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 DECEMBER 31, 2003.

                                       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 February 12, 2004 was 615,893 shares.


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

                                    TABLE OF CONTENTS


                                                                                    PAGES
<S>      <C>                                                                        <C>
PART I.  FINANCIAL INFORMATION

         Item 1. Financial Statements

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

         Unaudited Consolidated Statements of Operations
           For the three and six months ended December 31, 2003 and 2002 . . . . . . .  5

         Unaudited Consolidated Statements of Cash Flows
           For the six months ended December 31, 2003 and 2002 . . . . . . . . . . . .  6

         Unaudited Consolidated Statements of Comprehensive Income
           For the three and six months ended December 31, 2003 and 2002 . . . . . . .  7

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

         Item 2. Management's Discussion and Analysis of Results of Operations and
           Financial Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

         Item 3. Quantitative and Qualitative Disclosures About Market Risk  . . . . . 21

         Item 4. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . 23


PART II  OTHER INFORMATION

         Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . 23

         Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . . . . . . . 24

         Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . . . . . . 24

         Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . 24

         Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . 24

         Item 6. Exhibits and Reports on Form 8-K  . . . . . . . . . . . . . . . . . . 24

         Signatures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
</TABLE>


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

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


                                                          DECEMBER 31,    JUNE 30,
                                                              2003          2003
                                                         --------------  ----------
<S>                                                      <C>             <C>
ASSETS

CURRENT ASSETS
  Cash and cash equivalents                              $       3,732   $   4,831
 Accounts receivable:
  Oil and gas sales                                              7,396      10,380
  Gas aggregation and pipeline                                   8,592       9,458
  Other                                                          4,469       4,616
                                                         --------------  ----------
    Accounts receivable                                         20,457      24,454
 Less allowance for doubtful accounts                           (1,280)     (1,616)
                                                         --------------  ----------
    Accounts receivable net of allowance                        19,177      22,838

  Deferred income tax asset                                      1,026         828
  Notes receivable, related party                                1,609       1,609
  Prepaid and other current assets                               2,448       1,410
                                                         --------------  ----------
    Total current assets                                        27,992      31,516

 Property, plant and equipment, net of accumulated
  depreciation and depletion of $136,943 and $128,765          250,821     253,270

OTHER ASSETS
 Deferred financing costs, net of accumulated
  amortization of $5,245 and $4,728                              2,561       3,098
 Notes receivable, related party                                   129         146
 Other                                                           6,071       7,804
                                                         --------------  ----------
    Total other assets                                           8,761      11,048
                                                         --------------  ----------

TOTAL                                                    $     287,574   $ 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)
---------------------------------------------------------------------------------------


                                                              DECEMBER 31,    JUNE 30,
                                                                  2003          2003
                                                             --------------  ----------
<S>                                                          <C>             <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable and accrued expenses                      $       8,039   $  13,734
  Current portion of long-term debt                                 21,139         133
  Funds held for future distribution                                13,606      17,217
  Income taxes payable                                                 173       1,484
  Accrued taxes other than income                                    9,071       9,643
  Derivatives                                                          930         810
  Other current liabilities                                          1,469       1,421
                                                             --------------  ----------
    Total current liabilities                                       54,427      44,442

LONG-TERM OBLIGATIONS
  Long-term debt                                                   153,052     173,197
  Gas delivery obligation and deferred revenue                       2,710       2,917
  Deferred income tax liability                                     21,860      20,376
  Derivatives                                                        1,674       1,319
  Other                                                              7,891       8,311
                                                             --------------  ----------
    Total liabilities                                              241,614     250,562

COMMITMENTS AND CONTINGENCIES
Minority Interest                                                    1,583       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                                                 44,758      45,150
  Treasury stock and notes receivable arising from the
   issuance of common stock                                        (12,316)    (11,824)
  Unearned compensation on restricted stock                         (2,121)          -
  Accumulated other comprehensive loss                                (233)       (973)
                                                             --------------  ----------
    Total stockholders' equity                                      44,377      43,678
                                                             --------------  ----------

