As filed with the Securities and Exchange Commission on August 4, 2011.November 20, 2015

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FormFORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CONSOL Energy Inc.ENERGY INC.

(Exact name of registrantRegistrant as specified in its charter)

See Table Of Additional Registrants Below

P. Jerome Richey

Executive Vice President—Corporate Affairs,

Chief Legal Officer and Secretary

CONSOL Energy Inc.

CNX Center

1000 CONSOL Energy Drive

Canonsburg, PAPennsylvania 15317

724-485-4000(724) 485-4000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Stephen W. Johnson

Executive Vice President and Chief Administrative Officer

CONSOL Energy Inc.

1000 CONSOL Energy Drive

Canonsburg, Pennsylvania 15317

(724) 485-4000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

CopiesCopy to:

Buchanan IngersollDavid J. Miller

Latham & Rooney PCWatkins LLP

Lewis U. Davis, Jr.811 Main Street, Suite 3700

One Oxford Centre, 20th FloorHouston, Texas 77002

301 Grant Street(713) 546-5400

Pittsburgh, PA 15219

(412) 562-8800

Approximate date of commencement of proposed sale of the securities to the publicpublic:: As soon as practicable after the effective date of this registration statement becomes effective.Registration Statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

CALCULATION OF REGISTRATION FEE

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

TABLE OF ADDITIONAL REGISTRANTSREGISTRANT GUARANTORS

The following are additional registrants that will guarantee the debt securities registered hereby:

Each additional registrant is a direct or indirect subsidiary of CONSOL Energy Inc. The address and telephone number of each additional registrant’s principal office is c/o CONSOL Energy Inc., 1000 CONSOL Energy Drive, Canonsburg, PA 15317, telephone (724) 485-4000. The name, address and telephone number of the agent for service for each additional registrant is P. Jerome Richey, Executive Vice President—Corporate Affairs and Chief Legal Officer and Corporate Secretary, CONSOL Energy Inc., 1000 CONSOL Energy Drive, Canonsburg, PA 15317, telephone (724) 485-4000.

The information in this preliminary prospectus is not complete and may be changed. We may not sell thesethe securities described herein until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell thesethe securities described herein and it is not soliciting an offer to buy thesesuch securities in any statejurisdiction where the offer or salesuch declared offering is not permitted.

SUBJECT TO COMPLETION, DATED August 4, 2011NOVEMBER 20, 2015

PRELIMINARY PROSPECTUS

Consol

CONSOL Energy Inc.

Offer to Exchange

$250,000,000Up to $500,000,000 of

8.000% Senior Notes due 2023 (CUSIP Nos. 20854P AM1 and U20892 AF9)

that Have Not Been Registered Under

the Securities Act of 1933, as amended

for

Up to $500,000,000 of

8.000% Senior Notes due 2023

that Have Been Registered Under

the Securities Act of 1933, as amended

The exchange offer and related withdrawal rights will expire at 5:00 p.m., New York City time, on                     , unless extended.

We are offering to exchange (the “exchange offer”) up to $500 million aggregate principal amount of 6.375%our new 8.000% Senior Notes Due 2021

for

$250,000,000 aggregate principal amount of 6.375% Senior Notes Due 2021

thatdue 2023, which have been registered under the Securities Act of 1933, as amended

The exchange offer will expire at 5:00 p.m.,

New York City time, on                      (the “Securities Act”), 2011, unless earlier terminated or extended.

CONSOL Energy Inc. hereby offers, upon the terms and subjectwhich we refer to the conditions set forth in this prospectus (which constituteas the “exchange offer”), to exchange up to $250,000,000 aggregate principal amount“new notes,” for any and all of its registered 6.375%our outstanding unregistered 8.000% Senior Notes due 2021, which it refers to as the “exchange notes,” for a like principal amount of its outstanding 6.375% Senior Notes due 2021, which it refers to as the “original notes.” The term “note” or “notes” in this prospectus refers collectively to the original notes and the exchange notes.

The terms of the exchange notes are substantially identical to the terms of the original notes in all material respects, except that the exchange notes are registered under the Securities Act of 1933, as amended, which is2023, referred to in this prospectus as the “old notes.” We issued the old notes on March 30, 2015 in a transaction not requiring registration under the Securities Act,Act. We are offering you new notes in exchange for old notes in order to satisfy our registration obligations agreed to in connection with such transaction. The old notes and the transfer restrictions, registration rights and additional interest provisions applicablenew notes are collectively referred to the original notes do not apply to the exchange notes.

The exchange notes will be fully and unconditionally guaranteed by substantially all of our existing and future wholly-owned domestic subsidiaries.

The principal features of the exchange offer are as follows:

CONSOL Energy does not intend to apply for listingissuance of the new notes on any securities exchange or for inclusion of the notes in any automated quotation system.

You should consider carefully the “Risk Factors” beginning on page 10 of this prospectus before participating in the exchange offer.

Each broker-dealer that receives exchangenew notes for its own account in the exchange offerpursuant to this offering must acknowledge that it will deliver athis prospectus in connection with any resale of such exchangenew notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchangenew notes received in exchange for originalold notes where such originalold notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. CONSOL Energy and the subsidiary guarantorsWe have agreed that, starting onfor a period of up to 180 days after the expirationexchange date (as defined herein) and ending on the close of business one year after the expiration date, theysuch period may be extended), we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. SeePlease read “Plan of Distribution.”

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracydetermined if this prospectus is truthful or adequacy of this prospectus.complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2011.2015

This prospectus is part of a registration statement we filed with the Securities and Exchange Commission. In making your investment decision, you should rely only on the information contained or incorporated by reference in this prospectus and in the accompanying letter of transmittal. We have not authorized anyone to provide you with any other information. If you receive any unauthorized information, you must not rely on it. We are not making an offer to sell these securities or soliciting an offer to buy these securities in any jurisdiction where an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone whom it is unlawful to make an offer or solicitation. You should not assume that the information contained in this prospectus, as well as the information we previously filed with the Securities and Exchange Commission that is incorporated by reference herein, is accurate as of any date other than its respective date.

TABLE OF CONTENTS

The information contained in this prospectus speaks only as of the date of this prospectus unless the information specifically indicates that another date applies. No person has been authorized to give any information or to make any representations other than those contained in this prospectus in connection with the offer contained herein and, if given or made, such information or representations must not be relied upon as having been authorized by us. Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstances create an implication that there has been no change in our affairs or that of our subsidiaries since the date hereof.

This prospectus incorporates important business and financial information about CONSOL Energy and the subsidiary guarantorsus that is not included in or delivered with this prospectus. CONSOL Energy will provideSuch information is available without charge to each person, including any beneficial owner, to whom a copyholders of this prospectus is delivered,the old notes upon the written or oral request of such person, a copy of any or all of the information incorporated by reference in this prospectus, other than exhibits to such information (unless such exhibits are specifically incorporated by reference into the information that this prospectus incorporates). Requests for such copies should be directedmade to CONSOL Energy Inc., CNX Center 1000 CONSOL Energy Drive, Canonsburg, PA 15317-6506, Attn. General Counsel.15317, Attention: Stephen W. Johnson, Telephone: (724) 485-4000. To obtain timely delivery youof any requested information, holders of the old notes must make any request the information no later than five business days before                     , 2011,prior to the expiration date of the exchange offer.

The notes initially will be represented by permanent global certificates in fully registered form without couponsUnless otherwise indicated, references to “CONSOL Energy,” refer to CONSOL Energy Inc. References to “we,” “us,” “our” and will be deposited withthe “Company” refer to CONSOL Energy Inc. and its consolidated subsidiaries. References to “CNX Gas” refer to CNX Gas Corporation, a custodian for, and registered in the namewholly owned subsidiary of a nominee of The Depository Trust Company, New York, New York, or DTC, as depositary.CONSOL Energy.

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INDUSTRY AND MARKET DATA

We obtained the market and competitive position data incorporated by reference into this prospectus from our own research, surveys or studies conducted by third parties and industry or general publications. Industry publications and surveys generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. While we believe that each of these studies and publications is reliable, we have not independently verified such data, and we make no representation as to the accuracy of such information. Similarly, we believe our internal research is reliable, but it has not been verified by any independent sources. Market and competitive position data involve risks and uncertainties and are subject to change based on various factors, including those discussed under the caption “Risk Factors” in this prospectus.

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FORWARD-LOOKING STATEMENTS

With the exception of historical matters, the matters discussed in this prospectus and the documents incorporated by reference herein are forward-looking statements (as defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenues, income and capital spending. When we use the words “believe,” “intend,” “expect,” “may,” “should,” “anticipate,” “could,” “estimate,” “plan,” “predict,” “project,” or their negatives, or other similar expressions, the statements which include those words are usually forward-looking statements. When we describe strategy that involves risks or uncertainties, we are making forward-looking statements. The forward-looking statements in this prospectus and the documents incorporated by reference herein speak only as of the date of this prospectus; we disclaim any obligation to update these statements unless required by securities law, and we caution you not to rely on them unduly. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties relate to, among other matters, the following:

iii

ii

iii

Developments in any of these areas could cause actual results to differ materially from those anticipated or projected or cause a significant reduction in the market price of our common stock or notes.

The foregoing list of risks and uncertainties may not contain all of the risks and uncertainties that could affect us. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements in this prospectus.prospectus may not in fact occur. Accordingly, undue reliance should not be placed on these statements. We undertake no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, except as otherwise provided by law.

iv

RISK FACTORS

Investment in our securities is subject to various risks, including risks and uncertainties inherent in our business. Any of these individual risks described below, or any number of these risks occurring simultaneously, could have a material effect on our consolidated financial statements, business or results of operation. You should carefully consider the following riskthese factors in addition to the other information included in this prospectus before tenderingwhen evaluating your original notes in the exchange offer. In addition, you should carefully consider the matters discussed under “Risk Factors”investment in our Annual Report on Form 10-K forsecurities.

