As Filed with the Securities and Exchange Commission on August 4, 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. AND SUBSIDIARIES EMPLOYEE THRIFT 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        AMOUNT OF
 TITLE OF SECURITIES  AMOUNT TO BE     MAXIMUM        MAXIMUM      REGISTRATION
 TO BE REGISTERED      REGISTERED      OFFERING      AGGREGATE        FEE(1)
                                        PRICE        OFFERING
                                     PER SHARE(1)    PRICE(1)

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

 Common Stock,          500,000       $28.125       $14,062,500         $4,262
 $.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;

               The   Annual  Report  on   Form  11-K  dated  August  4,    1997,
               of the Arch Coal, Inc. and Subsidiaries Employee Thrift Plan;

         (b)   The Current  Report on Form  8-K/A-1  filed on July 8, 1997 under
               the Exchange Act to report a change in the Registrant's certified
               public accountants;

               The  Current  Report on Form 8-K filed on July 15, 1997 under the
               Exchange Act to report the acquisition of Ashland Coal, Inc.;

               The  Current  Report on Form 8-K filed on July 30, 1997 to report
               the implementation of a share repurchase program; 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  contained  in  Item  1 of the
Registrant's Registration Statement on Form 8-B filed on June 17, 1997 under the
Exchange Act 

                                      II-1
<PAGE>

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, the Registrant's  Restated Certificate
of Incorporation, as amended, contains provisions that result in the elimination
of the personal  liability of directors to the Registrant  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.

         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  Registrant's  Bylaws  provides that the
Registrant  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  Registrant)  by reason of
the fact that such person is or was a director or officer of the Registrant,  or
is or was serving at the request of the  Registrant  as a director or officer of
any  other  corporation  or  entity,  against  certain  liabilities,  costs  and
expenses.  The Registrant is also  authorized to and does maintain  insurance on
behalf of any person who is or was a director or officer of the  Registrant , or
is or was serving at the request of the  Registrant  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 Registrant would have the power to indemnify
such person against such liability under the Delaware General Corporation law.

         The Registrant has entered into indemnity  agreements  with persons who
are directors  and/or officers of the  Registrant;  and other persons who are or
were serving, shall serve, or shall have served at the request of the Registrant
as a  director,  officer,  partner,  trustee,  fiduciary,  employee  or agent of
another foreign or domestic corporation or non-profit corporation,  

                                      II-2
<PAGE>

cooperative,  partnership, joint venture, trust, employee benefit plan, or other
incorporated or unincorporated enterprise.

         Directors of the Registrant who are officers of certain shareholders of
the Registrant 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         Reference is made to the Exhibit Index filed  herewith.  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.

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 31, 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          July 31, 1997
---------------------------   Officer and Director
Steven F. Leer                

/s/ Patrick A. Kriegshauser   Senior Vice President, Treasurer    July 31, 1997
---------------------------
Patrick A. Kriegshauser       and Chief Financial Officer
                              (Principal Financial Officer)

/s/ James P. Pye              Controller                          July 31, 1997
---------------------------   (Principal Accounting Officer)
James P. Pye                  

                                      II-5
<PAGE>


/s/ John R. Hall               Chairman of the Board of           July 31, 1997
---------------------------    Directors
John R. Hall                   

/s/ James R. Boyd              Director                           July 31, 1997
---------------------------
James R. Boyd

/s/ Robert A. Charpie          Director                           July 31, 1997
---------------------------
Robert A. Charpie

/s/ Paul W. Chellgren          Director                           July 31, 1997
---------------------------
Paul W. Chellgren

/s/ Thomas L. Feazell          Director                           July 31, 1997
---------------------------
Thomas L. Feazell

/s/ Robert L. Hintz            Director                           July 31, 1997
---------------------------
Robert L. Hintz

/s/ Douglas H. Hunt            Director                           July 31, 1997
---------------------------
Douglas H. Hunt

/s/ Thomas Marshall            Director                           July 31, 1997
---------------------------
Thomas Marshall

/s/ James L. Parker            Director                           July 31, 1997
---------------------------
James L. Parker

/s/ J. Marvin Quin             Director                           July 31, 1997
---------------------------
J. Marvin Quin

/s/ Ronald E. Samples          Director                           July 31, 1997
---------------------------
Ronald E. Samples

                                      II-6
<PAGE>

THE PLAN.  Pursuant to the  requirements of the Securities Act of 1933, the Plan
Administrator has caused this Registration  Statement to be signed on the Plan's
behalf   by  the   undersigned,   thereunto  duly   authorized,   in the city of
St. Louis, Missouri, as of July 31, 1997.


                                    ARCH COAL, INC. AND SUBSIDIARIES
                                    EMPLOYEE THRIFT PLAN



                                    BY:  /s/ Teresa A. Daniel
                                         ------------------------
                                         Plan Administrator


<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       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).

