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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K/AAmendment No. 1

xANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.

For the fiscal year ended December 31, 2004

Commission File No.:
000-51129

JAMES RIVER COAL COMPANY(Exact name of Registrant as specified in its
charter)

|                                                                 |          | 
|---------------------------------------------------------------- | -------- | 
|                                                                 | Virginia | 
|                                                                 |          | 
|(State or other jurisdiction of incorporation or
  organization)



|                                     |            | 
|------------------------------------ | ---------- | 
|                                     | 54-1602012 | 
|                                     |            | 
|(I.R.S. Employer Identification No.)

|                                                                |                                                           | 
|--------------------------------------------------------------- | --------------------------------------------------------- | 
|                                                                | 901 E. Byrd Street, Suite 1600, Richmond, 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:  None.

Name of each exchange on which
registered:  The Nasdaq National Market.

|Securities registered
  pursuant to Section 12(g) of the Act: | Common Stock, Par
  Value $0.01 per share                           
|------------------------------------------------------------- | --------------------------------------------------------------------
|                                                              | Series A Participating Cumulative Preferred 
  Stock Purchase Rights

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
   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 10K.    o

Indicate
by check mark whether the registrant is an accelerated filer (as defined in
Exchange Act Rule 12b-2).  Yes
  o    No  x .

The
aggregate market value of the voting stock for non-affiliates (which for
purposes hereof are all holders other than executive officers, directors and 10%
shareholders)
of the Registrant as of August 12,
2004, the first day the Registrants common stock was quoted on the Pink Sheets
Electronic Quotation Service, is $382,852,852 (based on
12,350,092 shares held by non-affiliates at $31.00 per share, the last price quoted on the Pink Sheets Electronic Quotation
Service on August 12, 2004). 
The Registrants common stock began trading on the Nasdaq National
Market on January 25, 2005.  See Item 5
and Item 12.

At
February 24, 2005 there were 14,740,694 shares of Common Stock, par value $0.01
per share, outstanding.

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EXPLANATORY NOTE

This Amendment No. 1 to
the Registrants2004 Annual Report on Form 10-K is solely for the purpose of
including the information in Part III, Items 10, 11, 12, 13 and 14.  This
information was initially omitted from the Registrants original 2004
Form 10-K filing (the Original Report) as permitted by General
Instruction G(3).  Conforming changes have been made to Exhibits 31.1 and
31.2.  Exhibits 31.1, 31.2, 32.1 and 32.2 are being currently dated and
filed herewith, but except as described above are unchanged from those filed in
the Original Report.  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.

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Executive Officers,
Directors and Significant Employees

The
following table sets forth the names, ages and positions of our executive
officers, directors and certain significant employees as of April 29, 2005:

|Name                 |  | Age |  | Position                                                                            
|-------------------- |  | --- |  | ------------------------------------------------------------------------------------
|                     |  |     |  |                                                                                     
|Peter T. Socha       |  | 46  |  | Chairman, President and Chief Executive Officer                                     
|Coy K. Lane, Jr.     |  | 44  |  | Senior Vice President and Chief Operating Officer                                   
|Samuel M. Hopkins II |  | 48  |  | Vice President and Chief Accounting Officer                                         
|Richard L. Douthat   |  | 54  |  | Vice President  Risk Management                                                    
|James T. Ketron      |  | 54  |  | Vice President, General Counsel and Secretary                                       
|William R. Beasley   |  | 64  |  | President of James River Coal Sales, Inc.                                           
|Joseph G. Evans      |  | 47  |  | President of Leeco, Inc.; President of Blue Diamond Coal Company                    
|D. Brian Patton, III |  | 38  |  | President of James River Coal Service Company                                       
|Charles G. Snavely   |  | 49  |  | President of Bell County Coal Corporation; President of Bledsoe Coal
    Corporation
|Randall K. Taylor    |  | 45  |  | President of McCoy Elkhorn Coal Corporation                                         
|Alan F. Crown        |  | 57  |  | Director                                                                            
|Leonard J. Kujawa    |  | 72  |  | Director                                                                            
|Paul H. Vining       |  | 50  |  | Director                                                                            
|James F. Wilson      |  | 47  |  | Director                                                                            

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

Peter
T. Socha.  Mr.
Socha is our President and Chief Executive Officer.  He joined the Company in March 2003.  In May 2004, he was named
Chairman of our Board of
Directors.  From 1999 through June 2001,
he served as a Senior Vice President of National Vision, Inc. (NVI), a
retailer of optical products.  NVI filed
for protection under Chapter 11 of the United States Bankruptcy Code on April
5, 2000 and emerged from bankruptcy on May 31, 2001.  Mr. Socha has served as a director of NVI since 1999 and as
Chairman of the Board of Directors of NVI since May 2002.  From June 2001 until March 2003, he was an
independent consultant to distressed businesses.  Mr. Socha has a B.S. in Mineral Engineering and a M.A. 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.

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.

Richard
L. Douthat.  Mr. Douthat is Vice PresidentRisk Management
of James River Coal Company.  He joined
the Company in May 2004.  From 1974 to
May 2004, he worked for Alliance Coal, LLC and its predecessor

3

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companies.  From 1997 to 2004, Mr. Douthat served as
Alliances General ManagerDisability Benefits.  Mr. Douthat holds a B.S. in Business Administration from the
University of Tennessee.

James
T. Ketron.  Mr.
Ketron is Vice President, General Counsel and Secretary of James River Coal
Company.  He joined the Company in
February 2005.  Before joining the
Company, Mr. Ketron served as Vice President and General Counsel for
International Coal Group, Inc., following that companys acquisition in
September 2004 of the core assets of Horizon Natural Resources Company, where
he had served as counsel since 2002. 
From 1998 to 2001, Mr. Ketron was in private legal practice as a solo
practitioner.  Mr. Ketron received his
B.B.A. and J.D. degrees from the University of Kentucky.

William
R. Beasley.  Mr. Beasley, President of James River Coal
Sales, Inc., has been employed by James River Coal Sales or its predecessor
since 1965.  He began his career in coal
sales with Randall Fuel Company, Inc. in 1965, and remained head of the sales
organization of Interstate Coal Company during the period that it was owned by
Transco Energy Company, the predecessor of James River.  He was appointed President of James River
Coal Sales, Inc. in June 2000.  Mr.
Beasley received his B.B.A. from Georgia State University in 1970.

Joseph
G. Evans.  Mr. Evans joined the Company in October 1998
as President of Leeco, Inc.  In March
2003, he was also named President of Blue Diamond Coal Company.  Prior to joining the Company, Mr. Evans was
employed by subsidiary companies of Massey Energy, a coal mining company with
operations in Central Appalachia.  Mr.
Evans holds a B.S. and a M.S. in Mining Engineering from the University of
Kentucky.

D.Brian Patton, III.  Mr. Patton
joined the Company in February 2005.  Prior to joining the Company, Mr. Patton was
President of Operations for International Coal Group, Inc.s Hazard operations,
following that companys acquisition in September 2004 of the core assets of
Horizon Natural Resources Company, where he had served as chief engineer and
general manager since July 2001.  From
2000 until July 2001, he served as general manager of operations for Southern
Site Prep, LLC.  Mr. Patton holds a B.S.
degree in Mining Engineering from the University of Kentucky.

Charles G.
Snavely.  Mr. Snavely joined the Company in February
1995 as President of Bell County Coal Corporation.  He became President of Bledsoe Coal Corporation in February
2003.  Prior to joining the Company, Mr.
Snavely held various positions with Martin County Coal Corporation, Sidney Coal
Company and Rawl Sales & Processing. 
Most recently, he was President of Martin County Coal Corporation from
February 1994 to February 1995.  Mr.
Snavely holds a B.S. degree in Mining Engineering from Virginia Polytechnic
Institute.

