AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1997

                                           REGISTRATION NO. 333-________

 ------------------------------------------------------------------------------
                                    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.)

        SUITE 300                                              63131
      CITYPLACE ONE                                         (Zip Code)
      CREVE COEUR, MO
(Address of principal executive
            offices)

                  COAL-MAC, INC. SAVINGS AND RETIREMENT PLAN
                            (Full title of the plan)

                                 JEFFRY N. QUINN
                                 ARCH COAL, INC.
                            SUITE 300, CITYPLACE ONE
                               ST. LOUIS, MO 63141
                                (314) 994-2720
     (Name, address and telephone number of agent for service of process)

                         CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------
                                   Proposed        Proposed
    Title of                       Maximum         Maximum
   Securities       Amount         Offering        Aggregate       Amount of
      To Be          To Be         Price Per       Offering      Registration
   Registered       Registered     Share (1)       Price (1)         Fee
-------------------------------------------------------------------------------
Common Stock,
$0.01 par        
value per           50,000         $28.9375         $1,446,875       $438.45
share ......        shares (2)                  
-------------------------------------------------------------------------------

(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

      Item 3.     Incorporation of Documents by Reference.

      The following  documents filed by Arch Coal, Inc. (the "Company" or "ACI")
and the  Coal-Mac,  Inc.  Savings  and  Retirement  Plan (the  "Plan")  with the
Securities and Exchange  Commission (the "Commission")  under the Securities and
Exchange Act of 1934 (the "Exchange Act") are  incorporated by reference in 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  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 Item 4 of the Registrant's
            Registration  Statement on Form 8-B filed on June 30, 1997 under the
            Exchange Act including any amendment or report filed for the purpose
            of updating such description.

      In addition,  all  documents  filed by the Company or the Plan 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.

            Not applicable.

                                       2
<PAGE>


      Item 5.     Interests of Named Experts and Counsel.

            Not applicable

      Item 6.     Indemnification of Directors and Officers.

      In  accordance  with  Delaware  law and with  certain  limited  exceptions
specified  therein,  Article  Ninth of 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 breaches of their fiduciary duties as a director.

      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
his 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.  The  Company's  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  maintains  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  directors  and
officers of the Company 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.
                                       3

<PAGE>


      Directors of the Company who are officers or directors of Ashland  Inc., a
Delaware corporation ("Ashland"),  also may be entitled to indemnification under
the  provisions  of Ashland's  Bylaws  providing  for the indemnity of Ashland's
officers and directors,  who serve, at the request of Ashland,  as an officer or
director of another corporation.

      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;

            (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 Paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3 and
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  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  herein,  and the
offering of such securities at

                                       4
<PAGE>


            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 Section 15(d) of the
Exchange Act (and,  where  applicable,  each filing of the 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.

      (h)  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  foregoing  provisions,  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.

                                       5

<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,  State of West Virginia,  as of June 30,
1997.

                                          ARCH COAL, INC.

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


      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by the  undersigned  persons  in the
capacities  stated  as of the 30th day of June,  1997.  Each of the  undersigned
officers and directors of Arch Coal, Inc. hereby severally  constitute Steven F.
Leer, Patrick A. Kriegshauser, and Jeffry N. Quinn, and each of them singly, our
true and  lawful  attorneys-in-fact  with full  power to them,  and each of them
singly,  to sign for us and in our names in the capacities  indicated below, and
to file any and all amendments to the  Registration  Statement  filed  herewith,
making  such  changes in the  Registration  Statement  as the  registrant  deems
appropriate,  and  generally  to do all such  things  in our name and  behalf as
officers and directors to enable Arch Coal,  Inc. to comply with the  provisions
of the  Securities  Act of 1933,  and all  requirements  of the  Securities  and
Exchange Commission.


