As Filed with the Securities and Exchange Commission on November 30, 1998
                                                    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. DEFERRED COMPENSATION 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       
                                    Maximum       Maximum        Amount of
Title of Securities  Amount to be   Offering      Aggregate      Registration
to be Registered(1)  Registered(2)  Price         Offering       Fee
                                    Per           Price(3)
                                    Obligation(3)
- -------------------------------------------------------------------------------
Deferred
Compensation        $10,000,000       100%        $10,000,000     $2,780
Obligations
- -------------------------------------------------------------------------------

(1)The Deferred Compensation Obligations are unsecured obligations of Arch Coal,
Inc. to pay deferred  compensation in the future in accordance with the terms of
the Arch Coal, Inc.  Deferred  Compensation  Plan for a select group of eligible
employees. 
(2) The deferred compensation  obligations being registered represent the amount
of  compensation  deferrals  that  Arch  Coal,  Inc.  estimates  will be made by
participants in the Plan during the five year period  following the initial date
of deferrals under this  registration  statement.
(3) Estimated solely for the purpose of determining the registration fee.





                                     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 (the  "Commission"),  under File No.
1-13105,  pursuant to the  Securities  and Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference into this Registration  Statement
and shall be deemed to be a part hereof:

            (a) Annual Report on Form 10-K for the year ended December 31, 1997.

            (b)   Quarterly  Reports on Form 10-Q for the  quarters  ended March
                  31, 1998, June 30, 1998 and September 30, 1998.

            (c)   Current  Reports on Form 8-K dated March 23, 1998 (filed March
                  23,  1998),  June 1, 1998 (filed  June 2, 1998),  June 1, 1998
                  (filed  June 15, 1998 as amended on Form 8-K/A filed on August
                  17, 1998), July 22, 1998 (filed July 22, 1998), and August 11,
                  1998 (filed August 12, 1998).

            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 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 herein or 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  following  description  of the  securities  offered  hereby  is
qualified by reference to the Arch Coal, Inc.  Deferred  Compensation  Plan (the
"Plan").  The Plan is a nonqualified  deferred  compensation plan intended to be
exempt  from Parts 1, 2, 3 and 4 of Title I of the  Employee  Retirement  Income
Security Act of 1974, as amended ("ERISA"). The Plan, however, is subject to the
Administration and Enforcement provision of Part 5 of Title I of ERISA.

            Under the Plan, the Registrant will provide  eligible  employees the
opportunity to enter into agreements for the deferral of a specified  percentage
of their compensation.  The Personnel and Compensation Committee of the Board of
Directors  (the  "Committee")  may  select  from  management  and  other  highly
compensated  employees who may  participate in the Plan (each a  "Participant").


                                      II-2


The Committee will  administer the Plan and will establish rules and regulations
governing the Plan and Participants.

            The obligations of the Registrant (including, the amount deferred by
the Participants  and the amount matched by the Registrant)  under the Plan (the
"Obligations")  will be unsecured  general  obligations of the Registrant to pay
the benefits in the future in  accordance  with the terms of the Plan,  and will
rank  equally  with  other  unsecured  and  unsubordinated  indebtedness  of the
Registrant from time to time outstanding.

            Participants  may elect to  participate  in the Plan by submitting a
form to the  Registrant's  Corporate Human Resources  Department.  The amount of
compensation to be deferred by each Participant will be determined in accordance
with the Plan  based on  elections  by each  Participant.  The  Registrant  will
establish  on behalf of each  participant  a  bookkeeping  account  to which the
Registrant will credit any deferred  compensation,  matching  amounts and income
(or  loss)  based  upon  the  hypothetical  investment  options  elected  by the
Participant  pursuant  to the  options  available  under the Plan.  All  account
balances will remain in the Plan until  distributable  according to the terms of
the Plan. The amount of compensation  distributed upon the Participant's  death,
termination or retirement will be based on the Participant's  account balance as
of such date. A  Participant  may choose to receive a  distribution  prior to an
elected or  prescribed  distribution  date or to accelerate  distribution  under
certain circumstances, subject to certain restrictions and penalties.

