X0202 3 2004-12-08 0 0001301063 Foundation Coal Holdings, Inc. FCL 0001276331 MELWANI PRAKASH C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK NY 10154 1 0 1 0 Common Stock, par value $0.01 per share 6880052 I See footnotes 1, 2 and 3 Common Stock, par value $0.01 per share 362108 I See footnotes 1, 2 and 3 (1) Blackstone FCH Capital Partners IV L.P. owns 6,880,052 shares of Foundation Coal Holdings, Inc.'s common stock (the "Common Stock") reported as beneficially owned in the above table. Blackstone Family Investment Partnership IV-A L.P. (together with Blackstone FCH Capital Partners IV L.P., the "Blackstone Funds") owns 362,108 shares of Common Stock reported as beneficially owned in the above table. Blackstone Management Associates IV L.L.C. is the sole general partner of each of the Blackstone Funds and has investment and voting control over the shares of Common Stock held by each of the Blackstone Funds. Mr. Melwani is a member of Blackstone Management Associates IV L.L.C. ("BMA") and may be deemed to share beneficial ownership of the Common Stock controlled by BMA. (2) Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, Mr. Melwani herein states that this filing shall not be deemed an admission that he is the beneficial owner of any of the shares of Common Stock covered by this Statement, except to the extent of his pecuniary interest in such shares of Common Stock. (3) Information with respect to the Blackstone Funds and BMA may be found in a corresponding Form 3 filed on the date hereof. /s/ Prakash Melwani 2004-12-07