UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 (Amendment No. 2)
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from
 _____ 

to
 _____
 Commission File No. 001-11155
 WESTMORELAND COAL COMPANY
 (Exact name of registrant as specified in its charter)
 Delaware(State or other jurisdiction of 
incorporation or organization)
    
    23-1128670(I.R.S. Employer Identification No.)2 North Cascade Avenue, 2nd Floor 
Colorado Springs, CO
(Address of principal executive offices)
    
    80903(Zip Code)
 Registrants telephone number, including area code:
(719) 442-2600
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Exchange on Which RegisteredCommon Stock, par value $2.50 per share
    
    NYSE AmexDepositary Shares, each representing 
one-quarter of a share of Series A Convertible 
Exchangeable Preferred StockPreferred Stock Purchase Rights
 Securities registered pursuant to Section 12(g) of the Act:
   o þ
  o þ
  þ o
  o
  Large accelerated filer
    
    o
    
    Accelerated filer
    
    þNon-accelerated filer
    
    o
    
    Smaller reporting company
    
    o(Do not check if a smaller reporting company.)
  o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



Explanatory Note




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##### 



ITEM 9CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. This item is not applicable. ITEM 9ACONTROLS AND PROCEDURES. (a) Managements Report on Internal Control over Financial Reporting
  
    
    pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of our
assets;
    
    provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that our receipts
and expenditures are being made only in accordance with authorizations
of our management and our board of directors; and
    
    provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of our assets that
could have a material effect on our financial statements.
 Internal Control  Integrated Framework
  (b) Changes in Internal Control over Financial Reporting Management has evaluated, with the participation of the Chief Executive Officer and Chief Financial Officer,
whether any changes in our internal control over financial reporting that occurred during our last fiscal quarter have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 
Based on the evaluation we conducted, management has concluded that no such changes have occurred. (c) Report of Independent Registered Public Accounting Firm The Board of Directors and Shareholders

Westmoreland Coal Company: We have audited Westmoreland Coal Companys internal control over financial reporting as of December 31, 2008,
based on criteria established in Internal ControlIntegrated Frameworkissued by the Committee of Sponsoring
Organizations of the Treadway Commission.. The Companys management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying Managements Report on Internal Control over Financial Reporting (Item 9A(a)).
Our responsibility is to express an opinion on the Companys internal control over financial reporting based on our
audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all material respects. Our audit included
obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed
risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion. A companys internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with U.S. generally accepted accounting principles. A companys internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
U.S. generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that
could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate. In our opinion, the Company has maintained effective internal control over financial reporting as of December 31,
2008, based on the criteria established in Internal ControlIntegrated Frameworkissued by the Committee of Sponsoring
Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the consolidated balance sheets of the Company as of December 31, 2008 and 2007, and the related consolidated
statements of operations, shareholders deficit and comprehensive loss, and cash flows for each of the years in the
three-year period ended December 31, 2008 and our report dated March 28, 2008 expressed an unqualified opinion on those
financial statements. KPMG LLP Denver, Colorado

March 13, 2009 (d) Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this Annual Report, management performed, with the participation of the
Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), an evaluation of the effectiveness of the
companys disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act
of 1934 (the Exchange Act). In designing and evaluating the disclosure controls and procedures, management recognized
that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives. Based upon that evaluation, the CEO and the CFO concluded that, as of
December 31, 2008, our disclosure controls and procedures were effective to provide reasonable assurance that
information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within
the time periods specified by the SEC, and that such information is accumulated and communicated to management,
including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. ITEM 9BOTHER INFORMATION. None.




