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                            September 26, 2022

       Randall W. Atkins
       Chairman and Chief Executive Officer
       Ramaco Resources, Inc.
       250 West Main Street, Suite 1800
       Lexington, Kentucky 40507

                                                        Re: Ramaco Resources,
Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed August 30,
2022
                                                            File No. 333-267152

       Dear Mr. Atkins:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-3

       Summary, page 2

   1.                                                   We note the disclosure
that "the Class B common stock is expected to pay a dividend
                                                        based on the financial
performance of the CORE Assets." You further disclose that such
                                                        expectation is subject
to the discretion of your Board and the requirements of Delaware
                                                        law. Please revise to
balance the disclosure throughout your filing by describing the
                                                        related restrictions
and limitations when you state that the Class B common stock is
                                                        expected to pay a
dividend based on the financial performance of the CORE Assets.
   2.                                                   We note the disclosure
at page 2 that "Historically, [you] have been a pure play
                                                        metallurgical coal
company with 39 million reserve tons and 769 million resource tons of
                                                        high-quality
metallurgical coal." Please revise to disclose the measurement period to
                                                        provide context for
your disclosure.
 Randall W. Atkins
FirstName LastNameRandall  W. Atkins
Ramaco Resources,  Inc.
Comapany 26,
September NameRamaco
              2022      Resources, Inc.
September
Page 2    26, 2022 Page 2
FirstName LastName
3.       Please explain the basis for your belief that the Class B common stock
offers holders of
         existing common stock an opportunity to "directly participate in the
potential growth
         associated with the development of carbon products and REEs." We note
that your board
         of directors has broad discretion in the allocation of assets,
liabilities and expenses
         between the Class A and Class B common stock and such allocations may
be changed at
         any time.
Pro Forma Cash Available for Dividend, page 4

4.       Disclose how you determined it was appropriate to use pro forma
revenue to calculate
         cash available for dividends.
5.       Disclose how you determined the anticipated dividend of 20% of the
revenue attributable
         to the CORE Assets and how you determined this percentage is
sustainable.
6.       You present the non-GAAP measure pro forma cash available for
dividend. Revise to
         disclose whether this measure is intended to assess your liquidity,
and provide all the
         disclosures required by Item 10(e) of Regulation S-K.
Summary Historical Financial Data, page 17

7.       Tell us how you considered presenting consolidating financial
statements of Ramaco
         Coal, LLC together with the financial statements of Ramaco Resources.
It appears this
         presentation would allow investors to understand how you attributed
the assets, liabilities,
         revenue, expenses and cash flows of Ramaco Coal, LLC.
8.       You present the non-GAAP measure Adjusted EBITDA. Revise to present
the disclosures
         required by Item 10(e) of Regulation S-K.
Summary Attributed Historical Financial Data, page 17

9.       You disclose in a risk factor that your Board may change the
management and allocation
         policies following their implementation to the detriment of one or
more classes without
         stockholder approval. Please provide a description of any allocation
methods used for
         cash, debt, related interest and financing costs, taxes, and common
costs as required by
         SAB Topic 1B. Disclose operating expenses, general and administrative
expenses,
         interest expense and taxes likely to be reported by the entity were it
a stand-alone entity.

Risk Factors, page 20

10.      We note your disclosure on page 37 and elsewhere that your ability to
pay dividends is
         subject to the discretion of your Board and the requirements of
applicable law, and the
         timing and amount of dividends declared will depend on, among other
things: (a) your
         earnings, earnings outlook, production, processing and shipping
levels, financial
         condition, cash flow, cash requirements and your outlook on current
and future market
         conditions, (b) your overall liquidity, (c) the restrictive covenants
in the Credit Agreement
 Randall W. Atkins
FirstName LastNameRandall  W. Atkins
Ramaco Resources,  Inc.
Comapany 26,
September NameRamaco
              2022      Resources, Inc.
September
Page 3    26, 2022 Page 3
FirstName LastName
         and any future debt instruments and (d) provisions of applicable law
governing the
         payment of dividends. We also note your disclosure on page 13 that
there may be a high
         degree of variability from period to period in the amount of cash, if
any, that is available
         for the payment of dividends. Please add a risk factor addressing
risks related to your
         ability to pay dividends.
Our Board may change the management and allocation policies following their
implementation
to the detriment of one or more classes, page 22

