As filed with Securities and Exchange Commission on February 9, 2009





SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 20-F/A

(Amendment No. 1)







| ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------------

OR



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2007

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

OR



| ̈ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------

Date of event requiring this shell company report

Commission file number 001-14714





LOGO

(Exact name of Registrant as specified in its charter)

Yanzhou Coal Mining Company Limited

(Translation of Registrants name into English)





Peoples Republic of
China

(Jurisdiction of incorporation or organization)

298 South Fushan Road

Zoucheng, Shandong Province

Peoples Republic of China

(Address of principal executive offices)





Securities registered or to
be registered pursuant to Section 12(b) of the Act.



|                                 |  |                                          
|-------------------------------- |  | -----------------------------------------
|Title of each class              |  | Name of each exchange on which registered
|American Depositary Shares       |  | New York Stock Exchange                  
|H Shares, par value RMB1.00 each |  | New York Stock Exchange*                 



|* | Not for trading in the United States, but only in connection with the listing of the American Depositary Shares.
|- | ----------------------------------------------------------------------------------------------------------------

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)





Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the
annual report.

2,960,000,000 Domestic Shares, par value RMB1.00 per share

1,958,400,000 H Shares, par value RMB1.00 per share

Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No   ̈

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes   ̈    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2
of the Exchange Act. (Check one):

Large accelerated filer   x                        Accelerated filer    ̈                        Non-accelerated filer    ̈

Indicate by check mark which financial statement item the registrant has elected to
follow.    Item 17   ̈    Item 18  x

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.    Yes   ̈    No   ̈









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Explanatory Note

This Amendment to the Annual Report on Form 20-F for the year ended December 31, 2007, as filed with the U.S. Securities and Exchange Commission (the SEC) on June 26, 2008 (the Original Form 20-F) is being filed solely for the purpose of
amending Item 15 within the Original Form 20-F to clarify and correct our disclosure with respect to the effectiveness of our internal controls over financial reporting as of December 31, 2007. We hereby replace Item 15 beginning on page
95 of the Original Form 20-F with the amended Item 15 included in this Amendment No. 1.

Other than as set forth above, this Amendment No. 1 does not, and
does not purport to, amend, update or restate the information in any other item of the Original Form 20-F or reflect any events that have occurred after the Original Form 20-F was filed on June 26, 2008.



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|ITEM 15. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Evaluation of Disclosure Controls and
Procedures

Under the supervision and with the participation of our general manager and chief financial officer, our management
conducted an evaluation of the effectiveness of our Companys disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act)),
as of December 31, 2007. Based on such evaluation, our general manager and chief financial officer concluded that, as of December 31, 2007, our Companys disclosure controls and procedures were not effective due to the identification of a
material weakness in our internal control over financial reporting described below.

Managements Report on Internal Control over Financial
Reporting

Under the Exchange Act, our management is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. As such, our management has designed internal control over financial reporting or caused internal control over financial reporting to be designed under its
supervision in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, as applicable.

Because of its inherent limitations, internal control over financial reporting may not be able to prevent or detect misstatements on a
timely basis, which may be a product of collusion, failure to abide by controls, error or fraud. In addition, projections of any evaluation of the internal controls effectiveness to future periods are subject to the risk that the control may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision of and with the participation of our general manager and our chief financial officer, our management has conducted its evaluation of the effectiveness of our Companys internal control over financial reporting
using the criteria in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management has concluded that, as of December 31, 2007, our
Companys internal control over financial reporting was not effective due to the material weaknesses described below.

A material
weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statement will be not prevented or
detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of December 31, 2007, our management identified the following material weaknesses:

(1) We did not maintain a sufficient number of financial and accounting personnel who are sufficiently knowledgeable of financial reporting matters in
accordance with IFRS and preparing our financial statements in accordance with the disclosure requirements under IFRS. This has resulted in a number of adjustments to our consolidated financial statements.

(2) We did not have a sufficient complement of personnel with adequately comprehensive accounting knowledge to address certain non-routine transactions.
Non-routine transactions are activities that occur only periodically. A distinguishing feature of non-routine transactions is that data involved are generally not part of the routine flow of transactions. This was evidenced by the number of
adjustments identified by our auditors in non-routine transactions such as the estimation of land subsidence costs, the calculation of deferred taxation, elimination for intercompany transactions, and the classification of current and non-current
assets and liabilities.

Our independent registered public accounting firm, Deloitte Touche Tohmatsu, has audited the financial statements
included in this Annual Report and has issued an attestation report on pages F-2 to F-3 of this Annual Report on our Companys internal control over financial reporting as of December 31, 2007.

Remediation and Changes in Internal Control over Financial Reporting

Since the discovery of material weaknesses in our internal control over financial reporting, we have implemented the following two remediation measures to address the above material weaknesses.

(1) We engaged third-party accounting professionals to provide IFRS consulting services and conduct regular reviews and evaluations of our accounting
over the non-routine accounting and financial reporting matters described above.

(2) We enhanced the Companys and our
Subsidiaries training programs for accounting and finance personnel and recruited additional professional personnel with accounting and finance experience.

In addition to the remediation measures above, we made the following material change to our internal control over financial reporting to specifically address a significant deficiency that existed as of December 31,
2007. There was a lack of controls over safeguarding of coals purchased from third parties and kept in public harbors, as a result, management identified significant stock count deficit as of December 31, 2007. In June 2008, we implemented a set of
procedures to enhance our inventory control over coal purchased from third parties, which included the establishment of standardized purchase intake and inventory audit processes, as well as provided incentives for the implementation of these
procedures.

Our management has worked, and will continue to work to strengthen the Companys internal controls over financial
reporting.



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SIGNATURES

The registrant hereby certifies that it meets all the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.



|                       |  |                                     |  |                 
|---------------------- |  | ----------------------------------- |  | ----------------
|                       |  | YANZHOU COAL MINING COMPANY LIMITED
|                       |  | (Registrant)                       
|                       |  |                                    
|Date: February 9, 2009 |  | By:                                 |  | /s/    YANG Deyu
|                       |  | Name:                               |  | YANG Deyu       
|                       |  | Title:                              |  | General Manager