8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 21, 2008

Patriot Coal Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-33466	20-5622045
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12312 Olive Boulevard, Suite 400	63141
St. Louis, Missouri	(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (314) 275-3600

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On May 21, 2008 Patriot Coal Corporation issued a press release announcing the pricing of $175 million in aggregate principal amount of its 3.25% convertible senior notes due 2013 (the “notes”). The offering of the notes includes a 30-day option, beginning on and including the pricing date, to purchase up to $25.0 million additional aggregate principal amount of the notes, to cover over-allotments, if any. A copy of this press release is attached to this Form 8-K as Exhibit 99.1 and incorporated herein by reference.

 Item 9.01. Financial Statements and Exhibits

Item 9.01. Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release issued by Patriot Coal Corporation, dated May 21, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 21, 2008

PATRIOT COAL CORPORATION
By:	/s/ Joseph W. Bean
	Joseph W. Bean
	Senior Vice President, General Counsel & Corporate Secretary

EX-99.1

Exhibit 99.1

NEWS RELEASE
	CONTACT: Janine Orf (314) 275-3680

FOR IMMEDIATE RELEASE

PATRIOT COAL PRICES PRIVATE OFFERING

 OF CONVERTIBLE SENIOR NOTES

ST. LOUIS, May 21 – Patriot Coal Corporation (NYSE: PCX) today announced the pricing of $175 million in aggregate principal amount of 3.25% Convertible Senior Notes due 2013 (the “notes”).  Patriot has also granted the initial purchasers of the notes a 30-day option, beginning on and including the pricing date, to purchase up to $25 million additional aggregate principal amount of the notes to cover over-allotments, if any.  The notes will be convertible into cash and, if applicable, shares of Patriot’s common stock.  The initial conversion rate for the notes will be 7.3889 shares of Patriot’s common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $135.34 per share of common stock and represents a 40% conversion premium over the last reported sale price of Patriot’s common stock on May 21, 2008, which was $96.67 per share.  The conversion rate and the conversion price will be subject to adjustment in certain events, such as distributions of dividends or stock splits.  Patriot expects to close this offering on or about May 28, 2008, subject to the satisfaction of customary closing conditions.

Interest on the notes will be payable semi-annually in arrears on May 31 and November 30 of each year, beginning November 30, 2008.  The notes will mature on May 31, 2013, unless converted, repurchased or redeemed in accordance with their terms prior to such date.  The notes will be senior unsecured obligations and will rank equally with all of the company’s existing and future senior debt and senior to any of the company’s subordinated debt.

Patriot intends to use the proceeds of the offering to reduce the principal balance of the debt to be assumed in connection with its pending acquisition of Magnum Coal Company, and the remainder, if any, for general corporate purposes or to redeem the notes if the acquisition is not consummated.

The notes and any shares of common stock issuable on conversion of the notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws.  They will be offered only to qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act and may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any jurisdiction.

About Patriot Coal

Patriot Coal Corporation is a leading producer and marketer of coal in the eastern United States, with ten company-operated mines and numerous contractor-operated mines in Appalachia and the Illinois Basin.  Patriot ships to electric utilities, industrial users and metallurgical coal customers, and controls approximately 1.3 billion tons of proven and probable coal reserves.  Patriot’s common stock trades on the New York Stock Exchange under the symbol PCX.

Important Information for Existing Stockholders

The Company has filed a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) in connection with the proposed issuance of Company common stock in the transaction with Magnum Coal Company (“Magnum”) that includes a preliminary proxy statement/prospectus.  The Registration statement has not yet become effective.  Patriot and Magnum stockholders are urged to read the final proxy statement/prospectus when it becomes available and any other relevant documents filed with the SEC because they will contain important information about Patriot’s transaction with Magnum.  Investors and stockholders may obtain these documents free of charge at the website maintained by the SEC at www.sec.gov.  In addition, documents filed with the SEC by the Company are available free of charge by contacting investor relations by phone at 314-275-3680, in writing to Janine A. Orf, Director of Investor Relations, or by email to jorf@patriotcoal.com.  The final proxy statement/prospectus will be mailed to stockholders.  The documents described in this paragraph relate to Patriot’s transaction with Magnum and are not related to the offering described in this document.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

The Company, Magnum and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation

of proxies from the stockholders of the Company in connection with the proposed issuance.  Information about the Company’s directors and executive officers is set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 filed with the SEC on March 14, 2008 and in the proxy statement for the Company’s 2008 annual meeting of stockholders filed by the Company with the SEC on April 7, 2008.  Additional information regarding the potential participants in the proxy solicitation and information regarding the interests of such potential participants will be included in the final proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.

Forward Looking Statements

Certain statements in this press release, including statements regarding the offering, note terms, use of proceeds and acquisition, are forward-looking as defined in the Private Securities Litigation Reform Act of 1995.  These statements involve certain risks and uncertainties that may be beyond our control and may cause actual future results to differ materially from expectations.  Factors that could affect Patriot’s results include, but are not limited to: failure to obtain Patriot stockholder approval of the proposed issuance of Patriot common stock in connection with the acquisition of Magnum; failure to obtain, delays in obtaining or adverse conditions contained in any required regulatory or other approvals in connection with such acquisition; availability and cost of financing; failure to consummate or delay in consummating the acquisition for other reasons; changes in laws or regulations; changes in general economic conditions, including coal and power market conditions; the outcome of commercial negotiations involving sales contracts or other transactions; Patriot’s dependence on Peabody Energy Corporation in the near future; geologic, equipment and operational risks associated with mining; supplier and contract miner performance and the availability and cost of key equipment and commodities; Patriot’s ability to replace coal reserves; labor availability and relations; availability and costs of transportation; weather patterns affecting energy demand; legislative and regulatory developments; risks associated with environmental laws and compliance; the outcome of pending or future litigation; and the availability and costs of competing energy resources.  Patriot undertakes no obligation (and expressly disclaims any such obligation) to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.  For additional information concerning factors that could cause actual results to materially differ from those projected herein, please refer to the Company’s Form 10-K, Form 10-Q and 8-K reports.

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