<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q

            [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997

                                       OR

           [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                        Commission file number: 1-13298

                          ZEIGLER COAL HOLDING COMPANY
             (Exact name of registrant as specified in its charter)



                DELAWARE                            36-3344449
         (State of incorporation)      (I.R.S. Employer Identification No.)


          
         50 JEROME LANE
    FAIRVIEW HEIGHTS, ILLINOIS         62208               (618)394-2400
      (Address of principal          (Zip Code)      (Registrant's telephone 
       executive offices)                          number, including area code)



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 report(s), and (2) has been subject to
such filing requirements for the past 90 days.   [x] Yes   [  ] No


As of May 9, 1997, a total of 28,326,361 shares of the Registrant's common
stock were outstanding.


<PAGE>   2



                          ZEIGLER COAL HOLDING COMPANY
                                   FORM 10-Q
                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997



                               TABLE OF CONTENTS



<TABLE>
<CAPTION>
ITEM                                                                     PAGE
<S>  <C>                                                                 <C>

                                     PART I


1    FINANCIAL STATEMENTS:

           Condensed Consolidated Statements of Operations - Three Months
             Ended March 31, 1997 and 1996 ..............................  2

           Condensed Consolidated Balance Sheets - March 31, 1997 and
              December 31, 1996..........................................  3

           Condensed Consolidated Statements of Cash Flows - Three Months
             Ended March 31, 1997 and 1996 ..............................  5

           Notes to Condensed Consolidated Financial Statements .........  6

2    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS ..........................................  7



                                    PART II


1    LEGAL PROCEEDINGS ...................................................  9

6    EXHIBITS AND REPORTS ON FORM 8-K .................................... 10


SIGNATURES ............................................................... 11
</TABLE>



                                       i
<PAGE>   3

                         PART 1 - FINANCIAL INFORMATION


                          ITEM 1. FINANCIAL STATEMENTS









                             (See following pages.)





                                       1

<PAGE>   4

                 ZEIGLER COAL HOLDING COMPANY AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                (Amounts in thousands, except per share amounts)



<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                                March 31,
                                                                ---------
                                                             1997         1996
                                                             ----         ----
                                                      (Unaudited)  (Unaudited)
   REVENUES:
<S>                                                    <C>          <C>
     Coal sales ....................................     $152,152     $172,923
     Other revenues ................................       12,500        8,095
                                                         --------     --------
       Total revenues ..............................      164,652      181,018
                                                         --------     --------

   COSTS AND EXPENSES:
     Cost of coal sales ............................      128,231      153,026
     Selling, general and administrative expenses ..        5,272        4,658
     Other costs and expenses ......................       11,168        5,372
                                                         --------     --------
       Total costs and expenses ....................      144,671      163,056
                                                         --------     --------

   OPERATING EARNINGS ............................         19,981       17,962

   INTEREST EXPENSE ..............................          4,111        5,777
                                                         --------     --------

   EARNINGS BEFORE TAXES ........................          15,870       12,185
                                                         
   TAXES .........................................          2,856        2,072
                                                         --------     --------

   NET EARNINGS ..................................       $ 13,014     $ 10,113
                                                         ========     ========

   WEIGHTED AVERAGE SHARES OUTSTANDING ...........         28,395       28,356
                                                         ========     ========

   EARNINGS PER COMMON SHARE ....................        $   0.46     $   0.36
                                                         ========     ========
</TABLE>



           See notes to condensed consolidated financial statements.

                                       2

<PAGE>   5

                 ZEIGLER COAL HOLDING COMPANY AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                (Amounts in thousands, except per share amounts)



<TABLE>
<CAPTION>
                                                                        March 31,      December 31,
                                                                          1997             1996    
                                                                          ----             ----    
                                                                       (Unaudited)          *      
                           ASSETS
                           ------
<S>                                                                  <C>            <C>            
CURRENT ASSETS:                                                                                    
  Cash and cash equivalents .......................................     $  117,348     $  108,321  
  Receivables:                                                                                     
    Trade accounts receivable (net of allowances of $2,862 and                                        
      $2,840) .....................................................         53,830         51,122  
    Other receivables .............................................          6,013          3,974  
                                                                       -----------    -----------  
       Total receivables, net .....................................         59,843         55,096  
                                                                                                   