The risks and uncertainties described below are not the fiscal year ended December 31, 2010,only risks and in other documentsuncertainties that are subsequently filed with the SEC, which are incorporated by reference into this prospectus. If any of the risks discussed below or in the documents incorporated by reference actually occur, our business, financial condition, prospects, results of operations or cash flow could be materially and adversely affected.we face. Additional risks orand uncertainties not currentlypresently known to us or that we currently deem to be immaterial may also impair our business operations. We cannot assure you thatIf any of the events discussed in the risk factors below or in the documents incorporated by reference will not occurthose risks actually occurs, our business, financial condition and if such events do occur, you may lose all or partresults of your original investment in the notes.operations could suffer. The risks discussed below also include forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking statements. See “Forward LookingPlease read “Forward-Looking Statements.” In addition, you should read the risk factors in our Annual Report on Form 10-K for the year ended December 31, 2014 and our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2015, June 30, 2015 and September 30, 2015, which are incorporated herein by reference.

Risks Related to the Exchange Offer

You may have difficulty selling the original notes that you do not exchange.

If you do notfail to exchange your originalold notes, existing transfer restrictions will remain in effect, and the market value of old notes may be adversely affected because they may be more difficult to sell.

If you fail to exchange old notes for exchangenew notes pursuant toin the exchange offer, the original notesthen you hold will continue to be subject to the existing transfer restrictions. The originalrestrictions on the old notes. In general, the old notes may not be offered or sold unless they are registered or otherwise transferred, except in compliance with the registration requirements of the Securities Act, pursuant to an exemptionexempt from registration under the Securities Act or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with applicable state securities laws. WeExcept in connection with this exchange offer or as required by the registration rights agreement, we do not anticipate that we willintend to register resales of the original notes under the Securities Act. After the exchange offer is consummated, the trading market for the remaining untendered original notes may be small and inactive. Consequently, you may find it difficult to sell any original notes you continue to hold because there will be fewer original notesold notes.

The tender of such series outstanding.

If you do not exchange your originalold notes in the exchange offer you will no longer be entitledreduce the principal amount of the currently outstanding old notes. Due to the corresponding reduction in liquidity, this may have an adverse effect upon, and increase in interest payments on originalthe volatility of, the market price of any currently outstanding old notes that you continue to hold following the indenture provides for if we fail to completecompletion of the exchange offer.

OnceRisks Related to Our Indebtedness

We have substantial debt and have the exchange offer has been completed, holdersability to incur additional debt. The principal and interest payment obligations of such debt may restrict our future operations and impair our ability to meet our obligations under the notes.

As of September 30, 2015, we and our subsidiaries had approximately $3.7 billion of outstanding originalindebtedness. In addition, the terms of our revolving credit facility and the indentures governing our existing senior notes permit us to incur additional debt, including up to approximately $774 million that would be available under our revolving credit facility on that date, subject to our ability to meet certain borrowing conditions.

Our substantial debt may have important consequences to you. For instance, it could:

Our ability to satisfy our obligations and to reduce our total debt depends on our future operating performance and on economic, financial, competitive and other factors, many of which are beyond our control. Our business may not generate sufficient cash flow, and future financings may not be entitledavailable to any increase inprovide sufficient net proceeds, to meet these obligations or to successfully execute our business strategy.

The provisions of our debt agreements and the interest rate on their originalrisks associated with our debt could adversely affect our business, financial condition and results of operations.

Our senior secured credit facility, the indentures governing our existing senior notes thatand the indenture governing the notes provides forlimit the incurrence of additional indebtedness unless specified tests or exceptions are met. In addition, our senior secured credit agreement, the indentures governing our existing senior notes and the indenture governing the notes subject us to financial and/or other restrictive covenants. Under our senior secured credit agreement, we must comply with certain financial covenants on a quarterly basis including a minimum interest coverage ratio, and a maximum senior secured leverage ratio, as defined. Our senior secured credit agreement, the indentures governing our existing senior notes and the indenture governing our notes offered hereby impose a number of restrictions upon us, such as restrictions on granting liens on our assets, making investments, paying dividends, selling assets and engaging in acquisitions. Failure by us to comply with these covenants could result in an event of default that, if not cured or waived, could have an adverse effect on us.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we failmay be forced to completesell assets, seek additional capital or seek to restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In the exchange offer. Holdersabsence of original notes will not have any further rights to have their original notes registered, except in limited circumstances, once the exchange offer is completed.

Some holders of the exchange notes maysuch operating results and resources, we could face substantial liquidity problems and might be required to comply withsell material assets or operations to attempt to meet our debt service and other obligations. Our senior secured credit agreement, the registrationindentures governing our existing senior notes and prospectus delivery requirementsthe indenture governing the notes restrict our ability to sell assets and use the proceeds from the sales. We may not be able to consummate those sales or to obtain the proceeds which we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due.

To service our indebtedness, we will require a significant amount of cash. However, our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on, and to refinance, our indebtedness, including the Securities Act.

If you exchange your original notes, and to fund planned capital expenditures, will depend on our ability to generate cash in the exchange offerfuture which, in turn, is subject to general economic, financial, competitive, regulatory and other factors, many of which are beyond our control.

Our business may not generate sufficient cash flow from operations and we may not have available to us future borrowings in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. In these circumstances, we may need to refinance all or a portion of our indebtedness, including the notes, on or before maturity. We may not be able to refinance any of our indebtedness, including our credit facility and the notes, on commercially reasonable terms, or at all. Without this financing, we could be forced to sell assets or secure additional financing to make up for any shortfall in our payment obligations under unfavorable circumstances. However, we may not be able to secure additional financing on terms favorable to us or at all and, in addition, the purposeterms of participating inour revolving credit facility and the Indenture governing the notes limit our

ability to sell assets and also restrict the use of proceeds from such a distributionsale. Moreover, substantially all of the exchange notes, you may be deemedour assets have been pledged to have received restricted securities and, if so, you will be required to comply with the registration and prospectus delivery requirementssecure repayment of the Securities Act in connection with any resale transaction.

our indebtedness under our revolving credit facility. In addition, a broker-dealer that purchased original noteswe may not be able to sell assets quickly enough or for its own account as part of market-making or trading activities must deliver a prospectus when it sellssufficient amounts to enable us to meet our obligations, including our obligations under the exchange notes it received in the exchange offer. Our obligation to make this prospectus available to broker-dealers is limited. We cannot assure you that a proper prospectus will be available to broker-dealers wishing to resell their exchange notes.

Failure to comply with the exchange offer procedures could prevent a holder from exchanging its original notes.

Holders of the original notes are responsible for complying with all exchange offer procedures. The issuance of exchange notes in exchange for original notes will only occur upon completion of the procedures described in this prospectus under “The Exchange Offer.” Therefore, holders of original notes who wish to exchange them for exchange notes should allow sufficient time for timely completion of the exchange procedure. Neither we nor the exchange agent are obligated to extend the offer or notify you of any failure to follow the proper procedure.

Risks Related to the ExchangeNew Notes

Your rightThe new notes and the guarantees will be unsecured obligations and will be effectively subordinated to receive payments onall of our existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness and structurally subordinated to the existing and future indebtedness of any non-guarantor subsidiaries.

The new notes isand the guarantees will be general unsecured senior obligations ranking effectively junior to those creditors who have a security interest in our assets.

Our obligations under the notes and our guarantors’ obligations under their guarantees of the notes are unsecured. Our revolving credit facility and CNX Gas’s revolving credit facility are secured by a security interest in substantially all of our existing and the guarantors’ domestic tangible and intangible assets. If we are declared bankrupt or insolvent, or if we defaultfuture secured indebtedness (including all borrowings under our revolving credit facilityfacility) to the extent of the value of the collateral securing such indebtedness. If we or CNX Gas defaults under its revolving credit facility,a guarantor is declared bankrupt, becomes insolvent or is liquidated or reorganized, the lenders could declareholders of our secured indebtedness or the secured indebtedness of such guarantor will be entitled to be paid in full from the proceeds of the assets, if any, securing such indebtedness before any payment may be made with respect to the new notes or the affected guarantees. Holders of the new notes will participate ratably in any remaining proceeds with all holders of our unsecured indebtedness, including unsecured indebtedness incurred after the new notes are issued that does not rank junior to the new notes, including trade payables and all of the funds borrowed thereunder, together with accrued interest, immediately due and payable. If we were unable to repay suchour other general indebtedness, such secured creditors could foreclosebased on the pledged assetsrespective amounts owed to each holder or creditor. In any of the exclusion offoregoing events, there may not be sufficient funds to pay amounts due on the new notes. As a result, holders of the new notes even if an eventwould likely receive less, ratably, than holders of default exists under the indenture under which the notes will be issued at such time. Furthermore, if such secured creditors foreclose and sell the pledged equity interests in any subsidiary guarantor under the notes, then that guarantor will be released from its guarantee of the notes automatically and immediately upon such sale. In any such event, because the notes will not be secured by any of our assets or the equity interests in subsidiary guarantors, it is possible that there would be no assets remaining from which your claims could be satisfied or, if any assets remained, they might be insufficient to satisfy your claims fully. See “Description of Other Indebtedness.”indebtedness.

As of JuneSeptember 30, 2011,2015, we and the guarantors would have had $331total consolidated long-term debt of approximately $3.7 billion, excluding approximately $281 million of senior secured indebtedness, not including $337 million of outstanding letters of credit. In addition,credit, and no subordinated indebtedness and we would have had $1,902been able to incur up to approximately $774 million available to be borrowedof additional indebtedness under our credit facility.

The new notes will also be structurally subordinated to any indebtedness and CNX Gas’ revolving credit facilities and an additional $130 million available under our accounts receivable securitization facility. In addition,other liabilities of any subsidiaries that do not guarantee the new notes. Under certain circumstances, the indenture governing the new notes will permit us to form or acquire additional subsidiaries that are not guarantors of the incurrencenew notes. Holders of substantial additional indebtedness by us and our restricted subsidiaries in the future, including secured indebtedness.

Thenew notes will be structurally junior to indebtedness of our non-guarantor subsidiaries.

You will not have anyno claim as a creditor against any of our non-guarantor subsidiaries,subsidiaries. See “Description of New Notes—Ranking.”

