WESTMORELAND COAL CO
PREC14A, 1999-04-05
BITUMINOUS COAL & LIGNITE MINING
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                              PROXY STATEMENT
                           OF WESTMORELAND COAL

                     Securities and Exchange Commission
                          Washington D.C. 20549

                        SCHEDULE 14a INFORMATION
             Proxy Statement Pursuant to Sections 14(a) of the
                 Securities Exchange Act of 1934

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            (as permitted by Rule 14a-6(e)(2))
      [  ]  Definitive Proxy Statement
      [  ]  Definitive Materials
      [  ]  Soliciting Material Pursuant to Rule 14a-11(c) or 
Rule 14(a)-12

_________________________________________________________________
_

                       Westmoreland Coal Company

_________________________________________________________________
_

             (Name of Registrant as Specified in Its Charter)

              Westmoreland Committee To Enhance Share Value

_________________________________________________________________
_                
              (Name of Person(s) Filing Proxy Statement, 
               if other than the Registrant)

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- -----------------------------------------------------------------
- -

                   PLEASE VISIT OUR WEB SITE AT      
               http://www.freedomforshareholders.com

              WESTMORELAND COMMITTEE TO ENHANCE SHARE VALUE
                    IN OPPOSITION TO THE MANAGEMENT 
                     OF WESTMORELAND COAL COMPANY

PROXY STATEMENT

The enclosed proxy is solicited on behalf of the WESTMORELAND 
COMMITTEE TO ENHANCE SHARE VALUE  (The "Committee") for  use at 
the 1999 Special Meeting in lieu of an Annual Meeting of 
shareholders of Westmoreland Coal Company (the "Company") for 
the 
purpose of electing a new board of directors opposed to the 
present management of the Company. The Committee is a direct 
outgrowth of the experience of three of its members who served 
as 
members (one of whom served as co-chairman) of the Official 
Committee of Equity Security Holders (the "Equity Committee") 
while the Company was recently under the jurisdiction of 
the Federal Bankruptcy Court. Through that experience, they 
became 
convinced that the present board of directors and management of 
the Company have conducted the affairs of the Company in a 
manner 
which has led to the drastic reduction in the value of the 
Company's stock and that if they remain in office, future 
deterioration will occur.

One month out from a near-death experience for owners of 
Westmoreland Coal Company, Westmoreland management celebrated 
with 
a round of bonuses -- $2.6 million in cash and outright grants 
of 
95,000 shares of common stock and 95,000 options for additional 
shares.
 
Westmoreland management has dragged us through a protracted two-
year, high-risk tactical bankruptcy that nearly lost our 
company, 
incurred nearly $10 million in expenses, and plunged the value 
of 
our shares to record lows. Management has not purchased equity 
or 
invested in the future of our company. It has spent 30 percent 
of 
its tenure under the protection of courts. Its operational track-
record is poor. Its plans for our company are self-serving and 
risky.  

Westmoreland management is unabashedly asking that we who own 
the 
company affirm its brazen self-confidence and salaried future by 
rewarding it with votes and trust. 

     [IN PAPER MATERIAL, THE FOLLOWING TABLE OF THE COMPANY'S
              STOCK PRICES APPEARS IN GRAPHIC FORM]

The following chart of Common Stock prices demonstrates what 
present management has done to share values. (Information taken 
from Compuserve.)
<TABLE>
<CAPTION>
                     WESTMORELAND COAL COMPANY
                           
COM                                                  
Cusip: 96087810         Exchange: O         Ticker: 
WMCL                        

                                                                 
               
Month-End    Months       Months       Months    
Month-End                      
   Date      Volume      High/Ask     Low/Bid    
Close/Avg                      
- ---------  ----------   ----------  ----------  ----------
<S>          <C>         <C>         <C>         
<C>               
 3/29/91      363,800     20 1/4      18 1/2      19 1/4   
#                    

                                                                 
               
 4/30/91      550,200     20 1/2      17 1/2      19 1/2
 5/31/91      250,100     21 1/4      19 1/4      20 1/2
 6/28/91      140,400     20 3/4      18 1/2      19 1/2

                                                                 
 
 7/31/91      181,900     19 3/4      18 1/2      19 1/2
 8/30/91      262,700     22          18          20 3/4
 9/30/91      225,300     21 3/4      19 1/4      21
                                                                 
10/31/91      206,200     22 3/4      19          19 1/2
11/29/91      116,600     20 1/2      16 1/2      16 1/2
12/31/91      303,300     21          16 1/2      20 1/4
                                                               
 1/31/92      326,200     21 1/4      16 1/2      17
 2/28/92      202,300     18 1/2      15 1/2      16
 3/31/92      168,800     17 1/2      16          17 1/2
                                                            
 4/30/92      420,300     18 1/4      16 1/2      17 1/2
 5/29/92      164,000     17 1/2      15 3/4      16 1/2
 6/30/92      173,600     17          11 3/4      11 3/4
                                                                 
 7/31/92      449,200     13          11 1/8      12 5/8
 8/31/92      125,000     13          11 3/4      12
 9/30/92      174,200     13 1/8      11 7/8      12 1/4
                                                          
10/30/92      133,800     13          10 5/8      12 1/8
11/30/92      123,100     12 1/8      11 1/8      11 1/8
12/31/92      270,400     11 5/8      10 1/8      11 1/8
                                                    
 1/29/93      318,800     11 1/4       9 1/2      10
 2/26/93      336,200     10 3/8       8 1/8       9
 3/31/93      204,500     10 3/8       8 1/2       9 3/4
                                           
 4/30/93      175,200     10 1/2       9           9 1/8
 5/31/93      119,700     10           8 1/2       8 5/8   #
 6/30/93      845,900      9 1/8       5 3/4       6 1/4
                                                    
 7/30/93    1,123,900      7 3/4       5 5/8       5 7/8
 8/31/93      385,300      7 3/8       5 3/8       6 3/4
 9/30/93      415,100      7 1/8       5 3/4       6 1/8

                                                                 
  
10/29/93      582,600      7 1/4       5 5/8       6 3/4
11/30/93      592,700      7 3/8       6 1/4       6 1/2
12/31/93      949,800      6 1/2       5           5 1/4
                                                                
 1/31/94      777,500      5 1/2       4 1/4       5
 2/28/94      355,000      5 7/8       4 7/8       5 1/8
 3/31/94      325,500      5 3/8       4 5/8       4 3/4
                                                       
