Edgar Filing: ENGELHARDT IRL F

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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3235-0287

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(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
__X__ Officer (give title below)	_____ Other (specify below)
Chairman and CEO

(Last)

(First)

(Middle)

701 MARKET STREET

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2005

(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	12/19/2005		M		13,000	A	$ 7.145	310,118	D ⁽¹⁾
Common Stock	12/19/2005		S⁽²⁾		400	D	$ 83.07	309,718	I ⁽¹⁾	By Family Trust
Common Stock	12/19/2005		S⁽²⁾		100	D	$ 83.05	309,618	I ⁽¹⁾	By Family Trust
Common Stock	12/19/2005		S⁽²⁾		300	D	$ 83.02	309,318	I ⁽¹⁾	By Family Trust
Common Stock	12/19/2005		S⁽²⁾		100	D	$ 83.01	309,218	I ⁽¹⁾	By Family Trust
Common Stock	12/19/2005		S⁽²⁾		300	D	$ 83	308,918	I ⁽¹⁾	By Family Trust
Common Stock	12/19/2005		S⁽²⁾		400	D	$ 82.99	308,518	I ⁽¹⁾	By Family Trust
Common Stock	12/19/2005		S⁽²⁾		200	D	$ 82.96	308,318	I ⁽¹⁾	By Family Trust
Common Stock	12/19/2005		S⁽²⁾		300	D	$ 82.95	308,018	I ⁽¹⁾	By Family Trust
Common Stock	12/19/2005		S⁽²⁾		800	D	$ 82.94	307,218	I ⁽¹⁾	By Family Trust
Common Stock	12/19/2005		S⁽²⁾		1,700	D	$ 82.84	305,518	I ⁽¹⁾	By Family Trust
Common Stock	12/19/2005		S⁽²⁾		1,800	D	$ 82.65	303,718	I ⁽¹⁾	By Family Trust
Common Stock	12/19/2005		S⁽²⁾		1,200	D	$ 82.6	302,518	I ⁽¹⁾	By Family Trust
Common Stock	12/19/2005		S⁽²⁾		300	D	$ 82.52	302,218	I ⁽¹⁾	By Family Trust
Common Stock	12/19/2005		S⁽²⁾		300	D	$ 82.45	301,918	I ⁽¹⁾	By Family Trust
Common Stock	12/19/2005		S⁽²⁾		600	D	$ 82.44	301,318	I ⁽¹⁾	By Family Trust
Common Stock	12/19/2005		S⁽²⁾		1,300	D	$ 82.43	300,018	I ⁽¹⁾	By Family Trust
Common Stock	12/19/2005		S⁽²⁾		500	D	$ 82.42	299,518	I ⁽¹⁾	By Family Trust
Common Stock	12/19/2005		S⁽²⁾		100	D	$ 82.37	299,418	I ⁽¹⁾	By Family Trust
Common Stock	12/19/2005		S⁽²⁾		200	D	$ 82.31	299,218	I ⁽¹⁾	By Family Trust
Common Stock	12/19/2005		S⁽²⁾		2,100	D	$ 82.3	297,118	I ⁽¹⁾	By Family Trust
Common Stock								15,626	D ⁽³⁾
Common Stock								8,358	I	By 401(k) Plan
Common Stock								2,200	I	By Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 7.145

12/19/2005

13,000

05/22/2001

05/19/2008

Common Stock

13,000

⁽⁴⁾

45,000 ⁽⁵⁾

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		Chairman and CEO

Signatures

Irl F. Engelhardt By: Joseph W. Bean, Attorney-in-Fact		12/21/2005
^**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)	Includes 2,166 shares acquired under the Company's Employee Stock Purchase Plan.
(4)	Not applicable.
(5)	Does not include an additional 1,136,006 options with different expiration dates and exercise prices.

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.