UNITED STATES OF AMERICA
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q


[X]  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE SECURITIES
        EXCHANGE  ACT  OF  1934  FOR  THE QUARTERLY PERIOD ENDED MARCH 31, 2002.

                                       or

[  ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d) OF THE SECURITIES
      EXCHANGE  ACT OF 1934 FOR THE TRANSITION PERIOD FROM ___-____ TO __-_____.


                      Commission file number: 333-29001-01



                          ENERGY CORPORATION OF AMERICA
             (Exact name of registrant as specified in its charter)



                            WEST VIRGINIA  84-1235822
         (State or other jurisdiction of incorporation or organization)
                        (IRS Employer Identification No.)

                      4643 SOUTH ULSTER STREET, SUITE 1100
                             DENVER, COLORADO 80237
              (Address of principal executive offices and zip code)

                                 (303) 694-2667
              (Registrant's telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
    the preceding 12 months (or for such shorter period that the registrant was
      required to file such reports), and (2) has been subject to such filing
                       requirements for the past 90 days.
                                 Yes   X    No ___
                                     ----


    The number of shares of the Registrant's common stock, par value $1.00 per
                              share, outstanding at
                       March 31, 2002 was 628,818 shares.

<PAGE>
                          ENERGY CORPORATION OF AMERICA

                                TABLE OF CONTENTS


                                                                          PAGES
PART  I  FINANCIAL  INFORMATION

     Item  1.  Financial  Statements

     Condensed  Consolidated  Balance  Sheets
        March  31,  2002  (unaudited)  and  June  30,  2001                   3

     Unaudited  Condensed  Consolidated  Statements  of  Operations
        For the three and nine months ended March 31, 2002 and 2001           5

     Unaudited  Condensed  Consolidated  Statements  of  Cash  Flows
        For  the  nine  months  ended  March  31,  2002  and  2001            6

     Unaudited Condensed Consolidated Statements of Comprehensive Income
        For the three and nine months ended March 31, 2002 and 2001           7

     Notes to Unaudited Condensed Consolidated Financial Statements           8

     Item 2. Management's Discussion and Analysis of Results of
             Operation and Financial  Condition                              11

     Item  3. Quantitative and Qualitative Disclosures About Market Risk     16


PART  II  OTHER  INFORMATION

     Item  1.  Legal  Proceedings                                            18

     Item  2.  Changes  in  Securities                                       18

     Item  3.  Defaults  Upon  Senior  Securities                            18

     Item  4.  Submission of Matters to a Vote of Security Holders           19

     Item  5.  Other  Information                                            19

     Item  6.  Exhibits  and  Reports  on  Form  8-K                         19

     Signatures                                                              20

<PAGE>

PART  I  FINANCIAL  INFORMATION
ITEM  1.  FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>

ENERGY CORPORATION OF AMERICA
CONDENSED CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS)
------------------------------------------------------------------------------------
<S>                                                              <C>        <C>
                                                                  MARCH 31   JUNE 30
                                                                   2002       2001
                                                                 (UNAUDITED)   *
 ASSETS

 CURRENT ASSETS
    Cash and cash equivalents . . . . . . . . . . . . . . . . .  $  27,319  $ 80,336
    Accounts receivable, net of allowance for doubtful
       accounts of $442 and $457. . . . . . . . . . . . . . . .     19,185    23,388
    Gas in storage. . . . . . . . . . . . . . . . . . . . . . .        267     1,069
    Deferred income tax asset . . . . . . . . . . . . . . . . .      7,467     7,467
    Prepaid and other current assets. . . . . . . . . . . . . .      3,343     6,369
                                                                 ---------  --------
       Total current assets . . . . . . . . . . . . . . . . . .     57,581   118,629
                                                                 ---------  --------

 Property, plant and equipment, net of accumulated
    depreciation and depletion of $112,794 and $102,223 . . . .    259,369   248,659
                                                                 ---------  --------

 OTHER ASSETS
    Deferred financing costs, net of accumulated
       amortization of $3,539 and $2,987. . . . . . . . . . . .      3,801     4,353
    Notes receivable. . . . . . . . . . . . . . . . . . . . . .      1,807     1,867
    Other . . . . . . . . . . . . . . . . . . . . . . . . . . .     10,723     7,024
                                                                 ---------  --------
       Total other assets . . . . . . . . . . . . . . . . . . .     16,331    13,244
                                                                 ---------  --------

 TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 333,281  $380,532
                                                                 =========  ========

 *   Condensed from audited consolidated financial statements.
<FN>

 The  accompanying  notes  are  an  integral  part  of  these condensed consolidated
financial  statements.
</TABLE>

                                      -3-
<PAGE>

<TABLE>
<CAPTION>

ENERGY CORPORATION OF AMERICA
CONDENSED CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
-------------------------------------------------------------------------------------
<S>                                                              <C>        <C>
                                                                  MARCH      JUNE 30
                                                                   2002       2001
                                                               (UNAUDITED)     *
 LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES
    Accounts payable and accrued expenses . . . . . . . . . . .  $ 17,505   $ 18,979
    Current portion of long-term debt . . . . . . . . . . . . .       154        151
    Funds held for future distribution. . . . . . . . . . . . .     8,384     14,666
    Taxes payable . . . . . . . . . . . . . . . . . . . . . . .     5,438      7,860
    Other current liabilities . . . . . . . . . . . . . . . . .     8,170     23,932
                                                                 ---------  ---------
       Total current liabilities. . . . . . . . . . . . . . . .    39,651     65,588

 LONG-TERM OBLIGATIONS
    Long-term debt. . . . . . . . . . . . . . . . . . . . . . .   198,787    198,902
    Gas delivery obligation and deferred revenue. . . . . . . .     7,344     11,321
    Deferred income tax liability . . . . . . . . . . . . . . .    27,609     29,888
    Other long-term obligation. . . . . . . . . . . . . . . . .     9,059     10,007
                                                                 ---------  ---------
       Total liabilities. . . . . . . . . . . . . . . . . . . .   282,450    315,706
                                                                 ---------  ---------


