As filed with the Securities and Exchange Commission on September 13, 2005

Registration No. 333-127848

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 2 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

FOUNDATION COAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

999 Corporate Boulevard
Suite 300
Linthicum Heights, Maryland 21090-2227
(410) 689-7600
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Greg A. Walker, Esq.
General Counsel
Foundation Coal Holdings, Inc.
999 Corporate Boulevard
Suite 300
Linthicum Heights, Maryland 21090-2227
(410) 689-7600
(Name, address, including zip code, and telephone number, including area code, of agent for service)

        If any of the securities being registered on this form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o                                            

        If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o                                            

        If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o                                            

CALCULATION OF REGISTRATION FEE

(1)

Includes shares of common stock that the underwriters have the option to purchase to cover over-allotments, if any.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low prices of the common stock on September 2, 2005, as reported on the New York Stock Exchange.

(3)

Previously paid.

        The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)
Issued September 13, 2005

10,000,000 Shares

Common Stock

        The selling stockholders named in this prospectus are selling 10,000,000 shares of our common stock. The selling stockholders have granted the underwriters an option to purchase up to 1,500,000 additional shares of common stock to cover over-allotments. We will not receive any proceeds from the sale of shares in this offering.

        Our common stock is listed on the New York Stock Exchange under the symbol "FCL". On September 12, 2005, the last reported sale price of our common stock was $37.34 per share.

        Investing in our common stock involves risks. See "Risk Factors" beginning on page 13.

        Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares to purchasers on                        , 2005.

Morgan Stanley Citigroup

Natexis Bleichroeder Inc. Johnson Rice & Company L.L.C.

                        , 2005

Eagle Butte Mine Overview		Eagle Butte Mine Coal Haul
Train Loadout at Rockspring Mine		Longwall System at Cumberland Mine
Roof Bolter at Kingston Mine		360-Ton Overburden Truck at Belle Ayr Mine

        You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted.

TABLE OF CONTENTS

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PROSPECTUS SUMMARY

        The following summarizes information contained elsewhere in this prospectus and does not contain all of the information you should consider in making your investment decision. You should read this summary together with the more detailed information, including our financial statements and the related notes, elsewhere in this prospectus. You should carefully consider, among other things, the matters discussed in "Risk Factors."

        Unless the context otherwise indicates, as used in this prospectus, the terms "we," "our," "us" and similar terms refer to Foundation Coal Holdings, Inc. and its consolidated subsidiaries. For purposes of all financial disclosure contained herein, RAG American Coal Holding, Inc. is the predecessor to Foundation Coal Holdings, Inc. We and our indirect subsidiary, Foundation Coal Corporation, were formed to acquire the North American coal mining assets of RAG Coal International AG, which acquisition closed on July 30, 2004. All references to Foundation Coal Holdings, Inc., including the business description, operating data and financial data, exclude RAG Coal International AG's former Colorado operations, which were sold to a third party on April 15, 2004 and are accounted for herein as discontinued operations. References to pro forma financial and other pro forma information reflect the consummation of the initial public offering of 24,121,900 shares of our common stock in December 2004, which we refer to herein as the "IPO," and the Transactions, as described below under "—The Transactions," as if the IPO and the Transactions had occurred on January 1, 2004 for statement of operations and other data. Certain statements in this Prospectus Summary are forward-looking statements. All references herein to financial data for the twelve months ended December 31, 2004 are presented on a pro forma basis for Foundation Coal Holdings, Inc. by aggregating the financial data for the five months ended December 31, 2004 of Foundation Coal Holdings, Inc. with the financial data for the seven months ended July 29, 2004 of RAG American Coal Holding, Inc.

The Company

        We are the fifth largest coal producer in the United States, with operations in the four major coal producing regions in the United States: the Powder River Basin, Northern Appalachia, Central Appalachia and the Illinois Basin. Our primary business is to produce, process and sell steam coal, which we sell to producers of electric power, the majority of whom are large U.S.-based utilities with an investment grade credit rating. We also produce and process metallurgical coal for use in the manufacture of steel.