TOTAL                                                        $     287,574   $ 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        SIX MONTHS ENDED
                                                                  DECEMBER 31              DECEMBER 31
                                                           ------------------------  ----------------------
                                                              2003         2002        2003        2002
                                                           -----------  -----------  ---------  -----------
<S>                                                        <C>          <C>          <C>        <C>
REVENUES
  Oil and gas sales                                        $   14,379   $   10,841   $ 28,520   $   20,005
  Gas aggregation and pipeline sales                           14,567       14,203     30,076       26,124
  Well operations and service revenues                          1,277        1,339      2,669        2,806
  Other                                                            48            -         48           36
                                                           -----------  -----------  ---------  -----------
    Total revenues                                             30,271       26,383     61,313       48,971
                                                           -----------  -----------  ---------  -----------
COST AND EXPENSES
  Field operating expenses                                      2,993        2,477      5,710        4,962
  Gas aggregation and pipeline cost                            13,750       12,967     27,996       23,723
  General and administrative                                    3,757        3,773      7,489        7,332
  Taxes, other than income                                        895          633      1,834        1,264
  Depletion and depreciation, oil and gas related               3,439        3,038      6,917        6,090
  Depreciation of pipelines and equipment                       1,023        1,091      2,049        2,128
  Exploration and impairment                                    1,624        4,275      2,621        4,848
                                                           -----------  -----------  ---------  -----------
    Total costs and expenses                                   27,481       28,254     54,616       50,347
                                                           -----------  -----------  ---------  -----------
  Income (loss) from operations                                 2,790       (1,871)     6,697       (1,376)
OTHER (INCOME) EXPENSE
  Interest expense                                              3,781        4,110      7,588        8,810
  (Gain) loss on sale of assets                                  (103)          15       (108)         244
  Interest income and other                                      (270)     (18,778)    (1,075)     (20,764)
                                                           -----------  -----------  ---------  -----------
Income (loss) before income taxes and minority interest          (618)      12,782        292       10,334
Income tax expense (benefit)                                     (229)       4,512        158        3,688
                                                           -----------  -----------  ---------  -----------
Income (loss) before minority interest                           (389)       8,270        134        6,646
Minority interest                                                  41           50        105          112
                                                           -----------  -----------  ---------  -----------
NET INCOME (LOSS)                                          $     (348)  $    8,320   $    239   $    6,758
                                                           ===========  ===========  =========  ===========

Basic and diluted earnings (loss) per common share:

  Basic                                                    $    (0.53)  $    12.77   $   0.37   $    10.34
                                                           ===========  ===========  =========  ===========
  Diluted (see Note 4)                                     $    (0.53)  $    12.49   $   0.36   $    10.12
                                                           ===========  ===========  =========  ===========
<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)
-------------------------------------------------------------------------------


                                                            SIX MONTHS ENDED
                                                              DECEMBER 31
                                                         ----------------------
                                                           2003        2002
                                                         ---------  -----------
<S>                                                      <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                             $    239   $    6,758
  Adjustments to reconcile net income to
   net cash provided (used) by operating activities:
  Depletion, depreciation and amortization                  8,967        8,217
  (Gain) loss on sale of assets                              (108)         244
  Gain on purchase of senior bonds                           (546)     (22,693)
  Exploration and impairment                                2,578        4,714
  Other, net                                                  548        2,091

  Changes in assets and liabilities:
  Accounts receivable                                       3,810       (1,197)
  Income taxes                                                172        5,482
  Prepaid and other assets                                   (949)      (1,800)
  Accounts payable                                         (6,275)      (4,093)
  Funds held for future distribution                       (3,610)       1,462
  Other                                                       647        2,581
                                                         ---------  -----------
  Net cash provided by operating activities                 5,473        1,766

CASH FLOWS FROM INVESTING ACTIVITIES
  Expenditures for property, plant and equipment           (7,745)     (11,677)
  Proceeds from sale of assets                                620        3,084
  Notes receivable and other                                   (6)        (284)
                                                         ---------  -----------
  Net cash used by investing activities                    (7,131)      (8,877)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from long-term debt                             21,026       42,923
  Principal payments on long-term debt                    (19,598)     (44,308)
  Purchase of treasury stock                                 (531)        (825)
  Proceeds from issuance of stock                             257            -
  Dividends paid                                             (595)        (525)
                                                         ---------  -----------
  Net cash provided (used) by financing activities            559       (2,735)
                                                         ---------  -----------
  Net decrease in cash and cash equivalents                (1,099)      (9,846)
  Cash and cash equivalents, beginning of period            4,831       17,775
                                                         ---------  -----------
  Cash and cash equivalents, end of period               $  3,732   $    7,929
                                                         =========  ===========
<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        SIX MONTHS ENDED
                                                        DECEMBER 31              DECEMBER 31
                                                  ------------------------  ----------------------
                                                     2003         2002        2003        2002
                                                  ----------  ------------  ---------  -----------
<S>                                               <C>         <C>           <C>        <C>
Net income (loss)                                 $    (348)  $     8,320   $    239   $    6,758
Other comprehensive income (loss), net of tax:
  Foreign currency translation adjustment:
   Current period change                                750           500        893          177
  Marketable securities:
   Current period change                                  -             1          -           (5)
   Reclassification to earnings                           -            (9)         -          (25)
  Oil and gas derivatives:
   Current period change in fair value               (1,054)         (386)      (324)        (813)
   Reclassification to earnings                         144            95        171          169
                                                  ----------  ------------  ---------  -----------
Other comprehensive income (loss), net of tax          (160)          201        740         (497)
                                                  ----------  ------------  ---------  -----------
Comprehensive income (loss)                       $    (508)  $     8,521   $    979   $    6,261
                                                  ==========  ============  =========  ===========
<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
                               DECEMBER 31, 2003


