SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* BLACKSTONE MANAGEMENT ASSOCIATES IV LLC (Last) (First) (Middle) C/O THE BLACKSTONE GROUP 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Foundation Coal Holdings, Inc. [ FCL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/07/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	01/07/2005		J(1)		1,208,972	A	(1)	8,089,020	I	See footnotes(2)(3)(4)(5)
Common Stock, par value $0.01 per share	01/07/2005		J(1)		63,630	A	(1)	425,738	I	See footnotes(2)(3)(4)(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* BLACKSTONE MANAGEMENT ASSOCIATES IV LLC (Last) (First) (Middle) C/O THE BLACKSTONE GROUP 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BLACKSTONE FAMILY INVESTMENT PARTNERSHIP IV-A LP (Last) (First) (Middle) C/O THE BLACKSTONE GROUP 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Blackstone FCH Capital Partners IV L.P. (Last) (First) (Middle) C/O THE BLACKSTONE GROUP 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PETERSON PETER G (Last) (First) (Middle) C/O THE BLACKSTONE GROUP 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SCHWARZMAN STEPHEN A (Last) (First) (Middle) C/O THE BLACKSTONE GROUP 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. In connection with the Issuer's initial public offering (the "IPO"), on December 8, 2004, the Issuer declared a stock dividend payable to the holders of record of the Issuer's common stock (the "Common Stock") issued and outstanding on December 8, 2004 (the "Record Date"). The payment of such stock dividend was contingent upon whether the underwriters in the IPO exercised their option to purchase an additional 3,541,500 shares of Common Stock (the "Over-Allotment Option"). On January 7, 2004, the Over-Allotment Option expired, and as of that date the underwriters had purchased 511,900 shares pursuant to the Over-Allotment Option. The remaining 3,029,600 shares were issued ratably to the Issuer's holders as of the Record Date.

2. Following the reported transaction, Blackstone FCH Capital Partners IV L.P. owns 8,089,020 shares of Common Stock reported as beneficially owned in the above table. (This amount of shares reported as beneficially owned by Blackstone FCH Capital Partners IV L.P. reflects an adjustment of four shares fewer than were previously reported on Form 3. The adjustment is to correct a previous rounding error.) Blackstone Family Investment Partnership IV-A L.P. (together with Blackstone FCH Capital Partners IV L.P., the "Blackstone Funds") owns 425,738 shares of Common Stock reported as beneficially owned in the above table. Blackstone Management Associates IV L.L.C. is the sole general partner of each of the Blackstone Funds and, as such, may be deemed to share beneficial ownership of the shares of Common Stock held by the Blackstone Funds.

3. Messrs. Peter G. Peterson and Stephen A. Schwarzman are the founding members of Blackstone Management Associates IV L.L.C. and, as such, may be deemed to share beneficial ownership of the shares of Common Stock held by the Blackstone Funds.

4. Information with respect to each of the Reporting Persons is given solely by such Reporting Persons, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

5. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons, other than the Blackstone Funds, herein states that this filing shall not be deemed an admission that he or it is the beneficial owner of any of the shares of Common Stock covered by this Statement. Each of Blackstone Management Associates IV L.L.C., Messrs. Peter G. Peterson and Stephen A. Schwarzman disclaims beneficial ownership of the Common Stock, except to the extent of his or its pecuniary interest in such shares of Common Stock.

	/s/ Prakash Melwani (on behalf of Blackstone Management Associates IV L.L.C.) (Please see attached Joint Filer Information for signatures of other Reporting Persons)	01/11/2005
	** Signature of Reporting Person	Date
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