Randall
K. Taylor.  Mr. Taylor, President of McCoy Elkhorn Coal
Corporation, has been employed by the Company or its predecessors since 1988,
when he became Chief Engineer of Johns Creek Coal Company.  In 1992, he became Chief Engineer of McCoy
Elkhorn, and in 1997, he became its Vice President.  He became President of McCoy Elkhorn in May 2001.  Mr. Taylor holds a
B.S. in Mining
Engineering from the University of Kentucky.

Alan
F. Crown.  Mr. Crown has been a Director since May
2004.  He has served since January 2004
as President and Chief Operating Officer of Transload America, LLC, a waste
haulage company.  Mr. Crown was
previously 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.

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.  Over the
past 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 the utility industry expert for Accenture in Asia.  He also serves on the Board of Directors of
American Electric Power Company, Inc. (AEP) and Schweitzer-Mauduit
International, Inc.  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.

Paul
H. Vining.  Mr. Vining has been a Director since May
2004.  Mr. Vining currently serves as
President of Ellett Valley CC, Inc., a coal industry consulting company he
formed in December 2002.  From 1995 to November

4

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2002, Mr. Vining was employed
by Peabody Energy, the largest coal mining company in the United States.  His positions at Peabody included Executive
Vice President of Sales and Trading (19992002) and President of Peabody
CoalTrade (19961999).  Mr. Vining has a
B.S. in Chemistry from William & Mary, and a B.S. in Mineral Engineering
and a M.S. in Extractive Metallurgy from Columbia University.

James
F. Wilson.  Mr. Wilson has been a Director since May
2004.  He has served since January 2001
as a General Partner of Carl Marks Management Company, L.P. (CMMC).  CMMC manages funds that invest in distressed
securities.  From 1992 through December
2000, Mr. Wilson served as a Partner at Jacobson Partners, a firm specializing
in private equity investing.  Mr. Wilson
has a B.A. in Economics from Dartmouth College and a M.B.A. from the Harvard
Graduate School of Business Administration.

Audit Committee

The
Board of Directors has a separately-designated standing audit committee, which
is currently composed of Messrs. Crown, Kujawa and Vining.  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.

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 2004 all Section 16(a) filing requirements
applicable to its executive officers, directors and shareholders were complied
with, and the Company is not aware of any filing delinquencies.

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.

5

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ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The
following table sets forth information for the fiscal years ended December 31,
2004, 2003 and 2002 concerning compensation paid by us and our subsidiaries to
our Chief Executive Officer and to each of our other most highly compensated
executive officers as of December 31, 2004 who earned in excess of $100,000 in
salary and bonus during 2004 or any of the two previous fiscal years who are no
longer executive officers (collectively, the Named Executive Officers).  As of December 31, 2004, we did not have any
executive officers other than those listed below.

|                                      |  |                           |      |                                  |  |          |  |                                           |         |                                               |  |                             |  |  |         |  |  |  |         |     | 
|------------------------------------- |  | ------------------------- | ---- | -------------------------------- |  | -------- |  | ----------------------------------------- | ------- | --------------------------------------------- |  | --------------------------- |  |  | ------- |  |  |  | ------- | --- | 
|                                      |  | Annual
  Compensation (1) |      | Long-Term 
  Compensation Awards |  |          |  |                                          
|                                      |  |                           |      |                                  |  |          |  |                                          
|Name and Principal Position           |  | Year                      |      | Salary($)                        |  | Bonus($) |  | Restricted
  
  Stock
  Award(s)
  ($)(2) |         | Securities
  
  Underlying 
  Options/
  SARs |  | All Other
  Compensation($) | 
|                                      |  |                           |      |                                  |  |          |  |                                           |         |                                               |  |                             | 
|                                      |  |                           |      |                                  |  |          |  |                                           |         |                                               |  |                             |  |  |         |  |  |  |         |     | 
|Peter T. Socha (3)                    |  |                           | 2004 |                                  |  | 409,798  |  |                                           | 601,000 |                                               |  | 1,377,000                   |  |  | 150,000 |  |  |  | -       |     | 
|President and Chief Executive Officer |  |                           | 2003 |                                  |  | 312,559  |  |                                           | -       |                                               |  | -                           |  |  | -       |  |  |  | -       |     | 
|                                      |  |                           |      |                                  |  |          |  |                                           |         |                                               |  |                             |  |  |         |  |  |  |         |     | 
|Samuel M.
  Hopkins, II (4)           |  |                           | 2004 |                                  |  | 145,799  |  |                                           | 50,000  |                                               |  | 315,563                     |  |  | -       |  |  |  | -       |     | 
|Vice President and Chief Accounting   |  |                           | 2003 |                                  |  | 31,334   |  |                                           | -       |                                               |  | -                           |  |  | -       |  |  |  | -       |     | 
|Officer                               |  |                           |      |                                  |  |          |  |                                           |         |                                               |  |                             |  |  |         |  |  |  |         |     | 
|                                      |  |                           |      |                                  |  |          |  |                                           |         |                                               |  |                             |  |  |         |  |  |  |         |     | 
|James B. Crawford
  (5)               |  |                           | 2004 |                                  |  | -        |  |                                           | -       |                                               |  | -                           |  |  | -       |  |  |  | -       |     | 
|Former President and Chief Executive  |  |                           | 2003 |                                  |  | 101,315  |  |                                           | -       |                                               |  | -                           |  |  | -       |  |  |  | 678,689 |     | 
|Officer                               |  |                           | 2002 |                                  |  | 499,733  |  |                                           | -       |                                               |  | -                           |  |  | -       |  |  |  | -       |     | 
|                                      |  |                           |      |                                  |  |          |  |                                           |         |                                               |  |                             |  |  |         |  |  |  |         |     | 
|William T.
  Sullivan (6)             |  |                           | 2004 |                                  |  | -        |  |                                           | -       |                                               |  | -                           |  |  | -       |  |  |  | -       |     | 
|Former Vice President                 |  |                           | 2003 |                                  |  | 146,227  |  |                                           | 45,000  |                                               |  | -                           |  |  | -       |  |  |  | 180,836 | (6) | 
|                                      |  |                           | 2002 |                                  |  | 135,942  |  |                                           | 67,500  |                                               |  | -                           |  |  | -       |  |  |  | 85,666  | (7) | 

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Excludes
  perquisites and other personal benefits aggregating less than $50,000 or 10%
  of the Named Executive Officers annual salary and bonus.                                                                                                                                                                                                                                                                                                                                                                                               
|(2) | Based on our
  reorganization value of $4.59 per share, as determined in connection with our
  Plan of Reorganization.  Mr. Sochas
  shares of restricted stock vest as follows: 
  68.75% of the shares vest in five equal annual installments, beginning
  on May 25, 2005, the first anniversary of the date of the grant, and the
  remaining 31.25% of the shares will vest upon the achievement of designated
  corporate performance criteria.  Mr.
  Hopkins shares vest in five equal annual installments, beginning on May 25,
  2005.
|(3) | Mr. Socha
  joined the Company in March 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(4) | Mr. Hopkins
  joined the Company in September 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(5) | Mr. Crawford
  resigned from all positions with the Company in March 2003.  All Other Compensation represents the 2003
  payments to Mr. Crawford in connection with his Settlement Agreement
  described below.                                                                                                                                                                                                                                                                                                                                  
|(6) | This amount
  represents payments related to Mr. Sullivan leaving the Company in 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(7) | This payment
  was a bonus payment used to partially repay loans to purchase common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                        

6

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Option Grants in
Fiscal 2004

The
following table sets forth option grants to Named Executive Officers during
fiscal 2004.

