SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C.





FORM
10-K/A


Amendment
No. 1





ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934








For
      the fiscal year ended
            Commission
      File NumberDecember
      31, 2007
            000-51129




JAMES
RIVER COAL COMPANY


(Exact
name of registrant as specified in its charter)




Virginia
            
            54-1602012(State
      or other jurisdiction
            
            (I.R.S.
      Employerof
      incorporation or organization)
            
            Identification
      No.)901
      E. Byrd Street, Suite 1600Richmond,
      Virginia
            
            23219(Address
      of principal executive offices)
            
            (Zip
      Code)





Registrant’s
telephone number, including area code:  (804)
780-3000





Securities
      registered pursuant to Section 12(b) of the Act:
            Common Stock, par value $0.01 per
      shareSeries
      A Participating Cumulative PreferredStock
      Purchase RightsName
      of each exchange on which registered:
            The Nasdaq Global MarketSecurities
      registered pursuant to Section 12(g) of the Act:
            None




Indicate by a check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.


Yes    o             No    ý




Indicate
by a check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act.


Yes    o             No    ý




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    ý             No    o





Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of Registrant’s
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.


ý





Indicate by a check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company.  See definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act.








Large accelerated
      filer  o
            Accelerated
      filer  ý
            Non-accelerated
      filer  o
            Smaller Reporting
      Company o










Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).


Yes    o             No    ý





The aggregate market value of the
common stock held by non-affiliates of the registrant, based upon the closing
sale price of Common Stock, par value $0.01 per share, on June 30, 2007 as
reported on the Nasdaq Global Market, was approximately $188,481,219 (affiliates
being, for these purposes only, directors, executive officers and holders of
more than 10% of the registrant’s Common Stock).





Indicate by check mark whether the
registrant has filed all documents and reports required to be filed by Section
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    ý             No    o





The number of shares of the
registrant’s Common Stock, par value $.01 per share, outstanding as
of April 15, 2008 was 25,324,897.














EXPLANATORY
NOTE




This
Amendment No. 1 to the Registrant’s 2007 Annual Report on Form 10-K is
solely for the purpose of including the information called for by Part III,
Items 10, 11, 12, 13 and 14.  The Part III information was initially
omitted from the Registrant’s original 2007 Form 10-K filing (the “Original
Report”) as permitted by General Instruction G(3).  Exhibits 31.1, 31.2,
32.1 and 32.2 are being currently dated and filed herewith, but are unchanged
from those filed in the Original Report, except that Exhibits 31.1 and 31.2 have
been revised to reflect the fact that this Amendment No. 1 neither contains nor
amends the Registrant’s financial statements.  No other changes to the
Original Report have been made.  This Amendment No. 1 does not reflect
events occurring after the filing of the Original Report or modify or update the
disclosures therein in any way other than as described above.





















PART
III





ITEM
10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





Executive
Officers and Directors





The
following table sets forth the names, ages and positions of our executive
officers and directors as of April 15, 2008:





Name
            Age
            PositionPeter
      T. Socha
            49
            Chairman,
      President and Chief Executive OfficerCoy
      K. Lane, Jr.
            47
            Senior
      Vice President and Chief Operating OfficerMichael
      E. Weber
            54
            Senior
      Vice President and Chief Commercial OfficerSamuel
      M. Hopkins II
            51
            Vice
      President and Chief Accounting OfficerAlan
      F. Crown
            60
            DirectorRonald
      J. FlorJancic
            57
            DirectorLeonard
      J. Kujawa
            75
            DirectorJoseph
      H. Vipperman
            67
            Director





Biographical
information relating to the executive officers and directors is set forth
below:





Peter T. Socha. Mr. Socha
serves as our Chairman, Chief Executive Officer and President. He joined the
Company in March 2003. From November 1999 through September 2005, he served as
an officer or a director, or both, of National Vision, Inc. (“NVI”). From May
2002 until September 2005, Mr. Socha served as Chairman of the Board of
Directors for NVI. Mr. Socha has a B.S. degree in Mineral Engineering and a M.A.
degree in Corporate Finance, both from the University of Alabama.





Coy K. Lane, Jr. Mr.
Lane is our Senior Vice President and Chief Operating Officer. He joined the
Company in January 2005. Before joining the Company, Mr. Lane served as Senior
Vice President of Operations for International Coal Group, Inc., following that
company’s acquisition in September 2004 of the core assets of Horizon Natural
Resources Company. Mr. Lane had served in various positions for Horizon and its
predecessor companies since 1993. Mr. Lane holds a B.S. degree in Mining
Engineering from Virginia Polytechnic Institute.





Michael E. Weber. Mr. Weber
is our Senior Vice President and Chief Commercial Officer. He joined the Company
in September 2006. Before joining the Company, Mr. Weber was a sales and
marketing consultant to the energy industry at MJB Enterprises, LLC, a
consulting firm, which he owns, beginning in 2005. Prior to founding MJB
Enterprises, LLC, Mr. Weber served in several positions with Progress Fuels
Corporation and its predecessor companies from 1990 to 2005. His most recent
position with Progress Fuels Corporation was as Director - Coal Sales. Prior to
joining Progress Fuels Corporation, Mr. Weber was Regional Sales Manager with
Enoxy/AGIP Coal Sales, Inc. from 1984 to 1990, was Regional Sales Manager with
Industrial Fuels Corporation from 1980 to 1984, and was Sales Representative
with New River Fuel Company from 1979 to 1980. Mr. Weber earned a B.S. degree in
Business Administration from The Ohio State University.





Samuel M. Hopkins II. Mr.
Hopkins is our Vice President and Chief Accounting Officer. He joined the
Company in September 2003. Mr. Hopkins served as Vice President, Treasurer and
Controller from 1997 to 2001 and as Vice President and Controller from 2001 to
June 2002 for Progress Fuels Corporation, a coal-mining, natural gas producer,
rail reconditioning/manufacturing subsidiary of Progress Energy. He served as an
independent financial consultant from July 2002 through September 2003. Mr.
Hopkins holds a B.A. degree in Accounting from the University of Alabama and is
a Certified Public Accountant.








Alan F. Crown. Mr. Crown has
been a Director since May 2004. He has serviced since April 2007 as an Operating
Partner at Comvest Investment Group.  Mr. Crown previously served from
January 2004 to April 2007 as President and Chief Operating Officer of Transload
America, LLC, a waste haulage company. Prior to that time Mr. Crown was employed
by CSX Transportation, a major eastern railroad, from 1966 until he retired in
September 2003. From 1999-2003, he served as Vice President—Central Region
(1999-2000), Senior Vice President—Transportation (2000-2002), and Executive
Vice President (2002-2003). Mr. Crown attended the University of
Baltimore.