 4/29/94      240,000      5           4 3/8       4 1/2
 5/31/94      147,100      5           4 1/2       5
 6/30/94      148,700      5 1/4       4 5/8       5
                                                   
 7/29/94      554,400      6           4 3/8       5 3/4
 8/31/94      385,100      6 3/8       5           5 1/8
 9/30/94      137,200      5 1/2       4 5/8       4 15/16
                                                            
10/31/94      508,400      6 1/2       5           6 1/8
11/30/94      676,700      6 3/4       3 3/4       5 1/4
12/30/94      469,700      7 1/8       4 3/4       6 3/4
                                                                 
 1/31/95      107,900      6 3/4       5 3/4       6 1/2
 2/28/95      169,200      6 5/8       5 1/4       5 3/8
 3/31/95      186,600      5 5/8       4 1/2       4 3/4

 4/28/95      258,700      5 1/4       4 3/8       4 3/8
 5/31/95      204,300      5 3/8       4 3/8       4 3/4
 6/30/95       90,100      5           4 1/4       4 1/4

 7/31/95      221,600      4 1/2       3 1/8       4 1/8
 8/31/95      282,000      4 1/2       3 5/8       3 3/4
 9/29/95    1,034,600      4           2 1/2       3 5/8

10/31/95      365,200      3 3/4       3 1/8       3 1/2
11/30/95      241,200      3 5/8       2 1/2       2 1/2
12/29/95      510,900      3 1/4       2 1/2       2 5/8

 1/31/96      259,300      3 1/8       2 1/2       2 5/8
 2/29/96      236,500      3 3/8       2 5/8       3 1/4
 3/29/96      197,700      3 5/8       2 5/8       2 3/4

 4/30/96      132,600      3 1/4       2 5/8       2 7/8
 5/31/96      342,600      4 1/4       2 5/8       4
 6/28/96      136,000      4 1/4       3 1/8       3 1/2

 7/31/96       79,600      3 3/4       2 5/8       3
 8/30/96       66,200      3 1/4       2 3/4       3 1/4
 9/30/96       96,600      3 1/4       2 3/4       2 3/4

10/31/96      164,300      3 3/8       2 5/8       2 7/8
11/29/96      160,500      3           2 1/4       2 1/2
12/31/96      961,500      2 5/8         1/8         1/2

 1/31/97      600,000        1/2         1/2         1/2   #
 2/28/97            0      1 3/8         5/8         15/16
 3/31/97        1,000      1 1/4         17/32       37/64

 4/30/97            0        31/32       17/32       59/64
 5/30/97            0      1 3/16        3/4         7/8
 6/30/97            0      1 1/16        25/32     1

 7/31/97            0      1 1/4         15/16     1 3/32
 8/29/97            0      1 31/32     1           1 27/32
 9/30/97       38,100      2 5/16      1 11/16     2 7/32

10/31/97            0      2 9/16      1 3/4       1 7/8
11/28/97            0      2 1/16      1 1/8       1 11/32
12/31/97            0      1 1/2       1 1/16      1 5/16

 1/30/98            0      2 3/16      1 9/16      2 1/16
 2/27/98            0      2 1/8       1 1/4       1 15/32
 3/31/98            0      1 15/16     1 3/8       1 25/32

 4/30/98            0      2           1 1/2       1 27/32
 5/29/98            0      1 27/32     1 3/8       1 15/32
 6/30/98            0      1 9/16        1/8         27/64

 7/31/98            0      2 35/64       3/8       2 29/64
 8/31/98            0      2 3/4       1 5/8       1 11/16
 9/30/98            0      1 7/8       1 7/16      1 47/64

10/30/98            0      2 3/16      1 1/2       2 1/32
11/30/98            0      2 3/8       2           2 15/64
12/31/98            0      4 9/16      2 3/16      3 7/8

 1/29/99            0      4 9/16      3 13/16     4 1/2
 2/26/99            0      4 9/16      3 5/8       3 11/16
 3/24/99*           0      4 15/16     3 5/8       4 5/8

        * indicates a partial period

        # indicates 'last' is from an earlier date in the period
</TABLE>
Now is the time to end the reign of Westmoreland management.

The Westmoreland Committee to Enhance Share Value ("the 
Committee") believes that Westmoreland management has a track 
record of disregard for the best interests of its owners and 
neither the financial incentive nor operational ability 
necessary 
to reverse its pattern of causing losses for shareholders.  
Enough 
is enough. Let's move them out and move on.   

YOUR FELLOW SHAREHOLDERS ON THE COMMITTEE NEED YOUR VOTES TO 
ELECT 
OUR ALTERNATIVE SLATE OF DIRECTORS AND ENDORSE OUR PROPOSED 
APPROACH FOR RESTORING MARKET CONFIDENCE AND THE VALUE OF OUR 
COLLECTIVE SHARE EQUITY IN WESTMORELAND COAL COMPANY.  

The Committee's goal is to maximize value for common and 
preferred 
shareholders by restoring Westmoreland to its nearly 150-year 
prominence as a coal producing and marketing enterprise. We 
propose retaining independent energy experts to assess 
Westmoreland's assets to identify every possible opportunity for 
maximizing share value in current and projected market 
conditions. 

Already, we are building on the analysis produced by independent 
analysts Putnam, Hayes & Bartlett, Inc., who worked as financial 
advisors to your Equity Committee during Westmoreland's 
bankruptcy 
proceedings. We have also retained the expert advice of 
Bodington 
& Company -- a prominent management and financial consulting 
firm 
serving the electric power industry -- with a record of more 
than 
90 clients and 250 engagements.  

Our preliminary work makes one thing clear: now is the time to 
sell Westmoreland's Independent Power Projects (IPPs). As a 
first 
order of business, the Committee proposes using Bodington & 
Company to develop a strategy for obtaining maximum revenues 
possible for Westmoreland's remaining IPP assets and retaining 
an 
investment firm to sell the facilities by the end of 1999.    

