X0202 4/A 2006-04-10 2006-04-11 0 0001301063 Foundation Coal Holdings, Inc. FCL 0001310347 Foley David C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK NY 10154 1 0 0 0 Common Stock, par value $0.01 per share 11173 I See footnote Common Stock, par value $0.01 per share 0 I See footnote Common Stock, par value $0.01 per share 0 I See footnote Common Stock, par value $0.01 per share 0 I See footnote The reporting person has elected to amend the Form 4 filed on April 11, 2006 to report only his beneficial ownership according to his pecuniary interest as defined in Rule 16a-1(a)(2)(i) and Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended, in the securities held by limited partnerships and a limited liability company, rather than the alternative disclosure permitted by General Instruction 4(b)(iv) of Form 4 previously used. Mr. Foley does not have a direct or indirect pecuniary interest in any shares of Common Stock owned by BCCP, BPP or BFIP. These shares of Foundation Coal Holdings, Inc.'s common stock ("Common Stock") are owned by Blackstone Management Associates IV L.L.C. ("BMA"). Mr. Foley is a member of BMA and may be deemed to have an indirect pecuniary interest in these shares of Common Stock. These shares were previously reported by Mr. Foley among those owned by Blackstone FCH Capital Partners IV L.P. ("BCP"). On January 24, 2006, BCP distributed all of the shares of Common Stock then held by it to its partners, including BMA, pro rata pursuant to the terms of the organization documents governing BCP. These securities are owned by Blackstone Capital Commitment Partners IV L.P. ("BCCP"). BMA is the sole general partner of BCCP and has investment and voting control over the shares of Common Stock held by BCCP. Mr. Foley is a member of BMA but does not have a direct or indirect pecuniary interest in any shares of Common Stock owned by BCCP. These shares were previously reported by Mr. Foley among those owned by BCP. On January 24, 2006, BCP distributed all of the shares of Common Stock then held by it to its partners, including BCCP, pro rata pursuant to the terms of the organization documents governing BCP. These securities are owned by Blackstone Participation Partnership IV L.P. ("BPP"). BMA is the sole general partner of BPP and has investment and voting control over the shares of Common Stock held by BPP. Mr. Foley is a member of BMA but does not have a direct or indirect pecuniary interest in any shares of Common Stock. These shares were previously reported by Mr. Foley among those owned by BCP. On January 24, 2006, BCP distributed all of the shares of Common Stock then held by it to its partners, including BPP, pro rata pursuant to the terms of the organization documents governing BCP. These securities are owned by Blackstone Family Investment Partnership IV-A L.P. ("BFIP"). BMA is the sole general partner of BFIP and has investment and voting control over the shares of Common Stock held by BFIP. Mr. Foley is a member of BMA but does not have a direct or indirect pecuniary interest in any shares of Common Stock. /s/ David Foley 2006-09-29