1

                                                                    Exhibit 3.39

                              ARTICLES OF AMENDMENT

                                       TO

                            ARTICLES OF INCORPORATION

                                       OF

                       ANKER-VIRGINIA MINING COMPANY, INC.


      The undersigned, pursuant to Chapter 9 of Title 13.1 of the Code of
Virginia, states as follows:

I.    The name of the corporation is Anker-Virginia Mining Company, Inc.

II.   The Articles of Incorporation of the corporation are hereby amended as
      follows:

      Article 1 of the Articles of Incorporation is hereby amended and restated
      in full as follows:

      1.    The name of the corporation is:

                       ANKER VIRGINIA MINING COMPANY, INC.

III.  The foregoing amendment does not provide for an exchange,
      reclassification, or cancellation of issued shares.

IV.   The foregoing amendment was adopted on the 25th day of July, 1997.

V.    The corporation has not issued any shares of its capital stock and has no
      board of directors. Accordingly, the foregoing amendment was adopted
      pursuant to Section 13.1-709 of the Code of Virginia by the sole
      incorporator of the corporation without shareholder action.

VI.   The undersigned incorporator declares that the facts herein stated are
      true as of July 25, 1997.


                                   ANKER-VIRGINIA MINING COMPANY, INC.
                                
                                
                                     By: /s/ B. Judd Hartman
                                         --------------------------------------
                                         B. Judd Hartman
                                         Incorporator
   2

                            ARTICLES OF INCORPORATION
                                       OF
                       ANKER-VIRGINIA MINING COMPANY, INC.


      The undersigned, pursuant to Chapter 9 of Title 13.1 of the Code of
Virginia, states as follows:

1.    The name of the corporation is:

                       ANKER-VIRGINIA MINING COMPANY, INC.

2.    The total number of shares the corporation is authorized to issue is one
      hundred (100) shares of common stock of the par value of ten dollars
      ($10.00) per share, which shall constitute a single class of shares.

3.    The address of the corporation's initial registered office is 5511 Staples
      Mill Road, Richmond, Virginia, 23228. The registered office is physically
      located in the County of Henrico.

4.    The name of the corporation's initial registered agent is Edward R.
      Parker, an individual who is a resident of Virginia and a member of the
      Virginia State Bar.


                                     By: /s/ B. Judd Hartman
                                         --------------------------------------
                                         B. Judd Hartman
                                         Incorporator