8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):   June 29, 2006

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

Delaware	001-11155	23-1128670
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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

Registrant’s telephone number, including area code: (719) 442-2600

Not Applicable
______________________________________________________
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Explanatory Note

This Form 8-K/A is being filed to amend Item 9.01 of the Current Report on Form 8-K filed by Westmoreland Coal Company on July 6, 2006. This amendment provides the audited historical financial statements of Westmoreland-LG&E Partners, as required by Item 9.01(a) and the unaudited pro forma financial information required by Item 9.01(b), which financial statements and information were not included in the Form 8-K filed on July 6, 2006.

Item 1.01.    Material Definitive Agreement

On June 29, 2006, Westmoreland Coal Company (the “Company”) acquired a 50 percent partnership interest in the 230 MW Roanoke Valley (“ROVA”) power project, officially named Westmoreland-LG&E Partners, located in Weldon, North Carolina from a subsidiary of E.ON U.S. LLC (“E.ON”) – formerly LG&E Energy LLC. The acquisition increases the Company’s ownership interest in ROVA to 100 percent. As part of the same transaction, the Company acquired certain additional assets from LG&E Power Services LLC, a subsidiary of E.ON U.S. LLC, consisting primarily of contracts under which the Company will now operate and provide maintenance services to ROVA and four power plants in Virginia.

The acquisition, originally announced in August 2004, had been delayed due to litigation brought by Virginia Electric and Power Company, doing business in North Carolina as Dominion North Carolina Power (“Dominion”), the sole electric power customer of ROVA, challenging Westmoreland’s right to purchase E.ON’s interests in ROVA without those interests first being offered to Dominion at the same price. That litigation has been settled as part of this transaction.

A news release announcing the closing of the transaction on June 29, 2006 is attached as Exhibit 99.1.

Item 2.01.    Significant Acquisitions or Dispositions

On June 29, 2006 the Company acquired a 50 percent partnership interest in the 230 MW Roanoke Valley (“ROVA”) power project located in Weldon, North Carolina from a subsidiary of E.ON U.S. LLC – formerly LG&E Energy LLC. As a result, the Company now owns 100 percent of the two-unit, coal-fired project.

The Company has also acquired certain additional assets including operating agreements from LG&E Power Services LLC, another subsidiary of E.ON, under which the Company will now operate the ROVA project and four power plants in Virginia.

The Company paid $27.5 million in cash at closing, and assumed, through the Westmoreland subsidiary purchasing the ROVA interest, E.ON’s share of non-recourse project debt in the amount of $85.5 million. The Company also paid a $2.5 million consent fee to Dominion in exchange for its agreement to waive its claim to a right of first refusal to acquire E.ON U.S.‘s interest in ROVA. In addition, the Company has accumulated $0.3 million of direct acquisition costs. Additionally, the Company contributed $5 million to ROVA which was deposited into ROVA’s debt protection account to replace a letter of credit previously provided by E.ON.

The acquisition is being accounted for as a purchase for accounting purposes. The assets and liabilities of the general partnership that owns 100% of ROVA will be included in the consolidated financial statements of the Company subsequent to the acquisition.

A news release announcing the closing of the transaction is attached as Exhibit 99.1.

Item 2.03.    Direct Financial Obligations or Off-Balance Sheet Obligations

The Company financed the acquisition with a $30 million bridge loan facility from SOF Investments, LP (“SOF”), a $5 million term loan with First Interstate Bank and from corporate funds.

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The SOF bridge loan has a one-year term extendable to four years at the option of the Company. The loan has an interest rate of LIBOR plus 4% plus a 1% closing fee. If the Company elects to extend the loan beyond its initial one-year term, it will be required to issue warrants to purchase 150,000 shares of the Company’s common stock to SOF at a premium of 15% to the then current stock price. These warrants would be exercisable for a three-year period from the date of issuance. The loan is secured by a pledge of the semi-annual cash distributions from ROVA commencing in January 2007 as well as pledges from the Company’s subsidiaries that directly or indirectly acquired the operating agreements.

The $5 million term loan with First Interstate Bank has a one-year term expiring June 29, 2007. Interest is payable at the Bank’s prime rate.

Item 9.01.    Financial Statements and Exhibits

(a)   Financial Statements of Business Acquired.

The required audited financial statements of Westmoreland –LG&E Partners as of December 31, 2005 and 2004 and for each of the three years ended December 31, 2005 are attached hereto as Exhibit 99.2 and are incorporated in their entirety herein by reference.

The required unaudited interim financial statements of Westmoreland –LG&E Partners for the six months ended June 30, 2006 and 2005 are attached hereto as Exhibit 99.3 and are incorporated in their entirety herein by reference.

(b)   Pro Forma Financial Information.

The required pro forma financial information for the six months ended June 30, 2006 and for the year ended December 31, 2005 is attached hereto as Exhibit 99.4 and is incorporated in its entirety herein by reference.

(c)   Exhibits

Exhibit No. Description

2.1 Sale and Purchase Agreement dated as of June 29, 2006*

23.1 Consent of Deloitte & Touche LLP

99.1 Press release date June 29, 2006**

99.2 Audited financial statements of Westmoreland –LG&E Partners as of December 31, 2005 and 2004, and for each of the three years in the period ended December 31, 2005, and Independent Auditor's Report

99.3 Unaudited financial statements of Westmoreland –LG&E Partners as of June 30, 2006 and December 31, 2005 and for the six months ended June 30, 2006 and 2005

99.4 Unaudited pro forma combined financial statements for the six months ended June 30, 2006 and the year ended December 31, 2005

* Previously filed as an exhibit to Westmoreland Coal Company’s Form 10-Q filed on November 3, 2006.

** Previously filed as an exhibit to Westmoreland Coal Company’s Current Report on Form 8-K filed on July 6, 2006.

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SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WESTMORELAND COAL COMPANY
Date:   November 3, 2006	By:  /s/ David J. Blair
	David J. Blair
	Chief Financial Officer
	(A Duly Authorized Officer)

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EXHIBIT INDEX

Exhibit No. Description

2.1 Sale and Purchase Agreement dated as of June 29, 2006*

23.1 Consent of Deloitte & Touche LLP

99.1 Press release date June 29, 2006**

99.2 Audited financial statements of Westmoreland –LG&E Partners as of December 31, 2005 and 2004, and for each of the three years in the period ended December 31, 2005, and Independent Auditor's Report

99.3 Unaudited financial statements of Westmoreland –LG&E Partners as of June 30, 2006 and December 31, 2005 and for the six months ended June 30, 2006 and 2005

99.4 Unaudited pro forma combined financial statements for the six months ended June 30, 2006 and the year ended December 31, 2005

* Previously filed as an exhibit to Westmoreland Coal Company’s Form 10-Q filed on November 3, 2006.

** Previously filed as an exhibit to Westmoreland Coal Company’s Current Report on Form 8-K filed on July 6, 2006.

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EX-23

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the use in the Current Report on Amendment No. 1 to Form 8-K/A of Westmoreland Coal Company dated June 29, 2006, of our report dated March 10, 2006, related to the financial statements of Westmoreland—LG&E Partners as of December 31, 2005 and 2004, and for each of the three years in the period ended December 31, 2005.

/s/ Deloitte & Touche LLP

Indianapolis, Indiana
November 2, 2006

EX-99

Exhibit 99.2

WESTMORELAND-LG&E PARTNERS

BALANCE SHEETS
AS OF DECEMBER 31,

		2005			2004
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	21,429,618		$	23,547,318
Accounts receivable		22,843,387			20,262,811
Fuel inventories		1,689,289			2,740,403
Prepaid expenses		495,344			558,600
Total current assets		46,457,638			47,109,132
PROPERTY, PLANT, AND EQUIPMENT—Net		228,322,765			237,342,746
LOAN ORIGINATION FEES—Net		3,023,022			3,731,454
RESTRICTED ASSETS		22,848,995			22,554,540
OTHER ASSETS		387			10,771
TOTAL	$	300,652,807		$	310,748,643
LIABILITIES AND PARTNERS’ CAPITAL
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	18,143,384		$	10,170,100
Interest payable		1,744,469			1,692,665
Current portion of long-term debt		25,593,595			22,155,937
Total current liabilities		45,481,448			34,018,702
LONG TERM DEBT		158,002,192			183,595,787
OTHER NONCURRENT LIABILITIES		526,440			1,513,430
Total liabilities		204,010,080			219,127,919
COMMITMENTS AND CONTINGENCIES
PARTNERS’ CAPITAL:
Westmoreland-Roanoke Valley L.P.		50,932,116			48,906,389
LG&E-Roanoke Valley L.P.		45,836,745			43,853,646
Unrealized loss on derivative instrument		(126,134	)		(1,139,311	)
Total partners’ capital		96,642,727			91,620,724
TOTAL	$	300,652,807		$	310,748,643

See notes to financial statements.

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WESTMORELAND-LG&E PARTNERS

STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31,

		2005			2004			2003
ENERGY REVENUES	$	109,990,766		$	112,668,697		$	110,401,434
COST OF REVENUES		37,038,743			37,737,668			36,903,674
GROSS PROFIT		72,952,023			74,931,029			73,497,760
OPERATING EXPENSES:
Operating and maintenance		13,795,952			15,191,487			11,665,930
Depreciation		10,249,986			10,172,730			10,031,725
Amortization		718,818			733,354			733,354
General and administrative		11,288,303			10,168,522			5,420,240
Total operating expenses		36,053,059			36,266,093			27,851,249
OPERATING INCOME		36,898,964			38,664,936			45,646,511
OTHER INCOME (EXPENSE):
Interest income		1,274,758			393,049			273,750
Interest expense		(13,777,659	)		(14,000,651	)		(15,564,047	)
Other		--			5,750			8,600
Total other income (expense)—net		(12,502,901	)		(13,601,852	)		(15,281,697	)
INCOME BEFORE CUMULATIVE EFFECT OF
A CHANGE IN ACCOUNTING PRINCIPLE		24,396,063			25,063,084			30,364,814
CUMULATIVE EFFECT OF A CHANGE IN
ACCOUNTING PRINCIPLE		--			--			(189,948	)
NET INCOME	$	24,396,063		$	25,063,084		$	30,174,866
OTHER COMPREHENSIVE INCOME—
Unrealized gain on derivative instrument		1,013,177			2,255,058			2,577,044
TOTAL COMPREHENSIVE INCOME	$	25,409,240		$	27,318,142		$	32,751,910

See notes to financial statements.

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WESTMORELAND-LG&E PARTNERS

STATEMENTS OF PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31,

	Westmoreland- Roanoke Valley L.P.			LG&E- Roanoke Valley L.P.			Unrealized Loss on Derivative Instrument			Total
BALANCE--January 1, 2003	$	35,198,215		$	30,168,128		$	(5,971,413	)	$	59,394,930
Net income		15,106,139			15,068,727			--			30,174,866
Partner distributions		(11,047,111	)		(10,995,940	)		--			(22,043,051	)
Unrealized gain on derivative instrument		--			--			2,577,044			2,577,044
BALANCE--December 31, 2003		39,257,243			34,240,915			(3,394,369	)		70,103,789
Net income		12,559,078			12,504,006			--			25,063,084
Partner distributions		(2,909,932	)		(2,891,275	)		--			(5,801,207	)
Unrealized gain on derivative instrument		--			--			2,255,058			2,255,058
BALANCE--December 31, 2004		48,906,389			43,853,646			(1,139,311	)		91,620,724
Net income		12,271,862			12,124,201			--			24,396,063
Partner distributions		(10,246,135	)		(10,141,102	)		--			(20,387,237	)
Unrealized gain on derivative instrument		--			--			1,013,177			1,013,177
BALANCE--December 31, 2005	$	50,932,116		$	45,836,745		$	(126,134	)	$	96,642,727

See notes to financial statements.

