PEABODY ENERGY GENERATION HOLDING COMPANY



                                     BY-LAWS



                                ARTICLE I OFFICES



         Section 1. The registered office shall be in the City of Wilmington,

County of New Castle, State of Delaware.



         Section 2. The corporation may also have offices at such other places

both within and without the State of Delaware as the board of directors may from

time to time determine or the business of the corporation may require.



                                   ARTICLE II



                            MEETINGS OF STOCKHOLDERS



         Section 1. All meetings of the stockholders for the election of

directors shall be held in the City of St. Louis, Missouri or at such place as

may be fixed from time to time by the board of directors, or at such other place

either within or without the State of Delaware as shall be designated from time

to time by the board of directors and stated in the notice of the meeting.

Meetings of stockholders for any other purpose may be held at such time and

place, within or without the State of Delaware, as shall be stated in the notice

of the meeting or in a duly executed waiver of notice thereof



         Section 2. Annual meetings of stockholders, commencing with the year

2002, the Annual Meeting, shall be held on the second Tuesday of April, if not a

legal holiday, and if a legal holiday, then on the next secular day following,

at 10:00 AM, or at such other date and time as shall be designated from time to

time by the board of directors and stated in the notice of the meeting, at which

they shall elect by a plurality vote a board



                                        1







of directors, and transact such other business as may properly be brought before

the meeting.



         Section 3. Written notice of the annual meeting stating the place, date

and hour of the meeting shall be given to each stockholder entitled to vote at

such meeting not less than ten days nor more than thirty days before the date of

the meeting.



         Section 4. The officer who has charge of the stock ledger of the

corporation shall prepare and make, at least ten days before every meeting of

stockholders, a complete list of the stockholders entitled to vote at the

meeting, arranged in alphabetical order, and showing the address of each

stockholder and the number of shares registered in the, name of each

stockholder. Such list shall be open to the examination of any stockholder, for

any purpose germane to the meeting, during ordinary business hours, for a period

of at least ten days prior to the meeting, either at a place within the city

where the meeting is to be held, which place shall be specified in the notice of

the meeting, or, if not so specified, at the place where the meeting is to be

held., The list shall also be produced and kept at the time and place of the

meeting during the whole time thereof, and may be inspected by any stockholder

who is present.



         Section 5. Special meetings of the stockholders, for any purpose or

purposes, unless otherwise prescribed by statute or by the certificate of

incorporation, may be called by the president and shall be called by the

president or secretary at the request in writing of a majority of the board of

directors, or at the request in writing of stockholders owning a majority in

amount of the entire capital stock of the corporation issued and outstanding and

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