SECURITIES AND EXCHANGE COMMISSION
  
                            Washington, D.C.  20549
  
  
                                  FORM 8-K/A
  
                                CURRENT REPORT
  
  
                    Pursuant to Section 13 or 15(d) of the 
                        Securities Exchange Act of 1934
  
       Date of Report (Date of earliest event reported): March 31, 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 of                                     Identification No.)
      incorporation)                                 

  
    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. 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 Resources, Inc. is not subject to the periodic reporting
requirements pursuant to Section 12 or Section 15(d) of the Securities Exchange
Act of 1934.

      Revised annual financial information for the 1998 fiscal year that AEI
Resources, Inc. would be required to file with the Commission on Form 10-K can 
be found in, and is hereby incorporated by reference to, the Prospectus 
constituting part of Amendment No. 1 to the Registration Statement on Form 
S-4 (No. 333-72327) with respect to $200,000,000 aggregate principal amount of
10 1/2% Senior Notes due 2005 of AEI Resources, Inc. and AEI Holding Company,
Inc., having an effective date of April 29, 1999.

Item 7.   Financial Statements, Pro Forma Financial Information   

           and Exhibits.

               (a)  Financial statements of business acquired.

                 Not applicable.

               (b)  Pro Forma Financial Information.

                 Not applicable.
             
               (c)  Exhibits.

                 Not applicable.


 
                                   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 28, 1999