Room 4561


	November 22, 2005


Mr. Jay Gelman
Chief Executive Officer
Alliance Distributors Holding Inc.
15-15 132nd Street
College Point, New York 11356

Re:	Alliance Distributors Holding Inc.
	Amendment No. 1 to Registration Statement on Form SB-2 filed
November 17, 2005
	File No. 333-128892

Dear Mr. Gelman:

      We have reviewed your amended filing and have the following
comment.

General

1. We note your Form 8-K filed October 17, 2005 providing as an
exhibit your press release dated October 14, 2005 in which you
discuss the engagement of Sanders Morris Harris as placement agent
for your prospective $60 million private placement.  It does not
appear that you have availed yourself of the safe harbor set forth
in
Rule 135c under the Securities Act regarding notices of proposed
unregistered offerings.  Please provide us with your analysis as
to
how your press release dated October 14, 2005 does not constitute
an
offering of securities and is otherwise consistent with the
requirements of Section 5(c) of the Securities Act.


*              *              *              *


      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.

      You may contact Daniel Lee at (202) 551-3477 with any
questions.  If you need further assistance, you may contact Anne
Nguyen, Special Counsel, at (202) 551-3611 or me at (202) 551-
3735.

	Sincerely,


	Barbara C. Jacobs
	Assistant Director

cc:	Via Facsimile
	Oscar D. Folger, Esq.
	521 5th Avenue
	New York, New York 10175
	Telephone: (212) 697-6464
	Facsimile:  (212) 697-7833