            A Participant's  interest in a deferred  compensation  account,  and
thus  the   Participant's   right  to  the  Obligations,   generally  cannot  be
transferred,  alienated  or  assigned,  nor  are  they  subject  to  attachment,
execution, garnishment or other such equitable or legal process.

            The  Committee  may amend,  alter or terminate  the Plan at any time
without  the prior  approval  of the Board;  except  that  without  the  Board's
approval no amendment,  modification  or termination  may materially  modify the
requirements  as to  eligibility  for  participation  in the Plan,  or otherwise
materially increase the benefits accruing to Participants under the Plan.

ITEM 5.     INTEREST OF NAMED EXPERTS AND COUNSEL.

            Not applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Pursuant to Delaware law, Article Ninth of 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

                                      II-3


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 or were or shall be directors and/or officers of the Registrant, Ashland
Coal,  Inc.  and/or AMC Merger  Corporation;  and other  persons who are or were
serving, shall serve, or shall have served at the request of the Registrant 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.

            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.

      The directors and officers of the Registrant are insured under a policy of
directors' and officers' liability insurance.

                                      II-4


ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8.     EXHIBITS.

            Reference is made to the Exhibit Index filed herewith.

ITEM 9.     UNDERTAKINGS.

            (a)   The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
            being  made,  a  post-effective   amendment  to  this   registration
            statement:

                    (i)  To include any prospectus  required by Section 10(a)(3)
                         of the Securities Act of 1933;

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

                    (iii)To include any  material  information  with  respect to
                         the plan of  distribution  not previously  disclosed in
                         the  registration  statement or any material  change to
                         such information in the registration statement;

            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.

                                      II-5


                  (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-6




                                   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 the County of St. Louis, State of Missouri on November 25, 1998.


                                 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  constitutes  and
appoints Steven F. Leer,  Patrick A.  Kriegshauser and Jeffry N. Quinn, and each
of them  (with  full  power to each of them to act  alone)  his true and  lawful
attorneys-in-fact  and agents,  for him and on his behalf and is his 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  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.

                                      II-7




Signatures                      Title                              Date


/s/ Steven F. Leer
- ---------------------------
Steven F. Leer                  President, Chief Executive     November 23, 1998
                                Officer and Director

/s/ Patrick A. Kriegshauser
- ---------------------------
Patrick A. Kriegshauser         Senior Vice President, Chief   November 25, 1998
                                Financial Officer and
                                Treasurer (Principal
                                Financial Officer)
/s/ John R. Hall
- ---------------------------
John R. Hall                    Chairman of the Board of       November 24, 1998
                                Directors

/s/ James R. Boyd
- ---------------------------
James R. Boyd                   Director                       November 24, 1998


/s/ Juan Antonio Ferrando
- ---------------------------
Juan Antonio Ferrando           Director                       November 24, 1998


/s/ Paul W. Chellgren
- ---------------------------
Paul W. Chellgren               Director                       November 24, 1998


/s/ Thomas L. Feazell
- ---------------------------
Thomas L. Feazell               Director                       November 24, 1998


/s/ Robert L. Hintz
- ---------------------------
Robert L. Hintz                 Director                       November 24, 1998


/s/ Douglas H. Hunt
- ---------------------------
Douglas H. Hunt                 Director                       November 24, 1998


/s/ James L. Parker
- ---------------------------
James L. Parker                 Director                       November 24, 1998


/s/  A. Michael Perry
- ---------------------------
A. Michael Perry                Director                       November 24, 1998


/s/ J. Marvin Quin
- ---------------------------
J. Marvin Quin                  Director                       November 24, 1998


                                      II-8



                                  EXHIBIT INDEX

Exhibit Number          Description of Exhibits

4.1                     Arch Coal, Inc. Deferred Compensation Plan.

5.1                     Opinion of Bryan Cave LLP.

23.1                    Consent of Arthur Andersen LLP.

23.2                    Consent of Ernst & Young LLP.

23.3                    Consent of Pricewaterhouse Coopers LLP.

23.4                    Consent of Bryan Cave LLP (included in Exhibit 5.1).

24.1                    Powers of Attorney authorizing signature
                         (included in Signature Page).


                                      II-9

                                   EXHIBIT 4.1

                                 ARCH COAL, INC.
                           DEFERRED COMPENSATION PLAN
                            Effective January 1, 1999


