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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

       DIVISION OF
CORPORATION FINANCE
	September 17, 2004

via U.S. mail	via facsimile

Greg A. Walker, Esq.	Edward P. Tolley III, Esq.
General Counsel	Simpson Thacher & Bartlett LLP
Foundation Coal Holdings, Inc.	(F) (212) 455-2502
999 Corporate Boulevard
Suite 300
Linthicum Heights, Maryland  21090-2227

Re:  	Foundation Coal Holdings, Inc.
	Form S-1 filed on August 20, 2004
File No. 333-118427

Dear Mr. Walker:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your explanation
as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other aspect
of our review.  Feel free to call us at the telephone numbers listed
at the end of this letter.

Form S-1

General

1. Many of our comments apply to disclosure that appears in more than
one place.  To eliminate the need for us to issue repetitive
comments, please make corresponding changes to all affected
disclosure, wherever it appears in your document.

2. You omit a large amount of information throughout your document,
not all of which is related to the initial public offering price.
Fill in all blanks with your next amendment, using brackets if
necessary to identify information that may change prior to
effectiveness.  We note omissions at pages 28, 32, 104, 107, 117 and
II-1, for example.

3. We will need time to review all new disclosure, including any
additional proposed artwork or graphics, the intended price range,
the use of proceeds, the number of shares to be repurchased and the
resulting ownership breakdown, prior to completing our examination.
Similarly, we will need time to review all omitted exhibits,
including the opinion of counsel.  You can expedite the review
process by providing all this information and all these documents
promptly.  We may have additional comments.

Prospectus Cover Page

4. Provide updated and current disclosure throughout the prospectus.
For example, update the status of your application with the New York
Stock Exchange, and include any material developments in the Legal
Proceedings section.

5. Remove the caption "Joint Book-Running Managers" as it does not
belong on the prospectus cover page.  Counsel representing the
underwriters should advise their clients to make this change globally
to ensure that it does not appear on the prospectus cover page in
future filings.

6. The fourth sentence at the top of page i is inappropriate.  Please
revise accordingly.

Market and Industry Data and Forecasts, page ii

7. Move this section so that the Summary and Risk Factors sections
immediately follow the cover page and table of contents.  Refer to
Item 503 of Regulation S-K.

8. You are responsible for all disclosure that appears in your
filings.  Revise this section to eliminate any suggestion to the
contrary, including the last sentence and the word "although."  Make
clear that you are responsible for the disclosure and that you
believe it is reliable and accurate.

Prospectus Summary, page 1

9. Revise to provide a concise and balanced summary of the material
information you disclose elsewhere.  The following are examples of
necessary changes to this section.

(a) Eliminate the suggestion that you only "highlight" "selected"
information.
(b) Avoid the use of subjective language.  Also do not use technical
terms with which the reader may be unfamiliar or which may require
lengthy definitions.  Examples include the reference to "investment
grade" producers, one of the "premier" coal producers, "recognized
industry leader," "reputation for reliability and superior customer
service," "preferred provider," "recognized leadership in operating
some of the safest mines," "achieving environmental excellence" and
the like.
(c) If you desire to retain any claims of leadership, briefly explain
in context how it was determined and provide us with supplemental
support for the claims.  This also applies to disclosure elsewhere,
including the safe mines claim and cost advantage claims that appear
at page 78.  Similarly, support claims like coal market fundamentals
being "among the strongest in the past decade."
(d) Balance the positive aspects of your business with a discussion
of the risks and limitations that could harm your business or inhibit
your strategic plans.
(e) Eliminate repetitive disclosure.  For example, you repeat the
coal market fundamentals claim and your purported reputation at pages
3 and 4.

Risk Factors, page 14

10. You must disclose all known material risks in this section.
Therefore, the second, third and fourth italicized sentences at page
14 appear inappropriate.  Please revise accordingly.

11. State the risk plainly and directly, eliminating excess detail,
repetitive disclosure among various risk factors and statements like
"we cannot assure you that...."  For example, substantially shorten
the disclosure, possibly eliminating the bullet point discussion, in
the first risk factor on page 15.  Also remove the excess detail and
repetitive disclosure that appears in several risk factors related to
government regulation and environmental matters.  Instead, focus your
risk factor discussion and provide precise cross-references to more
detailed disclosure that you include later in the document.

