As filed with the Securities and Exchange Commission on March 12, 2001

                                             Registration Statement No. 333-____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                            WESTMORELAND COAL COMPANY
             (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                      23-1128670
(State or Other Jurisdiction of          (I.R.S. Employer Identification Number)
Incorporation or Organization)


                       2 North Cascade Avenue, 14th Floor
                        Colorado Springs, Colorado 80903
                    (Address of Principal Executive Offices)


         1991 NON-QUALIFIED STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                       1995 LONG-TERM INCENTIVE STOCK PLAN
                      1996 DIRECTORS' STOCK INCENTIVE PLAN
                       2000 LONG-TERM INCENTIVE STOCK PLAN
                2000 NONEMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN
                         2001 DIRECTOR COMPENSATION PLAN
                            (Full Title of the Plan)

                       ----------------------------------
                                 Paul W. Durham
                            Assistant General Counsel
                            Westmoreland Coal Company
                       2 North Cascade Avenue, 14th Floor
                        Colorado Springs, Colorado 80903

                     (Name and Address of Agent for Service)

                                 (719) 442-2600
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
============================= ======================= ========================= ========================= ==================
 Title Of Securities To Be         Amount To Be           Proposed Maximum          Proposed Maximum          Amount Of
         Registered                 Registered        Offering Price Per Share  Aggregate Offering Price  Registration Fee
----------------------------- ----------------------- ------------------------- ------------------------- ------------------
<CAPTION>
<S>                            <C>                        <C>                         <C>                     <C>
Common Stock, $2.50 par
value per share (including     1,616,000 shares(1)        $3.64 and $12.04 (2)        $9,588,320 (2)          $2,398
the associated Preferred
Stock purchase rights)
============================= ======================= ========================= ========================= ==================
</TABLE>
(1) Consists of (i) 61,500 shares  issuable under the 1991  Non-Qualified  Stock
Option Plan for Non-Employee  Directors,  (ii) 278,000 shares issuable under the
1995 Long-Term  Incentive  Stock Plan,  (iii) 350,000 shares  issuable under the
1996  Directors'  Stock  Incentive  Plan, (iv) 350,000 shares issuable under the
2000 Long-Term Incentive Stock Plan, (v) 350, 000 shares issuable under the 2000
Nonemployee  Directors'  Stock  incentive Plan, and (vi) 150,000 shares issuable
under the 2001 Director Compensation Plan.

(2) Estimated  solely for the purpose of  calculating  the  registration  fee in
accordance with Rule 457(h) of the Securities Act of 1933, as amended. The price
per share and aggregate offering price are calculated on the basis of (a) $3.64,
the  weighted  average  exercise  price  of  the  1,174,800  shares  subject  to
outstanding stock option grants under the above named Plans at prices from $2.63
to $20.00,  and (b)  $12.04,  the average of the high and low sale prices of the
Registrant's  Common Stock on the American Stock Exchange on March 5, 2001, with
respect to the 441,200  shares of common  stock being  registered  which are not
subject  to  outstanding  options  in  accordance  with  rule  457(c)  under the
Securities Act of 1933, as amended.

<PAGE II-1>
                                     PART I.
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The  information  required by Part I  is included in documents  sent or
given to participants in the  Registrant's (i) 1991  Non-Qualified  Stock Option
Plan for Non-Employee Directors, (ii) 1995 Long-Term Incentive Stock Plan, (iii)
1996 Directors' Stock Incentive Plan, (iv) 2000 Long-Term  Incentive Stock Plan,
(v) 2000  Nonemployee  Directors'  Stock  Incentive Plan, and (vi) 2001 Director
Compensation  Plan pursuant to Rule  428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act").

