S-8

As filed with the Securities and Exchange Commission on April 30, 2008

Registration No. 333-_______

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

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^nd Floor, 2 North Cascade Avenue
Colorado Springs, Colorado
(Address of Principal Executive Offices) 80903
(Zip Code)

Westmoreland Coal Company
2007 Equity Incentive Plan
for Employees and Non-Employee Directors

(Full Title of the Plan)

Morris W. Kegley
General Counsel and Assistant Secretary
2^nd Floor, 2 North Cascade Avenue
Colorado Springs, Colorado 80903

(Name and Address of Agent For Service)

(719) 442-2600
(Telephone Number, Including Area Code, of Agent For Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o
	(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum
Title of Securities	Amount to be	Offering Price Per	Aggregate Offering	Amount of
to be Registered	Registered(1)	Share	Price	Registration Fee
Common Stock, $2.50 par value per share (2)	700,000 shares	$16.085 (3)	$11,259,500 (3)	$	442.50

(1)	In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions.
(2)	Each share of the Registrant’s Common Stock offered hereby will be accompanied by one Preferred Stock Purchase Right.

(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the American Stock Exchange on April 24, 2008.

TABLE OF CONTENTS

Opinion of Morris W. Kegley

Consent of KPMG LLP

Consent of KPMG LLP

Consent of Deloitte & Touche LLP

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      Item 1. Plan Information.

     The information required by Item 1 is included in documents sent or given to participants in the plans covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”).

      Item 2. Registrant Information and Employee Plan Annual Information.

The written statement required by Item 2 is included in documents sent or given to participants in the plans covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      Item 3. Incorporation of Documents by Reference.

     The registrant is subject to the informational and reporting requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”). The following documents, which are on file with the Commission, are incorporated in this registration statement by reference:

     The registrant’s latest annual report filed pursuant to Section 13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act that contains audited financial statements for the registrant’s latest fiscal year for which such statements have been filed.

     All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred to in (a) above.

     The description of the securities contained in the registrant’s registration statement on Form 8-A filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

     All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained

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herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

      Item 4. Description of Securities.

     Not applicable.

      Item 5. Interests of Named Experts and Counsel.

     Morris W. Kegley, Esq., the Registrant’s General Counsel, has opined as to the legality of the securities being offered by this registration statement. As of March 31, 2008, Mr. Kegley owned 467 shares of the Registrant’s Common Stock.

      Item 6. Indemnification of Directors and Officers.

     Section 102 of the Delaware General Corporation Law allows a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct, or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. The Registrant’s Restated Certificate of Incorporation limits the liability of directors to the extent permitted by Delaware law.

     Section 145 of the Delaware General Corporation Law provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against amounts paid and expenses incurred in connection with an action or proceeding to which he is or is threatened to be made a party by reason of such position, if such person shall have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal proceeding, if such person had no reasonable cause to believe his conduct was unlawful; provided that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the adjudicating court determines that such indemnification is proper under the circumstances. Section 145 also permits the Registrant to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Registrant, or is or was serving at the Registrant’s request as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Registrant would have the power to indemnify such person against such liability.

     The Registrant’s bylaws obligate it to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, either civil, criminal, administrative, or investigative, by reason of the fact that he is or was a director, officer, or supervisor or manager of the Registrant or a constituent corporation absorbed in a consolidation or merger, or while a director, officer, or supervisor or manager of the Registrant is or was serving at the request of the Registrant or a constituent corporation absorbed in a consolidation or merger, as a director, officer, or supervisor or manager of another

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corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding, whether or not the indemnified liability arises or arose from any threatened, pending, or completed action by or in the right of the corporation to the extent that such person is not otherwise indemnified and to the extent such indemnification is not prohibited by applicable law. The Registrant’s bylaws also obligate the Registrant to pay any such person’s expenses in advance of the final disposition of any such proceeding, if such person undertakes to repay any amount so advanced if it shall ultimately be determined that he is not entitled to be indemnified by the Registrant.

     Under the Registrant’s bylaws, its obligation to indemnify, including the duty to advance expenses, is a contract between the Registrant and each person entitled to indemnification, and no modification of the Registrant’s bylaws may affect, to the detriment of any such person, the Registrant’s obligations in connection with a claim based on any act or failure to act occurring before such modification.

     The Registrant’s bylaws also permit the Registrant to purchase and maintain insurance, and the Registrant has purchased insurance on behalf of its directors and officers.

     Under the Registrant’s bylaws, the rights to indemnification and advance of expenses are not exclusive of any other right to which an indemnified person may be entitled, and all such rights shall inure to the benefit of the indemnified person and his or her heirs, executors, and administrators.

