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SIMPSON THACHER & BARTLETT LLP

November 9,
2004

VIA FACSIMILE

TO:

Perry Hindin

FROM:

Ed Tolley

RE:

Foundation Coal Holdings, Inc. Proposed Amendment No. 3 to Form S-1

File No. 333-18427 (the "Registration Statement")

        As
you discussed with me and as Scott Fisher discussed with Sandra Eisen on November 2, 2004, enclosed please find (1) a draft letter of proposed responses to the comment
letter of the Staff of the Securities and Exchange Commission, dated October 29, 2004, relating to Amendment No. 2 to the
Registration Statement and (2) the relevant pages of Amendment No. 3 to the Registration Statement that have been revised in response to the Staff's comments and that will be included in
the Registration Statement when it is formally filed. We have marked all the pages to show changes from Amendment No. 2 to the Registration Statement and are in the process of filing the same
as EDGAR correspondence (together with the two pages that were sent to Sandra Eisen on November 2, 2004).

        Please
call me (212-455-3189) when you receive the enclosed materials with any questions.

    E.P.T.

Enclosures

DRAFT FOR SEC REVIEW

November    ,
2004

VIA FEDERAL EXPRESS AND EDGAR

Re:Foundation
Coal Holdings, Inc.

Amendment No. 2 to Form S-1

filed on October 22, 2004

File No. 333-118427

Perry
Hindin

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

Dear
Mr. Hindin:

        On
behalf of Foundation Coal Holdings, Inc. (the "Company"), we are writing to respond to the comments set forth in the comment letter of the staff of the Securities and Exchange
Commission (the "Staff") dated October 29, 2004 (the "comment letter") relating to Amendment No. 2 to the above-referenced Registration Statement on Form S-1 filed on
October 22, 2004 (the "Registration Statement"). We have also revised the Registration Statement in response to the Staff's comments and are filing concurrently with this letter Amendment
No. 3 to the Registration Statement ("Amendment No. 3"), which reflects these revisions and updates certain other information.

        For
your convenience, the numbered paragraphs of this letter correspond to the numbered paragraphs of the comment letter. Page references in the text of this letter correspond to the
pages of Amendment No. 3.

General

1.We note your response to prior comments 1 and 5. You also omit quantitative information from the new "dividend policy" disclosure. As you prepare your response
and create an updated internal timetable, factor in a reasonable amount of time for the staff's review. We may have further comments upon reviewing the additional disclosure and new information you
intend to provide.

We
note the Staff's comment. We have also included the price range and offering size and related disclosure in Amendment No. 3 for the Staff's review. [Note
to Staff: In the interests of providing previously omitted offering information to the Staff to aid and expedite its review, we have attached the cover page, the "dividend policy" page and certain
other selected pages that include previously omitted offering information.]

Finally,
Amendment No. 3 has been updated to reflect the Company's third quarter financial results. [Note to Staff: We expect to file a formal
amendment reflecting the third quarter financial results on November 12th.]

Dividend
Policy, page 32

2.You indicate that you expect to declare regular cash dividends following the offering, although you have not yet determined the amount of the dividends.
Disclose the criteria that the board intends to consider in determining whether to declare a dividend. Also tell us on a supplemental basis the estimated initial dividend rate, or provide us with a
range if the rate is not yet known. We may have further comment.

The
Company has revised its disclosure on page 32 of the Registration Statement to include the criteria that the board intends to consider in determining whether to declare a dividend.

The
Company currently estimates that the initial quarterly dividend rate will be between $0.04 and $0.05 per share.

Financial Statements of RAG

Note 2—Summary of Significant Accounting Policies

Property, Plant, Equipment, Mine Development Costs... page F-10

3.Please remove the reference to coal reserves in the title of this subpart of Note 2. Refer to comment 56 in our letter dated September 17,
2004.

The
Company has revised the applicable disclosure on page F-10.