|                        |  |             |         |                  |      |           |  |            |  |        |  |          |  |                        |  |  |  |         | 
|----------------------- |  | ----------- | ------- | ---------------- | ---- | --------- |  | ---------- |  | ------ |  | -------- |  | ---------------------- |  |  |  | ------- | 
|                        |  |             |         |                  |      |           |  |            |  |        |  |          |  | Potential Realizable   | 
|                        |  |             |         |                  |      |           |  |            |  |        |  |          |  | Value at Assumed       | 
|                        |  |             |         |                  |      |           |  |            |  |        |  |          |  | Annual Rates of Stock  | 
|                        |  |             |         |                  |      |           |  |            |  |        |  |          |  | Price Appreciation for | 
|                        |  |             |         |                  |      |           |  |            |  |        |  |          |  | Option Term (1)        | 
|                        |  |             |         |                  |      |           |  |            |  |        |  |          |  |                        | 
|Individual
  Grants     |  |             |         |                  |      |           | 
|                        |  |             |         |                  |      |           | 
|                        |  |             |         | Percent of Total |      |           |  |            |  |        |  |          |  |                        |  |  | 
|                        |  | Shares      |         | Options Granted  |      | Exercise  |  |            |  |        |  |          |  |                        |  | 
|                        |  | Underlying  |         | to Employees in  |      | Price     |  | Expiration |  |        |  |          | 
|Name                    |  | Options (#) |         | Fiscal Year (2)  |      | ($/share) |  | Date       |  | 5% ($) |  | 10% ($)  | 
|                        |  |             |         |                  |      |           |  |            |  |        |  |          | 
|Peter T.
  Socha        |  |             | 150,000 |                  | 55.6 | %         |  | 10.80      |  |        |  | 5/7/2014 |  | 0                      |  |  |  | 165,792 | 
|Samuel M.
  Hopkins, II |  |             | -       |                  | -    |           |  | -          |  |        |  | -        |  | -                      |  |  |  | -       | 
|James B.
  Crawford     |  |             | -       |                  | -    |           |  | -          |  |        |  | -        |  | -                      |  |  |  | -       | 
|William T.
  Sullivan   |  |             | -       |                  | -    |           |  | -          |  |        |  | -        |  | -                      |  |  |  | -       | 



---

|(1) | Based on our
  reorganization value of $4.59 per share as of May 7, 2004, as determined in
  connection with our Plan of Reorganization.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------
|(2) | Based on
  options for 270,000 shares granted to directors and employees in fiscal 2004.                                                

Fiscal Year-End
Option Values

No
Company-granted options were exercised by any Named Executive Officers during
fiscal 2004.  The following table sets
forth the year-end value of unexercised options held by the Named Executive
Officers at December 31, 2004.

|                        |  |                                                                                   |  |                                                                         |         |             |  |               |   |   |  |  |   |           | 
|----------------------- |  | --------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------- | ------- | ----------- |  | ------------- | - | - |  |  | - | --------- | 
|                        |  | Number of
  Securities
  Underlying Unexercised
  Options at December 31, 
  2004 |  | Value of
  Unexercised
  In-the-Money Options at
  December 31, 2004(1) |        
|                        |  |                                                                                   |  |                                                                         |        
|Name                    |  | Exercisable                                                                       |  | Unexercisable                                                           |         | Exercisable |  | Unexercisable |  
|                        |  |                                                                                   |  |                                                                         |         |             |  |               |  
|Peter T. Socha          |  | -                                                                                 |  |                                                                         | 150,000 |             |  |               | $ | - |  |  | $ | 4,762,500 | 
|Samuel M.
  Hopkins, II |  | -                                                                                 |  |                                                                         | -       |             |  |               |   | - |  |  |   | -         | 
|James B.
  Crawford     |  | -                                                                                 |  |                                                                         | -       |             |  |               |   | - |  |  |   | -         | 
|William T.
  Sullivan   |  | -                                                                                 |  |                                                                         | -       |             |  |               |   | - |  |  |   | -         | 



---

|(1) | Represents
  aggregate excess of market value of shares under option as of December 31,
  2004, using the closing price of $42.55 at such date, over the exercise price
  of the options.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Retirement Benefits

Our
pension plan is a defined benefit plan. 
The pension plan provides a monthly annuity to all regular, full-time
employees when they retire.  An employee
must have at least five years of service to be vested in the pension plan.  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.  Pension
benefits are based on an employees final average monthly earnings, years of
employment and retirement age.  Final
average monthly earnings for this purpose 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 $205,000 annual limit imposed by the Internal Revenue
Service for the 2004 calendar year.  The
Internal Revenue Code limits the amount of annual benefits which may be payable
from the pension trust.

7

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The
following table illustrates the straight life annuity amounts payable under the
pension plan to our employees retiring at age 65 in 2004.  Amounts shown are not subject to reduction
for Social Security benefits.

Pension Plan Table

|                     |  |                    |        |    |   |        |  |    |        |    |   |        |  |   |        | 
|-------------------- |  | ------------------ | ------ | -- | - | ------ |  | -- | ------ | -- | - | ------ |  | - | ------ | 
|Final Average Salary |  | Years of
  Service |       
|                     |  |                    |       
|                     |  | 15                 |        | 20 |   | 25     |  | 30 |        | 35 |  
|                     |  |                    |        |    |   |        |  |    |        |    |  
|$125,000             |  | $                  | 21,010 |    | $ | 28,014 |  | $  | 35,017 |    | $ | 42,020 |  | $ | 49,024 | 
|$150,000             |  | $                  | 25,698 |    | $ | 34,263 |  | $  | 42,829 |    | $ | 51,395 |  | $ | 59,961 | 
|$175,000             |  | $                  | 30,385 |    | $ | 40,513 |  | $  | 50,642 |    | $ | 60,770 |  | $ | 70,899 | 
|$200,000             |  | $                  | 35,073 |    | $ | 46,764 |  | $  | 58,454 |    | $ | 70,145 |  | $ | 81,836 | 
|$205,000*            |  | $                  | 36,010 |    | $ | 48,013 |  | $  | 60,017 |    | $ | 72,020 |  | $ | 84,024 | 






* There is a
$205,000 cap on compensation under our pension plan; accordingly, each
remuneration level greater than $205,000 provides the same level of benefits.


The
years of service credited for retirement benefits for the Named Executive
Officers as of October 1, 2004, the last valuation date under the plan, are as
follows:

|                        |  |      
|----------------------- |  | -----
|Peter T. Socha          |  | 1.00 
|Samuel M.
  Hopkins, II |  | 1.00 
|James B.
  Crawford *   |  | 21.67
|William T.
  Sullivan * |  | 16.00






* These
officers left the Company in 2003, and therefore were not active participants
in our pension plan as of October 1, 2004.


Employment Contracts,
Termination of Employment, Severance and Change-in-Control Arrangements

Settlement
Agreement with Mr. Crawford.  On March 17, 2003, James B. Crawford resigned all positions with
the Company.  In connection with Mr.
Crawfords resignation, the Company, Mr. Crawford and J.R. Coal Associates (a
Virginia partnership in which Mr. Crawford was a partner) entered into a
Settlement Agreement, pursuant to which Mr. Crawford received, among other
things:

| |       |                                                                                                                                                                                                                                                                           
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | rights under
  two life insurance contracts, one of which represented the vested amount in
  Mr. Crawfords account in our Supplemental Savings and Profit Sharing Plan of
  $535,021, and the other of which was a life insurance policy with a cash
  value of $143,668;
| |       |                                                                                                                                                                                                                                                                           
| | (ii)  | the right to
  receive $1,383,002 in cash from us upon our consummation of a Chapter 11 plan
  of reorganization or the sale of all or substantially all of our assets
  (which amount was paid on May 6, 2004); and                                                      
| |       |                                                                                                                                                                                                                                                                           
| | (iii) | welfare
  benefit continuation until the payment under (ii) above was made.                                                                                                                                                                                               

In the event
Mr. Crawford is engaged by us or any purchaser of us, or any successor to
either, as Chairman, Chief Executive Officer, Chief Operations Officer or any
similar position within the 12 months from the payment under (ii) above, Mr.
Crawford is obligated to repay the amount received under (ii) above.  Additionally, pursuant to the settlement
agreement:

| |      |                                                                                                                                                                                                   
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv) | Mr. Crawford
  sold all of his equity interests in the Company to J.R. Coal Associates in
  exchange for the transfer by J.R. Coal Associates to the Company of certain
  life insurance policies;

8

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| |      |                                                                                       
| | ---- | --------------------------------------------------------------------------------------
| | (v)  | each of the
  Company and Mr. Crawford released the other from certain claims; and    
| |      |                                                                                       
| | (vi) | Mr. Crawford
  agreed not to compete with us for a period that ended October 31, 2003.