12. Revise the risk factor subheadings to identify the risk and
potential harm concisely. Several captions merely state facts and
fail to describe the risk that follows, including without limitation,
"We depend in part on supplies of coal produced by third parties and
contractors," "We will require a significant amount of cash to
service our indebtedness" and "Our Sponsors may have significant
influence on our company."

13. Other captions do not address all the risks that you present in
the risk factor.  Revise the caption or break out separate risks into
separate risk factors.  Examples include the possible termination of
contracts because of challenges to "force majeure" determinations
mentioned under "The Cumberland mine was temporarily closed" at page
15 and the consequences of being a "controlled company" for NYSE
purposes as discussed in the second paragraph under "We cannot assure
you that we have implemented" at page 29.

14. Eliminate language that tends to mitigate the risk you discuss.
Examples include clauses that begin "although," the statement "we
believe our cash flow ... will be adequate," and references to
insurance coverage under the heading "Our profitability may decline
due to unanticipated mine operating conditions."  Instead, focus on
the underlying risk, such as the harm that could result from
uninsured loss.  If appropriate, you may describe the extent and
effect of your insurance coverage elsewhere in your document.

Our operations could be adversely affected, page 25

15. Disclose in the caption and text the "material adverse effect" to
which you refer in the second paragraph.

Our ability to operate our company effectively, page 28

16. If any of your "key personnel" are not under contract, revise to
disclose this.

Our Sponsors may have significant influence, page 28

17. Provide enhanced disclosure regarding the impact on the control
the Sponsors will be able to exercise due to the supermajority
provisions discussed at page 114, as applicable.  Also quantify the
precise amount of stock that the Sponsors will control.

Special Note Regarding Forward-Looking Statements, page 31

18. Eliminate the suggestion that "will" identifies forward-looking
statements.

Dividend Policy, page 32

19. Ensure that your disclosure is consistent and accurate.  For
example, at page 118 you state that the disclosure in this section
indicates that you "do not currently intend to pay dividends," but we
can find no such assertion here.

Legal Proceedings, page 90

20. Revise to clarify that there is no case nor group of related
cases pending that is likely to have a material adverse effect.

Management, page 96

	Directors and Executive Officers, page 96

21. For purposes of clarity, we suggest that you repeat in the first
sketch the date of the Acquisition, as defined.  Also ensure that you
disclose the principal businesses of all principal employers during
the five year period, including The Blackstone Group and First
Reserve Corporation.  Lastly, include a biographical sketch for all
identified directors, including the independent director to whom you
refer at page 98.

Employment Agreements, page 102

22. Quantify the specified salary, bonus and any material perquisites
in each case.

Principal Stockholders, page 104

23. Disclose the address for each Sponsor, each of whom is
essentially a selling stockholder in this offering.  Also identify in
the table the natural persons with control of each listed entity for
purposes of Exchange Act Rule 13d-3.

24. Where you include in the table the same shares for more than one
entity or person due to the application of Rule 13d-3, provide
clarifying footnote disclosure in that regard.  And explain the
reference in footnote 7 to "each of the above entities."

Certain Relationships and Related Party Transactions, page 106

25. For each material agreement, summarize in this section the
material terms and describe in necessary detail any likely changes.
We note the reference to your intention to amend and restate the
stockholders agreement, for example.  Similarly, describe at page 117
the "specified exceptions" to the lock-up agreements.

Certain U.S. Federal Income and Estate Tax Consequences, page 118

26. Explain why you include this section, which requires a more
precise caption to make clear that you are discussing consequences to
non-U.S. holders.  Where else are you selling these shares?  We note
the reference at page 122 to sales in the U.K.

27. Revise your statement that a holder "should consult" with his own
tax advisor.  Because stockholders may rely on the disclosure that
appears in your registration statement, including disclosure relating
to tax consequences, eliminate this language as it may suggest
otherwise.  You may replace the admonition with language to the
effect that you recommend or encourage that consultation.