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WESTMORELAND-LG&E PARTNERS

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,

	2005			2004			2003
OPERATING ACTIVITIES:
Net income	$	24,396,063		$	25,063,084		$	30,174,866
Adjustments to reconcile net income to net cash
provided by operating activities:
Cumulative effect of a change in accounting principle		--			--			189,948
Depreciation		10,249,986			10,172,730			10,031,725
Amortization		718,818			733,354			733,354
Ash monofill amortization		--			12,940			--
Decrease (increase) in accounts receivable		(2,580,576	)		461,700			(1,424,937	)
Decrease (increase) in fuel inventories		1,051,114			(639,509	)		(24,808	)
Decrease (increase) in prepaid expenses		63,256			(109,956	)		204,294
Increase (decrease) in accounts payable and accrued liabilities		7,973,284			1,393,414			(313,601	)
Increase (decrease) in interest payable		51,804			(73,713	)		(195,682	)
Net cash provided by operating activities		41,923,749			37,014,044			39,375,159
INVESTING ACTIVITIES:
Purchases of property, plant, and equipment		(1,203,820	)		(707,575	)		(1,304,124	)
Increase in restricted assets		(294,455	)		(1,763,274	)		(829,746	)
Net cash used in investing activities		(1,498,275	)		(2,470,849	)		(2,133,870	)
FINANCING ACTIVITIES:
Repayment of notes payable		(22,155,937	)		(20,198,880	)		(18,447,519	)
Partner distributions		(20,387,237	)		(5,801,207	)		(22,043,051	)
Net cash used in financing activities		(42,543,174	)		(26,000,087	)		(40,490,570	)
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS		(2,117,700	)		8,543,108			(3,249,281	)
CASH AND CASH EQUIVALENTS--Beginning of year		23,547,318			15,004,210			18,253,491
CASH AND CASH EQUIVALENTS--End of year	$	21,429,618		$	23,547,318		$	15,004,210
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION—
Cash paid during the year for interest	$	13,725,855		$	14,074,364		$	15,759,729

See notes to financial statements.

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WESTMORELAND-LG&E PARTNERS

NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization—Westmoreland-LG&E Partners (the “Venture”), a Virginia general partnership, was formed to own and operate two cogeneration facilities (the “Facilities”) located in Weldon, North Carolina. The first facility (“ROVA I”) is a 180 megawatt facility and the second facility (“ROVA II”) is a 50 megawatt facility adjacent to ROVA I. The Facilities share certain coal handling, electrical distribution, and administrative equipment. The Facilities produce electric power and steam by burning coal. The steam is sold to a local industrial plant for use in its manufacturing process. ROVA I and ROVA II operate as exempt wholesale generators as determined by the Federal Energy Regulatory Commission (“FERC”). ROVA I commenced commercial operation on May 29, 1994 (Commercial Operations Date). ROVA II commenced commercial operation on June 1, 1995 (Commercial Operations Date).

The partners in the Venture are Westmoreland-Roanoke Valley, L.P. (“Westmoreland L.P.”), a limited partnership between Westmoreland Energy, LLC. (“WEI”), as the sole limited partner, and WEI-Roanoke Valley, Inc., a wholly owned subsidiary of WEI, as the sole general partner, and LG&E Roanoke Valley L.P. (“LG&E L.P.”), a limited partnership between LG&E Power Roanoke Incorporated, an indirect wholly owned subsidiary of LG&E Power Inc. (“LPI”), as the sole limited partner, and LG&E Power 16 Incorporated, an indirect wholly owned subsidiary of LPI, as the sole general partner. Under the terms of the General Partnership Agreement (“Partnership Agreement”), after priority allocations to Westmoreland L.P., all income, loss, tax deductions and credits, and cash distributions are allocated approximately 50% to Westmoreland L.P. and 50% to LG&E L.P.

Terms—Terms used herein are defined in Section 1.1 of the Amended and Restated Construction and Term Loan Agreement (the “Credit Agreement”).

Power Sales Agreement—The Venture has entered into two Power Purchase and Operating Agreements (“Power Agreements”) with North Carolina Power Company, a division of Dominion Virginia Power Company (“DVP”), for the sale of all energy produced by the Facilities. Each Power Agreement is for an initial term of 25 years from the respective Commercial Operations Date. Revenue is recognized for these Power Agreements as amounts are invoiced.

Under the terms of the ROVA I Power Agreement, the energy price consists of an Energy Purchase Price (“ROVA I Energy Price”) and a Purchased Capacity Unit Price (“ROVA I CUP”). The ROVA I Energy Price is billed for each kilowatt-hour delivered and is comprised of a Base Fuel Compensation Price (“ROVA I Fuel Price”) and an Operating and Maintenance Price (“ROVA I O&M Price”). The ROVA I Fuel Price is adjusted quarterly and the ROVA I O&M Price is adjusted annually based upon the Gross Domestic Product Implicit Price Deflator Index (“GDPIPD”). The ROVA I CUP is determined by dividing the sum of the applicable capacity components (the Fixed Capacity Component and the O&M Capacity Component) by a three-year rolling average capacity factor (“Average Capacity Factor”) expressed in cents per kilowatt-hour. Annually, on April 1, the O&M Capacity Component is adjusted by the percentage change in the GDPIPD. The Venture recognizes revenue based on the billed ROVA I Energy Price and the ROVA I Delivered Capacity expressed in kilowatt-hours multiplied by the ROVA I CUP. In addition, a notional, off-balance sheet account (the “Tracking Account”) has been established to accumulate differences in actual capacity versus the three-year rolling average capacity to facilitate calculation of Capacity Purchase Payment Adjustments. If the Actual Capacity Factor for any year is less than the Average Capacity Factor, the Tracking Account is decreased and the Venture will recognize additional revenue from the Capacity Purchase Payment Adjustment to the extent of the positive balance in the Tracking Account. If the Actual Capacity Factor for any year is greater than the Average Capacity Factor, the Tracking Account is increased, but no additional revenue is recognized. As of December 31, 2005 and December 31, 2004, the Tracking Account contained a positive balance of $829,022 and $1,168,971, respectively, which is not included in the financial statements.

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Under the terms of the ROVA II Power Agreement, the energy price consists of an Energy Purchase Price (“ROVA II Energy Price”) and a Purchased Capacity Price (“ROVA II Capacity Price”). The ROVA II Energy Price is billed for each kilowatt-hour delivered, reduced by 2.25% for line losses, and is comprised of a Base Fuel Compensation Price (“ROVA II Fuel Price”) and an Operating and Maintenance Price (“ROVA II O&M Price”). The ROVA II Fuel Price is adjusted quarterly and the ROVA II O&M Price is adjusted annually based upon the GDPIPD. The ROVA II Capacity Price is based on the Dispatch Level, Dependable Capacity, and Net Electrical Output, and is comprised of a fixed amount per kilowatt-hour plus a variable amount per kilowatt-hour, which is adjusted annually based upon the GDPIPD. The Venture recognizes revenue based on the billed ROVA II Energy Price and ROVA II Capacity Price.

Energy Services Agreement—The Venture has entered into an Energy Services Agreement (“Energy Agreement”) with Patch Rubber Company for the sale of steam produced by the Facilities. The Energy Agreement is for an initial term of 15 years from the later of the ROVA I Initial Delivery Date or the ROVA II Initial Delivery Date with three five-year renewal options. Under the terms of the Energy Agreement, the volume of steam delivered determines payments to the Venture. The prices of delivered steam will be increased annually based upon the Gross National Product Implicit Price Deflator Index (“GNPIPD”) beginning January 1, 1991, except that such increase shall not exceed 3% per year. The Venture recognizes revenue on steam sales based on the volume of steam delivered.

Cash Equivalents—The Venture considers all highly liquid securities purchased with an original maturity of three months or less to be cash equivalents.

Fuel Inventories—Fuel inventories, which consist primarily of coal, are valued at the lower of cost or market. Cost is determined by the moving weighted average method.

Property, Plant, and Equipment—Depreciation is provided on a straight-line method over the estimated useful lives of the assets except for the ash monofills. The ash monofills are amortized on a cost per ton basis multiplied by tons sent to each monofill. The ash monofills were built as disposal sites for the ash generated during operations.

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        Balance of property, plant, and equipment, at cost, as of December 31, 2005 and 2004, is as follows:

	2005			2004			Useful lives in Years
Land	$	1,009,820		$	1,009,820
Land improvements		300,064			300,064			29
Plant and related equipment, including
capitalized interest of $34,486,000 in 2005 and 2004		335,072,608			332,949,603			5-35
Office equipment		991,144			911,902			5
Ash monofills		2,230,776			2,230,776
Construction-in-progress		8,761			1,007,189
Asset retirement obligation		203,496			203,496			24
Transportation equipment		182,197			182,197			5
Total cost		339,998,866			338,795,047
Less accumulated depreciation		(111,676,101	)		(101,452,301	)
Property, plant, and equipment--net	$	228,322,765		$	237,342,746

Loan Origination Fees—Loan origination fees incurred in conjunction with obtaining the construction and term loan, institutional loan, and bond financing have been capitalized. These costs are being amortized by the straight-line method over the lives of the notes and bonds. Accumulated amortization at December 31, 2005 and 2004 was $9,149,105 and $8,440,671, respectively.

Restricted Assets—Restricted assets represent cash deposits to the Debt Protection Account (“DPA”), the Ash Reserve Account (“Ash”) and the Repair and Maintenance Account (“R&M”) as required by the Credit Agreement. At December 31, 2005 and 2004, the DPA balance was fully funded at $21,724,657 and $20,408,247, respectively. The maximum Ash balance is $600,000, of which $606,009 and $603,276 has been funded by the Venture at December 31, 2005 and 2004, respectively, in accordance with the terms of the Credit Agreement. The maximum R&M balance is $2,200,000 through January 31, 2004, and $2,600,000 thereafter until January 31, 2010, of which $518,330 and $1,543,017 has been funded by the Venture at December 31, 2005 and 2004, respectively, in accordance with the terms of the Credit Agreement. The remaining R&M balance will be funded incrementally on each distribution date until such time as it is fully funded. See Note 3, Long-Term Debt.

Intangible Asset—The Venture paid $215,973 to construct a chiller system physically located on the property of Patch Rubber Company. The Venture has rights to use the system through October 2006. These costs have been amortized on a straight-line basis over the period of nine years. Accumulated amortization was $215,973 and $205,589 at December 31, 2005 and 2004, respectively.

Major Maintenance—The Venture expenses major maintenance costs as incurred.

Income Taxes—The Venture is a partnership and, as such, does not record or pay income taxes. Each Venture partner reports its respective share of the Venture’s taxable income or loss for income tax purposes.