Employment
Agreement with Mr. Socha.  The Company and Mr. Socha entered into an employment agreement
effective May 6, 2004.  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 employment agreement
provides for a base salary of $375,000 per year, subject to annual review, and
that Mr. Socha will participate in our annual cash bonus program.  Pursuant to the 2004 Equity Incentive Plan
described below, on May 25, 2004, Mr. Socha 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 of which will vest upon the achievement of
designated corporate performance criteria. 
The performance criteria include achieving EBITDA results for 2004 and
2005, as contained in our disclosure statement accompanying the Plan of
Reorganization, 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 performance criteria
will not be measured, and therefore no stock will vest, prior to the completion
of the annual audit for the year ended December 31, 2005.  Mr. Socha also was granted options to
acquire 150,000 shares of common stock for $10.80 per share.  The options will vest in five equal annual
installments, beginning on the first anniversary of the date of grant.  Upon termination without good reason or a
change in control (as those terms are defined in the agreement) all of the
restricted shares and options will immediately vest and the options will become
exercisable.  Following the recommendation
of the secured creditors from the Chapter 11 reorganization process, the Board
of Directors awarded Mr. Socha a one-time restructuring bonus of $800,000.  Mr. Socha requested, and the Board of
Directors approved, a reduction in the bonus to $601,000.  We distributed the remaining bonus of
$199,000 to other individuals in the organization not otherwise eligible for
bankruptcy-related bonus payments, primarily operating level managers at the
individual mine and preparation plant levels.

In
addition, Mr. Socha is entitled to participate in all other benefit plans to
which our other senior executives are entitled, including medical, dental and
other welfare plans.  The employment
agreement further 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. 
The agreement also provides that as long as Mr. Socha is employed as
President and Chief Executive Officer of the Company, he will serve as a member
of our Board of Directors.

Indemnification
Agreements

We
have entered into Indemnification Agreements with our directors and certain of
our officers (the Indemnified Parties). 
Under the terms of the Indemnification Agreements, we are required to
indemnify the Indemnified Parties against certain liabilities arising out of
their services for us.  The
Indemnification Agreements require us to:

| |       |                                                                                                                 
| | ----- | ----------------------------------------------------------------------------------------------------------------
| | (i)   | indemnify
  each Indemnified Party to the fullest extent permitted by law;                                      
| |       |                                                                                                                 
| | (ii)  | provide
  coverage for each Indemnified Party under our directors and officers
  liability insurance policy; and
| |       |                                                                                                                 
| | (iii) | to advance
  certain expenses incurred by an Indemnified Party.                                                 

The
Indemnification Agreements provide limitations on the Indemnified Parties
rights to indemnification in certain circumstances.  To the extent that indemnification provisions contained in the
Indemnification Agreements purport to include indemnification for liabilities
arising under the Securities Act of 1933, we have been informed that in the
opinion of the Securities and Exchange Commission, such indemnification is
contrary to public policy and therefore unenforceable.

Compensation of
Directors

Directors
who are employees of the Company or any of its subsidiaries are not compensated
for service on the Board of Directors or on any of its committees.  Directors who are not employees of the
Company or any of its

9

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subsidiaries
receive an annual Board of Directors membership fee of $35,000, which is paid
in four equal quarterly installments. 
The chairperson of our audit committee will receive additional annual
compensation of $10,000, also paid in four equal quarterly installments.  We do not pay separate meeting fees.

All
directors are reimbursed for their reasonable out-of-pocket expenses incurred
in attending meetings of the Board of Directors and committees.

Directors
also are eligible to receive and have received equity awards under our 2004 Equity
Incentive Plan.  See Item 12. Security
Ownership of Certain Beneficial Owners and Management2004 Equity Incentive
Plan.  On May 25, 2004, we granted
1,000 restricted shares of our common stock and options to acquire 10,000
shares of our common stock for $15.00 per share to each of our non-employee
directors.  The restricted shares and
options all vest in three equal annual installments, beginning on the first
anniversary of the date of grant.  Upon
a change of control of the Company, all of the restricted shares and options
will immediately vest and the options will become exercisable.

Compensation
Committee Interlocks and Insider Participation

Our
compensation committee was formed on May 7, 2004, and currently consists of
Alan F. Crown, Paul H. Vining (committee chair) and James F. Wilson.  None of these committee members is 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.

In
February 2004, we sold 10,000 tons of coal to Ellett Valley CC, Inc., the coal
industry consulting company that is 100% owned and controlled by Mr. Vining, a
Company director.  The total price of
the coal was $500,000, which was consistent with then-prevailing market rates
for comparable coal.  Ellett Valley CC,
Inc., acting as a broker, then resold the coal.  This transaction took place before Mr. Vining was considered for
service as a director of the Company.

Compensation Committee Report on Executive Compensation

General.  We were under bankruptcy
protection from March 2003 until May 2004. 
Accordingly, compensation arrangements with our executive officers
during that period were negotiated with the senior secured steering committee and then
approved by the bankruptcy court.  In
addition, the terms of the employment agreement with our Chief Executive
Officer were negotiated with members of the senior secured steering committee as part of our
emergence from bankruptcy protection. 
The Compensation Committee was elected upon emergence from bankruptcy in
May 2004.  Since that time, decisions on
compensation of the Companys executive officers generally have been made by
the Compensation Committee, based upon the recommendation of the Chief
Executive Officer.

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.  In
determining the compensation to be paid to the executive officers of the
Company, the Committee members rely upon their own knowledge of compensation
paid to executives of companies of comparable size and complexity.  They also consider the performance of the
Company and the merits of the individual under consideration.

Salary.  Since emergence from bankruptcy,
the Chief Executive Officer has made recommendations to the Committee regarding
the base salary, if any, for the Companys executive officers, including
himself, based upon the profitability of the Company and the level of
responsibility, time with the Company, contribution and performance of the
executive officer.  The beginning point
for determining such salaries generally will be the salary the executive
officer received in the prior fiscal year. 
Our Chief Executive Officer received a salary of $409,798 for the year
ended December 31, 2004, which represented a decrease in his annualized
base salary from fiscal 2003.  This
resulted from a decrease in his base salary from $420,000 to $375,000 as part
of his overall compensation package which became effective upon emergence from
bankruptcy.  Mr. Sochas base salary is
established by his employment agreement with the Company, as discussed under
Employment Contracts, Termination of Employment, Severance and
Change-in-Control Arrangements.  No
named executive officers received raises in 2004.

10

---

Bonus.  Annual incentives provide
opportunities for our executives to earn compensation based on 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.

For
2004, all of the named executive officers still employed by us received a
bonus, which appear in the Summary Compensation Table of this annual
report.  Mr. Socha received a bonus for
2004 that was established as part of the bankruptcy proceedings.

Equity
Incentives.  Since
our emergence from bankruptcy protection in May 2004, the Company has used
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. 
Options and awards equivalent to 1,185,700 shares of Common Stock were
awarded to officers and employees during the year ended December 31, 2004.  Details on options granted to the Named
Executive Officers in 2004 are set forth in the Option Grants in Fiscal 2004
table.  The amount and nature of prior
awards are generally considered in determining new option awards for executive
officers, although other factors, such as the need to retain experienced
managers, are also considered.

Other
Benefits.  Our
executive officers participate in our defined benefit pension plan, which is a
non-contributory, qualified defined benefit pension plan, as described in
Executive Compensation  Retirement Benefits.  In addition, Mr. Sochas employment agreement with us
provides
for a severance payment in certain circumstances following a change in control
of the company, as described in the Employment
Contracts, Termination of Employment, Severance and Change-in-Control
Arrangements section of this report. 
Executives also participate, on a voluntary basis, in customary benefit
programs generally available to employees, including our savings plan.