Inventories:                                                                                       
  Coal finished goods .............................................         12,065         12,525         
  Coal work in process ............................................          9,400          8,744         
  Mine supplies ...................................................         19,860         20,093         
                                                                       -----------    -----------  
       Total inventories ..........................................         41,325         41,362    
                                                                                                   
Other current assets ..............................................         14,184         13,173  
                                                                        ----------     ----------  
       Total current assets .......................................        232,700        217,952   
                                                                        ----------     ----------  
PROPERTY, PLANT AND EQUIPMENT:                                                                     
  Land and mineral rights .........................................        627,408        627,369   
  Prepaid royalties ...............................................         21,980         21,705   
  Plant and equipment .............................................        495,957        493,962   
                                                                        ----------     ----------   
       Total at cost ..............................................      1,145,345      1,143,036   
  Less - Accumulated depreciation, depletion and amortization .....       (333,329)      (324,166)  
                                                                        ----------     ----------   
  Property, plant and equipment, net ..............................        812,016        818,870   
                                                                        ----------     ----------    
OTHER LONG-TERM ASSETS ............................................         13,022         13,803   
                                                                        ----------     ----------   
                                                                                                   
TOTAL ASSETS ......................................................     $1,057,738     $1,050,625   
                                                                        ==========     ==========   
</TABLE> 


* Condensed from audited financial statements.



           See notes to condensed consolidated financial statements.

                                       3

<PAGE>   6


                 ZEIGLER COAL HOLDING COMPANY AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                (Amounts in thousands, except per share amounts)


<TABLE>
<CAPTION>
                                                                      March 31,      December 31,  
                                                                        1997             1996      
                                                                        ----             ----      
                                                                     (Unaudited)           *       
            LIABILITIES AND SHAREHOLDERS' EQUITY           
<S>                                                               <C>               <C>
CURRENT LIABILITIES:                                                                             
  Accounts payable - trade ................................        $   34,927       $   38,895   
  Dividends payable .......................................             2,130            2,128   
  Taxes payable ...........................................            27,716           24,740   
  Accrued payroll .........................................            21,146           23,807   
  Other accrued expenses ..................................            48,772           43,452   
                                                                   ----------       ----------   
        Total current liabilities .........................           134,691          133,022   
LONG-TERM DEBT ............................................           344,770          344,770   
ACCRUED POSTRETIREMENT BENEFIT OBLIGATIONS ................           247,398          245,385   
ACCRUED PNEUMOCONIOSIS BENEFITS ...........................            45,134           46,256   
ACCRUED MINE CLOSING COSTS ................................            70,368           75,663   
DEFERRED TAXES ............................................            14,771           13,033   
OTHER LONG-TERM LIABILITIES ...............................            56,747           59,890   
                                                                                                 
COMMITMENTS AND CONTINGENCIES .............................                 -                -   
                                                                   ----------       ----------   
                                                                                                 
        Total liabilities .................................           913,879          918,019   
                                                                   ----------       ----------   
                                                                                                 
SHAREHOLDERS' EQUITY:                                                                            
  Common stock - $0.01 par value - authorized shares,                                            
    50,000; issued shares, 28,404 at March 31, 1997 and 
    28,377 at December 31, 1996............................               284              284                                
  Capital in excess of par value ..........................            72,576           72,191   
  Retained earnings .......................................            70,999           60,131   
                                                                   ----------       ----------   
        Total shareholders' equity ........................           143,859          132,606   
                                                                   ----------       ----------   
                                                                                                 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ................        $1,057,738       $1,050,625   
                                                                   ==========       ==========
</TABLE>  


* Condensed from audited financial statements.


           See notes to condensed consolidated financial statements.