                                    PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The   Registrant  is  subject  to  the   informational   and  reporting
requirements of Sections  13(a), 14 and 15(d) of the Securities  Exchange Act of
1934,  as amended  (the  "Exchange  Act"),  and in  accordance  therewith  files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission").  The following documents,  which are on file with
the Commission, are incorporated in this Registration Statement by reference:

          1. The  Registrant's  latest annual  report filed  pursuant to Section
     13(a) or 15(d) of the Exchange Act, or the latest prospectus filed pursuant
     to Rule 424(b) of the Securities  Act, that contained  audited  information
     financial statements for the Registrant's latest fiscal year for which such
     statements have been filed.

          2. All other reports  filed  pursuant to Section 13(a) or 15(d) of the
     Exchange  Act since the end of the  fiscal  year  covered  by the  document
     referred to in (1) above.

          3. The  description of the common stock of the  Registrant,  $2.50 par
     value  per  share  (the  "Common  Stock"),  contained  in the  Registration
     Statement on Form 8-A filed by the Registrant  with the Commission on March
     12, 1999.

         All documents subsequently filed by the registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby  have been sold or which  deregisters  all  shares of Common  Stock  then
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be part  hereof  from the date of the filing of such  documents.  Any  statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Registration Statement to the extent that a statement contained herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference  herein  modifies or supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         The validity of the shares of Common Stock being offered hereby will be
passed upon by Paul W. Durham,  Assistant  General Counsel of Westmoreland  Coal
Company.  As of this date,  Mr.  Durham  beneficially  owns  options to purchase
shares of Common Stock.

<PAGE II-2>
Item 6.  Indemnification of Directors and Officers

         The  Registrant's  Restated  Certificate  of  Incorporation  limits the
liability  of directors to the extent  permitted by Delaware  law.  Delaware law
provides  that a  corporation's  certificate  of  incorporation  may  contain  a
provision  eliminating  or limiting  the  personal  liability  of a director for
monetary damages for breach of their fiduciary  duties as directors,  except for
liability (i) for any breach of their 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)  for  unlawful
payments of dividends or unlawful  stock  repurchases or redemptions as provided
in Section 174 of the General Corporation Law of the State of Delaware,  or (iv)
for any  transaction  from  which the  director  derived  an  improper  personal
benefit.

         The Registrant's  Bylaws provide that it shall indemnify its directors,
officers, supervisors and managers to the fullest extent permitted by law.

         The Registrant has entered into agreements to indemnify  certain of its
directors  and officers in addition to the  indemnification  provided for in its
Bylaws.  These  agreements,  among other things,  indemnify  those directors and
officers for certain expenses including  attorney's fees,  judgments,  fines and
settlement  amounts  incurred  by any such  person in any action or  proceeding,
including any action by or in the right of the  Registrant,  arising out of such
person's  services as a director or officer of us, any  subsidiary  of us or any
other  company  or  enterprise  to which the  person  provides  services  at the
Registrant's request.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         The Exhibit Index  immediately  preceding the exhibits is  incorporated
herein by reference.

Item 9.  Undertakings

          The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement; and

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  Registration
          Statement  or  any  material   change  to  such   information  in  the
          Registration Statement;

     provided,  however,  that  paragraphs  (i)  and  (ii) do not  apply  if the
     information required to be included in a post-effective  amendment by those
     paragraphs is contained in periodic  reports filed with or furnished to the
     Commission  by the  Registrant  pursuant  to  Section  13 or  15(d)  of the
     Exchange  Act  that  are  incorporated  by  reference  in the  Registration
     Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act, each such post-effective amendment shall be deemed to be 7a
     new registration  statement relating to the securities offered therein, and
     the  offering  of such  securities  at that time  shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     2 That, for purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act (and, where  applicable,  each filing of an employee benefit
plan's  annual  report  pursuant to Section  15(d) of the Exchange  Act) that is
incorporated by reference in the Registration  Statement shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     3 Insofar as indemnification  for liabilities  arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

<PAGE II-3>
                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Colorado Springs, State of Colorado on this 12th day
of March, 2001.

