<PAGE>

As filed with the Securities and Exchange Commission on May 25, 2001
                                     Registration Statement No. 333-____________

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
                             ____________________

                                   FORM S-8
                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933
                             ____________________

                             MASSEY ENERGY COMPANY
            (Exact name of Registrant as specified in its Charter)

          Delaware                                          95-0740960
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                         Identification Number)

                             4 North 4/th/ Street
                           Richmond, Virginia  23219
                                 804-788-1800
          (Address of principal executive office, including zip code)

                         COAL COMPANY SALARY DEFERRAL
                            AND PROFIT SHARING PLAN
                           (Full title of the Plan)
                             ____________________

                           Roger L. Nicholson, Esq.
                      Vice President and General Counsel
                             Massey Energy Company
                             4 North 4/th/ Street
                           Richmond, Virginia  23219
                                 804-788-1800
(Name, address and telephone number, including area code, of agent for service)

                                With copies to:

                          Allen C. Goolsby, III, Esq.
                               Hunton & Williams
                             951 East Byrd Street
                           Richmond, Virginia  23219
                                 804-788-8200

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
                                                               Proposed maximum       Proposed maximum
        Title of securities            Amount to be             offering price            aggregate                 Amount of
         to be registered               registered              per share/(1)/        offering price/(1)/       registration fee
----------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                     <C>                    <C>                       <C>
  Common Stock, $0.625 par value     2,000,000 shares                $27.40               $54,800,000                 $13,700
==================================================================================================================================
</TABLE>

(1)   Estimated solely for the purpose of computing the registration fee. This
      amount was calculated pursuant to Rule 457(c) under the Securities Act of
      1933, as amended (the "Securities Act"), on the basis of $27.40 per
      share, which was the average of the high and low prices of the Common
      Stock as reported on the New York Stock Exchange on May 18, 2001.

      In addition, pursuant to Rule 416(c) under the Securities Act, this
      Registration Statement also covers an indeterminate amount of interests to
      be offered or sold pursuant to the employee benefit plan described herein.

================================================================================
<PAGE>

                             MASSEY ENERGY COMPANY


         On November 30, 2000, Massey Energy Company, formerly Fluor Corporation
(the "Company"), completed a reverse spin-off (the "Spin-Off"), which divided it
into two separate publicly-trade corporations. As a result of the Spin-Off, the
Company separated into (a) the spun-off corporation, "new" Fluor Corporation,
which owns all of the Company's then existing businesses except for the coal-
related business conducted by A.T. Massey Coal Company, Inc. ("A.T. Massey") and
(b) "old" Fluor Corporation, subsequently renamed Massey Energy Company, which
owns the coal-related business through its sole subsidiary A.T. Massey.

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.

         Not required to be filed with the Securities and Exchange Commission
(the "Commission").

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not required to be filed with the Commission.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.


         The following documents filed by the Company with the Commission (file
No. 1-7775) pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated in this Registration Statement by
reference:


         (i)    the Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 2000;

         (ii)   the Annual Report on Form 11-K for the fiscal year ended
December 31, 2000, filed by the Coal Company Salary Deferral and Profit Sharing
Plan (the "Plan");

         (iii)  the Company's Quarterly Report on Form 10-Q for the quarterly
period ended January 31, 2001;

         (iv)   the Company's Current Reports on Form 8-K, dated November 21,
2000 and May 24, 2001, respectively; and

         (v)    the description of the Company's common stock, $0.625 par value,
contained in the Company's Current Report on Form 8-K, dated May 24, 2001.


         All documents filed by the Company and the Plan pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or that deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document that is incorporated by reference
herein modifies or supersedes such earlier statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.
<PAGE>

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.


Item 6.  Indemnification of Directors and Officers.

         The Company is a Delaware corporation. Article Nineteen of the
Company's Restated Certificate of Incorporation provides that the officers and
directors of the Company shall be indemnified and held harmless by the Company
to the fullest extent authorized by the Delaware General Corporation Law, as
amended from time to time (the "GCL"). Section 145 of the GCL provides that a
Delaware corporation has the power to indemnify officers and directors in
certain circumstances.

         Subsection (a) of Section 145 of the GCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action in the right of the corporation), against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding provided such director or officer acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, provided
that such director or officer has no reasonable cause to believe his conduct was
unlawful.

         Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit;
provided that such director or officer acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation. However, no indemnification may be made in respect of any
obligation, issue or matter as to which such director or officer has been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, the director or officer is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

         Section 145 further provides that to the extent that a director or
officer has been successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section 145
or in the defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith. Article Nineteen of the Company's Restated
Certificate of Incorporation provides that the indemnification provided for
thereunder shall be a contract right which shall include the right to be paid
expenses incurred in defending any proceeding in advance of its final
disposition subject to any undertakings required under the GCL. Subsection (e)
of Section 145 requires an undertaking to repay any such amount advanced if the
director or officer receiving such amount is ultimately determined not to be
entitled to indemnification.

         Article Nineteen limits indemnification of any officer or director with
respect to actions initiated by such person to those actions where such
indemnification is approved by the Company's Board of Directors. Indemnification
provided for by Section 145 and Article Nineteen is not to be deemed exclusive
of any other rights to which the indemnified party may be entitled. Both Section
145 and Article Nineteen permit the Company to maintain insurance on behalf of a
director or officer against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether or not
the Company would have the power to indemnify him against such liabilities under
Section 145. Article Nineteen provides that any director or officer claiming
rights to indemnification thereunder may bring suit if such indemnification is
not paid within thirty days.
<PAGE>

Article Nineteen further provides that the Company bears the burden of proving
that the claimant has not met the standards of conduct required for
indemnification under the GCL if the Company elects to defend any such action.

         Article Eighteen of the Company's Restated Certificate of Incorporation
provides that, to the fullest extent permitted under the GCL, a director of the
Company shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director.
<PAGE>

Item 7.  Exemption from Registration Claimed.

         Not applicable.


Item 8.  Exhibits.

         Exhibit No.
         -----------

         4.1   Restated Certificate of Incorporation of the Company
               (incorporated herein by reference from Exhibit 3.1 of the
               Company's Annual Report on Form 10-K for the year ended October
               31, 2000 (Commission File No. 1-7775)).

         4.2   Restated Bylaws of the Company (as amended as of April 27, 2001)

         4.3   Coal Company Salary Deferral and Profit Sharing Plan.

         5.1   Opinion of Hunton & Williams as to the legality of the securities
               being registered.

         23.1  Consent of Hunton & Williams (included in the opinion filed as
               Exhibit 5.1 to the Registration Statement).

         23.2  Consent of Ernst & Young LLP.

         24.1  Power of Attorney for Officers and Directors (included on
               signature page).


         The Company undertakes that it has submitted the Plan and will submit
any amendments thereto to the Internal Revenue Service (the "IRS") in a timely
manner and has made or will make all changes required by the IRS in order to
qualify the Plan under Section 401(a) of the Internal Revenue Code of 1986, as
amended.


Item 9.  Undertakings

         (a)   The undersigned registrant hereby undertakes:

               1.  To file, during any period in which offers or sales are made,
         a post-effective amendment to this Registration Statement;

                   (i)   To include any prospectus required by Section 10(a)(3)
               of the Securities Act of 1933, as amended (the "Securities Act");

                   (ii)  To reflect in the prospectus any facts or events
               arising after the effective date of the Registration Statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in the Registration Statement;

                   (iii) To include any material information with respect to the
               plan of distribution not previously disclosed in the Registration
               Statement or any material change in such information in the
               Registration Statement;


provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
--------  -------
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
<PAGE>

               2.  That, for the purpose of determining any liability under the
         Securities Act, each such post-effective amendment shall be deemed to
         be a new Registration Statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.
                                  ---- ----

               3.  To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b)   The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
                                                          ---- ----
thereof.

         (c)   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described under Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


                                  SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charleston, State of West Virginia, on this 25th day
of May, 2001.



                                    MASSEY ENERGY COMPANY
                                         (Registrant)



                                    By /s/ Don L. Blankenship
                                      ----------------------------------------
                                         Don L. Blankenship, Chairman,
                                         Chief Executive Officer and President
<PAGE>

                               POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on this 25th day of May, 2001. Each person whose signature appears below hereby
authorizes either agent for service named in the Registration Statement to
execute in the name of each such person, and to file any and all amendments,
including post-effective amendments, to this Registration Statement, making such
changes in the Registration Statement as the Registrant deems appropriate, and
appoints such agent for service as attorney-in-fact to sign in his behalf
individually and in each capacity stated below and file all amendments and post-
effective amendments to this Registration Statement.


