As filed with the Securities and Exchange Commission on October 6, 1995

                                                     Registration No. 33-

                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D. C. 20549
                                    
                                FORM S-8
                         REGISTRATION STATEMENT
                                    
                                  UNDER
                                    
                       THE SECURITIES ACT OF 1933
                                    
                           ASHLAND COAL, INC.

         (Exact name of registrant as specified in its charter)

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

2205 Fifth Street Road                      P.O. Box 6300
Huntington, West Virginia 25701             Huntington, WV  25771
(Address of Principal Executive Offices)    (Mailing Address)

                               ASHLAND COAL, INC.
                           1995 STOCK INCENTIVE PLAN
                            (Full title of the Plan)
    
                                 ROY F. LAYMAN
                               ASHLAND COAL, INC.
                             2205 FIFTH STREET ROAD
                                 P.O. BOX 6300
                        HUNTINGTON, WEST VIRGINIA 25771
                    (Name and address of agent for service)

                                 (304)526-3526
                    (Telephone number of agent for service)
<TABLE>
                        CALCULATION OF REGISTRATION FEE
<CAPTION> 

Title of              Amount to be   Proposed Maximum    Proposed Maximum    Amount of
Securities to         Registered     Offering Price      Aggregate           Registration
be Registered                      Per Share (1)(2)    Offering Price      Fee
                                                       (1)(2)
<S>                 <C>            <C>                 <C>                 <C>
Common Stock, par   1,000,000      $ 29.8125       $ 29,812,500     $10,280.17
value $0.01 per       shares
share.......... 

</TABLE>

(1)  In accordance with Rule 457 under the Securities Act of 1933, calculated
     on the basis of $29.8125  per share of Common Stock which was the average
     of the high and low prices on the New York Stock Exchange-- Composite
     Tape on October 4,1995.
(2)  Estimated solely for the purpose of determining the registration fee.

<PAGE>
                
                            PART II
             
         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        There are incorporated herein by reference the following
documents and material heretofore filed with the Securities and
Exchange Commission (the "Commission"):

        (a)  Annual Report on Form 10-K of Ashland Coal, Inc.
("Ashland Coal") for the year ended December 31, 1994, filed with
the Commission pursuant to Section 13(a) of the Securities Exchange
Act of 1934.

        (b)  Ashland Coal Current Report on Form 8-K dated
February 10, 1995, filed with the Commission pursuant to Section
13(a) of the Securities Exchange Act of 1934.

        (c)   Ashland Coal Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995, filed with the Commission pursuant
to Section 13(a) of the Securities Exchange Act of 1934.

        (d)   Ashland Coal Current Report on Form 8-K dated April
6, 1995, filed with the Commission pursuant to Section 13(a) of the
Securities Exchange Act of 1934.

        (e)   Ashland Coal Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995, filed with the Commission pursuant to 
Section 13(a) of the Securities Exchange Act of 1934.

        (f)  Ashland Coal Current Report on Form 8-K dated
September 6, 1995, filed with the Commission pursuant to Section
13(a) of the Securities Exchange Act of 1934.

        (g) The description of Ashland Coal's Common Stock
included in the Registration Statement on Form 8-A filed with the
Commission pursuant to Section 12(b) of the Securities and Exchange
Act of 1934. 

        In addition, all documents hereafter filed with the
Commission by Ashland Coal pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities 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.

<PAGE>
Item 4. Description of Securities. 

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        The validity of the Common Stock offered hereby has been
passed upon by Richards, Layton & Finger, Wilmington, Delaware.

The consolidated financial statements and schedule of Ashland Coal
appearing or incorporated by reference in Ashland Coal's Annual
Report on Form 10-K for the year ended December 31, 1994 have been
audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included therein and incorporated herein
by reference. Such consolidated financial statements and schedules
are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and
auditing.

Item 6. Indemnification of Directors and Officers.

     In accordance with Delaware law, the Company's Restated
Certificate of Incorporation, as amended, contains provisions that
result in the elimination of the personal liability of directors
to the Company and its stockholders for monetary damages for
beaches of fiduciary duty as a director, except for (i) breach of
a director's duty of loyalty to the Company or to the stockholders,
(ii) acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii)
dividend or stock repurchases or redemptions that are illegal under
Delaware law and (iv) any transaction for which a director receives
an improper personal benefit. These provisions pertain only to
breaches of duty by directors as directors and not in any other
capacity, such as officers. As a result of the inclusion of such
provisions, stockholders may be unable to recover monetary damages
against directors for actions taken by them that constitute
negligence or gross negligence or that are in violation of their
fiduciary duty, although it may be possible to obtain injunctive
or other equitable relief with respect to such actions. If
equitable remedies are found not to be available to stockholders
in any particular case, stockholders may not have any effective
remedy against the challenged conduct.