Ronald J. FlorJancic. Mr.
FlorJancic has been a Director since August 2006.  He is a Principal and
Partner at Customer Care Specialists, Inc., a management consulting firm. Mr.
FlorJancic has been a consultant to the coal, coalbed methane, energy and
telecommunications industries since 2003. Prior to that, Mr. FlorJancic spent 30
years with CONSOL Energy Inc. in various positions of operations, safety, coal
trading, transportation and distribution, and sales and marketing. He was chief
of mergers and acquisitions and an active principal in CONSOL Energy's IPO. Mr.
FlorJancic retired from CONSOL Energy in 2003 as Executive Vice President. Mr.
FlorJancic is a Certified Mine Foreman – Pennsylvania.  He earned a
B.S. in Business (with distinction) and a M.B.A. from Indiana University. Mr.
FlorJancic attended the Executive Management Program at Emory
University.





Leonard J. Kujawa. Mr. Kujawa
has been a Director since May 2004. Mr. Kujawa previously served as a partner at
Arthur Andersen & Co. from 1965 to 1995. When he retired in 1995, he had
worldwide management responsibility for services to audit clients in the
utility, energy and telecommunications fields. For over ten years, Mr. Kujawa
has participated extensively in the restructuring and privatization of energy
companies around the world. Mr. Kujawa was a Senior Advisor to Cambridge Energy
Research Associates, leading their program for Chief Financial Officers and
Chief Risk Officers. Mr. Kujawa currently serves as a utility industry financial
consultant in Asia. He also
serves on the Board of Directors of China Tobacco Mauduit (Jiangmen) Paper
Industry Company.  Mr. Kujawa previously served on the Boards of American
Electric Power and Schewitzer-Muaduit International.Mr.
Kujawa has a B.B.A.(with distinction) and a M.B.A. from the University
of Michigan. Mr. Kujawa is a Certified Public Accountant, and has been
designated by the Board of Directors as an audit committee financial
expert.





Joseph H. Vipperman. Mr.
Vipperman has been a Director since June 2005. Mr. Vipperman retired in 2002
after more than 40 years with American Electric Power (AEP) and its subsidiary
companies. When he retired, Mr. Vipperman was serving as Executive Vice
President-Shared Services for American Electric Power Services Corporation. He
has also served as Chairman of both the Virginia Center for Energy and Economic
Development and the Roanoke Regional Chamber of Commerce, on the Advisory Board
of Norfolk Southern Corporation, and as a Director of the Virginia Coal Council,
Shenandoah Life Insurance Company and Roanoke Electric Steel. Mr. Vipperman
earned a bachelor’s degree in Electrical Engineering from Virginia Polytechnic
Institute and a master’s degree in Industrial Management from Massachusetts
Institute of Technology.





Audit
Committee





The Board
of Directors has a separately-designated standing audit committee, which is
currently composed of Messrs. FlorJancic, Kujawa and Vipperman. The Board has
determined that Mr. Kujawa satisfies the “audit committee financial expert”
criteria adopted by the SEC under Section 407 of the Sarbanes-Oxley Act of 2002
and serves as the Audit Committee Chairman. The members of the Audit Committee
are all independent and meet the financial literacy requirements of the Nasdaq
listing standards.





2


Section
16(a) Beneficial Ownership Reporting Compliance





Section
16(a) of the Securities Exchange Act of 1934 and the disclosure requirements of
Item 405 of Regulation S-K require the directors and executive officers of the
Company, and any persons holding more than 10% of any class of equity securities
of the Company, to report their ownership of such equity securities and any
subsequent changes in that ownership to the Securities and Exchange Commission
and the Company. Based solely on a review of the written statements and copies
of such reports furnished to the Company by its executive officers and
directors, the Company believes that during fiscal 2007 all Section 16(a) filing
requirements applicable to its executive officers, directors and shareholders
were complied with.





Code
of Ethics





The
Company’s Board has adopted a Code of Ethics applicable to its Chief Executive
and Senior Financial Officers. The Code is available at http://ir.jamesrivercoal.com/governance/ethics.cfm.





ITEM
11.   EXECUTIVE COMPENSATION





Compensation
Committee Report





The Compensation Committee of the
Company has reviewed and discussed the Compensation Discussion and Analysis with
management and, based on such review and discussions, the Compensation Committee
recommended to the Board of Directors that the Compensation Discussion and
Analysis be included in this annual report filed on Form 10-K/A.





Alan
      F. Crown
            
            Joseph
      H. Vipperman, Chairman
            
            Ronald
      J. FlorJancic





The foregoing report of the
Compensation Committee shall not be deemed incorporated by reference by any
general statement incorporating by reference the annual report filed on Form
10-K/A into any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such acts.





COMPENSATION
DISCUSSION AND ANALYSIS





Overview





This discussion and analysis addresses
the material elements of the Company's compensation program for Named Executive
Officers, including the Company's compensation objectives and overall
philosophy, the compensation process and the administration of the program. It
is intended to complement and enhance an understanding of the compensation
information presented in the “Summary Compensation Table” and other accompanying
tables.





As used in this report, the term “Named
Executive Officers” means the Company's Chairman, President and Chief Executive
Officer; Senior Vice President and Chief Operating Officer; Senior Vice
President and Chief Commercial Officer; and Vice President and Chief Accounting
Officer. In this “Compensation Discussion and Analysis” section, the terms “we,”
“our,” “us” and the “Committee” refer to the Compensation Committee of the
Company's Board of Directors.





Compensation
Program Objectives, Administration and Overall Philosophy





The objectives of the Company's
compensation program are to enhance the profitability and growth of the Company,
and thus shareholder value, by aligning executive compensation with the
Company's business goals and performance and by attracting, retaining and
rewarding executive officers who contribute to the long−term success of the
Company. The Company also seeks to provide a compensation program that is both
competitive in the marketplace and that is internally equitable based upon the
level of responsibility that the executive holds.





