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, 2004.

                                       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 ___

    Indicate by check mark whether the registrant is an accelerated filer (as
                       defined in Rule 12b-2 of the Act).
                                 Yes ___ No _X_

   The number of shares of the Registrant's common stock, par value $1.00 per
              share, outstanding at May 4, 2004 was 604,126 shares.


<PAGE>
<TABLE>
<CAPTION>
                          ENERGY CORPORATION OF AMERICA

                                TABLE OF CONTENTS

                                                                                   PAGES
<S>                                                                                <C>
PART I  FINANCIAL INFORMATION

        Item 1. Financial Statements

        Unaudited Consolidated Balance Sheets
          March 31, 2004 and June 30, 2003. . . . . . . . . . . . . . . . . . . .      3

        Unaudited Consolidated Statements of Operations
          For the three and nine months ended March 31, 2004 and 2003 . . . . . .      5

        Unaudited Consolidated Statements of Cash Flows
          For the nine months ended March 31, 2004 and 2003 . . . . . . . . . . .      6

        Unaudited Consolidated Statements of Comprehensive Income
          For the three and nine months ended March 31, 2004 and 2003 . . . . . .      7

        Notes to Unaudited Consolidated Financial Statements. . . . . . . . . . .      8

        Item 2. Management's Discussion and Analysis of Results of Operations and
          Financial Condition . . . . . . . . . . . . . . . . . . . . . . . . . .     12

        Item 3. Quantitative and Qualitative Disclosures About Market Risk. . . .     22

        Item 4. Controls and Procedures . . . . . . . . . . . . . . . . . . . . .     24


PART II  OTHER INFORMATION

        Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . .     24

        Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . . . . .     25

        Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . . . .     25

        Item 4. Submission of Matters to a Vote of Security Holders . . . . . . .     25

        Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . . .     25

        Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . .     25

        Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     26
</TABLE>


                                      -2-
<PAGE>
<TABLE>
<CAPTION>
PART I  FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

ENERGY CORPORATION OF AMERICA
CONSOLIDATED BALANCE SHEETS
(Unaudited - Amounts in Thousands)
------------------------------------------------------------------------------


                                                        March 31,    June 30,
                                                          2004         2003
                                                       -----------  ----------
ASSETS
<S>                                                    <C>          <C>

CURRENT ASSETS
  Cash and cash equivalents                            $    2,612   $   4,831
  Accounts receivable:
  Oil and gas sales                                         6,067      10,380
  Gas aggregation and pipeline                              9,072       9,458
  Other                                                     3,797       4,616
                                                       -----------  ----------
    Accounts receivable                                    18,936      24,454
  Less allowance for doubtful accounts                     (1,170)     (1,616)
                                                       -----------  ----------
    Accounts receivable net of allowance                   17,766      22,838

  Deferred income tax asset                                 1,671         828
  Notes receivable, related party                           1,569       1,609
  Prepaid and other current assets                          1,735       1,410
                                                       -----------  ----------
    Total current assets                                   25,353      31,516

Property, plant and equipment, net of accumulated
  depreciation and depletion of $140,519 and $125,171     249,032     253,270

OTHER ASSETS
  Deferred financing costs, net of accumulated
    amortization of $6,524 and $4,728                       2,270       3,098
  Notes receivable, related party                             129         146
  Other                                                     6,053       7,804
                                                       -----------  ----------
    Total other assets                                      8,452      11,048
                                                       -----------  ----------

TOTAL                                                  $  282,837   $ 295,834
                                                       ===========  ==========
<FN>
The accompanying notes are an integral part of the consolidated financial
statements.
</TABLE>


                                      -3-
<PAGE>
<TABLE>
<CAPTION>
ENERGY CORPORATION OF AMERICA
CONSOLIDATED BALANCE SHEETS
(Unaudited - Amounts in Thousands Except Share Data)
------------------------------------------------------------------------------------
                                                              March 31,    June 30,
                                                                2004         2003
                                                             -----------  ----------
<S>                                                          <C>          <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
    Accounts payable and accrued expenses                    $    9,455   $  13,734
    Current portion of long-term debt                            34,142         133
    Funds held for future distribution                           15,172      17,217
    Income taxes payable                                            525       1,484
    Accrued taxes other than income                               8,940       9,643
    Derivatives                                                   3,328         810
    Other current liabilities                                     1,498       1,421
                                                             -----------  ----------
       Total current liabilities                                 73,060      44,442
LONG-TERM OBLIGATIONS:
    Long-term debt                                              131,472     173,197
    Gas delivery obligation and deferred revenue                  2,621       2,917
    Deferred income tax liability                                17,675      20,376
    Derivatives                                                     795       1,319
    Other                                                         7,577       8,311
                                                             -----------  ----------
       Total liabilities                                        233,200     250,562
COMMITMENTS AND CONTINGENCIES:
Minority Interest                                                 1,552       1,594
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;
       68,438 shares issued                                       8,056       5,092
    Additional paid in capital                                    5,503       5,503
    Retained earnings                                            49,389      45,150
    Treasury stock and notes receivable arising from the
       issuance of common stock                                 (12,431)    (11,824)
    Unearned compensation on restricted stock                    (2,015)          -
    Accumulated other comprehensive loss                         (1,147)       (973)
                                                             -----------  ----------
       Total stockholders' equity                                48,085      43,678
                                                             -----------  ----------
TOTAL                                                        $  282,837   $ 295,834
                                                             ===========  ==========
<FN>
The accompanying notes are an integral part of the consolidated financial
statements.
</TABLE>


