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, 2000.

                                       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, 2000 was 646,087 shares.

                                        1
<PAGE>
<TABLE>
<CAPTION>

ENERGY  CORPORATION  OF  AMERICA

                                TABLE OF CONTENTS

<S>                                                                      <C>
PAGES
PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheets
   March 31, 2000 (unaudited) and June 30, 1999 . . . . . . . . . . . .   3

Unaudited Condensed Consolidated Statements of Operations
   For the three and nine months ended March 31, 2000 and 1999. . . . .   5

Unaudited Condensed Consolidated Statements of Cash Flows
   For the nine months ended March 31, 2000 and 1999. . . . . . . . . .   6

Notes to Unaudited Condensed Consolidated Financial Statements. . . . .   7

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operation. . . . . . . . . . . . . . . . . . . . . . . . . .  14


PART II  OTHER INFORMATION

Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . .  21

Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . . . .  21

Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . . .  21

Item 4. Submission of Matters to a Vote of Security Holders . . . . . .  21

Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . .  21

Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . .  21

Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22

Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
</TABLE>

                                        2
<PAGE>

PART  I  FINANCIAL  INFORMATION
ITEM  1.  FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>

 ENERGY  CORPORATION  OF  AMERICA
 CONDENSED  CONSOLIDATED  BALANCE  SHEETS
 (AMOUNTS  IN  THOUSANDS)
-----------------------------------------

                                                             MARCH 31    JUNE 30
                                                               2000       1999
                                                           (UNAUDITED)     *
ASSETS
<S>                                                          <C>        <C>
 CURRENT ASSETS
    Cash and cash equivalents . . . . . . . . . . . . . . .  $   4,306  $ 13,101
    Accounts receivable, net of allowance for doubtful
       accounts of $429 . . . . . . . . . . . . . . . . . .     14,637    14,920
    Net utility assets held for sale. . . . . . . . . . . .     68,638    70,139
    Gas in storage, at average cost . . . . . . . . . . . .        282       357
    Income tax receivable . . . . . . . . . . . . . . . . .      2,801     3,580
    Prepaid and other current assets. . . . . . . . . . . .      7,783     1,338
                                                             ---------  --------
       Total current assets . . . . . . . . . . . . . . . .     98,447   103,435
                                                             ---------  --------

 Property, plant and equipment, net of accumulated
    depreciation and depletion of $89,894 and $82,158 . . .    163,260   158,442
                                                             ---------  --------

 OTHER ASSETS
    Deferred financing costs, net of accumulated
       amortization of $2,246 and $1,647. . . . . . . . . .      5,410     6,009
    Notes receivable, less allowance for doubtful accounts
       of $440. . . . . . . . . . . . . . . . . . . . . . .      3,068     3,384
    Other . . . . . . . . . . . . . . . . . . . . . . . . .     14,721    14,807
                                                             ---------  --------
       Total other assets . . . . . . . . . . . . . . . . .     23,199    24,200
                                                             ---------  --------

 TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 284,906  $286,077
                                                             =========  ========
<FN>

 *   Condensed  from  audited  consolidated  financial  statements.

 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)
-----------------------------------------

                                                               MARCH 31    JUNE 30
                                                                 2000       1999
                                                              (UNAUDITED)    *
LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                           <C>         <C>
 CURRENT LIABILITIES
    Accounts payable . . . . . . . . . . . . . . . . . . . .  $  16,649   $ 15,474
    Short-term borrowings. . . . . . . . . . . . . . . . . .      2,000          -
    Current portion of long-term debt. . . . . . . . . . . .      1,954      6,618
    Funds held for future distribution . . . . . . . . . . .      4,941      5,378
    Accrued taxes, other than income . . . . . . . . . . . .      4,570      4,497
                                                              ----------  ---------
       Total current liabilities . . . . . . . . . . . . . .     30,114     31,967

 LONG-TERM OBLIGATIONS
    Long-term debt . . . . . . . . . . . . . . . . . . . . .    217,853    219,886
    Gas delivery obligation and deferred trust revenue . . .     22,179     13,839
    Deferred income tax liability. . . . . . . . . . . . . .      2,527      4,877
    Other long-term obligation . . . . . . . . . . . . . . .        995      1,031
                                                              ----------  ---------
       Total liabilities . . . . . . . . . . . . . . . . . .    273,668    271,600
                                                              ----------  ---------


 STOCKHOLDERS' EQUITY
    Common stock, par value $1.00; 2,000,000 shares
       authorized; 721,000 shares issued . . . . . . . . . .        721        721
    Class A stock, no par value; 100,000 shares authorized;
       26,000 shares issued. . . . . . . . . . . . . . . . .      2,940      2,940
    Additional paid in capital . . . . . . . . . . . . . . .      4,656      4,656
    Retained earnings. . . . . . . . . . . . . . . . . . . .     10,457     13,598
    Treasury stock and notes receivable arising from the
       issuance of common stock. . . . . . . . . . . . . . .     (7,493)    (7,261)
    Accumulated comprehensive income (loss). . . . . . . . .        (43)      (177)
                                                              ----------  ---------
       Total Stockholders' equity. . . . . . . . . . . . . .     11,238     14,477
                                                              ----------  ---------

 TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 284,906   $286,077
                                                              ==========  =========
<FN>

 *   Condensed  from  audited  consolidated  financial  statements.

 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        FOR  THE  NINE
                                                               MONTHS  ENDED         MONTHS  ENDED
                                                                  MARCH 31              MARCH 31