 STOCKHOLDERS' EQUITY
    Common stock, par value $1.00; 2,000,000 shares
       authorized; 730,039 shares issued. . . . . . . . . . . .       730        730
    Class A stock, no par value; 100,000 shares authorized;
       39,473 and 36,067 shares issued. . . . . . . . . . . . .     4,218      3,732
    Additional paid in capital. . . . . . . . . . . . . . . . .     5,503      5,503
    Retained earnings . . . . . . . . . . . . . . . . . . . . .    53,904     63,653
    Treasury stock and notes receivable arising from the
       issuance of common stock . . . . . . . . . . . . . . . .   (10,489)    (9,293)
    Accumulated comprehensive income (loss) . . . . . . . . . .    (3,035)       501
                                                                 ---------  ---------
       Total stockholders' equity . . . . . . . . . . . . . . .    50,831     64,826
                                                                 ---------  ---------

 TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $333,281   $380,532
                                                                 =========  =========

 *   Condensed from audited consolidated financial statements.
<FN>

 The  accompanying  notes  are  an  integral  part  of  these  condensed consolidated
financial  statements.
</TABLE>

                                      -4-
<PAGE>
<TABLE>
<CAPTION>

ENERGY CORPORATION OF AMERICA
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED - AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
----------------------------------------------------------------------------------------------------------------------------------

                                                                       FOR THE THREE MONTHS ENDED      FOR THE NINE MONTHS ENDED
                                                                                 MARCH 31                       MARCH 31
                                                                          2002             2001             2002           2001
<S>                                                                <C>              <C>             <C>             <C>
 REVENUES:
    Gas marketing and pipeline sales. . . . . . . . . . . . . . .  $        9,153   $      28,688   $      29,683   $      67,876
    Oil and gas sales . . . . . . . . . . . . . . . . . . . . . .           8,095          14,521          29,393          30,728
    Well operations and service revenues. . . . . . . . . . . . .           1,325           1,366           4,048           4,030
    Other revenue . . . . . . . . . . . . . . . . . . . . . . . .                             534                           1,455
                                                                   ---------------  --------------  --------------  --------------
                                                                           18,573          45,109          63,124         104,089
                                                                   ---------------  --------------  --------------  --------------
 COST AND EXPENSES:
    Gas marketing and pipeline cost . . . . . . . . . . . . . . .           8,115          27,640          27,262          64,711
    Field operating expenses. . . . . . . . . . . . . . . . . . .           2,624           2,204           7,748           6,171
    General and administrative. . . . . . . . . . . . . . . . . .           3,955           3,285          10,982           8,944
    Taxes, other than income. . . . . . . . . . . . . . . . . . .             500           1,156           1,402           2,583
    Depletion and depreciation, oil and gas related . . . . . . .           2,939           2,584           9,418           6,621
    Depreciation of pipelines and equipment . . . . . . . . . . .             718             678           2,137           2,024
    Exploration and impairment. . . . . . . . . . . . . . . . . .           3,308           9,948           4,698          12,586
                                                                   ---------------  --------------  --------------  --------------
                                                                           22,159          47,495          63,647         103,640
                                                                   ---------------  --------------  --------------  --------------
    Income (loss) from operations . . . . . . . . . . . . . . . .          (3,586)         (2,386)           (523)            449
 OTHER (INCOME) EXPENSE
    Interest expense. . . . . . . . . . . . . . . . . . . . . . .           4,910           4,869          14,836          15,193
    Interest income and other . . . . . . . . . . . . . . . . . .            (234)         (1,817)         (1,670)         (6,220)
                                                                   ---------------  --------------  --------------  --------------
 Loss from continuing operations before income taxes. . . . . . .          (8,262)         (5,438)        (13,689)         (8,524)
 Income tax benefit . . . . . . . . . . . . . . . . . . . . . . .          (2,904)         (1,848)         (4,728)         (2,836)
                                                                   ---------------  --------------  --------------  --------------
 Loss from continuing operations. . . . . . . . . . . . . . . . .          (5,358)         (3,590)         (8,961)         (5,688)
                                                                   ---------------  --------------  --------------  --------------
 Disposal of utility operations:
    Loss from utility operations, net of income tax . . . . . . .                                                          (1,949)
    Gain (loss) on sale of utility operations, net of income tax.                              (9)                         85,381
                                                                   ---------------  --------------  --------------  --------------
    Net income (loss) from disposal of utility operations . . . .               -              (9)              -          83,432
 Extraordinary gain (loss) on extinguishment of debt, net of tax.               -             (23)              -             356
                                                                   ---------------  --------------  --------------  --------------
 NET INCOME (LOSS). . . . . . . . . . . . . . . . . . . . . . . .  $       (5,358)  $      (3,622)  $      (8,961)  $      78,100
                                                                   ===============  ==============  ==============  ==============

 Basic and diluted earnings per common share:
    Loss from continuing operations . . . . . . . . . . . . . . .  $        (8.16)  $       (5.41)  $      (13.60)  $       (8.55)
    Income (loss) from disposed utility operations. . . . . . . .                           (0.01)                         125.35
    Extraordinary gain (loss) on extinguishment of debt . . . . .                           (0.03)                           0.53
                                                                   ---------------  --------------  --------------  --------------
    Net income (loss) . . . . . . . . . . . . . . . . . . . . . .  $        (8.16)  $       (5.45)  $      (13.60)  $      117.33
                                                                   ===============  ==============  ==============  ==============
<FN>

 The  accompanying  notes  are  an  integral  part  of  these  condensed  consolidated  financial  statements.
</TABLE>

                                      -5-
<PAGE>
<TABLE>
<CAPTION>

ENERGY CORPORATION OF AMERICA
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED - AMOUNTS IN THOUSANDS)
----------------------------------------------------------------------------------------------------------