Derivatives—Statement of Financial Accounting Standards (“SFAS”) No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities, SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities, requires that all derivatives be recognized in the financial statements as either assets or liabilities and that they be measured at fair value. Changes in fair value are recorded as adjustments to the assets or liabilities being hedged in Other Comprehensive Income (Loss), or in current earnings, depending on whether the derivative is designated and qualifies for hedge accounting, the type of hedge transaction represented and the effectiveness of the hedge.

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In connection with the adoption of SFAS No.133, SFAS No. 138 and SFAS No.149, the Venture classified its Interest Rate Exchange Agreements (“Swap Agreements”) as cash flow hedges. At December 31, 2005 and 2004, the fair value of the Swap Agreements is recorded as a noncurrent liability of $126,134 and $1,139,311, respectively. The change in fair value is recorded as a component of Other Comprehensive Loss.

Asset Retirement Obligation—In August 2001, FASB issued Statement No. 143, Accounting for Asset Retirement Obligations, and the Venture adopted this statement effective January 1, 2003. Statement No. 143 addresses financial accounting for legal obligations associated with the retirement of long-lived assets. Upon adoption of this statement, the Venture recorded $326,770 of asset retirement obligations in the balance sheet primarily representing the current estimated present value of the Venture’s obligation to perform various clean-up and monitoring activities when the power plants are closed in the future. Of this original amount, $136,822 was recorded as an incremental cost of the underlying property, plant, and equipment. The cumulative effect on earnings of adopting this new statement was a charge to earnings of $189,948, representing the cumulative amounts of depreciation and depletion expenses and changes in the asset retirement obligation due to the passage of time for historical accounting periods. The adoption of the new standard did not have a significant impact on income before cumulative effect of a change in accounting principle for the year ended December 31, 2003.

As of December 31, 2005 and 2004, the Venture’s obligation recorded in Other Noncurrent Liabilities was $400,307 and $374,119, respectively. Changes in the Venture’s asset retirement obligations for the years ended December 2005 and 2004 were:

	2005		2004
Asset retirement obligation - beginning of year	$	374,119	$	349,644
Accretion		26,188		24,475
Asset retirement obligation - end of year	$	400,307	$	374,119

In March 2005, FASB issued FASB Interpretation No. 47 (“FIN 47”), Accounting for Conditional Asset Retirement Obligations – an interpretation of FASB Statement 143. FIN 47 clarifies that a legal obligation to perform an asset retirement activity that is conditional on a future event is within the scope of SFAS No. 143. It also clarifies the meaning of the term “conditional asset retirement obligation” as a legal obligation to perform an asset retirement activity in which the timing and (or) method of settlement are conditional on a future event that may or may not be within the control of the entity. Accordingly, an entity is required to recognize a liability for the fair value of an asset retirement obligation that is conditional on a future event if the liability is reasonably estimated. The interpretation also clarifies when the entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. The adoption of FIN 47 had no material impact on the Venture’s financial position or results of operations.

Use of Estimates—Financial statements prepared in conformity with accounting principles generally accepted in the United States of America require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates.

Reclassification—Certain prior period amounts have been reclassified to conform to the current period presentation.

8

2. FINANCIAL INSTRUMENTS

The Venture is a party to financial instruments with off-balance sheet risk. The counter parties relating to financial instruments anticipate no losses due to nonperformance. Pursuant to SFAS No. 107, Disclosures about Fair Value of Financial Instruments, the Venture is required to disclose the fair value of financial instruments where practicable. The carrying amounts of cash equivalents, accounts receivable, and accounts payable reflected on the balance sheets approximate the fair value of these instruments due to the short duration to maturity. The fair value of long-term debt is based on the interest rates available to the Venture for debt with similar terms and maturities. The fair value of interest rate swaps is based on the quoted market price as provided by the financial institution, which is the counter party to the swap. The fair value of the Institutional Debt is based on the present value of the underlying cash flows using the market interest rate for similar instruments at December 31, 2005 and 2004.

The cost and estimated fair value of the Venture’s financial instruments as of December 31, 2005 and 2004, are as follows:

	2005						2004
	Carrying Value			Fair Value			Carrying Value			Fair Value
Long-term debt	$	(183,595,787	)	$	(192,945,925	)	$	(205,751,724	)	$	(218,836,855	)
Interest rate swaps		(126,133	)		(126,133	)		(1,139,311	)		(1,139,311	)

3. LONG-TERM DEBT

	2005		2004
Notes payable	$	146,835,787	$	168,991,724
Bonds payable		36,760,000		36,760,000
Total		183,595,787		205,751,724
Less current portion		25,593,595		22,155,937
Total long-term debt	$	158,002,192	$	183,595,787

On December 18, 1991, the Venture entered into the Credit Agreement (“Tranche A”) with a consortium of banks (the “Banks”) and an Institutional Lender for the financing and construction of the ROVA I facility. On December 1, 1993, the Credit Agreement was amended and restated (“Tranche B”) to allow for the financing and construction of the ROVA II facility. Under the terms of the Credit Agreement, the Venture is permitted to borrow up to $229,887,000 from the Banks (“Bank Borrowings”), $120,000,000 from an Institutional Lender, and $36,760,000 in tax-exempt facility revenue bonds (“Bond Borrowings”) under two Indenture Agreements with the Halifax County, North Carolina, Industrial Facilities and Pollution Control Financing Authority (“Financing Authority”). The borrowings are evidenced by promissory notes and are secured by land, the Facilities, the Venture’s equipment, inventory, accounts receivable, certain other assets and the assignment of all material contracts. Bank Borrowings amounted to $73,071,787 and $90,791,724 at December 31, 2005 and 2004, respectively and mature in 2008. The Credit Agreement requires interest on the Bank Borrowings at rates set at varying margins in excess of the Banks’ base rate, London Interbank Offering Rate (“LIBOR”) or certificate of deposit rate (“CD”), for various terms from one day to one year in length, each to be selected by the Venture when amounts are borrowed. Interest payments for all elections are generally due at the end of the applicable interest period. However, if such interest period extends beyond a Quarterly Date, then interest is due on each Quarterly Date and at the end of the applicable interest period. During 2005 and 2004, the weighted average interest rate for the outstanding Bank Borrowings was 4.80% and 2.90%, respectively. The interest rate at December 31, 2005 and 2004 was 5.86% and 3.85%, respectively.

9

At the Tranche A Conversion Date (January 31, 1995), Westmoreland L.P. and LG&E L.P. contributed a combined total of $8,571,224 (“Tranche A Equity Funding”) to the Venture to reduce the principal amount of the outstanding Tranche A Bank Borrowings. The remaining principal balance of the Tranche A Bank Borrowings converted into a term loan (“Tranche A Term Loan”). Principal payments under the Tranche A Term Loan are based upon fixed percentages, ranging from 0.75% to 7.55% of the Tranche A Term Loan, and are paid in 38 semiannual installments.

At the Tranche B Conversion Date (October 19, 1995), Westmoreland L.P. and LG&E L.P. contributed a combined total of $9,222,152 (“Tranche B Equity Funding”) to the Venture to reduce the principal amount of the outstanding Tranche B Bank Borrowings. The remaining principal balance of the Tranche B Bank Borrowings converted into a term loan (“Tranche B Term Loan”). Principal payments under the Tranche B Term Loan are based upon fixed percentages, ranging from 0.68% to 7.87% of the Tranche B Term Loan, and are paid in 40 semiannual installments.

Under the terms of the Credit Agreement, interest on the Tranche A Institutional Borrowings is fixed at 10.42% and interest on the Tranche B Institutional Borrowings is fixed at 8.33%. For the combined Institutional Borrowings, the weighted average interest rate for December 31, 2005 and 2004, was 9.78% and 9.73%, respectively.

The Credit Agreement requires repayment of the Tranche A Institutional Borrowings in 38 semiannual installments ranging from $850,000 to $4,250,000. The Credit Agreement requires repayment of the Tranche B Institutional Borrowings in 40 semiannual installments ranging from $294,000 to $6,510,000. At December 31, 2005 and 2004, Institutional Borrowings amounted to $73,764,000 and $78,200,000, respectively.

In accordance with the Indenture Agreement, the Financing Authority issued $29,515,000 of 1991 Variable Rate Demand Exempt Facility Revenue Bonds (“1991 Bond Borrowings”) and $7,245,000 of 1993 Variable Rate Demand Exempt Facility Revenue Bonds (“1993 Bond Borrowings”), the proceeds of which were deposited with the respective Trustee pending reimbursement to the Venture for qualified expenditures. The 1991 Bond Borrowings and the 1993 Bond Borrowings are secured by irrevocable letters of credit in the amounts of $30,058,400 and $7,378,387, respectively, which were issued to the respective Trustee by the Banks. The fees associated with the letters of credit totaled $781,424, $751,449 and $727,053 for the years ended December 31, 2005, 2004 and 2003, respectively. The weighted average interest rate for the outstanding Bond Borrowings was 2.43% and 1.24% for the years ended December 31, 2005 and 2004, respectively. The interest rate at December 31, 2005 and 2004 was 3.10% and 1.62%, respectively. The 1991 Bond Indenture Agreement requires repayment of the 1991 Bond Borrowings in four semi-annual installments of $1,180,600, $1,180,600, $14,757,500, and $12,396,300. The first installment of the 1991 Bond Borrowings is due in January 2008. The 1993 Indenture Agreement requires repayment of the 1993 Bond Borrowings in three semi-annual installments of $1,593,900, $1,811,250, and $3,839,850. The first installment is due in January 2009.

On January 17, 1992, the Venture entered into Interest Rate Exchange Agreements (“Swap Agreements”) with the Banks, which were created for the purpose of securing a fixed interest rate of 8.03% on approximately 63.3% of the Tranche A Bank Borrowings. These Swap Agreements have been classified as cash flow hedges. In return, the Venture receives a variable rate based on LIBOR, which averaged 3.3% and 1.46% during 2005 and 2004, respectively. Under the terms of the Swap Agreements, the difference between the interest at the rate selected by the Venture at the time the funds were borrowed and the fixed interest rate is paid or received quarterly. Swap interest incurred under this agreement was $947,958, $2,229,660 and $3,191,956 for the years ended December 31, 2005, 2004 and 2003.

To ensure performance under the Power Agreement, irrevocable letters of credit in the amounts of $4,500,000 and $1,476,000 were issued to DVP by the Banks on behalf of the Venture for ROVA I and ROVA II, respectively. The fees associated with the letters of credit totaled $89,640, $86,258 and $97,888 for the years ended December 31, 2005, 2004 and 2003, respectively.

10

The debt agreements contain various restrictive covenants primarily related to construction of the Facilities, maintenance of the property, and required insurance. Additionally, the financial covenants include restrictions on incurring additional indebtedness and property liens, paying cash distributions to the partners, and incurring various commitments without lender approval. At December 31, 2005 and 2004, the Venture was in compliance with the various covenants.