<S>                                                         <C>       <C>       <C>        <C>
                                                               2000      1999       2000       1999
 REVENUES:
    Gas marketing and pipeline sales . . . . . . . . . . .  $15,894   $18,922   $ 54,734   $ 70,941
    Oil and gas sales. . . . . . . . . . . . . . . . . . .    5,932     3,993     17,223     13,703
    Well operations and service revenues . . . . . . . . .    1,398     1,546      4,587      4,921
    Other revenue. . . . . . . . . . . . . . . . . . . . .        -         -          -        191
                                                            --------  --------  ---------  ---------
                                                             23,224    24,461     76,544     89,756
                                                            --------  --------  ---------  ---------
 COST AND EXPENSES:
    Gas marketing and pipeline cost. . . . . . . . . . . .   15,504    17,761     53,463     68,018
    Field operating expenses . . . . . . . . . . . . . . .    2,032     1,980      6,054      6,048
    General and administrative . . . . . . . . . . . . . .    3,096     2,676      8,428      7,761
    Taxes, other than income . . . . . . . . . . . . . . .      324       303      1,000        836
    Depletion and depreciation, oil and gas related. . . .    2,174     1,946      6,587      6,020
    Depreciation of pipelines and equipment. . . . . . . .      706       804      2,171      2,416
    Exploration and impairment . . . . . . . . . . . . . .      532     2,293      3,469      5,104
                                                            --------  --------  ---------  ---------
                                                             24,368    27,763     81,172     96,203
                                                            --------  --------  ---------  ---------
    Loss from operations . . . . . . . . . . . . . . . . .   (1,144)   (3,302)    (4,628)    (6,447)
                                                            --------  --------  ---------  ---------
 OTHER (INCOME) EXPENSE
    Interest . . . . . . . . . . . . . . . . . . . . . . .    5,441     5,044     16,956     15,097
    Loss (gain) on sale of assets. . . . . . . . . . . . .      (68)       17        (73)    (1,080)
    Other. . . . . . . . . . . . . . . . . . . . . . . . .      (27)      (49)      (630)      (844)
                                                            --------  --------  ---------  ---------
 Loss from continuing operations before income
    taxes and minority interest. . . . . . . . . . . . . .   (6,490)   (8,314)   (20,881)   (19,620)
 Benefit from income taxes . . . . . . . . . . . . . . . .   (2,143)   (2,861)    (6,392)    (6,249)
                                                            --------  --------  ---------  ---------
 Loss from continuing operations before minority interest.   (4,347)   (5,453)   (14,489)   (13,371)
 Minority interest . . . . . . . . . . . . . . . . . . . .        -         -          -          7
                                                            --------  --------  ---------  ---------
 Loss from continuing operations . . . . . . . . . . . . .   (4,347)   (5,453)   (14,489)   (13,378)
 Disposal of utility operations:
    Income from utility operations, net of income tax
      provision of $3,598, $6,255, $5,866 and $8,318 . . .    6,901     9,740     11,348     13,183
                                                            --------  --------  ---------  ---------
 NET INCOME (LOSS) . . . . . . . . . . . . . . . . . . . .  $ 2,554   $ 4,287   $ (3,141)  $   (195)
                                                            ========  ========  =========  =========

 Basic and diluted earnings per common share:
    Loss from continuing operations. . . . . . . . . . . .  $ (6.54)  $ (7.98)  $ (21.75)  $ (19.90)
    Income from disposed utility operations. . . . . . . .    10.39     14.25      17.04      19.61
                                                            --------  --------  ---------  ---------
    Net income (loss). . . . . . . . . . . . . . . . . . .  $  3.85   $  6.27   $  (4.71)  $  (0.29)
                                                            ========  ========  =========  =========
</TABLE>

 The accompanying  notes  are  an  integral part of these condensed consolidated
financial  statements.

                                        5
<PAGE>

<TABLE>
<CAPTION>

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

                                                                               FOR THE NINE MONTHS ENDED
                                                                                         MARCH
                                                                                     2000        1999
<S>                                                                                 <C>        <C>
 CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss from continuing operations. . . . . . . . . . . . . . . . . . . . . .  $(14,489)  $(13,378)
    Adjustment to reconcile net loss to net cash used by operating activities
       Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         -          7
       Depletion, depreciation and amortization. . . . . . . . . . . . . . . . . .     9,357      9,036
       Gain on sale of assets. . . . . . . . . . . . . . . . . . . . . . . . . . .       (73)    (1,080)
       Exploration and impairment. . . . . . . . . . . . . . . . . . . . . . . . .     2,291      4,714
       Other, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    (3,862)    (1,072)
                                                                                    ---------  ---------
                                                                                      (6,776)    (1,773)
    Changes in assets and liabilities:
    Accounts receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       283        927
    Gas in storage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        75        285
    Prepaid and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . .       555      3,980
    Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,248     (6,619)
    Funds held for future distributions. . . . . . . . . . . . . . . . . . . . . .      (437)      (870)
    Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    (2,532)   (11,059)
                                                                                    ---------  ---------
       Net cash used by operating activities from continuing operations. . . . . .    (7,584)   (15,129)
       Net cash provided by operating activities from disposed operations. . . . .     7,105     11,160
                                                                                    ---------  ---------
       Net cash used by operating activities . . . . . . . . . . . . . . . . . . .      (479)    (3,969)
                                                                                    ---------  ---------
 CASH FLOWS FROM INVESTING ACTIVITIES
    Expenditures for property, plant and equipment . . . . . . . . . . . . . . . .   (15,790)   (19,735)
    Proceeds from sale of assets . . . . . . . . . . . . . . . . . . . . . . . . .       346      3,126
    Notes receivable and other . . . . . . . . . . . . . . . . . . . . . . . . . .       (27)       107
                                                                                    ---------  ---------
       Net cash used by investing activities from continuing operations. . . . . .   (15,471)   (16,502)
       Net cash used by investing activities from disposed operations. . . . . . .   (20,901)    (7,904)
                                                                                    ---------  ---------
       Net cash used by investing activities . . . . . . . . . . . . . . . . . . .   (36,372)   (24,406)
                                                                                    ---------  ---------
 CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from long-term debt . . . . . . . . . . . . . . . . . . . . . . . . .     7,250      2,500
    Principal payment on long-term debt. . . . . . . . . . . . . . . . . . . . . .   (13,947)    (2,939)
    Proceeds from short-term borrowing . . . . . . . . . . . . . . . . . . . . . .     2,000          -
    Purchase of treasury stock and other financing activities. . . . . . . . . . .      (233)      (729)
    Prepayment of future gas delivery. . . . . . . . . . . . . . . . . . . . . . .    10,000          -
    Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         -       (967)
                                                                                    ---------  ---------
       Net cash provided (used) by financing activities from continuing operations     5,070     (2,135)
       Net cash provided by financing activities from disposed operations. . . . .    22,986     11,784
                                                                                    ---------  ---------
       Net cash provided by financing activities . . . . . . . . . . . . . . . . .    28,056      9,649
                                                                                    ---------  ---------
       Net increase (decrease) in cash and cash equivalents. . . . . . . . . . . .    (8,795)   (18,726)
       Cash and cash equivalents, beginning of period. . . . . . . . . . . . . . .    13,101     20,485
                                                                                    ---------  ---------
 Cash and cash equivalents, end of period. . . . . . . . . . . . . . . . . . . . .  $  4,306   $  1,759
                                                                                    =========  =========
</TABLE>


 The  accompanying  notes  are  an integral part of these condensed consolidated
financial  statements.

                                        6
<PAGE>

                          ENERGY CORPORATION OF AMERICA
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2000


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 integrated
energy  company.  All  references to the "Company" include Energy Corporation of
America  and  its  consolidated  subsidiaries.

