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                                                                     Exhibit 3.1

                               AMENDMENT NO. 1 TO
                       FIRST RESTATED AND AMENDED BY-LAWS
                                       OF
                             ANKER COAL GROUP, INC.

                            (Adopted April 28, 1999)

         1.       Article II, Section 5 of the Company's By-laws be and hereby
is stricken and replaced in full by the following:

         SECTION 5. SPECIAL MEETINGS. Special meetings of the stockholders for
any purpose or purposes may be called by the Chairman and Chief Executive
Officer or President of the Corporation, or by resolution of the Board of
Directors and shall be called by the Chairman and Chief Executive Officer,
President or Secretary of the Corporation if requested in writing by the holders
of not less than 25% of the outstanding common stock of the Corporation.

         2.       Article IV, Section 1 of the Company's By-laws be and hereby
is stricken and replaced in full by the following:

         SECTION 1. OFFICERS. The officers of the Corporation shall be a
Chairman and Chief Executive Officer, President, Executive Vice President,
Treasurer, Secretary and Assistant Secretary, all of whom shall be elected by
the Board of Directors and who shall hold office until their successors are
elected and qualified. None of the officers of the Corporation need be
directors. The officers shall be elected at the first meeting of the Board of
Directors after each annual meeting. Two or more offices may be held by the same
person. All officers shall be subject to the reasonable supervision and
direction of the Board of Directors in a manner consistent with the offices held
by such officers.

         3.       Article IV, Section 3 of the Company's By-laws be and hereby
is stricken and replaced full by the following:

         SECTION 3. CHAIRMAN AND CHIEF EXECUTIVE OFFICER. The Chairman and Chief
Executive Officer shall serve as the Chairman of the Board of Directors, shall
preside at all meetings of the Board of Directors, shall be the chief executive
officer of the Corporation and shall have the general powers and duties of
supervision and management usually vested in a chief executive officer of a
corporation. The Chairman and Chief Executive Officer shall exercise supervision
and direction over all the business, affairs and property of the Corporation,
and he shall have and perform such other suitable duties incident to the conduct
of its business and as from time to time may be assigned to him by the Board of
Directors. He shall preside at all meetings of the stockholders if present
thereat. Except as the Board of Directors shall authorize the execution thereof
in some other manner, he shall execute deeds, bonds, mortgages and other
contracts and writings on behalf of the Corporation, and shall cause the seal to
be affixed to any instrument requiring it and when so affixed the seal shall be
attested by the signature of the Secretary or the Treasurer or an Assistant
Secretary or an Assistant Treasurer.
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         4.       Article IV, Section 4 of the Company's By-laws be and hereby
is stricken and replaced full by the following:

         SECTION 4. PRESIDENT. The President shall be the chief operating
officer of the Corporation and shall have the powers and duties and shall
perform the functions of the Chairman and Chief Executive Officer in his absence
or incapacity. The President shall have such other powers and duties of
supervision and management usually vested in the office of president of a
corporation and as from time to time may be assigned to him by the Board of
Directors

         5.       Article IV, Section 5 of the Company's By-laws be and hereby
is stricken and replaced in full by the following:

         SECTION 5. EXECUTIVE VICE-PRESIDENT. The Executive Vice-President shall
have the duties and powers and perform the executive functions of the President
in the absence or incapacity of the President, and shall have such other powers
and shall perform such other suitable duties as shall be assigned to him by the
directors.

         6.       Article IV, Section 7 of the Company's By-laws be and hereby
is stricken and replaced in full by the following:

         SECTION 7. TREASURER. The Treasurer shall be the chief financial
officer of the Corporation and shall have the custody of the corporate funds and
securities and shall keep full and accurate account of receipts and
disbursements in books belonging to the Corporation. He shall deposit all moneys
and other valuables in the name and to the credit of the Corporation in such
depositaries as may be designated by the Board of Directors.

         The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, or the Chairman and Chief Executive Officer
or President, taking proper vouchers for such disbursements. He shall render to
the Chairman and Chief Executive Officer, President and Board of Directors at
the regular meetings of the Board of Directors, or whenever they may request it,
an account of all his transactions as Treasurer and of the financial condition
of the Corporation.

         7.       Article IV, Section 8 of the Company's By-laws be and hereby
is stricken and replaced in full by the following:

         SECTION 8. SECRETARY. The Secretary shall give, or cause to be given,
notice of all meetings of stockholders and directors, and all other notices
required by law or by these By-Laws, and in case of his absence or refusal or
neglect so to do, any such notice may be given by any person thereunto directed
by the Chairman and Chief Executive Officer or President, or by the directors,
or stockholders, upon whose requisition the meeting is called as provided in
these By-Laws. He shall record all the proceedings of the meetings of the
Corporation and of the directors in a book to be




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kept for that purpose, and shall perform such other suitable duties as may be
assigned to him by the directors, the Chairman and Chief Executive Officer or
President. He shall have the custody of the seal of the Corporation and shall
affix the same to all instruments requiring it, when authorized by the
directors, the Chairman and Chief Executive Officer or President, and attest the
same.

         8.       Article VII, Section 3 of the Company's By-laws be and hereby
is stricken and replaced in full by the following:

         SECTION 3. CERTIFICATES OF STOCK. Certificates of stock, signed by the
Chairman and Chief Executive Officer, or the President or any Vice President,
and the Treasurer or an Assistant Treasurer, or Secretary or an Assistant
Secretary, shall be issued to each stockholder certifying the number of shares
owned by him in the Corporation. When such certificates are countersigned (1) by
a transfer agent other than the Corporation or its employee, or (2) by a
registrar other than the Corporation or its employee, the signatures of such
officers may be facsimiles.









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