SCHEDULE 14A

                                 (RULE 14a-101)


                            SCHEDULE 14A INFORMATION

                  Proxy Statement Pursuant to Section 14(a) of
                       the Securities Exchange Act of 1934

Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|

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|_|      Confidential, for Use of the Commission Only
         (as permitted by Rule 14a-6(e)(2))
|_|      Definitive Proxy Statement
|_|      Definitive Additional Materials
|X|      Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                            WESTMORELAND COAL COMPANY
                            -------------------------
                (Name of Registrant as Specified In Its Charter)

    ------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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WESTMORELAND COAL COMPANY
April 7, 1999

Dear Fellow Shareholders and Friends:

Continued  outstanding  performance from the core operations of our restructured
Company and the accomplishment of several new strategic  objectives reflect well
the  persistent  focus and  vibrancy of our  business  plan and its  successful,
dynamic  implementation  since first introduced in 1993. Following our notice to
the  federal  court in July  that  protection  under  Chapter  11 was no  longer
necessary,  we have been able to move in rather  rapid  order  from the tasks of
preserving the Company and  protecting  your equity  interests to  concentrating
more  on the  ongoing,  primary  goal of  enhancing  shareholder  value.  Let me
highlight recent events of greatest interest.

1998 Financial Results - Operating income for 1998 was $17.1 million compared to
operating  income of $33.6  million  for 1997.  Positively  affecting  operating
income in 1998 was the continued strong performance of our independent power and
coal  operations,  including  production  of 6.5  million  tons at  Westmoreland
Resources,  Inc.  ("WRI").  Increased  earnings at the  Rensselaer  Project as a
result of the  strategic  restructuring  of its  power  purchase  contract  with
Niagara Mohawk Power Company and improved earnings at several of the other power
projects raised the Company's  equity in earnings of independent  power projects
from $17.8  million in 1997 to $64.5  million at the end of 1998.  Two  one-time
charges significantly reduced operating income in 1998: as part of its dismissal
from Chapter 11, the Company  recorded a $15.7 million  make-up accrual for UMWA
Combined Benefit Fund retiree  healthcare  obligations not recognized during the
two year Court  imposed  stay of claims;  and,  the Company  concluded  that the
carrying  value of  Dominion  Terminal  should be  reduced  by $12.2  million to
reflect reduced throughput in 1998 and tonnage  projections for future export of
American  coal.  Operating  income for 1997  included  $27.2  million of unusual
credits for  reductions  in  estimated  black lung  benefit  liabilities  and in
actuarially determined liabilities under the 1993 UMWA Wage Agreement.

In 1998 the Company also incurred $9.9 million in expense for Chapter 11 related
legal and consulting fees of the Equity  Committee,  the Funds, and the Company,
$5.2 million in expense for interest  paid to creditors  upon  dismissal,  and a
non-cash cumulative charge of $9.9 million resulting from a change in accounting
principle  to recognize  previously  incurred  start-up  costs  associated  with
Westmoreland Energy, Inc. ("WEI") projects. These additional one-time charges of
$25  million  resulted  in a net loss for 1998 of $6.5  million  compared to net
income for 1997 of $28.2 million.

For financial statement purposes,  the Company also presents earnings applicable
to common  shareholders after taking into  consideration  dividends on preferred
shares  outstanding,  whether  declared or not, which currently  amount to about
$4.9 million per year. If the Company were  liquidated,  preferred  shareholders
would be entitled to a distribution  preference  over common  shareholders of an
amount  equal  to  their  liquidation  preference  plus  dividends  in  arrears.
Moreover,  dividends  may  not be paid  on  common  stock  until  all  preferred
arrearages are settled.  With the  recognition of an additional $4.9 million for
preferred  dividends not declared or paid in 1998, net loss applicable to common
shareholders  was $11.4  million  or a loss per share of $1.64  compared  to net
income applicable to common  shareholders of $23.3 million,  or income per share
of $3.34 for 1997. A total of $22.0 million of preferred dividends are currently
in arrears,  which  combined  with the  liquidation  preference of the preferred
stock,  gives the preferred stock a liquidation  preference of approximately $79
million at this time. We anticipate that this will be substantially reduced upon
completion  of the tender offer  discussed  below.  At December  31,  1998,  the
Company had  shareholders'  equity of $21.8 million compared to $28.4 million at
December 31, 1997.