Underwriting, page 121

28. Rather than referring to "among" the factors to be considered,
identify all material factors that will be used to determine the
initial public offering price.

29. We note that your underwriters will engage in an electronic
offer, sale or distribution of the shares.  Please describe their
procedures to us supplementally.  If you become aware of any
additional members of the underwriting syndicate that may engage in
electronic offers, sales or distributions after you respond to this
comment, promptly supplement your response to identify those members
and provide us with a description of their procedures.  Briefly
describe any electronic distribution in the filing.  Consult Release
Nos. 33-7233 and 33-7289 for guidance.

Also, in your discussion of your procedures, tell us how your
procedures ensure that the distribution complies with Section 5 of
the Securities Act.  In particular, address:

* the communications used;
* the availability of the preliminary prospectus;
* the manner of conducting the distribution and sale, such as the use
of  indications of interest or conditional offers;
* how offers and final confirmations will be made; and
* the funding of an account and payment of the purchase price.

We may comment further.

30. You indicate that a prospectus in electronic format may be made
available on the websites maintained by one or more of the
underwriters.  Identify the underwriters and the websites.  If
agreements exist outlining these arrangements, provide us a copy of
such agreements and describe their material terms.  Provide us with
copies of all information concerning your company or prospectus that
has appeared or will appear on their websites.  If you subsequently
enter into any arrangements with a third party to host or access your
preliminary prospectus on the Internet, promptly supplement your
response.  We may comment further.

31. You indicate that you intend to conduct a  "directed share
offering."  Provide us with any material you have sent or intend to
send to these potential purchasers such as a "friends and family
letter."  Tell us when you first sent them or intend to send them to
these potential purchasers.  Tell us whether the sale will be handled
by you directly or by the underwriting syndicate.  Tell us the
procedures you or the underwriter will employ in making the offering
and how you will assure that this offer will meet the requirements of
Section 5 of the Securities Act and Rule 134.  We may have further
comments.

Validity of the Shares, page 124

32. Explain further the reference to the "investment vehicle,"
providing quantification as appropriate.

Where You Can Find Additional Information, page 124

33. Please note that your disclosure must be materially complete.
Any suggestion to the contrary is not appropriate.  Therefore, please
delete or revise the fourth sentence of this section.

Financial Statements and Related Disclosure

General

34. Monitor your need to update your financial statements, as
required by Rule 3-12 of Regulation S-X, for RAG and Foundation Coal.

Consent

35. Provide updated consents from your independent accountants in the
next amendment.

Prospectus Summary, page 1

36. Remove representations here and elsewhere in your filing that
your EBITDA margins are among the highest in your peer group.

Summary Historical and Pro Forma Financial Data, page 8

37. Please note that the following group of comments also applies to
your Selected Historical Consolidated Financial Data, beginning on
page 44, and other disclosure in your filing, if applicable.

38. Indicate in the introduction that the registrant, Foundation Coal
Holdings, Inc., has no historical operations or balance sheet data.

39. Please include a heading of "Predecessor" above the financial
data from RAG American Coal Holding, Inc.  If, in the future, you
present predecessor and successor information in your table, separate
with bold, double vertical lines.

40. Revise the balance sheet data in your table to present cash
components separately, or remove this information from your table.

41. Your measure of EBITDA and EBITDA margin, as defined, are
considered non-GAAP measures due to the adjustment for interest
income. Either revise to delete the adjustment for interest income or
re-name. You may not use titles or descriptions of non-GAAP financial
measures that are the same as other measures with well-known or
common usage or definition.

42. Remove "Non-cash charges included in EBITDA" and "Unusual
(income) expense included in EBITDA" from your tables and footnotes,
as these are non-GAAP measures.  Refer to our FAQ regarding non-GAAP
measures at
http://www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm, Question
10.  Information regarding "Adjusted EBITDA," as defined in your
credit agreement, may be presented only in the liquidity section of
your Management`s Discussion and Analysis.

43. Remove the non-GAAP measures "Operating working capital" and
"Cash operating cost per produced ton" from your table.  Both appear
to be liquidit