1.    PURPOSE

      The  purpose  of this Arch  Coal,  Inc.  Deferred  Compensation  Plan (the
"Plan") is to provide  eligible key employees of the Company with an opportunity
to defer compensation to be earned by them from the Company as a means of saving
for retirement or other future purposes.


2.    DEFINITIONS

      The following definitions shall be applicable throughout the Plan:

      (a)  "Accounting  Date"  means each  Business  Day on which a  calculation
concerning a Participant's  Compensation  Account is performed,  or as otherwise
defined by the Committee.

      (b)  "Beneficiary"  means the person(s)  designated by the  Participant in
accordance with Section 11, or if no person(s) is/are so designated,  the estate
of a deceased Participant.

      (c)  "Board"  means the  Board of  Directors  of Arch  Coal,  Inc.  or its
designee.

      (d)  "Business  Day" means a day on which the New York Stock  Exchange  is
open for trading activity.

      (e)  "Committee"  means the  Personnel and  Compensation  Committee of the
Board or its designee.

      (f) "Common Stock" means the common stock,  $.01 par value,  of Arch Coal,
Inc.

      (g)  "Common  Stock Fund" means that  investment  option,  approved by the
Committee,  in which a  Participant's  Compensation  Account may be deemed to be
invested and may earn income based on a hypothetical investment in Common Stock.

      (h) "Company"  means Arch Coal,  Inc.,  its  divisions,  subsidiaries  and
affiliates.

      (i)  "Compensation"  means any  employee  compensation  determined  by the
Committee to be properly deferrable under the Plan.

      (j)  "Compensation  Account(s)"  means the  Retirement  Account and/or the
In-Service Account(s).


      (k)  "Corporate  Human  Resources"  means the  Corporate  Human  Resources
Department of the Company.

      (l) "Credit  Date" means the date on which  Compensation  would  otherwise
have  been  paid  to the  Participant  or,  in  the  case  of the  Participant's
designation of investment  option  changes,  any date within three Business Days
after the Participant's designation is received by Corporate Human Resources, or
as otherwise designated by the Committee.

      (m)  "Deferred   Compensation"  means  the  Compensation  elected  by  the
Participant to be deferred pursuant to the Plan.

      (n)  "Election"  means a  Participant's  delivery  of a written  notice of
election to  Corporate  Human  Resources  electing to defer  payment of all or a
portion of his or her Compensation either until Retirement,  Termination,  death
or such other time as further provided by the Committee or the Company.

      (o)  "Employee"  means an  individual  classified  by the  Committee  as a
full-time,  regular  salaried  employee  (which  term shall be deemed to include
officers)  of the Company,  its present and future  subsidiary  corporations  as
defined in Section 424 of the Internal Revenue Code of 1986, as amended,  or its
affiliates.

      (p) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      (q) "Fair  Market  Value" means the price of a share of Common  Stock,  as
reported on the Composite  Tape for New York Stock  Exchange  issues on the date
and at the time designated by the Company.

      (r) "Fiscal Year" means the fiscal year of the Company, which is currently
the annual period commencing January 1 and ending the following December 31.

      (s) "In-Service  Account" means the account(s) to which the  Participant's
Deferred  Compensation  is credited and from which,  pursuant to Section  10(b),
distributions are made.

      (t)  "Participant"   means  an  Employee  selected  by  the  Committee  to
participate in the Plan and who has elected to defer payment of all or a portion
of his or her Compensation under the Plan.

      (u) "Plan" means this Arch Coal, Inc. Deferred Compensation Plan as it now
exists or as it may hereafter be amended.

      (v) "Retirement" means a Participant's termination of employment after age
55.

