S-3/A

As filed with the Securities and Exchange Commission on March 4, 2004

Registration No. 333-109906

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Peabody Energy Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1221	13-4004153
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

701 Market Street

St. Louis, Missouri 63101-1826

(314) 342-3400

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

SEE TABLE OF ADDITIONAL REGISTRANTS

Jeffery L. Klinger, Esq.

Peabody Energy Corporation

701 Market Street

St. Louis, Missouri 63101-1826

(314) 342-3400

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

With a Copy to:

Risë B. Norman, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

      Approximate date of commencement of proposed sale of the Securities to the public: From time to time after the registration statement becomes effective.

      If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:     o

      If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:     þ

      If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o                               

      If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o                               

      If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.     o

      The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

	State or Other				Address, including Zip Code,
	Jurisdiction of		IRS Employer		and Telephone Number, including
Exact Name of Registrant	Incorporation or		Identification		Area Code, of Registrant’s
as Specified in its Charter	Organization		Number		Principal Executive Offices
Affinity Mining Company		West Virginia		25-1207512		202 Laidley Tower
						P.O. Box 1233
						Charleston, WV 25324
						(304) 344-0300
Arclar Company, LLC		Indiana		31-1566354		420 Longlane Road
						Equality, IL 62934
						(618) 273-4314
Arid Operations Inc.		Delaware		84-1199578		14062 Denver West Parkway
						Suite 110
						Golden, CO 80401-3301
						(760) 337-5552
Beaver Dam Coal Company		Delaware		61-0129825		701 Market Street
						Suite 725
						St. Louis, MO 63101
						(314) 342-3400
Big Ridge, Inc.		Illinois		37-1126950		617 East Church Street
						Harrisburg, IL 62946
						(618) 273-4314
Big Sky Coal Company		Delaware		81-0476071		P.O. Box 97
						Colstrip, MT 59323
						(406) 748-5750
Black Beauty Coal Company		Indiana		35-1799736		P.O. Box 312
						Evansville, IN 47702
						(812) 424-9000
Black Beauty Equipment Company		Indiana		35-1975683		414 South Fares
						Evansville, IN 47714
						(812) 424-9000
Black Beauty Holding Company, LLC		Delaware		73-1663373		701 Market Street
						Suite 703
						St. Louis, MO 63101
						(314) 342-3400
Black Beauty Mining, Inc.		Indiana		35-1836160		414 South Fares
						Evansville, IN 47714
						(812) 424-9000
Black Beauty Resources, Inc.		Indiana		35-1471083		414 South Fares
						Evansville, IN 47714
						(812) 424-9000
Black Beauty Underground, Inc.		Indiana		35-1834526		414 South Fares
						Evansville, IN 47714
						(812) 424-9000
Black Walnut Coal Company		Delaware		68-0541705		701 Market Street
						St. Louis, MO 63101
						(314) 342-3400
Black Hills Mining Company, LLC		Illinois		32-0049741		701 Market Street, Suite 778
						St. Louis, MO 63101
						(314) 342-3400
Black Stallion Coal Company, LLC		Delaware		20-0657792		701 Market Street, Suite 778
						St. Louis, MO 63101
						(314) 342-3400

	State or Other				Address, including Zip Code,
	Jurisdiction of		IRS Employer		and Telephone Number, including
Exact Name of Registrant	Incorporation or		Identification		Area Code, of Registrant’s
as Specified in its Charter	Organization		Number		Principal Executive Offices
Bluegrass Coal Company		Delaware		43-1540253		701 Market Street, Suite 710
						St. Louis, MO 63101-1826
						(314) 342-3400
BTU Venezuela LLC		Delaware		20-0766113		701 Market Street, Suite 719
						St. Louis, MO 63101
						(314) 342-3400
BTU Worldwide, Inc.		Delaware		20-0480084		701 Market Street
						St. Louis, MO 63101
						(314) 342-3400
Caballo Coal Company		Delaware		83-0309633		1013 Boxelder
						Caller Box 3037
						Gillette, WY 82717
						(307) 687-6900
Charles Coal Company		Delaware		04-2698757		202 Laidley Tower, P.O. Box 1233
						Charleston, WV 25324
						(304) 344-0300
Cleaton Coal Company		Delaware		43-1887526		701 Market Street
						Suite 703
						St. Louis, MO 63101
						(314) 342-3400
Coal Properties Corp.		Delaware		04-2702708		202 Laidley Tower, P.O. Box 1233
						Charleston, WV 25324
						(304) 344-0300
Colony Bay Coal Company		West Virginia		55-0604613		202 Laidley Tower, P.O. Box 1233
						Charleston, WV 25324
						(304) 344-0300
Cook Mountain Coal Company		Delaware		55-0732291		202 Laidley Tower, P.O. Box 3506
						Charleston, WV 25324
						(304) 344-0300
Cottonwood Land Company		Delaware		43-1721982		301 N. Memorial Drive, Suite 334
						St. Louis, MO 63102
						(314) 342-7610
Cyprus Creek Land Company		Delaware		73-1625890		701 Market Street
						Suite 772
						St. Louis, MO 63101
						(314) 342-3400
Cyprus Creek Land Resources, LLC		Delaware		75-3058264		701 Market Street
						Suite 775
						St. Louis, MO 63101
						(314) 342-3400
EACC Camps, Inc.		West Virginia		25-0600150		202 Laidley Tower, P.O. Box 1233
						Charleston, WV 25324
						(304) 344-0300
Eagle Coal Company		Indiana		35-1989964		414 South Fares
						Evansville, IN 47714
						(812) 424-9000
Eastern Associated Coal Corp.		West Virginia		25-1125516		202 Laidley Tower, P.O. Box 1233
						Charleston, WV 25324
						(304) 344-0300
Eastern Royalty Corp.		Delaware		04-2698759		202 Laidley Tower, P.O. Box 1233
						Charleston, WV 25324
						(304) 344-0300

	State or Other				Address, including Zip Code,
	Jurisdiction of		IRS Employer		and Telephone Number, including
Exact Name of Registrant	Incorporation or		Identification		Area Code, of Registrant’s
as Specified in its Charter	Organization		Number		Principal Executive Offices
Empire Marine, LLC		Indiana		37-1272532		414 South Fares
						Evansville, IN 47714
						(812) 424-9000
Falcon Coal Company		Indiana		35-2006760		414 South Fares
						Evansville, IN 47714
						(812) 424-9000
Gallo Finance Company		Delaware		43-1823616		701 Market Street
						Suite 713
						St. Louis, MO 63101
						(314) 342-3400
GIBCO Motor Express, LLC		Indiana		35-2078446		414 South Fares
						Evansville, IN 47714
						(812) 424-9000
Gold Fields Chile, S.A.		Delaware		13-3004607		14062 Denver West Parkway
						Suite 110
						Golden, CO 63102
						(303) 271-3600
Gold Fields Mining Corporation		Delaware		36-2079582		14062 Denver West Parkway
						Suite 110
						Golden, CO 63102
						(303) 271-3600
Gold Fields Operating Co.-Ortiz		Delaware		22-2204381		14062 Denver West Parkway
						Suite 110
						Golden, CO 80401-3301
						(303) 271-3600
Grand Eagle Mining, Inc.		Kentucky		61-1250622		19070 Highway 1078 South
						Henderson, KY 42420
						(502) 546-7926
Hayden Gulch Terminal, Inc.		Delaware		86-0719481		P.O. Box 882323
						Steamboat Springs, CO 80488
						(314) 342-3400
Highland Mining Company		Delaware		43-1869675		701 Market Street
						Suite 724
						St. Louis, MO 63101-1826
						(314) 342-3400
Highwall Mining Services Company		Delaware		20-0010659		701 Market Street
						Suite 805
						St. Louis, MO 63101
						(314) 342-3400
Hillside Mining Company		West Virginia		55-0695451		202 Laidley Tower
						Charleston, WV 25324
						(304) 340-1830
Independence Material Handling Company		Delaware		43-1750064		701 Market Street, Suite 840
						St. Louis, MO 63101-1826
						(314) 342-3400
Indian Hill Company		Delaware		20-0066123		701 Market Street
						Suite 706
						St. Louis, MO 63101
						(314) 342-3400
Interior Holdings Corp.		Delaware		43-1700075		701 Market Street, Suite 730
						St. Louis, MO 63101-1826
						(314) 342-3400

	State or Other				Address, including Zip Code,
	Jurisdiction of		IRS Employer		and Telephone Number, including
Exact Name of Registrant	Incorporation or		Identification		Area Code, of Registrant’s
as Specified in its Charter	Organization		Number		Principal Executive Offices
James River Coal Terminal Company		Delaware		55-0643770		701 Market Street, Suite 712
						St. Louis, MO 63101-1826
						(314) 342-3400
Jarrell’s Branch Coal Company		Delaware		73-1625894		701 Market Street
						Suite 774
						St. Louis, MO 63101
						(314) 342-3400
Juniper Coal Company		Delaware		43-1744675		701 Market Street, Suite 716
						St. Louis, MO 63101-1826
						(314) 342-3400
Kanawha River Ventures I, LLC		West Virginia		20-0089445		P.O. Box 1233
						Charleston, WV 25324
						(304) 344-0300
Kayenta Mobile Home Park, Inc.		Delaware		86-0773596		P.O. Box 605
						Kayenta, AZ 86033
						(928) 677-3201
Logan Fork Coal Company		Delaware		73-1625895		701 Market Street
						Suite 773
						St. Louis, MO 63101
						(314) 342-3400
Martinka Coal Company		Delaware		55-0716084		202 Laidley Tower, P.O. Box 815
						Charleston, WV 25324-0004
						(304) 344-0300
Midco Supply and Equipment Corporation		Illinois		43-6042249		P.O. Box 14542
						St. Louis, MO 63178
						(314) 342-3400
Midwest Coal Acquisition Corp.		Delaware		20-0217640		701 Market Street
						Suite 722
						St. Louis, MO 63101
						(314) 342-3400
Mountain View Coal Company		Delaware		25-1474206		202 Laidley Tower, P.O. Box 1233
						Charleston, WV 25334-0004
						(304) 344-0300
Mustang Energy Company, L.L.C.		Delaware		43-1898532		701 Market Street
						Suite 953
						St. Louis, MO 63101
						(314) 342-3400
North Page Coal Corp.		West Virginia		31-1210133		202 Laidley Tower, P.O. Box 1233
						Charleston, WV 25334-0004
						(304) 344-0300
Ohio County Coal Company		Kentucky		61-1176239		19070 Highway 1078 South
						Henderson, KY 42420
						(502) 546-7561
Patriot Coal Company, L.P.		Delaware		61-1258748		19070 Highway 1078 South
						Henderson, KY 42420
						(502) 546-9430
PDC Partnership Holdings, Inc.		Delaware		20-0480135		701 Market Street, Suite 709
						St. Louis, MO 63101
						(314) 342-3400
Peabody America, Inc.		Delaware		93-1116066		701 Market Street, Suite 720
						St. Louis, MO 63101-1826
						(314) 342-3400

	State or Other				Address, including Zip Code,
	Jurisdiction of		IRS Employer		and Telephone Number, including
Exact Name of Registrant	Incorporation or		Identification		Area Code, of Registrant’s
as Specified in its Charter	Organization		Number		Principal Executive Offices
Peabody Archveyor, L.L.C.		Delaware		43-1898535		701 Market Street
						Suite 751
						St. Louis, MO 63101
						(314) 342-3400
Peabody Coal Company		Delaware		13-2606920		701 Market Street
						St. Louis, MO 63101
						(314) 342-3400
Peabody COALSALES Company		Delaware		43-1610419		701 Market Street
						St. Louis, MO 63101
						(314) 342-3400
Peabody COALTRADE, Inc.		Delaware		43-1666743		701 Market Street
						St. Louis, MO 63101
						(314) 342-3400
Peabody Development Company, LLC		Delaware		43-1265557		301 North Memorial Drive
						Suite 300
						St. Louis, MO 63102
						(314) 342-7610
Peabody Development Land Holdings, LLC		Delaware		43-1869432		701 Market Street
						Suite 700
						St. Louis, MO 63101
						(314) 342-3400
Peabody Energy Generation Holding Company		Delaware		73-1625891		St. Louis, MO 63101
						701 Market Street
						Suite 930
						(314) 342-3400
Peabody Energy Investments, Inc.		Delaware		68-0541702		701 Market Street
						Suite 717
						St. Louis, MO 63101
						(314) 342-3400
Peabody Energy Solutions, Inc.		Delaware		43-1753832		701 Market Street, Suite 845
						St. Louis, MO 63101
						(314) 342-7600
Peabody Holding Company, Inc.		New York		13-2871045		701 Market Street, Suite 700
						St. Louis, MO 63101-1826
						(314) 342-3400
Peabody Natural Gas, LLC		Delaware		43-1890836		701 Market Street
						Suite 740
						St. Louis, MO 63101
						(314) 342-3400
Peabody Natural Resources Company		Delaware		51-0332232		701 Market Street, Suite 718
						St. Louis, MO 63101
						(314) 342-3400
Peabody PowerTree Investments, LLC		Delaware		20-0116980		701 Market Street
						Suite 954
						St. Louis, MO 63101
						(314) 342-3400
Peabody Recreational Lands, L.L.C.		Delaware		43-1898382		701 Market Street
						Suite 920
						St. Louis, MO 63101
						(314) 342-3400

	State or Other				Address, including Zip Code,
	Jurisdiction of		IRS Employer		and Telephone Number, including
Exact Name of Registrant	Incorporation or		Identification		Area Code, of Registrant’s
as Specified in its Charter	Organization		Number		Principal Executive Offices
Peabody Southwestern Coal Company		Delaware		43-1898372		St. Louis, MO 63101-1826
						701 Market Street
						Suite 718
						(314) 342-3400
Peabody Terminals, Inc.		Delaware		31-1035824		701 Market Street, Suite 712
						St. Louis, MO 63101
						(314) 342-3400
Peabody Venezuela Coal Corp.		Delaware		43-1609813		701 Market Street, Suite 715
						St. Louis, MO 63101-1826
						(314) 342-3400
Peabody-Waterside Development, L.L.C.		Delaware		75-3098342		701 Market Street
						Suite 921
						St. Louis, MO 63101
						(314) 342-3400
Peabody Western Coal Company		Delaware		86-0766626		P.O. Box 605
						Kayenta, AZ 86033
						(928) 677-3201
PEC Equipment Company, LLC		Delaware		20-0217950		701 Market Street
						Suite 726
						St. Louis, MO 63101
						(314) 342-3400
Pine Ridge Coal Company		Delaware		55-0737187		202 Laidley Tower
						Charleston, WV 25324
						(304) 344-0300
Point Pleasant Dock Company, LLC		Delaware		20-0117005		701 Market Street
						Suite 708
						St. Louis, MO 63101
						(314) 342-3400
Pond Creek Land Resources, LLC		Delaware		75-3058253		701 Market Street
						Suite 776
						St. Louis, MO 63101
						(314) 342-3400
Pond River Land Company		Delaware		73-1625893		701 Market Street
						Suite 771
						St. Louis, MO 63101
						(314) 342-3400
Porcupine Production, LLC		Delaware		43-1898379		701 Market Street
						Suite 700
						St. Louis, MO 63101
						(314) 342-3400
Porcupine Transportation, LLC		Delaware		43-1898380		701 Market Street
						Suite 700
						St. Louis, MO 63101
						(314) 342-3400
Powder River Coal Company		Delaware		43-0996010		1013 East Boxelder
						Gillette, WY 82718
						(307) 687-6900
Prairie State Generating Company, LLC		Delaware		43-1941772		701 Market Street
						Suite 781
						St. Louis, MO 63101
						(314) 342-3400

	State or Other				Address, including Zip Code,
	Jurisdiction of		IRS Employer		and Telephone Number, including
Exact Name of Registrant	Incorporation or		Identification		Area Code, of Registrant’s
as Specified in its Charter	Organization		Number		Principal Executive Offices
Rio Escondido Coal Corp.		Delaware		74-2666822		P.O. Box 66746
						St. Louis, MO 63166
						(314) 342-3400
Rivers Edge Mining, Inc.		Delaware		43-1898371		701 Market Street
						Suite 910
						St. Louis, MO 63101
						(314) 342-3400
Riverview Terminal Company		Delaware		13-2899722		14062 Denver West Parkway
						Suite 110
						Golden, CO 80401-3301
						(606) 739-5752
Seneca Coal Company		Delaware		84-1273892		Drawer D
						Hayden, CO 81639
						(970) 276-3707
Sentry Mining Company		Delaware		43-1540251		701 Market Street, Suite 701
						St. Louis, MO 63101-1826
						(314) 342-3400
Snowberry Land Company		Delaware		43-1721980		301 N. Memorial Drive, Suite 333
						St. Louis, MO 63102
						(314) 342-3400
Star Lake Energy Company, L.L.C.		Delaware		43-1898533		701 Market Street
						6th Floor — Suite 951
						St. Louis, MO 63101
						(314) 342-3400
Sterling Smokeless Coal Company		West Virginia		55-0463558		202 Laidley Tower, P.O. Box 1233
						Charleston, WV 25324
						(314) 344-0300
Sugar Camp Properties		Indiana		35-2130006		414 South Fares
						Evansville, IN 47714
						(812) 424-9000
Thoroughbred, L.L.C.		Delaware		43-1686687		701 Market Street
						Suite 815
						St. Louis, MO 63101
						(314) 342-3400
Thoroughbred Generating Company, L.L.C.		Delaware		43-1898534		701 Market Street
						Suite 780
						St. Louis, MO 63101
						(314) 342-3400
Thoroughbred Mining Company, L.L.C.		Delaware		73-1625889		701 Market Street
						Suite 721
						St. Louis, MO 63101
						(314) 342-3400
Waterside-Marissa Development, L.L.C.		Delaware		20-0578498		701 Market Street
						Suite 922
						St. Louis, MO 63101
						(314) 342-3400
Williamsville Coal Company, LLC.		Delaware		20-0217834		701 Market Street
						Suite 723
						St. Louis, MO 63101
						(314) 342-3400
Yankeetown Dock Corporation		Indiana		35-0923438		P.O. Box 159
						Newburgh, IN 47629-0159
						(812) 853-3387

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

$1,250,000,000

Peabody Energy Corporation

Debt Securities

Common Stock

Preferred Stock

Preferred Stock Purchase Rights

Warrants

Units

Subsidiary Guarantors

Guaranteed Debt Securities

Selling Stockholders

10,267,169 Shares of Common Stock

        Peabody Energy Corporation may offer and sell from time to time, in one or more series, any one of the following securities:

•  unsecured debt securities consisting of notes, debentures or other evidences of indebtedness which may be senior debt securities, senior subordinated debt securities or subordinated debt securities,

•  common stock,

•  preferred stock,

•  warrants, and

•  units,

or any combination of these securities. Peabody Energy Corporation’s debt securities may be guaranteed by substantially all of its domestic subsidiaries.

      The selling stockholders identified on page 12 may sell from time to time up to 10,267,169 shares of common stock of Peabody Energy Corporation owned by them. The common stock of Peabody Energy Corporation is traded on the New York Stock Exchange under the symbol “BTU.”

      We will provide more specific information about the terms of an offering of any of these securities in supplements to this prospectus.

      You should read this prospectus, particularly the risk factors beginning on page 4, and in any supplement carefully before investing.

      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2003

TABLE OF CONTENTS

	Page
About This Prospectus		i
Cautionary Notice Regarding Forward-Looking Statements		i
Summary		1
Risk Factors		4
Ratio of Earnings to Fixed Charges		11
Use of Proceeds		11
Dividend Policy		11
Selling Stockholders		12
Description of Debt Securities		13
Description of Capital Stock		18
Description of Warrants		24
Description of Units		25
Description of Other Indebtedness		26
Plan of Distribution		29
Legal Matters		30
Experts		30
Incorporation of Certain Documents by Reference		30

ABOUT THIS PROSPECTUS

      This prospectus describes the general terms of the securities to be offered hereby. A prospectus supplement that will describe the specific amounts, prices and other terms of the securities being offered will be provided to you in connection with each sale of securities offered pursuant to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. To understand the terms of securities offered pursuant to this prospectus, you should carefully read this document with the applicable prospectus supplement. Together, these documents will give the specific terms of the offered securities. You should also read the documents we have incorporated by reference in this prospectus described below under “Incorporation of Certain Documents By Reference.”

      You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents.

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

      Some of the information included in this prospectus and the documents we have incorporated by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to come within the safe harbor protection provided by those sections. These statements relate to future events or our future financial performance. We use words such as “anticipate,” “believe,” “expect,” “may,” “intend,” “plan,” “project,” “will” or other similar words to identify forward-looking statements.

      Without limiting the foregoing, all statements relating to our future outlook, anticipated capital expenditures, future cash flows and borrowings, and sources of funding are forward-looking statements. These forward-looking statements are based on numerous assumptions that we believe are reasonable, but they are

i

open to a wide range of uncertainties and business risks and actual results may differ materially from those discussed in these statements.

      Among the factors that could cause actual results to differ materially are:

•  growth in coal and power markets;

•  coal’s market share of electricity generation;

•  the extent of the economic recovery and future economic conditions;

•  milder than normal weather;

•  railroad and other transportation performance and costs;

•  the ability to renew sales contracts upon expiration or renegotiation;

•  the ability to successfully implement operating strategies;

•  the effectiveness of our cost-cutting measures;

•  regulatory and court decisions;

•  future legislation;

•  changes in postretirement benefit and pension obligations;

•  credit, market and performance risk associated with our customers;

•  modification or termination of our long-term coal supply agreements;

•  reductions of purchases by major customers;

•  risks inherent to mining, including geologic conditions or unforeseen equipment problems;

•  terrorist attacks or threats affecting our or our customers’ operations;

•  changes in interpretation of tax law, including changes in Internal Revenue Service interpretations related to synfuel activities;

•  replacement of reserves;

•  implementation of new accounting standards;

•  inflationary trends and interest rate changes;

•  the effects of interest rate changes on discounting future liabilities;

•  the effects of acquisitions or divestitures; and

•  other factors, including those discussed in “Risk Factors.”

      When considering these forward-looking statements, you should keep in mind the cautionary statements in this document and the documents incorporated by reference. We will not update these statements unless the securities laws require us to do so.

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SUMMARY

      This summary highlights selected information from this prospectus and does not contain all of the information that may be important to you. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide you with a prospectus supplement that will describe the specific amounts, prices and other terms of the securities being offered. The prospectus supplement may also add, update or change information contained in this prospectus. To understand the terms of our securities, you should carefully read this document with the applicable prospectus supplement. Together, these documents will give the specific terms of the securities we are offering. You should also read the documents we have incorporated by reference in this prospectus described below under “Incorporation of Certain Documents by Reference.” When used in this prospectus, the terms “we,” “our,” and “us,” except as otherwise indicated or as the context otherwise indicates, refer to Peabody Energy Corporation and/or its applicable subsidiary or subsidiaries.

The Securities We May Offer

      We may offer and sell from time to time up to an aggregate of $1,250,000,000 of any of the following securities:

•  common stock;

•  debt securities;

•  preferred stock;

•  warrants; and

•  units.

      In addition, we may offer and sell from time to time debt securities that may be guaranteed by substantially all of our domestic subsidiaries. Additionally, certain selling stockholders named herein may offer and sell from time to time up to an aggregate of 10,267,169 shares of common stock of our company owned by them. See “Selling Stockholders”. We will not receive any proceeds from the sale of common stock by the selling stockholders.

Common Stock

      We may issue shares of our common stock, par value $0.01 per share. Holders of common stock are entitled to receive ratably dividends if, as and when dividends are declared from time to time by our board of directors out of funds legally available for that purpose, after payment of dividends required to be paid on outstanding preferred stock or series common stock. Holders of common stock are entitled to one vote per share and vote together, as one class, with the holders of our Series A Junior Participating Preferred Stock. Holders of common stock have no cumulative voting rights in the election of directors. In addition, certain selling stockholders named herein may offer and sell from time to time up to an aggregate of 10,267,169 shares of common stock of our company owned by them.

Debt Securities

      We may offer debt securities, which may be either senior, senior subordinated or subordinated, may be guaranteed by substantially all of our domestic subsidiaries, and may be convertible into shares of our common stock. We may issue debt securities either separately, or together with, upon conversion of or in exchange for other securities. The debt securities that we issue will be issued under one of two indentures among us, US Bank National Association, as trustee and, if guaranteed, the subsidiary guarantors thereto. We have summarized general features of the debt securities that we may issue under “Description of Debt Securities.” We encourage you to read the indentures, forms of which are included as exhibits to the registration statement of which this prospectus forms a part.

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Preferred Stock

      We may issue shares of our preferred stock, par value $0.01 per share, in one or more series. Our board of directors will determine the dividend, voting, conversion and other rights of the series of preferred stock being offered.

Warrants

      We may issue warrants for the purchase of preferred stock or common stock or debt securities of our company. We may issue warrants independently or together with other securities. Warrants sold with other securities as a unit may be attached to or separate from the other securities. We will issue warrants under one or more warrant agreements between us and a warrant agent that we will name in the applicable prospectus supplement.

Units

      We may also issue units comprised of one or more of the other securities described in this prospectus in any combination. Each unit may also include debt obligations of third parties, such as U.S. Treasury securities. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security.

Peabody Energy Corporation

      We are the largest private sector coal company in the world. Our sales of 197.9 million tons of coal in 2002 accounted for 17.9% of all U.S. coal sales and were more than 70% greater than the sales of our closest U.S. competitor. During the period, we sold coal to more than 280 electric generating and industrial plants, fueling the generation of more than 9% of all electricity in the United States and 2% of all electricity in the world. At December 31, 2002, we had 9.1 billion tons of proven and probable coal reserves, approximately double the reserves of any other U.S. coal producer.

      As of December 31, 2002, we owned majority interests in 33 active coal operations located throughout all major U.S. coal producing regions, with 73% of our U.S. 2002 coal sales shipped from the western United States and the remaining 27% from the eastern United States. Most of our production in the western United States is low sulfur coal from the Powder River Basin, the largest and fastest-growing major U.S. coal-producing region. Our overall western U.S. coal production has increased from 37.0 million tons in fiscal year 1990 to 128.0 million tons during 2002, representing a compounded annual growth rate of 11%. In the West, we own and operate mines in Arizona, Colorado, Montana, New Mexico and Wyoming. In the East, we own and operate mines in Illinois, Indiana, Kentucky and West Virginia. We produced 78% of our 2002 sales volume from non-union mines.

      During 2002, 94% of our sales were to U.S. electricity generators. The U.S. coal industry continues to fuel more electricity generation than all other energy sources combined. In 2002, coal-fueled plants generated an estimated 50.2% of the nation’s electricity, followed by nuclear (20.3%), gas-fired (17.9%) and hydroelectric (6.9%) units. We believe that competition for cost-efficient energy will strengthen the demand for coal. We also believe that U.S. and world coal consumption will continue to increase as coal-fueled generating plants utilize their existing excess capacity and as new coal-fueled plants are constructed. Coal is an attractive fuel for electricity generation because it is:

•  Abundant:     Coal makes up more than 85% of fossil fuel reserves in the United States. The nation has an estimated 250-year supply of coal, based on current usage rates.

•  Low-Cost:     At an average delivered price of $1.23 per million British thermal units, or Btu, in 2001, and $1.22 in 2002, coal’s cost advantage over natural gas is significant. The delivered price of natural gas averaged $4.49 per million Btu in 2001, $3.55 in 2002, and $5.91 for the first four months of 2003. In 2001, 20 of the 25 lowest cost major generating plants in the United States were coal-fueled.

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• Increasingly Clean:     Aggregate emissions from U.S. coal-fueled plants have declined significantly since 1970, even as coal consumption by electricity generators has more than tripled.

      Approximately 97% of our coal sales during 2002 were under long-term contracts. As of December 31, 2002, our sales backlog, including backlog subject to price reopener and/or extension provisions, approximated one billion tons. The remaining terms of our long-term contracts range from one to 18 years and have an average volume weighted remaining term of approximately 4.4 years.

      In addition to mining operations, our other energy-related businesses include marketing, brokering and trading coal, coalbed methane production, transportation-related services, third-party coal contract restructuring and the development of coal-fueled generating plants.

      Our principal executive offices are located at 701 Market Street, St. Louis, Missouri 63101-1826, telephone (314) 342-3400.

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RISK FACTORS

      An investment in our securities involves risks, including the risks described in this prospectus and in the other documents which are incorporated herein by reference. Additional risks, including those that relate to any particular securities that we will offer, will be included in the applicable prospectus supplement. You should consider carefully, in addition to the other information contained in or incorporated by reference into this prospectus, the risk factors before investing in any of the securities.

Risks Relating to Our Company

If a substantial portion of our long-term coal supply agreements terminate, our revenues and operating profits could suffer if we were unable to find alternate buyers willing to purchase our coal on comparable terms to those in our contracts.

      A substantial portion of our sales is made under coal supply agreements, which are important to the stability and profitability of our operations. The execution of a satisfactory coal supply agreement is frequently the basis on which we undertake the development of coal reserves required to be supplied under the contract. For the year ended December 31, 2002, 97% of our sales volume was sold under long-term coal supply agreements. At December 31, 2002, our coal supply agreements had remaining terms ranging from one to 18 years and an average volume-weighted remaining term of approximately 4.4 years.

      Many of our coal supply agreements contain provisions that permit the parties to adjust the contract price upward or downward at specified times. We may adjust these contract prices based on inflation or deflation and/or changes in the factors affecting the cost of producing coal, such as taxes, fees, royalties and changes in the laws regulating the mining, production, sale or use of coal. In a limited number of contracts, failure of the parties to agree on a price under those provisions may allow either party to terminate the contract. We sometimes experience a reduction in coal prices in new long-term coal supply agreements replacing some of our expiring contracts. Coal supply agreements also typically contain force majeure provisions allowing temporary suspension of performance by us or the customer during the duration of specified events beyond the control of the affected party. Most coal supply agreements contain provisions requiring us to deliver coal meeting quality thresholds for certain characteristics such as Btu, sulfur content, ash content, grindability and ash fusion temperature. Failure to meet these specifications could result in economic penalties, including price adjustments, the rejection of deliveries or termination of the contracts. Moreover, some of these agreements permit the customer to terminate the contract if transportation costs, which our customers typically bear, increase substantially. In addition, some of these contracts allow our customers to terminate their contracts in the event of changes in regulations affecting our industry that increase the price of coal beyond specified limits.

      The operating profits we realize from coal sold under supply agreements depend on a variety of factors. In addition, price adjustment and other provisions may increase our exposure to short-term coal price volatility provided by those contracts. If a substantial portion of our coal supply agreements were modified or terminated, we could be materially adversely affected to the extent that we are unable to find alternate buyers for our coal at the same level of profitability. Some of our coal supply agreements are for prices above current market prices. Although market prices for coal increased in most regions in 2001, market prices for coal decreased in most regions in 2002. Pricing has improved both for eastern and western coal regions during the first nine months of 2003. As a result, we cannot predict the future strength of the coal market and cannot assure you that we will be able to replace existing long-term coal supply agreements at the same prices or with similar profit margins when they expire. In addition, three of our coal supply agreements are the subject of ongoing litigation and arbitration.

The loss of, or significant reduction in, purchases by our largest customers could adversely affect our revenues.

      For the year ended December 31, 2002, we derived 28% of our total coal revenues from sales to our five largest customers. At December 31, 2002, we had 31 coal supply agreements with these customers that expire

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at various times from 2003 to 2015. We are currently discussing the extension of existing agreements or entering into new long-term agreements with some of these customers, but these negotiations may not be successful and those customers may not continue to purchase coal from us under long-term coal supply agreements. If a number of these customers were to significantly reduce their purchases of coal from us, or if we were unable to sell coal to them on terms as favorable to us as the terms under our current agreements, our financial condition and results of operations could suffer materially.

      In addition, we sold 4.6 million tons of coal to the Mohave Generating Station in 2002. We have a long-term coal supply agreement with the owners of the Mohave Generating Station that expires on December 31, 2005, but may be renewed as provided in the agreement. There is a dispute with the Hopi Tribe regarding the use of groundwater in the transportation of coal by pipeline to the Mohave Generating Station. Also, Southern California Edison (the majority owner and operator of the plant) is involved in a California Public Utilities Commission proceeding related to recovery of future capital expenditures for new pollution abatement equipment for the station. Alternatively, Southern California Edison has asked for authorization to spend money for the shutdown of the Mohave plant. In a July 2003 filing with the California Public Utilities Commission, the operator affirmed that the Mohave plant is not forecast to return to service as a coal-fired resource until mid-2009 at the earliest. We are in active discussions to resolve the complex issues critical to the continuation of the operation of the Mohave Generating Station and the renewal of the coal supply agreement after December 31, 2005. We cannot assure you that the issues critical to the continued operation of the Mohave Generating Station will be resolved. If the issues are not resolved in a timely manner, the Mohave Generating Station will cease or be suspended on December 31, 2005. The Mohave Generating Station is the sole customer of our Black Mesa Mine, which produces and sells 4.5 to 5.0 million tons of coal per year. If we are unable to renew the coal supply agreement with the Mohave Generating Station, our financial condition and results of operations could be adversely affected after 2005.

Our substantial indebtedness could adversely affect our financial performance and prevent us from fulfilling our debt and other financial obligations.

      Our financial performance could be affected by our substantial indebtedness. As of June 30, 2003, our total indebtedness was approximately $1,203.6 million, and we had $367.3 million of borrowings available under our revolving credit facility. We may also incur additional indebtedness in the future.

      The degree to which we are leveraged could have important consequences, including, but not limited to:

•  making it more difficult for us to pay interest and satisfy our debt obligations;

•  increasing our vulnerability to general adverse economic and industry conditions;

•  requiring the dedication of a substantial portion of our cash flow from operations to the payment of principal of, and interest on, our indebtedness, thereby reducing the availability of the cash flow to fund working capital, capital expenditures or other general corporate uses;

•  limiting our ability to obtain additional financing to fund future working capital, capital expenditures or other general corporate requirements;

•  limiting our flexibility in planning for, or reacting to, changes in our business and in the coal industry; and

•  placing us at a competitive disadvantage compared to less leveraged competitors.

      In addition, our indebtedness subjects us to financial and other restrictive covenants. Failure by us to comply with these covenants could result in an event of default which, if not cured or waived, could have a material adverse effect on us. Furthermore, substantially all of our assets secure our indebtedness under our credit facility.

      If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to sell assets, seek additional capital or seek to restructure or refinance our indebtedness. These

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alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to sell material assets or operations to attempt to meet our debt service and other obligations. Our credit facility and the indenture governing our 6 7/8% senior notes due 2013 restrict our ability to sell assets and use the proceeds from the sales. We may not be able to consummate those sales or obtain the proceeds that we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due.

We require a significant amount of cash to service our indebtedness. Our ability to generate cash depends on many factors beyond our control.

      Our ability to pay principal and interest on and to refinance our debt depends upon the operating performance of our subsidiaries, which will be affected by, among other things, general economic, financial, competitive, legislative, regulatory and other factors, some of which are beyond our control.

      Based on our current level of operations, we believe our cash flow from operations, available cash and available borrowings under our credit facility will be adequate to meet our future liquidity needs for at least the next year, barring any unforeseen circumstances that are beyond our control. We cannot assure you, however, that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our credit facility or otherwise in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including our credit facility and or senior notes, on commercially reasonable terms, on terms acceptable to us or at all.

If transportation for our coal becomes unavailable or uneconomic for our customers, our ability to sell coal could suffer.

      Transportation costs represent a significant portion of the total cost of coal and, as a result, the cost of transportation is a critical factor in a customer’s purchasing decision. Increases in transportation costs could make coal a less competitive source of energy or could make some of our operations less competitive than other sources of coal. Certain coal supply agreements permit the customer to terminate the contract if the cost of transportation increases by an amount ranging from 10% to 20% in any given 12-month period.

      Coal producers depend upon rail, barge, trucking, overland conveyor and other systems to deliver coal to markets. While U.S. coal customers typically arrange and pay for transportation of coal from the mine to the point of use, disruption of these transportation services because of weather-related problems, strikes, lock-outs or other events could temporarily impair our ability to supply coal to our customers and thus could adversely affect our results of operations. For example, the high volume of coal shipped from all Powder River Basin mines could create temporary congestion on the rail systems servicing that region.

Risks inherent to mining could increase the cost of operating our business.

      Our mining operations are subject to conditions beyond our control that can delay coal deliveries or increase the cost of mining at particular mines for varying lengths of time. These conditions include weather and natural disasters, unexpected maintenance problems, key equipment failures, variations in coal seam thickness, variations in the amount of rock and soil overlying the coal deposit, variations in rock and other natural materials and variations in geologic conditions.

The government extensively regulates our mining operations, which imposes significant costs on us, and future regulations could increase those costs or limit our ability to produce coal.

      Federal, state and local authorities regulate the coal mining industry with respect to matters such as employee health and safety, permitting and licensing requirements, air quality standards, water pollution, plant and wildlife protection, reclamation and restoration of mining properties after mining is completed, the discharge of materials into the environment, surface subsidence from underground mining and the effects that mining has on groundwater quality and availability. In addition, significant legislation mandating specified

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benefits for retired coal miners affects our industry. Numerous governmental permits and approvals are required for mining operations. We are required to prepare and present to federal, state or local authorities data pertaining to the effect or impact that any proposed exploration for or production of coal may have upon the environment. The costs, liabilities and requirements associated with these regulations may be costly and time-consuming and may delay commencement or continuation of exploration or production operations. The possibility exists that new legislation and/or regulations and orders may be adopted that may materially adversely affect our mining operations, our cost structure and/or our customers’ ability to use coal. New legislation or administrative regulations (or judicial interpretations of existing laws and regulations), including proposals related to the protection of the environment that would further regulate and tax the coal industry, may also require us or our customers to change operations significantly or incur increased costs. The majority of our coal supply agreements contain provisions that allow a purchaser to terminate its contract if legislation is passed that either restricts the use or type of coal permissible at the purchaser’s plant or results in specified increases in the cost of coal or its use. These factors and legislation, if enacted, could have a material adverse effect on our financial condition and results of operations.

      In addition, the United States and over 160 other nations are signatories to the 1992 Framework Convention on Climate Change, which is intended to limit emissions of greenhouse gases, such as carbon dioxide. In December 1997, in Kyoto, Japan, the signatories to the convention established a binding set of emission targets for developed nations. Although the specific emission targets vary from country to country, the United States would be required to reduce emissions to 93% of 1990 levels over a five-year budget period from 2008 through 2012. Although the United States has not ratified the emission targets and no comprehensive regulations focusing on U.S. greenhouse gas emissions are in place, these restrictions, whether through ratification of the emission targets or other efforts to stabilize or reduce greenhouse gas emissions, could adversely impact the price of and demand for coal. According to the Energy Information Administration’s Emissions of Greenhouse Gases in the United States 2001, coal accounts for 32% of greenhouse gas emissions in the United States, and efforts to control greenhouse gas emissions could result in reduced use of coal if electricity generators switch to sources of fuel with lower carbon dioxide emissions. Further developments in connection with regulations or other limits on carbon dioxide emissions could have a material adverse effect on our financial condition or results of operations.

Our expenditures for postretirement benefit and pension obligations could be materially higher than we have predicted if our underlying assumptions prove to be incorrect.

      We provide postretirement health and life insurance benefits to eligible union and non-union employees. We calculated the total accumulated postretirement benefit obligation under Statement of Financial Accounting Standards No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions,” which we estimate had a present value of $1,031.7 million as of December 31, 2002, $72.1 million of which was a current liability. We have estimated these unfunded obligations based on assumptions described in the notes to our consolidated financial statements incorporated herein by reference. If our assumptions do not materialize as expected, cash expenditures and costs that we incur could be materially higher. Moreover, regulatory changes could increase our obligations to provide these or additional benefits.

      We are party to an agreement with the Pension Benefit Guaranty Corporation, or the PBGC, and TXU Europe Limited, an affiliate of our former parent corporation, under which we are required to make specified contributions to two of our defined benefit pension plans and to maintain a $37.0 million letter of credit in favor of the PBGC. If we or the PBGC give notice of an intent to terminate one or more of the covered pension plans in which liabilities are not fully funded, or if we fail to maintain the letter of credit, the PBGC may draw down on the letter of credit and use the proceeds to satisfy liabilities under the Employee Retirement Income Security Act of 1974, as amended. The PBGC, however, is required to first apply amounts received from a $110.0 million guaranty in place from TXU Europe Limited in favor of the PBGC before it draws on our letter of credit. On November 19, 2002 TXU Europe Limited was placed under the administration process in the United Kingdom (a process similar to bankruptcy proceedings in the United States). As a result of these proceedings, TXU Europe Limited may be liquidated or otherwise reorganized in such a way as to relieve it of its obligations under its guaranty.

