**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C.**





**FORM
      10-K/A**


**Amendment
      No. 1**





**ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**








For
                the fiscal year ended
            Commission
                File Number**December
                31, 2005**
            **000-51129**


**JAMES
      RIVER COAL COMPANY**


(Exact
      name of registrant as specified in its charter)




**Virginia**
            
            **54-1602012**(State
                or other jurisdiction
            
            (I.R.S.
                Employerof
                incorporation or organization)
            
            Identification
                No.)**901
                E. Byrd Street, Suite 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:
            NoneName
                of each exchangeon
                which registered:
            N/ASecurities
                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 a check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.


Yes o No ý





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


Yes o No ý





Indicate
      by check mark whether the Registrant (1) has filed all reports required to
      be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
      during the preceding 12 months (or for such shorter period that the
      Registrant was required to file such reports), and (2) has been subject to
      such filing requirements for the past 90 days.


Yes ý No o





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


o





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




Large
                accelerated filero
            Accelerated
                filerý
            Non-accelerated
                filero













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


Yes o No ý





The
      aggregate market value of the voting and non-voting common stock held by
      non-affiliates of the registrant, based upon the closing sale price of Common
      Stock, par value $0.01 per share, on June 30, 2005 as reported on the
      Nasdaq National Market, was approximately $361,970,000 million (affiliates
      being, for these purposes only, directors, executive officers and holders of
      more than 5% of the registrant’s Common Stock).





Indicate
      by check mark whether the registrant has filed all documents and reports
      required to be filed by Section 12, 13 or 15(d) of the Securities Exchange
      Act
      of 1934 subsequent to the distribution of securities under a plan confirmed
      by a
      court.


Yes ý No o


The
      number of shares of the registrant’s Common Stock, par value $.01 per share,
      outstanding as of February 15, 2006 was 16,658,380.











**EXPLANATORY
      NOTE**




This
      Amendment No. 1 to the Registrant’s 2005
      Annual Report on Form 10-K is solely for the purpose of including the
      information called for by Part III, Items 10, 11, 12, 13 and 14.  This
      information was initially omitted from the Registrant’s original 2005
      Form 10-K filing (the “Original Report”) as permitted by General
      Instruction G(3).  Exhibits 31.1, 31.2, 32.1 and 32.2 are being currently
      dated and filed herewith, but are unchanged from those filed in the Original
      Report, except that Exhibits 31.1 and 31.2 have been revised to reflect the
      fact
      that this Amendment No. 1 neither contains nor amends the Registrant’s financial
      statements.  No other changes to the Original Report have been made. 
This Amendment No. 1 does not reflect events occurring after the filing of
      the Original Report or modify or update the disclosures therein in any way
      other
      than as described above.

































**PART
      III**





**ITEM
      10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE
      REGISTRANT**





**Executive
      Officers and Directors**





The
      following table sets forth the names, ages and positions of our executive
      officers and directors as of April 28, 2006:





**Name**
            **Age**
            **Position**Peter
                T. Socha
            47
            Chairman,
                President and Chief Executive OfficerCoy
                K. Lane, Jr.
            45
            Senior
                Vice President and Chief Operating OfficerSamuel
                M. Hopkins II
            49
            Vice
                President and Chief Accounting OfficerAlan
                F. Crown
            58
            DirectorLeonard
                J. Kujawa
            73
            DirectorJoseph
                H. Vipperman
            65
            DirectorJames
                F. Wilson
            48
            Director





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





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





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





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





*Alan
      F. Crown* . Mr.
      Crown
      has been a Director since May 2004. He has 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 eleven years,
      Mr.
      Kujawa has participated extensively in the restructuring and privatization
      of
      energy companies around the world. Mr. Kujawa was a Senior Advisor to Cambridge
      Energy Research Associates, leading their program for Chief Financial Officers
      and Chief Risk Officers. Mr. Kujawa currently serves as a utility industry
      financial consultant in Asia. He also serves on the Board of Directors of
      Schweitzer-Mauduit International, Inc. and China Tobacco Mauduit (Jiangmen)
      Paper Industry Company. 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.