     The Company's Amended Bylaws ("Bylaws") provide that the
Company may indemnify every person who is or was an officer,
director or employee of the Company (or other corporation, which
such person served at the Company's request) against expenses
(including attorneys' fees) and costs, judgements, settlements and
<PAGE>

fines incurred in the defense of any claim, including any claim
brought by or in the right of the Company, to which such person was
made party by reason of being or having been an officer, director
or employee, provided such person acted in good faith, in what he
or she reasonably believed to be in the best interests of the
Company, and in addition, in any criminal action or proceeding, had
no reasonable belief that his or her conduct was unlawful and,
provided further, that in the case of any claim brought by or in
the right of the Company, no indemnification shall be made in
respect of any such claim as to which such officer, director or
employee shall have been adjudged to be liable for negligence or
misconduct in the performance of his or her duties, unless a court
shall determine such person is fairly and reasonably entitled to
indemnity. Notwithstanding the foregoing, any person who is wholly
successful on the merits or otherwise is entitled to indemnifica-
tion as a matter of right.

     The Company has entered into indemnification agreements (the
"Agreements") with its directors and certain of its officers. The
Agreements contractually obligate the Company to indemnify the
directors and such officers to the same extent provided for in the
Company's Bylaws and also require the Company to provide
indemnification beyond that provided for in the Company's Bylaws
to the extent permitted by Delaware law. Among other things, and
subject to certain exceptions, the Agreements require the Company
to indemnify the director or officer against all judgments, fines,
amounts paid in settlement and reasonable expenses (including
attorneys' fees) incurred by the director or officer in any
proceeding where the director or officer was, is or is threatened
to be made, a party by reason of the fact that he was or is a
director, officer, employee or agent of the Company or was or is
serving at the request of the Company in any such capacities with
another enterprise. Among other exceptions, the director or officer
is not entitled to indemnification to the extent that it is
determined, in accordance with the Agreement and applicable law,
that the director or officer did not act in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the Company or, with respect to any criminal
proceeding, that the director or officer had reasonable cause to
believe his conduct was unlawful. The Agreements also require,
under certain circumstances, advance payment of expenses incurred
in investigating, defending or appealing any proceeding. The rights
created by the Agreements are not exclusive of any other rights to
which the director or officer may be entitled under any provision
of law, the Company's Restated Certificate of Incorporation, Bylaws
or otherwise.

     Ashland Coal has purchased insurance which insures (subject
to certain terms and conditions, exclusions and deductibles)
<PAGE>

Ashland Coal against certain costs which Ashland Coal might be
required to pay by way of indemnification to its directors or
officers under its Articles or By-laws, indemnification agreements
or otherwise, and which protects individual directors and officers
from certain losses for which they might not be indemnified by
Ashland Coal. In addition, Ashland Coal has purchased insurance
which provides liability coverage (subject to certain terms and
conditions, exclusions and deductibles) for amounts which Ashland
Coal, or the fiduciaries under Ashland Coal's employee benefit
plans, which may include directors, officers and employees of
Ashland Coal, might be required to pay as a result of a breach of
fiduciary duty.



Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

     4.1    Ashland Coal, Inc. 1995 Stock Incentive Plan (filed
            as Exhibit 10.1 to Ashland Coal's Quarterly Report on
            Form 10-Q for the Quarterly Period Ended June 30, 1995
            and incorporated herein by reference).

     4.2    Restated Articles of Incorporation, as amended, of
            Ashland Coal (filed as Exhibit 3.1 to Ashland Coal's
            Post-Effective Amendment No. 1 to its Form S-3
            Registration Statement dated May 5, 1993, and
            incorporated herein by reference).
     
     5      Opinion of Richards, Layton & Finger, Wilmington,
            Delaware, including Counsel's consent concerning
            securities registered hereunder.

     24.1   Consent of Ernst & Young LLP, independent auditors.

     24.2   Consent of Richards, Layton & Finger (included as
            part of Exhibit 5).

     25 Power of Attorney.

Item 9. Undertakings.

     (a)    The undersigned registrant hereby undertakes:

<PAGE>
            (1) To file, during any period in which offers or
sales are being 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; (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 to such
information in the registration statement; provided, however, that
subparagraphs (i) and (ii), above, do not apply if the information
required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.

