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                                                                     Exhibit 3.2



                           SECOND AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                             ANKER COAL GROUP, INC.

                            (A DELAWARE CORPORATION)

                                    ARTICLE I

                                     OFFICES

         Section 1. REGISTERED OFFICE. The registered office shall be
established and maintained at 1209 Orange Street, in the City of Wilmington,
County of New Castle, Delaware. The Corporation Trust Company shall be the
registered agent of this corporation in charge thereof.

         Section 2. OTHER OFFICES. The Corporation may have other offices,
either within or without the State of Delaware, at such place or places as the
Board of Directors may from time to time determine or the business of the
Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         Section 1. ANNUAL MEETINGS. Annual meetings of stockholders for the
election of directors and for such other business as may be stated in the notice
of the meeting shall be held at such place, either within or without the State
of Delaware, and at such time and date as the Board of Directors, by resolution,
shall determine and as set forth in the notice of the meeting.

         Section 2. OTHER MEETINGS. Meetings of stockholders for any purpose
other than the election of directors may be held at such time and place, within
or without the State of Delaware, as shall be stated in the notice of the
meeting.

         Section 3. VOTING. Each stockholder entitled to vote in accordance with
the terms of the Certificate of Incorporation and in accordance with the
provisions of these By-Laws shall be entitled to one vote, in person or by
proxy, for each share of stock entitled to vote held by such stockholder. For
each fraction of a share held by each stockholder entitled to vote, such
stockholder will be entitled to the corresponding fraction of a vote. Upon the
demand of any stockholder, the vote for directors, and the vote upon any
question before the meeting, shall be by ballot. All elections for directors
shall be decided by plurality vote and all other questions shall be decided by
majority vote except as otherwise provided elsewhere in these By-Laws, in the
Certificate of Incorporation or the laws of the State of Delaware.






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         A complete list of the stockholders entitled to vote at the ensuing
election, arranged in alphabetical order, with the address of each, and the
number of shares held by each, shall be opened to the examination of any
stockholder for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

         Section 4. QUORUM. Except as otherwise required by law, the presence,
in person or by proxy, of stockholders holding a majority of the stock of the
Corporation entitled to vote shall constitute a quorum at all meetings of the
stockholders. In case a quorum shall not be present at any meeting, a majority
in interest of the stockholders entitled to vote thereat, present in person or
by proxy, shall have the power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until the requisite amount of
stock entitled to vote shall be present. At such adjourned meeting at which the
requisite amount of stock entitled to vote shall be represented, any business
may be transacted which might have been transacted at the meeting as originally
noticed; but only those stockholders entitled to vote at the meeting as
originally noticed shall be entitled to vote at any adjournment or adjournments
thereof.

         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 shares of stock of the Corporation
entitled to vote.

         Section 6. NOTICE OF MEETINGS. Written notice, stating the place, date
and time of the meeting, and the general nature of the business to be
considered, shall be given to each stockholder entitled to vote thereat at his
address as it appears on the records of the Corporation, not less than ten nor
more than sixty days before the date of the meeting. No business other than that
stated in the notice shall be transacted at any meeting without the unanimous
consent of all the stockholders entitled to vote thereat.

         Section 7. ACTION WITHOUT MEETING. Any action required to be taken at
any annual or special meeting of stockholders, or any action which may be taken
at any annual or special meeting, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing.


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                                   ARTICLE III

                                    DIRECTORS

         Section 1. NUMBER AND TERM. The number of directors shall be five. The
directors shall be nominated and elected at the annual meeting of the
stockholders and each director shall be elected to serve until his successor
shall be elected and qualified. Directors need not be stockholders.

         Section 2. REMOVAL. Any director or directors may be removed either for
or without cause at any time by the affirmative vote of the holders of a
majority of all the shares of stock outstanding and entitled to vote, at a
special meeting of the stockholders called for the purpose, and the vacancies
thus created may be filled, at the meeting held for the purpose of removal, by
the affirmative vote of a majority of the stockholders entitled to vote.

         Section 3. POWERS. The Board of Directors shall exercise all of the
powers of the Corporation except such as are by law, by the Certificate of
Incorporation of the Corporation, or by these By-Laws conferred upon or reserved
to one or more of the stockholders or their designees.

         Section 4. COMMITTEES.

         (a) The Board of Directors shall establish an Audit Committee
consisting of two directors (other than any director who is an officer of the
Corporation) appointed by a majority of the Board of Directors. The Board of
Directors may also designate one or more directors as alternate members of the
Audit Committee, who may replace any absent or disqualified member at any
meeting of the Audit Committee. The Audit Committee shall have the following
duties and responsibilities:

                  (i) To meet with the Corporation's independent accountants,
the chief financial officer of the Corporation and any other executives of the
Corporation as the Audit Committee deems appropriate to review:

                  (A)      the scope of the audit plan;

                  (B)      the Corporation's financial statements;

                  (C)      the results of external and internal audits;

                  (D)      the effectiveness of the Corporation's system of
                           internal controls; and

                  (E)      any limitations imposed by personnel of the
                           Corporation on the independent public accountants.