        For the year ended December 31, 2004 and the six months ended June 30, 2005, we sold 63.5 million tons of coal and 33.4 million tons of coal, respectively, to approximately 85 customers. We generated total revenues of $995.6 million and $635.0 million, respectively, for such periods. As of December 31, 2004, we controlled approximately 1.8 billion tons of proven and probable coal reserves located in the Powder River Basin, Northern Appalachia, Central Appalachia and Illinois Basin. Based on these reserve estimates and our actual rate of production during the year ended December 31, 2004, we have a total reserve life of approximately 28 years. We are the only producer with significant operations and major reserve blocks in both the Powder River Basin and Northern Appalachia, two U.S. coal production regions for which future demand is expected to increase by more than 1.5% annually, according to the Energy Information Administration ("EIA").

        We employ a variety of different mining techniques at our nine underground mines and four surface mines. A number of these mines are among the most productive coal producers in the regions in which they operate, due to, among other things, our employment of advanced longwall technologies and truck-and-shovel systems. Our current management team has successfully managed our operations as a stand-alone subsidiary of RAG Coal International AG since 1999 and has continued to manage our operations since we became an independent company on July 30, 2004.

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        We have a large, geographically diverse reserve base which contains a broad range of coal qualities. Our reserves in Wyoming and West Virginia contain compliance coal, which does not require our customers to use sulfur dioxide reduction technologies (commonly referred to as scrubbers) to comply with the requirements of the Clean Air Act, and other low sulfur coal. Demand for clean burning, lower sulfur coal has grown significantly since the adoption of the Clean Air Act. Our reserves in Pennsylvania contain high Btu coal, which produces a greater amount of energy per ton when burned, but which results in higher sulfur emissions than compliance coal. As a result of the new Clean Air Interstate Rule ("CAIR"), a significant number of utilities have installed or recently initiated plans to install scrubbers and would thus be able to more efficiently burn higher sulfur coals. In addition, other utilities can utilize higher sulfur coal through their use of coal blending or purchased emissions allowances. As a result of the broad range of characteristics and qualities of our reserves, we are positioned to serve our customers in all the major segments of the market.

        We operate our business through four segments: the Powder River Basin, Northern Appalachia, Central Appalachia and Other. The table below summarizes our revenues from coal sales, tons of coal sold and proven and probable coal reserves by segment as of December 31, 2004:

Revenues from Coal Sales, Tons Sold and Reserves by Segment

(1)

Central Appalachia tons include 1.2 million tons of produced metallurgical coal that accounted for $48.8 million of revenues and 0.8 million tons of metallurgical coal that was purchased and resold. Other tons include 1.7 million tons of Illinois Basin production and 1.5 million tons of coal that were purchased and resold.

Competitive Strengths

        We believe that the following competitive strengths enhance our prominent market position in the United States:

        We are the fifth largest coal producer in the United States and have a significant reserve base. Based on 2004 production of 61.4 million tons, we are the fifth largest coal producer in the United States. As of December 31, 2004, we controlled approximately 1.8 billion tons of proven and probable coal reserves. Based on these reserve estimates and our actual rate of production during the year ended December 31, 2004, we have a total reserve life of approximately 28 years.

        We have a diverse portfolio of coal-mining operations and reserves. We operate a total of 13 mines in the Powder River Basin, Northern Appalachia, Central Appalachia and the Illinois Basin, selling coal to approximately 85 domestic and foreign electric utilities, steel producers and industrial users. We are the only producer with significant operations and major reserve blocks in both the Powder River Basin and Northern Appalachia, two U.S. coal production regions for which future demand is expected to increase by more than 1.5% annually, according to the EIA. We believe that this geographic diversity provides us with a significant competitive advantage, allowing us to source coal from multiple regions to meet the needs of our customers and reduce their transportation costs.

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        We operate highly productive mines and have had strong EBITDA margins. We believe our focus on productivity has helped contribute to our strong EBITDA margins for fiscal years ended 2002, 2003 and 2004 and for the six months ended June 30, 2005. Our strategic investment in equipment and technology has increased the efficiency of our operations, which we believe reduces our costs and provides us with a competitive advantage. Maintaining our low-cost position enables us to maximize our profitability in all coal pricing environments.

