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This Amendment No. 1 on Form 8-K/A (the “Amendment Filing”) is an amendment to the Current Report on Form 8-K that Westmoreland Coal Company (the “Company”) filed on March 15, 2011. This Amendment Filing is being filed to update the terms of the performance-based portion of the LTIP following a meeting of the Compensation and Benefits Committee at which meeting the committee approved an adjustment to the performance-based award performance criterion. There have been no changes to Item 2.02 or Exhibits 99.1 and 99.2, and as such, Item 2.02 has not been restated and the exhibits have not been refiled. The other disclosures in Item 5.02 are restated without revision.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Adoption of New Annual Incentive Policy and Long-Term Incentive Policy

At a meeting of the Compensation and Benefits Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company held on March 9, 2011, the Committee adopted the Annual Incentive Policy (AIP)/ Long Term Incentive Policy (LTIP) Policy (the “Policy”). The Policy, which encompasses two separate programs, is effective as of January 1, 2011. All stock-based awards under the Policy will be granted under the Amended and Restated 2007 Equity Incentive Plan for Employees and Non-Employee Directors. The combined goal of the AIP and the LTIP is to provide a balance of performance based-compensation that rewards performance over both a one-year and three-year time horizon. The Policy was filed as Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed on March 11, 2011 and is incorporated herein by reference.

LTIP. The primary objectives of the LTIP include: (i) aligning the interests of the named executive officers with those of the Company’s shareholders; (ii) increasing named executive officer stock ownership consistent with the Company’s stock ownership guidelines; and (iii) ensuring sound risk management by rewarding sustained performance over a longer time horizon.

Awards under the LTIP will consist of equity at the time of grant. For 2011, the LTIP will include both time-based and performance-based awards. Time-based awards will vest in equal annual installments over a three-year period based on completion of the service requirement. Performance-based awards will be earned to the degree that performance achievement relative to the pre-established goal is achieved. The 2011 performance-based awards vest at the end of the three-year period.  The measurement for the performance-based award will be the Company’s achievement of a three-year cumulative free cash flow measure.

On March 9, 2011, the Committee approved the following LTIP awards for April 1, 2011 for the Company’s named executive officers.

Long-Term Incentive Awards for 2011

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AIP. The primary objectives of the AIP include: (i) aligning the interests of the named executive officers with the Company’s performance goals; (ii) providing competitive total compensation opportunities; and (iii) ensuring annual compensation incentives appropriately balance risk (i.e. do not unintentionally reward inappropriate short-term risk taking).

Under the AIP, the Company’s named executive officers are eligible to receive annual cash incentive awards. Each named executive officer’s cash incentive award is set at a target amount (the “Target Award”) determined by the Committee or by the Board for the CEO and are defined as a percentage of the individual’s base salary for the year. The Committee and the Board may grant cash incentives in excess of 100% of an individual’s base salary in its sole discretion for the qualitative goals that measure personal performance. Payout under the AIP for financial goals is capped at 200%. Depending on the named executive officer, the AIP award is split between corporate financial goals measured by operating income and free cash flow, mine-level financial goals and qualitative personal goals.

The following table sets forth the Target Award amounts for each named executive officer for 2011.

Target Annual Incentive Bonuses for 2011

Chief Executive Officer Compensation

On March 9, 2011, the Board awarded Mr. Keith E. Alessi, the Chief Executive Officer and President, the following compensation package for 2011:

In addition, on March 9^th, the Board awarded to Mr. Alessi for exemplary work an AIP payout for fiscal year 2010 of $882,240, which reflected 135% financial payout and approximately 235% individual performance payout. The Board approved the issuance of $400,000 worth of Mr. Alessi’s 2010 AIP payout in the form of a grant on March 15, 2011 of unrestricted fully-vested common stock of the Company, valued at the fair market value of the common stock of the Company as of the close of business on March 15^th, issued net of all applicable taxes out of the Amended and Restated 2007 Equity Incentive Plan for Employees and Non-Employee Directors.

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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: April 7, 2011

By: /s/ Kevin Paprzycki            
Kevin Paprzycki
Chief Financial Officer and Treasurer

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