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Correspondence Letter

 HUNTON & WILLIAMS LLP

 RIVERFRONT PLAZA, EAST
TOWER

 951 EAST BYRD STREET

 RICHMOND, VIRGINIA
23219-4074

 TEL
            804 • 788 • 8200

 FAX
           804 • 788 • 8218

FILE NO: 24705.10101

 December 9, 2005

 VIA EDGAR

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:

Julia E. Griffith

Special Counsel

Office of Mergers & Acquisitions

 Massey Energy
Company

 Schedule TO-I for 4.75% Convertible Senior Notes due 2023 (the “4.75% Offer”)

 Schedule TO-I for 2.25% Convertible Senior Notes due 2024 (the “2.25% Offer”)

 filed November 23, 2005 (the “Schedule TO’s”)

 File
No. 005-30745

 Dear
Ms. Griffith:

 As counsel to Massey Energy Company, a Delaware
corporation (the “Company”), we are transmitting herewith for filing pursuant to Rule 13e-4(c)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Amendment No. 1 to the Company’s
Issuer Tender Offer Statement on Schedule TO relating to the Company’s 4.75% Convertible Senior Notes due 2023 (“4.75% Amendment”) and Amendment No. 1 to the Company’s Issuer Tender Offer Statement on Schedule TO relating to
the Company’s 2.25% Convertible Senior Notes due 2024 (“2.25% Amendment” and together with the 4.75% Amendment, the “Amendments”), along with the Company’s response to the comments of the staff (the “Staff”)
of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in its comment letter to Mr. David M. Carter, dated December 7, 2005. The Amendments have been marked to reflect
changes made to the above-referenced Issuer Tender Offer Statements on Schedule TO originally filed with the Commission on November 23, 2005. Such changes have been made in response to the Staff’s comments and for the purpose of updating
and revising certain information in the tender offer materials.

 ATLANTA     BANGKOK     BEIJING     BRUSSELS     CHARLOTTE     DALLAS     KNOXVILLE

 LONDON     McLEAN     MIAMI     NEW YORK     NORFOLK
    RALEIGH     RICHMOND     SINGAPORE     WASHINGTON

 www.hunton.com

 Securities and
Exchange Commission

 December 9, 2005

 Page 2

 Set forth below are the responses of the Company to the comments of the Staff. For ease of reference, each Staff comment has been reproduced in its entirety in italics,
numbered to correspond with the paragraph numbers assigned in the Staff’s letter, and is followed by the corresponding response of the Company. All references below to specific paragraphs, pages and captioned sections are to either the 4.75%
Amendment or the 2.25% Amendment, as specified.

 Schedule TO-I

 General

 1. We note that in each of your filings, you are offering to purchase or exchange all of the securities in each class. Tell us what consideration you have given to the
applicability of Rule 13e-3 to this repurchase.

 Response:

 A “going private” transaction under Rule 13e-3 (“Rule
13e-3”) promulgated under the Exchange Act is generally defined as (1) any transaction or series of transactions by an issuer or its affiliate(s), including a “purchase of any equity security by the issuer of such security or by an
affiliate of such issuer,” that (2) has either a reasonable likelihood or a purpose of producing, either directly or indirectly, any of the following effects:

•

causing any class of equity securities of the issuer which is subject to Section 12(g) or Section 15(d) of the Exchange Act to be held of record by less than 300 persons;
or

•

causing any class of equity securities of the issuer which is either listed on a national securities exchange to be neither listed on any national securities exchange.

 Rule 13e-3 is not applicable to either the offer to purchase the
4.75% Notes or the exchange offer for the 2.25% Notes, both of which are convertible into shares of the Company’s common stock, primarily because neither transaction would result in either of the two effects described above. First, the purchase
of the 4.75% Notes and the exchange for the 2.25% Notes will not reduce the holders of record of the Company’s common stock to less than 300 persons. As of October 31, 2005, there were 76,911,439 shares of the Company’s common stock
issued and outstanding, which were held by 7,867 stockholders of record. Assuming that all of the 4.75% Notes are tendered and accepted for payment in the offer to purchase such notes and all of the 2.25% Notes are tendered and accepted for exchange
in the exchange offer for such notes, the Company’s common stock, the equity security into which the 4.75% Notes and the 2.25% Notes are convertible, would continue to be held by more than 300 stockholders of record.