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      In addition, certain of our subsidiaries participate in two multi-employer pension funds and have an obligation to contribute to a multi-employer defined contribution benefit fund. Contributions to these funds could increase as a result of future collective bargaining with the United Mine Workers of America, a shrinking contribution base as a result of the insolvency of other coal companies who currently contribute to these funds, lower than expected returns on pension fund assets, higher medical and drug costs or other funding deficiencies. Certain of our subsidiaries are statutorily obligated to contribute to the 1992 Fund under the Coal Industry Retiree Health Benefit Act of 1992.

Our future success depends upon our ability to continue acquiring and developing coal reserves that are economically recoverable.

      Our recoverable reserves decline as we produce coal. We have not yet applied for the permits required or developed the mines necessary to use all of our reserves. Furthermore, we may not be able to mine all of our reserves as profitably as we do at our current operations. Our future success depends upon our conducting successful exploration and development activities or acquiring properties containing economically recoverable reserves. Our current strategy includes increasing our reserve base through acquisitions of government and other leases and producing properties and continuing to use our existing properties. The federal government also leases natural gas and coalbed methane reserves in the west, including in the Powder River Basin. Some of these natural gas and coalbed methane reserves are located on, or adjacent to, some of our Powder River Basin reserves, potentially creating conflicting interests between us and lessees of those interests. Other lessees’ rights relating to these mineral interests could prevent, delay or increase the cost of developing our coal reserves. These lessees may also seek damages from us based on claims that our coal mining operations impair their interests. Additionally, the federal government limits the amount of federal land that may be leased by any company to 150,000 acres nationwide. As of December 31, 2002, we leased or had applied to lease a total of 69,402 acres from the federal government. The limit could restrict our ability to lease additional federal lands.

      Our planned development and exploration projects and acquisition activities may not result in significant additional reserves and we may not have continuing success developing additional mines. Most of our mining operations are conducted on properties owned or leased by us. Because title to most of our leased properties and mineral rights are not thoroughly verified until a permit to mine the property is obtained, our right to mine some of our reserves may be materially adversely affected if defects in title or boundaries exist. In addition, in order to develop our reserves, we must receive various governmental permits. We cannot predict whether we will continue to receive the permits necessary for us to operate profitably in the future. We may not be able to negotiate new leases from the government or from private parties or obtain mining contracts for properties containing additional reserves or maintain our leasehold interest in properties on which mining operations are not commenced during the term of the lease. From time to time, we have experienced litigation with lessors of our coal properties and with royalty holders.

If the coal industry experiences overcapacity in the future, our profitability could be impaired.

      During the mid-1970s and early 1980s, a growing coal market and increased demand for coal attracted new investors to the coal industry, spurred the development of new mines and resulted in added production capacity throughout the industry, all of which led to increased competition and lower coal prices. Similarly, an increase in future coal prices could encourage the development of expanded capacity by new or existing coal producers. Any overcapacity could reduce coal prices in the future.

Our financial condition could be negatively affected if we fail to maintain satisfactory labor relations.

      As of December 31, 2002, the United Mine Workers of America represented approximately 31% of our employees, who produced 19% of our coal sales volume during 2002. An additional 4% of our employees are represented by labor unions other than the United Mine Workers of America. These employees produced 3% of our coal sales volume during 2002. Because of the higher labor costs and the increased risk of strikes and other work-related stoppages that may be associated with union operations in the coal industry, our non-unionized competitors may have a competitive advantage in areas where they compete with our unionized

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operations. If some or all of our current non-union operations were to become unionized, we could incur an increased risk of work stoppages, reduced productivity and higher labor costs. The 10-month United Mine Workers of America strike in 1993 had a material adverse effect on us. Two of our subsidiaries, Peabody Coal Company and Eastern Associated Coal Corp., operate under a union contract that is in effect through December 31, 2006. Peabody Western Coal Company operates under a union contract that is in effect through September 1, 2005.

Our operations could be adversely affected if we fail to maintain required surety bonds.

      Federal and state laws require bonds to secure our obligations to reclaim lands used for mining, to pay federal and state workers’ compensation, to secure coal lease obligations and to satisfy other miscellaneous obligations. As of December 31, 2002, we had outstanding surety bonds with third parties for post-mining reclamation totaling $622.6 million. Furthermore, we had an additional $166.1 million of surety bonds in place for workers’ compensation and retiree healthcare obligations and $69.0 million of surety bonds securing coal leases. These bonds are typically renewable on a yearly basis. It has become increasingly difficult for us to secure new surety bonds or renew bonds without the posting of partial collateral. In addition, surety bond costs have increased while the market terms of surety bonds have generally become less favorable to us. Surety bond issuers and holders may not continue to renew the bonds or may demand additional collateral upon those renewals. Our failure to maintain, or inability to acquire, surety bonds that are required by state and federal law would have a material adverse effect on us. That failure could result from a variety of factors including the following:

•  lack of availability, higher expense or unfavorable market terms of new surety bonds;

•  restrictions on the availability of collateral for current and future third-party surety bond issuers under the terms of our indenture or credit facility; and

•  the exercise by third-party surety bond issuers of their right to refuse to renew the surety.

Lehman Brothers Merchant Banking has significant influence on all stockholder votes.

      Prior to the offering of any of the shares of common stock offered in this prospectus, Lehman Brothers Merchant Banking and its affiliates beneficially owned approximately 18.9% of our common stock. As a result, Lehman Brothers Merchant Banking will be able to influence the election of some of our directors. We have retained affiliates of Lehman Brothers Merchant Banking to perform advisory and financing services for us in the past, and may continue to do so in the future.

Our ability to operate our company effectively could be impaired if we lose key personnel.

      We manage our business with a number of key personnel, the loss of a number of whom could have a material adverse effect on us. In addition, as our business develops and expands, we believe that our future success will depend greatly on our continued ability to attract and retain highly skilled and qualified personnel. We cannot assure you that key personnel will continue to be employed by us or that we will be able to attract and retain qualified personnel in the future. We do not have “key person” life insurance to cover our executive officers. Failure to retain or attract key personnel could have a material adverse effect on us.

Terrorist attacks and threats, escalation of military activity in response to such attacks or acts of war may negatively affect our business, financial condition and results of operations.

      Terrorist attacks and threats, escalation of military activity in response to such attacks or acts of war may negatively affect our business, financial condition and results of operations. Our business is affected by general economic conditions, fluctuations in consumer confidence and spending, and market liquidity, which can decline as a result of numerous factors outside of our control, such as terrorist attacks and acts of war. Future terrorist attacks against U.S. targets, rumors or threats of war, actual conflicts involving the United States or its allies, or military or trade disruptions affecting our customers may materially adversely affect our operations. As a result, there could be delays or losses in transportation and deliveries of coal to our customers,

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decreased sales of our coal and extension of time for payment of accounts receivable from our customers. Strategic targets such as energy-related assets may be at greater risk of future terrorist attacks than other targets in the United States. In addition, disruption or significant increases in energy prices could result in government-imposed price controls. It is possible that any, or a combination, of these occurrences could have a material adverse effect on our business, financial condition and results of operations.

Our ability to collect payments from our customers could be impaired if their creditworthiness deteriorates.

      Our ability to receive payment for coal sold and delivered depends on the continued creditworthiness of our customers. Our customer base is changing with deregulation as utilities sell their power plants to their non-regulated affiliates or third parties. These new power plant owners may have credit ratings that are below investment grade. In addition, the creditworthiness of certain of our customers and trading counterparties has deteriorated due to lower than anticipated demand for energy and lower volume and volatility in the traded energy markets in 2002. If deterioration of the creditworthiness of other electric power generator customers or trading counterparties continues, our $140.0 million accounts receivable securitization program and our business could be adversely affected.

Our certificate of incorporation and by-laws include provisions that may discourage a takeover attempt.

      Provisions contained in our certificate of incorporation and by-laws and Delaware law could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our stockholders. Provisions of our by-laws and certificate of incorporation impose various procedural and other requirements that could make it more difficult for stockholders to effect certain corporate actions. For example, a change of control of our company may be delayed or deterred as a result of the stockholders’ rights plan adopted by our board of directors. These provisions could limit the price that certain investors might be willing to pay in the future for shares of our common stock and may have the effect of delaying or preventing a change in control.

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RATIO OF EARNINGS TO FIXED CHARGES

      The ratio of earnings to fixed charges presented below should be read together with the financial statements and the notes accompanying them and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2002 and our Quarterly Report on Form 10-Q for the six months ended June 30, 2003, each incorporated by reference into this prospectus. For purposes of the computation of the ratio of earnings to fixed charges, earnings consist of income before income taxes and minority interests plus fixed charges. Fixed charges consist of interest expense on all indebtedness plus the interest component of lease rental expense. A ratio of combined fixed charges and preferred stock dividends to earnings will be included as necessary in the applicable prospectus supplement if we issue and sell preferred stock thereunder.

Predecessor

Company

April 1,

May 20,

Nine Months

Six Months

1998 to

1998 to

Year Ended

Year Ended

Ended

Year Ended

Ended

May 19,

March 31,

Total Fiscal

March 31,

March 31,

December 31,

December 31,

June 30,

1998

1999

1999(1)

2000

2001

2001

2002

2003

Ratio of Earnings to Fixed Charges (unaudited)(2)

2.02x

1.00x

1.03x

0.97x

1.63x

1.23x

1.50x

0.48x

(1)	For comparative purposes, we derived the “Total Fiscal 1999” column by adding the period from May 20, 1998 to March 31, 1999 with our predecessor company results for the period from April 1, 1998 to May 19, 1998. The effects of purchase accounting have not been reflected in the results of our predecessor company.
(2)	Earnings were insufficient to cover fixed charges by $0.5 million for the period from May 20, 1998 to March 31, 1999, $7.4 million for the year ended March 31, 2000 and $41.6 million for the six months ended June 30, 2003. Excluding $53.5 million of early debt extinguishment costs incurred in the six months ended June 30, 2003, the ratio of earnings to fixed charges was 1.2x during this period.

USE OF PROCEEDS

      Unless otherwise indicated in the prospectus supplement, we will use all or a portion of the net proceeds from the sale of our securities offered by this prospectus and the prospectus supplement for general corporate purposes. General corporate purposes may include repayment of other debt, capital expenditures, possible acquisitions and any other purposes that may be stated in any prospectus supplement. The net proceeds may be invested temporarily or applied to repay short-term or revolving debt until they are used for their stated purpose.

DIVIDEND POLICY

      We currently declare and pay quarterly dividends of $0.125 per share. The declaration and payment of dividends and the amount of dividends will depend on our results of operations, financial condition, cash requirements, future prospects, any limitations imposed by our debt instruments and other factors deemed relevant by our board of directors. Our senior credit facility, as amended, allows us to pay dividends of up to $50.0 million plus 25% of net income each year. The indenture governing our 6 7/8% senior notes due 2013 permits us to pay dividends of up to the greater of $35.0 million per calendar year, or additional amounts based on, among other things, the sum of 50% of our cumulative defined net income since July 1, 1998 and 100% of the proceeds from the sale of equity interests in our company since July 1, 1998. However, our board of directors will determine the actual amount of any dividends.

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SELLING STOCKHOLDERS

      The following table sets forth information concerning ownership of our capital stock as of October 20, 2003 by each selling stockholder. As of October 20, 2003, there were 54.2 million shares of our common stock outstanding.

Number of Shares

to be Beneficially

Owned After the Sale

Maximum

of the Maximum

As of October 20, 2003

Number of

Number of Shares

Shares to be

Name and Address of Beneficial Owner

Shares(1)

Percent

Sold

Shares(1)

Percent

Lehman Brother Merchant Banking Partners II L.P. and affiliates(2) c/o Lehman Brothers Holdings Inc 745 Seventh Avenue, 25th Floor, New York, NY 10019

10,267,169

18.9

%

10,267,169

—

0

%

(1)

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and investment power with respect to shares. Unless otherwise indicated, the persons named in the table have sole voting and sole investment control with respect to all shares beneficially owned.

(2)

An aggregate of 10,267,169 shares (before any offering under this prospectus) are held by Lehman Brothers Merchant Banking Partners II L.P., Lehman Brothers Offshore Investment Partners II L.P., Lehman Brothers Capital Partners III L.P., Lehman Brothers IV L.P., Lehman Brothers MBG Partners 1998 (A) L.P., Lehman Brothers MBG Partners 1998 (B) L.P., Lehman Brothers MBG Partners 1998 (C) L.P. and LB I Group Inc. Affiliates of Lehman Brothers Merchant Banking Partners II L.P. have provided various services to us in the past.

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DESCRIPTION OF DEBT SECURITIES

      The following description of the terms of the debt securities summarizes certain general terms that will apply to the debt securities offered by us. The description is not complete, and we refer you to the indentures, forms of which are included as exhibits to the registration statement of which this prospectus is a part. In addition, the terms described below may be amended, supplemented or otherwise modified pursuant to one or more supplemental indentures. Any such amendments, supplements or modifications will be set forth in the applicable prospectus supplement. Capitalized items have the meanings assigned to them in the indentures. The referenced sections of the indentures and the definitions of capitalized terms are incorporated by reference in the following summary.

      The debt securities that we may issue will be senior, senior subordinated or subordinated debt, may be guaranteed by substantially all of our domestic subsidiaries, and may be convertible into shares of our common stock.

      The senior, senior subordinated or subordinated debt securities that we may issue will be issued under separate indentures among us, US Bank National Association, as trustee and, if guaranteed, the subsidiary guarantors thereto. Senior debt securities will be issued under a “Senior Indenture,” senior subordinated debt securities and subordinated debt securities will be issued under a “Subordinated Indenture.” Collectively, we refer to the Senior Indenture and the Subordinated Indenture as the “Indentures.” For purposes of the summary set forth below, “obligor” refers to Peabody Energy Corporation. This summary of the Indentures is qualified by reference to the Indentures. You should refer to the Indentures in addition to reading this summary. The summary is not complete and is subject to the specific terms of the Indentures.

General

      Under the Indentures, we will be able to issue from time to time, in one or more series, an unlimited amount of debt securities. Each time that we issue a new series of debt securities, the supplement to the prospectus relating to that new series will specify the terms of those debt securities, including:

•  designation, amount and denominations;

•  percentage of principal amount at which the debt securities will be issued;

•  maturity date;

•  interest rate and payment dates;

•  terms and conditions of exchanging or converting debt securities for other securities;

•  the currency or currencies in which the debt securities may be issued;

•  redemption terms;

•  whether the debt securities will be guaranteed by our subsidiaries;

•  whether the debt securities and/or any guarantees will be senior, senior subordinated or subordinated; and

•  any other specific terms of the debt securities, including any deleted, modified or additional events of default or remedies or additional covenants provided with respect to the debt securities, and any terms that may be required by or advisable under applicable laws or regulations.

      Unless otherwise specified in any prospectus supplement, the debt securities will be issuable in registered form without coupons and in denominations of $1,000 and any integral multiple thereof. No service charge will be made for any transfer or exchange of any debt securities, but the issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

      Debt securities may bear interest at a fixed rate or a floating rate. Debt securities bearing no interest or interest at a rate that at the time of issuance is below the prevailing market rate may be sold at a discount below their stated principal amount. Special U.S. federal income tax considerations applicable to discounted

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debt securities or to some debt securities issued at par that are treated as having been issued at a discount for U.S. federal income tax purposes will be described in the applicable prospectus supplement.

      In determining whether the holders of the requisite aggregate principal amount of outstanding debt securities of any series have given any request, demand, authorization, direction, notice, consent or waiver under the Indentures, the principal amount of any series of debt securities originally issued at a discount from their stated principal amount that will be deemed to be outstanding for such purposes will be the amount of the principal thereof that would be due and payable as of the date of the determination upon a declaration of acceleration of the maturity thereof.

      Payments relating to the debt securities generally will be paid by us, at US Bank National Association’s corporate trust office. However, we may elect to pay interest by mailing checks directly to the registered holders of the debt securities. You can transfer your debt securities at US Bank National Association’s corporate trust office.

Ranking

      Unless otherwise described in the prospectus supplement for any series, the debt securities that we issue will be unsecured and will rank on a parity with all of our other unsecured and unsubordinated indebtedness.

      We conduct a material amount of our operations through our subsidiaries. Our right to participate as a shareholder in any distribution of assets of any of our subsidiaries (and thus the ability of holders of the debt securities that we issue to benefit as creditors of Peabody Energy Corporation from such distribution) is junior to creditors of that subsidiary. As a result, claims of holders of the debt securities that we issue will generally have a junior position to claims of creditors of our subsidiaries, except to the extent that we may be recognized as a creditor of those subsidiaries or those subsidiaries guarantee the debt securities.

Reopening of Issue

      We may, from time to time, reopen an issue of debt securities without the consent of the holders of the debt securities and issue additional debt securities with the same terms (including maturity and interest payment terms) as debt securities issued on an earlier date. After such additional debt securities are issued they will be fungible with the previously issued debt securities to the extent specified in the applicable prospectus supplement.

Debt Guarantees

      Our debt securities may be guaranteed by substantially all of our domestic subsidiaries, the “subsidiary guarantors.” If debt securities are guaranteed by subsidiary guarantors, that guarantee will be set forth in the applicable Indenture or a supplemental indenture.

      Payments with respect to subsidiary guarantees of our senior subordinated debt securities and subordinated debt securities will be subordinated in right of payment to the prior payment in full of all senior indebtedness of each such subsidiary guarantor to the same extent and manner that payments with respect to our senior subordinated debt securities and subordinated debt securities are subordinated in right of payment to the prior payment in full of all of our senior indebtedness.

Merger and Consolidation

      Unless otherwise described in the prospectus supplement of any series, we may, under the applicable Indenture, without the consent of the holders of debt securities, consolidate with, merge with or into or transfer all or substantially all of our assets to any other corporation organized under the laws of the United States or any of its political subdivisions provided that:

•  the surviving corporation assumes all of our obligations under the applicable Indenture;

•  at the time of such transaction, no event of default, and no event that, after notice or lapse of time, would become an event of default, shall have happened and be continuing; and

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•  certain other conditions are met.

Modification

      Generally, our rights and obligations and the holders’ rights may be modified with the consent of holders of a majority of the outstanding debt securities of each series affected by such modification. However, unless otherwise described in the prospectus supplement of any series, no modification or amendment may occur without the consent of the affected holder of a debt security if that modification or amendment would do any of the following:

•  change the stated maturity date of the principal of, or any installment of interest on, any of the holder’s debt securities;

•  reduce the principal amount of, or the interest (or premium, if any) on, the debt security (including, in the case of a discounted debt security, the amount payable upon acceleration of maturity or provable in bankruptcy);

•  change the currency of payment of the debt security;

•  impair the right to institute suit for the enforcement of any payment on the debt security or adversely affect the right of repayment, if any, at the option of the holder;

•  reduce the percentage of holders of debt securities necessary to modify or amend the applicable Indenture or to waive any past default;

•  release a guarantor from its obligations under its guarantee, other than in accordance with the terms thereof; or

•  modify our obligations to maintain an office or agency in New York City;

A modification that changes a covenant or provision expressly included solely for the benefit of holders of one or more particular series will not affect the rights of holders of debt securities of any other series.

      Each Indenture provides that the obligor and US Bank National Association, as trustee, may make modifications without the consent of the debt security holders in order to do the following:

•  evidence the assumption by a successor entity of the obligations of the obligor under the applicable Indenture;

•  convey security for the debt securities to US Bank National Association;

•  add covenants, restrictions or conditions for the protection of the debt security holders;

•  provide for the issuance of debt securities in coupon or fully registered form;

•  establish the form or terms of debt securities of any series;

•  cure any ambiguity or correct any defect in an Indenture that does not adversely affect the interests of a holder;

•  evidence the appointment of a successor trustee or more than one trustee;

•  surrender any right or power conferred upon us;

•  comply with the requirements of the SEC in order to maintain the qualification of the applicable Indenture under the Trust Indenture Act of 1939, as amended;

•  add or modifying any other provisions with respect to matters or questions arising under an Indenture that we and US Bank National Association may deem necessary or desirable and that will not adversely affect the interests of holders of debt securities;

•  modify the existing covenants and events of default solely in respect of, or add new covenants or events of default that apply solely to, debt securities not yet issued and outstanding; or

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•  to provide for guarantees of the debt securities and to specify the ranking of the obligations of the guarantors under their respective guarantees.

Events of Default

      Under the Indentures, an event of default means, unless otherwise described in the prospectus supplement of any series, any one of the following:

•  failure to pay interest on a debt security for 30 days;

•  failure to pay principal and premium, if any, when due;

•  failure to pay or satisfy a sinking fund installment when due;

•  failure by Peabody Energy Corporation or by a guarantor of the debt securities to perform any other covenant in the applicable Indenture that continues for 60 days after receipt of notice;

•  certain events in bankruptcy, insolvency or reorganization; or

•  a guarantee being held in any judicial proceeding to be unenforceable or invalid.

      An event of default relating to one series of debt securities does not necessarily constitute an event of default with respect to any other series issued under the applicable Indenture. If an event of default exists with respect to a series of debt securities, US Bank National Association or the holders of at least 25% of the then-outstanding debt securities of that series may declare the principal of that series due and payable.

      Any event of default with respect to a particular series of debt securities may be waived by the holders of a majority of the then-outstanding debt securities of that series, except for a failure to pay principal premium or interest on the debt security.

      US Bank National Association may withhold notice to the holder of the debt securities of any default (except in payment of principal, premium, interest or sinking fund payment) if US Bank National Association thinks that withholding such notice is in the interest of the holders.

      Subject to the specific duties that arise under the applicable Indenture if an event of default exists, US Bank National Association is not obligated to exercise any of its rights or powers under the applicable Indenture at the request of the holders of the debt securities unless they provide reasonable indemnity satisfactory to it. Generally, the holders of a majority of the then-outstanding debt securities can direct the proceeding for a remedy available to US Bank National Association or for exercising any power conferred on US Bank National Association as the trustee.

Trustee’s Relationship

      US Bank National Association or its affiliates may from time to time in the future provide banking and other services to us in the ordinary course of its business. The Indentures provide that we will indemnify US Bank National Association against any and all loss, liability, claim, damage or expense incurred that arises from the trust created by the applicable Indenture unless the loss, liability, claim, damage or expense results from US Bank National Association’s negligence or willful misconduct.

Global Securities

      We may issue some of the debt securities as global securities that will be deposited with a depository identified in a prospectus supplement. Global securities may be issued in registered form and may be either temporary or permanent. A prospectus supplement will contain additional information about depository arrangements.

      Registered global securities will be registered in the depository’s name or in the name of its nominee. When we issue a global security, the depository will credit that amount of debt securities to the investors that have accounts with the depository or its nominee. The underwriters or the debt security holder’s agent will

16

designate the accounts to be credited, unless the debt securities are offered and sold directly by us, in which case, we will designate the appropriate account to be credited.

      Investors who have accounts with a depository, and people who have an interest in those institutions, are the beneficial owners of global securities held by that particular depository.

      We will not maintain records regarding ownership or the transfer of global securities held by a depository or to nominee. If you are the beneficial owner of global securities held by a depository, you must get information directly from the depository.

      As long as a depository is the registered owner of a global security, that depository will be considered the sole owner of the debt securities represented by that global security. Except as set forth below, beneficial owners of global securities held by a depository will not be entitled to:

•  register the represented debt securities in their names;

•  receive physical delivery of the debt securities; or

•  be considered the owners or holders of the global security under the applicable Indenture.

      Payments on debt securities registered in the name of a depository or its nominee will be made to the depositary or its nominee.

      When a depository receives a payment, it must immediately credit the accounts in amounts proportionate to the account holders’ interests in the global security. The beneficial owners of a global security should, and are expected to, establish standing instructions and customary practices with their investors that have an account with the depository, so that payments can be made with regard to securities beneficially held for them, much like securities held for the accounts of customers in bearer form or registered in “street name.”

      A global security can only be transferred in whole by the depository to a nominee of such depository or to another nominee of a depository. If a depository is unwilling or unable to continue as a depository and we do not appoint a successor depository within ninety days, we will issue certificated debt securities in exchange for all of the global securities held by that depository. In addition, we may eliminate all global securities at any time and issue certificated debt securities in exchange for them. Further, we may allow a depository to surrender a global security in exchange for certificated debt securities on any terms that are acceptable to us and the depository. Finally, an interest in the global security is exchangeable for a certificated debt security if an event of default has occurred as described above under “Events of Default.”

      If any of these events occur, we will execute, and US Bank National Association will authenticate and deliver to the beneficial owners of the global security in question, a new registered security in an amount equal to and in exchange for that person’s beneficial interest in the exchange global security. The depository will receive a new global security in an amount equal to the difference, if any, between the amount of the surrendered global security and the amount of debt securities delivered to the beneficial owners. Debt securities issued in exchange for global securities will be registered in the same names and in the same denominations as indicated by the depository’s records and in accordance with the instructions from its direct and indirect participants.

      The laws of certain jurisdictions require some people who purchase securities to actually take physical possession of those securities. The limitations imposed by these laws may impair your ability to transfer your beneficial interests in a global security.

Conversion Rights

      The terms and conditions, if any, upon which the debt securities are convertible into shares of our common stock will be set forth in the prospectus supplement relating thereto. These terms will include the conversion price, the conversion period, provisions as to whether conversion will be at the option of the Holder or us, the events requiring an adjustment of the conversion price and provisions affecting conversion in the event of the redemption of those debt securities.

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DESCRIPTION OF CAPITAL STOCK

      Our authorized capital stock consists of (1) 150 million shares of common stock, par value $0.01 per share, of which 54.2 million shares were outstanding on October 20, 2003, (2) 10 million shares of preferred stock, par value $0.01 per share, of which no shares are issued or outstanding, (3) 40 million shares of series common stock, par value $0.01 per share, of which no shares are issued or outstanding and (4) 1.5 million shares of Series A Junior Participating Preferred Stock of which no shares are issued or outstanding. As of October 20, 2003, there were 120 holders of our common stock. The following description of our capital stock and related matters is qualified in its entirety by reference to our certificate of incorporation and by-laws.

      The following summary describes elements of our certificate of incorporation and by-laws.

Common Stock

      Holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders and vote together, as one class, with the holders of our Series A Junior Participating Preferred Stock. The holders of common stock do not have cumulative voting rights in the election of directors. Holders of common stock are entitled to receive ratably dividends if, as and when dividends are declared from time to time by our board of directors out of funds legally available for that purpose, after payment of dividends required to be paid on outstanding preferred stock or series common stock, as described below. Upon liquidation, dissolution or winding up, any business combination or a sale or disposition of all or substantially all of the assets, the holders of common stock are entitled to receive ratably the assets available for distribution to the stockholders after payment of liabilities and accrued but unpaid dividends and liquidation preferences on any outstanding preferred stock or series common stock. The common stock has no preemptive or conversion rights and is not subject to further calls or assessment by us. There are no redemption or sinking fund provisions applicable to the common stock.

Series A Junior Participating Preferred Stock

      Holders of shares of Series A Junior Participating Preferred Stock are entitled to receive quarterly dividend payments equal to the greater of $1.00 per share or 100 times the per share dividend declared on our common stock. Holders of Series A preferred stock are entitled to 100 votes per share on all matters to be voted upon by the stockholders and vote together, as one class, with the holders of common stock. Upon liquidation, dissolution or winding up, holders of our Series A preferred stock are entitled to a liquidation preference of $100 per share plus all accrued and unpaid dividends and distributions on the Series A preferred stock or 100 times the amount to be distributed per share on our common stock, whichever is greater. Liquidation distributions will be made ratably with all shares ranking on parity with the Series A preferred stock. In the event of any merger, consolidation, combination or other transaction in which shares of our common stock are exchanged for other securities, cash or property, each share of the Series A preferred stock will be exchanged for 100 times the amount received per share on our common stock. Each of these rights of our Series A preferred stock is protected by customary anti-dilution provisions. The Series A preferred stock is not redeemable and it will rank junior to any other series of our preferred stock with respect to the payment of dividends and the distribution of assets.

Preferred Stock and Series Common Stock

      Our certificate of incorporation authorizes our board of directors to establish one or more series of preferred stock or series common stock. With respect to any series of preferred stock or series common stock, our board of directors is authorized to determine the terms and rights of that series, including:

•  the designation of the series;

•  the number of shares of the series, which our board may, except where otherwise provided in the preferred stock or series common stock designation, increase or decrease, but not below the number of shares then outstanding;

•  whether dividends, if any, will be cumulative or non-cumulative and the dividend rate of the series;

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•  the dates at which dividends, if any, will be payable;

•  the redemption rights and price or prices, if any, for shares of the series;

•  the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series;

•  the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of our company;

•  whether the shares of the series will be convertible into shares of any other class or series, or any other security, of our company or any other corporation, and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates as of which the shares will be convertible and all other terms and conditions upon which the conversion may be made;

•  restrictions on the issuance of shares of the same series or of any other class or series; and

•  the voting rights, if any, of the holders of the series.

      Unless required by law or by any stock exchange, the authorized shares of preferred stock and series common stock, as well as shares of common stock, are available for issuance without further action by you.

      Although we have no intention at the present time of doing so, we could issue a series of preferred stock or series common stock that could, depending on the terms of the series, impede the completion of a merger, tender offer or other takeover attempt. We will make any determination to issue preferred stock or series common stock based on our judgment as to the best interests of the company and our stockholders. We, in so acting, could issue preferred stock or series common stock having terms that could discourage an acquisition attempt or other transaction that some, or a majority, of you might believe to be in your best interests or in which you might receive a premium for your common stock over the market price of the common stock.

Authorized but Unissued Capital Stock

      Delaware law does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of the New York Stock Exchange, which would apply so long as the common stock remains listed on the New York Stock Exchange, require stockholder approval of certain issuances equal to or exceeding 20% of the then-outstanding voting power or then-outstanding number of shares of common stock. These additional shares may be used for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitate acquisitions.

      One of the effects of the existence of unissued and unreserved common stock, preferred stock or series common stock may be to enable our board of directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive the stockholders of opportunities to sell their shares of common stock at prices higher than prevailing market prices.

Anti-Takeover Effects of Provisions of Delaware Law and Our Charter and By-laws

Delaware Law

      Our company is a Delaware corporation subject to Section 203 of the Delaware General Corporation Law. Section 203 provides that, subject to certain exceptions specified in the law, a Delaware corporation shall not engage in certain “business combinations” with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder unless:

•  prior to such time, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

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•  upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or

•  at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.

      Generally, a “business combination” includes a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested shareholder” is a person who together with that person’s affiliates and associates owns, or within the previous three years did own, 15% or more of our voting stock.

      Under certain circumstances, Section 203 makes it more difficult for a person who would be an “interested stockholder” to effect various business combinations with a corporation for a three-year period. The provisions of Section 203 may encourage companies interested in acquiring our company to negotiate in advance with our board of directors because the stockholder approval requirement would be avoided if our board of directors approves either the business combination or the transaction which results in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.

Certificate of Incorporation; By-laws

      Our certificate of incorporation and by-laws contain provisions that could make more difficult the acquisition of the company by means of a tender offer, a proxy contest or otherwise.

      Classified Board. Our certificate of incorporation provides that our board of directors will be divided into three classes of directors, with the classes to be as nearly equal in number as possible. As a result, approximately one-third of the board of directors will be elected each year. The classification of directors will have the effect of making it more difficult for stockholders to change the composition of our board. Our certificate of incorporation provides that, subject to any rights of holders of preferred stock or series common stock to elect additional directors under specified circumstances, the number of directors will be fixed in the manner provided in our by-laws. Our certificate of incorporation and by-laws provide that the number of directors will be fixed from time to time exclusively pursuant to a resolution adopted by the board, but must consist of not less than three directors. In addition, our certificate of incorporation provides that, subject to any rights of holders of preferred stock or series common stock and unless the board otherwise determines, any vacancies will be filled only by the affirmative vote of a majority of the remaining directors, though less than a quorum.

      Removal of Directors. Under Delaware General Corporation Law, unless otherwise provided in our certificate of incorporation, directors serving on a classified board may only be removed by the stockholders for cause. In addition, our certificate of incorporation and by-laws provide that directors may be removed only for cause and only upon the affirmative vote of holders of at least 75% of the voting power of all the outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class.

      Stockholder Action. Our certificate of incorporation and by-laws provide that stockholder action can be taken only at an annual or special meeting of stockholders and may not be taken by written consent in lieu of a meeting. Our certificate of incorporation and by-laws provide that special meetings of stockholders can be called only by our chief executive officer or pursuant to a resolution adopted by our board of directors. Stockholders are not permitted to call a special meeting or to require that the board of directors call a special meeting of stockholders.

      Advance Notice Procedures. Our by-laws establish an advance notice procedure for stockholders to make nominations of candidates for election as directors, or bring other business before an annual or special meeting of our stockholders. This notice procedure provides that only persons who are nominated by, or at the direction of our board of directors, the chairman of the board, or by a stockholder who has given timely written

20

notice to the secretary of our company prior to the meeting at which directors are to be elected, will be eligible for election as directors. This procedure also requires that, in order to raise matters at an annual or special meeting, those matters be raised before the meeting pursuant to the notice of meeting we deliver or by, or at the direction of, our chairman or by a stockholder who is entitled to vote at the meeting and who has given timely written notice to the secretary of our company of his intention to raise those matters at the annual meeting. If our chairman or other officer presiding at a meeting determines that a person was not nominated, or other business was not brought before the meeting, in accordance with the notice procedure, that person will not be eligible for election as a director, or that business will not be conducted at the meeting.

      Amendment. Our certificate of incorporation provides that the affirmative vote of the holders of at least 75% of the voting power of the outstanding shares entitled to vote, voting together as a single class, is required to amend provisions of our certificate of incorporation relating to the prohibition of stockholder action without a meeting, the number, election and term of our directors and the removal of directors. Our certificate of incorporation further provides that our by-laws may be amended by our board or by the affirmative vote of the holders of at least 75% of the outstanding shares entitled to vote, voting together as a single class.

Rights Agreement

      On July 23, 2002, our board of directors adopted a preferred share purchase rights plan. In connection with the rights plan, our board of directors declared a dividend of one preferred share purchase right for each outstanding share of our common stock. The rights dividend was paid on August 12, 2002 to the stockholders of record on that date.

      Purchase Price. Each right entitles the registered holder to purchase from us one one-hundredth of a share of our Series A Junior Participating Preferred Stock, or preferred shares, par value $0.01 per share, at a price of $110 per one one-hundredth of a preferred share, subject to adjustment.

      Flip-In. In the event that any person or group of affiliated or associated persons acquires beneficial ownership of 15% or more of our outstanding common stock, each holder of a right, other than rights beneficially owned by the acquiring person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of our common stock having a market value of two times the exercise price of the right.

      Flip-Over. If we are acquired in a merger or other business combination transaction or 50% or more of our consolidated assets or earning power are sold after a person or group acquires beneficial ownership of 15% or more of our outstanding common stock, each holder of a right (other than rights beneficially owned by the acquiring person, which will be void) will thereafter have the right to receive that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the right.

      None of Lehman Brothers Holdings Inc., a Delaware corporation, Lehman Brothers Inc., a Delaware corporation, LB I Group Inc., a Delaware corporation, Lehman Brothers Merchant Banking Partners II Inc., a Delaware corporation, Lehman Brothers Offshore Partners II Ltd, a Bermuda company, Lehman Brothers Merchant Banking Partners II L.P., a Delaware limited partnership, Lehman Brothers Offshore Investment Partners II L.P., a Bermuda exempted limited partnership, Lehman Brothers Capital Partners III, L.P., a Delaware limited partnership, Lehman Brothers Capital Partners IV, L.P., a Delaware limited partnership, Lehman Brothers MBG partners 1998 (A) L.P., a Delaware limited partnership, Lehman Brothers MBG partners 1998 (B) L.P., a Delaware limited partnership, and Lehman Brothers MBG partners 1998 (C) L.P., a Delaware limited partnership, shall be deemed to be an acquiring person, as long as the Lehman parties and their affiliates in the aggregate beneficially own no more than the greater of (1) 15% or more of our common stock then outstanding and (2) 21,284,994 shares of our common stock less the sum of all of our common stock disposed of by the Lehman parties to non-affiliates after July 24, 2002.

      Distribution Date. The distribution date is the earlier of:

      (1) 10 days following a public announcement that a person or group of affiliated or associated persons have acquired beneficial ownership of 15% or more of our outstanding common stock; or

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      (2) 10 business days (or such later date as may be determined by action of our board of directors prior to such time as any person or group of affiliated persons acquires beneficial ownership of 15% or more of our outstanding common stock) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of our outstanding common stock.

      Transfer and Detachment. Until the distribution date, the rights will be evidenced either by book entry in our direct registration system or, with respect to any of our common stock certificates outstanding as of August 12, 2002, by such common stock certificate with a copy of the Summary of Rights attached thereto. Until the distribution date (or earlier redemption or expiration of the rights), the rights will be transferred with and only with the common stock, and transfer of those shares will also constitute transfer of the rights.

      As soon as practicable following the distribution date, separate certificates evidencing the rights will be mailed to holders of record of our common stock as of the close of business on the distribution date and the separate certificates evidencing the rights alone will thereafter evidence the rights.

      Exercisability. The rights are not exercisable until the distribution date. The rights will expire at the earliest of (1) August 11, 2012, unless that date is extended, (2) the time at which we redeem the rights, as described below, or (3) the time at which we exchange the rights, as described below.

      Adjustments. The purchase price payable, and the number of preferred shares or other securities or property issuable, upon exercise of the rights are subject to adjustment from time to time to prevent dilution in the event of stock dividends, stock splits, reclassifications, or certain distributions with respect to the preferred shares. The number of outstanding rights and the number of one one-hundredths of a preferred share issuable upon exercise of each right are also subject to adjustment if, prior to the distribution date, there is a stock split of our common stock or a stock dividend on our common stock payable in common stock or subdivisions, consolidations or combinations of our common stock. With certain exceptions, no adjustment in the purchase price will be required until cumulative adjustments require an adjustment of at least 1% in the purchase price. No fractional preferred shares will be issued (other than fractions which are integral multiples of one one-hundredth of a preferred share, which may, at our election, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the preferred shares on the last trading day prior to the date of exercise.

      Preferred Shares. Preferred shares purchasable upon exercise of the rights will not be redeemable. Each preferred share will be entitled to a minimum preferential quarterly dividend payment of $1.00 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per share of common stock. In the event of liquidation, the holders of the preferred shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 100 times the payment made per share of common stock. Each preferred share will have 100 votes, voting together with the common stock. Finally, in the event of any merger, consolidation or other transaction in which shares of our common stock are exchanged, each preferred share will be entitled to receive 100 times the amount received per share of common stock. These rights are protected by customary anti-dilution provisions.

      The value of the one one-hundredth interest in a preferred share purchasable upon exercise of each right should, because of the nature of the preferred shares’ dividend, liquidation and voting rights, approximate the value of one share of our common stock.

      Exchange. At any time after any person or group acquiring beneficial ownership of 15% or more of our outstanding common stock, and prior to the acquisition by such person or group of beneficial ownership of 50% or more of our outstanding common stock, our board of directors may exchange the rights (other than rights owned by the acquiring person, which will have become void), in whole or in part, at an exchange ratio of one share of our common stock, or one one-hundredth of a preferred share (subject to adjustment).

      Redemption. At any time prior to any person or group acquiring beneficial ownership of 15% or more of our outstanding common stock, our board of directors may redeem the rights in whole, but not in part, at a price of $0.001 per right. The redemption of the rights may be made effective at such time on such basis with such conditions as our board of directors in its sole discretion may establish. Immediately upon any

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redemption of the rights, the right to exercise the rights will terminate and the only right of the holders of rights will be to receive the redemption price.

      Amendments. The terms of the rights may be amended by our board of directors without the consent of the holders of the rights, including an amendment to lower certain thresholds described above to not less than the greater of (1) the sum of .001% and the largest percentage of our outstanding common stock then known to us to be beneficially owned by any person or group of affiliated or associated persons and (2) 10%, except that from and after such time as any person or group of affiliated or associated persons acquires beneficial ownership of 15% or more of our outstanding common stock, no such amendment may adversely affect the interests of the holders of the rights.

      Rights and Holders. Until a right is exercised, the holder thereof, as such, will have no rights as a stockholder of our company, including, without limitation, the right to vote or to receive dividends.

      Anti-takeover Effects. The rights have certain anti-takeover effects. The rights will cause substantial dilution to a person or group that attempts to acquire us on terms not approved by our board of directors, except pursuant to any offer conditioned on a substantial number of rights being acquired. The rights should not interfere with any merger or other business combination approved by our board of directors since the rights may be redeemed by us at the redemption price prior to the time that a person or group has acquired beneficial ownership of 15% or more of our common stock.

Registrar and Transfer Agent

      The registrar and transfer agent for the common stock is EquiServe Trust Company, N.A.

