Form of certificate of the Company common stock



 EXHIBIT 4.1 
 FORM OF CERTIFICATE 
  
  

					
	[GRAPHIC OMITTED]	  	[FOUNDATION COAL HOLDINGS, INC. LOGO]	  	[GRAPHIC OMITTED]
			
	NUMBER	  		  	SHARES
			
	FCL	  		  	
			
	COMMON STOCK	  		  	COMMON STOCK
			
		  	FOUNDATION COAL HOLDINGS, INC.	  	
		  	INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE	  	CUSIP 35039W 10 0
		  	See reverse side for certain definitions

  
 This certifies that: 
  
  
  
 is the owner of 
  
 FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.01 PAR VALUE PER 
 SHARE, OF 
 ------------------------------------    FOUNDATION COAL HOLDINGS, INC.    ------------------------------------ 
 transferable on the books of the Corporation by said owner in person or by his duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate and the shares represented hereby are issued and shall be held subject to the provisions of the Certificate of Incorporation and the Bylaws of the Corporation, as amended, copies of which are on file at the office of the
Transfer Agent of the Corporation, and to which reference is hereby expressly made and to all of which the holder hereof by acceptance of this certificate hereby assents. This certificate is not valid until countersigned by the Transfer Agent and
registered by the Registrar. 







 Witness the facsimile of the Corporation’s seal and the facsimile signatures of its duly authorized
officers. 
  

							
	Dated:	 		 		 	
				
	/s/  Greg A. Walker	 	 [GRAPHIC OMITTED]
 FOUNDATION COAL HOLDINGS, INC.
	 	/s/  Kurt D. Kost	 	 
	SECRETARY	 	CORPORATE	 	PRESIDENT AND CHIEF	 	
		 	SEAL	 	OPERATING OFFICER	 	
		 	2004	 		 	
		 	DELAWARE	 		 	

  

			
	COUNTERSIGNED AND REGISTERED
	 THE BANK OF NEW YORK

	TRANSFER AGENT AND REGISTRAR
		
	BY	 	
		
		 	AUTHORIZED SIGNATURE

 The following abbreviations, when used in the inscription on the face of this certificate, shall
be construed as though they were written out in full according to applicable laws or regulations: 
  

											
	 TEN COM
	 	 –
	 	as tenants in common	  		  	UNIF GIFT MIN ACT  –	 	____________ Custodian ____________
	 TEN EST
	 	 –
	 	as tenants by the entireties	  		  		 	        (Cust)                               
 (Minor)
	 JT TEN
	 	 –
	 	 as joint tenants with right of
	  		  		 	under Uniform Gifts to Minors
		 		 	survivorship and not as tenants	  		  		 	    Act ______________________
		 		 	in common	  		  		 	(State)
						
		 		 		  		  	UNIF GIFT MIN ACT  –	 	____________ Custodian ____________
		 		 		  		  		 	        (Cust)                               
 (Minor)
		 		 		  		  		 	under Uniform Transfers to Minors
		 		 		  		  		 	    Act ______________________
		 		 		  		  		 	(State)








 Additional abbreviations may also be used though not in the above list. 
 For value received, ____________________________ hereby sell, assign and transfer unto 
  

	
	PLEASE INSERT SOCIAL SECURITY OR
	OTHER IDENTIFYING NUMBER OF ASSIGNEE
	
	  
	
	  

 ___________________________________________________________________________________________________________

 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE) 
 ___________________________________________________________________________________________________________ 
 ___________________________________________________________________________________________________________ 
 _____________________________________________________________________________________________________ shares 
 of the common stock represented
by the within Certificate, and do hereby irrevocably constitute and appoint ____________________ 
 ___________________________________________________________________________________________________ Attorney 
 to transfer the said stock on
the books of the within named Corporation with full power of substitution in the premises. 
 Dated ___________________________________ 








			
		
		 	  

	NOTICE:	 	THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
		
		 	  

	SIGNATURE(S) GUARANTEED:	 	THE SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-16

 KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE
A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.