Brenda K. Lenahan blenahan@velaw.com
Tel 212.237.0133 Fax 917.849.5360
May 6, 2010
BY EDGAR TRANSMISSION
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Filing Desk
Re: Registration Statement on Form S-1 of Rhino Resource Partners LP
Ladies and Gentlemen:
On behalf of Rhino Resource Partners LP, a Delaware limited partnership (the “Registrant”), we have submitted to you five (5) courtesy copies of the Registrant’s Registration Statement on Form S-1 (the “Registration Statement”) filed under the Securities Act of 1933 (the “Securities Act”) on May 5, 2010, via hand delivery.
Pursuant to Rule 461(a) under the Securities Act, the Registrant and the underwriters intend to request acceleration of the effective date of the Registration Statement orally. The Registrant and the underwriters have indicated that they are aware of their obligations under the Securities Act.
The Registrant submitted a filing fee of $6,457, by wire transfer to the Securities and Exchange Commission’s account at U.S. Bank of St. Louis, Missouri on May 3, 2010. Please direct any questions or comments regarding the Registration Statement to Brenda K. Lenahan at 212.237.0133.
| Sincerely, |
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| /s/ BRENDA K. LENAHAN |
| Brenda K. Lenahan |