3


Decisions on compensation of the
Company's executive officers generally have been made by the Committee, based
upon the recommendation of the Chief Executive Officer. The Committee operates
under a Charter that was approved by the Company's Board of Directors in
2004.  None of the members of the Committee has been an officer or
employee of the Company, and the Board of Directors has considered and
determined that all of the members are independent as “independent” is defined
under Nasdaq rules and otherwise meet the criteria set forth in the Committee's
Charter. In determining the compensation to be paid to the executive officers of
the Company, the Committee members rely upon their individual knowledge of
compensation paid to executives of companies of comparable size and complexity
and a study conducted by Towers Perrin, as described below. They also consider
the performance of the Company and the merits of the individual under
consideration. The Committee considers both financial measures as well as
non-financial measures (e.g., safety record, individual goals, etc.) in
determining the amount of each element of compensation to be paid to the Named
Executive Officers. The Committee reviews the performance and makes
recommendations to the Board of Directors for approval of all compensation and
benefits of the Chief Executive Officer. For other Named Executive Officers, the
Chief Executive Officer makes recommendations that the Committee considers
before making a final determination.





The Committee employs a mix of long−
and short−term incentives in its compensation program. The compensation program
is designed to motivate and reward the Company's executive officers for their
contributions to shareholder value and the achievement of business plan
objectives, and to link company−wide, division and individual performance
goals.





Based upon certain provisions in its
charter, the Committee may, from time to time, engage compensation consultants
to assist in evaluating the Company's executive compensation plans. During 2006,
the Committee engaged Towers Perrin to conduct a comprehensive review of total
compensation for select executive positions and to provide high−level annual
program design recommendations. The base salary and annual incentive study was
completed in December 2006.  Based upon the ultimate findings in the
study, we implemented the compensation plan for officers and key employees that
is described below under Elements of Compensation – Bonuses.  We
believe this plan meets our compensation objectives on a going forward
basis.





Elements
of Compensation





The compensation program includes the
following key elements: base salary, bonuses, equity incentives and retirement
benefits. Historically, the mix has been based on our general expectations and
is set at a level we believe will allow us to hire, motivate and retain key
employees.





Base
Salary





The first element of our compensation
program is base salary. We set base salaries for our employees at rates we
believe are market rates based on our general experience. The starting point for
determining such salaries generally will be the salary the executive officer
received in the prior fiscal year. The Chief Executive Officer makes
recommendations to the Compensation Committee regarding the base salary for the
Company's executive officers based upon the profitability of the Company and the
level of responsibility, time with the Company, contribution and performance of
the executive officer.





The Chief Executive Officer's
compensation is governed largely by his employment agreement with us. The
Company entered into an employment agreement with Mr. Socha on May 7, 2004. The
employment agreement provides for a base salary of $375,000 per year, subject to
annual review. The agreement provides that Mr. Socha will serve as President and
Chief Executive Officer of the Company for an initial three−year term of
employment. The term may be extended by mutual agreement of the parties in
one−year increments, beginning on the first anniversary of the agreement. The
term of the agreement was extended for an additional year in each of May 2006
and May 2007 so that the current term expires in May 2010.








4


Base salaries for the Company's other
Named Executive Officers are initially set with the approval of the Committee at
the agreed−upon level outlined in their offer letter from the Company at the
time of their original hire and reviewed annually, and may be adjusted
accordingly, based on the guidelines outlined above. Base salaries are targeted
at the 50th percentile of comparable companies as recommended by the Towers
Perrin comprehensive review of salary performed in 2006; however, most officers
of the Company, including the Chief Executive Officer, are currently below that
level.  The Towers Perrin comprehensive review compared the Chief
Executive Officer’s salary to industry competitors, including Alliance Resource
Partners, Arch Coal, CONSOL Energy, Foundation Coal, Massey Energy, Peabody
Energy, Penn Virginia, Westmoreland Coal, Alpha Natural Resources and National
Coal.  The Towers Perrin review also considered a 2005 Energy Services
Executive Compensation Survey for the other Named Executive
Officers.





Effective
April 1, 2008, the Company has set new annual salaries for the named executive
as follows:





Officer
            Base
      SalaryPeter
      T. Socha
            $425,000Coy
      K. Lane Jr.
            $275,000Michael
      E. Weber
            $206,000Samuel
      M. Hopkins II
            $175,000








Bonuses





Bonuses to executives are designed to
reward meeting key expectations and the achievement of important financial or
operating performance goals. The performance factors selected for any particular
officer vary depending on the officer's specific responsibilities within the
Company.  Prior to 2007, awarded bonuses were
subjective.  In 2007, we formalized a bonus plan that targets key
objectives for our executives, including financial, operational and safety
outcomes. The current bonus plan provides for bonuses of up to 25% to 60% of
base salaries for covered participants for meeting certain budgeted financial
targets, with the opportunity for additional increases if the budgeted targets
are exceeded.  The primary financial target used by the Company for
determining the bonus is EBITDA.  EBITDA is defined as net income
before federal income taxes, excluding net gains or losses on investments, and
before deduction for any expenses attributable to interest, depreciation or
amortization, as derived from the annual audited financial statements of the
Company for the year. At the production level, we use bonuses to reward
employees for achievements in certain key areas including safety and production
initiatives.





Mr. Socha's employment agreement,
described above, stipulates that he will participate in our annual bonus
program, without specifying a percentage of salary target. Eligibility to
receive bonuses for our other Named Executive Officers of up to 50% of their
base salary is provided for in the offer letters they received from the Company
at their initial hire date. On April 17, 2007, we approved bonuses to be paid in
2007 to the Named Executive Officers as follows: Mr. Socha − $150,000, Mr. Lane
− $75,000, Mr. Hopkins − $43,000, and Mr. Weber − $5,000.  In some
cases, these bonuses were above the amounts that were required by the bonus
plan, in recognition of the prior performance of the individual
officer.  In 2008, we approved bonus to be paid in 2008 to the Named
Executive Officers as follows:  Mr. Socha − $150,000, Mr. Lane −
$75,000, Mr. Hopkins − $20,000, and Mr. Weber − $20,000.  These
amounts were made using Board discretion as provided for in the bonus plan and
were in regcognition  of improved safety achievements, overall
performance and prior service of the officers in the face of extraordinarily
difficult regulatory, coal market and liquidity conditions experienced by the
Company.








Equity
Incentives





The Company uses grants of stock
options and restricted stock to its key employees and executive officers to more
closely align the interests of such employees and officers with the interests of
its shareholders. We believe that this policy creates an incentive for our key
employees and executive officers to maximize shareholder value, primarily
through growth and return on invested capital. The amount and nature of prior
awards are generally considered in determining any new equity incentive awards
for executive officers, although other factors, such as the need to retain
experienced managers, are also considered. For 2007 and prior years, annual
restricted stock has been issued to employees as determined by the Chief
Executive Officer from a pool of stock approved by the Compensation
Committee.





