##### 



Exhibit 4.11
 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED
UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON
TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT
 Warrant No. R-2
    
    Number of Shares: 150,000(subject to adjustment)
  
 WESTMORELAND COAL COMPANY
 Common Stock Purchase Warrant
   Exercise
 Exercise for Cash Exhibit I
 Cashless Exercise
 Exhibit I




---



##### 



X
    
    =
    
    Y(A-B)

A
 Where:
    
    X
    
    =
    
    the number of Warrant Shares that shall be issued to the
Registered Holder;Y
    
    =
    
    the number of Warrant Shares for which this Warrant is being exercised
(which shall include both the number of Warrant Shares issued to the Registered Holder
and the number of Warrant Shares subject to the portion of the Warrant being cancelled
in payment of the Purchase Price);A
    
    =
    
    the Fair Market Value (as defined below) of one share of Common Stock; andB
    
    =
    
    the Purchase Price then in effect.
    -2-




---



##### 



Exercise Date
 Issuance of Certificates
   Stamp Taxes
 Adjustments
 Adjustments to Purchase Price for Diluting Issues
 Special Definitions
 Option
 Original Issue Date
 -3-




---



##### 



Convertible Securities
 Additional Shares of Common Stock
 (I)
    
    shares of Common
Stock issued or issuable upon conversion or exchange of
any Convertible Securities or exercise or settlement of
any Options outstanding on the Original Issue Date
pursuant to the terms in place on the Original Issue
Date, without giving effect to any amendments on or
after the Original Issue Date;(II)
    
    shares of Common
Stock issued or issuable by reason of a dividend, stock
split, split-up or other distribution on shares of
Common Stock that is covered by subsection 2(b) or 2(c)
below; or(III)
    
    shares of Common
Stock (or Options with respect thereto) issued or
issuable to employees or directors of, or consultants
to, the Company or any of its subsidiaries pursuant to a
plan, agreement or arrangement approved by the Board and
the stockholders of the Company.
 No Adjustment of Purchase Price
 Issue of Securities Deemed Issue of Additional Shares of Common Stock
  -4-




---



##### 



-5-




---



##### 



Adjustment of Purchase Price Upon Issuance of Additional Shares of Common Stock provided
 Determination of Consideration
 Cash and Property
 (I)
    
    insofar as it
consists of cash, be computed at the aggregate of cash
received by the Company, excluding amounts paid or
payable for accrued interest; and(II)
    
    insofar as it
consists of property other than cash (Non-Cash
Consideration), be computed at the
 -6-




---



##### 



fair market value thereof at the time of such issue;
and(III)
    
    in the event
Additional Shares of Common Stock are issued together
with other shares or securities or other assets of the
Company for consideration which covers both, be the
proportion of such consideration so received, computed
as provided in clauses (I) and (II) above.
 Options and Convertible Securities
 (I)
    
    the total amount,
if any, received or receivable by the Company as
consideration for the issue of such Options or
Convertible Securities, plus the minimum aggregate
amount of additional consideration (as set forth in the
instruments relating thereto, without regard to any
provision contained therein for a subsequent adjustment
of such consideration) payable to the Company upon the
exercise or settlement of such Options or the conversion
or exchange of such Convertible Securities, or in the
case of Options for Convertible Securities, the exercise
or settlement of such Options for Convertible Securities
and the conversion or exchange of such Convertible
Securities, by(II)
    
    the maximum
number of shares of Common Stock (as set forth in the
instruments relating thereto, without regard to any
provision contained therein for a subsequent adjustment
of such number) issuable upon the exercise or settlement
of such Options or the conversion or exchange of such
Convertible Securities.
 Multiple Closing Dates
 Adjustment for Stock Splits and Combinations
 -7-




---



##### 



Adjustment for Certain Dividends and Distributions
   provided however
 Adjustment in Number of Warrant Shares
 Adjustment for Repurchases of Common Stock, Convertible Securities, Warrants and
Options
 -8-




---



##### 



Adjustments for Other Dividends and Distributions
 Adjustment for Reorganization
 Other Action Affecting Common Stock
 -9-




---



##### 



Certificate as to Adjustments
 Notice of Proposed Transaction, Fair Marker Value per Share and Fair Market Value of
Non-Cash Consideration
 Fractional Shares
 Investment Representations
 Investment
 -10-




---



##### 



Accredited Investor
 Experience
 Transfers, etc
 provided
     -11-




---



##### 



Exhibit II
 Affirmative Actions to Permit Exercise and Realization of Benefits
 Listing of Company Securities
 Validly Issued Shares of Common Stock
 Financial Information
 No Impairment
 -12-




---



##### 



Notice of Proposed Fundamental Changes
 No Dilution or Impairment
 Reservation of Stock
 -13-




---



##### 



Exchange or Replacement of Warrants
   Remedies
 Notices.
 No Rights as Stockholder
 -14-




---



##### 



Amendment or Waiver
 Section Headings
 Governing Law
 Waiver of Jury Trial
 Facsimile Signatures
  -15-




---



##### 



WESTMORELAND COAL COMPANYBy:
    /s/ David J. BlairName:
    David J. BlairTitle:
    Chief Financial Officer ATTEST:/s/ Morris W. KegleyName:
    Morris W. KegleyTitle:
    General Counsel and
Assistant Secretary Notice Address of the Company:
Westmoreland Coal Company
2 North Cascade Avenue, 14th Floor
Colorado Springs, CO 80903
Attention: General Counsel -16-




---



##### 



Purchase
 (check applicable box)
 
    
    shares of the common stock, par value $2.50 per share (the Common Stock), of
Westmoreland Coal Company (the Company) covered by such Warrant; or
    
    the maximum number of shares of Common Stock covered by such Warrant pursuant to the
cashless exercise procedure set forth in subsection 1(b).
 (check applicable box or
boxes)
 
    
    $  in lawful money of the United States; and/or
    
    the cancellation of such portion of the attached Warrant as is exercisable for
a total of  Warrant Shares (using a Fair Market Value of $  per share
for purposes of this calculation); and/or
    
    the cancellation of such number of Warrant Shares as is necessary, in
accordance with the formula set forth in subsection 1(b), to exercise this Warrant with
respect to the maximum number of Warrant Shares purchasable pursuant to the cashless
exercise procedure set forth in subsection 1(b).
 Representations Note: These representations shall only be required if the shares of
Common Stock purchased pursuant to this Exercise Notice are not registered under the Securities Act
of 1933 on the date of this Exercise Notice.
   -17-




---



##### 



[PURCHASER NAME]By:Name:Title:Address: -18-




---



##### 



Name of Assignee
    
    Address
    
    No. of Shares
 Dated:
    
    
    
    
    
    Signature:
  By:
  -19-