Pursuant to the terms of the Credit Agreement, the Venture must maintain a debt protection account (“DPA”). On November 30, 2000, Amendment 6 to the Credit Agreement (“Amendment 6”) was negotiated with the Banks and the full funding level was increased to $22,000,000 and an additional $2,000,000 was funded. Beginning in 2002, additional funding of $1.1 million per year is required through 2008. In 2009, $6.7 million of the $9.7 million contributed from 2000-2008 will be available for partnership distribution. In 2010, the remaining $3 million will be available for partnership distribution and the full funding level reverts back to $20,000,000. At year end, the DPA consists of $21,724,657 in cash (see Note 1, Restricted Assets) and a letter of credit in the amount of $5,000,000.

Balances held in the DPA are available to be used to meet shortfalls of debt service requirements. If the balance in the DPA falls below the required balance, the cash flow from the Facilities must be paid into the DPA until the deficiency is corrected. There were no deficiencies at December 31, 2005 and 2004.

The Credit Agreement requires the Venture to maintain an R&M account. Pursuant to Amendment 6, the Venture was required to increase its maximum funding level from $1.5 million to $2.2 million by January 31, 2004. See Note 1, Restricted Assets. The maximum funding level increased to $2.6 million from January 31, 2004 through January 31, 2010, after which date it reverts back to $2.2 million.

Under the terms of the Credit Agreement, the Venture must maintain an Ash Reserve Account. Pursuant to Amendment 6, the funding level of the Ash Reserve Account was reduced from $1,000,000 to $600,000. See Note 1, Restricted Assets. Also, a provision was made for the funds to be used for debt protection after the funds in the DPA and R&M are exhausted. Should the funds be used for debt protection, or should the Venture receive written notice from the Banks’ independent engineer that construction of a new ash monofill will be required, the funding level will immediately increase to $1,000,000.

Future principal payments on long-term debt at December 31, 2005, are as follows:

Year	Total
2006	$	25,593,595
2007		27,695,661
2008		32,267,731
2009		33,043,950
2010		13,494,850
Thereafter		51,500,000
	$	183,595,787

11

4. COMMITMENTS AND CONTINGENCIES

Coal Supply Agreement—The Venture has entered into two Coal Supply Agreements (“Coal Agreements”) with TECO Coal Corporation (“TECO”). Under the terms of the Coal Agreements, TECO entered into a subcontract with Kentucky Criterion Coal Company (“KCCC”), an affiliate of WEI, to provide 79.5% of the coal requirements under the Coal Agreements. On December 16, 1994, WEI sold the assets of KCCC to Consol of Kentucky, Inc. (“Consol”). TECO consented to the assignment of the subcontract with KCCC to Consol. Each Coal Supply Agreement is for an initial term of 20 years from the respective Commercial Operations Date with two five-year renewal options. Under the terms of the Coal Agreements, the Venture must purchase a combined minimum of 512,500 tons of coal each contract year (“Minimum Quantity”). In the event the Venture fails to purchase the Minimum Quantity in any contract year, the Venture may be liable for actual and direct damages incurred by TECO, up to a maximum of $5 per ton for each ton short for ROVA I or 20% of the current Base Price for each ton short for ROVA II. The Base Price is comprised of the Subject Coal and Subject Transportation and is adjusted annually on July 1 of each contract year based upon the GNPIPD. The average coal cost per ton, including transportation cost, for the years ended December 31, 2005, 2004 and 2003 was $48.59, $49.37 and 48.86, respectively. Coal purchases from TECO for the years ended December 31, 2005, 2004 and 2003 were $20,304,811, $21,049,907 and $20,364,430, respectively.

Lime Supply Agreement—The Venture has entered into two Lime Supply Agreements (“Lime Agreements”) with O. N. Minerals (Chemstone) Corporation. The Lime Agreements were for an initial term of five years from the respective commercial operations dates and have been extended through December 31, 2008. Under the terms of the Lime Agreements, the Venture must purchase the greater of 100% of the Facility’s requirement or 10,000 tons of pebble lime per year for ROVA I and 4,500 tons of hydrated lime per year for ROVA II. The base price is increased annually over the life of the Lime Agreements.

The average lime cost per ton, including transportation cost, for the years ended December 31, 2005, 2004 and 2003 was $86.70, $86.12 and $83.33, respectively. Total purchases and transportation under the agreements were $1,597,170 and $2,067,817 and $1,840,646, respectively, for the years ended December 31, 2005, 2004 and 2003. See Rail Transportation Agreement below for information about contract terms and conditions.

Rail Transportation Agreement—The Coal Rail Transportation Agreement (“Coal Rail Agreement”) is for an initial term of 20 years from the commercial date of ROVA I, with two five-year renewal options. Under the terms of the Coal Rail Agreement, the base rate per ton is adjusted annually for the life of the Coal Rail Agreement. Additionally, the Venture must utilize CSX Transportation (“CSX”) for up to 95% of the coal received by the Facility on an annual basis. Failure to comply with this requirement may result in liquidated damages based on the difference between the 95% contract requirement and tons actually received. Total charges under the Coal Rail Agreement for the years ended December 31, 2005, 2004 and 2003 were $10,564,729, $12,270,821 and $11,071,622, respectively.

The Venture has entered into a Rail Transportation Agreement for the transportation of lime to the Facilities with CSX. The Lime Rail Transportation Agreement (“Lime Rail Agreement”), as amended, extends through June 10, 2008. Under the terms of the Lime Rail Agreement, the base rate per ton is adjusted annually, as determined in the Lime Rail Agreement, each June 11. Additionally, the Venture must utilize CSX for up to 95% of the lime received by ROVA I on an annual basis. Failure to comply with this requirement may result in liquidated damages based on the difference between the 95% contract requirement and the tons actually received. See Lime Supply Agreement above.

12

Property Tax Audit— The Venture is located in Halifax County, North Carolina and is the County’s largest taxpayer. In 2002, the County hired an independent consultant to review and audit personal property tax returns for the previous five years. In May 2002, the County advised the Venture that its returns were being scrutinized for potential underpayment and undervaluation of the property subject to tax. The Venture responded that its valuation was consistent with an agreement reached with the County in 1996. On November 5, 2002, the County assessed the Venture $4.6 million for the years 1997 to 2001. The Venture filed a protest with the Property Tax Commission. On May 26, 2004, the Tax Commission denied the Venture’s protest and issued an order consistent with the County’s assessment. The Venture appealed the Tax Commission’s decision to the North Carolina Court of Appeals on June 24, 2004. In December 2005, the Venture received an adverse ruling from the North Carolina Court of Appeals. The Venture did not appeal this ruling. At December 31, 2005, the Venture has recorded a liability of $10.6 million for this contingency in accounts payable and accrued liabilities on the balance sheet for the tax years 1996 to 2005. The Venture subsequently paid $7.1 million, including penalties and interest, for the 1996 to 2001 tax years. The Venture continues to pursue a challenge of the additional assessment for the remaining tax years.

5. RELATED-PARTY TRANSACTIONS

The Venture entered into an operating agreement with LG&E Power Services LLC, (the “Operator”), an affiliate of LPI, for the operation and maintenance of the Facility and administration of the Venture’s day-to-day operations expiring 25 years after the Commencement Date. The agreement provides for the reimbursement of payroll and other direct costs incurred by the Operator in performance of the agreement, reimbursement of the Operator’s overhead and general and administrative costs based on stated percentages of the reimbursable payroll costs, and a fixed fee. Reimbursed costs and fees incurred under the agreement were $7,176,792, $6,220,711 and $6,494,789 for the years ended December 31, 2005, 2004 and 2003. At December 31, 2005, 2004 and 2003, $393,313, $372,153 and $1,024,307, respectively, were owed to the Operator and are included in accounts payable in the accompanying financial statements.

The Venture incurred various costs that were paid to LPI and its affiliates, primarily relating to venture management fees, financial management, engineering, environmental services, and internal legal fees on behalf of the Venture. Fees incurred totaled $575,149, $580,993 and $415,300, respectively, for the years ended December 31, 2005, 2004 and 2003. At December 31, 2005, 2004 and 2003, $104,994, $131,358 and $129,640, respectively, were owed to LPI and are included in accounts payable in the accompanying financial statements.

The Venture incurred various costs that were paid to WEI primarily relating to venture accounting fees and cost accounting services. Fees paid totaled $276,628, $236,500 and $258,000 for the years ended December 31, 2005, 2004 and 2003, respectively. At December 31, 2005, 2004 and 2003, $14,000, $0 and $0, respectively, were owed to WEI and are included in accounts payable in the accompanying financial statements.

The Venture incurred maintenance costs, which were paid to Westmoreland Technical Services, Inc. (“WTS”). These costs totaled $2,268,902, $2,416,306 and $1,199,437 for the years ended December 31, 2005, 2004 and 2003. At December 31, 2005, 2004 and 2003, $40,053, $319,380 and $8,540, respectively, were owed to WTS and are included in accounts payable in the accompanying financial statements.

6. SALE OF VENTURE

An Interest Purchase Agreement (“Agreement”) is being negotiated between the two partners of the Venture which would provide that an affiliate of Westmoreland L.P. would acquire LG&E L.P.‘s 50% interest in the Venture (the “Acquisition”). The Agreement has been objected to by DVP. The Venture and DVP have reached an agreement in principle, and are currently negotiating a definitive agreement, by which, in exchange for a payment in cash by the Venture, DVP would consent to the Acquisition. The finality of this agreement and the closing date of this transaction are currently unknown.

13

INDEPENDENT AUDITORS’ REPORT

To the Partners of
Westmoreland-LG&E Partners
Louisville, Kentucky

We have audited the accompanying balance sheets of Westmoreland-LG&E Partners (the “Venture”) as of December 31, 2005 and 2004, and the related statements of income and comprehensive income, partners’ capital, and cash flows for each of the three years in the period ended December 31, 2005.  These financial statements are the responsibility of the Venture’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Venture’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of the Venture as of December 31, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Indianapolis, Indiana
March 10, 2006

14

EX-99

Exhibit 99.3

Westmoreland-LG&E Partners

Unaudited Financial Statements
As of June 30, 2006 and December 31, 2005 and for the six months ended June 30, 2006 and 2005

1

Westmoreland-LG&E Partners

Unaudited Balance Sheet
As of June 30, 2006 and December 31, 2005

	June 30, 2006		December 31, 2005
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	21,901,448	$	21,429,618
Accounts receivable		16,542,435		22,843,387
Fuel inventories		1,171,750		1,689,289
Prepaid expenses		551,504		495,344
Total current assets		40,167,137		46,457,638
PROPERTY, PLANT, AND EQUIPMENT--Net		223,392,754		228,322,765
LOAN ORIGINATION FEES--Net		2,668,805		3,023,022
RESTRICTED ASSETS		28,225,700		22,848,995
OTHER ASSETS		387		387
TOTAL	$	294,454,783	$	300,652,807
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	6,307,546	$	17,591,024
Accounts payable - affiliate		808,505		552,360
Interest payable		1,792,794		1,744,469
Current portion of long-term debt		26,497,628		25,593,595
Total current liabilities		35,406,473		45,481,448
LONG TERM DEBT		144,154,362		158,002,192
OTHER NONCURRENT LIABILITIES		414,317		526,440
Total liabilities		179,975,152		204,010,080
COMMITMENTS AND CONTINGENCIES
PARTNERS' CAPITAL:
Westmoreland-Roanoke Valley L.P.		57,305,235		50,932,116
Westmoreland North Carolina Power LLC		57,174,396		--
LG&E-Roanoke Valley L.P.		--		45,836,745
Unrealized loss on derivative instrument		--		(126,134	)
Total partners' capital		114,479,631		96,642,727
TOTAL	$	294,454,783	$	300,652,807

See notes to unaudited financial statements.