5


Equity awards equivalent to 141,786
restricted shares of the Company's common stock were awarded to employees during
the year ended December 31, 2007.   No restricted shares of the
Company's common stock were granted to Named Executive Officers during the year
ended December 31, 2007.  A summary of outstanding equity awards at
December 31, 2007 is provided in the “Outstanding Equity Awards at Fiscal
Year−End” table below.





With the exception of options issued to
the Chief Executive Officer before we emerged from bankruptcy in 2004, we have
limited the type of equity grants made to other employees primarily to
restricted stock grants. We believe that restricted stock grants provide less
dilution than options, are more easily understood by non−management employees
and align local objectives with company−wide objectives, allowing us to retain
key employees. At senior levels, we believe that the stock price is tied to
operating results which drives stock appreciation.





A summary of the options held by Mr.
Socha is provided in the “Outstanding Equity Awards at Fiscal Year−End Table”
listed below. No options were granted to Named Executive Officers in 2007.
Additionally, there were there no outstanding options for any other Named
Executive Officers, except Mr. Socha, from previous years.





Retirement
Benefits





Effective
September 30, 2007, the Company froze pension plan benefit accruals for all
employees covered under its qualified non-contributory defined benefit pension
plan.  Prior to being frozen, the pension plan covered substantially
all employees in the Company’s Central Appalachian (“CAPP”) region and corporate
offices who met certain length of service requirements.  The number of
years of credited service and the present value of accrued pension benefits for
Named Executive Officers are listed in the “Pension Benefits” table below.
Changes in the value of pension benefits for Named Executive Officers from 2006
to 2007 are listed in the “Summary Compensation Table” below.





The Company also has a defined
contribution profit sharing plan covering eligible employees. The plan is
voluntary with respect to participation and is subject to the provisions of
ERISA. The plan provides for participant contributions of up to 15% of after−tax
annual compensation, as defined by the plan. The Company contributes an amount
equal to 50% of the participant's first 6% of after−tax contributions. The
Company may contribute an additional amount from its profits as authorized by
the Board of Directors. The Company made no additional contributions in 2007.
Participants in the plan are immediately vested in their contributions, plus
actual earnings thereon. Vesting in the Company's contributions is based on
years of continuous service. Participants are fully vested in Company
contributions after attaining five years of credited service. The Company's 2007
contributions to the plan on behalf of Named Executive Officers are included in
the “All Other Compensation” column in the “Summary Compensation Table”
below.  The Company has announced to its employees that it plans to
replace the after-tax feature of its plan with a pre-tax contribution 401(k)
feature during 2008.  The Company expects that the employer match will
be similar to that currently in use in the after-tax plan.





The Company also has a defined
contribution 401(k) plan covering all employees of Triad Mining, Inc. and Triad
Underground Mining, which constitute our Midwest region operations. There were
no Named Executive Officers participating in the Triad Mining, Inc. 401(k) Plan
during 2007.





Other
Benefits





Our executives also participate, on a
voluntary basis, in customary benefits that are provided to all employees,
including health, life, disability and dental insurance. The taxable value of
life insurance benefits provided by the Company for Named Executive Officers is
included in “All Other Compensation” on the “Summary Compensation Table”
below.





6


SUMMARY
COMPENSATION TABLE





The following table provides
information concerning the compensation for our Chief Executive Officer, our
Chief Accounting Officer and each of our two other most highly compensated
executive officers for their service to the Company during the fiscal year ended
December 31, 2007.  As of December 31, 2007, we did not have any
executive officers other than those listed below.





Name
      and
              Principal
              Position
            Year
            Base
              Salary
              ($)
            Bonus
              ($)
            Stock
              Awards
              ($)
      (1)
            Option
              Awards
              ($)
            Non-Equity
              Incentive
      Plan
              Compensation
              ($)
            Change
      in
              Pension
              Value
      and
              Nonqualified
              Deferred
              Compensation
              Earnings
              ($)
      (2)
      (3)
            All
      Other
              Compensation
              ($)
      (4)
            Total
              ($)Peter
      T. Socha
              Chairman
      of the Board, President and Chief Executive Officer
            2007
              
              2006
            375,000
              
              375,000
            150,000
              
              -
            206,250
              
              206,250
            -
              
              -
            -
              
              -
            4,908
              
              9,391
            10,649
              
              12,510
            746,807
              
              603,151Coy
      K. Lane, Jr.
              Senior
      Vice President and Chief Operating Officer
            2007
              
              2006
            250,000
              
              250,810
            75,000
              
              -
            677,724
              
              677,724
            -
              
              -
            -
              
              -
            4,126
              
              19,496
            8,310
              
              8,310
            1,015,160
              
              956,340Michael
      E. Weber (5)
              Senior
      Vice President and Chief Commercial Officer
            2007
              
              2006
            200,000
              
              56,395
            5,000
              
              -
            71,323
              
              23,774
            -
              
              -
            -
              
              -
            -
              
              -
            6,966
              
              1,396
            283,289
              
              81,565Samuel
      M. Hopkins, II
              Vice
      President and Chief Accounting Officer
            2007
              
              2006
            140,000
              
              140,000
            43,000
              
              -
            68,750
              
              68,750
            -
              
              -
            -
              
              -
            -
              
              5,901
            4,835
              
              4,674
            256,585
              
              219,325





(1)
            The
      value of stock awards is the compensation expense amount recognized for
      financial statement reporting purposes for 2007 in accordance with FAS
      123R. A discussion of the relevant fair value assumptions is set forth in
      Note 7 to the Company's consolidated financial statements on pages F−18
      through F−22 of the Annual Report on Form 10−K for the year ended December
      31, 2007.  The stock compensation expense for 2006 reflects a
      change in the method of calculation from the amount reported in the
      Company’s annual report on Form 10-K/A to make the amount comparative to
      the calculation for 2007 in the above
table.


7


(2)
            The
      change in pension value for 2007 is the increase in actuarial present
      value of the Company's defined benefit pension plan attributable to the
      Named Executive Officer that was accrued during the
      year.  Effective September 30, 2007, the Company froze pension
      plan benefit accruals for all employees covered under the plan, resulting
      in a decrease of $2,568 in the benefit accrual for Mr.
      Hopkins.  Mr. Weber joined the Company in September 2006 and did
      not meet the eligibility requirements to participate in the plan prior to
      September 30, 2007.