  5.1       Opinion of Jeffry N. Quinn  regarding  the  validity of the Common
            Stock.

 23.1       Consent of Arthur Andersen LLP.

 23.2       Consent of Ernst & Young LLP.

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

 24.1       Power of Attorney (included in Signature Page).

 99.1       Arch Coal, Inc. and Subsidiaries Employee Thrift Plan.
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR ARCH COAL, INC.", "secsgml_size_bytes": 22437}]
{"company-data": {"conformed-name": "ARCH COAL INC", "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": "333-32777", "film-number": "97651062"}, "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"}, "former-company": {"former-conformed-name": "ARCH MINERAL CORP", "date-changed": "19970411"}}
As Filed with the Securities and Exchange Commission on August 4, 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. AND SUBSIDIARIES EMPLOYEE THRIFT 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        AMOUNT OF
 TITLE OF SECURITIES  AMOUNT TO BE     MAXIMUM        MAXIMUM      REGISTRATION
 TO BE REGISTERED      REGISTERED      OFFERING      AGGREGATE        FEE(1)
                                        PRICE        OFFERING
                                     PER SHARE(1)    PRICE(1)

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

 Common Stock,          500,000       $28.125       $14,062,500         $4,262
 $.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;

               The   Annual  Report  on   Form  11-K  dated  August  4,    1997,
               of the Arch Coal, Inc. and Subsidiaries Employee Thrift Plan;

         (b)   The Current  Report on Form  8-K/A-1  filed on July 8, 1997 under
               the Exchange Act to report a change in the Registrant's certified
               public accountants;

               The  Current  Report on Form 8-K filed on July 15, 1997 under the
               Exchange Act to report the acquisition of Ashland Coal, Inc.;

               The  Current  Report on Form 8-K filed on July 30, 1997 to report
               the implementation of a share repurchase program; 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  contained  in  Item  1 of the
Registrant's Registration Statement on Form 8-B filed on June 17, 1997 under the
Exchange Act 

                                      II-1
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, the Registrant's  Restated Certificate
of Incorporation, as amended, contains provisions that result in the elimination
of the personal  liability of directors to the Registrant  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.

         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  Registrant's  Bylaws  provides that the
Registrant  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  Registrant)  by reason of
the fact that such person is or was a director or officer of the Registrant,  or
is or was serving at the request of the  Registrant  as a director or officer of
any  other  corporation  or  entity,  against  certain  liabilities,  costs  and
expenses.  The Registrant is also  authorized to and does maintain  insurance on
behalf of any person who is or was a director or officer of the  Registrant , or
is or was serving at the request of the  Registrant  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 Registrant would have the power to indemnify
such person against such liability under the Delaware General Corporation law.

         The Registrant has entered into indemnity  agreements  with persons who
are directors  and/or officers of the  Registrant;  and other persons who are or
were serving, shall serve, or shall have served at the request of the Registrant
as a  director,  officer,  partner,  trustee,  fiduciary,  employee  or agent of
another foreign or domestic corporation or non-profit corporation,  

                                      II-2
cooperative,  partnership, joint venture, trust, employee benefit plan, or other
incorporated or unincorporated enterprise.

         Directors of the Registrant who are officers of certain shareholders of
the Registrant 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         Reference is made to the Exhibit Index filed  herewith.  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.

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 31, 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          July 31, 1997
---------------------------   Officer and Director
Steven F. Leer                

/s/ Patrick A. Kriegshauser   Senior Vice President, Treasurer    July 31, 1997
---------------------------
Patrick A. Kriegshauser       and Chief Financial Officer
                              (Principal Financial Officer)

/s/ James P. Pye              Controller                          July 31, 1997
---------------------------   (Principal Accounting Officer)
James P. Pye                  

                                      II-5
/s/ John R. Hall               Chairman of the Board of           July 31, 1997
---------------------------    Directors
John R. Hall                   

/s/ James R. Boyd              Director                           July 31, 1997
---------------------------
James R. Boyd

/s/ Robert A. Charpie          Director                           July 31, 1997
---------------------------
Robert A. Charpie

/s/ Paul W. Chellgren          Director                           July 31, 1997
---------------------------
Paul W. Chellgren

/s/ Thomas L. Feazell          Director                           July 31, 1997
---------------------------
Thomas L. Feazell

/s/ Robert L. Hintz            Director                           July 31, 1997
---------------------------
Robert L. Hintz

/s/ Douglas H. Hunt            Director                           July 31, 1997
---------------------------
Douglas H. Hunt

/s/ Thomas Marshall            Director                           July 31, 1997
---------------------------
Thomas Marshall

/s/ James L. Parker            Director                           July 31, 1997
---------------------------
James L. Parker

/s/ J. Marvin Quin             Director                           July 31, 1997
---------------------------
J. Marvin Quin

/s/ Ronald E. Samples          Director                           July 31, 1997
---------------------------
Ronald E. Samples

                                      II-6
THE PLAN.  Pursuant to the  requirements of the Securities Act of 1933, the Plan
Administrator has caused this Registration  Statement to be signed on the Plan's
behalf   by  the   undersigned,   thereunto  duly   authorized,   in the city of
St. Louis, Missouri, as of July 31, 1997.

                                    ARCH COAL, INC. AND SUBSIDIARIES
                                    EMPLOYEE THRIFT PLAN

                                    BY:  /s/ Teresa A. Daniel
                                         ------------------------
                                         Plan Administrator
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       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).

  5.1       Opinion of Jeffry N. Quinn  regarding  the  validity of the Common
            Stock.

 23.1       Consent of Arthur Andersen LLP.

 23.2       Consent of Ernst & Young LLP.

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

 24.1       Power of Attorney (included in Signature Page).

 99.1       Arch Coal, Inc. and Subsidiaries Employee Thrift Plan.