            (2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 of
1933 each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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 of 1933 may be permitted to directors, officers
and controlling persons of Ashland Coal pursuant to the foregoing
provisions, or otherwise, Ashland Coal has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
<PAGE>

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, Ashland Coal 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 Act and will be governed by the final
adjudication of such issue.
PAGE
<PAGE>
                                SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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 Huntington and
State of West Virginia on this 4th day of October, 1995.
                                Ashland Coal, Inc.
                                (Registrant)

                               By: /s/ Roy F. Layman    

                                   Roy F. Layman
                                   Administrative Vice President-
                                   Law and Human Resources, and
                                   Secretary

         Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.

         Signature and Title

William C. Payne*
         Chairman of the Board, President,
              Chief Executive Officer and Director

Paul W. Chellgren*
         Director

Robert E. Yancey, Jr.*
         Director

Thomas L. Feazell*
         Director
                                   *BY:   /s/ Roy F. Layman    
J. Marvin Quin*
         Director                  Roy F. Layman
                                   Administrative Vice President-
Juan Antonio Ferrando*             Law and Human Resources,
         Director                  and Secretary
                                   (Attorney-in-Fact)
Robert L. Hintz*
         Director                  Date: October 4  , 1995 
         
Robert A. Charpie*
         Director

J. A. Brothers*
         Director 

Thomas Marshall*
         Director

         Original powers of attorney authorizing and each of them,
to sign this Registration Statement on behalf of the above named
officers and directors of the Company are being filed herewith with
the Securities and Exchange Commission.
<PAGE>

                                 EXHIBIT INDEX

                                            
                                            
   Exhibit                                    
   No.                 Description             



   4.1       Ashland Coal, Inc. 1995 Stock Incentive Plan (filed
             as Exhibit 10.1 to Ashland Coal's Quarterly Report on
             Form 10-Q for the quarterly period Ended June 30,
             1995 and incorporated herein by reference).

   4.2       Restated Articles of Incorporation, as amended, of
             Ashland Coal (filed as Exhibit 3.1 to Ashland Coal's
             Post-Effective Amendment No. 1 to its Form S-3
             Registration Statement dated May 5, 1993, and
             incorporated herein by reference).
   
   5         Opinion of Richards, Layton & Finger, Wilmington,
             Delaware, including Counsel's consent, concerning
             securities registered hereunder.

   24.1      Consent of Ernst & Young LLP, independent auditors.

   24.2      Consent of Richards, Layton & Finger, Wilmington,
             Delaware (included as part of Exhibit 5).

   25        Power of Attorney.

<PAGE>
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{"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": "S-8", "act": "33", "file-number": "033-63261", "film-number": "95579180"}, "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"}}
As filed with the Securities and Exchange Commission on October 6, 1995

                                                     Registration No. 33-

                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D. C. 20549
                                    
                                FORM S-8
                         REGISTRATION STATEMENT
                                    
                                  UNDER
                                    
                       THE SECURITIES ACT OF 1933
                                    
                           ASHLAND COAL, INC.

         (Exact name of registrant as specified in its charter)

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

2205 Fifth Street Road                      P.O. Box 6300
Huntington, West Virginia 25701             Huntington, WV  25771
(Address of Principal Executive Offices)    (Mailing Address)

                               ASHLAND COAL, INC.
                           1995 STOCK INCENTIVE PLAN
                            (Full title of the Plan)
    
                                 ROY F. LAYMAN
                               ASHLAND COAL, INC.
                             2205 FIFTH STREET ROAD
                                 P.O. BOX 6300
                        HUNTINGTON, WEST VIRGINIA 25771
                    (Name and address of agent for service)

                                 (304)526-3526
                    (Telephone number of agent for service)

                        CALCULATION OF REGISTRATION FEE
Title of              Amount to be   Proposed Maximum    Proposed Maximum    Amount of
Securities to         Registered     Offering Price      Aggregate           Registration
be Registered                      Per Share (1)(2)    Offering Price      Fee
                                                       (1)(2)
Common Stock, par   1,000,000      $ 29.8125       $ 29,812,500     $10,280.17
value $0.01 per       shares
share..........
(1)  In accordance with Rule 457 under the Securities Act of 1933, calculated
     on the basis of $29.8125  per share of Common Stock which was the average
     of the high and low prices on the New York Stock Exchange-- Composite
     Tape on October 4,1995.
(2)  Estimated solely for the purpose of determining the registration fee.
PART II
             
         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        There are incorporated herein by reference the following
documents and material heretofore filed with the Securities and
Exchange Commission (the "Commission"):

        (a)  Annual Report on Form 10-K of Ashland Coal, Inc.
("Ashland Coal") for the year ended December 31, 1994, filed with
the Commission pursuant to Section 13(a) of the Securities Exchange
Act of 1934.