Signature                                          Title
---------                                          -----

By: /s/ D. L. Blankenship                          Chairman, Chief Executive
   ------------------------------------------        Officer and President
          D. L. Blankenship


By: /s/ J. M. Jarosinski                           Vice-President and Chief
   ------------------------------------------        Financial Officer
          J. M. Jarosinski


By: /s/ E. B. Tolbert                              Controller
   ------------------------------------------
          E. B. Tolbert


By: /s/ J. L. Gardner                              Director
   ------------------------------------------
          J. L. Gardner


By:                                                Director
   ------------------------------------------
          E. G. Gee


By: /s/ W. R. Grant                                Director
   ------------------------------------------
          W. R. Grant


By: /s/ B. R. Inman                                Director
   ------------------------------------------
          B. R. Inman


By: /s/ M. R. Seger                                Director
   ------------------------------------------
          M. R. Seger

     The Plan.  Pursuant to the requirements of the Securities Act, the Plan has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Charleston, State of West
Virginia on this 25th day of May, 2001.


                              COAL COMPANY SALARY DEFERRAL AND
                              PROFIT SHARING PLAN



                              By: /s/ Madeleine M. Curle
                                 -------------------------------------
                                    Madeleine M. Curle
                                    Vice President, Human Resources
<PAGE>

                                 EXHIBIT INDEX


Exhibit No.            Description
-----------            -----------

 4.1                   Restated Certificate of Incorporation of the Company
                       (incorporated herein by reference from Exhibit 3.1 of the
                       Company's Annual Report on Form 10-K for the year ended
                       October 31, 2000 (Commission File No. 1-7775)).

 4.2                   Restated Bylaws of the Company (as amended as of April
                       27, 2001)

 4.3                   Coal Company Salary Deferral and Profit Sharing Plan.

 5.1                   Opinion of Hunton & Williams as to the legality of the
                       securities being registered.

23.1                   Consent of Hunton & Williams (included in the opinion
                       filed as Exhibit 5.1 to the Registration Statement).

23.2                   Consent of Ernst & Young LLP.


24.1                   Power of Attorney for Officers and Directors (included on
                       signature page).
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 22039}]
{"company-data": {"conformed-name": "MASSEY ENERGY CO", "cik": "0000037748", "assigned-sic": "1600", "irs-number": "950740960", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61704", "film-number": "1648702"}, "business-address": {"street1": "4 NORTH 4TH STREET", "city": "RICHMOND", "state": "VA", "zip": "23219", "phone": "8047881800"}, "mail-address": {"street1": "4 NORTH 4TH STREET", "city": "RICHMOND", "state": "VA", "zip": "23219"}, "former-company": [{"former-conformed-name": "FLUOR CORP/DE/", "date-changed": "19920703"}, {"former-conformed-name": "FLUOR CORP LTD", "date-changed": "19710624"}]}
As filed with the Securities and Exchange Commission on May 25, 2001
                                     Registration Statement No. 333-____________

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
                             ____________________

                                   FORM S-8
                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933
                             ____________________

                             MASSEY ENERGY COMPANY
            (Exact name of Registrant as specified in its Charter)

          Delaware                                          95-0740960
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                         Identification Number)

                             4 North 4/th/ Street
                           Richmond, Virginia  23219
                                 804-788-1800
          (Address of principal executive office, including zip code)

                         COAL COMPANY SALARY DEFERRAL
                            AND PROFIT SHARING PLAN
                           (Full title of the Plan)
                             ____________________

                           Roger L. Nicholson, Esq.
                      Vice President and General Counsel
                             Massey Energy Company
                             4 North 4/th/ Street
                           Richmond, Virginia  23219
                                 804-788-1800
(Name, address and telephone number, including area code, of agent for service)

                                With copies to:

                          Allen C. Goolsby, III, Esq.
                               Hunton & Williams
                             951 East Byrd Street
                           Richmond, Virginia  23219
                                 804-788-8200

                        CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                                                               Proposed maximum       Proposed maximum
        Title of securities            Amount to be             offering price            aggregate                 Amount of
         to be registered               registered              per share/(1)/        offering price/(1)/       registration fee
----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.625 par value     2,000,000 shares                $27.40               $54,800,000                 $13,700
==================================================================================================================================
(1)   Estimated solely for the purpose of computing the registration fee. This
      amount was calculated pursuant to Rule 457(c) under the Securities Act of
      1933, as amended (the "Securities Act"), on the basis of $27.40 per
      share, which was the average of the high and low prices of the Common
      Stock as reported on the New York Stock Exchange on May 18, 2001.

