<PAGE>
                                                                   EXHIBIT 4.201

      State of Delaware
      Secretary of State
   Division of Corporations
Delivered 04:05 PM 12/02/2003
FILED 03:36 PM 12/02/2003 SRV
   030770522 - 3734079 FILE


                          CERTIFICATE OF INCORPORATION

                                       OF

                         PDC PARTNERSHIP HOLDINGS, INC.

         1. The name of the corporation is:

                  PDC PARTNERSHIP HOLDINGS, INC.

         2. The address of its registered office in the State of Delaware is

                  Corporation Trust Center, 1209 Orange Street, In the City of
                  Wilmington, County of New Castle. The name of its registered
                  agent at such address Is The Corporation Trust Company.

         3. The nature of the business or purposes to be conducted or promoted
         is:

                  To engage in any lawful act or activity for which corporations
                  may be organized under the General Corporation Law of
                  Delaware.

         4. The total number of shares of stock which the corporation shall have
         authority to issue is:One Hundred Shares (100) and the par value of
         each of such shares is: Ten Dollars ($10.00) amounting in the aggregate
         to One Thousand Dollars ($1,000.00).

         5. The name and mailing address of each incorporator is as follows:

                  NAME                              MAILING  ADDRESS

                  Joseph W. Bean                    Peabody Energy Corporation
                                                    701 Market Street St. Louis,
                                                    MO 63101

         6. The corporation is to have perpetual existence.

         7. In furtherance and not in limitation of the powers conferred by
         statute, the board of directors is expressly authorized:



<PAGE>


         To make, alter or repeal the by-laws of the corporation.

         To authorize and cause to be executed mortgages and liens upon the real
and personal property of the corporation.

         To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

         To designate one or more committees, each committee to consist of one
or more of the directors of the corporation. The board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. The by-laws may provide
that in the absence or disqualification of a member of a committee, the member
or members present at any meeting and not disqualified from voting, whether or
not such member or members constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in the place of any such
absent or disqualified member. Any such committee, to the extent provided in the
resolution of the board of directors, or in the by-laws of the corporation,
shall have and may exercise all the powers and authority of the board of
directors in the management of the business and affairs of the corporation, and
may authorize the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to the following matters: (i) approving or adopting; or recommending to the
stockholders, any action or matter expressly required by



<PAGE>


the Delaware General Corporation Law to be submitted to stockholders for
approval or (ii) adopting, amending or repealing any bylaw of the corporation.

         When and as authorized by the stockholders in accordance with law, to
sell, lease or exchange all or substantially all of the property and assets of
the corporation, including its good will and its corporate franchises, upon such
terms and conditions and for such consideration, which may consist in whole or
in part of money or property including shares of stock in, and/or other
securities of, any other corporation or corporations, as its board of directors
shall deem expedient and for the best interests of the corporation.

         8. Elections of directors need not be by written ballot unless the
bylaws of the corporation shall provide.

         9. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

         10. A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (ill) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit.



<PAGE>


         WE, THE UNDERSIGNED, being each of the incorporators hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make this Certificate, hereby
declaring and certifying that this is our act and deed and the facts herein
stated are true, and accordingly have hereunto set our hands this 2nd day of
December, 2003.




                                        /s/ JOSEPH W. BEAN

                                        JOSEPH W. BEAN