The
foregoing report has been furnished by:

| |                         
| | ------------------------
| | JAMES RIVER COAL COMPANY
| | COMPENSATION COMMITTEE  

Compensation Committee Members:

Alan F. Crown        Paul H.
Vining, Chairman       James F. Wilson

11

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

Securities Authorized for Issuance under Equity Compensation
Plans

The
following table sets forth aggregate information as of December 31, 2004 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 
  Plans |      
|                                                           |  |                                                                                                      |  |                                                                                      |  |                                                                                                          |      
|Equity
  Compensation Plans
  Approved by Shareholders     |  | 120,000                                                                                              |  |                                                                                      |  | $                                                                                                        | 16.70 |  |  | 614,300 |  | 
|Equity
  Compensation Plans Not
  Approved by Shareholders |  | 150,000                                                                                              |  |                                                                                      |  | $                                                                                                        | 10.80 |  |  | N/A     |  | 

2004 Equity Incentive
Plan

Our
Board of Directors adopted the 2004 Equity Incentive Plan (the 2004 Incentive
Plan) on May 7, 2004, and our shareholders approved the 2004 Incentive Plan on
May 25, 2004.  The objectives of the
2004 Incentive Plan are to:

| | (i)   | attract,
  motivate and retain employees, directors, consultants, advisors and other
  persons who perform services for us by providing compensation opportunities
  that are competitive with other companies;
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                
| | (ii)  | provide
  incentives to those individuals who contribute significantly to our long-term
  performance and growth and that of our affiliates; and                                                               
| |       |                                                                                                                                                                                                                
| | (iii) | align the
  long-term financial interests of employees and other individuals who are
  eligible to participate in the 2004 Incentive Plan with those of
  shareholders.                                        

The following
description of the material features of the 2004 Incentive Plan is a summary
and is subject to the provisions of the 2004 Incentive Plan.  The 2004 Incentive Plan is incorporated by
reference as an exhibit to the registration statement of which this prospectus
is a part.

General.  The 2004 Incentive Plan is
administered by
the Compensation Committee of the Board of Directors (the Committee), and may
be administered by such other committee consisting of two or more members as
may be appointed by the Board to administer the 2004 Incentive Plan.  If any member of the Committee does not
qualify as (i) a Non-Employee Director within the meaning of Rule 16b-3 of
the Securities Exchange Act of 1934, as amended and (ii) an outside director
within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as
amended (the Code), a subcommittee of the Committee will be appointed to grant
Awards to Named Executive Officers and to officers who are subject to Section
16 of the Securities Exchange Act of 1934, and each member of such subcommittee
will satisfy the requirements of (i) and (ii) above.  References to the Committee in this summary shall include and, as
appropriate, apply to any such subcommittee. 
Subject to the requirement that shareholder approval be obtained for
certain amendments, the 2004 Incentive Plan may be amended by the Committee in
whole or in part, but no such action shall adversely affect any rights or
obligations with respect to any awards previously granted under the 2004
Incentive Plan, unless the participants affected by such amendment provide
their written consent.

Under
the 2004 Incentive Plan, participants may be granted stock options (qualified
and nonqualified), stock appreciation rights (SARs), restricted stock,
restricted stock units, and performance shares, provided that non-employee
directors are not eligible for grants of qualified stock options or performance
shares.  The total number of shares that
may be awarded under the 2004 Incentive Plan is 1,650,000.  Not more than 1,000,000 of the shares
reserved under the 2004 Incentive Plan may be granted in the form of incentive
stock options.

12

---

Shares
awarded or subject to purchase under the 2004 Incentive Plan that are not
delivered or purchased, or revert to us as a result of forfeiture or
termination, expiration or cancellation of an award or that are used to
exercise an award or for tax withholding, will be again available for issuance
under the 2004 Incentive Plan.

Eligibility.  The Committee will determine
the individuals
to whom awards will be granted, the number of shares subject to an award, and
the other terms and conditions of an award. 
To the extent provided by law, the Committee may delegate to one or more
persons the authority to grant awards. 
As applicable, when used in this description of the 2004 Incentive Plan,
the Committee also refers to any such individual to whom the Committee has
delegated some of its authority to grant awards.  The Committee may provide in the agreements relating to awards
under the 2004 Incentive Plan for automatic accelerated vesting and other rights
upon the occurrence of a change in control or upon the occurrence of other
events as may be specified in such agreements.

Stock
Options.  The
number of shares subject to a stock option, the type of stock option (i.e.,
incentive stock option (ISO) or nonqualified stock option (NQSO)), the
exercise price of a stock option (which shall be not less than the fair market
value of a share on the date of grant) and the period of exercise (including
upon termination of employment) will be determined by the Committee and set
forth in an option agreement; provided that no option will be exercisable more
than ten years after the date of grant.

Options
granted under the 2004 Incentive Plan shall be exercisable at such times and be
subject to restrictions and conditions as the Committee shall in each instance
approve, including conditions related to the employment of or provision of
services by a participant.  The
Committee shall determine and set forth in the option agreement the extent to
which options are exercisable after termination of employment.  The Committee may provide for deferral of
option gains related to an exercise. 
The option price upon exercise shall be paid to us in full, either (a)
in cash, (b) cash equivalent approved by the Committee, (c) if approved by the
Committee, by tendering (or attesting to the ownership of) previously acquired
shares having an aggregate fair market value at the time of exercise equal to
the total exercise option price, or (d) by a combination of (a), (b) and (c).  The Committee may also allow cashless
exercises as permitted under the Federal Reserve Boards Regulation T, subject
to applicable securities law restrictions, or by any other means which the
Committee determines to be consistent with the 2004 Incentive Plans purpose
and applicable law.

SARs.  SARs granted under the 2004 Incentive
Plan
entitle the grantee to receive an amount payable in shares and/or cash, as
determined by the Committee, equal to the excess of the fair market value of a
share on the day the SAR is exercised over the specified exercise price, which
will not be less than the fair market value of a share on the grant date of the
SAR.  The exercise period of a SAR may
not exceed ten years.  SARs may be
granted in tandem with a related stock option or independently.  If a SAR is granted in tandem with a stock
option, the grantee may exercise the stock option or the SAR, but not
both.  The Committee shall determine and
set forth in the award agreement the extent to which SARs are exercisable after
termination of employment.

Restricted
Stock/Restricted Stock Units.Restricted
stock awards may be current grants of restricted stock or deferred grants.  The terms of restricted stock awards,
including the restriction period, any performance targets applicable to the
award and the extent to which the grantee will have the right to receive
unvested restricted stock following termination of employment or other events,
will be determined by the Committee and be set forth in the agreement relating
to such award.  Unless otherwise set
forth in an agreement relating to a restricted stock award, the grantee of
restricted stock shall have all of the rights of a shareholder of ours,
including the right to vote the shares and the right to receive dividends,
provided however that the Committee may require that any dividends on such
shares of restricted stock be automatically deferred and reinvested in
additional restricted stock or may require that dividends on such shares be
paid to us to be held for the account of the grantee.

A
restricted stock unit is an unsecured promise to transfer an unrestricted share
at a specified future date, such as a fixed number of years, retirement or
other termination of employment (which date may be later than the vesting date
of the award at which time the right to receive the share becomes
nonforfeitable).  Restricted stock units
represent the right to receive a specified number of shares at such times, and
subject to such restriction period and other conditions, as the Committee determines.  A participant to whom restricted stock
units
are awarded has no rights as a shareholder with respect to the shares
represented by the restricted stock units unless and until shares are actually
delivered to the participant in settlement of the award.  However, restricted stock units may have
dividend equivalent rights if provided for by the Committee.

Performance
Shares. 
Performance shares are awards granted in terms of a stated potential
maximum number

13

---

of shares,
with the actual number and value earned to be determined by reference to the
satisfaction of performance targets established by the Committee.  Such awards may be granted subject to any
restrictions, in addition to performance conditions, deemed appropriate by the
Committee.  Except as otherwise provided
in an agreement relating to performance shares, a grantee shall be entitled to
receive any dividends declared with respect to shares earned that have not yet
been distributed to the grantee and shall be entitled to exercise full voting
rights with respect to such shares.