(3)
            The
      Company does not provide any non−qualified deferred compensation plans to
      its employees.


(4)
            All
      Other Compensation consists of employer matching contributions under the
      Company's defined contribution profit sharing plan and the taxable value
      of life insurance benefits provided by the
  Company.


(5)
            Mr.
      Weber joined the Company on September 11,
2006.





GRANTS
OF PLAN-BASED AWARDS





There were no grants of restricted
shares of the Company's common stock to Named Executive Officers during the year
ended December 31, 2007.








OUTSTANDING
EQUITY AWARDS AT 2007 FISCAL YEAR-END





The following table sets forth
information about the outstanding equity awards for each of the Named Executive
Officers as of December 31, 2007.





Name
            OPTION
      AWARDS
            STOCK
      AWARDSNumber
      of
              Securities
              Underlying
      Unexercised
              Options
              (#
      exercisable)
            Number
      of
              Securities
              Underlying
              Unexercised
              Options
              (#
      unexercisable)
            Equity
              Incentive
              Plan
              Awards:
              Number
      of
              Securities
              Underlying
              Unexercised
              Unearned
              Options
              (#)
            Option
              Exercise
              Price
              ($)
            Option
              Expiration
              Date
            Number
              ofShares
              or
      Units
              of
      Stock
              that
      Have
              Not
      Vested
              (#)
            Market
      Value
              of
      Shares
              or
      Units
              of
      Stock
              that
      Have
              Not
      Vested
              ($)
      (1)
            Equity
              Incentive
              Plan
              Awards:
              Number
      of
              Unearned
              Shares,
              Units
      or
              Other
      Rights
              That
      Have
              Not
      Vested
              (#)
            Equity
              Incentive
      Plan
              Awards:
              Market
      or
              Payout
      Value
              of
      Unearned
              Shares,
              Units
      or
              Other
      Rights
              That
      Have
              Not
      Vested
              ($)Peter
      T. Socha
            90,000
      (2)
            60,000
      (2)
            -
            $10.80
            5/7/14
            82,500(3)
            $922,350
            -
            -Coy
      K. Lane, Jr.
            -
            -
            -
            -
            -
            60,000
      (4)
            670,800
            -
            -Michael
      E. Weber
            -
            -
            -
            -
            -
            20,000
      (5)
            223,600
            -
            -Samuel
      M. Hopkins, II
            -
            -
            -
            -
            -
            27,500
      (6)
            307,450
            -
            -





8


(1)
            The
      market value was calculated based on the closing market price of $11.18
      per share of the Company's common stock on December 31, 2007, the last
      trading day of 2007.


(2)
            Pursuant
      to his employment agreement with the Company, Mr. Socha was granted
      options on May 25, 2004 to acquire 150,000 shares of common stock for
      $10.80 per share. The options vest in five equal annual installments,
      beginning on the first anniversary of the date of
  grant.


(3)
            On
      May 25, 2004, Mr. Socha also was granted 300,000 restricted shares of
      common stock, 206,250 shares of which will vest in five equal annual
      installments, beginning on the first anniversary of the date of the grant,
      and the remaining 93,750 shares with vesting based upon the achievement of
      designated corporate performance criteria. The performance criteria
      included achieving EBITDA results for 2004 and 2005 of approximately
      $126.3 million for the two year period (80% of vesting) and the successful
      development of the new mine at McCoy Elkhorn (20% of vesting). The Company
      did not achieve the established performance criteria for 2004 and 2005
      EBITDA, and therefore 75,000 shares were forfeited. The remaining 18,750
      shares were distributed in 2006 based upon the successful development of
      the new mine at McCoy Elkhorn.


(4)
            During
      2005, Mr. Lane was granted 100,000 restricted shares of the Company's
      common stock which vest as follows: 25% of the shares vest in five equal
      annual installments, beginning on May 25, 2006, and the remaining 75% of
      the shares vest in five equal annual installments beginning November 1,
      2006.


(5)
            In
      2006, Mr. Weber was granted 25,000 restricted shares of the Company's
      common stock which vest in five equal annual installments, beginning on
      November 1, 2007.


(6)
            In
      2004, Mr. Hopkins was granted 68,750 restricted shares of the Company's
      common stock which vest in five equal annual installments, beginning on
      May 25, 2005.





The amount ultimately realized by the
Named Executive Officer may vary based on a number of factors, including the
Company's actual operating performance, stock price fluctuations and the timing
of exercises and sales.





OPTION
EXERCISES AND STOCK VESTED IN 2007





The following table sets forth
information about stock awards that vested during 2007.  There were no
stock option exercises by Named Executive Officers during 2007.





Name
            OPTION
      AWARDS
            STOCK
      AWARDSNumber
      of Shares
              Acquired
      on
              Exercise
              (#)
            Value
      Realized
              on
      Exercise
              ($)
            Number
      of Shares
              Acquired
      on
              Vesting
              (#)
            Value
      Realized
              on
      Vesting
              ($)
      (1)Peter
      T. Socha
            -
            -
            41,250
            $602,250Coy
      K. Lane, Jr.
            -
            -
            20,000
            165,250Michael
      E. Weber
            -
            -
            5,000
            30,750Samuel
      M. Hopkins, II
            -
            -
            13,750
            200,750





(1)
            The
      value of the awards was calculated on the closing price per share of the
      Company's common stock on the vesting
date.





9


PENSION
BENEFITS IN 2007





Effective September 30, 2007, the
Company froze pension plan benefit accruals for all employees covered under its
qualified non-contributory defined benefit pension plan.  Prior to
being frozen, the pension plan covered substantially all employees in the
Company’s Central Appalachian (“CAPP”) region and corporate offices who met
certain length of service requirements.





The monthly retirement benefit payable
upon the normal retirement of any participant is dependent upon age,
compensation and years of service. The normal retirement age under the plan is
65, but a full benefit is available to a retiree at age 62. A retiree can begin
receiving a benefit as early as age 55, provided they have at least ten years of
service at the time; however, a 3% reduction factor applies for each year a
retiree receives a benefit prior to age 62.  Compensation for purposes
of calculating the monthly retirement benefit payable means basic monthly
earnings, excluding overtime, bonuses and commissions, based on the employee's
average salary for the three highest consecutive years of service during the
employee's last ten years of employment. This amount is capped by the $220,000
annual limit imposed by the Internal Revenue Service for the 2007 calendar year.
The Internal Revenue Code limits the amount of annual benefits which may be
payable from the pension trust.