Oil  and  Gas  Exploration, Development, Production and Marketing - The Company,
-----------------------------------------------------------------
primarily  through  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  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, New Zealand and
Australia.


2.     Accounting  Policies

Reference  is  hereby made to the Company's Annual Report on Form 10-K for 1999,
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,  included  herein,  have  been  made.  The  results  of
operations for the period ended March 31, 2000 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.  In addition, due to
the  sale  of  the  utility  operations,  see  Note  4, amounts in the financial
statements  and  related notes for all periods presented have been reclassified.


3.     Recently  Issued  Accounting  Pronouncements

The  Company  adopted  Statement  of Financial Accounting Standards ("SFAS") No.
130,  "Reporting  Comprehensive  Income",  effective July 1, 1998.  The standard
establishes  rules for the reporting of comprehensive income and its components.
The  Company's  comprehensive  income  (loss)  consists  of  foreign  currency
translation  adjustments.

                                        7
<PAGE>

In  June  1998, SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities" was issued, which is effective for all fiscal quarters of all fiscal
years  beginning  after  June 15, 2000.  SFAS No. 133 establishes accounting and
reporting  standards  for  derivative  instruments, including certain derivative
instruments  embedded  in  other contracts, and hedging activities.  It requires
the  recognition  of  all derivative instruments as assets or liabilities in the
Company's balance sheet and measurement of those instruments at fair value.  The
accounting treatment of changes in fair value is dependent upon whether or not a
derivative  instrument  is  designated  as a hedge and if so, the type of hedge.
The  Company  has  not fully analyzed what impact the provisions of SFAS No. 133
will  have  on  the  Company's  financial  statements.

4.     Disposal  of  Utility  Operations

On  December  20,  1999,  the  Company  agreed  to  sell its utility operations,
Mountaineer  Gas  Company  and  its  Subsidiaries  ("Mountaineer"), to Allegheny
Energy,  Inc.  ("Allegheny")  pursuant  to  a  stock purchase agreement for $323
million,  which  includes  the  assumption of approximately $100 million of long
term  debt  and  is subject to certain adjustments, resulting in net proceeds of
$223  million  prior  to other adjustments.  The transaction is conditioned upon
the  prior  receipt  of  regulatory  approval,  including  the  approval  of the
Securities  and  Exchange  Commission  pursuant  to  the  Public Utility Holding
Company  Act  of 1935, the West Virginia Public Service Commission ("WVPSC") and
the  Federal  Trade Commission ("FTC").  The waiting period under FTC guidelines
has  expired  and  the  WVPSC  issued  an  order on May 11, 2000 authorizing the
transaction  with  limited conditions.  Subject to the remaining approvals being
received,  the  Company  expects  that  the  transaction will close in the first
quarter  of  the  next  fiscal  year.

The  Company  has  also  entered  into  a  gas  sale and purchase agreement with
Allegheny  whereby  it  will  begin  the delivery of natural gas beginning on or
after  July 1, 2001.  The Company has received a $10 million prepayment pursuant
to the agreement, which is recorded as long term deferred revenue on the balance
sheet.  Potentially,  the  Company  has  the  ability  to  receive  additional
prepayments up to $20 million, pending the ability to present a letter of credit
equal  to  the  prepayment.

The  utility  operations  have historically been reported as a separate segment.
As a result of the sale, its disposition is considered, for accounting purposes,
to  be  a  discontinued  operation.  Accordingly,  amounts  in  the  financial
statements  and  related  notes  for  all  periods presented have been restated.
Summarized  financial  statements  for the utility operations are as follows, in
thousands:

                                        8
<PAGE>
<TABLE>
<CAPTION>

<S>                                    <C>              <C>
                                       March 31, 2000   June 30, 1999
 ASSETS
    Cash and cash equivalents . . . .  $         3,808  $          457
    Accounts receivable . . . . . . .           41,011          22,117
    Prepaid and other current assets.           13,533          24,682
                                       ---------------  --------------
       Total current assets . . . . .           58,352          47,256
    Property, plant and equipment . .          166,068         156,873
    Deferred utility charges. . . . .           16,619          18,785
    Other . . . . . . . . . . . . . .            2,663           2,674
                                       ---------------  --------------
 TOTAL. . . . . . . . . . . . . . . .  $       243,702  $      225,588
                                       ===============  ==============
 LIABILITIES AND STOCKHOLDERS' EQUITY
    Accounts payable. . . . . . . . .  $        12,285  $       24,575
    Short term borrowings . . . . . .                -          16,799
    Other current liabilities . . . .           30,970          18,596
                                       ---------------  --------------
       Total current liabilities. . .           43,255          59,970
    Long-term debt. . . . . . . . . .          100,120          60,135
    Deferred income tax liability . .           22,635          22,991
    Other long-term obligation. . . .           10,862          10,819
                                       ---------------  --------------
       Total liabilities. . . . . . .          176,872         153,915
       Total Stockholders' equity . .           66,830          71,673
                                       ---------------  --------------
 TOTAL. . . . . . . . . . . . . . . .  $       243,702  $      225,588
                                       ===============  ==============
</TABLE>

<TABLE>
<CAPTION>

                                                  For the               For the
                                            Three Months Ended     Nine Months Ended
                                                 March 31             March 31
                                             -----------------     -----------------
                                               2000     1999       2000     1999
<S>                                          <C>       <C>      <C>        <C>
 REVENUES:
    Utility gas sales and transportation. .  $74,279   $70,640  $145,112   $137,674
    Other revenue . . . . . . . . . . . . .    2,124     3,115     7,593     10,116
                                             --------  -------  ---------  ---------
                                              76,403    73,755   152,705    147,790
                                             --------  -------  ---------  ---------
 COST AND EXPENSES:
    Utility gas purchased . . . . . . . . .   40,547    33,421    73,934     66,162
    Utility operations and maintenance. . .    6,106     5,853    17,018     16,431
    General and administrative. . . . . . .    5,409     4,533    11,950     10,891
    Depreciation of pipelines and equipment    4,857     4,352    10,015      8,974
    Other . . . . . . . . . . . . . . . . .    6,887     7,970    16,602     18,893
                                             --------  -------  ---------  ---------
                                              63,806    56,129   129,519    121,351
                                             --------  -------  ---------  ---------
    Income from operations. . . . . . . . .   12,597    17,626    23,186     26,439
                                             --------  -------  ---------  ---------
 OTHER (INCOME) EXPENSE
    Interest. . . . . . . . . . . . . . . .    2,144     1,623     6,136      4,981
    Other . . . . . . . . . . . . . . . . .      (46)        8      (164)       (43)
                                             --------  -------  ---------  ---------
    Income before income taxes. . . . . . .   10,499    15,995    17,214     21,501
 Provision for income taxes . . . . . . . .    3,598     6,255     5,866      8,318
                                             --------  -------  ---------  ---------
 NET INCOME . . . . . . . . . . . . . . . .  $ 6,901   $ 9,740  $ 11,348   $ 13,183
                                             ========  =======  =========  =========
</TABLE>

