As Filed with the Securities and Exchange Commission on July 1, 1997
                                                 Registration No. 333-____


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                                 ARCH COAL, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                             43-0921172
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                              Identification No.)

                            CITY PLACE ONE, SUITE 300
                            ST. LOUIS, MISSOURI 63141
                                 (314) 994-2700
       (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)


                    ARCH COAL, INC. 1997 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)



                              JEFFRY N. QUINN, ESQ.
 SENIOR VICE PRESIDENT -- LAW AND HUMAN RESOURCES, SECRETARY AND GENERAL COUNSEL
                                 ARCH COAL, INC.
                            CITY PLACE ONE, SUITE 300
                            ST. LOUIS, MISSOURI 63141
                                 (314) 994-2700
                (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                              ---------------------

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                                   PROPOSED          PROPOSED
    TITLE OF                       MAXIMUM         MAXIMUM           AMOUNT OF
   SECURITIES     AMOUNT TO BE  0FFERING PRICE     AGGREGATE        REGISTRATION
TO BE REGISTERED   REGISTERED    PER SHARE(1)    OFFERING PRICE(1)     FEE(1)
 -------------------------------------------------------------------------------
 Common Stock,      6,000,000    $28.9375         $173,625,000      $52,613.64
 $.01 par value     Shares(2)
 per share
 -------------------------------------------------------------------------------
(1) Computed  pursuant to Rule 457(h) solely for the purpose of determining  the
    registration fee.
(2) This  Registration  Statement  also covers such  additional shares of Common
    Stock as may be issuable pursuant to antidilution provisions.


<PAGE>


                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents  filed by Arch Coal,  Inc. (the  "Registrant")
with the  Securities  and Exchange  Commission  pursuant to the  Securities  and
Exchange Act of 1934,  as amended (the  "Exchange  Act"),  are  incorporated  by
reference into this Registration Statement:

         (a) The Proxy  Statement/Prospectus dated May 30, 1997 filed as part of
             the Registrant's Registration Statement on Form S-4 (No. 333-28149)
             pursuant to the Securities Act of 1933, as amended;

         (b) All reports  filed by the  Registrant  pursuant to Section 13(a) or
             15(d) of the  Securities  Exchange  Act of 1934,  as  amended  (the
             "Exchange Act"); and

         (c) The description of the  Registrant's  Common Stock,  par value $.01
             per share  (the  "Common  Stock"),  contained  in the  Registrant's
             Registration Statement on Form 8-B filed on June 17, 1997 under the
             Exchange Act.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which 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 herein
or in a document  incorporated or deemed to be incorporated  herein by reference
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the extent that a statement  contained  in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The  description  of the Common  Stock,  and  related  Preferred  Stock
Purchase Rights, contained in Item 1 of the Registrant's  Registration Statement
on Form 8-B filed on June 17, 1997 under the Exchange Act is incorporated herein
by reference.  The securities are registered under Section 12(b) of the Exchange
Act.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         In  accordance  with  Delaware  law,  Article  Ninth  of the  Company's
Restated  Certificate of  Incorporation,  as amended,  contains  provisions that
result in the elimination of the personal 

                                      II-1
<PAGE>

liability of directors to the Company and its  stockholders for monetary damages
for breaches of their fiduciary duties as a director, except for (i) breach of a
director's duty of loyalty to the company or to the  stockholders,  (ii) acts of
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  duties,  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  believes that such provisions are necessary to attract and
retain qualified individuals to serve as directors. In addition, such provisions
will allow  directors to perform their duties in good faith without  concern for
the application of monetary liability in the event that a court determines their
conduct to have been  negligent  or grossly  negligent.  On the other hand,  the
potential remedies  available to a Company  stockholder have been limited and it
is possible that directors may not  demonstrate  that same level of diligence or
care since they are protected by these provisions.