4








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





*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 Vipperman. The Board has
      determined that Mr. Kujawa satisfies the “audit committee financial expert”
criteria adopted by the SEC under Section 407 of the Sarbanes-Oxley Act of
      2002
      and serves as the Audit Committee Chairman. The members of the Audit Committee
      are all independent and meet the financial literacy requirements of the Nasdaq
      listing standards.





**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 2005 all Section 16(a) filing
      requirements applicable to its executive officers, directors and shareholders
      were complied with, with the exception of the following:





Alan
      F.
      Crown, Leonard J. Kujawa and James F. Wilson received grants of restricted
      stock
      and stock options on May 7, 2005, but inadvertently did not file Form 4s
      reporting the grants until June 17 (Crown and Kujawa) and June 20 (Wilson),
      2005. These Form 4s were not filed on a timely basis.





Joseph
      H.
      Vipperman joined the Company’s Board and received grants of restricted stock and
      stock options on June 6, 2005, but inadvertently did not file a Form 3 until
      June 23, 2005. This Form 3 was not filed on a timely basis.





Coy
      K.
      Lane, Jr. received a grant of restricted stock on July 1, 2005, but
      inadvertently did not file a Form 4 reporting the grant until October 20, 2005.
      This Form 4 was not filed on a timely basis.





Carl
      Marks Strategic Investments, L.P. (“CMSI”), a Delaware limited partnership and
      private investment partnership, and Carl Marks Strategic Investments, III,
      L.P.
      (“CMSIIII”), a Delaware limited partnership and private investment partnership,
      sold an aggregate of 2,000,000 shares of the Company’s common stock in a
      registered, underwritten public offering on May 24, 2005. Andrew M. Boas, Robert
      C. Ruocco and James F. Wilson, a director of the Company, are the three general
      partners of Carl Marks Management Company, L.P. (“CMMC”), a Delaware limited
      partnership and registered investment adviser, which is the sole general partner
      of CMSI and CMSIIII. CMMC and Messrs. Boas, Ruocco and Wilson inadvertently
      did
      not file Form 4s reporting the sale until June 22, 2005. These
      Form 4s were not filed on a timely basis.





**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








**ITEM
      11.   EXECUTIVE COMPENSATION**





**Summary
      Compensation Table**





The
      following table sets forth information for the fiscal years ended December
      31,
      2005, 2004 and 2003 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, 2005 who earned in excess of $100,000
      in
      salary and bonus during 2005 (collectively, the “Named Executive Officers”). As
      of December 31, 2005, we did not have any executive officers other than those
      listed below.





**Annual
                Compensation (1)**
            
            **Long
                Term Compensation****Awards**
            
            **Payouts****Restricted**
            
            
            
            **Securities**
            
            
            
            **All
                Other****Fiscal**
            
            
            
            
            
            **Stock**
            
            
            
            **Underlying**
            
            **LTIP**
            
            **Compensation****Name
                and Principal Position**
            
            **Year**
            
            **Salary**
            
            **Bonus**
            
            **Awards**
            
            
            
            **Options
                (#)**
            
            **Payouts**Peter
                T. Socha (4)
            
            2005
            
            $
            376,260
            
            $
            —
            
            $
            —
            
            
            
            
            
            —
            
            $
            —
            
            $
            —Chairman
                of the Board,
            
            2004
            
            
            409,798
            
            
            601,000
            
            
            1,032,750
            
            (2)
            
            
            
            150,000
            
            
            —
            
            
            —President
                and Chief
            
            2003
            
            
            312,559
            
            
            —
            
            
            —
            
            
            
            
            
            —
            
            
            —
            
            
            —Executive
                OfficerCoy
                K. Lane, Jr. (5)
            
            2005
            
            
            211,267
            
            
            —
            
            
            3,671,750
            
            (3)
            
            
            