        We are a recognized industry leader in safety and environmental performance. Our focus on safety and environmental performance results in a lower likelihood of disruption of production at our mines, which leads to higher productivity and improved financial performance. We operate some of the nation's safest mines, with 2004 injury incident rates, as tracked by the Mine Safety and Health Administration ("MSHA"), below industry averages.

        We have long-standing relationships and long-term contracts with many of the largest coal-burning utilities in the United States. We supply coal to more than 100 power plants operated by more than 65 electricity generators in 29 states across the country. We believe we have a reputation for reliability and superior customer service that has enabled us to solidify our customer relationships.

        Our management team has a track record of success during our long operating history. Our management team has a proven record of generating free cash flow, increasing productivity, reducing costs, developing and maintaining long-standing customer relationships and effectively positioning us for future growth and profitability. We operated as a stand-alone subsidiary of privately held RAG Coal International AG from 1999 until becoming an independent company on July 30, 2004. Our senior executives have an average of approximately 25 years of experience in the coal industry, including an average of 13 years operating our assets when owned by us and our predecessors, and have the management and organizational capability to successfully operate an independent public company.

Business Strategy

        Our objective is to increase shareholder value through sustained earnings and cash flow growth. Our key strategies to achieve this objective are described below:

        Maintaining our commitment to operational excellence as a low-cost producer. We seek to maintain our productivity leadership with an emphasis on lowering costs by continuing to invest selectively in new equipment and advanced technologies, such as our previous investments in underground diesel, increased longwall face widths and a larger shield system. We will continue to focus on profitability and efficiency by leveraging our significant economies of scale, large fleet of mining equipment, information technology systems and coordinated purchasing and land management functions. In addition, we continue to focus on productivity through our culture of workforce involvement by leveraging our strong base of experienced, well-trained employees.

        Capitalizing on favorable industry dynamics through an opportunistic approach to selling our coal. The fundamentals of the current U.S. coal market are among the strongest in the past decade resulting in a favorable coal pricing environment which, based on current coal forward prices, we believe will continue for the foreseeable future. We employ an opportunistic approach to selling our coal, including the use of long-term sales commitments for a portion of our future production while maintaining uncommitted planned production to capitalize on favorable future pricing environments.

        Selectively expanding our production and reserve base. Given our broad scope of operations and expertise in mining in each of the major coal-producing regions in the United States, we believe that we are well-situated to capitalize on the expected continued growth in U.S. and international coal consumption by evaluating growth opportunities, including (i) expansion of production capacity at our existing mining operations, (ii) further development of existing significant reserve blocks in Northern Appalachia and Central Appalachia, and (iii) potential strategic acquisition opportunities that arise in

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the United States or internationally. We will prudently act to manage our reserve base when appropriate. For example, we currently plan to seek to increase our reserve position by obtaining mining rights to federal coal reserves adjoining our current operations in Wyoming through the lease by application process.

        Continuing to provide a mix of coal types and qualities to satisfy our customers' needs. By having operations and reserves in the four major coal producing regions, we are able to source coal from multiple mines to meet the needs of our domestic and international customers. Our broad geographic scope and mix of coal qualities provide us with the opportunity to work with many leading electricity generators, steel companies and other industrial customers across the country.

        Continuing to focus on excellence in safety and environmental stewardship. We intend to maintain our recognized leadership in operating some of the safest mines in the United States and in achieving recognized standards of environmental excellence. Our ability to minimize lost-time injuries and environmental violations improves our operating efficiency, which directly improves our cost structure and financial performance.

Risks Related to our Business and Strategy

        Our ability to execute our strategy is subject to certain risks that are generally associated with the coal industry. For example, our profitability could decline due to changes in coal prices or coal consumption patterns, as well as unanticipated mine operating conditions, loss of customers, changes in the ability to access our coal reserves and other factors that are not within our control. Furthermore, we operate in a heavily regulated industry, which imposes significant actual and potential costs on us, and future regulations could increase those costs or limit our ability to produce coal. For additional risks relating to our business or this offering, see "Risk Factors" beginning on page 13 of this prospectus.

