ARTICLES OF AMENDMENT TO
                            ARTICLES OF INCORPORATION
                                       OF
                          ENERGY CORPORATION OF AMERICA

     Pursuant to the provisions of Section 31, Article 1, Chapter 31 of the West
Virginia  Code,  the  undersigned  corporation  adopts the following Articles of
Amendment  to  its  Articles  of  Incorporation,  FILED  IN  DUPLICATE:
     First:          The  name  of  the  corporation  is  Energy  Corporation of
America  ("ECA").
     Second:     The  following  amendment  to the Articles of Incorporation was
adopted  by  the  board  of  directors  of  the  corporation  on the 10th day of
December,  1998, in the manner provided by Section 107(a), Article 1, Chapter 31
of  the  Code  of  West  Virginia:
     Article  VI  of  the  Articles of Incorporation of ECA is hereby amended to
delete  the  provisions  of  the  amendment  filed  on  August  21,  1998 and to
substitute  in  its  place  the  following:
     (a)     A  new class of stock is created and known as "Class A Stock".  ECA
is  authorized  to  issue  One Hundred Thousand (100,000) shares of said Class A
Stock;  however,  in  no  event  shall Class A Stock be greater than ten percent
(10%)  of  the  total  ownership  of the corporation.  The newly created Class A
Stock  shall  be  in addition to the existing authorized shares of common stock.
     (b)     After  giving  effect  to  the  creation of said Class A Stock, the
aggregate  number  of shares of stock that ECA has the authority to issue is Two
Million  One  Hundred  Thousand  (2,100,000)  shares,  consisting of Two Million
(2,000,000) shares of voting common stock, all of such shares having a par value
of  One  Dollar  ($1.00) per share, and One Hundred Thousand (100,000) shares of
nonvoting  Class  A  Stock,  all  of  such  shares  without  par  value.
          (c)     The  present  stated  capital  of  ECA  of Two Million Dollars
($2,000,000.00)  shall  remain  unchanged  by  virtue  of  this  Amendment.
          (d)     Shares  of  Class  A  Stock may be purchased by parties and on
terms  only  as  specifically  permitted  by the Board of Directors of ECA.  The
Board  of  Directors  shall  administer  the  Class  A Stock ownership and shall
establish  the  terms, conditions and restrictions of ownership, which the Board
may  amend  or  modify  from  time  to  time  as  necessary  or  convenient.
          (e)     Voting  power  for the election of directors and for all other
purposes  shall  be  vested  exclusively in the holders of the common stock and,
except as otherwise required by law, the holders of Class A Stock shall not have
any  voting  power  or  be  entitled  to  receive  any  notice  of  meetings  of
shareholders.
          (f)     The  creation of said Class A Stock does not modify or enlarge
any  employee's  right to employment with ECA or its subsidiaries.  The purchase
of  said  Class  A  Stock  does not in any way alter the "at-will" nature of any
employee's  employment  with  ECA  or  its  subsidiaries.
     Third:          The  above Amendment was adopted by the stockholders of ECA
at  a  special  meeting  of said stockholders held on December 10, 1998.  At the
time  of the adoption of the Amendment, ECA had six hundred fifty eight thousand
nine hundred sixty five (658,965) shares of common stock issued and outstanding,
all of which such shares were entitled to vote on the Amendment.  The holders of
the common stock were entitled to vote in a class.  The resolutions adopting the
Amendment  received  the affirmative vote of the majority of the shares entitled
to  vote  on  such  Amendment in the class.  ECA also had thirteen thousand four
hundred  eighty  nine  (13,489)  shares  of  Class  A  common  stock  issued and
outstanding,  all  of  which shares were entitled to vote on the amendment.  The
holders  of  the  Class  A  common  stock were entitled to vote in a class.  The
resolutions adopting the Amendment received the affirmative vote of the majority
of  the  shares  entitled  to  vote  on  such  Amendment  in  the  class.
     We,  the  undersigned,  for  the  purpose  of  amending  the  Articles  of
Incorporation  under the laws of the State of West Virginia, do hereby file this
Amendment  to the Articles of Incorporation, and we accordingly hereunto set our
hands  this  10th  day  of  December,  1998.


                                    ENERGY  CORPORATION  OF  AMERICA


                                By:     /s/  John  Mork
                                    ------------------------------
                                         John  Mork
                               Its: President  and  Chief Executive Officer


                                By:     /s/  Donald  C.  Supcoe
                                    ------------------------------
                                         Donald  C.  Supcoe
                               Its:  Secretary



<PAGE>
STATE  OF  COLORADO,

COUNTY  OF  DENVER,  To-wit:

     I,  Julie  Ann  Kitano,  a  Notary  Public  in and for the State and County
aforesaid,  do hereby certify that John Mork, President of Energy Corporation of
America,  whose  name  is signed to the writing above, has this day acknowledged
the  same  before  me  to  be  the  act  and  deed  of  said  corporation.
     Given  under  my  hand  this  9th  day  of  December,  1998.

     My  commission  expires  April  26,  2002.


                                             /s/  Julie  Ann  Kitano
                                             -----------------------
(Affix  Seal)                                   Notary  Public

STATE  OF  COLORADO,

COUNTY  OF  DENVER,  To-wit:

     I,  Julie  Ann  Kitano,  a  Notary  Public  in and for the State and County
aforesaid,  do  hereby  certify  that  Donald  C.  Supcoe,  Secretary  of Energy
Corporation  of America, whose name is signed to the writing above, has this day
acknowledged  the  same  before  me  to be the act and deed of said corporation.
     Given  under  my  hand  this  9th  day  of  December,  1998.

     My  commission  expires  April  26,  2002.


                                             /s/  Julie  Ann  Kitano
                                             -----------------------
(Affix  Seal)                                   Notary  Public

These  Articles  of  Amendment  Prepared  By:
Tammy  J.  Owen
Goodwin  &  Goodwin,  LLP
P.  O.  Box  2107
Charleston,  West  Virginia  25328