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  December  31,  2003  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 $2.04 million of its 9 1/2% Senior Subordinated Notes
     ("Notes")  during  the  six  months  ended  December  31, 2003 in privately
     negotiated  transactions.


                                      -8-
<PAGE>
4.   Earnings  per  Share

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

<TABLE>
<CAPTION>
                                            NET INCOME (LOSS)
                                              (IN THOUSANDS)    SHARES    PER SHARE
                                            ------------------  -------  -----------
<S>                                         <C>                 <C>      <C>
     Three months ended December 31, 2003
           Basic                            $            (348)  651,102  $    (0.53)
           Diluted (a)                      $            (348)  651,102  $    (0.53)
     Six months ended December 31, 2003
           Basic                            $             239   648,475  $     0.37
           Diluted                          $             239   662,741  $     0.36
     Three months ended December 31, 2002
           Basic                            $           8,320   651,787  $    12.77
           Diluted                          $           8,320   666,053  $    12.49
     Six months ended December 31, 2002
           Basic                            $           6,758   653,718  $    10.34
           Diluted                          $           6,758   667,984  $    10.12
</TABLE>

     (a)  The  effect of outstanding stock options, on a total of 14,266 shares,
          was  not included in the computation of diluted earnings per share for
          the  three  months ended December 31, 2003 because to do so would have
          been  antidilutive.


                                      -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>
                                                          Six Months Ended
                                                     December 31,   December 31,
                                                         2003           2002
                                                     -------------  -------------
<S>                                                  <C>            <C>
     Net income                                      $         239  $       6,758

     Add:
       Interest expense                                      7,588          8,810
       Depletion, depreciation, amortization-o&g             6,917          6,090
       Depletion, depreciation, amortization-other           2,049          2,128
       Impairment & exploratory costs                        2,621          4,848
       Income tax expense                                      158          3,688

                                                     -------------  -------------
     EBITDAX                                         $      19,572  $      32,322
                                                     =============  =============
</TABLE>


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

<TABLE>
<CAPTION>
                                                   Exploration &    Gas Aggregation
                                                    Production        & Pipeline       Other     Consolidated
                                                  ---------------  -----------------  --------  --------------
<S>                                               <C>              <C>                <C>       <C>
     For the six months ended December 31, 2003
     ------------------------------------------
       Revenue from unaffiliated customers        $       31,188   $         30,076   $    49   $      61,313
       Depreciation, depletion, amortization               7,577                319     1,070           8,966
       Exploration and impairment costs                    2,605                 16         -           2,621
       Income (loss) from operations                       6,673                789      (765)          6,697
       Interest expense, net                              11,325             (3,597)     (276)          7,452
       EBITDAX                                            19,395              1,055      (878)         19,572
       Total assets                                      179,105             89,842    18,627         287,574
       Capital expenditures                                7,598                 10       137           7,745

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

     For the six months ended December 31, 2002
     ------------------------------------------
       Revenue from unaffiliated customers        $       22,811   $         26,124   $    36   $      48,971
       Depreciation, depletion, amortization               6,692                406     1,120           8,218
       Exploration and impairment costs                    4,848                  -         -           4,848
       Income (loss) from operations                      (1,373)               950      (953)         (1,376)
       Interest expense, net                              10,670             (3,033)      836           8,473
       EBITDAX                                            11,107              1,284    19,931          32,322
       Total assets                                      182,720             79,547    26,209         288,476
       Capital expenditures                               11,095                174       408          11,677
     ---------------------------------------------------------------------------------------------------------
</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  $4.1  million  as  of  December  31,  2003  and  2002.