            —
            
            
            —
            
            
            —Senior
                Vice President and
            
            2004
            
            
            —
            
            
            —
            
            
            —
            
            
            
            
            
            —
            
            
            —
            
            
            —Chief
                Operating Officer
            
            2003
            
            
            —
            
            
            —
            
            
            —
            
            
            
            
            
            —
            
            
            —
            
            
            —Samuel
                M. Hopkins, II (6)
            
            2005
            
            
            140,414
            
            
            —
            
            
            —
            
            
            
            
            
            —
            
            
            —
            
            
            —Vice
                President and
            
            2004
            
            
            145,799
            
            
            50,000
            
            
            315,563
            
            (2)
            
            
            
            —
            
            
            —
            
            
            —Chief
                Accounting Officer
            
            2003
            
            
            31,334
            
            
            —
            
            
            —
            
            
            
            
            
            —
            
            
            —
            
            
            —





(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: 206,250 of the shares are time-vested
                and vest in five equal annual installments, beginning on May 25,
                2005, the
                first anniversary of the date of the grant, and the remaining 18,750
                shares are performance-vested and vested upon the achievement of
                designated corporate performance criteria.Mr.
                Hopkins’ shares vest in five equal annual installments, beginning on
                May 25, 2005. As of December 31, 2005, Mr. Socha held 225,000
                restricted shares with an aggregate value of $8,595,000, and Mr.
                Hopkins
                held 68,750 restricted shares with an aggregate value of
                $2,626,250.


(3)
            Represents
                the market value of the restricted stock at the date of grant. Mr.
                Lane’s
                shares of restricted stock vest as follows: 25% of the shares vest
                in five
                equal annual installments, beginning on May 25, 2006, andthe
                remaining 75% of the sharesvest in five equal annual installments beginning on November 1, 2006.
                As
                of December 31, 2005, Mr. Lane held 100,000 restricted shares with
                an
                aggregate value of $3,820,000.


(4)
            Mr.
                Socha joined the Company in March
                2003.


(5)
            Mr.
                Lane joined the Company in January
                2005.


(6)
            Mr.
                Hopkins joined the Company in September
                2003.





**Option
      Grants in Fiscal 2005**





No
      options were granted to Named Executive Officers during fiscal
      2005.





6








**Fiscal
      Year-End Option Values**





No
      Company-granted options were exercised by any Named Executive Officers during
      fiscal 2005. The following table sets forth the year-end value of unexercised
      options held by the Named Executive Officers at December 31,
      2005.





**Number
                of Securities**
              **Underlying
                Unexercised**
              **Options
                at December 31, 2005**
            
            **Value
                of Unexercised**
              **In-the-Money
                Options at**
              **December
                31, 2005(1)****Name**
            
            **Exercisable**
            
            **Unexercisable**
            
            **Exercisable**
            
            **Unexercisable**Peter
                T. Socha
            
            
            30,000
            
            
            120,000
            
            
            $822,000
            
            
            $3,288,000Coy
                K. Lane, Jr.
            
            
            -
            
            
            -
            
            
            -
            
            
            -Samuel
                M. Hopkins, II
            
            
            -
            
            
            -
            
            
            -
            
            
            -


**_________________**




(1)
            Represents
                aggregate market value of shares under option as of December 31,
                2005,
                using the closing price of $38.20 at such date, less 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 $210,000 annual limit imposed by the
      Internal Revenue Service for the 2005 calendar year. The Internal Revenue Code
      limits the amount of annual benefits which may be payable from the pension
      trust.





The
      following table illustrates the straight life annuity amounts payable under
      the
      pension plan to our employees retiring at age 65 in 2005. 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
            
            $
                19,087
            
            $
                25,450
            
            $
                31,812
            
            $
                38,175
            
            $
                44,537$
                150,000
            
            $
                23,775
            
            $
                31,700
            
            $
                39,625
            
            $
                47,550
            
            $
                55,475$
                175,000
            
            $
                28,462
            
            $
                37,950
            
            $
                47,437
            
            $
                56,925
            
            $
                66,412$
                200,000
            
            $
                33,150
            
            $
                44,200
            
            $
                55,250
            
            $
                66,300
            
            $
                77,350$
                210,000*
            
            $
                35,025
            
            $
                46,700
            
            $
                58,375
            
            $
                70,050
            
            $
                81,725


_____________________


*
      There
      is a $210,000 cap on compensation under our pension plan; accordingly, each
      remuneration level greater than $210,000 provides the same level of
      benefits.