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##### 



SIGNATURES
  WESTMORELAND COAL COMPANYDate: September 17, 2009
    /s/ Keith E. AlessiName:
    Keith E. AlessiTitle:
    Chief Executive Officer and President
(A Duly Authorized Officer)




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##### 



EXHIBIT INDEX
 Incorporated by ReferenceExhibit
    
    
    
    
    
    File
    
    
    
    
    
    
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    Number
    
    Exhibit
    
    Filing Date
    
    Herewith3.1
    
    Restated Certificate of
Incorporation
    
    S-1
    
    333-117709
    
    
    3.1
    
    
    7/28/20043.2
    
    Certificate of Correction
to the Restated
Certificate of
Incorporation
    
    8-K
    
    001-11155
    
    
    3.1
    
    
    10/21/20043.3
    
    Certificate of Amendment
to the Restated
Certificate of
Incorporation
    
    8-K
    
    001-11155
    
    
    3.1
    
    
    9/07/20073.4
    
    Certificate of Amendment
to the Restated
Certificate of
Incorporation
    
    8-K
    
    001-11155
    
    
    3.2
    
    
    9/07/20073.5
    
    Amended and Restated Bylaws
    
    8-K
    
    001-11155
    
    
    3.1
    
    
    4/11/20084.1
    
    Certificate of Designation
of Series A Convertible
Exchangeable Preferred
Stock
    
    10-K
    
    001-11155
    
    
    3
    (a)
    
    3/15/19934.2
    
    Indenture between
Westmoreland Coal Company
(WCC) and Fidelity Bank
National Association
relating to the Exchange
Debentures
    
    S-1
    
    333-117709
    
    
    4.2
    
    
    7/28/20044.3
    
    Form of Exchange Debenture
    
    S-1
    
    333-117709
    
    
    4.3
    
    
    7/28/20044.4
    
    Deposit Agreement among
WCC, First Chicago Trust
Company of New York and
the Holders
    
    S-1
    
    333-117709
    
    
    4.4
    
    
    7/28/20044.5
    
    Common Stock certificate
    
    S-2
    
    33-1950
    
    
    4
    (c)
    
    12/04/19854.6
    
    Preferred Stock certificate
    
    S-2
    
    33-47872
    
    
    4.6
    
    
    5/13/19924.7
    
    Form of Depository Receipt
    
    S-1
    
    333-117709
    
    
    4.5
    
    
    7/28/20044.8
    
    Amended and Restated
Rights Agreement, dated
February 7, 2003, between
WCC and EquiServe Trust
Company, N.A.
    
    8-K
    
    001-11155
    
    
    4.1
    
    
    02/07/20034.9
    
    First Amendment to Amended
and Restated Rights
Agreement dated May 2,
2007, between WCC and
Computershare Trust
Company
    
    8-A
    
    001-11155
    
    
    (l
    )
    
    05/04/20074.10
    
    Second Amendment to
Amended and Restated
Rights Agreement dated
March 4, 2008, between WCC
and Computershare Trust
Company
    
    8-A
    
    001-11155
    
    
    (l
    )
    
    03/06/20084.11
    
    Warrant dated August 20,
2007, in favor of SOF
Investments, L.P.
    
    10-K
    
    001-11155
    
    
    4.11
    
    
    03/31/2008Other debt instruments are omitted in accordance with Item 601(b)(4)(iii)(A) of Regulation S-K. Copies of
such agreements will be furnished to the Securities and Exchange Commission upon request.10.1*
    
    1995 Long-Term Incentive
Stock Plan
    
    Sch. 14A
    
    001-11155
    
    App. 3
    
    04/28/199510.2*
    
    2000 Nonemployee
Directors Stock Incentive
Plan
    
    10-K
    
    001-11155
    
    
    10
    (j)
    
    03/05/200110.3*
    
    First Amendment to 2000
Nonemployee Directors
Stock Incentive Plan
    
    10-Q
    
    001-11155
    
    
    10.2
    
    
    08/14/200310.4*
    
    2000 Long-Term Incentive
Stock Plan
    
    Sch. 14A
    
    001-11155
    
    Annex A
    
    04/20/200010.5*
    
    Amended and Restated 2000
Performance Unit Plan
    
    10-K
    
    001-11155
    
    
    10.5
    
    
    03/13/200910.6*
    
    2002 Long-Term Incentive
Stock Plan
    
    Sch. 14A
    
    001-11155
    
    Annex A
    
    04/23/2002




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##### 



Incorporated by ReferenceExhibit
    
    
    
    
    
    File
    
    
    
    
    
