INCENTIVE STOCK PURCHASE AGREEMENT

       THIS  INCENTIVE  STOCK PURCHASE AGREEMENT made this 16th day of December,
1998  between  ENERGY  CORPORATION  OF  AMERICA,  a  West  Virginia corporation,
(hereinafter  called  "ECA"),  and  Joseph  E.  Casabona  (hereinafter  called
"Employee").

     WHEREAS,  Employee  is  a  valuable  employee  of  ECA  (or  one  of  its
subsidiaries)  and  ECA  considers  it  desirable  and in its best interest that
Employee  be  given  an  added  incentive  to  advance  the  interests  of  ECA;

     NOW  THEREFORE, in consideration of the mutual promises herein contained,
the  parties  agree  as  follows:

       1.     Grant of Purchase Rights.  ECA hereby grants to Employee the right
and  privilege  to  purchase up to 2,500 shares of its Class A common stock (the
"stock")  at  $75.00  per  share (the "Purchase Rights").  Employee may elect to
purchase  the  stock by providing notice to ECA as provided in paragraph 2 below
no  later  than  December  31,  1998.

       In  order  to  be  entitled  to  exercise  the  Purchase  Rights  granted
hereunder, Employee must remain in good standing in the continuous employ of ECA
through  December 31, 1998.  If Employee's employment with ECA is terminated for
any reason during this period, all unexercised Purchase Rights shall become null
and  void.

        2.     Method  of  Exercise.  The  Purchase Rights shall be exercised by
written notice directed to ECA at its principal place of business accompanied by
either  (a)  a  check for payment of the purchase price for the number of shares
specified  or  (b)  notice of Employee's election to finance the exercise of the
Purchase  Rights  under  one  of  the  following  alternatives:

               (i)  Employee will pay ten percent (10%) of the purchase price in
cash  at  the time of the exercise and will execute a promissory note to ECA for
the  balance  of  the purchase price with interest at a rate of six and one-half
percent  (6 1/2%),  which note shall be non-recourse, secured only by the stock 
to be  acquired  by  the exercise of the Purchase Rights.  Payment of principal 
and interest  shall  be made as set forth in paragraph 3 below.  Employee also 
shall execute a  stock  pledge  agreement;  or

               (ii)  Employee  will  execute  a  promissory  note to ECA for one
hundred  percent  (100%)  of the purchase price with interest at a rate of eight
percent  (8%),  which  note  shall be secured by the stock to be acquired by the
exercise  of  the  Purchase  Rights,  which  note  shall also be fully recourse.
Payment  of  principal  and  interest  shall be made as set forth in paragraph 3
below.  Employee  also  shall  execute  a  stock  pledge  agreement.

        3.     Payment  of  Principal  and  Interest.

               a.  Payment  of  Principal.  The  principal  amount due under any
note  executed  as  provided  in  paragraph  2(i) or (ii) shall be paid in equal
annual  installments  due  on December 31, 2002, December 31, 2003, December 31,
2004,  and  December  31,  2005 respectively.  All unpaid principal and interest
shall be due in full on December 31, 2005; provided however, that such repayment
obligations  shall  be  cancelled  as  follows:

                   (i) If Employee remains in the continuous employment, in good
standing,  of  the  Company  from  the  date  hereof  through December 31, 2002,
one-fourth  of  the  principal  balance  shall  be  cancelled.

                   (ii)  If  Employee  remains  in the continuous employment, in
good standing, of the Company from the date hereof through December 31, 2003, an
additional  one-fourth  of  the  principal  balance  shall  be  cancelled.

                   (iii)  If  Employee  remains in the continuous employment, in
good standing, of the Company from the date hereof through December 31, 2004, an
additional  one-fourth  of  the  principal  balance  shall  be  cancelled.

                   (iv)  If  Employee  remains  in the continuous employment, in
good  standing,  of  the Company from the date hereof through December 31, 2005,
all  obligations due hereunder with respect to the principal shall be cancelled.

               b.  Payment  of  Interest.  Employee  shall  pay  interest on the
outstanding  principal  balance,  due  annually  beginning on December 31, 1999.

        4.     Limitation  Upon  Transfer.  All rights granted in this Agreement
shall  be  exercisable only by Employee.  The Purchase Rights granted under this
agreement shall not be transferred, assigned, pledged or hypothecated in any way
(whether  by  operation  of  law  or  otherwise)  and  shall  not  be subject to
execution, attachment or similar process.  Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of such Purchase Rights contrary to the
provisions  in  this  Agreement,  or  upon the levy of any attachment or similar
process upon such Purchase Rights, such Purchase Rights shall immediately become
null  and  void.

        5.      Restrictions.  All  shares acquired by Employee shall be subject
to  the terms and restrictions set forth in ECA's articles of incorporation, and
in  the  ECA  Class  A  Stock  Ownership  Program Resolution, as the same may be
amended  from  time  to  time.

               All  share  certificates  representing  shares  acquired  by  the
exercise  of  the  Purchase  Rights  shall  have  endorsed thereon the following
legend:

                   The  shares  represented  by  this
                   certificate  are  subject  to  the  terms  and
                   restrictions  set  forth  in  Energy
                   Corporation  of  America's  articles  of
                   incorporation,  and  in  the  ECA  Class  A
                   Stock  Ownership  Program  Resolution,  as
                   the  same  may  be  amended  from  time  to
                   time.

        6.     Value.  For  purposes  of any repurchase by ECA, the value of the
shares  shall  be calculated in accordance with the methodology set forth in the
ECA  Stock Ownership Program Resolution, as the same may be amended from time to
time.

        7.     Rights  as  Shareholder.  Employee  shall  not have any rights or
privileges  as  a shareholder of ECA in the shares of Class A common stock until
payment  of  the purchase price or execution and delivery of the Promissory Note
referred  to  in  paragraph  2.

        8.     Holding  Period.  Employee  agrees to hold all shares acquired by
exercising  the Purchase Rights for a period of at least six (6) months from the
date  of  the  exercise.  Thereafter,  the  shares  will  remain  subject to the
restrictions  on  transfer  as  set  forth  in  paragraph  5  above.

        9.     Binding  Effect.  This  Agreement shall be binding upon and inure
to the benefit of any successor or successors of ECA.        

IN WITNESS WHEREOF, the  parties  have  caused  this Agreement to be executed as
of the day and year first  above  written.

                              ENERGY  CORPORATION  OF  AMERICA


                          By:     /s/  John  Mork
                             ---------------------------
                                    JOHN  MORK
                         Its:  President  and  CEO


                               /s/  Joseph  E.  Casabona
                             -------------------------
                                Joseph  E.  Casabona