The
      years
      of service credited for retirement benefits for the Named Executive Officers
      as
      of October 1, 2005, the last valuation date under the plan, are as
      follows:





Peter
                T. Socha
            2.00Coy
                K. Lane, Jr.
            1.00Samuel
                M. Hopkins, II
            2.00








7








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





*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 term of
      the
      agreement was extended for an additional year in June 2005. 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, 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). Based
      on the annual audit for the year ended December 31, 2005, the Company did not
      achieve the established performance criteria for 2004 and 2005 EBITDA, and
      therefore 75,000 shares did not vest. The remaining 18,750 shares vested based
      upon the successful development of the new mine at McCoy Elkhorn. 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.





8








**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 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. On May 7, 2005, we granted 1,000 restricted shares of
      our
      common stock and options to acquire 10,000 shares of our common stock for $33.57
      per share to each of our non-employee directors. When he joined the board on
      June 6, 2005, we granted 1,000 restricted shares of our common stock and options
      to acquire 10,000 shares of our common stock for $33.75 per share to Joseph
      H.
      Vipperman. The restricted shares and options all vest in three equal annual
      installments, beginning on May 25, 2006. 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 currently consists of Alan F. Crown, Joseph H. Vipperman
      (committee chair) and James F. Wilson. Until his resignation from the Board
      of
      Directors on May 31, 2005, Paul H. Vining served as chair of the compensation
      committee. 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.





**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
      initial members of the Compensation Committee were elected upon emergence from
      bankruptcy in May 2004. Upon the resignation from the Board of Directors of
      Paul
      H. Vining on May 31, 2005, Joseph H. Vipperman was elected to serve on the
      Board
      of Directors and as chair of the Compensation Committee. Since our emergence
      from bankruptcy, 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 base salary of $376,260 for the
      year ended December 31, 2005, as established by his employment agreement
      with the Company, as discussed under “Employment Contracts, Termination of
      Employment, Severance and Change-in-Control Arrangements.”





**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.





9











For
      2005,
      none of the named executive officers received a bonus.





**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 342,470
      shares of Common Stock were awarded to officers and employees during the year
      ended December 31, 2005. No options were granted to the Named Executive
      Officers in 2005. 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        Joseph H. Vipperman,
      Chairman       James F. Wilson






















10





**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, 2005 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
            
            86,000
            
            $24.13
            
            399,608Equity
                Compensation Plans Not
              Approved
                by Shareholders
            
            150,000
            
            $10.80
            
            N/A





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



















11





**Security
      Ownership of Certain Beneficial Owners and Management**





The
      following table sets forth information, as of February 14, 2006 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)**Pirate
                Capital Group (3)
            2,435,000
            14.62%Glencore
                Finance AG (4)
            2,433,948
            14.61%Artisan
                Group (5)
            1,020,900
            6.13%Westfield
                Capital Management Co., LLC (6)
            950,450
            5.71%Peter
                T. Socha (7)
            161,250
            *Alan
                F. Crown (8)
            10,998
            *Leonard
                J. Kujawa (9)
            10,998
            *Joseph
                H. Vipperman (10)
            3,666
            *James
                F. Wilson (11)
            762,650
            4.58%Samuel
                M. Hopkins II (12)
            27,500
            *Coy
                K. Lane, Jr. (13)
            5,000
            *Executive
                Officers and Directors as a Group (7 persons)
            982,062
            5.90%


_______________


*
            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 report.