      In addition, pursuant to Rule 416(c) under the Securities Act, this
      Registration Statement also covers an indeterminate amount of interests to
      be offered or sold pursuant to the employee benefit plan described herein.

================================================================================
MASSEY ENERGY COMPANY

         On November 30, 2000, Massey Energy Company, formerly Fluor Corporation
(the "Company"), completed a reverse spin-off (the "Spin-Off"), which divided it
into two separate publicly-trade corporations. As a result of the Spin-Off, the
Company separated into (a) the spun-off corporation, "new" Fluor Corporation,
which owns all of the Company's then existing businesses except for the coal-
related business conducted by A.T. Massey Coal Company, Inc. ("A.T. Massey") and
(b) "old" Fluor Corporation, subsequently renamed Massey Energy Company, which
owns the coal-related business through its sole subsidiary A.T. Massey.

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Not required to be filed with the Securities and Exchange Commission
(the "Commission").

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not required to be filed with the Commission.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the Company with the Commission (file
No. 1-7775) pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated in this Registration Statement by
reference:

         (i)    the Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 2000;

         (ii)   the Annual Report on Form 11-K for the fiscal year ended
December 31, 2000, filed by the Coal Company Salary Deferral and Profit Sharing
Plan (the "Plan");

         (iii)  the Company's Quarterly Report on Form 10-Q for the quarterly
period ended January 31, 2001;

         (iv)   the Company's Current Reports on Form 8-K, dated November 21,
2000 and May 24, 2001, respectively; and

         (v)    the description of the Company's common stock, $0.625 par value,
contained in the Company's Current Report on Form 8-K, dated May 24, 2001.

         All documents filed by the Company and the Plan pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or that deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document that is incorporated by reference
herein modifies or supersedes such earlier statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.
Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Company is a Delaware corporation. Article Nineteen of the
Company's Restated Certificate of Incorporation provides that the officers and
directors of the Company shall be indemnified and held harmless by the Company
to the fullest extent authorized by the Delaware General Corporation Law, as
amended from time to time (the "GCL"). Section 145 of the GCL provides that a
Delaware corporation has the power to indemnify officers and directors in
certain circumstances.

         Subsection (a) of Section 145 of the GCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action in the right of the corporation), against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding provided such director or officer acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, provided
that such director or officer has no reasonable cause to believe his conduct was
unlawful.

         Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit;
provided that such director or officer acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation. However, no indemnification may be made in respect of any
obligation, issue or matter as to which such director or officer has been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, the director or officer is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

         Section 145 further provides that to the extent that a director or
officer has been successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section 145
or in the defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith. Article Nineteen of the Company's Restated
Certificate of Incorporation provides that the indemnification provided for
thereunder shall be a contract right which shall include the right to be paid
expenses incurred in defending any proceeding in advance of its final
disposition subject to any undertakings required under the GCL. Subsection (e)
of Section 145 requires an undertaking to repay any such amount advanced if the
director or officer receiving such amount is ultimately determined not to be
entitled to indemnification.

         Article Nineteen limits indemnification of any officer or director with
respect to actions initiated by such person to those actions where such
indemnification is approved by the Company's Board of Directors. Indemnification
provided for by Section 145 and Article Nineteen is not to be deemed exclusive
of any other rights to which the indemnified party may be entitled. Both Section
145 and Article Nineteen permit the Company to maintain insurance on behalf of a
director or officer against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether or not
the Company would have the power to indemnify him against such liabilities under
Section 145. Article Nineteen provides that any director or officer claiming
rights to indemnification thereunder may bring suit if such indemnification is
not paid within thirty days.
Article Nineteen further provides that the Company bears the burden of proving
that the claimant has not met the standards of conduct required for
indemnification under the GCL if the Company elects to defend any such action.

         Article Eighteen of the Company's Restated Certificate of Incorporation
provides that, to the fullest extent permitted under the GCL, a director of the
Company shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director.
Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Exhibit No.
         -----------

         4.1   Restated Certificate of Incorporation of the Company
               (incorporated herein by reference from Exhibit 3.1 of the
               Company's Annual Report on Form 10-K for the year ended October
               31, 2000 (Commission File No. 1-7775)).