                  (ii) To consult with the Corporation's independent accountants
out of the presence of the chief financial officer of the Corporation in order
to establish direct communication between such accountants and the Board of
Directors.



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         (b) The Board of Directors may establish an Executive Committee
consisting of such number of Directors as determined by the majority vote of the
full Board of Directors, to hold office during the pleasure of the Board. The
members of the Executive Committee shall be appointed by the majority vote of
the full Board of Directors. The Executive Committee shall have general
supervision and direction of the affairs and business of the Corporation between
meetings of the Board, except as limited by law or resolution of the Board, and
may take action thereon with like authority and effect as if such action were
taken by the Board of Directors. The Executive Committee shall keep a record of
its meetings and actions, which shall be verified by the signature of its
Chairman and Secretary, and shall be subject to examination at any time by any
member of the Board. The members of the Executive Committee may be removed by
the unanimous vote of the full Board of Directors.

         (c) The Board of Directors may establish standing committees or special
committees which shall have such duties, responsibilities and authority, and
shall continue in existence for such period of time, as may be determined by the
Board of Directors. The Board of Directors shall appoint the members of any
standing or special committee, and shall designate a chairman, and may designate
a vice chairman and secretary for each committee. At least one member of each
committee shall be a Director, but other committee members need not be
Directors.

         (d) No Director shall receive additional compensation for serving on a
committee of the Board of Directors.

         Section 5. MEETINGS. The newly-elected directors shall hold their first
meeting for the purpose of organization and the transaction of business, if a
quorum be present, immediately after the annual meeting of the stockholders; or
the time and place of such meeting may be fixed by consent in writing of all the
directors.

         Regular meetings of the directors may be held with at least five days'
notice to each director at such places and times as shall be determined from
time to time by resolution of the directors.

         Special meetings of the Board shall be called by an officer of the
Corporation on the written request of any two directors on at least five days'
notice to each director and shall be held at such place or places as may be
determined by the directors, or as shall be stated in the call of the meeting.

         Notice of any meetings of the Board of Directors shall specify the
time, date and place of the meeting and the purpose or purposes for which the
meeting is called, and shall be given to each director.

         Section 6. QUORUM. Except as provided below, a majority of the full
Board of Directors shall constitute a quorum for the transaction of business.
The affirmative vote of a majority of the directors present at such meeting will
constitute a decision of the Board of Directors. If at any meeting of the Board
of Directors there shall be less than a quorum present, a majority of those
present may adjourn the meeting from time to time until a quorum is obtained,
and no further notice thereof need be given other than by announcement at the
meeting which shall be so adjourned.


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         Section 7. COMPENSATION. The Board of Directors shall have the
authority to fix the compensation of directors. Directors shall be entitled to
be reimbursed for the reasonable out-of-pocket expenses of attending meeting of
the Board of Directors. Nothing herein contained shall be construed to preclude
any director from serving the Corporation in any other capacity as an officer,
agent or otherwise, and receiving compensation therefor.

         Section 8. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof,
may be taken without a meeting, if a written consent thereto is signed by all
members of the Board of Directors, or of such committee, as the case may be, and
such written consent is filed with the minutes of proceedings of the Board of
Directors or committee.

         Section 9. PARTICIPATION BY CONFERENCE TELEPHONE. Members of the Board
of Directors of the Corporation, or any committee designated by such Board, may
participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
shall constitute presence in person at such meeting.

                                   ARTICLE IV

                                    OFFICERS

         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.

         Section 2. OTHER OFFICERS AND AGENTS. The Board of Directors may
appoint such other officers and agents as it may deem advisable, who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board of Directors.

         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



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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.

         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.

         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.

         Section 6. VICE PRESIDENTS. Each Vice-President, if any, shall have
such powers and shall perform such suitable duties as shall be assigned to him
by the directors.

         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.

         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 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 the 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 and the President, and attest the same.

         Section 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. Assistant
Treasurers and Assistant Secretaries, if any, shall be elected and shall have
such powers and shall perform such suitable duties as shall be assigned to them,
respectively, by the directors.




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                                    ARTICLE V

                                  MISCELLANEOUS

         Section 1. RESIGNATIONS. Any director, member of a committee or
corporate officer may, provided the same would not result in a breach of any
contract to which said person is a party, resign at any time. Such resignation
shall be made in writing, and shall take effect at the time specified therein,
and if no time be specified, at the time of its receipt by the President or
Secretary. The acceptance of a resignation shall not be necessary to make it
effective.

