Edgar Filing: PEABODY ENERGY CORP

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ENGELHARDT IRL F

2. Issuer Name and Ticker or Trading Symbol
PEABODY ENERGY CORP [BTU]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

701 MARKET STREET

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2006

(Street)

ST. LOUIS, MO 63101-1826

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/15/2006		M		50,000	A	$ 7.145	321,118	D ⁽¹⁾
Common Stock	02/15/2006		S⁽²⁾		300	D	$ 86.81	320,818	I ⁽¹⁾	By Family Trust
Common Stock	02/15/2006		S⁽²⁾		900	D	$ 86.8	319,918	I ⁽¹⁾	By Family Trust
Common Stock	02/15/2006		S⁽²⁾		100	D	$ 86.76	319,818	I ⁽¹⁾	By Family Trust
Common Stock	02/15/2006		S⁽²⁾		100	D	$ 86.75	319,718	I ⁽¹⁾	By Family Trust
Common Stock	02/15/2006		S⁽²⁾		300	D	$ 86.74	319,418	I ⁽¹⁾	By Family Trust
Common Stock	02/15/2006		S⁽²⁾		200	D	$ 86.73	319,218	I ⁽¹⁾	By Family Trust
Common Stock	02/15/2006		S⁽²⁾		200	D	$ 86.7	319,018	I ⁽¹⁾	By Family Trust
Common Stock	02/15/2006		S⁽²⁾		200	D	$ 86.68	318,818	I ⁽¹⁾	By Family Trust
Common Stock	02/15/2006		S⁽²⁾		200	D	$ 86.67	318,618	I ⁽¹⁾	By Family Trust
Common Stock	02/15/2006		S⁽²⁾		200	D	$ 86.66	318,418	I ⁽¹⁾	By Family Trust
Common Stock	02/15/2006		S⁽²⁾		300	D	$ 86.64	318,118	I ⁽¹⁾	By Family Trust
Common Stock	02/15/2006		S⁽²⁾		700	D	$ 86.63	317,418	I ⁽¹⁾	By Family Trust
Common Stock	02/15/2006		S⁽²⁾		100	D	$ 86.62	317,318	I ⁽¹⁾	By Family Trust
Common Stock	02/15/2006		S⁽²⁾		13,400	D	$ 86.6	303,918	I ⁽¹⁾	By Family Trust
Common Stock	02/15/2006		S⁽²⁾		100	D	$ 86.58	303,818	I ⁽¹⁾	By Family Trust
Common Stock	02/15/2006		S⁽²⁾		300	D	$ 86.56	303,518	I ⁽¹⁾	By Family Trust
Common Stock	02/15/2006		S⁽²⁾		3,700	D	$ 86.55	299,818	I ⁽¹⁾	By Family Trust
Common Stock	02/15/2006		S⁽²⁾		400	D	$ 86.51	299,418	I ⁽¹⁾	By Family Trust
Common Stock	02/15/2006		S⁽²⁾		5,500	D	$ 86.5	293,918	I ⁽¹⁾	By Family Trust
Common Stock	02/15/2006		S⁽²⁾		500	D	$ 86.49	293,418	I ⁽¹⁾	By Family Trust
Common Stock	02/15/2006		S⁽²⁾		1,300	D	$ 86.48	292,118	I ⁽¹⁾	By Family Trust
Common Stock	02/15/2006		S⁽²⁾		500	D	$ 86.47	291,618	I ⁽¹⁾	By Family Trust
Common Stock	02/15/2006		S⁽²⁾		200	D	$ 86.46	291,418	I ⁽¹⁾	By Family Trust
Common Stock	02/15/2006		S⁽²⁾		400	D	$ 86.45	291,018	I ⁽¹⁾	By Family Trust
Common Stock	02/15/2006		S⁽²⁾		300	D	$ 86.44	290,718	I ⁽¹⁾	By Family Trust
Common Stock	02/15/2006		S⁽²⁾		2,600	D	$ 86.43	288,118	I ⁽¹⁾	By Family Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 7.145

02/15/2006

50,000

05/22/2001⁽³⁾

05/19/2008⁽⁴⁾

Common Stock

50,000

⁽⁵⁾

232,120 ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ENGELHARDT IRL F 701 MARKET STREET ST. LOUIS, MO 63101-1826	X

Signatures

Irl F. Engelhardt By: Joseph W. Bean, Attorney-in-Fact		02/17/2006
^**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)	Pursuant to the Rule 10b5-1 trading plan referred to in footnote 2, upon exercise of the options the shares are immediately transferred to a family trust.
(2)	This sale was effected pursuant to a pre-existing Rule 10b5-1 trading plan adopted by the reporting person.
(3)	Of the 50,000 options exercised, 12,282 were exercisable on May 19, 2001, 17,248 were exercisable on May 22, 2001, 7,960 were exercisable on May 19, 2002, 7,960 were exercisable on May 19, 2003 and 4,550 were exercisable on August 8, 2003.
(4)	Of the 50,000 options exercised, 8,070 expire on May 19, 2008 and 41,930 expire on January 1, 2011.
(5)	Not applicable.
(6)	Does not include an additional 811,886 options with different expiration dates and exercise prices.
Remarks: Additional transactions from February 15, 2006 were reported on separately filed Form 4s.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.