         Under  Section  145  of  the  Delaware   General   Corporation  law,  a
corporation  has the power to indemnify  directors  and officers  under  certain
prescribed  circumstances  and subject to certain  limitations  against  certain
costs and expenses,  including  attorneys' fees actually and reasonably incurred
in connection  with any action,  suit or proceeding,  whether  civil,  criminal,
administrative  or  investigative,  to which any of them is a party by reason of
this being a director or officer of the  corporation if it is determined that he
acted in accordance  with the  applicable  standard of conduct set forth in such
statutory  provision.  Article V of the Company Bylaws provides that the Company
will  indemnify any person who may be involved,  as a party or  otherwise,  in a
claim,  action,  suit or  proceeding  (other  than any  claim,  action,  suit or
proceeding brought by or in the right of the Company) by reason of the fact that
such person is or was a director or officer of the Company, or is or was serving
at the request of the Company as a director or officer of any other  corporation
or entity, against certain liabilities,  costs and expenses. The Company is also
authorized to and does maintain  insurance on behalf of any person who is or was
a director  or officer of the  Company , or is or was  serving at the request of
the Company as a director or officer of any other corporation or entity, against
any  liability  asserted  against such person and incurred by such person in any
such  capacity or arising out of his status as such,  whether or not the Company
would have the power to indemnify such person  against such liability  under the
Delaware General Corporation law.

         The company has entered into indemnity  agreements with persons who are
or were or shall be directors and/or officers of the Company, Ashland Coal, Inc.
and/or AMC Merger Corporation;  and other persons who are or were serving, shall
serve,  or shall  have  served at the  request  of the  company  as a  director,
officer,  partner, trustee,  fiduciary,  employee or agent of another foreign or
domestic corporation or non-profit corporation,  cooperative, partnership, joint
venture,  trust,  employee benefit plan, or other incorporated or unincorporated
enterprise.

                                      II-2
<PAGE>

         Directors  of the Company who are officers of certain  shareholders  of
the Company also may be entitled to indemnification under the provisions of that
shareholders'  Bylaws  providing for the indemnity of officers who serve, at the
request of such shareholders, as a director of another corporation.

         Under the Plan, the Company is required to indemnify the Committee, the
individual  members  thereof and persons  acting as authorized  delegates of the
Committee against all expenses (including  attorneys' fees),  costs,  judgements
and settlements  incurred in connection with any claim,  made or threatened,  by
reason of the performance of any action pursuant to the plan if the Committee or
its members or authorized  delegates did not act in willful violation of the law
or regulation under which such liability, loss, cost or expense arises.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         Reference is made to the Exhibit Index filed herewith.

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.  Notwithstanding the foregoing,
            any  increase or decrease  in volume of  securities  offered (if the
            total dollar value of securities offered would not exceed that which
            was  registered)  and any deviation  from the low or high end of the
            estimated  maximum  offering  range may be  reflected in the form of
            prospectus filed with the Commission  pursuant to Rule 424(b) if, in
            the  aggregate,  the changes in volume and price  represent  no more
            than a 20% change in the maximum aggregate  offering price set forth
            in the  "Calculation  of  Registration  Fee" table in the  effective
            registration statement; and

                  (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;
    
                                  II-3

<PAGE>

         PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the registration statement is on Form S-3 or Form S-8, and 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  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 the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  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,  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 Act and will
be governed by the final adjudication of such issue.

                                      II-4
<PAGE>
                                  SIGNATURES

         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 St. Louis, Missouri on July 1, 1997.


                                 ARCH COAL, INC.

                                    By:/s/ Jeffry N. Quinn
                                       Jeffry N. Quinn
                                       Senior Vice President - Law and Human
                                       Resources, General Counsel and
                                       Secretary



                              POWER OF ATTORNEY

            Each  person  whose   signature   appears  below  hereby   severally
constitutes  and appoints  Steven F. Leer,  Patrick A.  Kriegshauser,  Jeffry N.
Quinn,  and James P. Pye his true and lawful  attorney-in-fact  and agent,  with
full  power of  substitution  and  resubstitution,  for such  person and in such
person's name,  place and stead, in any and all capacities,  to sign any and all
amendments (including post-effective  amendments) to this Registration Statement
on Form S-8, and to file the same, with all exhibits thereto and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all that  said  attorney-in-fact  and  agent or his  substitute  may
lawfully do or cause to be done by virtue hereof.

            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 dates indicated.