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  December 31, 2003, the Company had
     recorded  a  $1.5 million other comprehensive loss, $1.0 million short-term
     deferred  tax  asset,  $0.1  short-term  derivative  asset,  $0.9  million
     short-term  derivative  liability,  $1.7  million  long-term  derivative
     liability,  and $0.04 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  $0.1  million. The Company has partially
     hedged  its  exposure  to the variability in future cash flows through June
     2005.


                                      -11-
<PAGE>
7.   Contingencies

     The Company has been in litigation with certain holders of its $200 million
     9  1/2%  Senior Subordinate Notes due 2007 (the "Noteholders"). The dispute
     involved the calculation of Net Proceeds of an Asset Sale as defined in the
     Indenture.  See  Note  8  below.

     The Company and Prudential Securities Incorporated ("Prudential") have been
     in  a long-standing dispute related to certain fees. The Company has denied
     Prudential's  allegations,  and  is  of  the opinion that the matter is not
     material  regardless  of  the  outcome.

     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.

8.   Subsequent  Events

     The  Company  has  been  negotiating  with  the  Noteholders to resolve the
     dispute  described  in Note 7. The Company and the Noteholders have reached
     an agreement in principle as to the material economic terms of a settlement
     of  the  dispute,  although  the  terms  have  yet  to  be  memorialized in
     definitive  documentation.  In  settlement  of  the dispute the Company has
     agreed  to  repurchase  $38 million in Notes at par. The repurchase will be
     effected  by  the Company making three Asset Sale Offers (as defined in the
     Indenture)  totaling  $38  million.  The Company will make an initial Asset
     Sale  Offer  of  $4  million  shortly  after  the  definitive  settlement
     documentation  is finalized. The Company will consummate another Asset Sale
     Offer  of  $17 million one hundred eighty (180) days thereafter and a third
     Asset  Sale  Offer  three  hundred  sixty  (360)  days after finalizing the
     definitive settlement documentation. Upon consummation of the initial Asset
     Sale  Offer  of  $4  million,  the Noteholders shall withdraw and waive the
     Notice  of  Default  issued  to  the  Company  on  December  27,  2001. The
     Noteholders and the Company shall also submit to the District Court for the
     Southern  District  of  West  Virginia an agreed Dismissal Order dismissing
     with  prejudice the  litigation.  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.  The  agreement in principle was disclosed to the United States
     District Court for the Southern District of West Virginia in a hearing held
     on Friday, February 13, 2004. In recognition of the agreement in principle,
     the  Company  has classified $21 million if Notes as current liabilities as
     of  December 31, 2003, representing the Note repurchases that must occur in
     calendar  year  2004.

     On  January 23, 2004, prior to reaching the agreement in principle with the
     Noteholders,  the  Company  received  a  Notice of Default from Wells Fargo
     Foothill,  Inc. ("Foothill"). Wells Fargo Foothill, Inc. was formerly known
     as Foothill Capital Corporation. 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.

     Company management believed that cash generated from continuing 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  for  the  Company  to  remain  in compliance with the
     requirements of its Notes. However, since the 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.

     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.


                                      -12-
<PAGE>
ITEM 2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  RESULTS  OF  OPERATIONS
------------------------------------------------------------------------------
                             AND FINANCIAL CONDITION
                             -----------------------

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

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

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

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


COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2003
--------------------------------------------------------------------------------
AND  2002
---------

     The  Company  recorded  a  net  loss  of $0.4 million for the quarter ended
December  31,  2003 compared to net income of $8.3 million for the quarter ended
December  31,  2002.  The  decrease  in  net income of $8.7 million is primarily
attributable  to  the  net  of a $3.9 million increase in revenues, $0.8 million
decrease in costs and expenses, $0.3 million decrease in interest expense, $18.5
million  decrease in interest income and other, $0.1 million increase in gain on
sale  of  assets,  and  a  $4.7  million  decrease  in  income  tax  expense.