4.We have reviewed your response to prior comment number 9 in our letter dated October 15, 2004, along with prior comment number 55 in our letter dated
September 17, 2004, and continue to be unclear as to your accounting policies with regard to coal assets. We note your disclosure: "Costs of developing new mines or significantly expanding the
capacity of existing mines are capitalized and principally amortized over the estimated useful lives of the mines using the straight-line method." With regard to this policy, tell us the
specific nature of the expenditures involved. Also tell us why you believe that. amortization on a straight-line basis is more appropriate than the
units-of-production basis. At your option, you may wish to arrange a telephone conference with us to discuss your response to this comment, at which time we will determine
whether a written response continues to be necessary.

The
Company and its independent accountants, Ernst & Young LLP, discussed this comment with Ms. Sandra Eisen of the accounting Staff on November 3, 2004, and confirmed that there
is no material difference to the Company's financial statements between the Company's use of the straight line method to amortize mine development costs and the units of production method. As agreed
with Ms. Eisen, the Company has revised its disclosure in the "Property, Plant, Equipment and Mine Development Costs" caption of footnote 2 on page F-10 of the Registration
Statement.

*
* * * * * *

        We
will endeavor to provide for adequate time after the filing of any amendment for further review before submitting a request for acceleration and to provide any acceleration request at
least two business days in advance of the requested effective date.

        Please
call me (212-455-3189) or Scott Fisher (212-455-2456) of my firm if you wish to discuss the Company's responses to the comment
letter.

Very truly yours,

Edward P. Tolley III

2

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with
the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or
sale is not permitted.

PROSPECTUS (Subject to Completion)

Issued November     , 2004

23,610,000 Shares

Foundation Coal Holdings, Inc.

Common Stock

        This is an initial public offering of shares of common stock of Foundation Coal Holdings, Inc. All of the 23,610,000 shares of common stock are being sold
by us. We intend to use approximately $46.4 million of the proceeds from the sale of the shares being sold by us in this offering to repay certain of our indebtedness and for other general
corporate purposes. We intend to use the remaining proceeds of approximately $350.0 million from the sale of the shares being sold by us in this offering to pay a dividend to our

stockholders existing immediately prior to this offering, consisting of affiliates of First Reserve, Blackstone, AMCI and certain members of senior management.

        Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price per share will be between $17.00 and
$19.00. Our common stock has been approved for listing on the New York Stock Exchange under the symbol "FCL," subject to official notice of issuance.

        The underwriters have the option to purchase up to an additional 3,541,500 shares from us at the initial public offering price less the underwriting discount. We intend to use the
proceeds we receive from any shares sold pursuant to the underwriters' option to pay an additional dividend to our existing stockholders.

        Investing in our common stock involves risks. See "Risk Factors" beginning on page 14.

Initial public

offering

price

Underwriting discount

Proceeds, before

expenses, to

Foundation Coal

Holdings, Inc.

Per Share

$

$

$

Total

$

$

$

        Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares to purchasers on                        , 2004.

Morgan Stanley

Citigroup

UBS Investment Bank

Bear, Stearns & Co. Inc.

Credit Suisse First Boston

Lehman Brothers

                        ,
2004

The Offering

Shares of common stock offered by us

23,610,000 shares.

Shares of common stock outstanding after this offering

44,392,433 shares (excluding 226,190 shares that may be dividended to our existing stockholders who are members of management if they receive their share of the $350.0 million dividend in shares of common stock instead of cash and
including 3,541,500 shares that will be dividended to our stockholders existing immediately prior to this offering, consisting of affiliates of First Reserve, Blackstone, AMCI and certain members of senior management, assuming the underwriters do not
exercise their option to purchase additional shares).

Use of proceeds

We estimate that the net proceeds to us from this offering, after deducting underwriting discounts and estimated offering expenses, will be approximately $396.4 million. We intend to use approximately $46.4 million of the net proceeds
($42.4 million in the event the underwriters exercise their option to purchase additional shares) to repay certain of our indebtedness and for other general corporate purposes. We intend to use the remaining net proceeds of approximately
$350.0 million to pay a dividend to our existing stockholders ($345.9 million if our existing stockholders who are members of management receive their dividend in shares of common stock instead of cash). See "Use of Proceeds." We also
intend to use the proceeds we receive from any shares sold pursuant to the underwriters' option to pay an additional dividend to our existing stockholders.