The Committee's Plan

The following are the five principal elements of the Committee's 
plan:


*     Enhance shareholders' value through the sale of all IPPs. 
The Committee proposes selling Westmoreland's remaining IPPs by 
the end of 1999. Net proceeds after payment of a lump sum 
settlement to the combined UMWA Funds would be dispersed to 
common 
and preferred shareholders. Because of the previous success of 
the 
Equity Committee in working cooperatively with the UMWA Funds, 
the 
Committee believes it can reach an agreement for the 
unencumbered 
sale of the IPPs. Independent studies show that a fortuitous 
window of opportunity exists for selling Westmoreland's IPP 
assets. The current and temporary market environment of under-
capacity in the electricity sector has escalated IPP market 
valuations beyond anyone's wildest expectations.  
  

*     Enhance shareholders' value through expansion of surface 
mining operations. Based on the analysis and advice of our 
independent consultant, Putnam, Hayes & Bartlett, the Committee 
proposes substantially increasing production and marketing of 
Westmoreland's coal assets and negotiating lower rail 
transportation rates. There is tremendous growing demand for low 
sulfur coal abundantly available in the Powder River Basin. 
While 
management is only mining less than 7 million tons of coal, the 
Westmoreland mine near Hardin, Montana, has proven reserves in 
excess 600 million tons. An analysis prepared by RDI in 1994, 
for 
Westmoreland management projected a demand growth of 30 percent 
between 1995 and 2000 in the Northern Powder River Basin, with 
29 
percent growth projected during the same period for the Southern 
portion of the Basin. 


*     Enhance shareholders' value by closing executive 
headquarters. The Committee estimates that excessive corporate 
overhead costs could be reduced by several million dollars per 
year by reducing the number of Westmoreland's salaried 
executives 
in Colorado Springs, relinquishing the headquarters space, and 
managing the company through its subsidiaries. There are no 
Westmoreland operations in or near the resort area of Colorado 
Springs, CO.    


*     Enhance shareholders' value through possible resumption of 
Appalachian mining. If independent analysis proves the financial 
merits to be sound, the Committee proposes investigating the 
feasibility of restoring relations with the UMWA, badly damaged 
by 
management, and reaching a management-labor agreement to enable 
resumption of profitable coal mining operations on Westmoreland 
properties that currently lay fallow in the Eastern United 
States.


*     Enhance shareholders' value with a talented Board capable 
of 
implementing our plan. The Committee has recruited a proposed 
Board of Directors who have a wealth of individual and combined 
expertise in the operational skills and judgment necessary to 
rapidly maximize the value of Westmoreland's assets and 
shareholders' equity. As evidenced by their resumes, our team 
has 
a proven track record in turning around companies in crisis. 
Their 
skills and experience include asset valuation, mergers, 
acquisitions, consolidations, sales, marketing, management, and 
labor relations _ as well as extensive experience in the energy 
power sector.      

The Westmoreland Committee to Enhance Share Value 

The Committee is an outgrowth of the Official Committee of 
Equity 
Security Holders (the "Equity Committee") that was selected and 
appointed, June, 29, 1998, by the office of the United States 
Trustee in the Westmoreland bankruptcy case to protect the 
rights 
and interests of common and preferred shareholders. In 
accordance 
with the terms of the bankruptcy settlement contained in the 
Master Agreement, the Equity Committee was dissolved February 4, 
1999. 

As part of its slate of proposed directors, the Committee is 
nominating three Westmoreland shareholders who served on the 
Equity Committee: Frank Williams, who served as Co-Chair, Nelson 
Obus, and Bentley Offutt. These and all members of the Equity 
Committee served on behalf of shareholders' rights and interests 
without compensation during their 7-month tenure.  

During the course of bankruptcy proceedings, Westmoreland 
management proposed a reorganization plan giving the UMWA Health 
and Retirement Funds (the "Funds") an equity position in the 
company and reallocating the balance of the stock between 
existing 
common and preferred shareholders. The Funds  proposed a 
reorganization plan that would have transferred all the equity 
in 
a new corporation to the Funds. The Equity Committee filed a 
third 
alternative plan to convert the Chapter 11 proceedings to a 
Chapter 7 liquidation, which would have satisfied obligations to 
the Funds and creditors, with ample funds remaining for 
distribution to common and preferred shareholders. Management 
subsequently filed a motion to dismiss, resulting in the Master 
Agreement -- a negotiated three-party consensual settlement 
among 
management, the Funds, and the Equity Committee.   

Westmoreland Management's Plan 

When you hear about management's plan for the future of 
Westmoreland Coal Company, ask yourself two questions: (1) 
what's 
in it for them; and (2) what's in it for us, as owners. Then 
take 
a look at management's purchased-equity interests and their 
operational track record. 

According to shareholders, including members of the Committee, 
who 
have talked with Westmoreland management since the dismissal of 
the bankruptcy case, management views the future of our company 
as 
one involving growth through acquisition. They intend to get 
there 
the only way they can: by leveraging our IPPs. They need the 
income streams from our IPPs to pursue their risky and unsound 
strategies to diversify into areas where they have no 
operational 
experience. So, can we trust their judgment if they tell us that 
now is not the prudent time to sell our IPPs _ when the market 
resoundingly tells us otherwise?       

Westmoreland Management's Track Record

Management of our company has neither the performance track 
record 
nor the equity incentives necessary to accomplish the task of 
maximizing value for common and preferred shareholders. 


*     Earlier this year, senior management awarded itself $2.6 
million in cash bonuses and grants of 95,000 shares of common 
stock and 95,000 options for additional shares. The stock award 
violates the spirit, if not the letter, of the Master Agreement 
that resulted in the dismissal of the bankruptcy case; 
  

*     During the 7-year tenure of management, our share prices 
plummeted to record lows; 
  

*     During five years of its 7-year tenure, management made no 
dividend payments to preferred shareholders; 
  

*     Senior management has not purchased an equity stake in the 
future of our company;
  

*     The one acquisition launched by current management, in the 
extremely promising and profitable area of industrial gas 
turbines 
(the Corona acquisition), was a complete disaster _ a loss of 
several million dollars due to management's operational 
incompetence in assimilating the acquisition;  
  

*     The current management had nothing to do with acquiring 
our 
most profitable asset: the IPPs; 
  

*     Current management's 7-year tenure has been plagued by 
costly, acrimonious relations with unions;  
  

*     Thirty percent of the 7-year tenure of salaried management 
has been under the protection of bankruptcy courts:
  

*     Westmoreland's most recent bankruptcy, lasting a 
protracted 
two years, is the second bankruptcy spear-headed by management 
over their 7-year tenure;