SIGNATURE                                    TITLE

/s/ Steven F. Leer                  President, Chief Executive 
Steven F. Leer                      Officer and Director  
                                    (Principal Executive Officer)


/s/ Patrick A. Kriegshauser         Senior Vice President,
Patrick A. Kriegshauser             Treasurer and Chief Financial
                                    Officer
                                    (Principal Financial Officer)

                                       6
<PAGE>


/s/ James P. Pye                    Controller
James P. Pye                        (Principal Accounting Officer)

/s/ John R. Hall                    Chairman of the Board of
John R. Hall                        Directors

/s/ James R. Boyd                   Director
James R. Boyd

/s/ Robert A. Charpie               Director
Robert A. Charpie

/s/ Paul W. Chellgren               Director
Paul W. Chellgren

/s/ Thomas L. Feazell               Director
Thomas L. Feazell

/s/ Juan Antonio Ferrando           Director
Juan Antonio Ferrando

/s/ Robert L. Hintz                 Director
Robert L. Hintz

/s/ Douglas H. Hunt                 Director
Douglas H. Hunt

/s/ Steven F. Leer                  Director
Steven F. Leer

/s/ Thomas Marshall                 Director
Thomas Marshall

/s/ James L. Parker                 Director
James L. Parker

/s/ J. Marvin Quin                  Director
J. Marvin Quin

/s/ Ronald Eugene Samples           Director
Ronald Eugene Samples

                                       7

<PAGE>


THE PLAN.  Pursuant to the  requirements of the Securities Act of 1933, the Plan
Administrator  has duly caused this  Registration  Statement to be signed on the
Plan's behalf by the  undersigned,  thereunto  duly  authorized,  in the City of
Huntington, State of West Virginia, as of June 30, 1997.

                                          COAL-MAC, INC. SAVINGS
                                          AND RETIREMENT PLAN

                                          By: /s/ Richard Phillips
                                              Richard Phillips
                                              Plan Administrator



                                       8

<PAGE>


                                INDEX OF EXHIBITS


Exhibit
Number                       Description of Document


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      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).

4.4      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).

4.5      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).

4.6      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     Coal-Mac, Inc. Savings and Retirement Plan (filed herewith)

                                       9
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR COAL-MAC, INC.", "secsgml_size_bytes": 18145}]
{"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": "333-30567", "film-number": "97634986"}, "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-________

 ------------------------------------------------------------------------------
                                    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.)

        SUITE 300                                              63131
      CITYPLACE ONE                                         (Zip Code)
      CREVE COEUR, MO
(Address of principal executive
            offices)

                  COAL-MAC, INC. SAVINGS AND RETIREMENT PLAN
                            (Full title of the plan)

                                 JEFFRY N. QUINN
                                 ARCH COAL, INC.
                            SUITE 300, CITYPLACE ONE
                               ST. LOUIS, MO 63141
                                (314) 994-2720
     (Name, address and telephone number of agent for service of process)

                         CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------
                                   Proposed        Proposed
    Title of                       Maximum         Maximum
   Securities       Amount         Offering        Aggregate       Amount of
      To Be          To Be         Price Per       Offering      Registration
   Registered       Registered     Share (1)       Price (1)         Fee
-------------------------------------------------------------------------------
Common Stock,
$0.01 par        
value per           50,000         $28.9375         $1,446,875       $438.45
share ......        shares (2)                  
-------------------------------------------------------------------------------

(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

      Item 3.     Incorporation of Documents by Reference.

      The following  documents filed by Arch Coal, Inc. (the "Company" or "ACI")
and the  Coal-Mac,  Inc.  Savings  and  Retirement  Plan (the  "Plan")  with the
Securities and Exchange  Commission (the "Commission")  under the Securities and
Exchange Act of 1934 (the "Exchange Act") are  incorporated by reference in 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  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 Item 4 of the Registrant's
            Registration  Statement on Form 8-B filed on June 30, 1997 under the
            Exchange Act including any amendment or report filed for the purpose
            of updating such description.

      In addition,  all  documents  filed by the Company or the Plan 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.

            Not applicable.

                                       2
Item 5.     Interests of Named Experts and Counsel.

            Not applicable

      Item 6.     Indemnification of Directors and Officers.