         4.2   Restated Bylaws of the Company (as amended as of April 27, 2001)

         4.3   Coal Company Salary Deferral and Profit Sharing Plan.

         5.1   Opinion of Hunton & Williams as to the legality of the securities
               being registered.

         23.1  Consent of Hunton & Williams (included in the opinion filed as
               Exhibit 5.1 to the Registration Statement).

         23.2  Consent of Ernst & Young LLP.

         24.1  Power of Attorney for Officers and Directors (included on
               signature page).

         The Company undertakes that it has submitted the Plan and will submit
any amendments thereto to the Internal Revenue Service (the "IRS") in a timely
manner and has made or will make all changes required by the IRS in order to
qualify the Plan under Section 401(a) of the Internal Revenue Code of 1986, as
amended.

Item 9.  Undertakings

         (a)   The undersigned registrant hereby undertakes:

               1.  To file, during any period in which offers or sales are made,
         a post-effective amendment to this Registration Statement;

                   (i)   To include any prospectus required by Section 10(a)(3)
               of the Securities Act of 1933, as amended (the "Securities Act");

                   (ii)  To reflect in the prospectus any facts or events
               arising after the effective date of the Registration Statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in the Registration Statement;

                   (iii) To include any material information with respect to the
               plan of distribution not previously disclosed in the Registration
               Statement or any material change in such information in the
               Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
--------  -------
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
2.  That, for the purpose of determining any liability under the
         Securities Act, each such post-effective amendment shall be deemed to
         be a new Registration Statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.
                                  ---- ----

               3.  To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b)   The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
                                                          ---- ----
thereof.

         (c)   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described under Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                  SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charleston, State of West Virginia, on this 25th day
of May, 2001.

                                    MASSEY ENERGY COMPANY
                                         (Registrant)

                                    By /s/ Don L. Blankenship
                                      ----------------------------------------
                                         Don L. Blankenship, Chairman,
                                         Chief Executive Officer and President
POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on this 25th day of May, 2001. Each person whose signature appears below hereby
authorizes either agent for service named in the Registration Statement to
execute in the name of each such person, and to file any and all amendments,
including post-effective amendments, to this Registration Statement, making such
changes in the Registration Statement as the Registrant deems appropriate, and
appoints such agent for service as attorney-in-fact to sign in his behalf
individually and in each capacity stated below and file all amendments and post-
effective amendments to this Registration Statement.

Signature                                          Title
---------                                          -----

By: /s/ D. L. Blankenship                          Chairman, Chief Executive
   ------------------------------------------        Officer and President
          D. L. Blankenship

By: /s/ J. M. Jarosinski                           Vice-President and Chief
   ------------------------------------------        Financial Officer
          J. M. Jarosinski

By: /s/ E. B. Tolbert                              Controller
   ------------------------------------------
          E. B. Tolbert

By: /s/ J. L. Gardner                              Director
   ------------------------------------------
          J. L. Gardner

By:                                                Director
   ------------------------------------------
          E. G. Gee

By: /s/ W. R. Grant                                Director
   ------------------------------------------
          W. R. Grant

By: /s/ B. R. Inman                                Director
   ------------------------------------------
          B. R. Inman

By: /s/ M. R. Seger                                Director
   ------------------------------------------
          M. R. Seger

     The Plan.  Pursuant to the requirements of the Securities Act, the Plan has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Charleston, State of West
Virginia on this 25th day of May, 2001.

                              COAL COMPANY SALARY DEFERRAL AND
                              PROFIT SHARING PLAN

                              By: /s/ Madeleine M. Curle
                                 -------------------------------------
                                    Madeleine M. Curle
                                    Vice President, Human Resources
EXHIBIT INDEX

Exhibit No.            Description
-----------            -----------

 4.1                   Restated Certificate of Incorporation of the Company
                       (incorporated herein by reference from Exhibit 3.1 of the
                       Company's Annual Report on Form 10-K for the year ended
                       October 31, 2000 (Commission File No. 1-7775)).

 4.2                   Restated Bylaws of the Company (as amended as of April
                       27, 2001)

 4.3                   Coal Company Salary Deferral and Profit Sharing Plan.

 5.1                   Opinion of Hunton & Williams as to the legality of the
                       securities being registered.

23.1                   Consent of Hunton & Williams (included in the opinion
                       filed as Exhibit 5.1 to the Registration Statement).

23.2                   Consent of Ernst & Young LLP.

24.1                   Power of Attorney for Officers and Directors (included on
                       signature page).