        (b)  Ashland Coal Current Report on Form 8-K dated
February 10, 1995, filed with the Commission pursuant to Section
13(a) of the Securities Exchange Act of 1934.

        (c)   Ashland Coal Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995, filed with the Commission pursuant
to Section 13(a) of the Securities Exchange Act of 1934.

        (d)   Ashland Coal Current Report on Form 8-K dated April
6, 1995, filed with the Commission pursuant to Section 13(a) of the
Securities Exchange Act of 1934.

        (e)   Ashland Coal Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995, filed with the Commission pursuant to 
Section 13(a) of the Securities Exchange Act of 1934.

        (f)  Ashland Coal Current Report on Form 8-K dated
September 6, 1995, filed with the Commission pursuant to Section
13(a) of the Securities Exchange Act of 1934.

        (g) The description of Ashland Coal's Common Stock
included in the Registration Statement on Form 8-A filed with the
Commission pursuant to Section 12(b) of the Securities and Exchange
Act of 1934. 

        In addition, all documents hereafter filed with the
Commission by Ashland Coal pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities 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.
Item 4. Description of Securities. 

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        The validity of the Common Stock offered hereby has been
passed upon by Richards, Layton & Finger, Wilmington, Delaware.

The consolidated financial statements and schedule of Ashland Coal
appearing or incorporated by reference in Ashland Coal's Annual
Report on Form 10-K for the year ended December 31, 1994 have been
audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included therein and incorporated herein
by reference. Such consolidated financial statements and schedules
are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and
auditing.

Item 6. Indemnification of Directors and Officers.

     In accordance with Delaware law, the Company's Restated
Certificate of Incorporation, as amended, contains provisions that
result in the elimination of the personal liability of directors
to the Company and its stockholders for monetary damages for
beaches of fiduciary duty as a director, except for (i) breach of
a director's duty of loyalty to the Company or to the stockholders,
(ii) acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii)
dividend or stock repurchases or redemptions that are illegal under
Delaware law and (iv) any transaction for which a director receives
an improper personal benefit. These provisions pertain only to
breaches of duty by directors as directors and not in any other
capacity, such as officers. As a result of the inclusion of such
provisions, stockholders may be unable to recover monetary damages
against directors for actions taken by them that constitute
negligence or gross negligence or that are in violation of their
fiduciary duty, although it may be possible to obtain injunctive
or other equitable relief with respect to such actions. If
equitable remedies are found not to be available to stockholders
in any particular case, stockholders may not have any effective
remedy against the challenged conduct.

     The Company's Amended Bylaws ("Bylaws") provide that the
Company may indemnify every person who is or was an officer,
director or employee of the Company (or other corporation, which
such person served at the Company's request) against expenses
(including attorneys' fees) and costs, judgements, settlements and
fines incurred in the defense of any claim, including any claim
brought by or in the right of the Company, to which such person was
made party by reason of being or having been an officer, director
or employee, provided such person acted in good faith, in what he
or she reasonably believed to be in the best interests of the
Company, and in addition, in any criminal action or proceeding, had
no reasonable belief that his or her conduct was unlawful and,
provided further, that in the case of any claim brought by or in
the right of the Company, no indemnification shall be made in
respect of any such claim as to which such officer, director or
employee shall have been adjudged to be liable for negligence or
misconduct in the performance of his or her duties, unless a court
shall determine such person is fairly and reasonably entitled to
indemnity. Notwithstanding the foregoing, any person who is wholly
successful on the merits or otherwise is entitled to indemnifica-
tion as a matter of right.

     The Company has entered into indemnification agreements (the
"Agreements") with its directors and certain of its officers. The
Agreements contractually obligate the Company to indemnify the
directors and such officers to the same extent provided for in the
Company's Bylaws and also require the Company to provide
indemnification beyond that provided for in the Company's Bylaws
to the extent permitted by Delaware law. Among other things, and
subject to certain exceptions, the Agreements require the Company
to indemnify the director or officer against all judgments, fines,
amounts paid in settlement and reasonable expenses (including
attorneys' fees) incurred by the director or officer in any
proceeding where the director or officer was, is or is threatened
to be made, a party by reason of the fact that he was or is a
director, officer, employee or agent of the Company or was or is
serving at the request of the Company in any such capacities with
another enterprise. Among other exceptions, the director or officer
is not entitled to indemnification to the extent that it is
determined, in accordance with the Agreement and applicable law,
that the director or officer did not act in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the Company or, with respect to any criminal
proceeding, that the director or officer had reasonable cause to
believe his conduct was unlawful. The Agreements also require,
under certain circumstances, advance payment of expenses incurred
in investigating, defending or appealing any proceeding. The rights
created by the Agreements are not exclusive of any other rights to
which the director or officer may be entitled under any provision
of law, the Company's Restated Certificate of Incorporation, Bylaws
or otherwise.

