ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN OFFICERS

On October 23, 2009, the unitholders of Alliance Resource Partners, L.P. (the "Partnership") approved the Third Amendment (the "Third Amendment") to the 2000 Long-Term Incentive Plan, as amended (the "Plan"), of Alliance Coal, LLC, the Partnership's operating subsidiary. The Third Amendment had previously been authorized by the Board of Directors of Alliance Resource Management GP, LLC, the Partnership's managing general partner, subject to unitholder approval. The Third Amendment increased the number of common units available for issuance under the Plan from 1.2 million to 3.6 million.

A summary of the Third Amendment was set forth in the Partnership's Consent Solicitation Statement dated September 25, 2009 (filed by the Partnership with the Securities and Exchange Commission on Schedule 14A) under the caption "The Plan and Proposed Amendment." Such description is incorporated herein by reference and is qualified in its entirety by reference to the full text of the Amended and Restated Plan, as amended pursuant to the Third Amendment, which is filed as Exhibit 10.1 to this report.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

10.1 Amended and Restated Alliance Coal, LLC 2000 Long-Term Incentive Plan (as amended pursuant to the Third Amendment)

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