 Securities and
Exchange Commission

 December 9, 2005

 Page 3

 Second, neither the offer to purchase the 4.75% Notes nor the exchange offer for the 2.25% Notes would cause the Company’s common stock to be delisted from the New
York Stock Exchange (the “NYSE”), the national securities exchange on which the Company’s common stock is currently listed. Generally, the NYSE will give consideration to suspension or delisting a security when:

•

there are fewer than 400 total shareholders; or

•

there are fewer than 1,200 total shareholders and the average monthly trading volume is less than 100,000 shares; or

•

there are fewer than 600,000 publicly-held shares (shares held by directors, officers, or their immediate families and other concentrated holdings of 10% or more are excluded in
calculating the number of publicly held shares); or

•

the average global market capitalization over a consecutive 30 trading-day period is less than $50,000,000 and total stockholders’ equity is less than $50,000,000; or

•

the average global market capitalization over a consecutive 30 trading-day period is less than $15,000,000; or

•

the average closing price of the security is less than $1.00 over a consecutive 30 trading-day period.

 Neither the purchase of the 4.75% Notes nor the exchange for the 2.25% Notes would result in any of the
foregoing.

 Because neither the offer to purchase the 4.75% Notes nor the
exchange offer for the 2.25% Notes would result in either of the effects described in Rule 13e-3(a)(3)(ii), the transactions will not result in a Rule 13e-3 transaction.

 Securities and
Exchange Commission

 December 9, 2005

 Page 4

 2. The filing date that appears in each of your Schedule TO-I filings, November 22, 2005, is incorrect. Confirm your understanding that the EDGAR filing date
for these documents is November 23, 2005.

 Response:

 We acknowledge the Staff’s comment and confirm that the EDGAR
filing date for each of the Schedule TO’s is November 23, 2005.

 3. Please explain in your response letter why you have not provided the pro forma financial information required by Item 1010(b) of Regulation M-A. We may have additional comments after reviewing your response.

 Response:

 We acknowledge the Staff’s comment and supplementally state that the Company does not believe that the presentation of pro forma
information described in Item 1010(b) of Regulation M-A will provide any information material to a stockholder’s decision to tender which is not already contained in the offer to exchange for the 2.25% Offer. The Company included in the
original offer to exchange for the 2.25% Offer a capitalization table on page 12 that sets forth the Company’s cash and cash equivalents and consolidated capitalization as of September 30, 2005, on an actual basis and on an as adjusted
basis reflecting:

•

the Company’s pending private offering of $725.0 million of senior notes (the “New Notes Offering”),

•

the application of the net proceeds of the New Notes Offering to fund the Company’s offer for, and the resulting redemption of, any and all of its outstanding 6.95% Notes,

•

the application of the net proceeds of the New Notes Offering to fund the Company’s offer for any and all of its outstanding 4.75% Notes, and

•

the consummation of the exchange offer for the 2.25% Notes.

 We have revised the capitalization table on page 12 of the offer to exchange for the 2.25% Offer to reflect that the Company increased the aggregate principal amount of
senior notes to be issued and sold in the New Notes Offering to $760.0 million.

 The Company does not believe that further disclosure would be material or helpful to stockholders.

 Securities and
Exchange Commission

 December 9, 2005

 Page 5

 4. Please give us your well reasoned analysis of the applicability of the exemption contained in Section 3(a)(9) to the exchange of common stock for your 2.25%
Notes, and confirm to us that no commission or remuneration will be given in connection with the proposed exchange.

 Response:

 The Company believes that it may exchange its common stock for the 2.25% Notes without the registration required by Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), based on
the exemption set forth in Section 3(a)(9) of the Securities Act. Section 3(a)(9) of the Securities Act states, in pertinent part, that the provisions of the Securities Act do not apply to any security exchanged by the issuer with its
existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. For the Section 3(a)(9) exemption to be available, an issuer must pass the following
three-prong test (the “3(a)(9) Test”): (i) the security issued and the security surrendered in the exchange must be those of the same issuer, (ii) the exchange must be with a company’s existing security holders and
(iii) a company may not pay a commission or remuneration to a third party to solicit for the exchange.

 The 2.25% Notes are issued by the Company and substantially all of its direct and indirect wholly owned subsidiaries as guarantors (the “Guarantors”) and the common stock is issued by the Company. The
Company is the ultimate parent entity, and the financial results of its direct and indirect wholly owned subsidiaries are consolidated into the Company. As the Commission made clear in adopting Rule 3-10 of Regulation S-X promulgated under the
Securities Act, a parent and its wholly owned subsidiary guarantors are, for all practical purposes, a single enterprise.1 We also note that the Company is a reporting company under the Exchange Act, its common stock is listed on a national securities exchange; the Guarantors are each directly or indirectly wholly owned by the Company, are not reporting
companies and do not have their securities listed on any exchange; and the financial statements of the Company and the Guarantors are presented on a consolidated basis, and the Company’s operations are, in fact, the sum of the combined
activities of the Company and its subsidiaries.