We and indebtedness and other liabilities, including trade payables, of those subsidiaries will effectively be senior to your claims against those subsidiaries. In addition, the indenture under whichguarantors may incur substantial additional indebtedness. This could increase the notes will be issued will, subject to certain limitations, permit these subsidiaries to incur additional indebtedness and will not contain any limitation onrisks associated with the amount of other liabilities, such as trade payables, that may be incurred by these subsidiaries.new notes.

In addition, for the year ended December 31, 2010 (not giving effect to this offering), our non-guarantor subsidiaries generated 4.3% of our total revenues and other income and 2.5% of our EBITDA.

Certain of our subsidiaries are not subjectSubject to the restrictive covenantsrestrictions in the indenture governing the notes.

Certain ofnew notes and in other instruments governing our other outstanding indebtedness (including our revolving credit facility), we and our subsidiaries are not subject tomay incur substantial additional indebtedness (including secured indebtedness) in the restrictive covenants infuture. Although the indenture governing the notes.new notes and our revolving credit facility contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to waiver and a number of significant qualifications and exceptions, and indebtedness incurred in compliance with these restrictions could be substantial.

If we or a guarantor incurs any additional indebtedness that ranks equally with the new notes (or with the guarantees thereof), including additional unsecured indebtedness or trade payables, the holders of that indebtedness will be entitled to share ratably with holders of the new notes in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of us or a guarantor. This meansmay have the effect of reducing the amount of proceeds paid to holders of the new notes in connection with such a distribution.

Any increase in our level of indebtedness will have several important effects on our future operations, including, without limitation, whether:

We cannot assure you that these entitieswe will be able to maintain or improve our leverage position.

An element of our business strategy involves maintaining a disciplined approach to financial management. However, we are also seeking to acquire, exploit and develop additional reserves which may require the incurrence of additional indebtedness. Although we will seek to maintain or improve our leverage position, our ability to maintain or reduce our level of indebtedness depends on a variety of factors, including future performance and our future debt financing needs. General economic conditions, coal, NGL and natural gas prices and financial, business and other factors will also affect our ability to maintain or improve our leverage position. Many of these factors are beyond our control.

Our revolving credit facility and the indentures governing our existing senior notes, including the indenture that will govern notes, have restrictive covenants that could limit our financial flexibility. These restrictive covenants limit our ability to engage in many of the activities that wemay be in our long-term best interests. Our ability to borrow under our revolving credit facility is subject to compliance with certain financial covenants, including the maintenance of certain financial ratios, including a minimum current ratio, a maximum leverage ratio and a minimum interest coverage ratio. Our revolving credit facility and the indentures governing our existing senior notes contain covenants, that, among other things, limit our ability and the ability of our restricted subsidiaries to:

See “Description of New Notes—Certain Covenants.” Our failure to comply with these covenants could result in an event of default that, if not cured or waived, could result in the acceleration of all of our indebtedness. We would not have sufficient working capital to satisfy our debt obligations in the event of an acceleration of all or a significant portion of our outstanding indebtedness.

We may not be able to generate sufficient cash to service all of our indebtedness, including the new notes, and may be forced to take other actions to satisfy the obligations under our indebtedness, which may not be successful.

We expect our earnings and cash flow to vary significantly from year to year due to the nature of our industry. As a result, the amount of debt that we can manage in some periods may not be appropriate for us in other periods. Additionally, our future cash flow may be insufficient to meet our debt obligations and other commitments. Any insufficiency could negatively impact our business. A range of economic, competitive,

business and industry factors will affect our future financial performance, and, as a result, our ability to generate cash flow from operations and to pay our debt obligations. Many of these factors, such as coal, natural gas and NGL prices, economic and financial conditions in our industry and the global economy and initiatives of our competitors, are prohibitedbeyond our control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, including the new notes.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or limiteddelay planned investments and capital expenditures, or to sell assets, seek additional financing in the debt or equity markets or restructure or refinance our indebtedness, including the new notes. Our ability to restructure or refinance our indebtedness will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of our existing or future debt instruments and the indenture governing the new notes may restrict us from doingadopting some of these alternatives. In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. Our revolving credit facility and the indenture that will govern the new notes restrict our ability to dispose of assets and use the proceeds from the disposition. We may not be able to consummate those dispositions or to obtain the proceeds that we could have realized from them and any proceeds may not be adequate to meet any debt service obligations then due. These alternative measures may not be successful and may not permit us to meet our debt service obligations.

If we are unable to comply with the restrictions and covenants in the agreements governing the new notes and our other indebtedness, there could be a default under the terms of these agreements, which could result in an acceleration of payment of funds that we have borrowed and would affect our ability to make principal and interest payments on the new notes.

Any default under the agreements governing our indebtedness that is not cured or waived by the required lenders, and the remedies sought by the holders of any such indebtedness, could make us unable to pay principal, and interest, or special interest, if any, on the new notes and substantially decrease the market value of the new notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest, or special interest, if any, on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the agreements governing our indebtedness (including covenants in our revolving credit facility and the indenture governing the new notes), we could be in default under the terms of the indentureagreements governing such indebtedness. In the notes,event of such as incurring additional debt, securing assets in priority to the claims of default:

If our operating performance declines, we may in the future need to obtain waivers under our revolving credit facility to avoid being in default. If we breach our covenants under our revolving credit facility and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under the facilities, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.

making investments, selling assetsWe may not be able to repurchase the new notes upon a change of control.

If we experience certain kinds of changes of control, we may be required to offer to repurchase all outstanding new notes at 101% of their principal amount plus accrued and entering into mergersunpaid interest, if any. The indentures governing our existing senior notes have substantially the same requirement. We may not be able to repurchase the new notes upon a change of control because we may not have sufficient financial resources to purchase all of the existing senior notes that are tendered following a change of control. In addition, the terms of our revolving credit facility or other business combinations. These actionsoutstanding indebtedness may prohibit us from repurchasing any series of notes upon a change of control. Our failure to repurchase our existing senior notes upon a change of control could be detrimentalcause a default under the relevant indentures governing such notes and could lead to a cross default under our revolving credit facility. Additionally, using cash to fund the potential consequences of a change of control may impair our ability to makeobtain additional financing in the future, which could negatively impact our ability to conduct our business operations. See “Description of New Notes—Change of Control.”

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require noteholders to return payments received from guarantors.

Federal bankruptcy and state fraudulent transfer laws permit a court to avoid all or a portion of principal and interest when due andthe obligations of a guarantor pursuant to comply with our other obligations under the notes, and could reduce the amount of our assets that would be available to satisfy your claims should we default on the notes.

A court could void our subsidiaries’ guaranteesits guarantee of the notes, or to subordinate any guarantor’s obligations under such guarantee to claims of its other creditors, reducing or eliminating the noteholders’ ability to recover under such guarantee. Although laws differ among these jurisdictions, in general, under applicable fraudulent transfer laws.

Although the guarantees provide you with a direct claim against the assets of the subsidiary guarantors, under the federal bankruptcy laws and comparable provisions of state fraudulent transferor conveyance laws, a guarantee could be voided as a fraudulent transfer or claimsconveyance if (i) the guarantee was incurred with respect to a guarantee could be subordinated to all other debtsthe intent of that guarantor. In addition, a bankruptcy court could void (i.e., cancel) any payments by that guarantor pursuant to its guarantee and require those payments to be returned tohindering, delaying or defrauding creditors; or (ii) the guarantor or to a fund for the benefit of the other creditors of the guarantor.

The bankruptcy court might take these actions if it found, among other things, that when a subsidiary guarantor executed its guarantee (or, in some jurisdictions, when it became obligated to make payments under its guarantee):

A bankruptcy court would likely find that a subsidiary guarantor received less than fair consideration ordid not receive reasonably equivalent value or fair consideration for its guarantee toif the extent that itguarantor did not receive directsubstantially benefit directly or indirect benefitindirectly from the issuance of the notes. A bankruptcyIf a court could alsowere to void a guarantee, you would no longer have a claim against the guarantor. Sufficient funds to repay the notes may not be available from other sources, including the remaining guarantors, if it foundany. In addition, the court might direct you to repay any amounts that you already received from the subsidiary issued its guarantee with actual intent to hinder, delay, or defraud creditors. Although courts in different jurisdictions measure solvency differently, in general, an entityguarantor. The measures of insolvency for purposes of fraudulent transfer laws vary depending upon the governing law of the applicable jurisdiction. Generally, a guarantor would be deemedconsidered insolvent if if:

We cannot predict what standardEach guarantee will contain a court would apply in orderprovision intended to determine whether a subsidiary guarantor was insolvent as oflimit the date it issued the guarantee or whether, regardless of the method of valuation, a court would determine that the subsidiary guarantor was insolvent on that date, or whether a court would determine that the paymentsguarantor’s liability under the guarantee constituted fraudulent transfers or conveyances on other grounds.

If ato the maximum amount that the guarantor could incur without causing the incurrence of obligations under its guarantee is deemed to be deemed a fraudulent transfer. This provision may not be effective to protect the guarantees from being voided under fraudulent transfer it could be voided altogether, or it could be subordinated to all other debts of the subsidiary guarantor. In such case, any payment by the subsidiary guarantor pursuant to its guarantee could be required to be returned to the subsidiary guarantor or to a fund for the benefit of the creditors of the subsidiary guarantor. If a guarantee is voided or held unenforceable for any other reason, holders of the notes would cease to have a claim against the subsidiary guarantor based on the guarantee and would be creditors only of the Company and any subsidiary guarantor whose guarantee was not similarly voided or otherwise held unenforceable.law.

We may be unable to purchase the notes upon a change of control.

Upon the occurrence of a change of control, as defined in the Indenture governing the notes, we will be required to offer to purchase the notes in cash at a price equal to 101% of the principal amount of the notes, plus accrued interest and additional interest, if any. A change of control will constitute an event of default under our revolving credit facility that permits the lenders to accelerate the maturity of the borrowings thereunder and may trigger similar rights under our other indebtedness then outstanding. Our revolving credit facility will prohibit us from repurchasing any notes. The failure to repurchase the notes would result in an event of default under the notes. In the event of a change of control, we may not have sufficient funds to purchase all of the notes and to repay the amounts outstanding under our revolving credit facility or other indebtedness.