                                        9
<PAGE>
<TABLE>
<CAPTION>

                                                      For the Nine Months Ended
                                                               March
                                                      -------------------------
<S>                                                      <C>        <C>
                                                            2000       1999
 CASH FLOWS FROM OPERATING ACTIVITIES
    Net income. . . . . . . . . . . . . . . . . . . . .  $ 11,348   $ 13,183
    Adjustment to reconcile earnings to net cash
               provided by operating activities
       Depletion, depreciation and amortization . . . .    10,015      8,974
       Other, net . . . . . . . . . . . . . . . . . . .    (2,633)    (3,434)
    Changes in assets and liabilities:
    Current assets. . . . . . . . . . . . . . . . . . .    (5,215)    (7,155)
    Current liabilities . . . . . . . . . . . . . . . .    (3,599)      (453)
                                                         ---------  ---------
       Net cash provided by operating activities. . . .     9,916     11,115
                                                         ---------  ---------
 CASH FLOWS FROM INVESTING ACTIVITIES
    Expenditures for property, plant and equipment. . .   (20,901)    (7,904)
                                                         ---------  ---------
       Net cash used by investing activities. . . . . .   (20,901)    (7,904)
                                                         ---------  ---------
 CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from long-term debt. . . . . . . . . . . .    40,000          -
    Short term borrowings, net of prepayments . . . . .   (16,814)    11,784
    Debt issuance costs . . . . . . . . . . . . . . . .      (200)         -
    Dividends to parent company . . . . . . . . . . . .    (8,650)   (14,500)
                                                         ---------  ---------
       Net cash provided (used) by financing activities    14,336     (2,716)
                                                         ---------  ---------
       Net increase in cash and cash equivalents. . . .     3,351        495
       Cash and cash equivalents, beginning of period .       457      1,062
                                                         ---------  ---------
 Cash and cash equivalents, end of period . . . . . . .  $  3,808   $  1,557
                                                         =========  =========
</TABLE>

Mountaineer's  various  debt  agreements  contain  certain  restrictions  and
conditions,  including  restrictions in the payment of dividends to the Company.
As  of  March  31,  2000,  approximately  $2.7  million  was  available  for the
declaration  of dividends.  Mountaineer's scheduled maturities of long term debt
for  each  of  the  periods  indicated  is  as  follows  (in  thousands):

<TABLE>
<CAPTION>

For  the  Quarter  Ending:
<S>                          <C>
  June 30, 2000 . . . . . .  $      4
  September 30, 2000. . . .         4
  December 31, 2000 . . . .         3
  March 31, 2001. . . . . .         4
                             --------
  Total current . . . . . .        15

  June 30, 2001 . . . . . .         4
For the Fiscal Year Ending:
  June 30, 2002 . . . . . .     3,348
  June 30, 2003 . . . . . .     3,348
  June 30, 2004 . . . . . .     3,348
  June 30, 2005 . . . . . .     3,348
  Thereafter. . . . . . . .    86,724
                             --------
     Total. . . . . . . . .  $100,135
                             ========
</TABLE>

                                       10
<PAGE>
5.     Earnings  per  Share

A  reconciliation  of  the  components  of basic and diluted net loss per common
share  is  as  follows:

<TABLE>
<CAPTION>

                                                                         Per-Share
                                                   Loss       Shares       Amount
                                                  -----     --------     --------
<S>                                                <C>            <C>      <C>
Three months ended March 31, 2000
  Basic and Diluted Earnings per Share
     Loss from continuing operations available to
        common shareholders . . . . . . . . . . .  $ (4,347,000)  664,401  $ (6.54)
Nine months ended March 31, 2000
-------------------------------------------------
  Basic and Diluted Earnings per Share
     Loss from continuing operations available to
        common shareholders . . . . . . . . . . .  $(14,489,000)  666,003  $(21.75)
Three months ended March 31, 1999
-------------------------------------------------
  Basic and Diluted Earnings per Share
     Loss from continuing operations available to
        common shareholders . . . . . . . . . . .  $ (5,453,000)  683,350  $ (7.98)
Nine months ended March 31, 1999
-------------------------------------------------
  Basic and Diluted Earnings per Share
     Loss from continuing operations available to
        common shareholders . . . . . . . . . . .  $(13,378,000)  672,121  $(19.90)
</TABLE>


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

6.     The  Company  adopted  SFAS  No.  131,  "Disclosures About Segments of an
Enterprise  and  Related Information," in fiscal 1999.  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  exploratory  costs  ("EBITDAX") to evaluate the operations of
each  segment.

                                       11
<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, 2000
   Sales to unaffiliated customers. . . . . . . . . .  $ 21,810   $54,734             $ 76,544
   Intersegment revenues. . . . . . . . . . . . . . .         -         -                    -
   Depreciation, depletion, amortization. . . . . . .     7,716       773       269      8,758
   Exploratory costs. . . . . . . . . . . . . . . . .     3,469                          3,469
   Operating profit (loss). . . . . . . . . . . . . .      (545)     (637)   (3,446)    (4,628)
   Interest expense . . . . . . . . . . . . . . . . .        48         2    16,906     16,956
   EBITDAX. . . . . . . . . . . . . . . . . . . . . .    11,188      (155)   (2,731)     8,302
   Total assets, net of utility assets held for sale.   130,753    59,449    26,066    216,268
   Capital expenditures . . . . . . . . . . . . . . .    15,607       131        52     15,790
-----------------------------------------------------  ---------  --------  --------  ---------
For the nine months ended March 31, 1999
-----------------------------------------------------
   Sales to unaffiliated customers. . . . . . . . . .    18,624    63,747       191     82,562
   Intersegment revenues. . . . . . . . . . . . . . .               7,194                7,194
   Depreciation, depletion, amortization. . . . . . .     7,346       831       259      8,436
   Exploratory costs. . . . . . . . . . . . . . . . .     5,104                          5,104
   Operating profit (loss). . . . . . . . . . . . . .    (3,779)      471    (3,139)    (6,447)
   Interest expense . . . . . . . . . . . . . . . . .        85         2    15,010     15,097
   EBITDAX. . . . . . . . . . . . . . . . . . . . . .    10,564     1,163    (2,717)     9,010
   Total assets, net of utility assets held for sale.   127,366    61,480    27,092    215,938
   Capital expenditures . . . . . . . . . . . . . . .    16,722       419     2,594     19,735
-----------------------------------------------------  ---------  --------  --------  ---------
</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 $4.5
million  and  $3.9  million,  as  of March 31, 2000 and 1999, respectively.  Net
long-lived  assets  located  in  Australia  as  of  March  31, 2000 totaled $0.5
million.