*     The latest episode in bankruptcy cost us nearly $10 
million 
in litigation-related expenses;  


*     In a series of ill-chosen litigation tactics, designed to 
improve its position with regards to obligations owed to UMWA 
Funds, management nearly lost our company in its entirety to the 
UMWA;


*     At trial before the bankruptcy Court, management was not 
sufficiently competent to persuade the court to accept the 
testimony of its most important witness who would have spoken to 
the merits of managed care in maintaining quality of care for 
workers, while reducing our operational costs;


*     All would have been lost for us as shareholders, but for a 
timely decision in another case (Sunnyside) which fortuitously 
intervened as precedent in our case _ pure luck;   


*     As evidenced by its consensual agreement (Master 
Agreement) 
permitting the dismissal of its bankruptcy case, management 
gained 
nothing for shareholders. All of the provisions in the Agreement 
that favor shareholders _ the tender offer, no anti-shareholder 
rights actions, freeze on acquisitions, etc. _ were only agreed 
to
by management at the insistence of the Equity Committee.

Enough is Enough -- Vote for Change

The Election of Directors
About Your Vote

Holders of Common Stock have one vote for each share with 
respect 
to all matters to be considered at the Special Meeting, except 
that they will have no vote on the election of the two directors 
who are nominated to serve as representatives of the holders of 
the Preferred Stock (each such share of Preferred Stock being 
evidenced by four Depository Shares). Holders of Depository  
Shares have one vote for each Depository Share on all matters to 
be considered.

The Company's By-laws, filed as an Exhibit to the annual report 
for the Fiscal Year Ended December 31, 1998, on Form 10K/A, 
provide that there shall be six directors. However, due to the 
Company's failure to pay six quarterly dividend payments on 
Preferred Stock, two directors will be elected solely by the 
holders of Depository Shares, voting as a separate class. The 
remaining directors will be elected by both the Common Stock 
holders and Depository Shareholders, voting as a single class. 
If 
the Committee succeeds in electing its nominees, it intends that 
the directors will amend the By-laws to provide for seven, 
rather 
than six, directors. Consequently, it has nominated the seven 
persons named below.    

No shareholder is permitted to cumulate votes at the meeting or 
by 
proxy. Directors will be elected by an affirmative vote of a 
plurality of the shares present in person or by proxy and 
entitled 
to vote on the nominees. The two nominees for the Preferred 
Stock 
directorships who receive the most votes of the Depository 
Shareholders will be elected and the At-large nominees who 
receive 
the most votes of both the Common Stockholders and the 
Depository 
Shareholders combined will be elected.  

The Committee is presenting the nominees in the form of two 
proposals:  Proposal Number 1 is that the Committee's two 
Preferred Stock Nominees be elected as Directors to serve as 
representatives of the Preferred Stockholders; Proposal Number 2 
is that the five persons named below as At-large Nominees be 
elected to serve as the remaining Directors. 

If you own Depository Shares you will find enclosed a BLUE proxy
containing  means to vote FOR or WITHHOLD authority to vote for 
Proposals 1 and 2.  If you own only Common Stock, you will find 
a 
BLUE proxy containing means for you to vote FOR or withhold 
authority to vote for Proposal Number 2.  

THE COMMITTEE URGES YOU TO VOTE FOR THE PROPOSALS.

The Committee's Nominees

Information about the Committee's nominees follows.  Each nominee
has consented to being named as such.

As Preferred Stockholder Nominees

Guy O. Dove, III, age 61, is a Personal Investor, Washington, DC 
(since 1989). He also serves as Chairman of Pinnacle Oil Company 
(exploration and production of natural gas and oil), assets 
mainly 
in Oklahoma (since 1972). Previously, Mr. Dove was Partner and 
Chief Investment Officer, The Clarendon Group, London, England, 
where he was responsible for all facets of investment management 
of a $3 billion reinsurance group. Prior positions included: 
First 
Vice President, Schroder Capital Management, Inc., Washington, 
DC, 
and Bond Manager responsible for the National Fixed Income 
Department, having more than $100MM in funds under management; 
Vice President, Equitable Trust Company, Baltimore, MD, and 
Senior 
Bond Manager in the Pension Fund Department responsible for 
fixed 
income portfolios, managing more than $400 MM in funds; and 
Financial Consultant, Federal Energy Administration, Washington, 
DC. Projects with FEA included evaluating financial problems 
relating to the electric utility industry and the impact of 
financial markets of various policy options. Trinity College _ 
BA. 

William J. Sim, age 54, is Group Vice President _ Generation of 
Potomac Electric Power Company (Pepco), Washington DC (since 
1997). At Pepco, Mr. Sim has full profit and loss responsibility 
for all of  generation activities. In addition, he manages all 
aspects of the Generation Business Unit, including fuels 
procurement (coal, oil, and gas), operations and maintenance of 
generating plants, the Central Engineering and Maintenance 
Organization, the Business Planning, and the Power Marketing 
Business. Mr. Sim is leading the  divestiture team to sell 
6000MWs 
of power plants as part of an industry restructuring and 
stranded 
cost settlement. He developed the Power Marketing Group and 
developed risk management strategies that saved customers in 
excess of $30 million in 1998. Additional accomplishments have 
included: negotiated a multi-skilling agreement and reduction in 
force with Local 1900 IBEW; moved planned and unplanned 
maintenance from plants to a central organization, concentrating 
plant personnel on manufacturing electricity; and reduced fuel 
cost 10 to 20 percent at plants by modifying plants to burn 
different fuels and negotiating new agreements with railroads on 
delivery. Mr. Sim serves as a Member, Board of Directors, 
Williams 
Industries, Falls Church, VA. Previously, he was Group Vice 
President _ Power Supply and Delivery, Pepco (1994 to 1997), 
where 
he managed all aspects of generation, transmission, and 
distribution operations including: generating plants, overhead 
and 
underground systems, substations, the Consolidated Control 
Center, 
and the Environment Group. While there, he assisted in 
negotiating 
the merger of Pepco and BGE and developed synergies. In 
addition, 
he worked as Vice President _ Operations and Construction, Pepco 
(1991 to1994) where he managed operation, maintenance, and 
construction of Generating, Transmission, Distribution, and 
Substations facilities and the Consolidated Control Center. Mr. 
Sim also served previously as President and COO _ American 
Energy 
Division of Potomac Capital Investment Corporation, American 
Energy &American Recovery Corporation, a division of Potomac 
Capital Investment Corporation (PCI), the non-regulated 
subsidiary 
of Pepco. In that position, he managed operations involved in 
the 
ownership, design, construction, and operations of energy 
facilities, including: solar, hydro, waste-to-energy, co-
generation projects, and waste recycling. He also developed and 
implemented plans for Pepco to enter independent power 
businesses 
through PCI, including market analysis and staffing, and 
negotiated joint ventures with German, French, and Italian 
companies to obtain exclusive rights to technologies. Loyola 
College _ MBA. University of Glasgow, Scotland _ BSc, Civil 
Engineering. University of Michigan _ Public Utility Executive 
Program.  Mr. Sim owns 100 Depository Shares.