Listing

      The common stock is listed on the New York Stock Exchange under the symbol “BTU.”

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DESCRIPTION OF WARRANTS

      The following description of the warrant agreements summarizes certain general terms that will apply to the warrants that we may offer. The description is not complete, and we refer you to the warrant agreements, which will be filed with the SEC promptly after the offering of any warrants and will be available as described under the heading “Incorporation of Certain Documents by Reference” in this prospectus.

      We may issue warrants to purchase debt securities, common stock, preferred stock or other securities. We may issue warrants independently or as part of a unit with other securities. Warrants sold with other securities as a unit may be attached to or separate from the other securities. We will issue warrants under one or more warrant agreements between us and a warrant agent that we will name in the applicable prospectus supplement.

      The prospectus supplement relating to any warrants we are offering will include specific terms relating to the offering, including a description of any other securities sold together with the warrants. These terms will include some or all of the following:

•  the title of the warrants;

•  the aggregate number of warrants offered;

•  the price or prices at which the warrants will be issued;

•  the currency or currencies, including composite currencies, in which the prices of the warrants may be payable;

•  the designation, number and terms of the debt securities, common stock, preferred stock or other securities or rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies or indices, purchasable upon exercise of the warrants and procedures by which those numbers may be adjusted; the exercise price of the warrants and the currency or currencies, including composite currencies, in which such price is payable;

•  the dates or periods during which the warrants are exercisable;

•  the designation and terms of any securities with which the warrants are issued as a unit;

•  if the warrants are issued as a unit with another security, the date on and after which the warrants and the other security will be separately transferable;

•  if the exercise price is not payable in U.S. dollars, the foreign currency, currency unit or composite currency in which the exercise price is denominated;

•  any minimum or maximum amount of warrants that may be exercised at any one time;

•  any terms relating to the modification of the warrants; and

•  any other terms of the warrants, including terms, procedures and limitations relating to the transferability, exchange, exercise or redemption of the warrants.

      Warrants issued for securities other than our debt securities, common stock or preferred stock will not be exercisable until at least one year from the date of sale of the warrant.

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DESCRIPTION OF UNITS

      The following descriptions of the units and any applicable underlying security or pledge or depository arrangements summarizes certain general terms that will apply to the applicable agreements. These descriptions do not restate those agreements in their entirety. We urge you to read the applicable agreements because they, and not the summaries, define your rights as holders of the units. We will make copies of the relevant agreements available as described under the heading “Incorporation of Certain Documents by Reference” in this prospectus.

      As specified in the applicable prospectus supplement, we may issue units comprised of one or more of the other securities described in this prospectus in any combination. Each unit may also include debt obligations of third parties, such as U.S. Treasury securities. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The prospectus supplement will describe:

•  the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances the securities comprising the units may be held or transferred separately;

•  a description of the terms of any unit agreement governing the units;

•  a description of the provisions for the payment, settlement, transfer or exchange of the units; and

•  whether the units will be issued in fully registered or global form.

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DESCRIPTION OF OTHER INDEBTEDNESS

      The following are summaries of the material terms and conditions of our principal indebtedness.

Credit Facility

      Our credit facility provides for a $600.0 million revolving credit facility and a $450.0 million term loan B facility. The revolving credit facility includes capacity available for borrowing, for letters of credit and for same-day swingline loan borrowings. The revolving credit facility commitment is scheduled to terminate in March 2008. The term loan B facility is scheduled to mature in March 2010.

      All borrowings under the credit facility bear interest, at our option, at either: (A) an “alternate base rate” equal to, for any day, the higher of: (a) 0.50% per year above the overnight federal funds effective rate, as published by the Board of Governors of the Federal Reserve System, as in effect from time to time; and (b) the annual rate of interest in effect for that day as publicly announced by the administrative agent as its “base rate” plus a rate, dependent on the ratio of our debt as compared to our cash flow, (1) in the case of the revolving credit loans and the swingline loans, ranging from 1.50% to 0.50% per year or (2) in the case of the term loan B facility, ranging from 1.50% to 1.25% per year or (B) a “LIBOR rate” equal to the rate (adjusted for statutory reserve requirements for eurocurrency liabilities) at which eurodollar deposits for the relevant interest period (which will be one, two, three, six or, subject to availability, nine or 12 months, as selected by us) are offered in the interbank eurodollar market, as determined by the administrative agent, plus a rate, dependent on the ratio of our debt as compared to our cash flow, (1) in the case of the revolving credit loans, ranging from 2.50% to 1.50% per year or (2) in the case of the term loan, ranging from 2.50% to 2.25% per year.

      We pay a usage-dependent commitment fee on the available unused commitment under the revolving credit facility. The fee equals (a) 0.25% per year, in the event that the usage of the revolving credit facility is at least 66.67%, (b) 0.375% per year, in the event that the usage of the revolving credit facility is at least 33.33% but less than 66.67%, and (c) 0.50% per year, in the event that the usage of the revolving credit facility is less then 33.33%. For purposes of calculating the commitment fee, swingline loans are not be considered usage of the revolving credit facility. The fee accrues quarterly and is payable within 15 days after the end of each calendar quarter.

      We also pay a letter of credit fee calculated at a rate, dependent on the ratio of our debt as compared to our cash flow, ranging from 2.50% to 1.50% per year of the face amount of each letter of credit and a fronting fee equal to the greater of $150 and 0.125% per year of the face amount of each letter of credit. These fees are payable quarterly in arrears within 15 days after the end of each calendar quarter. In addition, we are paying customary transaction charges in connection with any letters of credit.

      The rates that depend on the ratio of our debt as compared to our cash flow range from the high rate specified if the ratio is greater than or equal to 3.75 to 1.0 to the low rate specified if the ratio is less than 2.25 to 1.0.

      The term loan B facility amortizes as follows:

Year	Scheduled Repayment of Term Loans
2003	$	3,375,000
2004		4,500,000
2005		4,500,000
2006		4,500,000
2007		4,500,000
2008		4,500,000
2009		318,375,000
Termination Date		105,750,000

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      Borrowings under our credit facility are subject to mandatory prepayment (1) with 100% of the net proceeds received by us from the issuance of debt securities, excluding the notes offered hereby and certain other indebtedness, (2) with 100% of the net proceeds received from our sale of or disposition of certain of our assets and (3) on an annual basis with (A) 50% of our excess cash flow, if the ratio of our debt to cash flow is greater than or equal to 3.0 to 1.0 or (B) 25% of our excess cash flow, if the ratio is greater than or equal to 2.0 to 1.0 and less than 3.0 to 1.0.

      Our obligations under the credit facility are secured by a lien on certain of our and our direct and indirect domestic restricted subsidiaries’ tangible and intangible assets, including: (1) a pledge by us and our direct and indirect domestic restricted subsidiaries of all of the capital stock (or other ownership interests) of our respective domestic restricted subsidiaries and 65% of the capital stock of our first-tier foreign restricted subsidiaries, (2) certain of our and our direct and indirect domestic restricted subsidiaries’ coal reserves, mineral rights, leasehold interests and other real property and all related as-extracted collateral, (3) certain coal supply agreements and other material contracts to which we or certain of our direct or indirect domestic restricted subsidiaries are a party and (4) substantially all of our personal property and the personal property of certain of our direct and indirect subsidiaries. In addition, indebtedness under the credit facility is guaranteed by our restricted subsidiaries.

      The credit facility agreement imposes certain restrictions on us, including restrictions on our ability to: incur debt; grant liens; enter into agreements with negative pledge clauses; provide guarantees in respect of obligations of any other person; pay dividends; make loans, investments, advances and acquisitions; sell our assets; make redemptions and repurchases of capital stock; make capital expenditures; prepay, redeem or repurchase debt; liquidate or dissolve; engage in mergers or consolidations; engage in affiliate transactions; change our business; change our fiscal year; amend certain debt and other material agreements; issue and sell capital stock of subsidiaries; engage in sale and leaseback transactions; and restrict distributions from subsidiaries. In addition, the credit facility provides that we must meet or exceed certain interest coverage ratios and must not exceed certain leverage ratios. The credit facility also includes customary events of default.

6 7/8% Senior Notes due 2013

      We have outstanding $650.0 million aggregate principal amount in senior notes, which bear interest at 6 7/8% and are due in March 2013. Interest on the notes is payable each March 15 and September 15. The notes, which are unsecured, are guaranteed by our “restricted subsidiaries” as defined in the indenture governing the senior notes. The indenture contains covenants that, among other things, limit our ability to incur additional indebtedness and issue preferred stock, pay dividends or make other distributions, make other restricted payments and investments, create liens, sell assets and merge or consolidate with other entities. The notes are redeemable prior to March 15, 2008 at a redemption price equal to 100% of the principal amount plus a make-whole premium (as defined in the indenture) and on or after March 15, 2008 at fixed redemption prices as set forth in the indenture.

5.0% Subordinated Note

      The 5.0% subordinated note, which had an original face value of $400.0 million and has a current face value of $90.0 million, is recorded net of discount at an imputed annual interest rate of approximately 12.0%, resulting in a long-term debt carrying amount of $77.2 million as of June 30, 2003. Interest and principal are payable each March 1 and scheduled principal payments of $10.0 million per year are due from 2004 through 2006, with any unpaid amounts due March 1, 2007. The note is a subordinated and unsecured obligation of our subsidiary, Peabody Holding Company, Inc. The terms of the note permit the merger, consolidation or the sale of assets of Peabody Holding Company, Inc., as long as the successor corporation following the merger or consolidation (if Peabody Holding Company, Inc. does not survive) expressly assumes payment of principal and interest on and performance of the covenants and conditions of the note.

Surety Bonds

      Federal and state laws require surety bonds to secure our obligations to reclaim lands disturbed for mining, to pay federal and state workers’ compensation and to satisfy other miscellaneous obligations. The

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amount of these bonds varies constantly, depending upon the amount of acreage disturbed and the degree to which each property has been reclaimed. Under federal law, partial bond release is provided as mined lands (1) are backfilled and graded to approximate original contour, (2) are re-vegetated and (3) achieve pre-mining vegetative productivity levels on a sustained basis for a period of five to 10 years.

      As of December 31, 2002, we had outstanding surety bonds with third parties for post-mining reclamation totaling $622.6 million, with an additional $291.9 million in self-bonding obligations. We had $235.1 million of surety bonds in place for federal and state workers’ compensation obligations, retiree healthcare and coal lease obligations.

Accounts Receivable Securitization Program

      In March 2000, we established an accounts receivable securitization program. Under the program, undivided interests in a pool of eligible trade receivables that have been contributed to a bankruptcy remote trust are sold, without recourse, to a Conduit. Purchases by the Conduit are financed with the sale of highly rated commercial paper. We use our accounts receivable securitization program to reduce our overall borrowing costs. The securitization program is currently scheduled to expire in 2007. The amount of undivided interests in the accounts receivable sold to the Conduit were $130.5 million as of June 30, 2003.

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PLAN OF DISTRIBUTION

      We and/or the selling stockholders may sell the securities offered by this prospectus:

•  to or through underwriting syndicates represented by managing underwriters;

•  through one or more underwriters without a syndicate for them to offer and sell to the public;

•  through dealers or agents; or

•  to one or more purchasers directly.

      The applicable prospectus supplement will describe that offering, including:

•  the name or names of any underwriters, dealers or agents involved in the sale of the offered securities;

•  the purchase price and the proceeds to us and/or the selling stockholders from that sale;

•  any underwriting discounts, commissions agents’ fees and other items constituting underwriters’ or agents’ compensation;

•  any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers; and

•  any securities exchanges on which the offered securities may be listed.

      If underwriters are used in the sale, the offered securities will be acquired by the underwriters for their own account. The underwriters may resell the offered securities in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The offered securities may be offered through an underwriting syndicate represented by many underwriters. The obligations of the underwriters to purchase the offered securities will be subject to certain conditions. The underwriters will be obligated to purchase all of the offered securities if any are purchased. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

      The offered securities may be sold directly by us and/or the selling stockholders or through agents. Any agent will be named, and any commissions payable to that agent will be set forth in the prospectus supplement. Unless otherwise indicated in the prospectus supplement, any agent will be acting on a best efforts basis.

      We and/or the selling stockholders, as applicable, may authorize agents, underwriters or dealers to solicit offers by specified institutions to purchase securities offered by this prospectus pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. These contracts will be subject only to those conditions set forth in the prospectus supplement. The prospectus supplement will set forth the commission payable for soliciting such contracts.

      We and the selling stockholders may agree to indemnify underwriters, dealers or agents against certain civil liabilities, including liabilities under the Securities Act, and may also agree to contribute to payments which the underwriters, dealers or agents may be required to make.

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LEGAL MATTERS

      The validity of each of the securities offered by this prospectus will be passed upon for us by Simpson Thacher & Bartlett LLP, New York, New York.

EXPERTS

      The consolidated financial statements of Peabody Energy Corporation incorporated by reference in Peabody Energy Corporation’s Annual Report on Form 10-K for the year ended December 31, 2003, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such financial statements have been incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      We file annual, quarterly and current reports and other information with the Securities and Exchange Commission, or SEC. You may access and read our SEC filings, through the SEC’s Internet site at www.sec.gov. This site contains reports and other information that we file electronically with the SEC. You may also read and copy any document we file at the SEC’s public reference room located at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.

      We have filed with the SEC a registration statement under the Securities Act with respect to the securities offered by this prospectus. This prospectus, which constitutes part of the registration statement, does not contain all of the information presented in the registration statement and its exhibits and schedules. Our descriptions in this prospectus of the provisions of documents filed as exhibits to the registration statement or otherwise filed with the SEC are only summaries of the terms of those documents that we consider material. If you want a complete description of the content of the documents, you should obtain the documents yourself by following the procedures described above.

      We have elected to “incorporate by reference” certain information into this prospectus, which means we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus.

      We incorporate by reference our annual report on Form 10-K for the year ended December 31, 2003.

      We are also incorporating by reference all other reports that we file in the future with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until the date of the completion of this offering. Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes that statement. Any statement that is modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

      You may request copies of the filings, at no cost, by telephone at (314) 342-3400 or by mail at: Peabody Energy Corporation, 701 Market Street, Suite 700, St. Louis, Missouri 63101, attention: Investor Relations.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

      The following table reflects an itemization of all fees and expenses, other than underwriting discounts and commissions, incurred or expected to be incurred by Peabody Energy Corporation in connection with the issuance and distribution of the securities being registered hereby. All but the Securities and Exchange Commission registration fee are estimates and remain subject to future contingencies.

Securities and Exchange Commission registration fee		$	129,051
Legal fees and expenses			250,000
Accounting fees and expenses			150,000
Trustees’ fees and expenses			50,000
Printing and engraving fees			100,000
Blue Sky fees and expenses			15,000
Miscellaneous expenses			55,000
	Total	$	749,051

Item 15. Indemnification of Directors and Officers.

      Section 145 of the Delaware General Corporation Law provides that, among other things, a corporation may indemnify directors and officers as well as other employees and agents of the corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation, a “derivative action”), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such actions, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s by-laws, disinterested director vote, stockholder vote, agreement or otherwise.

      Article Sixth of the registrant’s third amended and restated certificate of incorporation and Article IV of the registrant’s amended and restated by-laws requires indemnification to the fullest extent permitted by Delaware law. The registrant has also obtained officers’ and directors’ liability insurance which insures against liabilities that officers and directors of the registrant, in such capacities, may incur. The registrant’s third amended and restated certificate of incorporation requires the advancement of expenses incurred by officers or directors in relation to any action, suit or proceeding.

      Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, except for liability (i) for any transaction from which the director derives an improper personal benefit, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law (certain illegal distributions) or (iv) for any breach of a director’s duty of loyalty to the company or its stockholders. Article Sixth of the registrant’s third amended and restated certificate of incorporation includes such a provision.

      In connection with the registrant’s existing indemnification procedures and policies and the rights provided for by its third amended and restated certificate of incorporation and amended and restated by-laws, the registrant has executed indemnification agreements with its directors and certain senior executive officers.

II-1

Pursuant to those agreements, to the fullest extent permitted by the laws of the State of Delaware, the registrant has agreed to indemnify those persons against any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the indemnified person is or was or has agreed to serve at the request of the registrant as a director, officer, employee or agent of the registrant, or while serving as a director or officer of the registrant, is or was serving or has agreed to serve at the request of the registrant as a director, officer, employee or agent (which, for purposes of the indemnification agreements, includes a trustee, partner, manager or a position of similar capacity) of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity. The indemnification provided by these agreements is from and against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the indemnified person or on his or her behalf in connection with the action, suit or proceeding and any appeal therefrom, but shall only be provided if the indemnified person acted in good faith and in a manner the indemnified person reasonably believed to be in or not opposed to the best interests of the registrant, and, with respect to any criminal action, suit or proceeding, had no reasonable cause to believe the indemnified person’s conduct was unlawful.

Item 16.

      (a) Exhibits

Exhibit
No.		Description of Exhibit
	1.1**	Form of Underwriting Agreement (Debt)
	1.2**	Form of Underwriting Agreement (Equity)
	1.3**	Form of Underwriting Agreement (Preferred Stock)
	1.4**	Form of Underwriting Agreement (Units)
	1.5**	Form of Underwriting Agreement (Warrants)
	4.1	Third Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Form S-1 Registration Statement No. 333-55412)
	4.2	Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, filed on November 14, 2002)
	4.3	Certificate of Incorporation of Affinity Mining Company (incorporated by reference to Exhibit 3.3 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.4	By-Laws of Affinity Mining Company (incorporated by reference to Exhibit 3.4 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.5	Certificate of Existence of Arclar Company, LLC (formerly known as Sugar Camp Coal, L.L.C.) (incorporated by reference to Exhibit 3.5 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.6	Second Amended and Restated Operating Agreement of Arclar Company, LLC (formerly known as Sugar Camp Coal, L.L.C.) (incorporated by reference to Exhibit 3.6 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.7	Certificate of Incorporation of Arid Operations Inc. (incorporated by reference to Exhibit 3.7 to the Registrant’s Form S-4 Registration Statement No. 333-106208) (incorporated by reference to Exhibit 3.5 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.8	By-Laws of Arid Operations Inc. (incorporated by reference to Exhibit 3.6 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.9	Certificate of Incorporation of Beaver Dam Coal Company (incorporated by reference to Exhibit 3.9 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.10	By-Laws of Beaver Dam Coal Company (incorporated by reference to Exhibit 3.10 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.11	Certificate of Incorporation of Big Ridge, Inc. (formerly known as Arclar Company) (incorporated by reference to Exhibit 3.11 to the Registrant’s Form S-4 Registration Statement No. 333-106208)

II-2

Exhibit
No.		Description of Exhibit
	4.12	By-Laws of Big Ridge, Inc. (formerly known as Arclar Company) (incorporated by reference to Exhibit 3.12 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.13	Certificate of Incorporation of Big Sky Coal Company (incorporated by reference to Exhibit 3.7 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.14	By-Laws of Big Sky Coal Company (incorporated by reference to Exhibit 3.8 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.15	Third Amended and Restated Partnership Agreement of Black Beauty Coal Company between Black Beauty Resources, Inc. and Thoroughbred, L.L.C. (incorporated by reference to Exhibit 3.15 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.16	Amended and Restated Partnership Agreement of Black Beauty Equipment Company between Black Beauty Resources, Inc. and Thoroughbred, L.L.C. (incorporated by reference to Exhibit 3.16 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.17	Certificate of Formation of Black Beauty Holding Company, LLC (incorporated by reference to Exhibit 3.17 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.18	Limited Liability Company Agreement of Black Beauty Holding Company, LLC (incorporated by reference to Exhibit 3.18 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.19	Articles of Incorporation of Black Beauty Mining, Inc. (incorporated by reference to Exhibit 3.19 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.20	By-Laws of Black Beauty Mining, Inc. (incorporated by reference to Exhibit 3.20 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.21	Amended and Restated Articles of Incorporation of Black Beauty Resources, Inc. (incorporated by reference to Exhibit 3.21 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.22	By-Laws of Black Beauty Resources, Inc. (incorporated by reference to Exhibit 3.22 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.23	Articles of Incorporation of Black Beauty Underground, Inc. (incorporated by reference to Exhibit 3.23 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.24	By-Laws of Black Beauty Underground, Inc. (incorporated by reference to Exhibit 3.24 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.25	Certificate of Incorporation of Black Walnut Coal Company (incorporated by reference to Exhibit 3.25 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.26	By-Laws of Black Walnut Coal Company (incorporated by reference to Exhibit 3.26 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.27	Certificate of Incorporation of Bluegrass Coal Company (incorporated by reference to Exhibit 3.11 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.28	By-Laws of Bluegrass Coal Company (incorporated by reference to Exhibit 3.12 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.29	Certificate of Incorporation of Caballo Coal Company (incorporated by reference to Exhibit 3.13 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.30	By-Laws of Caballo Coal Company (incorporated by reference to Exhibit 3.14 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.31	Certificate of Incorporation of Charles Coal Company (incorporated by reference to Exhibit 3.15 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.32	By-Laws of Charles Coal Company (incorporated by reference to Exhibit 3.16 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.33	Certificate of Incorporation of Cleaton Coal Company (formerly known as Peabody Enterprises, Inc. I) (incorporated by reference to Exhibit 3.33 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.34	By-Laws of Cleaton Coal Company (formerly known as Peabody Enterprises, Inc. I) (incorporated by reference to Exhibit 3.34 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.35	Certificate of Incorporation of Coal Properties Corp. (incorporated by reference to Exhibit 3.17 to the Registrant’s Form S-4 Registration Statement No. 333-59073)

II-3

Exhibit
No.		Description of Exhibit
	4.36	By-Laws of Coal Properties Corp. (incorporated by reference to Exhibit 3.18 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.37	Amended and Restated Venture Agreement of Colony Bay Coal Company (incorporated by reference into Exhibit 3.20 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.38	Certificate of Incorporation of Cook Mountain Coal Company (incorporated by reference to Exhibit 3.21 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.39	By-Laws of Cook Mountain Coal Company (incorporated by reference to Exhibit 3.22 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.40	Certificate of Incorporation of Cottonwood Land Company (incorporated by reference to Exhibit 3.23 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.41	By-Laws of Cottonwood Land Company (incorporated by reference to Exhibit 3.24 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.42	Certificate of Incorporation of Cyprus Creek Land Company (incorporated by reference to Exhibit 3.42 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.43	By-Laws of Cyprus Creek Land Company (incorporated by reference to Exhibit 3.43 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.44	Certificate of Formation of Cyprus Creek Land Resources, L.L.C. (incorporated by reference to Exhibit 3.44 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.45	Limited Liability Company Agreement of Cyprus Creek Land Resources, L.L.C. (incorporated by reference to Exhibit 3.45 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.46	Certificate of Incorporation of EACC Camps, Inc. (formerly known as Koppers Recreation Camps) (incorporated by reference to Exhibit 3.27 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.47	By-Laws of EACC Camps, Inc. (formerly known as Koppers Recreation Camps) (incorporated by reference to Exhibit 3.28 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.48	Amended and Restated Partnership Agreement of Eagle Coal Company between Black Beauty Resources, Inc. and Thoroughbred, L.L.C. (incorporated by reference to Exhibit 3.48 to the Registrant’s Form S-4 Registration Statement No. 333-106208).
	4.49	Certificate of Incorporation of Eastern Associated Coal Corp. (incorporated by reference to Exhibit 3.49 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.50	By-Laws of Eastern Associated Coal Corp. (incorporated by reference to Exhibit 3.50 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.51	Certificate of Incorporation of Eastern Royalty Corp. (incorporated by reference to Exhibit 3.31 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.52	By-Laws of Eastern Royalty Corp. (incorporated by reference to Exhibit 3.32 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.53	Certificate of Organization of Empire Marine, LLC (incorporated by reference to Exhibit 3.53 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.54	Articles of Organization of Empire Marine, LLC (incorporated by reference to Exhibit 3.54 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.55	Amended and Restated Partnership Agreement of Falcon Coal Company between Black Beauty Resources, Inc. and Thoroughbred, L.L.C. (incorporated by reference to Exhibit 3.55 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.56	Certificate of Incorporation of Gallo Finance Company (formerly known as Lee Ranch Coal Company) (incorporated by reference to Exhibit 3.56 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.57	By-Laws of Gallo Finance Company (formerly known as Lee Ranch Coal Company) (incorporated by reference to Exhibit 3.57 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.58	Articles of Organization of GIBCO Motor Express, LLC (incorporated by reference to Exhibit 3.58 to the Registrant’s Form S-4 Registration Statement No. 333-106208)

II-4

Exhibit
No.		Description of Exhibit
	4.59	Operating Agreement of GIBCO Motor Express, LLC (incorporated by reference to Exhibit 3.59 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.60	Certificate of Incorporation of Gold Fields Chile, S.A. (formerly known as Exploraciones y Minerales Sierra Morena S.A.) (incorporated by reference to Exhibit 3.33 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.61	By-Laws of Gold Fields Chile, S.A. (formerly known as Exploraciones y Minerales Sierra Morena S.A.) (incorporated by reference to Exhibit 3.34 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.62	Restated Certificate of Incorporation of Gold Fields Mining Corporation (incorporated by reference to Exhibit 3.35 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.63	By-Laws of Gold Fields Mining Corporation (incorporated by reference to Exhibit 3.36 to the Registrant’s Form S-4 Registration Statement No. 333-59073).
	4.64	Certificate of Incorporation of Gold Fields Operating Co. — Ortiz (formerly known as East Tennessee Coal Company) (incorporated by reference to Exhibit 3.37 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.65	By-Laws of Gold Fields Operating Co. — Ortiz (formerly known as East Tennessee Coal Company) (incorporated by reference to Exhibit 3.38 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.66	Articles Certificate of Incorporation of Grand Eagle Mining, Inc. (incorporated by reference to Exhibit 3.39 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.67	By-Laws of Grand Eagle Mining, Inc. (incorporated by reference to Exhibit 3.40 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.68	Certificate of Incorporation of Hayden Gulch Terminal, Inc. (incorporated by reference to Exhibit 3.41 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.69	By-Laws of Hayden Gulch Terminal, Inc. (incorporated by reference to Exhibit 3.42 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.70	Certificate of Incorporation of Highland Mining Company (incorporated by reference to Exhibit 3.71 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.71	By-Laws of Highland Mining Company (incorporated by reference to Exhibit 3.72 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.72	Certificate of Incorporation of Highwall Mining Services Company (incorporated by reference to Exhibit 3.73 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.73	By-Laws of Highwall Mining Services Company (incorporated by reference to Exhibit 3.74 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.74	Certificate of Incorporation of Hillside Mining Company (formerly Blackrock First Capital Corporation) (incorporated by reference to Exhibit 3.9 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.75	By-Laws of Hillside Mining Company (formerly Blackrock First Capital Corporation) (incorporated by reference to Exhibit 3.10 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.76	Certificate of Incorporation of Independence Material Handling Company (incorporated by reference to Exhibit 3.43 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.77	By-Laws of Independence Material Handling Company (incorporated by reference to Exhibit 3.44 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.78	Certificate of Incorporation of Interior Holdings Corp. (incorporated by reference to Exhibit 3.45 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.79	By-Laws of Interior Holdings Corp. (incorporated by reference to Exhibit 3.46 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.80	Certificate of Incorporation of James River Coal Terminal Company (formerly known as A.T. Two, Inc.) (incorporated by reference to Exhibit 3.47 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.81	Restated By-Laws of James River Coal Terminal Company (formerly known as A.T. Two, Inc.) (incorporated by reference to Exhibit 3.48 to the Registrant’s Form S-4 Registration Statement No. 333-59073)

II-5

Exhibit
No.		Description of Exhibit
	4.82	Certificate of Incorporation of Jarrell’s Branch Coal Company (incorporated by reference to Exhibit 3.83 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.83	By-Laws of Jarrell’s Branch Coal Company (incorporated by reference to Exhibit 3.84 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.84	Certificate of Incorporation of Juniper Coal Company (incorporated by reference to Exhibit 3.49 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.85	By-Laws of Juniper Coal Company (incorporated by reference to Exhibit 3.50 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.86	Certificate of Incorporation of Kayenta Mobile Home Park, Inc. (incorporated by reference to Exhibit 3.51 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.87	By-Laws of Kayenta Mobile Home Park, Inc. (incorporated by reference to Exhibit 3.52 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.88	Certificate of Incorporation of Logan Fork Coal Company (incorporated by reference to Exhibit 3.89 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.89	By-Laws of Logan Fork Coal Company (incorporated by reference to Exhibit 3.90 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.90	Certificate of Incorporation of Martinka Coal Company (incorporated by reference to Exhibit 3.53 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.91	By-Laws of Martinka Coal Company (incorporated by reference to Exhibit 3.54 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.92	Articles of Incorporation of Midco Supply and Equipment Corporation (incorporated by reference to Exhibit 3.55 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.93	By-Laws of Midco Supply and Equipment Corporation (incorporated by reference to Exhibit 3.56 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.94	Certificate of Incorporation of Mountain View Coal Company (formerly known as Nueast Mining Corp) (incorporated by reference to Exhibit 3.59 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.95	By-Laws of Mountain View Coal Company (formerly known as Nueast Mining Corp) (incorporated by reference to Exhibit 3.60 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.96	Certificate of Formation of Mustang Energy Company, L.L.C. (formerly known as PG Investments Seven, L.L.C.) (incorporated by reference to Exhibit 3.97 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.97	Limited Liability Company Agreement of Mustang Energy Company, L.L.C. (formerly known as PG Investments Seven, L.L.C.) (incorporated by reference to Exhibit 3.98 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.98	Articles of Incorporation of North Page Coal Corp. (incorporated by reference to Exhibit 3.61 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.99	By-Laws of North Page Coal Corp. (incorporated by reference to Exhibit 3.62 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.100	Articles of Incorporation of Ohio County Coal Company (incorporated by reference to Exhibit 3.63 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.101	By-Laws of Ohio County Coal Company (incorporated by reference to Exhibit 3.64 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.102	Certificate of Limited Partnership of Patriot Coal Company, L.P. (incorporated by reference to Exhibit 3.65 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.103	Agreement of Limited Partnership of Patriot Coal Company, L.P. (incorporated by reference to Exhibit 3.66 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.104	Certificate of Incorporation of Peabody America, Inc. (incorporated by reference to Exhibit 3.67 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.105	By-Laws of Peabody America, Inc. (incorporated by reference to Exhibit 3.68 to the Registrant’s Form S-4 Registration Statement No. 333-59073)

II-6

Exhibit
No.		Description of Exhibit
	4.106	Certificate of Formation of Peabody Archveyor, L.L.C. (formerly known as PG Investments Ten, L.L.C.) (incorporated by reference to Exhibit 3.107 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.107	Limited Liability Company Agreement of Peabody Archveyor, L.L.C. (formerly known as PG Investments Ten L.L.C.) (incorporated by reference to Exhibit 3.108 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.108	Certificate of Incorporation of Peabody COALSALES Company (incorporated by reference to Exhibit 3.37 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.109	By-Laws of Peabody COALSALES Company (incorporated by reference to Exhibit 3.38 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.110	Certificate of Incorporation of Peabody COALTRADE, Inc. (formerly known as COALTRADE, Inc.) (incorporated by reference to Exhibit 3.73 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.111	By-Laws of Peabody COALTRADE, Inc. (formerly known as COALTRADE, Inc.) (incorporated by reference to Exhibit 3.74 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.112	Certificate of Incorporation of Peabody Coal Company. (incorporated by reference to Exhibit 3.69 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.113	Restated By-Laws of Peabody Coal Company (incorporated by reference to Exhibit 3.70 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.114	Certificate of Formation of Peabody Development Land Holdings, LLC (incorporated by reference to Exhibit 3.117 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.115	Limited Liability Company Agreement of Peabody Development Land Holdings, LLC (incorporated by reference to Exhibit 3.118 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.116	Certificate of Incorporation of Peabody Energy Generation Holding Company (incorporated by reference to Exhibit 3.119 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.117	By-Laws of Peabody Energy Generation Holding Company (incorporated by reference to Exhibit 3.120 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.118	Certificate of Incorporation of Peabody Energy Investments, Inc. (formerly known as Thoroughbred Mining Company) (incorporated by reference to Exhibit 3.121 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.119	By-Laws of Peabody Energy Investments, Inc. (formerly known as Thoroughbred Mining Company) (incorporated by reference to Exhibit 3.122 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.120	Certificate of Incorporation of Peabody Energy Solutions, Inc. (formerly known as Peabody Powertrade, Inc.) (incorporated by reference to Exhibit 3.77 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.121	By-Laws of Peabody Energy Solutions, Inc. (formerly known as Peabody Powertrade, Inc.) (incorporated by reference to Exhibit 3.78 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.122	Restated Certificate of Incorporation of Peabody Holding Company, Inc. (incorporated by reference to Exhibit 3.79 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.123	Restated By-Laws of Peabody Holding Company, Inc. (incorporated by reference to Exhibit 3.80 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.124	Certificate of Formation of Peabody Natural Gas, LLC (incorporated by reference to Exhibit 3.127 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.125	Limited Liability Company Agreement of Peabody Natural Gas, LLC (incorporated by reference to Exhibit 3.128 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.126	Statement of Partnership Existence of Peabody Natural Resources Company (formerly known as Hanson Natural Resources Company) (incorporated by reference to Exhibit 3.129 to the Registrant’s Form S-4 Registration Statement No. 333-106208)

II-7

Exhibit
No.		Description of Exhibit
	4.127	By-Laws of Peabody Natural Resources Company (formerly known as Hanson Natural Resources Company) (incorporated by reference to Exhibit 3.130 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.128	Certificate of Formation of Peabody Recreational Lands, L.L.C. (formerly known as Williams Fork Mountain Ranch, L.L.C.) (incorporated by reference to Exhibit 3.131 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.129	Limited Liability Company Agreement of Peabody Recreational Lands, L.L.C. (formerly known as Williams Fork Mountain Ranch, L.L.C.) (incorporated by reference to Exhibit 3.132 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.130	Certificate of Incorporation of Peabody Southwestern Coal Company (incorporated by reference to Exhibit 3.133 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.131	By-Laws of Peabody Southwestern Coal Company (incorporated by reference to Exhibit 3.134 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.132	Certificate of Incorporation of Peabody Terminals, Inc. (formerly known as Armco Terminal Company) (incorporated by reference to Exhibit 3.83 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.133	By-Laws of Peabody Terminals, Inc. (formerly known as Armco Terminal Company) (incorporated by reference to Exhibit 3.84 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.134	Certificate of Incorporation of Peabody Venezuela Coal Corp. (incorporated by reference to Exhibit 3.85 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.135	By-Laws of Peabody Venezuela Coal Corp. (incorporated by reference to Exhibit 3.86 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.136	Certificate of Formation of Peabody-Waterside Development, L.L.C. (incorporated by reference to Exhibit 3.139 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.137	Limited Liability Company Agreement of Peabody-Waterside Development, L.L.C. (incorporated by reference to Exhibit 3.140 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.138	Certificate of Incorporation of Peabody Western Coal Company (incorporated by reference to Exhibit 3.87 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.139	By-Laws of Peabody Western Coal Company (incorporated by reference to Exhibit 3.88 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.140	Certificate of Incorporation of Pine Ridge Coal Company (incorporated by reference to Exhibit 3.89 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.141	By-Laws of Pine Ridge Coal Company (incorporated by reference to Exhibit 3.90 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.142	Certificate of Formation of Pond Creek Land Resources, LLC (incorporated by reference to Exhibit 3.145 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.143	Limited Liability Company Agreement of Pond Creek Land Resources, LLC (incorporated by reference to Exhibit 3.146 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.144	Certificate of Incorporation of Pond River Land Company (incorporated by reference to Exhibit 3.147 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.145	By-Laws of Pond River Land Company (incorporated by reference to Exhibit 3.148 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.146	Certificate of Formation of Porcupine Production, LLC (incorporated by reference to Exhibit 3.149 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.147	Limited Liability Company Agreement of Porcupine Production, LLC (incorporated by reference to Exhibit 3.150 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.148	Certificate of Formation of Porcupine Transportation, LLC (incorporated by reference to Exhibit 3.151 to the Registrant’s Form S-4 Registration Statement No. 333-106208)

II-8

Exhibit
No.		Description of Exhibit
	4.149	Limited Liability Company Agreement of Porcupine Transportation, LLC (incorporated by reference to Exhibit 3.152 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.150	Certificate of Incorporation of Powder River Coal Company (incorporated by reference to Exhibit 3.153 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.151	By-Laws of Powder River Coal Company (incorporated by reference to Exhibit 3.91 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.152	Certificate of Formation of Prairie State Generating Company, LLC (incorporated by reference to Exhibit 3.92 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.153	Limited Liability Company Agreement of Prairie State Generating Company, LLC (incorporated by reference to Exhibit 3.156 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.154	Certificate of Incorporation of Rio Escondido Coal Corp. (incorporated by reference to Exhibit 3.93 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.155	By-Laws of Rio Escondido Coal Corp. (incorporated by reference to Exhibit 3.94 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.156	Certificate of Incorporation of Rivers Edge Mining, Inc. (formerly known as Peabody Enterprises, Inc. II) (incorporated by reference to Exhibit 3.159 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.157	By-Laws of Rivers Edge Mining, Inc. (formerly known as Peabody Enterprises, Inc. II) (incorporated by reference to Exhibit 3.160 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.158	Certificate of Incorporation of Riverview Terminal Company (formerly known as Darius Gold Mine Inc.)(incorporated by reference to Exhibit 3.25 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.159	By-Laws of Riverview Terminal Company (formerly known as Darius Gold Mine Inc.)(incorporated by reference to Exhibit 3.26 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.160	Certificate of Incorporation of Seneca Coal Company (incorporated by reference to Exhibit 3.95 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.161	By-Laws of Seneca Coal Company (incorporated by reference to Exhibit 3.96 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.162	Certificate of Incorporation of Sentry Mining Company (incorporated by reference to Exhibit 3.97 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.163	By-Laws of Sentry Mining Company (incorporated by reference to Exhibit 3.98 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.164	Certificate of Incorporation of Snowberry Land Company (incorporated by reference to Exhibit 3.99 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.165	By-Laws of Snowberry Land Company (incorporated by reference to Exhibit 3.100 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.166	Certificate of Formation of Star Lake Energy Company, L.L.C. (formerly known as PG Investments Eight, L.L.C.) (incorporated by reference to Exhibit 3.169 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.167	Limited Liability Company Agreement of Star Lake Energy Company, L.L.C. (Formerly known as PG Investments Eight, L.L.C.) (incorporated by reference to Exhibit 3.170 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.168	Certificate of Incorporation of Sterling Smokeless Coal Company (Formerly known as Low Volatile Coals, Inc.) (incorporated by reference to Exhibit 3.101 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.169	By-Laws of Sterling Smokeless Coal Company (Formerly known as Low Volatile Coals, Inc.) (incorporated by reference to Exhibit 3.102 to the Registrant’s Form S-4 Registration Statement No. 333-59073)

II-9

Exhibit
No.		Description of Exhibit
	4.170	Partnership Agreement of Sugar Camp Properties between Franks Energy, LLC. and Black Beauty Equipment Company (incorporated by reference to Exhibit 3.173 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.171	Certificate of Formation of Thoroughbred, L.L.C. (incorporated by reference to Exhibit 3.103 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.172	Operating Agreement of Thoroughbred, L.L.C. (incorporated by reference to Exhibit 3.104 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.173	Certificate of Formation of Thoroughbred Generating Company, L.L.C. (Formerly known as PG Investments Nine, LLC) (incorporated by reference to Exhibit 3.176 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.174	Limited Liability Company Agreement of Thoroughbred Generating Company, L.L.C. (Formerly known as PG Investments Nine, LLC) (incorporated by reference to Exhibit 3.177 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.175	Certificate of Formation of Thoroughbred Mining Company, L.L.C. (incorporated by reference to Exhibit 3.178 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.176	Limited Liability Company Agreement of Thoroughbred Mining Company, L.L.C. (incorporated by reference to Exhibit 3.179 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.177	Certificate of Incorporation of Yankeetown Dock Corporation (incorporated by reference to Exhibit 3.180 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.178	By-Laws of Yankeetown Dock Corporation (incorporated by reference to Exhibit 3.181 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.179*	Certificate of Incorporation of Indian Hill Company
	4.180*	By-Laws of Indian Hill Company
	4.181*	Certificate of Formation of Kanawha River Ventures I, LLC
	4.182*	Limited Liability Company Agreement of Kanawha River Ventures I, LLC
	4.183*	Certificate of Incorporation of Midwest Coal Acquisition Corp.
	4.184*	By-Laws of Midwest Coal Acquisition Corp.
	4.185*	Certificate of Formation of Peabody PowerTree Investments, LLC
	4.186*	Limited Liability Company Agreement of Peabody PowerTree Investments, LLC
	4.187*	Certificate of Formation of PEC Equipment Company, LLC
	4.188*	Limited Liability Company Agreement of PEC Equipment Company, LLC
	4.189*	Certificate of Formation of Point Pleasant Dock Company, LLC
	4.190*	Limited Liability Company Agreement of Point Pleasant Dock Company, LLC
	4.191*	Certificate of Formation of Williamsville Coal Company, LLC
	4.192*	Limited Liability Company Agreement of Williamsville Coal Company, LLC
	4.193***	Certificate of Formation of Black Hills Mining Company, LLC
	4.194***	Operating Agreement of Black Hills Mining Company, LLC
	4.195***	Certificate of Formation of Black Stallion Coal Company, LLC
	4.196***	Limited Liability Company Agreement of Black Stallion Coal Company, LLC
	4.197***	Certificate of Formation of BTU Venezuela LLC
	4.198***	Limited Liability Company Agreement of BTU Venezuela LLC
	4.199***	Certificate of Incorporation of BTU Worldwide, Inc.
	4.200***	By-Laws of BTU Worldwide, Inc.
	4.201***	Certificate of Incorporation of PDC Partnership Holdings, Inc.
	4.202***	By-Laws of PDC Partnership Holdings, Inc.
	4.203***	Certificate of Conversion of Peabody Development Company, LLC (formerly known as Peabody Development Company)
	4.204***	Limited Liability Company Agreement of Peabody Development Company, LLC (formerly known as Peabody Development Company)

II-10

Exhibit
No.		Description of Exhibit
	4.205***	Certificate of Formation of Waterside-Marissa Development, L.L.C.
	4.206***	Limited Liability Company Agreement of Waterside-Marissa Development, L.L.C.
	4.207	Senior Note Indenture dated as of March 21, 2003 among Peabody Energy Corporation, the Subsidiary Guarantors (as defined therein) and US Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, filed on May 13, 2003)
	4.208	Exchange and Registration Rights Agreement dated as of March 21, 2003 among Peabody Energy Corporation, the Subsidiary Guarantors (as defined therein) from time to time party thereto and Lehman Brothers Inc. on behalf of the Initial Purchasers. (incorporated by reference to Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, filed on May 13, 2003)
	4.209	First Supplemental Senior Note Indenture dated as of May 7, 2003 among Peabody Energy Corporation, the Guaranteeing Subsidiaries (as defined therein) and US Bank National Association, as trustee. (incorporated by reference to Exhibit 4.3 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.210*	Second Supplemental Senior Note Indenture dated as of September 30, 2003 among Peabody Energy Corporation, the Guaranteeing Subsidiaries (as defined therein) and US Bank National Association, as trustee
	4.211***	Third Supplemental Senior Note Indenture dated as of February 24, 2004 among Peabody Energy Corporation, the Guaranteeing Subsidiaries (as defined therein) and US Bank National Association, as trustee
	4.212*	Form of Senior Indenture
	4.213*	Form of Subordinated Indenture
	4.214	Specimen of stock certificate representing the registrant’s common stock, $0.01 par value (Incorporated by reference to Exhibit 4.13 of the Registrant’s Form S-1 Registration Statement No. 333-55412)
	4.215**	Form of Senior Security
	4.216**	Form of Subordinated Security
	4.217**	Form of Warrant Agreement
	4.218**	Form of preferred stock share certificate
	5*	Opinion of Simpson Thacher & Bartlett LLP
	12***	Statement of computation of ratios
	23.1*	Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5)
	23.2***	Consent of Ernst & Young LLP, Independent Auditors
	24	Power of Attorney (previously included on signature pages)
	24.1***	Power of Attorney of B.R. Brown
	24.2***	Power of Attorney of Walter L. Hawkins, Jr.
	24.3***	Power of Attorney of Gary T. Kacich
	24.4***	Power of Attorney of Colin M. Kelly
	24.5***	Power of Attorney of James C. Sevem
	25**	Statement of Eligibility of Trustee

*	Previously filed
**	To be filed with a subsequent 8-K
***	Filed herewith

II-11

Item 17. Undertakings.