      (w) "Retirement  Account" means the account(s) to which the  Participant's
Deferred  Compensation  is credited and from which,  pursuant to Section  10(a),
distributions are made.


      (x) "Service  Year" means,  as designated by the  Committee,  such year or
portion  thereof  during  which  the  services  have  been  rendered  for  which
Compensation is payable.

      (y) "Stock  Unit(s)"  means the share  equivalents  credited to the Common
Stock Fund of a Participant's Compensation Account pursuant to Section 6.

      (z)  "Termination"  means  termination  of services as an Employee for any
reason other than Retirement.


3.    SHARES; ADJUSTMENTS IN EVENT OF CHANGES IN CAPITALIZATION

      In the event of any change in the outstanding  Common Stock of the Company
by  reason  of  any  stock  split,  share  dividend,  recapitalization,  merger,
consolidation,  reorganization,  combination, or exchange or reclassification of
shares, split-up,  split-off,  spin-off,  liquidation or other similar change in
capitalization,  or any  distribution  to common  shareholders  other  than cash
dividends,  the  number or kind of shares or Stock  Units  that may be  credited
under  the  Plan  shall be  automatically  adjusted  so that  the  proportionate
interest of the  Participants  shall be maintained  as before the  occurrence of
such event.  Such adjustment shall be conclusive and binding for all purposes of
the Plan.


4.    ELIGIBILITY

      The Committee  shall have the authority to select from  management  and/or
highly   compensated   Employees  those  Employees  who  shall  be  eligible  to
participate in the Plan.


5.    ADMINISTRATION

      Full power and authority to construe,  interpret and  administer  the Plan
shall be vested in the  Company  and the  Committee.  This  power and  authority
includes,  but is not limited to, selecting  Compensation eligible for deferral,
selecting  investment  indices,  establishing  deferral  cycles for  purposes of
Section  10(b),  establishing  deferral  terms  and  conditions,   and  adopting
modifications, amendments and procedures as may be deemed necessary, appropriate
or convenient by the Committee. Decisions of the Company and the Committee shall
be final, conclusive and binding upon all parties.  Day-to-day administration of
the Plan shall be the responsibility of Corporate Human Resources.


6.    PARTICIPANT ACCOUNTS

      Upon election to  participate  in the Plan,  there shall be  established a
Retirement Account and/or In-Service  Account, as designated by the Participant,
to which there shall be credited  any Deferred  Compensation,  as of each Credit
Date.  In addition,  matching  credits  shall be  allocated  to a  Participant's
Retirement  Account in accordance with rules  prescribed by the Committee.  Each


such Compensation Account shall be credited (or debited) on each Accounting Date
with income (or loss) based upon a hypothetical investment in any one or more of
the investment  options available under the Plan, as prescribed by the Committee
for the particular compensation credited, which may include a Common Stock Fund,
as elected by the Participant under the terms of Section 9.


7.    FINANCIAL HARDSHIP

      Upon  the  written  request  of a  Participant  or a  Participant's  legal
representative  and  a  finding  that  continued  deferral  will  result  in  an
unforeseeable  financial  emergency  to the  Participant,  the  Committee or the
Company (each in its sole  discretion) may authorize (a) the payment of all or a
part of a Participant's  Compensation  Account in a single  installment prior to
his or her ceasing to be a Participant,  or (b) the  acceleration  of payment of
any  multiple   installments  thereof.  It  is  intended  that  the  Committee's
determinations  as to whether the  Participant  has  suffered an  "unforeseeable
financial  emergency"  shall  be made  consistent  with the  requirements  under
Section 457(d) of the Internal Revenue Code of 1986, as amended.


8.    ACCELERATED DISTRIBUTION

      (a) Availability of Withdrawal Prior to Retirement. The Participant or the
Participant's  Beneficiary who is receiving  installment payments under the Plan
may  elect,  in  writing,  to  withdraw  all  or a  portion  of a  Participant's
Compensation  Account  at any time prior to the time such  Compensation  Account
otherwise becomes payable under the Plan,  provided the conditions  specified in
Section 8(c), 8(d) and 8(e) hereof are satisfied.