                                       4
<PAGE>   7


                 ZEIGLER COAL HOLDING COMPANY AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                             (Amounts in thousands)

<TABLE>
<CAPTION>
                                                                                     Three Months Ended
                                                                                          March 31,
                                                                                          ---------
                                                                                 1997                     1996
                                                                                 ----                     ----
                                                                              (Unaudited)              (Unaudited)
<S>                                                                             <C>                      <C>                
OPERATING ACTIVITIES:                                                                                                       
  Net earnings ......................................................            $ 13,014                $ 10,113           
                                                                                 --------                --------           
  Adjustments for differences between net earnings and cash                                                                   
    flows from operating activities:                                                                                        
      Depreciation, depletion and other amortization ................              14,348                  14,896           
      Mine closing costs ............................................              (5,615)                 (2,554)           
      Stock appreciation units ......................................              (3,534)                 (3,349)           
      Deferred taxes ................................................               1,849                   1,341           
      Gain on sales of property, plant and equipment ................              (2,290)                   (642)           
      Other, net ....................................................              (1,765)                 (1,658)           
      Changes in working capital components:                                                                                
        Increase in receivables .....................................              (2,572)                 (6,404)           
        Increase in inventories .....................................                 (98)                 (2,954)           
        Increase in other current assets ............................              (1,124)                 (8,493)           
        Decrease in accounts payable - trade ........................              (3,968)                 (7,074)           
        Increase in accrued expenses and other current                                                                      
          liabilities ...............................................              13,169                  25,584           
                                                                                 --------                --------           
            Net decrease in working capital .........................               5,407                     659           
                                                                                 --------                --------           
      Total adjustments to net earnings..............................               8,400                   8,693           
                                                                                 --------                --------           
    Net cash provided by operating activities .......................              21,414                  18,806           
                                                                                 --------                --------           
                                                                                                                            
INVESTING ACTIVITIES:                                                                                                       
  Additions to property, plant and equipment ........................              (8,787)                 (7,011)           
  Cash paid for sale of Indiana assets ..............................              (4,000)                 (7,000)           
  Proceeds from sales of property, plant and equipment ..............               2,159                   1,051           
                                                                                 --------                --------           
    Net cash used in investing activities ...........................             (10,628)                (12,960)           
                                                                                 --------                --------           
                                                                                                                            
FINANCING ACTIVITIES:                                                                                                       
  Payment of dividends ..............................................              (2,128)                 (1,418)           
  Other .............................................................                 369                      23           
                                                                                 --------                --------           
    Net cash used in financing activities ...........................              (1,759)                 (1,395)           
                                                                                 --------                --------           
                                                                                                                            
    Net increase in cash and cash equivalents .......................               9,027                   4,451           
    Cash and cash equivalents, beginning of period ..................             108,321                  13,119           
                                                                                 --------                --------           
    Cash and cash equivalents, end of period ........................            $117,348                $ 17,570           
                                                                                 ========                ========           
                                                                                                                            
SUPPLEMENTAL CASH FLOW INFORMATION:                                                                                         
  Cash (received) paid for interest, net of amounts capitalized .....               $(221)                 $1,465           
  Cash paid (received) for income taxes, net of refunds .............                 147                    (527)           
</TABLE>    



           See notes to condensed consolidated financial statements.

                                       5

<PAGE>   8


                 ZEIGLER COAL HOLDING COMPANY AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)



1.   BASIS OF PRESENTATION

     The accompanying condensed consolidated financial statements of Zeigler
Coal Holding Company and subsidiaries (the "Company") at March 31, 1997 and
1996 and for the three month periods then ended, and the notes thereto, are
unaudited and do not include all of the disclosures required under generally
accepted accounting principles.   However, in the opinion of management, all
adjustments which are necessary for a fair presentation of the financial
statements have been included. These financial statements should be read in
conjunction with the audited consolidated financial statements at December 31,
1996 and for the year then ended.

     The results of operations for the three month period ended March 31, 1997
are not necessarily indicative of the results to be expected for the full year.

2.   INVENTORIES

     Inventories have been valued using the average cost method and are stated
at the lower of cost or market.

3.   NET EARNINGS PER COMMON SHARE

     Net earnings per common share is determined by dividing the weighted
average number of common shares outstanding during the period into net
earnings.   

4.   CONTINGENCIES

     See Part II, Item 1., "Legal Proceedings".

5.   RECLASSIFICATIONS

     Certain prior year amounts have been reclassified to conform with the
current year presentation.