SIGNATURES                   TITLE                                  DATE

/s/ Steven F. Leer          President, Chief Executive Officer      July 1, 1997
Steven F. Leer              and Director
                            
                     
/s/ Patrick Kriegshauser    Senior Vice President, Treasurer        July 1, 1997
Patrick A. Kriegshauser     and Chief Financial Officer
                            (Principal Financial Officer)
 
/s/ James P. Pye            Controller                              July 1, 1997
James P. Pye                (Principal Accounting Officer)


                                 II-5

<PAGE>

/s/ John R. Hall                Chairman of the Board of            July 1, 1997
John R. Hall                    Directors
                             
/s/ James R. Boyd               Director                            July 1, 1997
James R. Boyd       

/s/ Robert A. Charpie           Director                            July 1, 1997
Robert A. Charpie

/s/ Paul W. Chellgren           Director                            July 1, 1997
Paul W. Chellgren

/s/ Thomas L. Feazell           Director                            July 1, 1997
Thomas L. Feazell

/s/ Juan Antonio Ferrando       Director                            July 1, 1997
Juan Antonio Ferrando         

/s/ Robert L. Hintz             Director                            July 1, 1997
Robert L. Hintz               

/s/ Douglas H. Hunt             Director                            July 1, 1997
Douglas H. Hunt        

/s/ Thomas Marshall             Director                            July 1, 1997
Thomas Marshall                

/s/ James L. Parker             Director                            July 1, 1997
James L. Parker                

/s/ J. Marvin Quin              Director                            July 1, 1997
J. Marvin Quin                 

/s/ Ronald Eugene Samples       Director                            July 1, 1997
Ronald Eugene Samples          

                                      II-6

<PAGE>
                                 ARCH COAL, INC.

                                  EXHIBIT INDEX
Exhibit
Number                             Description
-------                            -----------   


4.1     Restated  Certificate of Incorporation of the Registrant  (incorporated
        herein by  reference  to Exhibit 3.2 to the  Registrant's  Registration
        Statement  on Form S-4 (No.  333-28149)  filed with the  Commission  on
        May 30, 1997 (the "Form S-4"))

4.2     Restated and Amended By-laws of the Registrant  (incorporated herein by
        reference to Exhibit 3.4 to the Form S-4)

4.3     Arch Coal, Inc. 1997 Stock Incentive Plan (filed herewith)

4.4     Stockholders  Agreement,  dated  as of  April 4,  1997,  among  Carboex
        International,  Ltd.,  Ashland  Inc. and the  Registrant  (incorporated
        herein by reference to Exhibit 4.1 to the Form S-4).

4.5     Registration  Rights  Agreement,  dated as of April 4, 1997,  among the
        Registrant, Ashland Inc., Carboex International,  Ltd. and the entities
        listed on Schedules I and II thereto  (incorporated herein by reference
        to Exhibit 4.2 to the Form S-4).

4.6     Agreement  Relating  to  Nonvoting  Observer,  executed  as of April 4,
        1997,  among  Carboex   International,   Ltd.,  Ashland  Inc.  and  the
        Registrant  (incorporated  herein by  reference  to Exhibit  4.3 to the
        Form S-4).

4.7     The Registrant has not filed certain instruments with respect to  long-
        term  debt since the total amount of  securities  authorized  thereunder
        does  not exceed 10% of the total  assets  of  the  Registrant  and  its
        subsidiaries  on a consolidated basis.  The Registrant agrees to furnish
        a copy of any such agreement to the Commission upon request.

5.1     Opinion  of Jeffry  N. Quinn  regarding the validity of the Common Stock
        (filed herewith)

23.1    Consent of Arthur Andersen LLP (filed herewith)

23.2    Consent of Jeffry N. Quinn (included in Exhibit 5.1)

24.1    Power of Attorney (included in Signature Page)

99.1    Arch Coal, Inc. 1997 Stock Incentive Plan (incorporated by reference to 
        Exhibit 10.19 of the Form S-A).


                                      II-7
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR ARCH COAL, INC.", "secsgml_size_bytes": 21997}]
{"company-data": {"conformed-name": "ARCH MINERAL CORP", "cik": "0001037676", "assigned-sic": "1221", "irs-number": "430921172", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30565", "film-number": "97634985"}, "business-address": {"street1": "CITYPLACE ONE SUITE 300", "city": "CREVE COEUR", "state": "MO", "zip": "63141", "phone": "3149942700"}, "mail-address": {"street1": "CITYPLACE ONE SUITE 300", "city": "CREVE COEUR", "state": "MO", "zip": "63141"}}
As Filed with the Securities and Exchange Commission on July 1, 1997
                                                 Registration No. 333-____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                 ARCH COAL, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                             43-0921172
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                              Identification No.)