      The undersigned registrant hereby undertakes:

      (a)(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 of 1933, as amended (the “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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

      (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;

      (2) That, for the purpose of determining any liability under the 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.

      (b) Insofar as indemnification for liabilities arising under the 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 Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue.

      (c) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) 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.

      (d) The undersigned registrant hereby undertakes that:

      (1) For purposes of determining any liability under the Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

      (2) For the purpose of determining any liability under the Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities

II-12

offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (e) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

II-13

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri as of March 4, 2004.

PEABODY ENERGY CORPORATION

BY:  *

Irl F. Engelhardt

Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed as of the 4th day of March 2004 by the following persons in the capacities indicated:

Signature	Title
* Irl F. Engelhardt	Chairman, Chief Executive Officer and Director (Principal Executive Officer)
* Richard A. Navarre	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
*  Henry E. Lentz	Director
* B. R. Brown	Director
*  William E. James	Director
*   Robert B. Karn	Director
*  William C. Rusnack	Director
*  James R. Schlesinger	Director
*  Blanche M. Touhill	Director
* Sandra Van Trease	Director

II-14

Signature		Title
*  Alan H. Washkowitz		Director
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-15

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

AFFINITY MINING COMPANY

CHARLES COAL COMPANY

EACC CAMPS, INC.

HILLSIDE MINING COMPANY

MARTINKA COAL COMPANY

By:  *

J. Nemec

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* J. Nemec		President and Director
* Walter L. Hawkins, Jr.		Vice President and Treasurer
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-16

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

ARCLAR COMPANY, LLC

By: BLACK BEAUTY COAL COMPANY

    as Member

By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

By: PEABODY HOLDING COMPANY, INC.

    as Member

By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* Aaron D. Jackson		President
* Walter L. Hawkins, Jr.		Vice President and Treasurer
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-17

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

ARID OPERATIONS INC.

COTTONWOOD LAND COMPANY

GOLD FIELDS CHILE, S.A.

INDEPENDENCE MATERIAL HANDLING COMPANY

PEABODY AMERICA, INC.

PEABODY VENEZUELA COAL CORP.

By:  *

R.B. Walcott, Jr.

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* R.B. Walcott, Jr.		President and Director
* Walter L. Hawkins, Jr.		Vice President and Treasurer
* R.A. Navarre		Director
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-18

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

BEAVER DAM COAL COMPANY

By:  *

J.C. Sevem

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* J.C. Sevem		President and Director
* Walter L. Hawkins, Jr.		Vice President and Treasurer
* L.B. Stottlemyre		Director
* F.D. Palmer		Director
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-19

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

BIG RIDGE, INC.

By:  *

Aaron D. Jackson

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* Aaron D. Jackson		President
* Walter L. Hawkins, Jr.		Vice President and Treasurer
* R.A. Navarre		Director
* F. D. Palmer		Director
* L.B. Stottlemyre		Director
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-20

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

BIG SKY COAL COMPANY

By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature	Title
* I.S. Craig	Director
* Walter L. Hawkins, Jr.	Vice President and Treasurer
*By:/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-21

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

BLACK BEAUTY COAL COMPANY

By: BLACK BEAUTY RESOURCES, INC.

    By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

By: THOROUGHBRED, L.L.C.

    By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature	Title
* Daniel S. Hermann	President
* Walter L. Hawkins, Jr.	Vice President and Treasurer
*By:/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-22

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

BLACK BEAUTY EQUIPMENT COMPANY

EAGLE COAL COMPANY

FALCON COAL COMPANY

By: BLACK BEAUTY RESOURCES, INC.

    By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

By: THOROUGHBRED, L.L.C.

    By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature	Title
* Daniel S. Hermann	President
* Walter L. Hawkins, Jr.	Vice President and Treasurer
*By:/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-23

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

BLACK BEAUTY HOLDING COMPANY, LLC

MUSTANG ENERGY COMPANY, L.L.C.

STAR LAKE ENERGY COMPANY, L.L.C.

By:  PEABODY ENERGY CORPORATION

                        as Sole Member

By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature	Title
* R.B. Walcott, Jr.	President
* Walter L. Hawkins, Jr.	Vice President and Treasurer
*By:/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-24

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

BLACK BEAUTY MINING, INC.

BLACK BEAUTY UNDERGROUND, INC.

By:  *

DANIEL S. HERMANN

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature	Title
* Daniel S. Hermann	President
* Walter L. Hawkins, Jr.	Vice President and Treasurer
* R.A. Navarre	Director
* R.B. Walcott, Jr.	Director
* L.B. Stottlemyre	Director
*By:/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-25

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

BLACK BEAUTY RESOURCES, INC.

BY:  *

DANIEL S. HERMANN

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* Daniel S. Hermann		President
* Walter L. Hawkins, Jr.		Vice President and Treasurer
* R.A. Navarre		Director
* L.B. Stottlemyre		Director
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-26

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

BLACK WALNUT COAL COMPANY

By:  *

G.W. Halstead

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* G.W. Halstead		President
* Walter L. Hawkins, Jr.		Vice President and Treasurer
* R.A. Navarre		Director
* R.B. Walcott, Jr.		Director
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-27

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

BLUEGRASS COAL COMPANY

GRAND EAGLE MINING, INC.

OHIO COUNTY COAL COMPANY

SENTRY MINING COMPANY

By:  *

Kenneth E. Allen

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* Kenneth E. Allen		President and Director
* Walter L. Hawkins, Jr.		Vice President and Treasurer
* R.A. Navarre		Director
* Kemal Williamson		Director
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-28

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

CABALLO COAL COMPANY

POWDER RIVER COAL COMPANY

By:  *

I. S. Craig

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* I. S. Craig		President and Director
* Walter L. Hawkins, Jr.		Vice President and Treasurer
* R.A. Navarre		Director
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-29

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

CLEATON COAL COMPANY

By:  *

Kemal Williamson

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* Kemal Williamson		President and Director
* Walter L. Hawkins, Jr.		Vice President and Treasurer
* R.A. Navarre		Director
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-30

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

COAL PROPERTIES CORP.

By:  *

J. Nemec

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature	Title
* J. Nemec	President and Director
* Walter L. Hawkins, Jr.	Vice President and Treasurer
* R.A. Navarre	Director
*By: /s/ JEFFERY L. KLINGER Attorney-In-Fact

II-31

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

COLONY BAY COAL COMPANY

BY: CHARLES COAL COMPANY

By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

By: EASTERN ASSOCIATED COAL CORP.

By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature	Title
* Walter L. Hawkins, Jr.	Vice President and Treasurer
* Gary T. Kacich	Vice President and Assistant Treasurer
*By: /s/ JEFFERY L. KLINGER Attorney-In-Fact

II-32

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

COOK MOUNTAIN COAL COMPANY

By:  *

J. Nemec

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature	Title
* J. Nemec	President and Director
* Walter L. Hawkins, Jr.	Vice President and Treasurer
*By: /s/ JEFFERY L. KLINGER Attorney-In-Fact

II-33

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

CYPRUS CREEK LAND COMPANY

By:  *

R.B. Walcott, Jr.

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature	Title
* R.B. Walcott, Jr.	President and Director
* Walter L. Hawkins, Jr.	Vice President and Treasurer
* R.A. Navarre	Director
* J.C. Sevem	Director
*By: /s/ JEFFERY L. KLINGER Attorney-In-Fact

II-34

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

CYPRUS CREEK LAND RESOURCES, LLC

PORCUPINE PRODUCTION, LLC

PORCUPINE TRANSPORTATION, LLC

By:  PEABODY DEVELOPMENT COMPANY, LLC

as Sole Member

By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature	Title
* R.B. Walcott, Jr.	President
* Walter L. Hawkins, Jr.	Vice President and Treasurer
*By: /s/ JEFFERY L. KLINGER Attorney-In-Fact

II-35

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

EASTERN ASSOCIATED COAL CORP.
PINE RIDGE COAL COMPANY

By:  *

J. Nemec

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* J. Nemec		President and Director
* Walter L. Hawkins, Jr.		Vice President and Treasurer
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-36

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

EASTERN ROYALTY CORP.

By:  *

James C. Sevem

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* James C. Sevem		President
* Walter L. Hawkins, Jr.		Vice President and Treasurer
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-37

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

EMPIRE MARINE, LLC

BY:  ARCLAR COMPANY, LLC

       as Sole Member

By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* Daniel S. Hermann		President
* Walter L. Hawkins, Jr.		Vice President and Treasurer
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-38

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

GALLO FINANCE COMPANY

By:  *

John L. Wasik

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* John L. Wasik		President and Director
* Walter L. Hawkins, Jr.		Vice President and Treasurer
* R.B. Walcott, Jr.		Director
* G.J. Holway		Director
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-39

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

GOLD FIELDS MINING CORPORATION

By:  *

R.B. Walcott, Jr.

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* R.B. Walcott, Jr.		President and Director
* Walter L. Hawkins, Jr.		Vice President and Treasurer
* C.C. Kennedy		Director
* R.A. Navarre		Director
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-40

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

GOLD FIELDS OPERATING CO. — ORTIZ

By:  *

R.B. Walcott, Jr.

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* R.B. Walcott, Jr.		President and Director
* Walter L. Hawkins, Jr.		Vice President and Treasurer
* R.A. Navarre		Director
* C.C. Kennedy		Director
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-41

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

GIBCO MOTOR EXPRESS, LLC

BY:  BLACK BEAUTY COAL COMPANY

               as Sole Member

By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* Larry F. Meeks		President
* Walter L. Hawkins, Jr.		Vice President and Treasurer
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-42

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

HAYDEN GULCH TERMINAL, INC.

By:  *

John L. Wasik

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* John L. Wasik		President and Director
* Walter L. Hawkins, Jr.		Vice President and Treasurer
* R.A. Navarre		Director
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-43

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

HIGHLAND MINING COMPANY

PEABODY COAL COMPANY

By:  *

Kemal Williamson

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* Kemal Williamson		President and Director
* Walter L. Hawkins, Jr.		Vice President and Treasurer
* F.D. Palmer		Director
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-44

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

HIGHWALL MINING SERVICES COMPANY

BY:  *

JOHN L. WASIK

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* John L. Wasik		President and Director
* Walter L. Hawkins, Jr.		Vice President and Treasurer
* R.A. Navarre		Director
* G.W. Halstead		Director
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-45

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

INDIAN HILL COMPANY

By: PEABODY ENERGY CORPORATION

as Sole Member

By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* Charles B. Ebetino, Jr.		President and Director
* Walter L. Hawkins, Jr.		Vice President and Treasurer
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-46

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

INTERIOR HOLDINGS CORP.

BY:  *

I. ENGELHARDT

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* I. Engelhardt		President and Director
* Walter L. Hawkins, Jr.		Vice President and Treasurer
* R.A. Navarre		Director
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-47

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

JAMES RIVER COAL TERMINAL COMPANY

PEABODY COALSALES COMPANY

PEABODY ENERGY SOLUTIONS, INC.

PEABODY TERMINALS, INC.

BY:  *

R.M. WHITING

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* R.M. Whiting		President and Director
* Walter L. Hawkins, Jr.		Vice President and Treasurer
* R.B. Walcott, Jr.		Director
* R.A. Navarre		Director
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-48

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

JARRELL’S BRANCH COAL COMPANY

LOGAN FORK COAL COMPANY

By:  *

J. Nemec

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* J. Nemec		President and Director
* Walter L. Hawkins, Jr.		Vice President and Treasurer
* F.D. Palmer		Director
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-49

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

JUNIPER COAL COMPANY

By:  *

R.B. Walcott, Jr.

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* R.B. Walcott, Jr.		President
* Walter L. Hawkins, Jr.		Vice President and Treasurer
* R.A. Navarre		Director
* Richard Robison		Director
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-50

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

KANAWHA RIVER VENTURES I, LLC

By:  SNOWBERRY LAND COMPANY

                         as Member

By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* J. Nemec		President
* Walter L. Hawkins, Jr.		Vice President and Treasurer
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-51

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

KAYENTA MOBILE HOME PARK, INC.

By:  *

John L. Wasik

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* John L. Wasik		President and Director
* Walter L. Hawkins, Jr.		Vice President and Treasurer
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-52

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

MIDCO SUPPLY AND EQUIPMENT CORPORATION

By:  *

G.J. Holway

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* G.J. Holway		President
* Walter L. Hawkins, Jr.		Vice President and Treasurer
* R.A. Navarre		Director
* R.B. Walcott, Jr.		Director
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-53

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

MIDWEST COAL ACQUISITION CORP.

By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* R.B. Walcott, Jr.		President and Director
* Walter L. Hawkins, Jr.		Vice President and Treasurer
* R.A. Navarre		Director
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-54

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

MOUNTAIN VIEW COAL COMPANY

NORTH PAGE COAL CORP.

By:  *

J. Nemec

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* J. Nemec		President and Director
* Walter L. Hawkins, Jr.		Vice President and Treasurer
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-55

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

PATRIOT COAL COMPANY, L.P.

BY: SENTRY MINING COMPANY

By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

By: BLUEGRASS COAL COMPANY

By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* Kemal Williamson		Executive Manager
* Walter L. Hawkins, Jr.		Vice President and Treasurer
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-56

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

PEABODY ARCHVEYOR, L.L.C.

By:  GOLD FIELD MINING CORPORATION

                              as Sole Member

By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* R.B. Walcott, Jr.		President
* Walter L. Hawkins, Jr.		Vice President and Treasurer
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-57

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

PEABODY COALTRADE, INC.

By:  *

Stephen L. Miller

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* Stephen L. Miller		President and Director
* Walter L. Hawkins, Jr.		Vice President and Treasurer
* R.B. Walcott, Jr.		Director
* R.M. Whiting		Director
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-58

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

PEABODY DEVELOPMENT COMPANY, LLC

POND RIVER LAND COMPANY

By:  *

R.B. Walcott, Jr.

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* R.B. Walcott, Jr.		President
* Walter L. Hawkins, Jr.		Vice President and Treasurer
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-59

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

PEABODY DEVELOPMENT LAND HOLDINGS, LLC

By:  PEABODY DEVELOPMENT COMPANY, LLC

                              as Member

By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

By: PEABODY HOLDING COMPANY, INC.

                              as Member

By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* R.B. Walcott, Jr.		President
* Walter L. Hawkins, Jr.		Vice President and Treasurer
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-60

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

PEABODY ENERGY GENERATION HOLDING

COMPANY

By:  *

R.B. Walcott, Jr.

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* R.B. Walcott, Jr.		President and Director
* Walter L. Hawkins, Jr.		Vice President and Treasurer
* R.A. Navarre		Director
* J.A. Williams		Director
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-61

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

PEABODY ENERGY INVESTMENTS, INC.

By:  *

D.K. Tickner

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* D.K. Tickner		President
* Walter L. Hawkins, Jr.		Vice President and Treasurer
* R.B. Walcott, Jr.		Director
* R.A. Navarre		Director
* J.C. Sevem		Director
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-62

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

PEABODY HOLDING COMPANY, INC.

By:  *

I. Engelhardt

Chairman and Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* I. Engelhardt		Chairman, Chief Executive Officer and Director
* Walter L. Hawkins, Jr.		Vice President and Treasurer
* R.B. Walcott, Jr.		Director
* R.M. Whiting		Director
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-63

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

PEABODY NATURAL GAS, LLC

By:  PEABODY HOLDING COMPANY, INC.

                              as Sole Member

By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* R.B. Walcott, Jr.		President
* Walter L. Hawkins, Jr.		Vice President and Treasurer
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-64

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

PEABODY NATURAL RESOURCES COMPANY

BY:  *

R.B. WALCOTT, JR.

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* R.B. Walcott, Jr.		President and Director
* Walter L. Hawkins, Jr.		Vice President and Treasurer
* R.A. Navarre		Director
* John L. Wasik		Director
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-65

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

PEABODY POWERTREE INVESTMENTS, LLC

By:  PEABODY ENERGY CORPORATION

                              as Sole Member

By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* F.D. Palmer		President
* Walter L. Hawkins, Jr.		Vice President and Treasurer
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-66

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

PEABODY RECREATIONAL LANDS, L.L.C.

BY: PEABODY DEVELOPMENT COMPANY, LLC

                           as Sole Member

By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* Kenneth E. Allen		President
* Walter L. Hawkins, Jr.		Vice President and Treasurer
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-67

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

PEABODY SOUTHWESTERN COAL COMPANY

BY:  *

G. BRADLEY BROWN

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* G. Bradley Brown		Vice President and Director
* John L. Wasik		Director
* Walter L. Hawkins, Jr.		Vice President and Treasurer
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-68

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

PEABODY-WATERSIDE DEVELOPMENT, L.L.C.

By: PEABODY DEVELOPMENT COMPANY, LLC

                           as Sole Member

By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* T. L. Bethel		President
* Walter L. Hawkins, Jr.		Vice President and Treasurer
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-69

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

PEABODY WESTERN COAL COMPANY

SENECA COAL COMPANY

By:  *

John L. Wasik

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* John L. Wasik		President and Director
* Walter L. Hawkins, Jr.		Vice President and Treasurer
* R.M. Whiting		Director
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-70

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

PEC EQUIPMENT COMPANY, LLC

By: PEABODY ENERGY CORPORATION

                           as Sole Member

By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature	Title
* R.A. Navarre	President
* Walter L. Hawkins, Jr.	Vice President and Treasurer
*By: /s/ JEFFERY L. KLINGER Attorney-In-Fact

II-71

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

POINT PLEASANT DOCK COMPANY, LLC

By: PEABODY ENERGY CORPORATION

                           as Sole Member

By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature	Title
* R.B. Walcott, Jr.	President
* Walter L. Hawkins, Jr.	Vice President and Treasurer
*By: /s/ JEFFERY L. KLINGER Attorney-In-Fact

II-72

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

POND CREEK LAND RESOURCES, LLC

By: PEABODY COAL COMPANY

                           as Sole Member

By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature	Title
* Kemal Williamson	President
* Walter L. Hawkins, Jr.	Vice President and Treasurer
*By: /s/ JEFFERY L. KLINGER Attorney-In-Fact

II-73

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

PRAIRIE STATE GENERATING COMPANY, LLC

By: PEABODY ENERGY CORPORATION

                           as Sole Member

By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature	Title
* Colin M. Kelly	President
* Walter L. Hawkins, Jr.	Vice President and Treasurer
*By: /s/ JEFFERY L. KLINGER Attorney-In-Fact

II-74

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

RIO ESCONDIDO COAL CORP.

BY:  *

JOHN L. WASIK

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* John L. Wasik		President and Director
* Walter L. Hawkins, Jr.		Vice President and Treasurer
* R.A. Navarre		Director
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-75

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

RIVERS EDGE MINING, INC.

By:  *

J. Nemec

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature	Title
* J. Nemec	President and Director
* Walter L. Hawkins, Jr.	Vice President and Treasurer
*By: /s/ JEFFERY L. KLINGER Attorney-In-Fact

II-76

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

RIVERVIEW TERMINAL COMPANY

By:  *

Stephen L. Miller

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature	Title
* Stephen L. Miller	President
* Walter L. Hawkins, Jr.	Vice President and Treasurer
* R.B. Walcott, Jr.	Director
* R.A. Navarre	Director
*By: /s/ JEFFERY L. KLINGER Attorney-In-Fact

II-77

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

SNOWBERRY LAND COMPANY

By:  *

J. Nemec

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* J. Nemec		President and Director
* Walter L. Hawkins, Jr.		Vice President and Treasurer
* R.M. Whiting		Director
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-78

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

STERLING SMOKELESS COAL COMPANY

BY:  *

J. NEMEC

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* J. Nemec		President and Director
* Walter L. Hawkins, Jr.		Vice President and Treasurer
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-79

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

SUGAR CAMP PROPERTIES

BY: BLACK BEAUTY EQUIPMENT COMPANY

By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

BY: PEABODY HOLDING COMPANY, INC.

By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* John C. Hill		President
* Walter L. Hawkins, Jr.		Vice President and Treasurer
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-80

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

THOROUGHBRED, L.L.C.

BY:  PEABODY HOLDING COMPANY, INC.

                           as Member

By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

By:  PEABODY DEVELOPMENT COMPANY, LLC

                           as Member

By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* R.M. Whiting		President
* Walter L. Hawkins, Jr.		Vice President and Treasurer
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-81

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

THOROUGHBRED GENERATING COMPANY, LLC

THOROUGHBRED MINING COMPANY, L.L.C.

By: PEABODY ENERGY CORPORATION

                           as Sole Member

By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature	Title
* D.K. Tickner	President
* Walter L. Hawkins, Jr.	Vice President and Treasurer
*By: /s/ JEFFERY L. KLINGER Attorney-In-Fact

II-82

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

WILLIAMSVILLE COAL COMPANY, LLC

BY:  MIDWEST COAL ACQUISITION CORP.

                           as Sole Member

By:  *

Walter L. Hawkins, Jr.

Vice President and Treasurer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* R.B. Walcott, Jr.		President
* Walter L. Hawkins, Jr.		Vice President and Treasurer
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-83

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

YANKEETOWN DOCK CORPORATION

By:  *

Kemal Williamson

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature		Title
* Kemal Williamson		President and Director
* Walter L. Hawkins, Jr.		Vice President and Treasurer
* Kenneth E. Allen		Director
*By:	/s/ JEFFERY L. KLINGER Attorney-In-Fact

II-84

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

BLACK HILLS MINING COMPANY, LLC

By:  /s/ WALTER L. HAWKINS, JR.

Walter L. Hawkins, Jr.

Vice President and Treasurer

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and/or officers whose signature appears below hereby constitutes and appoints Irl F. Engelhardt, Richard A. Navarre and Jeffery L. Klinger, or any one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to the Registration Statement, including post-effective amendments, and registration statements filed pursuant to Rule 462 under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and does hereby grant unto said attorneys in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature	Title
/s/ CHARLES A. EBETINO, JR. Charles A. Ebetino, Jr.	President
/s/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.	Vice President and Treasurer

II-85

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

BLACK STALLION COAL COMPANY, LLC

By:  /s/ WALTER L. HAWKINS, JR.

Walter L. Hawkins, Jr.

Vice President and Treasurer

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and/or officers whose signature appears below hereby constitutes and appoints Irl F. Engelhardt, Richard A. Navarre and Jeffery L. Klinger, or any one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to the Registration Statement, including post-effective amendments, and registration statements filed pursuant to Rule 462 under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and does hereby grant unto said attorneys in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature	Title
/s/ G. W. HALSTEAD G. W. Halstead	President
/s/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.	Vice President and Treasurer

II-86

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

BTU VENEZUELA LLC

By:  /s/ WALTER L. HAWKINS, JR.

Walter L. Hawkins, Jr.

Vice President and Treasurer

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and/or officers whose signature appears below hereby constitutes and appoints Irl F. Engelhardt, Richard A. Navarre and Jeffery L. Klinger, or any one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to the Registration Statement, including post-effective amendments, and registration statements filed pursuant to Rule 462 under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and does hereby grant unto said attorneys in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature	Title
/s/ I. F. ENGELHARDT I. F. Engelhardt	President
/s/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.	Vice President and Treasurer

II-87

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

BTU WORLDWIDE, INC.

By:  /s/ WALTER L. HAWKINS, JR.

Walter L. Hawkins, Jr.

Vice President and Treasurer

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and/or officers whose signature appears below hereby constitutes and appoints Irl F. Engelhardt, Richard A. Navarre and Jeffery L. Klinger, or any one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments to the Registration Statement, including post-effective amendments, and registration statements filed pursuant to Rule 462 under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and does hereby grant unto said attorneys in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature	Title
/s/ I.F. ENGELHARDT I.F. Engelhardt	Chairman, Chief Executive Officer and Director
/s/ RICHARD A. NAVARRE Richard A. Navarre	Executive Vice President and Chief Financial Officer
/s/ R.B. WALCOTT, JR. R.B. Walcott, Jr.	Executive Vice President and Director
/s/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.	Vice President and Treasurer

II-88

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

PDC PARTNERSHIP HOLDINGS, INC.

By:  /s/ WALTER L. HAWKINS, JR.

Walter L. Hawkins, Jr.

Vice President and Treasurer

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and/or officers whose signature appears below hereby constitutes and appoints Irl F. Engelhardt, Richard A. Navarre and Jeffery L. Klinger, or any one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to the Registration Statement, including post-effective amendments, and registration statements filed pursuant to Rule 462 under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and does hereby grant unto said attorneys in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature	Title
/s/ RICHARD A. NAVARRE Richard A. Navarre	President and Director
/s/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.	Vice President and Treasurer
/s/ R.B. WALCOTT, JR. R.B. Walcott, Jr.	Director

II-89

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of St. Louis, State of Missouri on March 4, 2004.

WATERSIDE-MARISSA DEVELOPMENT, L.L.C.

By:  /s/ WALTER L. HAWKINS, JR.

Walter L. Hawkins, Jr.

Vice President and Treasurer

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and/or officers whose signature appears below hereby constitutes and appoints Irl F. Engelhardt, Richard A. Navarre and Jeffery L. Klinger, or any one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to the Registration Statement, including post-effective amendments, and registration statements filed pursuant to Rule 462 under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and does hereby grant unto said attorneys in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 4th day of March 2004 by the following persons in the capacities indicated:

Signature	Title
/s/ TERRY L. BETHEL Terry L. Bethel	President
/s/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.	Vice President and Treasurer

II-90

EXHIBIT INDEX

Exhibit
No.		Description of Exhibit
	1.1**	Form of Underwriting Agreement (Debt)
	1.2**	Form of Underwriting Agreement (Equity)
	1.3**	Form of Underwriting Agreement (Preferred Stock)
	1.4**	Form of Underwriting Agreement (Units)
	1.5**	Form of Underwriting Agreement (Warrants)
	4.1	Third Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Form S-1 Registration Statement No. 333-55412)
	4.2	Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, filed on November 14, 2002)
	4.3	Certificate of Incorporation of Affinity Mining Company (incorporated by reference to Exhibit 3.3 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.4	By-Laws of Affinity Mining Company (incorporated by reference to Exhibit 3.4 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.5	Certificate of Existence of Arclar Company, LLC (formerly known as Sugar Camp Coal, L.L.C.) (incorporated by reference to Exhibit 3.5 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.6	Second Amended and Restated Operating Agreement of Arclar Company, LLC (formerly known as Sugar Camp Coal, L.L.C.)
	4.7	Certificate of Incorporation of Arid Operations Inc. (incorporated by reference to Exhibit 3.7 to the Registrant’s Form S-4 Registration Statement No. 333-106208) (incorporated by reference to Exhibit 3.7 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.8	By-Laws of Arid Operations Inc. (incorporated by reference to Exhibit 3.8 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.9	Certificate of Incorporation of Beaver Dam Coal Company (incorporated by reference to Exhibit 3.9 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.10	By-Laws of Beaver Dam Coal Company (incorporated by reference to Exhibit 3.10 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.11	Certificate of Incorporation of Big Ridge, Inc. (formerly known as Arclar Company) (incorporated by reference to Exhibit 3.11 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.12	By-Laws of Big Ridge, Inc. (formerly known as Arclar Company) (incorporated by reference to Exhibit to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.13	Certificate of Incorporation of Big Sky Coal Company (incorporated by reference to Exhibit 3.13 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.14	By-Laws of Big Sky Coal Company (incorporated by reference to Exhibit 3.14 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.15	Third Amended and Restated Partnership Agreement of Black Beauty Coal Company between Black Beauty Resources, Inc. and Thoroughbred, L.L.C. (incorporated by reference to Exhibit 3.15 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.16	Amended and Restated Partnership Agreement of Black Beauty Equipment Company between Black Beauty Resources, Inc. and Thoroughbred, L.L.C. (incorporated by reference to Exhibit 3.16 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.17	Certificate of Formation of Black Beauty Holding Company, LLC (incorporated by reference to Exhibit 3.17 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.18	Limited Liability Company Agreement of Black Beauty Holding Company, LLC (incorporated by reference to Exhibit 3.18 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.19	Articles of Incorporation of Black Beauty Mining, Inc. (incorporated by reference to Exhibit 3.19 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.20	By-Laws of Black Beauty Mining, Inc. (incorporated by reference to Exhibit 3.20 to the Registrant’s Form S-4 Registration Statement No. 333-106208)

Exhibit
No.		Description of Exhibit
	4.21	Amended and Restated Articles of Incorporation of Black Beauty Resources, Inc. (incorporated by reference to Exhibit 3.21 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.22	By-Laws of Black Beauty Resources, Inc. (incorporated by reference to Exhibit 3.21 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.23	Articles of Incorporation of Black Beauty Underground, Inc. (incorporated by reference to Exhibit 3.23 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.24	By-Laws of Black Beauty Underground, Inc. (incorporated by reference to Exhibit 3.24 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.25	Certificate of Incorporation of Black Walnut Coal Company (incorporated by reference to Exhibit 3.25 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.26	By-Laws of Black Walnut Coal Company (incorporated by reference to Exhibit 3.26 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.27	Certificate of Incorporation of Bluegrass Coal Company (incorporated by reference to Exhibit 3.27 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.28	By-Laws of Bluegrass Coal Company (incorporated by reference to Exhibit 3.28 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.29	Certificate of Incorporation of Caballo Coal Company (incorporated by reference to Exhibit 3.29 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.30	By-Laws of Caballo Coal Company (incorporated by reference to Exhibit 3.30 to the Registrant’s Form S-1 Registration Statement No. 333-59073)
	4.31	Certificate of Incorporation of Charles Coal Company (incorporated by reference to Exhibit 3.31 to the Registrant’s Form S-1 Registration Statement No. 333-59073)
	4.32	By-Laws of Charles Coal Company (incorporated by reference to Exhibit 3.32 to the Registrant’s Form S-1 Registration Statement No. 333-59073)
	4.33	Certificate of Incorporation of Cleaton Coal Company (formerly known as Peabody Enterprises, Inc. I) (incorporated by reference to Exhibit 3.33 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.34	By-Laws of Cleaton Coal Company (formerly known as Peabody Enterprises, Inc. I) (incorporated by reference to Exhibit 3.34 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.35	Certificate of Incorporation of Coal Properties Corp. (incorporated by reference to Exhibit 3.35 to the Registrant’s Form S-1 Registration Statement No. 333-59073)
	4.36	By-Laws of Coal Properties Corp. (incorporated by reference to Exhibit 3.36 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.37	Amended and Restated Venture Agreement of Colony Bay Coal Company (incorporated by reference into Exhibit 3.37 to the Registrant’s Form S-1 Registration Statement No. 333-59073)
	4.38	Certificate of Incorporation of Cook Mountain Coal Company (incorporated by reference to Exhibit 3.38 to the Registrant’s Form S-1 Registration Statement No. 333-59073)
	4.39	By-Laws of Cook Mountain Coal Company (incorporated by reference to Exhibit 3.39 to the Registrant’s Form S-1 Registration Statement No. 333-59073)
	4.40	Certificate of Incorporation of Cottonwood Land Company (incorporated by reference to Exhibit 3.40 to the Registrant’s Form S-1 Registration Statement No. 333-59073)
	4.41	By-Laws of Cottonwood Land Company (incorporated by reference to Exhibit 3.41 to the Registrant’s Form S-1 Registration Statement No. 333-59073)
	4.42	Certificate of Incorporation of Cyprus Creek Land Company (incorporated by reference to Exhibit 3.42 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.43	By-Laws of Cyprus Creek Land Company (incorporated by reference to Exhibit 3.43 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.44	Certificate of Formation of Cyprus Creek Land Resources, L.L.C. (incorporated by reference to Exhibit 3.44 to the Registrant’s Form S-4 Registration Statement No. 333-106208)

Exhibit
No.		Description of Exhibit
	4.45	Limited Liability Company Agreement of Cyprus Creek Land Resources, L.L.C. (incorporated by reference to Exhibit 3.45 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.46	Certificate of Incorporation of EACC Camps, Inc. (formerly known as Koppers Recreation Camps) (incorporated by reference to Exhibit 3.46 to the Registrant’s Form S-1 Registration Statement No. 333-59073)
	4.47	By-Laws of EACC Camps, Inc. (formerly known as Koppers Recreation Camps) (incorporated by reference to Exhibit 3.47 to the Registrant’s Form S-1 Registration Statement No. 333-59073)
	4.48	Amended and Restated Partnership Agreement of Eagle Coal Company between Black Beauty Resources, Inc. and Thoroughbred, L.L.C.
	4.49	Certificate of Incorporation of Eastern Associated Coal Corp. (incorporated by reference to Exhibit 3.49 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.50	By-Laws of Eastern Associated Coal Corp. (incorporated by reference to Exhibit 3.50 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.51	Certificate of Incorporation of Eastern Royalty Corp. (incorporated by reference to Exhibit 3.51 to the Registrant’s Form S-1 Registration Statement No. 333-59073)
	4.52	By-Laws of Eastern Royalty Corp. (incorporated by reference to Exhibit 3.52 to the Registrant’s Form S-1 Registration Statement No. 333-59073)
	4.53	Certificate of Organization of Empire Marine, LLC (incorporated by reference to Exhibit 3.53 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.54	Articles of Organization of Empire Marine, LLC (incorporated by reference to Exhibit 3.54 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.55	Amended and Restated Partnership Agreement of Falcon Coal Company between Black Beauty Resources, Inc. and Thoroughbred, L.L.C. (incorporated by reference to Exhibit 3.55 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.56	Certificate of Incorporation of Gallo Finance Company (formerly known as Lee Ranch Coal Company) (incorporated by reference to Exhibit 3.56 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.57	By-Laws of Gallo Finance Company (formerly known as Lee Ranch Coal Company) (incorporated by reference to Exhibit 3.57 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.58	Articles of Organization of GIBCO Motor Express, LLC (incorporated by reference to Exhibit 3.58 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.59	Operating Agreement of GIBCO Motor Express, LLC (incorporated by reference to Exhibit 3.59 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.60	Certificate of Incorporation of Gold Fields Chile, S.A. (formerly known as Exploraciones y Minerales Sierra Morena S.A.) (incorporated by reference to Exhibit 3.60 to the Registrant’s Form S-1 Registration Statement No. 333-59073)
	4.61	By-Laws of Gold Fields Chile, S.A. (formerly known as Exploraciones y Minerales Sierra Morena S.A.) (incorporated by reference to Exhibit 3.61 to the Registrant’s Form S-1 Registration Statement No. 333-59073)
	4.62	Restated Certificate of Incorporation of Gold Fields Mining Corporation (incorporated by reference to Exhibit 3.62 to the Registrant’s Form S-1 Registration Statement No. 333-59073)
	4.63	By-Laws of Gold Fields Mining Corporation
	4.64	Certificate of Incorporation of Gold Fields Operating Co. — Ortiz (formerly known as East Tennessee Coal Company) (incorporated by reference to Exhibit 3.64 to the Registrant’s Form S-1 Registration Statement No. 333-59073)
	4.65	By-Laws of Gold Fields Operating Co. — Ortiz (formerly known as East Tennessee Coal Company) (incorporated by reference to Exhibit 3.65 to the Registrant’s Form S-1 Registration Statement No. 333-59073)
	4.66	Articles Certificate of Incorporation of Grand Eagle Mining, Inc. (incorporated by reference to Exhibit 3.67 to the Registrant’s Form S-4 Registration Statement No. 333-59073)

Exhibit
No.		Description of Exhibit
	4.67	By-Laws of Grand Eagle Mining, Inc. (incorporated by reference to Exhibit 3.68 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.68	Certificate of Incorporation of Hayden Gulch Terminal, Inc. (incorporated by reference to Exhibit 3.69 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.69	By-Laws of Hayden Gulch Terminal, Inc. (incorporated by reference to Exhibit 3.70 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.70	Certificate of Incorporation of Highland Mining Company (incorporated by reference to Exhibit 3.71 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.71	By-Laws of Highland Mining Company (incorporated by reference to Exhibit 3.72 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.72	Certificate of Incorporation of Highwall Mining Services Company (incorporated by reference to Exhibit 3.73 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.73	By-Laws of Highwall Mining Services Company (incorporated by reference to Exhibit 3.74 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.74	Certificate of Incorporation of Hillside Mining Company (formerly Blackrock First Capital) (incorporated by reference to Exhibit 3.9 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.75	By-Laws of Hillside Mining Company (formerly Blackrock First Capital) (incorporated by reference to Exhibit 3.76 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.76	Certificate of Incorporation of Independence Material Handling Company (incorporated by reference to Exhibit 3.77 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.77	By-Laws of Independence Material Handling Company (incorporated by reference to Exhibit 3.78 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.78	Certificate of Incorporation of Interior Holdings Corp. (incorporated by reference to Exhibit 3.79 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.79	By-Laws of Interior Holdings Corp. (incorporated by reference to Exhibit 3.80 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.80	Certificate of Incorporation of James River Coal Terminal Company (formerly known as A.T. Two, Inc.) (incorporated by reference to Exhibit 3.81 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.81	Restated By-Laws of James River Coal Terminal Company (formerly known as A.T. Two, Inc.) (incorporated by reference to Exhibit 3.82 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.82	Certificate of Incorporation of Jarrell’s Branch Coal Company (incorporated by reference to Exhibit 3.83 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.83	By-Laws of Jarrell’s Branch Coal Company (incorporated by reference to Exhibit 3.84 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.84	Certificate of Incorporation of Juniper Coal Company (incorporated by reference to Exhibit 3.85 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.85	By-Laws of Juniper Coal Company (incorporated by reference to Exhibit 3.86 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.86	Certificate of Incorporation of Kayenta Mobile Home Park, Inc. (incorporated by reference to Exhibit 3.87 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.87	By-Laws of Kayenta Mobile Home Park, Inc. (incorporated by reference to Exhibit 3.88 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.88	Certificate of Incorporation of Logan Fork Coal Company (incorporated by reference to Exhibit 3.89 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.89	By-Laws of Logan Fork Coal Company (incorporated by reference to Exhibit 3.90 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.90	Certificate of Incorporation of Martinka Coal Company (incorporated by reference to Exhibit 3.91 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.91	By-Laws of Martinka Coal Company (incorporated by reference to Exhibit 3.92 to the Registrant’s Form S-4 Registration Statement No. 333-59073)