    
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    Number
    
    Exhibit
    
    Filing Date
    
    Herewith10.7*
    
    Amended and Restated 2007
Equity Incentive Plan for
Employees and Non-Employee
Directors (2007 EIP)
    
    10-K
    
    001-11155
    
    
    10.7
    
    
    03/13/200910.8*
    
    Form of Incentive Stock
Option Agreement under the
2007 EIP
    
    10-Q
    
    001-11155
    
    
    10.1
    
    
    05/09/200810.9*
    
    Form of Nonstatutory Stock
Option Agreement for
directors under the 2007
EIP
    
    10-Q
    
    001-11155
    
    
    10.2
    
    
    05/09/200810.10*
    
    Form of Nonstatutory Stock
Option Agreement for
persons other than
directors under the 2007
EIP
    
    10-Q
    
    001-11155
    
    
    10.3
    
    
    05/09/200810.11*
    
    Form of Restricted Stock
Agreement for directors
with time-based vesting
under the 2007 EIP
    
    10-K
    
    001-11155
    
    
    10.11
    
    
    03/13/200910.12*
    
    Form of Restricted Stock
Agreement for directors
under the 2007 EIP
    
    10-K
    
    001-11155
    
    
    10.12
    
    
    03/13/200910.13*
    
    Form of Restricted Stock
Agreement for employees
under the 2007 EIP
    
    10-K
    
    001-11155
    
    
    10.13
    
    
    03/13/200910.14*
    
    Severance Policy dated
January 1, 2009
    
    10-K
    
    001-11155
    
    
    10.14
    
    
    03/13/200910.15
    
    Amended Coal Mining Lease
between Westmoreland
Resources, Inc. (WRI)
and Crow Tribe dated
November 26, 1974, as
amended in 1982
    
    10-Q
    
    0-752
    
    
    10
    (a)
    
    05/15/199210.16
    
    Amendment to Amended Coal
Mining Lease between the
Crow Tribe and WRI dated
December 2, 1994
    
    10-K
    
    001-11155
    
    
    10.16
    
    
    03/13/200910.17
    
    Exploration and Option to
Lease Agreement between
the Crow Tribe and WRI
dated February 13, 2004
(Confidential materials
omitted and filed
separately with the SEC.
Confidential treatment
requested.)
    
    10-K/A
    
    001-11155
    
    
    10.17
    
    
    05/08/200910.18
    
    Master Agreement dated
January 4, 1999, between
WCC, WRI, Westmoreland
Energy, Inc., Westmoreland
Terminal Company, and
Westmoreland Coal Sales
Company, the UMWA 1992
Benefit Plan and its
Trustees, the UMWA
Combined Benefit Fund and
its Trustees, the UMWA
1974 Pension Trust and its
Trustees, the United Mine
Workers of America, and
the Official Committee of
Equity Security Holders
    
    8-K
    
    001-11155
    
    
    99.2
    
    
    02/04/199910.19
    
    Amended and Restated Coal
Supply Agreement dated
August 24, 1998, among The
Montana Power Company, et
al and Western Energy
Company
    
    10-Q/A
    
    001-11155
    
    
    10.1
    
    
    07/25/200710.20
    
    Coal Transportation
Agreement dated July 10,
1981, among the Montana
Power Company, et al and
Western Energy Company
    
    10-Q/A
    
    001-11155
    
    
    10.2
    
    
    07/25/2007




---



##### 



Incorporated by ReferenceExhibit
    
    
    
    
    
    File
    
    
    
    
    
    
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    Number
    
    Exhibit
    
    Filing Date
    
    Herewith10.21
    
    Amendment No. 1 to
the Coal
Transportation
Agreement dated
September 14, 1987,
among The Montana
Power Company, et
al and Western
Energy Company
    
    10-Q/A
    
    001-11155
    
    
    10.3
    
    
    07/25/200710.22
    
    Amendment No. 2 to
the Coal
Transportation
Agreement dated
August 24, 1998,
among The Montana
Power Company, et
al and Western
Energy Company
    
