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 ^*

WALCOTT ROGER B JR

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

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP - Corporate Development

(Last)

(First)

(Middle)

701 MARKET STREET

3. Date of Earliest Transaction (Month/Day/Year)
04/24/2006

(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	04/24/2006		M		18,956	A	$ 7.2975	51,736	D ⁽¹⁾
Common Stock	04/24/2006		M		13,585	A	$ 10.4875	65,321	D ⁽¹⁾
Common Stock	04/24/2006		M		7,520	A	$ 19.3275	72,841	D ⁽¹⁾
Common Stock	04/24/2006		S		2,261	D	$ 65.15	70,580	I ⁽¹⁾	By Trust
Common Stock	04/24/2006		S		1,000	D	$ 65.13	69,580	I ⁽¹⁾	By Trust
Common Stock	04/24/2006		S		100	D	$ 65.12	69,480	I ⁽¹⁾	By Trust
Common Stock	04/24/2006		S		200	D	$ 65.1	69,280	I ⁽¹⁾	By Trust
Common Stock	04/24/2006		S		200	D	$ 65.09	69,080	I ⁽¹⁾	By Trust
Common Stock	04/24/2006		S		1,000	D	$ 65.06	68,080	I ⁽¹⁾	By Trust
Common Stock	04/24/2006		S		2,500	D	$ 65.05	65,580	I ⁽¹⁾	By Trust
Common Stock	04/24/2006		S		800	D	$ 65.01	64,780	I ⁽¹⁾	By Trust
Common Stock	04/24/2006		S		3,200	D	$ 65	61,580	I ⁽¹⁾	By Trust
Common Stock	04/24/2006		S		500	D	$ 64.96	61,080	I ⁽¹⁾	By Trust
Common Stock	04/24/2006		S		1,300	D	$ 64.9	59,780	I ⁽¹⁾	By Trust
Common Stock	04/24/2006		S		400	D	$ 64.87	59,380	I ⁽¹⁾	By Trust
Common Stock	04/24/2006		S		1,100	D	$ 64.86	58,280	I ⁽¹⁾	By Trust
Common Stock	04/24/2006		S		3,000	D	$ 64.85	55,280	I ⁽¹⁾	By Trust
Common Stock	04/24/2006		S		400	D	$ 64.82	54,880	I ⁽¹⁾	By Trust
Common Stock	04/24/2006		S		4,400	D	$ 64.8	50,480	I ⁽¹⁾	By Trust
Common Stock	04/24/2006		S		100	D	$ 64.79	50,380	I ⁽¹⁾	By Trust
Common Stock	04/24/2006		S		300	D	$ 64.78	50,080	I ⁽¹⁾	By Trust
Common Stock	04/24/2006		S		2,600	D	$ 64.77	47,480	I ⁽¹⁾	By Trust
Common Stock	04/24/2006		S		500	D	$ 64.76	46,980	I ⁽¹⁾	By Trust
Common Stock	04/24/2006		S		3,400	D	$ 64.75	43,580	I ⁽¹⁾	By Trust
Common Stock	04/24/2006		S		700	D	$ 64.74	42,880	I ⁽¹⁾	By Trust
Common Stock	04/24/2006		S		1,600	D	$ 64.73	41,280	I ⁽¹⁾	By Trust
Common Stock	04/24/2006		S		900	D	$ 64.71	40,380	I ⁽¹⁾	By Trust
Common Stock	04/24/2006		S		5,200	D	$ 64.7	35,180	I ⁽¹⁾	By Trust
Common Stock	04/24/2006		S		200	D	$ 64.68	34,980	I ⁽¹⁾	By 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) ⁽²⁾

$ 7.2975

04/24/2006

18,956

01/02/2006

01/02/2013

Common Stock

18,956

⁽³⁾

0 ⁽⁴⁾

Employee Stock Option (right to buy) ⁽²⁾

$ 10.4875

04/24/2006

13,585

01/02/2006

01/02/2014

Common Stock

13,585

⁽³⁾

13,587 ⁽⁴⁾

Employee Stock Option (right to buy) ⁽²⁾

$ 19.3275

04/24/2006

7,520

01/03/2006

01/03/2015

Common Stock

7,520

⁽³⁾

15,040 ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WALCOTT ROGER B JR 701 MARKET STREET ST. LOUIS, MO 63101-1826			EVP - Corporate Development

Signatures

Roger B. Walcott, Jr. By: Joseph W. Bean, Attorney-in-Fact		04/26/2006
^**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)	Upon exercise of the options, the shares are immediately transferred to a family trust.
(2)	The number of outstanding stock options and exercise prices have been adjusted to reflect the 2-for-1 stock split effected by the Company in February 2006.
(3)	Not applicable.
(4)	The numbers reported in this Column 9 of Table II do not include an additional 455,750 options with different expiration dates and exercise prices.
Remarks: 1 of 2 Form 4's-- Additional transactions from 4/24/2006 are reported on a separate Form 4.

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.