Coal Market Outlook

        According to coal indices and reference prices, U.S. and international coal fundamentals are currently strong, and coal pricing in 2004 and early 2005 has increased over 2003 in every significant U.S. and international market. We believe that the current strong fundamentals in the U.S. coal industry are supported primarily by:

•

stronger industrial demand following a recovery in the U.S. manufacturing sector, demonstrated by the most recent estimate of 3.4% real GDP growth in the second quarter of 2005, as reported by the Bureau of Economic Analysis;



•

low coal stockpiles, estimated by the EIA to be approximately 116 million tons as of the end of the second quarter of 2005, down 4.2% from the same period a year ago;



•

limited incremental capacity available from U.S. nuclear-powered electricity generators, with average utilization estimated by the EIA to be 90.1% in 2004, up from 70.5% in 1993;



•

high current and forward prices for natural gas and oil, the primary competing fuels for electricity generation, with spot prices at August 17, 2005 for natural gas and heating oil at $9.39 per million Btu and $1.79 per gallon, respectively, as reported by Bloomberg L.P.; and



•

increased international demand for U.S. coal for steelmaking, driven by global economic growth and the weaker U.S. dollar.

        Coal prices have continued their upward climb in 2004 and early 2005, particularly for coal produced in the eastern United States. Powder River Basin prices followed suit and began their climb in early 2005. The table below describes changes in monthly average reference prices for coal in June 2005, compared to monthly average reference prices in June 2004, according to Platts Coal Outlook

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("Platts"), changes in year-to-date average reference prices for coal in June 2005 compared to year-to-date average reference prices in June 2004, also according to Platts, and the percentage of our 2004 coal sales revenue by region:

        We expect near-term volume growth in U.S. coal consumption to be driven by a number of factors, including increased growth in electricity consumption and greater utilization at existing coal-fired plants, which operated at an estimated 72% of capacity in 2004, according to Platts. If the existing U.S. coal-fired plants operated at estimated potential utilization rates of 85%, we believe they would consume approximately 150 million additional tons of coal per year, which represents an increase of approximately 15% over current coal consumption.

        We expect longer-term volume growth in U.S. coal consumption to be driven by the construction of new coal-fired plants. The EIA projects that 87,000 megawatts of new coal-fired electric generation capacity will be constructed in the United States by 2025, which would represent a 29% increase over current U.S. coal-fired electric generation capacity. The National Energy Technology Laboratory ("NETL") has identified 124 coal-fired plants, representing 73,000 megawatts of electric generation capacity, which have been proposed and are currently in various stages of development. The NETL projects that 70 of these proposed coal-fired plants, representing 43,000 megawatts of electric generation capacity, will be completed and will begin consuming coal to produce electricity by the end of 2010.

The Transactions

        On July 30, 2004, Foundation Coal Corporation, one of our subsidiaries, completed the acquisition, which we refer to as the Acquisition, of all of the outstanding shares of capital stock of certain subsidiaries (the "Acquired Companies") of RAG Coal International AG (the "Seller"), consisting primarily of its then-North American coal operations, for a purchase price of approximately $975 million. We issued 7¹/4% Senior Notes due 2014 (the "7¹/4% Senior Notes" or "Notes") and entered into a senior secured credit facility consisting of a term loan facility and revolving credit facility (the "Senior Credit Facilities"), the net proceeds of which were used to finance the Acquisition and to provide for an on-going working capital requirement. The term "Transactions" means, collectively, the Acquisition and the related financings, including the Notes and the Senior Credit Facilities. Prior to the offering, First Reserve Fund IX, L.P. ("First Reserve") and affiliates of each of The Blackstone Group ("Blackstone") and American Metals and Coal International, Inc. ("AMCI") owned approximately 19.1%, 19.1% and 6.7% of our shares, respectively. First Reserve, Blackstone and AMCI are collectively referred to herein as the "Sponsors."

Recent Developments

        New Commitments Negotiated at Higher Prices.    Through August 24, 2005, we have been able to leverage our long-standing customer relationships and uncommitted planned production to enter into new sales commitments for long-term supply contracts at average sales prices above those realized in the past year. The table below illustrates the average committed price per ton and tons sold by region for the 2006 to 2008 period for new commitments secured during the period between January 1, 2005 through August 24, 2005. As of August 24, 2005, we had sales commitments in place for approximately

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100% of our planned 2005 production, approximately 89% of our planned 2006 production, approximately 75% of our planned 2007 production and approximately 52% of our planned 2008 production. We have uncommitted planned production for 2005, 2006, 2007 and 2008 of 0%, 11%, 25% and 48% respectively. Higher value eastern coals account for the majority of uncommitted tonnage as 20%, 32% and 65% of the Company's planned eastern production remains uncommitted and unpriced in 2006, 2007 and 2008, respectively, including 44%, 61% and 60%, respectively, of the Company's planned metallurgical coal production in those years. We expect this production will generate an even greater proportion of our revenues.