      Item 7. Exemption from Registration Claimed.

     Not applicable.

      Item 8. Exhibits.

     The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.

     The Registrant hereby undertakes that it has submitted the Plan and any amendment thereto to the Internal Revenue Service (“IRS”) in a timely manner and has made or will make all changes required by the IRS to qualify the Plan.

      Item 9. Undertakings.

1. Item 512(a) of Regulation S-K. The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

     (i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

     (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

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     (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

2. Item 512(b) of Regulation S-K. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. Item 512(h) of Regulation S-K. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Colorado Springs, Colorado, on this 24^th day of April, 2008.

WESTMORELAND COAL COMPANY
By:	/s/ Kevin A. Paprzycki
	Kevin A. Paprzycki
	Chief Financial Officer

POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of Westmoreland Coal Company, hereby severally constitute and appoint Kevin A. Paprzycki and Morris W. Kegley, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Westmoreland Coal Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Keith E. Alessi	President and Chief Executive Officer	April 24, 2008
Keith E. Alessi
/s/ Kevin A. Paprzycki	Chief Financial Officer and Principal Accounting Officer	April 24, 2008
Kevin A. Paprzycki
/s/ Thomas J. Coffey	Director	April 24, 2008
Thomas J. Coffey
/s/ Robert E. Killen	Director	April 21, 2008
Robert E. Killen
/s/ Richard M. Klingaman	Director	April 24, 2008
Richard M. Klingaman
/s/ William M. Stern	Director	April 24, 2008
William M. Stern

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INDEX TO EXHIBITS

Number	Description
3.1(1)	Restated Certificate of Incorporation of the Registrant
3.2(2)	Certificate of Correction to the Restated Certificate of Incorporation of the Registrant
3.3(3)	Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant
3.4(4)	Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant
3.4(5)	By-Laws of the Registrant
4.1(6)	Specimen Certificate representing the Common Stock of the Registrant
4.2(7)	Amended and Restated Rights Agreement, dated as of February 7, 2003, between the Registrant and EquiServe Trust Company, N.A.
4.3(8)	First Amendment to Amended and Restated Rights Agreement dated as of May 2, 2007 between Westmoreland Coal Company and Computershare Trust Company, N.A. (formerly known as EquiServe Trust Company, N.A.)
4.4(9)	Second Amendment to Amended and Restated Rights Agreement dated as of March 4, 2008 between Westmoreland Coal Company and Computershare Trust Company, N.A.
5.1	Opinion of Morris W. Kegley, counsel to the Registrant
23.1	Consent of Morris W. Kegley (included in Exhibit 5.1)
23.2	Consent of KPMG LLP
23.3	Consent of KPMG LLP
23.4	Consent of Deloitte & Touche LLP
24.1	Power of attorney (included on the signature pages of this registration statement)

(1)	Previously filed as an Exhibit to the Registrant’s Registration Statement on Form S-1 filed July 28, 2004 (Registration No. 333-117709) and incorporated herein by reference.
(2)	Previously filed as Exhibit to the Registrant’s Current Report on Form 8-K filed October 21, 2004 (File No. 001-11155) and incorporated herein by reference.

(3)	Previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed September 7, 2007 (File No. 001-11155) and incorporated herein by reference.
(4)	Previously filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed September 7, 2007 (File No. 001-11155) and incorporated herein by reference.
(5)	Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Current Report on Form 8-K dated April 11, 2008 (File No. 001-11155) and incorporated herein by reference.
(6)	Previously filed as an Exhibit to the Registrant’s Registration Statement on Form S-2 filed December 4, 1985 (Registration No. 33-1950) and incorporated herein by reference.
(7)	Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Current Report on Form 8-K filed February 7, 2003 (File No. 001-11155) and incorporated herein by reference.
(8)	Previously filed with the Securities and Exchange Commission as an Exhibit to Amendment No. 2 to Form 8-A filed May 4, 2007 (SEC File No. 001-11155) and incorporated herein by reference.
(9)	Previously filed with the Securities and Exchange Commission as an Exhibit to Amendment No. 3 to Form 8-A filed March 6, 2008 (SEC File No. 001-11155) and incorporated herein by reference.

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EX-5.1

Exhibit 5.1

[Westmoreland Coal Company Letterhead]

April 25, 2008

Westmoreland Coal Company
2^nd Floor, 2 North Cascade Avenue
Colorado Springs, CO 80903

Re: Westmoreland Coal Company 2007 Equity Incentive Plan for Employees and Non-Employee Directors

Gentlemen:

I am the General Counsel and Assistant Secretary of Westmoreland Coal Company, a Delaware corporation (the “Company”), and an attorney duly admitted to practice in the State of Colorado. I am familiar with a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 700,000 shares of common stock, $2.50 par value per share, and associated preferred stock purchase rights (collectively, the “Shares”), of the Company, issuable under the Westmoreland Coal Company 2007 Equity Incentive Plan for Employees and Non-Employee Directors (the “Plan”).