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

<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED
                                                            DECEMBER 31           VARIANCE
                                                      ----------------------  -----------------
                                                         2003        2002     AMOUNT   PERCENT
                                                      ----------  ----------  -------  --------
<S>                                                   <C>         <C>         <C>      <C>
Natural Gas
    Production (Mmcf)                                     2,781       2,455      326      13.3%
    Average sales price received ($/Mcf)                   4.77        4.21     0.56      13.3%
                                                      ----------  ----------  -------  --------
    Sales ($in thousands)                                13,266      10,327    2,939      28.5%
Oil
    Production (Mbbl)                                        30          23        7      30.4%
    Average sales price received ($/Bbl)                  27.80       23.83     3.97      16.7%
                                                      ----------  ----------  -------  --------
    Sales ($in thousands)                                   834         548      286      52.2%
Hedging                                                     308        (132)     440     333.3%
Other                                                       (29)         98     (127)   -129.6%
                                                      ----------  ----------  -------  --------
Total oil and gas sales ($in thousands)                  14,379      10,841    3,538      32.6%
                                                      ==========  ==========  =======  ========
Aggregation Revenue
    Volume (Million Mmbtu)                                2,147       2,482     (335)    -13.5%
    Average sales price received ($/Mmbtu)                 5.17        4.45     0.72      16.2%
                                                      ----------  ----------  -------  --------
    Sales ($in thousands)                                11,090      11,044       46       0.4%
Pipeline Revenue
    Volume (Million Mmbtu)                                1,404       1,459      (55)     -3.8%
    Average sales price received ($/Mmbtu)                 2.48        2.17     0.31      14.3%
                                                      ----------  ----------  -------  --------
    Sales ($in thousands)                                 3,477       3,159      318      10.1%
                                                      ----------  ----------  -------  --------
Total aggregation and pipeline sales ($in thousands)     14,567      14,203      364       2.6%
                                                      ==========  ==========  =======  ========
Aggregation Gas Cost
    Volume (Million Mmbtu)                                2,147       2,482     (335)    -13.5%
    Average price paid ($/Mmbtu)                           5.10        4.20     0.90      21.4%
                                                      ----------  ----------  -------  --------
    Cost ($in thousands)                                 10,956      10,429      527       5.1%
Pipeline Gas Cost
    Volume (Million Mmbtu)                                1,166       1,182      (16)     -1.4%
    Average price paid ($/Mmbtu)                           2.40        2.15     0.25      11.6%
                                                      ----------  ----------  -------  --------
    Cost ($in thousands)                                  2,794       2,538      256      10.1%
                                                      ----------  ----------  -------  --------
Total aggregation and pipeline cost ($in thousands)      13,750      12,967      783       6.0%
                                                      ==========  ==========  =======  ========
</TABLE>


     REVENUES.  Total  revenues  increased  $3.9  million  or  14.7% between the
     --------
periods.  The  increase  was due to a $3.5 million increase in oil and gas sales
and  a  $0.4  million  increase  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 $3.5 million from $10.8
million for the quarter ended December 31, 2002 to $14.3 million for the quarter
ended December 31, 2003.  Natural gas sales increased $2.9 million and oil sales
increased  $0.3  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.  Sales  were  increased  by  recognized  gains on related hedging
transactions  and  other  revenue,  which totaled a gain of $0.3 million for the
quarter  ended  December  31,  2003  compared to a loss of $0.03 million for the
quarter  ended  December  31,  2002.

     Revenues  from  gas  aggregation  and pipeline sales increased $0.4 million
from $14.2 million during the period ended December 31, 2002 to $14.6 million in
the  period  ended  December  31, 2003.  Gas aggregation revenue increased $0.05
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.
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 $0.8
     --------------------
million between the periods primarily as a net result of a $0.8 million increase
in  gas  aggregation  and pipeline costs, $0.3 million increase in depreciation,
depletion,  and  amortization  costs,  $2.7  million decrease in exploration and
impairment  costs,  $0.3 million increase in taxes other than income, and a $0.5
million  increase  in  field  and  lease  operating  expense.

     Gas aggregation and pipeline costs increased $0.8 million.  Gas aggregation
costs  increased  $0.5  million  and pipeline costs increased $0.3 million.  The
increase  in costs 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 $0.3 million
primarily due to an increase in production for this period compared to the prior
period.

     Exploration  and impairment costs decreased $2.7 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 $0.3 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.

     Field  and  lease  operating expenses increased $0.5 million primarily as a
result  of  increased expenses for compressor and road repairs, costs related to
properties  acquired  in  the  East,  and an increase in the number of producing
wells  in  the  Gulf  Coast  region.

     INTEREST  EXPENSE.  Interest  expense decreased $0.3 million when comparing
     ------------------
the  periods  primarily  due  to  the purchase of $4.7 million face value of the
Company's  senior  notes  since  December 31, 2002 and a decrease in the average
interest  rate  paid  on  outstanding  debt.


                                      -15-
<PAGE>
     INTEREST  INCOME  AND  OTHER.  Interest  income  and other income decreased
     ----------------------------
$18.5  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.