                                          WESTMORELAND COAL COMPANY

                                          By: /s/ Robert J. Jaeger
                                              -----------------------
                                                  Robert J. Jaeger
                                                  Senior Vice President-Finance
                                                  and Treasurer

                                POWER OF ATTORNEY

         We,  the  undersigned  officers  and  directors  of  Westmoreland  Coal
Company, hereby severally constitute Robert J. Jaeger and Laurel B. Placido, and
each of them singly,  our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below,  the  Registration  Statement on Form S-8 filed  herewith and any and all
subsequent  amendments to said Registration  Statement,  and generally to do all
such things in our names and behalf in our  capacities as officers and directors
to enable  Westmoreland  Coal  Company to comply  with all  requirements  of the
Securities  and  Exchange  Commission,   hereby  ratifying  and  confirming  our
signatures  as they may be signed  by said  attorneys,  or any of them,  to said
Registration Statement and any and all amendments thereto.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated.


       Signature                       Title                           Date
       ---------                       -----                           ----

/s/ Christopher K. Seglem      Chairman of the Board,             March 12, 2001
-------------------------      President and Chief
    Christopher K. Seglem      Executive Officer
                               (Principal Executive Officer)

/s/ Robert J. Jaeger           Senior Vice President-Finance      March 12, 2001
-----------------------        and Treasurer
    Robert J. Jaeger           (Principal Financial Officer)

/s/ Laurel B. Placido          Controller                         March 12, 2001
-----------------------
    Laurel B. Placido

/s/ Michael Armstrong          Director                           March 12, 2001
-----------------------
    Michael Armstrong

/s/ Thomas J. Coffey           Director                           March 12, 2001
-----------------------
    Thomas J. Coffey

/s/ Pemberton Hutchinson       Director                           March 12, 2001
------------------------
    Pemberton Hutchinson

/s/ Robert E. Killen           Director                           March 12, 2001
-----------------------
    Robert E. Killen

/s/ William R. Klaus           Director                           March 12, 2001
-----------------------
    William R. Klaus

/s/ Thomas W. Ostrander        Director                           March 12, 2001
-----------------------
    Thomas W. Ostrander

/s/ James W. Sight             Director                           March 12, 2001
-----------------------
    James W. Sight

/s/ William M. Stern           Director                           March 12, 2001
-----------------------
    William M. Stern

<PAGE II-6>
                                  EXHIBIT INDEX


Exhibit         Description
Number

3.1(1)         Restated Certificate of Incorporation of the Registrant.

3.2 (2)        Bylaws of the Registrant.

4.1 (3)        Specimen certificate for shares of the Registrant's common stock.

4.2 (4)        Rights Agreement, dated as of January 28, 1993, between
               Westmoreland Coal Company and the First Chicago trust Company of
               New York.

5.1            Opinion of Assistant General Counsel of the Registrant.

23.1 (5)       Consent of Assistant General Counsel of the Registrant.

23.2           Consent of KPMG LLP.

24.1 (6)       Power of Attorney.


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

1.   Incorporated  herein by reference to the Registrant's Annual Report on Form
     10-K for the fiscal year ended December 31, 1994.

2.   Incorporated herein by reference to the Registrant's Current Report on Form
     8-K dated June 21, 1999.

3.   Incorporated  herein  by  reference  to  Exhibit  4(c) to the  Registrant's
     Registration  Statement  on  Form  S-2,  Registration  No.  33-1950,  filed
     December 4, 1985, which Exhibit is incorporated herein by reference.

