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^*

GARDNER JAMES L

(Last)

(First)

(Middle)

2955 LITTLE DUG GAP LANE

(Street)

LOUISVILLE

37777

(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 Vice President & CAO

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2003

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⁽¹⁾	11/17/2003		A		6,393	D	$13.595	89,261	D

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)
Stock Options⁽²⁾	$13.595	11/17/2003		A		19,627		11/17/2004	11/17/2013	Common Stock	19,627	$0⁽⁴⁾	19,627	D
Stock Units (Phantom Stock)⁽³⁾	⁽⁵⁾	11/17/2003		A		4,028		11/17/2004	11/17/2007	Common Stock	4,028	$0⁽⁶⁾	4,028	D

Explanation of Responses:

1. Acquired on 11/17/03 as restricted stock under the Massey Energy Company 1999 Executive Performance Incentive Plan in transaction exempt under Rule 16b-3. Restricted stock vests in 4 equal annual installments beginning 11/17/04.

2. Acquired on 11/17/03 under Massey Energy Company 1996 Executive Stock Plan in transaction exempt under Rule 16b-3. These stock options vest in 4 equal annual installments beginning 11/17/04. These stock options expire on 11/17/13.

3. Acquired on 11/17/03 as restricted units under Massey Energy Company 1999 Executive Performance Incentive Plan in transaction exempt under Rule 16b-3. Restricted units are payable under the 1999 Executive Performance Incentive Plan automatically in cash and therefore expire in 4 equal annual installments beginning 11/17/04. The last installment will be converted on 11/17/07.

4. Consideration for these options is in the form of labor performed for or services actually rendered to Massey Energy Company, having a fair value of not less than the present fair market value of a like number of options of the Common Stock of Massey Energy Company.

5. 1 - for - 1

6. Consideration for these units is in the form of labor performed for or services actually rendered to Massey Energy Company, having a fair value of not less than the present fair market value of a like number of units of the Common Stock of Massey Energy Company.

	/s/ James L. Gardner	11/19/2003
	** 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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