Exhibit 4.4
                                                                  EXECUTION COPY

                                     WARRANT
                                     -------


THE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND NO
INTEREST MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE
TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING
SAID SECURITIES, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE
HOLDER OF THE SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH
TRANSACTION IS EXEMPT FROM REGISTRATION OR (C) THE COMPANY OTHERWISE SATISFIES
ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.


No. W-32                                        WARRANT TO PURCHASE
Issued:  January 20, 2004                       $0.01 PAR VALUE COMMON
                                                STOCK

                            Western Goldfields, Inc.

                                    Warrant
                                    -------

     THIS IS TO CERTIFY that, for cash consideration of $100 and other value
received, and subject to these terms and conditions, Hospah Coal Company, a
Delaware corporation, or such other person or entity to which or whom this
Warrant is transferred (the "Holder"), is entitled to exercise this Warrant to
                             ------
purchase 3,140,840 fully paid and nonassessable shares of Western Goldfields,
Inc., an Idaho corporation (the "Company"), $0.01 par value per share common
                                 -------
stock (the "Warrant Stock"), at a price per share of $1.00 (the "Exercise
            -------------                                        --------
Price") (such number of shares, type of security and the Exercise Price being
subject to adjustment as provided below).

1.   Method of Exercise.  This Warrant may be exercised by the Holder, at any
     ------------------
time during the period (the "Exercise Period") that (a) commences on the date
                             ---------------
that is the earlier of (i) the date that is 450 days following the date of this
Warrant; (ii) the effective date of any Reorganization (defined below); and
(iii) the first anniversary of the date of which the registration of this
Warrant, the shares of Warrant Stock issuable upon exercise of this Warrant, and
the shares of Warrant Stock issued by the Company to Holder prior to and on the
date of this Warrant, pursuant to a registration statement filed by the Company
pursuant to the Registration Agreement dated as of the date of this Warrant
between the Company and Holder, becomes effective, and (b) ends on the fifth
anniversary of such date or such earlier date as the Holder shall notify the
Company in writing.  During the Exercise Period the Holder may exercise this
Warrant in whole or in part, by delivering to the Company at 7000 Independence
Parkway, Suite 160 #135, Plano, Texas  75025 (or such other office or agency of
the Company as it may designate by notice in writing to the Holder at the
address of the Holder appearing on the books


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of the Company) (x) this Warrant certificate, (y)  a certified or cashier's
check payable to the Company, or canceled indebtedness of the Company to the
Holder, in the amount of the Exercise Price multiplied by the number of shares
for which this Warrant is being exercised (the "Purchase Price"), and (z) the
                                                --------------
Notice of Cash Exercise attached as Exhibit A duly completed and executed by the
                                    ---------
Holder.  Upon exercise, the Holder shall be entitled to receive from the Company
a stock certificate in proper form representing the number of shares of Warrant
Stock purchased.

2.   Delivery of Stock Certificates; No Fractional Shares
     ----------------------------------------------------

     (a)  Within 3 business days after the payment of the Purchase Price
following the exercise of this Warrant (in whole or in part), the Company at its
expense shall issue in the name of and deliver to the Holder (i) a certificate
or certificates for the number of fully paid and nonassessable shares of Warrant
Stock to which the Holder shall be entitled upon such exercise, and (ii) a new
Warrant of like tenor to purchase up to that number of shares of Warrant Stock,
if any, as to which this Warrant has not been exercised if this Warrant has not
expired.  The Holder shall for all purposes be deemed to have become the holder
of record of such shares of Warrant Stock on the date this Warrant was exercised
(the date the Holder has fully complied with the requirements of Section 1),
irrespective of the date of delivery of the certificate or certificates
representing the Warrant Stock; provided that, if the date such exercise is made
is a date when the stock transfer books of the Company are closed, such person
shall be deemed to have become the holder of record of such shares of Warrant
Stock at the close of business on the next succeeding date on which the stock
transfer books are open.

     (b)  No fractional shares shall be issued upon the exercise of this
Warrant.  In lieu of fractional shares, the Company shall pay the Holder a sum
in cash equal to the fair market value of the fractional shares (as determined
by the Company's Board of Directors) on the date of exercise such fraction
multiplied by the Exercise Price.