As At-Large Nominees

Robert F. Fowler, age 55, is the Managing Member of Robert 
Fowler 
& Associates, LLC (management consulting company, specializing 
in 
divestitures and mergers, serving as owner-representative), 
Atlanta, GA (since 1977). Currently, Mr. Fowler is serving as 
temporary CFO for the Boomershine Auto Group (a $250 million 
annual revenue, multi-dealership), with operations in Atlanta, 
GA, 
where he is winding down all facets of the corporation and 
selling 
off its assets. He is past Chairman of the Board of Signal Point 
Systems (a full service telecom contractor) and a past Member of 
the Board of EMCUS, Inc. (union industrial electrical contractor 
holding company). Previously, Mr. Fowler worked as Senior 
Consultant, FMI Corporation (management consulting company that 
is 
a leading advisor in corporate divestitures and mergers), 
Raleigh, 
NC, and Corporate Planner _ Holding Company, NationsBank, 
Charlotte, NC. His role with NationsBank included developing a 
five-year earnings forecasting model that became the foundation 
for the birth of NationsBank. Wharton _ MBA _ International 
Business and Finance. Virginia Military Institute _ BS _ Civil 
Engineering and Mathematics.  Mr. Fowler owns 100 shares of 
Common 
Stock.

Nelson Obus, age 52, is President of Wynnefield Capital, LLC (a 
private partnership with assets over $150 million, specializing 
in 
undervalued publicly-traded small companies), New York, NY 
(since 
1992). Mr. Obus served as a Member of the Westmoreland Official 
Committee of Equity Security Holders (June 1998 to February 
1999. 
Previously, he was Research Director for Schaffer Capital 
Management and earlier was with Lazard Freres Brothers, LLC 
(institutional equity sales) as Director of Research, 
Institutional Salesman, and Research Analyst (in succession). 
Prior to his positions on Wall Street, Mr. Obus worked for more 
than a  decade in natural resources management with the 
Massachusetts Audubon Society, the Appalachian Mountain Club, 
and 
the Department of Environmental Management of the Commonwealth 
of 
Massachusetts. New York University _ BA. Brandeis University _ 
MA, 
ABD _ political science.  

R. Bentley Offutt, age 60, is Founder and President of Offutt 
Securities, Inc., a  member of the NASD (institutional research 
brokerage firm which specializes in value investing and focuses 
its coverage on companies with a market capitalization between 
$60 
million to $1 billion), Baltimore, MD (since 1987). Previously, 
he 
was Director, Institutional Research and Marketing, Legg Mason. 
Mr. Offutt served as a Member of the Westmoreland Official 
Committee of Equity Security Holders (June 1998 to February 
1999). 
In addition, he is a Member of the Board, Williams Industries, 
Inc., Falls Church, VA (since 1994). Previously, he was Vice 
Chairman, Franklin Square Hospital, Maryland. George Washington 
University _ MBA. Lehigh University _ BA.       

Matthew S. Sakurada, age 47, is President of EmPower Resources, 
Inc. (management consulting and investment company), Sanford, NC 
(since 1996). Clients have included Westmoreland Energy, 
Westmoreland LG&E Partners, and Energy Power (London, England). 
For Westmoreland Energy, Mr. Sakurada was engaged in strategic 
planning; for Westmoreland LG&E, he represented the partnership 
in 
a successful suit against VA Power regarding payment of forced 
outage days. For Energy Power, Mr. Sakurada created a successful 
$1 billion proposal for British Petroleum refinery. Previously, 
he 
was President, Vice President and General Manager, and Vice 
President _ Project Development (in succession), Westmoreland 
Energy, Inc., Charlottesville, VA (1988 to 1996). There, he led 
corporate and project development and was responsible for site 
selection, fuel procurement, permitting, financing, 
construction, 
coal marketing, and operation of eight power-generating 
facilities 
owned in partnership with other leading companies. Prior to 
holding those positions, he was Manager of Material, Engineering 
and Human Resources, Engineering Manager, and Civil Engineer (in 
succession), Colorado Westmoreland, Inc., Paonia, CO. There, Mr. 
Sakurada was responsible for the material management, 
engineering, 
and human resources departments. In addition, he worked as 
Engineer --Structural Mechanics, Engineer _ Structural Division, 
and Structural Designer (in succession), Stone & Webster 
Engineering Corp., Boston, MA, and Denver, CO, where he 
engineered 
and designed coal-fired, hydro-electric, nuclear, and natural 
gas 
powered generation facilities. James Madison University _ MBA. 
University of Colorado at Denver _ Master of Engineering. 
Colorado 
State University _ BS _ Civil Engineering.  Mr. Sakurada owns 
110 
shares of Common Stock. 

Frank E. Williams, Jr., age 64, is Founder, Chairman, and CEO of 
Williams & Beasley Co. (steel erection), Dallas, TX  (since 
1996). 
He is also Chairman of Williams Enterprises of Georgia, Inc. 
(steel fabrication and erection of structural steel and 
miscellaneous iron _ not affiliated with previous company 
listed) 
and its five subsidiaries, Atlanta, GA (since 1967). He served 
as 
Co-Chairman of the Westmoreland Official Committee of Equity 
Security Holders (June 1998 to February 1999). Previously, he 
was 
President, CEO, and Chairman, of Williams Industries, Inc. 
(construction services), Falls Church, VA (1961 to 1995). 
Previously, he also served as a Director and Chairman of the 
Board, Capital Bank NA, Washington, DC. Georgia Institute of 
Technology _ Bachelor of Civil Engineering.  