Performance
Measures.  If
awards granted or issued under the 2004 Incentive Plan are intended to qualify
under the performance-based compensation provisions of Section 162(m) of the
Code, the performance measure(s) to be used for purposes of such awards shall
be chosen by the Committee from among the following: earnings, earnings per
share, consolidated pre-tax earnings, net earnings, operating income, EBIT
(earnings before interest and taxes), EBITDA(earnings before interest,
taxes, depreciation and amortization), gross margin, revenues, revenue growth,
market value added, economic value added, return on equity, return on
investment, return on assets, return on net assets, return on capital employed,
return on incremental equity, total shareholder return, profit, economic
profit, capitalized economic profit, after-tax profit, pre-tax profit, cash
flow measures, cash flow return, sales, sales volume, revenue per employee,
stock price, cost goals, budget goals, growth expansion goals, or goals related
to acquisitions or divestitures.

The
Committee can establish other performance measures for awards granted to
participants.

Adjustment
of Shares.  The
share limitation of 1,650,000 shares and the terms of outstanding awards shall
be adjusted, as the Committee deems appropriate, in the event of a stock
dividend, stock split, combination, reclassification, recapitalization or other
similar event.

Nontransferability.  Any options, SARs or
performance shares
granted under the 2004 Incentive Plan are nontransferable except by will or by
the laws of descent and distribution. 
Shares of Restricted Stock and Restricted Stock Units are nontransferable
during the restriction period.  Unless
otherwise provided in the specific award agreement, during the lifetime of a
participant, options or SARs may only be exercised by such participant.  Notwithstanding the foregoing, to the extent
allowed in the specific award agreement, a participant may transfer an option
or SAR (other than an ISO or its corresponding SAR) with respect to all or part
of the shares of common stock subject to such option or SAR to the
participants spouse, children or grandchildren, to a trust for the benefit of
such family members or to a partnership in which such family members are the
only partners.

Assumption
of Awards.  The 2004
Incentive Plan provides that its terms shall be binding on any of our
successors and assigns (whether by purchase, merger, consolidation or
otherwise).

Termination
and Amendment. 
No option, SAR or stock award may be granted and no performance shares
may be awarded under the 2004 Incentive Plan after May 25, 2014.  The Board of Directors may amend or terminate
the 2004 Incentive Plan at any time, but certain amendments will not become
effective without shareholder approval.

Miscellaneous
Provisions.The
2004 Incentive Plan prohibits us from decreasing the option price of any
outstanding option, other than in connection with a change in corporate
capitalization, without first receiving shareholder approval of such repricing.

Federal Income
Tax Consequences

The
following is a brief summary of the current U.S. federal income tax
consequences of awards made under the 2004 Incentive Plan.  This summary is general in nature and is not
intended to cover all tax consequences that may apply to participants and
us.  Further, the provisions of the Code
and the regulation and rulings thereunder relating to these matters may change.

Stock
Options.  A
participant will not recognize any income upon the grant or purchase of a stock
option.  A participant will recognize
income taxable as ordinary income (and subject to income tax withholding for
Company employees) upon exercise of a non-qualified stock option equal to the
excess of the fair market value of the shares purchased over the sum of the
exercise price and the amount, if any, paid for the option on an after-tax
basis, and we will be entitled to a corresponding deduction.  A participant will not recognize income
(except for purposes of the alternative minimum tax) upon exercise of an
incentive stock option provided that the incentive stock option is exercised
either while the participant is our employee or within 3 months (one year if
the participant is disabled within

14

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the meaning of
Section 22(c)(3) of the Code) following the participants termination of
employment.  If shares acquired by such
exercise of an incentive stock option are held for the longer of two years from
the date the option was granted and one year from the date it was exercised,
any gain or loss arising from a subsequent disposition of such shares will be
taxed as long-term capital gain or loss, and we will not be entitled to any deduction.  If, however, such shares are disposed of
within the above-described period, then in the year of such disposition the
participant will recognize income taxable as ordinary income equal to the
excess of (i) the lesser of the amount realized upon such disposition and the
fair market value of such shares on the date of exercise over (ii) the exercise
price, and we will be entitled to a corresponding deduction.

SARs.  A participant will not recognize any
income
upon the grant of a SAR.  A participant
will recognize income taxable as ordinary income (and, subject to income tax
withholding for Company employees) upon exercise of a SAR equal to the fair
market value of any shares delivered and the amount of cash paid by us upon
such exercise, and we will be entitled to a corresponding deduction.

Restricted
Stock Awards. 
A participant will not recognize taxable income at the time of the grant
of a restricted stock award, and we will not be entitled to a tax deduction at
such time, unless the participant makes an election under a special Code
provision to be taxed at the time such restricted stock award is granted.  If such election is not made, the
participant will recognize taxable income at the time the restrictions on such
restricted stock award lapse in an amount equal to the excess of the fair
market value of the shares at such time over the amount, if any, paid for such
shares.  The amount of ordinary income
recognized by a participant making the above-described special election or upon
the lapse of the restrictions is deductible by us, as compensation expense,
except to the extent the limit of Section 162(m) applies.  In addition, a participant receiving
dividends with respect to shares subject to a restricted stock award for which
the above-described election has not been made and prior to the time the
restrictions lapse will recognize taxable compensation (subject to income tax
withholding for Company employees), rather than dividend income, in an amount
equal to the dividends paid and we will be entitled to a corresponding
deduction.

Restricted
Stock Units.A
participant will not recognize taxable income at the time of the grant of a
restricted stock unit and we will not be entitled to a tax deduction at such
time. When the participant receives shares pursuant to a restricted stock unit,
the federal income tax consequences applicable to restricted stock awards,
described above, will apply.

Performance
Share Awards. 
A participant will not recognize taxable income upon the grant of a
performance share award, and we will not be entitled to a tax deduction at such
time.  Upon the settlement of a
performance share award, the participant will recognize compensation taxable as
ordinary income (and subject to income tax withholding for Company employees)
in an amount equal to the cash paid and the fair market value of the shares
delivered to the participant, and we will be entitled to a corresponding
deduction.

Compliance
with Section 162(m). 
Section 162(m) of the Code denies an income tax deduction to an employer
for certain compensation in excess of $1 million per year paid by a publicly
traded corporation to the Chief Executive Officer or any of the four most
highly compensated executive officers other than the Chief Executive
Officer.  Compensation realized with
respect to stock options awarded under the 2004 Incentive Plan, including upon
exercise of a non-qualified stock option or upon a disqualifying disposition of
an incentive stock option, as described above, will be excluded from this
deductibility limit if it satisfies certain requirements, including a
requirement that the 2004 Incentive Plan be approved by our current
shareholders.  In addition, other types
of awards under the 2004 Incentive Plan may be excluded from this deduction
limit if they are conditioned on the achievement of one or more of the
performance measures described above, as required by Section 162(m).  To satisfy the requirements that apply to
performance-based
compensation, those performance measures must be approved by our current
shareholders, and approval of the 2004 Incentive Plan will also constitute
approval of those measures.