3.   Covenants as to Warrant Stock.  The Company covenants that at all times
     -----------------------------
during the Exercise Period there shall be reserved for issuance and delivery
upon exercise of this Warrant such number of shares of Warrant Stock as is
necessary for exercise in full of this Warrant.  All shares of Warrant Stock
issued pursuant to the exercise of this Warrant will, upon their issuance, be
validly issued and outstanding, fully paid and nonassessable, free and clear of
all liens and other encumbrances or restrictions on sale and free and clear of
all preemptive rights, except restrictions arising (a) under federal and state
securities laws, (b) not by or through the Company, or (c) by agreement between
the Company and the Holder or its successors.

4.   Adjustments; Termination of Warrant Upon Certain Events.
     -------------------------------------------------------

     4.1  Effect of Reorganization.  Upon a merger, consolidation, acquisition
          ------------------------
of all or substantially all of the property or stock, liquidation or other
reorganization of the Company (collectively, a "Reorganization") during the
                                                --------------
Exercise Period, as a result of which the share holders of the Company receive
cash, stock or other property in exchange for their shares of Warrant Stock,
lawful provision shall be made so that the Holder shall thereafter be entitled
to receive, upon exercise of this Warrant, the number of shares of securities of
the successor corporation resulting from such Reorganization (and cash and other
property), to which a holder


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<PAGE>
of the Warrant Stock issuable upon exercise of this Warrant would have been
entitled in such Reorganization if this Warrant had been exercised immediately
prior to such Reorganization.  If the per share consideration payable to the
Holder hereof for shares in connection with any such transaction is in a form
other than cash or marketable securities, then the value of such consideration
shall be determined in good faith by the Company's Board of Directors.  In all
such events, appropriate adjustment (as determined in good faith by the
Company's Board of Directors) shall be made in the application of the provisions
of this Warrant with respect to the rights and interest of the Holder after the
Reorganization to the end that the provisions of this Warrant (including
adjustments of the Exercise Price and the number and type of securities
purchasable pursuant to the terms of this Warrant) shall be applicable after
that event, as near as reasonably may be, in relation to any shares deliverable
after that event upon the exercise of this Warrant.

     4.2  Adjustments for Stock Splits, Dividends, Reclassification, etc.  If
          --------------------------------------------------------------
the Company shall issue any shares of the same class as the Warrant Stock as a
stock dividend or subdivide the number of outstanding shares of such class into
a greater number of shares, then, in either such case, the Exercise Price in
effect before such dividend or subdivision shall be proportionately reduced and
the number of shares of Warrant Stock at that time issuable pursuant to the
exercise of this Warrant shall be proportionately increased; and, conversely, if
the Company shall contract the number of outstanding shares of the same class as
the Warrant Stock by combining such shares into a smaller number of shares, then
the Exercise Price in effect before such combination shall be proportionately
increased and the number of shares of Warrant Stock at that time issuable
pursuant to the exercise or conversion of this Warrant shall be proportionately
decreased.  If the Company at any time while this Warrant, or any portion
thereof, remains outstanding and unexpired shall, by reclassification of
securities or otherwise, change any of the securities as to which purchase
rights under this Warrant exist into the same or a different number of
securities of any other class or classes, this Warrant shall thereafter
represent the right to acquire such number and kind of securities as would have
been issuable as the result of such change with respect to the securities which
were subject to the purchase rights under this Warrant immediately prior to such
reclassification or other change and the Exercise Price therefor shall be
appropriately adjusted all subject to further adjustments as provided in Section
4.  Each adjustment in the number of shares of Warrant Stock issuable shall be
to the nearest whole share.

     4.3  Adjustment to Exercise Price for Dilutive Issues.  Subject to the
          ------------------------------------------------
exclusions contained in Section 4.6 below, in case the Company shall at any time
or from to time prior to or during the Exercise Period issue any shares of
Warrant Stock (other than shares issued as a stock dividend or stock split as
provided in Section 4.2) for a consideration per share that is less than the
Exercise Price, then on the date of such issue the Exercise Price shall be
reduced to a price (calculated to the nearest cent) equal to the quotient of (a)
the sum of (i) the per-share consideration received by the Company in such issue
plus (ii) the product of the number of fully diluted shares of equity securities
of the Company outstanding immediately prior to the issuance times the Exercise
Price, divided by (b) the number of fully diluted shares of equity securities of
       ------- --
the Company outstanding immediately after the issuance.  Subject to the
exclusions contained in the case of the issuance of options to purchase or
rights to subscribe for Warrant Stock, securities by their terms convertible
into or exchangeable for Warrant Stock, or options to purchase or