(2)
            In
                calculating the percentage owned, we assumed that any options for
                the
                purchase of common stock that are exercisable by that shareholder
                within
                60 days of the date of this report are exercised by that shareholder
                (and
                the underlying shares of common stock issued). The total number of
                shares
                outstanding used in calculating the percentage owned assumes a base
                of
                16,658,380 shares of common stock outstanding as of February 15,
                2006 and
                no exercise of options held by other
                shareholders.


(3)
            As
                of March 23, 2006, based on information in the Schedule 13D/A filed
                on
                March 24, 2006. Includes 400,000 shares subject to presently exercisable
                stock options. The Pirate Capital Group includes Pirate Capital,
                LLC, a
                Delaware limited liability company, and Thomas R. Hudson Jr., the
                principal of Pirate Capital, LLC. The business address of the Pirate
                Capital Group is 200 Connecticut Avenue, 4thFloor, Norwalk, Connecticut 06854.


(4)
            As
                of May 31, 2005, based on information in the Schedule 13D/A filed
                on June
                2, 2005. The business address of Glencore Finance AG is Baarermattstrasse
                3, CH-6341 Baar, Switzerland.


(5)
            As
                of December 31, 2005, based on information in the Schedule 13G filed
                on
                January 27, 2006. The Artisan Group includes Artisan Partners Limited
                Partnership (“Artisan Partners”), Artisan Investment Corporation, the
                general partner of Artisan Partners (“Artisan Corp.”), Andrew A. Ziegler
                and Carlene Murphy Ziegler. Artisan Partners is an investment adviser
                registered under section 203 of the Investment Advisers Act of 1940;
                Artisan Corp. is the General Partner of Artisan Partners; Mr. Ziegler
                and
                Ms. Ziegler are the principal stockholders of Artisan Corp. The business
                address of the Artisan Group is 875 East Wisconsin Avenue, Suite
                800,
                Milwaukee, WI 53202.


(6)
            As
                of December 31, 2005, based on information in the Schedule 13G filed
                on
                February 13, 2006. The business address of Westfield Capital Management
                Co., LLC is One Financial Center, 24th Floor, Boston, MA
                02111-2690.





12








(7)
            Includes
                41,250 shares of restricted stock that will vest within 60 days of
                the
                date of this report and 60,000 shares subject to presently exercisable
                stock options and options that will vest within 60 days of the date
                of
                this report. Mr. Socha’s business address is c/o James River Coal Company,
                901 E. Byrd Street, Suite 1600, Richmond, Virginia
                23219.


(8)
            Includes
                666 shares of restricted stock that will vest within 60 days of the
                date
                of this report and 9,999 shares subject to presently exercisable
                stock
                options and options that will vest within 60 days of the date of
                this
                report. Mr. Crown’s business address is c/o TransLoad America LLC, 155 St.
                John’s Place, Suite 204, St. Augustine, Florida
                32095.


(9)
            Includes
                666 shares of restricted stock that will vest within 60 days of the
                date
                of this report and 9,999 shares subject to presently exercisable
                stock
                options and options that will vest within 60 days of the date of
                this
                report. Mr. Kujawa’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 report and 3,333 shares subject to presently exercisable
                stock
                options and options that will vest within 60 days of the date of
                this
                report. Mr. Vipperman’s business address is c/o James River Coal Company,
                901 E. Byrd Street, Suite 1600, Richmond, Virginia
                23219.


(11)
            Includes
                666 shares of restricted stock that will vest within 60 days of the
                date
                of this report and 9,999 shares subject to presently exercisable
                stock
                options and options that will vest within 60 days of the date of
                this
                report. 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
                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 751,652 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.


(12)
            Includes
                13,750 shares of restricted stock that will vest within 60 days of
                the
                date of this report. Mr. Hopkins’ business address is c/o James River Coal
                Company, 901 E. Byrd Street, Suite 1600, Richmond, Virginia
                23219.


(13)
            Includes
                5,000 shares of restricted stock that will vest within 60 days of
                the date
                of this report. Mr. Lane’s business address is c/o James River Coal
                Company, 120 Prosperous Place, Suite 110, Lexington, Kentucky
                40509.