                                       6
<PAGE>   9


          ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                     CONDITION AND RESULTS OF OPERATIONS


                 THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO
                     THE THREE MONTHS ENDED MARCH 31, 1996

RESULTS OF OPERATIONS

     COAL OPERATIONS

     Coal sales totaled $152.2 million in the first quarter of 1997, a decrease
of 12% compared to the first quarter of 1996.  This decline was largely due to
the 1996 closings of two high-sulfur coal mines in Illinois, Old Ben Mine #24
and Old Ben Mine #26; the October 1996 closing of Old Ben Mine #20 in West
Virginia; and the December 1996 expiration of Triton Coal Company's
above-market coal supply contract with Western Farmers Electric Cooperative.

     Operating earnings from coal operations increased 21% to $24.0 million in
the first quarter of 1997. This increase reflected productivity improvements,
cost containment, and revised estimates of mine closing obligations.  These 
factors were partially offset by reduced operating earnings related to the 
decline in coal sales described above.

                                            Quarter Ended March 31,
                                           --------------------------
                                            1997               1996
                                           -------            -------
                                                  (In millions)
                
     Coal sales                             $152.2             $172.9
     Cost of coal sales                      128.2              153.0
                                            ------             ------
       Operating earnings                   $ 24.0             $ 19.9
                                            ======             ======
                
     Tons sold                                 8.5                9.0



     OTHER OPERATIONS

     Other revenues for the first three months of 1997 and 1996 were largely
derived from electricity and natural gas trading, terminalling, royalties and
rents from land and mineral interests, and sales of surplus properties. The
increase in other revenues and other costs and expenses in the first three
months of 1997 compared to the same period in 1996 primarily reflected the
commencement of trading activities at EnerZ Corporation, the Company's new
energy trading and marketing subsidiary.


                                            Quarter Ended March 31,
                                           --------------------------
                                            1997               1996
                                           -------            -------
                                                  (In millions)

     Other revenues                         $ 12.5             $  8.1
     Other costs and expenses                 11.2                5.4
                                            ------             ------
       Operating earnings                   $  1.3             $  2.7
                                            ======             ======

                                      7

<PAGE>   10






     INTEREST EXPENSE

     Interest expense (net) decreased $1.7 million in 1997 primarily due to 
interest earned on higher cash balances.

     TAXES

     Higher pretax earnings were chiefly responsible for the increase in taxes
from the first quarter of 1996 to 1997.  The Company's effective tax rate was
18% in 1997, and 17% in 1996, mainly due to greater use of tax carryforwards
in both years.


FINANCIAL CONDITION

     The Company's operations continue to be a major source of liquidity.  At
March 31, 1997, cash and cash equivalents totaled $117.3 million.  Working
capital amounted to $98.0 million at that date. Net cash provided by operating
activities rose to $21.4 million in the first quarter of 1997, compared to
$18.8 million for the same period of 1996.  This improvement was primarily due
to lower accounts receivable and inventory balances at March 31, 1997, in
addition to interest earned on higher cash balances.

     Net cash used in investing activities totaled $10.6 million during the
first quarter of 1997, compared to $13.0 million for the same period in 1996.
This decrease reflected a larger cash payment in 1996 related to the sale of
two mines in Indiana.  The Company expects capital additions during 1997 to
total approximately $90.0 million to $100.0 million, including approximately
$50.0 million for continued development of the North Rochelle mine.  This
excludes acquisitions and anticipated expenditures associated with development
of the proposed commercial LFC plant in the Powder River Basin.

     Net cash used in financing activities totaled $1.8 million in the first
three months of 1997 compared to $1.4 million for the same period of 1996,
primarily due to higher dividend payments in 1997. At March 31, 1997, the
Company's net debt to total capital was 61% compared to 78% at March 31, 1996,
largely due to increased earnings and cash flows.

        Other sources of liquidity included a $200.0 million revolving credit
facility. At March 31, 1997, the Company had used $37.3 million for outstanding
letters of credit issued under this facility.  Also, at that date, the Company
was negotiating a new credit facility to replace the existing Credit Agreement. 
The Company believes that it has the financial resources and borrowing capacity
needed to meet business requirements in the foreseeable future.