4.   Incorporated herein by reference to Exhibit 4 to the  Registrant's Form 8-K
     filed Febraury 1, 1993.

5.   Included in Exhibit 5.1 to this Registration Statement.

6.   Contained on the signature page to this Registration Statement.

<PAGE II-7>
                                                                     EXHIBIT 5.1

                         [LETTERHEAD OF PAUL W. DURHAM]

                                 March 12, 2001


Westmoreland Coal Company
2 North Cascade Avenue, 14th Floor
Colorado Springs, Colorado  80903

      Re:     Registration Statement on Form S-8

Ladies and Gentlemen:

         I am  Assistant  General  Counsel and  Secretary of  Westmoreland  Coal
Company, a Delaware Corporation (the "Company") and an attorney duly admitted to
practice in the State of Colorado.  I am familiar with a Registration  Statement
on Form S-8 (the  "Registration  Statement") to be filed with the Securities and
Exchange  Commission  (the  "Commission")  under the  Securities Act of 1933, as
amended (the "Securities Act"),  relating to an aggregate of 1,539,500 shares of
common stock, $2.50 par value per share (the "Shares"),  of the Company,  issued
under the Company's (i) 1991  Non-Qualified  Stock Option Plan For  Non-Employee
Directors, (ii) 1995 Long-Term Incentive Stock Plan, (iii) 1996 Directors' Stock
Incentive  Plan, and 2000 Long-Term  Incentive  Stock Plan, (v) 200  Nonemployee
Directors'  Stock  Incentive  Plan,  and (vi) 2001 Director  Compensation  Plan.
(together, the "Plans").

         I, together with  competent  members of my legal staff working under my
direct  supervision and control,  have examined the certificate of incorporation
and  by-laws  of  the  Company,  and  originals,   or  copies  certified  to  my
satisfaction,  of all  pertinent  records of the meetings of the  directors  and
stockholders of the Company, the Registration Statement and such other documents
relating  to the  Company as I have  deemed  material  for the  purposes of this
opinion.

         In  examination  of  the  foregoing  documents,   I  have  assumed  the
genuineness of all signatures and the authenticity of all documents submitted to
me as originals, the conformity to original documents of all documents submitted
to me as  certified,  photostatic  or  other  copies,  the  authenticity  of the
originals of such latter  documents and the legal  competence of all signatories
to such documents.

         I express no opinion herein as to the laws of any state or jurisdiction
other than the statutory  provisions of the General Corporation Law of the State
of Delaware and the federal laws of the United States of America.

         Based upon and subject to the  foregoing,  I am of the opinion that the
Shares have been duly  authorized  for issuance  and, when the Shares are issued
and paid for in  accordance  with the terms and  provisions  of the  Plans,  the
Shares will be validly issued, fully paid and nonassessable.

         It is  understood  that this  opinion is to be used only in  connection
with the offer and sale of the Shares  while the  Registration  Statement  is in
effect.

         Please  note that I am opining  only as to the  matters  expressly  set
forth herein, and no opinion should be inferred as to any other matters.

<PAGE II-8>
         I hereby  consent to the filing of this opinion with the  Commission as
an exhibit to the Registration  Statement in accordance with the requirements of
Item  601(b)(5)  of  Regulation  S-K under the  Securities  Act.  In giving such
consent,  I do not hereby  admit  that I am in the  category  of  persons  whose
consent  is  required  under  Section 7 of the  Securities  Act or the rules and
regulations of the Commission.



                                                 Very truly yours,

                                                 /s/ Paul W. Durham
                                                 -----------------------
                                                     Paul W. Durham
                                                     Assistant General Counsel
                                                     and Secretary

<PAGE II-9>
                                                                    EXHIBIT 23.2

                         Consent of Independent Auditors

The Board of Directors of
Westmoreland Coal Company:

We consent to incorporation  by reference in the registration  statement on Form
S-8 of Westmoreland Coal Company of our report dated March 3, 2000,  relating to
the consolidated balance sheets of Westmoreland Coal Company and subsidiaries as
of  December  31,  1999 and 1998,  and the related  consolidated  statements  of
operations,  shareholders'  equity  and cash  flows for each of the years in the
three-year  period ended December 31, 1999, which report appears in the December
31, 1999 annual report on Form 10-K of Westmoreland Coal Company.