**ITEM
      13.   CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS**





On
      May 6,
      2004, we entered into a registration rights agreement with, among other
      shareholders, Carl Marks Strategic Investments, L.P. and Carl Marks Strategic
      Investments III, L.P. James F. Wilson, one of our directors, is one of three
      individual general partners of Carl Marks Management Company, L.P., a Delaware
      limited partnership and registered investment advisor, which is the sole general
      partner of Carl Marks Strategic Investments, L.P. and Carl Marks Strategic
      Investments III, L.P. Pursuant to the registration rights agreement, each
      shareholder party, or their assignees, has certain demand and piggyback
      registration rights that entitle them to have their shares registered under
      the
      Securities Act under certain circumstances. We have agreed to pay all
      registration expenses, other than underwriting discounts and commissions and
      other selling expenses, in connection with any such registration.





We
      entered into an agreement on March 23, 2006 with Pirate Capital, LLC providing,
      among other things, that if Pirate Capital submits notice on or before April
      30,
      2006 regarding business to be conducted or candidates to be nominated, or both,
      at our 2006 annual meeting of shareholders, then such notice will be deemed
      to
      have been timely delivered, and, if such notice is timely delivered, then we
      would not hold the 2006 annual meeting until at least 75 days following receipt
      of such notice. On April 27, 2006, we amended such agreement with Pirate Capital
      to provide that notices submitted before July 17, 2006 would be deemed timely
      delivered and that we would not hold the annual meeting until 75 days following
      receipt of any such notice.





**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 2005, and
      has
      been retained as the Company’s independent registered public accounting firm for
      2006.





13











**Fees**





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





($
                in thousands)
            
            2005
            
            2004Audit
                Fees (1)
            
            $
            701
            
            $
            639Audit-Related
                Fees (2)
            
            
            24
            
            
            22Tax
                Fees
            
            
            141
            
            
            144All
                Other Fees
            
            
            -
            
            
            -Total
            
            $
            866
            
            $
            805


**_________________**




(1)
            Fees
                for audit services billed in 2005 consisted of the audit of the Company’s
                consolidated financial statements in accordance with auditing standards
                generally accepted in the United States of America ($393), quarterly
                reviews of unaudited consolidated financial statements ($75), and
                services
                in connection with the Company’s registration statements ($233). 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).


(2)
            Other
                fees billed in 2005 and 2004 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 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.





14





**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**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.
















15





**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
      1 st day of
      May, 2006.




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








Know
      all
      men by these presents, that each person whose signature appears below
      constitutes and appoints Peter T. Socha and Samuel M. Hopkins, II, or either
      of
      them, as attorneys-in-fact, with power of substitution, for him in any and
      all
      capacities, to sign any amendments to this annual report on Form 10-K, and
      to file the same, with exhibits thereto, and other documents in connection
      therewith, with the Securities and Exchange Commission, hereby ratifying and
      confirming all that said attorneys-in-fact may do or cause to be done by virtue
      hereof.





Pursuant
      to the requirements of the Securities Exchange Act of 1934, this Report has
      been
      signed below by the following persons on behalf of the Registrant in the
      capacities indicated on the 16 day of March, 2006.





Signature
            Title/s/
                Peter T. Socha
              
              Peter
                T. Socha
            Chairman
                of the Board, President and Chief Executive Officer (principal executive
                officer)/s/
                Samuel M. Hopkins, II
              
              Samuel
                M. Hopkins, II
            Vice
                President and Chief Accounting Officer (principal financial officer
                and
                principal accounting officer)/s/
                Alan F. Crown
              
              Alan
                F. Crown
            Director/s/
                Leonard J. Kujawa
              
              Leonard
                J. Kujawa
            Director/s/
                Joseph H. Vipperman
              
              Joseph
                H. Vipperman
            Director/s/
                James F. Wilson
              
              James
                F. Wilson
            Director













16