EXHIBIT 3.3

                            CERTIFICATE OF AMENDMENT
                                       OF
             THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                           PEABODY ENERGY CORPORATION


It is hereby certified that:

                  1. The name of the corporation (hereinafter called the
"Corporation") is Peabody Energy Corporation.

                  2. Section (1) of Article numbered "Fourth" of the Third
Amended and Restated Certificate of Incorporation of the Corporation is amended
to read as follows:

                           Fourth: (1) The total number of shares of all classes
         of stock that the Corporation shall have the authority to issue is
         450,000,000 shares, consisting of 400,000,000 shares of Common Stock,
         par value $0.01 per share (the "Common Stock"), 10,000,000 shares of
         Preferred Stock, par value $0.01 per share (the "Preferred Stock") and
         40,000,000 shares of Series Common Stock, par value $0.01 per share
         ("Series Common Stock"). The number of authorized shares of any of the
         Preferred Stock, the Common Stock or the Series Common Stock may be
         increased or decreased (but not below the number of shares thereof then
         outstanding) by the affirmative vote of the holders of a majority in
         voting power of the stock of the Corporation entitled to vote thereon
         irrespective of the provisions of Section 242(b)(2) of the General
         Corporation Law of the State of Delaware (or any successor provision
         thereto), and no vote of the holders of any of the Preferred Stock, the
         Common Stock or the Series Common Stock voting separately as a class
         shall be required therefor.

                  3. The amendment of the Third Amended and Restated Certificate
of Incorporation herein certified has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

Signed on May 16, 2005


                                         /s/ JEFFERY L. KLINGER
                                        ---------------------------------------
                                        Name:  Jeffery L. Klinger
                                        Title:  Vice President, General Counsel
                                                  & Secretary