    10-Q/A
    
    001-11155
    
    
    10.4
    
    
    07/25/200710.23
    
    Third Amendment and
Restatement of the
Power Purchase and
Operating Agreement
between
Westmoreland-LG&E
Partners and
Virginia Electric
and Power Company
for ROVA I
    
    10-Q
    
    001-11155
    
    
    10.2
    
    
    11/06/200610.24
    
    Second Amendment
and Restatement of
the Power Purchase
and Operating
Agreement between
Westmoreland-LG&E
Partners and
Virginia Electric
and Power Company
for ROVA II
    
    10-Q
    
    001-11155
    
    
    10.3
    
    
    11/06/200610.25
    
    Amended and
Restated Lignite
Supply Agreement
dated September 28,
2007, between NRG
Texas Power LLC and
Texas Westmoreland
Coal Co.
    
    10-Q
    
    001-11155
    
    
    10.1
    
    
    03/17/200810.26
    
    First Amendment to
Amended and
Restated Lignite
Supply Agreement
dated June 26,
2008, between Texas
Westmoreland Coal
Co. and NRG Texas
Power LLC
    
    8-K
    
    001-11155
    
    
    10.9
    
    
    06/26/200810.27
    
    Guaranty Agreement
dated September 28,
2007, by WCC for
the benefit of NRG
Texas Power LLC
    
    10-K
    
    001-11155
    
    
    10.43
    
    
    03/31/200810.28
    
    Business Loan
Agreement dated
October 29, 2007,
between WRI and
First Interstate
Bank
    
    8-K
    
    001-11155
    
    
    10.1
    
    
    11/02/200710.29
    
    Amendment to
Business Loan
Agreement and
Commercial Security
Agreement dated
October 16, 2008,
between First
Interstate Bank and
WRI
    
    8-K
    
    001-11155
    
    
    10.5
    
    
    10/21/200810.30
    
    Amendment No. 2 to
Business Loan
Agreement dated
November 20, 2008,
between First
Interstate Bank,
WCC and WRI
    
    8-K
    
    001-11155
    
    
    10.1
    
    
    11/24/200810.31
    
    Change in Terms
Agreement dated
November 20, 2008,
between WRI and
First Interstate
Bank
    
    8-K
    
    001-11155
    
    
    10.2
    
    
    11/24/200810.32
    
    Second Amended and
Restated Loan
Agreement, dated
February 11, 2008,
among Westmoreland
Partners and
Prudential
    
    10-K
    
    001-11155
    
    
    10.45
    
    
    03/31/200810.33
    
    Second Amended and
Restated Assignment
and Security
Agreement, dated
February 11, 2008,
between
Westmoreland
Partners and
Prudential
    
    10-K
    
    001-11155
    
    
    10.46
    
    
    03/31/2008




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##### 



Incorporated by ReferenceExhibit
    
    
    
    
    
    File
    
    
    
    
    
    
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    Number
    
    Exhibit
    
    Filing Date
    
    Herewith10.34
    
    Third Amended and
Restated General
Partner Security
and Limited
Guaranty Agreement,
dated Feb. 11,
2008, among
Westmoreland-Roanoke
Valley, L.P.,
Westmoreland-North
Carolina Power, LLC
and Prudential
    
    10-K
    
    001-11155
    
    
    10.47
    
    
    03/31/200810.35
    
    Senior Secured
Convertible Note
Purchase Agreement
dated March 4, 2008
among WCC and
various Tontine
entities
    
    8-K
    
    001-11155
    
    
    10.1
    
    
    03/06/200810.36
    
    Registration Rights
Agreement dated
March 4, 2008,
among WCC and
various Tontine
entities
    
    8-K
    
    001-11155
    
    
    10.2
    
    
    03/06/200810.37
    
    Guaranty dated
March 4, 2008, from
WRI in favor of
Tontine Partners,
LP and Tontine
Capital Partners,
LP
    
    8-K
    
    001-11155
    
    
    10.3
    
    
    03/06/200810.38
    
    Security Agreement
dated March 4,
2008, between WRI
and Tontine Capital
Associates, LP
    