      In  accordance  with  Delaware  law and with  certain  limited  exceptions
specified  therein,  Article  Ninth of 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 breaches of their fiduciary duties as a director.

      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
his 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.  The  Company's  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  maintains  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  directors  and
officers of the Company 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.
                                       3
Directors of the Company who are officers or directors of Ashland  Inc., a
Delaware corporation ("Ashland"),  also may be entitled to indemnification under
the  provisions  of Ashland's  Bylaws  providing  for the indemnity of Ashland's
officers and directors,  who serve, at the request of Ashland,  as an officer or
director of another corporation.

      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;

            (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 Paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3 and
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  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  herein,  and the
offering of such securities at

                                       4
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 Section 15(d) of the
Exchange Act (and,  where  applicable,  each filing of the 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.

      (h)  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  foregoing  provisions,  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.

                                       5
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,  State of West Virginia,  as of June 30,
1997.

                                          ARCH COAL, INC.

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

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by the  undersigned  persons  in the
capacities  stated  as of the 30th day of June,  1997.  Each of the  undersigned
officers and directors of Arch Coal, Inc. hereby severally  constitute Steven F.
Leer, Patrick A. Kriegshauser, and Jeffry N. Quinn, and each of them singly, our
true and  lawful  attorneys-in-fact  with full  power to them,  and each of them
singly,  to sign for us and in our names in the capacities  indicated below, and
to file any and all amendments to the  Registration  Statement  filed  herewith,
making  such  changes in the  Registration  Statement  as the  registrant  deems
appropriate,  and  generally  to do all such  things  in our name and  behalf as
officers and directors to enable Arch Coal,  Inc. to comply with the  provisions
of the  Securities  Act of 1933,  and all  requirements  of the  Securities  and
Exchange Commission.

SIGNATURE                                    TITLE

/s/ Steven F. Leer                  President, Chief Executive 
Steven F. Leer                      Officer and Director  
                                    (Principal Executive Officer)

/s/ Patrick A. Kriegshauser         Senior Vice President,
Patrick A. Kriegshauser             Treasurer and Chief Financial
                                    Officer
                                    (Principal Financial Officer)

                                       6
/s/ James P. Pye                    Controller
James P. Pye                        (Principal Accounting Officer)

/s/ John R. Hall                    Chairman of the Board of
John R. Hall                        Directors

/s/ James R. Boyd                   Director
James R. Boyd

/s/ Robert A. Charpie               Director
Robert A. Charpie

/s/ Paul W. Chellgren               Director
Paul W. Chellgren

/s/ Thomas L. Feazell               Director
Thomas L. Feazell

/s/ Juan Antonio Ferrando           Director
Juan Antonio Ferrando

/s/ Robert L. Hintz                 Director
Robert L. Hintz

/s/ Douglas H. Hunt                 Director
Douglas H. Hunt

/s/ Steven F. Leer                  Director
Steven F. Leer

/s/ Thomas Marshall                 Director
Thomas Marshall

/s/ James L. Parker                 Director
James L. Parker

/s/ J. Marvin Quin                  Director
J. Marvin Quin

/s/ Ronald Eugene Samples           Director
Ronald Eugene Samples

                                       7
THE PLAN.  Pursuant to the  requirements of the Securities Act of 1933, the Plan
Administrator  has duly caused this  Registration  Statement to be signed on the
Plan's behalf by the  undersigned,  thereunto  duly  authorized,  in the City of
Huntington, State of West Virginia, as of June 30, 1997.

                                          COAL-MAC, INC. SAVINGS
                                          AND RETIREMENT PLAN

                                          By: /s/ Richard Phillips
                                              Richard Phillips
                                              Plan Administrator

                                       8
INDEX OF EXHIBITS

Exhibit
Number                       Description of Document

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      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).

4.4      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).

4.5      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).

4.6      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     Coal-Mac, Inc. Savings and Retirement Plan (filed herewith)

                                       9