COMPARISON  OF  RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED DECEMBER 31, 2003
--------------------------------------------------------------------------------
AND  2002
---------

     The  Company  recorded  net income of $0.2 million for the six months ended
December  31,  2003  compared  to  net income of $6.7 million for the six months
ended  December  31,  2002.  The  decrease  in  net  income  of  $6.5 million is
primarily  attributable to the net of a $12.3 million increase in revenues, $4.3
million  increase  in  costs  and  expenses,  $1.2  million decrease in interest
expense,  $19.7  million  decrease  in  interest  income and other, $0.4 million
increase  in  gain  on sale of assets, and a $3.5 million decrease in income tax
expense.


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

<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED
                                                            DECEMBER 31           VARIANCE
                                                      ----------------------  -----------------
                                                         2003        2002     AMOUNT   PERCENT
                                                      ----------  ----------  -------  --------
<S>                                                   <C>         <C>         <C>      <C>
Natural Gas
    Production (Mmcf)                                     5,549       4,986      563      11.3%
    Average sales price received ($/Mcf)                   4.89        3.76     1.13      30.1%
                                                      ----------  ----------  -------  --------
    Sales ($in thousands)                                27,139      18,763    8,376      44.6%
Oil
    Production (Mbbl)                                        63          53       10      18.9%
    Average sales price received ($/Bbl)                  27.79       23.43     4.36      18.6%
                                                      ----------  ----------  -------  --------
    Sales ($in thousands)                                 1,751       1,242      509      41.0%
Hedging                                                    (437)       (194)    (243)   -125.3%
Other                                                        67         194     (127)    -65.5%
                                                      ----------  ----------  -------  --------
Total oil and gas sales ($in thousands)                  28,520      20,005    8,515      42.6%
                                                      ==========  ==========  =======  ========
Aggregation Revenue
    Volume (Million Mmbtu)                                4,494       4,914     (420)     -8.5%
    Average sales price received ($/Mmbtu)                 5.07        4.08     0.99      24.3%
                                                      ----------  ----------  -------  --------
    Sales ($in thousands)                                22,769      20,045    2,724      13.6%
Pipeline Revenue
    Volume (Million Mmbtu)                                2,815       2,938     (123)     -4.2%
    Average sales price received ($/Mmbtu)                 2.60        2.07     0.53      25.6%
                                                      ----------  ----------  -------  --------
    Sales ($in thousands)                                 7,307       6,079    1,228      20.2%
                                                      ----------  ----------  -------  --------
Total aggregation and pipeline sales ($in thousands)     30,076      26,124    3,952      15.1%
                                                      ==========  ==========  =======  ========
Aggregation Gas Cost
    Volume (Million Mmbtu)                                4,494       4,914     (420)     -8.5%
    Average price paid ($/Mmbtu)                           4.93        3.84     1.09      28.4%
                                                      ----------  ----------  -------  --------
    Cost ($in thousands)                                 22,174      18,846    3,328      17.7%
Pipeline Gas Cost
    Volume (Million Mmbtu)                                2,281       2,366      (85)     -3.6%
    Average price paid ($/Mmbtu)                           2.55        2.06     0.49      23.8%
                                                      ----------  ----------  -------  --------
    Cost ($in thousands)                                  5,822       4,877      945      19.4%
                                                      ----------  ----------  -------  --------
Total aggregation and pipeline cost ($in thousands)      27,996      23,723    4,273      18.0%
                                                      ==========  ==========  =======  ========
</TABLE>


                                      -17-
<PAGE>
     REVENUES.  Total  revenues  increased  $12.3  million  or 25.2% between the
     --------
periods.  The  increase was due primarily to an $8.5 million increase in oil and
gas  sales  and  a  $4.0 million increase in gas aggregation and pipeline sales,
offset  by  a  $0.2  decline  in  well  operations  and  service  revenues.

     Revenues  from oil and gas sales increased a net of $8.5 million from $20.0
million  for the six months ended December 31, 2002 to $28.5 million for the six
months  ended  December  31, 2003.  Natural gas sales increased $8.4 million and
oil sales increased $0.5 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.  Sales  were  decreased  by  recognized losses on related hedging
transactions and other revenue, which totaled a loss of $0.4 million for the six
months  ended December 31, 2003 compared to no material gain or loss for the six
months  ended  December  31,  2002.