      (b) Acceleration of Periodic  Distributions.  Upon the written election of
the Participant or the  Participant's  Beneficiary who is receiving  installment
payments under the Plan, the Participant or Participant's  Beneficiary may elect
to have all or a portion of the remaining  installments  distributed in the form
of an immediately payable lump sum, provided the conditions specified in Section
8(c) and 8(e) hereof are satisfied.

      (c) Forfeiture  Penalty.  In the event of a withdrawal pursuant to Section
8(a), or an accelerated  distribution  pursuant to Section 8(b), the Participant
shall  forfeit  from such  Compensation  Account  an amount  equal to 10% of the
amount of the  withdrawal or accelerated  distribution,  as the case may be. The
forfeited amount shall be deducted from the Compensation Account prior to giving
effect to the requested withdrawal or acceleration.  Neither the Participant nor
the  Participant's  Beneficiary  shall have any right or claim to the  forfeited
amount, and the Company shall have no obligation  whatsoever to the Participant,
the  Participant's  Beneficiary or any other person with regard to the forfeited
amount.

      (d)  Minimum  Withdrawal.  In no  event  shall  the  amount  withdrawn  in
accordance  with  Section  8(a) be less than 25% of the amount  credited to such
Participant's Compensation Account immediately prior to the withdrawal.


      (e) Suspension  from Deferrals.  In the event of a withdrawal  pursuant to
Section 8(a) or 8(b), a Participant who is otherwise  eligible to make deferrals
of  Compensation  under this Plan shall be prohibited from making such deferrals
with respect to the remainder of the current  Fiscal Year and the Fiscal Year of
the Plan  immediately  following  the Fiscal Year of the Plan  during  which the
withdrawal was made, and any election  previously made by the  Participant  with
respect to deferrals of Compensation  for such Fiscal Years of the Plan shall be
void and of no effect.


9.    MANNER OF ELECTION

      (a) General.  Any Employee selected by the Committee to participate in the
Plan may elect to do so by delivering to Corporate  Human  Resources an Election
on a form prescribed by Corporate Human Resources,  designating the Compensation
account to which the  Deferred  Compensation  is to be  credited,  electing  the
timing  and form of  distribution,  and  setting  forth the manner in which such
Deferred Compensation shall be invested in accordance with Section 6 hereof. The
timing of the filing of the  appropriate  form with  Corporate  Human  Resources
shall be determined by the Company or the  Committee.  An effective  election to
defer Compensation may not be revoked or modified except as otherwise determined
by the Company or the Committee or as stated herein.

      (b) Investment  Alternatives -- Existing Balances. A Participant may elect
to change an existing selection as to the investment alternatives in effect with
respect to an existing  Compensation  Account (in  increments  prescribed by the
Committee or the Company) as often, and with such restrictions, as determined by
the Committee or by the Company.

      (c) Change of Beneficiary. A Participant may, at any time, elect to change
the designation of a Beneficiary in accordance with Section 11 hereof.


10.   DISTRIBUTION

      (a)  Retirement  Account.  A  Participant's  Retirement  Account  shall be
distributed in cash at the time and in the manner elected by the  Participant in
his Election.  If no Election is made by a Participant as to the distribution or
form of payment of his or her Retirement Account,  upon the Participant's death,
Termination, or Retirement such account shall be paid in cash in a lump sum. The
entire Retirement Account must be paid out within forty years following the date
of the earliest of the Participant's death, Termination, or Retirement.

      (b) In-Service Account.  Deferred Compensation credited to a Participant's
In-Service  Account shall be  distributed  in cash at the time and in the manner
elected by the  Participant  in his Election.  A Participant  may make different
Elections  with respect to the  applicable  distribution  periods for  different
deferral cycles in the In-Service Accounts.


      (c)  Termination.  Notwithstanding  the  foregoing,  in  the  event  of  a
Participant's  Termination,  the Company  reserves the right to  distribute  the
Participant's  Compensation  Account  at such time and in such  manner as deemed
appropriate.

