<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
-----
ZEIGLER COAL HOLDING COMPANY
-----------------------------------------------------------
(Name of Issuer)
COMMON STOCK
-----------------------------------------------------------
(Title of Class of Securities)
989286109
-----------------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE> 2
13G
CUSIP No. 989286109 PAGE 2 OF 5 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael K. Reilly
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. citizen
5 SOLE VOTING POWER
1,254,350 shares of Common Stock
6 SHARED VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING 1,254,350 shares of Common Stock
PERSON WITH
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,254,350 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.45%
12 TYPE OF REPORTING PERSON
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 989286109 PAGE 3 OF 5 PAGES
Item 1(a). Name of Issuer:
Zeigler Coal Holding Company
Item 1(b). Address of Issuer's Principal Executive Offices:
50 Jerome Lane
Fairview Heights, IL 62208
Item 2(a). Name of Person Filing:
Michael K. Reilly
Item 2(b). Residence or Address of Principal Business Office:
c/o Zeigler Coal Holding Company
50 Jerome Lane
Fairview Heights, IL 62208
Item 2(c). Citizenship:
U.S. citizen
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
989286109
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b),
check whether the person filing is a:
N/A
Item 4. Ownership
(a) Amount Beneficially Owned
1,254,350 shares of Common Stock
(b) Percent of Class
4.45%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
1,254,350 shares of Common Stock
(ii) shared power to vote or to direct the vote
-0-
(iii) sole power to dispose or to direct the disposition of
1,254,350 shares of Common Stock
(iv) shared power to dispose or to direct the disposition of
-0-
<PAGE> 4
CUSIP NO. 989286109 PAGE 4 OF 5 PAGES
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than 5% of the class of securities,
check the following. [x]
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
N/A
Item 7. Identification and Classification of the Subsidiary which Acquired the
Security Being Reported on By the Parent Holding Company:
N/A
Item 8. Identification and Classification of Members of the Group:
N/A
Item 9. Notice of Dissolution of Group:
N/A
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course
of business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any transaction
having such purposes or effect.
<PAGE> 5
CUSIP NO. 989286109 PAGE 5 OF 5 PAGES
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 10, 1998
-----------------------
(Date)
/s/Michael K. Reilly
--------------------
Michael K. Reilly