7.     Debt

A  rollforward  of  the debt from June 30, 1999 to March 31, 2000, is as follows
(in  thousands):

<TABLE>
<CAPTION>

                                 Current
                               Portion Long  Long Term  Total Long
                                Term Debt      Debt     Term Debt
                                ----------   ---------  ----------
<S>                              <C>        <C>        <C>
 Balance at June 30, 1999 . . .  $  6,618   $219,886   $226,504
   Long term debt payment . . .   (13,947)              (13,947)
   Draw on revolving debt . . .     7,250                 7,250
   Reclassify long term debt to
      current portion . . . . .     2,033     (2,033)
                                 ---------  ---------  ---------
 Balance at March 31, 2000. . .  $  1,954   $217,853   $219,807
                                 =========  =========  =========
</TABLE>

                                       12
<PAGE>

The  Company's  scheduled  maturities  of long term debt for each of the periods
indicated  is  as  follows  (in  thousands):

<TABLE>
<CAPTION>

For the Quarter Ending:
<S>                          <C>
  June 30, 2000 . . . . . .  $    898
  September 30, 2000. . . .       889
  December 31, 2000 . . . .       139
  March 31, 2001. . . . . .        28
                             --------
  Total current . . . . . .     1,954

  June 30, 2001 . . . . . .        28
For the Fiscal Year Ending:
  June 30, 2002 . . . . . .    17,363
  June 30, 2003 . . . . . .       113
  June 30, 2004 . . . . . .       113
  June 30, 2005 . . . . . .       113
  Thereafter. . . . . . . .   200,123
                             --------
     Total. . . . . . . . .  $219,807
                             ========
</TABLE>

The  Company's  various  debt  agreements  contain  certain  restrictions  and
conditions  among  which  are  limitations  on  indebtedness, funding of certain
subsidiaries, dividends and investments, and certain tangible net worth and debt
and interest coverage ratio requirements.  The agreements require the Company to
maintain  certain  financial  conditions,  including  a  minimum  net  worth,
restriction  on funded debt and restrictions on the amount of dividends that can
be  declared.


8.     Contingencies

The  Company  is  involved  in  various  legal actions and claims arising in the
ordinary course of business.  Management does not expect these matters to have a
material  adverse  effect  on  the  Company's  financial  position.

                                       13
<PAGE>

         ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
         -------     --------------------------------------------------
                       OPERATIONS AND FINANCIAL CONDITION
                       ----------------------------------

     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  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.  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,  the effect of existing and
future  laws, governmental regulations and the political and economic climate of
the  United States, Australia and New Zealand, the effect of hedging activities,
and  conditions  in  the  capital  markets.


DISPOSAL  OF  UTILITY  OPERATIONS
---------------------------------

     On  December  20,  1999, the Company entered into a stock purchase and sale
agreement, a copy of which was filed on the Company's form 8-K filed January 10,
2000, with Allegheny Energy, Inc., wherein the Company agreed to sell all of the
stock  its  wholly  owned  utility,  Mountaineer Gas Company ("Mountaineer") and
Subsidiaries  for  $323  million, which includes the assumption of approximately
$100 million of debt, ($223 million net to the Company).  The sale is subject to
regulatory  approval  by  the Securities and Exchange Commission pursuant to the
Public  Utility  Holding  Company  Act of 1935, the West Virginia Public Service
Commission  ("WVPSC")  and  the  Federal  Trade Commission ("FTC").  The waiting
period under FTC guidelines has expired and the WVPSC issued an order on May 11,
2000  authorizing  the  transaction  with  limited  conditions.  Subject  to the
remaining  approvals  being  received,  the Company expects that the transaction
will  close  in  the  first  quarter of the next fiscal year.  At this time, the
Company  expects  to  realize an after-tax gain of approximately $100 million on
this  transaction  and  to  net approximately $175 million in cash proceeds from
this  sale.  The  use  of  these  proceeds  are  restricted  by  debt covenants.

     The  financial  statements  have been reclassified to exclude the operating
results of this segment from continuing operations, effective December 31, 1999,
and  for  accounting  purposes  classify such results as discontinued operations
(see Note 4).  The following discussion, unless otherwise noted, relates only to
the  Company's  continuing  operations.

                                       14
<PAGE>

COMPARISON  OF  RESULTS  OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2000
--------------------------------------------------------------------------------
AND  1999
---------

     The  Company recorded a net loss from continuing operations of $4.3 million
for the three months ended March 31, 2000 compared to a net loss from continuing
operations  of $5.4 million for the same period in 1999.  The increase in income
of  $1.1 million is attributed to the net of a $1.2 million decrease in revenue,
a  $3.4 million decrease in operating expenses, a $0.1 million increase in other
non-operating  income,  a  $0.4  million increase in interest expense and a $0.8
million  decrease  in  income  tax  benefits.

REVENUES.  Total  revenues  decreased  $1.2 million or 5.1% between the periods.
--------
The  decrease  was  due to a 16.0% decrease in gas marketing and pipeline sales,
which  was  offset  by  a  48.6%  increase  in  oil  and  gas  sales.

     Revenues  from gas marketing and pipeline sales decreased $3.0 million from
$18.9 million during the period ended March 31, 1999 to $15.9 million during the
period  ended March 31, 2000.  The decrease in revenue is primarily attributable
to  a 29% decline in marketed gas volumes from 7.9 Mmbtu to 5.6 Mmbtu, partially
offset by a 19% increase in the average sales price per Mmbtu from $2.31 for the
quarter ended March 31, 1999 to $2.74 for the quarter ended March 31, 2000.  The
decline  in  volumes  for  the  quarter  ended  March  31,  2000  was  primarily
attributable  to  the  reduction  of  trading  activity volumes as a result of a
change  in the marketing focus.  At the end of the last fiscal year, the Company
determined  that  it would no longer enter into contracts to purchase and resell
independent  producers  gas,  as this business was becoming more competitive and
less  economical  to  maintain.