                                      -4-
<PAGE>
<TABLE>
<CAPTION>
ENERGY CORPORATION OF AMERICA
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited - Amounts in Thousands, Except per Share Data)
------------------------------------------------------------------------------------------------------
                                                        Three Months Ended         Nine Months Ended
                                                             March 31,                  March 31,
                                                    ------------------------  ------------------------
                                                       2004         2003         2004         2003
                                                    -----------  -----------  -----------  -----------
<S>                                                 <C>          <C>          <C>          <C>
REVENUES:
  Oil and gas sales                                 $   14,735   $   13,511   $   43,255   $   33,516
  Gas aggregation and pipeline sales                    16,126       19,259       46,202       45,384
  Well operations and service revenues                   1,243        1,268        3,912        4,073
  Other                                                    100            -          148           36
                                                    -----------  -----------  -----------  -----------
    Total revenues                                      32,204       34,038       93,517       83,009
                                                    -----------  -----------  -----------  -----------
COST AND EXPENSES:
  Field operating expenses                               2,817        2,436        8,527        7,398
  Gas aggregation and pipeline cost                     14,645       16,971       42,641       40,694
  General and administrative                             3,930        3,225       11,419       10,557
  Taxes, other than income                               1,132        1,074        2,966        2,338
  Depletion and depreciation, oil and gas related        3,269        2,911       10,186        9,001
  Depreciation of pipelines and equipment                1,055        1,078        3,104        3,206
  Exploration and impairment                             1,021        3,015        3,642        7,863
                                                    -----------  -----------  -----------  -----------
    Total costs and expenses                            27,869       30,710       82,485       81,057
                                                    -----------  -----------  -----------  -----------
  Income from operations                                 4,335        3,328       11,032        1,952
OTHER (INCOME) EXPENSE:
  Interest expense                                       3,766        3,793       11,354       12,603
  (Gain) loss on sale of assets                           (175)         (50)        (283)         195
  Interest income and other                                (24)      (5,713)      (1,099)     (26,478)
                                                    -----------  -----------  -----------  -----------
Income before income taxes and minority interest           768        5,298        1,060       15,632
Income tax expense (benefit)                            (3,850)       2,014       (3,692)       5,702
                                                    -----------  -----------  -----------  -----------
Income before minority interest                          4,618        3,284        4,752        9,930
Minority interest                                           13           64          118          175
                                                    -----------  -----------  -----------  -----------
NET INCOME                                          $    4,631   $    3,348   $    4,870   $   10,105
                                                    ===========  ===========  ===========  ===========
Basic and diluted earnings per common share:

  Basic                                             $     6.98   $     5.15   $     7.45   $    15.49
                                                    ===========  ===========  ===========  ===========
  Diluted (see Note 4)                              $     6.83   $     5.04   $     7.29   $    15.16
                                                    ===========  ===========  ===========  ===========
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>


                                      -5-
<PAGE>
<TABLE>
<CAPTION>
ENERGY CORPORATION OF AMERICA
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - Amounts in Thousands)
-------------------------------------------------------------------------------
                                                           Nine Months Ended
                                                               March 31,
                                                       ------------------------
                                                          2004         2003
                                                       -----------  -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                    <C>          <C>
  Net Income                                           $    4,870   $   10,105
  Adjustments to reconcile net income to
    net cash provided (used) by operating activities:
  Depletion, depreciation and amortization                 13,290       12,207
  Gain or loss on sale of assets                             (283)         195
  Gain on purchase of senior bonds                           (513)     (23,609)
  Deferred income taxes                                    (4,161)           -
  Exploration and impairment                                3,590        7,705
  Other, net                                                  637        2,095

  Changes in assets and liabilities:
  Accounts receivable                                       5,072       (8,170)
  Income taxes                                                525        6,686
  Prepaid and other assets                                   (324)        (301)
  Accounts payable                                         (4,657)       1,081
  Funds held for future distribution                       (2,044)       6,517
  Other                                                       282          753
                                                       -----------  -----------
  Net cash provided by operating activities                16,284       15,264

CASH FLOWS FROM INVESTING ACTIVITIES
  Expenditures for property, plant and equipment          (11,051)     (25,183)
  Proceeds from sale of assets                                990        3,134
  Notes receivable and other                                   34        1,334
                                                       -----------  -----------
  Net cash used by investing activities                   (10,027)     (20,715)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from long-term debt                             36,380       52,818
  Principal payments on long-term debt                    (43,528)     (58,369)
  Purchase of treasury stock                                 (657)      (1,113)
  Proceeds from issuance of stock                             257            -
  Dividends paid                                             (928)        (785)
                                                       -----------  -----------
  Net cash used by financing activities                    (8,476)      (7,449)
                                                       -----------  -----------
  Net decrease in cash and cash equivalents                (2,219)     (12,900)
  Cash and cash equivalents, beginning of period            4,831       17,775
                                                       -----------  -----------
  Cash and cash equivalents, end of period             $    2,612   $    4,875
                                                       ===========  ===========
<FN>
The accompanying notes are an integral part of the consolidated financial
statements.
</TABLE>


                                      -6-
<PAGE>
<TABLE>
<CAPTION>
ENERGY CORPORATION OF AMERICA
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited - Amounts in Thousands)
--------------------------------------------------------------------------------------------------

                                                     Three Months Ended        Nine Months Ended
                                                          March 31,                March 31
                                                 ------------------------  -----------------------
                                                    2004         2003         2004        2003
                                                 -----------  -----------  ----------  -----------
<S>                                              <C>          <C>          <C>         <C>
Net income (loss)                                $    4,631   $    3,348   $   4,870   $   10,105
Other comprehensive income (loss), net of tax:
  Foreign currency translation adjustment:
    Current period change                                63          249         956          426
  Marketable securities:
    Current period change                                 -            -           -           (5)
    Reclassification to earnings                          -            -           -          (25)
  Oil and gas derivatives:
    Current period transactions                        (927)        (588)     (1,250)      (1,401)
    Reclassification to earnings                        (50)         405         121          574
                                                 -----------  -----------  ----------  -----------
Other comprehensive income (loss), net of tax          (914)          66        (173)        (431)
                                                 -----------  -----------  ----------  -----------
Comprehensive income                             $    3,717   $    3,414   $   4,697   $    9,674
                                                 ===========  ===========  ==========  ===========


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


                                      -7-
<PAGE>
                          ENERGY CORPORATION OF AMERICA
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004


1.   Nature  of  Organization

     Energy  Corporation  of  America (the "Company") is a privately held energy
     company  engaged in the exploration, development, production, gathering and
     marketing  of  natural  gas and oil, primarily in the Appalachian Basin and
     Gulf  Coast  region.  The  Company  conducts business primarily through its
     principal  wholly  owned  subsidiaries, Eastern American Energy Corporation
     ("Eastern"), Westech Energy Corporation ("Westech"), and Westech Energy New
     Zealand  ("WENZ").  Eastern  is one of the largest oil and gas operators in
     the  Appalachian  Basin, including exploration, development and production,
     and  is  engaged  in the gathering and marketing of natural gas. Westech is
     involved  in  oil and gas exploration and development in the California and
     Gulf  Coast  regions  of the United States. WENZ is involved in oil and gas
     exploration  and  development  in New Zealand. As used herein the "Company"
     refers  to  the  Company  alone  or  together  with  one  or  more  of  its
     subsidiaries.

