt such conventions as it deems appropriate in determining the amount of     
depreciation, amortization and cost recovery deductions; (ii) make special      
allocations for federal income tax purposes of income (including, without       
limitation, gross income) or deductions; and (iii) amend the provisions of this 
Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury
Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise 
to preserve or achieve uniformity of the Limited Partner Interests (or any class
or classes thereof). The Managing General Partner may adopt such conventions,   
make such allocations and make such amendments to this Agreement as provided in 
this Section 6.2(c) only if such conventions, allocations or amendments would   
not have a material adverse effect on the Partners, the holders of any class or 
classes of Limited Partner Interests issued and Outstanding or the Partnership, 
and if such allocations are consistent with the principles of Section 704 of the
Code.                                                                           

(d) The Managing General Partner in its discretion may determine to   
depreciate or amortize the portion of an adjustment under Section 743(b) of the 
Code attributable to unrealized appreciation in any Adjusted Property (to the   
extent of the unamortized Book-Tax Disparity) using a predetermined rate derived
from the depreciation or amortization method and useful life applied to the     
Partnership's common basis of such property, despite any inconsistency of such  
approach with Treasury Regulation Section 1.167(c)-l(a)(6), Proposed Treasury   
Regulation 1.197-2(g)(3), or any successor regulations thereto. If the Managing 
General Partner determines that such reporting position cannot reasonably be    
taken, the Managing General Partner may adopt depreciation and amortization     
conventions under which all purchasers acquiring Limited Partner Interests in   
the same month would receive depreciation and amortization deductions, based    
upon the same applicable rate as if they had purchased a direct interest in the 
Partnership's property. If the Managing General Partner chooses not to utilize  
such aggregate method, the Managing General Partner may use any other reasonable
depreciation and amortization conventions to preserve the uniformity of the     
intrinsic tax characteristics of any Limited Partner Interests that would not   
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have a material adverse effect on the Limited Partners or the Record Holders of 
any class or classes of Limited Partner Interests.                              

(e) Any gain allocated to the Partners upon the sale or other taxable 
disposition of any Partnership asset shall, to the extent possible, after taking
into account other required allocations of gain pursuant to this Section 6.2, be
characterized as Recapture Income in the same proportions and to the same extent
as such Partners (or their predecessors in interest) have been allocated any    
deductions directly or indirectly giving rise to the treatment of such gains as 
Recapture Income.                                                               

     (f) All items of income, gain, loss, deduction and credit recognized by the
Partnership for federal income tax purposes and allocated to the Partners in    
accordance with the provisions hereof shall be determined without regard to any 
election under Section 754 of the Code which may be made by the Partnership;    
provided, however, that such allocations, once made, shall be adjusted as       
necessary or appropriate to take into account those adjustments permitted or    
required by Sections 734 and 743 of the Code.                                   

    (g) Each item of Partnership income, gain, loss and deduction attributable
to a transferred Partnership Interest, shall for federal income tax purposes, be
determined on an annual basis and prorated on a monthly basis and shall be      
allocated to the Partners as of the opening of the New York Stock Exchange on   
the first Business Day of each month; provided, however, that (i) such items for
the period beginning on the Closing Date and ending on the last day of the month
in which the Option Closing Date or the expiration of the Over-allotment Option 
occurs shall be allocated to the Partners as of the opening of the New York     
Stock Exchange on the first Business Day of the next succeeding month; and      
provided, further, that gain or loss on a sale or other disposition of any      
assets of the Partnership other than in the ordinary course of business shall be
allocated to the Partners as of the opening of the New York Stock Exchange on   
the first Business Day of the month in which such gain or loss is recognized for
federal income tax purposes. The Managing General Partner may revise, alter or  
otherwise modify such methods of allocation as it determines necessary, to the  
extent permitted or required by Section 706 of the Code and the regulations or  
rulings promulgated thereunder.                                                 

     (h) Allocations that would otherwise be made to a Limited Partner under the
provisions of this Article VI shall instead be made to the beneficial owner of  
Limited Partner Interests held by a nominee in any case in which the nominee has
furnished the identity of such owner to the Partnership in accordance with      
Section 6031(c) of the Code or any other method acceptable to the Managing      
General Partner in its sole discretion.                                         

SECTION 6.3  Requirement and Characterization of Distributions; Distributions to
Record Holders.                                       

  (a) Within 45 days following the end of each Quarter commencing with the
Quarter ending on September 30, 1999, an amount equal to 100% of Available Cash 
with respect to such Quarter shall, subject to Section 17-607 of the Delaware   
Act, be distributed in accordance with this Article VI by the Partnership to the
Partners as of the Record Date selected by the Managing General Partner in its  
reasonable discretion. All amounts of Available Cash distributed by the         
Partnership on any date from any source shall be deemed to be Operating Surplus 
until the sum of all amounts of Available Cash theretofore distributed by the   
Partnership to the Partners pursuant to Section 6.4 equals the Operating Surplus
from the Closing Date through the close of the immediately preceding Quarter.   
Any remaining amounts of Available Cash distributed by the Partnership on such  
date shall, except as otherwise provided in Section 6.5, be deemed to be        
"Capital Surplus." All distributions required to be made under this Agreement   
shall be made subject to Section 17-607 of the Delaware Act.                    

 (b) Notwithstanding Section 6.3(a), in the event of the dissolution and
liquidation of the Partnership, all receipts received during or after the       
Quarter in which the Liquidation Date occurs, other than from borrowings        
described in (a)(ii) of the definition of Available Cash, shall be applied and  
distributed solely in accordance with, and subject to the terms and conditions  
of, Section 12.4.                                                               

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   (c) The Managing General Partner shall have the discretion to treat taxes
paid by the Partnership on behalf of, or amounts withheld with respect to, all  
or less than all of the Partners, as a distribution of Available Cash to such   
Partners.                                                                       

     (d) Each distribution in respect of a Partnership Interest shall be paid by
the Partnership, directly or through the Transfer Agent or through any other    
Person or agent, only to the Record Holder of such Partnership Interest as of   
the Record Date set for such distribution. Such payment shall constitute full   
payment and satisfaction of the Partnership's liability in respect of such      
payment, regardless of any claim of any Person who may have an interest in such 
payment by reason of an assignment or otherwise.                                

SECTION 6.4  Distributions of Available Cash from Operating Surplus.            

     (a) During Subordination Period. Available Cash with respect to any Quarter
within the Subordination Period that is deemed to be Operating Surplus pursuant 
to the provisions of Section 6.3 or 6.5 shall, subject to Section 17-607 of the 
Delaware Act, be distributed as follows, except as otherwise required by Section
5.6(b) in respect of additional Partnership Securities issued pursuant thereto: 

         (i) First, 99% to the Unitholders holding Common Units, Pro Rata, and
   1% to the General Partners, Pro Rata, until there has been distributed in
     respect of each Common Unit then Outstanding an amount equal to the Minimum
Quarterly Distribution for such Quarter;                              

       (ii) Second, 99% to the Unitholders holding Common Units, Pro Rata,
    and 1% to the General Partners, Pro Rata, until there has been distributed
in respect of each Common Unit then Outstanding an amount equal to the
 Cumulative Common Unit Arrearage existing with respect to such Quarter;

       (iii) Third, 99% to the Unitholders holding Subordinated Units, Pro
Rata, and 1% to the General Partners, Pro Rata, until there has been  
     distributed in respect of each Subordinated Unit then Outstanding an amount
equal to the Minimum Quarterly Distribution for such Quarter;         

        (iv) Fourth, 99% to all Unitholders, Pro Rata, and 1% to the General
 Partners, Pro Rata, until there has been distributed in respect of each
 Unit then Outstanding an amount equal to the excess of the First Target
Distribution over the Minimum Quarterly Distribution for such Quarter;

     (v) Fifth, 85.8673% to all Unitholders, Pro Rata, 13.1327% to the
holders of the Incentive Distribution Rights, Pro Rata, and 1% to the 
    General Partners, Pro Rata, until there has been distributed in respect of
each Unit then Outstanding an amount equal to the excess of the Second
  Target Distribution over the First Target Distribution for such Quarter;

      (vi) Sixth, 75.7653% to all Unitholders, Pro Rata, 23.2347% to the
holders of the Incentive Distribution Rights, Pro Rata, and 1% to the 
    General Partners, Pro Rata, until there has been distributed in respect of
each Unit then Outstanding an amount equal to the excess of the Third 
   Target Distribution over the Second Target Distribution for such Quarter;
and                                                                   

        (vii) Thereafter, 50.5102% to all Unitholders, Pro Rata, 48.4898% to
   the holders of the Incentive Distribution Rights, Pro Rata, and 1% to the
General Partners, Pro Rata;                                           

provided, however, if the Minimum Quarterly Distribution, the First Target      
Distribution, the Second Target Distribution and the Third Target Distribution  
have been reduced to zero pursuant to the second sentence of Section 6.6(a), the
distribution of Available Cash that is deemed to be Operating Surplus with      
respect to any Quarter will be made solely in accordance with Section           
6.4(a)(vii).                                                                    

    (b) After Subordination Period. Available Cash with respect to any Quarter
after the Subordination Period that is deemed to be Operating Surplus pursuant  
to the provisions of Section 6.3 or 6.5, subject to                             

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Section 17-607 of the Delaware Act, shall be distributed as follows, except as  
otherwise required by Section 5.6(b) in respect of additional Partnership       
Securities issued pursuant thereto:                                             

      (i) First, 99% to all Unitholders, Pro Rata, and 1% to the General
 Partners, Pro Rata, until there has been distributed in respect of each
     Unit then Outstanding an amount equal to the Minimum Quarterly Distribution
for such Quarter;                                                     

        (ii) Second, 99% to all Unitholders, Pro Rata, and 1% to the General
 Partners, Pro Rata, until there has been distributed in respect of each
 Unit then Outstanding an amount equal to the excess of the First Target
Distribution over the Minimum Quarterly Distribution for such Quarter;

       (iii) Third, 85.8673% to all Unitholders, Pro Rata, and 13.1327% to
   the holders of the Incentive Distribution Rights, Pro Rata, and 1% to the
    General Partners, Pro Rata, until there has been distributed in respect of
each Unit then Outstanding an amount equal to the excess of the Second
  Target Distribution over the First Target Distribution for such Quarter;

          (iv) Fourth, 75.7653% to all Unitholders Pro Rata, and 23.2347% to the
holders of the Incentive Distribution Rights, Pro Rata, and 1% to the 
    General Partners, Pro Rata, until there has been distributed in respect of
each Unit then Outstanding an amount equal to the excess of the Third 
   Target Distribution over the Second Target Distribution for such Quarter;
and                                                                   

          (v) Thereafter, 50.5102% to all Unitholders, Pro Rata, and 48.4898% to
   the holders of the Incentive Distribution Rights, Pro Rata, and 1% to the
General Partners, Pro Rata;                                           

provided, however, if the Minimum Quarterly Distribution, the First Target      
Distribution, the Second Target Distribution and the Third Target Distribution  
have been reduced to zero pursuant to the second sentence of Section 6.6(a), the
distribution of Available Cash that is deemed to be Operating Surplus with      
respect to any Quarter will be made solely in accordance with Section 6.4(b)(v).

SECTION 6.5  Distributions of Available Cash from Capital Surplus.              

Available Cash that is deemed to be Capital Surplus pursuant to the   
provisions of Section 6.3(a) shall, subject to Section 17-607 of the Delaware   
Act, be distributed, unless the provisions of Section 6.3 require otherwise, 99%
to all Unitholders, Pro Rata, and 1% to the General Partners, Pro Rata, until a 
hypothetical holder of a Common Unit acquired on the Closing Date has received  
with respect to such Common Unit, during the period since the Closing Date      
through such date, distributions of Available Cash that are deemed to be Capital
Surplus in an aggregate amount equal to the Initial Unit Price. Available Cash  
that is deemed to be Capital Surplus shall then be distributed 99% to all       
Unitholders holding Common Units, Pro Rata, and 1% to the General Partners, Pro 
Rata, until there has been distributed in respect of each Common Unit then      
Outstanding an amount equal to the Cumulative Common Unit Arrearage. Thereafter,
all Available Cash shall be distributed as if it were Operating Surplus and     
shall be distributed in accordance with Section 6.4.                            

SECTION 6.6  Adjustment of Minimum Quarterly Distribution and Target            
Distribution Levels.                                  

   (a) The Minimum Quarterly Distribution, First Target Distribution, Second
Target Distribution, Third Target Distribution, Common Unit Arrearages and      
Cumulative Common Unit Arrearages shall be proportionately adjusted in the event
of any distribution, combination or subdivision (whether effected by a          
distribution payable in Units or otherwise) of Units or other Partnership       
Securities in accordance with Section 5.10. In the event of a distribution of   
Available Cash that is deemed to be from Capital Surplus, the then applicable   
Minimum Quarterly Distribution, First Target Distribution, Second Target        
Distribution and Third Target Distribution, shall be adjusted proportionately   
downward to equal the product obtained by multiplying the otherwise applicable  
Minimum Quarterly Distribution, First Target Distribution, Second Target        
Distribution and Third Target Distribution, as the case may be, by a fraction of
which the numerator is the Unrecovered Capital of the Common Units immediately  
after giving effect to such                                                     

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distribution and of which the denominator is the Unrecovered Capital of the     
Common Units immediately prior to giving effect to such distribution.           

   (b) The Minimum Quarterly Distribution, First Target Distribution, Second
Target Distribution and Third Target Distribution, shall also be subject to     
adjustment pursuant to Section 6.9.                                             

SECTION 6.7  Special Provisions Relating to the Holders of Subordinated Units.  

(a) Except with respect to the right to vote on or approve matters    
requiring the vote or approval of a percentage of the holders of Outstanding    
Common Units and the right to participate in allocations of income, gain, loss  
and deduction and distributions made with respect to Common Units, the holder of
a Subordinated Unit shall have all of the rights and obligations of a Unitholder
holding Common Units hereunder; provided, however, that immediately upon the    
conversion of Subordinated Units into Common Units pursuant to Section 5.8, the 
Unitholder holding a Subordinated Unit shall possess all of the rights and      
obligations of a Unitholder holding Common Units hereunder, including the right 
to vote as a Common Unitholder and the right to participate in allocations of   
income, gain, loss and deduction and distributions made with respect to Common  
Units; provided, however, that such converted Subordinated Units shall remain   
subject to the provisions of Sections 5.5(c)(ii), 6.1(d)(x) and 6.7(b).         

   (b) The Unitholder holding a Subordinated Unit which has converted into a
Common Unit pursuant to Section 5.8 shall not be issued a Common Unit           
Certificate pursuant to Section 4.1, and shall not be permitted to transfer its 
converted Subordinated Units to a Person which is not an Affiliate of the holder
until such time as the Managing General Partner determines, based on advice of  
counsel, that a converted Subordinated Unit should have, as a substantive       
matter, like intrinsic economic and federal income tax characteristics, in all  
material respects, to the intrinsic economic and federal income tax             
characteristics of an Initial Common Unit. In connection with the condition     
imposed by this Section 6.7(b), the Managing General Partner may take whatever  
reasonable steps are required to provide economic uniformity to the converted   
Subordinated Units in preparation for a transfer of such converted Subordinated 
Units, including the application of Sections 5.5(c)(ii) and 6.1(d)(x); provided,
however, that no such steps may be taken that would have a material adverse     
effect on the Unitholders holding Common Units represented by Common Unit       
Certificates.                                                                   

SECTION 6.8  Special Provisions Relating to the Holders of Incentive            
Distribution Rights.                                  

   Notwithstanding anything to the contrary set forth in this Agreement, the
holders of the Incentive Distribution Rights (a) shall (i) possess the rights   
and obligations provided in this Agreement with respect to a Limited Partner    
pursuant to Articles III and VII and (ii) have a Capital Account as a Partner   
pursuant to Section 5.5 and all other provisions related thereto and (b) shall  
not (i) be entitled to vote on any matters requiring the approval or vote of the
holders of Outstanding Units, (ii) be entitled to any distributions other than  
as provided in Sections 6.4(a)(v), (vi) and (vii), 6.4(b)(iii), (iv) and (v),   
and 12.4 or (iii) be allocated items of income, gain, loss or deduction other   
than as specified in this Article VI.                                           

SECTION 6.9  Entity-Level Taxation.                                             

 If legislation is enacted or the interpretation of existing language is
modified by the relevant governmental authority which causes the Partnership,   
the Intermediate Partnership or the Operating Subsidiary to be treated as an    
association taxable as a corporation or otherwise subjects the Partnership, the 
Intermediate Partnership or the Operating Subsidiary to entity-level taxation   
for federal, state or local income tax purposes, the then applicable Minimum    
Quarterly Distribution, First Target Distribution, Second Target Distribution   
and Third Target Distribution, shall be adjusted to equal the product obtained  
by multiplying (a) the amount thereof by (b) one minus the sum of (i) the       
highest marginal federal corporate (or other entity, as applicable) income tax  
rate of the Partnership, the Intermediate Partnership or the Operating          
Subsidiary for the taxable year of the Partnership, the Intermediate Partnership
or the Operating Subsidiary in which such Quarter occurs (expressed as a        
percentage) plus (ii) the effective overall state and local income tax rate     
(expressed as a percentage) applicable to the Partnership, the                  

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Intermediate Partnership or the Operating Subsidiary for the calendar year next 
preceding the calendar year in which such Quarter occurs (after taking into     
account the benefit of any deduction allowable for federal income tax purposes  
with respect to the payment of state and local income taxes), but only to the   
extent of the increase in such rates resulting from such legislation or         
interpretation. Such effective overall state and local income tax rate shall be 
determined for the taxable year next preceding the first taxable year during    
which the Partnership, the Intermediate Partnership or the Operating Subsidiary 
is taxable for federal income tax purposes as an association taxable as a       
corporation or is otherwise subject to entity-level taxation by determining such
rate as if the Partnership, the Intermediate Partnership or the Operating       
Subsidiary had been subject to such state and local taxes during such preceding 
taxable year.                                                                   

ARTICLE VII 

MANAGEMENT AND OPERATION OF BUSINESS

SECTION 7.1  Management.                                                        

(a) The Managing General Partner shall conduct, direct and manage all 
activities of the Partnership. Except as otherwise expressly provided in this   
Agreement, all management powers over the business and affairs of the           
Partnership shall be exclusively vested in the Managing General Partner, and    
neither the Special General Partner nor any Limited Partner or Assignee shall   
have any management power over the business and affairs of the Partnership. In  
addition to the powers now or hereafter granted a general partner of a limited  
partnership under applicable law or which are granted to the Managing General   
Partner under any other provision of this Agreement, the Managing General       
Partner, subject to Section 7.3, shall have full power and authority to do all  
things and on such terms as it, in its sole discretion, may deem necessary or   
appropriate to conduct the business of the Partnership, to exercise all powers  
set forth in Section 2.5 and to effectuate the purposes set forth in Section    
2.4, including the following:                                                   

          (i) the making of any expenditures, the lending or borrowing of money,
    the assumption or guarantee of, or other contracting for, indebtedness and
 other liabilities, the issuance of evidences of indebtedness, including
indebtedness that is convertible into Partnership Securities, and the 
incurring of any other obligations;                                   

         (ii) the making of tax, regulatory and other filings, or rendering of
periodic or other reports to governmental or other agencies having    
jurisdiction over the business or assets of the Partnership;          

      (iii) the acquisition, disposition, mortgage, pledge, encumbrance,
     hypothecation or exchange of any or all of the assets of the Partnership or
 the merger or other combination of the Partnership with or into another
    Person (the matters described in this clause (iii) being subject, however,
to any prior approval that may be required by Section 7.3);           

          (iv) the use of the assets of the Partnership (including cash on hand)
    for any purpose consistent with the terms of this Agreement, including the
financing of the conduct of the operations of the Partnership Group;  
     subject to Section 7.6(a), the lending of funds to other Persons (including
     the Intermediate Partnership or the Operating Subsidiary); the repayment of
obligations of the Partnership Group and the making of capital        
contributions to any member of the Partnership Group;                 

    (v) the negotiation, execution and performance of any contracts,
conveyances or other instruments (including instruments that limit the
liability of the Partnership under contractual arrangements to all or 
    particular assets of the Partnership, with the other party to the contract
to have                                                               

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   no recourse against the General Partners or their assets other than their
interest in the Partnership, even if same results in the terms of the 
     transaction being less favorable to the Partnership than would otherwise be
the case);                                                            

(vi) the distribution of Partnership cash;                  

       (vii) the selection and dismissal of employees (including employees
having titles such as "president," "vice president," "secretary" and  
  "treasurer") and agents, outside attorneys, accountants, consultants and
    contractors and the determination of their compensation and other terms of
employment or hiring;                                                 

   (viii) the maintenance of such insurance for the benefit of the
  Partnership Group and the Partners as it deems necessary or appropriate;

    (ix) the formation of, or acquisition of an interest in, and the
     contribution of property and the making of loans to, any further limited or
general partnerships, joint ventures, corporations, limited liability 
  companies or other relationships (including the acquisition of interests
   in, and the contributions of property to, the Intermediate Partnership or
     the Operating Subsidiary from time to time) subject to the restrictions set
forth in Section 2.4;                                                 

          (x) the control of any matters affecting the rights and obligations of
    the Partnership, including the bringing and defending of actions at law or
in equity and otherwise engaging in the conduct of litigation and the 
 incurring of legal expense and the settlement of claims and litigation;

  (xi) the indemnification of any Person against liabilities and
contingencies to the extent permitted by law;                         

   (xii) the entering into of listing agreements with any National
     Securities Exchange and the delisting of some or all of the Limited Partner
Interests from, or requesting that trading be suspended on, any such  
    exchange (subject to any prior approval that may be required under Section
4.8);                                                                 

        (xiii) unless restricted or prohibited by Section 5.7, the purchase,
    sale or other acquisition or disposition of Partnership Securities, or the
  issuance of additional options, rights, warrants and appreciation rights
relating to Partnership Securities; and                               

(xiv) the undertaking of any action in connection with the  
Partnership's participation in the Operating Subsidiary as a member.  

     (b) Notwithstanding any other provision of this Agreement, the Intermediate
Partnership Agreement, the Operating Subsidiary Agreement, the Delaware Act or  
any applicable law, rule or regulation, each of the Partners and the Assignees  
and each other Person who may acquire an interest in Partnership Securities     
hereby (i) approves, ratifies and confirms the execution, delivery and          
performance by the parties thereto of the Operating Subsidiary Agreement, the   
Intermediate Partnership Agreement, the Underwriting Agreement, the Omnibus     
Agreement, the Contribution Agreement, and the other agreements described in or 
filed as exhibits to the Registration Statement that are related to the         
transactions contemplated by the Registration Statement; (ii) agrees that the   
Managing General Partner (on its own or through any officer of the Partnership) 
is authorized to execute, deliver and perform the agreements referred to in     
clause (i) of this sentence and the other agreements, acts, transactions and    
matters described in or contemplated by the Registration Statement on behalf of 
the Partnership without any further act, approval or vote of the Partners or the
Assignees or the other Persons who may acquire an interest in Partnership       
Securities; and (iii) agrees that the execution, delivery or performance by the 
General Partners, any Group Member or any Affiliate of any of them, of this     
Agreement or any agreement authorized or permitted under this Agreement         
(including the exercise by the Managing General Partner or any Affiliate of the 
Managing General Partner of the rights accorded pursuant to Article XV), shall  
not constitute a breach by the General Partners of any duty that the General    
Partners may owe the Partnership or the Limited Partners or any other Persons   
under this Agreement (or any other agreements) or of any duty stated or implied 
by law or equity.                                                               

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SECTION 7.2  Certificate of Limited Partnership.                                

The Managing General Partner has caused the Certificate of Limited    
Partnership to be filed with the Secretary of State of the State of Delaware as 
required by the Delaware Act and shall use all reasonable efforts to cause to be
filed such other certificates or documents as may be determined by the Managing 
General Partner in its sole discretion to be reasonable and necessary or        
appropriate for the formation, continuation, qualification and operation of a   
limited partnership (or a partnership in which the limited partners have limited
liability) in the State of Delaware or any other state in which the Partnership 
may elect to do business or own property. To the extent that such action is     
determined by the Managing General Partner in its sole discretion to be         
reasonable and necessary or appropriate, the Managing General Partner shall file
amendments to and restatements of the Certificate of Limited Partnership and do 
all things to maintain the Partnership as a limited partnership (or a           
partnership or other entity in which the limited partners have limited          
liability) under the laws of the State of Delaware or of any other state in     
which the Partnership may elect to do business or own property. Subject to the  
terms of Section 3.4(a), the Managing General Partner shall not be required,    
before or after filing, to deliver or mail a copy of the Certificate of Limited 
Partnership, any qualification document or any amendment thereto to any Limited 
Partner.                                                                        

SECTION 7.3  Restrictions on General Partners' Authority.                       

