Exhibit 3.64(a)


                         CERTIFICATE OF INCORPORATION
                                      OF
               WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC.
                                   * * * * *

     1.   The name of the corporation is West Virginia-Indiana Coal Holding
Company, 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 us
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation of Delaware.

     4.   The total number of shares of stock which the corporation shall have
authority to issue is One Thousand (1,000) and the par value of each of such
shares is Zero Dollars and One Cent ($0.01) amounting in the aggregate to Ten
Dollars and No Cents ($10.00).

     5.   The board of directors is authorized to make, alter or repeal the by-
laws of the corporation.  Election of directors need not be by written ballot.

     6.   The name and mailing address of the sole incorporator is:

                         M.A. Brzoska
                         Corporation Trust Center
                         1209 Orange Street
                         Wilmington, Delaware 19801
 
     7.   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.

     8.   The corporation shall indemnify its officers, directors, employees and
agents to the extent permitted by the General Corporation Law of Delaware.

     I, THE UNDERSIGNED, being the incorporator 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 my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 5/th/ day of June, 1998.

 
                                              /s/ M. A. Brzoska
                                              ----------------
                                              Sole Incorporator
                                              M.A. Brzoska

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