The following table lists the number of
years of credited service and the present value of accrued pension benefits for
Named Executive Officers as of December 31, 2007. Changes in the value of
pension benefits for Named Executive Officers from 2006 to 2007 are listed in
the “Summary Compensation Table” above.





Name
            Plan
      Name
            Number
      of Years
              Credited
      Service
              (#)
      (1)
            Present
      Value of
              Accumulated
      Benefit
              ($)
      (2)
            Payments
      During
              Last
      Fiscal Year
              ($)Peter
      T. Socha
            James
      River Coal Company Employees’ Pension Plan
            5.0
            $43,551
            -Coy
      K. Lane, Jr.
            James
      River Coal Company Employees’ Pension Plan
            3.0
            23,622
            -Michael
      E. Weber (3)
            James
      River Coal Company Employees’ Pension Plan
            -
            -
            -Samuel
      M. Hopkins, II
            James
      River Coal Company Employees’ Pension Plan
            4.0
            24,443
            -





(1)
            Effective
      September 30, 2007, the Company froze pension plan benefit accruals and
      plan participation. Prior to that time, participants were credited with a
      year of credited service for any year in which they had completed 1,000 or
      more hours of service.


(2)
            Amounts
      represent the actuarially determined present value of accumulated plan
      benefits due the individual, assuming an interest rate of 5.80%, as used
      in the Company's financial statement disclosures for the year ended
      December 31, 2007, the RP2000 Mortality adjusted for Blue
      Collar  and compensation limits of $220,000 for 2007, $220,000
      for 2006 and $210,000 for 2005.


(3)
            Mr.
      Weber joined the Company in September 2006 and did not meet the
      eligibility requirements to participate in the
  plan.





10


The Company also has a defined
contribution profit sharing plan and a defined contribution 401(k) plan, which
are discussed above under the heading “Retirement Benefits.” The Company's 2007
contributions to the defined contribution profit sharing plan on behalf of Named
Executive Officers are included in the “All Other Compensation” column in the
“Summary Compensation Table” above. There were no Named Executive Officers
participating in the Company's 401(k) plan during 2007. Additionally, the
Company does not provide any non−qualified deferred compensation plans to its
employees.





EMPLOYMENT
CONTRACTS, TERMINATION OF EMPLOYMENT, SEVERANCE AND CHANGE-IN-CONTROL
ARRANGEMENTS





Employment
Contracts





As discussed under “Base Salary” above,
the Company and Mr. Socha entered into an employment agreement effective May 7,
2004. In addition to the base salary, bonuses, equity incentives and other
benefits terms outlined above, the employment agreement provides that if Mr.
Socha's employment is terminated without good reason, as defined in the
employment agreement, before expiration, he will receive the greater of (i) his
remaining salary due under the employment agreement or (ii) 12 months of salary.
Mr. Socha's employment agreement also provides that upon termination without
good reason or a change in control (as those terms are defined in the applicable
agreements) all of Mr. Socha's restricted shares and options will immediately
vest and the options will become exercisable.





Severance
and Change−in−Control Arrangements





The
Company has a plan for certain employees that would encourage them to devote
their time and energies to the successful performance of their employment duties
while providing them a measure of security during a potential change-in-control
transaction. We believe that such a plan promotes alignment of management's
goals with stockholders' goals by helping reduce management's reluctance to
pursue and act on change−in−control transactions. Additionally,
change−in−control agreements with key employees allow us to have a mechanism in
place to retain key employees and encourage their continued dedication during
the period of transition.  In 2006, the Board of Directors authorized
the Chief Executive Officer and the Compensation Committee to work with Towers
Perrin to develop a severance and retention plan. The plan was adopted by the
Board and communicated to those employees determined to be at risk in the event
of a change−in−control transaction. Additionally, Mr. Weber was designated as a
severance participant in the plan effective April 29, 2008.  Pursuant
to the severance and retention plan, the Company has entered into severance
agreements with Messrs. Lane, Weber and Hopkins, each of which provide that the
executive will be entitled to receive a lump sum cash payment in an amount equal
to 12 months of his base salary, plus continued health, dental and term life
insurance benefits for 12 months following his termination, if such termination
occurs within 12 months after a change−in−control transaction. A change in
control, as defined in the severance and retention plan, includes any of the
following events: (1) the acquisition (other than from the Company) by any
person of beneficial ownership of forty percent or more of the combined voting
power of the Company's then outstanding voting securities or (2) the individuals
who, as of the effective date of the transaction are members of the Board, cease
to constitute at least two−thirds of the Board.  The severance and
retention plan also provides that employees designated by the Compensation
Committee will be eligible to receive a retention bonus, in an amount designated
by the Compensation Committee, upon the occurrence of a change in control.
Retention bonus amounts payable to any of the Named Executive Officers, if any,
will be determined by the Compensation Committee at a later date.





As discussed previously, Mr. Socha's
employment agreement also provides for salary continuation in certain
circumstances identified in the agreement. Assuming termination was effective as
of December 31, 2007 (and in the case of Mr. Weber, that he had been designated
as a severance participant in the plan as of such date), the Named Executive
Officers would be eligible for the following lump sum payments:





Peter
      T. Socha
            $879,808Samuel
      M. Hopkins, II
            140,000Coy
      K. Lane, Jr.
            250,000Michael
      E. Weber
            200,000





11


Additionally,
under the terms of the severance plan and Mr. Socha's employment agreement, in
the event of a change−in−control transaction, all unvested equity awards,
including restricted shares of common stock of the Company and all options to
acquire common stock of the Company, held by Mr. Socha, Mr. Hopkins, Mr. Lane
and Mr. Weber, will immediately vest and become exercisable, as
applicable.  At the time of Mr. Weber’s designation as a severance
participant in the plan on April 29, 2008, he held 20,000 shares of unvested
restricted stock.





DIRECTOR
COMPENSATION IN 2007





Annual compensation of non−employee
directors for 2007 consisted of cash compensation, which included an annual
retainer paid quarterly to each director and an additional fee to each director
who served as chair of a committee, and equity compensation, consisting of stock
option awards and restricted stock awards. These components are described more
fully below.





Annual
Board Fees





Non−employee directors received an
annual cash retainer of $40,000 in 2007, which was paid pro−rata on a quarterly
basis to each director. The Audit Committee Chairman received an additional
annual amount of $15,000 and the Chairmen of the Compensation and Governance
Committees each received an additional annual amount of $5,000.





The Company pays travel and
accommodation expenses of directors to attend meetings and other corporate
functions. Directors do not receive meeting attendance fees.





