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

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

(Last)

(First)

(Middle)

701 MARKET STREET

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2006

(Street)

ST. LOUIS, MO 63101-1826

4. If Amendment, Date Original Filed(Month/Day/Year)
03/17/2006

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	03/15/2006		S⁽¹⁾		100	D	$ 46.58	564,336 ⁽⁶⁾	I ⁽²⁾	By Family Trust
Common Stock	03/15/2006		S⁽¹⁾		100	D	$ 46.57	564,236 ⁽⁶⁾	I ⁽²⁾	By Family Trust
Common Stock	03/15/2006		S⁽¹⁾		400	D	$ 46.56	563,836 ⁽⁶⁾	I ⁽²⁾	By Family Trust
Common Stock	03/15/2006		S⁽¹⁾		1,100	D	$ 46.55	562,736 ⁽⁶⁾	I ⁽²⁾	By Family Trust
Common Stock	03/15/2006		S⁽¹⁾		100	D	$ 46.54	562,636 ⁽⁶⁾	I ⁽²⁾	By Family Trust
Common Stock	03/15/2006		S⁽¹⁾		11,300	D	$ 46.5	551,336 ⁽⁶⁾	I ⁽²⁾	By Family Trust
Common Stock	03/15/2006		S⁽¹⁾		1,200	D	$ 46.49	550,136 ⁽⁶⁾	I ⁽²⁾	By Family Trust
Common Stock	03/15/2006		S⁽¹⁾		100	D	$ 46.48	550,036 ⁽⁶⁾	I ⁽²⁾	By Family Trust
Common Stock	03/15/2006		S⁽¹⁾		100	D	$ 46.45	549,936 ⁽⁶⁾	I ⁽²⁾	By Family Trust
Common Stock	03/15/2006		S⁽¹⁾		200	D	$ 46.43	549,736 ⁽⁶⁾	I ⁽²⁾	By Family Trust
Common Stock	03/15/2006		S⁽¹⁾		600	D	$ 46.42	549,136 ⁽⁶⁾	I ⁽²⁾	By Family Trust
Common Stock	03/15/2006		S⁽¹⁾		1,500	D	$ 46.41	547,636 ⁽⁶⁾	I ⁽²⁾	By Family Trust
Common Stock	03/15/2006		S⁽¹⁾		600	D	$ 46.4	547,036 ⁽⁶⁾	I ⁽²⁾	By Family Trust
Common Stock	03/15/2006		S⁽¹⁾		200	D	$ 46.39	546,836 ⁽⁶⁾	I ⁽²⁾	By Family Trust
Common Stock	03/15/2006		S⁽¹⁾		500	D	$ 46.38	546,336 ⁽⁶⁾	I ⁽²⁾	By Family Trust
Common Stock	03/15/2006		S⁽¹⁾		100	D	$ 46.3	546,236 ⁽⁶⁾	I ⁽²⁾	By Family Trust
Common Stock								32,646 ⁽³⁾ ⁽⁵⁾	D
Common Stock								19,422 ⁽⁴⁾	I	By 401(k) Plan
Common Stock								4,400 ⁽⁴⁾	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

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	X

Signatures

/s/ Irl F. Engelhardt By: Joseph W. Bean as Attorney-in Fact		03/26/2007
^**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)	This sale was effected pursuant to a pre-existing Rule 10b5-1 trading plan adopted by the reporting person.
(2)	Pursuant to the Rule 10b5-1 trading plan referred to in footnote 1, upon exercise of the options the shares are immediately transferred to a family trust.
(3)	Includes 5,606 shares acquired under the Company's Employee Stock Purchase Plan.
(4)	Amounts have been adjusted to reflect the 2-for-1 stock split effected by the Company in February 2006.
(5)	This amendment corrects the number of securities beneficially owned following the reported transaction, which was inadvertently understated by 128 shares in the originally-filed Form 4, including 120 shares inadvertently understated and corrected in the reporting person's March 15, 2005 Form 4, as adjusted for stock splits in March 2005 and February 2006. The understatement was reflected in subsequently filed Form 4s.
(6)	As reflected in an amendment to the reporting person's March 15, 2005 Form 4, this amendment reflects the correction of the number of securities beneficially owned following the reported transaction which was inadvertently understated by 4,000 shares, as adjusted for stock splits in March 2005 and February 2006. The understatement was reflected in subsequently filed Form 4s.
Remarks: 2 of 2 Form 4s -- Additional transactions from March 15, 2006 were reported in 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.

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