Cash  provided by operating  activities  increased to $55.9 million in 1998 from
$19.9 million in 1997 driven by proceeds from the termination of the over-funded
salaried  pension  plan,  increased  operating  revenues at WRI, the  Rensselaer
transaction  and  increased  cash  distributions  from WEI's  independent  power
projects. Consolidated cash and cash equivalents as of December 31, 1998 totaled
$84.1 million, including $14.7 million at WRI. The cash at WRI is only available
through  dividends.  The use of cash on a consolidated basis is restricted under
the  terms  of  the  Master  Agreement.  In  January,  1999,  the  Company  paid
approximately  $52 million in connection  with the  dismissal of the  bankruptcy
case which included payments to creditors, including the UMWA Funds.

Sale of Rensselaer  Project - Consistent  with our  commitment of maximizing the
value of assets for  shareholders,  the  Company's  remaining  interests  in the
Rensselaer  Project  were  sold to  Fulton  Cogeneration  Associates,  L.P.,  an
affiliate of The Coastal Corporation,  on March 15, 1999. The Company's share of
the net proceeds from this sale was in excess of $33 million and the transaction
will provide a pre-tax  contribution to earnings of approximately $17 million in
1999.  These  amounts are in addition to the $30 million  cash  received in June
1998 as a result of the restructuring of the Project's power purchase agreement,
for total proceeds of over $60 million.

We are very pleased with the value  realized  from this  strategic  sale.  Three
factors were crucial in our successfully generating such value: 1) the foresight
to identify,  capacity to develop,  and talent to manage the project's value; 2)
our  successful  use of  judicial  protection  under  the  Bankruptcy  Code  and
subsequent  emergence as a secure ongoing  enterprise  able to capitalize on the
value of assets  from a position  of legal and  financial  strength;  and 3) the
unique  opportunity to free this  investment  from Coal Act liability as part of
the Master  Agreement so that its  greatest  value could be realized and part of
the proceeds distributed to preferred shareholders as described below.

Tender Offer - You will recall that the UMWA Funds sought to take control of the
Company through  transfer of stock ownership to a UMWA directed  trustee,  while
the Equity Committee sought to liquidate the Company and distribute any residual
value to shareholders in order of preference.  During negotiations,  the Company
proposed to purchase all of the outstanding  depositary shares for a combination
of cash,  debt and common  stock.  The cash  component of that  proposal was $23
million.  The  Company  believed  that such an  approach  would  deliver  value,
certainty  and  security  to  preferred   shareholders   while   providing  more
predictability  and  stability to the Company,  which in turn could  enhance the
value of the Company for retirees and all  shareholders  including common equity
holders and shareholders with higher cost bases.  Representatives  of the Equity
Committee  rejected  this proposal and demanded  instead a partial,  $20 million
all-cash  tender  offer.  The Board of Directors  concluded  that the  Company's
agreement to the terms of the  settlement,  including the partial  tender offer,
was in the  best  interest  of the  Company  and  its  shareholders  because  it
facilitated  the  consensual  dismissal of the Company's  bankruptcy  case,  was
within the cash  capacity  of the  Company,  and carried an  attractive  rate of
return to the Company by eliminating  approximately $15 per share of liquidation
preference as well as $2.2 million per year in future dividends if the offer was
fully  subscribed.  On March 10, 1999, the Company  initiated a $20 million cash
public tender offer for 1,052,631  depositary shares at $19 per share. The offer
was conditioned upon successful completion of the Rensselaer sale.