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The Offering

        Unless we specifically state otherwise, all information in this prospectus:

•

assumes no exercise by the underwriters of their option to purchase additional shares;



•

excludes 3,536,432 shares of our common stock issuable upon the exercise of outstanding stock options;



•

excludes 145,956 shares of common stock issuable upon the vesting of restricted stock units; and



•

excludes 2,290,095 shares of our common stock reserved for issuance under our existing stock option plan.

Additional Information

        Our principal executive office is located at 999 Corporate Boulevard, Suite 300, Linthicum Heights, Maryland 21090 and our telephone number is (410) 689-7600.

Risk Factors

        Investing in our common stock involves substantial risks. You should carefully consider the information in the "Risk Factors" section and all other information included in this prospectus before investing in our common stock.

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Summary Historical and Pro Forma Financial Data

        Foundation Coal Holdings, Inc. does not have any independent external operations, assets or liabilities, other than through its subsidiaries. From its formation on February 9, 2004 and prior to the acquisition of RAG American Coal Holding, Inc. on July 30, 2004, Foundation Coal Holdings, Inc. did not have any assets, liabilities or results of operations. Therefore, the following summary historical financial data as of and for the years ended December 31, 2003 and 2002 and for the period from January 1, 2004 to July 29, 2004 have been derived from the audited consolidated financial statements of RAG American Coal Holding, Inc. (the predecessor to Foundation Coal Holdings, Inc.), which have been audited by Ernst & Young LLP, an independent registered public accounting firm. The summary historical financial data as of and for the period from February 9, 2004 (our date of inception) to December 31, 2004 have been derived from the audited consolidated financial statements of Foundation Coal Holdings, Inc. The summary historical financial data as of and for the six months ended June 30, 2005 have been derived from the unaudited consolidated financial statements of Foundation Coal Holdings, Inc. In the opinion of management, such financial data reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the results for those periods. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or any future period. The successor balance sheet data and the pro forma adjustments used in preparing the pro forma financial data reflect our preliminary purchase price allocation based on the results of an independent appraisal performed by a reputable consulting firm well known in the industry. Certain judgments and estimates by the Company regarding future cash flows from individual mine sites and other plans are integral to the valuations performed by the valuation specialists. The appraisal was completed during the first quarter of 2005 and the results are being evaluated by management. The final purchase price allocation, which management anticipates will be completed in the third quarter of 2005, is not expected to vary significantly from the preliminary allocation. The audited consolidated financial statements as of and for the years ended December 31, 2003 and 2002, the audited consolidated financial statements as of and for the period from January 1, 2004 to July 29, 2004 and as of and for the period from February 9, 2004 to December 31, 2004 and the unaudited consolidated financial statements as of and for the six months ended June 30, 2005 are included elsewhere in this prospectus.

        The following summary unaudited pro forma consolidated financial data of Foundation Coal Holdings, Inc. and its subsidiaries as of and for the year ended December 31, 2004 have been prepared to give pro forma effect to the Transactions and the IPO and the application of the net proceeds therefrom as if they had occurred on January 1, 2004, in the case of unaudited pro forma statement of operations data. The pro forma adjustments used in preparing the pro forma financial data reflect our preliminary estimates of the purchase price allocation based on the results of an independent appraisal performed by a reputable consulting firm well known in the industry. The pro forma financial data are for informational purposes only and should not be considered indicative of actual results that would have been achieved had the Transactions and the IPO actually been consummated on the dates indicated and do not purport to indicate balance sheet data or results of operations as of any future date or for any future period. You should read the following data in conjunction with "Unaudited Consolidated Pro Forma Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes thereto of Foundation Coal Holdings, Inc. and subsidiaries included elsewhere in this prospectus.

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