6/6/94
WESTMORELAND  COAL  COMPANY

(DELAWARE  CORPORATION)

BYLAWS

ARTICLE  I
SHAREHOLDERS

SECTION  1.	Meetings

	(a)	Annual Meeting.  Unless otherwise fixed by the Board of Directors, 
the annual meeting of shareholders for the election of Directors and 
for other business shall be held on the first Tuesday of May in each 
year, or, if that day is a legal holiday, on the next following 
business day.

	(b)	Special Meetings.  Special meetings of the shareholders may be 
called at any time by the chief executive officer, or a majority of the 
Board of Directors, or the holders of at least one-fifth of the shares 
of stock of the Company outstanding and entitled to vote.

	(c)	Place.  Meetings of the shareholders shall be held at such place in 
Philadelphia, Pennsylvania (where the company will maintain an 
office at which it may keep its books to the extent permitted by law) 
as may be fixed by the Board of Directors in the notice of meeting.

SECTION  2.	Notice

	Written notice of the time and place of all meetings of shareholders and of 
the purpose of each special meeting of shareholders shall be given to each 
shareholder entitled to vote thereat at least ten days before the date of 
the meeting, unless a greater period of notice is required by law in a 
particular case.

SECTION  3.	Voting

	(a)	Voting Rights.  Except as otherwise provided herein, or in the 
Certificate of Incorporation, or by law, every shareholder shall have 
the right at every shareholders' meeting to one vote for every share 
standing in his name on the books of the Company which is entitled 
to vote at such meeting.  Every shareholder may vote either in 
person or by proxy.

	(b)	Election of Directors.  At each annual meeting the shareholders 
shall elect seven directors, who shall constitute the entire Board.

SECTION  4.	Quorum and Required Vote

	The presence, in person or by proxy, of the holders of a majority of the 
outstanding shares of stock of the Company entitled to vote at a meeting 
shall constitute a quorum.  If a quorum is not present no business shall be 
transacted except to adjourn to a future time.  Except as may otherwise 
be provided in these Bylaws, in the Certificate of Incorporation or bylaw, 
the acts of the holders of a majority of the shares present in person or by 
proxy at any meeting at which a quorum is present shall be the acts of 
the shareholders.

ARTICLE  II
DIRECTORS

SECTION  1.	Term of Office

	Each director elected at an annual meeting of the shareholders shall hold 
office until his successor is elected and has qualified or until his earlier 
resignation or proper removal.

SECTION  2.	Powers

	The business of the Company shall be managed by the Board of Directors 
which shall have all powers conferred by law and these bylaws.  The 
Board of Directors shall elect, remove and suspend officers, determine 
their duties and compensations, and require security in such amounts as 
it may deem proper.

SECTION  3.	Meetings

	(a)	Regular Meetings.  Regular meetings shall be held at such times as 
the Board shall designate by resolution.  Notice of the regular 
meetings need not be given.

	(b)	Special Meetings.  Special meetings of the Board may be called at 
any time by the chief executive officer and shall be called by him 
upon the written request of one-third of the directors.  Written 
notice of the time, place and the general nature of the business to 
be transacted at each special meeting shall be given to each director 
at least three days before such meeting.

	(c)	Place.  Meetings of the Board of Directors shall be held at such 
place in or out of Delaware as the Board may designate or as may 
be designated in the notice calling the meeting.

SECTION  4.	Quorum

	A majority of all the directors in office (but not less than one-third of the 
number fixed by these bylaws) shall constitute a quorum for the 
transaction of business at any meeting.  The vote of the majority of the 
directors present at any meeting at which a quorum is present shall be 
the act of the Board of Directors.

SECTION  5.	Vacancies

	Vacancies in the Board of Directors shall be filled by vote of a majority of 
the remaining members of the Board though less than a quorum.  Such 
election shall be for the balance of the unexpected term or until a 
successor is duly elected by the shareholders and has qualified.

ARTICLE III
EXECUTIVE COMMITTEE

The Board of Directors by resolution of a majority of the number of directors 
fixed by these bylaws may designate three or more directors to constitute an
executive committee, which, to the extent provided in such resolution, shall 
have and may exercise all the authority of the Board of Directors except to 
amend the Company's bylaws.  If an executive committee is so designated, it 
will elect one of its members to be its chairman.

ARTICLE  IV
OFFICERS

SECTION  1.	Election

	At its first meeting after each annual meeting of the shareholders, the 
Board of Directors shall elect a President, Treasurer, and Secretary, and 
such other officers as it deems advisable.  Any two or more offices may be 
held by the same person except for the offices of President and Secretary.

SECTION  2.	Chairman and President

	(a)	If the Board in its discretion determines that there shall be a 
Chairman, he may be the chief executive officer of the Company 
and shall preside at all meetings of the Board and of the 
shareholders.  In such event the President shall be the chief 
operating officer, responsible to the Chairman, with such duties as 
the Board of Directors or the Chairman shall from time to time 
prescribe, and he shall exercise the powers and perform the duties 
of the Chairman during the Chairman's absence or inability to act.


	(b)	When the office of Chairman is not filled, or when the Chairman is 
not the chief executive officer, the President shall be the chief 
executive officer and the chief.

	(c)	In the event the President shall be the chief executive officer, the 
Board may designate an Executive Vice President or Senior Vice 
President as chief operating officer.  In the absence of such 
designation, the President shall also be the chief operating officer.

	(d)	Except as the Board of Directors may otherwise prescribe by 
resolution, the chief executive officer shall have general supervision 
over the business and operations of the Company and may perform 
any act and execute any instrument for the conduct of such 
business and operations.