                                                                                    FOR THE NINE MONTHS
                                                                                       ENDED MARCH 31
                                                                                     2002          2001
<S>                                                                               <C>        <C>
 CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss from continuing operations. . . . . . . . . . . . . . . . . . . . .  $ (8,961)  $     (5,688)
    Adjustments to reconcile net loss to net cash used by operating activities:
       Depletion, depreciation and amortization. . . . . . . . . . . . . . . . .    12,107          9,319
       Impairment expense. . . . . . . . . . . . . . . . . . . . . . . . . . . .     4,291         12,176
       Other, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    (1,203)        (2,715)
                                                                                  ---------  -------------
                                                                                     6,234         13,092
    Changes in assets and liabilities:
       Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . .     3,093         (8,877)
       Gas in storage. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       706            215
       Prepaid and other assets. . . . . . . . . . . . . . . . . . . . . . . . .    (1,114)        (1,251)
       Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    (1,915)         9,728
       Income taxes payable. . . . . . . . . . . . . . . . . . . . . . . . . . .    (2,443)       (17,430)
       Funds held for future distributions . . . . . . . . . . . . . . . . . . .    (6,282)         2,040
       Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   (20,368)        (1,350)
                                                                                  ---------  -------------
       Net cash used by operating activities from continuing operations. . . . .   (22,089)        (3,833)
       Net cash used by operating activities from disposed operations. . . . . .                  (25,751)
                                                                                  ---------  -------------
       Net cash used by operating activities . . . . . . . . . . . . . . . . . .   (22,089)       (29,584)
                                                                                  ---------  -------------
 CASH FLOWS FROM INVESTING ACTIVITIES
    Expenditures for property, plant and equipment . . . . . . . . . . . . . . .   (29,291)       (80,612)
    Proceeds from sale of assets . . . . . . . . . . . . . . . . . . . . . . . .       506          1,478
    Notes receivable and other . . . . . . . . . . . . . . . . . . . . . . . . .       (52)        (4,194)
                                                                                  ---------  -------------
       Net cash used by investing activities from continuing operations. . . . .   (28,837)       (83,328)
       Net cash provided by investing activities from disposed operations. . . .                  224,765
                                                                                  ---------  -------------
       Net cash provided (used) by investing activities. . . . . . . . . . . . .   (28,837)       141,437
                                                                                  ---------  -------------
 CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from long-term debt . . . . . . . . . . . . . . . . . . . . . . . .                    7,825
    Principal payment on long-term debt. . . . . . . . . . . . . . . . . . . . .      (113)       (21,813)
    Principal payment on short-term borrowing. . . . . . . . . . . . . . . . . .                   (2,000)
    Purchase of treasury stock and other financing activities. . . . . . . . . .    (1,187)          (739)
    Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (791)        (3,340)
                                                                                  ---------  -------------
       Net cash used by financing activities from continuing operations. . . . .    (2,091)       (20,067)
       Net cash provided by financing activities from disposed operations. . . .                    6,539
                                                                                  ---------  -------------
       Net cash used by financing activities . . . . . . . . . . . . . . . . . .    (2,091)       (13,528)
                                                                                  ---------  -------------
       Net increase (decrease) in cash and cash equivalents. . . . . . . . . . .   (53,017)        98,325
       Cash and cash equivalents, beginning of period. . . . . . . . . . . . . .    80,336          3,310
                                                                                  ---------  -------------
 Cash and cash equivalents, end of period. . . . . . . . . . . . . . . . . . . .  $ 27,319   $    101,635
                                                                                  =========  =============
<FN>

 The  accompanying  notes  are  an  integral  part  of  these condensed consolidated financial statements.
</TABLE>

                                      -6-
<PAGE>
<TABLE>
<CAPTION>



ENERGY CORPORATION OF AMERICA
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED - AMOUNTS IN THOUSANDS)
--------------------------------------------------------------------------------------------------------------

                                                                 THREE MONTHS ENDED         NINE MONTHS ENDED
                                                                      MARCH 31                  MARCH 31
                                                                   2002        2001          2002       2001
<S>                                                         <C>             <C>         <C>            <C>
 Net income (loss) . . . . . . . . . . . . . . . . . . . .  $      (5,358)  $  (3,622)  $     (8,961)  $78,100
                                                            --------------  ----------  -------------  --------
 Other comprehensive income (loss), net of tax:
    Foreign currency translation adjustment:
       Current period change . . . . . . . . . . . . . . .            (66)     (2,583)        (1,007)   (1,004)
    Marketable securities:
       Current period change . . . . . . . . . . . . . . .            (39)         45            (41)      136
    Oil and Gas derivatives:
       Net cumulative effect adjustment. . . . . . . . . .                                              (2,153)
       Current period transactions . . . . . . . . . . . .             39       3,950          1,661    (5,612)
       Reclassification to earnings. . . . . . . . . . . .           (674)      2,988         (4,149)    4,737
                                                            --------------  ----------  -------------  --------
 Other comprehensive income (loss), net of tax . . . . . .           (740)      4,400         (3,536)   (3,896)
                                                            --------------  ----------  -------------  --------
 Comprehensive income (loss) . . . . . . . . . . . . . . .  $      (6,098)  $     778   $    (12,497)  $74,204
                                                            ==============  ==========  =============  ========

<FN>
The  accompanying  notes  are  an  integral  part  of  these  condensed  consolidated  financial  statements.
</TABLE>

                                      -7-
<PAGE>
                          ENERGY CORPORATION OF AMERICA
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002


1.     Nature  of  Organization

Energy Corporation of America (the "Company") was formed in June 1993 through an
exchange  of  shares  with  the  common  stockholders of Eastern American Energy
Corporation ("Eastern American").  The Company is an independent energy company.
All  references  to  the "Company" include Energy Corporation of America and its
consolidated  subsidiaries.

The Company, through its wholly owned subsidiary Eastern American, is engaged in
exploration, development and production, transportation and marketing of natural
gas  primarily  within  the  Appalachian  Basin  states  of  West  Virginia,
Pennsylvania,  Kentucky  and  Ohio.

The  Company,  through  its wholly owned subsidiaries Westech Energy Corporation
and Westech Energy New Zealand, is engaged in the exploration for and production
of  oil and natural gas primarily in the Rocky Mountains, Texas and New Zealand.

In  August  2000,  the  Company sold its wholly owned regulated gas distribution
utility,  Mountaineer  Gas  Company  ("Mountaineer").  The  financial statements
exclude the operating results of this segment from continuing operations and for
accounting  purposes  classify  such  as  discontinued  operations.


2.     Accounting  Policies

Reference  is  hereby  made  to the Company's Annual Report on Form 10-K for the
fiscal  year  ended  June 30, 2001, which contains a summary of major accounting
policies  followed  in  preparation  of  its  consolidated financial statements.
These  policies  were  also  followed in preparing the quarterly report included
herein.

Management  of  the  Company  believes  that all adjustments, consisting of only
normal  recurring  accruals, necessary for a fair presentation of the results of
such  interim periods have been made.  The results of operations for the periods
ended  March  31,  2002  are  not  necessarily  indicative  of the results to be
expected  for  the  full  year.

Certain  amounts  in  the  financial  statements  of  prior  periods  have  been
reclassified  to  conform  to  the  current  period  presentation.