The  agreement  gave the Equity  Committee  the right to designate the price per
share to be offered,  which the Equity Committee  designated as $19 per share on
December  9, 1998.  At the time,  the  market  price for  depositary  shares was
between  $13  and  $14.  At $19  per  share  the  tender  offer  gave  preferred
shareholders  the  choice to sell at least some of their  depositary  shares for
cash at a premium over the market price.

As of  the  expiration  of the  tender  offer 1,683,903 depositary  shares  were
tendered.  Because the number of shares tendered  exceeded the maximum number of
shares  offered to be  purchased  by the  Company,  a  proration  factor will be
applied.

With respect to depositary shares not tendered,  or shares tendered in excess of
the total which may be purchased in the tender offer,  the right to dividends in
arrears and future  dividends prior to the payment of any common stock dividends
will remain. However, the Company will also remain subject to all limitations of
Delaware  law plus  contractual  restrictions  under the Master  Agreement  with
respect to the payment of such preferred dividends. Going forward, the Company's
Board will review  payment of quarterly  preferred  stock  dividends in light of
these restrictions and in consideration of the shareholders' best interests.  It
is likely that in the near term most available cash not restricted by the Master
Agreement  should be reinvested  rather than distributed in order to enhance the
long-term value of the Company for all  shareholders.  The Company will continue
to focus first on its core businesses for such  reinvestment,  as it did in 1996
when it increased its ownership in WRI.

AMEX Listing  Approved - We are also extremely  pleased to report that following
the dismissal of our Chapter 11 case we have quickly and  successfully  relisted
the Company's stock on a major exchange.  The Company's  application to list its
common stock and depositary  shares on the American Stock Exchange  ("AMEX") has
been  approved  and trading is expected to begin very  shortly.  (Until  trading
begins  on the  AMEX,  Westmoreland  shares  will  continue  to trade on the OTC
Bulletin  Board  under  the  current  symbols  WMCL  and  WMCLP.)  This  listing
represents  yet another  significant  step in our mission to restore and enhance
the Company's value to our shareholders.

Shareholder Meeting,  1998 Annual Report and Form 10-K/A - The Company will hold
a shareholders'  meeting  following  completion of the tender offer. The meeting
will take place on May 12,  1999.  In  addition,  the Company has filed its 1998
Form 10-K/A with the Securities  and Exchange  Commission  ("SEC").  You will be
mailed a 1998 Annual  Report  which  includes the 1998 Form 10-K/A in advance of
the  shareholders'  meeting;  however,  you are welcome to request a copy of the
Form 10-K/A from the Company at any time.

As you may know, a dissident group of shareholders,  comprised primarily of some
former members of the Equity  Committee,  has filed a Schedule 13-D with the SEC
professing  its  intention  to  nominate a separate  slate of  directors  and to
"redirect"  the  Company's  business.  This  group will seek SEC review of proxy
materials so that,  following the review,  it can solicit your vote.  Management
strongly  urges you to reject  any  solicitation  from this group and to support
your existing dedicated management and Board of Directors which has successfully
navigated  your Company  through the dire  challenges  it faced just a few years
ago. We will  communicate  further  with you in this regard in the near  future.
Because of the potential for a proxy contest,  however, the Company is obligated
to attach certain  information  set forth on the next page. We apologize for the
added burden this places on you as a result.

Thank you again for the  continuing  words of support and  appreciation  from so
many of you.