SECTION  3.	Other Officers

	The duties of the other officers shall be those usually related to their 
offices, except as otherwise prescribed by resolution of the Board of 
Directors.

SECTION  4.	General

	(a)	In the absence of the Chairman and President, any officer 
designated by the Board shall exercise the powers and perform the 
duties of the chief executive officer or the chief operating officer or 
both.

	(b)	Except as otherwise determined by resolution of the Board of 
Directors, the Vice Chairman, President or any Executive Vice 
President or Senior Vice President may execute any instrument for 
the conduct of the Company's business and operations.

SECTION  5.	Agents

	The chief executive officer or any officer or employee authorized by him 
may appoint, remove or suspend agents or employees of the Company and 
may determine their duties and compensation.




ARTICLE  V
INDEMNIFICATION

SECTION  1.	Right to Indemnification

	The corporation shall indemnify any person who was or is a party or is 
threatened to be made a party to any threatened, pending or completed 
action, suit or proceeding, either civil, criminal, administrative or 
investigative, by reason of the fact that he is or was a director, officer or 
supervisor or manager of the corporation or a constituent corporation 
absorbed in a consolidation or merger, or while a director, officer or 
supervisor or manager of the corporation is or was serving at the request 
of the corporation or a constituent corporation absorbed in a consolidated 
or merger, as a director, officer or supervisor or manager of another 
corporation, partnership, joint venture, trust or other enterprise, against 
expenses (including attorneys' fees), judgments, fines and amounts paid 
in settlement actually and reasonably incurred by him in connection with 
such action, suit or proceeding, whether or not the indemnified liability 
arises or arose from any threatened, pending or completed action by or in 
the right of the corporation to the extent that such person is not otherwise 
indemnified and to the extent such indemnification is not prohibited by 
applicable law.

SECTION  2.	Advance of Expenses

	Expenses incurred by a director, officer or supervisor or manager of the 
corporation in defending a civil or criminal action, suit or proceeding, 
shall be paid by the corporation in advance of the final disposition of such 
action, suit or proceeding upon receipt of an undertaking by or on behalf 
of the director, officer or supervisor or manager to repay such amount if it 
shall ultimately be determined that he is not entitled to be indemnified by 
the corporation.

SECTION  3.	Procedure for Determining Permissibility

	The procedure for determining the permissibility of indemnification under 
the standards contained in this Article V (including the advance of 
expenses) shall be that set forth in Section 145(d) of the Delaware 
General Corporation Law, provided that, if there has been a change in 
control of the corporation between the time of the action or failure to act 
giving rise to the claim for indemnification and such claim, and at the 
option of the person seeking indemnification, the permissibility of 
indemnification shall be determined by independent legal counsel selected 
jointly by the corporation and the person seeking indemnification.   The 
reasonable expenses of any director, officer or supervisor or manager in 
prosecuting a successful claim for indemnification, and the fees and 
expenses of any special legal counsel engaged to determine permissibility 
of indemnification, shall be borne by the corporation.

SECTION  4.	Contractual Obligation

	The obligations of the corporation to indemnify a director, officer or 
supervisor or manager under this Article V, including the duty to advance 
expenses, shall be considered a contract between the corporation and such 
director, officer or supervisor or manager and no modification or repeal of 
any provision of this Article V shall affect, to the detriment of the director, 
officer or supervisor or manager, such obligations of the corporation in 
connection with a claim based on any act or failure to act occurring before 
such modification or repeal.

SECTION  5.	Indemnification Not Exclusive: Inuring of Benefit

	The indemnification and advance of expenses provided by this Article V 
shall not be deemed exclusive of any other right to which one indemnified 
may be entitled, both as to action in his official capacity and as to action 
in another capacity while holding such office, and shall inure to the 
benefit of the heirs, executors and administrators of any such person.

SECTION  6.	Insurance and Other Indemnification

	The Board of Directors shall have the power to (i) authorize the 
corporation to purchase and maintain, at the corporation's expense, 
insurance on behalf of the corporation and on behalf of others to the 
extent that power to do so has not been prohibited by applicable law, and 
(ii) give other indemnification to the extent permitted by law.

ARTICLE  VI
CERTIFICATES  OF  STOCK

SECTION  1.	Share Certificates

	Every shareholder of record shall be entitled to a share certificate 
representing the shares held by him.  Every share certificate may bear 
the corporate seal and the signature of the Chairman or President or a 
Vice President, and Secretary or Assistant Secretary, or the Treasurer or 
an Assistant Treasurer of the Company, or may bear a facsimile 
corporation seal, a facsimile signature of the Chairman or President, the 
signature of the Secretary or any Assistant Secretary, or Treasurer or an 
Assistant Treasurer of the Company and the signature of a transfer clerk.

SECTION  2.	Transfers

	Shares of stock of the Company shall be transferable on the books of the 
Company only by the registered holder or by duly authorized attorney.  A 
transfer shall be made only upon surrender of the share certificate.  The 
Board of Directors may fix a record date to determine the voting and 
other rights of shareholders to the extent permitted by law.

ARTICLE  VII
AMENDMENTS

These bylaws may be changed at any regular or special meeting of the Board of 
Directors by the vote of a majority of all the directors in office or at any 
annual or special meeting of shareholders by the vote of the holders of a 
majority of the outstanding stock entitled to vote.  Notice of any such 
meeting of the Board of Directors or of shareholders shall set forth 
the proposed change or a summary thereof.
WCCo. Bylaws
12/4/90
Page  7  of  7