OUTLOOK

     "Safe Harbor" Statement Under the Private Securities Litigation Reform Act
of 1995 - The following Outlook and other items of this Report on Form 10-Q
contain forward-looking statements that are subject to risks and uncertainties
inherent in the Company's business.  The Company's actual results could differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including those set forth herein and elsewhere in
documents filed with the Securities and Exchange Commission, including, without
limitation, the Company's Forms 10-K and 10-Q.  Forward-looking statements made
by the Company are used to describe business operations that fall into six
areas of operation.  Those operations are subject to factors that can
negatively or positively affect the Company's results including, without
limitation, the following: weather; unexpected maintenance problems; variations
in coal seam thickness, amount of overburden, rock and other natural materials;
disruption of transportation services; labor problems; disputes and/or
interruption of deliveries under coal contracts due to circumstances affecting
the customer; permitting and other regulatory uncertainties; financing risks;
legal proceedings; engineering and construction risks; regulatory changes that
limit or slow the advance of deregulation in the utility marketplace;
competition in the wholesale power market; interruptions and uncertainties
relating to fuel supply and transportation; and other conditions.


                                      8


<PAGE>   11


     Estimates for 1997 - Management estimates that total 1997 revenues will
range between $700.0 and $750.0 million.  Revenue growth in the power, asset
management, and environmental and engineering segments is expected to help
offset the decline in coal sales attributable to mine closings and contract
expirations. The Company's five largest customers are expected to account for
approximately 52% of total 1997 revenues.

     Management has targeted further productivity gains in 1997 for the coal
segment, as well as reductions in reclamation, interest and long-term employee
benefit costs.  Selling, general and administrative expenses are expected to
rise because of increased business development activity.  The Company's
estimated effective tax rate for 1997 is approximately 18%. In addition to
planned capital expenditures described above, strategic investments will be
considered on a case-by-case basis. Depreciation, depletion and amortization
expense is expected to range between $60 and $70 million for the year.


                          PART II - OTHER INFORMATION


                           ITEM 1.  LEGAL PROCEEDINGS


     The Company incorporates herein by reference the "Legal Proceedings"
section on page 28, and Note 16, beginning on page 60, of its Form 10-K for the
fiscal year ended December 31, 1996.

     Shareholder Suits - On November 8, 1994, a shareholder of the Company
filed a class action suit, Barish, et al. v. Zeigler Coal Holding Co., et al.,
against the Company and three of its officers in U.S. District Court for the
Southern District of Illinois.   The amended complaint in the matter contained
two counts pleading claims under Sections 10(b) and 20 of the Securities
Exchange Act of 1934 and Sections 11 and 15 of the Securities Act of 1933 and
generally alleged that the Company failed to disclose material facts regarding
its long-term supply contracts and a related dispute with Carolina Power &
Light Company, and that the Company and the individual defendants issued false
and misleading public statements in the initial public offering of September
29, 1994 and in a press release on October 28, 1994.  The complaint sought
damages in an unspecified amount on behalf of all persons who purchased the
common stock of Zeigler in the public offering and on the open market from
September 29, 1994 to November 3, 1994.  On March 10, 1995, a second class
action suit, Greenfield v. Reilly, et al., was filed in the U.S. District Court
for the Southern District of Illinois arising out of the same events and
transactions as the Barish action.   In addition to the claims asserted against
the Company and certain of its officers in the Barish action, the complaint
asserted claims under Section 12(2) of the 1933 Act against the Company's lead
underwriters for its 1994 initial public offering and against a purported class
of all other underwriters who participated in the offering.

     The two suits were subsequently consolidated, and the plaintiffs filed an
amended consolidated complaint.  The Company and the individual defendants have
denied the allegations that they violated the federal securities laws and have
vigorously defended these cases.  Following rulings denying defendants' motion
to dismiss and the plaintiffs' motion for certification of the case as a class
action, the Company and its insurer reached an agreement with plaintiffs'
counsel to settle the claims of all members of the putative class.  The court
held a hearing on May 1, 1997, at which time it entered an order approving the
settlement and dismissing plaintiffs' complaint with prejudice.  This
settlement will not have a material adverse effect on the Company's
consolidated results of operations or financial position.