      (d) Change of Distribution of Compensation  Account. A Participant will be
allowed to change the Election as to the  distribution  of his or her Retirement
Account,  subject to approval by the Committee or the Company.  Such change must
be made by the earlier of:

            (1)  the  date  six  months  prior  to the  first  day of the  month
      following such Participant's Retirement; or

            (2) the December 31 immediately preceding the first day of the month
      following such Participant's Retirement.

      A  Participant  may not  change the  Election  as to the  distribution  of
Deferred  Compensation in his or her In-Service  Account(s)  except as otherwise
set forth in Sections 7 and 8.


11.   BENEFICIARY DESIGNATION

      A Participant  may  designate  one or more persons  (including a trust) to
whom  or to  which  payments  are to be  made  if the  Participant  dies  before
receiving   distribution  of  all  amounts  due  hereunder.   A  designation  of
Beneficiary  will be  effective  only  after the signed  Election  is filed with
Corporate  Human  Resources  while the  Participant is alive and will cancel all
designations of Beneficiary  signed and filed earlier.  If the Participant fails
to  designate  a  Beneficiary  as  provided  above or if all of a  Participant's
Beneficiaries  predecease  him or her and he or she  fails  to  designate  a new
Beneficiary,  the remaining  unpaid amounts shall be paid in one lump sum to the
estate of such  Participant.  If all  Beneficiaries of the Participant die after
the Participant but before  complete  payment of all amounts due hereunder,  the
remaining unpaid amounts shall be paid in one lump sum to the estate of the last
to die of such Beneficiaries.


12.   UNSECURED GENERAL CREDITOR STATUS OF EMPLOYEE

      The payments to Participants  and their  Beneficiaries  hereunder shall be
made from the general corporate assets of the Company.  No person shall have any
interest  in any such  assets by  virtue of the  provisions  of this  Plan.  The
Company's obligation hereunder shall be an unfunded and unsecured promise to pay
money in the future.  To the extent that any person  acquires a right to receive
payments from the Company under the  provisions  hereof,  such right shall be no
greater than the right of any unsecured general creditor of the Company; no such
person shall have nor acquire any legal or equitable right, interest or claim in
or to any property or assets of the Company.  Any accounts maintained under this
Plan shall be  hypothetical  in nature and shall be maintained  for  bookkeeping
purposes  only.  Neither the Plan nor any account shall hold any actual funds or
assets.


13.   INALIENABILITY OF BENEFITS

      The interests of the Participants and their  Beneficiaries  under the Plan
may not in any way be voluntarily  or  involuntarily  transferred,  alienated or
assigned,  nor  subject  to  attachment,  execution,  garnishment  or other such
equitable  or legal  process.  A  Participant  or  Beneficiary  cannot waive the
provisions of this Section 13.


14.   GOVERNING LAW

      The  provisions  of this  plan  shall  be  interpreted  and  construed  in
accordance  with  the  laws of the  State  of  Missouri,  except  to the  extent
preempted by Federal law.


15.   AMENDMENTS

      The Committee may amend,  alter or terminate this Plan at any time without
the prior approval of the Board; provided,  however, that the Committee may not,
without  approval by the Board,  materially  increase the  benefits  accruing to
Participants under the Plan.


            IN WITNESS WHEREOF,  the Arch Coal, Inc. Deferred  Compensation Plan
is effective as January 1, 1999.

                                                ARCH COAL, INC.


                                                By:___________________________

                                                Title:________________________


                                   EXHIBIT 5.1

                                             November 25, 1998

Arch Coal, Inc.
City Place One, Suite 300
St. Louis, Missouri 63141

      Re: Deferred Compensation Plan -- Registration Statement on Form S-8

Ladies and Gentlemen:

            We are acting as special  counsel  for Arch Coal,  Inc.,  a Delaware
corporation (the  "Company"),  in connection with various legal matters relating
to the filing with the  Securities  and Exchange  Commission  of a  Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933,  as  amended  (the  "Securities   Act"),   covering  the  registration  of
$10,000,000 in deferred  compensation  obligations  (the  "Obligations")  of the
Company under the Arch Coal, Inc. Deferred Compensation Plan (the "Plan").