     Revenues  from  gas  aggregation  and pipeline sales increased $4.0 million
from  $26.1  million for the six months ended December 31, 2002 to $30.1 million
for  the  six months ended December 31, 2003.  Gas aggregation revenue increased
$2.7  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 $1.2 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.  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 $4.3
     --------------------
million between the periods primarily as a net result of a $4.3 million increase
in  gas  aggregation  and pipeline costs, $0.7 million increase in depreciation,
depletion,  and  amortization  costs,  $2.2  million decrease in exploration and
impairment  costs,  $0.6 million increase in taxes other than income, and a $0.7
million  increase  in  field  and  lease  operating  expense.

     Gas aggregation and pipeline costs increased $4.3 million.  Gas aggregation
costs  increased  $3.3  million  and pipeline costs increased $1.0 million.  The
increase  in costs 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 $0.7 million
primarily  due  to  an  increase  in  production.

     Exploration  and impairment costs decreased $2.2 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.

     Field  and  lease  operating expenses increased $0.7 million primarily as a
result  of  increased expenses for compressor and road repairs, costs related to
properties  acquired  in  the  East,  and an increase in the number of producing
wells  in  the  Gulf  Coast  region.


                                      -18-
<PAGE>
     INTEREST  EXPENSE.  Interest  expense decreased $1.2 million when comparing
     ------------------
the  periods  primarily  due  to  the purchase of $4.7 million face value of the
Company's  senior  notes  since  December 31, 2002 and a decrease in the average
interest  rate  paid  on  outstanding  debt.

     INTEREST  INCOME  AND  OTHER.  Other  income  decreased  $19.7 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.

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

     The  Company's  financial  condition has declined since September 30, 2003.
Stockholders'  equity  has decreased from $45.1 million at September 30, 2003 to
$44.4  million at December 31, 2003, the Company's working capital of a negative
$12.9  million  at  September  30, 2003 decreased to a negative $26.4 million at
December  31, 2003.  The Company's cash increased from $2.6 million at September
30,  2003  to $3.7 million at December 31, 2003.  The Company's cash at February
12,  2004  was  $0.9  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 borrowing of approximately $2.6 million under the Company's $50 million
revolving  Credit  Agreement  (the "Agreement"); the investment of approximately
$3.7  million  in  property, plant and equipment; payments of approximately $0.5
million  for  the  acquisition  of  treasury  stock  and  dividends;  receipt of
approximately  $0.3  million of cash in connection with the Company's restricted
Class A stock purchase plan for employees; receipt of approximately $0.6 million
of cash proceeds from the sale of assets; and approximately $1.8 million of cash
provided  by  operations  during  the  quarter.

     At December 31, 2003, the Company's principal source of liquidity consisted
of  $3.7  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 December 31, 2003, $1.1
million  was  outstanding  or committed under the short-term credit facility and
$42.2  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
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 February 12, 2003, there are $37.0
million  in  outstanding borrowings under the Agreement. Under the 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  agreement in principle with the Noteholders described
below,  until  the  Company  satisfies  its  obligations  under the agreement in
principle  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.


                                      -19-
<PAGE>
     The  Company  has  been  negotiating  with  the  Noteholders to resolve the
dispute.  The Company and the Noteholders have reached an agreement in principle
as  to  the material economic terms of a settlement of the dispute, although the
terms  have yet to be memorialized in definitive documentation. 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 will make an initial
Asset  Sale  Offer  of  $4  million  shortly  after  the  definitive  settlement
documentation is finalized. The Company will consummate another Asset Sale Offer
of  $17  million one hundred eighty (180) days thereafter and a third Asset Sale
Offer  three hundred sixty (360) days after finalizing the definitive settlement
documentation.  Upon consummation of the initial Asset Sale Offer of $4 million,
the  Noteholders  shall  withdraw  and waive the Notice of Default issued to the
Company  on December 27, 2001. The Noteholders and the Company shall also submit
to  the  District  Court  for  the  Southern District of West Virginia an agreed
Dismissal  Order  dismissing with prejudice the litigation. 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.  The  agreement  in  principle was disclosed to the United
States  District  Court  for the Southern District of West Virginia in a hearing
held  on  Friday,  February  13,  2004.