2

Westmoreland-LG&E Partners

Unaudited Statements of Operations
For the six-month periods ended June 30, 2006 and 2005

	June 30, 2006			June 30, 2005
Revenues:
Energy	$	55,103,963		$	54,960,773
		55,103,963			54,960,773
Cost and expenses:
Cost of sales		22,777,294			20,406,625
Cost of sales - affiliate		4,005,146			3,670,386
Depreciation, depletion and amortization		5,483,796			5,486,824
Selling and administrative		2,302,517			1,982,412
Selling and administrative - affiliate		399,423			339,780
		34,968,176			31,886,027
Operating income		20,135,787			23,074,746
Other income (expense):
Interest expense		(6,619,172	)		(6,857,504	)
Interest income		995,092			530,813
		(5,624,080	)		(6,326,691	)
Net income	$	14,511,707		$	16,748,055
Other comprehensive income
Unrealized gain on derivative financial instrument		126,134			645,484
Total comprehensive income	$	14,637,841		$	17,393,539

See notes to unaudited financial statements

3

Westmoreland-LG&E Partners

Unaudited Statements of Partner's Capital
For the six-month period ended June 30, 2006 and the year ended December 31, 2005

	Westmoreland-Roanoke Valley L.P.			Westmoreland North Carolina Power, LLC		LG&E Roanoke Valley L.P.			Unrealized Loss on Derivative Instrument			Total
Balance as of December 31, 2004	$	48,906,389		$	--	$	43,853,646		$	(1,139,311	)	$	91,620,724
Net income		12,271,862			--		12,124,201			--			24,396,063
Partner distributions		(10,246,135	)		--		(10,141,102	)		--			(20,387,237	)
Unrealized gain on derivative instrument		--			--		--			1,013,177			1,013,177
Balance as of December 31, 2005		50,932,116			--		45,836,745			(126,134	)		96,642,727
Net income		7,319,456			--		7,192,251			--			14,511,707
Partner distributions		(946,337	)		--		(854,600	)		--			(1,800,937	)
Unrealized gain on derivative instrument		--			--		--			126,134			126,134
Acquisition of LG&E Roankoke Valley L.P.'s       interest by Westmoreland North       Carolina Power, LLC		--			52,174,396		(52,174,396	)		--			--
Capital contributions		--			5,000,000		--			--			5,000,000
Balance as of June 30, 2006 (Unaudited)	$	57,305,235		$	57,174,396	$	--		$	--		$	114,479,631

See notes to unaudited financial statements.

4

Westmoreland-LG&E Partners

Unaudited Statements of Cash Flows
For the six-month periods ended June 30, 2006 and 2005

	June 30, 2006			June 30, 2005
OPERATING ACTIVITIES:
Net income	$	14,511,707		$	16,748,055
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation		5,115,568			5,107,052
Amortization		354,217			366,678
Decrease (increase) in accounts receivable		6,300,953			1,899,442
Decrease (increase) in fuel inventories		517,539			137,821
Decrease (increase) in prepaid expenses		(56,159	)		190,975
Increase (decrease) in accounts payable and accrued liabilities		(11,013,324	)		2,260,315
Increase (decrease) in interest payable		48,326			244,992
Net cash provided by operating activities		15,778,827			26,955,330
INVESTING ACTIVITIES--
Purchases of property, plant, and equipment		(185,557	)		(471,419	)
Increase in restricted assets		(5,376,705	)		644,355
Net cash used in investing activities		(5,562,262	)		172,936
FINANCING ACTIVITIES:
Repayment of notes payable		(12,943,798	)		(11,301,968	)
Capital contributions		5,000,000			--
Partner distributions		(1,800,937	)		(9,138,689	)
Net cash used in financing activities		(9,744,735	)		(20,440,657	)
NET INCREASE IN CASH AND CASH EQUIVALENTS		471,830			6,687,609
CASH AND CASH EQUIVALENTS--Beginning of year		21,429,618			23,547,318
CASH AND CASH EQUIVALENTS--End of period	$	21,901,448		$	30,234,927

See notes to unaudited financial statements.

5

WESTMORELAND-LG&E PARTNERS

NOTES TO UNAUDITED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization—Westmoreland-LG&E Partners (the “Venture”), a Virginia general partnership, was formed to own and operate two cogeneration facilities (the “Facilities”) located in Weldon, North Carolina. The first facility (“ROVA I”) is a 180 megawatt facility and the second facility (“ROVA II”) is a 50 megawatt facility adjacent to ROVA I. The Facilities share certain coal handling, electrical distribution, and administrative equipment. The Facilities produce electric power and steam by burning coal. The steam is sold to a local industrial plant for use in its manufacturing process. ROVA I and ROVA II operate as exempt wholesale generators as determined by the Federal Energy Regulatory Commission (“FERC”). ROVA I commenced commercial operation on May 29, 1994 (Commercial Operations Date). ROVA II commenced commercial operation on June 1, 1995 (Commercial Operations Date).

On June 29, 2006, Westmoreland Coal Company (“Westmoreland”) acquired a 50 percent partnership interest in the 230 MW Roanoke Valley (“ROVA”) power project, officially named Westmoreland-LG&E Partners, located in Weldon, North Carolina from a subsidiary of E.ON U.S. LLC (“E.ON”) – formerly LG&E Energy LLC. The transaction increases Westmoreland’s interest in the Venture to 100%. As part of the same transaction, Westmoreland acquired certain additional assets from LG&E Power Services LLC, a subsidiary of E.ON, consisting primarily of contracts under which Westmoreland will now operate and provide maintenance services to ROVA and four power plants in Virginia. Assets and liabilities are reflected at historical values in the financial statements and do not reflect push-down accounting by Westmoreland.

The partners in the Venture are Westmoreland-Roanoke Valley, L.P. (“Westmoreland L.P.”), a limited partnership between Westmoreland Energy, LLC. (“WEI”), as the sole limited partner, and WEI-Roanoke Valley, Inc., a wholly owned subsidiary of WEI, as the sole general partner, and Westmoreland North Carolina Power LLC, a wholly owned subsidiary of WEI. The partner previous to the acquisition was LG&E Roanoke Valley L.P. (“LG&E L.P.”), a limited partnership between LG&E Power Roanoke Incorporated, an indirect wholly owned subsidiary of LG&E Power Inc. (“LPI”), as the sole limited partner, and LG&E Power 16 Incorporated, an indirect wholly owned subsidiary of LPI, as the sole general partner. Under the terms of the General Partnership Agreement (“Partnership Agreement”), after priority allocations to Westmoreland L.P., all income, loss, tax deductions and credits, and cash distributions are allocated approximately 50% to Westmoreland L.P. and 50% to Westmoreland North Carolina Power LLC.

Terms—Terms used herein are defined in Section 1.1 of the Amended and Restated Construction and Term Loan Agreement (the “Credit Agreement”).

Power Sales Agreement—The Venture has entered into two Power Purchase and Operating Agreements (“Power Agreements”) with North Carolina Power Company, a division of Dominion Virginia Power Company (“DVP”), for the sale of all energy produced by the Facilities. Each Power Agreement is for an initial term of 25 years from the respective Commercial Operations Date. Revenue is recognized for these Power Agreements as amounts are invoiced.

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Under the terms of the ROVA I Power Agreement, the energy price consists of an Energy Purchase Price (“ROVA I Energy Price”) and a Purchased Capacity Unit Price (“ROVA I CUP”). The ROVA I Energy Price is billed for each kilowatt-hour delivered and is comprised of a Base Fuel Compensation Price (“ROVA I Fuel Price”) and an Operating and Maintenance Price (“ROVA I O&M Price”). The ROVA I Fuel Price is adjusted quarterly and the ROVA I O&M Price is adjusted annually based upon the Gross Domestic Product Implicit Price Deflator Index (“GDPIPD”). The ROVA I CUP is determined by dividing the sum of the applicable capacity components (the Fixed Capacity Component and the O&M Capacity Component) by a three-year rolling average capacity factor (“Average Capacity Factor”) expressed in cents per kilowatt-hour. Annually, on April 1, the O&M Capacity Component is adjusted by the percentage change in the GDPIPD. The Venture recognizes revenue based on the billed ROVA I Energy Price and the ROVA I Delivered Capacity expressed in kilowatt-hours multiplied by the ROVA I CUP. In addition, a notional, off-balance sheet account (the “Tracking Account”) has been established to accumulate differences in actual capacity versus the three-year rolling average capacity to facilitate calculation of Capacity Purchase Payment Adjustments. If the Actual Capacity Factor for any year is less than the Average Capacity Factor, the Tracking Account is decreased and the Venture will recognize additional revenue from the Capacity Purchase Payment Adjustment to the extent of the positive balance in the Tracking Account. If the Actual Capacity Factor for any year is greater than the Average Capacity Factor, the Tracking Account is increased, but no additional revenue is recognized. As of June 30, 2006, the Tracking Account contained a positive balance of $829,022, which is not included in the financial statements.

Under the terms of the ROVA II Power Agreement, the energy price consists of an Energy Purchase Price (“ROVA II Energy Price”) and a Purchased Capacity Price (“ROVA II Capacity Price”). The ROVA II Energy Price is billed for each kilowatt-hour delivered, reduced by 2.25% for line losses, and is comprised of a Base Fuel Compensation Price (“ROVA II Fuel Price”) and an Operating and Maintenance Price (“ROVA II O&M Price”). The ROVA II Fuel Price is adjusted quarterly and the ROVA II O&M Price is adjusted annually based upon the GDPIPD. The ROVA II Capacity Price is based on the Dispatch Level, Dependable Capacity, and Net Electrical Output, and is comprised of a fixed amount per kilowatt-hour plus a variable amount per kilowatt-hour, which is adjusted annually based upon the GDPIPD. The Venture recognizes revenue based on the billed ROVA II Energy Price and ROVA II Capacity Price.

Energy Services Agreement—The Venture has entered into an Energy Services Agreement (“Energy Agreement”) with Patch Rubber Company for the sale of steam produced by the Facilities. The Energy Agreement is for an initial term of 15 years from the later of the ROVA I Initial Delivery Date or the ROVA II Initial Delivery Date with three five-year renewal options. Under the terms of the Energy Agreement, the volume of steam delivered determines payments to the Venture. The prices of delivered steam will be increased annually based upon the Gross National Product Implicit Price Deflator Index (“GNPIPD”) beginning January 1, 1991, except that such increase shall not exceed 3% per year. The Venture recognizes revenue on steam sales based on the volume of steam delivered.

Cash Equivalents—The Venture considers all highly liquid securities purchased with an original maturity of three months or less to be cash equivalents.

Fuel Inventories—Fuel inventories, which consist primarily of coal, are valued at the lower of cost or market. Cost is determined by the moving weighted average method.

Property, Plant, and Equipment—Depreciation is provided on a straight-line method over the estimated useful lives of the assets except for the ash monofills. The ash monofills are amortized on a cost per ton basis multiplied by tons sent to each monofill. The ash monofills were built as disposal sites for the ash generated during operations.