    (a) The General Partners may not, without written approval of the specific
act by holders of all of the Outstanding Limited Partner Interests or by other  
written instrument executed and delivered by holders of all of the Outstanding  
Limited Partner Interests subsequent to the date of this Agreement, take any    
action in contravention of this Agreement, including, except as otherwise       
provided in this Agreement, (i) committing any act that would make it impossible
to carry on the ordinary business of the Partnership; (ii) possessing           
Partnership property, or assigning any rights in specific Partnership property, 
for other than a Partnership purpose; (iii) admitting a Person as a Partner;    
(iv) amending this Agreement in any manner; or (v) transferring its interest as 
a general partner of the Partnership.                                           

(b) Except as provided in Articles XII and XIV, no General Partner may
sell, exchange or otherwise dispose of all or substantially all of the          
Partnership's assets in a single transaction or a series of related transactions
(including by way of merger, consolidation or other combination) or approve on  
behalf of the Partnership the sale, exchange or other disposition of all or     
substantially all of the assets of the Intermediate Partnership and the         
Operating Subsidiary, taken as a whole, without the approval of holders of a    
Unit Majority; provided however that this provision shall not preclude or limit 
the General Partners' ability to mortgage, pledge, hypothecate or grant a       
security interest in all or substantially all of the assets of the Partnership, 
the Intermediate Partnership or the Operating Subsidiary and shall not apply to 
any forced sale of any or all of the assets of the Partnership, the Intermediate
Partnership or the Operating Subsidiary pursuant to the foreclosure of, or other
realization upon, any such encumbrance. Without the approval of holders of a    
Unit Majority, the General Partners shall not, on behalf of the Partnership, (i)
consent to any amendment to the Intermediate Partnership Agreement or the       
Operating Subsidiary Agreement or, except as expressly permitted by Section     
7.9(d), take any action permitted to be taken by a partner of the Intermediate  
Partnership or a member of the Operating Subsidiary, in either case, that would 
have a material adverse effect on the Partnership as partner of the Intermediate
Partnership or a member of the Operating Subsidiary or (ii) except as permitted 
under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a    
successor general partner of the Partnership or a successor general partner of  
the Intermediate Partnership or a successor managing member of the Operating    
Subsidiary.                                                                     

SECTION 7.4  Reimbursement of the General Partners.                             

     (a) Except as provided in this Section 7.4 and elsewhere in this Agreement,
the Intermediate Partnership Agreement or in the Operating Subsidiary Agreement,
the General Partners shall not be compensated for their services as general     
partners or managing members of any Group Member.                               

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     (b) Each of the General Partners shall be reimbursed on a monthly basis, or
such other reasonable basis as the Managing General Partner may determine in its
sole discretion, for (i) all direct and indirect expenses it incurs or payments 
it makes on behalf of the Partnership (including salary, bonus, incentive       
compensation and other amounts paid to any Person including Affiliates of such  
General Partner to perform services for the Partnership or for such General     
Partner in the discharge of its duties to the Partnership), and (ii) all other  
necessary or appropriate expenses allocable to the Partnership or otherwise     
reasonably incurred by such General Partner in connection with operating the    
Partnership's business (including expenses allocated to such General Partner by 
its Affiliates). The Managing General Partner shall determine the expenses that 
are allocable to the Partnership in any reasonable manner determined by the     
Managing General Partner in its sole discretion. Reimbursements pursuant to this
Section 7.4 shall be in addition to any reimbursement to the General Partners as
a result of indemnification pursuant to Section 7.7.                            

(c) Subject to Section 5.7, the Managing General Partner, in its sole 
discretion and without the approval of the Limited Partners (who shall have no  
right to vote in respect thereof), may propose and adopt on behalf of the       
Partnership employee benefit plans, employee programs and employee practices    
(including plans, programs and practices involving the issuance of Partnership  
Securities or options to purchase Partnership Securities), or cause the         
Partnership to issue Partnership Securities in connection with, or pursuant to, 
any employee benefit plan, employee program or employee practice maintained or  
sponsored by either of the General Partners or one of its Affiliates, in each   
case for the benefit of employees of either of the General Partners, any Group  
Member or any Affiliate, or any of them, in respect of services performed,      
directly or indirectly, for the benefit of the Partnership Group. The           
Partnership agrees to issue and sell to the General Partners or any of their    
Affiliates any Partnership Securities that the General Partners or such         
Affiliates are obligated to provide to any employees pursuant to any such       
employee benefit plans, employee programs or employee practices. Expenses       
incurred by the General Partners in connection with any such plans, programs and
practices (including the net cost to the General Partners or such Affiliates of 
Partnership Securities purchased by the General Partners or such Affiliates from
the Partnership to fulfill options or awards under such plans, programs and     
practices) shall be reimbursed in accordance with Section 7.4(b). Any and all   
obligations of the General Partners under any employee benefit plans, employee  
programs or employee practices adopted by the Managing General Partner as       
permitted by this Section 7.4(c) shall constitute obligations of the General    
Partners hereunder and shall be assumed by any successor General Partner        
approved pursuant to Section 11.1, 11.2 or 11.4 or the transferee of or         
successor to all of the Managing General Partner's General Partner Interest or  
the Special General Partner's General Partner Interest pursuant to Section 4.6. 

SECTION 7.5  Outside Activities.                                                

     (a) After the Closing Date, the Managing General Partner, for so long as it
is a General Partner of the Partnership (i) agrees that its sole business will  
be to act as a general partner or managing member, as the case may be, of the   
Partnership, the Intermediate Partnership, the Operating Subsidiary, and any    
other partnership or limited liability company of which the Partnership, the    
Intermediate Partnership or the Operating Subsidiary is, directly or indirectly,
a partner and to undertake activities that are ancillary or related thereto     
(including being a limited partner in the Partnership), (ii) shall not engage in
any business or activity or incur any debts or liabilities except in connection 
with or incidental to (A) its performance as general partner of one or more     
Group Members or as described in or contemplated by the Registration Statement  
or (B) the acquiring, owning or disposing of debt or equity securities in any   
Group Member and (iii) except to the extent permitted in the Omnibus Agreement, 
shall not, and shall cause its Affiliates not to, engage in any Restricted      
Business.                                                                       

     (b) Alliance Resource Holdings, Inc. has entered into the Omnibus Agreement
with the Partnership, the Intermediate Partnership and the Operating Subsidiary,
which agreement sets forth certain restrictions on the ability of Alliance      
Resource Holdings, Inc. and its Affiliates to engage in Restricted Businesses.  

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 (c) Except as specifically restricted by Section 7.5(a) and the Omnibus
Agreement, each Indemnitee (other than the Managing General Partner) shall have 
the right to engage in businesses of every type and description and other       
activities for profit and to engage in and possess an interest in other business
ventures of any and every type or description, whether in businesses engaged in 
or anticipated to be engaged in by any Group Member, independently or with      
others, including business interests and activities in direct competition with  
the business and activities of any Group Member, and none of the same shall     
constitute a breach of this Agreement or any duty express or implied by law to  
any Group Member or any Partner or Assignee. Neither any Group Member, any      
Limited Partner nor any other Person shall have any rights by virtue of this    
Agreement, the Operating Subsidiary Agreement or the partnership relationship   
established hereby or thereby in any business ventures of any Indemnitee.       

    (d) Subject to the terms of Section 7.5(a), Section 7.5(b), Section 7.5(c)
and the Omnibus Agreement, but otherwise notwithstanding anything to the        
contrary in this Agreement, (i) the engaging in competitive activities by any   
Indemnitees (other than the Managing General Partner) in accordance with the    
provisions of this Section 7.5 is hereby approved by the Partnership and all    
Partners, (ii) it shall be deemed not to be a breach of the General Partners'   
fiduciary duties or any other obligation of any type whatsoever of the General  
Partners for the Indemnitees (other than the Managing General Partner) to engage
in such business interests and activities in preference to or to the exclusion  
of the Partnership and (iii) except as set forth in the Omnibus Agreement, the  
General Partners and the Indemnitees shall have no obligation to present        
business opportunities to the Partnership.                                      

   (e) The General Partners and any of their Affiliates may acquire Units or
other Partnership Securities in addition to those acquired on the Closing Date  
and, except as otherwise provided in this Agreement, shall be entitled to       
exercise all rights of a General Partner or Limited Partner, as applicable,     
relating to such Units or Partnership Securities.                               

  (f) The term "Affiliates" when used in Section 7.5(a) and Section 7.5(e)
with respect to the General Partners shall not include any Group Member or any  
Subsidiary of the Group Member.                                                 

(g) Anything in this Agreement to the contrary notwithstanding, to the
extent that provisions of Sections 7.7, 7.8, 7.9, 7.10 or other Sections of this
Agreement purport or are interpreted to have the effect of restricting the      
fiduciary duties that might otherwise, as a result of Delaware or other         
applicable law, be owed by the General Partners to the Partnership and its      
Limited Partners, or to constitute a waiver or consent by the Limited Partners  
to any such restriction, such provisions shall be inapplicable and have no      
effect in determining whether the General Partners have complied with their     
fiduciary duties in connection with determinations made by them under this      
Section 7.5.                                                                    

SECTION 7.6  Loans from the General Partners; Loans or Contributions from the   
             Partnership; Contracts with Affiliates; Certain Restrictions on the
General Partners.                                     

     (a) Each of the General Partners or any of their Affiliates may lend to any
Group Member, and any Group Member may borrow from a General Partner or any of  
its Affiliates, funds needed or desired by the Group Member for such periods of 
time and in such amounts as the Managing General Partner may determine;         
provided, however, that in any such case the lending party may not charge the   
borrowing party interest at a rate greater than the rate that would be charged  
the borrowing party or impose terms less favorable to the borrowing party than  
would be charged or imposed on the borrowing party by unrelated lenders on      
comparable loans made on an arm's-length basis (without reference to the lending
party's financial abilities or guarantees). The borrowing party shall reimburse 
the lending party for any costs (other than any additional interest costs)      
incurred by the lending party in connection with the borrowing of such funds.   
For purposes of this Section 7.6(a) and Section 7.6(b), the term "Group Member" 
shall include any Affiliate of a Group Member that is controlled by the Group   
Member. No Group Member may lend funds to a General Partner or any of its       
Affiliates (other than another Group Member).                                   

 (b) The Partnership may lend or contribute to any Group Member, and any
Group Member may borrow from the Partnership, funds on terms and conditions     
established in the sole discretion of the Managing General Partner; provided,   
however, that the Partnership may not charge the Group Member                   
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interest at a rate less than the rate that would be charged to the Group Member 
(without reference to the Managing General Partner's financial abilities or     
guarantees) by unrelated lenders on comparable loans. The foregoing authority   
shall be exercised by the Managing General Partner in its sole discretion and   
shall not create any right or benefit in favor of any Group Member or any other 
Person.                                                                         

  (c) The General Partners may, or may enter into an agreement with any of
their Affiliates to, render services to a Group Member or to the General        
Partners in the discharge of their duties as general partners of the            
Partnership. Any services rendered to a Group Member by the General Partners or 
any of their Affiliates shall be on terms that are fair and reasonable to the   
Partnership; provided, however, that the requirements of this Section 7.6(c)    
shall be deemed satisfied as to (i) any transaction approved by Special         
Approval, (ii) any transaction, the terms of which are no less favorable to the 
Partnership Group than those generally being provided to or available from      
unrelated third parties or (iii) any transaction that, taking into account the  
totality of the relationships between the parties involved (including other     
transactions that may be particularly favorable or advantageous to the          
Partnership Group), is equitable to the Partnership Group. The provisions of    
Section 7.4 shall apply to the rendering of services described in this Section  
7.6(c).                                                                         

(d) The Partnership Group may transfer assets to joint ventures, other
partnerships, corporations, limited liability companies or other business       
entities in which it is or thereby becomes a participant upon such terms and    
subject to such conditions as are consistent with this Agreement and applicable 
law.                                                                            

     (e) Neither of the General Partners nor any of their Affiliates shall sell,
transfer or convey any property to, or purchase any property from, the          
Partnership, directly or indirectly, except pursuant to transactions that are   
fair and reasonable to the Partnership; provided, however, that the requirements
of this Section 7.6(e) shall be deemed to be satisfied as to (i) the            
transactions effected pursuant to Sections 5.2 and 5.3, the Contribution        
Agreement and any other transactions described in or contemplated by the        
Registration Statement, (ii) any transaction approved by Special Approval, (iii)
any transaction, the terms of which are no less favorable to the Partnership    
than those generally being provided to or available from unrelated third        
parties, or (iv) any transaction that, taking into account the totality of the  
relationships between the parties involved (including other transactions that   
may be particularly favorable or advantageous to the Partnership), is equitable 
to the Partnership. With respect to any contribution of assets to the           
Partnership in exchange for Partnership Securities, the Conflicts Committee, in 
determining whether the appropriate number of Partnership Securities are being  
issued, may take into account, among other things, the fair market value of the 
assets, the liquidated and contingent liabilities assumed, the tax basis in the 
assets, the extent to which tax-only allocations to the transferor will protect 
the existing partners of the Partnership against a low tax basis, and such other
factors as the Conflicts Committee deems relevant under the circumstances.      

  (f) The General Partners and their Affiliates will have no obligation to
permit any Group Member to use any facilities or assets of the General Partners 
and their Affiliates, except as may be provided in contracts entered into from  
time to time specifically dealing with such use, nor shall there be any         
obligation on the part of the General Partners or their Affiliates to enter into
such contracts.                                                                 

(g) Without limitation of Sections 7.6(a) through 7.6(f), and         
notwithstanding anything to the contrary in this Agreement, the existence of the
conflicts of interest described in the Registration Statement are hereby        
approved by all Partners.                                                       

SECTION 7.7  Indemnification.                                                   

   (a) To the fullest extent permitted by law but subject to the limitations
expressly provided in this Agreement, all Indemnitees shall be indemnified and  
held harmless by the Partnership from and against any and all losses, claims,   
damages, liabilities, joint or several, expenses (including legal fees and      
expenses), judgments, fines, penalties, interest, settlements or other amounts  
arising from any and all claims, demands, actions, suits or proceedings, whether
civil, criminal, administrative or investigative, in which any Indemnitee may be
involved, or is threatened to be involved, as a party or otherwise, by reason of
its status as an Indemnitee; provided, that in each case the Indemnitee acted in
good faith and in a                                                             
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manner that such Indemnitee reasonably believed to be in, or (in the case of a  
Person other than the General Partners) not opposed to, the best interests of   
the Partnership and, with respect to any criminal proceeding, had no reasonable 
cause to believe its conduct was unlawful; provided, further, no indemnification
pursuant to this Section 7.7 shall be available to the General Partners with    
respect to their obligations incurred pursuant to the Underwriting Agreement or 
the Contribution Agreement (other than obligations incurred by the General      
Partners on behalf of the Partnership, the Intermediate Partnership or the      
Operating Subsidiary). The termination of any action, suit or proceeding by     
judgment, order, settlement, conviction or upon a plea of nolo contendere, or   
its equivalent, shall not create a presumption that the Indemnitee acted in a   
manner contrary to that specified above. Any indemnification pursuant to this   
Section 7.7 shall be made only out of the assets of the Partnership, it being   
agreed that the General Partners shall not be personally liable for such        
indemnification and shall have no obligation to contribute or loan any monies or
property to the Partnership to enable it to effectuate such indemnification.    

    (b) To the fullest extent permitted by law, expenses (including legal fees
and expenses) incurred by an Indemnitee who is indemnified pursuant to Section  
7.7(a) in defending any claim, demand, action, suit or proceeding shall, from   
time to time, be advanced by the Partnership prior to the final disposition of  
such claim, demand, action, suit or proceeding upon receipt by the Partnership  
of any undertaking by or on behalf of the Indemnitee to repay such amount if it 
shall be determined that the Indemnitee is not entitled to be indemnified as    
authorized in this Section 7.7.                                                 

   (c) The indemnification provided by this Section 7.7 shall be in addition
to any other rights to which an Indemnitee may be entitled under any agreement, 
pursuant to any vote of the holders of Outstanding Limited Partner Interests, as
a matter of law or otherwise, both as to actions in the Indemnitee's capacity as
an Indemnitee and as to actions in any other capacity (including any capacity   
under the Underwriting Agreement), and shall continue as to an Indemnitee who   
has ceased to serve in such capacity and shall inure to the benefit of the      
heirs, successors, assigns and administrators of the Indemnitee.                

 (d) The Partnership may purchase and maintain (or reimburse the General
Partners or their Affiliates for the cost of) insurance, on behalf of the       
General Partners, their Affiliates and such other Persons as the Managing       
General Partner shall determine, against any liability that may be asserted     
against or expense that may be incurred by such Person in connection with the   
Partnership's activities or such Person's activities on behalf of the           
Partnership, regardless of whether the Partnership would have the power to      
indemnify such Person against such liability under the provisions of this       
Agreement.                                                                      

  (e) For purposes of this Section 7.7, the Partnership shall be deemed to
have requested an Indemnitee to serve as fiduciary of an employee benefit plan  
whenever the performance by it of its duties to the Partnership also imposes    
duties on, or otherwise involves services by, it to the plan or participants or 
beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect  
to an employee benefit plan pursuant to applicable law shall constitute "fines" 
within the meaning of Section 7.7(a); and action taken or omitted by it with    
respect to any employee benefit plan in the performance of its duties for a     
purpose reasonably believed by it to be in the interest of the participants and 
beneficiaries of the plan shall be deemed to be for a purpose which is in, or   
not opposed to, the best interests of the Partnership.                          

    (f) In no event may an Indemnitee subject the Limited Partners to personal
liability by reason of the indemnification provisions set forth in this         
Agreement.                                                                      

   (g) An Indemnitee shall not be denied indemnification in whole or in part
under this Section 7.7 because the Indemnitee had an interest in the transaction
with respect to which the indemnification applies if the transaction was        
otherwise permitted by the terms of this Agreement.                             

(h) The provisions of this Section 7.7 are for the benefit of the     
Indemnitees, their heirs, successors, assigns and administrators and shall not  
be deemed to create any rights for the benefit of any other Persons.            

(i) No amendment, modification or repeal of this Section 7.7 or any   
provision hereof shall in any manner terminate, reduce or impair the right of   
any past, present or future Indemnitee to be indemnified                        

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by the Partnership, nor the obligations of the Partnership to indemnify any such
Indemnitee under and in accordance with the provisions of this Section 7.7 as in
effect immediately prior to such amendment, modification or repeal with respect 
to claims arising from or relating to matters occurring, in whole or in part,   
prior to such amendment, modification or repeal, regardless of when such claims 
may arise or be asserted.                                                       

SECTION 7.8  Liability of Indemnitees.                                          

   (a) Notwithstanding anything to the contrary set forth in this Agreement,
no Indemnitee shall be liable for monetary damages to the Partnership, the      
Limited Partners, the Assignees or any other Persons who have acquired interests
in the Partnership Securities, for losses sustained or liabilities incurred as a
result of any act or omission if such Indemnitee acted in good faith.           

   (b) Subject to its obligations and duties as Managing General Partner set
forth in Section 7.1(a), the Managing General Partner may exercise any of the   
powers granted to it by this Agreement and perform any of the duties imposed    
upon it hereunder either directly or by or through its agents, and the Managing 
General Partner shall not be responsible for any misconduct or negligence on the
part of any such agent appointed by the Managing General Partner in good faith. 

(c) To the extent that, at law or in equity, an Indemnitee has duties 
(including fiduciary duties) and liabilities relating thereto to the Partnership
or to the Partners, the General Partners and any other Indemnitee acting in     
connection with the Partnership's business or affairs shall not be liable to the
Partnership or to any Partner for its good faith reliance on the provisions of  
this Agreement. The provisions of this Agreement, to the extent that they       
restrict or otherwise modify the duties and liabilities of an Indemnitee        
otherwise existing at law or in equity, are agreed by the Partners to replace   
such other duties and liabilities of such Indemnitee.                           

(d) Any amendment, modification or repeal of this Section 7.8 or any  
provision hereof shall be prospective only and shall not in any way affect the  
limitations on the liability to the Partnership, the Limited Partners, the      
General Partners, and the Partnership's and General Partners' directors,        
officers and employees under this Section 7.8 as in effect immediately prior to 
such amendment, modification or repeal with respect to claims arising from or   
relating to matters occurring, in whole or in part, prior to such amendment,    
modification or repeal, regardless of when such claims may arise or be asserted.

SECTION 7.9  Resolution of Conflicts of Interest.                               

     (a) Unless otherwise expressly provided in this Agreement, the Intermediate
Partnership Agreement or the Operating Subsidiary Agreement, whenever a         
potential conflict of interest exists or arises between a General Partner or any
of its Affiliates, on the one hand, and the Partnership, the Intermediate       
Partnership, the Operating Subsidiary, any Partner or any Assignee, on the      
other, any resolution or course of action by a General Partner or its Affiliates
in respect of such conflict of interest shall be permitted and deemed approved  
by all Partners, and shall not constitute a breach of this Agreement, of the    
Intermediate Partnership Agreement, of the Operating Subsidiary Agreement, of   
any agreement contemplated herein or therein, or of any duty stated or implied  
by law or equity, if the resolution or course of action is, or by operation of  
this Agreement is deemed to be, fair and reasonable to the Partnership. The     
Managing General Partner shall be authorized but not required in connection with
its resolution of such conflict of interest to seek Special Approval of such    
resolution. Any conflict of interest and any resolution of such conflict of     
interest shall be conclusively deemed fair and reasonable to the Partnership if 
such conflict of interest or resolution is (i) approved by Special Approval (as 
long as the material facts known to the Managing General Partner or any of its  
Affiliates regarding any proposed transaction were disclosed to the Conflicts   
Committee at the time it gave its approval), (ii) on terms no less favorable to 
the Partnership than those generally being provided to or available from        
unrelated third parties or (iii) fair to the Partnership, taking into account   
the totality of the relationships between the parties involved (including other 
transactions that may be particularly favorable or advantageous to the          
Partnership). The Managing General Partner may also adopt a resolution or course
of action that has not received Special Approval.                               

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The Managing General Partner (including the Conflicts Committee in connection   
with Special Approval) shall be authorized in connection with its determination 
of what is "fair and reasonable" to the Partnership and in connection with its  
resolution of any conflict of interest to consider (A) the relative interests of
any party to such conflict, agreement, transaction or situation and the benefits
and burdens relating to such interest; (B) any customary or accepted industry   
practices and any customary or historical dealings with a particular Person; (C)
any applicable generally accepted accounting practices or principles; and (D)   
such additional factors as the Managing General Partner (including the Conflicts
Committee) determines in its sole discretion to be relevant, reasonable or      
appropriate under the circumstances. Nothing contained in this Agreement,       
however, is intended to nor shall it be construed to require the Managing       
General Partner (including the Conflicts Committee) to consider the interests of
any Person other than the Partnership. In the absence of bad faith by the       
Managing General Partner, the resolution, action or terms so made, taken or     
provided by the Managing General Partner with respect to such matter shall not  
constitute a breach of this Agreement or any other agreement contemplated herein
or a breach of any standard of care or duty imposed herein or therein or, to the
extent permitted by law, under the Delaware Act or any other law, rule or       
regulation.                                                                     

(b) Whenever this Agreement or any other agreement contemplated hereby
provides that the Managing General Partner or any of its Affiliates is permitted
or required to make a decision (i) in its "sole discretion" or "discretion,"    
that it deems "necessary or appropriate" or "necessary or advisable" or under a 
grant of similar authority or latitude, except as otherwise provided herein, the
Managing General Partner or such Affiliate shall be entitled to consider only   
such interests and factors as it desires and shall have no duty or obligation to
give any consideration to any interest of, or factors affecting, the            
Partnership, the Intermediate Partnership, the Operating Subsidiary, any Limited
Partner or any Assignee, (ii) it may make such decision in its sole discretion  
(regardless of whether there is a reference to "sole discretion" or             
"discretion") unless another express standard is provided for, or (iii) in "good
faith" or under another express standard, the Managing General Partner or such  
Affiliate shall act under such express standard and shall not be subject to any 
other or different standards imposed by this Agreement, the Intermediate        
Partnership Agreement, the Operating Subsidiary Agreement, any other agreement  
contemplated hereby or under the Delaware Act or any other law, rule or         
regulation. In addition, any actions taken by the Managing General Partner or   
such Affiliate consistent with the standards of "reasonable discretion" set     
forth in the definitions of Available Cash or Operating Surplus shall not       
constitute a breach of any duty of the Managing General Partner to the          
Partnership or the Limited Partners. The Managing General Partner shall have no 
duty, express or implied, to sell or otherwise dispose of any asset of the      
Partnership Group other than in the ordinary course of business. No borrowing by
any Group Member or the approval thereof by the Managing General Partner shall  
be deemed to constitute a breach of any duty of the Managing General Partner to 
the Partnership or the Limited Partners by reason of the fact that the purpose  
or effect of such borrowing is directly or indirectly to (A) enable             
distributions to the General Partners or their Affiliates (including in their   
capacities as Limited Partners) to exceed 1% of the total amount distributed to 
all partners or (B) hasten the expiration of the Subordination Period or the    
conversion of any Subordinated Units into Common Units.                         