                                      -8-
<PAGE>
3.     Earnings  per  Share

A  reconciliation  of  the  components  of basic and diluted net loss per common
share  is as follows for the loss from continuing operations available to common
shareholders:

<TABLE>
<CAPTION>

<S>                                <C>           <C>      <C>
                                        Loss      Shares   Per Share
                                   ------------  -------  -----------
Three months ended March 31, 2002  $(5,358,000)  656,566  $    (8.16)
Nine months ended March 31, 2002.   (8,961,000)  658,662      (13.60)
Three months ended March 31, 2001   (3,590,000)  664,042       (5.41)
Nine months ended March 31, 2001.   (5,688,000)  665,567       (8.55)
</TABLE>

The  effect  of outstanding stock options was not included in the computation of
diluted  earnings  per  share  because  to  do  so would have been antidilutive.

4.     Industry  Segments

The  Company's  reportable  business  segments have been identified based on the
differences  in products and service provided.  Revenues for the exploration and
production  segment  are derived from the production and sale of natural gas and
crude  oil.  Revenues  for  the  marketing  and  pipeline segment arise from the
marketing  of  both Company and third party produced natural gas volumes and the
related  transportation.  The  Company utilizes earnings before interest, taxes,
depreciation,  depletion,  amortization  and  impairment  and  exploratory costs
("EBITDAX")  to  evaluate  the  operations  of  each  segment.

                                      -9-
<PAGE>

Summarized  financial  information  for  the  Company's  reportable segments for
continuing  operations  is  as  follows  (in  thousands):

<TABLE>
<CAPTION>

                                             Exploration    Marketing
                                                 and           and
                                             Production     Pipeline      Other     Consolidated
                                            -------------  -----------  ---------  --------------
<S>                                         <C>            <C>          <C>        <C>
 For the nine months ended March 31, 2002
------------------------------------------
   Sales to unaffiliated customers . . . .  $     33,441   $   29,683              $      63,124
   Depreciation, depletion, amortization .        10,459          658        438          11,555
   Impairment and exploratory costs. . . .         4,698                                   4,698
   Operating profit (loss) . . . . . . . .          (363)           4       (164)           (523)
   Interest expense. . . . . . . . . . . .        17,350       (5,446)     2,932          14,836
   EBITDAX . . . . . . . . . . . . . . . .        16,441          716        243          17,400
   Total assets. . . . . . . . . . . . . .       150,152       73,867    109,262         333,281
   Capital expenditures. . . . . . . . . .        25,108           95      4,088          29,291
------------------------------------------  -------------  -----------  ---------  --------------
 For the nine months ended March 31, 2001
------------------------------------------
   Sales to unaffiliated customers . . . .  $     34,758   $   67,876   $  1,455   $     104,089
   Depreciation, depletion, amortization .         7,598          730        317           8,645
   Impairment and exploratory costs. . . .         5,335                   7,251          12,586
   Operating profit (loss) . . . . . . . .         8,993        1,083     (9,627)            449
   Interest expense. . . . . . . . . . . .            57            2     15,134          15,193
   EBITDAX . . . . . . . . . . . . . . . .        22,378        1,330      4,192          27,900
   Total assets. . . . . . . . . . . . . .       150,350       65,439    158,811         374,600
   Capital expenditures. . . . . . . . . .        77,200          801      2,289          80,290
</TABLE>

Operating  profit  (loss)  represents  revenues  less  costs  which are directly
associated  with  such  operations.  Revenues  are  priced  and  accounted  for
consistently  for  both unaffiliated and intersegment sales.  The 'Other' column
includes  corporate-related  items,  including  corporate  debt,  non-reportable
segments and elimination items.  Included in the total assets of the exploration
and  production segment are net long-lived assets located in New Zealand of $2.7
million  and  $5.3  million  as  of March 31, 2002 and 2001.  Effective June 30,
2001,  for  the  2001  fiscal  year,  the  Company initiated a new policy, which
reallocates certain costs, including interest expense, to the operating segments
based  on  resource  utilization.


5.     Derivative  Instruments  and  Hedging  Activities

The  Company periodically hedges a portion of its oil and gas production through
futures  and swap agreements.  The purpose of the hedges is to provide a measure
of stability in the volatile environment of oil and gas prices and to manage its
exposure  to  commodity price risk under existing sales commitments.  All of the
Company's price swap agreements in place are designated as cash flow hedges.  At
March  31, 2002, the Company recorded a $0.1 million short term derivative asset
and a $0.1 million short term derivative liability.  The estimated net amount of
the  existing  gains  within  other comprehensive income that are expected to be
reclassified  into  earnings  within  the  next  12 months is approximately $0.1
million.  The  Company  has  partially hedged its exposure to the variability in
future  cash  flows  through  April  2002.

     The  Company entered into a natural gas sales contract with Allegheny Power
Company  to  supply  5,500  Mmbtu per day beginning December 2001 and continuing
through  October  2004.  The  Company  will receive a Henry Hub NYMEX base price
with  a  collar  between  $2.75  and  $4.85 per Mmbtu, plus an Appalachian Basis
adjustment.

                                      -10-
<PAGE>

6.     Contingencies

In  addition  to  the matters discussed in Legal Proceedings at Part II, Item 1,
the Company is involved in various other legal actions and claims arising in the
ordinary  course  of  business.  While  the  outcome of the lawsuits against the
Company  cannot  be  predicted  with certainty, management does not expect these
matters  to  have  a  material  adverse  effect  on  the Company's operations or
financial  position.

         ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
         -------     --------------------------------------------------
                       OPERATIONS AND FINANCIAL CONDITION
                       ----------------------------------

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
--------------------------------------------------------------------------------

     This  discussion  and  analysis  of  financial  condition  and  results  of
operations,  and  other  sections  of  this  Form  10-Q, contain forward-looking
statements  that  are  based  on  management's  beliefs,  assumptions,  current
expectations,  estimates,  intentions  and  projections  about  the  oil and gas
industry,  the  economy  and  about  the  Company  itself.  Words  such  as
"anticipates,"  "believes,"  "estimates," "expects," "forecasts," "intends," "is
likely,"  "plans,"  "predicts," "projects," variations of such words and similar
expressions  are  intended to identify such forward-looking statements under the
Private  Securities  Litigation  Reform  Act of 1995.  The Company cautions that
these  statements  are  not guarantees of future performance and involve certain
risks,  uncertainties  and assumptions that are difficult to predict with regard
to  timing,  extent,  likelihood  and  degree  of occurrence.  Therefore, actual
results  and  outcomes  may  materially  differ  from  what  may be expressed or
forecasted  in  such  forward-looking  statements.  Furthermore,  the  Company
undertakes no obligation to update, amend or clarify forward-looking statements,
whether  as  a  result  of  new  information,  future  events  or  otherwise.

