SECURITIES AND EXCHANGE COMMISSION
  
                     Washington, D.C.  20549
  
  
                             FORM 8-K
  
                          CURRENT REPORT
  
  
             Pursuant to Section 13 or 15(d) of the 
                 Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported): February 19, 1999
  
  
                       AEI RESOURCES, INC.
        (Exact name of registrant as specified in charter)
  
                          333-72327
     Delaware             333-72355              61-13155723
  (State or other   (Commission File Number)    (IRS Employer
  jurisdiction or                               Identification
  incorporation)                                No.)
  
  1500 Big Run Road
  Ashland, Kentucky                                41102
  (Address of principal executive offices)       (Zip Code)
  
  Registrant's telephone number, including area code: (606) 928-3433
  
                               N/A
                  (Former name or former address
                  if changed since last report.)
  
  
             INFORMATION TO BE INCLUDED IN THE REPORT
  
Item 5.     Other Events.

  AEI Resources, Inc. ("AEI") is filing this report in
connection with its obligations to file certain information with
the Securities and Exchange Commission pursuant to Section 4.03
of both the Indenture for its 10-1/2% Senior Notes Due 2005 and the
Indenture for its 11-1/2% Senior Subordinated Notes Due 2006. 
Currently, AEI is not subject to the periodic reporting
requirements pursuant to Section 12 or Section 15(d) of the
Securities Exchange Act of 1934.

  On February 19, 1999, AEI acquired all of the issued and
outstanding stock of Princess Beverly Coal Company ("Princess
Beverly") for $11.5 million in cash at closing.  The purchase
price was based on AEI's evaluation of the size and quality of
Princess Beverly's coal reserves, facilities and equipment and
arms-length negotiations with the shareholders of Princess
Beverly (the "Sellers").  AEI used its existing credit facility
with UBS AG to pay the portion of the purchase price paid in cash
upon the closing of the Princess Beverly acquisition.  In
connection with the acquisition of Princess Beverly, AEI leased
certain coal reserves in Raleigh, Fayette and Kanawha counties,
West Virginia, and entered into a joint venture agreement with
the Sellers for the purpose of obtaining a permit to mine these
reserves.  Pursuant to a put/call agreement, either AEI or the
Sellers may cause AEI to acquire the Sellers' interest in the
joint venture for $12 million.  

  Princess Beverly conducts coal mining operations at its two
mines located in Raleigh, Fayette and Kanawha counties, West
Virginia.  Princess Beverly owns a substantial amount of mining
equipment and owns or controls approximately 32 million tons of
recoverable coal reserves.  AEI intends to continue using
Princess Beverly's assets, other than obsolete or excess
equipment, in the coal mining business.

Item 7.     Financial Statements, Pro Forma Financial Information
and Exhibits.

  (a)  Financial Statements of Businesses Acquired.

       To be filed by amendment.

  (b)  Pro Forma Financial Information.

       To be filed by amendment.

  (c)  Exhibits.

       None.


                            SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange
  Act of 1934, the Registrant has duly caused this report to
  be signed on its behalf by the undersigned thereunto duly
  authorized.
  
                                AEI RESOURCES, INC.
                                
                                    /s/Vic Grubb
                                By: Vic Grubb 
                                    Treasurer

                                Date: April 1, 1999