Chris Seglem
Chairman of the Board - President & CEO

Cautionary Statement on Forward-Looking Statements
- --------------------------------------------------
Forward-looking statements,  within the meaning of Section 21E of the Securities
Exchange Act of 1934,  are made  throughout  this  document,  and  sometimes are
preceded by, followed by or include the words "intends,"  "believes," "expects,"
"anticipates," "should," or similar expressions. Such forward-looking statements
are based on  management's  current views and  assumptions and involve known and
unknown  risks,  uncertainties,  and other factors which may cause the Company's
actual results of operations, liquidity status, levels of activity, performance,
or achievements, or industry results, to be materially different from any future
results of operations,  liquidity status,  levels of activity,  performance,  or
achievements  expressed  or implied  by such  forward-looking  statements.  Such
factors  include,  among others,  the following:  general  economic and business
conditions;  the ability of the Company to implement its business strategy;  the
Company's access to financing;  the Company's  ability to successfully  identify
new business  opportunities;  the Company's ability to achieve  anticipated cost
savings and profitability  targets;  changes in the industry;  competition;  the
Company's  ability to utilize  its tax net  operating  loss  carryforwards;  the
ability  to  reinvest  excess  cash at an  acceptable  rate of  return;  weather
conditions;  the  availability of  transportation;  price of alternative  fuels;
costs of coal produced by other  countries;  the effect of regulatory  and legal
proceedings;  and other factors discussed in Item 1 of the Company's Form 10-K/A
for the fiscal year ended  December 31, 1998.  As a result of the  foregoing and
other  factors,  no  assurance  can  be  given  as to  the  future  results  and
achievements  of the Company.  Neither the Company nor any other person  assumes
responsibility for the accuracy and completeness of these statements.

Certain  information  required  by the  Rules  of the  Securities  and  Exchange
- --------------------------------------------------------------------------------
Commission  ("SEC")
- -------------------
Westmoreland  Coal Company (the  "Company")  and the following  Directors of the
Company  may be deemed  to be  participants  in the  Company's  solicitation  of
proxies for its upcoming meeting of stockholders:  Pemberton Hutchinson, William
R. Klaus, Thomas W. Ostrander, Christopher K. Seglem, Edwin E. Tuttle, Robert E.
Killen and James W. Sight.  Employee participants may include Gregory M. Daniels
(Vice  President  Human  Resources  and  President,  Virginia  Division  of  the
Company),  Paul W. Durham (Assistant  General Counsel and Assistant  Secretary),
Charles H. Finkenstadt,  Jr. (Corporate Secretary),  R. Page Henley, Jr. (Senior
Vice President,  Acquisitions and Development and Government Affairs,  President
Westmoreland  Coal Sales  Company),  Robert J. Jaeger  (Senior Vice President of
Finance  and  Treasurer),  Diane  S.  Jones  (Manager,  Business  Development  &
Corporate  Relations),  Larry W.  Mikkola  (Controller  of the  Company and Vice
President Westmoreland Resources), Christopher K. Seglem (Chairman of the Board,
President and Chief Executive  Officer),  and Theodore E. Worcester (Senior Vice
President of Law and Administration,  General Counsel and Assistant  Secretary).
Subsidiary Director  participants may include Clyde Joseph Presley and Ronald W.
Stucki.  Subsidiary  employee  participants  may include Edward J. Demeter (Vice
President  -  Distribution,   Westmoreland  Coal  Sales),  W.  Michael  Lepchitz
(President and General Counsel,  Westmoreland  Energy,  Inc.),  David W. Simpson
(President,  Westmoreland Resources,  Inc.) and Gregory S. Woods (Executive Vice
President,  Westmoreland Energy, Inc.). The above named individuals collectively
beneficially own approximately  1,536,078 shares, or approximately  21.0% of the
Company's outstanding common stock (excluding shares of common stock that may be
obtained upon conversion of the Company's  Depositary Shares).  Such individuals
also collectively  beneficially own approximately  48,650 Depositary  Shares, or
approximately 2.1% of the outstanding  Depositary Shares,  which are convertible
into 83,094 shares of the Company's  common stock.  For a description of certain
other  interests  of  the  foregoing  individuals,   please  see  the  Company's
preliminary proxy statement for the upcoming stockholders meeting filed with the
SEC on April 1, 1999.