     Important factors that could cause actual results to differ materially from
the  forward-looking  statements  include,  but  are  not  limited  to,  weather
conditions, changes in production volumes, worldwide demand and commodity prices
for  petroleum natural resources, the timing and extent of the Company's success
in  discovering,  acquiring,  developing  and  producing  oil  and  natural  gas
reserves,  risks  incident  to the drilling and operation of oil and natural gas
wells, future production and development costs, foreign currency exchange rates,
the  effect  of  existing  and  future  laws,  governmental  regulations and the
political  and economic climate of the United States and New Zealand, the effect
of  hedging  activities,  and  conditions  in  the  capital  markets.

     The  following  should  be read in conjunction with the Company's Financial
Statements  and  Notes  (including  the  segment information) at Part I, Item 1.

COMPARISON  OF  RESULTS  OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2002
--------------------------------------------------------------------------------
AND  2001
---------

     The  Company recorded a net loss from continuing operations of $5.4 million
for  the quarter ended March 31, 2002 compared to a net loss of $3.6 million for
the  same  period in 2001.  The decrease in income of $1.8 million is attributed
to  the  net of a $26.5 million decrease in revenue, a $25.3 million decrease in
operating  expenses, a $1.6 million decrease in other non-operating income and a
$1.0  million  increase  in  income  tax  benefits.

                                      -11-
<PAGE>

     REVENUES.  Total  revenues  decreased  $26.5  million  or 58.8% between the
     --------
quarters.  The  net  decrease  was  due to a 68.1% decrease in gas marketing and
pipeline  sales,  a  44.3%  decrease in oil and gas sales and a 100% decrease in
other  operating  revenue.  Well  operations  and  service  revenues  remained
relatively  constant.

     Revenues from gas marketing and pipeline sales decreased $19.5 million from
$28.7  million  during  the  period  ended March 31, 2001 to $9.2 million in the
period  ended  March  31,  2002.  Gas  marketing revenue decreased $16.8 million
primarily  due to a 63% decrease in the average sales price per Mmbtu from $7.77
for the prior period to $2.87 for the current period. A 23% decrease in marketed
gas volumes from 3.1 million Mmbtu to 2.4 million Mmbtu for the same period also
contributed  to  the decline. For the total gas marketing revenue decline, $11.7
million  is  attributed  to  the  price  decrease and $5.6 million to the volume
decrease, which was partially offset by a $0.5 million bad debt write off during
the prior period. Pipeline revenue decreased $2.7 million primarily due to a 53%
decrease  in  the average sales price per Mmbtu from $6.38 for the quarter ended
March  31,  2001 to $3.00 for the quarter ended March 31, 2002, attributing $2.4
million  to  the  total decrease. An 8% decrease in gas volumes from 0.8 million
Mmbtu  to 0.7 million Mmbtu for the same period also contributed to the decline.

     Revenues  from  oil and gas sales decreased $6.4 million from $14.5 million
for the quarter ended March 31, 2001 to $8.1 million for the quarter ended March
31,  2002.  The  average  Mcf  price declined from $7.74 for the prior period to
$2.55 for the current period.  The Company's gas production decreased 98.9 Mmcf,
4.0%,  from  2,447.3  Mmcf to 2,348.4 Mmcf between the periods.  The average Bbl
price  declined  from  $27.01  for  the  prior quarter to $19.70 for the current
quarter.  This  price  decrease  was  offset by an increase in production of 236
Bbl,  less than 1%, from 26,342 Bbl to 26,578 Bbl between the quarters.  The net
effect  of the decrease in prices and variance in production between the periods
was a decrease of $13.2 million to oil and gas sales.  The decrease is comprised
of  the  following  variances;  gas price decrease $12.2 million, gas production
decline  $0.8  million  and  oil price decrease $0.2 million.  This decrease was
offset by recognized gains on related hedging transactions, which totaled a gain
of  $1.3 million for the quarter ended March 31, 2002 compared to a loss of $5.3
million for the quarter ended March 31, 2001.  The average price per Mcfe, after
hedging,  was  $3.23  and  $5.57 for the quarters ended March 31, 2002 and 2001.

     Other  operating  revenue decreased from $0.5 million for the quarter ended
March 31, 2001 to zero for the current quarter. The revenue in the prior quarter
was  attributed  to  a  management contract whereby the Company provided certain
services,  which  terminated  March  31,  2001.

     COSTS  AND  EXPENSES.  The  Company's  costs  and  expenses decreased $25.3
     --------------------
million  or  53.3%  between  the  periods  primarily  as a net result of a 70.6%
decrease  in  gas  marketing  and  pipeline costs, a 19.1% increase in field and
lease  operating  expenses,  a  20.4%  increase  in  general  and administrative
expenses,  a  56.8% decrease in taxes other than income, a 13.7% increase in oil
and  gas  related  depreciation, depletion and amortization expenses and a 66.8%
decrease  in  exploration  and  impairment  costs.

     Gas  marketing  and  pipeline  costs decreased $19.5 million. Gas marketing
cost  decreased  $16.2  million  primarily  due to a 64% decrease in the average
price  paid  per  Mmbtu from $7.37 for the quarter ended March 31, 2001 to $2.68
for  the  quarter  ended March 31, 2002. Also contributing to the decrease was a
22% decline in purchased gas volumes from 3.1 million Mmbtu to 2.4 million Mmbtu
for  the  same  period. Pipeline costs decreased $3.3 million primarily due to a
62%  decrease  in  the average price paid for gas purchased from $6.40 per Mmbtu
for the prior period to $2.41 for the current period. Purchased gas volumes also
decreased  0.1  Mmbtu,  9.5%,  for  the  same  period.

     Field  and lease operating expenses increased $0.4 million primarily as the
result  of  increased  payroll  expenses.

                                      -12-
<PAGE>

     General  and  administrative  expenses  increased  $0.7  million because of
higher  costs,  primarily  related to payroll and employee benefits, legal fees,
charitable  contributions  and  increased  Texas  activity.

     Taxes  other  than income decreased $0.7 million primarily due to decreased
oil  and  gas  prices. Production taxes are based on wellhead prices and are not
affected  by  hedging  activity.

     Oil  and  gas  related  depreciation,  depletion  and amortization expenses
increased  $0.4  million  primarily  as  a  result of increased depletion rates.