     On  January 23, 2004, prior to reaching the agreement in principle 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  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 $37.2 million.  EBITDAX for fiscal years 2002 and 2001 was $19.7
million  and  $33.7  million, respectively.  Management anticipates that EBITDAX
from  oil  and gas operations for fiscal year 2004 will approximate $40 million.
The  Company's  ability  to  achieve  EBITDAX  of  $40  million from oil and gas
operations  for  fiscal  year  2004  is  highly  dependant  on product price and
continued  drilling success and the sale of certain non-strategic assets.  There
can  be no assurance given that the Company will be able to achieve these goals.
Although  cash  provided  from  oil  and gas operations may not be sufficient to
fully fund the Company's fiscal year 2004 projected interest charges of over $15
million, capital expenditures program of $17 million, and other uses, management
believes  that  cash  generated from continuing 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.

     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 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


                                      -20-
<PAGE>
weather  patterns,  oil  and  gas commodity prices and production volume levels,
future  exploration  and development drilling success and successful acquisition
transactions,  no  assurance  can  be  given  that  the  Company  will remain in
compliance  with  the  requirements  of  its  Notes.

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

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 65% to 75%
for  the  fiscal  year  ending  June 30, 2004 and 40% to 50% for the fiscal year
ending  June  30,  2005.  As  of  December  31,  2003,  the  Company's  open gas
derivative instruments and fixed price delivery contracts were as follows:


                                      -21-
<PAGE>
<TABLE>
<CAPTION>
                                             Total      Average
                                   Market   Volumes    Contract      Unrealized
            Time period            Index    (MMBtu)      Price     (Gains) Losses
---------------------------------  ------  ----------  ---------  ----------------
<S>                                <C>     <C>         <C>        <C>
Derivatives

  Natural Gas Swaps

    January 2004                   NYMEX      150,000  $    5.52  $        87,429

    January 2004 - June 2004       NYMEX      546,000       4.05          854,825

    February 2004                  NYMEX      150,000       6.07           18,454

    February 2004 - March 2004     NYMEX       60,000       6.23           (8,017)

    March 2004                     NYMEX      100,000       5.76           23,515

    July 2004 - March 2005         NYMEX    1,080,000       5.57         (255,283)

    July 2004 - June 2005          NYMEX    3,240,000       4.54        1,878,868
                                           ----------             ----------------

    Unrealized Losses                       5,326,000             $     2,599,791
                                           ----------             ================

Physical Contracts

  Fixed Price Delivery Contracts

    January 2004 - June 2004                2,653,500  $    4.52

    July 2004 - October 2004                  338,250       4.85
                                           ----------

Total Hedged Production                     8,317,750
                                           ==========
</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  December  2003  levels,  a 10% change in the average unhedged prices
realized  would  change the Company's gas and oil revenues by approximately $0.2
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 December
31,  2003  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.


                                      -22-
<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  disclosed,  the Company has been in litigation with certain
holders  of  its  $200  million  9 1/2% Senior Subordinate  Notes  due 2007 (the
"Noteholders"). The dispute involved the calculation of Net Proceeds of an Asset
Sale  as  defined  in  the  Indenture.

     The  Company  has  been  negotiating  with  the  Noteholders to resolve the
dispute.  The Company and the Noteholders have reached an agreement in principle
as  to  the material economic terms of a settlement of the dispute, although the
terms  have yet to be memorialized in definitive documentation. 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 will make an initial
Asset  Sale  Offer  of  $4  million  shortly  after  the  definitive  settlement
documentation is finalized. The Company will consummate another Asset Sale Offer
of  $17  million one hundred eighty (180) days thereafter and a third Asset Sale
Offer  three hundred sixty (360) days after finalizing the definitive settlement
documentation.  Upon consummation of the initial Asset Sale Offer of $4 million,
the  Noteholders  shall  withdraw  and waive the Notice of Default issued to the
Company  on December 27, 2001. The Noteholders and the Company shall also submit
to  the  District  Court  for  the  Southern District of West Virginia an agreed
Dismissal  Order  dismissing with prejudice the litigation. 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.  The  agreement  in  principle  was  disclosed


                                      -23-
<PAGE>
to  the  United States District Court for the Southern District of West Virginia
in  a  hearing  held  on  Friday,  February  13,  2004.

     The Company and Prudential Securities Incorporated ("Prudential") have been
in  a  long-standing  dispute  related  to certain fees.  The Company has denied
Prudential's  allegations, and is of the opinion that the matter is not material
regardless  of  the  outcome.

     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 December 23,
          2003,  furnishing  the  United  States Court of Appeals for the Fourth
          Circuit unpublished opinion in the appeal styled Energy Corporation of
          America  v.  MacKay  Shields  LLC,  et  al  on  December  15,  2003.

          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.


                                      -24-
<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 17th  day  of  February  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


                                      -25-
<PAGE>