(c) Whenever a particular transaction, arrangement or resolution of a 
conflict of interest is required under this Agreement to be "fair and           
reasonable" to any Person, the fair and reasonable nature of such transaction,  
arrangement or resolution shall be considered in the context of all similar or  
related transactions.                                                           

(d) The Unitholders hereby authorize the Managing General Partner, on 
behalf of the Partnership as a partner of a Group Member, to approve of actions 
by the general partner of such Group Member similar to those actions permitted  
to be taken by the Managing General Partner pursuant to this Section 7.9.       

SECTION 7.10  Other Matters Concerning the General Partners.                    

(a) A General Partner may rely and shall be protected in acting or    
refraining from acting upon any resolution, certificate, statement, instrument, 
opinion, report, notice, request, consent, order, bond,                         

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debenture or other paper or document believed by it to be genuine and to have   
been signed or presented by the proper party or parties.                        

(b) A General Partner may consult with legal counsel, accountants,    
appraisers, management consultants, investment bankers and other consultants and
advisers selected by it, and any act taken or omitted to be taken in reliance   
upon the opinion (including an Opinion of Counsel) of such Persons as to matters
that such General Partner reasonably believes to be within such Person's        
professional or expert competence shall be conclusively presumed to have been   
done or omitted in good faith and in accordance with such opinion.              

     (c) A General Partner shall have the right, in respect of any of its powers
or obligations hereunder, to act through any of its duly authorized officers, a 
duly appointed attorney or attorneys-in-fact or the duly authorized officers of 
the Partnership.                                                                

  (d) Any standard of care and duty imposed by this Agreement or under the
Delaware Act or any applicable law, rule or regulation shall be modified, waived
or limited, to the extent permitted by law, as required to permit the General   
Partners to act under this Agreement or any other agreement contemplated by this
Agreement and to make any decision pursuant to the authority prescribed in this 
Agreement, so long as such action is reasonably believed by the Managing General
Partner to be in, or not inconsistent with, the best interests of the           
Partnership.                                                                    

SECTION 7.11  Purchase or Sale of Partnership Securities.                       

The Managing General Partner may cause the Partnership to purchase or 
otherwise acquire Partnership Securities; provided that, except as permitted    
pursuant to Section 4.10, the Managing General Partner may not cause any Group  
Member to purchase Subordinated Units during the Subordination Period. As long  
as Partnership Securities are held by any Group Member, such Partnership        
Securities shall not be considered Outstanding for any purpose, except as       
otherwise provided herein. The General Partners or any of their Affiliates may  
also purchase or otherwise acquire and sell or otherwise dispose of Partnership 
Securities for their own account, subject to the provisions of Articles IV and  
X.                                                                              

SECTION 7.12  Registration Rights of the General Partners and their Affiliates. 

     (a) If (i) either of the General Partners or any Affiliate of either of the
General Partners (including for purposes of this Section 7.12, any Person that  
is an Affiliate of either of the General Partners at the date hereof            
notwithstanding that it may later cease to be an Affiliate of either of the     
General Partners) holds Partnership Securities that it desires to sell and (ii) 
Rule 144 of the Securities Act (or any successor rule or regulation to Rule 144)
or another exemption from registration is not available to enable such holder of
Partnership Securities (the "Holder") to dispose of the number of Partnership   
Securities it desires to sell at the time it desires to do so without           
registration under the Securities Act, then upon the request of such General    
Partner or any of its Affiliates, the Partnership shall file with the Commission
as promptly as practicable after receiving such request, and use all reasonable 
efforts to cause to become effective and remain effective for a period of not   
less than six months following its effective date or such shorter period as     
shall terminate when all Partnership Securities covered by such registration    
statement have been sold, a registration statement under the Securities Act     
registering the offering and sale of the number of Partnership Securities       
specified by the Holder; provided, however, that the Partnership shall not be   
required to effect more than three registrations pursuant to this Section       
7.12(a); and provided further, however, that if the Conflicts Committee         
determines in its good faith judgment that a postponement of the requested      
registration for up to six months would be in the best interests of the         
Partnership and its Partners due to a pending transaction, investigation or     
other event, the filing of such registration statement or the effectiveness     
thereof may be deferred for up to six months, but not thereafter. In connection 
with any registration pursuant to the immediately preceding sentence, the       
Partnership shall promptly prepare and file (x) such documents as may be        
necessary to register or qualify the securities subject to such registration    
under the securities laws of such states as the Holder shall reasonably request;
provided, however, that no such qualification shall be required in any          
jurisdiction where, as a result thereof, the                                    

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Partnership would become subject to general service of process or to taxation or
qualification to do business as a foreign corporation or partnership doing      
business in such jurisdiction solely as a result of such registration, and (y)  
such documents as may be necessary to apply for listing or to list the          
Partnership Securities subject to such registration on such National Securities 
Exchange as the Holder shall reasonably request, and do any and all other acts  
and things that may reasonably be necessary or advisable to enable the Holder to
consummate a public sale of such Partnership Securities in such states. Except  
as set forth in Section 7.12(c), all costs and expenses of any such registration
and offering (other than the underwriting discounts and commissions) shall be   
paid by the Partnership, without reimbursement by the Holder.                   

 (b) If the Partnership shall at any time propose to file a registration
statement under the Securities Act for an offering of equity securities of the  
Partnership for cash (other than an offering relating solely to an employee     
benefit plan), the Partnership shall use all reasonable efforts to include such 
number or amount of securities held by the Holder in such registration statement
as the Holder shall request. If the proposed offering pursuant to this Section  
7.12(b) shall be an underwritten offering, then, in the event that the managing 
underwriter or managing underwriters of such offering advise the Partnership and
the Holder in writing that in their opinion the inclusion of all or some of the 
Holder's Partnership Securities would adversely and materially affect the       
success of the offering, the Partnership shall include in such offering only    
that number or amount, if any, of securities held by the Holder which, in the   
opinion of the managing underwriter or managing underwriters, will not so       
adversely and materially affect the offering. Except as set forth in Section    
7.12(c), all costs and expenses of any such registration and offering (other    
than the underwriting discounts and commissions) shall be paid by the           
Partnership, without reimbursement by the Holder.                               

(c) If underwriters are engaged in connection with any registration   
referred to in this Section 7.12, the Partnership shall provide indemnification,
representations, covenants, opinions and other assurance to the underwriters in 
form and substance reasonably satisfactory to such underwriters. Further, in    
addition to and not in limitation of the Partnership's obligation under Section 
7.7, the Partnership shall, to the fullest extent permitted by law, indemnify   
and hold harmless the Holder, its officers, directors and each Person who       
controls the Holder (within the meaning of the Securities Act) and any agent    
thereof (collectively, "Indemnified Persons") against any losses, claims,       
demands, actions, causes of action, assessments, damages, liabilities (joint or 
several), costs and expenses (including interest, penalties and reasonable      
attorneys' fees and disbursements), resulting to, imposed upon, or incurred by  
the Indemnified Persons, directly or indirectly, under the Securities Act or    
otherwise (hereinafter referred to in this Section 7.12(c) as a "claim" and in  
the plural as "claims") based upon, arising out of or resulting from any untrue 
statement or alleged untrue statement of any material fact contained in any     
registration statement under which any Partnership Securities were registered   
under the Securities Act or any state securities or Blue Sky laws, in any       
preliminary prospectus (if used prior to the effective date of such registration
statement), or in any summary or final prospectus or in any amendment or        
supplement thereto (if used during the period the Partnership is required to    
keep the registration statement current), or arising out of, based upon or      
resulting from the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements made therein  
not misleading; provided, however, that the Partnership shall not be liable to  
any Indemnified Person to the extent that any such claim arises out of, is based
upon or results from an untrue statement or alleged untrue statement or omission
or alleged omission made in such registration statement, such preliminary,      
summary or final prospectus or such amendment or supplement, in reliance upon   
and in conformity with written information furnished to the Partnership by or on
behalf of such Indemnified Person specifically for use in the preparation       
thereof.                                                                        

(d) The provisions of Section 7.12(a) and 7.12(b) shall continue to be
applicable with respect to the General Partners (and any of the General         
Partners' Affiliates) after they cease to be Partners of the Partnership, during
a period of two years subsequent to the effective date of such cessation and for
so long thereafter as is required for the Holder to sell all of the Partnership 
Securities with respect to which it has requested during such two-year period   
inclusion in a registration statement otherwise filed or that a registration    
statement be filed; provided, however, that the Partnership shall not be        
required to file                                                                

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successive registration statements covering the same Partnership Securities for 
which registration was demanded during such two-year period. The provisions of  
Section 7.12(c) shall continue in effect thereafter.                            

     (e) Any request to register Partnership Securities pursuant to this Section
7.12 shall (i) specify the Partnership Securities intended to be offered and    
sold by the Person making the request, (ii) express such Person's present intent
to offer such shares for distribution, (iii) describe the nature or method of   
the proposed offer and sale of Partnership Securities, and (iv) contain the     
undertaking of such Person to provide all such information and materials and    
take all action as may be required in order to permit the Partnership to comply 
with all applicable requirements in connection with the registration of such    
Partnership Securities.                                                         

SECTION 7.13  Reliance by Third Parties.                                        

Notwithstanding anything to the contrary in this Agreement, any Person
dealing with the Partnership shall be entitled to assume that the Managing      
General Partner and any officer of the Managing General Partner authorized by   
the Managing General Partner to act on behalf of and in the name of the         
Partnership has full power and authority to encumber, sell or otherwise use in  
any manner any and all assets of the Partnership and to enter into any          
authorized contracts on behalf of the Partnership, and such Person shall be     
entitled to deal with the Managing General Partner or any such officer as if it 
were the Partnership's sole party in interest, both legally and beneficially.   
Each Limited Partner hereby waives any and all defenses or other remedies that  
may be available against such Person to contest, negate or disaffirm any action 
of the Managing General Partner or any such officer in connection with any such 
dealing. In no event shall any Person dealing with the Managing General Partner 
or any such officer or its representatives be obligated to ascertain that the   
terms of the Agreement have been complied with or to inquire into the necessity 
or expedience of any act or action of the Managing General Partner or any such  
officer or its representatives. Each and every certificate, document or other   
instrument executed on behalf of the Partnership by the Managing General Partner
or its representatives shall be conclusive evidence in favor of any and every   
Person relying thereon or claiming thereunder that (a) at the time of the       
execution and delivery of such certificate, document or instrument, this        
Agreement was in full force and effect, (b) the Person executing and delivering 
such certificate, document or instrument was duly authorized and empowered to do
so for and on behalf of the Partnership and (c) such certificate, document or   
instrument was duly executed and delivered in accordance with the terms and     
provisions of this Agreement and is binding upon the Partnership.               

ARTICLE VIII

BOOKS, RECORDS, ACCOUNTING AND REPORTS

SECTION 8.1  Records and Accounting.                                            

The Managing General Partner shall keep or cause to be kept at the    
principal office of the Partnership appropriate books and records with respect  
to the Partnership's business, including all books and records necessary to     
provide to the Limited Partners any information required to be provided pursuant
to Section 3.4(a). Any books and records maintained by or on behalf of the      
Partnership in the regular course of its business, including the record of the  
Record Holders and Assignees of Units or other Partnership Securities, books of 
account and records of Partnership proceedings, may be kept on, or be in the    
form of, computer disks, hard drives, punch cards, magnetic tape, photographs,  
micrographics or any other information storage device; provided, that the books 
and records so maintained are convertible into clearly legible written form     
within a reasonable period of time. The books of the Partnership shall be       
maintained, for financial reporting purposes, on an accrual basis in accordance 
with U.S. GAAP.                                                                 

SECTION 8.2  Fiscal Year.                                                       

   The fiscal year of the Partnership shall be a fiscal year ending December
31.                                                                             
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SECTION 8.3  Reports.                                                           

   (a) As soon as practicable, but in no event later than 120 days after the
close of each fiscal year of the Partnership, the Managing General Partner shall
cause to be mailed or made available to each Record Holder of a Unit as of a    
date selected by the Managing General Partner in its discretion, an annual      
report containing financial statements of the Partnership for such fiscal year  
of the Partnership, presented in accordance with U.S. GAAP, including a balance 
sheet and statements of operations, Partnership equity and cash flows, such     
statements to be audited by a firm of independent public accountants selected by
the Managing General Partner.                                                   

  (b) As soon as practicable, but in no event later than 90 days after the
close of each Quarter except the last Quarter of each fiscal year, the Managing 
General Partner shall cause to be mailed or made available to each Record Holder
of a Unit, as of a date selected by the Managing General Partner in its         
discretion, a report containing unaudited financial statements of the           
Partnership and such other information as may be required by applicable law,    
regulation or rule of any National Securities Exchange on which the Units are   
listed for trading, or as the Managing General Partner determines to be         
necessary or appropriate.                                                       

ARTICLE IX

TAX MATTERS 

SECTION 9.1  Tax Returns and Information.                                       

   The Partnership shall timely file all returns of the Partnership that are
required for federal, state and local income tax purposes on the basis of the   
accrual method and a taxable year ending on December 31. The tax information    
reasonably required by Record Holders for federal and state income tax reporting
purposes with respect to a taxable year shall be furnished to them within 90    
days of the close of the calendar year in which the Partnership's taxable year  
ends. The classification, realization and recognition of income, gain, losses   
and deductions and other items shall be on the accrual method of accounting for 
federal income tax purposes.                                                    

SECTION 9.2  Tax Elections.                                                     

   (a) The Partnership shall make the election under Section 754 of the Code
in accordance with applicable regulations thereunder, subject to the reservation
of the right to seek to revoke any such election upon the Managing General      
Partner's determination that such revocation is in the best interests of the    
Limited Partners. Notwithstanding any other provision herein contained, for the 
purposes of computing the adjustments under Section 743(b) of the Code, the     
Managing General Partner shall be authorized (but not required) to adopt a      
convention whereby the price paid by a transferee of a Limited Partner Interest 
will be deemed to be the lowest quoted closing price of the Limited Partner     
Interests on any National Securities Exchange on which such Limited Partner     
Interests are traded during the calendar month in which such transfer is deemed 
to occur pursuant to Section 6.2(g) without regard to the actual price paid by  
such transferee.                                                                

   (b) The Partnership shall elect to deduct expenses incurred in organizing
the Partnership ratably over a sixty-month period as provided in Section 709 of 
the Code.                                                                       

     (c) Except as otherwise provided herein, the Managing General Partner shall
determine whether the Partnership should make any other elections permitted by  
the Code.                                                                       

SECTION 9.3  Tax Controversies.                                                 

Subject to the provisions hereof, the Managing General Partner is     
designated as the Tax Matters Partner (as defined in the Code) and is authorized
and required to represent the Partnership (at the Partnership's expense) in     
connection with all examinations of the Partnership's affairs by tax            
authorities, including resulting administrative and judicial proceedings, and to
expend Partnership funds for                                                    

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professional services and costs associated therewith. Each Partner agrees to    
cooperate with the Managing General Partner and to do or refrain from doing any 
or all things reasonably required by the Managing General Partner to conduct    
such proceedings.                                                               

SECTION 9.4  Withholding.                                                       

     Notwithstanding any other provision of this Agreement, the Managing General
Partner is authorized to take any action that it determines in its discretion to
be necessary or appropriate to cause the Partnership, the Intermediate          
Partnership and the Operating Subsidiary to comply with any withholding         
requirements established under the Code or any other federal, state or local law
including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of
the Code. To the extent that the Partnership is required or elects to withhold  
and pay over to any taxing authority any amount resulting from the allocation or
distribution of income to any Partner or Assignee (including, without           
limitation, by reason of Section 1446 of the Code), the amount withheld may at  
the discretion of the Managing General Partner be treated by the Partnership as 
a distribution of cash pursuant to Section 6.3 in the amount of such withholding
from such Partner.                                                              

ARTICLE X 

ADMISSION OF PARTNERS 

SECTION 10.1  Admission of Initial Limited Partners.                            

  Upon the issuance by the Partnership of Common Units, Subordinated Units
and Incentive Distribution Rights to the General Partners as described in       
Section 5.2, each General Partner shall be deemed to have been admitted to the  
Partnership as a Limited Partner in respect of the Common Units, Subordinated   
Units or Incentive Distribution Rights issued to it. Upon the issuance by the   
Partnership of Common Units to the Underwriters as described in Section 5.3 in  
connection with the Initial Offering and the execution by each Underwriter of a 
Transfer Application, the Managing General Partner shall admit the Underwriters 
to the Partnership as Initial Limited Partners in respect of the Common Units   
purchased by them.                                                              

SECTION 10.2  Admission of Substituted Limited Partner.                         

  By transfer of a Limited Partner Interest in accordance with Article IV,
the transferor shall be deemed to have given the transferee the right to seek   
admission as a Substituted Limited Partner subject to the conditions of, and in 
the manner permitted under, this Agreement. A transferor of a Certificate       
representing a Limited Partner Interest shall, however, only have the authority 
to convey to a purchaser or other transferee who does not execute and deliver a 
Transfer Application (a) the right to negotiate such Certificate to a purchaser 
or other transferee and (b) the right to transfer the right to request admission
as a Substituted Limited Partner to such purchaser or other transferee in       
respect of the transferred Limited Partner Interests. Each transferee of a      
Limited Partner Interest (including any nominee holder or an agent acquiring    
such Limited Partner Interest for the account of another Person) who executes   
and delivers a Transfer Application shall, by virtue of such execution and      
delivery, be an Assignee and be deemed to have applied to become a Substituted  
Limited Partner with respect to the Limited Partner Interests so transferred to 
such Person. Such Assignee shall become a Substituted Limited Partner (x) at    
such time as the Managing General Partner consents thereto, which consent may be
given or withheld in the Managing General Partner's discretion, and (y) when any
such admission is shown on the books and records of the Partnership. If such    
consent is withheld, such transferee shall be an Assignee. An Assignee shall    
have an interest in the Partnership equivalent to that of a Limited Partner with
respect to allocations and distributions, including liquidating distributions,  
of the Partnership. With respect to voting rights attributable to Limited       
Partner Interests that are held by Assignees, the Managing General Partner shall
be deemed to be the Limited Partner with respect thereto and shall, in          
exercising the voting rights in respect of such Limited Partner Interests on any
matter, vote such Limited Partner Interests at the written                      

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direction of the Assignee who is the Record Holder of such Limited Partner      
Interests. If no such written direction is received, such Limited Partner       
Interests will not be voted. An Assignee shall have no other rights of a Limited
Partner.                                                                        

SECTION 10.3  Admission of Successor General Partners.                          

     A successor General Partner approved pursuant to Section 11.1, 11.2 or 11.4
or the transferee of or successor to all of such General Partner Interest       
pursuant to Section 4.6 who is proposed to be admitted as a successor General   
Partner shall be admitted to the Partnership as the Managing General Partner, or
the Special General Partner, as the case may be, effective immediately prior to 
the withdrawal or removal of the predecessor or transferring Managing General   
Partner or Special General Partner, as the case may be, pursuant to Section     
11.1, 11.2 or 11.4 or the transfer of such General Partner's General Partner    
Interest pursuant to Section 4.6, provided, however, that no such successor     
shall be admitted to the Partnership until compliance with the terms of Section 
4.6 has occurred and such successor has executed and delivered such other       
documents or instruments as may be required to effect such admission. Any such  
successor shall, subject to the terms hereof, carry on the business of the      
members of the Partnership Group without dissolution.                           

SECTION 10.4  Admission of Additional Limited Partners.                         

     (a) A Person (other than a General Partner, an Initial Limited Partner or a
Substituted Limited Partner) who makes a Capital Contribution to the Partnership
in accordance with this Agreement shall be admitted to the Partnership as an    
Additional Limited Partner only upon furnishing to the Managing General Partner 
(i) evidence of acceptance in form satisfactory to the Managing General Partner 
of all of the terms and conditions of this Agreement, including the power of    
attorney granted in Section 2.6, and (ii) such other documents or instruments as
may be required in the discretion of the Managing General Partner to effect such
Person's admission as an Additional Limited Partner.                            

(b) Notwithstanding anything to the contrary in this Section 10.4, no 
Person shall be admitted as an Additional Limited Partner without the consent of
the Managing General Partner, which consent may be given or withheld in the     
Managing General Partner's discretion. The admission of any Person as an        
Additional Limited Partner shall become effective on the date upon which the    
name of such Person is recorded as such in the books and records of the         
Partnership, following the consent of the Managing General Partner to such      
admission.                                                                      

SECTION 10.5  Amendment of Agreement and Certificate of Limited Partnership.    

 To effect the admission to the Partnership of any Partner, the Managing
General Partner shall take all steps necessary and appropriate under the        
Delaware Act to amend the records of the Partnership to reflect such admission  
and, if necessary, to prepare as soon as practicable an amendment to this       
Agreement and, if required by law, the Managing General Partner shall prepare   
and file an amendment to the Certificate of Limited Partnership, and the        
Managing General Partner may for this purpose, among others, exercise the power 
of attorney granted pursuant to Section 2.6.                                    

ARTICLE XI

WITHDRAWAL OR REMOVAL OF PARTNERS 

SECTION 11.1  Withdrawal of the Managing General Partner.                       

     (a) The Managing General Partner shall be deemed to have withdrawn from the
Partnership upon the occurrence of any one of the following events (each such   
event herein referred to as an "Event of Withdrawal");                          

   (i) The Managing General Partner voluntarily withdraws from the
     Partnership by giving written notice to the other Partners (and it shall be
deemed that the Managing General Partner has                          
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withdrawn pursuant to this Section 11.1(a)(i) if the Managing General 
  Partner voluntarily withdraws (A) as general partner of the Intermediate
Partnership or (B) as managing member of the Operating Subsidiary);   

    (ii) The Managing General Partner transfers all of its rights as
Managing General Partner pursuant to Section 4.6;                     

     (iii) The Managing General Partner is removed pursuant to Section
11.2;                                                                 

        (iv) The Managing General Partner (A) makes a general assignment for
 the benefit of creditors; (B) files a voluntary bankruptcy petition for
  relief under Chapter 7 of the United States Bankruptcy Code; (C) files a
     petition or answer seeking for itself a liquidation, dissolution or similar
 relief (but not a reorganization) under any law; (D) files an answer or
    other pleading admitting or failing to contest the material allegations of
  a petition filed against the Managing General Partner in a proceeding of
   the type described in clauses (A)-(C) of this Section 11.1(a)(iv); or (E)
     seeks, consents to or acquiesces in the appointment of a trustee (but not a
debtor-in-possession), receiver or liquidator of the Managing General 
Partner or of all or any substantial part of its properties;          

         (v) A final and non-appealable order of relief under Chapter 7 of the
United States Bankruptcy Code is entered by a court with appropriate  
    jurisdiction pursuant to a voluntary or involuntary petition by or against
the Managing General Partner; or                                      

          (vi) (A) in the event the Managing General Partner is a corporation, a
certificate of dissolution or its equivalent is filed for the Managing
     General Partner, or 90 days expire after the date of notice to the Managing
     General Partner of revocation of its charter without a reinstatement of its
     charter, under the laws of its state of incorporation; (B) in the event the
   Managing General Partner is a partnership or a limited liability company,
the dissolution and commencement of winding up of the Managing General
  Partner; (C) in the event the Managing General Partner is acting in such
  capacity by virtue of being a trustee of a trust, the termination of the
   trust; (D) in the event the Managing General Partner is a natural person,
   his death or adjudication of incompetency; and (E) otherwise in the event
of the termination of the Managing General Partner.                   