     Ashland Coal has purchased insurance which insures (subject
to certain terms and conditions, exclusions and deductibles)
Ashland Coal against certain costs which Ashland Coal might be
required to pay by way of indemnification to its directors or
officers under its Articles or By-laws, indemnification agreements
or otherwise, and which protects individual directors and officers
from certain losses for which they might not be indemnified by
Ashland Coal. In addition, Ashland Coal has purchased insurance
which provides liability coverage (subject to certain terms and
conditions, exclusions and deductibles) for amounts which Ashland
Coal, or the fiduciaries under Ashland Coal's employee benefit
plans, which may include directors, officers and employees of
Ashland Coal, might be required to pay as a result of a breach of
fiduciary duty.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

     4.1    Ashland Coal, Inc. 1995 Stock Incentive Plan (filed
            as Exhibit 10.1 to Ashland Coal's Quarterly Report on
            Form 10-Q for the Quarterly Period Ended June 30, 1995
            and incorporated herein by reference).

     4.2    Restated Articles of Incorporation, as amended, of
            Ashland Coal (filed as Exhibit 3.1 to Ashland Coal's
            Post-Effective Amendment No. 1 to its Form S-3
            Registration Statement dated May 5, 1993, and
            incorporated herein by reference).
     
     5      Opinion of Richards, Layton & Finger, Wilmington,
            Delaware, including Counsel's consent concerning
            securities registered hereunder.

     24.1   Consent of Ernst & Young LLP, independent auditors.

     24.2   Consent of Richards, Layton & Finger (included as
            part of Exhibit 5).

     25 Power of Attorney.

Item 9. Undertakings.

     (a)    The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being 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; (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 to such
information in the registration statement; provided, however, that
subparagraphs (i) and (ii), above, do not apply if the information
required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.

            (2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 of
1933 each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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 of 1933 may be permitted to directors, officers
and controlling persons of Ashland Coal pursuant to the foregoing
provisions, or otherwise, Ashland Coal has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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, Ashland Coal 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 Act and will be governed by the final
adjudication of such issue.
PAGE
SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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 Huntington and
State of West Virginia on this 4th day of October, 1995.
                                Ashland Coal, Inc.
                                (Registrant)

                               By: /s/ Roy F. Layman    

                                   Roy F. Layman
                                   Administrative Vice President-
                                   Law and Human Resources, and
                                   Secretary

         Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.

         Signature and Title

William C. Payne*
         Chairman of the Board, President,
              Chief Executive Officer and Director

Paul W. Chellgren*
         Director

Robert E. Yancey, Jr.*
         Director

Thomas L. Feazell*
         Director
                                   *BY:   /s/ Roy F. Layman    
J. Marvin Quin*
         Director                  Roy F. Layman
                                   Administrative Vice President-
Juan Antonio Ferrando*             Law and Human Resources,
         Director                  and Secretary
                                   (Attorney-in-Fact)
Robert L. Hintz*
         Director                  Date: October 4  , 1995 
         
Robert A. Charpie*
         Director

J. A. Brothers*
         Director 

Thomas Marshall*
         Director

         Original powers of attorney authorizing and each of them,
to sign this Registration Statement on behalf of the above named
officers and directors of the Company are being filed herewith with
the Securities and Exchange Commission.
EXHIBIT INDEX

                                            
                                            
   Exhibit                                    
   No.                 Description             

   4.1       Ashland Coal, Inc. 1995 Stock Incentive Plan (filed
             as Exhibit 10.1 to Ashland Coal's Quarterly Report on
             Form 10-Q for the quarterly period Ended June 30,
             1995 and incorporated herein by reference).

   4.2       Restated Articles of Incorporation, as amended, of
             Ashland Coal (filed as Exhibit 3.1 to Ashland Coal's
             Post-Effective Amendment No. 1 to its Form S-3
             Registration Statement dated May 5, 1993, and
             incorporated herein by reference).
   
   5         Opinion of Richards, Layton & Finger, Wilmington,
             Delaware, including Counsel's consent, concerning
             securities registered hereunder.

   24.1      Consent of Ernst & Young LLP, independent auditors.

   24.2      Consent of Richards, Layton & Finger, Wilmington,
             Delaware (included as part of Exhibit 5).

   25        Power of Attorney.