SECOND AMENDMENT TO CREDIT AGREEMENT

     THIS  SECOND  AMENDMENT TO CREDIT AGREEMENT (herein called the "AMENDMENT")
made  as  of  April  2,  1999 by and among Energy Corporation of America, a West
Virginia  corporation  (herein  called  "BORROWER"),  General  Electric  Capital
Corporation,  individually and as agent (herein called "AGENT"), and the Lenders
named  on  Schedule  3  to  the  Original  Agreement  ("LENDERS").

                              W I T N E S S E T H:

     WHEREAS,  Borrower, Agent and Lenders have entered into that certain Credit
Agreement  dated  as  of May 20, 1997, as amended by a First Amendment to Credit
Agreement  and  Assignment  and  Waiver  dated  as  of  September  26, 1997 (the
"Original  Agreement"),  for  the  purpose  and consideration therein expressed,
whereby  Lenders became obligated to make loans to Borrower as therein provided;
and

     WHEREAS, Borrower, Agent and Lenders desire to amend the Original Agreement
to  modify  certain covenants to allow for additional Investments (as defined in
the  Original  Agreement)  and  to  waive the failure by Borrower to comply with
certain  covenants;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
and  agreements  contained  herein  and  in  the  Original  Agreement  and  in
consideration  of  the loans which may hereafter be made by Lenders to Borrower,
and  for  other  good and valuable consideration, the receipt and sufficiency of
which  are  hereby  acknowledged, the parties hereto do hereby agree as follows:

                                   ARTICLE 1.

                           Definitions and References
                           --------------------------

     Section  1.1.  Terms Defined in the Original Agreement.  Unless the context
                    ---------------------------------------
otherwise  requires  or  unless  otherwise  expressly  defined herein, the terms
defined  in the Original Agreement shall have the same meanings whenever used in
this  Amendment.

     Section  1.2.  Other Defined Terms.  Unless the context otherwise requires,
                    -------------------
the following terms when used in this Amendment shall have the meanings assigned
to  them  in  this  Section  1.2.

     "AMENDMENT"  shall  mean  this  Second  Amendment  to  Credit  Agreement.

     "CREDIT  AGREEMENT"  shall  mean  the Original Agreement as amended hereby.

                                   ARTICLE II.

                        Amendments to Original Agreement
                        --------------------------------

     Section  2.1. Tangible Net Worth.  Section 7.7 of the Original Agreement is
                   ------------------
hereby
amended  in  its  entirety  to  read  as  follows:

          "Section  7.7.  Limitation  on  Investments  and  New  Businesses.  No
Restricted  Person  will:

          (a)     make  any expenditure or commitment or incur any obligation or
enter  into  or  engage  in  any  transaction  except  in the ordinary course of
business  or  except  as  otherwise  expressly  permitted  hereunder;

          (b)    engage  directly  or  indirectly in any business or conduct any
operations  except  the  energy  business;

          (c)    make  any  acquisitions of or Investments in any Person, except
for  the  following Investments made by any Restricted Person other than Eastern
Capital:

               (i)     Investments  in  Cash  Equivalents;

               (ii)     Investments  in  Wholly-owned  Subsidiaries of Borrower;

               (iii)     Investments  in  Capital Stock of any Person; provided:
(A)  such  Person or is engaged primarily in owning and/or operating oil and gas
properties  or  in  the  energy utility business and (B) such Investments do not
exceed  $1,000,000,  in  the  aggregate;  and

               (iv)     Investments  in  Capital  Stock  of  any Person (in this
subsection  called  a "Target"); provided (A) the Target is engaged primarily in
owning and/or operating oil and gas properties or in the energy utility business
and (B) the Target shall become a Wholly-owned Subsidiary within the Acquisition
Period  (as  defined  below  in  this  section);  provided that: the Investments
described  in  the  immediately  preceding  clause (iii) and in this clause (iv)
shall  not  exceed  $5,000,000 in the aggregate; provided further: that Borrower
shall  give  written  notice  to  Agent  when  the  Investments described in the
immediately  preceding clause (iii) and in this clause (iv) exceed $1,000,000 in
the  aggregate;

          (d)    make  any  significant  acquisition  of  or  Investments in any
properties  except  properties  used  in  the  energy  business;

          (e)    make Investments by Eastern Capital Corporation in an aggregate
amount  in  excess  of  $5,000,000.

     Notwithstanding the foregoing, no acquisition or Investment permitted under
the  immediately preceding clauses (c) and (d) and under this subsection (e) may
be  made  if  a Default, Event of Default or Borrowing Base Deficiency exists at
the  time  such  acquisition  or  Investment  is  made or will occur as a result
thereof.