                                    KPMG LLP

Denver, Colorado
March 12, 2001.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 23579}]
{"company-data": {"conformed-name": "WESTMORELAND COAL CO", "cik": "0000106455", "assigned-sic": "1220", "irs-number": "231128670", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56904", "film-number": "1566600"}, "business-address": {"street1": "2 NORTH CASCADE AVENUE 14TH FLOOR", "street2": "200 S BROAD ST", "city": "COLORADO SPRINGE", "state": "CO", "zip": "80903", "phone": "7194422600"}, "mail-address": {"street1": "2 N CASCADE AVE", "street2": "# 14THFL", "city": "COLORADO SPRINGS", "state": "CO", "zip": "80903-1614"}}
As filed with the Securities and Exchange Commission on March 12, 2001

                                             Registration Statement No. 333-____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                            WESTMORELAND COAL COMPANY
             (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                      23-1128670
(State or Other Jurisdiction of          (I.R.S. Employer Identification Number)
Incorporation or Organization)

                       2 North Cascade Avenue, 14th Floor
                        Colorado Springs, Colorado 80903
                    (Address of Principal Executive Offices)

         1991 NON-QUALIFIED STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                       1995 LONG-TERM INCENTIVE STOCK PLAN
                      1996 DIRECTORS' STOCK INCENTIVE PLAN
                       2000 LONG-TERM INCENTIVE STOCK PLAN
                2000 NONEMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN
                         2001 DIRECTOR COMPENSATION PLAN
                            (Full Title of the Plan)

                       ----------------------------------
                                 Paul W. Durham
                            Assistant General Counsel
                            Westmoreland Coal Company
                       2 North Cascade Avenue, 14th Floor
                        Colorado Springs, Colorado 80903

                     (Name and Address of Agent for Service)

                                 (719) 442-2600
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

============================= ======================= ========================= ========================= ==================
 Title Of Securities To Be         Amount To Be           Proposed Maximum          Proposed Maximum          Amount Of
         Registered                 Registered        Offering Price Per Share  Aggregate Offering Price  Registration Fee
----------------------------- ----------------------- ------------------------- ------------------------- ------------------
Common Stock, $2.50 par
value per share (including     1,616,000 shares(1)        $3.64 and $12.04 (2)        $9,588,320 (2)          $2,398
the associated Preferred
Stock purchase rights)
============================= ======================= ========================= ========================= ==================
(1) Consists of (i) 61,500 shares  issuable under the 1991  Non-Qualified  Stock
Option Plan for Non-Employee  Directors,  (ii) 278,000 shares issuable under the
1995 Long-Term  Incentive  Stock Plan,  (iii) 350,000 shares  issuable under the
1996  Directors'  Stock  Incentive  Plan, (iv) 350,000 shares issuable under the
2000 Long-Term Incentive Stock Plan, (v) 350, 000 shares issuable under the 2000
Nonemployee  Directors'  Stock  incentive Plan, and (vi) 150,000 shares issuable
under the 2001 Director Compensation Plan.

(2) Estimated  solely for the purpose of  calculating  the  registration  fee in
accordance with Rule 457(h) of the Securities Act of 1933, as amended. The price
per share and aggregate offering price are calculated on the basis of (a) $3.64,
the  weighted  average  exercise  price  of  the  1,174,800  shares  subject  to
outstanding stock option grants under the above named Plans at prices from $2.63
to $20.00,  and (b)  $12.04,  the average of the high and low sale prices of the
Registrant's  Common Stock on the American Stock Exchange on March 5, 2001, with
respect to the 441,200  shares of common  stock being  registered  which are not
subject  to  outstanding  options  in  accordance  with  rule  457(c)  under the
Securities Act of 1933, as amended.
PART I.
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The  information  required by Part I  is included in documents  sent or
given to participants in the  Registrant's (i) 1991  Non-Qualified  Stock Option
Plan for Non-Employee Directors, (ii) 1995 Long-Term Incentive Stock Plan, (iii)
1996 Directors' Stock Incentive Plan, (iv) 2000 Long-Term  Incentive Stock Plan,
(v) 2000  Nonemployee  Directors'  Stock  Incentive Plan, and (vi) 2001 Director
Compensation  Plan pursuant to Rule  428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act").

