SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PHILLIPS BAXTER F JR

(Last)

(First)

(Middle)

10210 WINDBLUFF DRIVE

(Street)

RICHMOND

23233

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP & CAO

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2005

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/29/2005		M		298	A	⁽¹⁾	31,075	D
Common Stock	10/29/2005		D		298	D	$38.81	30,777	D
Common Stock	10/29/2005		M		1,150	A	⁽¹⁾	31,927	D
Common Stock	10/29/2005		D		1,150	D	$38.81	30,777	D
Common Stock								2,995	I	By the 401(k) Plan⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Units (phantom stock units)⁽²⁾	⁽¹⁾	10/29/2005		M			298	10/29/2005	10/29/2005	Common Stock	298	$0	0	D
Restricted Units (phantom stock units)⁽³⁾	⁽¹⁾	10/29/2005		M			1,150	10/29/2005	10/29/2005	Common Stock	1,150	$0	1,150	D

Explanation of Responses:

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

2. This entry reflects the vesting of 298 restricted units which are part of a grant of restricted units made on 10/29/01, of which 0 restricted units remain.

3. This entry reflects the vesting of 1,150 restricted units which are part of a grant of restricted units made on 10/21/02, of which 1,150 restricted units remain.

4. As of September 30, 2005, the value of the units acquired and held indirectly by the reporting person under Massey's Coal Salary Deferral and Profit Sharing Program, as amended and restated effective October 1, 2001 (the "401(k) Plan"), equated to 2,995.1532 shares of Massey common stock plus a cash component of $6,373.44.

Remarks:

Each pair of transactions appearing under Table I is associated with a vesting of restricted units shown in Table II.

	/s/ Richard R. Grinnan, attorney-in-fact	10/31/2005
	** 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 4 (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).
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