The Westmoreland Committee to Enhance Share Value


The Committee is an outgrowth of the Official Committee of 
Equity 
Security Holders (the "Equity Committee") that was formed on 
June 
29, 1998, when the Office of the United States Trustee granted 
certain shareholders' request to appoint a committee to 
represent 
the interests of common and preferred shareholders.  Following 
the 
dismissal of the bankruptcy case, the Equity Committee was 
dissolved February 4, 1999. In early March 1999, three of the 
former members of the Equity Committee, Frank E. Williams, Jr., 
Nelson Obus, and R. Bentley Offutt joined with a fourth 
shareholder, Guy O. Dove III, to form the Westmoreland Committee 
to Enhance Share Value. More detailed information about each of 
these persons is set forth below.


1).....Frank E. Williams, Jr., 2789 Hartland Road, Falls Church, 
Virginia 22043.  His principal occupation is Chairman of the 
Board 
of Williams Enterprises of Georgia, whose principal business is 
steel construction and whose address is 1285 Hawthorne Ave., 
P.O. 
Box 756, Smyrna, Georgia 30081. Mr. Williams beneficially owns, 
directly and indirectly, 211,000 shares of Common Stock and 
38,000 
Depository Shares. Under Securities and Exchange Commission 
rules, 
the 38,000 Depository Shares are considered to constitute 
beneficial ownership of 64,893 shares of Common Stock into which 
they are convertible ("Equivalent Shares"), giving Mr. Williams 
a 
total beneficial ownership of 275,893 shares of Common Stock. 
Mr. 
Williams owns no shares of stock of record which he does not 
also  
beneficially own. Certain of the shares set forth as being 
beneficially owned by Mr. Williams are owned by his wife, 
father, 
a family charitable foundation, and a family trust. No 
associates 
of Mr. Williams, other than the members of the Committee and the 
family members, own any of the Company's securities. All of 
these 
shares have been purchased during the past two years as follows:
<TABLE>
Date                       Number of Shares      Type of  
Security
<S>                        <C>                    <C>
April 28, 1997               20,000                  Common
April 30, 1997                5,000                  Common
May 1, 1997                  10,000                  Common
February 19, 1998             5,000                  Common
April 2, 1998                12,000                  Common
April 28, 1998                5,000                  Common
April 29, 1998               16,000                  Common
June 12, 1998               135,000                  Common
July 27, 1998                 4,000                Depository
October 1, 1998              34,000                Depository

</TABLE>
On September 3, 1998, Mr. Williams sold 15,000 shares of Common 
Stock.

Mr. Williams has sold no shares in the past two years, but 
intends to tender his Depository Shares to the Company.
     

2)     R. Bentley Offutt, Offutt Securities, Inc., 11350 
McCormick 
Road, Executive Plaza III, Suite 901, Hunt Valley, Maryland 
21030. 
His principal occupation is President of Offutt Securities, 
Inc., 
a member firm of the National Association of Securities Dealers 
(NASD), acting primarily as an institutional research brokerage 
firm specializing in companies with market capitalization 
between 
$60 million to $1 billion. Mr. Offutt beneficially owns199,400 
shares of Common Stock and no Depository Shares. Of these, 
40,000 
shares were purchased on November 10, 1997; the remainder had 
been 
purchased more than two years ago. Of  thisCommon Stock, 149,400 
shares are  owned by his wife, with whom Mr. Offutt shares 
voting 
and dispositive power, and 50,000 shares are owned by Offutt 
securities. Mr. Offutt owns no Westmoreland securities of record 
which he does not also beneficially own. No associates of Mr. 
Offutt, other than the members of the Committee and his wife, 
own 
any of the Company's securities.  
  

3)     Nelson Obus, One Penn Plaza, Suite 4720, New York, New 
York 
10119. Mr. Obus' principal occupation is managing investments as 
President of Wynnefield Capital Management, LLC, of that 
address. 
Wynnefield Capital Management, LLC is a private limited 
liability 
company organized under the laws of New York. Mr. Obus is the 
indirect owner of  693,900 shares of Common Stock and 51,100 
Depository Shares, through the following entities:  Wynnefield 
Partners Small Cap Value L.P. I, a Delaware limited partnership 
("Partnership I") _ 229,947 shares of Common Stock and 20,400 
Depository Shares;  Wynnefield Partners Small Cap Value L.P., a 
Delaware limited partnership ("Partnership")-332,253 shares of 
Common Stock and 17,000 Depository Shares; Wynnefield Small Cap 
Offshore Fund Ltd., a partnership organized under the laws of 
the 
Cayman Islands ("Offshore Fund") _ 131,700 shares of Common 
Stock 
and 13,700 Depository Shares. Wynnefield Capital Management, LLC 
is the general partner of Partnership and Partnership I, and 
Wynnefield Capital, Inc., a Delaware corporation is the general 
partner of Offshore Fund.  Mr. Obus, Joshua H. Landes and Robert 
Melnick are the members of the Wynnefield Capital Management, 
LLC, 
and Messrs. Obus and Landes are the stockholders, directors and 
officers of Wynnefield Capital, Inc. All of these persons and 
entities share the address set forth above. Mr. Obus is not the 
record owner of any Westmoreland securities of which he is not 
also a beneficial owner. During the past two years, the 
partnerships have had the following transactions in Westmoreland 
securities:

Partnership I -  Purchased  17,345   Common on April 11, 1997
                 Purchased  64,500   Common on March 9, 1998
                 Purchased  20,400   Depository Shares on  
                                     September 2, 1998
                 Sold       19,000   Common on September 2, 1998

Partnership -    Purchased  32,655   Common on April 1, 1997 
                 Purchased  13,100   Depository Shares on 
                                     September 2, 1998
                 Purchased   3,900   Depository Shares on 
                                     September 3, 1998
                 Sold       15,000   Common on September 2, 1998

Offshore Fund-   Purchased 131,700   Common on April 11, 1997 
                 Purchased   4,700   Depository Shares on 
                                     June 1, 1998
                 Purchased   9,000   Depository Shares on 
                                     September 4, 1998 
                 Sold        8,300   Common on September 2, 1998

Mr. Obus intends to tender his Depository Shares to the Company.