                                    PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The   Registrant  is  subject  to  the   informational   and  reporting
requirements of Sections  13(a), 14 and 15(d) of the Securities  Exchange Act of
1934,  as amended  (the  "Exchange  Act"),  and in  accordance  therewith  files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission").  The following documents,  which are on file with
the Commission, are incorporated in this Registration Statement by reference:

          1. The  Registrant's  latest annual  report filed  pursuant to Section
     13(a) or 15(d) of the Exchange Act, or the latest prospectus filed pursuant
     to Rule 424(b) of the Securities  Act, that contained  audited  information
     financial statements for the Registrant's latest fiscal year for which such
     statements have been filed.

          2. All other reports  filed  pursuant to Section 13(a) or 15(d) of the
     Exchange  Act since the end of the  fiscal  year  covered  by the  document
     referred to in (1) above.

          3. The  description of the common stock of the  Registrant,  $2.50 par
     value  per  share  (the  "Common  Stock"),  contained  in the  Registration
     Statement on Form 8-A filed by the Registrant  with the Commission on March
     12, 1999.

         All documents subsequently filed by the registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby  have been sold or which  deregisters  all  shares of Common  Stock  then
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be part  hereof  from the date of the filing of such  documents.  Any  statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Registration Statement to the extent that a statement contained herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference  herein  modifies or supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         The validity of the shares of Common Stock being offered hereby will be
passed upon by Paul W. Durham,  Assistant  General Counsel of Westmoreland  Coal
Company.  As of this date,  Mr.  Durham  beneficially  owns  options to purchase
shares of Common Stock.
Item 6.  Indemnification of Directors and Officers

         The  Registrant's  Restated  Certificate  of  Incorporation  limits the
liability  of directors to the extent  permitted by Delaware  law.  Delaware law
provides  that a  corporation's  certificate  of  incorporation  may  contain  a
provision  eliminating  or limiting  the  personal  liability  of a director for
monetary damages for breach of their fiduciary  duties as directors,  except for
liability (i) for any breach of their 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)  for  unlawful
payments of dividends or unlawful  stock  repurchases or redemptions as provided
in Section 174 of the General Corporation Law of the State of Delaware,  or (iv)
for any  transaction  from  which the  director  derived  an  improper  personal
benefit.

         The Registrant's  Bylaws provide that it shall indemnify its directors,
officers, supervisors and managers to the fullest extent permitted by law.

         The Registrant has entered into agreements to indemnify  certain of its
directors  and officers in addition to the  indemnification  provided for in its
Bylaws.  These  agreements,  among other things,  indemnify  those directors and
officers for certain expenses including  attorney's fees,  judgments,  fines and
settlement  amounts  incurred  by any such  person in any action or  proceeding,
including any action by or in the right of the  Registrant,  arising out of such
person's  services as a director or officer of us, any  subsidiary  of us or any
other  company  or  enterprise  to which the  person  provides  services  at the
Registrant's request.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         The Exhibit Index  immediately  preceding the exhibits is  incorporated
herein by reference.

Item 9.  Undertakings

          The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement; and

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  Registration
          Statement  or  any  material   change  to  such   information  in  the
          Registration Statement;

     provided,  however,  that  paragraphs  (i)  and  (ii) do not  apply  if the
     information required to be included in a post-effective  amendment by those
     paragraphs is contained in periodic  reports filed with or furnished to the
     Commission  by the  Registrant  pursuant  to  Section  13 or  15(d)  of the
     Exchange  Act  that  are  incorporated  by  reference  in the  Registration
     Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act, each such post-effective amendment shall be deemed to be 7a
     new registration  statement relating to the securities offered therein, and
     the  offering  of such  securities  at that time  shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     2 That, for purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act (and, where  applicable,  each filing of an employee benefit
plan's  annual  report  pursuant to Section  15(d) of the Exchange  Act) that is
incorporated by reference in the Registration  Statement shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     3 Insofar as indemnification  for liabilities  arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Colorado Springs, State of Colorado on this 12th day
of March, 2001.