     Revenues  from  oil  and gas sales increased $1.9 million from $4.0 million
for  the  period ended March 31, 1999 to $5.9 million for the period ended March
31,  2000.  The increase in revenue is primarily attributable to a 109% increase
in  the  average per barrel oil price from $11.31 to $23.63 and a 27.5% increase
in  the average per Mcf gas price from $2.02 to $2.58 between March 31, 1999 and
2000.  The  decline  rate  for mature Appalachian Basin production from Devonian
formations  is  approximately  7% per year.  The Company's production volume for
the  three  months  ended  March  31,  2000  was 2.1 Bcfe, an increase of 10% as
compared  to  1.9  Bcfe  produced  in  the  three  months  ended March 31, 1999.

     COSTS  AND  EXPENSES.  The  Company's  costs  and  expenses  decreased $3.4
     --------------------
million  or 12.2% during this period primarily as the result of a 12.7% decrease
in  gas  marketing  and  pipeline  costs  and a 76.8% decrease in impairment and
exploratory  costs.  Field  and  lease  operating  expenses,  general  and
administrative expenses, taxes other than income and depreciation, depletion and
amortization  costs  remained  relatively  constant  between  the  periods.

     The  $2.3 million decrease in gas marketing and pipeline costs is primarily
the result of a 30% decline in purchased gas volumes from 8.0 Mmbtu to 5.6 Mmbtu
from  March  31,  1999  to March 31, 2000.  Partially offsetting this decline in
volume  was  a  20%  increase  in the average price paid for gas purchased, from
$2.26 per Mmbtu to $2.70 per Mmbtu between periods.  Additionally, approximately
$0.7 million of purchased gas costs were charged against a reserve for losses on
future  gas  purchases  during  the  three  months  ended  March  31,  1999.

Impairment  and  exploratory  expenses decreased $1.8 million primarily due to a
decrease  in  Rocky  Mountain  drilling  activity.

INTEREST  EXPENSE.  Interest  expense increased $0.4 million between the periods
-----------------
due  to  the  net  addition to long-term debt, including the current portion, of
$18.2  million,  when  comparing  March  31,  2000  to  March  31,  1999.

                                       15
<PAGE>

     BENEFIT  FOR  INCOME  TAXES.  The  benefit  for income taxes decreased $0.8
     ---------------------------
million  primarily  because  of  the  decreased  pre-tax  loss.

DISPOSAL  OF  UTILITY  OPERATIONS.  Net  income  from  the  utility  operations
---------------------------------
decreased between the periods $2.8 million or 29.2%.  The decrease was primarily
the result of increased utility gas purchased and interest expense.  The utility
gas  purchased  costs  increased  $7.1  million  primarily  due  to a gas supply
agreement, effective November 1, 1998, in which the demand costs associated with
transmission  services  are  included  in  a  fixed  price  per Dth delivered to
Mountaineer's city gate rather than the previous fixed monthly charge.  This was
partially  offset  by a $3.6 million increase in utility gas sales and transport
related  to  the  acquisition  of 3,600 additional customers from Shenandoah Gas
Company.  Interest  expense  increased  $0.5  million  due  primarily  to  the
additional debt issued November 1, 1999 of $10 million at 7.83% interest and $30
million  at  8.09%  interest.


COMPARISON OF RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED MARCH 31, 2000 AND
--------------------------------------------------------------------------------
1999
----

     The Company recorded a net loss from continuing operations of $14.5 million
for  the nine months ended March 31, 2000 compared to a net loss from continuing
operations of $13.4 million for the same period in 1999.  The decrease in income
of $1.1 million is attributed to the net of a $13.2 million decrease in revenue,
a $15.0 million decrease in operating expenses, a $1.2 million decrease in other
non-operating  income,  a  $1.8  million increase in interest expense and a $0.1
million  increase  in  income  tax  benefits.

REVENUES.  Total  revenues decreased $13.2 million or 14.7% between the periods.
--------
The  decrease  was  due to a 22.8% decrease in gas marketing and pipeline sales,
which  was  offset  by  a  25.7% increase in oil and gas sales.  Other operating
revenue  remained  relatively  constant  between  the  periods.

     Revenues from gas marketing and pipeline sales decreased $16.2 million from
$70.9 million during the period ended March 31, 1999 to $54.7 million during the
period  ended March 31, 2000.  The decrease in revenue is primarily attributable
to  a  35%  decline  in  marketed  gas  volumes  from  30.0 Mmbtu to 19.5 Mmbtu,
partially  offset  by  an 18% increase in the average sales price per Mmbtu from
$2.31  for  the  nine  months  ended March 31, 1999 to $2.73 for the nine months
ended  March  31,  2000.  The  decline in volumes for the period ended March 31,
2000  was  partially  attributable  to  the  expiration  of  contracts.  Also
contributing  to  the  decreased  revenue  is  the reduction of trading activity
volumes  as a result of a change in the marketing focus.  At the end of the last
fiscal year, the Company determined that it would no longer enter into contracts
to  purchase and resell independent producers gas, as this business was becoming
more  competitive  and  less  economical  to  maintain.

     Revenues  from  oil and gas sales increased $3.5 million from $13.7 million
for  the period ended March 31, 1999 to $17.2 million for the period ended March
31,  2000.  The  increase  in  revenue  is  primarily  attributable  to a 102.4%
increase  in  the average per barrel oil price from $10.29 to $20.83 and a 20.7%
increase  in the average per Mcf gas price from $2.16 to $2.61 between March 31,
1999  and  2000.  The  decline rate for mature Appalachian Basin production from
Devonian  formations  is  approximately  7%  per year.  The Company's production
volume for the nine months ended March 31, 2000 was 6.0 Bcfe, as compared to 6.1
Bcfe  produced  in  the  nine  months  ended  March  31,  1999.

     COSTS  AND  EXPENSES.  The  Company's  costs  and  expenses decreased $15.0
     --------------------
million  or 15.6% during this period primarily as the result of a 21.4% decrease
in  gas  marketing  and  pipeline  costs  and  a  32% decrease in impairment and
exploratory  costs.  Field  and  lease  operating  expenses,  general  and
administrative  expenses,  taxes  other than income, and depreciation, depletion
and  amortization  remained  relatively  constant  between  the  periods.

                                       16
<PAGE>

     The $14.6 million decrease in gas marketing and pipeline costs is primarily
the  result  of  a  35% decline in purchased gas volumes from 30.3 Mmbtu to 19.6
Mmbtu  from March 31, 1999 to March 31, 2000.  Partially offsetting this decline
in  volumes was a 17% increase in the average price paid for gas purchased, from
$2.28 per Mmbtu to $2.66 per Mmbtu between periods.  Additionally, approximately
$2.2 million of purchased gas costs were charged against a reserve for losses on
future  gas  purchases  during  the  nine  months  ended  March  31,  1999.