     If an Event of Withdrawal specified in Section 11.1(a)(iv), (v) or (vi)(A),
(B), (C) or (E) occurs, the withdrawing Managing General Partner shall give     
notice to the Limited Partners within 30 days after such occurrence. The        
Partners hereby agree that only the Events of Withdrawal described in this      
Section 11.1 shall result in the withdrawal of the Managing General Partner from
the Partnership.                                                                

  (b) Withdrawal of the Managing General Partner from the Partnership upon
the occurrence of an Event of Withdrawal shall not constitute a breach of this  
Agreement under the following circumstances: (i) at any time during the period  
beginning on the Closing Date and ending at 12:00 midnight, Eastern Standard    
Time, on September 30, 2009, the Managing General Partner voluntarily withdraws 
by giving at least 90 days' advance notice of its intention to withdraw to the  
Limited Partners; provided that prior to the effective date of such withdrawal, 
the withdrawal is approved by Unitholders holding at least a majority of the    
Outstanding Common Units (excluding Common Units held by the General Partners   
and their Affiliates) and the Managing General Partner delivers to the          
Partnership an Opinion of Counsel ("Withdrawal Opinion of Counsel") that such   
withdrawal (following the selection of the successor Managing General Partner)  
would not result in the loss of the limited liability of any Limited Partner or 
of a limited partner of the Intermediate Partnership or of a member of the      
Operating Subsidiary or cause the Partnership or the Intermediate Partnership or
the Operating Subsidiary to be treated as an association taxable as a           
corporation or otherwise to be taxed as an entity for federal income tax        
purposes (to the extent not previously treated as such); (ii) at any time after 
12:00 midnight, Eastern Standard Time, on September 30, 2009, the Managing      
General Partner voluntarily withdraws by giving at least 90 days' advance notice
to the Unitholders, such withdrawal to take effect on the date specified in such
notice; (iii) at any time that the Managing General Partner ceases to be the    
Managing General Partner pursuant to Section 11.1(a)(ii) or is removed pursuant 
to Section 11.2; or (iv) notwithstanding clause (i) of this sentence, at any    
time that the Managing General Partner voluntarily withdraws by giving at least 
90 days'                                                                        

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advance notice of its intention to withdraw to the Limited Partners, such       
withdrawal to take effect on the date specified in the notice, if at the time   
such notice is given one Person and its Affiliates (other than the General      
Partners and their Affiliates) own beneficially or of record or control at least
50% of the Outstanding Units. The withdrawal of the Managing General Partner    
from the Partnership upon the occurrence of an Event of Withdrawal shall also   
constitute the withdrawal of the Managing General Partner as general partner or 
managing member, as the case may be, of the other Group Members. If the Managing
General Partner gives a notice of withdrawal pursuant to Section 11.1(a)(i), the
holders of a Unit Majority, may, prior to the effective date of such withdrawal,
elect a successor Managing General Partner. The Person so elected as successor  
Managing General Partner shall automatically become the successor general       
partner or managing member, as the case may be, of the other Group Members of   
which the Managing General Partner is a general partner or a managing member.   
If, prior to the effective date of the Managing General Partner's withdrawal, a 
successor is not selected by the Unitholders as provided herein or the          
Partnership does not receive a Withdrawal Opinion of Counsel, the Partnership   
shall be dissolved in accordance with Section 12.1. Any successor Managing      
General Partner elected in accordance with the terms of this Section 11.1 shall 
be subject to the provisions of Section 10.3.                                   

SECTION 11.2  Removal of the Managing General Partner.                          

    The Managing General Partner may be removed if such removal is approved by
the Unitholders holding at least 66 2/3% of the Outstanding Units (including    
Units held by the General Partners and their Affiliates). Any such action by    
such holders for removal of the Managing General Partner must also provide for  
the election of a successor Managing General Partner by the Unitholders holding 
a Unit Majority (including Units held by the General Partners and their         
Affiliates). Such removal shall be effective immediately following the admission
of a successor Managing General Partner pursuant to Section 10.3. The removal of
the Managing General Partner shall also automatically constitute the removal of 
the Managing General Partner as general partner or managing member, as the case 
may be, of the other Group Members of which the Managing General Partner is a   
general partner or a managing member. If a Person is elected as a successor     
Managing General Partner in accordance with the terms of this Section 11.2, such
Person shall, upon admission pursuant to Section 10.3, automatically become a   
successor general partner or managing member, as the case may be, of the other  
Group Members of which the Managing General Partner is a general partner or a   
managing member. The right of the holders of Outstanding Units to remove the    
Managing General Partner shall not exist or be exercised unless the Partnership 
has received an opinion opining as to the matters covered by a Withdrawal       
Opinion of Counsel. Any successor Managing General Partner elected in accordance
with the terms of this Section 11.2 shall be subject to the provisions of       
Section 10.3.                                                                   

SECTION 11.3  Interest of Departing Partner and Successor General Partners.     

     (a) In the event of (i) withdrawal of a General Partner under circumstances
where such withdrawal does not violate this Agreement or (ii) removal of the    
Managing General Partner by the holders of Outstanding Units under circumstances
where Cause does not exist, if a successor General Partner is elected in        
accordance with the terms of Section 11.1, 11.2 or 11.4, the Departing Partner  
shall have the option exercisable prior to the effective date of the departure  
of such Departing Partner to require its successor to purchase its General      
Partner Interest and its managing member interest (or equivalent interest) in   
the other Group Members and, in the case of the Managing General Partner, all of
its Incentive Distribution Rights (collectively, the "Combined Interest") in    
exchange for an amount in cash equal to the fair market value of such Combined  
Interest, such amount to be determined and payable as of the effective date of  
its departure. If the Managing General Partner is removed by the Unitholders    
under circumstances where Cause exists or if a General Partner withdraws under  
circumstances where such withdrawal violates this Agreement, the Intermediate   
Partnership Agreement or the Operating Subsidiary Agreement, and if a successor 
General Partner is elected in accordance with the terms of Section 11.1, 11.2 or
11.4, such successor shall have the option, exercisable prior to the effective  
date of the departure of such Departing Partner, to purchase the Combined       
Interest for such fair market value of such Combined Interest of the Departing  
Partner. In either event, the Departing Partner shall be entitled               

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to receive all reimbursements due such Departing Partner pursuant to Section    
7.4, including any employee-related liabilities (including severance            
liabilities), incurred in connection with the termination of any employees      
employed by the Departing Partner for the benefit of the Partnership or the     
other Group Members.                                                            

    For purposes of this Section 11.3(a), the fair market value of a Departing
Partner's Combined Interest shall be determined by agreement between the        
Departing Partner and its successor or, failing agreement within 30 days after  
the effective date of such Departing Partner's departure, by an independent     
investment banking firm or other independent expert selected by the Departing   
Partner and its successor, which, in turn, may rely on other experts, and the   
determination of which shall be conclusive as to such matter. If such parties   
cannot agree upon one independent investment banking firm or other independent  
expert within 45 days after the effective date of such departure, then the      
Departing Partner shall designate an independent investment banking firm or     
other independent expert, the Departing Partner's successor shall designate an  
independent investment banking firm or other independent expert, and such firms 
or experts shall mutually select a third independent investment banking firm or 
independent expert, which third independent investment banking firm or other    
independent expert shall determine the fair market value of the Combined        
Interest of the Departing Partner. In making its determination, such third      
independent investment banking firm or other independent expert may consider the
then current trading price of Units on any National Securities Exchange on which
Units are then listed, the value of the Partnership's assets, the rights and    
obligations of the Departing Partner and other factors it may deem relevant.    

  (b) If the Combined Interest is not purchased in the manner set forth in
Section 11.3(a), the Departing Partner (or its transferee) shall become a       
Limited Partner and its Combined Interest shall be converted into Common Units  
pursuant to a valuation made by an investment banking firm or other independent 
expert selected pursuant to Section 11.3(a), without reduction in such          
Partnership Interest (but subject to proportionate dilution by reason of the    
admission of its successor). Any successor General Partner shall indemnify the  
Departing Partner (or its transferee) as to all debts and liabilities of the    
Partnership arising on or after the date on which the Departing Partner (or its 
transferee) becomes a Limited Partner. For purposes of this Agreement,          
conversion of the Combined Interest of the Departing Partner to Common Units    
will be characterized as if the Departing Partner (or its transferee)           
contributed its Combined Interest to the Partnership in exchange for the newly  
issued Common Units.                                                            

    (c) If a successor General Partner is elected in accordance with the terms
of Section 11.1, 11.2 or 11.4 and the option described in Section 11.3(a) is not
exercised by the party entitled to do so, the successor General Partner shall,  
at the effective date of its admission to the Partnership, contribute to the    
Partnership cash in the amount equal to its Percentage Interest of 1/99th of the
Net Agreed Value of the Partnership's assets on such date. In such event, such  
successor General Partner shall, subject to the following sentence, be entitled 
to such Percentage Interest of all Partnership allocations and distributions to 
which the Departing Partner was entitled. In addition, a successor Managing     
General Partner shall cause this Agreement to be amended to reflect that, from  
and after the date of such successor Managing General Partner's admission, the  
successor Managing General Partner's interest in all Partnership distributions  
and allocations shall be .99%.                                                  

SECTION 11.4  Withdrawal or Removal of Special General Partner.                 

  (a) The Special General Partner may withdraw from the Partnership in the
capacity of Special General Partner (i) upon 90 days' advance written notice to 
the Managing General Partner or (ii) by transferring its General Partner        
Interest in the Partnership pursuant to Section 4.6 hereof. Such withdrawal     
shall take effect on the date specified in such notice. Upon receiving such     
notice, the Managing General Partner shall select a successor Special General   
Partner within such 90-day period. Any withdrawal of the Special General Partner
shall not become effective unless the Partnership has received by the end of    
such 90-day period a Withdrawal Opinion of Counsel that such withdrawal will not
result in the loss of limited liability of any Limited Partner or of a limited  
partner of the Intermediate Partnership or of a member of the Operating         
Subsidiary or cause the Partnership or the Intermediate Partnership or the      
Operating                                                                       

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Subsidiary to be treated as a corporation or as an association taxable as a     
corporation for federal income tax purposes. Following any withdrawal of the    
Special General Partner, the business and operations of the Partnership shall be
continued by the Managing General Partner.                                      

  (b) In addition to the voluntary withdrawal described above, the Special
General Partner shall be deemed to have withdrawn (i) when and if, the Special  
General Partner (A) makes a general assignment for the benefit of creditors, (B)
files a voluntary bankruptcy petition, (C) files a petition or answer seeking   
for itself a reorganization, arrangement, composition, readjustment,            
liquidation, dissolution or similar relief under any law, (D) files an answer or
other pleading admitting or failing to contest the material allegations of a    
petition filed against the Special General Partner in a proceeding of the type  
described in clauses (A)-(C) of this subsection, or (E) seeks, consents to or   
acquiesces in the appointment of a trustee, receiver or liquidator of the       
Special General Partner or of all or any substantial part of its properties; or 
(ii), when a final and non-appealable judgment is entered by a court with       
appropriate jurisdiction ruling that the Special General Partner is bankrupt or 
insolvent, or a final and non-appealable order for relief is entered by a court 
with appropriate jurisdiction against the Special General Partner, in each case 
under any federal or state bankruptcy or insolvency laws as now or hereinafter  
in effect; or (iii) (A) in the event the Special General Partner is a           
corporation, when a certificate of dissolution or its equivalent is filed for   
the Special General Partner, or 90 days expire after the date of notice to the  
Special General Partner of revocation of its charter without a reinstatement of 
its charter, under the laws of its state of incorporation, (B) in the event the 
Special General Partner is a partnership or a limited liability company, the    
dissolution and commencement of winding up of the Special General Partner, (C)  
in the event the Special General Partner is acting in such capacity by virtue of
being a trustee of a trust, the termination of the trust, (D) in the event the  
Special General Partner is a natural person, his death or adjudication of       
incompetency, and (E) otherwise in the event of the termination of the Special  
General Partner.                                                                

(c) The Special General Partner may be removed only if such removal is
approved by the written consent or affirmative vote of Limited Partners holding 
at least 66 2/3% of the Outstanding Units (including Units owned by the General 
Partners and their Affiliates). Any such action by the Limited Partners for     
removal of the Special General Partner must also provide for the approval of a  
successor Special General Partner. Such removal shall be effective immediately  
following the admission of the successor Special General Partner pursuant to    
Section 10.3. The right of the Limited Partners to remove the Special General   
Partner shall not exist or be exercised unless the Partnership has received an  
Opinion of Counsel that the removal of the Special General Partner and the      
selection of a successor Special General Partner will not result in (i) the loss
of limited liability of any Limited Partner or of a limited partner of the      
Intermediate Partnership or of a member of the Operating Subsidiary or (ii) the 
taxation of the Partnership or the Intermediate Partnership or the Operating    
Subsidiary as an association taxable as a corporation for federal income tax    
purposes unless already so taxed.                                               

    (d) Notwithstanding the other provisions of this Section 11.4, a successor
Special General Partner need not be selected if the Partnership has received an 
Opinion of Counsel that the failure to select a successor would not cause the   
Partnership or the Intermediate Partnership or the Operating Subsidiary to be   
treated as a corporation or as an association taxable as a corporation for      
federal income tax purposes.                                                    

SECTION 11.5  Termination of Subordination Period, Conversion of Subordinated   
          Units and Extinguishment of Cumulative Common Unit Arrearages.

  Notwithstanding any provision of this Agreement, if the Managing General
Partner is removed as general partner of the Partnership under circumstances    
where Cause does not exist and Units held by the General Partners and their     
Affiliates are not voted in favor of such removal, (i) the Subordination Period 
will end and all Outstanding Subordinated Units will immediately and            
automatically convert into Common Units on a one-for-one basis and (ii) all     
Cumulative Common Unit Arrearages on the Common Units will be extinguished.     

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SECTION 11.6  Withdrawal of Limited Partners.                                   

   No Limited Partner shall have any right to withdraw from the Partnership;
provided, however, that when a transferee of a Limited Partner's Limited Partner
Interest becomes a Record Holder of the Limited Partner Interest so transferred,
such transferring Limited Partner shall cease to be a Limited Partner with      
respect to the Limited Partner Interest so transferred.                         

ARTICLE XII 

DISSOLUTION AND LIQUIDATION 

SECTION 12.1  Dissolution.                                                      

The Partnership shall not be dissolved by the admission of Substituted
Limited Partners or Additional Limited Partners or by the admission of a        
successor Managing General Partner or a successor Special General Partner in    
accordance with the terms of this Agreement or by the withdrawal of the Special 
General Partner pursuant to Section 11.4. Upon the removal or withdrawal of the 
Managing General Partner, if a successor Managing General Partner is elected    
pursuant to Section 11.1 or 11.2, the Partnership shall not be dissolved and    
such successor Managing General Partner shall continue the business of the      
Partnership. The Partnership shall dissolve, and (subject to Section 12.2) its  
affairs shall be wound up, upon:                                                

(a) the expiration of its term as provided in Section 2.7;  

          (b) an Event of Withdrawal of the Managing General Partner as provided
    in Section 11.1(a) (other than Section 11.1(a)(ii)), unless a successor is
elected and an Opinion of Counsel is received as provided in Section  
    11.1(b) or 11.2 and such successor is admitted to the Partnership pursuant
to Section 10.3;                                                      

       (c) an election to dissolve the Partnership by the Managing General
Partner that is approved by the holders of a Unit Majority;           

        (d) the entry of a decree of judicial dissolution of the Partnership
pursuant to the provisions of the Delaware Act; or                    

         (e) the sale of all or substantially all of the assets and properties
of the Partnership Group.                                             

SECTION 12.2  Continuation of the Business of the Partnership After Dissolution.

  Upon (a) dissolution of the Partnership following an Event of Withdrawal
caused by the withdrawal or removal of the Managing General Partner as provided 
in Section 11.1(a)(i) or (iii) and the failure of the Partners to select a      
successor to such Departing Partner pursuant to Section 11.1 or 11.2, then      
within 90 days thereafter, or (b) dissolution of the Partnership upon an event  
constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) or   
(vi), then, to the maximum extent permitted by law, within 180 days thereafter, 
the holders of a Unit Majority may elect to reconstitute the Partnership and    
continue its business on the same terms and conditions set forth in this        
Agreement by forming a new limited partnership on terms identical to those set  
forth in this Agreement and having as the successor managing general partner a  
Person approved by the holders of a Unit Majority. Unless such an election is   
made within the applicable time period as set forth above, the Partnership shall
conduct only activities necessary to wind up its affairs. If such an election is
so made, then:                                                                  

         (i) the reconstituted Partnership shall continue until the end of the
   term set forth in Section 2.7 unless earlier dissolved in accordance with
this Article XII;                                                     

    (ii) if the successor Managing General Partner is not the former
    Managing General Partner, then the interest of the former Managing General
Partner shall be treated in the manner provided in Section 11.3; and  

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         (iii) all necessary steps shall be taken to cancel this Agreement and
     the Certificate of Limited Partnership and to enter into and, as necessary,
     to file a new partnership agreement and certificate of limited partnership,
  and the successor managing general partner may for this purpose exercise
 the powers of attorney granted the Managing General Partner pursuant to
    Section 2.6; provided, that the right of the holders of a Unit Majority to
 approve a successor Managing General Partner and to reconstitute and to
 continue the business of the Partnership shall not exist and may not be
  exercised unless the Partnership has received an Opinion of Counsel that
(x) the exercise of the right would not result in the loss of limited 
liability of any Limited Partner and (y) neither the Partnership, the 
 reconstituted limited partnership, the Intermediate Partnership nor the
Operating Subsidiary would be treated as an association taxable as a  
 corporation or otherwise be taxable as an entity for federal income tax
purposes upon the exercise of such right to continue.                 

SECTION 12.3  Liquidator.                                                       

  Upon dissolution of the Partnership, unless the Partnership is continued
under an election to reconstitute and continue the Partnership pursuant to      
Section 12.2, the Managing General Partner shall select one or more Persons to  
act as Liquidator. The Liquidator (if other than the Managing General Partner)  
shall be entitled to receive such compensation for its services as may be       
approved by holders of at least a majority of the Outstanding Common Units and  
Subordinated Units voting as a single class. The Liquidator (if other than the  
Managing General Partner) shall agree not to resign at any time without 15 days'
prior notice and may be removed at any time, with or without cause, by notice of
removal approved by holders of at least a majority of the Outstanding Common    
Units and Subordinated Units voting as a single class. Upon dissolution, removal
or resignation of the Liquidator, a successor and substitute Liquidator (who    
shall have and succeed to all rights, powers and duties of the original         
Liquidator) shall within 30 days thereafter be approved by holders of at least a
majority of the Outstanding Common Units and Subordinated Units voting as a     
single class. The right to approve a successor or substitute Liquidator in the  
manner provided herein shall be deemed to refer also to any such successor or   
substitute Liquidator approved in the manner herein provided. Except as         
expressly provided in this Article XII, the Liquidator approved in the manner   
provided herein shall have and may exercise, without further authorization or   
consent of any of the parties hereto, all of the powers conferred upon the      
Managing General Partner under the terms of this Agreement (but subject to all  
of the applicable limitations, contractual and otherwise, upon the exercise of  
such powers, other than the limitation on sale set forth in Section 7.3(b)) to  
the extent necessary or desirable in the good faith judgment of the Liquidator  
to carry out the duties and functions of the Liquidator hereunder for and during
such period of time as shall be reasonably required in the good faith judgment  
of the Liquidator to complete the winding up and liquidation of the Partnership 
as provided for herein.                                                         

SECTION 12.4  Liquidation.                                                      

   The Liquidator shall proceed to dispose of the assets of the Partnership,
discharge its liabilities, and otherwise wind up its affairs in such manner and 
over such period as the Liquidator determines to be in the best interest of the 
Partners, subject to Section 17-804 of the Delaware Act and the following:      

(a) Disposition of Assets. The assets may be disposed of by public or 
private sale or by distribution in kind to one or more Partners on such terms as
the Liquidator and such Partner or Partners may agree. If any property is       
distributed in kind, the Partner receiving the property shall be deemed for     
purposes of Section 12.4(c) to have received cash equal to its fair market      
value; and contemporaneously therewith, appropriate cash distributions must be  
made to the other Partners. The Liquidator may, in its absolute discretion,     
defer liquidation or distribution of the Partnership's assets for a reasonable  
time if it determines that an immediate sale or distribution of all or some of  
the Partnership's assets would be impractical or would cause undue loss to the  
Partners. The Liquidator may, in its absolute discretion, distribute the        
Partnership's assets, in whole or in part, in kind if it determines that a sale 
would be impractical or would cause undue loss to the Partners.                 

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(b) Discharge of Liabilities. Liabilities of the Partnership include  
amounts owed to Partners otherwise than in respect of their distribution rights 
under Article VI. With respect to any liability that is contingent, conditional 
or unmatured or is otherwise not yet due and payable, the Liquidator shall      
either settle such claim for such amount as it thinks appropriate or establish a
reserve of cash or other assets to provide for its payment. When paid, any      
unused portion of the reserve shall be distributed as additional liquidation    
proceeds.                                                                       

    (c) Liquidation Distributions. All property and all cash in excess of that
required to discharge liabilities as provided in Section 12.4(b) shall be       
distributed to the Partners in accordance with, and to the extent of, the       
positive balances in their respective Capital Accounts, as determined after     
taking into account all Capital Account adjustments (other than those made by   
reason of distributions pursuant to this Section 12.4(c)) for the taxable year  
of the Partnership during which the liquidation of the Partnership occurs (with 
such date of occurrence being determined pursuant to Treasury Regulation Section
1.704-1(b)(2)(ii)(g)), and such distribution shall be made by the end of such   
taxable year (or, if later, within 90 days after said date of such occurrence). 

SECTION 12.5  Cancellation of Certificate of Limited Partnership.               

     Upon the completion of the distribution of Partnership cash and property as
provided in Section 12.4 in connection with the liquidation of the Partnership, 
the Partnership shall be terminated and the Certificate of Limited Partnership  
and all qualifications of the Partnership as a foreign limited partnership in   
jurisdictions other than the State of Delaware shall be canceled and such other 
actions as may be necessary to terminate the Partnership shall be taken.        

SECTION 12.6  Return of Contributions.                                          

No General Partner shall be personally liable for, and shall have no  
obligation to contribute or loan any monies or property to the Partnership to   
enable it to effectuate, the return of the Capital Contributions of the Limited 
Partners or Unitholders, or any portion thereof, it being expressly understood  
that any such return shall be made solely from Partnership assets.              

SECTION 12.7  Waiver of Partition.                                              

To the maximum extent permitted by law, each Partner hereby waives any
right to partition of the Partnership property.                                 

SECTION 12.8  Capital Account Restoration.                                      

No Limited Partner shall have any obligation to restore any negative  
balance in its Capital Account upon liquidation of the Partnership. Each General
Partner shall be obligated to restore any negative balance in its Capital       
Account upon liquidation of its interest in the Partnership by the end of the   
taxable year of the Partnership during which such liquidation occurs, or, if    
later, within 90 days after the date of such liquidation.                       

ARTICLE XIII

AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE 

SECTION 13.1  Amendment to be Adopted Solely by the Managing General Partner.   