                                          WESTMORELAND COAL COMPANY

                                          By: /s/ Robert J. Jaeger
                                              -----------------------
                                                  Robert J. Jaeger
                                                  Senior Vice President-Finance
                                                  and Treasurer

                                POWER OF ATTORNEY

         We,  the  undersigned  officers  and  directors  of  Westmoreland  Coal
Company, hereby severally constitute Robert J. Jaeger and Laurel B. Placido, and
each of them singly,  our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below,  the  Registration  Statement on Form S-8 filed  herewith and any and all
subsequent  amendments to said Registration  Statement,  and generally to do all
such things in our names and behalf in our  capacities as officers and directors
to enable  Westmoreland  Coal  Company to comply  with all  requirements  of the
Securities  and  Exchange  Commission,   hereby  ratifying  and  confirming  our
signatures  as they may be signed  by said  attorneys,  or any of them,  to said
Registration Statement and any and all amendments thereto.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

       Signature                       Title                           Date
       ---------                       -----                           ----

/s/ Christopher K. Seglem      Chairman of the Board,             March 12, 2001
-------------------------      President and Chief
    Christopher K. Seglem      Executive Officer
                               (Principal Executive Officer)

/s/ Robert J. Jaeger           Senior Vice President-Finance      March 12, 2001
-----------------------        and Treasurer
    Robert J. Jaeger           (Principal Financial Officer)

/s/ Laurel B. Placido          Controller                         March 12, 2001
-----------------------
    Laurel B. Placido

/s/ Michael Armstrong          Director                           March 12, 2001
-----------------------
    Michael Armstrong

/s/ Thomas J. Coffey           Director                           March 12, 2001
-----------------------
    Thomas J. Coffey

/s/ Pemberton Hutchinson       Director                           March 12, 2001
------------------------
    Pemberton Hutchinson

/s/ Robert E. Killen           Director                           March 12, 2001
-----------------------
    Robert E. Killen

/s/ William R. Klaus           Director                           March 12, 2001
-----------------------
    William R. Klaus

/s/ Thomas W. Ostrander        Director                           March 12, 2001
-----------------------
    Thomas W. Ostrander

/s/ James W. Sight             Director                           March 12, 2001
-----------------------
    James W. Sight

/s/ William M. Stern           Director                           March 12, 2001
-----------------------
    William M. Stern
EXHIBIT INDEX

Exhibit         Description
Number

3.1(1)         Restated Certificate of Incorporation of the Registrant.

3.2 (2)        Bylaws of the Registrant.

4.1 (3)        Specimen certificate for shares of the Registrant's common stock.

4.2 (4)        Rights Agreement, dated as of January 28, 1993, between
               Westmoreland Coal Company and the First Chicago trust Company of
               New York.

5.1            Opinion of Assistant General Counsel of the Registrant.

23.1 (5)       Consent of Assistant General Counsel of the Registrant.

23.2           Consent of KPMG LLP.

24.1 (6)       Power of Attorney.

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

1.   Incorporated  herein by reference to the Registrant's Annual Report on Form
     10-K for the fiscal year ended December 31, 1994.

2.   Incorporated herein by reference to the Registrant's Current Report on Form
     8-K dated June 21, 1999.

3.   Incorporated  herein  by  reference  to  Exhibit  4(c) to the  Registrant's
     Registration  Statement  on  Form  S-2,  Registration  No.  33-1950,  filed
     December 4, 1985, which Exhibit is incorporated herein by reference.