Exhibit
No.		Description of Exhibit
	4.92	Articles of Incorporation of Midco Supply and Equipment Corporation (incorporated by reference to Exhibit 3.93 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.93	By-Laws of Midco Supply and Equipment Corporation (incorporated by reference to Exhibit 3.94 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.94	Certificate of Incorporation of Mountain View Coal Company (formerly known as Nueast Mining Corp) (incorporated by reference to Exhibit 3.95 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.95	By-Laws of Mountain View Coal Company (formerly known as Nueast Mining Corp) (incorporated by reference to Exhibit 3.96 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.96	Certificate of Formation of Mustang Energy Company, L.L.C. (formerly known as PG Investments Seven, L.L.C.) (incorporated by reference to Exhibit 3.97 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.97	Limited Liability Company Agreement of Mustang Energy Company, L.L.C. (formerly known as PG Investments Seven, L.L.C.) (incorporated by reference to Exhibit 3.98 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.98	Articles of Incorporation of North Page Coal Corp. (incorporated by reference to Exhibit 3.99 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.99	By-Laws of North Page Coal Corp. (incorporated by reference to Exhibit 3.100 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.100	Articles of Incorporation of Ohio County Coal Company (incorporated by reference to Exhibit 3.101 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.101	By-Laws of Ohio County Coal Company (incorporated by reference to Exhibit 3.102 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.102	Certificate of Limited Partnership of Patriot Coal Company, L.P. (incorporated by reference to Exhibit 3.103 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.103	Agreement of Limited Partnership of Patriot Coal Company, L.P. (incorporated by reference to Exhibit 3.104 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.104	Certificate of Incorporation of Peabody America, Inc. (incorporated by reference to Exhibit 3.105 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.105	By-Laws of Peabody America, Inc. (incorporated by reference to Exhibit 3.106 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.106	Certificate of Formation of Peabody Archveyor, L.L.C. (formerly known as PG Investments Ten, L.L.C.) (incorporated by reference to Exhibit 3.107 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.107	Limited Liability Company Agreement of Peabody Archveyor, L.L.C. (formerly known as PG Investments Ten L.L.C.) (incorporated by reference to Exhibit 3.108 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.108	Certificate of Incorporation of Peabody COALSALES Company (incorporated by reference to Exhibit 3.109 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.109	By-Laws of Peabody COALSALES Company (incorporated by reference to Exhibit 3.110 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.110	Certificate of Incorporation of Peabody COALTRADE, Inc. (formerly known as COALTRADE, Inc.) (incorporated by reference to Exhibit 3.111 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.111	By-Laws of Peabody COALTRADE, Inc. (formerly known as COALTRADE, Inc.) (incorporated by reference to Exhibit 3.112 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.112	Certificate of Incorporation of Peabody Coal Company. (incorporated by reference to Exhibit 3.113 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.113	Restated By-Laws of Peabody Coal Company (incorporated by reference to Exhibit 3.114 to the Registrant’s Form S-4 Registration Statement No. 333-59073)

Exhibit
No.		Description of Exhibit
	4.114	Certificate of Formation of Peabody Development Land Holdings, LLC (incorporated by reference to Exhibit 3.117 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.115	Limited Liability Company Agreement of Peabody Development Land Holdings, LLC (incorporated by reference to Exhibit 3.118 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.116	Certificate of Incorporation of Peabody Energy Generation Holding Company (incorporated by reference to Exhibit 3.119 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.117	By-Laws of Peabody Energy Generation Holding Company (incorporated by reference to Exhibit 3.120 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.118	Certificate of Incorporation of Peabody Energy Investments, Inc. (formerly known as Thoroughbred Mining Company) (incorporated by reference to Exhibit 3.121 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.119	By-Laws of Peabody Energy Investments, Inc. (formerly known as Thoroughbred Mining Company) (incorporated by reference to Exhibit 3.122 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.120	Certificate of Incorporation of Peabody Energy Solutions, Inc. (formerly known as Peabody Powertrade, Inc.) (incorporated by reference to Exhibit 3.123 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.121	By-Laws of Peabody Energy Solutions, Inc. (formerly known as Peabody Powertrade, Inc.) (incorporated by reference to Exhibit 3.124 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.122	Restated Certificate of Incorporation of Peabody Holding Company, Inc. (incorporated by reference to Exhibit 3.125 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.123	Restated By-Laws of Peabody Holding Company, Inc. (incorporated by reference to Exhibit 3.126 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.124	Certificate of Formation of Peabody Natural Gas, LLC (incorporated by reference to Exhibit 3.127 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.125	Limited Liability Company Agreement of Peabody Natural Gas, LLC (incorporated by reference to Exhibit 3.128 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.126	Statement of Partnership Existence of Peabody Natural Resources Company (formerly known as Hanson Natural Resources Company) (incorporated by reference to Exhibit 3.129 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.127	By-Laws of Peabody Natural Resources Company (formerly known as Hanson Natural Resources Company) (incorporated by reference to Exhibit 3.130 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.128	Certificate of Formation of Peabody Recreational Lands, L.L.C. (formerly known as Williams Fork Mountain Ranch, L.L.C.) (incorporated by reference to Exhibit 3.131 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.129	Limited Liability Company Agreement of Peabody Recreational Lands, L.L.C. (formerly known as Williams Fork Mountain Ranch, L.L.C.) (incorporated by reference to Exhibit 3.132 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.130	Certificate of Incorporation of Peabody Southwestern Coal Company (incorporated by reference to Exhibit 3.133 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.131	By-Laws of Peabody Southwestern Coal Company (incorporated by reference to Exhibit 3.134 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.132	Certificate of Incorporation of Peabody Terminals, Inc. (formerly known as Armco Terminal Company) (incorporated by reference to Exhibit 3.135 to the Registrant’s Form S-4 Registration Statement No. 333-59073)

Exhibit
No.		Description of Exhibit
	4.133	By-Laws of Peabody Terminals, Inc. (formerly known as Armco Terminal Company) (incorporated by reference to Exhibit 3.136 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.134	Certificate of Incorporation of Peabody Venezuela Coal Corp. (incorporated by reference to Exhibit 3.137 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.135	By-Laws of Peabody Venezuela Coal Corp. (incorporated by reference to Exhibit 3.138 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.136	Certificate of Formation of Peabody-Waterside Development, L.L.C. (incorporated by reference to Exhibit 3.139 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.137	Limited Liability Company Agreement of Peabody-Waterside Development, L.L.C. (incorporated by reference to Exhibit 3.140 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.138	Certificate of Incorporation of Peabody Western Coal Company (incorporated by reference to Exhibit 3.141 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.139	By-Laws of Peabody Western Coal Company (incorporated by reference to Exhibit 3.142 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.140	Certificate of Incorporation of Pine Ridge Coal Company (incorporated by reference to Exhibit 3.143 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.141	By-Laws of Pine Ridge Coal Company (incorporated by reference to Exhibit 3.144 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.142	Certificate of Formation of Pond Creek Land Resources, LLC (incorporated by reference to Exhibit 3.145 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.143	Limited Liability Company Agreement of Pond Creek Land Resources, LLC (incorporated by reference to Exhibit 3.146 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.144	Certificate of Incorporation of Pond River Land Company (incorporated by reference to Exhibit 3.147 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.145	By-Laws of Pond River Land Company (incorporated by reference to Exhibit 3.148 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.146	Certificate of Formation of Porcupine Production, LLC (incorporated by reference to Exhibit 3.149 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.147	Limited Liability Company Agreement of Porcupine Production, LLC (incorporated by reference to Exhibit 3.150 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.148	Certificate of Formation of Porcupine Transportation, LLC (incorporated by reference to Exhibit 3.151 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.149	Limited Liability Company Agreement of Porcupine Transportation, LLC (incorporated by reference to Exhibit 3.152 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.150	Certificate of Incorporation of Powder River Coal Company (incorporated by reference to Exhibit 3.153 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.151	By-Laws of Powder River Coal Company (incorporated by reference to Exhibit 3.154 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.152	Certificate of Formation of Prairie State Generating Company, LLC (incorporated by reference to Exhibit 3.155 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.153	Limited Liability Company Agreement of Prairie State Generating Company, LLC (incorporated by reference to Exhibit 3.156 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.154	Certificate of Incorporation of Rio Escondido Coal Corp. (incorporated by reference to Exhibit 3.157 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.155	By-Laws of Rio Escondido Coal Corp. (incorporated by reference to Exhibit 3.158 to the Registrant’s Form S-4 Registration Statement No. 333-59073)

Exhibit
No.		Description of Exhibit
	4.156	Certificate of Incorporation of Rivers Edge Mining, Inc. (formerly known as Peabody Enterprises, Inc. II) (incorporated by reference to Exhibit 3.159 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.157	By-Laws of Rivers Edge Mining, Inc. (formerly known as Peabody Enterprises, Inc. II) (incorporated by reference to Exhibit 3.160 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.158	Certificate of Incorporation of Riverview Terminal Company (incorporated by reference to Exhibit 3.161 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.159	By-Laws of Riverview Terminal Company (incorporated by reference to Exhibit 3.162 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.160	Certificate of Incorporation of Seneca Coal Company (incorporated by reference to Exhibit 3.163 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.161	By-Laws of Seneca Coal Company (incorporated by reference to Exhibit 3.164 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.162	Certificate of Incorporation of Sentry Mining Company (incorporated by reference to Exhibit 3.165 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.163	By-Laws of Sentry Mining Company (incorporated by reference to Exhibit 3.166 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.164	Certificate of Incorporation of Snowberry Land Company (incorporated by reference to Exhibit 3.167 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.165	By-Laws of Snowberry Land Company (incorporated by reference to Exhibit 3.168 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.166	Certificate of Formation of Star Lake Energy Company, L.L.C. (formerly known as PG Investments Eight, L.L.C.) (incorporated by reference to Exhibit 3.169 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.167	Limited Liability Company Agreement of Star Lake Energy Company, L.L.C. (Formerly known as PG Investments Eight, L.L.C.) (incorporated by reference to Exhibit 3.170 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.168	Certificate of Incorporation of Sterling Smokeless Coal Company (Formerly known as Low Volatile Coals, Inc.) (incorporated by reference to Exhibit 3.171 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.169	By-Laws of Sterling Smokeless Coal Company (Formerly known as Low Volatile Coals, Inc.) (incorporated by reference to Exhibit 3.172 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.170	Partnership Agreement of Sugar Camp Properties between Franks Energy, LLC. and Black Beauty Equipment Company (incorporated by reference to Exhibit 3.173 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.171	Certificate of Formation of Thoroughbred, L.L.C. (incorporated by reference to Exhibit 3.174 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.172	Operating Agreement of Thoroughbred, L.L.C. (incorporated by reference to Exhibit 3.175 to the Registrant’s Form S-4 Registration Statement No. 333-59073)
	4.173	Certificate of Formation of Thoroughbred Generating Company, L.L.C. (Formerly known as PG Investments Nine, LLC) (incorporated by reference to Exhibit 3.176 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.174	Limited Liability Company Agreement of Thoroughbred Generating Company, L.L.C. (Formerly known as PG Investments Nine, LLC) (incorporated by reference to Exhibit 3.177 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.175	Certificate of Formation of Thoroughbred Mining Company, L.L.C. (incorporated by reference to Exhibit 3.178 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.176	Limited Liability Company Agreement of Thoroughbred Mining Company, L.L.C. (incorporated by reference to Exhibit 3.179 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.177	Certificate of Incorporation of Yankeetown Dock Corporation (incorporated by reference to Exhibit 3.180 to the Registrant’s Form S-4 Registration Statement No. 333-106208)

Exhibit
No.		Description of Exhibit
	4.178	By-Laws of Yankeetown Dock Corporation (incorporated by reference to Exhibit 3.181 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.179*	Certificate of Incorporation of Indian Hill Company
	4.180*	By-Laws of Indian Hill Company
	4.181*	Certificate of Formation of Kanawha River Ventures I, LLC
	4.182*	Limited Liability Company Agreement of Kanawha River Ventures I, LLC
	4.183*	Certificate of Incorporation of Midwest Coal Acquisition Corp.
	4.184*	By-Laws of Midwest Coal Acquisition Corp.
	4.185*	Certificate of Formation of Peabody PowerTree Investments, LLC
	4.186*	Limited Liability Company Agreement of Peabody PowerTree Investments, LLC
	4.187*	Certificate of Formation of PEC Equipment Company, LLC
	4.188*	Limited Liability Company Agreement of PEC Equipment Company, LLC
	4.189*	Certificate of Formation of Point Pleasant Dock Company, LLC
	4.190*	Limited Liability Company Agreement of Point Pleasant Dock Company, LLC
	4.191*	Certificate of Formation of Williamsville Coal Company, LLC
	4.192*	Limited Liability Company Agreement of Williamsville Coal Company, LLC
	4.193***	Certificate of Formation of Black Hills Mining Company, LLC
	4.194***	Operating Agreement of Black Hills Mining Company, LLC
	4.195***	Certificate of Formation of Black Stallion Coal Company, LLC
	4.196***	Limited Liability Company Agreement of Black Stallion Coal Company, LLC
	4.197***	Certificate of Formation of BTU Venezuela LLC
	4.198***	Limited Liability Company Agreement of BTU Venezuela LLC
	4.199***	Certificate of Incorporation of BTU Worldwide, Inc.
	4.200***	By-Laws of BTU Worldwide, Inc.
	4.201***	Certificate of Incorporation of PDC Partnership Holdings, Inc.
	4.202***	By-Laws of PDC Partnership Holdings, Inc.
	4.203***	Certificate of Conversion of Peabody Development Company, LLC (formerly known as Peabody Development Company)
	4.204***	Limited Liability Company Agreement of Peabody Development Company, LLC (formerly known as Peabody Development Company)
	4.205***	Certificate of Formation of Waterside-Marissa Development, L.L.C.
	4.206***	Limited Liability Company Agreement of Waterside-Marissa Development, L.L.C.
	4.207	Senior Note Indenture dated as of March 21, 2003 among Peabody Energy Corporation, the Subsidiary Guarantors (as defined therein) and US Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, filed on May 13, 2003)
	4.208	Exchange and Registration Rights Agreement dated as of March 21, 2003 among Peabody Energy Corporation, the Subsidiary Guarantors (as defined therein) from time to time party thereto and Lehman Brothers Inc. on behalf of the Initial Purchasers. (incorporated by reference to Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, filed on May 13, 2003)
	4.209	First Supplemental Senior Note Indenture dated as of May 7, 2003 among Peabody Energy Corporation, the Guaranteeing Subsidiaries (as defined therein) and US Bank National Association, as trustee. (incorporated by reference to Exhibit 4.3 to the Registrant’s Form S-4 Registration Statement No. 333-106208)
	4.210*	Second Supplemental Senior Note Indenture dated as of September 30, 2003 among Peabody Energy Corporation, the Guaranteeing Subsidiaries (as defined therein) and US Bank National Association, as trustee
	4.211***	Third Supplemental Senior Note Indenture dated as of February 24, 2004 among Peabody Energy Corporation, the Guaranteeing Subsidiaries (as defined therein) and US Bank National Association, as trustee

Exhibit
No.		Description of Exhibit
	4.212*	Form of Senior Indenture
	4.213*	Form of Subordinated Indenture
	4.214	Specimen of stock certificate representing the registrant’s common stock, $0.01 par value (Incorporated by reference to Exhibit 4.13 of the Registrant’s Form S-1 Registration Statement No. 333-55412)
	4.215**	Form of Senior Security
	4.216**	Form of Subordinated Security
	4.217**	Form of Warrant Agreement
	4.218**	Form of preferred stock share certificate
	5*	Opinion of Simpson Thacher & Bartlett LLP
	12***	Statement of computation of ratios
	23.1*	Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5)
	23.2***	Consent of Ernst & Young LLP, Independent Auditors
	24	Power of Attorney (previously included on signature pages)
	24.1***	Power of Attorney of B.R. Brown
	24.2***	Power of Attorney of Walter L. Hawkins, Jr.
	24.3***	Power of Attorney of Gary T. Kacich
	24.4***	Power of Attorney of Colin M. Kelly
	24.5***	Power of Attorney of James C. Sevem
	25**	Statement of Eligibility of Trustee

  *  Previously filed

  **  To be filed with a subsequent 8-K

***  Filed herewith

EX-4.193

                                                                               .
                                                                               .
                                                                               .
                                                                  Exhibit 4.193

                                                                                  
                                (BAR CODE)
                                LC0071937

FORM LLC-5.5                                             ILLINOIS                       THIS SPACE FOR USE BY
JANUARY 2000                                  LIMITED LIABILITY COMPANY ACT              SECRETARY OF STATE
- ----------------                                ARTICLES OF ORGANIZATION
Jesse White                            ---------------------------------------------     FILED: 11/27/2002
Secretary of State
Department of Business Services                                                             JESSE WHITE
Limited Liability Company Division                  Must be typewritten
Room 359, Howlett Building               ----------------------------------------        SECRETARY OF STATE
Springfield, IL 62756                    This space for use by Secretary of State
http://www.sos.state.il.us
- ---------------------------------------
Payment must be made by certified             Date  11/27/2002
check, cashier's check, Illinois              Assigned File # 0081-768-6
attorney's check, Illinois C.P.A.'s           Filing Fee   $400.00
check or money order, payable to              Approved: JFP
"Secretary of State."
- -------------------------------------------------------------------------------------------------------------




1.  Limited Liability Company Name: Black Hills Mining Company, LLC
                                    --------------------------------------------

    ----------------------------------------------------------------------------
    (The LLC name must contain the words limited liability company, L.L.C. or
    LLC and cannot contain the terms corporation, corp., Incorporated, Inc.,
    ltd., co., limited partnership, or LP.)

2.  If transacting business under an assumed name, complete and attach Form
    LLC-1.20.

3.  The address of its principal place of business: (Post office box alone and
    c/o are unacceptable.)

    8 Cherry Tree Place Harrisburg, IL 62946
    ----------------------------------------------------------------------------

    ----------------------------------------------------------------------------

4.  The Articles of Organization are effective on: (Check one)

    a) [X] the filing date, or b) [ ] another date later than but not more than
                                      60 days subsequent to the filing date:

                                      ------------------------------------------
                                                (month, day, year)

5.  The registered agent's name and registered office address is:

    Registered agent:       Stephen                 E.                 Short
                           -----------------------------------------------------
                            First Name        Middle Initial         Last Name

    Registered Office:      8 Cherry Tree Place
    (P.O. Box and          -----------------------------------------------------
    c/o are unacceptable)   Number                Street               Suite #

                            Harrisburg, IL 62946
                           -----------------------------------------------------
                            City                 Zip Code               County

6.  Purpose or purposes for which the LLC is organized: Include the business
    code # (IRS Form 1065).
    (If not sufficient space to cover this point, add one or more sheets of
    this size.)

    "The transaction of any or all lawful business for which limited liability
    companies may be organized under this Act."

7.  The latest date, if any, upon which the company is to dissolve  (Perpetual).
                                                                   -------------
                                                              (month, day, year)

    Any other events of dissolution enumerated on an attachment. (Optional)




LLC-5.5

8.       Other provisions for the regulation of the internal affairs of the LLC
         per Section 5-5(a)(8) included as attachment:
         If yes, state the provisions(s) from the ILLCA.  [ ] Yes     [X] No

9.       a) Management is by manager(s):                  [X] Yes     [ ] No
         If yes, list names and business addresses.

         Heath Lovell                   Stephen E. Short
         P.O. Box 165                   P.O. Box 165
         Sturgis, KY 42459              Sturgis, KY 42459

         b) Management is vested in the member(s):        [ ] Yes [X] No
         If yes, list names and addresses.







10.      I affirm, under penalities of perjury, having authority to sign hereto,
         that these articles of organization are to the best of my knowledge and
         belief, true, correct and complete.

         Dated  November 1, 2002
              ------------------------
                (Month/Day) (Year)

  SIGNATURE(S) AND NAME(S) OF ORGANIZER(S)            BUSINESS ADDRESS(ES)


                                         
1.           /s/ HEATH LOVELL               1.   P.O. Box 165
  ----------------------------------------    ---------------------------------------
                 Signature                        Number                   Street

                Heath Lovell                     Sturgis
  ----------------------------------------    ---------------------------------------
        (Type or print name and title)                       City/Town

                 Organizer                       Kentucky                  42459
  ----------------------------------------    ---------------------------------------
  (Name if a corporation or other enitity)        State                  Zip Code


2.         /s/ LORI S. LOVELL               2.   P.O. Box 165
  ----------------------------------------    ---------------------------------------
                 Signature                        Number                   Street

                Lori Lovell                      Sturgis
  ----------------------------------------    ---------------------------------------
        (Type or print name and title)                       City/Town

                 Organizer                       Kentucky                  42459
  ----------------------------------------    ---------------------------------------
  (Name if a corporation or other enitity)        State                  Zip Code


3.                                          3.
  ----------------------------------------    ---------------------------------------
                 Signature                        Number                   Street


  ----------------------------------------    ---------------------------------------
        (Type or print name and title)                       City/Town


  ----------------------------------------    ---------------------------------------
  (Name if a corporation or other enitity)        State                  Zip Code



(Signatures must be in ink on an original document. Carbon copy, photocopy or
rubber stamp signatures may only be used on conformed copies.)

EX-4.194

                                                                   EXHIBIT 4.194



                               OPERATING AGREEMENT
                                       FOR
                 BLACK HILLS MINING COMPANY, LLC (THE "COMPANY")

This is the Operating Agreement dated as of July 1, 2003, among Dodge Hill
Holding JV, LLC and any person who subsequently becomes a Member of the Company,
as reflected on the Company's records, each a "Member" and collectively the
"Members".

                                    ARTICLE 1
                                 REORGANIZATION

Dodge Hill Holding JV, LLC has recently acquired all of the Member Interests in
the Company and now desires to enact this instrument as the operating agreement
of the Company as provided for herein.

                                    ARTICLE 2
                                      NAME

The business of the Company shall be conducted under the name: "Black Hills
Mining Company, LLC."

                                    ARTICLE 3
                                   DEFINITIONS

The following terms and phrases used in this Agreement shall have the following
meanings:

"Act" shall mean the Illinois Limited Liability Company Act.

"Agreement" shall mean this operating Agreement as amended, modified, or
supplemented from time to time.

"Bankruptcy" shall be deemed to have occurred with respect to any Member or
director, at the time the Member or director: (a) makes an assignment for the
benefit of creditors, (b) files a voluntary petition in bankruptcy, (c) is
adjudicated bankrupt or insolvent, (d) files a petition or answer seeking for
the Member or director any reorganization, arrangement, composition,
readjustment, liquidation, dissolution, or similar relief under any statute,
law, or regulation, (e) files an answer or other pleading admitting or failing
to contest the material allegations of the petition filed against the Member or
director in any proceeding of this nature, (f) seeks, consents to, or acquiesces
in the appointment of a trustee, receiver, or liquidator of the Member or
director or of all of any substantial part of the Member's or director's
property, or (g) if within one hundred twenty (120) days after the commencement
of any proceeding against the Member or director seeking reorganization,
arrangement, composition, readjustment, liquidation,



                                       1

dissolution, or similar relief under any statute, law, or regulation, the
proceeding has not been dismissed, or if within ninety (90) days after the
appointment without the Member's or director's consent or acquiesces of a
trustee, receiver, or liquidator of the Member or director, or of all or any
substantial part of the Member's or director's properties, the appointment is
not vacated or stayed or within ninety (90) days after the expiration of any
stay, the appointment is not vacated.

"Board of Directors" shall mean the Company's Board of Directors, which shall
constitute the "manager of the company" contemplated by the Act.

"Capital Accounts" shall mean the individual account maintained for each Member
by the Company.

"Capital Contributions" shall mean the money and the fair market value of
property (net of liabilities assumed by the Company or to which the property is
subject) contributed to the Company by a Member, and as maintained in the
Company's records. The Company shall maintain records that set forth the agreed
upon fair market value of each of the assets (other than cash) contributed to
the capital of the Company as determined by the contributing Member and the
Company.

"Disability" shall mean a Member or director's inability (as determined by a
physician appointed by the Company) due to accident or physical or mental
illness, to adequately and fully perform the duties that the Member or director
was performing for the Company when the disability began. If, at any time, the
physician appointed by the Company makes a determination with respect to a
Member or Member's disability, determination shall be final, conclusive, and
binding upon the Company, the Member or director, and their successors in
interest.

"Code or IRC" shall mean Internal Revenue Code of 1986 as amended, modified, or
rescinded from time to time; or similar provision of succeeding law.

"Incapacity or Incapacitated" shall mean the adjudicated incompetency or death
of an individual Member or director or dissolution of the entity comprising any
Member or director, and shall also include the death of an individual Member
when that Member has transferred all or any part of such Member's Interest to an
entity with an extended life (e.g., corporation or trust).



"Interest" shall mean the entire ownership Interest (which may be expressed as a
percentage or in terms of Units) of a Member in the Company, Including the
rights and obligations of the Member under this Agreement and Act.

"Member or Members" shall have the meaning set forth in the first paragraph
hereof.

"Manager" shall mean the Board of Directors.


                                       2

"Person" shall mean an individual, corporation, partnership, limited liability
Company, joint stock Company, trust, association, unincorporated entity, or any
division thereof.

"Representative" shall mean a person's executor, administrator, committee, or
analogues fiduciary.

"Member Nonrecourse Debt" shall mean "partner nonrecourse debt" as defined in
treasury regulations section 1.704-2(b)(4).

"Member Nonrecourse Debt Minimum Gain" shall mean the sum of each Member's share
of "minimum gain" attributed to a "partner nonrecourse debt", as those terms are
used in treasury regulations section 1.704.2(i)(2).

"Member Nonrecourse Deductions" shall mean "partner nonrecourse deduction" as
defined in treasury regulations section 1.704-2(1)(2),

"Minimum Gain" shall mean "partnership minimum gain" as defined in treasury
regulations section 1.074-2(b)(2).

"Net cash flow" shall mean for any fiscal year (a) the sum of (i) all cash
receipts of the Company from any sources for such period other than capital
contributions or loan proceeds, and (ii) any funds released by the Board of
Directors from previously established reserves less (b) the sum of (i) all cash
expenditures of the Company for such period not funded by capital contributions
or loan proceeds and not paid out of previously established reserves and (ii) a
reasonable reserve for future expenditures as determined by the Board of
Directors.

"Net Profits" shall mean the Company's taxable income minus the Company's tax
losses for the applicable period.

"Participating Percentage" shall mean with respect to a particular Member, the
number of Units of membership in the Company owned by such person divided by the
aggregate number of issued and outstanding Units of membership in the Company,
adjusted as required by this Agreement. Distributions or allocations made in
proportion to or in accordance with the participating percentages of the Members
shall be based upon relative participating percentages as of the record date for
distributions and in accordance with IRC section 706(c) and (d).

"Taxable Income" and "Tax Losses" shall mean for each fiscal year of the
Company, the Company's taxable income or loss for such fiscal years to be
determined in accordance with IRC section 703(a) with adjustments made as
determined by the Board of Directors as allowed by the IRC.

"Units" shall mean the units of ownership in the Company set forth in records
maintained by the Company, which shall be amended to reflect any additional
Members and any changes in the Members' Units. Except as otherwise provided in
this


                                       3

Agreement, each unit shall entitle the owner thereof to one vote on each matter
on which Members are entitled to vote pursuant to the terms of this Agreement.



                                    ARTICLE 4
                             BUSINESS OF THE COMPANY

The business of the Company shall be any and all activities that limited
liability companies are authorized to conduct under the laws of the Commonwealth
of Illinois. It is the intention of the Members that the Company be treated as a
partnership for federal, state, and local income tax purposes, and the Members
agree not to take any position or make any election, in a tax return or
otherwise, inconsistent with such treatment; provided however, the filing of
federal, state, and local tax returns shall not be construed to create a
partnership (other than for tax purposes) among the Members.

                                    ARTICLE 5
                        MEMBERS AND MEMBERSHIP INTERESTS

5.1 Initial Members. The names and business addresses of the initial Members are
set forth on Annex "A".

5.2 Additional Members. The Company may admit additional Members, as opposed to
transferee members from time to time, by the decision of the Board of Directors,
upon the terms and for the consideration determined by the manager, and such
additional Members shall have all the rights of a Member that was approved, in
accordance with this Agreement, as a substituted Member. The records of the
Company shall be amended to reflect any changes in the Company's membership. A
prerequisite to admission to membership in the Company shall be the written
Agreement by the additional Member to be bound by the terms of this Agreement.

5.3 No Liability of Members or Directors. No Member or director shall have
personal liability for the obligations or liabilities of the Company. Except as
otherwise specifically provided In this Agreement, no Member, after such
Member's admission to the Company, shall be obligated to contribute additional
funds or property, or loan money, to the Company.


5.4 Title to Property. All real and personal property owned by the Company shall
be owned by the Company as an entity and no Member shall have any ownership
interest in such property in his or her individual name or right, and each
Member's Interest in the Company shall be personal property for all purposes.
Except as otherwise provided in this Agreement, the Company shall hold all of
its real and personal property in the name of the Company and not In the name of
any Member.


                                       4

5.5 Removal of Members. Except as otherwise provided in this Agreement, no
Member shall be removed from membership in the Company without a vote of the
Members holding a majority of the voting rights of the Company.

5.6 Fiduciary Duties of Members. To the fullest extent permitted by law, each
Member hereby agrees to (a) waive any fiduciary duties or personal liability
that any other Member may have to the Company or such Member, whether such
duties or liability would arise otherwise in such other Member's capacity as a
Member, manager, officer, or director, and (b) eliminate any personal liability
any other Member may have to the Company or such Member.

5.7 Certificates. Interests in the Company shall be evidenced by certificates,
which shall be signed by an officer or director of the Company.

                                    ARTICLE 6
                                PRINCIPAL OFFICE

The principal office and place of business of the Company shall be located 435
Davis Mine Road, Sturgis, Illinois 42459. The Company may have such other or
additional offices as the Board of Directors deems advisable.

                                    ARTICLE 7
                                      TERM

The term of the Company shall begin on the date the Company's Articles of
Organization are filed with the Illinois Secretary of State, and shall continue
until dissolution in accordance with the terms of this Agreement.

                                    ARTICLE 8
                            CAPITAL AND CONTRIBUTIONS

8.1 Initial Contributions. The initial Members shall make the initial
contributions set forth in the records of the corporation.

8.2 Interest on Capital. No Member shall be paid interest on any capital
contribution or capital account.

8.3 Capital Accounts. A separate capital account shall be maintained by the
Company for each Member In accordance with treasury regulations section
1.704-1(b)(2)(iv). There shall be credited to each Member's capital account: (a)
the amount of money contributed by such Member to the Company; (b) the fair
market value of property contributed by such Member to the Company (net of
liabilities secured by such contributed property that the Company is considered
to assume or take subject to under IRC section 752); and (c) allocations to such
Member of taxable income. Each Members capital account shall be decreased by:
(i) the amount of money distributed to such Member by the Company; (ii) the fair
market value of the property distributed to such Member by the Company (net of
liabilities secured by such distributed property that




                                       5

such Member is considered to assume or take subject to IRC section 752); and
(iii) allocations to such Member of tax losses.

8.4 Withdrawal and Return of Capital. Except as expressly provided in this
Agreement, no Member shall be entitled to withdraw any part of such Member's
capital contribution or capital account, or to receive any distribution from the
Company.

8.5 Revaluation of Company Property. If there shall occur '(a) an acquisition of
an interest from the Company for more than a de minimis capital contribution, or
(b) a distribution (other than a de minimis distribution) to a Member in
redemption of all or part of a Member's Interest, then the Company shall revalue
the assets of the Company at their then fair market value and adjust the capital
accounts in the same manner as in the case of a property distribution. If there
is a revaluation, then capital accounts shall hereafter be adjusted for
allocations of depreciation (cost recovery) and gain or loss in accordance with
the provisions of treasury regulations sections 1.704-1(b)(2)(iv)(f) and (g),
and the Members' distributive shares of depreciation (cost recovery) and gain or
loss shall thereafter be computed in accordance with the principles of IRS
section 704(c) and the regulations promulgated thereunder using the traditional
method with curative allocations within the meaning of treasury regulations
section 1.704-3(c).

                                    ARTICLE 9
                                  DISTRIBUTIONS

9.1 Distributions to the Members. Unless otherwise determined by the Board of
Directors, the Company's net cash flow shall be retained by the Company for
reinvestment in the Company's business, except that, to the extent such net cash
flow is available during a taxable year, the Company shall distribute an amount
of net cash flow during such taxable year equal to the amount of federal and
state income taxes due with respect to the Company's net profits for the taxable
year.

9.2 Distributions of Other Property. The Board of Directors shall determine: (a)
whether any distributions, other than distributions of net cash flow, shall be
made; and (b) the time of such distributions, if any. Distributions of property
to the Members, other than net cash flow and other than distributions in
liquidation of all or a portion of the Member's Units, shall be made among the
Members pro rata in accordance with their Units. Any property, other than cash,
distributed to a Member for any reason whatsoever shall be valued, and the
capital accounts shall be adjusted.

9.3 Timing of Net Cash Flow Distributions. Distributions of net cash flow shall
be made quarterly to the extent possible, or on or prior to the date the Members
are required to make estimated tax payments for the previous quarter.


                                       6

                                   ARTICLE 10
                ALLOCATION OF PROFITS AND LOSSES FOR TAX PURPOSES

Taxable income and tax losses shall be allocated among the Members in accordance
with their Units.


                                   ARTICLE 11
                     BOOKS OF ACCOUNT, RECORDS, AND REPORTS

11.1 Responsibility for Books of Account and Records. Proper and complete books
of account and records shall be kept by the Board of Directors in which shall be
entered fully and accurately all transactions and matters relative to the
Company's business as are usually entered into books of account and records
maintained by persons engaged in businesses of a like character. The Company's
books of account and records shall be prepared in accordance with the generally
accepted accounting principles, consistently applied, except that the books of
account and records shall be kept on the cash basis except in circumstances in
which the Board of Directors determines that another basis of accounting will be
in the best interest of the Company. The books of accounts and records shall, at
all times, be maintained at the principal place of business of the Company, and
shall be open to the inspection and examination of the Members or their duly
authorized representatives during reasonable business hours, and any Member may,
at such Member's own expense, examine and make copies of the books of account
and records of the Company.

11.2 Reports. The Board of Directors may prepare or cause to be prepared and
deliver or caused to be delivered to the Members from time to time during each
fiscal year, in connection with distributions or otherwise, unaudited statements
showing the results of the Company's operations to the date of that unaudited
statement.

                                   ARTICLE 12
                                   FISCAL YEAR

The fiscal year of the Company shall end on December 31 of each year.

                                   ARTICLE 13
                               THE COMPANY'S FUNDS

The Company's funds shall be deposited into such bank accounts, or invested in
such interest-bearing or non-interest-bearing investments, as shall be
designated by the Board of Directors. All withdrawals from such bank accounts
shall be made by an authorized officer. The Company's funds shall be held in the
name of the Company and shall not be commingled with those of any other person.


                                       7

                                   ARTICLE 14
                            MANAGEMENT OF THE COMPANY

14.1 Members.

         (a) No Member shall have the power or authority to bind the Company
unless the Member has been authorized in writing by an authorized officer of the
Company to Act as an agent of the Company.

         (b) Meetings of the Members shall be held at such times and places as
are set by the Board of Directors. Meetings of the Members may be called by the
Board of Directors or by any Member or Members owning interest constituting 51
percent of the Units upon at least ten (10) days prior written notice to the
Members. The notice for a meeting shall state the purpose or purposes of such
meeting and shall provide the time and place of such meeting, which shall be at
the Company's principal office unless the Members unanimously consent to a
different location. A Member may waive any notice required by this Agreement
before or after the date and time stated in the notice. The waiver shall be in
writing and be delivered to the Company for inclusion in the minutes or filing
with the Company's records. Attendance at a meeting shall constitute a waiver of
any objection as to lack of notice or defective notice of the meeting, unless
the Member, at the beginning of the meeting, objects to holding the meeting or
transacting business at the meeting.

         (c) A quorum of the Members shall consist of Members holding interest
constituting a majority of the Units. If a quorum is present when a vote is
taken, which shall be a prerequisite to the taking of any action of the Members
at a meeting, then the affirmative vote of a majority of the Units held by the
Members in attendance at the meeting and having voting rights (or such greater
percentage as is required by this Agreement or nonwaiveable provision of the
Act) shall be the Act of the Members.

         (d) Meetings may be held by any means of communication by which all the
Members participating may simultaneously hear each other during the meeting.
Actions of the Member may be taken by written action executed by Members holding
Units constituting a majority (or such greater percentage as is required by this
Agreement or nonwaiveable provision of the Act) of the vote held by Members
holding voting rights.

14.2 Approval Rights. Each Member will have Approval Rights.

         Actions which require the unanimous approval of the Members will
include the following:

    (i)     a Capital Event;

    (ii)    the designation of the liquidating trustee in a dissolution and
            winding up of the Company;


                                       8

    (iii)   changes in the scope of business activities or area of operations of
            the Company;

    (iv)    approval of an annual budget and five year business plan;

    (v)     unbudgeted capital expenditure in excess of $25,000 or that have no
            budgeted offsets;

    (vi)    major expenditures in excess of $250,000;

    (vii)   coal supply agreements with commitments longer than 12 months or for
            more than 25,000 tons per month;

    (viii)  contracts with commitments longer than 12 months and for amounts in
            excess of $250,000;

    (ix)    contracts or other arrangements between the Company and related
            parties;

    (x)     commencement or settlement of litigation involving the Company;

    (xi)    appointment or dismissal of the President/Chief Executive Office of
            the Company;

    (xii)   any guarantees or borrowings of the Company other than normal trade
            payables;

    (xiii)  any sales of the Company's assets with an aggregate value greater
            than $50,000;

    (xiv)   adoptions or amendments to employee compensation and benefit plans;

    (xv)    approval of all Company tax returns prior to filing;

    (xvi)   approval of any Company labor contracts;

    (xvii)  any question of business ethics involving the Company;

    (xviii) any merger, consolidation, dissolution or sale of all or a
            substantial portion of the assets of the Company;

    (xix)   the acquisition by the Company of any interest in a corporation,
            partnership, joint venture;

    (xx)    determination of required reserves in connection with the
            calculation of Net Cash Flow available for Distribution;

    (xxi)   any other matters which could have a material effect on the business
            of the Company or its prospects;

    (xxii)  the admission of a new Member;

    (xxiii) any additional mandatory Capital Contributions;

    (xxiv)  the expulsion of a Member;

    (xxv)   a voluntary withdrawal of a Member;

    (xxvi)  any of the approvals described in Article 15, Transfers of
            Interests;


                                        9

    (xxvii)   a voluntary dissolution of the Company;

    (xxviii)  a merger or consolidation with another person;

    (xxix)    authorization for any transaction, agreement or action unrelated
              to the Company's purpose as set forth in the Articles of
              Organization, that otherwise contravenes this Agreement;

    (xxx)     the continuation of the Company after an Involuntary Transfer;

    (xxxi)    any amendment to this Agreement;

    (xxxii)   to borrow money and to issue notes, bonds, and other obligations
              and to secure any of the same by mortgage or pledge of Company
              property or income;

    (xxxiii)  to lend money, to invest and reinvest the Company's funds, and to
              receive and hold property as security for repayment;

    (xxxiv)   to open bank accounts and designate the number and identity of the
              individuals authorized to write checks and make withdrawals of
              funds;

    (xxxv)    to pay, collect, compromise, arbitrate, prosecute or defend legal
              action with respect to, or otherwise adjust, claims or demands of
              or against the Company; or

    (xxxvi)   to indemnify any person.