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<PAGE>
rights to subscribe for such convertible or exchangeable securities, the
following provisions shall apply:

          (a)  the aggregate maximum number of shares of Warrant Stock
deliverable upon exercise of such options to purchase or rights to subscribe for
Warrant Stock shall be deemed to have been issued at the time such options or
rights were issued for a consideration equal to the consideration received by
this corporation upon the issuance of such options or rights plus the minimum
purchase price provided in such options or rights for the Warrant Stock covered
thereby, but no further adjustment to the Exercise Price shall be made for the
actual issuance of Warrant Stock upon the exercise of such options or rights in
accordance with their terms;

          (b)  the aggregate maximum number of shares of Warrant Stock
deliverable upon conversion of or in exchange for any such convertible or
exchangeable securities or upon the exercise of options to purchase or rights to
subscribe for such convertible or exchangeable securities and subsequent
conversion or exchange thereof shall be deemed to have been issued at the time
such securities were issued or such options or rights were issued for a
consideration equal to the consideration received by this corporation for any
such securities and related options or rights, plus the additional
consideration, if any, to be received by this corporation upon the conversion or
exchange of such securities or the exercise of any related options or rights,
but no further adjustment to the Exercise Price shall be made for the actual
issuance of Warrant Stock upon the conversion or exchange of such securities in
accordance with their terms;

          (c)  if such options, rights or convertible or exchangeable securities
by their terms provide, with the passage of time or otherwise, for any increase
in the consideration payable to this corporation, or decrease in the number of
shares of Warrant Stock issuable, upon the exercise, conversion or exchange
thereof, the Exercise Price computed upon the original issue thereof, and any
subsequent adjustments based thereon, shall, upon such increase or decrease
becoming effective, be recomputed to reflect such increase or decrease with
respect to such options, rights and securities not already exercised, converted
or exchanged prior to such increase or decrease becoming effective, but no
further adjustment to the Warrant Price shall be made for the actual issuance of
Warrant Stock upon the exercise of any such options or rights or the conversion
or exchange of such securities in accordance with their terms; and

          (d)  upon the expiration of any such options or rights, the
termination of any such rights to convert or exchange or the expiration of any
options or rights related to such convertible or exchangeable securities, the
Exercise Price shall promptly be readjusted to such Exercise Price as would have
been obtained had the adjustment which was made upon the issuance of such
options, rights or securities or options or rights related to such securities
been made upon the basis of the issuance of only the number of shares of Warrant
Stock actually issued upon the exercise of such options or rights, upon the
conversion or exchange of such securities or upon the exercise of the options or
rights related to such securities.

     4.4  Calculation of Consideration.  In the case of an issue of additional
          ----------------------------
shares of Warrant Stock for cash, the consideration received by the Company
shall be deemed to be the net cash proceeds received for such shares.  In the
case of an issue of additional shares of Warrant Stock for noncash
consideration, the Company's Board of Directors shall determine the value of


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<PAGE>
such consideration and such determination, unless shown by the Holder to have
been made other than in good faith, shall be conclusive.

     4.5  Certificate as to Adjustments.  In the case of any adjustment in the
          -----------------------------
Exercise Price or number and type of securities issuable upon exercise of this
Warrant, the Company will promptly give written notice to the Holder in the form
of a certificate, certified and confirmed by an officer of the Company, setting
forth the adjustment in reasonable detail.

     4.6  Exclusions.  Anything  herein  to  the  contrary  notwithstanding, the
          ----------
Company  shall  not  be required to make any adjustment of the Exercise Price in
the case of (a) the issuance or sale of options, or the shares of stock issuable
upon  exercise  of  such  options,  to  purchase  shares of the Warrant Stock to
directors,  officers,  employees or consultants of the Company pursuant to stock
options  or  stock purchase plans or agreements in existence on the date hereof,
whether  "qualified"  for tax purposes or not, pursuant to plans or arrangements
approved  by  the  Board  of Directors or stockholders of the Company or (b) the
issuance  of  Warrant  Stock  pursuant  to  warrants  outstanding as of the date
hereof.  The  issuances  or sales described in the preceding clauses (a) and (b)
shall  be  ignored  for  purposes  of calculating any adjustment to the Exercise
Price.

