March 28, 2006



VIA U.S. MAIL AND FACSIMILE:  (212) 728-8111
Michael A. Schwartz, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000


Re:	Massey Energy Company
Preliminary Proxy Statement on Schedule 14A, filed March 21, 2006
Filed by Third Point LLC, Third Point Offshore Fund Ltd., Third
Point
Partners, LP, Third Point Ultra Ltd., Lyxor/Third Point Fund Ltd.,
Third Point Partners Qualified LP, Third Point Resources LP, Third
Point Resources Ltd., Daniel S. Loeb, and Todd Q. Swanson
      File No. 1-07775
      Schedule 13D, filed March 17, 2006 by Third Point LLC and
Daniel S. Loeb
      File No. 005-30745

Dear Mr. Schwartz:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Schedule 13D
1. Please amend your beneficial ownership form to identify all
funds
and accounts referenced therein and the percent of ownership in
the
common stock of the company.

Schedule 14A
General, page 1
2. Revise the first page of the proxy statement and the form of
proxy
to clearly mark them as "Preliminary Copies. "  Refer to Rule 14a-
6(e)(1).
3. We note that the company has not selected the time and location
of
the annual meeting, but that the company indicated in its proxy
statement for last year`s annual meeting of stockholders that it
anticipates that the stockholder meeting will be held on May 16,
2006.  Please advise us how you intend to meet the requirements of
Item 1 of Schedule 14A and when and to whom you intend to send the
proxy statement.  Further, please revise your proxy statement to
include a brief statement of how security holders will obtain the
date, time, record date and location information.  See Rule 14a-
5(b).

Background of this Solicitation, page 1
4. Support for each statement or assertion of opinion or belief
must
be self-evident, disclosed in the proxy materials, or provided to
the
staff on a supplemental basis.  Provide us with support for the
statements you make with respect to:
   * your statement that the company`s proposed timing for stock
repurchases 			"does not adequately address the near
term
value opportunity in the 			Company`s depressed share
price" ;
   * your belief that a vote for your nominees "would contribute
to
the creation 		of shareholder value" ; and,
* your belief that the nominees, if elected, "will be in a
position
to 		influence the strategic direction of the Company."
Where the basis of support are other documents, such as analysts`
reports and newspaper articles, provide either complete copies of
the
documents or sufficient pages of information so that we can assess
the context of the information upon which you rely.  Mark any
supporting documents provided to identify the specific information
relied upon, such as quoted statements, financial statement line
items, press releases, and mathematical computations, and identify
the sources of all data utilized.  In addition, when you refer to
particular periods, explain why you believe that the periods
selected
are representative and do not inappropriately skew the data.

Reasons for the Solicitation, page 1
5. In the first paragraph under this heading, you provide the
reasons
for putting forward your slate of nominees.  However, you have not
provided sufficient disclosure regarding how your nominees intend
to
effectuate the plans you reference for the company, particularly
given that your nominee directors, if elected, would constitute a
minority on the board.  Revise your proxy statement to fully
address
specific plans the nominees have made to accomplish for example,
the
share buyback program on an expedited basis.  Delineate the plans
your nominees have with respect to "champion[ing] reform of
compensation, perquisites and management incentive[s]" and
bringing
"focus to the maximization of value for the benefit of
stockholders."
Your disclosure should also address how your nominees intend to
leverage their positions on the board by  gaining the support of
other current board members such that they would be capable of
attempting to exercise more meaningful influence on the board.
6. Revise to explain how the nominees, if elected, would be in a
"position to influence the strategic direction of the Company."

Other Matters Likely to be Considered at the Stockholder Meeting,
page 3
7. Please clarify your future intentions with respect to seeking
to
nominate additional directors to the Board of Directors. In this
regard, we note disclosure on page 1 in which you state that
"depending on future events" such nominations may be made.  Revise
to
clarify the types of events you are referencing and timeline, if
any,
that you have established for seeking such additional nominations
to
the board of directors.