     Each Partner agrees that the Managing General Partner, without the approval
of any Partner or Assignee, may amend any provision of this Agreement and       
execute, swear to, acknowledge, deliver, file and record whatever documents may 
be required in connection therewith, to reflect:                                

    (a) a change in the name of the Partnership, the location of the principal
place of business of the Partnership, the registered agent of the Partnership or
the registered office of the Partnership;                                       

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(b) admission, substitution, withdrawal or removal of Partners in     
accordance with this Agreement;                                                 

    (c) a change that, in the sole discretion of the Managing General Partner,
is necessary or advisable to qualify or continue the qualification of the       
Partnership as a limited partnership or a partnership in which the Limited      
Partners have limited liability under the laws of any state or to ensure that   
the Partnership, the Intermediate Partnership and the Operating Subsidiary will 
not be treated as an association taxable as a corporation or otherwise taxed as 
an entity for federal income tax purposes;                                      

   (d) a change that, in the discretion of the Managing General Partner, (i)
does not adversely affect the Limited Partners in any material respect, (ii) is 
necessary or advisable to (A) satisfy any requirements, conditions or guidelines
contained in any opinion, directive, order, ruling or regulation of any federal 
or state agency or judicial authority or contained in any federal or state      
statute (including the Delaware Act) or (B) facilitate the trading of the       
Limited Partner Interests (including the division of any class or classes of    
Outstanding Limited Partner Interests into different classes to facilitate      
uniformity of tax consequences within such classes of Limited Partner Interests)
or comply with any rule, regulation, guideline or requirement of any National   
Securities Exchange on which the Limited Partner Interests are or will be listed
for trading, compliance with any of which the Managing General Partner          
determines in its discretion to be in the best interests of the Partnership and 
the Limited Partners, (iii) is necessary or advisable in connection with action 
taken by the Managing General Partner pursuant to Section 5.10 or (iv) is       
required to effect the intent expressed in the Registration Statement or the    
intent of the provisions of this Agreement or is otherwise contemplated by this 
Agreement;                                                                      

    (e) a change in the fiscal year or taxable year of the Partnership and any
changes that, in the discretion of the Managing General Partner, are necessary  
or advisable as a result of a change in the fiscal year or taxable year of the  
Partnership including, if the Managing General Partner shall so determine, a    
change in the definition of "Quarter" and the dates on which distributions are  
to be made by the Partnership;                                                  

   (f) an amendment that is necessary, in the Opinion of Counsel, to prevent
the Partnership, or either of the General Partners or their directors, officers,
trustees or agents from in any manner being subjected to the provisions of the  
Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940,
as amended, or "plan asset" regulations adopted under the Employee Retirement   
Income Security Act of 1974, as amended, regardless of whether such are         
substantially similar to plan asset regulations currently applied or proposed by
the United States Department of Labor;                                          

(g) subject to the terms of Section 5.7, an amendment that, in the    
discretion of the Managing General Partner, is necessary or advisable in        
connection with the authorization of issuance of any class or series of         
Partnership Securities pursuant to Section 5.6;                                 

   (h) any amendment expressly permitted in this Agreement to be made by the
Managing General Partner acting alone;                                          

(i) an amendment effected, necessitated or contemplated by a Merger   
Agreement approved in accordance with Section 14.3;                             

   (j) an amendment that, in the discretion of the Managing General Partner,
is necessary or advisable to reflect, account for and deal with appropriately   
the formation by the Partnership of, or investment by the Partnership in, any   
corporation, partnership, joint venture, limited liability company or other     
entity, in connection with the conduct by the Partnership of activities         
permitted by the terms of Section 2.4;                                          

(k) a merger or conveyance pursuant to Section 14.3(d); or            

(l) any other amendments substantially similar to the foregoing.      

SECTION 13.2  Amendment Procedures.                                             

Except as provided in Sections 13.1 and 13.3, all amendments to this  
Agreement shall be made in accordance with the following requirements.          
Amendments to this Agreement may be proposed only by or                         

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with the consent of the Managing General Partner which consent may be given or  
withheld in its sole discretion. A proposed amendment shall be effective upon   
its approval by the holders of a Unit Majority, unless a greater or different   
percentage is required under this Agreement or by Delaware law. Each proposed   
amendment that requires the approval of the holders of a specified percentage of
Outstanding Units shall be set forth in a writing that contains the text of the 
proposed amendment. If such an amendment is proposed, the Managing General      
Partner shall seek the written approval of the requisite percentage of          
Outstanding Units or call a meeting of the Unitholders to consider and vote on  
such proposed amendment. The Managing General Partner shall notify all Record   
Holders upon final adoption of any such proposed amendments.                    

SECTION 13.3  Amendment Requirements.                                           

    (a) Notwithstanding the provisions of Sections 13.1 and 13.2, no provision
of this Agreement that establishes a percentage of Outstanding Units (including 
Units deemed owned by the General Partners) required to take any action shall be
amended, altered, changed, repealed or rescinded in any respect that would have 
the effect of reducing such voting percentage unless such amendment is approved 
by the written consent or the affirmative vote of holders of Outstanding Units  
whose aggregate Outstanding Units constitute not less than the voting           
requirement sought to be reduced.                                               

    (b) Notwithstanding the provisions of Sections 13.1 and 13.2, no amendment
to this Agreement may (i) enlarge the obligations of any Limited Partner without
its consent, unless such shall be deemed to have occurred as a result of an     
amendment approved pursuant to Section 13.3(c), (ii) enlarge the obligations of,
restrict in any way any action by or rights of, or reduce in any way the amounts
distributable, reimbursable or otherwise payable to, either of the General      
Partners or any of their Affiliates without its consent, which consent may be   
given or withheld in its sole discretion, (iii) change Section 12.1(a) or       
12.1(c), or (iv) change the term of the Partnership or, except as set forth in  
Section 12.1(c), give any Person the right to dissolve the Partnership.         

   (c) Except as provided in Section 14.3, and except as otherwise provided,
and without limitation of the Managing General Partner's authority to adopt     
amendments to this Agreement as contemplated in Section 13.1, any amendment that
would have a material adverse effect on the rights or preferences of any class  
of Partnership Interests in relation to other classes of Partnership Interests  
must be approved by the holders of not less than a majority of the Outstanding  
Partnership Interests of the class affected.                                    

(d) Notwithstanding any other provision of this Agreement, except for 
amendments pursuant to Section 13.1 and except as otherwise provided by Section 
14.3(b), no amendments shall become effective without the approval of the       
holders of at least 90% of the Outstanding Common Units and Subordinated Units  
voting as a single class unless the Partnership obtains an Opinion of Counsel to
the effect that such amendment will not affect the limited liability of any     
Limited Partner under applicable law.                                           

 (e) Except as provided in Section 13.1, this Section 13.3 shall only be
amended with the approval of the holders of at least 90% of the Outstanding     
Units.                                                                          

SECTION 13.4  Special Meetings.                                                 

   All acts of Limited Partners to be taken pursuant to this Agreement shall
be taken in the manner provided in this Article XIII. Special meetings of the   
Limited Partners may be called by the Managing General Partner or by Limited    
Partners owning 20% or more of the Outstanding Limited Partner Interests of the 
class or classes for which a meeting is proposed. Limited Partners shall call a 
special meeting by delivering to the Managing General Partner one or more       
requests in writing stating that the signing Limited Partners wish to call a    
special meeting and indicating the general or specific purposes for which the   
special meeting is to be called. Within 60 days after receipt of such a call    
from Limited Partners or within such greater time as may be reasonably necessary
for the Partnership to comply with any statutes, rules, regulations, listing    
agreements or similar requirements governing the holding of a meeting or the    
solicitation of proxies for use at such a meeting, the Managing General Partner 
shall send a notice of the meeting to the Limited Partners either directly or   
indirectly through the Transfer Agent. A meeting shall                          
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be held at a time and place determined by the Managing General Partner on a date
not less than 10 days nor more than 60 days after the mailing of notice of the  
meeting. Limited Partners shall not vote on matters that would cause the Limited
Partners to be deemed to be taking part in the management and control of the    
business and affairs of the Partnership so as to jeopardize the Limited         
Partners' limited liability under the Delaware Act or the law of any other state
in which the Partnership is qualified to do business.                           

SECTION 13.5  Notice of a Meeting.                                              

   Notice of a meeting called pursuant to Section 13.4 shall be given to the
Record Holders of the class or classes of Limited Partner Interests for which a 
meeting is proposed in writing by mail or other means of written communication  
in accordance with Section 16.1. The notice shall be deemed to have been given  
at the time when deposited in the mail or sent by other means of written        
communication.                                                                  

SECTION 13.6  Record Date.                                                      

   For purposes of determining the Limited Partners entitled to notice of or
to vote at a meeting of the Limited Partners or to give approvals without a     
meeting as provided in Section 13.11 the Managing General Partner may set a     
Record Date, which shall not be less than 10 nor more than 60 days before (a)   
the date of the meeting (unless such requirement conflicts with any rule,       
regulation, guideline or requirement of any National Securities Exchange on     
which the Limited Partner Interests are listed for trading, in which case the   
rule, regulation, guideline or requirement of such exchange shall govern) or (b)
in the event that approvals are sought without a meeting, the date by which     
Limited Partners are requested in writing by the Managing General Partner to    
give such approvals.                                                            

SECTION 13.7  Adjournment.                                                      

  When a meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting and a new Record Date need not be fixed, if the  
time and place thereof are announced at the meeting at which the adjournment is 
taken, unless such adjournment shall be for more than 45 days. At the adjourned 
meeting, the Partnership may transact any business which might have been        
transacted at the original meeting. If the adjournment is for more than 45 days 
or if a new Record Date is fixed for the adjourned meeting, a notice of the     
adjourned meeting shall be given in accordance with this Article XIII.          

SECTION 13.8  Waiver of Notice; Approval of Meeting; Approval of Minutes.       

 The transactions of any meeting of Limited Partners, however called and
noticed, and whenever held, shall be as valid as if it had occurred at a meeting
duly held after regular call and notice, if a quorum is present either in person
or by proxy, and if, either before or after the meeting, Limited Partners       
representing such quorum who were present in person or by proxy and entitled to 
vote, sign a written waiver of notice or an approval of the holding of the      
meeting or an approval of the minutes thereof. All waivers and approvals shall  
be filed with the Partnership records or made a part of the minutes of the      
meeting. Attendance of a Limited Partner at a meeting shall constitute a waiver 
of notice of the meeting, except when the Limited Partner does not approve, at  
the beginning of the meeting, of the transaction of any business because the    
meeting is not lawfully called or convened; and except that attendance at a     
meeting is not a waiver of any right to disapprove the consideration of matters 
required to be included in the notice of the meeting, but not so included, if   
the disapproval is expressly made at the meeting.                               

SECTION 13.9  Quorum.                                                           

   The holders of a majority of the Outstanding Limited Partner Interests of
the class or classes for which a meeting has been called (including Limited     
Partner Interests deemed owned by the General Partners) represented in person or
by proxy shall constitute a quorum at a meeting of Limited Partners of such     
class or classes unless any such action by the Limited Partners requires        
approval by holders of a greater percentage of such Limited Partner Interests,  
in which case the quorum shall be such greater                                  

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percentage. At any meeting of the Limited Partners duly called and held in      
accordance with this Agreement at which a quorum is present, the act of Limited 
Partners holding Outstanding Limited Partner Interests that in the aggregate    
represent a majority of the Outstanding Limited Partner Interests entitled to   
vote and be present in person or by proxy at such meeting shall be deemed to    
constitute the act of all Limited Partners, unless a greater or different       
percentage is required with respect to such action under the provisions of this 
Agreement, in which case the act of the Limited Partners holding Outstanding    
Limited Partner Interests that in the aggregate represent at least such greater 
or different percentage shall be required. The Limited Partners present at a    
duly called or held meeting at which a quorum is present may continue to        
transact business until adjournment, notwithstanding the withdrawal of enough   
Limited Partners to leave less than a quorum, if any action taken (other than   
adjournment) is approved by the required percentage of Outstanding Limited      
Partner Interests specified in this Agreement (including Limited Partner        
Interests deemed owned by the General Partners). In the absence of a quorum any 
meeting of Limited Partners may be adjourned from time to time by the           
affirmative vote of holders of at least a majority of the Outstanding Limited   
Partner Interests entitled to vote at such meeting (including Limited Partner   
Interests deemed owned by the General Partners) represented either in person or 
by proxy, but no other business may be transacted, except as provided in Section
13.7.                                                                           

SECTION 13.10  Conduct of a Meeting.                                            

     The Managing General Partner shall have full power and authority concerning
the manner of conducting any meeting of the Limited Partners or solicitation of 
approvals in writing, including the determination of Persons entitled to vote,  
the existence of a quorum, the satisfaction of the requirements of Section 13.4,
the conduct of voting, the validity and effect of any proxies and the           
determination of any controversies, votes or challenges arising in connection   
with or during the meeting or voting. The Managing General Partner shall        
designate a Person to serve as chairman of any meeting and shall further        
designate a Person to take the minutes of any meeting. All minutes shall be kept
with the records of the Partnership maintained by the Managing General Partner. 
The Managing General Partner may make such other regulations consistent with    
applicable law and this Agreement as it may deem advisable concerning the       
conduct of any meeting of the Limited Partners or solicitation of approvals in  
writing, including regulations in regard to the appointment of proxies, the     
appointment and duties of inspectors of votes and approvals, the submission and 
examination of proxies and other evidence of the right to vote, and the         
revocation of approvals in writing.                                             

SECTION 13.11  Action Without a Meeting.                                        

     If authorized by the Managing General Partner, any action that may be taken
at a meeting of the Limited Partners may be taken without a meeting if an       
approval in writing setting forth the action so taken is signed by Limited      
Partners owning not less than the minimum percentage of the Outstanding Limited 
Partner Interests (including Limited Partner Interests deemed owned by the      
General Partners) that would be necessary to authorize or take such action at a 
meeting at which all the Limited Partners were present and voted (unless such   
provision conflicts with any rule, regulation, guideline or requirement of any  
National Securities Exchange on which the Limited Partner Interests are listed  
for trading, in which case the rule, regulation, guideline or requirement of    
such exchange shall govern). Prompt notice of the taking of action without a    
meeting shall be given to the Limited Partners who have not approved in writing.
The Managing General Partner may specify that any written ballot submitted to   
Limited Partners for the purpose of taking any action without a meeting shall be
returned to the Partnership within the time period, which shall be not less than
20 days, specified by the Managing General Partner. If a ballot returned to the 
Partnership does not vote all of the Limited Partner Interests held by the      
Limited Partners the Partnership shall be deemed to have failed to receive a    
ballot for the Limited Partner Interests that were not voted. If approval of the
taking of any action by the Limited Partners is solicited by any Person other   
than by or on behalf of the Managing General Partner, the written approvals     
shall have no force and effect unless and until (a) they are deposited with the 
Partnership in care of the Managing General Partner, (b) approvals sufficient to
take the action proposed are dated as of a date not more than 90 days prior to  
the date sufficient approvals are deposited with the Partnership and (c) an     
Opinion of Counsel is                                                           
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delivered to the Managing General Partner to the effect that the exercise of    
such right and the action proposed to be taken with respect to any particular   
matter (i) will not cause the Limited Partners to be deemed to be taking part in
the management and control of the business and affairs of the Partnership so as 
to jeopardize the Limited Partners' limited liability, and (ii) is otherwise    
permissible under the state statutes then governing the rights, duties and      
liabilities of the Partnership and the Partners.                                

SECTION 13.12  Voting and Other Rights.                                         

(a) Only those Record Holders of the Limited Partner Interests on the 
Record Date set pursuant to Section 13.6 (and also subject to the limitations   
contained in the definition of "Outstanding") shall be entitled to notice of,   
and to vote at, a meeting of Limited Partners or to act with respect to matters 
as to which the holders of the Outstanding Limited Partner Interests have the   
right to vote or to act. All references in this Agreement to votes of, or other 
acts that may be taken by, the Outstanding Limited Partner Interests shall be   
deemed to be references to the votes or acts of the Record Holders of such      
Outstanding Limited Partner Interests.                                          

    (b) With respect to Limited Partner Interests that are held for a Person's
account by another Person (such as a broker, dealer, bank, trust company or     
clearing corporation, or an agent of any of the foregoing), in whose name such  
Limited Partner Interests are registered, such other Person shall, in exercising
the voting rights in respect of such Limited Partner Interests on any matter,   
and unless the arrangement between such Persons provides otherwise, vote such   
Limited Partner Interests in favor of, and at the direction of, the Person who  
is the beneficial owner, and the Partnership shall be entitled to assume it is  
so acting without further inquiry. The provisions of this Section 13.12(b) (as  
well as all other provisions of this Agreement) are subject to the provisions of
Section 4.3.                                                                    

ARTICLE XIV 

MERGER

SECTION 14.1  Authority.                                                        

 The Partnership may merge or consolidate with one or more corporations,
limited liability companies, business trusts or associations, real estate       
investment trusts, common law trusts or unincorporated businesses, including a  
general partnership or limited partnership, formed under the laws of the State  
of Delaware or any other state of the United States of America, pursuant to a   
written agreement of merger or consolidation ("Merger Agreement") in accordance 
with this Article XIV.                                                          

SECTION 14.2  Procedure for Merger or Consolidation.                            

 Merger or consolidation of the Partnership pursuant to this Article XIV
requires the prior approval of the Managing General Partner. If the Managing    
General Partner shall determine, in the exercise of its discretion, to consent  
to the merger or consolidation, the Managing General Partner shall approve the  
Merger Agreement, which shall set forth:                                        

     (a) The names and jurisdictions of formation or organization of each of the
business entities proposing to merge or consolidate;                            

    (b) The name and jurisdiction of formation or organization of the business
entity that is to survive the proposed merger or consolidation (the "Surviving  
Business Entity");                                                              

(c) The terms and conditions of the proposed merger or consolidation; 

    (d) The manner and basis of exchanging or converting the equity securities
of each constituent business entity for, or into, cash, property or general or  
limited partner interests, rights, securities or obligations of the Surviving   
Business Entity; and (i) if any general or limited partner interests, securities
or rights of any constituent business entity are not to be exchanged or         
converted solely for, or into, cash, property or general or limited partner     
interests, rights, securities or obligations of the Surviving Business          
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Entity, the cash, property or general or limited partner interests, rights,     
securities or obligations of any limited partnership, corporation, trust or     
other entity (other than the Surviving Business Entity) which the holders of    
such general or limited partner interests, securities or rights are to receive  
in exchange for, or upon conversion of their general or limited partner         
interests, securities or rights, and (ii) in the case of securities represented 
by certificates, upon the surrender of such certificates, which cash, property  
or general or limited partner interests, rights, securities or obligations of   
the Surviving Business Entity or any general or limited partnership,            
corporation, trust or other entity (other than the Surviving Business Entity),  
or evidences thereof, are to be delivered;                                      

     (e) A statement of any changes in the constituent documents or the adoption
of new constituent documents (the articles or certificate of incorporation,     
articles of trust, declaration of trust, certificate or agreement of limited    
partnership or other similar charter or governing document) of the Surviving    
Business Entity to be effected by such merger or consolidation;                 

   (f) The effective time of the merger, which may be the date of the filing
of the certificate of merger pursuant to Section 14.4 or a later date specified 
in or determinable in accordance with the Merger Agreement (provided, that if   
the effective time of the merger is to be later than the date of the filing of  
the certificate of merger, the effective time shall be fixed no later than the  
time of the filing of the certificate of merger and stated therein); and        

(g) Such other provisions with respect to the proposed merger or      
consolidation as are deemed necessary or appropriate by the Managing General    
Partner.                                                                        

SECTION 14.3  Approval by Limited Partners of Merger or Consolidation.          

  (a) Except as provided in Section 14.3(d), the Managing General Partner,
upon its approval of the Merger Agreement, shall direct that the Merger         
Agreement be submitted to a vote of Limited Partners, whether at a special      
meeting or by written consent, in either case in accordance with the            
requirements of Article XIII. A copy or a summary of the Merger Agreement shall 
be included in or enclosed with the notice of a special meeting or the written  
consent.                                                                        

  (b) Except as provided in Section 14.3(d), the Merger Agreement shall be
approved upon receiving the affirmative vote or consent of the holders of a Unit
Majority unless the Merger Agreement contains any provision that, if contained  
in an amendment to this Agreement, the provisions of this Agreement or the      
Delaware Act would require for its approval the vote or consent of a greater    
percentage of the Outstanding Limited Partner Interests or of any class of      
Limited Partners, in which case such greater percentage vote or consent shall be
required for approval of the Merger Agreement.                                  

   (c) Except as provided in Section 14.3(d), after such approval by vote or
consent of the Limited Partners, and at any time prior to the filing of the     
certificate of merger pursuant to Section 14.4, the merger or consolidation may 
be abandoned pursuant to provisions therefor, if any, set forth in the Merger   
Agreement.                                                                      

    (d) Notwithstanding anything else contained in this Article XIV or in this
Agreement, the Managing General Partner is permitted, in its discretion, without
Limited Partner approval, to merge the Partnership or any Group Member into, or 
convey all of the Partnership's assets to, another limited liability entity     
which shall be newly formed and shall have no assets, liabilities or operations 
at the time of such Merger other than those it receives from the Partnership or 
other Group Member if (i) the Managing General Partner has received an Opinion  
of Counsel that the merger or conveyance, as the case may be, would not result  
in the loss of the limited liability of any Limited Partner or any limited      
partner in the Intermediate Partnership or any member of the Operating          
Subsidiary or cause the Partnership, the Intermediate Partnership or the        
Operating Subsidiary to be treated as an association taxable as a corporation or
otherwise to be taxed as an entity for federal income tax purposes (to the      
extent not previously treated as such), (ii) the sole purpose of such merger or 
conveyance is to effect a mere change in the legal form of the Partnership into 
another limited liability entity and (iii) the governing instruments of the new 
entity                                                                          

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provide the Limited Partners and the General Partners with the same rights and  
obligations as are herein contained.                                            

SECTION 14.4  Certificate of Merger.                                            

Upon the required approval by the Managing General Partner and the    
Unitholders of a Merger Agreement, a certificate of merger shall be executed and
filed with the Secretary of State of the State of Delaware in conformity with   
the requirements of the Delaware Act.                                           

SECTION 14.5  Effect of Merger.                                                 

(a) At the effective time of the certificate of merger:               

        (i) all of the rights, privileges and powers of each of the business
    entities that has merged or consolidated, and all property, real, personal
and mixed, and all debts due to any of those business entities and all
other things and causes of action belonging to each of those business 
  entities, shall be vested in the Surviving Business Entity and after the
 merger or consolidation shall be the property of the Surviving Business
Entity to the extent they were of each constituent business entity;   

          (ii) the title to any real property vested by deed or otherwise in any
   of those constituent business entities shall not revert and is not in any
way impaired because of the merger or consolidation;                  

        (iii) all rights of creditors and all liens on or security interests
in property of any of those constituent business entities shall be    
preserved unimpaired; and                                             

        (iv) all debts, liabilities and duties of those constituent business
    entities shall attach to the Surviving Business Entity and may be enforced
   against it to the same extent as if the debts, liabilities and duties had
been incurred or contracted by it.                                    

   (b) A merger or consolidation effected pursuant to this Article shall not
be deemed to result in a transfer or assignment of assets or liabilities from   
one entity to another.                                                          

ARTICLE XV

RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS

SECTION 15.1  Right to Acquire Limited Partner Interests.                       

   (a) Notwithstanding any other provision of this Agreement, if at any time
not more than 20% of the total Limited Partner Interests of any class then      
Outstanding is held by Persons other than the General Partners and their        
Affiliates, the Managing General Partner shall then have the right, which right 
it may assign and transfer in whole or in part to the Partnership or any        
Affiliate of the Managing General Partner, exercisable in its sole discretion,  
to purchase all, but not less than all, of such Limited Partner Interests of    
such class then Outstanding held by Persons other than the General Partners and 
their Affiliates, at the greater of (x) the Current Market Price as of the date 
three days prior to the date that the notice described in Section 15.1(b) is    
mailed and (y) the highest price paid by a General Partner or any of its        
Affiliates for any such Limited Partner Interest of such class purchased during 
the 90-day period preceding the date that the notice described in Section       
15.1(b) is mailed. As used in this Agreement, (i) "Current Market Price" as of  
any date of any class of Limited Partner Interests listed or admitted to trading
on any National Securities Exchange means the average of the daily Closing      
Prices (as hereinafter defined) per limited partner interest of such class for  
the 20 consecutive Trading Days (as hereinafter defined) immediately prior to   
such date; (ii) "Closing Price" for any day means the last sale price on such   
day, regular way, or in case no such sale takes place on such day, the average  
of the closing bid and asked prices on such day, regular way, in either case as 
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted for trading on the principal National          
Securities Exchange (other than the Nasdaq Stock Market) on which such Limited  
Partner Interests of                                                            

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such class are listed or admitted to trading or, if such Limited Partner        
Interests of such class are not listed or admitted to trading on any National   
Securities Exchange (other than the Nasdaq Stock Market), the last quoted price 
on such day or, if not so quoted, the average of the high bid and low asked     
prices on such day in the over-the-counter market, as reported by the Nasdaq    
Stock Market or such other system then in use, or, if on any such day such      
Limited Partner Interests of such class are not quoted by any such organization,
the average of the closing bid and asked prices on such day as furnished by a   
professional market maker making a market in such Limited Partner Interests of  
such class selected by the Managing General Partner, or if on any such day no   
market maker is making a market in such Limited Partner Interests of such class,
the fair value of such Limited Partner Interests on such day as determined      
reasonably and in good faith by the Managing General Partner; and (iii) "Trading
Day" means a day on which the principal National Securities Exchange on which   
such Limited Partner Interests of any class are listed or admitted to trading is
open for the transaction of business or, if Limited Partner Interests of a class
are not listed or admitted to trading on any National Securities Exchange, a day
on which banking institutions in New York City generally are open.              