An active trading market may not develop for the new notes.

The new notes are a new issuesissue of securities. There is no active public trading market for the new notes. We do not intend to apply for listing of the notes on a security exchange. The liquidity of the trading market in the notes and the market prices quoted for the notes may be adversely affected by changes in the overall market for this type of securities and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a consequence, an active trading market may not develop for the notes, you may not be able to sell the notes, or, even if you can sell the notes, you may not be able to sell them at an acceptable price.

We are a holding company and will rely on our subsidiaries for funds necessary to meet our financial obligations, including the notes.

We conduct all of our activities through our subsidiaries. We depend on those subsidiaries for dividends and other payments to generate the funds necessary to meet our financial obligations, including the payment of principal and interest on the notes. The ability of our subsidiaries to make payments to us may be restricted by, among other things, their credit facilities and applicable state corporation or similar statutes and other laws and regulations. Currently, there are no significant restrictions on our ability or the ability of any guarantor subsidiary to obtain funds from its subsidiaries by such means as a dividend or loan. We cannot assure you that the earnings from, or other available assets of, our subsidiaries will be sufficient to enable us to pay principal or interest on the notes when due.

The indenture for the notes permits us to distribute our oil and natural gas or our coal business to our shareholders. If we choose to effect a spinoff of our oil and natural gas business, we will be replaced as obligor on the notes by the subsidiary that holds our oil and natural gas assets and is distributed to our shareholders. In either event, a spinoff will leave the holders of the notes would have a smaller amount of consolidated assets and reduced cash flow supporting the repayment of the notes.

The indenture for the notes permits us to spinoff, by way of a stock dividend, a majority of the voting securities of a subsidiary that holds all or substantially all of our oil and natural gas properties or our coal reserves and related assets, subject only to compliance with a leverage test and provided that no default or event of default has occurred or would result from such dividend. If we elect to distribute to our shareholders the voting stock of our subsidiary that holds our oil and natural gas properties as opposed to our coal properties, then that subsidiary will replace us as obligor on the notes and we will have no further liability with respect to the notes or the guarantees. See “Description of New Notes—Certain Definitions—Qualified Spin Transaction.” As a result of any such spinoff transaction, the holders of the notes would have a smaller amount of consolidated assets and reduced cash flow supporting repayment of their notes.

Many of the covenants contained in the indenture will be terminated if the notes are rated investment grade by either of Standard & Poor’s or Moody’s and no default has occurred and is continuing, but there are no assurances that the notes will ever be rated investment grade.

Many of the covenants in the indenture governing the notes will be terminated if the notes are rated investment grade by Standard & Poor’s or Moody’s, provided at such time no default or event of default has occurred and is continuing. These covenants include restrictions on our ability to pay dividends, to incur debt and to enter into certain transactions. There can be no assurance that the notes will ever be rated investment grade. See “Description of New Notes—Certain covenants—Changes in Covenants When Notes Rated Investment Grade.”

We face risks related to rating agency downgrades.

We expect one or more rating agencies to rate the notes. If such rating agencies either assign the notes a rating lower than the rating expected by the investors, or reduce the rating in the future, the market price of the notes may be adversely affected, raising capital may become more difficult and borrowing costs under our revolving credit facility and other future borrowings may increase.

USE OF PROCEEDS

This exchange offer is intended to satisfy our obligations under the registration rights agreement.agreement we entered into with the initial purchasers of our old notes in connection with the initial offer and sale thereof. We will not receive any cash proceeds from the issuance of the new notes in the exchange notes.offer. In consideration for issuing the exchangenew notes as contemplated in this prospectus, we will receive the originalold notes in a like principal amount, the form and terms of which are the same as the form andamount. The terms of the exchangenew notes are substantially identical to the terms of the old notes, except as otherwise described in this prospectus. The originalthat the new notes will be registered under the Securities Act and the transfer restrictions, registration rights and provisions for additional interest relating to the old notes do not apply to the new notes. Old notes surrendered in exchange for exchangethe new notes will be retired and canceled upon consummation of the exchange offercancelled and cannotwill not be reissued. Accordingly, no additional debt will result from the exchange. We have agreed to pay all expenses incidental to the exchange offer other than commissions and concessions of any broker or dealer and certain transfer taxes and will indemnify holdersissuance of the new notes includingwill not result in any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

We received approximately $245 million of net proceeds from the sale of the original notes. We used the net proceeds from the notes offering to repaychange in our outstanding 7.875% senior secured notes due March 1, 2012. Pending such use, the proceeds were used to reduce outstanding indebtedness under our short-term credit facilities and our accounts receivable securitization facility and for general corporate purposes.indebtedness.

RATIO OF EARNINGS TO COMBINED FIXED CHARGES

The following table below sets forth our ratio of earnings to combined fixed charges for the periods indicated on a consolidated basis for eachhistorical basis. For purposes of computing the time periods indicated.

(In Thousands)ratio of earnings to fixed charges, “earnings” are defined as income before taxes plus fixed charges less capitalized interest. “Fixed charges” consist of interest expensed and capitalized and an estimate of interest within rent expense.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table presents our selected historical consolidated financial data for, and as of the end of, each of the periods indicated. The selectedsummary historical consolidated financial data for, andset forth below as of the end of,December 31, 2014 and 2013 and for each of the years ended December 31, 2010, 2009, 2008, 20072014, 2013 and 2006 are2012 have been derived from our audited Consolidated Financial Statements.consolidated financial statements, which are incorporated by reference in this prospectus.

In December 2013, we completed the sale of our Consolidation Coal Company (CCC) subsidiary, which includes all five of its longwall coal mines in West Virginia, to a subsidiary of Murray Energy. For all periods presented in the following summary historical consolidated financial data, the sale of CCC was classified as discontinued operations. There were no other active businesses classified as discontinued operations in the three-year period ended December 31, 2013. Certain reclassifications of prior year data, including reclassifications to report discontinued operations for each relevant period, have been made to conform to the year ended December 31, 2010 as required by the Noncontrolling Interest Topic of the Financial Accounting Standards Board Accounting Standards Codification.

The historical statement of operations data, the cash flow data and the other data for the six months ended June 30, 2011 and 2010, and the historical balance sheet data as of June 30, 2011, have been derived from our unaudited condensed consolidated financial statements incorporated by reference into this prospectus. In the opinion of management, the interim financial information provided herein reflects all adjustments consisting of normal and recurring adjustments necessary for a fair statement of the data for the periods presented. Interim results are not necessarily indicative of the results to be expected for the entire fiscal year.2013 presentation.

The selected historical consolidated financial data are not necessarily indicative of the results that may be expected for any future period. You should read the summary historical financial data together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference into this prospectus from our Annual Report on Form 10-K for the year ended December 31, 20102014 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011 and2015, June 30, 2011.2015 and September 30, 2015.

See “Risk Factors” beginning on page 8 for a discussion of an adjustment to operating revenues for all periods and other matters that affect the comparability of the selected financial data as well as uncertainties that might affect the Company’s future financial condition.

STATEMENT OF INCOME DATA

(In thousands except per share data)

BALANCE SHEET DATA

(In thousands)

DESCRIPTION OF CERTAIN INDEBTEDNESSEXCHANGE OFFER

The following are summaries of certain indebtedness of CONSOL Energy, and certain of its subsidiaries, and do not purport to be complete and are subject to, and qualified in their entirety by reference to, the provisions of those agreements, each of which has been previously filed with the SEC and are incorporated by reference in this prospectus.

Revolving Credit Facility

We andsold the old notes on March 30, 2015 pursuant to that certain of our subsidiaries as guarantor loan parties (other than CNX Gas and its subsidiaries) entered into a new Amended and Restated Credit Agreementpurchase agreement, dated as of April 12, 2011, which we refer to as the “Credit Agreement”, for a $1.5 billion senior secured revolving credit facility with certain lenders, PNC Bank, National Association as administrative agent, Bank of America, N.A. as syndication agent, The Bank of Nova Scotia, The Royal Bank of Scotland PLCMarch 25, 2015, by and Sovereign Bank as co-documentation agents and PNC Capital Markets LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as joint lead arrangers. CNX Gas and its subsidiaries separately guaranteed the obligations under the Credit Agreement pursuant to an Amended and Restated CNX Gas Continuing Agreement of Guaranty and Suretyship dated as of April 12, 2011, which we refer to as the “CNX Gas Guaranty Agreement”. The new senior secured revolving credit facility replaced the Company’s existing $1.5 billion senior secured revolving credit facility which had been entered into as of May 7, 2010, which we refer to as the “Old Facility”.

The Credit Agreement provides for a secured revolving credit facility, which we refer to as the “Credit Facility”, in an aggregate outstanding principal amount of up to $1.5 billion, including borrowings and letters of credit. In addition to refinancing all outstanding amounts under the Old Facility, borrowings under the Credit Facility may be used by CONSOL Energy for general corporate purposes.

Interest on outstanding indebtedness under the Credit Facility currently accrues, at our option, at a rate based on either:

the greater of (i) the federal funds open rateplus 0.5%, (ii) PNC Bank, National Association’s prime rate,

and (iii) the daily LIBOR rateplus 1.0%,

in each case,plus a margin ranging from 0.75% to 1.75%

or

the LIBOR rateplus a margin ranging from 1.75% to 2.75%.

The applicable margin added to the underlying interest rate fluctuates based on the leverage ratio.

The Credit Facility matures on April 12, 2016, and requires compliance with conditions precedent that must be satisfied prior to any borrowing as well as ongoing compliance with certain affirmative and negative covenants to which CONSOL Energy and most of its wholly-owned subsidiaries must adhere.

The affirmative covenants include, among others: (i) preservation of existence; (ii) payment of obligations, including taxes; (iii) maintenance of properties, insurance, leases, books and records, coal supply agreements and material contracts; (iv) compliance with laws; (v) use of proceeds; (vi) subordination of intercompany loans; (vii) anti-terrorism laws; and (viii) collateral.