                            CITY PLACE ONE, SUITE 300
                            ST. LOUIS, MISSOURI 63141
                                 (314) 994-2700
       (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                    ARCH COAL, INC. 1997 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                              JEFFRY N. QUINN, ESQ.
 SENIOR VICE PRESIDENT -- LAW AND HUMAN RESOURCES, SECRETARY AND GENERAL COUNSEL
                                 ARCH COAL, INC.
                            CITY PLACE ONE, SUITE 300
                            ST. LOUIS, MISSOURI 63141
                                 (314) 994-2700
                (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                              ---------------------

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                                   PROPOSED          PROPOSED
    TITLE OF                       MAXIMUM         MAXIMUM           AMOUNT OF
   SECURITIES     AMOUNT TO BE  0FFERING PRICE     AGGREGATE        REGISTRATION
TO BE REGISTERED   REGISTERED    PER SHARE(1)    OFFERING PRICE(1)     FEE(1)
 -------------------------------------------------------------------------------
 Common Stock,      6,000,000    $28.9375         $173,625,000      $52,613.64
 $.01 par value     Shares(2)
 per share
 -------------------------------------------------------------------------------
(1) Computed  pursuant to Rule 457(h) solely for the purpose of determining  the
    registration fee.
(2) This  Registration  Statement  also covers such  additional shares of Common
    Stock as may be issuable pursuant to antidilution provisions.
PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents  filed by Arch Coal,  Inc. (the  "Registrant")
with the  Securities  and Exchange  Commission  pursuant to the  Securities  and
Exchange Act of 1934,  as amended (the  "Exchange  Act"),  are  incorporated  by
reference into this Registration Statement:

         (a) The Proxy  Statement/Prospectus dated May 30, 1997 filed as part of
             the Registrant's Registration Statement on Form S-4 (No. 333-28149)
             pursuant to the Securities Act of 1933, as amended;

         (b) All reports  filed by the  Registrant  pursuant to Section 13(a) or
             15(d) of the  Securities  Exchange  Act of 1934,  as  amended  (the
             "Exchange Act"); and

         (c) The description of the  Registrant's  Common Stock,  par value $.01
             per share  (the  "Common  Stock"),  contained  in the  Registrant's
             Registration Statement on Form 8-B filed on June 17, 1997 under the
             Exchange Act.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which 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 herein
or in a document  incorporated or deemed to be incorporated  herein by reference
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the extent that a statement  contained  in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The  description  of the Common  Stock,  and  related  Preferred  Stock
Purchase Rights, contained in Item 1 of the Registrant's  Registration Statement
on Form 8-B filed on June 17, 1997 under the Exchange Act is incorporated herein
by reference.  The securities are registered under Section 12(b) of the Exchange
Act.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         In  accordance  with  Delaware  law,  Article  Ninth  of the  Company's
Restated  Certificate of  Incorporation,  as amended,  contains  provisions that
result in the elimination of the personal 

                                      II-1
liability of directors to the Company and its  stockholders for monetary damages
for breaches of their fiduciary duties as a director, except for (i) breach of a
director's duty of loyalty to the company or to the  stockholders,  (ii) acts of
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  duties,  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  believes that such provisions are necessary to attract and
retain qualified individuals to serve as directors. In addition, such provisions
will allow  directors to perform their duties in good faith without  concern for
the application of monetary liability in the event that a court determines their
conduct to have been  negligent  or grossly  negligent.  On the other hand,  the
potential remedies  available to a Company  stockholder have been limited and it
is possible that directors may not  demonstrate  that same level of diligence or
care since they are protected by these provisions.