     As  used  in  this  subsection  "Acquisition  Period" means (1) a period of
eighteen  months  beginning  on  the  date  of  the  original  Investment by any
Restricted  Person  in  the  Target  or (2) if by the end of such eighteen-month
period,  (x)  the  Target  and  such Restricted Person have executed a letter of
intent  for  such  Restricted  Person  to  purchase  the Target and Borrower has
delivered  a  copy  of  such  letter  to  Agent or (y) such Restricted Person is
negotiating  in  good  faith  to  acquire the Target and has provided to Agent a
written  summary  of the status of such negotiations, "Acquisition Period" shall
mean  a  period  of twenty-four months from the date of such Restricted Person's
first  Investment  in  the  Target."

     Section  2.2. Limitation on Credit Extensions.  Section 7.8 of the Original
                   -------------------------------
Agreement  is  hereby  amended  by  deleting  the  "and"  immediately  prior  to
subsection  (iii)  thereof  and adding the following at the end of such section:

          "and  (iv)  extensions  of credit to key employees of Borrower for the
purchase  of  Class A Stock of Borrower pursuant to a Resolution of the Board of
Directors  dated  December  10,  1998."

                                  ARTICLE III.

                           Conditions of Effectiveness
                           ---------------------------

     Section  3.1.  Effective Date.  This Amendment shall become effective as of
                    --------------
the  date  first above written when, and only when Agent shall have received all
of  the  following  documents  in  form  and  substance  satisfactory  to Agent:

     (a)    this  Amendment;

     (b)    the  Consent of the Subsidiaries of Borrower which have executed and
delivered  Security  Documents;

     (c)     the  written  opinion  of  Goodwin and Goodwin, LLP dated as of the
date  of  this  Amendment, addressed to Agent, to the effect that this Amendment
has been duly authorized, executed and delivered by Borrower and that the Credit
Agreement  and  the  Notes constitute the legal, valid and binding obligation of
Borrower, enforceable in accordance with their terms (subject, as to enforcement
of  remedies,  to  applicable bankruptcy, reorganization, insolvency and similar
laws and to moratorium laws and other laws affecting creditors' rights generally
from
time  to  time  in  effect);

     (d)     a  certificate  of the Secretary of Borrower dated the date of this
Amendment certifying:  (i) that resolutions adopted by the Board of Directors of
the Borrower authorize the execution, delivery and performance of this Amendment
by  Borrower; (ii) the names and true signatures of the officers of the Borrower
authorized to sign this Amendment; and (iii) that all of the representations and
warranties  set  forth in Article V hereof are true and correct at and as of the
time  of  such  effectiveness;  and

     (e)     such  other  supporting  documents as Agent may reasonably request.

                                   ARTICLE IV.

                         Representations and Warranties
                         ------------------------------

     Section  4.1.  Representations  and  Warranties  of  Borrower.  In order to
                    ----------------------------------------------
induce  each
Lender  to  enter  into this Amendment, Borrower represents and warrants to each
Lender  that:

     (a)     All representations and warranties made by any Restricted Person in
any  Loan  Document delivered on or before the date hereof are true on and as of
the  date  hereof  (except  to  the  extent  that  the  facts  upon  which  such
representations  are  based  have  been changed by the transactions contemplated
herein)  as  if such representations and warranties had been made as of the date
hereof.

     (b)     Borrower  is  duly authorized to execute and deliver this Amendment
and  is  and will continue to be duly authorized to borrow monies and to perform
its  obligations  under  the  Credit  Agreement.  Borrower  has  duly  taken all
corporate  action  necessary  to  authorize  the  execution and delivery of this
Amendment  and  to  authorize  the  performance  of  the  obligations  of
Borrower  hereunder.

     (c)     The  execution  and  delivery by Borrower of this Amendment and the
performance by Borrower of its obligations hereunder and the consummation of the
transactions  contemplated  hereby  does  not  and  will  not  conflict with any
provision  of  law,  statute,  rule  or  regulation  or  of  the  articles  of
incorporation  and  bylaws  of Borrower, or of any material agreement, judgment,
license,  order  or  permit applicable to or binding upon Borrower, or result in
the creation of any lien, charge or encumbrance upon any assets or properties of
Borrower.  Except  for  those  which  have  been obtained, no consent, approval,
authorization  or order of any court or governmental authority or third party is
required  in  connection  with  the  execution  and delivery by Borrower of this
Amendment  or  to  consummate  the  transactions  contemplated  hereby.

     (d)     When  duly  executed  and delivered, each of this Amendment and the
Credit Agreement will be a legal and binding obligation of Borrower, enforceable
in  accordance  with  its  terms, except as limited by bankruptcy, insolvency or
similar  laws  of  general application relating to the enforcement of creditors'
rights  and  by  equitable  principles  of  general  application.