The negative covenants of the Credit Facility include restrictions on the ability of CONSOL Energy and its subsidiary guarantors (excluding CNX Gas and its subsidiaries) except in certain circumstances: (i) to create, incur, assume or suffer to exist indebtedness; (ii) to create or permit to exist liens on properties; (iii) to guaranty the debt of another party; (iv) to make loans or investments in excess of certain amounts except for permitted investments; (v) to make or pay dividends or distributions on CONSOL Energy common stock in excess of an annual rate of $0.40 per share unless certain conditions are met; (vi) to merge, liquidate, and dissolve and to make

acquisitions; (vii) to dispose of assets in excess of certain amounts subject to certain ordinary course and other exceptions; (viii) to deal with any affiliate except on fair and reasonably arm’s length terms; (ix) to create certain subsidiaries and joint ventures; (x) to engage in other businesses; (xi) to change fiscal year; (xii) other than CONSOL Energy, to issue additional equity to any person other than to CONSOL Energy or the other loan parties; (xiii) to amend certificates of incorporation, bylaws, or other organizational documents; (xiv) to make prepayments on or amendments to our senior notes; (xv) to permit restrictions on upstream dividends and payments to loan parties; or (xvi) to enter into agreements inconsistent with the Credit Agreement and loan documents. In addition, we are obligated to maintain at the end of each fiscal quarter (x) a leverage ratio not greater than 4.75 to 1.0 through March 31, 2013 and from June 30, 2013 and thereafter 4.50 to 1.0, subject to adjustment for certain dispositions; (y) an interest coverage ratio equal to or greater than 2.5 to 1.0; and (z) a senior secured leverage ratio not greater than 2.0 to 1.0; all as calculated in accordance with the terms and definitions determining such ratios contained in Credit Agreement. The Credit Agreement also contains various reporting requirements.

The Credit Facility also contains customary events of default, including, but not limited to, a cross-default to certain other debt, breaches of representations and warranties, change of control events and breaches of covenants.

The obligations under the Credit Agreement are secured by substantially all of the assets of CONSOL Energy and its subsidiaries (excluding CNX Gas and its subsidiaries and certain other subsidiaries) pursuant to the existing Amended and Restated Collateral Trust Agreement, as amended by a CONSOL Successor Agent Agreement, an Amended and Restated Pledge Agreement, an Amended and Restated Security Agreement, an Amended and Restated Patent, Trademark and Copyright Security Agreement, as well as various mortgages.

CNX Gas Credit Facility

CNX Gas and its wholly-owned subsidiaries entered into an Amended and Restated Credit Agreement dated as of April 12, 2011, which we refer to as the “CNX Gas Credit Agreement” for a $1.0 billion senior secured revolving credit facility with certain lenders, PNC Bank, National Association as administrative agent, Bank of America, N.A. as syndication agent, The Bank of Nova Scotia, The Royal Bank of Scotland PLC and Wells Fargo Bank, N.A. as co-documentation agents and PNC Capital Markets LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as joint lead arrangers. CONSOL Energy and its subsidiaries that are loan parties under the Credit Agreement separately guaranteed the obligations under the CNX Gas Credit Agreement pursuant to a CONSOL Amended and Restated Continuing Agreement of Guaranty and Suretyship dated as of April 12, 2011. The new CNX Gas senior secured revolving credit facility replaced CNX Gas’ existing $700 million revolving credit facility which had been entered into as of May 7, 2010, which we refer to as the “CNX Gas Old Facility”.

The CNX Gas Credit Agreement provides for a secured revolving credit facility, which we refer to as the “CNX Gas Credit Facility”, in an aggregate outstanding principal amount of up to $1.0 billion, including borrowings and letters of credit. In addition to refinancing all outstanding amounts under the CNX Gas Old Facility, borrowings under the CNX Gas Credit Facility may be used by CNX Gas for general corporate purposes.

The availability under the CNX Gas Credit Facility, including availability for letters of credit, is generally limited to a borrowing base, which is determined by the required number of lenders in good faith by calculating a loan value of CNX Gas’ proved reserves and reducing that number by an equity cushion determined by the lenders required to approve the borrowing base.

Interest on outstanding indebtedness under the CNX Gas Credit Facility currently accrues, at CNX Gas’ option, at a rate based on either:

the greater of (i) the federal funds open rateplus0.5%, (ii) PNC Bank, National Association’s prime rate,

and (iii) the daily LIBOR rateplus 1.0%,

in each case,plus a margin ranging from 0.5% to 1.5%

or

the LIBOR rateplus a margin ranging from 1.5% to 2.5%.

The applicable margin added to the underlying interest rate fluctuates based on the facility utilization percentage.

The CNX Gas Credit Facility matures on April 12, 2016, and requires compliance with conditions precedent that must be satisfied prior to any borrowing as well as ongoing compliance with certain affirmative and negative covenants to which CNX Gas and its wholly-owned subsidiaries must adhere.

The affirmative covenants include, among others: (i) preservation of existence; (ii) payment of liabilities, including taxes; (iii) maintenance of properties, insurance, intellectual property and books and records; (iv) compliance with laws, leases, pipeline arrangements and other material contractual obligations; (v) use of proceeds; (vi) subordination of intercompany loans; (vii) anti-terrorism laws; and (viii) collateral and access to title information.

The negative covenants of the CNX Gas Credit Facility include restrictions on the ability of CNX Gas and its subsidiary guarantors except in certain circumstances: (i) to create, incur, assume or suffer to exist indebtedness; (ii) to create or permit to exist liens on properties; (iii) to guaranty the debt of another party; (iv) to make loans or investments in excess of certain amounts except for permitted investments; (v) to make or pay any dividends or distributions to third parties in excess of certain amounts subject to certain conditions; (vi) to merge, liquidate, or dissolve; (vii) to dispose of assets in excess of certain amounts subject to certain ordinary course and other exceptions; (viii) to deal with any affiliate except on fair and reasonably arm’s length terms; (ix) creation of certain subsidiaries and joint ventures; (x) to engage in other businesses; (xi) to change fiscal year; (xii) other than CNX Gas, to issue additional equity to any person other than CNX Gas or its wholly-owned subsidiaries; (xiii) to amend certificates of incorporation, bylaws, or other organizational documents; (xiv) to enter into any hedging agreement other than those permitted by the CNX Gas Credit Agreement in the ordinary course of CNX Gas’ business; (xv) to sell, transfer or convey or voluntarily pool or unitize its proved reserves; (xvi) to permit restrictions on upstream dividends and payments to loan parties; or (xvii) to enter into agreements inconsistent with the CNX Gas Credit Agreement and loan documents. In addition, CNX Gas is obligated to maintain as of the end of each fiscal quarter a leverage ratio of not greater than 3.5 to 1.0 and an interest coverage ratio equal to or greater than 3.0 to 1.0, as calculated in accordance with the terms and definitions determining such ratios contained in CNX Gas Credit Agreement. The CNX Gas Credit Agreement also contains various reporting requirements.

The CNX Gas Credit Facility also contains customary events of default, including, but not limited to, a cross-default to certain other debt, breaches of representations and warranties, change of control events and breaches of covenants.

The obligations under the CNX Gas Credit Agreement are secured by substantially all of the assets of CNX Gas and its subsidiaries pursuant to an existing Amended and Restated Collateral Trust Agreement, as amended by a CNX Gas Successor Agent Agreement, a CNX Gas Pledge Agreement and a CNX Gas Security Agreement, as well as various mortgages.

Accounts Receivable Securitization

In 2007, CONSOL Energy and certain of its U.S. subsidiaries amended their existing trade accounts receivable facility with financial institutions for the sale on a continuous basis of eligible trade accounts receivable. The amended facility allows CONSOL Energy to receive, on a revolving basis, up to $200 million. The amended facility also allows for the issuance of letters of credit against the $200 million capacity. The amended facility expires in April 2012. In accordance with the facility agreement, CONSOL Energy is able to receive proceeds based upon total eligible accounts receivable at the previous month-end. The cost of funds is based on commercial paper rates plus a charge for administrative services paid to financial institutions. CONSOL Energy formed CNX Funding Corporation, a wholly owned, special purpose, bankruptcy-remote subsidiary for the sole purpose of buying and selling eligible trade receivables generated by certain subsidiaries of CONSOL Energy. Under the receivables facility, CONSOL Energy and certain subsidiaries, irrevocably and without recourse, sell all of their eligible trade accounts receivable to CNX Funding Corporation. CNX Funding Corporation then sells, on a revolving basis, an undivided percentage interest in the pool of eligible trade accounts receivable to financial institutions and their affiliates, while maintaining a subordinated interest in a portion of the trade receivables. CONSOL Energy has agreed to continue servicing the sold receivables for the financial institutions for a fee based upon market rates for similar services.

Senior Notes due 2017 and 2020

On April 1, 2010 the following agreements were entered into: (i) an Indenture dated as of April 1, 2010 among CONSOL Energy, the Company’s subsidiaries named therein and The Bank of Nova Scotia Trust Company of New York, as trustee, regarding the issuance of 8.00% Senior Notes due 2017 (the “2017 Indenture”); (ii) an Indenture dated as of April 1, 2010 among the Company, the Company’s subsidiaries named therein and The Bank of Nova Scotia Trust Company of New York, as trustee, regarding the issuance of 8.25% Senior Notes due 2020 (the “2020 Indenture” and together with the 2017 Indenture, the “Indentures”), and (iii) a Registration Rights Agreement (the “Registration Rights Agreement”) dated as of April 1, 2010 among CONSOL Energy Inc., the Company’s subsidiaries named thereinsubsidiary guarantors party thereto, and Merrill Lynch, Pierce, FennerGoldman, Sachs & Smith Incorporated (formerly known as Bank of America Securities LLC)Co., as representative of the several initial purchasers.purchasers named therein. The old notes initially issuedwere subsequently offered by the initial purchasers to qualified institutional buyers pursuant to Rule 144A and to non-U.S. persons pursuant to Regulation S.