         Under  Section  145  of  the  Delaware   General   Corporation  law,  a
corporation  has the power to indemnify  directors  and officers  under  certain
prescribed  circumstances  and subject to certain  limitations  against  certain
costs and expenses,  including  attorneys' fees actually and reasonably incurred
in connection  with any action,  suit or proceeding,  whether  civil,  criminal,
administrative  or  investigative,  to which any of them is a party by reason of
this being a director or officer of the  corporation if it is determined that he
acted in accordance  with the  applicable  standard of conduct set forth in such
statutory  provision.  Article V of the Company Bylaws provides that the Company
will  indemnify any person who may be involved,  as a party or  otherwise,  in a
claim,  action,  suit or  proceeding  (other  than any  claim,  action,  suit or
proceeding brought by or in the right of the Company) by reason of the fact that
such person is or was a director or officer of the Company, or is or was serving
at the request of the Company as a director or officer of any other  corporation
or entity, against certain liabilities,  costs and expenses. The Company is also
authorized to and does maintain  insurance on behalf of any person who is or was
a director  or officer of the  Company , or is or was  serving at the request of
the Company as a director or officer of any other corporation or entity, against
any  liability  asserted  against such person and incurred by such person in any
such  capacity or arising out of his status as such,  whether or not the Company
would have the power to indemnify such person  against such liability  under the
Delaware General Corporation law.

         The company has entered into indemnity  agreements with persons who are
or were or shall be directors and/or officers of the Company, Ashland Coal, Inc.
and/or AMC Merger Corporation;  and other persons who are or were serving, shall
serve,  or shall  have  served at the  request  of the  company  as a  director,
officer,  partner, trustee,  fiduciary,  employee or agent of another foreign or
domestic corporation or non-profit corporation,  cooperative, partnership, joint
venture,  trust,  employee benefit plan, or other incorporated or unincorporated
enterprise.

                                      II-2
Directors  of the Company who are officers of certain  shareholders  of
the Company also may be entitled to indemnification under the provisions of that
shareholders'  Bylaws  providing for the indemnity of officers who serve, at the
request of such shareholders, as a director of another corporation.

         Under the Plan, the Company is required to indemnify the Committee, the
individual  members  thereof and persons  acting as authorized  delegates of the
Committee against all expenses (including  attorneys' fees),  costs,  judgements
and settlements  incurred in connection with any claim,  made or threatened,  by
reason of the performance of any action pursuant to the plan if the Committee or
its members or authorized  delegates did not act in willful violation of the law
or regulation under which such liability, loss, cost or expense arises.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         Reference is made to the Exhibit Index filed herewith.

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.  Notwithstanding the foregoing,
            any  increase or decrease  in volume of  securities  offered (if the
            total dollar value of securities offered would not exceed that which
            was  registered)  and any deviation  from the low or high end of the
            estimated  maximum  offering  range may be  reflected in the form of
            prospectus filed with the Commission  pursuant to Rule 424(b) if, in
            the  aggregate,  the changes in volume and price  represent  no more
            than a 20% change in the maximum aggregate  offering price set forth
            in the  "Calculation  of  Registration  Fee" table in the  effective
            registration statement; and

                  (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;
    
                                  II-3
PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the registration statement is on Form S-3 or Form S-8, and 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  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 the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  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,  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 Act and will
be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

         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 St. Louis, Missouri on July 1, 1997.

                                 ARCH COAL, INC.

                                    By:/s/ Jeffry N. Quinn
                                       Jeffry N. Quinn
                                       Senior Vice President - Law and Human
                                       Resources, General Counsel and
                                       Secretary

                              POWER OF ATTORNEY

            Each  person  whose   signature   appears  below  hereby   severally
constitutes  and appoints  Steven F. Leer,  Patrick A.  Kriegshauser,  Jeffry N.
Quinn,  and James P. Pye his true and lawful  attorney-in-fact  and agent,  with
full  power of  substitution  and  resubstitution,  for such  person and in such
person's name,  place and stead, in any and all capacities,  to sign any and all
amendments (including post-effective  amendments) to this Registration Statement
on Form S-8, and to file the same, with all exhibits thereto and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all that  said  attorney-in-fact  and  agent or his  substitute  may
lawfully do or cause to be done by virtue hereof.

