Edgar Filing: NACCO INDUSTRIES INC

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 ^*

BUTLER JOHN C JR

2. Issuer Name and Ticker or Trading Symbol
NACCO INDUSTRIES INC [NC]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	__X__ Other (specify below)
VP-Corp Dev and Treasurer / Member of a Group

(Last)

(First)

(Middle)

NACCO INDUSTRIES, INC., 5875 LANDERBROOK DRIVE, STE. 300

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2004

(Street)

MAYFIELD HEIGHTS, OH 44124

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)
Class A Common Stock	10/22/2004	10/22/2004	G	V	3,748	A	$ 0	37,917	I	By Spouse/Trust ⁽¹⁾
Class A Common Stock								1,530	I	By Trust-Child 1 ⁽⁷⁾
Class A Common Stock								2,800	I	By IRA ⁽⁸⁾
Class A Common Stock								1,375	I	By Trust-Child 2 ⁽⁷⁾
Class A Common Stock	12/28/2004	12/28/2004	G	V	480	A	$ 0	3,442	I	Assoc II ⁽²⁾
Class A Common Stock	01/26/2005	01/26/2005	G	V	531	A	$ 0	3,973	I	Assoc II ⁽²⁾
Class A Common Stock	12/28/2004	12/28/2004	G	V	639	A	$ 0	4,585	I	By Assoc II/Spouse ⁽³⁾
Class A Common Stock	01/26/2005	01/26/2005	G	V	709	A	$ 0	5,294	I	By Assoc II/Spouse ⁽³⁾
Class A Common Stock	12/28/2004	12/28/2004	G	V	479	A	$ 0	3,441	I	By Assoc II/Child 1 ⁽⁴⁾
Class A Common Stock	01/26/2005	01/26/2005	G	V	532	A	$ 0	3,973	I	By Assoc II/Child 1 ⁽⁴⁾
Class A Common Stock	12/28/2004	12/28/2004	G	V	479	A	$ 0	2,707	I	By Assoc II/Child 2 ⁽⁴⁾
Class A Common Stock	01/26/2005	01/26/2005	G	V	532	A	$ 0	3,239	I	By Assoc II/Child 2 ⁽⁴⁾
Class A Common Stock	02/08/2005	02/08/2005	A⁽⁶⁾		381	A	$ 0	6,674	I	By Trust ⁽⁵⁾

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
BUTLER JOHN C JR NACCO INDUSTRIES, INC. 5875 LANDERBROOK DRIVE, STE. 300 MAYFIELD HEIGHTS, OH 44124			VP-Corp Dev and Treasurer	Member of a Group

Signatures

/s/Charles A. Bittenbender, attorney-in-fact for John C. Butler, Jr.		02/10/2005
^**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)	Held by Trust, Alfred M. Rankin, Jr., Trustee, for the benefit of Reporting Person's Spouse. Reporting Person disclaims benefici al ownership of all such shares.
(2)	Represents the Reporting Person's proportionate limited partnership interests in shares held by Rankin Associates II, L.P.-------
(3)	Represents the Reporting Person's spouse's proportionate limited partnership interests in shares held by Rankin Associates II, L. P. Reporting Person disclaims beneficial ownership of all such shares.
(4)	Represents the Reporting Person's child's proportionate limited partnership interests in shares held by Rankin Associates II, L.P . Reporting Person disclaims beneficial ownership of all such shares.
(5)	Reporting Person serves as Trustee with National City Bank of the J.C. Butler, Jr. Revocable Trust.
(6)	Shares of Class A Common Stock awarded to the Reporting Person under the Company's Executive Long-Term Incentive Compensation Pla n.
(7)	Held by Trust, John C. Butler, Jr., Trustee, for the benefit of Reporting Person's minor child. Reporting Person disclaims beneficial ownership of all such shares.
(8)	Held in an Individual Retirement Account for the benefit of the Reporting Person.
Remarks: "Remark on Insider relationship to Issuer" As a member of a "group" deemed to own more than 10% of an equity security as a result of being a party to a Stockholders' Agreement, dated as of March 15, 1990, beneficially owned by each of the signatories to such agreement (the "Agreement"), the Reporting Person disclaims beneficial ownership of any such shares of Stock owned by any other signatory to the Agreement.

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