2.   Accounting  Policies

     Reference  is  hereby  made to the Company's Annual Report on Form 10-K for
     the  fiscal  year  ended  June  30, 2003, 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
     financial  statements  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, 2004 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.

3.   Note  Repurchases

     The Company purchased $6.04 million of its 9 1/2% Senior Subordinated Notes
     ("Notes")  during  the nine months ended March 31, 2004, $2.04 in privately
     negotiated transactions and $4.0 million pursuant to an Asset Sale Offer as
     defined  in  the  Indenture  for  the  Notes.


                                      -8-
<PAGE>
4.   Earnings  per  Share

     A  reconciliation  of  the  components  of basic and diluted net income per
     common  share  is  as  follows  for  the  net  income  available  to common
     stockholders:


<TABLE>
<CAPTION>
                                     Net Income
                                   (in Thousands)   Shares   Per Share
                                   --------------  --------  ----------
<S>                                <C>             <C>       <C>
Three months ended March 31, 2004
  Basic                            $       4,631   663,875   $     6.98
  Diluted                          $       4,631   678,141   $     6.83
Nine months ended March 31, 2004
  Basic                            $       4,870   653,530   $     7.45
  Diluted                          $       4,870   667,796   $     7.29
Three months ended March 31, 2003
  Basic                            $       3,348   649,921   $     5.15
  Diluted                          $       3,348   664,187   $     5.04
Nine months ended March 31, 2003
  Basic                            $      10,105   652,471   $    15.49
  Diluted                          $      10,105   666,737   $    15.16
</TABLE>


                                      -9-
<PAGE>
5.   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 gas aggregation and pipeline
     segment  arise  from the marketing of both Company and third party produced
     natural  gas  volumes  and  revenues  derived  from  gathering and pipeline
     services  (functions) provided for Company and third party natural gas. The
     Company  utilizes earnings before interest, taxes, depreciation, depletion,
     amortization  and  exploration and impairment costs ("EBITDAX") to evaluate
     the  operations  of  each  segment.  Reconciliation  of  non-GAAP financial
     measure  is  as  follows  (in  thousands):

<TABLE>
<CAPTION>
                                                 Nine Months Ended
                                                March 31,   March 31,
                                                  2004         2003
                                               -----------  ----------
<S>                                            <C>          <C>
Net income                                     $    4,870   $   10,105

Add:
  Interest expense                                 11,354       12,603
  Depletion, depreciation, amortization-o&g        10,186        9,001
  Depletion, depreciation, amortization-other       3,104        3,206
  Impairment & exploratory costs                    3,642        7,863
  Income tax expense (benefit)                     (3,692)       5,702

                                               -----------  ----------
EBITDAX                                        $   29,464   $   48,480
                                               ===========  ==========
</TABLE>


                                      -10-
<PAGE>
<TABLE>
<CAPTION>
     Summarized  financial information for the Company's reportable segments for
     operations  is  as  follows  (in  thousands):

                                          Exploration &    Gas Aggregation
                                            Production       & Pipeline       Other    Consolidated
                                          --------------  -----------------  --------  -------------
For the nine months ended March 31, 2004
----------------------------------------
<S>                                       <C>             <C>                <C>       <C>
  Revenue from unaffiliated customers     $       47,167  $         46,202   $   148   $      93,517
  Depreciation, depletion, amortization           11,214               475     1,601          13,290
  Exploration and impairment costs                 3,626                16         -           3,642
  Income (loss) from operations                   10,362             1,645      (975)         11,032
   Interest expense, net                          16,676            (5,494)      (29)         11,153
  EBITDAX                                         27,047             2,027       390          29,464
  Total assets                                   174,437            94,970    13,430         282,837
  Capital expenditures                            10,919                38        94          11,051

----------------------------------------------------------------------------------------------------

For the nine months ended March 31, 2003
----------------------------------------
  Revenue from unaffiliated customers     $       37,589  $         45,384   $    36   $      83,009
  Depreciation, depletion, amortization            9,905               608     1,694          12,207
  Exploration and impairment costs                 7,863                 -         -           7,863
  Income (loss) from operations                      656             2,558    (1,262)          1,952
  Interest expense, net                           16,300            (4,681)      566          12,185
  EBITDAX                                         20,269             3,116    25,095          48,480
  Total assets                                   186,376            90,041    20,939         297,356
  Capital expenditures                            24,300               231       652          25,183

----------------------------------------------------------------------------------------------------
</TABLE>


     Income  (loss)  from  operations  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 and
     non-reportable  segments.  Included  in the total assets of the exploration
     and  production segment are net long-lived assets located in New Zealand of
     $6.9  million  and  $5.3  million  as  of  March  31,  2004  and  2003.

6.   Derivative Instruments

     The  Company  periodically  hedges  a portion of its 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, 2004, the Company had recorded
     a  $2.5  million other comprehensive loss, $1.6 million short-term deferred
     tax  asset,   $0.02  million  short-term  derivative  asset,  $3.3  million
     short-term   derivative   liability,   $0.8  million  long-term  derivative
     liability,  and $0.02 million in recognized expense due to ineffectiveness.
     The  estimated net amount of the existing losses within other comprehensive
     income  that  are expected to be reclassified into earnings within the next
     twelve  months  is  approximately  $2.0  million. The Company has partially
     hedged  its  exposure  to the variability in future cash flows through June
     2005.


                                      -11-
<PAGE>
7.   Income Tax Expense

     An income tax benefit of approximately $4.2 million was recorded during the
     quarter  ended  March  31,  2004,  due  to  the  resolution  of certain tax
     contingencies.

8.   Contingencies

     As  previously  reported,  the  Company has been in litigation with certain
     Holders  of its $200,000,000 9 1/2% Senior Subordinated Notes due 2007 (the
     "Noteholders")  (the  "Notes).  The dispute involved the calculation of Net
     Proceeds  of  an  Asset Sale as defined in the Indenture dated May 23, 1997
     between  the  Company  and  The  Bank  of  New  York.  The  Company and the
     Noteholders  have  settled  the  dispute, as memorialized in the Settlement
     Agreement  executed  as  of February 24, 2004, and attached to the Form 8-K
     filed by the Company on February 25, 2004 as Exhibit 99.11 (the "Settlement
     Agreement").  In  settlement  of  the  dispute  the  Company  has agreed to
     repurchase  $38  million  in  Notes. The repurchase will be effected by the
     Company  making  three  Asset  Sale  Offers  (as  defined in the Indenture)
     totaling  $38  million.  The  Company  commenced  an Asset Sale Offer of $4
     million  on  February  26,  2004. The Company will consummate another Asset
     Sale  Offer  of  $17  million  no later than 180 days from execution of the
     Settlement  Agreement  and  a third Asset Sale Offer no later than 360 days
     from  the  execution of the Settlement Agreement. The Company finalized the
     first  Asset  Sale Offer of $4 million on March 24, 2004. The United States
     District  Court  for  the  Southern District of West Virginia has entered a
     Dismissal  Order  dismissing  the  litigation  with  prejudice.