Solicitation; Expenses, page 5
8. We reference your statement that proxies may be solicited by
"mail, advertisement, telephone, facsimile, telegraph and personal
solicitation."  Please clarify whether the means of personal
solicitation includes e-mail as well as in-person solicitations.
Also
clarify whether you intend to make use of the Internet in your
solicitations. Further, we remind you that all written soliciting
materials, including any scripts to be used in soliciting proxies
over the telephone,  or e-mail correspondence and information
posted
on the Internet, if applicable, must be filed under the cover of
Schedule 14A.  Refer to Rule 14a-6(b) and (c).  Please confirm
your
understanding.
9. Consistent with the requirements of Item 4 (b) (3) of Schedule
14A, further supplement the disclosure in this section relating to
the material terms of the contract involving D.F. King & Co., Inc.
For example, but not limited to, expand upon the "related
services"
that D.F. King & Co., Inc. has been engaged to assist you with in
connection with the solicitation.


Voting and Proxy Procedures, page 5
"Who can vote," page 6
10. We note that the company has not yet set the record date for
voting at the annual meeting.  Disclose whether you intend to send
out your proxy materials prior to the determination of the record
date.  If proxy cards are sent out prior to notification of the
record date, advise us of the steps you will take to ensure that
votes will be counted only for shareholders as of the official
record
date.

"How will my shares be voted," page 6
11. We note that you are soliciting the discretionary authority to
cumulate votes.  Consistent with the requirements of Item 6 (c),
supplement the disclosure under this heading to provide more
information about cumulative voting rights and the conditions
precedent to the exercise of such rights.

Information Concerning Participants in the Proxy Solicitation,
Appendix A
12. Please define the term "participant" upon first use in the
proxy
statement or revise to clarify that the "Third Point Nominees"
constitute the entire class of "participants" as such term is
defined
in Instruction 3 to Item 4 of Schedule 14A.
13. Please update the information required by Item 5 (b)(iv) of
Schedule 14A regarding the amount of each class of securities
owned
by the participants as of the most recent practicable date prior
to
the filing of the definitive proxy statement.
Form of Proxy Card
14. Revise the form of proxy to state in boldface type that the
proxy
is not being solicited on behalf of the Company`s board of
directors.
See Rule 14a-4(a).
15. As done on page 8 of the proxy statement, revise your proxy
card
to clarify that consistent with the requirements of Rule 14a-4(c)
(3), the persons named as proxies will make use of discretionary
authority to vote only for matters unknown "a reasonable time
before
the solicitation."
Letter to Shareholders
16. Revise to provide a cross reference to the specific disclosure
in
the proxy statement that delineates the "certain circumstances" in
which you may nominate additional individuals to serve as
directors
of the company.

Soliciting Materials
17. We remind you of the requirements of Rule 14a-12(b) which
requires all soliciting materials to be filed on the date of first
use.  In this regard, we note excerpts from an interview published
on
March 21, 2006 in HedgeWorld Daily News at HedgeWorld.com, in
which
Mr. Loeb is quoted as stating "[W]e will hold management
accountable
for operational shortcomings."  The article further notes that Mr.
Loeb indicated that earnings guidance by the company had been
revised
downward three times in the past six months.  These remarks do not
appear in the soliciting materials filed to date.  Please inform
us
of why such materials have not yet been filed pursuant to the
requirements of Rule 14a-12 and ensure that in the future, all
soliciting materials are filed in accordance with Rule 14a-12(b).
Closing Comment

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
filing persons and their management are in possession of all facts
relating to their disclosure, they are responsible for the
accuracy
and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the filing persons acknowledging
that:

* the filing persons are responsible for the adequacy and accuracy
of
the disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the filing persons may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

*   *   *   *   *

      As appropriate, please amend your filing.  You may wish to
provide us with marked copies of the amendment to expedite our
review.  Please furnish a cover letter, marked as correspondence
on
EDGAR with your amendment that keys your responses to our comments
and provides any requested information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	Please contact Mellissa Campbell Duru at (202) 551-3757 or me
at
(202) 551-3257 with any questions.

      Sincerely,


									Celeste M. Murphy,
									Special Counsel
Office of Mergers and Acquisitions


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Mr. Michael A. Schwartz
Willkie Farr & Gallagher LLP
March 28, 2006
page 6




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 3698