SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549



                                       FORM 8-K

                                    CURRENT REPORT


                  Pursuant to Section 13 or 15(d) of the Securities
                                 Exchange Act of 1934



                   Date of Report (Date of earliest event reported)

                                   December 8, 1994


                                  ASHLAND COAL, INC.
                (Exact name or registrant as specified in its charter)



            DELAWARE                 1-9993                 61-0880012
        (State or other       (Commission file number)  (I.R.S.Employer
        jurisdiction of                                 Identification No.)
        incorporation or 
         organization)


               2205 Fifth Street Road, Huntington, West Virginia  25701
               (Address of principal executive offices)  (Zip Code)



                   P.O. Box 6300, Huntington, West Virginia  25771
                                 (Mailing Address)          (Zip Code)



         Registrant's telephone number, including area code:  (304) 526-3333





1<PAGE>


          Item 5.   Other Events.


          Ashland Oil, Inc., and Saarbergwerke AG  Agree to Sale of Class B
          Preferred Stock

               Ashland Oil, Inc.  ("Ashland Oil") has announced that it has
          signed an  agreement with Saarbergwerke AG  ("Saarberg") allowing
          Ashland Oil the right to purchase all 150 shares of Ashland Coal,
          Inc.("Company") Class B  Preferred Stock held  by Saarberg.   The
          Company   understands  the  transaction  is  subject  to  certain
          conditions,    including   appropriate    government   approvals.
          According to Ashland Oil,  it currently has no plans  to purchase
          additional Company stock.

               The Class B Preferred  Stock represents approximately 15% of
          the  voting  stock  of the  Company,  and  the  addition of  such
          Preferred Stock, in combination with Ashland Oil's other holdings
          of Company  common stock,  would  result in  Ashland Oil  holding
          approximately   54%  of   the  voting   stock  of   the  Company.
          Approximately  10%  of the  Company's  voting  stock is  held  by
          Carboex  International, Ltd.,  a  coal purchasing  agency of  the
          Spanish  Utility ENDESA. The remaining 36% of the voting stock is
          held by the public.

               The purchase of  the Company's Class B  Preferred Stock will
          result in  the  consolidation of  the  Company in  Ashland  Oil's
          financial statements.

               Each share of  Company Class B Preferred  Stock is presently
          convertible into 18,346  shares of  Company Common  Stock.   This
          conversion rate increases to 19,596 shares on August 18, 1998 and
          to 20,846  shares on August 18,  2003.  In addition,  the Class B
          Preferred Stock receives a  special annual preferred dividend and
          has  special  voting  rights.   Ashland  Oil  reported  that  the
          purchase  price  for  the  Class  B  Preferred  stock  under  the
          agreement is $110 million.

2<PAGE>


















                                      SIGNATURES

               Pursuant to the requirements  of Section 13 or 15(d)  of the
          Securities Exchange Act  of 1934, the registrant has  duly caused
          this  report to  be  signed on  its  behalf by  the  undersigned,
          thereunto duly authorized.


                                             ASHLAND COAL, INC.
                                             (Registrant)

                                             By:  /s/  Roy F. Layman       
                                                  Administrative Vice
                                                  President and Secretary


                                             Date:  December 8, 1994







3<PAGE>
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 4089}]
{"company-data": {"conformed-name": "ASHLAND COAL INC", "cik": "0000833890", "assigned-sic": "1221", "irs-number": "610880012", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09993", "film-number": "94563736"}, "business-address": {"street1": "2205 FIFTH ST RD", "city": "HUNTINGTON", "state": "WV", "zip": "25701", "phone": "3045263333"}, "mail-address": {"street1": "PO BOX 6300", "city": "HUNTINGTON", "state": "WV", "zip": "25771"}}
SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                       FORM 8-K

                                    CURRENT REPORT

                  Pursuant to Section 13 or 15(d) of the Securities
                                 Exchange Act of 1934

                   Date of Report (Date of earliest event reported)

                                   December 8, 1994

                                  ASHLAND COAL, INC.
                (Exact name or registrant as specified in its charter)

            DELAWARE                 1-9993                 61-0880012
        (State or other       (Commission file number)  (I.R.S.Employer
        jurisdiction of                                 Identification No.)
        incorporation or 
         organization)

               2205 Fifth Street Road, Huntington, West Virginia  25701
               (Address of principal executive offices)  (Zip Code)

                   P.O. Box 6300, Huntington, West Virginia  25771
                                 (Mailing Address)          (Zip Code)

         Registrant's telephone number, including area code:  (304) 526-3333

1
Item 5.   Other Events.

          Ashland Oil, Inc., and Saarbergwerke AG  Agree to Sale of Class B
          Preferred Stock

               Ashland Oil, Inc.  ("Ashland Oil") has announced that it has
          signed an  agreement with Saarbergwerke AG  ("Saarberg") allowing
          Ashland Oil the right to purchase all 150 shares of Ashland Coal,
          Inc.("Company") Class B  Preferred Stock held  by Saarberg.   The
          Company   understands  the  transaction  is  subject  to  certain
          conditions,    including   appropriate    government   approvals.
          According to Ashland Oil,  it currently has no plans  to purchase
          additional Company stock.

               The Class B Preferred  Stock represents approximately 15% of
          the  voting  stock  of the  Company,  and  the  addition of  such
          Preferred Stock, in combination with Ashland Oil's other holdings
          of Company  common stock,  would  result in  Ashland Oil  holding
          approximately   54%  of   the  voting   stock  of   the  Company.
          Approximately  10%  of the  Company's  voting  stock is  held  by
          Carboex  International, Ltd.,  a  coal purchasing  agency of  the
          Spanish  Utility ENDESA. The remaining 36% of the voting stock is
          held by the public.

               The purchase of  the Company's Class B  Preferred Stock will
          result in  the  consolidation of  the  Company in  Ashland  Oil's
          financial statements.

               Each share of  Company Class B Preferred  Stock is presently
          convertible into 18,346  shares of  Company Common  Stock.   This
          conversion rate increases to 19,596 shares on August 18, 1998 and
          to 20,846  shares on August 18,  2003.  In addition,  the Class B
          Preferred Stock receives a  special annual preferred dividend and
          has  special  voting  rights.   Ashland  Oil  reported  that  the
          purchase  price  for  the  Class  B  Preferred  stock  under  the
          agreement is $110 million.

2
SIGNATURES

               Pursuant to the requirements  of Section 13 or 15(d)  of the
          Securities Exchange Act  of 1934, the registrant has  duly caused
          this  report to  be  signed on  its  behalf by  the  undersigned,
          thereunto duly authorized.

                                             ASHLAND COAL, INC.
                                             (Registrant)

                                             By:  /s/  Roy F. Layman       
                                                  Administrative Vice
                                                  President and Secretary

                                             Date:  December 8, 1994

3