     Exploration and impairment expenses decreased $6.6 million primarily due to
non-oil  and gas related impairments made in the prior year of $7.3 million. The
reduced  impairments  were  offset  by  current dry hole costs, primarily in New
Zealand.

     OTHER  NON-OPERATING  INCOME.  Other  non-operating  income  decreased $1.6
     ----------------------------
million  or  87.1%,  when comparing the periods. This is primarily the result of
less  interest  income  due  to  a decreased cash balance of $74.3 million, when
comparing  the  end  of  the  periods.

     INCOME TAX.  The benefit for income taxes increased $1.0 million due to the
     ----------
$2.8  million  increased  loss  from  continuing  operation.


COMPARISON OF RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED MARCH 31, 2002 AND
--------------------------------------------------------------------------------
2001
----

     The  Company recorded a net loss from continuing operations of $9.0 million
for  the  nine  month period ended March 31, 2002 compared to a net loss of $5.7
million  for the same period in 2001.  The decrease in income of $3.3 million is
attributed  to  the  net of a $41.0 million decrease in revenue, a $40.0 million
decrease  in  operating expenses, a $0.4 million decrease to interest expense, a
$4.6  million decrease in other non-operating income and a $1.9 million increase
in  income  tax  benefits.

     REVENUES.  Total  revenues  decreased  $41.0  million  or 39.7% between the
     --------
periods.  The  net  decrease  was  due  to a 56.3% decrease in gas marketing and
pipeline  sales,  a  4.3%  decrease  in oil and gas sales and a 100% decrease in
other  operating  revenue.  Well  operations  and  service  revenues  remained
relatively  constant.

     Revenues from gas marketing and pipeline sales decreased $38.2 million from
$67.9  million  during  the  period ended March 31, 2001 to $29.7 million in the
period  ended  March  31,  2002.  Gas  marketing revenue decreased $32.8 million
primarily  due to a 51% decrease in the average sales price per Mmbtu from $6.06
for  the  prior  period  to  $2.97  for  the  current period. An 18% decrease in
marketed  gas  volumes  from 9.3 million Mmbtu to 7.6 million Mmbtu for the same
period  also  contributed  to  the  decline. For the total gas marketing revenue
decline,  $23.1 million is attributed to the price decrease and $10.2 million to
the volume decrease, which was partially offset by a $0.5 million bad debt write
off  during  the prior period. Pipeline revenue decreased $5.4 million primarily
due  to  a  40% decrease in the average sales price per Mmbtu from $5.07 for the
period  ended March 31, 2001 to $3.05 for the period ended March 31, 2002. An 8%
decrease in gas volumes from 2.3 million Mmbtu to 2.2 million Mmbtu for the same
period  also  contributed  to  the  decline.

     Revenues  from  oil and gas sales decreased $1.3 million from $30.7 million
for  the period ended March 31, 2001 to $29.4 million for the period ended March
31,  2002.  The  average  Mcf  price declined from $5.82 for the prior period to
$2.65  for  the  current  period. The Company's gas production increased 1,110.9
Mmcf,  17.5%  from  6,352.1  Mmcf to 7,463.0 Mmcf between the periods, which was
attributed  to  drilling  and  acquisitions. The average Bbl price declined from
$26.92  for  the  prior  period  to  $20.67  for  the current period. This price
decrease  was  offset  by  an  increase  in  production  of  14,857  Bbl, 18.3%,

                                      -13-
<PAGE>

from  81,365  to  96,222  between the periods. The net effect of the decrease in
prices  and  increase  in production between the periods was a decrease of $17.4
million  to  oil  and  gas  sales.  The  decrease  is comprised of the following
variances;  gas  price  decrease  $23.7  million,  gas  production increase $6.5
million,  oil  price  decrease  $0.6  million  and  oil production increase $0.4
million.  This  decrease  was  offset  by  recognized  gains  on related hedging
transactions,  which  totaled  a gain of $7.1 million for the period ended March
31, 2002 compared to a loss of $8.6 million for the period ended March 31, 2001.
The  average  price per Mcfe, after hedging, was $3.66 and $4.49 for the periods
ended  March  31,  2002  and  2001.

     Other  operating  revenue  decreased from $1.5 million for the period ended
March  31,  2001 to zero for the current period. The revenue in the prior period
was  attributed  to  a  management contract whereby the Company provided certain
services,  which  terminated  March  31,  2001.

    COSTS AND EXPENSES. The Company's costs and expenses decreased $40.0 million
    ------------------
or  36.6%  between  the periods primarily as a net result of a 57.9% decrease in
gas  marketing and pipeline costs, a 25.6% increase in field and lease operating
expenses,  a  22.8%  increase  in  general  and administrative expenses, a 45.7%
decrease  in  taxes  other  than income, a 42.2% increase in oil and gas related
depreciation,  depletion  and  amortization  expenses  and  a  62.7% decrease in
exploration  and  impairment  costs.

     Gas  marketing  and  pipeline  costs decreased $37.4 million. Gas marketing
cost  decreased  $31.4  million  primarily  due to a 51% decrease in the average
price paid per Mmbtu from $5.77 for the period ended March 31, 2001 to $2.85 for
the  period  ended  March  31, 2002. Also contributing to the decrease was a 17%
decline in purchased gas volumes from 9.2 million Mmbtu to 7.6 million Mmbtu for
the  same  period.  Pipeline costs decreased $6.0 million primarily due to a 47%
decrease  in  the  average price paid for gas purchased from $4.81 per Mmbtu for
the  prior  period  to  $2.56 for the current period. Purchased gas volumes also
decreased  0.2  million  Mmbtu,  9%,  for  the  same  period.

     Field  and lease operating expenses increased $1.6 million primarily as the
result  of an acquisition that occurred during the second quarter of fiscal year
2001,  increased  Texas activity and other increased expenses, primarily payroll
costs.

     General  and  administrative  expenses  increased  $2.0  million because of
higher  costs,  primarily  related  to  payroll  and  employee benefits, outside
professional fees (legal and accounting), charitable contributions and increased
Texas  activity.

     Taxes  other  than income decreased $1.2 million primarily due to decreased
oil  and  gas  prices. Production taxes are based on wellhead prices and are not
affected  by  hedging  activity.

     Oil  and  gas  related  depreciation,  depletion  and amortization expenses
increased  $2.8  million  as  a  result  of the increased production volumes and
increased  depletion  rates.