     Pursuant  to  an Agreement dated December 28, 1998, the Company is required
     to purchase all shares owned by Kenneth W. Brill upon notice by Mr. Brill's
     estate or promptly after the passage of two years from Mr. Brill's death if
     the  estate  does  not sooner tender the shares. The Company entered into a
     repurchase  agreement  on January 21, 2004 with the KWB Trust to define the
     purchase  price  and  establish  the conditions for the repurchase of stock
     owned  by Kenneth W. Brill. The agreement outlines the repurchase of 49,110
     shares  of stock at an anticipated value of approximately $3.7 million over
     the  next  five  years,  and  provides  for  payments  in  twenty quarterly
     installments  on  the  majority  of  the  shares  to  be  repurchased.  The
     repurchase  of  shares  is subject to certain restrictions in the Company's
     credit  agreements.

     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,


                                      -12-
<PAGE>
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, 2004
--------------------------------------------------------------------------------
AND  2003
---------

     The Company recorded net income of $4.6 million for the quarter ended March
31,  2004 compared to net income of $3.3 million for the quarter ended March 31,
2003.  The  increase  in net income of $1.3 million is primarily attributable to
the  net  of a $1.8 million decrease in revenues, $2.8 million decrease in costs
and  expenses,  $5.7 million decrease in interest income and other, $0.1 million
increase  in  gain  on sale of assets, and a $5.9 million decrease in income tax
expense.


                                      -13-
<PAGE>
<TABLE>
<CAPTION>
Production,  gas  aggregation  and  pipeline  volumes, revenue and average sales
prices  for  the  quarters  ended  March  31  and their related variances are as
follows:

                                                    Three Months Ended
                                                          March 31          Variance
                                                    ------------------  -----------------
                                                       2004     2003    Amount   Percent
                                                    ---------  -------  -------  --------
<S>                                                 <C>        <C>      <C>      <C>
Natural Gas
  Production (Mmcf)                                    2,689    2,250      439      19.5%
  Average sales price received ($/Mcf)                  6.02     7.37    (1.35)    -18.3%
                                                    ---------  -------  -------  --------
  Sales ($in thousands)                               16,193   16,591     (398)     -2.4%
Oil
  Production (Mbbl)                                       23       25       (2)     -8.0%
  Average sales price received ($/Bbl)                 31.22    31.44    (0.22)     -0.7%
                                                    ---------  -------  -------  --------
  Sales ($in thousands)                                  718      786      (68)     -8.7%
Hedging                                               (2,201)  (3,956)   1,755      44.4%
Other                                                     25       90      (65)    -72.2%
                                                    ---------  -------  -------  --------
Total oil and gas sales ($in thousands)               14,735   13,511    1,224       9.1%
                                                    =========  =======  =======  ========
Aggregation Revenue
  Volume (Million Mmbtu)                               2,228    2,361     (133)     -5.6%
  Average sales price received ($/Mmbtu)                5.35     6.00    (0.66)    -10.9%
                                                    ---------  -------  -------  --------
  Sales ($in thousands)                               11,909   14,167   (2,258)    -15.9%
Pipeline Revenue
  Volume (Million Mmbtu)                               1,362    1,399      (37)     -2.6%
  Average sales price received ($/Mmbtu)                3.10     3.64    (0.54)    -14.9%
                                                    ---------  -------  -------  --------
  Sales ($in thousands)                                4,217    5,092     (875)    -17.2%
                                                    ---------  -------  -------  --------
Total aggregation and pipeline sales ($in thousands)  16,126   19,259   (3,133)    -16.3%
                                                    =========  =======  =======  ========
Aggregation Gas Cost
  Volume (Million Mmbtu)                               2,228    2,361     (133)     -5.6%
  Average price paid ($/Mmbtu)                          5.02     5.59    (0.57)    -10.3%
                                                    ---------  -------  -------  --------
  Cost ($in thousands)                                11,178   13,200   (2,022)    -15.3%
Pipeline Gas Cost
  Volume (Million Mmbtu)                               1,088    1,081        7       0.6%
  Average price paid ($/Mmbtu)                          3.19     3.49    (0.30)     -8.7%
                                                    ---------  -------  -------  --------
  Cost ($in thousands)                                 3,467    3,771     (304)     -8.1%
                                                    ---------  -------  -------  --------
Total aggregation and pipeline cost ($in thousands)   14,645   16,971   (2,326)    -13.7%
                                                    =========  =======  =======  ========
</TABLE>

     REVENUES.  Total  revenues  decreased  $1.8  million  or  5.4%  between the
     --------
periods.  The  decrease  was due to a $1.2 million increase in oil and gas sales
and  a  $3.1  million  decrease  in  gas  aggregation  and pipeline sales.  Well
operations  and  service  revenues  remained  relatively  constant.


                                      -14-
<PAGE>
     Revenues  from oil and gas sales increased a net of $1.2 million from $13.5
million  for  the  quarter ended March 31, 2003 to $14.7 million for the quarter
ended  March 31, 2004.  Sales increased for the quarter ended March 31, 2004 due
to  a  reduction in recognized losses on hedging transactions and other revenue,
which  totaled  a  loss  of  $2.2  million  for the quarter ended March 31, 2004
compared  to  a  loss  of  $3.9  million  for  the quarter ended March 31, 2003.
Natural  gas  sales decreased $0.4 million and oil sales decreased $0.1 million.
The  net  decrease  in gas production revenue is attributable to the decrease in
gas prices and offset by an increase in gas production.  The price decrease is a
result  of  the  decrease  in  related  natural  gas indexes and the increase in
production  is  primarily  due  to  wells  drilled  in  the  Gulf  Coast region.