14.3 Board of Directors.

         (a) The business and affairs of the Company shall be managed by its
Board of Directors. The Board of Directors shall constitute the "manager" of the
Company as contemplated under the Act. Except for situations in which the
approval of the Members is expressly required in this Agreement or by
nonwaivable provisions of the Act, all powers of the Company shall be exercised
by or under the authority of, and the business and affairs of the Company shall
be managed under the direction of, the Board of Directors.

         (b) The Board of Directors shall consist of two (2) directors. The
initial directors are appointed herein. The term of the director shall continue
until such director's successor is elected or appointed and qualifies or until
there is a decrease In the number of directors. The exact number of the
Company's directors may be fixed, increased, or deceased from time to time by
resolution adopted by a majority of the votes held by Members having voting
rights. A decrease in number of directors shall not shorten an incumbent's term.

         (c) A director may resign at any time by delivering written notice to
the Board of Directors, its chairman, or to the Company. A resignation shall be
effective when the notice is delivered unless the notice specifies a later
effective date. A director shall be deemed to have resigned effective upon the
death or incapacity of such director.


                                       10

         (d) One or more directors may be removed, with or without cause, by a
majority of the votes held by the Members holding voting rights.

         (e) If a vacancy occurs on the Board of Directors, Including a vacancy
resulting from an increase in the number of directors, then (i) the Members may
fill the vacancy by a majority of the votes held by the Members having voting
rights, (ii) the Board of Directors may fill the vacancy, or (iii) if the
directors remaining in office constitute fewer than a quorum of the Board of
Directors, then they may fill the vacancy by an affirmative vote of a majority
of all directors remaining in office.

         (f) Meetings of the Board of Directors may be called by any director.
Notice of the time and place of each meeting of the directors shall be either:
(i) telephoned or personally delivered to each director at least 48 hours before
the time of the meeting; or (ii) mailed to each director at such director's last
known address at least 96 hours before the time of meeting. In each case, the
person calling the meeting shall be responsible for providing notice. Notice may
be waived by a director in writing. A director's attendance at or participation
in a meeting shall waive any required notice to him of the meeting. No action
shall be taken at a meeting of the Board of Directors where proper notice has
not been given or waived. Actions by the Board of Directors may be taken in lieu
of a meeting by written action executed by a majority (or such greater
percentage as is required by this Agreement or nonwaivable provisions of the
Act) of the directors. The Board of Directors may permit any or all directors to
participate in a meeting by, or conduct the meeting through the use of, any
means of communication by which all directors participating may simultaneously
hear each other during the meeting. A director participating in a meeting by
this means shall be deemed to be present in person at the meeting.

         (g) A quorum of the Board of Directors shall consist of a majority of
the directors in office immediately before the meeting begins. If a quorum Is
present when a vote Is taken, which shall be a prerequisite to the taking of any
action by the Board of Directors at a meeting, then the affirmative vote of a
majority (or a greater percentage as is required by the Agreement or nonwaivable
provisions of the Act) of directors present shall be the Act of the Board of
Directors. A director who is present at a meeting of the Board of Directors when
action is taken shall be deemed to have assented to the action taken unless (i)
the director objects at the beginning of the meeting (or promptly upon the
director's arrival) to holding it or transaction of business at the meeting,
(ii) the director's dissent or abstention from the action taken is entered in
the minutes of the meeting, or (iii) the director delivers written notice of the
director's dissent or abstention to the presiding officer of the meeting before
its adjournment, or to the Company immediately after adjournment of the meeting.
The right of dissent or abstention shall not be available to a director who
votes in favor of the action taken.

         (h) The Board of Directors may fix the compensation of the directors.

         (i) The following persons shall serve as the initial Board of
Directors: Stephen Short and Heath Lovell.




                                       11

         (j) The Board of Directors shall not have the authority, without the
approval of a unanimous vote of all of the Members, to undertake the following:

                  (i)      causing the Company to dissolve or sell all or
                           substantially all of its assets;

                  (ii)     causing the Company to enter into any merger,
                           consolidation, joint venture, or similar transaction
                           with any person;

                  (iii)    causing a distribution of the Company's net cash flow
                           to the Members;

                  (iv)     increasing the number of authorized Units; or


                  (v)      making, altering, amending, or rescinding this
                           Agreement or the Company's Articles of Organization.

         (k) To the extent not prohibited by this Agreement or by nonwaiveable
provisions of the Act or other federal, state, or local laws, each Member
hereby:

                  (i)      agrees and acknowledges that any Member or director
                           of the Company, as applicable, who has a direct or
                           indirect interest in a transaction Involving the
                           Company, shall be entitled to vote on such
                           transaction, regardless of such interest; and

                  (ii)     waives any objection he/she may have to the right of
                           a director or Member to vote on a transaction
                           involving the Company in which such director or
                           Member has an interest.

         (l) The Board of Directors shall appoint from among their Members a
chairman, who shall preside at meetings of the Board of Directors. The initial
chairman shall be Stephen Short.

14.4 Officers.

(a) The Company shall have a president/chief executive officer, a secretary and
a treasurer, and may have one or more vice presidents, all of whom shall be
appointed by the Board of Directors, and who shall serve at the pleasure of the
Board of Directors. The Company may also have such other officers as the Board
of Directors may deem necessary, all of whom shall be appointed by the Board of
Directors or appointed by an officer or officers authorized by it.

                  (i) The president shall have:




                                       12

                           (A)      general charge and authority over the
                                    business of the Company, subject to the
                                    Board of Directors;

                           (B)      authority to preside at all meetings of the
                                    Board of Directors;

                           (C)      authority acting alone, except as otherwise
                                    directed by the Board of Directors, to sign
                                    and deliver any document on behalf of the
                                    Company, Including without limitation, any
                                    deed or lease or mortgage conveying title to
                                    any real estate owned by the Company and any
                                    contract for the sale or other disposition
                                    of any such real estate; and

                           (D)      such other powers and duties as the Board of
                                    Directors may assign.


                  (ii)     The vice president, or if there be more than one vice
                           president, the vice presidents in the order of their
                           seniority by designation (or if not designated, in
                           the order of their seniority of election), shall
                           perform the duties of the president/chief executive
                           officer in his or her absence. The vice president
                           shall have such other powers and duties as the Board
                           of Directors or the president/chief executive officer
                           may assign to them.

                  (iii)    The secretary shall:

                           (A)      issue notices of all meetings for which
                                    notice is required to be given;

                           (B)      have responsibility for preparing minutes of
                                    the directors and Members meetings for
                                    authenticating records of the Company;

                           (C)      have charge of the Company's record books;
                                    and

                           (D)      have such other duties and powers as the
                                    Board of Directors or the chairman may
                                    assign.

                  (iv)     The treasurer shall:

                           (A)      keep accurate and correct accounts of the
                                    Company's affairs and transactions; and

                           (B)      have other duties and powers as the Board of
                                    Directors or the chairman may assign.


                                      13

                           (v)      Others officers and agents of the Company
                                    shall have such authority and perform such
                                    duties in the management of the Company as
                                    the Board of Directors or the
                                    president/chief executive officer may assign
                                    to them.

                           (vi)     The initial officers of the Company shall be
                                    as follows:

                      Stephen Short    -  President and Chief Executive Officer
                      Marla McElroy    -  Secretary & Treasurer
                      Heath A. Lovell  -  Vice President


14.5 Time to be Devoted to Business. The Board of Directors shall devote such
time to the Company's business as the Board of Directors, in their reasonable
discretion, shall deem to be necessary to manage and supervisor the Company's
business and affairs in an efficient manner; but nothing in this Agreement shall
preclude the employment, at the expense of the Company, of any agent or third
party to manage or provide other services In respect to the Company's business.

14.6 Other activities and competition. No director shall be required to manage
the Company as such director's sole and exclusive function and any Member may
have other business interests and may engage in other activities in addition to
those relating to the Company.

14.7 Liability. No director shall be liable, responsible, or accountable in
damages or otherwise to the Company or any Member for any action taken or
failure to Act on behalf of the Company within the scope of the authority
conferred on the Board of Directors by this Agreement or by law, unless such Act
or omission was performed or omitted fraudulently, or in bad faith, or
constituted gross negligence.

14.8 Indemnification. The Company shall indemnify, defend, and hold harmless
each director, officer, and Member (each an "indemnified party") from and
against any loss, expense, damage, or injury suffered or sustained by such
indemnified party by reason of any acts, omissions, or alleged acts or omissions
arising out of such indemnified party's activities on behalf of the Company or
in furtherance of the interests of the Company, including, but not limited to,
any Judgment, award, settlement, reasonable attorney's fees, and other costs or
expenses incurred in connection with the defense of any actual or threatened
action, proceeding, or claim if the acts, omissions, or alleged acts or
omissions upon which such actual or threatened action, proceeding, or claim is
based were for a purpose reasonably believed to be in the best interests of the
Company and were not preformed or omitted fraudulently or in bad faith or as a
result of gross negligence by such indemnified party, and were not in violation
of the indemnified party's fiduciary obligations to the Company. Any such
indemnification will only be from the assets of the Company.


                                       14

                                   ARTICLES 15
                              TRANSFER OF INTERESTS

15.1 Incapacity. After a Member becomes incapacitated, such Member's
representative shall give the other Members and the Company an irrevocable
option to purchase an incapacitated Member's Interest. That Member who holds the
greatest number of Units in the Company shall have the first option to purchase.
Should that Member not exercise his or her option, then the Member holding the
next greatest number of Units shall have the option to purchase. The option to
purchase shall be granted to each Member in the order of their ownership of
Units until a Member exercises said first option. Should no Member exercise
their option in the order as herein set forth, then the Company shall be
required to redeem an Incapacitated Member's Interest. However, the Company
shall not be required to redeem an incapacitated Member's Interest if the
remaining Members elect to dissolve the Company. Nothing in this Agreement shall
preclude the employment, at the expense of the Company, or any agent or third
party to manage or provide other services in respect of the Company's business.
The purchase price shall be the contract price as defined herein, and shall be
payable at the time and in the manner defined herein.

15.2 Bankruptcy.

         (a) Upon the bankruptcy of any Member, that Member and such Member's
representative, if any, shall become an inactive Member and all acts, consents,
and decisions with respect to the Company shall thereafter be made by the other
Members. The inactive Member shall, nonetheless, remain liable for such Member's
share of any contributions or loans to the Company as provided herein, and shall
be entitled to receive such Member's share of taxable income, tax losses, and
net cash flow. The inactive Member shall be deemed to have given the Company and
the other Members an Irrevocable option to purchase the inactive Member's
Interest as set forth herein. If the Company and the other Members do not
purchase the inactive Member's Interest, then the inactive Member shall remain
as such.

         (b) For 180 days from and after the date a Member becomes an inactive
Member, the other Members and the Company shall have an irrevocable option to
purchase the inactive Member's Interest. That Member who holds the greatest
number of Units In the Company shall have the first option to purchase. Should
that Member not exercise his or her option, then the Member holding the next
greatest number of Units shall have the option to purchase. The option to
purchase shall be granted to each Member in the order of their ownership of
Units until a Member exercises said first option. Should no Member exercise
their option in the order as herein set forth, then the Company shall have an
irrevocable option to redeem an inactive Member's Interest. If any of the other
Members elect to purchase the inactive Member's Interest as herein provided, or
should the Company purchase the inactive Member's Interest, such parties shall
notify the inactive Member or such inactive Member's representative, of such
parties' intention to do so within said 180 day period, and the inactive
Member's Interest shall be purchased by the other Members or the Company at that
time. The purchase



                                       15

price of an inactive Member's Interest purchased pursuant to this paragraph
shall be the contract price as defined herein, and shall be payable at the time
and in the manner specified herein.

15.3 Adjustment of Participating Percentages. To the extent a Member's Interest
Is redeemed by the Company, the participating percentages of the remaining
Members shall be immediately recalculated so that each Member's participating
percentage is increased by a pro rata amount so that the aggregate participating
percentages of all of the remaining Members equals 100 percent.

15.4 Restrictions on Transfer.

         (a) No Member shall sell, assign, pledge, hypothecate, bequeath, give
away, or transfer by operation of law or otherwise all or any part of such
Member's Interest (collectively "transfer") except in compliance with this
article. The transfer of any Member's Interest, in whole or in part, whether or
not in compliance with this Agreement, shall not release the transferring Member
from said Member's obligations hereunder unless the transferee of such interest
is approved as a substituted Member by Members-holding the majority of the Units
and the transferee, in writing, assumes the obligations of the transferring
Member and acknowledges and agrees to be bound by this Agreement. Any Member who
attempts to transfer such Members Interest in violation of this Agreement,
whether by operation of law or otherwise, shall be deemed to have become an
inactive Member who shall cease to have any voice in the conduct of the
Company's affairs and shall further be deemed to have granted the Company the
option to purchase such Member's Interest at the contract price (defined below).
If approved, transfer pursuant to this paragraph shall confer upon the
transferee the right to become a substituted Member, in the following manner and
subject to the following conditions:

                  (i)      Each transfer shall be effective as of the day that
                           the Board of Directors approves the transfer.

                  (ii)     No transfer shall be effective if the transfer would,
                           in the opinion of counsel to the Company, result in
                           the termination of the Company for purpose of the
                           IRC.

                  (iii)    No transfer to a minor or incompetent shall be
                           effective in any respect, except that this limitation
                           shall not apply to a transfer in trust for the
                           benefit of a minor or in a custodianship under the
                           Uniform Transfers to Minor Act or similar
                           legislation.

                  (iv)     Each transferee shall agree in writing to be bound by
                           the terms of this Agreement.

         (b) The transferee of an interest, who is not approved as a substituted
Member by Members holding a majority of the Units, shall have no right to: (i)
vote, interfere, or participate in the management or administration of the
Company's business or affairs, (ii) request any information on or an accounting
of the Company's transactions; or (iii) inspect the Company's books of accounts
or records. Such transfer merely entitles the



                                       16

transferee to receive the share of distributions, income, and losses to which
the transferring Member would otherwise be entitled, and the transferee shall
have only those rights specified in the Act, and the transferring Member shall
remain liable for such Member's obligations, if any, under this Agreement.

15.5 Right of First Refusal. If a bona fide offer, in writing, signed by the
offeror, shall have been made to a Member for the purchase of all or any portion
of such Member's Interest (the "offeree Member") and such Member desires to
accept the offer, then a true copy of such offer shall be forwarded to the
Company's other Members. Such other Members shall have the right, in proportion
to their participate percentages, or In such other proportions as they may
agree, (including through redemption of the interest by the Company) to be
exercised by written notice to such effect within 90 days after receipt of the
offer by them, to purchase the offeree Member's Interest on the same terms and
conditions as are contained in the offer. Such notice of acceptance shall set
the closing date for the consummation of the transaction, which shall not be for
a date beyond 90 days from the mailing of such acceptance by them, or be on the
date of closing in the offer, whichever date is later, and shall also set forth
the time and place of closing, which shall be at the Company's principal office,
during usual business hours. If the other Members do not send a notice of
acceptance to the offeree Member within the prescribed time for the purchase of
the offeree Member's Interest, or are not ready, willing, and able to consummate
the purchase on the closing date, then the offeree Member shall have the right
to sell his or her interest to the offeror, provided that such sale is
consummated within 180 days after the date of the receipt of the original bona
fide offer by the non transferring Members, and further provided, that such sale
is made strictly in accordance with the terms of the offer and on no more
favorable terms to the offeror.

15.6 Assignees/Transferees Bound by this Agreement. Any assignee or person
admitted to the Company as a substituted Member shall be subject to and bound by
all provisions of this Agreement as if originally a party to this Agreement.


15.7 Contract Price.

         (a) The "contract price" shall equal the fair market value of the
transferring Member's Interest as of the date of the event triggering the
transfer. The fair market value shall be determined within 30 days after the
event triggering the transfer by Agreement among the Members, or if no Agreement
can be reached, then by an appraisal of the fair market value of the Member's
Interest, taking into account the terms of this Agreement and restriction on
such Member's Interest as set forth in this Agreement and Act.

         (b) If the appraisal of an interest is required pursuant to this
paragraph, then the Board of Directors shall select an appraiser. The cost of
the appraiser shall be split between the transferring Member and the Company.
The decision of the appraiser shall be final and binding upon the Members and
the Company.


                                       17

15.8 Time and Manner of Payment. Any interest transferred to the Company or the
other Members pursuant to Article 15 shall be paid for at the purchaser's option
all in cash at the time the interest is transferred. The closing on the transfer
of any interest shall occur within 30 days after determination of the contract
price, unless otherwise specified herein, or in that option or offer.

                                   ARTICLE 16
                           DISSOLUTION OF THE COMPANY

The occurrence of any one of the following events, as provided below, shall
cause a dissolution of the Company:

         (a) The Company shall be dissolved upon the written consent of a Member
or Members holding 51 percent or more of the Units authorizing the dissolution
of the Company.

         (b) No event of dissolution of a Member or a director under the Act,
or event of dissolution under the Act shall cause a dissolution of the Company.

                                   ARTICLE 17
               WINDING UP; LIQUIDATING DISTRIBUTIONS; TERMINATIONS

17.1 Winding up.

         (a) In the event of the dissolution of the Company for any reason, then
the Board of Directors shall commence to wind up the affairs of the Company and
to liquidate the Company's assets. The Members shall continue to share profits
and losses during this period. The Board of Directors shall determine whether
the Company's assets are to be sold or distributed to the Members in dissolution
of the Company. If the Company's assets are distributed to the Members, then all
such assets shall be valued at their then fair market value as determined by the
Board of Directors and the difference, if any, of such fair market value over
(or under) the adjusted basis of such assets to the Company shall be credited
(or charged) to the capital accounts of the Members. Fair market value shall be
used for purposes of determining the amount of any distribution to a Member
pursuant to paragraph 17.2.

         (b) If the Board of Directors is unable to agree on the fair market
value of any Company asset, then the fair market value shall be determined by a
qualified independent appraiser selected by the Board of Directors, or, if no
appraiser can be agreed upon by the Board of Directors, then selected by the
Company's regularly employed accounting firm.

17,2 Liquidating Distributions. Subject to the right of the Board of Directors
to set up such cash reserves as may be deemed necessary for any contingent or
unforeseen liabilities or obligations of the Company, the proceeds of the
liquidation and any other funds of the Company shall be distributed to:

                                       18

         (a) Creditors, in the order of priority as provided by law, including,
to the extent permitted by law, Members who are creditors;

         (b) The Members as creditors, to the extent they did not receive
distributions pursuant to paragraph 17.2(a), and to Members in satisfaction of
the Company's liability for distributions;

         (c) The Members in proportion to their respective capital accounts
until they have received an amount equal to their capital accounts immediately
prior to such disposition, but after adjustment for gain or loss with respect to
the disposition of the Company's assets Incident to the dissolution of the
Company and the winding up of its affairs, whether or not the distribution
occurs prior to the dissolution of the Company; and

         (d) The Members in accordance with their participating percentages.

17.3 Rights of the Members. Each Member shall look solely to the Company's
assets for all distributions with respect to the Company, his or her capital
contribution (including the return thereof), and share of profits, and shall
have no recourse therefore (upon dissolution or otherwise) against any other
Member.

17.4 Termination. Upon complete liquidation of the Company and distribution of
all Company funds, the Company shall terminate.

                                   ARTICLE 18
                                  MISCELLANEOUS

18.1 Notices. All notices, approvals, consents, and demands required or
permitted under this Agreement shall be in writing and sent by hand delivery,
facsimile, overnight mail, certified mail, or registered mall, postage prepaid,
to the Members at their addresses as shown from time to time on the records of
the Company, and shall be deemed given when delivered by hand delivery,
transmitted by facsimile or mailed by overnight, certified, or registered mail.
Any Member may specify a different address by notifying the other Members and
the Company in writing of the different address.

18.2 Governing Law. This Agreement and the rights of the parties to this
Agreement shall be governed by and interpreted in accordance with the laws of
the Commonwealth of Illinois, without regard to or application of its conflict
of laws principles.

18.3 Benefit and Binding Effect. Except as otherwise specifically provided in
this Agreement, this Agreement shall be binding upon and shall inure to the
benefit of the parties to this Agreement, and their legal representatives,
heirs, administrators, executors, successors, and permitted assigns.

18.4 Pronouns and Number. Wherever from the context it appears appropriate, each
term stated in either the singular or the plural shall include the singular and
the plural,



                                       19

and pronouns stated in either the masculine, feminine, or neuter gender shall
include the masculine, feminine, and neuter gender.

18.5 Headings, Annexes, and Schedules. The headings contained in this Agreement
are Inserted only as a matter of convenience, and in no way define, limit, or
extend the scope or intent of this Agreement or any provision of this Agreement.
The annexes and schedules to this Agreement are incorporated into this Agreement
by this reference and expressly made a part of this Agreement.

18.6 Partial Enforceability. If any provision of this Agreement, or the
application of any provision to any person or circumstance shall be held
invalid, illegal, or unenforceable, then the remainder of this Agreement, or the
application of that provision to persons or circumstances other than those with
respect to which It Is held invalid, illegal, or unenforceable, shall not be
affected thereby.

18.7 Previous Agreements. This Agreement shall supersede all previous agreements
of the parties to this Agreement with respect to the matters to which this
Agreement pertains.

18.8 Enforcement. In the event of a breach or threatened breach by a Member of
any of the provisions of this Agreement, the Company shall be entitled to obtain
a temporary restraining order and temporary and permanent injunctive relief
without the necessity of proving actual damages by reason of such breach or
threatened breach, and to the extent permissible under the applicable statues
and rules of procedure, a temporary injunction or restraining order may be
granted immediately upon the commencement of any such suit and without notice.
Nothing in this Agreement may be construed as prohibiting the Company from
pursuing any other remedy or remedies, including without limitation, the
recovery of damages. The Company shall have the right to set off any such
damages against any amounts otherwise payable by it to the Member under this
Agreement or otherwise. Each Member further covenants and agrees to indemnify
and hold the Company harmless from and against all costs and expenses, including
legal or other professional fees and expenses Incurred by the Company in
connection with or arising out of any proceeding instituted by the Company
against the Member to enforce the terms and provisions of this Agreement if the
Company is successful in whole or in part in such proceeding.

18.9 Scope. If any one or more of the provisions of this Agreement shall for any
reason be held to be excessively broad as to time, duration, geographical scope,
activity, or subject, each such provision shall be construed, by limiting and
reducing it, so as to be enforceable to the extent compatible with applicable
law then in force.

18.10 No Waiver. No waiver by any party to this Agreement at any time of a
breach by any other party of any provision of this Agreement to be performed by
such other party shall be deemed a waiver of any similar or dissimilar
provisions of this Agreement at the same or any prior or subsequent time.


                                       20

18.11 Amendments. Any amendments to this Agreement or the Company's Articles of
Organization shall be in writing.

18.12 No Third-Party Beneficiary. It is specifically agreed between the parties
executing this Agreement that it is not intended by any of the provisions of the
Agreement to make the public, or any Member thereof, a third-party beneficiary
under the Agreement, or to authorize anyone not a party to this Agreement to
maintain a suit for damages pursuant to the terms or provisions of this
Agreement. The duties, obligations, and responsibilities of the parties to this
Agreement with respect to third parties shall remain as imposed by law.

18.13 Counterparts. This Agreement may be executed in several counterparts, each
of which shall be deemed an original but all of which shall constitute one and
the same instrument.

18.14 Partition. The Members agree that the Company's assets are not and will
not be suitable for partition. Accordingly, each of the Members irrevocably
waives any and all right such Member may have to maintain any action for
partition of any of the Company's assets. No Member shall have any right to any
specific assets of the Company upon the liquidation of, or any distribution from
the Company.

18.15 Representations and Warranties of the Members. Each Member warrants,
represents, agrees, and acknowledges: (a) that he has adequate means of
providing for his own current needs and foreseeable future contingencies and
anticipates no need now or in the foreseeable future to sell his interest; (b)
that he is acquiring his interest for his own account as a long-term investment
and without a present view to make any distribution, resale, or
fractionalization thereof; (c) that he and his independent counselors have such
knowledge and experience in financial and business matters that they are capable
of evaluating the merits and risks of the investment Involved in his acquisition
of his interest and they have evaluated the same; (d) that he is able to bear
the economic risks of such Investment; (e) that he and his independent
counselors have made such investigations of the Company (including its business
prospects and financial condition) and the Members, have had access to all
information regarding the Company and the Members, and have had an opportunity
to ask all of the questions regarding investment therein; (f) that in connection
with his acquisition of an interest, he has been fully informed by his
Independent counsel as to the applicability of the requirements of the
Securities Act of 1933, as amended (the "Securities Act") and all applicable
state securities or "blue sky" laws to his interest; and (g) that he understands
that: (i) his interest is not registered under the Securities Act or any state
securities law, (ii) there is no market for his interest and he will be unable
to transfer his interest unless such is so registered or unless the transfer
complies with an exemption from such registration (evidence of which must be
satisfactory to counsel for the Company), (iii) such interest cannot be expected
to be readily transferred or liquidated, and (iv) his acquisition of an interest
in the Company involves a high degree of risk.



                                       21

         IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date first set forth above.



DODGE HILL HOLDING JV, LLC

     /s/  STEPHEN SHORT
- -------------------------------
Stephen Short, President



















                                       22

Member Name                                Capital
- -----------                              Contribution                   Units
                                         ------------                   ------

Dodge Hill Holding JV, LLC                 100%                          100














                                       23

EX-4.195

                                                                   EXHIBIT 4.195

                            CERTIFICATE OF FORMATION
                                       OF
                        BLACK STALLION COAL COMPANY, LLC

     1. The name of the limited liability company is Black Stallion Coal
Company, LLC.


     2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.


     3. This Certificate of formation shall be effective on January 28, 2004

     IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Formation of Black Stallion Coal Company, LLC this 28th day of January, 2004.


                                        s/Lori J. Mason
                                        -----------------

                                        Lori J. Mason - Secretary

     State of Delaware
     Secretary of State
  Division of Corporations
Delivered 03:43 PM 01/28/2004
  FILED 03:17 PM 01/28/2004
SRV-040059740 - 3757877 FILE

EX-4.196

                                                                   EXHIBIT 4.196


                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                        BLACK STALLION COAL COMPANY, LLC

                  THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") of
BLACK STALLION COAL COMPANY, LLC (the "LLC"), is dated as of January 28, 2004
and made by Black Walnut Coal Company, a Delaware corporation (the "Member").


                                   WITNESSETH:


                  WHEREAS, the LLC is a limited liability company formed under
the Delaware Limited Liability Company Act (the "Delaware LLC Act") pursuant to
a Certificate of Formation filed with the Delaware Secretary of State on January
28, 2004; and

                  WHEREAS, the Member is the sole member of the LLC.

                  NOW, THEREFORE, the Member hereby declares as follows:

1. LLC FORMATION, NAME, PLACE OF BUSINESS

         1.1 FORMATION OF LLC; CERTIFICATE OF FORMATION

                  The Member of the LLC hereby acknowledges the formation of the
LLC as a limited liability company pursuant to the Delaware LLC Act by virtue of
the filing of a Certificate of Formation with the Delaware Secretary of State on
January 28, 2004.

         1.2 NAME OF LLC

                  The name of the LLC as of the date of this Agreement is and
shall continue to be "Black Stallion Coal Company, LLC". The business of the LLC
may be conducted under any other name that is permitted by the Delaware LLC Act
and selected by the Member. The Member promptly shall execute, file, and record
any assumed or fictitious name certificates required by the laws of the State of
Delaware or any state in which the LLC conducts business and shall take such
other action as such Member determines is required by or advisable under the
laws of the State of Delaware, or any other state in which the LLC conducts
business, to use the name or names under which the LLC conducts business.



         1.3 PLACE OF BUSINESS

                  The LLC's principal place of business shall be St. Louis,
Missouri. The Member may establish and maintain such other offices and
additional places of business of the LLC, either within or without the State of
Delaware, or close any office or place of business of the LLC, as he or she
deems appropriate.

         1.4 REGISTERED AGENT

                  The street address of the initial registered office of the LLC
shall be:

                           The Corporation Trust Company
                           Corporation Trust Center
                           1209 Orange Street
                           Wilmington, Delaware  19801

   and the LLC's registered agent at such address shall be Corporation Service
   Company. The Member may from time to time appoint a new resident agent for
   the LLC.


2. PURPOSES AND POWERS OF LLC

         2.1 PURPOSES

                  The purposes of the LLC shall be (i) to acquire, lease, sell
or otherwise dispose of and/or hold coal, surface and other minerals, (ii)
invest in, develop and/or operate various power generating facilities, coal
mines, other energy related concerns and related transactions, (iii) to
undertake any lawful transactions and engage in any lawful activity incidental
to or in furtherance of the foregoing purposes or otherwise related to the
energy business; and (iv) as agreed by the Member, to engage in any other lawful
business, purpose or activity permitted by the Delaware LLC Act.

         2.2 POWERS

                  The LLC shall have all the powers and privileges as are
necessary or convenient to the conduct, promotion, or attainment of the
business, purposes or activities of the LLC.


3. TERM OF LLC

                  The LLC commenced on the date upon which the Certificate of
Formation was duly filed with the Delaware Secretary of State and shall continue
until the dissolution of the LLC as provided by the Delaware LLC Act.


                                       2



4. LIABILITY OF MEMBER

         Except as otherwise provided in the Delaware LLC Act, the debts,
obligations and liabilities of the LLC, whether arising in contract, tort or
otherwise, shall be solely the debts, obligations and liabilities of the LLC,
and neither the Member, nor any director, manager, officer, employee,
shareholder, controlling person or agent of the LLC or the Member shall be
obligated personally for any such debt, obligation or liability of the LLC
solely by reason of being a member or a manager, director, officer, employee,
shareholder, controlling person or agent of the LLC or the Member. The failure
of the LLC to observe any formalities or requirements relating to the exercise
of its power or management of its business or affairs under the Delaware LLC Act
or this Agreement shall not be grounds for imposing personal liability on the
Member, or any director, manager, officer, employee, shareholder, controlling
person or agent of the LLC or the Member for liabilities of the LLC.


5. CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND
   CERTAIN PROCEEDS.

         5.1 CAPITALIZATION

         Concurrent with the execution of this Agreement, the Member shall make
a $1,000 capital contribution to the LLC, in cash.

         5.2 NO ADDITIONAL CAPITAL CONTRIBUTIONS

                  The Member shall have no obligation to make additional capital
contributions to the LLC.

         5.3 MEMBERSHIP INTEREST

                  The Member shall own one hundred percent (100%) of the
membership interests in the LLC, and all profits and losses shall be allocated
to the Member.

         5.4 DISTRIBUTIONS

         The Member shall decide whether and in what amounts the proceeds
received by the LLC shall be distributed. All such proceeds, if any, shall be
distributed one hundred percent (100%) to the Member.


                                       3


6. MANAGEMENT

         6.1 MEMBER MANAGEMENT

                  Except as otherwise expressly provided in this Agreement, the
business affairs of the LLC shall be managed and controlled by the Member, and
the Member shall have fully, exclusive, and complete authority and discretion to
make all the decisions affecting the business and affairs of the LLC, and to
take all such actions as the member deems necessary or appropriate to accomplish
the purposes of the LLC; and any action taken by the Member shall be binding on
the LLC.

         6.2 MANAGER'S TERM OF OFFICE

                  The Manager shall remain in office until he or she resigns or
is removed from the office by the Member. Gary Halstead shall be the initial
Manager of the LLC. The Manager will devote such time and attention to the LLC
as is appropriate to manage the affairs of the LLC to its best advantage.

         6.3 IMPLEMENTATION OF ACTIONS OF MANAGER

                  The decisions and actions of the Manager shall be carried out
by the Manager or such other individuals granted authority to act on behalf of
the Manager, pursuant to decisions made or resolutions adopted from time to time
by the Manager.



7. INDEMNIFICATION OF REPRESENTATIVES, COMMITTEE MEMBERS AND EMPLOYEES

         7.1 INDEMNIFICATION

                  The LLC shall indemnify and hold harmless the Member and each
director, manager, officer, employee, shareholder, controlling person, agent and
representative of the LLC and of the Member (individually, in each case, an
"Indemnitee") to the fullest extent permitted by law from and against any and
all losses, claims, demands, costs, damages, liabilities (joint or several),
reasonable expenses of any nature (including reasonable attorneys' fees and
disbursements), judgments, fines, settlements, and other amounts arising from
any and all claims, causes of action, demands, actions, suits, or proceedings
(unless asserted by the LLC against the Indemnitee), whether civil, criminal,
administrative or investigative, in which the Indemnitee may be involved, or
threatened to be involved, as a party or otherwise, arising out of or incidental
to the business or activities of or relating to the LLC (a "Claim"), regardless
of whether such Indemnitee continues to be a Member or a director, officer,
employee, shareholder, controlling person, agent or representative of the LLC or


                                       4


the Member at the time any such liability or expense is paid or incurred, if
such Indemnitee determined in good faith that such conduct was in the best
interest of the LLC and such Indemnitee's conduct did not constitute fraud,
gross negligence, or willful misconduct and was within the scope of the
Indemnitee's authority; provided that all claims for indemnification by an
Indemnitee shall be made only against and shall be limited to the assets of the
LLC and no Indemnitee shall have recourse against the Member with respect to any
such Claim. The termination of any action, suit, or proceeding by judgment,
order, settlement, or conviction, or upon a plea of nolo contendre or its
equivalent shall not, in and of itself, create a presumption or otherwise
constitute evidence that the Indemnitee's conduct did constitute fraud, gross
negligence, or willful misconduct.



         7.2 EXPENSES

                  Expenses incurred by an Indemnitee in defending any Claim
subject to this SECTION 7 shall, from time to time, upon request by the
Indemnitee, be advanced by the LLC prior to the final disposition of such Claim
upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to
repay such amount, together with interest on any such advance or advances at the
rate equal to two percentage points above the "Federal short-term rate" as
defined in the Internal Revenue Code section 1274(d)(1)(C)(i) or the maximum
rate permitted under applicable law, promptly upon (and in no event more than
ten days after) a determination in a judicial proceeding or a binding
arbitration that such Indemnitee is not entitled to be indemnified as authorized
in this SECTION 7.

         7.3 OTHER RIGHTS

                  The indemnification provided by this SECTION 7 shall be in
addition to any other rights to which an Indemnitee may be entitled under any
agreement or as approved by the Member, as a matter of law or equity, or
otherwise, both as to an action in such Indemnitee's capacity as the Member or
as a director, manager, officer, employee, shareholder, controlling person,
agent or representative of the LLC or the Member, and as to an action in another
capacity, and shall continue as to an Indemnitee who has ceased to serve in such
capacity with respect to those periods during which such Indemnitee served, and
shall inure to the benefit of the heirs, successors, assigns, and administrators
of the Indemnitee.

         7.4 NOTICE

                  Promptly after receipt of notice of the commencement of any
Claim, an Indemnitee will, if indemnification in respect thereof is to be sought


                                       5


against the LLC under this SECTION 7, notify the LLC of the initiation thereof,
but the omission so to notify the LLC will not relieve the LLC from any
liability that the LLC may have to such Indemnitee otherwise than under this
SECTION 7, or under this SECTION 7 except to the extent that the LLC is
adversely affected by such lack of notice.

         7.5 COUNSEL

                  The LLC shall have the right to undertake, by counsel or other
representatives of its own choosing, the defense or other resolution of any
Claim. In the event that the LLC shall elect not to undertake such defense or
other resolution or within a reasonable time after notice of such Claim from an
Indemnitee, the LLC shall fail to defend or otherwise resolve such Claim, such
Indemnitee (upon further written notice to the LLC) shall have the right to
undertake the defense, compromise, or settlement of such Claim, by counsel or
other representatives of its own choosing, on behalf of and for the account and
risk of the LLC.

         7.6 OTHER PERSONS

                  The provisions of this SECTION 7 are for the benefit of the
Indemnitees and shall not be deemed to create any rights for the benefit of any
other person or entity.

         7.7 INSURANCE

                  The LLC may purchase and maintain insurance of a kind normal
and customary in the industry in which the LLC conducts business on behalf of
any Indemnitee against any liability asserted against an Indemnitee and incurred
by an Indemnitee in such capacity, or arising out of such Indemnitee's status as
aforesaid, whether or not the LLC would have the power to indemnify such
Indemnitee against such liability under this SECTION 7.


8. DISSOLUTION AND LIQUIDATION

         8.1 EFFECT OF DISSOLUTION

                  Upon dissolution, the LLC shall cease carrying on its business
but shall not terminate until the winding up of the affairs of the LLC is
completed, the assets of the LLC shall have been distributed as provided below
and a Certificate of Cancellation of the LLC under the Delaware LLC Act has been
filed with the Secretary of State of the State of Delaware.


                                       6


         8.2 LIQUIDATION UPON DISSOLUTION

                  Upon the dissolution of the LLC, sole and plenary authority to
effectuate the liquidation of the assets of the LLC shall be vested in the
Member, which shall have full power and authority to sell, assign and encumber
any and all of the LLC's assets and to wind up and liquidate the affairs of the
LLC in an orderly and business-like manner. The proceeds of liquidation of the
assets of the LLC distributable upon a dissolution and winding up of the LLC
shall be applied in the following order of priority:

                  (i) first, to the creditors of the LLC, which may include the
Member as a creditor, in the order of priority provided by law, in satisfaction
of all liabilities and obligations of the LLC (or any nature whatsoever,
including, without limitation, fixed or contingent, matured or unmatured, legal
or equitable, secured or unsecured), whether by payment or the making of
reasonable provisions for payment thereof; and

                  (ii) thereafter, one hundred percent (100%) to the Member.


         8.3 WINDING UP AND CERTIFICATE OF CANCELLATION

                  The winding up of the LLC shall be completed when all of its
debts, liabilities, and obligations have been paid and discharged or reasonably
adequate provisions therefor has been made, and all of the remaining property
and assets of the LLC have been distributed to the Member. Upon the completion
of the winding up of the LLC, a Certificate of Cancellation of the LLC shall be
filed with the Delaware Secretary of State.


9. AMENDMENT

                  This Agreement may be amended or modified by a written
instrument executed by the Member.


10. GOVERNING LAW

                  This Agreement shall be governed and construed in accordance
with the laws of the State of Delaware without regard to any applicable
conflicts of law.



                                       7


         IN WITNESS WHEREOF, the undersigned has duly executed this Agreement,
as of the day and year first herein above set forth.


                                        BLACK WALNUT COAL COMPANY


                                        By:    /s/ GARY W. HALSTEAD
                                            --------------------------
                                        Name: Gary W. Halstead
                                              ------------------------
                                        Title:  President
                                               -----------------------








                                       8

EX-4.197

                                                                   EXHIBIT 4.197

                                                          State of Delaware
                                                         Secretary of State
                                                      Division of Corporations
                                                   Delivered 11:50 AM 01/27/2004
                                                    FILED 11:50 AM 01/26/2004'"`
                                                    SRV 040052770 - 3759114 FILE


                            CERTIFICATE OF FORMATION

                                       OF

                                BTU VENEZUELA LLC

                The name of the limited liability company is: BTU

                                 VENEZUELA LLC


         2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.


         3. This Certificate of formation shall be effective on January 28,
2004.


         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of BTU Venezuela LLC this 26th day of January, 2004.



                                                          /s/ Jeffery L. Klinger
                                                              ------------------


                                                     Jeffery L. Klinger. Esquire

EX-4.198

                                                                   EXHIBIT 4.198



                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                                BTU VENEZUELA LLC

                  THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") of BTU
VENEZUELA LLC, (the "LLC") is dated as of January 26, 2004 and made by Peabody
Energy Corporation, a Delaware corporation (the "Member").


                                   WITNESSETH:


                  WHEREAS, the LLC is a limited liability company formed under
the Delaware Limited Liability Company Act (the "Delaware LLC Act") pursuant to
a Certificate of Formation filed with the Delaware Secretary of State on January
26, 2004; and

                  WHEREAS, the Member is the sole member of the LLC.

                  NOW, THEREFORE, the Member hereby declares as follows:

1. LLC FORMATION, NAME, PLACE OF BUSINESS

         1.1 FORMATION OF LLC; CERTIFICATE OF FORMATION

                  The Member of the LLC hereby acknowledges the formation of the
LLC as a limited liability company pursuant to the Delaware LLC Act by virtue of
the filing of a Certificate of Formation with the Delaware Secretary of State on
January 26, 2004.

         1.2 NAME OF LLC

                  The name of the LLC as of the date of this Agreement is and
shall continue to be "BTU Venezuela LLC". The business of the LLC may be
conducted under any other name that is permitted by the Delaware LLC Act and
selected by the Member. The Member promptly shall execute, file, and record any
assumed or fictitious name certificates required by the laws of the State of
Delaware or any state in which the LLC conducts business and shall take such
other action as such Member determines is required by or advisable under the
laws of the State of Delaware, or any other state in which the LLC conducts
business, to use the name or names under which the LLC conducts business.