     Exploration and impairment expenses decreased $7.9 million primarily due to
non-oil  and gas related impairments made in the prior year of $7.3 million. The
reduced  impairments  were  offset  by  current dry hole costs, primarily in New
Zealand.

     INTEREST  EXPENSE.  Interest  expense  decreased  $0.4  million  or  2.4%,
     -----------------
when  comparing  the  periods.  This  is  primarily due to eliminating the $19.8
million  revolving  line  of  credit and the related fees and deferred financing
costs  on  August  18,  2000.

                                      -14-
<PAGE>

     OTHER  NON-OPERATING  INCOME.  Other  non-operating  income  decreased $4.6
     ----------------------------
million  or  73.2%, when comparing the periods.  This is primarily the result of
less  interest  income  due  to  a decreased cash balance of $74.3 million, when
comparing  the  end  of  the  periods.

     INCOME TAX.  The benefit for income taxes increased $1.9 million due to the
     ----------
$5.2  million  increased  loss  from  continuing  operation.

     LIQUIDITY  AND  CAPITAL  RESOURCES
     ----------------------------------

     During  the  quarter  ended  March  31, 2002, the Company's working capital
decreased  from  $36.2  million  at  December  31,  2001  to  $17.9 million. The
Company's  cash  decreased  from  $42.0  million  at  December 31, 2001 to $27.3
million  at March 31, 2002. The decrease in cash during the quarter was a result
of  the net use of approximately $14.7 million of cash for various operating and
capital  expenditure  activities  of  the Company. The activities were primarily
comprised  of:  the  net  investment of approximately $13.1 million in property,
plant  and equipment; payments of approximately $0.8 million for the acquisition
of  treasury  stock  and dividends; and the use of approximately $0.8 million of
cash  by  operations during the quarter. Cash used for the various operating and
capital  expenditures of the Company was offset by approximately $3.6 million of
EBITDAX  during  the  quarter.

     At March 31, 2002, the Company's principal source of liquidity consisted of
$27.3  million  of cash, plus $2 million available under an unsecured short-term
credit  facility  currently  in  place.  At  March  31,  2002,  no  amounts were
outstanding  or  committed  under  the  short-term  credit  facility.

     During  the  quarter  ended  December  31  2001, certain bondholders of the
Company's  Senior  Subordinated  Notes  ("Notes")  made  inquiries regarding the
Company's  calculation  of  the  Net  Proceeds  from  the  sale  of Mountaineer.
Specifically,  these inquiries were directed to the Company's calculation of the
"taxes  paid or payable as a result [of the sale] (after taking into account any
available  tax  credits  or  deductions  and  any tax sharing arrangements)". In
response  to  these inquiries, the Company stated that the taxes paid or payable
as a result of the sale are $83.8 million and that such tax calculation does not
include  any  credits,  deductions  or  operating  losses unrelated to the sale.
Certain bondholders questioned the Company's interpretation and asserted that in
calculating  Net  Proceeds  all  tax  credits available to the Company are to be
utilized in determining the taxes paid or payable as a result of the sale. It is
the Company's position that tax credits or losses that are unrelated to the sale
of Mountaineer are to be excluded in the calculation of the Net Proceeds of such
sale.

On  December  27,  2001,  the  Company received a Notice of Default from certain
bondholders,  who  state  that  they  represented  more  than  50% of the Notes,
alleging  that  the Company had failed to make an Asset Sale Offer for the Notes
consistent with the terms of the Indenture.  The bondholders advised the Company
that  an  Event  of  Default  would  arise  under  the  Indenture if the alleged
non-compliance  was  not  remedied within 30 days of the Notice of Default.  The
bondholders  expressly  cited  and  reserved their rights under the Indenture to
accelerate  immediately payment of all principal and other amounts due under the
Notes  if  the  alleged  failure  to  comply with the Indenture was not remedied
within  the  30 days.  The Company believes it has fully complied with the terms
of  the  Indenture.

     On  December  28,  2001, the Company filed a declaratory judgment action in
the  United  States  District  Court  of  the Southern District of West Virginia
against  the  holders  of the Notes who issued the Notice of Default, asking the
Court  to  confirm the proper calculation of Net Proceeds of an Asset Sale under
the  Indenture.  On  January  25,  2002,  the Court issued an order granting the
Company's  motion  for  partial  summary  judgment.  The  Court  agreed with the
Company's  position  that  in  the  calculation  of  taxes  paid or payable as a
component  of  Net  Proceeds  from  an  Asset Sale, only credits, deductions and
arrangements resulting from that asset sale need to be considered. The foregoing

                                      -15-
<PAGE>

text  is  qualified  in  its  entirety by Order of the Court entered January 25,
2002,  which  is attached as Exhibit 99 and incorporated herein by reference. On
February  28,  2002,  the  bondholders  filed  an answer and counterclaim in the
declaratory judgment action. The counterclaim alleges that the Company's sale of
Mountaineer  in August of 2000 constituted a sale of substantially all assets of
the  Company, invoking certain obligations under the Indenture to repurchase the
outstanding  Notes.  The  Company  does not believe that the sale of Mountaineer
constituted  a  sale  of substantially all assets and plans to vigorously defend
this  claim.

     The  Company's net cash requirements will fluctuate based on timing and the
extent  of  the  interplay of capital expenditures, cash generated by continuing
operations  and  interest  expense.  Management  anticipates  that  in  light of
continued  lower  product  prices and the timing of certain planned asset sales,
EBITDAX  for  fiscal  year  2002  will be approximately $25 million. EBITDAX for
fiscal  years  2001,  2000  and  1999  was $33.2 million, $4.1 million and $10.3
million  respectively.  However,  management estimates that capital expenditures
for  fiscal  year 2002 will total approximately $35 million and interest expense
will  total approximately $19.7 million. Although cash provided from oil and gas
operations  will  not be sufficient to fully fund the Company's fiscal year 2002
projected interest charges and capital expenditures program, management believes
that  cash  generated  from continuing oil and gas operations, together with the
liquidity  provided  by  existing  cash  balances and working capital, permitted
borrowings  and the divestment of non-core assets, will be sufficient to satisfy
commitments  for capital expenditures, debt service obligations, working capital
needs  and  other  cash  requirements  for  the  next  year.