    (b) If the Managing General Partner, any Affiliate of the Managing General
Partner or the Partnership elects to exercise the right to purchase Limited     
Partner Interests granted pursuant to Section 15.1(a), the Managing General     
Partner shall deliver to the Transfer Agent notice of such election to purchase 
(the "Notice of Election to Purchase") and shall cause the Transfer Agent to    
mail a copy of such Notice of Election to Purchase to the Record Holders of     
Limited Partner Interests of such class (as of a Record Date selected by the    
Managing General Partner) at least 10, but not more than 60, days prior to the  
Purchase Date. Such Notice of Election to Purchase shall also be published for a
period of at least three consecutive days in at least two daily newspapers of   
general circulation printed in the English language and published in the Borough
of Manhattan, New York. The Notice of Election to Purchase shall specify the    
Purchase Date and the price (determined in accordance with Section 15.1(a)) at  
which Limited Partner Interests will be purchased and state that the Managing   
General Partner, its Affiliate or the Partnership, as the case may be, elects to
purchase such Limited Partner Interests, upon surrender of Certificates         
representing such Limited Partner Interests in exchange for payment, at such    
office or offices of the Transfer Agent as the Transfer Agent may specify, or as
may be required by any National Securities Exchange on which such Limited       
Partner Interests are listed or admitted to trading. Any such Notice of Election
to Purchase mailed to a Record Holder of Limited Partner Interests at his       
address as reflected in the records of the Transfer Agent shall be conclusively 
presumed to have been given regardless of whether the owner receives such       
notice. On or prior to the Purchase Date, the Managing General Partner, its     
Affiliate or the Partnership, as the case may be, shall deposit with the        
Transfer Agent cash in an amount sufficient to pay the aggregate purchase price 
of all of such Limited Partner Interests to be purchased in accordance with this
Section 15.1. If the Notice of Election to Purchase shall have been duly given  
as aforesaid at least 10 days prior to the Purchase Date, and if on or prior to 
the Purchase Date the deposit described in the preceding sentence has been made 
for the benefit of the holders of Limited Partner Interests subject to purchase 
as provided herein, then from and after the Purchase Date, notwithstanding that 
any Certificate shall not have been surrendered for purchase, all rights of the 
holders of such Limited Partner Interests (including any rights pursuant to     
Articles IV, V, VI, and XII) shall thereupon cease, except the right to receive 
the purchase price (determined in accordance with Section 15.1(a)) for Limited  
Partner Interests therefor, without interest, upon surrender to the Transfer    
Agent of the Certificates representing such Limited Partner Interests, and such 
Limited Partner Interests shall thereupon be deemed to be transferred to the    
Managing General Partner, its Affiliate or the Partnership, as the case may be, 
on the record books of the Transfer Agent and the Partnership, and the Managing 
General Partner or any Affiliate of the Managing General Partner, or the        
Partnership, as the case may be, shall be deemed to be the owner of all such    
Limited Partner Interests from and after the Purchase Date and shall have all   
rights as the owner of such Limited Partner Interests (including all rights as  
owner of such Limited Partner Interests pursuant to Articles IV, V, VI and XII).

(c) At any time from and after the Purchase Date, a holder of an      
Outstanding Limited Partner Interest subject to purchase as provided in this    
Section 15.1 may surrender his Certificate evidencing such                      

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Limited Partner Interest to the Transfer Agent in exchange for payment of the   
amount described in Section 15.1(a), therefor, without interest thereon.        

ARTICLE XVI 

GENERAL PROVISIONS

SECTION 16.1  Addresses and Notices.                                            

Any notice, demand, request, report or proxy materials required or    
permitted to be given or made to a Partner or Assignee under this Agreement     
shall be in writing and shall be deemed given or made when delivered in person  
or when sent by first class United States mail or by other means of written     
communication to the Partner or Assignee at the address described below. Any    
notice, payment or report to be given or made to a Partner or Assignee hereunder
shall be deemed conclusively to have been given or made, and the obligation to  
give such notice or report or to make such payment shall be deemed conclusively 
to have been fully satisfied, upon sending of such notice, payment or report to 
the Record Holder of such Partnership Securities at his address as shown on the 
records of the Transfer Agent or as otherwise shown on the records of the       
Partnership, regardless of any claim of any Person who may have an interest in  
such Partnership Securities by reason of any assignment or otherwise. An        
affidavit or certificate of making of any notice, payment or report in          
accordance with the provisions of this Section 16.1 executed by the Managing    
General Partner, the Transfer Agent or the mailing organization shall be prima  
facie evidence of the giving or making of such notice, payment or report. If any
notice, payment or report addressed to a Record Holder at the address of such   
Record Holder appearing on the books and records of the Transfer Agent or the   
Partnership is returned by the United States Postal Service marked to indicate  
that the United States Postal Service is unable to deliver it, such notice,     
payment or report and any subsequent notices, payments and reports shall be     
deemed to have been duly given or made without further mailing (until such time 
as such Record Holder or another Person notifies the Transfer Agent or the      
Partnership of a change in his address) if they are available for the Partner or
Assignee at the principal office of the Partnership for a period of one year    
from the date of the giving or making of such notice, payment or report to the  
other Partners and Assignees. Any notice to the Partnership shall be deemed     
given if received by the Managing General Partner at the principal office of the
Partnership designated pursuant to Section 2.3. The Managing General Partner may
rely and shall be protected in relying on any notice or other document from a   
Partner, Assignee or other Person if believed by it to be genuine.              

SECTION 16.2  Further Action.                                                   

The parties shall execute and deliver all documents, provide all      
information and take or refrain from taking action as may be necessary or       
appropriate to achieve the purposes of this Agreement.                          

SECTION 16.3  Binding Effect.                                                   

This Agreement shall be binding upon and inure to the benefit of the  
parties hereto and their heirs, executors, administrators, successors, legal    
representatives and permitted assigns.                                          

SECTION 16.4  Integration.                                                      

  This Agreement constitutes the entire agreement among the parties hereto
pertaining to the subject matter hereof and supersedes all prior agreements and 
understandings pertaining thereto.                                              

SECTION 16.5  Creditors.                                                        

  None of the provisions of this Agreement shall be for the benefit of, or
shall be enforceable by, any creditor of the Partnership.                       

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SECTION 16.6  Waiver.                                                           

No failure by any party to insist upon the strict performance of any  
covenant, duty, agreement or condition of this Agreement or to exercise any     
right or remedy consequent upon a breach thereof shall constitute waiver of any 
such breach of any other covenant, duty, agreement or condition.                

SECTION 16.7  Counterparts.                                                     

     This Agreement may be executed in counterparts, all of which together shall
constitute an agreement binding on all the parties hereto, notwithstanding that 
all such parties are not signatories to the original or the same counterpart.   
Each party shall become bound by this Agreement immediately upon affixing its   
signature hereto or, in the case of a Person acquiring a Unit, upon accepting   
the certificate evidencing such Unit or executing and delivering a Transfer     
Application as herein described, independently of the signature of any other    
party.                                                                          

SECTION 16.8  Applicable Law.                                                   

  This Agreement shall be construed in accordance with and governed by the
laws of the State of Delaware, without regard to the principles of conflicts of 
law.                                                                            

SECTION 16.9  Invalidity of Provisions.                                         

If any provision of this Agreement is or becomes invalid, illegal or  
unenforceable in any respect, the validity, legality and enforceability of the  
remaining provisions contained herein shall not be affected thereby.            

SECTION 16.10  Consent of Partners.                                             

  Each Partner hereby expressly consents and agrees that, whenever in this
Agreement it is specified that an action may be taken upon the affirmative vote 
or consent of less than all of the Partners, such action may be so taken upon   
the concurrence of less than all of the Partners and each Partner shall be bound
by the results of such action.                                                  

[SIGNATURES ON FOLLOWING PAGE.] 

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   IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.                                                   

                                 MANAGING GENERAL PARTNER:

                                            ALLIANCE RESOURCE MANAGEMENT GP, LLC

           By:
                                              ----------------------------------
             Name:
                                               ---------------------------------
              Title:
                                               ---------------------------------

                               SPECIAL GENERAL PARTNER

                                 ALLIANCE RESOURCE GP, LLC

           By:
                                              ----------------------------------
             Name:
                                               ---------------------------------
              Title:
                                               ---------------------------------

                                       ORGANIZATIONAL LIMITED PARTNER:

                                            ------------------------------------
                         THOMAS L. PEARSON

                         LIMITED PARTNERS:

                                    All Limited Partners now and
                                     hereafter admitted as Limited
                                    Partners of the Partnership,
                                          pursuant to powers of attorney now
                                           and hereafter executed in favor of,
                                        and granted and delivered to the
                                 Managing General Partner.

                                            ALLIANCE RESOURCE MANAGEMENT GP, LLC

           By:
                                              ----------------------------------
             Name:
                                               ---------------------------------
              Title:
                                               ---------------------------------

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EXHIBIT A 
TO THE FIRST AMENDED AND
RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
ALLIANCE RESOURCE PARTNERS, L.P.

CERTIFICATE EVIDENCING COMMON UNITS 
REPRESENTING LIMITED PARTNER INTERESTS IN 
ALLIANCE RESOURCE PARTNERS, L.P.

No.                                                                 Common Units

    In accordance with Section 4.1 of the First Amended and Restated Agreement
of Limited Partnership of Alliance Resource Partners, L.P., as amended,         
supplemented or restated from time to time (the "Partnership Agreement"),       
Alliance Resource Partners, L.P., a Delaware limited partnership (the           
"Partnership"), hereby certifies that           (the "Holder") is the registered
owner of           Common Units representing limited partner interests in the   
Partnership (the "Common Units") transferable on the books of the Partnership,  
in person or by duly authorized attorney, upon surrender of this Certificate    
properly endorsed and accompanied by a properly executed application for        
transfer of the Common Units represented by this Certificate. The rights,       
preferences and limitations of the Common Units are set forth in, and this      
Certificate and the Common Units represented hereby are issued and shall in all 
respects be subject to the terms and provisions of, the Partnership Agreement.  
Copies of the Partnership Agreement are on file at, and will be furnished       
without charge on delivery of written request to the Partnership at, the        
principal office of the Partnership located at 1717 South Boulder Avenue, Tulsa,
Oklahoma 74119. Capitalized terms used herein but not defined shall have the    
meanings given them in the Partnership Agreement.                               

    The Holder, by accepting this Certificate, is deemed to have (i) requested
admission as, and agreed to become, a Limited Partner and to have agreed to     
comply with and be bound by and to have executed the Partnership Agreement, (ii)
represented and warranted that the Holder has all right, power and authority    
and, if an individual, the capacity necessary to enter into the Partnership     
Agreement, (iii) granted the powers of attorney provided for in the Partnership 
Agreement and (iv) made the waivers and given the consents and approvals        
contained in the Partnership Agreement.                                         

This Certificate shall not be valid for any purpose unless it has been
countersigned and registered by the Transfer Agent and Registrar.               

                                                        [Enlarge/Download Table]
                                                                                          

DATED:                                        ALLIANCE RESOURCE PARTNERS, L.P.            
  Countersigned and Registered by:            By: Alliance Resource Management GP, LLC,   
                                              its Managing General Partner                
  ------------------------------------------  By:                                         
  as Transfer Agent and Registrar             --------------------------------------------
                                                  Name:                                   
                                              --------------------------------------------
  By:                                                                                     
  ------------------------------------------                                              
       Authorized Signature                   By:                                         
                                              --------------------------------------------
                                                  Secretary                               

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[REVERSE OF CERTIFICATE]

ABBREVIATIONS 

  The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as follows according to applicable laws or 
regulations:                                                                    

                                                                [Download Table]
                                                                                
TEN COM  -  as tenants in common             UNIF GIFT/TRANSFERS MIN ACT        
TEN ENT  -  as tenants by the entireties     --------------- Custodian          
                                             ---------------                    
JT TEN   -  as joint tenants with right of      (Cust)                   (Minor)
            survivorship and not as tenants  under Uniform                      
            in common                        Gifts/Transfers to                 
                                             Minors Act                         
                                             ---------------------------        
                                             (State)                            

   Additional abbreviations, though not in the above list, may also be used.

ASSIGNMENT OF COMMON UNITS
IN
ALLIANCE RESOURCE PARTNERS, L.P.
IMPORTANT NOTICE REGARDING INVESTOR 
RESPONSIBILITIES DUE TO TAX SHELTER STATUS OF 
ALLIANCE RESOURCE PARTNERS, L.P.

 You have acquired an interest in Alliance Resource Partners, L.P., 1717
South Boulder Avenue, Tulsa, Oklahoma 74119, whose taxpayer identification      
number is           . The Internal Revenue Service has issued Alliance Resource 
Partners, L.P. the following tax shelter registration number:           .       

     YOU MUST REPORT THIS REGISTRATION NUMBER TO THE INTERNAL REVENUE SERVICE IF
YOU CLAIM ANY DEDUCTION, LOSS, CREDIT OR OTHER TAX BENEFIT OR REPORT ANY INCOME 
BY REASON OF YOUR INVESTMENT IN ALLIANCE RESOURCE PARTNERS, L.P.                

  You must report the registration number as well as the name and taxpayer
identification number of Alliance Resource Partners, L.P. on Form 8271. FORM    
8271 MUST BE ATTACHED TO THE RETURN ON WHICH YOU CLAIM THE DEDUCTION, LOSS,     
CREDIT OR OTHER TAX BENEFIT OR REPORT ANY INCOME BY REASON OF YOUR INVESTMENT IN
ALLIANCE RESOURCE PARTNERS, L.P.                                                

If you transfer your interest in Alliance Resource Partners, L.P. to  
another person, you are required by the Internal Revenue Service to keep a list 
containing (a) that person's name, address and taxpayer identification number,  
(b) the date on which you transferred the interest and (c) the name, address and
tax shelter registration number of Alliance Resource Partners, L.P. If you do   
not want to keep such a list, you must (1) send the information specified above 
to the Partnership, which will keep the list for this tax shelter, and (2) give 
a copy of this notice to the person to whom you transfer your interest. Your    
failure to comply with any of the above-described responsibilities could result 
in the imposition of a penalty under Section 6707(b) or 6708(a) of the Internal 
Revenue Code of 1986, as amended, unless such failure is shown to be due to     
reasonable cause.                                                               

     ISSUANCE OF A REGISTRATION NUMBER DOES NOT INDICATE THAT THIS INVESTMENT OR
THE CLAIMED TAX BENEFITS HAVE BEEN REVIEWED, EXAMINED OR APPROVED BY THE        
INTERNAL REVENUE SERVICE.                                                       

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FOR VALUE RECEIVED,                                             
       -------------------------- HEREBY ASSIGNS, CONVEYS, SELLS AND TRANSFERS
UNTO                                                                            

                                                        [Enlarge/Download Table]
                                                                                          
--------------------------------------------  --------------------------------------------
(Please print or typewrite name               (Please insert Social Security or other     
and address of Assignee)                      identifying                                 
                                              and number of Assignee)                     

---------- Common Units representing limited partner interests evidenced by this
Certificate, subject to the Partnership Agreement, and does hereby irrevocably  
constitute and appoint                                                          
------------- as its attorney-in-fact with full power of substitution to        
transfer the same on the books of Alliance Resource Partners, L.P.              

                                                        [Enlarge/Download Table]
                                                                                                
Date:                                    NOTE:  The signature to any endorsement hereon must    
                                                correspond with the name as written upon the    
                                                face of this Certificate in every particular,   
                                                without alteration, enlargement or change.      

SIGNATURE(S) MUST BE GUARANTEED BY A            ------------------------------------------------
MEMBER FIRM OF THE NATIONAL ASSOCIATION         (Signature)                                     
OF SECURITIES DEALERS, INC. OR BY A                                                             
COMMERCIAL BANK OR TRUST COMPANY                ------------------------------------------------
                                                (Signature)                                     

SIGNATURE(S) GUARANTEED                                                         

    No transfer of the Common Units evidenced hereby will be registered on the
books of the Partnership, unless the Certificate evidencing the Common Units to 
be transferred is surrendered for registration or transfer and an Application   
for Transfer of Common Units has been executed by a transferee either (a) on the
form set forth below or (b) on a separate application that the Partnership will 
furnish on request without charge. A transferor of the Common Units shall have  
no duty to the transferee with respect to execution of the transfer application 
in order for such transferee to obtain registration of the transfer of the      
Common Units.                                                                   

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APPLICATION FOR TRANSFER OF COMMON UNITS

     The undersigned ("Assignee") hereby applies for transfer to the name of the
Assignee of the Common Units evidenced hereby.                                  

  The Assignee (a) requests admission as a Substituted Limited Partner and
agrees to comply with and be bound by, and hereby executes, the First Amended   
and Restated Agreement of Limited Partnership of Alliance Resource Partners,    
L.P. (the "Partnership"), as amended, supplemented or restated to the date      
hereof (the "Partnership Agreement"), (b) represents and warrants that the      
Assignee has all right, power and authority and, if an individual, the capacity 
necessary to enter into the Partnership Agreement, (c) appoints the General     
Partner of the Partnership and, if a Liquidator shall be appointed, the         
Liquidator of the Partnership as the Assignee's attorney-in-fact to execute,    
swear to, acknowledge and file any document, including, without limitation, the 
Partnership Agreement and any amendment thereto and the Certificate of Limited  
Partnership of the Partnership and any amendment thereto, necessary or          
appropriate for the Assignee's admission as a Substituted Limited Partner and as
a party to the Partnership Agreement, (d) gives the powers of attorney provided 
for in the Partnership Agreement, and (e) makes the waivers and gives the       
consents and approvals contained in the Partnership Agreement. Capitalized terms
not defined herein have the meanings assigned to such terms in the Partnership  
Agreement.                                                                      

                                                        [Enlarge/Download Table]
                                                                                          
                   Date:                      --------------------------------------------
--------------------------------------------                                              
                                                         Signature of Assignee            

--------------------------------------------  --------------------------------------------
Social Security or other identifying number           Name and Address of Assignee        
                of Assignee                                                               

--------------------------------------------                                              
Purchase Price including commissions, if any                                              

Type of Entity (check one):                                                     

                                                                [Download Table]
                                                                          
[ ]  Individual              [ ]  Partnership             [ ]  Corporation
[ ]  Trust                   [ ]  Other (specify)                         

Nationality (check one):                                                        

                                                                [Download Table]
                                                             
[ ]  U.S. Citizen, Resident or Domestic Entity               
[ ]  Foreign Corporation     [ ]  Non-resident Alien         

If the U.S. Citizen, Resident or Domestic Entity box is checked, the  
following certification must be completed.                                      

     Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the
"Code"), the Partnership must withhold tax with respect to certain transfers of 
property if a holder of an interest in the Partnership is a foreign person. To  
inform the Partnership that no withholding is required with respect to the      
undersigned interestholder's interest in it, the undersigned hereby certifies   
the following (or, if applicable, certifies the following on behalf of the      
interestholder).                                                                

Complete Either A or B:                                                         

A. Individual Interestholder                                                    

1. I am not a non-resident alien for purposes of U.S. income taxation.

2. My U.S. taxpayer identification number (Social Security Number) is 
--------------------------------- .                                   

3. My home address is                                                 
--------------------------------------------------------------------------- .   

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B. Partnership, Corporation or Other Interestholder                             

1. (Name of Interestholder) is not a foreign corporation, foreign     
        partnership, foreign trust or foreign estate (as those terms are defined
in the Code and Treasury Regulations).                          

2. The interestholder's U.S. employer identification number is        
------------------------------------------- .                         

3. The interestholder's office address and place of incorporation (if 
applicable) is                                                  
-------------------------- .                                    

    The interestholder agrees to notify the Partnership within sixty (60) days
of the date the interestholder becomes a foreign person.                        

  The interestholder understands that this certificate may be disclosed to
the Internal Revenue Service by the Partnership and that any false statement    
contained herein could be punishable by fine, imprisonment or both.             

Under penalties of perjury, I declare that I have examined this       
certification and to the best of my knowledge and belief it is true, correct and
complete and, if applicable, I further declare that I have authority to sign    
this document on behalf of:                                                     

------------------------------------------------
Name of Interestholder

------------------------------------------------
Signature and Date

------------------------------------------------
Title (if applicable) 

  Note: If the Assignee is a broker, dealer, bank, trust company, clearing
corporation, other nominee holder or an agent of any of the foregoing, and is   
holding for the account of any other person, this application should be         
completed by an officer thereof or, in the case of a broker or dealer, by a     
registered representative who is a member of a registered national securities   
exchange or a member of the National Association of Securities Dealers, Inc.,   
or, in the case of any other nominee holder, a person performing a similar      
function. If the Assignee is a broker, dealer, bank, trust company, clearing    
corporation, other nominee owner or an agent of any of the foregoing, the above 
certification as to any person for whom the Assignee will hold the Common Units 
shall be made to the best of the Assignee's knowledge.                          

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                                                                      APPENDIX B

    No transfer of the Common Units evidenced hereby will be registered on the
books of the Partnership, unless the Certificate evidencing the Common Units to 
be transferred is surrendered for registration or transfer and an Application   
for Transfer of Common Units has been executed by a transferee either (a) on the
form set forth below or (b) on a separate application that the Partnership will 
furnish on request without charge. A transferor of the Common Units shall have  
no duty to the transferee with respect to execution of the transfer application 
in order for such transferee to obtain registration of the transfer of the      
Common Units.                                                                   

APPLICATION FOR TRANSFER OF COMMON UNITS

     The undersigned ("Assignee") hereby applies for transfer to the name of the
Assignee of the Common Units evidenced hereby.                                  

  The Assignee (a) requests admission as a Substituted Limited Partner and
agrees to comply with and be bound by, and hereby executes, the Amended and     
Restated Agreement of Limited Partnership of Alliance Resource Partners, L.P.   
(the "Partnership"), as amended, supplemented or restated to the date hereof    
(the "Partnership Agreement"), (b) represents and warrants that the Assignee has
all right, power and authority and, if an individual, the capacity necessary to 
enter into the Partnership Agreement, (c) appoints the General Partner of the   
Partnership and, if a Liquidator shall be appointed, the Liquidator of the      
Partnership as the Assignee's attorney-in-fact to execute, swear to, acknowledge
and file any document, including, without limitation, the Partnership Agreement 
and any amendment thereto and the Certificate of Limited Partnership of the     
Partnership and any amendment thereto, necessary or appropriate for the         
Assignee's admission as a Substituted Limited Partner and as a party to the     
Partnership Agreement, (d) gives the powers of attorney provided for in the     
Partnership Agreement, and (e) makes the waivers and gives the consents and     
approvals contained in the Partnership Agreement. Capitalized terms not defined 
herein have the meanings assigned to such terms in the Partnership Agreement.   

Date:                                                                           
------------------                                                              

------------------------------------------------------                          
Social Security or other identifying number of Assignee 

------------------------------------------------------                          
Purchase Price including commissions, if any

------------------------------------------------------                          
Signature of Assignee 

------------------------------------------------------                          
Name and Address of Assignee

Type of Entity (check one):                                                     

                                                                [Download Table]
                                                                        
[ ] Individual  [ ] Partnership                 [ ] Corporation         

[ ] Trust       [ ] Other (specify) ------------------------------------

Nationality (check one):                                                        

[ ] U.S. Citizen, Resident or Domestic Entity                         

[ ] Foreign Corporation          [ ] Non-resident Alien               

If the U.S. Citizen, Resident or Domestic Entity box is checked, the  
following certification must be completed.                                      

     Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the
"Code"), the Partnership must withhold tax with respect to certain transfers of 
property if a holder of an interest in the Partnership is a foreign person. To  
inform the Partnership that no withholding is required with respect to the      
undersigned interestholder's interest in it, the undersigned hereby certifies   
the following (or, if applicable, certifies the following on behalf of the      
interestholder).                                                                

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Complete Either A or B:                                                         

A. Individual Interestholder                                                    

1. I am not a non-resident alien for purposes of U.S. income taxation.

2. My U.S. taxpayer identification number (Social Security Number) is 
----------------------------- .                                       

3. My home address is                                                 
----------------------------------------------------------------- .   