         1.3 PLACE OF BUSINESS

                  The LLC's principal place of business shall be 701 Market
Street, Suite 719, St. Louis, MO 63101. The Manager may establish and maintain
such other offices and additional places of business of the LLC, either within
or without the State of Delaware, or close any office or place of business of
the LLC, as he or she deems appropriate.

         1.4 REGISTERED AGENT

                  The street address of the initial registered office of the LLC
shall be:

                           The Corporation Trust Company
                           Corporation Trust Center
                           1209 Orange Street
                           Wilmington, Delaware  19801

and the LLC's registered agent at such address shall be Corporation Service
Company. The Manager may from time to time appoint a new resident agent for the
LLC.


2. PURPOSES AND POWERS OF LLC

         2.1 PURPOSES

                  The purposes of the LLC shall be (i) a holding company, to
invest in, develop and/or operate facilities and other energy-related concerns,
(ii) to undertake any lawful transactions and engage in any lawful activity
incidental to or in furtherance of the foregoing purpose or otherwise related to
the energy business; and (iii) as agreed by the Member, to engage in any other
lawful business, purpose or activity permitted by the Delaware LLC Act.

         2.2 POWERS

                  The LLC shall have all the powers and privileges as are
necessary or convenient to the conduct, promotion, or attainment of the
business, purposes or activities of the LLC.


3. TERM OF LLC


                  The LLC commenced on the date upon which the Certificate of
Formation was duly filed with the Delaware Secretary of State and shall continue
until the dissolution of the LLC as provided by the Delaware LLC Act.



                                       2


4. LIABILITY OF MEMBER

         Except as otherwise provided in the Delaware LLC Act, the debts,
obligations and liabilities of the LLC, whether arising in contract, tort or
otherwise, shall be solely the debts, obligations and liabilities of the LLC,
and neither the Member, nor any director, manager, officer, employee,
shareholder, controlling person or agent of the LLC or the Member shall be
obligated personally for any such debt, obligation or liability of the LLC
solely by reason of being a member or a director, manager, officer, employee,
shareholder, controlling person or agent of the LLC or the Member. The failure
of the LLC to observe any formalities or requirements relating to the exercise
of its power or management of its business or affairs under the Delaware LLC Act
or this Agreement shall not be grounds for imposing personal liability on the
Member, the Manager, or any director, manager, officer, employee, shareholder,
controlling person or agent of the LLC or the Member for liabilities of the LLC.


5. CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND
   CERTAIN PROCEEDS.

         5.1 CAPITALIZATION

         Concurrent with the execution of this Agreement, the Member shall make
a $1,000 capital contribution to the LLC, in cash.

         5.2 NO ADDITIONAL CAPITAL CONTRIBUTIONS

                  The Member shall have no obligation to make additional capital
contributions to the LLC.

         5.3 MEMBERSHIP INTEREST

                  The Member shall own one hundred percent (100%) of the
membership interests in the LLC, and all profits and losses shall be allocated
to the Member.

         5.4 DISTRIBUTIONS

                  The Member shall decide whether and in what amounts the
proceeds received by the LLC shall be distributed. All such proceeds, if any,
shall be distributed one hundred percent (100%) to the Member.



                                       3


6. MANAGEMENT

         6.1 MEMBER MANAGEMENT

                  Except as otherwise expressly provided in this Agreement, the
business and affairs of the LLC shall be managed and controlled by the Member,
and the Member shall have full, exclusive, and complete authority and discretion
to make all the decisions affecting the business and affairs of the LLC, and to
take all such actions as the Member deems necessary or appropriate to accomplish
the purposes of the LLC; and any actions taken y the Member shall be binding on
the LLC.


7. INDEMNIFICATION OF REPRESENTATIVES, COMMITTEE MEMBERS AND EMPLOYEES

         7.1 INDEMNIFICATION

                  The LLC shall indemnify and hold harmless the Member, each
director, officer, employee, shareholder, controlling person, agent and
representative of the LLC and of the Member (individually, in each case, an
"Indemnitee") to the fullest extent permitted by law from and against any and
all losses, claims, demands, costs, damages, liabilities (joint or several),
reasonable expenses of any nature (including reasonable attorneys' fees and
disbursements), judgments, fines, settlements, and other amounts arising from
any and all claims, causes of action, demands, actions, suits, or proceedings
(unless asserted by the LLC against the Indemnitee), whether civil, criminal,
administrative or investigative, in which the Indemnitee may be involved, or
threatened to be involved, as a party or otherwise, arising out of or incidental
to the business or activities of or relating to the LLC (a "Claim"), regardless
of whether such Indemnitee continues to be a Member or a director, officer,
employee, shareholder, controlling person, agent or representative of the LLC or
the Member at the time any such liability or expense is paid or incurred, if
such Indemnitee determined in good faith that such conduct was in the best
interest of the LLC and such Indemnitee's conduct did not constitute fraud,
gross negligence, or willful misconduct and was within the scope of the
Indemnitee's authority; provided that all claims for indemnification by an
Indemnitee shall be made only against and shall be limited to the assets of the
LLC and no Indemnitee shall have recourse against the Member with respect to any
such Claim. The termination of any action, suit, or proceeding by judgment,
order, settlement, or conviction, or upon a plea of nolo contendre or its
equivalent shall not, in and of itself, create a presumption or otherwise
constitute evidence that the Indemnitee's conduct did constitute fraud, gross
negligence, or willful misconduct.



                                       4


         7.2 EXPENSES

                  Expenses incurred by an Indemnitee in defending any Claim
subject to this SECTION 7 shall, from time to time, upon request by the
Indemnitee, be advanced by the LLC prior to the final disposition of such Claim
upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to
repay such amount, together with interest on any such advance or advances at the
rate equal to two percentage points above the "Federal short-term rate" as
defined in the Internal Revenue Code section 1274(d)(1)(C)(i) or the maximum
rate permitted under applicable law, promptly upon (and in no event more than
ten days after) a determination in a judicial proceeding or a binding
arbitration that such Indemnitee is not entitled to be indemnified as authorized
in this SECTION 7.

         7.3 OTHER RIGHTS

                  The indemnification provided by this SECTION 7 shall be in
addition to any other rights to which an Indemnitee may be entitled under any
agreement or as approved by the Member, as a matter of law or equity, or
otherwise, both as to an action in such Indemnitee's capacity as the Member or
as a director, manager, officer, employee, shareholder, controlling person,
agent or representative of the LLC or the Member, and as to an action in another
capacity, and shall continue as to an Indemnitee who has ceased to serve in such
capacity with respect to those periods during which such Indemnitee served, and
shall inure to the benefit of the heirs, successors, assigns, and administrators
of the Indemnitee.

         7.4 NOTICE

                  Promptly after receipt of notice of the commencement of any
Claim, an Indemnitee will, if indemnification in respect thereof is to be sought
against the LLC under this SECTION 7, notify the LLC of the initiation thereof,
but the omission so to notify the LLC will not relieve the LLC from any
liability that the LLC may have to such Indemnitee otherwise than under this
SECTION 7, or under this SECTION 7 except to the extent that the LLC is
adversely affected by such lack of notice.

         7.5 COUNSEL

                  The LLC shall have the right to undertake, by counsel or other
representatives of its own choosing, the defense or other resolution of any
Claim. In the event that the LLC shall elect not to undertake such defense or
other resolution or within a reasonable time after notice of such Claim from an
Indemnitee, the LLC shall fail to defend or otherwise resolve such Claim, such
Indemnitee (upon further written notice to the LLC) shall have the right to
undertake the defense, compromise, or settlement of such


                                       5


Claim, by counsel or other representatives of its own choosing, on behalf of and
for the account and risk of the LLC.

         7.6 OTHER PERSONS

                  The provisions of this SECTION 7 are for the benefit of the
Indemnitees and shall not be deemed to create any rights for the benefit of any
other person or entity.


8. DISSOLUTION AND LIQUIDATION

         A. EFFECT OF DISSOLUTION

                  Upon dissolution, the LLC shall cease carrying on its business
but shall not terminate until the winding up of the affairs of the LLC is
completed, the assets of the LLC shall have been distributed as provided below
and a Certificate of Cancellation of the LLC under the Delaware LLC Act has been
filed with the Secretary of State of the State of Delaware.


         B. LIQUIDATION UPON DISSOLUTION

                  Upon the dissolution of the LLC, sole and plenary authority to
effectuate the liquidation of the assets of the LLC shall be vested in the
Member, which shall have full power and authority to sell, assign and encumber
any and all of the LLC's assets and to wind up and liquidate the affairs of the
LLC in an orderly and business-like manner. The proceeds of liquidation of the
assets of the LLC distributable upon a dissolution and winding up of the LLC
shall be applied in the following order of priority:

                  (i) first, to the creditors of the LLC, which may include the
Member as a creditor, in the order of priority provided by law, in satisfaction
of all liabilities and obligations of the LLC (or any nature whatsoever,
including, without limitation, fixed or contingent, matured or unmatured, legal
or equitable, secured or unsecured), whether by payment or the making of
reasonable provisions for payment thereof; and

                  (ii) thereafter, one hundred percent (100%) to the Member.


         C. WINDING UP AND CERTIFICATE OF CANCELLATION

                  The winding up of the LLC shall be completed when all of its
debts, liabilities, and obligations have been paid and discharged or


                                       6


reasonably adequate provisions therefor has been made, and all of the remaining
property and assets of the LLC have been distributed to the Member. Upon the
completion of the winding up of the LLC, a Certificate of Cancellation of the
LLC shall be filed with the Delaware Secretary of State.


9. AMENDMENT

                  This Agreement may be amended or modified by a written
instrument executed by the Member.


10. GOVERNING LAW

                  This Agreement shall be governed and construed in accordance
with the laws of the State of Delaware without regard to any applicable
conflicts of law.

                  IN WITNESS WHEREOF, the undersigned has duly executed this
Agreement, as of the day and year first herein above set forth.


                                     PEABODY ENERGY COMPANY


                                     By:  /s/ JEFFERY L. KLINGER
                                         ---------------------------------------
                                     Name: Jeffery L. Klinger
                                           -------------------------------------
                                     Title:  Vice President  - Legal  Affairs
                                            ------------------------------------



                                       7

EX-4.199

     State of Delaware                                             EXHIBIT 4.199
    Secretary of State
Division of Corporations
Delivered 04:04 PM 12/02/2003
FILED 03:33 PM 12/02/2003
030770505 - 3734072 FILE

                          CERTIFICATE OF INCORPORATION
                                       OF
                               BTU WORLDWIDE, INC.

1.   The name of the corporation is:

     BTU WORLDWIDE, INC.

2.   The address of its registered office in the State of Delaware is

     Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
     County of New Castle. The name of its registered agent at such address is
     The Corporation Trust Company.

3.   The nature of the business or purposes to be conducted or promoted is:

     To engage in any lawful act or activity for which corporations may be
     organized under the General Corporation Law of Delaware.

4.   The total number of shares of stock which the corporation shall have
     authority to issue is: One Hundred Shares (100) and the par value of each
     of such shares is: Ten Dollars ($10.00) amounting in the aggregate to One
     Thousand Dollars ($1,000.00).


5.   The name and mailing address of each incorporator is as follows:



        NAME                      MAILING ADDRESS

        Joseph W. Bean            Peabody Energy Corporation
                                  701 Market Street
                                  St. Louis, MO 63101


6.   The corporation is to have perpetual existence.

7.   In furtherance and not in limitation of the powers conferred by statute,
     the board of directors is expressly authorized:














     To make, alter or repeal the by-laws of the corporation.

     To authorize and cause to be executed mortgages and liens upon the real and
personal property of the corporation.

     To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

     To designate one or more committees, each committee to consist of one or
more of the directors of the corporation. The board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. The by-laws may provide
that in the absence or disqualification of a member of a committee, the member
or members present at any meeting and not disqualified from voting, whether or
not such member or members constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in the place of any such
absent or disqualified member. Any such committee, to the extent provided in
the resolution of the board of directors, or in the by-laws of the corporation,
shall have and may exercise all the powers and authority of the board of
directors in the management of the business and affairs of the corporation, and
may authorize the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to the following matters: (i) approving or adopting, or recommending to the
stockholders, any action or matter expressly required by






the Delaware General Corporation Law to be submitted to stockholders for
approval or (ii) adopting, amending or repealing any bylaw of the corporation.

     When and as authorized by the stockholders in accordance with law, to sell,
lease or exchange all or substantially all of the property and assets of the
corporation, including its good will and its corporate franchises, upon such
terms and conditions and for such consideration, which may consist in whole or
in part of money or property including shares of stock in, and/or other
securities of, any other corporation or corporations, as its board of directors
shall deem expedient and for the best interests of the corporation.

     8. Elections of directors need not be by written ballot unless the bylaws
of the corporation shall provide.

     9. The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

     10. A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit.







     WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this Certificate, hereby declaring and
certifying that this is our act and deed and the facts herein stated are true,
and accordingly have hereunto set our hands this 2"d day of December, 2003.







                                                /s/ JOSEPH W. BEAN
                                                    JOSEPH W. BEAN










CT CORPORATION

        Sincerely,


        Nancy A Davis
        Wilmington Fulfillment Team 3


Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
Tel. 866-809-1133
Fax 302 655 2480



A WoltersKluwer Company

EX-4.200

                                                                   EXHIBIT 4.200


                               BTU WORLDWIDE, INC.

                                     BY-LAWS

                                ARTICLE I OFFICES

         Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

         Section 2. The corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

           Section 1. All meetings of the stockholders for the election of
directors shall be held in the City of St. Louis, Missouri or at such place as
may be fixed from time to time by the board of directors, or at such other place
either within or without the State of Delaware as shall be designated from time
to time by the board of directors and stated in the notice of the meeting.
Meetings of stockholders for any other purpose may be held at such time and
place, within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

           Section 2. Annual meetings of stockholders shall be held on the
second Tuesday of April, if not a legal holiday, and if a legal holiday, then on
the next secular day following, at 10:00 AM, or at such other date and time as
shall be designated from time to time by the board of directors and stated in
the notice of the meeting, at which they shall elect by a plurality vote a board
of directors, and transact such other business as may properly be brought before
the meeting.


                                       1


           Section 3. Written notice of the annual meeting stating the place,
date and hour of the meeting shall be given to each stockholder entitled to vote
at such meeting not less than ten days nor more than thirty days before the date
of the meeting.

           Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the, name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.

           Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

           Section 6. Written notice of a special meeting stating the place,
date and hour of the meeting and the purpose or purposes for which the meeting
is called, shall be given



                                       2


not less than ten days nor more than thirty days before the date of the meeting,
to each stockholder entitled to vote at such meeting.

           Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

           Section 8. The holders of the majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

           Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.




                                       3


           Section 10. Unless otherwise provided in the certificate of
incorporation each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.

           Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

           Section 12. Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the next
annual election and until their successors are duly elected and shall qualify,
unless sooner displaced. If there are no directors in office, then an election
of directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as



                                       4


constituted immediately prior to any such increase), the Court or Chancery may,
upon application of any stockholder or stockholders holding at least ten percent
of the total number of the shares at the time outstanding having the right to
vote for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.

           Section 13. The business of the corporation shall be managed by or
under the direction of its board of directors which may exercise all such powers
of the corporation and do all such lawful acts and things as are not by statute
or by the certificate of incorporation or by these by-laws directed or required
to be exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

           Section 14. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

           Section 15. The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed by the vote of
the stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place shall be specified in a notice given as hereinafter provided for special
meetings of the board of directors, or as shall be specified in a written waiver
signed by all of the directors.



                                       5


           Section 16. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

           Section 17. Special meetings of the board may be called by the
president on one days' notice to each director, either personally or by mail or
by facsimile communication; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of two
directors unless the board consists of only one director; in which case special
meetings shall be called by the president or secretary in like manner and on the
notice on the written request of the sole director.

           Section 18. At all meetings of the board, the majority of directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

           Section 19. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee.



                                       6


           Section 20. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

                             COMMITTEES OF DIRECTORS

           Section 21. The board of directors may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. Any such committee, to the extent provided in the
resolution of the board of directors, shall have and may exercise all the powers
and authority of the board of directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to the following matters: (i) approving or
adopting, or recommending to the stockholders, any action or matter expressly
required by the General Corporation Law of Delaware to be submitted to
stockholders for approval or (ii) adopting, amending or repealing any by-law of
the corporation. Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the board of
directors.

           Section 22. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.


                                       7


                            COMPENSATION OF DIRECTORS

         Section 23. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              REMOVAL OF DIRECTORS

         Section 24. Unless otherwise restricted by the certificate of
incorporation or by law, any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.

                               ARTICLE IV NOTICES

         Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by facsimile telecommunication.



                                       8


         Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                   ARTICLE V

                                    OFFICERS

         Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional vice-presidents,
and one or more assistant secretaries and assistant treasurers. Any number of
offices may be held by the same person, unless the certificate of incorporation
or these by-laws otherwise provide.

         Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, one or more
vice-presidents, a secretary and a treasurer.

         Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

         Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

         Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may



                                       9



be removed at any time by the affirmative vote of a majority of the board of
directors. Any vacancy occurring in any office of the corporation shall be
filled by the board of directors.

                                  THE PRESIDENT

         Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

         Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.

                               THE VICE-PRESIDENTS

         Section 8. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice-presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.



                                       10


                      THE SECRETARY AND ASSISTANT SECRETARY

         Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.

         Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

         Section 11. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable



                                       11


effects in the name and to the credit of the corporation in such depositories as
may be designated by the board of directors.

         Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
a his transactions as treasurer and of the financial condition of the
corporation.

         Section 13. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.

         Section 14. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.



                                       12


                                   ARTICLE VI

                             CERTIFICATES FOR SHARES

         Section 1. The shares of the corporation shall be represented by a
certificate. Certificates shall be signed by, or in the name of the corporation
by, the chairman or vice-chairman of the board of directors, or the president or
a vice-president, and by the treasurer or an assistant treasurer, or the
secretary or an assistant secretary of the corporation.

           Section 2. Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

         Section 3. The board of directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may



                                       13


direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

                                TRANSFER OF STOCK

         Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Upon receipt of proper transfer instructions from the registered owner of
uncertificated shares such uncertificated shares shall be cancelled and issuance
of new equivalent uncertificated shares or certificated shares shall be made to
the person entitled thereto and the transaction shall be recorded upon the books
of the corporation.

                               FIXING RECORD DATE

         Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall



                                       14


apply to any adjournment of the meeting: provided, however, that the board of
directors may fix a new record date for the adjourned meeting.

                             REGISTERED STOCKHOLDERS

         Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                    ARTICLE VII GENERAL PROVISIONS DIVIDENDS

         Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the



                                       15



interest of the corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.

                                ANNUAL STATEMENT

         Section 3. The board of directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.

                                     CHECKS

         Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

         Section 5. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.

                                      SEAL

         Section 6. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS

           Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal by-laws is conferred upon the board of directors by the
certificate of incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.



                                       16

EX-4.201

                                                                   EXHIBIT 4.201

      State of Delaware
      Secretary of State
   Division of Corporations
Delivered 04:05 PM 12/02/2003
FILED 03:36 PM 12/02/2003 SRV
   030770522 - 3734079 FILE


                          CERTIFICATE OF INCORPORATION

                                       OF

                         PDC PARTNERSHIP HOLDINGS, INC.

         1. The name of the corporation is:

                  PDC PARTNERSHIP HOLDINGS, INC.

         2. The address of its registered office in the State of Delaware is

                  Corporation Trust Center, 1209 Orange Street, In the City of
                  Wilmington, County of New Castle. The name of its registered
                  agent at such address Is The Corporation Trust Company.

         3. The nature of the business or purposes to be conducted or promoted
         is:

                  To engage in any lawful act or activity for which corporations
                  may be organized under the General Corporation Law of
                  Delaware.

         4. The total number of shares of stock which the corporation shall have
         authority to issue is:One Hundred Shares (100) and the par value of
         each of such shares is: Ten Dollars ($10.00) amounting in the aggregate
         to One Thousand Dollars ($1,000.00).

         5. The name and mailing address of each incorporator is as follows:

                  NAME                              MAILING  ADDRESS

                  Joseph W. Bean                    Peabody Energy Corporation
                                                    701 Market Street St. Louis,
                                                    MO 63101

         6. The corporation is to have perpetual existence.

         7. In furtherance and not in limitation of the powers conferred by
         statute, the board of directors is expressly authorized:






         To make, alter or repeal the by-laws of the corporation.

         To authorize and cause to be executed mortgages and liens upon the real
and personal property of the corporation.

         To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

         To designate one or more committees, each committee to consist of one
or more of the directors of the corporation. The board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. The by-laws may provide
that in the absence or disqualification of a member of a committee, the member
or members present at any meeting and not disqualified from voting, whether or
not such member or members constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in the place of any such
absent or disqualified member. Any such committee, to the extent provided in the
resolution of the board of directors, or in the by-laws of the corporation,
shall have and may exercise all the powers and authority of the board of
directors in the management of the business and affairs of the corporation, and
may authorize the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to the following matters: (i) approving or adopting; or recommending to the
stockholders, any action or matter expressly required by






the Delaware General Corporation Law to be submitted to stockholders for
approval or (ii) adopting, amending or repealing any bylaw of the corporation.

         When and as authorized by the stockholders in accordance with law, to
sell, lease or exchange all or substantially all of the property and assets of
the corporation, including its good will and its corporate franchises, upon such
terms and conditions and for such consideration, which may consist in whole or
in part of money or property including shares of stock in, and/or other
securities of, any other corporation or corporations, as its board of directors
shall deem expedient and for the best interests of the corporation.

         8. Elections of directors need not be by written ballot unless the
bylaws of the corporation shall provide.

         9. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

         10. A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (ill) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit.






         WE, THE UNDERSIGNED, being each of the incorporators hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make this Certificate, hereby
declaring and certifying that this is our act and deed and the facts herein
stated are true, and accordingly have hereunto set our hands this 2nd day of
December, 2003.




                                        /s/ JOSEPH W. BEAN

                                        JOSEPH W. BEAN

EX-4.202

                                                                   EXHIBIT 4.202

                         PDC PARTNERSHIP HOLDINGS, INC.

                                     BY-LAWS

                                ARTICLE I OFFICES

         Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

         Section 2. The corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         Section 1. All meetings of the stockholders for the election of
directors shall be held in the City of St. Louis, Missouri or at such place as
may be fixed from time to time by the board of directors, or at such other place
either within or without the State of Delaware as shall be designated from time
to time by the board of directors and stated in the notice of the meeting.
Meetings of stockholders for any other purpose may be held at such time and
place, within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof

         Section 2. Annual meetings of stockholders shall be held on the second
Tuesday of April, if not a legal holiday, and if a legal holiday, then on the
next secular day following, at 10:00 AM, or at such other date and time as shall
be designated from time to time by the board of directors and stated in the
notice of the meeting, at which they shall elect by a plurality vote a board of
directors, and transact such other business as may properly be brought before
the meeting.


                                       1



         Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten days nor more than thirty days before the date of
the meeting.

         Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the, name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.

         Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

         Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given


                                       2



not less than ten days nor more than thirty days before the date of the meeting,
to each stockholder entitled to vote at such meeting.

         Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

         Section 8. The holders of the majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

         Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.


                                       3



         Section 10. Unless otherwise provided in the certificate of
incorporation each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.

         Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

         Section 12. Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the next
annual election and until their successors are duly elected and shall qualify,
unless sooner displaced. If there are no directors in office, then an election
of directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as


                                       4



constituted immediately prior to any such increase), the Court or Chancery may,
upon application of any stockholder or stockholders holding at least ten percent
of the total number of the shares at the time outstanding having the right to
vote for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.

         Section 13. The business of the corporation shall be managed by or
under the direction of its board of directors which may exercise all such powers
of the corporation and do all such lawful acts and things as are not by statute
or by the certificate of incorporation or by these by-laws directed or required
to be exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 14. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

         Section 15. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place shall be specified in a notice given as hereinafter provided for special
meetings of the board of directors, or as shall be specified in a written waiver
signed by all of the directors.


                                       5



         Section 16. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

         Section 17. Special meetings of the board may be called by the
president on one days' notice to each director, either personally or by mail or
by facsimile communication; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of two
directors unless the board consists of only one director; in which case special
meetings shall be called by the president or secretary in like manner and on the
notice on the written request of the sole director.

         Section 18. At all meetings of the board, the majority of directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

         Section 19. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee.


                                       6



         Section 20. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

                             COMMITTEES OF DIRECTORS

         Section 21. The board of directors may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. Any such committee, to the extent provided in the
resolution of the board of directors, shall have and may exercise all the powers
and authority of the board of directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to the following matters: (i) approving or
adopting, or recommending to the stockholders, any action or matter expressly
required by the General Corporation Law of Delaware to be submitted to
stockholders for approval or (ii) adopting, amending or repealing any by-law of
the corporation. Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the board of
directors.

         Section 22. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.


                                       7



                            COMPENSATION OF DIRECTORS

         Section 23. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              REMOVAL OF DIRECTORS

         Section 24. Unless otherwise restricted by the certificate of
incorporation or by law, any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.

                               ARTICLE IV NOTICES

         Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by facsimile telecommunication.


                                       8



         Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

         Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional vice-presidents,
and one or more assistant secretaries and assistant treasurers. Any number of
offices may be held by the same person, unless the certificate of incorporation
or these by-laws otherwise provide.

         Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, one or more
vice-presidents, a secretary and a treasurer.

         Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

         Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

         Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may


                                       9



be removed at any time by the affirmative vote of a majority of the board of
directors. Any vacancy occurring in any office of the corporation shall be
filled by the board of directors.

                                  THE PRESIDENT

         Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

         Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.

                               THE VICE-PRESIDENTS

         Section 8. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice-presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.


                                       10



                      THE SECRETARY AND ASSISTANT SECRETARY

         Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.

         Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

         Section 11. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable


                                       11



effects in the name and to the credit of the corporation in such depositories as
may be designated by the board of directors.

         Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
a his transactions as treasurer and of the financial condition of the
corporation.

         Section 13. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.

         Section 14. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.


                                       12



                                   ARTICLE VI

                             CERTIFICATES FOR SHARES

         Section 1. The shares of the corporation shall be represented by a
certificate. Certificates shall be signed by, or in the name of the corporation
by, the chairman or vice-chairman of the board of directors, or the president or
a vice-president, and by the treasurer or an assistant treasurer, or the
secretary or an assistant secretary of the corporation.

         Section 2. Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

         Section 3. The board of directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may


                                       13



direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

                                TRANSFER OF STOCK

         Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Upon receipt of proper transfer instructions from the registered owner of
uncertificated shares such uncertificated shares shall be cancelled and issuance
of new equivalent uncertificated shares or certificated shares shall be made to
the person entitled thereto and the transaction shall be recorded upon the books
of the corporation.

                               FIXING RECORD DATE

         Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall


                                       14



apply to any adjournment of the meeting: provided, however, that the board of
directors may fix a new record date for the adjourned meeting.

                             REGISTERED STOCKHOLDERS

         Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                    ARTICLE VII GENERAL PROVISIONS DIVIDENDS

         Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the


                                       15



interest of the corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.

                                ANNUAL STATEMENT

         Section 3. The board of directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.

                                     CHECKS

         Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

         Section 5. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.

                                      SEAL

         Section 6. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS

         Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is


                                       16



conferred upon the board of directors by the certificate of incorporation at any
regular meeting of the stockholders or of the board of directors or at any
special meeting of the stockholders or of the board of directors if notice of
such alteration, amendment, repeal or adoption of new by-laws be contained in
the notice of such special meeting. If the power to adopt, amend or repeal
by-laws is conferred upon the board of directors by the certificate of
incorporation it shall not divest or limit the power of the stockholders to
adopt, amend or repeal by-laws.


                                       17

EX-4.203

                                                                   EXHIBIT 4.203



                                                         State of Delaware
                                                        Secretary of State
                                                     Division of Corporations
                                                   Delivered 05:35 PM 12/15/2003
                                                   FILED 05:12 PM 12/15/2003 SRV
                                                     030806686 - 0941815 FILE



                           CERTIFICATE OF CONVERSION
               FROM A CORPORATION TO A LIMITED LIABILITY COMPANY
                PURSUANT TO SECTION 266 OF THE DELAWARE GENERAL
                                CORPORATION LAW



1.       The name of the corporation is PEABODY DEVELOPMENT COMPANY. - The name
         under which the corporation was originally incorporated is PREMIER COAL
         SALES COMPANY.

2.       The date on which the original Certificate of Incorporation was filed
         with the Secretary of State is July 28, 1982.


3.       The name of the limited liability company into which the corporation is
         herein being converted is PEABODY DEVELOPMENT COMPANY, LLC.


4.       This Certificate of Conversion shall be effective on December 16, 2003.


5.       The conversion has been approved in accordance with the provisions of
         Section 266.

                                                By /s/ JOSEPH W. BEAN
                                                   ---------------------------
                                                      Authorized Officer



                                                NAME: JOSEPH W. BEAN
                                                     ---------------------------
                                                      PRINT OR TYPE NAME

EX-4.204

                                                                   EXHIBIT 4.204

                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                        PEABODY DEVELOPMENT COMPANY, LLC


         THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") of PEABODY
DEVELOPMENT COMPANY, LLC, (the "LLC") is dated as of December 16, 2003 and made
by Peabody Holding Company, Inc., a Delaware Limited Liability Company (the
"Member").


                                   WITNESSETH:


         WHEREAS, the LLC is a limited liability company formed under the
Delaware Limited Liability Company Act (the "Delaware LLC Act") pursuant to a
Certificate of Formation filed with the Delaware Secretary of State on September
8, 2003; and

         WHEREAS, the Member is the sole member of the LLC.

         NOW, THEREFORE, the Member hereby declares as follows:

1.       LLC FORMATION, NAME, PLACE OF BUSINESS

         1.1      FORMATION OF LLC; CERTIFICATE OF FORMATION

         The Member of the LLC hereby acknowledges the formation of the LLC as a
limited liability company pursuant to the Delaware LLC Act by virtue of the
filing of a Certificate of Formation with the Delaware Secretary of State on
December 16, 2003.

         1.2      NAME OF LLC

         The name of the LLC as of the date of this Agreement is and shall
continue to be "Peabody Development Company, LLC". The business of the LLC may
be conducted under any other name that is permitted by the Delaware LLC Act and
selected by the Member. The Manager designated pursuant to the terms of this
Agreement promptly shall execute, file, and record any assumed or fictitious
name certificates required by the laws of the State of Delaware or any state in
which the LLC conducts business and shall take such other action as such Manager
determines is required by or advisable under the laws of the State of Delaware,
or any other state in which the LLC conducts business, to use the name or names
under which the LLC conducts business.




         1.3      PLACE OF BUSINESS

         The LLC's principal place of business shall be St. Louis, MO. The
Manager may establish and maintain such other offices and additional places of
business of the LLC, either within or without the State of Delaware, or close
any office or place of business of the LLC, as he or she deems appropriate.

         1.4      REGISTERED AGENT

         The street address of the initial registered office of the LLC shall
be:

                  The Corporation Trust Company
                  Corporation Trust Center
                  1209 Orange Street
                  Wilmington, Delaware  19801

and the LLC's registered agent at such address shall be Corporation Service
Company. The Manager may from time to time appoint a new resident agent for the
LLC.


2.       PURPOSES AND POWERS OF LLC

         2.1      PURPOSES

         The purposes of the LLC shall be (i) to purchase mining equipment and
provide finance and credit support, (ii) to undertake any lawful transactions
and engage in any lawful activity incidental to or in furtherance of the
foregoing purpose or otherwise related to the business; and (iii) as agreed by
the Member, to engage in any other lawful business, purpose or activity
permitted by the Delaware LLC Act.

         2.2      POWERS

         The LLC shall have all the powers and privileges as are necessary or
convenient to the conduct, promotion, or attainment of the business, purposes or
activities of the LLC.


3.       TERM OF LLC


         The LLC commenced on the date upon which the Certificate of Formation
was duly filed with the Delaware Secretary of State and shall continue until the
dissolution of the LLC as provided by the Delaware LLC Act.



                                       2


4.       LIABILITY OF MEMBER AND MANAGER

         Except as otherwise provided in the Delaware LLC Act, the debts,
obligations and liabilities of the LLC, whether arising in contract, tort or
otherwise, shall be solely the debts, obligations and liabilities of the LLC,
and neither the Member nor the Manager, nor any director, officer, employee,
shareholder, controlling person or agent of the LLC or the Member shall be
obligated personally for any such debt, obligation or liability of the LLC
solely by reason of being a member or a manager, director, officer, employee,
shareholder, controlling person or agent of the LLC or the Member. The failure
of the LLC to observe any formalities or requirements relating to the exercise
of its power or management of its business or affairs under the Delaware LLC Act
or this Agreement shall not be grounds for imposing personal liability on the
Member, the Manager, or any director, officer, employee, shareholder,
controlling person or agent of the LLC or the Member for liabilities of the LLC.


5.       CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND
         CERTAIN PROCEEDS.

         5.1      CAPITALIZATION

         Concurrent with the execution of this Agreement, the Member shall make
a $1,000 capital contribution to the LLC, in cash.

         5.2      NO ADDITIONAL CAPITAL CONTRIBUTIONS

         The Member shall have no obligation to make additional capital
contributions to the LLC.

         5.3      MEMBERSHIP INTEREST

         The Member shall own one hundred percent (100%) of the membership
interests in the LLC, and all profits and losses shall be allocated to the
Member.

         5.4      DISTRIBUTIONS

         The Member shall decide whether and in what amounts the proceeds
received by the LLC shall be distributed. All such proceeds, if any, shall be
distributed one hundred percent (100%) to the Member.






                                       3



6.       MANAGEMENT

         6.1      MEMBER MANAGEMENT

         Except as otherwise expressly provided in this Agreement, the business
affairs of the LLC shall be managed and controlled by the Member, and the Member
shall have fully, exclusive, and complete authority and discretion to make all
the decisions affecting the business and affairs of the LLC, and to take all
such actions as the member deems necessary or appropriate to accomplish the
purposes of the LLC; and any action taken by the Member shall be binding on the
LLC.


7.       INDEMNIFICATION OF MEMBER, MANAGER REPRESENTATIVES, COMMITTEE MEMBERS
         AND EMPLOYEES

         7.1      INDEMNIFICATION

         The LLC shall indemnify and hold harmless the Member, the Manager and
each director, officer, employee, shareholder, controlling person, agent and
representative of the LLC and of the Member (individually, in each case, an
"Indemnitee") to the fullest extent permitted by law from and against any and
all losses, claims, demands, costs, damages, liabilities (joint or several),
reasonable expenses of any nature (including reasonable attorneys' fees and
disbursements), judgments, fines, settlements, and other amounts arising from
any and all claims, causes of action, demands, actions, suits, or proceedings
(unless asserted by the LLC against the Indemnitee), whether civil, criminal,
administrative or investigative, in which the Indemnitee may be involved, or
threatened to be involved, as a party or otherwise, arising out of or incidental
to the business or activities of or relating to the LLC (a "Claim"), regardless
of whether such Indemnitee continues to be a Member or Manager or a director,
officer, employee, shareholder, controlling person, agent or representative of
the LLC or the Member at the time any such liability or expense is paid or
incurred, if such Indemnitee determined in good faith that such conduct was in
the best interest of the LLC and such Indemnitee's conduct did not constitute
fraud, gross negligence, or willful misconduct and was within the scope of the
Indemnitee's authority; provided that all claims for indemnification by an
Indemnitee shall be made only against and shall be limited to the assets of the
LLC and no Indemnitee shall have recourse against the Member with respect to any
such Claim. The termination of any action, suit, or proceeding by judgment,
order, settlement, or conviction, or upon a plea of nolo contendre or its
equivalent shall not, in and of itself, create a presumption or otherwise
constitute evidence that the Indemnitee's conduct did constitute fraud, gross
negligence, or willful misconduct.


                                       4



         7.2      EXPENSES

         Expenses incurred by an Indemnitee in defending any Claim subject to
this SECTION 7 shall, from time to time, upon request by the Indemnitee, be
advanced by the LLC prior to the final disposition of such Claim upon receipt by
the LLC of an undertaking by or on behalf of the Indemnitee to repay such
amount, together with interest on any such advance or advances at the rate equal
to two percentage points above the "Federal short-term rate" as defined in the
Internal Revenue Code section 1274(d)(1)(C)(i) or the maximum rate permitted
under applicable law, promptly upon (and in no event more than ten days after) a
determination in a judicial proceeding or a binding arbitration that such
Indemnitee is not entitled to be indemnified as authorized in this SECTION 7.

         7.3      OTHER RIGHTS

         The indemnification provided by this SECTION 7 shall be in addition to
any other rights to which an Indemnitee may be entitled under any agreement or
as approved by the Member, as a matter of law or equity, or otherwise, both as
to an action in such Indemnitee's capacity as the Member or Manager or as a
director, officer, employee, shareholder, controlling person, agent or
representative of the LLC or the Member, and as to an action in another
capacity, and shall continue as to an Indemnitee who has ceased to serve in such
capacity with respect to those periods during which such Indemnitee served, and
shall inure to the benefit of the heirs, successors, assigns, and administrators
of the Indemnitee.

         7.4      NOTICE

         Promptly after receipt of notice of the commencement of any Claim, an
Indemnitee will, if indemnification in respect thereof is to be sought against
the LLC under this SECTION 7, notify the LLC of the initiation thereof, but the
omission so to notify the LLC will not relieve the LLC from any liability that
the LLC may have to such Indemnitee otherwise than under this SECTION 7, or
under this SECTION 7 except to the extent that the LLC is adversely affected by
such lack of notice.

         7.5      COUNSEL

         The LLC shall have the right to undertake, by counsel or other
representatives of its own choosing, the defense or other resolution of any
Claim. In the event that the LLC shall elect not to undertake such defense or
other resolution or within a reasonable time after notice of such Claim from an
Indemnitee, the LLC shall fail to defend or otherwise resolve such Claim, such
Indemnitee (upon further written notice to the LLC) shall have the right to
undertake the defense, compromise, or settlement of such Claim, by counsel or
other representatives of its own choosing, on behalf of and for the account and
risk of the LLC.


                                       5


         7.6      OTHER PERSONS

         The provisions of this SECTION 7 are for the benefit of the Indemnitees
and shall not be deemed to create any rights for the benefit of any other person
or entity.

         7.7      INSURANCE

         The LLC may purchase and maintain insurance of a kind normal and
customary in the industry in which the LLC conducts business on behalf of any
Indemnitee against any liability asserted against an Indemnitee and incurred by
an Indemnitee in such capacity, or arising out of such Indemnitee's status as
aforesaid, whether or not the LLC would have the power to indemnify such
Indemnitee against such liability under this SECTION 7.


8.       DISSOLUTION AND LIQUIDATION

         8.1      EFFECT OF DISSOLUTION

         Upon dissolution, the LLC shall cease carrying on its business but
shall not terminate until the winding up of the affairs of the LLC is completed,
the assets of the LLC shall have been distributed as provided below and a
Certificate of Cancellation of the LLC under the Delaware LLC Act has been filed
with the Secretary of State of the State of Delaware.


         8.2      LIQUIDATION UPON DISSOLUTION

         Upon the dissolution of the LLC, sole and plenary authority to
effectuate the liquidation of the assets of the LLC shall be vested in the
Manager, which shall have full power and authority to sell, assign and encumber
any and all of the LLC's assets and to wind up and liquidate the affairs of the
LLC in an orderly and business-like manner. The proceeds of liquidation of the
assets of the LLC distributable upon a dissolution and winding up of the LLC
shall be applied in the following order of priority:

         (i) first, to the creditors of the LLC, which may include the Member as
a creditor, in the order of priority provided by law, in satisfaction of all
liabilities and obligations of the LLC (or any nature whatsoever, including,
without limitation, fixed or contingent, matured or unmatured, legal or
equitable, secured or unsecured), whether by payment or the making of reasonable
provisions for payment thereof; and


                                       6


         (ii) thereafter, one hundred percent (100%) to the Member.


         8.3      WINDING UP AND CERTIFICATE OF CANCELLATION

         The winding up of the LLC shall be completed when all of its debts,
liabilities, and obligations have been paid and discharged or reasonably
adequate provisions therefor has been made, and all of the remaining property
and assets of the LLC have been distributed to the Member. Upon the completion
of the winding up of the LLC, a Certificate of Cancellation of the LLC shall be
filed with the Delaware Secretary of State.


9.       AMENDMENT

         This Agreement may be amended or modified by a written instrument
executed by the Member.


10.      GOVERNING LAW

         This Agreement shall be governed and construed in accordance with the
laws of the State of Delaware without regard to any applicable conflicts of law.

         IN WITNESS WHEREOF, the undersigned has duly executed this Agreement,
as of the day and year first herein above set forth.


