SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Owings David Williams

(Last)

(First)

(Middle)

P.O. BOX 26765

(Street)

RICHMOND

23261-6765

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/20/2004

3. Issuer Name and Ticker or Trading Symbol
MASSEY ENERGY CO [ MEE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Controller

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,580	D
Common Stock	60.5734	I	By the 401(k) Plan⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽²⁾	10/29/2011	Common Stock	1,385	$20.105	D
Employee Stock Option (right to buy)	⁽³⁾	10/21/2012	Common Stock	1,431	$5.21	D
Employee Stock Option (right to buy)	⁽⁴⁾	11/17/2013	Common Stock	2,309	$13.595	D
Employee Stock Option (right to buy)	11/15/2008⁽⁵⁾	11/15/2014	Common Stock	4,618	$29.945	D
Restricted Units (phantom stock units)	10/29/2005	10/29/2005	Common Stock	44	⁽⁶⁾	D
Restricted Units (phantom stock units)	⁽⁷⁾	⁽⁷⁾	Common Stock	574	⁽⁶⁾	D
Restricted Units (phantom stock units)	⁽⁸⁾	⁽⁸⁾	Common Stock	355	⁽⁶⁾	D
Restricted Units (phantom stock units)	11/15/2008⁽⁹⁾	11/15/2008⁽⁹⁾	Common Stock	430	⁽⁶⁾	D

Explanation of Responses:

1. As of October 29, 2004 the value of the units acquired and held indirectly by the reporting person under Massey's Coal Salary Deferral and Profit Sharing Plan, as amended and restated effective October 1, 2001 (the "401(k) Plan") equated to 60.5734 shares of Massey common stock plus a cash component of $67.97.

2. One quarter of these stock options vested and became exercisable beginning on 10/29/02, one quarter vested and became exercisable beginning on 10/29/03, one quarter vested and became exercisable beginning on 10/29/04 and the remaining quarter vests and becomes exercisable beginning on 10/29/05.

3. Two hundred seventy seven of these stock options vested and became exercisable beginning on 10/29/04. Five hundred seventy seven of these stock options vest and become exercisable beginning on 10/29/05 and the remaining five hundred seventy seven stock options vest and become exercisable beginning on 10/29/06.

4. One quarter of these stock options vested and became exercisable beginning on 11/17/04, one quarter vest and become exercisable beginning on 11/17/05, one quarter vest and become exercisable beginning on 11/17/06 and the remaining quarter vest and become exercisable beginning on 11/17/07.

5. These stock options vest and become exercisable beginning on 11/15/08; however, they may vest and become exercisable before such date if certain Company performance targets are met.

6. The settlement price of each restricted unit is the cash value on the vesting date of one share of Massey common stock.

7. One half of these restricted units vest and are payable in cash on 10/29/05 and one half vest and are payable in cash on 10/29/06.

8. One third of these restricted units vest and are payable in cash on 11/17/05, one third vest and are payable in cash on 11/17/06 and one third vest and are payable in cash on 11/17/07.

9. These restricted units vest and become exercisable beginning on 11/15/08; however, they may vest and become exercisable before such date if certain Company performance targets are met.

	/s/ Richard R. Grinnan, attorney-in-fact	11/29/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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