B. Partnership, Corporation or Other Interestholder                             

                                                        [Enlarge/Download Table]
                                                                                          
1.                                     is not a foreign corporation, foreign partnership, 
 ------------------------------------  foreign trust or foreign estate (as those terms are
  (Name of Interestholder)             defined in the Code and Treasury Regulations).     

2. The interestholder's U.S. employer identification number is        
----------------------------------- .                                 

3. The interestholder's office address and place of incorporation (if 
applicable) is                                                  
------------------------------------- .                           

    The interestholder agrees to notify the Partnership within sixty (60) days
of the date the interestholder becomes a foreign person.                        

  The interestholder understands that this certificate may be disclosed to
the Internal Revenue Service by the Partnership and that any false statement    
contained herein could be punishable by fine, imprisonment or both.             

Under penalties of perjury, I declare that I have examined this       
certification and to the best of my knowledge and belief it is true, correct and
complete and, if applicable, I further declare that I have authority to sign    
this document on behalf of:                                                     

------------------------------------------------------
Name of Interestholder

------------------------------------------------------
Signature and Date

------------------------------------------------------
Title (if applicable) 

  Note: If the Assignee is a broker, dealer, bank, trust company, clearing
corporation, other nominee holder or an agent of any of the foregoing, and is   
holding for the account of any other person, this application should be         
completed by an officer thereof or, in the case of a broker or dealer, by a     
registered representative who is a member of a registered national securities   
exchange or a member of the National Association of Securities Dealers, Inc.,   
or, in the case of any other nominee holder, a person performing a similar      
function. If the Assignee is a broker, dealer, bank, trust company, clearing    
corporation, other nominee owner or an agent of any of the foregoing, the above 
certification as to any person for whom the Assignee will hold the Common Units 
shall be made to the best of the Assignee's knowledge.                          

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                                                                      APPENDIX C

GLOSSARY OF TERMS 

 Adjusted Operating Surplus: For any period, Operating Surplus generated
during that period as adjusted to:                                              

(a) decrease Operating Surplus by:                          

        (1) any net increase in working capital borrowings during that
period, and                                                     

           (2) any net reduction in cash reserves for Operating Expenditures
       during that period not relating to an Operating Expenditure made during
that period; and                                                

(b) increase Operating Surplus by:                          

        (1) any net decrease in working capital borrowings during that
period; and                                                     

          (2) any net increase in cash reserves for Operating Expenditures
       during that period required by any debt instrument for the repayment of
principal, interest or premium.                                 

Adjusted Operating Surplus does not include that portion of Operating 
Surplus included in clause (a)(1) of the definition of Operating Surplus.       

Anthracite: The highest rank of economically usable coal with moisture
content less than 15% by weight and heat value as high as 15,000 Btus per pound.

  Ash: Impurities consisting of incombustible matter that are contained in
coal. Since ash increases the weight of coal, it adds to the cost of            
transportation handling, and can affect the burning characteristics of coal.    
Coal with a higher percentage of ash will have a lower heating value.           

Available Cash: For any quarter prior to liquidation:                 

(a) the sum of:                                             

             (1) all cash and cash equivalents of the Alliance Resource Partners
and its subsidiaries on hand at the end of that quarter; and    

           (2) all additional cash and cash equivalents of Alliance Resource
     Partners and its subsidiaries on hand on the date of determination of
Available Cash for that quarter resulting from Working Capital  
Borrowings after the end of that quarter;                       

         (b) less the amount of cash reserves that is necessary or appropriate
in the reasonable discretion of the managing general partner to:      

        (1) provide for the proper conduct of the business of Alliance
     Resource Partners and its subsidiaries (including reserves for future
capital expenditures) after that quarter;                       

   (2) provide funds for minimum quarterly distributions and
      cumulative common unit arrearages for any one or more of the next four
quarters; and                                                   

        (3) comply with applicable law or any debt instrument or other
agreement or obligation to which any member of Alliance Resource
   Partners and its subsidiaries is a party or its assets are subject;

          provided, however, that the managing general partner may not establish
cash reserves for distributions to the subordinated units unless the  
managing general partner has determined that in its judgment the      
    establishment of reserves will not prevent Alliance Resource Partners from
     distributing the minimum quarterly distribution on all common units and any
common unit arrearages thereon for the next four quarters; and,       

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  provided further, that disbursements made by Alliance Resource
  Partners and its subsidiaries or cash reserves established, increased or
reduced after the end of that quarter but on or before the date of    
  determination of Available Cash for that quarter shall be deemed to have
   been made, established, increased or reduced, for purposes of determining
Available Cash, within that quarter if the managing general partner so
determines.                                                           

Baseload Electricity Demand: The amount of power that is consistently 
required 24 hours per day.                                                      

  Bituminous Coal: The most common type of coal with moisture content less
than 20% by weight and heating value of 10,500 to 14,000 Btus per pound.        

     British Thermal Unit, or Btu: A measure of the energy required to raise the
temperature of one pound of water one degree Fahrenheit.                        

 Capital Account: The capital account maintained for a partner under the
amended and restated partnership agreement. The Capital Account for a common    
unit, a subordinated unit or any other specified interest in Alliance Resource  
Partners shall be the amount which that Capital Account will be if that common  
unit, subordinated unit or other interest in Alliance Resource Partners were the
only interest in Alliance Resource Partners held by a partner.                  

Capital Surplus: All Available Cash distributed by Alliance Resource  
Partners from any source will be treated as distributed from Operating Surplus  
until the sum of all Available Cash distributed since the commencement of       
Alliance Resource Partners equals the Operating Surplus as of the end of the    
quarter before that distribution. Any excess Available Cash will be deemed to be
Capital Surplus.                                                                

    Clean Air Act: The Clean Air Act indirectly affects coal mining operations
by regulating the air emissions of coal-fired electric power generating plants. 
Title IV of the Clean Air Act Amendments places limits on the sulfur dioxide    
emissions from electric power generation plants. Reductions in emissions are    
mandated to occur in two phases, the first having begun in 1996 ("Phase I")     
which is applicable to identified facilities, and the second in the year 2000   
("Phase II") which is applicable to all facilities, including those already     
identified by Phase I. The affected utilities may meet these requirements by    
switching to lower sulfur fuels, by installing pollution control devices such as
scrubbers, by reducing electricity generating levels or by purchasing or trading
so-called "pollution credits." Specific emission sources will receive these     
pollution credits which utilities and industrial concerns can trade or sell to  
allow other units to emit higher levels of sulfur dioxide.                      

    The Clean Air Act contains provisions which, among other things, are aimed
at controlling acid rain and the production of chemicals that deplete the       
earth's ozone layer. The Act's provisions are contained in six Titles. Of       
greatest significance to coal mining and processing operations and to           
coal-burning electric power generation plants are Titles I, Air Quality         
Standards, and IV, Acid Deposition Control. It is important to note that in most
instances, equivalent Clean Air Act state legislation allows individual states  
to administer those Clean Air Act Titles in lieu of the Federal government.     
Therefore, those Titles impact coal mining and processing operations and        
coal-burning electric power generation plants through complex permitting and    
emission control requirements directed at a variety of air pollutants, including
sulfur dioxide ("SO(2)"), particulate matter, nitrogen oxides and mercury.      

 Title I addresses air pollution from stationary sources by, among other
things, establishing national ambient air quality standards for each air        
pollutant for which air quality standards have been issued by the Environmental 
Protection Agency. Title I also establishes a framework for the technology-based
control of hazardous air pollutants such as mercury, which are typically emitted
by coal-burning electric power generation plants. In addition, Title I          
establishes a program, known as the "Prevention of Significant Deterioration" or
"PSD" program that regulates emissions growth in areas that have achieved       
compliance with the national ambient air quality standards. This aspect of Title
I is also of great significance to coal-burning electric power generation plants
because it requires the Environmental Protection Agency to set limits on the    
amount of sulfur dioxide, nitrogen oxides, and particulate matter pollution     
allowed in a given PSD area. These requirements also impact coal processing     
operations, especially those that employ thermal                                

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dryers. All new and modified sources that emit more than a specified annual     
tonnage of any regulated air pollutant such as SO(2) must attain PSD permits    
before commencing construction.                                                 

  Title IV is directed at reducing the effects of acid rain, and therefore
principally applies to emissions of sulfur dioxide. Title IV envisions a gradual
reduction and eventual cap on the amount of SO(2) emitted by coal-burning       
electric power generation plants in the United States. It sets up a two-phase   
program with Phase I beginning January 1, 1995, and Phase II beginning January  
1, 2000, during which time these plants will be required to reduce sulfur       
dioxide emissions by an amount, expressed in pounds per million Btus, multiplied
by an average of the source's historical fuel consumption. Following the        
establishment by the Environmental Protection Agency of allowances based on     
those computations, coal-burning electric power generation plants will be       
required either to implement emissions reduction programs to meet their         
allowable emissions or to purchase "allowances" on the open market.             

 Closing Price: The last sale price on a day, regular way, or in case no
sale takes place on that day, the average of the closing bid and asked prices on
that day, regular way. In either case, as reported in the principal consolidated
transaction reporting system for securities listed or admitted to trading on the
principal national securities exchange on which the units of that class are     
listed or admitted to trading. If the units of that class are not listed or     
admitted to trading on any national securities exchange, the last quoted price  
on that day. If no quoted price exists, the average of the high bid and low     
asked prices on that day in the over-the-counter market, as reported by the     
Nasdaq Stock Market or any other system then in use. If on any day the units of 
that class are not quoted by any organization of that type, the average of the  
closing bid and asked prices on that day as furnished by a professional market  
maker making a market in the units of the class selected by the board of        
directors of the managing general partner. If on that day no market maker is    
making a market in the units of that class, the fair value of the units on that 
day as determined reasonably and in good faith by the board of directors of the 
managing general partner.                                                       

    Coal Seam: Coal deposits occur in layers typically separated by rock. Each
layer is called a "seam."                                                       

    Coke: A hard, dry carbon substance produced by heating coal to a very high
temperature in the absence of air. Coke is used in the manufacture of iron and  
steel. Its production results in a number of useful by-products.                

 Compliance Coal: Coal which, when burned, emits less than 1.2 pounds of
sulfur dioxide per million Btu. Compliance coal meets sulfur emission standards 
imposed by Phase I and II of the Clean Air Act.                                 

Continuous Mining: A form of underground room and pillar mining, which
involves the excavation of a series of "rooms" into the coal seam leaving       
"pillars" or columns of coal to help support the mine roof. A specialized       
cutting machine, the continuous miner, mechanizes the extraction procedure.     
Continuous miners tear the coal from the seam and load it onto conveyors or into
shuttle cars in a continuous operation.                                         

     Current Market Price: With respect to any class of units listed or admitted
to trading on any national securities exchange as of any date, the average of   
the daily Closing Prices for the 20 consecutive trading days immediately prior  
to the date.                                                                    

    Dragline: A large machine used in the surface mining process to remove the
overburden, or layers of earth and rock, covering a coal seam. The dragline has 
a large bucket suspended from the end of a huge boom. The bucket, which is      
suspended by cables, is able to scoop up great amounts of overburden as it is   
dragged across the excavation area. These machines, which "walk" by moving huge 
pontoon-like "feet," are among the largest land-based machines in the world.    

    Estimated Maintenance Capital Expenditures: An estimate made in good faith
by the board of directors of the managing general partner (with the concurrence 
of the conflicts committee of the board of directors of the managing general    
partner) of the average quarterly Maintenance Capital Expenditures that Alliance
Resource Partners will incur over the long-term. The board of directors of the  
managing general partner may make the estimate in any manner it determines is   
reasonable in its sole discretion. The                                          

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estimate will be made annually and whenever an event occurs that is likely to   
result in a material adjustment to the amount of Maintenance Capital            
Expenditures on a long-term basis. Alliance Resource Partners shall disclose to 
its partners the amount of Estimated Maintenance Capital Expenditures. Except as
provided in the definition of Subordination Period, any adjustments to Estimated
Maintenance Capital Expenditures shall be prospective only.                     

    Expansion Capital Expenditures: Cash capital expenditures for acquisitions
or capital improvements. Expansion Capital Expenditures shall not include       
Maintenance Capital Expenditures.                                               

High-sulfur Coal: Coal with a sulfur content of greater than 2%.      

Interim Capital Transactions:                                         

        (a) borrowings, refinancings or refundings of indebtedness and sales
  of debt securities (other than Working Capital Borrowings and other than
    for items purchased on open account in the ordinary course of business) by
any member of Alliance Resource Partners and its subsidiaries;        

         (b) sales of equity interests (including one-half of the common units
     sold to the underwriters in the exercise of their over-allotment option) by
any member of Alliance Resource Partners and its subsidiaries; and    

          (c) sales or other voluntary or involuntary dispositions of any assets
 of any member of Alliance Resource Partners and its subsidiaries (other
 than sales or other dispositions of inventory in the ordinary course of
   business, sales or other dispositions of other current assets, including,
 without limitation, receivables and accounts, in the ordinary course of
business and sales or other dispositions of assets as a part of normal
retirements or replacements), in each case before the dissolution and 
liquidation of Alliance Resource Partners.                            

  Lignite: A brownish-black coal with a heat content that generally ranges
from 3,500 to 8,300 Btus per pound.                                             

     Longwall Mining: A form of underground mining in which two sets of parallel
entries, which can be up to 1,000 feet apart, are joined together at their far  
ends by a crosscut, called the longwall. The longwall machine consists of a     
rotating drum that moves back and forth across the longwall. The loosened coal  
falls onto a conveyor for removal from the mine.                                

Low-sulfur Coal: Coal with a sulfur content of less than 1%.          

Maintenance Capital Expenditures: Cash capital expenditures (including
expenditures for the addition or improvement to our capital assets or for the   
acquisition of existing, or the construction of new, capital assets (including, 
without limitation, coal mines, preparation plants and related assets)) if such 
expenditure is made to maintain over the long-term the operating capacity of our
capital assets, as such assets existed at the time of such expenditure.         
Maintenance Capital Expenditures shall not include Expansion Capital            
Expenditures, but shall include reclamation and mine closing expenses.          

Medium-sulfur Coal: Coal with a sulfur content between 1% and 2%.     

   Metallurgical Coal: The various grades of coal suitable for carbonization
to make coke for iron and steel manufacture. Also known as "met" coal, it has a 
particularly high Btu, but low ash content.                                     

    Nitrogen Oxide (NO(2)): A gas formed in high temperature environments such
as coal combustion. It is reported to contribute to ground level ozone and      
visibility degradation.                                                         

    Operating Expenditures: All expenditures of Alliance Resource Partners and
its subsidiaries including, but not limited to, taxes, reimbursements of the    
managing general partner, repayment of working capital borrowings, debt service 
payments and capital expenditures, subject to the following:                    

       (a) Payments (including prepayments) of principal of and premium on
 indebtedness other than Working Capital Borrowings shall not constitute
Operating Expenditures.                                               

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  (b) Operating Expenditures shall not include Expansion Capital
   Expenditures or actual Maintenance Capital Expenditures but shall include
Estimated Maintenance Capital Expenditures.                           

(c) Operating Expenditures shall not include (i) payment of 
transaction expenses relating to Interim Capital Transactions or (ii) 
distributions to partners.                                            

     Operating Surplus: means, with respect to any period before liquidation, on
a cumulative basis and without duplication:                                     

(a) the sum of:                                             

           (1) $20 million plus the net working capital of Alliance Resource
        Partners and its subsidiaries as of the close of business on the closing
date of the initial public offering;                            

         (2) all the cash receipts of Alliance Resource Partners and its
        subsidiaries for the period beginning on the closing date of the initial
       public offering and ending with the last day of that period, other than
     cash receipts from Interim Capital Transactions (except to the extent
 specified in the amended and restated partnership agreement); and

     (3) all cash receipts of Alliance Resource Partners and its
      subsidiaries after the end of that period but on or before the date of
        determination of Operating Surplus for the period resulting from Working
Capital Borrowings; less                                        

(b) the sum of:                                             

            (1) Operating Expenditures for the period beginning on the date of
       the closing of the initial public offering and ending with the last day
of that period; and                                             

           (2) the amount of cash reserves that is necessary or advisable in
    the reasonable discretion of the managing general partner to provide
funds for future Operating Expenditures; provided, however, that
disbursements made (including contributions to Alliance Resource
 Partners or any of its subsidiaries or disbursements on behalf of
       Alliance Resource Partners or any of its subsidiaries) or cash reserves
        established, increased or reduced after the end of such period but on or
       before the date of determination of Available Cash with respect to such
   period shall be deemed to have been made, established, increased or
       decreased for the purposes of determining Operating Surplus within such
period if the managing general partner so determines.           

Notwithstanding the foregoing, "Operating Surplus" for the quarter in which the 
liquidation date occurs and any later quarter shall equal zero.                 

    Peak Electricity Demand: The maximum amount of power that is required in a
24-hour period.                                                                 

   Preparation Plant: Usually located on a mine site, although one plant may
serve several mines. A preparation plant is a facility for sizing and washing   
coal to prepare it for use by a particular customer. The washing process removes
ash from the coal and has the added benefit of removing some of the coal's      
sulfur content.                                                                 

     Probable Reserves: Reserves for which quantity and grade and/or quality are
computed from information similar to that used for proven reserves, but the     
sites for inspection, sampling, and measurement are farther apart or are        
otherwise less adequately spaced. The degree of assurance, although lower than  
that for proven reserves, is high enough to assume continuity between points of 
observation. Also known as "indicated" reserves.                                

Proven Reserves: Reserves for which (a) quantity is computed from     
dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or
quality are computed from the results of detailed sampling and (b) the sites for
inspection, sampling and measurement are spaced so closely and the geologic     
character is so well defined that size, shape, depth and mineral content of     
reserves are well-established. Also known as "measured" reserves.               

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   Reclamation: The restoration of land and environmental values to a mining
site after the coal is extracted. Reclamation operations are usually underway   
where the coal has already been taken from a mine even as mining operations are 
taking place elsewhere at the site. The process commonly includes "recontouring"
or reshaping the land to its approximate original appearance, restoring topsoil 
and planting native grass and ground covers. Reclamation is closely regulated by
both state and federal law.                                                     

  Reserves: That part of a mineral deposit which could be economically and
legally extracted or produced at the time of the reserve determination.         

     Room and Pillar Mining: A system of coal mining commonly used in the United
States in which rooms are driven off the entries with pillars of coal left      
standing between them for temporary or permanent roof support.                  

Scrubber (flue gas desulfurization unit): Any of several forms of     
chemical/physical devices which operate to neutralize sulfur compounds formed   
during coal combustion. These devices combine the sulfur in gaseous emissions   
with other chemicals to form inert compounds, such as gypsum, which must then be
removed for disposal.                                                           

  Spot Market: Sales of coal pursuant to an agreement for shipments over a
period of one year or less. Spot market sales are generally obtained via a      
competitive bidding process.                                                    

 Steam Coal: Coal used by power plants and industrial boilers to produce
steam for the generation or heating processes. It generally is lower in Btu heat
content and higher in volatile matter than metallurgical coal.                  

Subbituminous Coal: Dull, black coal that ranks between lignite and   
bituminous coal. Its moisture content is between 20% and 30% by weight, and its 
heat content ranges from 8,300 to 10,500 Btus per pound of coal.                

     Subordination Period: The subordination period will extend from the date of
the closing of the initial public offering until the first to occur of the      
following:                                                                      

        (a) the first day of any quarter beginning on or after September 30,
2004 for which:                                                       

            (1) distributions of Available Cash from Operating Surplus on each
  of the outstanding common units and subordinated units, equaled or
    exceeded the sum of the minimum quarterly distribution on all of the
     outstanding common units and subordinated units for each of the three
     non-overlapping four-quarter periods immediately preceding that date;

          (2) the Adjusted Operating Surplus, generated during each of the
 three immediately preceding, non-overlapping four quarter periods
       equaled or exceeded the sum of minimum quarterly distribution on all of
    the common units and subordinated units that were outstanding during
      those periods on a fully diluted basis and the related distribution on
the general partner interests in Alliance Resource Partners, the
intermediate partnership and the managing member interest in the
operating subsidiary during these periods; and                  

         (3) there are no arrearages in payment of the minimum quarterly
distribution on the common units.                               

    (b) the date on which the managing general partner is removed as
   managing general partner of Alliance Resource Partners upon the requisite
     vote by limited partners under circumstances where cause does not exist and
  units held by the general partners and their affiliates are not voted in
favor of removal.                                                     

   Before the end of the subordination period, 50% of the subordinated units
will convert to common units if the tests set forth below are met for any       
quarter ending on or after September 30, 2003:                                  

            (1) distributions of Available Cash from Operating Surplus on each
  of the outstanding common units and subordinated units, equaled or
exceeded the sum of the minimum quarterly                       

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    distribution on all of the outstanding common units and subordinated
units for each of the three non-overlapping four-quarter periods
immediately preceding that date;                                

          (2) the Adjusted Operating Surplus, generated during each of the
       two immediately preceding, non-overlapping four quarter periods equaled
       or exceeded 110% of the sum of minimum quarterly distribution on all of
    the common units and subordinated units that were outstanding during
      those periods on a fully diluted basis and the related distribution on
the general partner interests in Alliance Resource Partners, the
intermediate partnership and the managing member interest in the
operating subsidiary during these periods; and                  

         (3) there are no arrearages in payment of the minimum quarterly
distribution on the common units.                               

   For purposes of determining whether the test in clauses (a)(2) and (b)(2)
above have been satisfied, Adjusted Operating Surplus will be adjusted upwards  
or downwards if the conflicts committee of the board of directors of the        
managing general partner determines in good faith that the amount of Estimated  
Maintenance Capital Expenditures used in the determination of Adjusted Operating
Surplus in either clause (2) was materially incorrect, based on circumstances   
prevailing at the time of original determination of Estimated Maintenance       
Capital Expenditures, for any one or more of the preceding three four-quarter   
periods.                                                                        

   Sulfur: One of the elements present in varying quantities in coal. Sulfur
dioxide (SO(2)) is produced as a gaseous byproduct of coal combustion.          

  Tons: A "short" or net ton is equal to 2,000 pounds. A "long" or British
ton is 2,240 pounds. A "metric" ton is approximately 2,205 pounds. The short ton
is the unit of measure referred to in this document.                            

     Units: The term "units" refers to both common units and subordinated units,
but not the general partner interest.                                           

  Volatile Matter: Combustible matter which is vaporized in the combustion
process. Power plant boilers are designed to burn coal containing specific      
amounts of volatile matter.                                                     

Working Capital Borrowings: Borrowings under our facility or other    
arrangement requiring all of its borrowings to be reduced to a relatively small 
amount each year for an economically meaningful period of time. Borrowings that 
are not intended exclusively for working capital purposes shall not be treated  
as Working Capital Borrowings.                                                  

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                                                                      APPENDIX D

PRO FORMA AVAILABLE CASH FROM 
OPERATING SURPLUS 

                                                        [Enlarge/Download Table]

                                                            YEAR ENDED     THREE MONTHS  
                                                           DECEMBER 31,   ENDED MARCH 31,
                                                               1998            1999      
                                                           ------------   ---------------
                                                                   (IN THOUSANDS)        
                                                                                         
Pro forma net income (loss)...............................   $ (6,558)        $     1    
Add:  Depreciation, depletion, and amortization...........     39,838           9,933    
      Change in advance royalties.........................        579             507    
      Reclamation accrual.................................        705              87    
Less: Pro forma maintenance capital expenditures(a).......    (18,000)         (5,250)   
                                                             --------         -------    
Pro forma Available Cash from Operating                                                  
  Surplus(b)(c)(d)(e).....................................   $ 16,564         $ 5,278    
                                                             ========         =======    

Add:  Unusual item(f).....................................   $  5,211         $    --    
Add:  Interest income(g)..................................      2,605             651    
Less: Additional maintenance capital expenditures(h)......     (5,500)           (625)   
Less: Additional administrative expenses(i)...............     (1,000)           (250)   
                                                             --------         -------    
      Pro forma Available Cash from Operating Surplus, as                                
      adjusted(j)(k)(l)...................................   $ 17,880         $ 5,054    
                                                             ========         =======    

------------------                                                              

(a) Consistent with the requirements of the partnership agreement, we have      
  deducted an amount of maintenance capital expenditures which we determined
would have been appropriate for our level of operations in 1998.        