     (e)     The  audited  annual  Consolidated financial statements of Borrower
dated  as  of  June  30, 1998 and the unaudited quarterly Consolidated financial
statements  of  Borrower  dated  as  of  December  31,  1998  fairly present the
Consolidated  financial position at such dates and the Consolidated statement of
operations  and  the  changes in Consolidated financial position for the periods
ending  on  such  dates  for Borrower.  Copies of such financial statements have
heretofore been delivered to each Lender.  Since such dates, no material adverse
change  has  occurred  in  the  financial  condition  or  businesses  or  in the
Consolidated  financial  condition  or  businesses  of  Borrower.

                                   ARTICLE V.

                                  Miscellaneous
                                  -------------

     Section  5.1. Ratification of Agreements.  The Original Agreement as hereby
                   --------------------------
amended  is hereby ratified and confirmed in all respects.  Any reference to the
Credit  Agreement  in any Loan Document shall be deemed to be a reference to the
Original Agreement as hereby amended.  The execution, delivery and effectiveness
of  this  Amendment shall not, except as expressly provided herein, operate as a
waiver  of any right, power or remedy of Lenders under the Credit Agreement, the
Notes,  or  any  other Loan Document nor constitute a waiver of any provision of
the  Credit  Agreement,  the  Notes  or  any  other  Loan  Document.

     Section  5.2.  Survival  of  Agreements.  All  representations, warranties,
                    ------------------------
(covenants  and  agreements  of  Borrower herein shall survive the execution and
delivery  of  this  Amendment  and  the  performance  hereof,  including without
limitation  the  making or granting of the Loans and shall further survive until
all  of  the  Obligations  are  paid  in  full.  All  statements  and agreements
contained  in any certificate or instrument delivered by Borrower any Restricted
Person  hereunder or under the Credit Agreement to any Lender shall be deemed to
constitute  representations  and  warranties by, and/or agreements and covenants
of,  Borrower  under  this  Amendment  and  under  the  Credit  Agreement.

     Section  5.3.  Loan  Documents.  This Amendment is a Loan Document, and all
                    ---------------
provisions  in  the  Credit Agreement pertaining to Loan Documents apply hereto.

     Section  5.4. Governing Law.  THIS AMENDMENT SHALL BE DEEMED A CONTRACT AND
                   -------------
INSTRUMENT  MADE UNDER THE LAWS OF THIS STATE OF NEW YORK AND SHALL BE CONSTRUED
AND  ENFORCED  IN  ACCORDANCE  WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK  AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES
OF  CONFLICTS  OF  LAW.

     Section  5.5. Counterparts: Fax.  This Amendment may be separately executed
                   -----------------
in  counterparts  and  by the different parties hereto in separate counterparts,
each  of  which  when so executed shall be deemed to constitute one and the same
Amendment.  This Amendment may be validly executed and delivered by facsimile or
other  electronics  transmission.

     THIS  AMENDMENT  AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN  THE  PARTIES  AND  MAY  NOT  BE  CONTRADICTED  BY  EVIDENCE  OF  PRIOR,
CONTEMPORANEOUS,  OR  SUBSEQUENT  ORAL  AGREEMENTS OF THE PARTIES.  THERE ARE NO
UNWRITTEN  ORAL  AGREEMENTS  OF  THE  PARTIES.

     IN  WITNESS  WHEREOF, this Amendment is executed as of the date first above
written.


                                        BORROWER:

                                        ENERGY  CORPORATION  OF  AMERICA


                                        By:   /s/  I.  M.  Allan
                                             ---------------------------
                                             Isobel  M.  Allan
                                             Vice  President  Finance


                                        AGENT:

                                        GENERAL  ELECTRIC  CAPITAL
                                        CORPORATION,  as  Agent  and  Lender


                                        By:  /s/  Eric  A.  Schaefer
                                             ---------------------------
                                             Manager  -  Operations

                                        THE  BANK  OF  NOVA  SCOTIA,  as
                                        Documentation  Agent  and  Lender


                                        By:   /s/  F.C.H.  Ashby-
                                             ---------------------------
                                             Name:  F.C.  H.  Ashby
                                             Title: Sr. Mgr. Loan Operations


                                        UNION  BANK  OF  CALIFORNIA, N.A., as
                                        Lender


                                        By:   /s/  Randall  Osterberg
                                             ---------------------------
                                             Name:  Randall  Osterberg
                                             Title:  Vice  President

                                        UNION  BANK  OF  CALIFORNIA, N.A., as
                                        Lender


                                        By:    /s/  Carl  Stutzman
                                              --------------------------
                                             Name:  Carl  Stutzman
                                             Title:  Sr.  Vice  President
                                                     and  Manager

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