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        Balance of property, plant, and equipment, at cost, as of June 30, 2006, is as follows:

	2006			Useful lives in Years
Land	$	1,009,820
Land improvements		300,064			29
Plant and related equipment		335,098,221			5-35
Office equipment		1,064,364			5
Ash monofills		2,230,776
Construction-in-progress		95,485
Asset retirement obligation		203,496			24
Transportation equipment		182,197			5
Total cost		340,184,423
Less accumulated depreciation		(116,791,669	)
Property, plant, and equipment--net	$	223,392,754

Loan Origination Fees—Loan origination fees incurred in conjunction with obtaining the construction and term loan, institutional loan, and bond financing have been capitalized. These costs are being amortized by the straight-line method over the lives of the notes and bonds. Accumulated amortization at June 30, 2006 was $9,503,322.

Restricted Assets—Restricted assets represent cash deposits to the Debt Protection Account (“DPA”), the Ash Reserve Account (“Ash”) and the Repair and Maintenance Account (“R&M”) as required by the Credit Agreement. At June 30, 2006, the DPA balance was fully funded at $27,327,469. The maximum Ash balance is $600,000, of which $610,356 been funded by the Venture at June 30, 2006, in accordance with the terms of the Credit Agreement. The maximum R&M balance is $2,200,000 through January 31, 2004, and $2,600,000 thereafter until January 31, 2010, of which $287,875 has been funded by the Venture at June 30, 2006, in accordance with the terms of the Credit Agreement. The remaining R&M balance will be funded incrementally on each distribution date until such time as it is fully funded. See Note 3, Long-Term Debt.

Intangible Asset—The Venture paid $215,973 to construct a chiller system physically located on the property of Patch Rubber Company. The Venture has rights to use the system through October 2006. These costs have been amortized on a straight-line basis over the period of nine years. Accumulated amortization was $215,973 at June 30, 2006.

Major Maintenance—The Venture expenses major maintenance costs as incurred.

Income Taxes—The Venture is a partnership and, as such, does not record or pay income taxes. Each Venture partner reports its respective share of the Venture’s taxable income or loss for income tax purposes.

Derivatives—Statement of Financial Accounting Standards (“SFAS”) No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities, SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities, requires that all derivatives be recognized in the financial statements as either assets or liabilities and that they be measured at fair value. Changes in fair value are recorded as adjustments to the assets or liabilities being hedged in Other Comprehensive Income (Loss), or in current earnings, depending on whether the derivative is designated and qualifies for hedge accounting, the type of hedge transaction represented and the effectiveness of the hedge.

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In connection with the adoption of SFAS No.133, SFAS No. 138 and SFAS No.149, the Venture classified its Interest Rate Exchange Agreements (“Swap Agreements”) as cash flow hedges. The Swap Agreement was terminated as of June 30, 2006, and all changes in fair value were recorded in Other Comprehensive Income.

Asset Retirement Obligation—In August 2001, FASB issued Statement No. 143, Accounting for Asset Retirement Obligations, and the Venture adopted this statement effective January 1, 2003. Statement No. 143 addresses financial accounting for legal obligations associated with the retirement of long-lived assets and requires the Venture to recognize the fair value of an asset retirement obligation in the period in which that obligation is incurred. The Venture capitalizes the present value of estimated retirement costs as part of the carrying amount of long-lived assets.

As of June 30, 2006, the Venture’s asset retirement obligation recorded in Other Noncurrent Liabilities was $414,317. Changes in the Venture’s asset retirement obligation for the six months ended June 30, 2006 were:

	2006
Asset retirement obligation - beginning of year	$	400,307
Accretion		14,010
Asset retirement obligation - June 30, 2006	$	414,317

The asset retirement obligation represents our estimate of the present value of the cost of closing the power plants in the future.

In March 2005, FASB issued FASB Interpretation No. 47 (“FIN 47”), Accounting for Conditional Asset Retirement Obligations – an interpretation of FASB Statement 143. FIN 47 clarifies that a legal obligation to perform an asset retirement activity that is conditional on a future event is within the scope of SFAS No. 143. It also clarifies the meaning of the term “conditional asset retirement obligation” as a legal obligation to perform an asset retirement activity in which the timing and (or) method of settlement are conditional on a future event that may or may not be within the control of the entity. Accordingly, an entity is required to recognize a liability for the fair value of an asset retirement obligation that is conditional on a future event if the liability is reasonably estimated. The interpretation also clarifies when the entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. The adoption of FIN 47 had no material impact on the Venture’s financial position or results of operations.

Interim Financial Statements — The financial information contained in this Form 8-K/A is unaudited but reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of the financial information for the periods shown. Such adjustments are of a normal recurring nature. The results of operations for such interim periods are not necessarily indicative of results to be expected for the full year.

Use of Estimates—Financial statements prepared in conformity with accounting principles generally accepted in the United States of America require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates.

Reclassification—Certain prior period amounts have been reclassified to conform to the current period presentation.

2. FINANCIAL INSTRUMENTS

The Venture is a party to financial instruments with off-balance sheet risk. The counter parties relating to financial instruments anticipate no losses due to nonperformance. Pursuant to SFAS No. 107, Disclosures about Fair Value of Financial Instruments, the Venture is required to disclose the fair value of financial instruments where practicable. The carrying amounts of cash equivalents, accounts receivable, and accounts payable reflected on the balance sheets approximate the fair value of these instruments due to the short duration to maturity. The fair value of long-term debt is based on the interest rates available to the Venture for debt with similar terms and maturities.

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The cost and estimated fair value of the Venture’s financial instruments as of June 30, 2006, are as follows:

	2006
	Carrying Value			Fair Value
Long-term debt	$	(170,651,990	)	$	(181,319,715	)

3. LONG-TERM DEBT

As of June 30,	2006
Notes payable	$	133,891,990
Bonds payable		36,760,000
Total		170,651,990
Less current portion		26,497,628
Total long-term debt	$	144,154,362

On December 18, 1991, the Venture entered into the Credit Agreement (“Tranche A”) with a consortium of banks (the “Banks”) and an Institutional Lender for the financing and construction of the ROVA I facility. On December 1, 1993, the Credit Agreement was amended and restated (“Tranche B”) to allow for the financing and construction of the ROVA II facility. Under the terms of the Credit Agreement, the Venture is permitted to borrow up to $229,887,000 from the Banks (“Bank Borrowings”), $120,000,000 from an Institutional Lender, and $36,760,000 in tax-exempt facility revenue bonds (“Bond Borrowings”) under two Indenture Agreements with the Halifax County, North Carolina, Industrial Facilities and Pollution Control Financing Authority (“Financing Authority”). The borrowings are evidenced by promissory notes and are secured by land, the Facilities, the Venture’s equipment, inventory, accounts receivable, certain other assets and the assignment of all material contracts. Bank Borrowings amounted to $62,121,990 at June 30, 2006 and mature in 2008. The Credit Agreement requires interest on the Bank Borrowings at rates set at varying margins in excess of the Banks’ base rate, London Interbank Offering Rate (“LIBOR”) or certificate of deposit rate (“CD”), for various terms from one day to one year in length, each to be selected by the Venture when amounts are borrowed. Interest payments for all elections are generally due at the end of the applicable interest period. However, if such interest period extends beyond a Quarterly Date, then interest is due on each Quarterly Date and at the end of the applicable interest period. During the first six months of 2006 and 2005, the weighted average interest rate for the outstanding Bank Borrowings was 6.56% and 4.42%, respectively. The interest rate at June 30, 2006 and 2005 was 7.00% and 4.99%, respectively.

At the Tranche A Conversion Date (January 31, 1995), Westmoreland L.P. and LG&E L.P. contributed a combined total of $8,571,224 (“Tranche A Equity Funding”) to the Venture to reduce the principal amount of the outstanding Tranche A Bank Borrowings. The remaining principal balance of the Tranche A Bank Borrowings converted into a term loan (“Tranche A Term Loan”). Principal payments under the Tranche A Term Loan are based upon fixed percentages, ranging from 0.75% to 7.55% of the Tranche A Term Loan, and are paid in 38 semiannual installments.

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At the Tranche B Conversion Date (October 19, 1995), Westmoreland L.P. and LG&E L.P. contributed a combined total of $9,222,152 (“Tranche B Equity Funding”) to the Venture to reduce the principal amount of the outstanding Tranche B Bank Borrowings. The remaining principal balance of the Tranche B Bank Borrowings converted into a term loan (“Tranche B Term Loan”). Principal payments under the Tranche B Term Loan are based upon fixed percentages, ranging from 0.68% to 7.87% of the Tranche B Term Loan, and are paid in 40 semiannual installments.

Under the terms of the Credit Agreement, interest on the Tranche A Institutional Borrowings is fixed at 10.42% and interest on the Tranche B Institutional Borrowings is fixed at 8.33%. For the combined Institutional Borrowings, the weighted average interest rate for June 30, 2006 and 2005 was 9.77% and 9.78%, respectively.

The Credit Agreement requires repayment of the Tranche A Institutional Borrowings in 38 semiannual installments ranging from $850,000 to $4,250,000. The Credit Agreement requires repayment of the Tranche B Institutional Borrowings in 40 semiannual installments ranging from $294,000 to $6,510,000. At June 30, 2006, Institutional Borrowings amounted to $71,770,000.

In accordance with the Indenture Agreement, the Financing Authority issued $29,515,000 of 1991 Variable Rate Demand Exempt Facility Revenue Bonds (“1991 Bond Borrowings”) and $7,245,000 of 1993 Variable Rate Demand Exempt Facility Revenue Bonds (“1993 Bond Borrowings”), the proceeds of which were deposited with the respective Trustee pending reimbursement to the Venture for qualified expenditures. The 1991 Bond Borrowings and the 1993 Bond Borrowings are secured by irrevocable letters of credit in the amounts of $30,058,400 and $7,378,387, respectively, which were issued to the respective Trustee by the Banks. The fees associated with the letters of credit totaled $341,456 and $345,657 respectively for the six months ended June 30, 2006 and 2005. The weighted average interest rate for the outstanding Bond Borrowings was 4.09% and 2.33%, respectively, at June 30, 2006 and 2005. The interest rate at June 30, 2006 and 2005 was 4.11% and 2.33%, respectively for the 1991 Bond Borrowings and 4.01% and 2.32%, respectively, for the 1993 Bond Borrowings. The 1991 Bond Indenture Agreement requires repayment of the 1991 Bond Borrowings in four semi-annual installments of $1,180,600, $1,180,600, $14,757,500, and $12,396,300. The first installment of the 1991 Bond Borrowings is due in January 2008. The 1993 Indenture Agreement requires repayment of the 1993 Bond Borrowings in three semi-annual installments of $1,593,900, $1,811,250, and $3,839,850. The first installment is due in January 2009.

On January 17, 1992, the Venture entered into Interest Rate Exchange Agreements (“Swap Agreements”) with the Banks, which were created for the purpose of securing a fixed interest rate of 8.03% on approximately 63.3% of the Tranche A Bank Borrowings. These Swap Agreements have been classified as cash flow hedges. In return, the Venture receives a variable rate based on LIBOR, which averaged 4.75% and 2.83%, respectively, during the first six months of 2006 and 2005. Under the terms of the Swap Agreements, the difference between the interest at the rate selected by the Venture at the time the funds were borrowed and the fixed interest rate is paid or received quarterly. Swap interest incurred under this agreement was $124,606 and $605,030, respectively, for the six months ended June 30, 2006 and 2005, respectively.