     Revenues  from  gas  aggregation  and pipeline sales decreased $3.1 million
from  $19.3  million  during the period ended March 31, 2003 to $16.1 million in
the period ended March 31, 2004.  Gas aggregation revenue decreased $2.2 million
primarily  as a result of a decrease in the average sales price that corresponds
to  the  decrease  in  the  related  natural  gas  price indexes for this period
compared  to  the  prior  period.  Also decreasing gas aggregation revenue was a
decrease in gas volumes sold.  Pipeline revenue, which has a sales and gathering
component,  decreased  $0.9  million  primarily as a result of a decrease in the
average  sales price that corresponds to the decrease in the related natural gas
price  indexes  and a decline in production sold for this period compared to the
prior  period.  Pipeline volumes declined compared to the prior period primarily
due  to  natural  production  declines  on  the  system.

     COSTS  AND  EXPENSES.  The  Company's  costs  and  expenses  decreased $2.8
     --------------------
million  between  the  periods  primarily  as a net result of a $0.4 increase in
field  operating expenses, $2.3 million decrease in gas aggregation and pipeline
costs,  $0.7  increase  in  general  and  administrative  expenses, $0.3 million
increase  in  depreciation,  depletion,  and  amortization  costs,  $2.0 million
decrease  in  exploration  and  impairment costs, and a $0.1 million increase in
taxes  other  than  income.

     Gas aggregation and pipeline costs decreased $2.3 million.  Gas aggregation
costs  decreased  $2.0  million  and pipeline costs increased $0.3 million.  The
decrease  in costs is primarily attributable to the decrease in average price of
gas  that  corresponds  to the decrease in the related natural gas indexes and a
decrease  in  volumes  purchased  for  this period compared to the prior period.

     General  and  administrative expenses increased $0.7 million primarily as a
result  of  an  increase  in  payroll  and  costs  associated with the Company's
restricted  stock  plan  and  outside  professional  services.

     Depletion,  depreciation,  and amortization expenses increased $0.3 million
primarily due to an increase in production for this period compared to the prior
period.

     Exploration  and impairment costs decreased $2.0 million primarily due to a
decrease in dry hole expense related to exploratory wells drilled in the current
period  as  compared  to  the related exploratory dry hole expenses in the prior
period.

     Field  and  lease  operating expenses increased $0.4 million primarily as a
result of increased expenses for compressor and road repairs, and an increase in
the  number  of  producing  wells  in  the  Gulf  Coast  region.


     INTEREST INCOME AND OTHER.  Interest income and other income decreased $5.7
     -------------------------
million when comparing the periods.  This decrease between the periods is mainly
attributable  to a decrease in recognized gains on the purchase of senior bonds.


                                      -15-
<PAGE>
     INCOME  TAX  EXPENSE.  Income  tax  expense  decreased  $5.9  million  when
     ---------------------
comparing  the  periods  primarily  due  to  the  resolution  of  certain  tax
contingencies  and  the  change  in  income  before  tax.


COMPARISON OF RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED MARCH 31, 2004 AND
--------------------------------------------------------------------------------
2003
----

     The  Company  recorded net income of $4.9 million for the nine months ended
March 31, 2004 compared to net income of $10.1 million for the nine months ended
March  31,  2003.  The  decrease  in  net  income  of  $5.2 million is primarily
attributable  to  the  net of a $10.5 million increase in revenues, $1.4 million
increase in costs and expenses, $1.2 million decrease in interest expense, $25.4
million  decrease in interest income and other, $0.5 million increase in gain on
sale  of  assets,  and  a  $9.4  million  decrease  in  income  tax  expense.


                                      -16-
<PAGE>
<TABLE>
<CAPTION>
     Production, gas aggregation and pipeline volumes, revenue and average sales
prices  for  the  nine  months ended March 31 and their related variances are as
follows:

                                                    Nine Months Ended
                                                         March 31          Variance
                                                    ------------------  -----------------
                                                       2004     2003    Amount   Percent
                                                    ---------  -------  -------  --------
Natural Gas
<S>                                                   <C>      <C>      <C>      <C>
  Production (Mmcf)                                    8,239    7,236    1,003      13.9%
  Average sales price received ($/Mcf)                  5.26     4.89     0.37       7.6%
                                                    ---------  -------  -------  --------
  Sales ($in thousands)                               43,332   35,354    7,978      22.6%
Oil
  Production (Mbbl)                                       86       77        9      11.7%
  Average sales price received ($/Bbl)                 28.70    26.32     2.37       9.0%
                                                    ---------  -------  -------  --------
  Sales ($in thousands)                                2,468    2,027      441      21.8%
Hedging                                               (2,755)  (4,149)   1,394      33.6%
Other                                                    210      284      (74)    -26.1%
                                                    ---------  -------  -------  --------
Total oil and gas sales ($in thousands)               43,255   33,516    9,739      29.1%
                                                    ---------  -------  -------  --------
Aggregation Revenue
  Volume (Million Mmbtu)                               6,722    7,275     (553)     -7.6%
  Average sales price received ($/Mmbtu)                5.16     4.70     0.46       9.7%
                                                    ---------  -------  -------  --------
  Sales ($in thousands)                               34,678   34,212      466       1.4%
Pipeline Revenue
  Volume (Million Mmbtu)                               4,176    4,337     (161)     -3.7%
  Average sales price received ($/Mmbtu)                2.76     2.58     0.18       7.1%
                                                    ---------  -------  -------  --------
  Sales ($in thousands)                               11,524   11,172      352       3.2%
                                                    ---------  -------  -------  --------
Total aggregation and pipeline sales ($in thousands)  46,202   45,384      818       1.8%
                                                    =========  =======  =======  ========
Aggregation Gas Cost
  Volume (Million Mmbtu)                               6,722    7,275     (553)     -7.6%
  Average price paid ($/Mmbtu)                          4.96     4.40     0.56      12.6%
                                                    ---------  -------  -------  --------
  Cost ($in thousands)                                33,353   32,046    1,307       4.1%
Pipeline Gas Cost
  Volume (Million Mmbtu)                               3,369    3,446      (77)     -2.2%
  Average price paid ($/Mmbtu)                          2.76     2.51     0.25       9.9%
                                                    ---------  -------  -------  --------
  Cost ($in thousands)                                 9,288    8,648      640       7.4%
                                                    ---------  -------  -------  --------
Total aggregation and pipeline cost ($in thousands)   42,641   40,694    1,947       4.8%
                                                    =========  =======  =======  ========
</TABLE>


                                      -17-
<PAGE>
     REVENUES.  Total  revenues  increased  $10.5  million  or 12.7% between the
     --------
periods.  The  increase  was due primarily to a $9.7 million increase in oil and
gas  sales  and  a  $0.8 million increase in gas aggregation and pipeline sales.
Well  operations  and  service  revenues  remained  relatively  constant.