     4.7  Nominal  Adjustment.  The  Company  shall  not  be required to make an
          -------------------
adjustment  in  the Exercise Price under this Warrant if such adjustment is less
that  $0.01.  However,  the  Company  shall  be required to carry forward on its
books  all  adjustments  that  would have been made but for this Section 4.7 and
shall take such adjustment into account when making subsequent adjustments under
this  Article  4.  All  calculations  under  this Article 4 shall be made to the
nearest  cent.

5.   Securities Laws Restrictions; Legend on Warrant Stock
     -----------------------------------------------------

     (a)  This Warrant and the securities issuable upon exercise have not been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
                                                              --------------
or applicable state securities laws, and no interest may be sold, distributed,
assigned, offered, pledged or otherwise transferred unless (i) there is an
effective registration statement under such Act and applicable state securities
laws covering any such transaction involving said securities, (ii) the Company
receives an opinion of legal counsel for the holder of the securities
satisfactory to the Company stating that such transaction is exempt from
registration, or (iii) the Company otherwise satisfies itself that such
transaction is exempt from registration.  Notwithstanding the foregoing, the
Company will not require the Holder to provide a legal opinion for transfers of
this Warrant or the securities issuable upon exercise hereof if such transfer is
made in full compliance with Rule 144 of the Securities Act.

     (b)  A legend setting forth or referring to the above restrictions shall be
placed on this Warrant, any replacement and any certificate representing the
Warrant Stock, and a stop transfer order shall be placed on the books of the
Company and with any transfer agent until such securities may be legally sold or
otherwise transferred.

6.   Exchange of Warrant; Lost or Damaged Warrant Certificate.  This Warrant is
     --------------------------------------------------------
exchangeable upon its surrender by the Holder at the office of the Company.
Upon receipt by


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<PAGE>
the Company of satisfactory evidence of the loss, theft, destruction or damage
of this Warrant and either (in the case of loss, theft or destruction) delivery
of an indemnity agreement reasonably satisfactory in form and substance to the
Company or (in the case of damage) the surrender of this Warrant for
cancellation, the Company will execute and deliver to the Holder, without
charge, a new Warrant of like denomination.

7.   Notices of Record Date, etc.
     ---------------------------

     In the event of:

     (a)  any taking by the Company of a record of the holders of Warrant Stock
for the purpose of determining the holders who are entitled to receive any
dividend or other distribution, or any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities or
property, or to receive any other right;

     (b)  any Reorganization of the Company, or any reclassification or
recapitalization of the capital stock of the Company;

     (c)  any voluntary or involuntary dissolution, liquidation or winding-up of
the Company;

     (d)  any proposed issue or grant by the Company to the holders of Warrant
Stock of any shares of stock of any class or any other securities, or any right
or warrant to subscribe for, purchase or otherwise acquire any shares of stock
of any class or any other securities; or

     (e)  any other event as to which the Company is required to give notice to
any holders of Warrant Stock,

then and in each such event the Company will mail to the Holder a notice
specifying (i) the date on which any such record is to be taken, (ii) the date
on which any such Reorganization, reclassification, recapitalization,
dissolution, liquidation or winding-up is to take place, and the time, if any is
to be fixed, as to which the holders of record of Warrant Stock or securities
into which the Warrant Stock is convertible shall be entitled to exchange their
shares for securities or other property deliverable on such Reorganization,
reclassification, recapitalization, dissolution, liquidation or winding-up,
(iii) the amount and character of any stock or other securities, or rights or
warrants, proposed to be issued or granted, the date of such proposed issue or
grant and the persons or class of persons to whom such proposed issue or grant
is to be offered or made, and (iv) in reasonable detail, the facts, including
the proposed date, concerning any other such event.  Such notice shall be
delivered to the Holder at least ten days prior to the date on which a record
date shall be selected, and in the case of any such Reorganization,
reclassification, recapitalization, dissolution, liquidation or winding-up, at
least thirty days' prior written notice of the date where the same shall take
place.