To ensure performance under the Power Agreement, irrevocable letters of credit in the amounts of $4,500,000 and $1,476,000 were issued to DVP by the Banks on behalf of the Venture for ROVA I and ROVA II, respectively. The fees associated with the letters of credit totaled $53,342 and $53,342, respectively, for the six months ended June 30, 2006 and 2005, respectively.

The debt agreements contain various restrictive covenants primarily related to construction of the Facilities, maintenance of the property, and required insurance. Additionally, the financial covenants include restrictions on incurring additional indebtedness and property liens, paying cash distributions to the partners, and incurring various commitments without lender approval. At June 30, 2006, the Venture was in compliance with the various covenants.

Pursuant to the terms of the Credit Agreement, the Venture must maintain a debt protection account (“DPA”). On November 30, 2000, Amendment 6 to the Credit Agreement (“Amendment 6”) was negotiated with the Banks and the full funding level was increased to $22,000,000 and an additional $2,000,000 was funded. Beginning in 2002, additional funding of $1.1 million per year is required through 2008. In 2009, $6.7 million of the $9.7 million contributed from 2000-2008 will be available for partnership distribution. In 2010, the remaining $3 million will be available for partnership distribution and the full funding level reverts back to $20,000,000. At June 30, 2006, the DPA consists of $27,327,469 in cash (see Note 1, Restricted Assets).

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Balances held in the DPA are available to be used to meet shortfalls of debt service requirements. If the balance in the DPA falls below the required balance, the cash flow from the Facilities must be paid into the DPA until the deficiency is corrected. There were no deficiencies at June 30, 2006.

The Credit Agreement requires the Venture to maintain an R&M account. Pursuant to Amendment 6, the Venture was required to increase its maximum funding level from $1.5 million to $2.2 million by January 31, 2004. See Note 1, Restricted Assets. The maximum funding level increased to $2.6 million from January 31, 2004 through January 31, 2010, after which date it reverts back to $2.2 million.

Under the terms of the Credit Agreement, the Venture must maintain an Ash Reserve Account. Pursuant to Amendment 6, the funding level of the Ash Reserve Account was reduced from $1,000,000 to $600,000. See Note 1, Restricted Assets. Also, a provision was made for the funds to be used for debt protection after the funds in the DPA and R&M are exhausted. Should the funds be used for debt protection, or should the Venture receive written notice from the Banks’ independent engineer that construction of a new ash monofill will be required, the funding level will immediately increase to $1,000,000.

        Future principal payments on long-term debt at June 30, 2006, are as follows:

Year	Total
2006	$	12,649,798
2007		27,695,661
2008		33,597,731
2009		32,868,950
2010		12,339,850
Thereafter		51,500,000
	$	170,651,990

4. COMMITMENTS AND CONTINGENCIES

Coal Supply Agreement—The Venture has entered into two Coal Supply Agreements (“Coal Agreements”) with TECO Coal Corporation (“TECO”). Under the terms of the Coal Agreements, TECO entered into a subcontract with Kentucky Criterion Coal Company (“KCCC”), an affiliate of WEI, to provide 79.5% of the coal requirements under the Coal Agreements. On December 16, 1994, WEI sold the assets of KCCC to Consol of Kentucky, Inc. (“Consol”). TECO consented to the assignment of the subcontract with KCCC to Consol. Each Coal Supply Agreement is for an initial term of 20 years from the respective Commercial Operations Date with two five-year renewal options. Under the terms of the Coal Agreements, the Venture must purchase a combined minimum of 512,500 tons of coal each contract year (“Minimum Quantity”). In the event the Venture fails to purchase the Minimum Quantity in any contract year, the Venture may be liable for actual and direct damages incurred by TECO, up to a maximum of $5 per ton for each ton short for ROVA I or 20% of the current Base Price for each ton short for ROVA II. The Base Price is comprised of the Subject Coal and Subject Transportation and is adjusted annually on July 1 of each contract year based upon the GNPIPD. The average coal cost per ton, including transportation cost, for the six months ended June 30, 2006 and 2005 was $49.62 and $47.29, respectively. Coal purchases from TECO for the six months ended June 30, 2006 and 2005 were $10,390,453 and $10,246,700, respectively.

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Lime Supply Agreement—The Venture has entered into two Lime Supply Agreements (“Lime Agreements”) with O. N. Minerals (Chemstone) Corporation. The Lime Agreements were for an initial term of five years from the respective commercial operations dates and have been extended through December 31, 2008. Under the terms of the Lime Agreements, the Venture must purchase the greater of 100% of the Facility’s requirement or 10,000 tons of pebble lime per year for ROVA I and 4,500 tons of hydrated lime per year for ROVA II. The base price is increased annually over the life of the Lime Agreements.

The average lime cost per ton, including transportation cost, for the six months ended June 30, 2006 and 2005 was $98.15 and $85.93, respectively. Total purchases and transportation under the agreements were $1,237,210 and $1,053,450, respectively, for the six months ended June 30, 2006 and 2005. See Rail Transportation Agreement below for information about contract terms and conditions.

Rail Transportation Agreement—The Coal Rail Transportation Agreement (“Coal Rail Agreement”) is for an initial term of 20 years from the commercial date of ROVA I, with two five-year renewal options. Under the terms of the Coal Rail Agreement, the base rate per ton is adjusted annually for the life of the Coal Rail Agreement. Additionally, the Venture must utilize CSX Transportation (“CSX”) for up to 95% of the coal received by the Facility on an annual basis. Failure to comply with this requirement may result in liquidated damages based on the difference between the 95% contract requirement and tons actually received. Total charges under the Coal Rail Agreement for the six months ended June 30, 2006 and 2005, were $5,959,700 and $5,115,097, respectively.

The Venture has entered into a Rail Transportation Agreement for the transportation of lime to the Facilities with CSX. The Lime Rail Transportation Agreement (“Lime Rail Agreement”), as amended, extends through June 10, 2008. Under the terms of the Lime Rail Agreement, the base rate per ton is adjusted annually, as determined in the Lime Rail Agreement, each June 11. Additionally, the Venture must utilize CSX for up to 95% of the lime received by ROVA I on an annual basis. Failure to comply with this requirement may result in liquidated damages based on the difference between the 95% contract requirement and the tons actually received. See Lime Supply Agreement above.

Property Tax Audit— The Venture is located in Halifax County, North Carolina and is the County’s largest taxpayer. In 2002, the County hired an independent consultant to review and audit personal property tax returns for the previous five years. In May 2002, the County advised the Venture that its returns were being scrutinized for potential underpayment and undervaluation of the property subject to tax. The Venture responded that its valuation was consistent with an agreement reached with the County in 1996. On November 5, 2002, the County assessed the Venture $4.6 million for the years 1997 to 2001. The Venture filed a protest with the Property Tax Commission. On May 26, 2004, the Tax Commission denied the Venture’s protest and issued an order consistent with the County’s assessment. The Venture appealed the Tax Commission’s decision to the North Carolina Court of Appeals on June 24, 2004. In December 2005, the Venture received an adverse ruling from the North Carolina Court of Appeals. The Venture did not appeal this ruling. At December 31, 2005, the Venture had recorded a liability of $10.6 million for this contingency in accounts payable and accrued liabilities on the balance sheet for the tax years 1996 to 2005. During the first quarter of 2006, the Venture paid $7.1 million, including penalties and interest, for the 1996 to 2001 tax years. During the second quarter of 2006, the Venture settled all outstanding personal property assessments for years 2000 to 2005, including interest and penalties, for approximately $3.7 million. Because the Venture had previously accrued for the assessments in its financial statements, there was no material impact on the Venture’s financial statements in the first six months of 2006 as a result of the settlement.

5. RELATED-PARTY TRANSACTIONS

The Venture entered into an operating agreement with LG&E Power Services LLC, (the “Operator”), an affiliate of LPI, for the operation and maintenance of the Facility and administration of the Venture’s day-to-day operations expiring 25 years after the Commencement Date. The agreement provides for the reimbursement of payroll and other direct costs incurred by the Operator in performance of the agreement, reimbursement of the Operator’s overhead and general and administrative costs based on stated percentages of the reimbursable payroll costs, and a fixed fee. Reimbursed costs and fees incurred under the agreement were $3,090,014 and $3,003,802, respectively for the six months ended June 30, 2006 and 2005. At June 30, 2006, $731,414 was owed to the Operator and is included in accounts payable-affiliate party in the accompanying financial statements.

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The Venture incurred various costs that were paid to LPI and its affiliates, primarily relating to venture management fees, financial management, engineering, environmental services, and internal legal fees on behalf of the Venture. Fees incurred totaled $263,923 and $210,780, respectively, for the six months ended June 30, 2006 and 2005. At June 30, 2006, $55,591 was owed to LPI and is included in accounts payable-affiliated party in the accompanying financial statements.

The Venture incurred various costs that were paid to WEI primarily relating to venture accounting fees and cost accounting services. Fees incurred totaled $135,550 and $129,000, respectively for the six months ended June 30, 2006 and 2005. At June 30, 2006, $21,500 was owed to WEI and is included in accounts payable-affiliated party in the accompanying financial statements.

The Venture incurred maintenance costs, which were paid to Westmoreland Technical Services, Inc. (“WTS”). These costs totaled $915,132 and $666,584, respectively, for the six months ended June 30, 2006 and 2005. At June 30, 2006, $0 was owed to WTS.

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EX-99

Exhibit 99.4

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma combined statements of operations for the six months ended June 30, 2006 and year ended December 31, 2005 are based on the historical financial statements of Westmoreland Coal Company and Westmoreland LG&E Partners after giving effect to the acquisition of Westmoreland LG&E Partners using the purchase method of accounting and applying the assumptions and adjustments described in the accompanying notes to the unaudited pro forma combined financial statements. The pro forma statements of operations data have been prepared assuming the acquisition had occurred as of January 1, 2005.

The acquisition has been accounted for under the purchase method of accounting in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, Business Combinations. Under the purchase method of accounting, the total estimated purchase price, calculated as described in Note 2 to these unaudited pro forma combined financial statements, is allocated to the net tangible and intangible assets acquired and liabilities assumed of Westmoreland LG&E Partners in connection with the acquisition, based on their estimated fair values. Management has made a preliminary allocation of the estimated purchase price to the tangible and intangible assets acquired and liabilities assumed based on various preliminary estimates. The allocation of the estimated purchase price is preliminary pending finalization of those estimates and analyses. Final purchase accounting adjustments may differ materially from the pro forma adjustments presented herein.

The unaudited pro forma combined financial statements have been prepared by management for illustrative purposes only and are not necessarily indicative of the combined results of operations in future periods or the results that actually would have been realized had Westmoreland Coal Company and Westmoreland LG&E Partners been a combined company during the specified periods. The pro forma adjustments are based on the preliminary information available at the time of the preparation of this document. The unaudited pro forma combined financial statements, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with, Westmoreland Coal Company’s historical consolidated financial statements included in its Form 10-Q as of and for the six months ended June 30, 2006 and Amendment No. 1 to Westmoreland’s Annual Report on Form 10-K for the year ended December 31, 2005, and Westmoreland LG&E Partners’s historical financial statements for the year ended December 31, 2005 and for the six months ended June 30, 2006, which are included as Exhibit 99.2 and Exhibit 99.3 to this Form 8-K/A.