15

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Security Ownership of Certain Beneficial
Owners and Management

The
following table sets forth information, as of February 14, 2005 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 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. 
The below information does not reflect shares that may be issued in
connection with the Triad acquisition.

|                                                          |  |           |           |      |  |       |  
|--------------------------------------------------------- |  | --------- | --------- | ---- |  | ----- | -
|Name                                                      |  | Number(1) |           | %(2) | 
|                                                          |  |           |           |      | 
|Carl Marks Group(3)                                       |  |           | 2,755,318 |      |  | 18.69 | %
|Harbert Group (4)                                         |  |           | 2,210,205 |      |  | 14.99 | %
|Glencore Finance AG (5)                                   |  |           | 2,208,948 |      |  | 14.99 | %
|Chase Bank London (6)                                     |  |           | 2,179,053 |      |  | 14.78 | %
|Merrill Lynch PCG, Inc. (7)                               |  |           | 985,000   |      |  | 6.68  | %
|Triage Group (8)                                          |  |           | 813,426   |      |  | 5.52  | %
|Peter T. Socha (9)                                        |  |           | 71,250    |      |  | *     |  
|Alan F. Crown (10)                                        |  |           | 3,666     |      |  | *     |  
|Leonard J. Kujawa (11)                                    |  |           | 3,666     |      |  | *     |  
|Paul H. Vining (12)                                       |  |           | 3,666     |      |  | *     |  
|James F. Wilson (3)(13)                                   |  |           | 2,755,318 |      |  | 18.69 | %
|Samuel M. Hopkins, II (14)                                |  |           | 13,750    |      |  | *     |  
|Coy K. Lane, Jr. (15)                                     |  |           | 0         |      |  | *     |  
|James B. Crawford (16)                                    |  |           | 0         |      |  | *     |  
|William T. Sullivan (17)                                  |  |           | 0         |      |  | *     |  
|Executive Officers and Directors as a Group
  (9 persons) |  |           | 2,851,316 |      |  | 19.29 | %



---

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*   | Less than 1%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(1) | This column
  lists all shares of common stock beneficially owned, including all restricted
  shares of common stock that vest, and all shares of common stock that can be
  acquired through option exercises, within 60 days of the date of this
  prospectus.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(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 prospectus 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 14,740,694 shares of common stock
  outstanding as of the date of this prospectus and no exercise of options held
  by other shareholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(3) | As of April
  14, 2005, based on information supplied to us by the Carl Marks Group.  Includes the following securities owned by
  James F. Wilson individually: 333 shares of restricted stock that will vest
  within 60 days of the date of this prospectus and 3,333 shares subject to
  presently exercisable stock options and options that will vest within 60 days
  of the date of this prospectus.  The
  Carl Marks Group consists of Carl Marks Strategic Investments, L.P.
  (2,600,898 shares), Carl Marks Strategic Investments III, L.P. (150,754
  shares) and James F. Wilson, one of our directors.  The business address of the Carl Marks Group is 900 Third
  Avenue, 33rdFloor, New York, New York 10022.  The shares held by Carl Marks Strategic
  Investments, L.P. and Carl Marks Strategic Investments III, L.P. are being
  registered and offered in the concurrent common stock offering.  These shares were issued upon the conversion
  of our pre-petition secured debt in connection with our emergence from
  bankruptcy.  James F. Wilson is one of
  three individual general partners of Carl Marks Management Company,

16

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | L.P., a
  Delaware limited partnership and registered investment advisor, which is the
  sole general partner of (i) Carl Marks Strategic Investments, L.P., a
  Delaware limited partnership and private investment partnership, and (ii)
  Carl Marks Strategic Investments III, L.P., a Delaware limited partnership
  and private investment partnership. 
  The shares of common stock which are owned by Carl Marks Strategic
  Investments, L.P. and Carl Marks Strategic Investments III, L.P. may be
  deemed to be beneficially owned indirectly, on a shared basis, by Mr. Wilson
  and the other individual general partners of Carl Marks Management Company,
  L.P., who share the power to direct the vote or dispose of such securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(4)  | As of April 14, 2005,
  based upon information supplied to us by the Harbert Group, which consists of
  Harbert Distressed Investment Master Fund, Ltd. (Master Fund) and Alpha US
  Sub Fund VI, LLC (Alpha), and the Form 4 filed by the Master Fund, HMC
  Distressed Investment Offshore Manager, L.L.C. (Offshore Manager) and HMC
  Investors, L.L.C. (HMC Investors) with the SEC on April 18, 2005.  The Offshore Manager and the Master
Fund
  share voting and dispositive power over 2,155,760 shares of our common stock
  (the HMC Shares).  In addition to
  the HMC Shares, HMC Investors, Raymond J. Harbert, Michael D. Luce and Philip
  A. Falcone may also be deemed to have shared voting and dispositive power
  over an additional 54,445 shares of our common stock owned by Alpha (the
  Alpha Shares).  We have been
  informed by the Master Fund and Alpha that each disclaims beneficial ownership
  of the HMC Shares and the Alpha Shares except to the extent of their actual
  pecuniary interest.  Each of Master
  Fund and Alpha is or may be deemed to be an affiliate of a registered
  broker-dealer.  Master Fund is an
  entity organized in the Cayman Islands. 
  Offshore Manager is the sole investment manager of the Master
  Fund.  HMC Investors is the managing
  member of the Offshore Manager. 
  Philip A. Falcone is a member of Offshore Manager and acts as
  portfolio manager for the Master Fund. 
  Alpha is a separate managed account also managed by Philip A.
  Falcone.  Raymond J. Harbert and
  Michael D. Luce are members of HMC Investors.  The business address of the Master Fund is c/o International
  Fund Services (Ireland) Limited, 3rdFloor, Bishops Square,
  Redmonds Hill, Dublin 2, Ireland. 
  The business address of Alpha is c/o 555 Madison Avenue, 16th
  Floor, New York, New York 10022.
|(5)  | As of
  January 21, 2005, based on information in the Form 4/A filed on January 25,
  2005.  The business address of
  Glencore Finance AG is Baarermattstrasse 3, CH-6341 Baar, Switzerland.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(6)  | As of March
  1, 2005, based on information in a beneficial ownership list compiled by
  ADP.  The business address of Chase
  Bank London is Trinity Tower, 5thFloor, London E1 9YT, United
  Kingdom.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(7)  | As of
  December 31, 2004, based on information in the Schedule 13G filed on February
  14, 2005.  The business address of
  Merrill Lynch PCG, Inc. is 4 World Financial Center, New York, New York
  10080.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(8)  | As of
  December 31, 2004, based on information in the Schedule 13G filed on February
  15, 2005.  The Triage Group consists
  of Triage Capital LF Group LLC, a Delaware limited liability company (Triage
  Capital) that acts as a general partner to (i) a general partner of
  different funds and an investment manager of a managed account and (ii) an
  investment manager of a Cayman Islands company, and Leonid Frenkel, who is
  (i) the managing member of Triage Capital and controls its business
  activities and (ii) the manager of another limited liability company.  The business address of the Triage Group
  is 401 City Avenue, Suite 800, Bala Cynwyd, Pennsylvania 19004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(9)  | Includes
  21,250 shares of restricted stock that will vest within 60 days of the date
  of this prospectus and 30,000 shares subject to presently exercisable stock
  options and options that will vest within 60 days of the date of this
  prospectus.  Mr. Sochas business
  address is c/o James River Coal Company, 901 E. Byrd Street, Suite 1600,
  Richmond, Virginia 23219.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(10) | Includes 333
  shares of restricted stock that will vest within 60 days of the date of this
  prospectus and 3,333 shares subject to presently exercisable stock options
  and options that will vest within 60 days of the date of this
  prospectus.  Mr. Crowns business
  address is c/o James River Coal Company, 901 E. Byrd Street, Suite 1600, Richmond,
  Virginia 23219.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(11) | Includes 333
  shares of restricted stock that will vest within 60 days of the date of this
  prospectus and 3,333 shares subject to presently exercisable stock options
  and options that will vest within 60 days of the date of this
  prospectus.  Mr. Kujawas business
  address is c/o James River Coal Company, 901 E. Byrd Street, Suite 1600,
  Richmond, Virginia 23219.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(12) | Includes 333
  shares of restricted stock that will vest within 60 days of the date of this
  prospectus and 3,333 shares subject to presently exercisable stock options
  and options that will vest within 60 days of the date of this
  prospectus.  Mr. Vinings business
  address is c/o James River Coal Company, 901 E. Byrd Street, Suite 1600,
  Richmond, Virginia 23219.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(13) | Includes 333
  shares of restricted stock that will vest within 60 days of the date of this
  prospectus and 3,333 shares subject to presently exercisable stock options
  and options that will vest within 60 days of the date of this prospectus.  Mr. Wilsons business address is 900 Third
  Avenue, 33rdFloor, New York, New York 10022.  Mr. Wilson is one of three individual
  general partners of Carl Marks Management Company, L.P., a Delaware                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

