Exhibit 3.49(a)

CERTIFICATE OF INCORPORATION

OF

AMAX COAL SALES COMPANY

           FIRST:   The name of the Corporation is Amax Coal Sales Company.

           SECOND:   Its registered office in the State of Delaware is located at No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

           THIRD:   The nature of the business or purposes to be conducted or promoted are:

                     (a) To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

                     (b) In general, to carry on all businesses in connection with the foregoing, and do all things necessary, proper, advisable, convenient for, or incidental to the accomplishment of the foregoing purposes.

                     The Corporation, its directors and stockholders, shall have and may exercise all of the powers now or hereafter conferred by the laws of the State of Delaware and acts amendatory thereof or supplemental thereto upon corporations formed under the General Corporation Law of the State of Delaware.

           FOURTH:   The total number of shares of stock which the Corporation shall have authority to issue is one thousand (1,000) and the par value of each of such shares is One Hundred Dollars ($100) amounting in the aggregate to One Hundred Thousand Dollars ($100,000).

           FIFTH:   The name and mailing address of the incorporator is as follows:

NAME

Raymond J. Cooke MAILING ADDRESS

AMAX Center
Greenwich, Connecticut 06930

           SIXTH:   The board of directors is expressly authorized to make, alter or repeal the by-laws of the Corporation.

           SEVENTH:   Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be Summoned in such manner as the said court directs. If a majority in number representing three?fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

           EIGHTH:   Elections of directors need not be by ballot unless the by?laws of the Corporation shall so provide.

          I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand and seal this 15th day of March A.D. 1984.

                                                      (SEAL)

STATE OF CONNECTICUT

COUNTY OF FAIRFIELD )

)

          BE IT REMEMBERED that on this 15th day of March A.D. 1984, personally came before me, a Notary Public for the State Of Connecticut, Raymond J. Cooke, the party to the foregoing Certificate of Incorporation, known to me personally to be such, and acknowledged the said Certificate of Incorporation to be his act and deed and that the facts therein stated are truly set forth.

           GIVEN under my hand and seal of office the day and year aforesaid.

S\ Illegible                                           
Notary Public

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

AMAX COAL SALES COMPANY

          Amax Coal Sales Company, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

           FIRST:   That the sole Director of said corporation, by written consent, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said Corporation:

           RESOLVED: That this Board proposes and declares advisable that the Corporation's Certificate of Incorporation be amended by adding an Article numbered "NINTH" which Article shall be and read as follows:

           "NINTH". To the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this Article shall not result in any liability for a director with respect to any action or omission occurring prior to such repeal or modification.

           SECOND:   That in lieu of a meeting and the vote of the sole stockholder, the stockholder has given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

           THIRD:   That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

          IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by David George Ball, as Vice President, and attested by Raymond J. Cooke, its Assistant Secretary, this 30th day of October 1986.

Amax Coal Sales Company


S\ David George Ball                                           
David George Ball
Vice President

ATTEST:


By: S\ Raymond J. Cooke          
Raymond J. Cooke Assistant Secretary

CERTIFICATE OF MERGER

OF

AYRSHIRE COLLIERIES CORPORATION AND FINACOAL INC.

INTO

AMAX COAL SALES COMPANY

* * * * * * * *

          The undersigned corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

          DOES HEREBY CERTIFY:

           FIRST:   That the name and state of incorporation of each of the constituent corporations of the merger is as follows:

NAME

Amax Coal Sales Company
Ayrshire Collieries Corporation
Finacoal Inc. STATE

Delaware
Delaware
Delaware

           SECOND:   That an agreement of merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of section 251 of the General Corporation Law of the State of Delaware.

           THIRD:   The name of the surviving corporation of the merger is Amax Coal Sales Company.

           FOURTH:   That the Certificate of Incorporation of Amax Coal Sales Company, a Delaware corporation which will survive the merger, shall be the Certificate of Incorporation of the surviving corporation.

           FIFTH:   That the executed agreement of merger is on file at the principal place of business of the surviving corporation. The address of the principal place of business of the surviving corporation is 251 North Illinois Street, Indianapolis, IN 46206-0967.

           SIXTH:   That a copy of the agreement of merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

DATED: January 30, 1990

AMAX COAL SALES COMPANY


By S\ Helen M. Feeney                                           
Vice President

ATTEST:

By: S\ Illegible                                
Assistant Secretary

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

AMAX COAL SALES COMPANY

          1.      The name of the Corporation (hereinafter called the "Corporation") is Amax Coal Sales Company.

          2.      The Certificate of Incorporation of the Corporation is hereby amended by changing the first Article thereof so that, as amended, said Article shall read as follows:

"1.     The name of the corporation is: Midwest Coal Sales Company."

          3.      The Amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 228 and 242 of the General Corporation Law of the State of Delaware.

          4.      The effective date of the Amendment herein certified shall be the date of filing.

           Dated this the 29th day of June, 1998.

AMAX COAL SALES COMPANY


BY: /s/ William H. Haselhoff                                
TITLE: Vice President of Administration