Proposed New York Stock Exchange symbol

FCL

        Unless
we specifically state otherwise, all information in this prospectus:

•assumes
no exercise by the underwriters of their option to purchase additional shares;

•gives
effect to (i) the 196,000 for one stock split effected on August 10, 2004 and (ii) the 0.879639 for one reverse stock split with respect to shares
and 2.052392 stock split with respect to options we expect to effect immediately prior to the consummation of this offering;

•assumes
that we issue an additional 3,541,500 shares of our common stock to our existing stockholders, pursuant to a stock dividend that we will declare prior to the
consummation of this offering, the terms of which will require that shortly after the expiration of the underwriters' option to purchase additional shares (assuming the option is not exercised in
full) we issue to our existing stockholders the number of shares equal to (x) the number of additional shares the underwriters have an option to purchase minus (y) the actual number of
shares the underwriters purchase from us pursuant to that option; and

•excludes
3,536,431 shares, after giving effect to the 2.052392 for one option split, of common stock reserved for issuance in connection with outstanding options granted
under our 2004 Stock Incentive Plan.

7

USE OF PROCEEDS

        We estimate that the net proceeds from the sale by us of the shares of common stock being offered hereby, after deducting underwriting discounts
and estimated offering expenses, will be approximately $396.4 million, assuming an initial public offering price per share of $18.00. We intend to use approximately $44.4 million of the
net proceeds to repay certain of our indebtedness and $2.0 million for other general corporate purposes (in each case assuming an initial public offering price per share of $18.00). We intend
to use the remaining net proceeds of approximately $350.0 million ($345.9 million if our existing stockholders who are members of management receive their dividend in shares of common
stock instead of cash), assuming an initial public offering price per share of $18.00, to pay a dividend to our stockholders existing immediately prior to the offering, consisting of affiliates of
First Reserve, Blackstone, AMCI and certain members of senior management. In the event that our existing stockholders who are members of management receive their share of the dividend in shares of
common stock instead of cash, we will use the $4.1 million of proceeds to repay indebtedness or for general corporate purposes. We also intend to use the proceeds we receive from any shares
sold pursuant to the underwriters' option to purchase additional shares to pay an additional dividend to our existing stockholders. In the event the underwriters exercise their option to purchase
additional shares, the amount available to repay debt would be reduced to $40.4 million as a result of payment by us of the underwriting discount. However, in the event management receives
their dividend in stock as described above, such amount would then increase to $44.5 million.

        Any change in the amount of net proceeds raised in the offering will either increase or decrease the cash dividend to be paid to our existing stockholders, as the case may be, but will
not affect the amount of debt to be repaid.

        We
currently expect that the indebtedness to be repaid with a portion of such net proceeds will be a portion of our term loan under the Senior Credit Facilities. The term loan currently
accrues interest at LIBOR plus 2% per annum and is due to mature in seven years, with quarterly amortization prior thereto. The proceeds from the term loan were used, together with other related
financings, to finance the Acquisition and to pay related transaction fees and expenses incurred in connection with the Acquisition and the related financings.

DIVIDEND POLICY

        Immediately prior to the consummation of this offering, we intend to declare three dividends, which will be payable to our existing stockholders
on the record date to be set for those dividends.

•The
first dividend will be a cash dividend of $350.0 million ($345.9 million if our existing stockholders who are members of management receive their share of
the dividend in shares of common stock instead of cash), assuming an initial public offering price per share of $18.00, which we will pay to our existing stockholders out of a portion of the net
proceeds from this offering.

•The
second dividend will be a cash dividend of up to $63.7 million, assuming an initial public offering price per share of $18.00, which we will pay to our existing
stockholders with all of the proceeds we receive from the shares sold pursuant to the underwriters' option to purchase additional shares.

•The
third dividend will be a stock dividend of up to 3,541,500 shares of our common stock, which we will pay to our existing stockholders, the terms of which will require
that shortly after the expiration of the underwriters' option to purchase additional shares (assuming the option is not exercised in full) we issue to our existing stockholders the number of shares
equal to (x) the number of additional shares the underwriters have an option to purchase minus (y) the act