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^*

RANKIN THOMAS T

(Last)

(First)

(Middle)

NACCO INDUSTRIES, INC.

5875 LANDERBROOK DRIVE, STE. 300

(Street)

MAYFIELD HEIGHTS

44124

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NACCO INDUSTRIES INC [ NC ]

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

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of a group

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2005

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)
Class A Common Stock								57,027	I	By Trust⁽¹¹⁾
Class A Common Stock	01/26/2005	01/26/2005	G	V	177	A	$0	56,569	I	By Assoc II⁽¹⁾
Class A Common Stock	01/26/2005	01/26/2005	G	V	531	D	$0	56,038	I	By Assoc II⁽¹⁾
Class A Common Stock	02/07/2005	02/07/2005	J⁽⁶⁾		9,975	D	$0	46,063	I	By Assoc II⁽¹⁾
Class A Common Stock								10,587	I	By Trust (Son1)⁽¹²⁾
Class A Common Stock								2,900	I	By Spouse⁽¹³⁾
Class A Common Stock	01/26/2005	01/26/2005	G	V	177	A	$0	1,843	I	By Assoc II/Spouse⁽²⁾
Class A Common Stock	01/26/2005	01/26/2005	G	V	532	A	$0	3,994	I	By Assoc II/Son 1⁽³⁾
Class A Common Stock	02/07/2005	02/07/2005	J⁽⁵⁾		25	D	$0	1,975	I	By RMI (Delaware)⁽⁴⁾
Class A Common Stock	02/07/2005	02/07/2005	J⁽⁵⁾		25	A	$0	25	I	By GP⁽⁷⁾
Class A Common Stock	02/24/2005	02/24/2005	J⁽⁹⁾		18	D	$0	7	I	By GP⁽⁷⁾
Class A Common Stock	02/07/2005	02/07/2005	J⁽⁶⁾		9,975	A	$0	9,975	I	By RA4⁽⁸⁾
Class A Common Stock	02/24/2005	02/24/2005	J⁽⁹⁾		7,100	D	$0	2,875	I	By RA4⁽⁸⁾

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)
Class B Common Stock	⁽¹⁰⁾							⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	92,873		92,873	I	By Trust⁽¹¹⁾
Class B Common Stock	⁽¹⁰⁾							⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	28,581		28,581	I	By Assoc I⁽¹⁴⁾
Class B Common Stock	$0⁽¹⁰⁾	02/24/2005	02/24/2005	J⁽⁹⁾		18		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	18	$0	18	I	By GP⁽⁷⁾
Class B Common Stock	$0⁽¹⁰⁾	02/24/2005	02/24/2005	J⁽⁹⁾		7,100		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	7,100	$0	7,100	I	By RA4⁽⁸⁾

Explanation of Responses:

1. Represents the Reporting Person's proportionate limited partnership interests in shares held by Rankin Associates II, L.P.-------

2. Represents the Reporting Person's spouse's proportionate limited partnership interest in shares held by Rankin Associates II, L.P . Reporting Person disclaims beneficial ownership of all such shares.

3. Represents the Reporting Person's son's proportionate limited partnership interest in shares held by Rankin Associates II, L.P. which was held by Reporting Person as Co-Trustee of trust for benefit of Reporting Person's son. Reporting Person disclaims beneficial ownership of all such shares.

4. Represents the Reporting Person's proportionate limited partnership interest in shares of Rankin Associates II, L.P. held by Rankin Management, Inc. (RMI), as general partner. Reporting Person disclaims beneficial ownership of all such shares.

5. RMI to GP. Proportionate limited partnership interest in shares of Rankin Management, Inc. distributed to the general partner of Rankin Associates IV, L.P.

6. RAII to RAIV. Proportionate limited partnership interest in shares of Rankin Associates II distributed to Rankin Associates IV, L.P.

7. (GP)Represents the Reporting Person's proportionate limited partnership interest in shares of Rankin Associates IV, L.P. held by the Trust for the benefit of Reporting Person, as general partner.

8. (RAIV)Represents the Reporting Person's proportionate limited partnership interest in shares held by Rankin Associates IV, L.P.

9. Reporting Person exchanged shares of Class A Common Stock for like amount of Class B Common Stock with another member of the Class B Group.

10. N/A

11. Reporting Person serves as Trustee of a Trust for the benefit of Thomas T. Rankin.

12. Held by Trust, Reporting Person is Co-Trustee for the benefit of Reporting Person's son. Reporting Person disclaims beneficial ownership of all such shares.

13. By Spouse. Reporting Person disclaims beneficial ownership of all such shares.

14. Represents the Reporting Person's proportionate limited partnership interest in shares held by Rankin Associates I, L.P.-------- -

Remarks:

"Remark on Insider Relationship" - As a member of a "group" deemed to own more than 10% of an equity security as a result of being a party to a Stockholders' Agreement, dated as of March 15, 1990, beneficially owned by each of the signatories to such agreement (the "Agreement", the Reporting Person disclaims beneficial ownership of any such shares of Stock owned by any other signatory to the Agreement.

	/s/Constantine E. Tsipis, attorney-in-fact for Thomas T. Rankin	02/28/2005
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.