Annual
Equity Compensation





Non−employee directors collectively
received annual equity compensation of $291,250 in 2007, including 6,250 shares
of restricted stock (valued based on the fair market value of the Company's
common stock on the date of grant) and 25,000 stock options (valued based on the
Black−Scholes method). These valuation methods differ from the amounts
determined in accordance with FAS 123R, as reported in the below table. The
restricted stock awards will vest in equal installments over three years. The
stock option awards were granted at an exercise price equal to the fair market
value of the Company's common stock on the date of grant and will vest in equal
installments over three years and will expire 10 years after grant. In the event
of a change in control (as defined in the Company's 2004 Equity Incentive Plan),
all outstanding unvested restricted shares and options will immediately vest and
the options will become fully exercisable. The Committee may, in its sole
discretion, provide for the termination of an award upon the consummation of the
change in control and the payment of a cash amount in exchange for the
cancellation of an award, or the issuance of a substantially equivalent
substitute grant or award.





12


The total 2007 compensation of the
Company's non−employee directors is shown in the table below.





Director
Compensation





(a)
            (b)
            (c)
            (d)
            (e)
            (f)
            (g)
            (h)Name
            Fees
              Earned
      or
              Paid
      in
              Cash
              ($)
            Stock
              Awards
              ($)
      (1)
      (2)
            Option
              Awards
              ($)
      (1)
      (3)
            Non-Equity
              Incentive
      Plan
              Compensation
              ($)
            Change
      in
              Pension
              Value
      and
              Nonqualified
              Deferred
              Compensation
              Earnings
              ($)
            All
      Other
              Compensation
              ($)
            Total
              ($)W.
      Douglas Blackburn (4)
            19,755
            2,530
            12,121
            -
            -
            -
            34,406Alan
      F. Crown
            42,500
            31,283
            86,944
            -
            -
            -
            160,727Ronald
      J. FlorJancic
            37,690
            9,620
            36,869
            -
            -
            -
            84,179Leonard
      J. Kujawa
            52,500
            31,283
            86,944
            -
            -
            -
            170,727Joseph
      H. Vipperman
            42,500
            30,649
            86,944
            -
            -
            -
            160,093





(1)
            The
      value of stock awards and option awards was the 2007 compensation expense
      amount recognized for financial reporting purposes in accordance with FAS
      123R. A discussion of the relevant fair value assumptions is set forth in
      Note 7 to the Company's consolidated financial statements on pages F−18
      through F−22 of the Annual Report on Form 10−K for the year ended December
      31, 2007.


(2)
            As
      of December 31, 2007, the aggregate number of unvested restricted stock
      awards outstanding for each non−employee director was as
      follows:  Mr. Blackburn, 0 shares; Mr. Crown, 2,584 shares; Mr.
      FlorJancic, 2,000 shares; Mr. Kujawa, 2,584 shares; and Mr. Vipperman,
      2,584 shares.


(3)
            As
      of December 31, 2007, the aggregate number of stock option awards
      outstanding for each non−employee director was as follows: Mr. Blackburn,
      3,334 options; Mr. Crown, 30,000 options; Mr. FlorJancic, 15,000 options;
      Mr. Kujawa, 30,000 options; and Mr. Vipperman, 20,000
    options.


(4)
            Mr.
      Blackburn’s term as a director expired on July 19,
  2007.





COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION





Our compensation committee currently
consists of Alan F. Crown, Ronald J. FlorJancic and Joseph H. Vipperman
(committee chair). None of these committee members has ever been employed by us.
None of our executive officers serves as a member of the compensation committee
of any entity that has one or more executive officers who serve on our
compensation committee. No interlocking relationship exists between our
compensation committee and the compensation committee of any other company, nor
has any interlocking relationship existed in the past.





13


ITEM
12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS





Securities
Authorized for Issuance under Equity Compensation Plans





The following table sets forth
aggregate information as of December 31, 2007 about all Company compensation
plans, including individual compensation arrangements, under which our equity
securities are authorized for issuance.  The weighted-average exercise
price does not include restricted stock.




Plan
      Category
            
            Number
      of Securities to
              be
      Issued Upon Exercise
              of
      Outstanding Options,
              Warrants
      and Rights
            
            Weighted-Average
              Exercise
      Price of
              Outstanding
      Options,
              Warrants
      and Rights
            
            Number
      of Securities
              Remaining
      Available for
              Future
      Issuance Under
              Equity
      Compensation PlansEquity
      Compensation Plans
              Approved
      by Shareholders
            
            114,334
            
            $22.34
            
            442,690Equity
      Compensation Plans Not
              Approved
      by Shareholders
            
            150,000
            
            $10.80
            
            N/A





All securities authorized for issuance
under equity compensation plans not approved by shareholders were authorized for
issuance pursuant to the Employment Agreement with Mr. Socha, which was entered
into before the Company was listed on the Nasdaq Global Market.  See
“Item 11 Executive Compensation - Employment Contracts, Termination of
Employment, Severance and Change-in-Control Arrangements.”





Security
Ownership of Certain Beneficial Owners and Management





The
following table sets forth information, as of April 15, 2008 or such other date
as is indicated below, regarding shares of our common stock held by (1) persons
known to us to be the beneficial owners of more than five percent of our common
stock, (2) our named executive officers and directors and (3) our executive
officers and directors as a group. This table was prepared solely based on
information supplied to us, any Schedules 13D or 13G and Forms 3 and 4, and
other public documents filed with the Securities and Exchange
Commission.





Name
            Number
      (1)
            %
      (2)Steelhead
      Partners LLC(3)
            3,244,214
            12.81%FMR
      LLC(4)
            3,238,490
            12.79%SouthernSun
      Asset Management, Inc (5)
            2,008,159
            7.93%Peter
      T. Socha (6)
            282,144
            1.11%Coy
      K. Lane, Jr. (7)
            76,469
            *Samuel
      M. Hopkins II (8)
            49,296
            *Michael
      E. Weber (9)
            23,377
            *Alan
      F. Crown (10)
            29,751
            *Leonard
      J. Kujawa (11)
            29,751
            *Joseph
      H. Vipperman (12)
            21,751
            *Ronald
      J. FlorJancic (13)
            10,709
            *Executive
      Officers and Directors as a Group (8 persons)
            241,104
            *





*
            Less
      than 1%(1)
            This
      column lists all shares of common stock beneficially owned, including all
      restricted shares of common stock, and all shares of common stock that can
      be acquired through option exercises within 60 days of the date of this
      report.