11.      You disclose that your Board intends to adopt certain management and
allocation policies
         described in the proxy statement to serve as guidelines in making
decisions regarding the
         relationship between the Company   s overall business and CORE with
respect to matters
         such as tax liabilities and benefits, loans between the two,
attribution of assets, financing
         alternatives, corporate opportunities and similar items. Please
describe these management
         and allocation policies in your prospectus where appropriate and add a
cross-reference to
         such disclosure here.
Cash Dividend Policy and Restrictions on Dividends, page 37

12.      You disclose that the dividends for your Class A common stock and
Class B common
         stock will be consistent with your publicly disclosed dividend policy,
which may be
         modified by your Board from time to time. Please clarify whether this
publicly disclosed
         dividend policy refers to the dividend policy you describe in this
section and elsewhere in
         your prospectus.
13.      We note your disclosure that your dividend policy is subject to
certain restrictions in your
         credit agreement. Please revise your disclosure to describe the
limitations on your ability
         to pay dividends under your existing credit agreement.
14.      We note your disclosure here that there is no guarantee that you will
pay cash dividends to
         your Class B stockholders each quarter. Please include this disclosure
in your prospectus
         summary.
Estimated Cash Available for Dividends for the Years Ending December 31, 2022
and 2023,
page 40

15.      You disclose pro forma cash available for distribution for the years
ending December 31,
         2022 and 2023. As you intend to make quarterly dividend payments,
please also include
         estimated cash available for distribution on a quarterly basis, or
explain to us why you
         omit it.
16.      We note your assumptions regarding increasing coal royalties and
infrastructure assets
         revenue for each of the years ending 2022 and 2023. Please provide
additional details
         regarding these assumptions to provide shareholders with sufficient
information to
         evaluate your forecasted cash available for dividends for the years
ending 2022 and 2023.
         For example, expand your disclosure regarding your assumptions about
expected growth
 Randall W. Atkins
FirstName LastNameRandall  W. Atkins
Ramaco Resources,  Inc.
Comapany 26,
September NameRamaco
              2022      Resources, Inc.
September
Page 4    26, 2022 Page 4
FirstName LastName
         in production at your coal properties and forward market prices for
coal.
Description of Common Stock
Class A and Class B Common Stock, page 48

17.      You disclose that your shares of common stock have no preemptive or
conversion rights
         and are not subject to further calls or assessment by you. This
appears inconsistent with
         your disclosure on pages 15 and 24 stating that your Board may, in its
sole discretion,
         elect to exchange all outstanding shares of the Class B common stock
into shares of Class
         A common stock based on an exchange ratio determined by a 20-day
trailing volume-
         weighted average price (   VWAP   ) for each class of stock. Please
revise your disclosure
         accordingly.
General

18.      Please explain to us how you determined that this transaction is
eligible to be registered on
         Form S-3. We note your disclosure on the prospectus cover page stating
that Company
         stockholders will not be required to pay for shares of your Class B
common stock received
         in the Distribution, or to surrender or exchange shares of existing
common stock in order
         to receive your Class B common stock, or to take any other action in
connection with the
         Distribution. If you are relying on General Instruction I.B.1 of Form
S-3, please tell us
         how you are registering securities that are being offered    for cash.

19.      We note the disclosure that your coal royalty interests include an
estimated 43 million
         tons of coal from your recently acquired Amonate assets. Please revise
to expand your
         disclosure to provide additional details regarding the estimated 43
million tons of coal
         from your recently acquired Amonate assets and tell us what
consideration you have given
         to including a technical report and related consent from the qualified
person pursuant to
         Item 1302 (b)(2)(i)) and 1302 (b)(4)(iv) of Regulation S-K.
20.      Please be advised that we will not be in a position to accelerate the
effectiveness of your
         registration statement until our comments relating to the Preliminary
Proxy Statement on
         Schedule 14A that you filed concurrently with this registration
statement have been
         resolved.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

        You may contact Robert Babula, Staff Accountant, at 202-551-3339 or Gus
Rodriguez,
Accounting Branch Chief, at 202-551-3752 if you have questions regarding
comments on the
financial statements and related matters. Please contact Irene
Barberena-Meissner, Staff
 Randall W. Atkins
Ramaco Resources, Inc.
September 26, 2022
Page 5

Attorney, at 202-551-6548 or Loan Lauren Nguyen, Legal Branch Chief, at
202-551-3642 with
any other questions.



                                                        Sincerely,
FirstName LastNameRandall W. Atkins
                                                        Division of Corporation
Finance
Comapany NameRamaco Resources, Inc.
                                                        Office of Energy &
Transportation
September 26, 2022 Page 5
cc:       Matthew R. Pacey, P.C.
FirstName LastName