17

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | limited
  partnership and registered investment advisor, which is the sole general
  partner of (i) Carl Marks Strategic Investments, L.P., a Delaware limited
  partnership and private investment partnership, and (ii) Carl Marks Strategic
  Investments III, L.P., a Delaware limited partnership and private investment
  partnership.  The shares of common
  stock which are owned by Carl Marks Strategic Investments, L.P. and Carl
  Marks Strategic Investments III, L.P. may be deemed to be beneficially owned
  indirectly, on a shared basis, by Mr. Wilson and the other individual general
  partners of Carl Marks Management Company, L.P., who share the power to
  direct the vote or dispose of such securities.
|(14) | Includes
  13,750 shares of restricted stock that will vest within 60 days of the date
  of this prospectus.  Mr. Hopkins
  business address is c/o James River Coal Company, 901 E. Byrd Street, Suite
  1600, Richmond, Virginia 23219.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(15) | Mr. Lanes
  business address is c/o James River Coal Company, 901 E. Byrd Street, Suite
  1600, Richmond, Virginia 23219.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(16) | Mr.
  Crawfords business address is c/o James River Coal Company, 901 E. Byrd
  Street, Suite 1600, Richmond, Virginia 23219.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(17) | Mr.
  Sullivans business address is c/o James River Coal Company, 901 E. Byrd
  Street, Suite 1600, Richmond, Virginia 23219.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In
February 2004, we sold 10,000 tons of coal to Ellett Valley CC, Inc., the coal
industry consulting company that is 100% owned and controlled by Mr. Vining, a
Company director.  The total price of
the coal was $500,000, which was consistent with then-prevailing market rates
for comparable coal.  Ellett Valley CC,
Inc., acting as a broker, then resold the coal.  This transaction took place before Mr. Vining was considered for
service as a director of the Company.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Pursuant
to the Audit Committee Charter, the Audit Committee appoints the firm that will
serve as the Companys independent accountants each year.  Such appointment is not subject to
ratification or other vote by the shareholders.  KPMG LLP was the independent registered public accounting firm
for the Company for 2004, and has been retained as the Companys independent
registered public accounting firm for 2005.

Fees

The
following table summarizes the aggregate fees billed to the Company by KPMG
LLP:

|                       |  |      |     |      |   |     | 
|---------------------- |  | ---- | --- | ---- | - | --- | 
|($ in thousands)       |  | 2004 |     | 2003 |  
|                       |  |      |     |      |  
|Audit Fees (1)         |  | $    | 639 |      | $ | 199 | 
|Audit-Related Fees (2) |  |      | 22  |      |   | 26  | 
|Tax Fees               |  |      | 144 |      |   | 172 | 
|All Other Fees         |  |      | -   |      |   | -   | 
|                       |  |      |     |      |   |     | 
|Total                  |  | $    | 805 |      | $ | 397 | 
|                       |  |      |     |      |   |     | 



---

|(1) | Fees for audit services billed in 2004 consisted of the audit of the Companys
consolidated financial statements in accordance with auditing standards
generally accepted in the United States of America ($193), quarterly reviews of
unaudited consolidated financial statements ($97), and services in connection
with the Companys SEC S-1 registration statement ($349). Fees for audit
services billed in 2003 consisted entirely of the audit of the Companys
consolidated financial statements in accordance with auditing standards
generally accepted in the United States of America.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Audit-Related fees billed in 2004
  and 2003 consisted of services related to our benefit plans.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

Approval of Audit and Non-Audit Services

The
Audit Committee 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

18

---

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.

19

---

PART IV

ITEM
15.        EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES

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

1.          Financial
Statements

See
Financial Statements beginning on page 60 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 |  | Description                                                                                                                                                                                                              
|                 |  |                                                                                                                                                                                                                          
|2.1#             |  | Second Amended Joint Plan
  of Reorganization Under Chapter 11 of the Bankruptcy Code of the Registrant
  and its Subsidiaries, dated as of April 20, 2004                                                               
|                 |  |                                                                                                                                                                                                                          
|3.1#             |  | Amended and Restated
  Articles of Incorporation of the Registrant, as Amended                                                                                                                                           
|                 |  |                                                                                                                                                                                                                          
|3.2#             |  | Amended and Restated
  Bylaws of the Registrant                                                                                                                                                                          
|                 |  |                                                                                                                                                                                                                          
|4.1#             |  | Specimen common stock
  certificate                                                                                                                                                                                      
|                 |  |                                                                                                                                                                                                                          
|4.2#             |  | Rights Agreement between
  the Registrant and SunTrust Bank as Rights Agent, dated as of May 25, 2004                                                                                                                    
|                 |  |                                                                                                                                                                                                                          
|10.1#            |  | Registration Rights
  Agreement by and among the Registrant and the Shareholders identified
  therein, dated May 6, 2004                                                                                                 
|                 |  |                                                                                                                                                                                                                          
|10.2#            |  | Loan and Security
  Agreement by and among the Registrant and its Subsidiaries, the Lenders that
  are Signatories thereto, Wells Fargo Foothill, Inc. and Morgan Stanley Senior
  Funding, Inc., dated as of May 6, 2004
|                 |  |                                                                                                                                                                                                                          
|10.3#            |  | $75,000,000 Term Loan
  Agreement by and among the Registrant and its Subsidiaries, the Lenders from
  time to time party thereto and BNY Asset Solutions LLC, dated as of May 6,
  2004                                 
|                 |  |                                                                                                                                                                                                                          
|10.4*#           |  | Employment Agreement
  between the Registrant and Peter T. Socha, dated as of May 7, 2004                                                                                                                                
|                 |  |                                                                                                                                                                                                                          
|10.5*#           |  | 2004 Equity Incentive Plan
  of the Registrant                                                                                                                                                                           
|                 |  |                                                                                                                                                                                                                          
|10.6#            |  | Form of Indemnification
  Agreement between the Registrant and its officers and directors                                                                                                                                
|                 |  |                                                                                                                                                                                                                          
|10.7**#          |  | Agreement for Purchase and
  Sale of Coal among Georgia Power Company, the Registrant and James River Coal
  Sales, Inc., dated as of March 11, 2004                                                                     
|                 |  |                                                                                                                                                                                                                          
|10.8**#          |  | Fuel Supply Agreement
  #141944 between South Carolina Public Service Authority and the Registrant,
  dated as of March 1, 2004                                                                                          
|                 |  |                                                                                                                                                                                                                          
|21#              |  | Subsidiaries of the
  Registrant                                                                                                                                                                                         

20

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|       |  |                                                                                                                                                                                                                                                          
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|23.1## |  | Consent of Marshall Miller
  & Associates, Inc.                                                                                                                                                                                                          
|       |  |                                                                                                                                                                                                                                                          
|23.2## |  | Consent of KPMG LLP                                                                                                                                                                                                                                      
|       |  |                                                                                                                                                                                                                                                          
|31.1   |  | 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.                         

|   |                                                                                                                                                                                               
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*  | Management contract or
  compensatory plan or arrangement.                                                                                                                                    
|** | Portions of these
  documents have been omitted and filed separately with the Securities and
  Exchange Commission pursuant to a request for confidential treatment of the
  omitted portions.
|#  | Filed in the Companys
  Registration Statement on Form S-1, initially filed as of August
  13, 2004, as amended.                                                                             
|## | Filed on March 31,
  2005 as an exhibit to the Companys 2004 Annual Report on Form 10-K.                                                                                                     

21

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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 2nd
day of May, 2005.

| | JAMES
  RIVER COAL COMPANY             
| | ---------------------------------------
| |                                        
| | By:                                    
| |                                        
| | Peter T. Socha                         
| | Chairman of the Board,                 
| | President and Chief Executive
  Officer
| | (principal executive officer)          

22

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