    8-K
    
    001-11155
    
    
    10.4
    
    
    03/06/200810.39
    
    Pledge Agreement
dated March 4,
2008, among WCC,
WRI and Tontine
Capital Associates,
LP
    
    8-K
    
    001-11155
    
    
    10.5
    
    
    03/06/200810.40
    
    Note Purchase
Agreement dated
June 26, 2008 among
Westmoreland Mining
LLC (WML),
various of its
subsidiaries and
institutional
investors
    
    8-K
    
    001-11155
    
    
    10.1
    
    
    06/26/200810.41
    
    Continuing
Agreement of
Guaranty and
Suretyship dated
June 26, 2008 from
various WML
subsidiaries for
the benefit of the
noteholders
    
    8-K
    
    001-11155
    
    
    10.2
    
    
    06/26/200810.42
    
    Security Agreement
dated June 26, 2008
among WML, various
WML subsidiaries
and U.S. Bank NA
    
    8-K
    
    001-11155
    
    
    10.3
    
    
    06/26/200810.43
    
    Pledge Agreement
dated June 26, 2008
among WCC, WML and
U.S. Bank NA, for
the benefit of the
noteholders
    
    8-K
    
    001-11155
    
    
    10.4
    
    
    06/26/200810.44
    
    Amended and
Restated Credit
Agreement dated
June 26, 2008 among
WML, various WML
subsidiaries and
PNC Bank, NA
    
    8-K
    
    001-11155
    
    
    10.5
    
    
    06/26/200810.45
    
    Amended and
Restated Continuing
Agreement of
Guaranty and
Suretyship dated
June 26, 2008 from
various WML
subsidiaries in
favor of PNC Bank,
NA
    
    8-K
    
    001-11155
    
    
    10.6
    
    
    06/26/200810.46
    
    Amended and
Restated Security
Agreement dated
June 26, 2008 among
WML, various WML
subsidiaries, and
U.S. Bank NA
    
    8-K
    
    001-11155
    
    
    10.7
    
    
    06/26/200810.47
    
    Amended and
Restated Pledge
Agreement dated
June 26, 2008 among
WCC, WML and U.S.
Bank NA
    
    8-K
    
    001-11155
    
    
    10.8
    
    
    06/26/2008




---



##### 



Incorporated by ReferenceExhibit
    
    
    
    
    
    File
    
    
    
    
    
    
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    Number
    
    Exhibit
    
    Filing Date
    
    Herewith10.48
    
    Membership Interest
Purchase
Agreement among WRI,
WRI Partners, Inc.,
Absaloka Coal, LLC and
Feedstock Investments
IV, LLC dated
October 16, 2008
    
    8-K
    
    001-11155
    
    
    10.1
    
    
    10/21/200810.49
    
    Form of Fixed Payment
Note
    
    8-K
    
    001-11155
    
    
    10.3
    
    
    10/21/200810.50
    
    Form of Contingent
Payment Note
    
    8-K
    
    001-11155
    
    
    10.4
    
    
    10/21/200810.51
    
    Crow Tribal Lands Coal
Lease between the
Crow Tribe and WRI
dated February 13, 2004
    
    10-K/A
    
    001-11155
    
    
    10.51
    
    
    05/08/200921.1
    
    Subsidiaries of WCC
    
    10-K
    
    001-11155
    
    
    21.1
    
    
    03/13/200923.1
    
    Consent of KPMG LLP
    
    10-K
    
    001-11155
    
    
    23.1
    
    
    03/13/200923.2
    
    Consent of KPMG LLP
    
    10-K
    
    001-11155
    
    
    23.2
    
    
    03/13/200931.1
    
    Certification of Chief
Executive Officer
pursuant to
Rule 13a-14(a)
    
    
    
    
    
    
    
    
    
    
    
    X31.2
    
    Certification of Chief
Financial Officer
pursuant to
Rule 13a-14(a)
    
    
    
    
    
    
    
    
    
    
    
    X32
    
    Certifications of
Chief
Executive Officer
and Chief Financial
Officer pursuant
to 18 U.S.C.
Section 1350
    
    10-K
    
    001-11155
    
    
    32
    
    
    03/13/2009