4.   Incorporated herein by reference to Exhibit 4 to the  Registrant's Form 8-K
     filed Febraury 1, 1993.

5.   Included in Exhibit 5.1 to this Registration Statement.

6.   Contained on the signature page to this Registration Statement.
EXHIBIT 5.1

                         [LETTERHEAD OF PAUL W. DURHAM]

                                 March 12, 2001

Westmoreland Coal Company
2 North Cascade Avenue, 14th Floor
Colorado Springs, Colorado  80903

      Re:     Registration Statement on Form S-8

Ladies and Gentlemen:

         I am  Assistant  General  Counsel and  Secretary of  Westmoreland  Coal
Company, a Delaware Corporation (the "Company") and an attorney duly admitted to
practice in the State of Colorado.  I am familiar with a Registration  Statement
on Form S-8 (the  "Registration  Statement") to be filed with the Securities and
Exchange  Commission  (the  "Commission")  under the  Securities Act of 1933, as
amended (the "Securities Act"),  relating to an aggregate of 1,539,500 shares of
common stock, $2.50 par value per share (the "Shares"),  of the Company,  issued
under the Company's (i) 1991  Non-Qualified  Stock Option Plan For  Non-Employee
Directors, (ii) 1995 Long-Term Incentive Stock Plan, (iii) 1996 Directors' Stock
Incentive  Plan, and 2000 Long-Term  Incentive  Stock Plan, (v) 200  Nonemployee
Directors'  Stock  Incentive  Plan,  and (vi) 2001 Director  Compensation  Plan.
(together, the "Plans").

         I, together with  competent  members of my legal staff working under my
direct  supervision and control,  have examined the certificate of incorporation
and  by-laws  of  the  Company,  and  originals,   or  copies  certified  to  my
satisfaction,  of all  pertinent  records of the meetings of the  directors  and
stockholders of the Company, the Registration Statement and such other documents
relating  to the  Company as I have  deemed  material  for the  purposes of this
opinion.

         In  examination  of  the  foregoing  documents,   I  have  assumed  the
genuineness of all signatures and the authenticity of all documents submitted to
me as originals, the conformity to original documents of all documents submitted
to me as  certified,  photostatic  or  other  copies,  the  authenticity  of the
originals of such latter  documents and the legal  competence of all signatories
to such documents.

         I express no opinion herein as to the laws of any state or jurisdiction
other than the statutory  provisions of the General Corporation Law of the State
of Delaware and the federal laws of the United States of America.

         Based upon and subject to the  foregoing,  I am of the opinion that the
Shares have been duly  authorized  for issuance  and, when the Shares are issued
and paid for in  accordance  with the terms and  provisions  of the  Plans,  the
Shares will be validly issued, fully paid and nonassessable.

         It is  understood  that this  opinion is to be used only in  connection
with the offer and sale of the Shares  while the  Registration  Statement  is in
effect.

         Please  note that I am opining  only as to the  matters  expressly  set
forth herein, and no opinion should be inferred as to any other matters.
I hereby  consent to the filing of this opinion with the  Commission as
an exhibit to the Registration  Statement in accordance with the requirements of
Item  601(b)(5)  of  Regulation  S-K under the  Securities  Act.  In giving such
consent,  I do not hereby  admit  that I am in the  category  of  persons  whose
consent  is  required  under  Section 7 of the  Securities  Act or the rules and
regulations of the Commission.

                                                 Very truly yours,

                                                 /s/ Paul W. Durham
                                                 -----------------------
                                                     Paul W. Durham
                                                     Assistant General Counsel
                                                     and Secretary
EXHIBIT 23.2

                         Consent of Independent Auditors

The Board of Directors of
Westmoreland Coal Company:

We consent to incorporation  by reference in the registration  statement on Form
S-8 of Westmoreland Coal Company of our report dated March 3, 2000,  relating to
the consolidated balance sheets of Westmoreland Coal Company and subsidiaries as
of  December  31,  1999 and 1998,  and the related  consolidated  statements  of
operations,  shareholders'  equity  and cash  flows for each of the years in the
three-year  period ended December 31, 1999, which report appears in the December
31, 1999 annual report on Form 10-K of Westmoreland Coal Company.

                                    KPMG LLP

Denver, Colorado
March 12, 2001.