         Section 2. VACANCIES. If the office of any director becomes vacant, by
reason of death, disability or otherwise, the vacancy may be filled by the
affirmative vote of a majority in interest of the stockholders entitled to vote
or by the affirmative vote of a majority of the remaining directors. If the
office of any corporate officer becomes vacant, by reason of death, disability
or otherwise, the Board of Directors may appoint any qualified person to fill
such vacancy, who shall hold office for the unexpired term and until his
successor shall be duly chosen.

         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.

         Section 4. LOST CERTIFICATES. A new certificate of stock may be issued
in the place of any certificate theretofore issued by the Corporation, alleged
to have been lost or destroyed, and the directors may, in their discretion,
require the owner of the lost or destroyed certificate, or his legal
representatives, to give the Corporation a bond, in such sum as they may direct,
not exceeding double the value of the stock represented by such certificate, to
indemnify the Corporation against any claim that may be made against it on
account of the alleged loss of any such certificate, or the issuance of any such
new certificate.

         Section 5. TRANSFER OF SHARES. The shares of stock of the Corporation
shall be transferable only upon the books of the Corporation by the holders
thereof in person or by their duly authorized attorneys or legal
representatives, and upon such transfer the old certificates shall be
surrendered to the Corporation by the delivery thereof to the person in charge
of the stock transfer books and ledgers, or to such other person as the
directors may designate, by whom they shall be canceled, and new certificates
shall thereupon be issued. A record shall be made of each transfer and whenever
a transfer shall be made for collateral security, and not absolutely, it shall
be so expressed in the entry of the transfer.

         Section 6. STOCKHOLDERS RECORD DATE. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for



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the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

         Section 7. DIVIDENDS. Subject to the provisions of the Certificate of
Incorporation, the Board of Directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the capital
stock of the Corporation as and when they deem expedient. Before declaring any
dividend there may be set apart out of any funds of the Corporation available
for dividends, such sum or sums as the directors from time to time in their
discretion deem proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
directors shall deem conducive to the interests of the Corporation.

         Section 8. SEAL. The corporate seal shall be circular in form and shall
contain the name of the Corporation, the year of its creation and the words
"CORPORATE SEAL DELAWARE." Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or otherwise reproduced.

         Section 9. FISCAL YEAR. The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors. In the absence of such
determination, the fiscal year shall be the calendar year.

         Section 10. CHECKS. All checks, drafts or other orders for the payment
of money, notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed by such officer or officers, agent or agents of the
Corporation, and in such manner as shall be determined from time to time by
resolution of the Board of Directors.

         Section 11. NOTICE AND WAIVER OF NOTICE. Whenever any notice is
required by these By-Laws to be given, personal notice is not meant unless
expressly so stated, and any notice so required shall be deemed to be sufficient
if given by depositing the same in the United States mail, postage prepaid,
addressed to the person entitled thereto at his address as it appears on the
records of the Corporation, and such notice shall be deemed to have been given
on the day of such mailing. Stockholders not entitled to vote shall not be
entitled to receive notice of any meetings except as otherwise provided by
statute.

         Whenever any notice whatever is required to be given under the
provisions of any law, or under the provisions of the Certificate of
Incorporation of the Corporation or these By-Laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.

                                   ARTICLE VI

                                 INDEMNIFICATION

         Except as provided in any valid written agreement among all of the
stockholders of the Corporation or among such stockholders and the Corporation,
to the fullest extent permitted by



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law, the Corporation shall indemnify each person, and his heirs, distributees,
next of kin, successors, appointees, executors, administrators, legal
representatives and assigns, who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason of the fact
that he is or was a director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, domestic or foreign, against expenses, attorneys' fees, court
costs, judgments, fines, amounts paid in settlement and other losses actually
and reasonably incurred by him in connection with such action, suit or
proceeding and shall advance expenses (including attorney's fees) incurred by an
officer or director in defending such civil, criminal, administrative or
investigative action, suit or proceeding of the fullest extent authorized or
permitted by the laws of the State of Delaware upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized by Section 145 of the Delaware General Corporation
Law.

                                   ARTICLE VII

                                   AMENDMENTS

         These By-Laws amend and restate in their entirety the previous By-Laws
of the Company. These By-Laws may be altered or repealed and new By-Laws may be
made at any annual meeting of the stockholders or at any special meeting thereof
by the affirmative vote of the holders of a majority of the stock issued and
outstanding and entitled to vote thereat, or by the affirmative vote of a
majority of the Board of Directors, at any regular meeting of the Board of
Directors, or at any special meeting of the Board of Directors.