     I have examined the Certificate of Incorporation and Bylaws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement, and such other documents relating to the Company as I have deemed material for the purposes of this opinion.

     In examining the foregoing documents, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic, or other copies, the authenticity of the originals of any such documents, and the legal competence of all signatories to such documents.

     I assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plan, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.

     I express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware and the federal laws of the United States of America.

     Based on the foregoing, I am of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid, and nonassessable.

     It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

     Please note that I am opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.

     I hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Morris W. Kegley  

Morris W. Kegley 

General Counsel and Assistant Secretary 

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Westmoreland Coal Company:

We consent to the incorporation by reference in the registration statement on Form S-8 of Westmoreland Coal Company (the Company) relating to the Westmoreland Coal Company 2007 Equity Incentive Plan for Employees and Non-Employee Directors, of our reports dated March 28, 2008, with respect to the consolidated balance sheets of Westmoreland Coal Company as of December 31, 2007 and 2006, 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, 2007, and the related financial statement schedules I and II, and of our report dated March 28, 2008, with respect to the effectiveness of internal control over financial reporting as of December 31, 2007, which reports appear in the December 31, 2007 Annual Report on Form 10-K of Westmoreland Coal Company.

Our audit report dated March 28, 2008 contains an explanatory paragraph that states that the Company has suffered recurring losses from operations, has a working capital deficit, and a net capital deficiency that raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Our audit report refers to a change in the method of accounting and reporting for share-based payments effective January 1, 2006, in the method of accounting for deferred overburden removal costs effective January I, 2006, in the method of accounting for pension and other postretirement benefits effective December 31, 2006, and in the method of quantifying misstatements effective January 1, 2006. Our report also refers to a change in the method of accounting for workers compensation benefits effective January 1, 2005.

Our report dated March 28, 2008, on the effectiveness of internal control over financial reporting as of December 31, 2007, expresses our opinion that Westmoreland Coal Company did not maintain effective internal control over financial reporting as of December 31, 2007 because of the effect of material weaknesses on the achievement of the objectives of the control criteria and contains an explanatory paragraph that states that material weaknesses, as described in the following paragraphs, have been identified and included in management’s assessment as of December 31, 2007.

The Company did not maintain adequate controls for the testing, verification and review of the electronic spreadsheets that impact the Company’s financial reporting. This resulted in an ineffective review of the assumptions used and the data input into the electronic worksheets and errors in the accrual for coal reserve lease royalties. As a result, the Company’s accrual for coal reserve lease royalties contained material errors that were corrected in the restatement of the Company’s interim consolidated financial statements for the period ended June 30, 2007.

The Company did not maintain adequate controls to ensure the completeness and accuracy of the census data used to calculate the Company’s postretirement medical benefit liabilities. As a result, the Company’s postretirement medical benefit liabilities contained material errors that were corrected in the restatement of the Company’s interim consolidated financial statements for the periods ended March 31, 2007 and June 30, 2007.

The Company did not maintain policies, procedures and controls that were adequate to accounts for its Performance Unit Plan in accordance with generally accepted accounting principles for stock based compensation plans. As a result, the Company’s accrual for stock based compensation contained material errors that were corrected in the restatement of the Company’s interim consolidated financial statements for the periods ended March 31, 2007 and June 30, 2007.

KPMG LLP
 

Denver, Colorado
April 29, 2008

EX-23.3

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

Westmoreland-LG&E Partners:

We consent to the incorporation by reference in the registration statement on Form S-8 of Westmoreland Coal Company relating to the Westmoreland Coal Company 2007 Equity Incentive Plan for Employees and Non-Employee Directors, of our report dated March 30, 2007, with respect to the statements of income and comprehensive income, partners’ capital, and cash flows of Westmoreland-LG&E Partners for the six months ended June 30, 2006, which report appears in the December 31, 2007 Annual Report on Form 10-K of Westmoreland Coal Company.

KPMG LLP
 

Denver, Colorado
April 29, 2008

EX-23.4

Exhibit 23.4

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report relating to the financial statements of Westmoreland-LG&E Partners dated March 10, 2006, appearing in the Annual Report on Form 10-K of Westmoreland Coal Company for the year ended December 31, 2007.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois
April 29, 2008