     Revenues  from oil and gas sales increased a net of $9.7 million from $33.5
million  for  the nine months ended March 31, 2003 to $43.2 million for the nine
months  ended  March 31, 2004.  Natural gas sales increased $8.0 million and oil
sales  increased  $0.4  million.  The  net increase in gas production revenue is
attributable  to  the  increase in gas prices and an increase in gas production.
The  price  increase  is a result of the rise in the related natural gas indexes
and  the  increase  in  production is primarily due to wells drilled in the Gulf
Coast  region.  Also  contributing  to  the  increase in sales was a decrease in
recognized  losses  on  related  hedging  transactions  and other revenue, which
totaled a loss of $2.5 million for the nine months ended March 31, 2004 compared
to  a  loss  of  $3.9  million  for  the  nine  months  ended  March  31,  2003.

     Revenues  from  gas  aggregation  and pipeline sales increased $0.8 million
from $45.4 million for the nine months ended March 31, 2003 to $46.2 million for
the  nine  months  ended March 31, 2004.  Gas aggregation revenue increased $0.5
million  primarily  as  a  result of an increase in the average sales price that
corresponds to the rise in the related natural gas price indexes for this period
compared  to  the prior period.  Offsetting this increase in average sales price
was  a decrease in gas volumes aggregated for sale.  Pipeline revenue, which has
a sales and gathering component, increased $0.3 million primarily as a result of
an  increase  in  the  average  sales  price that corresponds to the rise in the
related  natural  gas price indexes for this period compared to the prior period
offset by a decrease in volumes sold.  Pipeline volumes declined compared to the
prior  period  primarily  due  to  natural  production  declines  on the system.

     COSTS  AND  EXPENSES.  The  Company's  costs  and  expenses  increased $1.4
     --------------------
million between the periods primarily as a net result of a $1.9 million increase
in  gas  aggregation  and pipeline costs, $1.1 million increase in depreciation,
depletion,  and  amortization  costs,  $4.2  million decrease in exploration and
impairment costs, $0.6 million increase in taxes other than income, $0.9 million
increase  in  general and administrative expense, and a $1.1 million increase in
field  and  lease  operating  expense.

     Gas aggregation and pipeline costs increased $1.9 million.  Gas aggregation
costs  increased  $1.3  million  and pipeline costs increased $0.6 million.  The
increase  in  cost is primarily attributable to the increase in average price of
gas  that corresponds to the rise in the related natural gas indexes offset by a
decrease  in  volume  for  this  period  compared  to  the  prior  period.

     Depletion,  depreciation,  and amortization expenses increased $1.1 million
primarily  due  to  an  increase  in  production.

     Exploration  and impairment costs decreased $4.2 million primarily due to a
decrease in dry hole expense related to exploratory wells drilled in the current
period  as  compared  to  the related exploratory dry hole expenses in the prior
period.

     Taxes  other  than income increased $0.6 million due to the increase in oil
and  gas  sales for the current year as compared to the same period in the prior
year.  Wellhead  oil and gas sales revenue, on which production taxes are based,
was  higher  for  the  current  year.

     General  and  administrative  expense increased $0.9 million primarily as a
result  of  an  increase  in  payroll  and  costs  associated with the Company's
restricted  stock  plan,  and  forgiveness  of  notes  from  employees which was
partially  offset  by  a  reduction in office rent expense and equipment leasing
costs.


                                      -18-
<PAGE>
     Field  and  lease  operating expenses increased $1.1 million primarily as a
result  of  increased expenses for compressor and road repairs, insurance, costs
associated  with  properties acquired in the East, and an increase in the number
of  producing  wells  in  the  Gulf  Coast  region.

     INTEREST  EXPENSE.  Interest  expense decreased $1.2 million when comparing
     ------------------
the  periods  primarily due to the purchase of a portion of the Company's senior
notes  and  a  decrease  in  the average interest rate paid on outstanding debt.

     GAIN  ON  SALE  OF ASSETS.  Gain on sale of assets increased $0.5 primarily
     --------------------------
due  to  the  sale  of  certain properties located in Wyoming during the current
year.

     INTEREST  INCOME  AND  OTHER.  Other  income  decreased  $25.4 million when
     ----------------------------
comparing the periods.  This decrease between the periods is mainly attributable
to  a  decrease  in  recognized  gains  on  the  purchase  of  senior  bonds.

     INCOME  TAX  EXPENSE.  Income  tax  expense  decreased  $9.4  million  when
     ---------------------
comparing  the  periods  primarily  due  to  the  resolution  of  certain  tax
contingencies  and  the  change  in  income  before  tax.


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

     Stockholders'  equity  of  the  Company has increased from $44.4 million at
December  31,  2003  to  $48.1  million at March 31, 2004. The Company's working
capital of a negative $26.4 million at December 31, 2003 increased to a negative
$13.8  million  at March 31, 2004, before inclusion of the classification of $34
million  of  the  Company's  Notes  as  a  current  liability as a result of the
Settlement  Agreement  with  Noteholders  discussed  below.  The  Company's cash
decreased  from  $3.7  million at December 31, 2003 to $2.6 million at March 31,
2004.  The  Company's  cash at May 4, 2004 was $0.8 million.  The change in cash
during  the  quarter  of  approximately  $1.1  million  resulted  from  various
operating,  investing  and  financing activities of the Company.  The activities
were  primarily  comprised of: the reduction of approximately $4.5 million under
the Company's $50 million revolving Credit Agreement (the "Agreement"); payments
of  approximately  $4.0  million  for the purchase of a portion of the Company's
outstanding  Notes;  the  investment  of approximately $3.3 million in property,
plant  and equipment; payments of approximately $0.5 million for the acquisition
of  treasury  stock and dividends; receipt of approximately $0.4 million of cash
proceeds  from  the  sale  of  assets;  and  approximately $10.8 million of cash
provided  by  operations  during  the  quarter.

