Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BLANKENSHIP DON L
  2. Issuer Name and Ticker or Trading Symbol
MASSEY ENERGY CO [MEE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO and President
(Last)
(First)
(Middle)
4 NORTH FOURTH STREET
3. Date of Earliest Transaction (Month/Day/Year)
12/29/2005
(Street)

RICHMOND, VA 23219
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/29/2005   A   12,700 (1) A $ 37.905 258,831 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 37.7 12/30/2005   A   200,000   12/30/2006 12/30/2015(2) Common Stock 200,000 $ 0 200,000 D  
Restricted Units (phantom stock units) (3) 12/30/2005   A   40,000   12/30/2006(4) 12/30/2006 Common Stock 40,000 $ 0 40,000 D  
Restricted Units (phantom stock units) (3) 01/01/2006   A   60,000   12/30/2006(4) 12/30/2006 Common Stock 60,000 $ 0 60,000 D  
Employee Stock Option (right to buy) $ 37.905 12/29/2005   A   50,000   12/30/2006 01/01/2016(2) Common Stock 50,000 $ 0 50,000 D  
Restricted Units (phantom stock units) (3) 12/29/2005   A   7,300     (5) 11/17/2009 Common Stock 7,300 $ 0 7,300 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BLANKENSHIP DON L
4 NORTH FOURTH STREET
RICHMOND, VA 23219
  X     CEO and President  

Signatures

 /s/ Richard R. Grinnan, attorney-in-fact   01/03/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) One quarter of these restricted shares vest and become exercisable beginning on November 17, 2006, one quarter on November 17, 2007, one quarter on November 17, 2008 and the remaining quarter on November 17, 2009.
(2) The stock options must be exercised by the reporting person in the first 20 days exercise is permissible for the reporting person pursuant to that certain Letter Agreement dated December 20, 2005 between Massey Energy Company and the reporting person (the "Letter Agreement").
(3) The conversion price of each restricted unit is the cash value on each vesting date of one share of Massey common stock.
(4) The restricted units vest and become exercisable on December 30, 2006 only in the event that a certain condition is met pursuant to the Letter Agreement.
(5) One quarter of these restricted units vest and become exercisable beginning on November 17, 2006, one quarter on November 17, 2007, one quarter on November 17, 2008 and the remaining quarter on November 17, 2009.

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