4) Guy O. Dove, III, 10 Jay Street, Middleburg, Virginia 20118. 
Mr. Dove's occupation is Personal Investor and Chairman of the 
Board of Directors of Pinnacle Oil Company of the same address, 
with assets mainly in Oklahoma. Mr. Dove is the beneficial owner 
of 198,000 shares of Common Stock and 30,000 Depository Shares, 
giving Mr. Dove a total beneficial ownership of 242,154 
Equivalent 
Shares of Common Stock. He owns no Westmoreland securities of 
record which he does not beneficially own. 10,000 Depository 
Shares  set forth above are owned by his adult children, whom 
Mr. 
Dove advises as to voting and dispositive powers. 184,000 shares 
of Common Stock and 15,000 Depository Shares are owned directly 
by 
him, and 14,000 shares of Common Stock and 5,000 Depository 
Shares 
are owned by Pinnacle.  Neither Mr. Dove nor Pinnacle has sold 
any 
Westmoreland stock during the past two years.  Mr. Dove 
purchased 
35,000 shares of Common Stock on October 28, 1998, 3,000 on 
November 11, 1998, 1,000 on November 12, 1998, 40,000 on 
December 
21, 1998 and 5,000 on January 13, 1999.  On November 13, 1998, 
he 
purchased 2,000 Depository Shares.  Other than the associates 
set 
forth above, no associates of Mr. Dove own any Westmoreland 
securities.    


The Committee as a group directly and indirectly owns 1,302,800 
shares of Common Stock and 119,100 Depository Shares, or 
1,506,187 
Equivalent Shares of Common Stock. No member of the Committee or 
any of their associates has any arrangement or understanding 
with 
any person with respect to future employment with the Company 
nor 
with respect to any future transactions to which the Company or 
any of its affiliates will be a party, except, of course, as the 
members of the Committee itself intend to implement its plans as 
outlined in this proxy statement. Other than their entering into 
the Master Agreement, as members of the Equity Committee, no 
member of the Committee is, or was within the past year, a party 
to any contract, arrangements or understandings with any person 
with respect to any securities of the Company, including, but 
not 
limited to, joint ventures, loan or option arrangements, puts or 
calls, guarantees against loss or guarantees of profit, division 
of losses or profits, or the giving or withholding of proxies.

The Solicitation

This proxy statement is first being given or sent to 
shareholders 
on or about April __, 1999. Any shareholder who executes and 
delivers a proxy for use at the Special Meeting has the right to 
revoke it any time by filing with the Committee at 2789 Hartland 
Road, Falls Church, Virginia 22043, or with the Secretary of the 
Company at its principal offices, an instrument revoking it or a 
duly executed proxy bearing a later date, or by appearing in 
person and voting at the annual meeting. The principal executive 
offices of the Company are located at 2 North Cascade Avenue, 
14th 
Floor, Colorado Springs, Colorado 80903, and its phone number is 
(719) 442-2600.

The Company has set the time and date of the Special Meeting in 
lieu of the Annual Meeting as ____ , May 11, 1999.  The meeting 
will be held at _____________.  The record date for  the Common 
Stock is March 23, 1999, and for the Depository Shares the 
record 
date is April 12, 1999. Only shareholders of  record, as 
applicable, on those respective dates will  entitled to vote at 
the special meeting.

The Company's annual report on Form 10-K for the Fiscal Year 
Ended 
December 31, 1998, discloses that on February 1, 1999, there 
were 
6,965,328 shares of Common Stock and 2,300,000 Depository Shares 
outstanding.  The Company has, however, made a tender offer for 
1,052,631 Depository Shares, so it is likely that the number of 
outstanding Depository Shares will be significantly reduced by 
the 
record date.  

Solicitation Expenses

The Committee has retained D. F. King & Co., Inc. to assist in 
the 
solicitation of  proxies and for related services. The Committee 
has agreed to pay that organization a fee estimated at $25,000, 
and to reimburse it for reasonable out-of-pocket expenses. 
Approximately 20 persons will be used by D.F. King in its 
solicitation efforts. In addition to the use of mails, proxies 
may 
be solicited by the Committee and the director nominees by 
telephone, telegram, and personal solicitation, for which no 
additional compensation will be paid to those persons engaged in 
such solicitation. Banks, brokerage houses and other custodians, 
nominees and fiduciaries will be requested to forward 
solicitation  
material to the beneficial owners of the Common Stock and 
Preferred Stock that such institutions hold of record. The 
Committee will reimburse such institutions for their reasonable 
out-of-pocket expenses.

The expense of preparing and mailing this Proxy Statement and 
any 
other soliciting material and the total expenditures relating to 
the solicitation of proxies (including, without limitation, 
costs, 
if any, related to advertising, printing, fees of attorneys, 
financial advisors, solicitors, consultants, public relations, 
transportation, and litigation) will be borne by the Committee, 
with a portion of the money provided by the UMWA Health and 
Retirement Funds.

The Committee estimates that its total expenditures relating to 
the solicitation of proxies will be approximately $200,000. 
Total 
cash expenditures to-date relating to this solicitation have 
been 
approximately $10,000. It is the Committee's position that its 
actions with respect to the solicitation of proxies will enhance 
the value of the Company for the benefit of its stockholders. 
While the Committee presently intends to seek reimbursement from 
the Company for its reasonable expenses in connection with this 
solicitation, the Committee does not expect to submit such 
matter 
to a vote of security holders, unless required by law.

How to Contact Us

WE ARE RECRUITING YOUR SUPPORT. To offer your support or learn 
how 
you can help, please contact us: 

Frank Williams    (703) 641-4612   (703) 641-9082 (fax)
Nelson Obus       (212) 760-0134   (212) 760-0824 (fax) 
[email protected]
Bentley Offutt    (410) 584-9600   (410) 584-7044 (fax) 
[email protected]
Guy Dove          (540) 687-6351   (540) 687-6714 (fax)
Robert Fowler     (770) 618-7284   (770) 618-7142 (fax)
Matthew Sakurada  (919) 776-9985   (919) 776-9985 (fax) 
[email protected]
William Sim       (202) 872-2211   (202) 331-6181 (fax) 
[email protected]

FOR ADDITIONAL INFORMATION, PLEASE VISIT OUR WEBSITE AT : FOR 
ADDITIONAL INFORMATION, PLEASE VISIT OUR WEBSITE AT : 
http://www.freedomforshareholders.com  

The website will publish the Bodington & Company analysis for 
obtaining maximum revenues possible from the sale of 
Westmoreland's IPPs. In addition, the website will include our 
SEC 
Schedule 13D and proxy filings, concerned shareholders' letters, 
and indications of further support for our cause to remove 
Westmoreland management. 