 In purchasing the 2.25% Notes,
investors made an investment in the Company and the Guarantors as a single entity. In the exchange, holders of the 2.25% Notes will receive shares of the Company’s common stock and will continue their investment in the Company and the
Guarantors as a single entity. Therefore, because the Guarantors and the Company are deemed one entity and investors will continue their investment in the Company and the Guarantors as a single entity following the exchange, the exchange satisfies
the first prong of the 3(a)(9) Test.

1
Rule 3-10 of Regulation S-X allows “investors to evaluate the creditworthiness of the parent and [guarantor] subsidiary as a single, indivisible business.”
Final Rule for Financial Statements and Periodic Reports for Related Companies and Guarantors, Release No. 33-7878; 34-43124 (Aug. 24, 2000).

 Securities and
Exchange Commission

 December 9, 2005

 Page 6

 The exchange contemplated by the Company also satisfies the purpose of Section 3(a)(9) of the Securities Act – to facilitate the restructuring of obligations of
a single enterprise – because this exchange involves only the securities of a parent corporation and its wholly owned subsidiaries. Based on the legislative history of Section 3(a)(9) of the Securities Act, it is clear that Congress
concluded that investors in an enterprise could agree to its reorganization, and the resulting exchange of different types of investments in that enterprise, without the benefit of registration, so long as nobody was paid a commission to induce them
to do so.2

 The Company also complies
with the second prong of the 3(a)(9) Test requiring that the exchange be exclusively with the issuer’s existing security holders. The exchange is being offered exclusively to the current holders of the 2.25% Notes.

 Lastly, the Company complies with the third and last prong of the 3(a)(9) Test prohibiting
the payment of any commission or remuneration to a third party to solicit for the exchange. The Company has not paid any third party to solicit for the exchange. The Company has hired Global Bondholder Services Corporation, as its information agent
and exchange agent, to handle, exclusively, ministerial duties such as answering basic questions posed by the current holders about the exchange and providing additional offer materials to holders upon their request. In addition, the Company has
hired UBS Securities LLC as its financial advisor. Please note, however, that neither Global Bondholder Services Corporation or UBS Securities LLC has been retained or compensated for soliciting current holders of the 2.25% Notes.

 Based on the analysis above, the Company believes that the
3(a)(9) exemption applies to the exchange.

2
“This exemption is considered necessary to permit certain voluntary readjustment of obligations. Inasmuch as any exchange that involves the payment of
commission of any sort is not exempt, there is no danger of the provision being used for purposes of evasion.” H.R. Rep. No. 152, at 25 (1933).

 Securities and
Exchange Commission

 December 9, 2005

 Page 7

 5. The safe harbor protections for forward looking statements provided in the Private Securities Litigation Reform Act of 1995 do not by their terms apply to
statements made in connection with a tender offer. See Section 21E(b)(2)(C) of the Securities Exchange Act of 1934. We note references to the PSLRA in both of the Schedule TO-I filings and all of your press releases. Please confirm your
understanding that future references in any additional tender offer materials are not appropriate.

 Response:

 We acknowledge the
Staff’s comment and confirm the Company’s understanding that future references to the PSLRA in any additional tender offer materials are not appropriate. In addition, we have revised the disclosure on page 7 of the offer to purchase for
the 4.75% Offer and on page 8 of the offer to exchange for the 2.25% Notes.

 6. Please advise us, with a view towards disclosure, of the steps you are taking to repurchase the 6.95% Senior Notes due 2007. We may have further comments when we have considered your response.

 Response:

 We acknowledge the Staff’s comment and supplementally advise the Staff that the Company is offering to purchase (the “6.95% Notes
Tender Offer”) for cash any and all of its outstanding 6.95% Senior Notes due 2007 (the “6.95% Notes”) upon the terms and subject to the conditions set forth in an offer to purchase and accompanying consent and letter of transmittal
(the “Offer Documents”). The Company is conducting the 6.95% Notes Tender Offer in conformity with Regulation 14E of the Exchange Act. The Company distributed the Offer Documents to all of the holders of its 6.95% Notes on
November 22, 2005. The following information was set forth in a press release that the Company publicly disseminated on November 22, 2005 and filed as Exhibits (a)(5)(A) to each of the Schedule TO’s.

 Under the terms of the 6.95% Notes Tender Offer, the Company is offering to purchase the
outstanding 6.95% Notes for a total consideration, per each $1,000 principal amount of the 6