1

Unaudited Pro Forma Combined Statements of Operations of Westmoreland Coal Company and
Westmoreland LG&E Partners
For the six months ended June 30, 2006
(In thousands, except for per share data)

	Historical				Pro Forma
	Westmoreland Coal Company		Westmoreland LG&E Partners		Adjustments			Combined
Revenues:
Coal	$	186,252	$	-	$	-		$	186,252
						(14,084)	(a)
Energy		-		55,104		338	(b)		41,358
Independent power projects - equity in earnings		7,461		-		(7,220)	(c)		241
		193,713		55,104		(20,966)			227,851
Cost and expenses:
Cost of sales - coal		146,216		-		-	-		146,216
Cost of sales - energy		-		26,782		-			26,782
						785	(d)
						(443)	(e)
Depreciation, depletion and amortization		11,833		5,484		(177)	(f)		17,482
Selling and administrative		19,280		2,702		-			21,982
Heritage health benefit expenses		14,100		-		-			14,100
Loss (gain) on sales of assets		(4,946)		-		-			(4,946)
		186,483		34,968		165			221,616
Operating income		7,230		20,136		(21,131)			6,235
Other income (expense):
						(1,650)	(g)
						414	(h)
Interest expense		(5,464)		(6,619)		(523)	(i)		(13,842)
Interest income		2,213		995		-			3,208
Minority interest		(1,209)		-		-			(1,209)
Other income		649		-		-			649
		(3,811)		(5,624)		(1,759)			(11,194)
Income (loss) before income taxes		3,419		14,512		(22,890)			(4,959)
Income tax expense		(520)		-		(58)	(j)		(578)
Net income (loss)		2,899		14,512		(22,948)			(5,537)
Less preferred stock dividend requirements		824		-		-			824
Less premium on conversion of preferred stock to common stock		549		-		-			549
Net income (loss) applicable to common shareholders	$	1,526	$	14,512	$	(22,948)		$	(6,910)
Net income (loss) per share applicable to common shareholders:
Basic	$	0.18						$	(0.81)
Diluted	$	0.17						$	(0.81)
Weighted average number of common shares outstanding - basic		8,530							8,530
Weighted average number of common shares outstanding - diluted		9,041							9,041

See Notes to Unaudited Pro Forma Combined Financial Statements

2

Unaudited Pro Forma Combined Statements of Operations of Westmoreland Coal Company and
Westmoreland LG&E Partners
For the year ended December 31, 2005
(In thousands, except for per share data)

	Historical				Pro Forma
	Westmoreland Coal Company		Westmoreland LG&E Partners		Adjustments			Combined
Revenues:
Coal	$	361,017	$	-	$	-		$	361,017
						(29,022)	(a)
Energy		-		109,991		707	(b)		81,676
Independent power projects - equity in earnings		12,727		-		(12,272)	(c)		455
		373,744		109,991		(40,587)			443,148
Cost and expenses:
Cost of sales - coal		288,728		-		-	-		288,728
Cost of sales - energy		-		50,835		-			50,835
						1,404	(d)
						(888)	(e)
Depreciation, depletion and amortization		21,603		10,969		(359)	(f)		32,729
Selling and administrative		35,103		11,288		-			46,391
Heritage health benefit expenses		27,524		-		-			27,524
Loss (gain) on sales of assets		67		-		-			67
		373,025		73,092		157			446,274
Operating income (loss)		719		36,899		(40,744)			(3,126)
Other income (expense):
						(3,300)	(g)
						824	(h)
Interest expense		(10,948)		(13,778)		(1,057)	(i)		(28,259)
Interest income		3,523		1,275		-			4,798
Minority interest		(950)		-		-			(950)
Other income		1,727		1,013		-			2,740
		(6,648)		(11,490)		(3,533)			(21,671)
Loss before income taxes		(5,929)		25,409		(44,277)			(24,797)
Income tax expense		(2,667)		-		(116)	(j)		(2,783)
Net income (loss) before cumulative effect of change in accounting principle		(8,596)		25,409		(44,393)			(27,580)
Cumulative effect of change in accounting principle		2,662		-		-			2,662
Net income (loss)		(5,934)		25,409		(44,393)			(24,918)
Less preferred stock dividend requirements		1,744		-		-			1,744
Net income (loss) applicable to common shareholders	$	(7,678)	$	25,409	$	(44,393)		$	(26,662)
Net loss per share applicable to common shareholders before cumulative effect of change in accounting principle:
Basic	$	(1.25)						$	(3.54)
Diluted	$	(1.25)						$	(3.54)
Income per share applicable to common shareholders from cumulative effect of change in accounting principle:
Basic		0.32							0.32
Diluted		0.30							0.30
Net income per share applicable to common shareholders:
Basic	$	(0.93)						$	(3.22)
Diluted	$	(0.93)						$	(3.22)
Weighted average number of common shares outstanding - basic		8,280							8,280
Weighted average number of common shares outstanding - diluted		8,868							8,868

See Notes to Unaudited Pro Forma Combined Financial Statements

3

Notes to Unaudited Pro Forma Combined Financial Statements

(1)   Basis of Pro Forma Presentation

On June 29, 2006 the Company completed the acquisition of a 50 percent partnership interest in the 230 MW Roanoke Valley (“ROVA”) power project located in Weldon, North Carolina from a subsidiary of E.ON U.S. LLC (“E.ON”) – formerly LG&E Energy LLC. As a result, the Company now owns 100 percent of the two-unit, coal-fired project.

The Company has also acquired certain additional assets including operating agreements from LG&E Power Services LLC, another subsidiary of E.ON U.S., under which it will now operate and provide maintenance services to the ROVA project and four other power plants in Virginia.

The Company paid $27.5 million in cash at closing, and assumed, through the Westmoreland subsidiary purchasing the ROVA interest, E.ON’s share of non-recourse project debt in the amount of $85.3 million. The Company also paid a $2.5 million consent fee to Dominion Virginia Power in exchange for its agreement to waive its claim to a right of first refusal to acquire E.ON U.S.‘s interest in ROVA. In addition, the Company has accumulated $0.3 million of direct acquisition costs. The Company was also required to contribute $5.0 million which was deposited into ROVA’s debt protection account to replace a letter of credit previously provided by E.ON.

The unaudited Pro Forma Combined Statement of Operations for the six months ended June 30, 2006 includes the historical results of operations for Westmoreland Coal Company and Westmoreland-LG&E Partners for the six months ended June 30, 2006, adjusted for the pro forma effects of the Westmoreland-LG&E Partners acquisition assuming the acquisition occurred on January 1, 2006.

The unaudited Pro Forma Combined Statement of Operations for the year ended December 31, 2005 includes the historical results of operations for Westmoreland Coal Company and Westmoreland-LG&E Partners for the year ended December 31, 2005, adjusted for the pro forma effects of the Westmoreland-LG&E Partners acquisition assuming the acquisition occurred on January 1, 2005.

(2)   Revenue Recognition

ROVA’s historical accounting policy for revenue recognition has been to record revenue as amounts were invoiced pursuant to the provisions of the power sales agreements. The power sales agreements were entered into prior to the effective date of EITF 91-06 “Revenue Recognition of Long-Term Power Sales Contracts”. Accordingly, the agreements were not subject to the accounting requirements of that consensus. The agreements also were entered into prior to the effective date of the consensus of EITF 01-08 “Determining Whether an Arrangement Contains a Lease”, and accordingly were not subject to the accounting requirement of that consensus.

Upon the acquisition of the remaining 50% interest in ROVA, the power sales agreements are considered to be within the scope of EITF 01-08. Under the provisions of EITF 01-08 the power sales arrangements are considered to contain a lease within the scope of SFAS No. 13, “Accounting for Leases”. The lease is classified as an operating lease, and as a result, the Company will recognize revenue for future capacity payments on a straight-line basis over the remaining term of the power sales agreements. The capacity payments that ROVA receives are higher in the first 15 years of the power sales agreements, but decrease for the remaining 10 years of the agreements.

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(3)   Purchase Price

The unaudited pro forma combined financial statements assume that the total consideration paid for the ROVA acquisition is $30.3 million.

The total purchase price of the ROVA acquisition is as follows (in millions):

Cash	$	27.5
Consent fee		2.5
Direct acquisition costs		0.3
Total purchase price	$	30.3

(4)   Financing of Acquisition

The Company financed the acquisition and debt protection account deposit with a $30 million bridge loan facility from SOF Investments, LP (“SOF”), a $5 million term loan with First Interstate Bank, and with corporate funds.

The SOF bridge loan has a one-year term extendable to four years at the option of the Company. The loan has an interest rate of LIBOR plus 4% (currently 9.6 % per annum). The Company also paid SOF a 1% closing fee. If the Company elects to extend the loan beyond its initial one-year term, it will be required to issue warrants to purchase 150,000 shares of the Company’s common stock to SOF at a premium of 15% to the then current stock price. These warrants would be exercisable for a three-year period from the date of issuance. The loan is secured by a pledge of the semi-annual cash distributions from ROVA commencing in January 2007 as well as by pledges from the Company’s subsidiaries that directly or indirectly acquired the operating agreements.

The $5 million term loan with First Interstate Bank has a one-year term expiring June 29, 2007. Interest is payable at the Bank’s prime rate (currently 8.25% per annum).

The unaudited pro forma combined financial statements assume that, in addition to the consideration paid, Westmoreland incurred approximately $1.4 million of debt acquisition costs, which will be amortized over the term of the related debt.

The Company is subject to interest rate risk on its debt obligations. The Company’s $30 million bridge loan facility and the $5 million term loan with First Interstate Bank have a variable rate of interest indexed to either the prime rate or LIBOR. A change in the interest rates of 0.125% would impact pro forma operating income by approximately $44,000 on an annual basis.

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(5)   Pro Forma Adjustments

The accompanying unaudited pro forma combined financial statements for the six months ended June 30, 2006 and the year ended December 31, 2005 have been adjusted as follows:

a To adjust revenue historically recognized by Westmoreland-LG&E Partners to recognize capacity payments received on a straight-line basis (see Note 2).

b To record the amortization of intangible assets and liabilities relating to the power sales and utility operating sales agreements over the life of the agreements.

c To eliminate equity earnings of Westmoreland-LG&E Partners recorded by Westmoreland Coal Company.

d To record the amortization of intangible assets relating to the coal purchase agreements over the life of the agreements.

e To adjust the depreciation expense of the property, plant and equipment acquired as a result of adjustments to record the property, plant and equipment at fair market value.

f To adjust the amortization of deferred financing costs on ROVA's existing project debt.

g To record interest expense on the debt obtained to finance the ROVA acquisition (see note 4).

h To record the amortization of debt premium resulting from the purchase price adjustment to record the project debt at fair market value.

i To record the amortization of deferred financing costs relating to lender consent fees and the $30 million bridge loan facility.

j To record income tax expense at Westmoreland Coal Company's estimated effective tax rate subsequent to the acquisition.

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