JOIN US.    

About Your Vote

Carefully review this proxy statement. YOUR PROXY IS IMPORTANT. 

IF YOU ARE UNABLE TO ATTEND THE SPECIAL MEETING, YOUR PROXY IS 
THE 
ONLY MEANS AVAILABLE FOR YOU TO VOTE. No matter how many or how 
few shares you own, please vote FOR the Committee's nominees for 
director by promptly signing, marking, and dating the enclosed 
BLUE proxy. 

If you own shares of the Company, but your stock certificate is 
held for you by a brokerage firm, bank, or other institution, it 
is very likely that the stock certificate is actually in the 
name 
of such institution. If so, only that institution can execute a 
BLUE proxy and vote your shares of stock. The institution 
holding 
your shares for you is required to forward proxy materials to 
you 
and solicit your instructions with respect to the granting of 
proxies. 

IT CANNOT VOTE YOUR SHARES UNLESS IT RECEIVES YOUR SPECIFIC 
INSTRUCTIONS.



Appendix _ Preliminary Form of Proxy for Depository Shares
(A Blue Card)

- -----------------------------------------------------------------
- -
                        NON-MANAGEMENT PROXY
        SOLICITED BY THE COMMITTEE TO ENHANCE SHARE VALUE
                   WESTMORELAND COAL COMPANY

                        DEPOSITORY SHARES

                  SPECIAL MEETING IN LIEU OF 
                ANNUAL MEETING OF SHAREHOLDERS
                            MAY 11, 1999

The undersigned hereby appoints Frank E. Williams, Jr., Nelson 
Obus and Bentley Offutt (the "Proxy Committee"), and each of 
them, 
with the power of substitution, proxies for the undersigned and 
authorizes them to represent and vote all of the shares of stock 
of the Company which the undersigned may be entitled to vote at 
the Special Meeting of Shareholders to be held on May 11, 1999 
(the "Meeting"), and at any adjournment thereof, as indicated on 
the reverse side of this card with respect to Proposals 1 and 2 
and with discretionary authority as to any other matters that 
may 
properly come before the Meeting, in accordance with and as 
described in the Proxy Statement for the Meeting.

PROXIES WILL BE VOTED AS DIRECTED.  IF NO DIRECTION IS GIVEN, 
THIS 
PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2, AND ON ANY OTHER 
MATTERS WHICH MAY COME BEFORE THE MEETING AT THE DISCRETION OF 
THE 
PROXY COMMITTEE.

IMPORTANT: TO BE SIGNED AND DATED ON THE REVERSE SIDE

- -----------------------------------------------------------------
- -
(Reverse of Proxy) Please check appropriate box

Proposal 1. AUTHORITY TO VOTE FOR [ ]     WITHHOLD AUTHORITY TO 
VOTE FOR  [ ]

Westmoreland Committee to Enhance Share Value Nominees as 
Preferred Stock (Depository Share) Directors   
Guy O. Dove, III     William J. Sim 

If you wish to withhold authority to vote for one of the above, 
you may do so by circling his name.


PROPOSAL 2. AUTHORITY TO VOTE FOR [ ]     WITHHOLD AUTHORITY TO 
VOTE FOR  [ ]

Westmoreland Committee to Enhance Share Value Nominees as 
At-large 
Directors  

Frank E. Williams, Jr.    Nelson Obus      R. Bentley Offutt 
Matthew S.Sakurada            Robert A. Fowler 


If you wish to withhold authority to vote for one of the above, 
you may do so by circling his name.


Signature(s) _______________________________ Date _______________

Signature(s) _______________________________ Date _______________

PLEASE SIGN THIS PROXY EXACTLY AS NAME(S) APPEAR ABOVE.

Preliminary Form of Proxy for Common Stock
(A Blue Card)

- -----------------------------------------------------------------
- -

- -----------------------------------------------------------------
- -
                        NON-MANAGEMENT PROXY
        SOLICITED BY THE COMMITTEE TO ENHANCE SHARE VALUE
                   WESTMORELAND COAL COMPANY

                        DEPOSITORY SHARES

                  SPECIAL MEETING IN LIEU OF 
                ANNUAL MEETING OF SHAREHOLDERS
                            MAY 11, 1999

The undersigned hereby appoints Frank E. Williams, Jr., Nelson 
Obus and Bentley Offutt (the "Proxy Committee"), and each of 
them, 
with the power of substitution, proxies for the undersigned and 
authorizes them to represent and vote all of the shares of stock 
of the Company which the undersigned may be entitled to vote at 
the Special Meeting of Shareholders to be held on May 11, 1999 
(the "Meeting"), and at any adjournment thereof, as indicated on 
the reverse side of this card with respect to Proposal 2 and 
with 
discretionary authority as to any other matters that may 
properly 
come before the Meeting, in accordance with and as described in 
the Proxy Statement for the Meeting.

PROXIES WILL BE VOTED AS DIRECTED.  IF NO DIRECTION IS GIVEN, 
THIS 
PROXY WILL BE VOTED FOR PROPOSAL 2, AND ON ANY OTHER MATTERS 
WHICH 
MAY COME BEFORE THE MEETING AT THE DISCRETION OF THE PROXY 
COMMITTEE.

IMPORTANT: TO BE SIGNED AND DATED ON THE REVERSE SIDE

- -----------------------------------------------------------------
- -
(Reverse of Proxy) Please check appropriate box

PROPOSAL 2. AUTHORITY TO VOTE FOR [ ]     WITHHOLD AUTHORITY TO 
VOTE FOR  [ ]

Westmoreland Committee to Enhance Share Value Nominees as 
At-large 
Directors  Frank E. Williams, Jr.             Nelson Obus  
R. Bentley Offutt      Matthew S.Sakurada      Robert A. Fowler 


If you wish to withhold authority to vote for one of the above, 
you may do so by circling his name.


Signature(s) _______________________________ Date _______________

Signature(s) _______________________________ Date _______________

PLEASE SIGN THIS PROXY EXACTLY AS NAME(S) APPEAR ABOVE.




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