Purpose of the Exchange Offer

We sold the old notes in transactions that were exempt from or not subject to the registration requirements under these indentures werethe Securities Act. Accordingly, the old notes are subject to transfer restrictions. In general, you may not offer or sell the old notes unless either they are registered under the Securities Act.

The $1.5 billion of 8.00% Senior Notes due 2017 issuedAct or such offer or sale is exempt from, or not subject to, registration under the 2017 Indenture (includingSecurities Act and applicable state securities laws.

In connection with the sale of the old notes, offered inwe entered into a registration rights agreement with the initial purchasers of the old notes. In that agreement, we agreed to use our commercially reasonable efforts to file a registration statement and effect an exchange therefore are referred to asoffer thereunder after the “2017 Notes”). The $1.25 billionclosing date following the offering of 8.25% senior notes due 2020 issuedthe old notes. To satisfy our obligations under the 2020 Indenture (includingregistration rights agreement, we are offering certain holders of the old notes offered(those who are able to make certain representations described below under “—Procedures for Tendering—Your Representations to Us”), the opportunity to exchange their old notes for the new notes in the exchange therefore) are referredoffer. The exchange offer will be open for a period of at least 20 full business days. During the exchange offer period, we will exchange the new notes for all old notes properly surrendered and not withdrawn before the expiration date. The new notes will be registered under the Securities Act, and the transfer restrictions, registration rights and provisions for additional interest relating to as the “2020 Notes” and, collectively withold notes will not apply to the 2017 Notes, the “Notes.” The 2017 Notes will mature on April 1, 2017 and bear interest at the rate of 8.00% per annum. The 2020 Notes will mature on April 1, 2020 and bear interest at the rate of 8.25% per annum. Interest on the Notes is payable on April 1 and October 1 of each year.new notes.

If the Company experiences specified kinds of changes of control, the Company must offer to repurchase the Notes at 101% of theOn March 30, 2015, we issued $500 million aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest and additional interest, if any, to the date of repurchase.

The Notes are general unsecured obligations of the Company. The Notes rank equal in right of payment with all of the Company’s existing and future senior unsecured indebtedness.

The Notes are jointly and severally guaranteed by substantially all of the Company’s wholly owned domestic restricted subsidiaries as well as by CNX Gas Corporation and its wholly-owned subsidiaries.

At any time prior to April 1, 2013, the Company may on any one or more occasions redeem with the net cash proceeds of certain common stock offerings by the Company (i) up to 35% of the aggregate principal amount of 2017 Notes at a redemption price of 108.00% and/or (ii) up to 35% of the aggregate principal amount of the 2020 Notes at a redemption price of 108.25% of the principal amount, plus in each case accrued and unpaid interest and additional interest, if any, to the redemption date.

At any time prior to April 1, 2014, the Company may redeem in whole, but not in part, the 2017 Notes at a redemption price equal to the sum of 100% of the principal amount and an applicable make whole premium plus accrued and unpaid interest and additional interest, if any, to the redemption date. At any time prior to April 1, 2015, the Company may redeem in whole, but not in part, the 2020 Notes at a redemption price equal to the sum of 100% of the principal amount and an applicable make whole premium plus accrued and unpaid interest and additional interest, if any, to the redemption date.

On and after April 1, 2014, the Company may redeem all or a part of the 2017 Notes upon not less than 30 nor more than 60 days’ notice, at redemption prices (expressed as percentages of principal amount) equal to 104.000% for the twelve-month period beginning on April 1, 2014, 102.000% for the twelve-month period beginning on April 1, 2015 and 100.000% beginning on April 1, 2016, plus accrued and unpaid interest and additional interest, if any. On and after April 1, 2015, the Company may redeem all or a part of the 2020 Notes at redemption prices (expressed as percentages of principal amount) equal to 104.125% for the twelve-month period beginning on April 1, 2015, 102.750% for the twelve-month period beginning on April 1, 2016, 101.375% for the twelve-month period beginning on April 1, 2017 and 100.000% beginning on April 1, 2018, plus accrued and unpaid interest and additional interest, if any.

The Indentures restrict the Company’s ability and the ability of certain of its subsidiaries which are restricted subsidiaries to: (i) incur or guarantee additional indebtedness; (ii) declare or pay dividends or make other distributions on capital stock or redeem or repurchase capital stock or subordinated indebtedness; (iii) make certain investments; (iv) create or incur liens or use assets as security in other transactions; (v) enter into sale and leaseback transactions; (vi) merge or consolidate with other entities; (vii) enter into transactions with affiliates; (viii) sell or transfer certain assets; and (ix) incur dividend or other payment restrictions affecting restricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications.

The Indentures provide that each of the following is an Event of Default: (i) default for 30 days in the payment when due of interest on, or additional interest with respect to, the Notes; (ii) default in payment when due of the principal of, or premium, if any, on any Note; (iii) failure to comply with the obligations regarding mergers and consolidations; (iv) failure to comply for 30 days after notice with the obligations regarding change in control (other than a failure to purchase the respective Notes), incurrence or guarantee of additional indebtedness, restricted payments, restrictions on distributions from restricted subsidiaries, sale or transfer of assets (other than a failure to purchase the respective Notes), transactions with affiliates, creating or incurring liens, sale and leaseback transactions and joining future domestic subsidiaries; (v) failure to comply for 60 days after notice with any of the other agreements in the Indenture; (vi) indebtedness of the Company or any restricted subsidiary is not paid within any applicable grace period after final maturity or the maturity of such indebtedness is accelerated by the holders thereof because of a default (and such acceleration is not rescinded or annulled) and the total amount of all such indebtedness unpaid or accelerated exceeds $75.0 million; (vii) failure by the Company or any of its significant subsidiaries to pay final judgments aggregating in excess of $75.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; (viii) any subsidiary guarantee of a significant subsidiary ceases to be in full force and effect (other than in accordance with the terms of that guarantee and the Indentures) or is declared null and void and unenforceable or found to be invalid or any subsidiary guarantor denies its liability under its subsidiary guarantee (other than by reason of release from its subsidiary guarantee); and (ix) certain events of bankruptcy or insolvency described in the Indentures with respect to the Company or any of its significant subsidiaries. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.

THE EXCHANGE OFFER

Purpose of the Exchange Offer

On March 9, 2011, we issued an aggregate principal amount of $250,000,000 of originalold notes under the indenture in an offering underpursuant to Rule 144A144 and Regulation S of the Securities Actin an offering that was not registered under the Securities Act. In connection with the issuance and sale of the originalold notes, we entered into a registration rights agreement with the initial purchasers of the originalold notes. Under the registration rights agreement, we agreed to file a registration statement regarding the exchange of the originalold notes for exchangenew notes which are registered under the Securities Act. We also agreed to use our commercially reasonable best efforts to cause the registration statement to become effective with the SEC and to conduct this exchange offer after the registration statement is declared effective. The form and terms of the exchangenew notes are substantially identical to the originalold notes except that the issuance of the exchangenew notes has been registered under the Securities Act and the transfer restrictions, registration rights and certain additional interest provisions relating to the originalold notes do not apply to the exchangenew notes. Under the registration rights agreement, we may be required to make additional payments in the form of additional interest to the holders of the originalold notes under circumstances relating to the timing of the exchange offer. The registration rights agreement provides that we will be required to pay additional interest to the holders of the originalold notes if the exchange offer is not consummated as of the 366th day after March 9, 2011by May 3, 2016 or a shelf registration statement is required to be filed under the registration rights agreement but has not been declared effective on or prior to date required by the registration rights agreement.

The registration rights agreement is filed as an exhibit to the registration statement of which this prospectus forms a part. This summary of certain provisions of the registration rights agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the registration rights agreement, a copy of which may be obtained as described under “Where You Can Find More Information.”

Resale of New Notes

Based on no-action letters of the staff of the SEC issued to third parties, we believe that new notes may be offered for resale, resold and otherwise transferred by you without further compliance with the registration and prospectus delivery provisions of the Securities Act if:

The staff of the SEC, however, has not considered the exchange offer for the new notes in the context of a no-action letter, and the staff of the SEC may not make a similar determination as in the no-action letters issued to these third parties.

If you tender in the exchange offer with the intention of participating in any manner in a distribution of the new notes, you:

Unless an exemption from registration is otherwise available, any securityholder intending to distribute new notes should be covered by an effective registration statement under the Securities Act. The registration statement should contain the selling securityholder’s information required by Item 507 or 508, as applicable, of Regulation S-K under the Securities Act.

This prospectus may be used for an offer to resell, resale or other transfer of new notes only as specifically described in this prospectus. If you are a broker-dealer, you may participate in the exchange offer only if you acquired the old notes as a result of market-making activities or other trading activities. Each broker-dealer that receives new notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge by way of the letter of transmittal that it will deliver this prospectus in connection with any resale of the new notes. Please read the section captioned “Plan of Distribution” for more details regarding the transfer of new notes.

Terms of the Exchange Offer

UponSubject to the terms and conditions described in this prospectus and in the letter of transmittal, we will accept for exchange originalany old notes that are properly tendered on or before the expiration date and not withdrawn as permitted below. As used in this prospectus, the term “expiration date” meansprior to 5:00 p.m., New York City time, on , 2010. However, if we,the expiration date. We will issue new notes in our sole discretion, have extendedprincipal amount equal to the periodprincipal amount of timeold notes surrendered in the exchange offer. Old notes may be tendered only for whichnew notes and only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. We will deliver the new notes promptly after the expiration date.

The exchange offer is open, the term “expiration date” means the latest time and date to which we extendednot conditioned upon any minimum aggregate principal amount of old notes being tendered in the exchange offer.

As of the date of this prospectus, $250,000,000$500 million aggregate principal amount of the original8.000% Senior Notes due 2023 representing old notes is outstanding. The original notes were offered under the indenture dated as of March 9, 2011. This prospectus and letter of transmittal is first being sent on or about                     , 2011to DTC, the sole registered holder of the old notes, and to all persons that we can identify as beneficial owners of the old notes. There will be no fixed record date for determining registered holders of originalold notes knownentitled to us. Our obligationparticipate in the exchange offer.