14





(2)
            In
      calculating the percentage owned, we assumed that any options for the
      purchase of common stock that are exercisable by that shareholder within
      60 days of the date of this report are exercised by that shareholder (and
      the underlying shares of common stock issued). The total number of shares
      outstanding used in calculating the percentage owned assumes a base of
      25,324,697 shares of common stock outstanding as of April 15, 2008 and no
      exercise of options held by other shareholders.(3)
            As
      of March 6, 2008, based on information in the Form 4 filed on March 10,
      2008. The business address of the Steelhead Partners LLC is 1301 First
      Avenue, Suite 201, Seattle, WA
98101.





(4)
            As
      of April 9, 2008, based on information in the Schedule 13G filed on April
      10, 2008. The business address of FMR, L.L.C. is 82 Devonshire Street,
      Boston, MA  02109.(5)
            As
      of February 29, 2008, based on information in the Schedule 13G filed on
      March 9, 2008. The business address of the SouthernSun Asset Management,
      Inc. is 6000 Poplar Avenue, Suite 220, Memphis, TN
  38119.





(6)
            Includes
      82,500 shares of unvested restricted stock and 120,000 options that are
      exercisable within 60 days of the date of this report.(7)
            Includes
      60,000 shares of unvested restricted stock.(8)
            Includes
      27,500 shares of unvested restricted
stock.





(9)
            Includes
      20,000 shares of unvested restricted stock.(10)
            Includes
      2,583 shares of unvested restricted stock and 25,001options that are
      exercisable within 60 days of the date of this
  report.





(11)
            Includes
      2,583 shares of unvested restricted stock and 25,001options that are
      exercisable within 60 days of the date of this report.(12)
            Includes
      2,583 shares of unvested restricted stock and 15,001 options that are
      exercisable within 60 days of the date of this
  report.





(13)
            Includes
      2,000 shares of unvested restricted stock and 8,334 options that are
      exercisable within 60 days of the date of this
  report.





ITEM
13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE





Transactions
with Related Persons





No
transactions with related persons are required to be disclosed.





Review,
Approval or Ratification of Transactions withRelated
Persons





Pursuant
to its written charter, the Audit Committee of the Board of Directors of the
Company must approve all transactions with related persons that are required to
be disclosed under applicable securities rules.





Director
Independence





The Board
of Directors of the Company has determined that a majority of the members of the
Board of Directors are independent, as “independent” is defined under applicable
federal securities laws and the Nasdaq Marketplace Rules.  The
independent directors are directors Crown, FlorJancic, Kujawa and
Vipperman.





15


ITEM
14.   PRINCIPAL ACCOUNTING FEES AND SERVICES


Fees





The following table and footnotes
summarizes the aggregate fees billed to the Company by KPMG LLP for the years
indicated ($ in thousands):





2007
            
            
            2006Audit
      Fees
      (1)
            
            $
            622
            
            
            $
            536Audit-Related
      Fees
            
            
            -
            
            
            
            -Tax
      Fees
            
            
            1
            
            
            
            14All
      Other
      Fees
            
            
            -
            
            
            
            -Total
            
            $
            623
            
            
            $
            550


_________________




(1)
            Fees
      for audit services billed in 2007 consisted of the audit of the Company's
      consolidated financial statements in accordance with auditing standards
      generally accepted in the United States of America ($445), quarterly
      reviews of unaudited consolidated financial statements ($80), services in
      connection with the Company's registration statements ($75) and other
      billings ($22).  Fees for audit services billed in 2006
      consisted of the audit of the Company's consolidated financial statements
      in accordance with auditing standards generally accepted in the United
      States of America ($425), quarterly reviews of unaudited consolidated
      financial statements ($80), and other billings
  ($26).





Approval
of Audit and Non-Audit Services





The Audit Committee of the Company's
Board of Directors pre−approves all audit and non−audit services performed by
the Company's independent auditors. The Audit Committee specifically approves
the annual audit services engagement. Certain non−audit services that are
permitted under the federal securities laws may be approved from time to time by
the Audit Committee. The Audit Committee is authorized to delegate to the Chair
of the Committee pre−approval authority with respect to permitted services. None
of the services performed by KPMG LLP described above were approved by the Audit
Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2−01 of Regulation
S−X.





16


PART
IV




ITEM
15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES




(a)The following documents
are filed as part of this Report:




1.    Financial
Statements





See
Financial Statements beginning on page F-1 of the Original Report.





2.    Financial
Statement Schedules





None.





3.    Exhibits




The
following exhibits are required to be filed with this Report by Item 601 of
Regulation S-K:





Exhibit
              Number
            
            Description31.1
            
            Certification
      of Peter T. Socha, President and Chief Executive Officer of James River
      Coal Company, pursuant to rule 13a-14(a) or 15d-14(a) of the Exchange Act,
      as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.31.2
            
            Certification
      of Samuel M. Hopkins, II, Vice President and Chief Accounting Officer of
      James River Coal Company, pursuant to rule 13a-14(a) or 15d-14(a) of the
      Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
      of 2002.32.1
            
            Certification
      of Peter T. Socha, President and Chief Executive Officer of James River
      Coal Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002.32.2
            
            Certification
      of Samuel M. Hopkins, II, Vice President and Chief Accounting Officer of
      James River Coal Company, pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.









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SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this Amendment No. 1 to Form 10-K to be
signed on its behalf by the undersigned, thereunto duly authorized, on the 29th
day of April, 2008.




JAMES
      RIVER COAL COMPANYBy:
      /s/ Peter T.
      SochaPeter T. SochaChairman of the Board,President and Chief Executive Officer(principal executive officer)








Pursuant
to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1
to Form 10-K has been signed below by the following persons on behalf of the
Registrant in the capacities indicated on the 29th day of April,
2008.





Signature
            
            Title/s/
      Peter T. Socha
            
            Chairman
      of the Board, President and Chief Executive Officer (principal executive
      officer)Peter
      T. Socha/s/
      Samuel M. Hopkins, II
            
            Vice
      President and Chief Accounting Officer (principal financial officer and
      principal accounting officer)Samuel
      M. Hopkins, II*
            
            DirectorAlan
      F. Crown*
            
            DirectorRonald
      J. FlorJancic*
            
            DirectorLeonard
      J. Kujawa*
            
            DirectorJoseph
      H. Vipperman


*
By:  /s/ Peter T.
Socha


Peter T.
Socha


Attorney-in-Fact




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