(b) The pro forma adjustments in the unaudited pro forma financial statements   
are based upon currently available information and various estimates and
   assumptions. The unaudited pro forma financial statements do not purport to
    present the financial position or results of operations of Alliance Resource
    Partners had the transactions to be effected at the closing of this offering
actually been completed as of the date indicated. As a consequence, the 
    amount of pro forma Available Cash from Operating Surplus shown above should
   only be viewed as a general indication of the amount of Available Cash from
    Operating Surplus that may have been generated by Alliance Resource Partners
had it been formed in an earlier period.                                

(c) The amount of Available Cash constituting Operating Surplus needed to pay   
   the minimum quarterly distribution for one quarter and for four quarters on
    the common units, the subordinated units and the general partner interest to
be outstanding immediately after the transactions is approximately:     

                                                                [Download Table]

                                                             FOUR        ONE   
                                                           QUARTERS    QUARTER 
                                                           --------    --------
                                                              (IN THOUSANDS)   
                                                                               
Common units.............................................  $17,939     $ 4,485 
Subordinated units.......................................   12,826       3,207 
Combined 2% general partner interest.....................      628         157 
                                                           -------     ------- 
          Total..........................................  $31,393     $ 7,849 
                                                           =======     ======= 

(d) Our pro forma Available Cash from Operating Surplus generated during 1998   
    would have been sufficient to pay approximately 90% of the minimum quarterly
   distribution on the common units and would have been insufficient to make a
distribution on the subordinated units.                                 

(e) Our pro forma Available Cash from Operating Surplus generated during the    
    first quarter of 1999 would have been sufficient to allow us to pay the full
minimum quarterly distribution on the common units and a portion of the 
minimum quarterly distribution on the subordinated units.               

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(f) The unusual item relates to a net loss of approximately $5.2 million        
incurred in connection with the temporary suspension of operations at   
Pontiki/Excel in the second half of 1998.                               

(g) We are required to purchase U.S. Treasury notes with the proceeds from our  
term loan facility. The interest income we would have generated from the
 U.S. Treasury notes would have been $2.6 million and $0.7 million for the
    year ended December 31, 1998 and the three months ended March 31, 1999. This
interest income is not included in pro forma net income.                

(h) Consistent with the requirements of our partnership agreement, this         
    adjustment reflects an increase in maintenance capital expenditures which we
  have determined would be appropriate for our target level of operations in
the four quarters following the completion of our offering.             

(i) We estimate that we will incur incremental general and administrative       
    expenses of approximately $1 million a year as a result of becoming a public
company.                                                                

(j) Our pro forma Available Cash from Operating Surplus, as adjusted, generated 
during 1998 would have been sufficient to pay approximately 98% of the  
minimum quarterly distribution on the common units and would have been  
insufficient to make a distribution on the subordinated units.          

(k) Our pro forma Available Cash from Operating Surplus, as adjusted, for the   
first quarter of 1999, would have been sufficient to allow us to pay the
    full minimum quarterly distribution on the common units and a portion of the
minimum quarterly distribution on the subordinated units.               

(l) In 1998 and early 1999, our financial performance was adversely impacted by 
start-up costs associated with the acquisition of Hopkins County Coal as
    well as the reopening of Pontiki/Excel after its temporary closing. Based on
  the performance of our operations at current production levels, we believe
we would have generated sufficient operating surplus to pay the minimum 
  quarterly distribution on the common units, the subordinated units and the
    general partner interest for the twelve-month period ended December 31, 1998
and the three-month period ended March 31, 1999.                        

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[Letterhead of Weir International Mining Consultants] 

May 18, 1999                                                                    

Thomas L. Pearson, Esq.                                                         
Senior Vice President -- Law & Administration                                   
Alliance Resource Holdings                                                      
1717 South Boulder Avenue                                                       
Tulsa, OK 74119                                                                 

Reference: Audit of Estimated Proven and Probable Coal Reserves of Selected     
Mining Properties of MAPCO Coal Inc. and MC Mining, Inc.  

Gentlemen:                                                                      

Weir International Mining Consultants ("WIMC") has completed an overview audit  
of the proven and probable coal reserves, as of March 31, 1999, for selected    
mining properties of MAPCO Coal Inc. and MC Mining, Inc. (collectively,         
"MAPCO"), both of which are wholly-owned subsidiaries of Alliance Resource      
Holdings. The selected mining properties are Mettiki Coal Corporation, Pontiki  
Coal Corporation, Webster County Coal Corporation, White County Coal            
Corporation, Gibson County Coal Corporation and Hopkins County Coal, L.L.C. (all
of which are wholly-owned subsidiaries of MAPCO Coal Inc.) and MC Mining, Inc.  
These proven and probable coal reserve estimates of the selected mining         
properties are the responsibility of MAPCO's management. By assignment, the     
objective of this summary report is to express an independent opinion on these  
estimates of proven and probable coal reserves based on our audit review,       
familiarity with the properties, and knowledge of the coal mining industry in   
the regions being studied. As such, this summary report addresses the following 
three areas: summary conclusions of our audit, definitions necessary for an     
understanding of the audit conclusions, and our qualifications to conduct the   
coal reserve audit.                                                             

A. SUMMARY OF CONCLUSIONS                                                       

Based on the scope and process of our audit of MAPCO's proven and probable coal 
reserve estimates, it is our professional opinion that:                         

  1. Proven and probable reserve estimates presented by MAPCO are properly
       calculated in accordance with MAPCO's stated procedures and parameters,
   which comply with practices and standards generally employed by and
        within the coal mining industry and are consistent with the requirements
        of Item 102 of Regulation S-K as well as Industry Guide 7, both of which
    are promulgated pursuant to the Securities Act of 1933, as amended .

     2. As of March 31, 1999, MAPCO controlled by lease, ownership, or option an
       estimated 407 million product tons of proven and probable coal reserves
as summarized as follows:                                       

                                                        [Enlarge/Download Table]

                                                                             PROVEN AND PROBABLE
          MINE/PROPERTY                     LOCATION          MINING METHOD      TONS (000)     
          -------------                     --------          -------------  -------------------
                                                                                                
Mettiki Mine......................  Garrett County, Maryland  Underground           46,498      
Excel Mining......................  Martin County, Kentucky   Underground           28,922      
MC Mining.........................  Pike County, Kentucky     Underground           24,633      
Dotiki Mine.......................  Webster County, Kentucky  Underground           53,052      
Pattiki Mine......................  White County, Illinois    Underground           72,659      
Gibson County.....................  Gibson County, Indiana    Underground          142,038      
Hopkins County....................  Hopkins County, Kentucky  Underground           24,820      
                                                              Surface               14,849      
                                                                                   -------      
Total Proven and Probable Product Tons.....................................        407,471      
                                                                                   =======      

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Alliance Resource Holdings                                                      
May 18, 1999                                                                    
Page 2                                                                          

MAPCO's coal resources may include tonnage in excess of the proven and probable 
tons set forth above that may be mined in the future following potential        
improvements in mining equipment and techniques. Such potential additional      
reserves have been excluded from the summary report because they cannot be      
economically extracted or produced as of March 31, 1999.                        

B. DEFINITIONS RELATING TO COAL RESERVE AUDIT                                   

Definitions of terms and criteria applied in our summary study are as follows:  

Reserve Classification: Refers to the reliability or accuracy of the  
  reserve estimate. This report is limited to two reserve classifications:
     proven (measured) and probable (indicated) (in descending order of geologic
assurance).                                                           

     Proven (Measured): Tonnages computed from seam measurements as observed and
recorded in drill holes, mine workings, and/or seam outcrop prospect  
    openings. The sites for measurement are so closely spaced and the geologic
     character so well-defined that the thickness, areal extent, size, shape and
 depth of coal are well established. The maximum acceptable distance for
 projection from seam data points varies with the geologic nature of the
   coal seam being studied, but generally a radius of 1/4 mile is recognized
   as the standard. This classification has the highest degree of geological
assurance.                                                            

 Probable (Indicated): Coal tonnages computed by projection of data from
     available seam measurements for a distance beyond coal classified as proven
  (measured). The assurance, although lower than for proven (measured), is
     high enough to assume continuity between points of measurement. The maximum
  acceptable distance for projection of indicated tonnage is 3/4 mile from
   points of observation. The indicated classification has a moderate degree
  of geological assurance. Further exploration is necessary to place these
reserves in the measured category.                                    

  Product Tons: Tons mined and prepared for sale; can include both tonnage
  cleaned and processed in a preparation plant and ROM tonnage that can be
sold without cleaning.                                                

ROM: Run-of-mine tons. Tonnage as mined, including in-seam rock and   
out-of-seam dilution (top and bottom rock).                           

In preparing this overview audit report, we have relied on real property        
information and other data provided by MAPCO. We have not independently         
investigated real property ownership, verified such data or other information,  
or examined any agreement or documents in regard to MAPCO's reserve ownership or
control.                                                                        

C. QUALIFICATIONS                                                               

WIMC has provided consulting services to the United States and International    
mining industries continuously for over 60 years. The company was founded in    
1936 in Chicago, Illinois, as the Paul Weir Company, where the firm continues to
maintain one of its principal offices. WIMC has provided independent            
professional advice to the mining industry and enjoys an unrivaled reputation   
for objectivity.                                                                

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Alliance Resource Holdings                                                      
May 18, 1999                                                                    
Page 3                                                                          

WIMC operates independently from equipment manufacturers, government agencies   
and producing companies to ensure total independence.                           

WIMC is a member of the International Mining Consultants Group, and thus has    
access to the resources of the world's largest consulting company serving the   
specialized needs of the mining and minerals industries through 400 staff and 25
offices worldwide. WIMC provides a complete range of consulting and engineering 
services in mining, geology, geotechnical and hydrogeologic engineering,        
environmental investigations, economics, and coal benefication, combustion and  
utilization. WIMC has been involved in over 3,000 assignments for clients in all
significant geographical areas across the United States and in many foreign     
countries.                                                                      

WIMC is familiar with MAPCO's coal holdings and has visited a substantial       
majority of MAPCO's operations in the past 18 months. In conducting this study, 
WIMC visited all of the selected mining properties of MAPCO. Our audit was      
planned and performed to obtain a reasonable assurance on the reserve estimates 
of MAPCO. The audit process included a review and examination, where            
appropriate, on a test basis, of evidence supporting the reserve estimates as   
well as assessing the methodology and practices applied by MAPCO in formulating 
the reserve estimates.                                                          

Based on the foregoing, we believe our findings are reasonable and realistic and
have been developed using accepted engineering practices. All findings are      
subject to the accuracy and reliability of the source data used as the basis of 
this report.                                                                    

                           Respectfully submitted,

                                         Weir International Mining Consultants

                              By:       /s/ JOHN W. SABO
                                            ------------------------------------
                                            John W. Sabo
                                           Senior Vice President

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--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

8,969,335 COMMON UNITS

ALLIANCE RESOURCE PARTNERS, L.P.

REPRESENTING
LIMITED PARTNER INTERESTS 

------------- 

PROSPECTUS

            , 1999

------------- 

SALOMON SMITH BARNEY
MORGAN STANLEY DEAN WITTER
A.G. EDWARDS & SONS, INC. 
LEHMAN BROTHERS 

--------------------------------------------------------------------------------
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PART II 

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION                            

 Set forth below are the expenses (other than underwriting discounts and
commissions) expected to be incurred in connection with the issuance and        
distribution of the securities registered hereby. With the exception of the     
Securities and Exchange Commission registration fee, the NASD filing fee and the
NYSE filing fee, the amounts set forth below are estimates:                     

                                                                [Download Table]
                                                                     
Securities and Exchange Commission registration fee.........  $62,168
NASD filing fee.............................................   22,863
Nasdaq listing fee..........................................     *   
Printing and engraving expenses.............................     *   
Legal fees and expenses.....................................     *   
Accounting fees and expenses................................     *   
Transfer agent and registrar fees...........................     *   
Miscellaneous...............................................     *   
                                                              -------
          TOTAL.............................................  $  *   
                                                              =======

---------------                                                                 

* To be provided by amendment.                                                  

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS                              

The section of the Prospectus entitled "The Partnership               
Agreement -- Indemnification" is incorporated herein by this reference.         
Reference is made to Section 7 of the Underwriting Agreement filed as Exhibit   
1.1 to the Registration Statement. Subject to any terms, conditions or          
restrictions set forth in the Partnership Agreement, Section 17-108 of the      
Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited    
partnership to indemnify and hold harmless any partner or other person from and 
against all claims and demands whatsoever.                                      

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES                                

 Alliance Resource Partners issued to Alliance Resource GP, LLC, limited
partner interests in the Partnership in connection with the formation of the    
Partnership on May 17, 1999 in an offering exempt from registration under       
Section 4(2) of the Securities Act of 1933, as amended. There have been no other
sales of unregistered securities within the past three years.                   

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                             

a. Exhibits:                                                          

                                                                [Download Table]
                                                                           
+1.1           -- Form of Underwriting Agreement                           
+3.1           -- Form of Amended and Restated Agreement of Limited        
                  Partnership of Alliance Resource Partners, L.P. (included
                  as Appendix A to the Prospectus)                         
*3.2           -- Form of Amended and Restated Agreement of Limited        
                  Partnership of Alliance Resource Operating Partners, L.P.
 3.3           -- Form of Amended and Restated Limited Liability Company   
                  Agreement of Alliance Resource Management GP, LLC        
 3.4           -- Form of Amended and Restated Limited Liability Company   
                  Agreement of Alliance Resource GP, LLC                   
+3.5           -- Certificate of Limited Partnership of Alliance Resource  
                  Partners, L.P.                                           
+3.6           -- Certificate of Formation of Alliance Resource GP, LLC    
*3.7           -- Certificate of Formation of Alliance Resource Management 
                  GP, LLC                                                  
*3.8           -- Certificate of Limited Partnership of Alliance Resource  
                  Operating Partners, L.P.                                 
+5.1           -- Form of Opinion of Andrews & Kurth L.L.P. as to the      
                  legality of the securities being registered              
+8.1           -- Form of Opinion of Andrews & Kurth L.L.P. relating to tax
                  matters                                                  

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                                                                [Download Table]
                                                                            
 10.1           -- Form of Term Loan Facility                               
 10.2           -- Form of Working Capital Facility                         
 10.3           -- Form of Revolving Credit Facility                        
 10.4           -- Form of Note Purchase Agreement                          
 10.5           -- Form of Contribution and Assumption Agreement            
 10.6           -- Form of Alliance Resource GP, LLC Long-term Incentive    
                   Plan                                                     
 10.7           -- Form of Alliance Resource GP, LLC Short-term Incentive   
                   Plan                                                     
 10.8           -- Form of Employment Agreement                             
+10.9           -- Restated and Amended Coal Supply Agreement, dated        
                   February 1, 1986, among Seminole Electric Cooperative,   
                   Inc., Webster County Coal Corporation and White County   
                   Coal Corporation (Portions of this agreement have been   
                   omitted based on a request for confidential treatment.   
                   Those omitted portions have been filed with the SEC).    
+10.10          -- Contract for Purchase and Sale of Coal, dated January 31,
                   1995, between Tennessee Valley Authority and Webster     
                   County Coal Corporation (Portions of this agreement have 
                   been omitted based on a request for confidential         
                   treatment. Those omitted portions have been filed with   
                   the SEC).                                                
+10.11          -- Assignment/Transfer Agreement between Andalex Resources, 
                   Inc., Hopkins County Coal, LLC, Webster County Coal      
                   Corporation and Tennessee Valley Authority, dated January
                   23, 1998, with Exhibit A -- Contract for Purchase and    
                   Sale of Coal between Tennessee Valley Authority and      
                   Andalex Resources, Inc., dated January 31, 1995 (Portions
                   of this agreement have been omitted based on a request   
                   for confidential treatment. Those omitted portions have  
                   been filed with the SEC).                                
+10.12          -- Contract for Purchase and Sale of Coal, dated July 7,    
                   1998, between Tennessee Valley Authority and Webster     
                   County Coal Corporation (Portions of this agreement have 
                   been omitted based on a request for confidential         
                   treatment. Those omitted portions have been filed with   
                   the SEC).                                                
+10.13          -- Contract for Purchase and Sale of Coal, dated July 7,    
                   1998, between Tennessee Valley Authority and White County
                   Coal Corporation (Portions of this agreement have been   
                   omitted based on a request for confidential treatment.   
                   Those omitted portions have been filed with the SEC).    
 10.14          -- Agreement for the Supply of Coal to the Mt. Storm Power  
                   Station, dated January 15, 1996, between Virginia        
                   Electric Power Company and Mettiki Coal Corporation      
                   (Exhibit 10.(t) to MAPCO Inc.'s Form 10-K, filed April 1,
                   1996, File No. 1-5254)                                   
 21.1           -- List of subsidiaries of Alliance Resource Partners       
*23.1           -- Consent of Deloitte & Touche LLP                         
+23.3           -- Consent of Weir International Mining Consultants         
+23.4           -- Consent of Andrews & Kurth L.L.P. (contained in Exhibits 
                   5.1 and 8.1)                                             
+24.1           -- Powers of Attorney (included on the signature page)      
+27.1           -- Financial Data Schedule.                                 

---------------                                                                 

* Filed herewith.                                                             

+ Previously filed.                                                           

(b) Financial Statement Schedules                                     

  All financial statement schedules are omitted because the information is
not required, is not material or is otherwise included in the financial         
statements or related notes thereto.                                            

ITEM 17. UNDERTAKINGS                                                           

The undersigned Registrant hereby undertakes to provide at the closing
specified in the underwriting agreement certificates in such denominations and  
registered in such names as required by the Underwriters to permit prompt       
delivery to each purchaser.                                                     

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     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the          
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant   
has been advised that in the opinion of the Securities and Exchange Commission  
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification 
against such liabilities (other than the payment by the Registrant in the       
successful defense of any action, suit or proceeding) is asserted by such       
director, officer or controlling person in connection with the securities being 
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate     
jurisdiction the question whether such indemnification by it is against public  
policy as expressed in the Securities Act and will be governed by the final     
adjudication of such issue.                                                     

The undersigned Registrant hereby undertakes that:                    

      (1) For purposes of determining any liability under the Securities
   Act, the information omitted from the form of prospectus filed as part of
   this Registration Statement in reliance upon Rule 430A and contained in a
  form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
   (4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.      

          (2) For the purposes of determining any liability under the Securities
     Act, each post-effective amendment that contains a form of prospectus shall
 be deemed to be a new registration statement relating to the securities
    offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.                  

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment to the Registration Statement to be   
signed on its behalf by the undersigned, thereunto duly authorized, in the City 
of Tulsa, State of Oklahoma, on July 20, 1999.                                  

                                        ALLIANCE RESOURCE PARTNERS, L.P.

                                     By: Alliance Resource GP, LLC
                                       its general partner

                                    By:    /s/ THOMAS L. PEARSON
                                              ----------------------------------

 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN   
THE CAPACITIES AND ON THE DATES INDICATED BELOW.                                

                                                        [Enlarge/Download Table]

                      SIGNATURE                                      TITLE                      DATE    
                      ---------                                      -----                      ----    
                                                                                                        

                          *                            President, Chief Executive Officer  July 20, 1999
-----------------------------------------------------    and Director (Principal                        
                Joseph W. Craft, III                     Executive Officer)                             

                          *                            Senior Vice President and Chief     July 20, 1999
-----------------------------------------------------    Financial Officer (Principal                   
                Michael L. Greenwood                     Financial Officer and Principal                
                                                         Accounting Officer)                            

                          *                            Director                            July 20, 1999
-----------------------------------------------------                                                   
                   John P. Neafsey                                                                      

                          *                            Director                            July 20, 1999
-----------------------------------------------------                                                   
               Preston R. Miller, Jr.                                                                   

                          *                            Director                            July 20, 1999
-----------------------------------------------------                                                   
                 John J. MacWilliams                                                                    

             *By: /s/ THOMAS L. PEARSON                                                                 
  ------------------------------------------------                                                      
                as Power of Attorney                                                                    

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EXHIBIT INDEX 

                                                                [Download Table]

EXHIBIT NO.                                DESCRIPTION                         
-----------                                -----------                         
                                                                               

    +1.1           -- Form of Underwriting Agreement                           
    +3.1           -- Form of Amended and Restated Agreement of Limited        
                      Partnership of Alliance Resource Partners, L.P. (included
                      as Appendix A to the Prospectus)                         
    *3.2           -- Form of Agreement of Limited Partnership of Alliance     
                      Resource Operating Partners, L.P.                        
     3.3           -- Form of Amended and Restated Limited Liability Company   
                      Agreement of Alliance Resource Management GP, LLC        
     3.4           -- Form of Amended and Restated Limited Liability Company   
                      Agreement of Alliance Resource GP, LLC                   
    +3.5           -- Certificate of Limited Partnership of Alliance Resource  
                      Partners, L.P.                                           
    +3.6           -- Certificate of Formation of Alliance Resource GP, LLC    
    *3.7           -- Certificate of Formation of Alliance Resource Management 
                      GP, LLC                                                  
    *3.8           -- Certificate of Limited Partnership of Alliance Resource  
                      Operating Partners, L.P.                                 
    +5.1           -- Form of Opinion of Andrews & Kurth L.L.P. as to the      
                      legality of the securities being registered              
    +8.1           -- Form of Opinion of Andrews & Kurth L.L.P. relating to tax
                      matters                                                  
    10.1           -- Form of Term Loan Facility                               
    10.2           -- Form of Working Capital Facility                         
    10.3           -- Form of Revolving Credit Facility                        
    10.4           -- Form of Note Purchase Agreement                          
    10.5           -- Form of Contribution and Assumption Agreement            
    10.6           -- Form of Alliance Resource GP, LLC Long-term Incentive    
                      Plan                                                     
    10.7           -- Form of Alliance Resource GP, LLC Short-term Incentive   
                      Plan                                                     
    10.8           -- Form of Employment Agreement                             
   +10.9           -- Restated and Amended Coal Supply Agreement, dated        
                      February 1, 1986, among Seminole Electric Cooperative,   
                      Inc., Webster County Coal Corporation and White County   
                      Coal Corporation (Portions of this agreement have been   
                      omitted based on a request for confidential treatment.   
                      Those omitted portions have been filed with the SEC).    
   +10.10          -- Contract for Purchase and Sale of Coal, dated January 31,
                      1995, between Tennessee Valley Authority and Webster     
                      County Coal Corporation (Portions of this agreement have 
                      been omitted based on a request for confidential         
                      treatment. Those omitted portions have been filed with   
                      the SEC).                                                
   +10.11          -- Assignment/Transfer Agreement between Andalex Resources, 
                      Inc., Hopkins County Coal, LLC, Webster County Coal      
                      Corporation and Tennessee Valley Authority, dated January
                      23, 1998, with Exhibit A -- Contract for Purchase and    
                      Sale of Coal between Tennessee Valley Authority and      
                      Andalex Resources, Inc., dated January 31, 1995 (Portions
                      of this agreement have been omitted based on a request   
                      for confidential treatment. Those omitted portions have  
                      been filed with the SEC).                                
   +10.12          -- Contract for Purchase and Sale of Coal, dated July 7,    
                      1998, between Tennessee Valley Authority and Webster     
                      County Coal Corporation (Portions of this agreement have 
                      been omitted based on a request for confidential         
                      treatment. Those omitted portions have been filed with   
                      the SEC).                                                
   +10.13          -- Contract for Purchase and Sale of Coal, dated July 7,    
                      1998, between Tennessee Valley Authority and White County
                      Coal Corporation (Portions of this agreement have been   
                      omitted based on a request for confidential treatment.   
                      Those omitted portions have been filed with the SEC).    
    10.14          -- Agreement for the Supply of Coal to the Mt. Storm Power  
                      Station, dated January 15, 1996, between Virginia        
                      Electric Power Company and Mettiki Coal Corporation      
                      (Exhibit 10.(t) to MAPCO Inc.'s Form-K, filed April 1,   
                      1996, File No. 1-5254)                                   
    21.1           -- List of subsidiaries of Alliance Resource Partners       
   *23.1           -- Consent of Deloitte & Touche LLP                         

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                                                                [Download Table]

EXHIBIT NO.                                DESCRIPTION                        
-----------                                -----------                        
                                                                              
   +23.3           -- Consent of Weir International Mining Consultants        
   +23.4           -- Consent of Andrews & Kurth L.L.P. (contained in Exhibits
                      5.1 and 8.1)                                            
   +24.1           -- Powers of Attorney (included on the signature page)     
   +27.1           -- Financial Data Schedule.                                

---------------                                                                 

* Filed herewith.                                                             

+ Previously filed.