     INTEREST  EXPENSE.  Interest  expense  increased  $1.8  million between the
     -----------------
periods  due  to  the  net  addition  to  long-term  debt, including the current
portion,  of  $18.2  million,  when  comparing March 31, 2000 to March 31, 1999.

     OTHER  (INCOME) EXPENSE.  Other income decreased $1.2 million primarily due
     -----------------------
to the recognition of gains on the sale of property during the fiscal year 1999.

     BENEFIT  FOR  INCOME  TAXES.  The  benefit  for income taxes increased $0.1
     ---------------------------
million  primarily  because  of  the  increased  pre-tax  loss.

DISPOSAL  OF  UTILITY  OPERATIONS.  Net  income  from  the  utility  operations
---------------------------------
decreased  between  the  periods  $1.8  million  or  13.9%.  Revenues  increased
primarily due to increased volumes of gas sold resulting from the acquisition of
the West Virginia assets of Shenandoah Gas Company, which included approximately
3,600  additional  customers.  This increase in revenues was offset by increased
utility  gas  purchased  and  interest expense.  The utility gas purchased costs
increased  $7.8  million  primarily  due  to  increased volumes purchased.  This
increase  was  partially  offset  by  a  $2.1  million refund from Mountaineer's
primary  transmission  service  provider  and  a gas supply agreement, effective
November  1,  1998,  in  which  the  demand  costs  associated with transmission
services  are  included in a fixed price per Dth delivered to Mountaineer's city
gate  rather than the previous fixed monthly charge.  Interest expense increased
$1.2 million primarily due to the additional debt issued November 1, 1999 of $10
million  at  7.83%  interest  and  $30  million  at  8.09%  interest.


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

     The Company's financial condition has remained relatively stable during the
current nine month period, as the ratio of current assets to current liabilities
(excluding  "net  utility assets held for sale" of $68.6 million for the current
period  and  $70.1  million  for  the  period  ended  June  30,  1999) decreased
marginally  from  1.04:1 at June 30, 1999 to 0.99:1 at March 31, 2000.  Cash and
cash  equivalents  decreased from $13.1 million at June 30, 1999 to $4.3 million
at  March  31,  2000.  On  April 24, 2000, the Company received, in the ordinary
course  of  business,  a  $15 million distribution (consisting of a $7.0 million
dividend  and  $8.0  million  tax  payment)  from  its  wholly  owned subsidiary
Mountaineer  (See  Disposal  of  Utility Operations).  The dividend was declared
prior  to  March  31, 2000 and is included on the balance sheet in other current
assets.  Subsequent to this declaration, under their debt covenants, Mountaineer
had  an additional $2.7 million available for the declaration of dividends.  The
Company  used  the  $15  million  distribution to pay down its revolving line of
credit.  Prior  to  May  15,  2000,  the  Company  will borrow an additional $11
million  on  the  revolving  line  of credit and those proceeds, will be used in
part, to pay the semi-annual interest of $9.5 million on the Senior Subordinated
Notes.

                                       17
<PAGE>

     The  Company's  net  cash  used  by  operating  activities  from continuing
operations decreased to $(7.6) million for the nine month period ended March 31,
2000  ("current  period")  from  $(15.1) million for the nine month period ended
March  31,  1999 ("prior period").  The primary net uses of cash from continuing
operations  for  the  current period versus the prior period were the net losses
from  continuing  operations of $14.5 million and $13.4 million plus adjustments
for  non-cash  charges  inclusive of depreciation, depletion and amortization of
$9.4  million  and  $9.0 million, exploration and impairment of $2.3 million and
$4.7  million, offset by non-cash gain on the sale of certain non-core assets of
$0.1  million  and  $1.1  and other non-cash reductions of $3.9 million and $1.1
million  respectively.  Net  cash  used  by operating activities from continuing
activities was also impacted by decreases in accounts receivable of $0.3 million
and  $0.9  million,  decreases in gas in storage and prepaid of $0.6 million and
$4.3  million, respectively.  These sources were primarily offset by an increase
in  accounts payable during the current period of $1.3 million and a decrease in
accounts  payable  during the prior period of $6.6 million and decreases of $3.0
million  and  $11.9  million  in  funds  held and other accrued expenses for the
periods,  respectively.

     The  Company  incurred  a  net cash outflow of $15.5 million from investing
activities from continuing activities for the current nine-month period versus a
cash  outflow  of  $16.5  million in the prior period.  The reduction in capital
expenditure activities of $15.8 million compared to $19.7 million, respectively,
were  related  primarily to reduced oil and gas drilling activities.  The use of
cash for investing activities was offset by cash received from sales of non-core
assets  by  $0.3  million  in  the  current period and $3.1 million in the prior
period.

     The  Company's  financing  activities  from  continuing  activities  in the
current  period resulted in the Company's debt balance and borrowing base, under
the  revolving  credit facility, being reduced by the mandatory payments of $4.5
million  in  accordance with the Company's amended revolving debt agreement.  In
addition,  the  amended  revolving  credit  agreement requires further mandatory
borrowing  base  reductions  and payments of $0.8 million prior to June 30, 2000
and  an  additional  payment  of  $0.8  million  prior  to  September  30, 2000.
Moreover,  activity  in  the  normal  course of business resulted in the Company
repaying  an  additional  $9.0  million  and  borrowing  $7.3 million within the
facility's  borrowing  limitations.  During  the current period, short-term debt
increased  $2.0 million for the acquisition of an 85% interest in 68.5 net wells
with  reserves  of 5.1 Bcf for a cost of $3.0 million.  This note becomes due on
November 30, 2000.  In addition, during the current period the Company purchased
$0.2  million  of  treasury  stock  in discretionary transactions.  The net cash
inflow  of  $5.1  million  for  the  current  period resulted primarily from the
receipt  of  $10  million  in  the  form  of  a cash prepayment under a gas sale
agreement  (See Note 4).  Under this agreement, the Company will be obligated to
begin  delivery  of  certain  volumes of gas on July 1, 2001 or repay the monies
advanced.  The  primary  sources  of cash from financing activities in the prior
period  were long-term borrowings of $2.5 million offset by principal repayments
on  long-term debt of $2.9 million, treasury stock purchases of $0.7 million and
dividend  payments  of  $1.0  million.

