July 13, 2005



via U.S. Mail
Jeff D. Morris
Chief Executive Officer
Alon USA Energy, Inc.
7616 LBJ Freeway, Suite 300
Dallas, Texas 75251


Re:	Alon USA Energy, Inc.
      Amendment No. 3 to Registration Statement on
      Form S-1
      File No. 333-124797
      Filed July 7, 2005

Dear Mr. Morris:

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

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








Form S-1/A-3, Filed July 7, 2005

Use of Proceeds, page 24


1. Given the restrictions contained in the debt agreements you
reference, please revise the disclosure to further clarify and
explain how the company will be capable of paying dividends in the
future with proceeds other than those generated from the initial
public offering.


Selected Historical Consolidated and Combined Financial and
Operating
Data, page 30

Form S-1/A-3, Filed July 7, 2005

2. We note that you have defined EBITDA as earnings before
minority
interest, income tax expense, interest expense, depreciation,
amortization and gain on dispositions of assets.  Please revise
your
description to refer to a measure that more appropriately
describes
this measure.  This comment applies to your use of this measure
throughout your filing.  Additionally, clarify whether or not the
calculation of this measure is consistent with the calculation of
EBITDA referred to on page 54 related to certain financial
covenants.
Refer to Item 10(e)(1)(ii)(E) of Regulation S-K and Question 10 of
the June 13, 2004 Division of Corporation Finances` Frequently
Asked
Questions Regarding the Use of Non-GAAP Financial Measures which
is
at http://www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm.


Principal Stockholders, page 89

3. Please supplement the disclosure to briefly explain the overall
purpose of the transaction entered into between the parties to the
July 6, 2005 agreement.

Closing Comments

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

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

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

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

	You may contact Jennifer Goeken at (202) 551-3721 or in her
absence, Jill Davis, Accounting Branch Chief at (202) 551-3683 if
you
have comments on the financial statements and related matters.
Please contact Mellissa Campbell Duru, at (202) 551-3757 or me at
(202) 551-3745 with any other questions.

							Sincerely,


							H. Roger Schwall
							Assistant Director
cc: 	via facsimile
	Mark Betzen, Esq.
	Jones Day
	(214) 969-5100 (fax)





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Mr. Morris
Alon USA Energy, Inc.
July 13, 2005
page 3




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010