INCENTIVE STOCK PURCHASE AGREEMENT

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

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

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

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

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

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

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

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

     3.     Payment  of  Principal  and  Interest.

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

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

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

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

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

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

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

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

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

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

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

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

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

     9.     Binding  Effect.  This  Agreement shall be binding upon and inure to
the  benefit  of any successor or successors of ECA.     IN WITNESS WHEREOF, the
parties  have  caused this Agreement to be executed as of the day and year first
above  written.

                                         ENERGY  CORPORATION  OF  AMERICA
                                         By: /s/  John Mork
                                         ---------------------------------
                                            JOHN  MORK
                                         Its:     President  and  CEO


                                         /s/  Edward  J.  Davies
                                         ---------------------------------
                                         Edward  J.  Davies