     At March 31, 2004, the Company's principal source of liquidity consisted of
$2.6  million of cash, $0.9 million available under an unsecured credit facility
currently  in  place,  plus  amounts  available  under  the $50 million Foothill
Capital  Corporation  Agreement.  Foothill  Capital  Corporation is now known as
Wells  Fargo  Foothill,  Inc.  ("Foothill"). At March 31, 2004, $1.1 million was
outstanding  or committed under the short-term credit facility and $37.7 million
was  outstanding  under  the  Agreement.

     On  July  10,  2002,  the Company entered into the Agreement with Foothill.
Depending on its level of borrowing under the Agreement, the applicable interest
rates  are based on Wells Fargo's prime rate plus 0.50% to 2.50%.  The Agreement
currently  expires on July 10, 2005.  The Agreement is secured by certain of the
existing  proved  producing  oil  and gas assets of the Company.  The Agreement,
among other things, restricts the ability of the Company and its subsidiaries to
incur new debt, grant additional security interests in its collateral, engage in
certain merger or reorganization activities, or dispose of certain assets.  Upon
the  occurrence  of an event of default, the lenders may terminate the Agreement
and  declare  all  obligations  thereunder  immediately  due  and  payable  (see
discussion  of  an event of default notice below).  As of May 4, 2004, there are
$34.8  million  in  outstanding  borrowings  under  the  Agreement.  Under  the


                                      -19-
<PAGE>
Indenture  for  the  Company's  Notes,  the Company is restricted from incurring
additional  debt  in  excess  of  the  $50 million available under the Agreement
unless  the  Company's fixed charge coverage ratio, as defined in the Indenture,
is  at  least  2.5  to  1 and the Company is not in default under the Indenture.
Currently,  the Company's fixed charge coverage ratio is estimated to be greater
than  2.5  to 1.  Under the terms of the Company's Settlement Agreement with the
Noteholders  described  below, until the Company satisfies its obligations under
the  Settlement Agreement with the Noteholders, any additional borrowings beyond
that available under the Company's existing credit facilities must be applied to
repurchase  the  Notes.

     As  previously  reported,  the  Company has been in litigation with certain
Holders  (the "Noteholders") of its Notes.  The dispute involved the calculation
of  "Net  Proceeds"  of  an  "Asset  Sale"  as  defined  in  the  Indenture.

     A  Settlement  Agreement  dated  February 24, 2004, was negotiated with the
Noteholders to resolve the dispute. In settlement of the dispute the Company has
agreed  to  repurchase  $38 million in Notes. The repurchase will be effected by
the  Company  making  three  Asset  Sale  Offers  (as  defined in the Indenture)
totaling  $38  million.  The  Company  made  an  initial  Asset Sale Offer of $4
million,  which  was  completed  on  March 25, 2004. The Company will consummate
another  Asset Sale Offer of $17 million within one hundred eighty (180) days of
February  24,  2004,  and  a  third Asset Sale Offer of $17 million within three
hundred  sixty (360) days of February 24, 2004. Upon consummation of the initial
Asset  Sale  Offer of $4 million, the Noteholders withdrew and waived the Notice
of  Default  issued  to  the  Company  on  December  27, 2001. The United States
District  Court  for  the  Southern  District  of  West  Virginia  has entered a
Dismissal  Order  dismissing the litigation with prejudice. If the Company fails
to  consummate  any  of  the  Asset  Sale  Offers,  the  amount  of  Notes to be
repurchased  shall  be $43 million and such failure shall constitute an Event of
Default,  giving  the  Noteholders  the  immediate  right  to  accelerate  all
outstanding principal and interest due under the Indenture. Also, in such event,
the  December  27,  2001  Notice of Default previously issued by the Noteholders
will  be  reinstated.

     On  January  23,  2004, prior to reaching the Settlement Agreement with the
Noteholders,  the  Company received a Notice of Default from Foothill.  Also, on
January  23, 2004, the Company and Foothill entered into a Forbearance Agreement
whereby  Foothill  agreed  to  continue  to  fund advances under the secured $50
million  revolver  until  March  15, 2004, unless earlier terminated as provided
therein,  subject  to  certain  terms  and  conditions  set  forth therein.  The
Forbearance  Agreement  was  subsequently amended to provide for an extension of
the  Forbearance  Period to April 15, 2004.  On April 2, 2004, Foothill withdrew
and  waived  the  Notice of Default previously issued to the Company, subject to
the  continuing effectiveness of the Noteholders' Settlement Agreement discussed
above.

     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, cash generated by the sale of assets and interest expense.  EBITDAX,
before  inclusion of the gain on the purchase of the Company's Notes, for fiscal
year  2003  was $36.9 million.  EBITDAX for fiscal years 2002 and 2001 was $19.7
million  and  $33.7  million, respectively.  Management anticipates that EBITDAX
for  fiscal  year  2004  will  approximate $38 million. The Company's ability to
achieve  EBITDAX  of  $38  million  for  fiscal year 2004 is highly dependant on
product  price  and continued drilling success.  There can be no assurance given
that  the  Company will be able to achieve these goals. Management believes that
cash generated from oil and gas operations, together with the liquidity provided
by  existing cash balances, permitted borrowings, and new or additional lines of
credit,  to  the extent permitted, and the cash proceeds resulting from the sale
of  certain  assets,  will  be  sufficient  to  satisfy  commitments for capital
expenditures,  debt  service  obligations,  working capital needs and other cash
requirements  for  the  remainder  of  fiscal  year  2004.


                                      -20-
<PAGE>
     In order to reduce future cash interest payments, as well as future amounts
due at maturity or upon redemption, the Company may, from time to time, purchase
its  outstanding  Notes  in  open  market  purchases and/or privately negotiated
transactions.  The  Company will evaluate any such transactions in light of then
existing  market  conditions, taking into account its liquidity, uses of capital
and  prospects  for  future access to capital.  The amounts involved in any such
transaction,  individually  or  in  the  aggregate,  may  be  material.

     The  Company  believes  that  the  resolution  to  the  dispute  with  the
Noteholders, together with its existing capital resources, permitted borrowings,
and new or additional lines of credit, to the extent permitted, and its expected
fiscal  year 2004 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.


                                      -21-
<PAGE>
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------------

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

     The  Company's  operations  consist  primarily of exploring for, producing,
aggregating  and  selling  natural  gas  and  oil.  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 commodity
price risk. 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 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. Ineffectiveness is
recorded  in  current  earnings.  The  Company does not hold or issue derivative
instruments  for  trading  purposes.  The Company currently has elected to enter
into  derivative  hedge transactions and fixed price physical delivery contracts
on  its  estimated  production  covering approximately 67% to 77% for the fiscal
year  ending  June  30,  2004 and 32% to 42% for the fiscal year ending June 30,
2005.