     Cajun Electric Power Cooperative - On December 21, 1994, Cajun Electric
Power Cooperative Inc.  ("Cajun") filed with the U.S. Bankruptcy Court for the
Middle District of Louisiana (the "Bankruptcy Court") for voluntary
reorganization under Chapter 11 of the U.S. Bankruptcy Code. Triton Coal
Company has a requirements contract (the "Triton Contract") with Cajun through
Western Fuels Association, Inc., with a term extending through the life
of Big Cajun Plant No. 2.   During 1996, Triton Coal Company shipped 5.0 million
tons of coal to Cajun (representing 3.0% of the Company's total consolidated
revenues), while 1995 shipments to Cajun totaled 5.8 million tons.  To date
during the bankruptcy, Triton 


                                       9


<PAGE>   12



has continued to ship coal to Cajun and Cajun has continued to pay for such
coal. The price for coal sold under the Triton Contract is above the market
price for this coal.  The Triton Contract provides for a price reopener
effective January 1, 1998.

     An Appellate Court affirmed a District Court's ruling that a
court-appointed trustee will manage Cajun's affairs during the bankruptcy.  At
this time, it appears likely that the trustee will reject the Triton Contract.
In the event that the contract is rejected, it may be necessary for Triton to
find other markets for this coal, including sales to the new operator of
Cajun's coal fired units.

     Louisiana Generating LLC (an affiliate of the Company, Southern Energy,
Inc. and NRG Energy, Inc.) has executed an Amended and Restated Asset Purchase
and Reorganization Agreement to purchase substantially all of Cajun's
non-nuclear assets.  This Agreement is incorporated in the trustee's plan of
reorganization, which is subject to Bankruptcy Court approval (including
evaluation of competing plans of reorganization) and a number of other
conditions.  As a result of Louisiana Generating's entering into this
Agreement, Western Fuels Association, Inc. has formally requested certain
assurances regarding Triton Coal Company's performance under the Triton
Contract and informed the Company that it reserves the right to assert certain
claims against Triton Coal Company if the trustee rejects the Triton Contract.

     Janet Saad-Cook et al. v. Zeigler Coal Holding Company and R. & F. Coal
Company - In March, 1995, plaintiff filed a lawsuit against the Company and its
subsidiary, R. & F. Coal Company.   The complaint includes several causes of
action based on alleged actions of the defendant companies involving fraud,
deceit, misrepresentation, and tortuous breach of contract with respect to two
coal mining leases made among the plaintiffs and R. & F. Coal Company. The
plaintiffs' complaint has since been amended to add Bluegrass Coal Development
Company as a named defendant, to eliminate the allegations that the defendants'
behavior violated the U.S. Racketeer Influenced and Corrupt Organizations Act
and to include additional causes of action involving trespass and breach of
lease.  The defendant companies have denied the allegations in the complaint,
believe they have meritorious defenses to plaintiffs' claims, and intend to
defend vigorously against the claims.   The Company believes that Shell Oil
Company is obligated to indemnify the Company against any loss (over certain
minimum amounts) that the Company may incur as a result of plaintiffs' claims
in the litigation and has given Shell notice thereof in accordance with the
terms of the purchase agreement under which the Company acquired Shell Mining
companies. The Company believes that ultimate resolution of the claims in the
lawsuit will have no material adverse effect on the Company's consolidated
results of operations or financial position.

     Other - Various lawsuits and claims, including those involving ordinary
routine matters incidental to its business, to which the Company and its
subsidiaries are a party, are pending, or have been asserted, against the
Company.  Although the outcome of these matters cannot be predicted with
certainty, management believes that their disposition will not have materially
adverse effects on the Company's consolidated results of operations or
financial position.



                  ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


a.   Reports on Form 8-K

     The Company filed no Reports on Form 8-K during the quarter ended March 31,
     1997.

  _____________


                                       10
<PAGE>   13




                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                      ZEIGLER COAL HOLDING COMPANY
                                      ----------------------------
                                               (Registrant)


             May 14, 1997                 /s/ Paul D. Femmer
                                      ----------------------------
                                              Paul D. Femmer
                                                Controller
                                      (Principal Accounting Officer
                                       and duly authorized officer)



                                       11