     At  March  31, 2000, the Company's principal sources of liquidity consisted
of  $4.3  million  of  cash,  with  no amounts available under short-term credit
facilities  currently  in place.  The Company has a $20.5 million revolving line
of  credit agreement that will be subject to a borrowing base redetermination by
the lenders on June 30, 2000 and which expires in March 2003.  Under this credit
facility,  $18.8 million (including short-term portion) was outstanding at March
31, 2000, which provided an availability of $1.7 million at March 31, 2000.  The
$20.5  million  credit availability will be reduced to $19.7 million at June 30,
2000  and  further  reduced to $19.0 million at September 30, 2000.  The Company
may  borrow  up to such reduced limits at any time during the periods indicated.
The  Company  is  highly  leveraged with a debt to equity ratio of 19.74 to 1 at
March  31,  2000.  On  October 12, 1999, Moody's Investor Service downgraded the
credit  rating  of  the Company's Senior Subordinated Notes to Caa1 and Standard
and Poor's lowered its credit rating on these notes to single 'B' minus.  In the
event that the sale of Mountaineer and Subsidiaries receives regulatory approval
and the transaction is consummated as discussed herein, the debt to equity ratio
of  the  Company  will  improve  to  an  estimated  2  to  1.

                                       18
<PAGE>

     Pursuant  to  the  terms  of the Company's $200 million Senior Subordinated
Notes  (the  "Notes"),  the Company has the option within 360 days of receipt of
the  net  proceeds  from  the  sale  of  the  stock of Mountaineer to apply such
proceeds  (a)  to  reduce  debt senior to or pari passu with the Notes, provided
that  in  connection with the reduction of pari passu debt a pro rata portion of
the Notes is redeemed; (b) to acquire a controlling interest in another business
engaged  in  either  natural gas distribution or the exploration, development or
operation  of  oil,  gas or other hydrocarbon properties (an "Energy Business");
(c)  to  make capital expenditures in respect to the Company's or its restricted
subsidiaries' Energy Business; (d) to purchase long term assets that are used or
useful  in  the Energy Business; or (e) to repurchase the Notes.  If the Company
does  not  apply  all  of  the  net proceeds in accordance with one of the above
options  within 360 days of receipt of such proceeds, then with respect to those
net  proceeds  which  were  not applied to one of the above options, the Company
must  make  an offer to the holders of the Notes, (and holders of the pari passu
debt,  to the extent required by the terms of the pari passu debt) to repurchase
the  maximum  principal  amount of the Notes and any pari passu debt at an offer
price  in  cash  equal to 100% of the principal amount thereof, plus accrued and
unpaid  interest  thereon  to  the  date  of  the  purchase.

     It  is  the intention of the Company to seek to reinvest such proceeds into
Energy Business assets.  A component of the Company's reinvestment strategy will
be  to  expand its exploration and development activities, both domestically and
internationally.  In  addition  to  the  Company's  exploration  and development
drilling  activities associated with this reinvestment program, the Company will
seek  to  satisfy  the  reinvestment  requirement by engaging in acquisitions of
utility  assets or oil and natural gas reserves and properties.  There can be no
assurance  that  the  Company will be able to acquire exploration or development
drilling opportunities or to identify acquisition candidates in the required 360
day  time  period.  Further,  there  can  be  no  assurance  that  the  drilling
activities  associated  with  the  reinvestment  program will achieve commercial
success or that any future acquisitions made by the Company will achieve desired
profitability  objectives.  In addition to cash and available credit facilities,
the  Company  may from time to time seek to raise additional capital in the debt
and  capital  markets.  The  availability  and attractiveness of such sources of
financing will depend upon a number of factors, some of which will relate to the
financial  condition  and  performance of the Company, and some of which will be
beyond  the  Company's  control,  such as prevailing interest rates, oil and gas
prices,  weather  patterns,  credit  agency  rating  reports  and  other  market
conditions.  The  Company's  liquidity  is  directly  affected  by such factors.
Other  than  the  reinvestment  program  described  above  and  certain drilling
obligations  ($1.5  million  at March 31, 2000) incurred in the normal course of
business,  the  timing  of  the  Company's  capital  expenditures  is  mostly
discretionary  with  no material capital expenditure commitments.  Consequently,
the  Company has a significant degree of flexibility to adjust its level of such
expenditures as circumstances warrant.  Although the Company's cash requirements
will  fluctuate  based  on timing and the extent of the interplay of the factors
discussed above, management believes that cash generated from continuing oil and
gas  operations,  the  use  of  net  proceeds  from  the sale of Mountaineer (as
permitted  under  provisions  of the related debt agreements), together with the
liquidity  provided  by  existing  cash balances and borrowing capability and by
investments  in  new  "Energy  Business"  assets,  if any, will be sufficient to
satisfy  commitments for capital expenditures, debt service obligations, working
capital  needs  and  other  cash  requirements  for  the  next  year.

                                       19
<PAGE>

The  Company  believes  that  its  existing  capital  resources,  its mitigating
management  efforts, and its expected fiscal year 2000 results of operations and
cash  flows  from  operating  activities  will  be sufficient for the Company to
remain  in  compliance with the requirements of its Senior Subordinated Debt and
its  Revolving  Credit  Facility.  However,  since future results of operations,
cash  flow  from  operating  activities, debt service capability, and levels and
availability  of  capital  resources  and  continuing liquidity are dependent on
future  weather  patterns,  maintaining  current levels of oil and gas commodity
sales  prices  and  production volume levels, future exploration and development
drilling  success  and  successful acquisition transactions, no assurance can be
given  that  the Company will not continue to report substantial net losses from
continuing  operations or that debt service or debt covenant violations will not
occur.  In  such  instances,  the Company may elect to increase debt levels (see
discussion  above),  restructure debt agreements (including debt agreements with
additional  lenders), sell core and non-core assets, defer discretionary capital
expenditures, curtail certain domestic and international oil and gas programs or
take  other  actions  necessary  to  mitigate  liquidity  short-falls  and  debt
agreement violations or acquire new or additional capital resources, although no
assurances  can  be  given  that  such  actions  will  be  successful.

                                       20
<PAGE>

PART  II.  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

The Company is not a party to any legal actions that would materially affect the
Company's  operations  or  financial  statements.


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)     27     Financial  Data  Schedule

(b)     Reports  on  Form  8-K.  The Company filed a report on Form 8-K, Item 5,
dated January 10, 2000, reporting the arrangement to enter into a stock purchase
agreement  to sell its utility operations, Mountaineer Gas Company, to Allegheny
Energy,  Inc.

                                       21
<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,  2000.



                                                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
                                                       and  Treasurer

                                       22
<PAGE>

                                  EXHIBIT INDEX


Exhibit
Number          Description
------          -----------

27              Financial  Data  Schedule

                                       23
<PAGE>