                                      -22-
<PAGE>
<TABLE>
<CAPTION>
     As  of  March  31,  2004, the Company's open gas derivative instruments and
fixed  price  delivery  contracts  were  as  follows:

                                            Total      Average
                                  Market   Volumes    Contract      Unrealized
Time period                       Index    (MMBtu)      Price     (Gains) Losses
--------------------------------  ------  ----------  ---------  ----------------
<S>                               <C>     <C>         <C>        <C>
Derivatives

  Natural Gas Swaps

    April 2004 - June 2004        NYMEX      273,000  $    4.05  $       383,458

    April 2004 - December 2004    NYMEX       29,000       5.20          (19,206)

    May 2004 - February 2005      NYMEX      500,000       5.97          (66,160)

    July 2004 - March 2005        NYMEX    1,080,000       5.57          242,388

    July 2004 - March 2005        NYMEX      810,000       5.61          150,864

    July 2004 - June 2005         NYMEX    3,240,000       4.54        3,412,507
                                           ---------             ----------------
    Unrealized (Gains) Losses              5,932,000             $     4,103,851
                                           ---------             ================

Physical Contracts

  Fixed Price Delivery Contracts

    March 2004 - June 2004                 1,129,250  $    4.56

    July 2004 - October 2004                 338,250       4.85
                                           ---------
Total Hedged Production                    7,399,500
                                           =========
</TABLE>



     Notwithstanding the above, the Company's future cash flows from gas and oil
production  are  exposed  to  significant volatility as commodity prices change.
Assuming  total  oil  and  gas  production,  pricing,  and the percentage of gas
production  hedged  under physical delivery contracts and derivative instruments
remain  at  March  2004  levels,  a  10%  change  in the average unhedged prices
realized  would change the Company's gas and oil revenues by approximately $0.05
million  on  a  quarterly  basis.


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, and there is ongoing interest rate risk
for  variable  rate  borrowings.  The  extent  of  this  risk is not predictable
because  of  the  variability  of future interest rates and the Company's future
financing  needs.  Assuming the variable interest debt remained at the March 31,
2004  level,  a 10% change in rates would have a $0.2 million impact on interest
expense on an annual basis.  The Company has not attempted to hedge the interest
rate  risk  associated  with  its  debt.


                                      -23-
<PAGE>
FOREIGN  CURRENCY  EXCHANGE  RISK
---------------------------------

     Some  of the Company's transactions are denominated in New Zealand 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.


ITEM 4.  CONTROLS AND PROCEDURES
--------------------------------

     Under  the  supervision  and  with  the  participation  of  our management,
including  our  principal executive officer and principal financial officer, the
Company  has  evaluated  the  effectiveness  of  the design and operation of our
disclosure  controls  and  procedures  within 90 days of the filing date of this
quarterly report and, based on their evaluation, our principal executive officer
and  principal  financial  officer  have  concluded  that  these  controls  and
procedures  are  effective.  There  were  no significant changes in our internal
controls  or  in  other  factors  that could significantly affect these controls
subsequent  to the date of their evaluation.  Disclosure controls and procedures
are  our  controls  and  other  procedures  that  are  designed  to  ensure that
information required to be disclosed by us in the reports that we file or submit
under  the  Securities Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules  and  forms.  Disclosure  controls  and procedures
include,  without  limitation,  controls  and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Securities  Exchange  Act  is  accumulated  and  communicated to our management,
including  our  principal  executive officer and principal financial officer, as
appropriate  to  allow  timely  decisions  regarding  required  disclosure.


PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     As  previously  reported,  the  Company has been in litigation with certain
Holders  of  its  $200,000,000 9 1/2%  Senior  Subordinated  Notes due 2007 (the
"Noteholders")  (the  "Notes).  The  dispute  involved  the  calculation  of Net
Proceeds of an Asset Sale as defined in the Indenture dated May 23, 1997 between
the  Company  and  The  Bank  of  New York. The Company and the Noteholders have
settled  the dispute, as memorialized in the Settlement Agreement executed as of
February 24, 2004, and attached to the Form 8-K filed by the Company on February
25,  2004  as  Exhibit  99.11 (the "Settlement Agreement"). In settlement of the
dispute  the  Company  has  agreed  to  repurchase  $38  million  in  Notes. The
repurchase  will  be  effected by the Company making three Asset Sale Offers (as
defined  in  the Indenture) totaling $38 million. The Company commenced an Asset
Sale  Offer  of  $4  million  on  February 26, 2004. The Company will consummate
another Asset Sale Offer of $17 million no later than 180 days from execution of
the  Settlement  Agreement  and  a third Asset Sale Offer no later than 360 days
from  the execution of the Settlement Agreement. The Company finalized the first
Asset  Sale  Offer  of  $4 million on March 24, 2004. The United States District
Court  for  the Southern District of West Virginia has entered a Dismissal Order
dismissing  the  litigation  with  prejudice.


                                      -24-
<PAGE>
     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

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)   Exhibits:

          31.1 Certification  of Chief Executive Officer Pursuant to Section 302
               of  the  Sarbanes-Oxley  Act  of  2002
          31.2 Certification  of Chief Financial Officer Pursuant to Section 302
               of  the  Sarbanes-Oxley  Act  of  2002

     b)   Reports on Form 8-K:

          The  Company  filed  a  report  on Form 8-K, Item 5, dated January 27,
          2004,  reporting  that  on  January  23,  2004, the Company received a
          Notice of Default from Wells Fargo Foothill, Inc. and that the Company
          and  Wells Fargo Foothill, Inc., entered into a Forbearance Agreement.

          The  Company  filed  a  report on Form 8-K, Item 5, dated February 25,
          2004,  reporting  that  on  February  24, 2004 the Company settled the
          dispute  with  certain  Holders  of  its  $200,000,000 9 1/2%  Senior
          Subordinated  Notes  as  memorialized  in  the  Settlement  Agreement.

          The  Company  filed  a  report on Form 8-K, Item 5, dated February 26,
          2004,  announcing  the  commencement  of  an  asset sale offer for the
          purchase  of up to $4 million aggregate principle amount of its 9 1/2%
          Senior  Subordinated  Notes.


                                      -25-
<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  6th  day  of  May  2004.



                                    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


                                      -26-
<PAGE>