            We are familiar with the  proceedings  undertaken in connection with
the  authorization  of the  Plan  and  the  Obligations.  Additionally,  we have
examined  such  questions  of law and fact as we have  considered  necessary  or
appropriate for purposes of this opinion.

            In  our  examination,   we  have  assumed  the  genuineness  of  all
signatures,  the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents  submitted to us
as copies.

            We are opining  herein as to the effect on the  subject  transaction
only  of the  federal  securities  law of the  United  States  and  the  General
Corporation  Laws of the State of  Delaware,  and we  express  no  opinion  with
respect to the applicability thereto, or the effect thereon, of any other laws.

            We express no opinion as to the  applicability  or effect of (i) any
bankruptcy,  insolvency,  reorganization,  moratorium  and  other  similar  laws
relating to or affecting creditors' rights generally, or (ii) general principles
of  equity,   including,   without   limitation,   concepts  of  reasonableness,
materiality,  good faith and fair  dealing and the  possible  unavailability  of
specific performance,  injunctive relief or other equitable remedies, regardless
of whether enforceability is considered in a proceeding in equity or at law.

            Based on the  foregoing  and in reliance  thereon and subject to the
qualifications and limitations stated herein, we are of the opinion that:

      (1) The Company is a corporation  validly  existing in good standing under
      the laws of the State of Delaware;

      (2) The Obligations  have been duly  authorized,  and upon the issuance of
      the  Obligations  under the terms of the Plan,  such  Obligations  will be
      legally  valid and binding  obligations  of the Company,  except as may be
      limited  by  the  effect  of   bankruptcy,   insolvency,   reorganization,
      moratorium or other similar laws now or hereafter in effect relating to or
      affecting the rights or remedies of creditors.

            We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to your filing copies of this opinion as
an exhibit to the  Registration  Statement  with  agencies of such states as you
deem necessary in the course of complying with the laws of such states regarding
the Obligations'  offering.  In giving this consent, we do not admit that we are
in the  category of persons  whose  consent is required  under  Section 7 of the
Securities  Act or the rules and  regulations  of the  Securities  and  Exchange
Commission thereunder.


                                          Very truly yours,

                                          /s/ Bryan Cave LLP

                                          Bryan Cave LLP


                                  EXHIBIT 23.1

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent  public  accountants,  we hereby consent to the  incorporation by
reference  in this  Registration  Statement  pertaining  to the Arch Coal,  Inc.
Deferred  Compensation  Plan of our report  dated  January 16, 1997 (except with
respect  to the  matter  discussed  in Note 11 as to which  the date is April 4,
1997),  with respect to the consolidated  financial  statements and schedules of
Arch Coal, Inc. and  subsidiaries  included in the Annual Report (Form 10-K) for
the year ended  December  31,  1997,  filed  with the  Securities  and  Exchange
Commission.





                                                    /s/ ARTHUR ANDERSEN LLP



St. Louis, Missouri
November 30, 1998



                                   EXHBIT 23.2

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the  incorporation  by  reference in this  Registration  Statement
(Form S-8 No.  333-XXXXX)  pertaining to Arch Coal, Inc.  Deferred  Compensation
Plan of our report  dated  January 29, 1998,  with  respect to the  consolidated
financial  statements  and  schedule of Arch Coal,  Inc.  included in its Annual
Report  (Form  10-K)  for the year  ended  December  31,  1997,  filed  with the
Securities and Exchange Commission.


/s/ ERNST & YOUNG LLP

Louisville, Kentucky
November 25, 1998

                                   EXHBIT 23.3

                         CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the  incorporation by reference in the  registration  statement of
Arch Coal,  Inc. on Form S-8 (File No.  333-_____)  of our report dated April 7,
1998, on our audits of the  consolidated  financial  statements of ARCO Coal and
Subsidiaries  as of December 31, 1997 and 1996, and for the years ended December
31, 1997, 1996 and 1995.


/s/ Pricewaterhouse Coopers LLP
Denver, Colorado
November 30, 1998