We intend to accept originalconduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC. Old notes whose holders do not tender for exchange in the exchange offer iswill remain outstanding and continue to accrue interest. These old notes will be entitled to the rights and benefits such holders have under the indenture relating to the notes and the registration rights agreement.

We will be deemed to have accepted for exchange properly tendered old notes when we have given oral or written notice of the acceptance to the exchange agent and complied with the applicable provisions of the registration rights agreement. The exchange agent will act as agent for the tendering holders for the purposes of receiving the new notes from us.

If you tender old notes in the exchange offer, you will not be required to pay brokerage commissions or fees or, subject to the conditions described under “—Conditionsletter of transmittal, transfer taxes with respect to the Exchange Offer.”exchange of old notes. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the exchange offer. Please read “—Fees and Expenses” for more details regarding fees and expenses incurred in connection with the exchange offer.

We will return any old notes that we do not accept for exchange for any reason without expense to their tendering holders promptly after the expiration or termination of the exchange offer.

Expiration Date

The exchange offer will expire at 5:00 p.m., New York City time, on                     ,          unless, in our sole discretion, we extend such deadline.

Extensions, Delays in Acceptance, Termination or Amendment

We expressly reserve the right, at any time or various times, to extend the period of time during which the exchange offer is open. We would thenmay delay acceptance for exchange of any originalold notes by giving oral (promptly followed in writing) or written notice of ansuch extension and delay to their holders at any time until the holders of original notes as described below.exchange offer expires or terminates. During any extension period,such extensions, all originalold notes previously tendered will remain subject to the exchange offer, and we may be acceptedaccept them for exchange.

To extend the exchange offer, we will notify the exchange agent orally or in writing of any extension. We will notify the holders of old notes of the extension via a press release issued no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

If any of the conditions described below under “—Conditions to the Exchange Offer” have not been satisfied, we reserve the right, in our sole discretion

by us. Any original notes not accepted for exchange will be returnedgiving oral (promptly followed in writing) or written notice of such delay, extension or termination to the tendering holder afterexchange agent. Subject to the expiration or terminationterms of the registration rights agreement, we also reserve the right to amend the terms of the exchange offer. Holdersoffer in any manner.

Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral (promptly followed in writing) or written notice thereof to holders of original notes do not have dissenters’ rightsthe old notes. Any notice relating to the extension of appraisal in connection with the exchange offer.offer will disclose the number of securities tendered as of the date of the notice, as required by Rule 14e-1(d) under the Exchange Act. If we amend the exchange offer in a manner that we determine to constitute a material change, we will promptly disclose such amendment by means of a prospectus supplement. The prospectus supplement will be distributed to holders of the old notes. Depending upon the significance of the amendment and the manner of disclosure to holders, we may extend the exchange offer if it would otherwise expire during such period. If an amendment constitutes a material change to the exchange offer, including the waiver of a material condition, we will extend the exchange offer, if necessary, to remain open for at least five business days after the date of the amendment. In the event of any increase or decrease in the consideration we are offering for the old notes or in the percentage of old notes being sought by us, we will extend the exchange offer to remain open for at least 10 business days after the date we provide notice of such increase or decrease to the registered holders of old notes.

YouIf we delay accepting any old notes or terminate the exchange offer, we will promptly pay the consideration offered, or return any old notes deposited, pursuant to the exchange offer as required by Rule 14e-1(c) under the Exchange Act.

Conditions to the Exchange Offer

We will not be required to accept for exchange, or exchange any new notes for, any old notes if the exchange offer, or the making of any exchange by a holder of old notes, would violate applicable law or policy of the staff of the SEC. Similarly, we may onlyterminate the exchange outstandingoffer as provided in this prospectus before expiration of the offer in the event of such a potential violation.

We will not be obligated to accept for exchange the old notes of any holder that has not made to us the representations described under “—Procedures for Tendering” and “Plan of Distribution” and such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to allow us to use an appropriate form to register the new notes under the Securities Act.

Additionally, we will not accept for exchange any old notes tendered, and will not issue new notes in denominationsexchange for any such old notes, if at such time any stop order has been threatened or is in effect with respect to the exchange offer registration statement of $2,000 and higher integral multipleswhich this prospectus constitutes a part or the qualification of $1,000.the indenture under the Trust Indenture Act of 1939, as amended.

We expressly reserve the right to amend or terminate the exchange offer, and not to acceptreject for exchange any originalold notes not previously accepted for exchange, upon the occurrence of any of the conditions ofto the exchange offer specified under “—Conditions to the Exchange Offer.” In the event of a material change in the

terms of the offer, we will extend the expiration date, if necessary, so that at least five business days remain in the offer period following notice of the material change.above. We will give to the exchange agent oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the originalold notes as promptly as practicable.

These conditions are for our sole benefit, and we may assert them or waive them in whole or in part at any time or at various times prior to the expiration of the exchange offer in our sole discretion. If we fail at any time to exercise any of these rights, this failure will not mean that we have waived our rights. Each such right will be deemed an ongoing right that we may assert at any time or at various times prior to the expiration of the exchange offer.

Procedures for Tendering

To participate in the exchange offer, you must properly tender your old notes to the exchange agent as described below. We will only issue new notes in exchange for old notes that you timely and properly tender. Therefore, you should allow sufficient time to ensure timely delivery of the old notes, and you should follow carefully the instructions on how to tender your old notes. It is your responsibility to properly tender your old notes. We have the right to waive any defects. However, we are not required to waive defects, and neither we nor the exchange agent is required to notify you of any extension by means of a press releasedefects in your tender.

If you have any questions or other public announcement no later than 9:00 a.m., New York City time, on the business day following the previously scheduled expiration date.

Our acceptance of the tender of originalneed help in exchanging your old notes, by a tendering holder will form a binding agreement upon the terms and subject to the conditions provided in this prospectus. The exchange offer is not being made to holders of original notes in any jurisdiction where the exchange would not comply with the securities or blue sky laws of such jurisdiction.

Procedures for Tendering

The tender to us of original notes by you, as set forth below, and our acceptance of the original notes will constitute a binding agreement between us and you, upon the terms and subject to the conditions set forth in this prospectus.

A tendering holder who holds notes in the form of book-entry interests must, on or prior to the expiration date, transmit an agent’s message toplease call the exchange agent at thewhose address listed below under “—Exchange Agent.” In addition, the exchange agent must receive timely confirmation of book-entry transfer of the original notes into the exchange agent’s account at the Depository Trust Company, or DTC, the book-entry transfer facility, along with the agent’s message. The term “agent’s message” means a message transmitted to DTC and received by the exchange agent and forming a part of a book-entry transfer.

Only registered holders of certificated original notes may tender certificated notesphone number are described in the exchange offer. A tendering holder of certificated notes must, on or prior to the expiration date, transmit a written or facsimile copy of a properly completed and duly executed letter of transmittal including all other required documents,included as Annex A to the address listed belowthis prospectus and under “—“Prospectus Summary—The Exchange Offer—Exchange Agent.” In addition,

All of the exchange agent must receiveold notes were issued in book-entry form, and all of the certificates representing the originalold notes prior to the expiration date.

If you are a beneficial owner whose original notes arecurrently represented by global certificates registered in the name of a broker, dealer, commercial bank, trust company or otherCede & Co., the nominee and wish to tender, you should promptly instructof DTC. We have confirmed with DTC that the registered holder to tender on your behalf. Any registered holder that is a participant in DTC’s book-entry transfer facility systemold notes may make book-entry deliverybe tendered using ATOP. The exchange agent will establish an account with DTC for purposes of the original notesexchange offer promptly after the commencement of the exchange offer, and DTC participants may electronically transmit their acceptance of the exchange offer by causing DTC to transfer the originaltheir old notes into the exchange agent’s account.

We will determine in our sole discretion all questions as to the validity, form and eligibility of original notes tendered for exchange. This discretion extends to the determination of all questions concerning the timing of receipts and acceptance of tenders. These determinations will be final and binding.

We reserve the right to reject any particular original note not properly tendered, or any acceptance that might, in our judgment or our counsel’s judgment, be unlawful. We also reserve the right to waive any conditions of the exchange offer as applicable to all original notes prior to the expiration date. We also reserve the right to waive any defects or irregularities or conditions of the exchange offer as to any particular original note prior to the expiration date. Our interpretation of the terms and conditions of the exchange offer as to any particular original note either before or after the expiration date shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of original notes must be cured within a reasonable period of time. None of us, the exchange agent or any other personusing the ATOP procedures. In connection with the transfer, DTC will be under any dutysend an “agent’s message” to give notification of any defect or irregularity in any tender of original notes. Nor will we, the exchange agent or any other person incur any liability for failingagent. The agent’s message will state that DTC has received instructions from the participant to give notification of any defect or irregularity.

By tendering, each holder representstender old notes and that the participant agrees to us that:

In the case of a holder that is not a broker-dealer, that holder, by tendering, will also represent to us that the holder is not engaged in, and does not intend to engage in, a distribution of the exchange notes.

However, each holder who is our “affiliate” (within the meaning of the Securities Act) who intends to participate in the exchange offer for the purpose of distributing the exchange notes or a broker-dealer (within the meaning of the Securities Act) that acquired original notes in a transaction other than as part of its trading or market-making activities and who has arranged or has an understanding with any person to participate in the distribution of the exchange notes:

Each broker or dealerbroker-dealer that receives exchangenew notes for its own account in exchange for originalold notes, where the originalsuch old notes were acquired by itsuch broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the exchangesuch new notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. However, a broker-dealer may be a statutory underwriter. SeePlease read “Plan of Distribution.”