8.   Miscellaneous.
     -------------

     8.1  Holder as Owner.  The Company may deem and treat the holder of record
          ---------------
of this Warrant as the absolute owner for all purposes regardless of any notice
to the contrary.


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<PAGE>
     8.2  No Shareholder Rights.  This Warrant shall not entitle the Holder to
          ---------------------
any voting rights or any other rights as a shareholder of the Company or to any
other rights except the rights stated herein; and no dividend or interest shall
be payable or shall accrue in respect of this Warrant or the Warrant Stock,
until this Warrant is exercised.

     8.3  Notices.  Unless otherwise provided, any notice under this Warrant
          -------
shall be given in writing and shall be deemed effectively given (a) upon
personal delivery to the party to be notified, (b) upon confirmation of receipt
by fax by the party to be notified, (c) one business day after deposit with a
reputable overnight courier, prepaid for overnight delivery and addressed as set
forth in (d), or (d) three days after deposit with the United States Post
Office, postage prepaid, registered or certified with return receipt requested
and addressed to the party to be notified at the address indicated below, or at
such other address as such party may designate by twenty days' advance written
notice to the other party given in the foregoing manner.

          If to the Holder:

               To the address last furnished
               in writing to the Company by
               the Holder

          If to the Company:

               Western Goldfields, Inc.
               7000 Independence Parkway
               Suite 160 #135
               Plano, Texas  75025
               (972) 208-0696
               (972) 208-2155

     8.4  Amendments and Waivers.  Any term of this Warrant may be amended and
          ----------------------
the observance of any term may be waived (either generally or in a particular
instance and either retroactively or prospectively) only with the written
consent of the Company and the Holder.  Any amendment or waiver effected in
accordance with this Section 10.4 shall be binding on each future Holder and the
Company.

     8.5  Governing Law; Jurisdiction; Venue.  This Warrant shall be governed by
          ----------------------------------
and construed under the laws of the State of Delaware without regard to
principles of conflict of laws.  The parties irrevocably consent to the
exclusive jurisdiction and venue of the state and federal courts located in the
City and County of Denver, Colorado, in connection with any action relating to
this Warrant.

     8.6  Successors and Assigns.  The terms and conditions of this Warrant
          ----------------------
shall inure to the benefit of and be binding on the respective successors and
assigns of the parties.

                            [SIGNATURE PAGE FOLLOWS.]


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<PAGE>
                                                                     Exhibit 4.4
                                                                  EXECUTION COPY

     IN  WITNESS  WHEREOF,  the Company has executed this Warrant as of the date
first  written  above.

                                         Western Goldfields, Inc.


                                         By:  /s/ John P. Ryan
                                            ------------------------------------
                                         Name:  John P. Ryan
                                         Title: Chief Financial Officer


<PAGE>
                                                                     Exhibit 4.4
                                                                  EXECUTION COPY

                             NOTICE OF CASH EXERCISE


To :  Western Goldfields, Inc.

The undersigned hereby irrevocably elects to purchase [________] shares of $0.01
per  share  par  value  common stock of Western Goldfields, Inc. (the "Company")
                                                                       -------
issuable  upon  the  exercise  of  the  attached  Warrant  and  requests  that
certificates  for  such  shares  be  issued  in the name of and delivered to the
address  of  the undersigned, at the address stated below and, if said number of
shares  shall  not  be  all  the  shares  that  may be purchased pursuant to the
attached  Warrant,  that  a  new  Warrant  evidencing  the right to purchase the
balance  of  such  shares  be  registered  in the name of, and delivered to, the
undersigned  at  the  address  stated  below.  The  undersigned  agrees with and
represents  to  the  Company that said shares of the common stock of the Company
are  acquired  for  the account of the undersigned for investment and not with a
view  to,  or  for  sale in connection with, any distribution or public offering
within  the  meaning  of the Securities Act of 1933, as amended (the "Securities
                                                                      ----------
Act").  In  addition, the undersigned represents that he, she or it (as the case
---
may  be)  is  an "accredited investor" as such term is defined in Rule 501(a) of
the  Securities  Act.

[PAYMENT ENCLOSED IN THE AMOUNT OF $___________.]
[COMPANY DEBT CANCELED IN THE AMOUNT OF $__________.]

Dated:
       -------------------

Name of Holder of Warrant:
                          ------------------------------------------------------
                                                (please print)

Address:
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Signature:
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