            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 dates indicated.

SIGNATURES                   TITLE                                  DATE

/s/ Steven F. Leer          President, Chief Executive Officer      July 1, 1997
Steven F. Leer              and Director
                            
                     
/s/ Patrick Kriegshauser    Senior Vice President, Treasurer        July 1, 1997
Patrick A. Kriegshauser     and Chief Financial Officer
                            (Principal Financial Officer)
 
/s/ James P. Pye            Controller                              July 1, 1997
James P. Pye                (Principal Accounting Officer)

                                 II-5
/s/ John R. Hall                Chairman of the Board of            July 1, 1997
John R. Hall                    Directors
                             
/s/ James R. Boyd               Director                            July 1, 1997
James R. Boyd       

/s/ Robert A. Charpie           Director                            July 1, 1997
Robert A. Charpie

/s/ Paul W. Chellgren           Director                            July 1, 1997
Paul W. Chellgren

/s/ Thomas L. Feazell           Director                            July 1, 1997
Thomas L. Feazell

/s/ Juan Antonio Ferrando       Director                            July 1, 1997
Juan Antonio Ferrando         

/s/ Robert L. Hintz             Director                            July 1, 1997
Robert L. Hintz               

/s/ Douglas H. Hunt             Director                            July 1, 1997
Douglas H. Hunt        

/s/ Thomas Marshall             Director                            July 1, 1997
Thomas Marshall                

/s/ James L. Parker             Director                            July 1, 1997
James L. Parker                

/s/ J. Marvin Quin              Director                            July 1, 1997
J. Marvin Quin                 

/s/ Ronald Eugene Samples       Director                            July 1, 1997
Ronald Eugene Samples          

                                      II-6
ARCH COAL, INC.

                                  EXHIBIT INDEX
Exhibit
Number                             Description
-------                            -----------   

4.1     Restated  Certificate of Incorporation of the Registrant  (incorporated
        herein by  reference  to Exhibit 3.2 to the  Registrant's  Registration
        Statement  on Form S-4 (No.  333-28149)  filed with the  Commission  on
        May 30, 1997 (the "Form S-4"))

4.2     Restated and Amended By-laws of the Registrant  (incorporated herein by
        reference to Exhibit 3.4 to the Form S-4)

4.3     Arch Coal, Inc. 1997 Stock Incentive Plan (filed herewith)

4.4     Stockholders  Agreement,  dated  as of  April 4,  1997,  among  Carboex
        International,  Ltd.,  Ashland  Inc. and the  Registrant  (incorporated
        herein by reference to Exhibit 4.1 to the Form S-4).

4.5     Registration  Rights  Agreement,  dated as of April 4, 1997,  among the
        Registrant, Ashland Inc., Carboex International,  Ltd. and the entities
        listed on Schedules I and II thereto  (incorporated herein by reference
        to Exhibit 4.2 to the Form S-4).

4.6     Agreement  Relating  to  Nonvoting  Observer,  executed  as of April 4,
        1997,  among  Carboex   International,   Ltd.,  Ashland  Inc.  and  the
        Registrant  (incorporated  herein by  reference  to Exhibit  4.3 to the
        Form S-4).

4.7     The Registrant has not filed certain instruments with respect to  long-
        term  debt since the total amount of  securities  authorized  thereunder
        does  not exceed 10% of the total  assets  of  the  Registrant  and  its
        subsidiaries  on a consolidated basis.  The Registrant agrees to furnish
        a copy of any such agreement to the Commission upon request.

5.1     Opinion  of Jeffry  N. Quinn  regarding the validity of the Common Stock
        (filed herewith)

23.1    Consent of Arthur Andersen LLP (filed herewith)

23.2    Consent of Jeffry N. Quinn (included in Exhibit 5.1)

24.1    Power of Attorney (included in Signature Page)

99.1    Arch Coal, Inc. 1997 Stock Incentive Plan (incorporated by reference to 
        Exhibit 10.19 of the Form S-A).

                                      II-7