                                      PEABODY ENERGY CORPORATION


                                      By:
                                          -------------------------------------
                                      Name: Walter L. Hawkins, Jr.
                                          --------------------------------------
                                      Title:     Vice President
                                          --------------------------------------


                                       7

EX-4.205

                                                                   EXHIBIT 4.205

                                                               State of Delaware
                                                              Secretary of State
                                                        Division of Corporations
                                                   Delivered 02:56 PM 01/07/2004
                                          PM 01/07/2004 - 3749435 FILE I 0010843



                            CERTIFICATE OF FORMATION

                                       OF

                         WATERSIDE-MARISSA DEVELOPMENT

         1. The name of the limited liability company is:

                      WATERSIDE-MARISSA DEVELOPMENT, L.L.C.

         2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.


         3. This Certificate of formation shall be effective on January 8,
2004.


         IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Formation of WATERSIDE-MARISSA DEVELOPMENT, L.L.C. this 7th day of January,
2004.


                                                   /s/ TERRY L. BETHEL
                                                   Terry L. BETHEL

EX-4.206

                                                                   EXHIBIT 4.206

                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                      WATERSIDE-MARISSA DEVELOPMENT, L.L.C.

         THIS LIMITED LIABILITY WATERSIDE-MARISSA DEVELOPMENT, L.L.C., (the
"LLC"), is dated as of January 7, 2004 and made by Peabody-Waterside
Development, LLC, a Delaware limited liability company (the "Member").


                                   WITNESSETH:

         WHEREAS, the LLC is a limited liability company formed under the
Delaware Limited Liability Company Act (the "Delaware LLC Act") pursuant to a
Certificate of Formation filed with the Delaware Secretary of State on January
7, 2004; and

         WHEREAS, the Members of the LLC form a Joint-Venture Management
Committee (the "LLC").

         NOW, THEREFORE, the Management Committee hereby declares as follows:

1. LLC FORMATION, NAME, PLACE OF BUSINESS

         1.1 FORMATION OF LLC; CERTIFICATE OF FORMATION

             The Management Committee of the LLC hereby acknowledges the
formation of the LLC as a limited liability company pursuant to the Delaware LLC
Act by virtue of the filing of a Certificate of Formation with the Delaware
Secretary of State on January 7, 2004.

         1.2 NAME OF LLC

             The name of the LLC as of the date of this Agreement is and shall
continue to be "Waterside-Marissa Development, L.L.C.". The business of the LLC
may be conducted under any other name that is permitted by the Delaware LLC Act
and selected by the Members of the Management Committee ("Committee"). The
Committee designated pursuant to the terms of this Agreement promptly shall
execute, file, and record any assumed or fictitious name certificates required
by the laws of the State of Delaware or any state in which the LLC conducts
business and shall take such other action as such Committee determines is
required by or advisable under the laws of the State of





Delaware, or any other state in which the LLC conducts business, to use the name
or names under which the LLC conducts business.

         1.3 PLACE OF BUSINESS

             The LLC's principal place of business shall be St. Louis, Missouri.
The Committee may establish and maintain such other offices and additional
places of business of the LLC, either within or without the State of Delaware,
or close any office or place of business of the LLC, as he or she deems
appropriate.

         1.4 REGISTERED AGENT

             The street address of the initial registered office of the LLC
shall be:

                  The Corporation Trust Company
                  Corporation Trust Center
                  1209 Orange Street
                  Wilmington, Delaware  19801

and the LLC's registered agent at such address shall be Corporation Service
Company. The Manager may from time to time appoint a new resident agent for the
LLC.

2. PURPOSES AND POWERS OF LLC

         2.1 PURPOSES

             The purposes of the LLC shall be (i) to invest in, develop and/or
operate other related concerns and transactions (ii) to undertake any lawful
transactions and engage in any lawful activity incidental to or in furtherance
of the foregoing purposes or otherwise related to the energy business; and (iv)
as agreed by the Member, to engage in any other lawful business, purpose or
activity permitted by the Delaware LLC Act.

         2.2 POWERS

             The LLC shall have all the powers and privileges as are necessary
or convenient to the conduct, promotion, or attainment of the business, purposes
or activities of the LLC.



                                       2



3. TERM OF LLC

             The LLC commenced on the date upon which the Certificate of
Formation was duly filed with the Delaware Secretary of State and shall continue
until the dissolution of the LLC as provided by the Delaware LLC Act.

4. LIABILITY OF MEMBER

             Except as otherwise provided in the Delaware LLC Act, the debts,
obligations and liabilities of the LLC, whether arising in contract, tort or
otherwise, shall be solely the debts, obligations and liabilities of the LLC,
and neither the Committee, any officer, employee, shareholder, controlling
person or agent of the LLC or the Committee shall be obligated personally for
any such debt, obligation or liability of the LLC solely by reason of being a
Committee member officer, employee, shareholder, controlling person or agent of
the LLC or the Member. The failure of the LLC to observe any formalities or
requirements relating to the exercise of its power or management of its business
or affairs under the Delaware LLC Act or this Agreement shall not be grounds for
imposing personal liability on the Committee, or any, manager, officer,
employee, shareholder, controlling person or agent of the LLC or the Member for
liabilities of the LLC.

5. CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND
   CERTAIN PROCEEDS.

         5.1 CAPITALIZATION

             Concurrent with the execution of this Agreement, the Committee
shall make a $1,000 capital contribution to the LLC, in cash.

         5.2 NO ADDITIONAL CAPITAL CONTRIBUTIONS

             The Committee shall have no obligation to make additional capital
contributions to the LLC.

         5.3 MEMBERSHIP INTEREST

             The Committee shall own one hundred percent (100%) of the
membership interests in the LLC, and all profits and losses shall be allocated
to the Members.

         5.4 DISTRIBUTIONS

             The Committee shall decide whether and in what amounts the proceeds
received by the LLC shall be distributed. All such proceeds, if any, shall be
distributed one hundred percent (100%) to the Members.


                                       3



6. MANAGEMENT

         6.1 MANAGEMENT BY MANAGER

             Management of the LLC is vested in a Management Committee and not
in the Member. The Committee shall be elected by the Member. The Committee may
exercise all such powers of the LLC and do all such lawful acts and things as
may be done by a manager of a limited liability company under the Act.

         6.2 MANAGEMENT COMMITTEE'S TERM OF OFFICE

             The Management Committee shall remain in office until they resigns
or are removed from the office by the Committee. Terry L. Bethel shall be the
initial Manager of the LLC. The Committee will devote such time and attention to
the LLC as is appropriate to manage the affairs of the LLC to its best
advantage.

         6.3 IMPLEMENTATION OF ACTIONS OF MANAGEMENT COMMITTEE

             The decisions and actions of the Committee shall be carried out by
the Committee Members or such other individuals granted authority to act on
behalf of the Committee, pursuant to decisions made or resolutions adopted from
time to time by the Committee.

7. INDEMNIFICATION OF REPRESENTATIVES, COMMITTEE MEMBERS AND EMPLOYEES

         7.1 INDEMNIFICATION

             The LLC shall indemnify and hold harmless the Committee Members,
the Manager and each officer, employee, shareholder, controlling person, agent
and representative of the LLC and of the Member (individually, in each case, an
"Indemnitee") to the fullest extent permitted by law from and against any and
all losses, claims, demands, costs, damages, liabilities (joint or several),
reasonable expenses of any nature (including reasonable attorneys' fees and
disbursements), judgments, fines, settlements, and other amounts arising from
any and all claims, causes of action, demands, actions, suits, or proceedings
(unless asserted by the LLC against the Indemnitee), whether civil, criminal,
administrative or investigative, in which the Indemnitee may be involved, or
threatened to be involved, as a party or otherwise, arising out of or incidental
to the business or activities of or relating to the LLC (a "Claim"), regardless
of whether such Indemnitee continues to be a Committee Member or Manager or an
officer, employee, shareholder, controlling person, agent or representative of
the LLC or the Member at the time any such liability or expense is paid or


                                       4



incurred, if such Indemnitee determined in good faith that such conduct was in
the best interest of the LLC and such Indemnitee's conduct did not constitute
fraud, gross negligence, or willful misconduct and was within the scope of the
Indemnitee's authority; provided that all claims for indemnification by an
Indemnitee shall be made only against and shall be limited to the assets of the
LLC and no Indemnitee shall have recourse against the Member with respect to any
such Claim. The termination of any action, suit, or proceeding by judgment,
order, settlement, or conviction, or upon a plea of nolo contendre or its
equivalent shall not, in and of itself, create a presumption or otherwise
constitute evidence that the Indemnitee's conduct did constitute fraud, gross
negligence, or willful misconduct.

         7.2 EXPENSES

             Expenses incurred by an Indemnitee in defending any Claim subject
to this SECTION 7 shall, from time to time, upon request by the Indemnitee, be
advanced by the LLC prior to the final disposition of such Claim upon receipt by
the LLC of an undertaking by or on behalf of the Indemnitee to repay such
amount, together with interest on any such advance or advances at the rate equal
to two percentage points above the "Federal short-term rate" as defined in the
Internal Revenue Code section 1274(d)(1)(C)(i) or the maximum rate permitted
under applicable law, promptly upon (and in no event more than ten days after) a
determination in a judicial proceeding or a binding arbitration that such
Indemnitee is not entitled to be indemnified as authorized in this SECTION 7.

         7.3 OTHER RIGHTS

             The indemnification provided by this SECTION 7 shall be in addition
to any other rights to which an Indemnitee may be entitled under any agreement
or as approved by the Committee, as a matter of law or equity, or otherwise,
both as to an action in such Indemnitee's capacity as the Committee or Manager,
or as an officer, employee, shareholder, controlling person, agent or
representative of the LLC or the Committee, and as to an action in another
capacity, and shall continue as to an Indemnitee who has ceased to serve in such
capacity with respect to those periods during which such Indemnitee served, and
shall inure to the benefit of the heirs, successors, assigns, and administrators
of the Indemnitee.

         7.4 NOTICE

             Promptly after receipt of notice of the commencement of any Claim,
an Indemnitee will, if indemnification in respect thereof is to be sought
against the LLC under this SECTION 7, notify the LLC of the initiation thereof,
but the omission so to notify the LLC will not relieve the LLC from any
liability


                                       5



that the LLC may have to such Indemnitee otherwise than under this SECTION 7, or
under this SECTION 7 except to the extent that the LLC is adversely affected by
such lack of notice.

         7.5 COUNSEL

             The LLC shall have the right to undertake, by counsel or other
representatives of its own choosing, the defense or other resolution of any
Claim. In the event that the LLC shall elect not to undertake such defense or
other resolution or within a reasonable time after notice of such Claim from an
Indemnitee, the LLC shall fail to defend or otherwise resolve such Claim, such
Indemnitee (upon further written notice to the LLC) shall have the right to
undertake the defense, compromise, or settlement of such Claim, by counsel or
other representatives of its own choosing, on behalf of and for the account and
risk of the LLC.

         7.6 OTHER PERSONS

             The provisions of this SECTION 7 are for the benefit of the
Indemnitees and shall not be deemed to create any rights for the benefit of any
other person or entity.

         7.7 INSURANCE

             The LLC may purchase and maintain insurance of a kind normal and
customary in the industry in which the LLC conducts business on behalf of any
Indemnitee against any liability asserted against an Indemnitee and incurred by
an Indemnitee in such capacity, or arising out of such Indemnitee's status as
aforesaid, whether or not the LLC would have the power to indemnify such
Indemnitee against such liability under this SECTION 7.

8. DISSOLUTION AND LIQUIDATION

         8.1 EFFECT OF DISSOLUTION

             Upon dissolution, the LLC shall cease carrying on its business but
shall not terminate until the winding up of the affairs of the LLC is completed,
the assets of the LLC shall have been distributed as provided below and a
Certificate of Cancellation of the LLC under the Delaware LLC Act has been filed
with the Secretary of State of the State of Delaware.


                                       6



         8.2 LIQUIDATION UPON DISSOLUTION

             Upon the dissolution of the LLC, sole and plenary authority to
effectuate the liquidation of the assets of the LLC shall be vested in the
Committee, which shall have full power and authority to sell, assign and
encumber any and all of the LLC's assets and to wind up and liquidate the
affairs of the LLC in an orderly and business-like manner. The proceeds of
liquidation of the assets of the LLC distributable upon a dissolution and
winding up of the LLC shall be applied in the following order of priority:

             (i) first, to the creditors of the LLC, which may include the
Members of the Committee as a creditor, in the order of priority provided by
law, in satisfaction of all liabilities and obligations of the LLC (or any
nature whatsoever, including, without limitation, fixed or contingent, matured
or unmatured, legal or equitable, secured or unsecured), whether by payment or
the making of reasonable provisions for payment thereof; and

             (ii) thereafter, one hundred percent (100%) to the Member.

         8.3 WINDING UP AND CERTIFICATE OF CANCELLATION

             The winding up of the LLC shall be completed when all of its debts,
liabilities, and obligations have been paid and discharged or reasonably
adequate provisions therefor has been made, and all of the remaining property
and assets of the LLC have been distributed to the Member. Upon the completion
of the winding up of the LLC, a Certificate of Cancellation of the LLC shall be
filed with the Delaware Secretary of State.

9. AMENDMENT

             This Agreement may be amended or modified by a written instrument
executed by the Member.

10. GOVERNING LAW

             This Agreement shall be governed and construed in accordance with
the laws of the State of Delaware without regard to any applicable conflicts of
law.


                                       7



             IN WITNESS WHEREOF, the undersigned has duly executed this
Agreement, as of the day and year first herein above set forth.

                        WATERSIDE-MARISSA DEVELOPMENT, L.L.C.

                              By:
                                 ----------------------------------
                              Name: Member Management Committee
                                    -------------------------------


                              By:
                                 ----------------------------------
                              Name: Member Management Committee
                                    -------------------------------


                              By:
                                 ----------------------------------
                              Name: Member Management Committee
                                    -------------------------------


                              By:
                                 ----------------------------------
                              Name: Member Management Committee
                                    -------------------------------



                                       8

EX-4.211

                                                                   EXHIBIT 4.211



                          THIRD SUPPLEMENTAL INDENTURE

         THIRD SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as
of February 24, 2004, by and among the entities listed on Schedule 1 attached
hereto (the "Guaranteeing Subsidiaries"), each being a subsidiary of Peabody
Energy Corporation (or its permitted successor), a Delaware corporation (the
"Company"), the Company, the other Subsidiary Guarantors (as defined in the
Indenture referred to herein) and US Bank National Association, as Trustee under
the Indenture referred to below (the "Trustee").

                                   WITNESSETH

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture (the "Indenture"), dated as of March 21, 2003 providing for
the issuance of an unlimited amount of 6-7/8% Notes due 2013 (the "Notes"), as
supplemented by a First Supplemental Indenture, dated as of May 7, 2003;

         WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiaries shall execute and deliver to the Trustee a
supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall
unconditionally guarantee all of the Company's Obligations under the Notes on
the terms and conditions set forth herein (the "Subsidiary Guarantee"); and

         WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

         1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

         2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiaries hereby agree
as follows:

                  (a)      Along with all Subsidiary Guarantors named in the
                           Indenture, to jointly and severally Guarantee to each
                           Holder of a Note authenticated and delivered by the
                           Trustee and to the Trustee and its successors and
                           assigns, irrespective of the validity and
                           enforceability of the Indenture, the Notes or the
                           obligations of the Company hereunder or thereunder,
                           that:

                           (i)      the principal of and interest on the Notes
                                    will be promptly paid in full when due,
                                    whether at maturity, by acceleration,




                                    redemption or otherwise, and interest on the
                                    overdue principal of and interest on the
                                    Notes, if any, if lawful, and all other
                                    obligations of the Company to the Holders or
                                    the Trustee hereunder or thereunder will be
                                    promptly paid in full or performed, all in
                                    accordance with the terms hereof and
                                    thereof; and

                           (ii)     in case of any extension of time of payment
                                    or renewal of any Notes or any of such other
                                    obligations, that same will be promptly paid
                                    in full when due or performed in accordance
                                    with the terms of the extension or renewal,
                                    whether at stated maturity, by acceleration
                                    or otherwise.

                           Failing payment when due of any amount so guaranteed
                           or any performance so guaranteed for whatever reason,
                           the Subsidiary Guarantors shall be jointly and
                           severally obligated to pay the same immediately. Each
                           Subsidiary Giarantor agrees that this is a guarantee
                           of payment and not a guarantee of collection.

                  (b)      The obligations hereunder shall be joint and several
                           and unconditional, irrespective of the validity or
                           enforceability of the Notes or the obligations of the
                           Company under the Indenture, the absence of any
                           action to enforce the same, any waiver or consent by
                           any Holder of the Notes with respect to any
                           provisions hereof or thereof, the recovery of any
                           judgment against the Company, any action to enforce
                           the same or any other circumstance which might
                           otherwise constitute a legal or equitable discharge
                           or defense of a Subsidiary Guarantor.

                  (c)      The following is hereby waived: diligence,
                           presentment, demand of payment, filing of claims with
                           a court in the event of insolvency or bankruptcy of
                           the Company, any right to require a proceeding first
                           against the Company, protest, notice and all demands
                           whatsoever.

                  (d)      This Subsidiary Guarantee shall not be discharged
                           except by complete performance of the obligations
                           contained in the Notes and the Indenture.

                  (e)      If any Holder or the Trustee is required by any court
                           or otherwise to return to the Company, the Subsidiary
                           Guarantors, or any custodian, Trustee, liquidator or
                           other similar official acting in relation to either
                           the Company or the Subsidiary Guarantors, any amount
                           paid by either to the Trustee or such Holder, this
                           Subsidiary Guarantee, to the extent theretofore
                           discharged, shall be reinstated in full force and
                           effect.



                                       2


                  (f)      The Guaranteeing Subsidiaries shall not be entitled
                           to any right of subrogation in relation to the
                           Holders in respect of any obligations guaranteed
                           hereby until payment in full of all obligations
                           guaranteed hereby.

                  (g)      As between the Subsidiary Guarantors, on the one
                           hand, and the Holders and the Trustee, on the other
                           hand, (x) the maturity of the obligations guaranteed
                           hereby may be accelerated as provided in Article 6 of
                           the Indenture for the purposes of this Subsidiary
                           Guarantee, notwithstanding any stay, injunction or
                           other prohibition preventing such acceleration in
                           respect of the obligations guaranteed hereby, and (y)
                           in the event of any declaration of acceleration of
                           such obligations as provided in Article 6 of the
                           Indenture, such obligations (whether or not due and
                           payable) shall forthwith become due and payable by
                           the Subsidiary Guarantors for the purpose of this
                           Subsidiary Guarantee.

                  (h)      The Subsidiary Guarantors shall have the right to
                           seek contribution from any non-paying Subsidiary
                           Guarantor so long as the exercise of such right does
                           not impair the rights of the Holders under the
                           Subsidiary Guarantee.

                  (i)      Pursuant to Section 10.04 of the Indenture, after
                           giving effect to any maximum amount and any other
                           contingent and fixed liabilities that are relevant
                           under any applicable Bankruptcy or fraudulent
                           conveyance laws, and after giving effect to any
                           collections from, rights to receive contribution from
                           or payments made by or on behalf of any other
                           Subsidiary Guarantor in respect of the obligations of
                           such other Subsidiary Guarantor under Article 10 of
                           the Indenture shall result in the obligations of such
                           Subsidiary Guarantor under Subsidiary Guarantee not
                           constituting a fraudulent transfer or conveyance.

         3. EXECUTION AND DELIVERY. Each of the Guaranteeing Subsidiaries agrees
that the Subsidiary Guarantees shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such
Subsidiary Guarantee.

         4. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

                  (a)      The Guaranteeing Subsidiaries may not consolidate
                           with or merge with or into (whether or not such
                           Senior Subordinated Note Guarantor is the surviving
                           Person) another corporation, Person or entity whether
                           or not affiliated with such Subsidiary Guarantor
                           unless:



                                       3


                           (i)      subject to Section 10.04 of the Indenture,
                                    the Person formed by or surviving any such
                                    consolidation or merger (if other than a
                                    Subsidiary Guarantor or the Company)
                                    unconditionally assumes all the obligations
                                    of such Subsidiary Guarantor, pursuant to a
                                    supplemental Indenture in form and substance
                                    reasonably satisfactory to the Trustee,
                                    under the Notes, the Indenture and the
                                    Subsidiary Guarantee on the terms set forth
                                    herein or therein; and

                           (ii)     immediately after giving effect to such
                                    transaction, no Default or Event of Default
                                    exists.

                  (b)      In case of any such consolidation, merger, sale or
                           conveyance and upon the assumption by the successor
                           corporation, by supplemental Indenture, executed and
                           delivered to the Trustee and satisfactory in form to
                           the Trustee, of the Subsidiary Guarantee endorsed
                           upon the Notes and the due and punctual performance
                           of all of the covenants and conditions of the
                           Indenture to be performed by the Subsidiary
                           Guarantor, such successor corporation shall succeed
                           to and be substituted for the Subsidiary Guarantor
                           with the same effect as if it had been named herein
                           as a Subsidiary Guarantor. Such successor corporation
                           thereupon may cause to be signed any or all of the
                           Subsidiary Guarantees to be endorsed upon all of the
                           Notes issuable hereunder which theretofore shall not
                           have been signed by the Company and delivered to the
                           Trustee. All the Subsidiary Guarantees so issued
                           shall in all respects have the same legal rank and
                           benefit under the Indenture as the Subsidiary
                           Guarantees theretofore and thereafter issued in
                           accordance with the terms of the Indenture as though
                           all of such Subsidiary Guarantees had been issued at
                           the date of the execution hereof.

                  (c)      Except as set forth in Articles 4 and 5 of the
                           Indenture, and notwithstanding clauses (a) and (b)
                           above, nothing contained in the Indenture or in any
                           of the Notes shall prevent any consolidation or
                           merger of a Subsidiary Guarantor with or into the
                           Company or another Subsidiary Guarantor, or shall
                           prevent any sale or conveyance of the property of a
                           Subsidiary Guarantor as an entirety or substantially
                           as an entirety to the Company or another Subsidiary
                           Guarantor.

         5. RELEASES.

                  (a)      In the event of a sale or other disposition of all of
                           the assets of any Subsidiary Guarantor, by way of
                           merger, consolidation or otherwise, or a sale or
                           other disposition of all to the capital stock of



                                       4


                           any Subsidiary Guarantor, then such Subsidiary
                           Guarantor (in the event of a sale or other
                           disposition, by way of merger, consolidation or
                           otherwise, of all of the capital stock of such
                           Subsidiary Guarantor) or the corporation acquiring
                           the property (in the event of a sale or other
                           disposition of all or substantially all of the assets
                           of such Subsidiary Guarantor) will be released and
                           relieved of any obligations under its Subsidiary
                           Guarantee; provided that the Net Proceeds of such
                           sale or other disposition are applied in accordance
                           with the applicable provisions of the Indenture,
                           including without limitation Section 4.10 of the
                           Indenture. Upon delivery by the Company to the
                           Trustee of an Officer's Certificate and an Opinion of
                           Counsel to the effect that such sale or other
                           disposition was made by the Company in accordance
                           with the provisions of the Indenture, including
                           without limitation Section 4.10 of the Indenture, the
                           Trustee shall execute any documents reasonably
                           required in order to evidence the release of any
                           Subsidiary Guarantor from its obligations under its
                           Subsidiary Guarantee.

                  (b)      Any Subsidiary Guarantor not released from its
                           obligations under its Subsidiary Guarantee shall
                           remain liable for the full amount of principal of and
                           interest on the Notes and for the other obligations
                           of any Subsidiary Guarantor under the Indenture as
                           provided in Article 10 of the Indenture.

         6. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiaries, as such, shall have any liability for any obligations of the
Company or any of the Guaranteeing Subsidiaries under the Notes, any Subsidiary
Guarantees, the Indenture or this Supplemental Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder of the Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes.
Such waiver may not be effective to waive liabilities under the federal
securities laws and it is the view of the Commission that such a waiver is
against public policy.

         7. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

         8. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

         9. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.



                                       5

         10. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiaries and the Company.


         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be executed by their respective officers thereunto duly authorized,
as of the date first written above.


PEABODY ENERGY CORPORATION                  US BANK NATIONAL ASSOCIATION
("COMPANY")                                 ("TRUSTEE")


By: /s/ WALTER L. HAWKINS, JR.              By: /s/ PHILIP G. KANE, JR.
    ---------------------------------           --------------------------------
Name: Walter L. Hawkins, Jr.                Name: Philip G. Kane, Jr.
      -------------------------------             ------------------------------
Title: Vice President and Treasurer         Title: Vice President
       ------------------------------              -----------------------------

  EXISTING SUBSIDIARY GUARANTORS:

                           AFFINITY MINING COMPANY
                           ARCLAR COMPANY, LLC
                           ARID OPERATIONS INC.
                           BEAVER DAM COAL COMPANY
                           BIG RIDGE, INC.
                           BIG SKY COAL COMPANY
                           BLACK BEAUTY COAL COMPANY
                           BLACK BEAUTY EQUIPMENT COMPANY
                           BLACK BEAUTY HOLDING COMPANY, LLC
                           BLACK BEAUTY MINING, INC.
                           BLACK BEAUTY RESOURCES, INC.
                           BLACK BEAUTY UNDERGROUND, INC.
                           BLACK WALNUT COAL COMPANY
                           BLUEGRASS COAL COMPANY
                           CABALLO COAL COMPANY
                           CHARLES COAL COMPANY
                           CLEATON COAL COMPANY
                           COAL PROPERTIES CORP.
                           COLONY BAY COAL COMPANY
                           COOK MOUNTAIN COAL COMPANY
                           COTTONWOOD LAND COMPANY



                                       6


                           CYPRUS CREEK LAND COMPANY
                           CYPRUS CREEK LAND RESOURCES, LLC
                           EACC CAMPS, INC.
                           EAGLE COAL COMPANY
                           EASTERN ASSOCIATED COAL CORP.
                           EASTERN ROYALTY CORP.
                           EMPIRE MARINE, LLC
                           FALCON COAL COMPANY
                           GALLO FINANCE COMPANY
                           GIBCO MOTOR EXPRESS, LLC
                           GOLD FIELDS CHILE, S.A.
                           GOLD FIELDS MINING CORPORATION
                           GOLD FIELDS OPERATING CO. - ORTIZ
                           GRAND EAGLE MINING, INC.
                           HAYDEN GULCH TERMINAL, INC.
                           HIGHLAND MINING COMPANY
                           HIGHWALL MINING SERVICES COMPANY
                           HILLSIDE MINING COMPANY
                           INDEPENDENCE MATERIAL HANDLING
                                COMPANY
                           INDIAN HILL COMPANY
                           INTERIOR HOLDINGS CORP.
                           JAMES RIVER COAL TERMINAL COMPANY
                           JARRELL'S BRANCH COAL COMPANY
                           JUNIPER COAL COMPANY
                           KANAWHA RIVER VENTURES I, LLC
                           KAYENTA MOBILE HOME PARK, INC.
                           LOGAN FORK COAL COMPANY
                           MARTINKA COAL COMPANY
                           MIDCO SUPPLY AND EQUIPMENT
                                CORPORATION
                           MIDWEST COAL ACQUISITION CORP.
                           MOUNTAIN VIEW COAL COMPANY
                           MUSTANG ENERGY COMPANY, L.L.C.
                           NORTH PAGE COAL CORP.
                           OHIO COUNTY COAL COMPANY
                           PATRIOT COAL COMPANY, L.P.
                           PEABODY AMERICA, INC.
                           PEABODY ARCHVEYOR, L.L.C.
                           PEABODY COAL COMPANY
                           PEABODY COALSALES COMPANY
                           PEABODY COALTRADE, INC.
                           PEABODY DEVELOPMENT COMPANY
                           PEABODY DEVELOPMENT LAND HOLDINGS, LLC
                           PEABODY ENERGY GENERATION HOLDING
                           PEABODY ENERGY INVESTMENTS, INC.



                                       7


                           PEABODY ENERGY SOLUTIONS, INC.
                           PEABODY HOLDING COMPANY, INC.
                           PEABODY NATURAL GAS, LLC
                           PEABODY NATURAL RESOURCES COMPANY
                           PEABODY POWERTREE INVESTMENTS, LLC
                           PEABODY RECREATIONAL LANDS, L.L.C.
                           PEABODY SOUTHWESTERN COAL COMPANY
                           PEABODY TERMINALS, INC.
                           PEABODY VENEZUELA COAL CORP.
                           PEABODY-WATERSIDE DEVELOPMENT, L.L.C.
                           PEABODY WESTERN COAL COMPANY
                           PEC EQUIPMENT COMPANY, LLC
                           PINE RIDGE COAL COMPANY
                           POINT PLEASANT DOCK COMPANY, LLC
                           POND CREEK LAND RESOURCES, LLC
                           POND RIVER LAND COMPANY
                           PORCUPINE PRODUCTION, LLC
                           PORCUPINE TRANSPORTATION, LLC
                           POWDER RIVER COAL COMPANY
                           PRAIRIE STATE GENERATING COMPANY, L.L.C.
                           RIO ESCONDIDO COAL CORP.
                           RIVERS EDGE MINING, INC.
                           RIVERVIEW TERMINAL COMPANY
                           SENECA COAL COMPANY
                           SENTRY MINING COMPANY
                           SNOWBERRY LAND COMPANY
                           STAR LAKE ENERGY COMPANY, L.L.C.
                           STERLING SMOKELESS COAL COMPANY
                           SUGAR CAMP PROPERTIES
                           THOROUGHBRED, L.L.C.
                           THOROUGHBRED GENERATING COMPANY, LLC
                           THOROUGHBRED MINING COMPANY, L.L.C.
                           WILLIAMSVILLE COAL COMPANY, LLC
                           YANKEETOWN DOCK CORPORATION


                           By: /s/ WALTER L. HAWKINS, JR.
                               -------------------------------
                               Name: Walter L. Hawkins, Jr.
                               Title: Vice President



                                       8


  NEW GUARANTEEING SUBSIDIARIES:

                                           PDC PARTNERSHIP HOLDINGS, INC.


                                           By: /s/ WALTER L. HAWKINS, JR.
                                               --------------------------------
                                           Name: Walter L. Hawkins, Jr.
                                           Title: Vice President & Treasurer



                                           WATERSIDE-MARISSA DEVELOPMENT, L.L.C.


                                           By: /s/ WALTER L. HAWKINS, JR.
                                               --------------------------------
                                           Name: Walter L. Hawkins, Jr.
                                           Title: Vice President & Treasurer



                                           BTU VENEZUELA, LLC


                                           By: /s/ WALTER L. HAWKINS, JR.
                                               --------------------------------
                                           Name: Walter L. Hawkins, Jr.
                                           Title: Vice President & Treasurer



                                           BLACK STALLION COAL COMPANY, LLC


                                           By: /s/ WALTER L. HAWKINS, JR.
                                               --------------------------------
                                           Name: Walter L. Hawkins, Jr.
                                           Title: Vice President & Treasurer



                                           BLACK HILLS MINING CO., LLC


                                           By: /s/ WALTER L. HAWKINS, JR.
                                               --------------------------------
                                           Name: Walter L. Hawkins, Jr.
                                           Title: Vice President & Treasurer



                                           BTU WORLDWIDE, INC.


                                           By: /s/ WALTER L. HAWKINS, JR.
                                               --------------------------------
                                           Name: Walter L. Hawkins, Jr.
                                           Title: Vice President & Treasurer


                                       9


                                   SCHEDULE 1

                          NEW GUARANTEEING SUBSIDIARIES

PDC Partnership Holdings, Inc., a Delaware corporation
Waterside-Marissa Development, L.L.C., a Delaware limited liability company
Black Stallion Coal Company, LLC, a Delaware limited liability company
Black Hills Mining Co., LLC, an Illinois limited liability company
BTU Venezuela, LLC, a Delaware limited liability company
BTU Worldwide, Inc., a Delaware corporation



                                       10

EX-12

                                                                               .
                                                                               .
                                                                               .
                                                                      Exhibit 12

PEABODY ENERGY
Computation of Ratio of Earnings to Fixed Charges
(Dollars in Thousands)






                                Year       Year       Nine Months      Year           Year
                               Ended       Ended        Ended          Ended          Ended
                              March 31,   March 31,   December 31,   December 31,  December 31,
                                 2000       2001          2001          2002          2003
                              ---------   ---------   ------------   ------------   ----------
                                                                     
Income (Loss) Before
  Income Taxes and
  Minority Interests......    $ (7,398)   $ 152,894   $   29,000     $  78,804      $   (3,181)

Interest Expense..........      205,056     197,686       88,686       102,458          98,540

Interest Portion of
  Rental Expense..........       26,225      44,303       37,294        53,958          49,627
                              ---------   ---------   ----------     ---------      ----------
Adjusted Earnings.........    $ 223,883   $ 394,883   $  154,980     $ 235,220      $  144,986
                              =========   =========   ==========     =========      ==========
Interest Expense..........    $ 205,056   $ 197,686   $   88,686     $ 102,458      $   98,540
Interest Portion of
  Rental Expense..........       26,225      44,303       37,294        53,958          49,627
                              ---------   ---------   ----------     ---------      ----------
Adjusted fixed charges....     $231,281   $ 241,989   $  125,980     $ 156,416      $  148,167
                              =========   =========   ==========     =========      ==========
Ratio of Earnings
to Fixed Charges..........         0.97        1.63         1.23          1.50            0.98
                              =========   =========   ==========     =========      ==========

EX-23.2

                                                                    EXHIBIT 23.2


                        CONSENT OF INDEPENDENT AUDITORS


We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-109906) and related Prospectus of
Peabody Energy Corporation for the registration of up to an aggregate
$1,250,000,000 of any of the following: common stock; debt securities; preferred
stock; warrants; and units, and 10,267,169 shares of common stock and to the
incorporation by reference therein of our report dated January 23, 2004, with
respect to the consolidated financial statements and schedule of Peabody Energy
Corporation incorporated by reference in its Annual Report (Form 10-K) for the
year ended December 31, 2003, filed with the Securities and Exchange Commission.


                                                /s/ Ernst & Young LLP


St. Louis, Missouri
March 2, 2004

EX-24.1

                                                                    EXHIBIT 24.1

                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that B. R. Brown, a Director
of Peabody Energy Corporation and whose signature appears below, hereby
constitutes and appoints Irl F. Engelhardt, Richard A. Navarre and Jeffery L.
Klinger, or any one of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
the Registration Statement, including post-effective amendments, and
registration statements filed pursuant to Rule 462 under the Securities Act of
1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and does
hereby grant unto said attorneys in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys in-fact and agents, or any of them, or their or his
substitutes, may lawfully do or cause to be done by virtue hereof.

                                             By:      /s/ B. R. BROWN
                                                --------------------------------
                                                          B. R. Brown
Date:  March 3, 2004                                        Director

EX-24.2

                                                                    EXHIBIT 24.2


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that Walter L. Hawkins, Jr., Vice
President and Treasurer of the entities listed on Schedule A attached hereto and
whose signature appears below, hereby constitutes and appoints Irl F.
Engelhardt, Richard A. Navarre and Jeffery L. Klinger, or any one of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to the Registration Statement,
including post-effective amendments, and registration statements filed pursuant
to Rule 462 under the Securities Act of 1933, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and does hereby grant unto said attorneys
in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys in-fact and
agents, or any of them, or their or his substitutes, may lawfully do or cause to
be done by virtue hereof.


Date: March 3, 2004                             By: /s/ WALTER L. HAWKINS, JR.
                                                   -----------------------------
                                                       Walter L. Hawkins, Jr.
                                                     Vice President & Treasurer



                                                                      Schedule A



Arclar Company, LLC

Arid Operations Inc.

Beaver Dam Coal Company

Big Ridge, Inc.

Big Sky Coal Company

Black Beauty Coal Company

Black Beauty Equipment Company

Black Beauty Holding Company, LLC

Black Beauty Mining, Inc.

Black Beauty Resources, Inc.

Black Beauty Underground, Inc.

Black Walnut Coal Company

Bluegrass Coal Company

Caballo Coal Company

Cleaton Coal Company

Coal Properties Corp.

Colony Bay Coal Company

Cook Mountain Coal Company

Cottonwood Land Company

Cyprus Creek Land Company

Cyprus Creek Land Resources, LLC

Eagle Coal Company




Eastern Associated Coal Corp.

Eastern Royalty Corp.

Empire Marine, LLC

Falcon Coal Company

Gallo Finance Company

GIBCO Motor Express, LLC

Gold Fields Chile, S.A.

Gold Fields Mining Corporation

Gold Fields Operating Co. - Ortiz

Grand Eagle Mining, Inc.

Hayden Gulch Terminal, Inc.

Highland Mining Company

Highwall Mining Services Company

Independence Material Handling Company

Indian Hill Company

Interior Holdings Corp.

James River Coal Terminal Company

Jarrell's Branch Coal Company

Juniper Coal Company

Kanawha River Ventures I, LLC

Kayenta Mobile Home Park, Inc

Logan Fork Coal Company

Midco Supply and Equipment Corporation




Midwest Coal Acquisition Corp.

Mountain View Coal Company

Mustang Energy Company, L.L.C.

North Page Coal Corp.

Ohio County Coal Company

Patriot Coal Company, L.P.

Peabody America, Inc.

Peabody Archveyor, L.L.C.

Peabody Coal Company

Peabody COALSALES Company

Peabody COALTRADE, Inc.

Peabody Development Company, LLC

Peabody Development Land Holdings, LLC

Peabody Energy Generation Holding Company

Peabody Energy Investments, Inc.

Peabody Energy Solutions, Inc.

Peabody Holding Company, Inc.

Peabody Natural Gas, LLC

Peabody Natural Resources Company

Peabody PowerTree Investments, LLC

Peabody Recreational Lands, L.L.C.

Peabody Southwestern Coal Company

Peabody Terminals, Inc.



Peabody Venezuela Coal Corp.

Peabody-Waterside Development, L.L.C.

Peabody Western Coal Company

PEC Equipment Company, LLC

Pine Ridge Coal Company

Point Pleasant Dock Company, LLC

Pond Creek Land Resources, LLC

Pond River Land Company

Porcupine Production, LLC

Porcupine Transportation, LLC

Powder River Coal Company

Prairie State Generating Company, LLC

Rio Escondido Coal Corp.

Rivers Edge Mining, Inc.

Riverview Terminal Company

Seneca Coal Company

Sentry Mining Company

Snowberry Land Company

Star Lake Energy Company, L.L.C.

Sterling Smokeless Coal Company

Sugar Camp Properties

Thoroughbred, L.L.C.

Thoroughbred Generating Company, L.L.C.




Thoroughbred Mining Company, L.L.C.

Williamsville Coal Company, LLC.

Yankeetown Dock Corporation

EX-24.3

                                                                    EXHIBIT 24.3



                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that Gary T. Kacich, Vice
President and Assistant Treasurer of Colony Bay Coal Company and whose signature
appears below, hereby constitutes and appoints Irl F. Engelhardt, Richard A.
Navarre and Jeffery L. Klinger, or any one of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to the Registration Statement,
including post-effective amendments, and registration statements filed pursuant
to Rule 462 under the Securities Act of 1933, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and does hereby grant unto said attorneys
in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys in-fact and
agents, or any of them, or their or his substitutes, may lawfully do or cause to
be done by virtue hereof.


                                   By: /s/ GARY T. KACICH
                                       -----------------------------------------
                                       Gary T. Kacich
                                       Vice President and Assistant Treasurer

Date: March 3, 2004

EX-24.4

                                                                    EXHIBIT 24.4

                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that Colin M. Kelly, President
of Prairie State Generating Company, LLC and whose signature appears below,
hereby constitutes and appoints Irl F. Engelhardt, Richard A. Navarre and
Jeffery L. Klinger, or any one of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments to the Registration Statement, including post-effective amendments,
and registration statements filed pursuant to Rule 462 under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and does
hereby grant unto said attorneys in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys in-fact and agents, or any of them, or their or his
substitutes, may lawfully do or cause to be done by virtue hereof.

                                 By:     /s/ COLLIN M. KELLY
                                     ------------------------------------
                                             Colin M. Kelly
                                               President

Date: March 3, 2004

EX-24.5

                                                                    EXHIBIT 24.5


                                POWER OF ATTORNEY

             KNOW ALL MEN BY THESE PRESENTS, that James C. Sevem, President of
Eastern Royalty Corp. and whose signature appears below, hereby constitutes and
appoints Irl F. Engelhardt, Richard A. Navarre and Jeffery L. Klinger, or any
one of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to the Registration
Statement, including post-effective amendments, and registration statements
filed pursuant to Rule 462 under the Securities Act of 1933, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and does hereby grant unto said
attorneys in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys
in-fact and agents, or any of them, or their or his substitutes, may lawfully do
or cause to be done by virtue hereof.


                                           By: /s/ JAMES C. SEVEM
                                              ------------------------
                                                  James C. Sevem
                                                    President

Date: March 3, 2004