     The  Company  believes  that its existing capital resources, its mitigating
management  efforts  and its expected fiscal year 2002 results of operations and
cash  flows  from  operating  activities  will  be sufficient for the Company to
remain  in  compliance with the requirements of its Notes. However, since future
results  of  operations,  cash  flow  from  operating  activities,  debt service
capability,  levels  and  availability  of  capital  resources  and  continuing
liquidity are dependent on future weather patterns, oil and gas commodity prices
and  production  volume  levels,  future  exploration  and  development drilling
success  and successful acquisition transactions, no assurance can be given that
the  Company  will  remain  in  compliance  with  the requirements of its Notes.



              ITEM 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURES
              -------     -----------------------------------------
                                ABOUT MARKET RISK
                                -----------------

INTEREST  RATE  RISK
--------------------

     Interest  rate  risk  is  attributable  to the Company's debt.  The Company
utilizes United States dollar denominated borrowings to fund working capital and
investment needs.  There is inherent rollover risk for borrowings as they mature
and  are  renewed  at  current  market  rates.  The  extent  of this risk is not
predictable  because  of  the  variability  of  future  interest  rates  and the
Company's  future financing needs.  All of the Company's debt has fixed interest
rates.  The Company has not attempted to hedge the interest rate risk associated
with  its  debt.

COMMODITY  RISK
---------------

     The  Company's  operations  consist  primarily of exploring for, producing,
aggregating  and  selling natural gas and oil.  The Company attempts to mitigate
its  commodity  price risk by entering into a mix of short, medium and long-term
supply  contracts.  Contracts  to deliver gas at pre-established prices mitigate
the  risk  to  the  Company  of  falling  prices  but at the same time limit the
Company's  ability  to  benefit  from the effects of rising prices.  The Company
occasionally  uses  derivative  instruments  to  hedge its commodity price risk.
Notwithstanding  the  above,  the  Company's  future cash flows from gas and oil
production  are  exposed  to  significant volatility as commodity prices change.

                                      -16-
<PAGE>


     The  Company  hedges  a  portion  of  its  projected natural gas production
through  a  variety  of  financial and physical arrangements intended to support
natural  gas  prices  at  targeted  levels  and  to manage its exposure to price
fluctuations.  The  Company  may use futures contracts, swaps, options and fixed
price  physical  contracts  to  hedge  its commodity prices.  Realized gains and
losses from the Company's price risk management activities are recognized in oil
and  gas  sales  when  the associated production occurs.  Unrecognized gains and
losses  are  included as a component of other comprehensive income.  The Company
does not hold or issue derivative instruments for trading purposes.  The Company
has elected to enter into swap transactions, covering approximately 17.3% of its
natural  gas  production  through  April  2002.

FOREIGN  CURRENCY  TRANSLATION
------------------------------

     Some  of  the  Company's  transactions  are  denominated  in New Zealand or
Australian  dollars.  For  foreign  operations  with  the  local currency as the
functional  currency,  assets  and  liabilities are translated at the period end
exchange  rates, and statements of income are translated at the average exchange
rates  during  the  period.  Gains  and  losses  resulting from foreign currency
translation  are  included  as  a  component  of  other  comprehensive  income.

                                      -17-
<PAGE>


PART  II.  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

     As  previously  disclosed  the  Company  has filed a lawsuit against Oracle
Corporation  seeking  judgment  for  approximately  $5.4  million  together with
prejudgment  interest  and  costs.  Oracle  has  answered  the complaint and has
substantially  denied  all of the Company's allegations and filed a counterclaim
against  the  Company  alleging  that  it is owed approximately $1.2 million for
prior  services.  Extensive  discovery  is  being  conducted by the parties. The
Company  intends  to  aggressively  prosecute its case against Oracle as well as
defend  against  the  counterclaims  of  Oracle.

     As  previously  disclosed,  on  December  27,  2001, the Company received a
Notice  of  Default  from  certain  holders  of  its  $200 million 9-1/2% Senior
Subordinate  Notes  due  2007  (the "Notes") alleging a default under 4.9 of the
Indenture  pursuant  to which the Notes were issued. The alleged default related
to  the  proper  calculation of Net Proceeds of an Asset Sale, particularly with
respect  to the deduction for taxes paid or payable as a result of such sale. On
December 28, 2001, the Company filed a declaratory judgment action in the United
States  District  Court for the Southern District of West Virginia (the "Court")
against  the  holders  of  the  Notes  who  issued  the  Notice  of Default (the
"Noteholders"),  asking  the  Court  to  confirm  the  proper calculation of Net
Proceeds  of  an  Asset Sale under the Indenture. On January 25, 2002, the Court
entered  an  order  denying  the Noteholders' Motion to Dismiss and granting the
Company's  Motion  for  Partial  Summary  Judgment,  which  order  approved  the
Company's methodology in calculating taxes paid or payable in connection with an
Asset  Sale.  On  February  28,  2002,  the  Noteholders  filed  an  answer  and
counterclaim  in  the declaratory judgment action. The counterclaim alleges that
the  Company's  sale  of  Mountaineer  in  August  of 2000 constituted a sale of
substantially  all assets of the Company, invoking certain obligations under the
Indenture to repurchase the outstanding Notes. The Company does not believe that
the sale of Mountaineer constituted a sale of substantially all assets and plans
to vigorously defend this claim. The foregoing text is qualified in its entirety
by  Order of the Court entered January 25, 2002, which is attached as Exhibit 99
and  incorporated  herein  by  reference.

     The  Company  is involved in various other legal actions and claims arising
in  the  ordinary  course of business. While the outcome of these other lawsuits
against  the  Company  cannot  be  predicted with certainty, management does not
expect  these  matters  to  have  a  material  adverse  effect  on the Company's
operations  or  financial  position.


ITEM  2.  CHANGES  IN  SECURITIES

          None


ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

          None

                                      -18-
<PAGE>

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

          None


ITEM  5.  OTHER  INFORMATION

          None


ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     a)  99. Order of the United States District Court for the Southern District
             of  West  Virginia  entered  January  25,  2002

     b)     None

                                      -19-
<PAGE>

                                   SIGNATURES


     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly caused this report to be signed on its behalf by the under
signed  thereunto, duly authorized, in the City of Denver, State of Colorado, on
the  15th  day  of  May,  2002.



                                        ENERGY  CORPORATION  OF  AMERICA



                                        By:     /s/ John  Mork
                                                --------------
                                        John  Mork
                                        Chief  Executive Officer  and  Director




                                        By:     /s/ Michael  S.  Fletcher
                                                -------------------------
                                        Michael  S.  Fletcher
                                        Chief  Financial  Officer



                                      -20-
<PAGE>