Furthermore, any broker-dealer that acquired any of its original notes directly from us:

By delivering an agent’s message, a beneficial owner (whose original notes are registeredDeterminations in the nameExchange Offer

We will determine in our sole discretion all questions as to the validity, form, eligibility, time of a broker, dealer, commercial bank, trust company or other nominee) or holderreceipt, acceptance of tendered old notes and withdrawal of tendered old notes. Our determination will be deemedfinal and binding on all parties. We reserve the absolute right to have irrevocably appointedreject any old notes not properly tendered or any old notes our acceptance of which would, in the exchange agent as its agent and attorney-in-fact (with full knowledge that the exchange agent isopinion of our counsel, be unlawful. We also acting as an agent for us in connection with the exchange offer) with respect to the original notes, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest subject only toreserve the right to waive any defect, irregularities or conditions of withdrawal described in this prospectus),tender as to receive for our account all benefits and otherwise exercise all rightsparticular old notes. Our interpretation of beneficial ownership of such original notes, in accordance with the terms and conditions of the exchange offer.

Each beneficial owner or holder will also be deemed to have represented and warranted to us that it has authority to tender, exchange, sell, assign and transferoffer, including the original notes it tenders and that, when the same are

accepted for exchange, we will acquire good, marketable and unencumbered title to such original notes, free and clear of all liens, restrictions, charges and encumbrances, and that the original notes tendered are not subject to any adverse claims or proxies. Each beneficial owner and holder, by tendering its original notes, also agrees that it will comply with its obligations under the registration rights agreement.

Guaranteed Delivery Procedures

Holders who wish to tender their original notes and

may effect a tender if:

Acceptance of Original Notes for Exchange; Delivery of Exchange Notes

Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept, promptly after the expiration date, all original notes properly tendered, unless we terminate the exchange offer because of the non-satisfaction of conditions. We will issue the exchange notes promptly after acceptance of the original notes. For purposes of the exchange offer, we will be deemed to have accepted properly tendered original notes for exchange when, as and if we have given oral or written notice to the exchange agent, with prompt written confirmation of any oral notice. See “—Conditions to the Exchange Offer” below for a discussion of the conditions that must be satisfied before we accept any original notes for exchange.

For each original note accepted for exchange, the holder of the original note will receive an exchange note having a principal amount equal to that of the surrendered original note. The exchange notes will bear interest from the most recent date to which interest has been paid on the original notes. Accordingly, registered holders of exchange notes on the relevant record date for the first interest payment date following the completion of the exchange offer will receive interest accruing from the most recent date to which interest has been paid or, if no interest has been paid on the original notes, from March, 9, 2011. Original notes accepted for exchange will cease to accrue interest from and after the date of completion of the exchange offer. Holders of original notes whose

original notes are accepted for exchange will not receive any payment for accrued interest on the original notes otherwise payable on any interest payment date, the record date for which occurs on or after completion of the exchange offer and will be deemed to have waived their rights to receive the accrued interest on the original notes.

In all cases, issuance of exchange notes for original notes will be made only after timely receipt by the exchange agent of an agent’s message and a timely confirmation of the book-entry transfer of the original notes into the exchange agent’s account at DTC.

Unaccepted or non-exchanged original notes will be returned without expense to the tendering holder of the original notes. The non-exchanged original notes will be credited to an account maintained with DTC promptly after the expiration of the exchange offer.

Book-Entry Transfer

The exchange agent will make a request to establish an account for the original notes at DTC for purposes of the exchange offer within two business days after the date of this prospectus. Any financial institution that is a participant in DTC’s systems must make book-entry delivery of original notes by causing DTC to transfer those original notes into the exchange agent’s account at DTC in accordanceto be credited with DTC’s procedure for transfer. This participant should transmit its acceptance to DTC on or prior to the expiration date. DTC will verify this acceptance, execute a book-entry transfer of the tendered original notes into the exchange agent’s account at DTC and then send to the exchange agent confirmation of this book-entry transfer. The transmission of the originalwithdrawn old notes and agent’s message to DTC and delivery by DTC to and receipt by the exchange agent of the related agent’s message will be deemed to be a valid tender.

Exchanging Book-Entry Notes

The exchange agent and the book-entry transfer facility have confirmed that any financial institution that is a participant in the book-entry transfer facility may utilize the book-entry transfer facility’s Automated Tender Offer Program, or ATOP, procedures to tender original notes. Any participant in the book-entry transfer facility may make book-entry delivery of original notes by causing the book-entry transfer facility to transfer such original notes into the exchange agent’s account in accordanceotherwise comply with the book-entry transfer facility’s ATOP procedures for transfer. However, the exchange for the original notes so tendered will only be made after a book-entry confirmation of the book-entry transfer of original notes into the exchange agent’s account, and timely receipt by the exchange agent of an agent’s message and any other documents required by the letter of transmittal. Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the exchange agent. The term “agent’s message” means a message, transmitted by the book-entry transfer facility and received by the exchange agent and forming part of a book-entry confirmation, which states that the book-entry transfer facility has received an express acknowledgment from a participant tendering original notes that are the subject of such book-entry confirmation that such participant has received and agrees to be bound by the terms of the exchange offer as described in this prospectus, and that we may enforce such terms against such participant.procedures.

Withdrawal Rights

Tenders of original notes may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date.

For a withdrawal of a tender of original notes to be effective, the exchange agent must receive a valid withdrawal request through ATOP from the tendering DTC participant before the expiration date. Any such request for withdrawal must include the VOI number of the tender to be withdrawn and the name of the ultimate beneficial owner of the related original notes in order that such bonds may be withdrawn.

We will determine all questions as to the validity, form, and eligibility includingand time of receipt of noticesa notice of withdrawal. Any originalOur determination shall be final and binding on all parties. We will deem any old notes so withdrawn will be deemed not to have been validly tendered for exchange. No exchange notes will be issued unlessfor purposes of the original notes so withdrawn are validly re-tendered. exchange offer.

Any originalold notes that have been tendered for exchange but whichthat are not exchanged for any reason will be returned to the tendering holder without cost to the holder. The original notes will be credited to an account maintained with DTC for the originalold notes. The original notesThis return or crediting will be credited to the DTC accounttake place promptly afterupon withdrawal, rejection of tender, expiration or termination of the exchange offer. ProperlyYou may retender properly withdrawn originalold notes may be re-tendered by following the procedures described under the heading “—Procedures for Tendering” above at any time on or before 5:00 p.m., New York City time, on the expiration date.

Conditions to the Exchange Offer

Notwithstanding any other provision of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any original notes, and may terminate or amend the exchange offer, if at any time prior to the expiration date any of the following events occurs:

All conditions will be deemed satisfied or waived prior to the expiration date unless we assert them prior to the expiration date. The foregoing conditions to the exchange offer are for our sole benefit, and we may assert them prior to the expiration date regardless of the circumstances giving rise to any of these conditions, or we may waive them prior to the expiration date in whole or in part in our reasonable discretion. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any right.

In addition, we will not accept for exchange any original notes tendered, and no exchange notes will be issued in exchange for any original notes, if at the time the original notes are tendered any stop order is threatened or in effect relating to the registration statement of which this prospectus constitutes a part. We are required to make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible moment.

Exchange Agent

We have appointed The Bank of Nova Scotia Trust Company of New York as the exchange agent for the exchange offer. You should direct questions and requests for assistance and requests for additional copies of this prospectus or the related letter of transmittal and notice of guaranteed delivery to the exchange agent addressed as follows:

Delivery To:

The Bank of Nova Scotia Trust Company of New York

By Hand, Registered or Certified Mail, or Overnight Courier:

The Bank of Nova Scotia Trust Company of New York

Attention: Pat Keane

One Liberty Plaza

New York, NY 10006

By Facsimile: (212) 225-5436

(Eligible Guarantor Institutions only)

To confirm by telephone for more information: (212) 225-5427

(Eligible Guarantor Institutions Only)

Reference: CONSOL Energy Inc. Exchange

All other questions should be addressed to CONSOL Energy Inc., CNX Center, 1000 CONSOL Energy Drive, Canonsburg, PA 15317-6505, Attn. General Counsel.

Fees and Expenses

We will bear the expenses of soliciting tenders. The principal solicitation is being made by mailmail; however, we may make additional solicitation by the exchange agent. Additional solicitation may be made bye-mail, telephone facsimile or in person by our officers and regular employees and by persons so engaged bythose of our affiliates.

We have not retained any dealer-manager in connection with the exchange agent.

offer and will not make any payments to broker-dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for its related reasonable out-of-pocket expenses.

We will pay the cash expenses to be incurred in connection therewith and pay otherwith the exchange offer. They include SEC registration expenses, includingfees, fees and expenses of the exchange agent and trustee, under the indenture, filing fees, blue skyaccounting and legal fees and printing costs and distributionrelated fees and expenses. We will not make any payment to brokers, dealers or others soliciting acceptances of the exchange offer.

Accounting Treatment

We will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer. We will amortize the expense of the exchange offer over the term of the exchange notes in accordance with accounting principles generally accepted in the United States of America.

Transfer Taxes

We will pay all transfer taxes, if any, in connection withapplicable to the exchange of originalold notes for exchangenew notes in the exchange offer. TheEach tendering holder, however, will be required to pay any transfer taxes, whether imposed on the recordregistered holder or any other person, if we are instructed to registera transfer tax is imposed for any reason other than the exchange of old notes for new notes in the nameexchange offer.

Consequences of or requestedFailure to return any originalExchange

If you do not exchange your old notes not tendered or not acceptedfor new notes in the exchange offer, the old notes you hold will remain outstanding and continue to a person other than the registered tendering holder.

Consequences of Exchanging or Failing to Exchange the Original Notes

Holders of original notes who do not exchange their original notes for exchange notes in the exchange offeraccrue interest, but will continue to be subject to the provisions in the indenture regarding transfer and exchange of the original notes and theexisting restrictions on transfer of the original notes as described in the legend on the original notes as a consequence of the issuance of the original notes under exemptions from, or in transactions not subject to, the

registration requirements of the Securities Act and applicable state securities laws.transfer. In general, the original notesyou may not be offeredoffer or sold, unless registered undersell the Securities Act,old notes except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Original note holders thatAfter the expiration of this exchange offer, we do not intend to register old notes under the Securities Act unless the registration rights agreement requires us to do so.