THIRD AMENDMENT TO CREDIT AGREEMENT


     THIS  THIRD  AMENDMENT  TO CREDIT AGREEMENT (herein called the "AMENDMENT")
made as of September 27, 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, and as
amended by a Second Amendment to Credit Agreement dated as of April 2, 1999 (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
as  set  forth  herein;

     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 I.

                           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 Third Amendment to Credit Agreement.

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


<PAGE>
                                   ARTICLE II.

                       Amendments, Agreements and Waivers
                       ----------------------------------

     Section  2.1.  Definitions.  (a)  The  following definitions in Section 1.1
                    -----------
of  the  Original  Agreement  are hereby amended in their entirety to provide as
follows:

     "Adjusted  EBITDA"  means, for any period, (i) EBITDA of Borrower for such
      -----------------
period  minus  (ii)  EBITDA  of  Eastern  Systems for such period plus (iii) all
Distributions  made  by Eastern Systems to Borrower during such period plus (iv)
fifty percent (50%) of the taxes on income and profits actually paid to Borrower
by  Mountaineer for such period.  During the Fiscal Quarters ended September 30,
1999,  December  31,  1999, March 31, 2000, and June 30, 2000, "Adjusted EBITDA"
shall  include  impairment  and  exploration charges for Fiscal Year 1999 in the
amount  of  $19,387,592.

     'Alternate  Base  Rate'  means  (i) at all times when no Obligation is past
     ----------------------
due, the per annum rate equal to the Base Rate Margin plus the higher of (a) the
Prime  Rate  and (b) the Federal Funds Rate plus one and one half of one percent
(1.50%)  per  annum, and (ii) at all other times, the per annum rate of interest
two  percent  (2.00%)  above the interest rate that would otherwise be in effect
pursuant  to  the  immediately  preceding  clause (i).  If the Prime Rate or the
Federal  Funds  Rate changes after the date hereof the Alternate Base Rate shall
be  automatically  increased or decreased, as the case may be, without notice to
Borrower,  from  time to time as of the effective time of each such change.  The
Alternate  Base Rate shall in no event, however, exceed the Highest Lawful Rate.

     "Borrowing  Base"  means,  at  the  particular time in question, the amount
      ---------------
determined by Agent in accordance with the provisions of Section 2.9, as reduced
by  the  Quarterly  Reduction  Amount  on  each  Borrowing  Base Reduction Date;
provided,  however,  that  in  no event shall the Borrowing Base ever exceed the
Commitment.

     'Commitment  Fee  Rate'  means,  on  each  day:
      ---------------------

          (a) thirty  basis points  (.30%) per annum when the Facility  Usage on
     such day is less than twenty-five percent of the Commitment on such day,

          (b) fifty basis  points  (.50%) per annum when the  Facility  Usage on
     such day is greater  than or equal to  twenty-five  percent  (25%) and less
     than fifty percent (50%) of the Commitment on such day, and

          (c) sixty two and one half  basis  points  (.625%)  per annum when the
     Facility  Usage on such day is greater than or equal to fifty percent (50%)
     of the Commitment on such day.

     'Eurodollar  Margin'  means (i) on each day when no Obligation is past due,
      ------------------
three  percent  (3.00%)  per  annum and (ii) on each other day, two percent (2%)
above  the  interest  rate  that  would  otherwise  be in effect pursuant to the
immediately  preceding  clause  (i).

<PAGE>
     'Evaluation  Date'  means  each  of  the  following:
      ----------------

          (i) Each  date  which  Borrower  specifies  as a date as of which  the
     Borrowing Base is to be redetermined,  provided that each such date must be
     the first or last date of a current  calendar month and that Borrower shall
     not be entitled to request any such  redetermination  more than once during
     any Fiscal Year;

          (ii) Each date which Lender, at its option,  specifies as a date as of
     which the Borrowing Base is to be redetermined;

          (iii) the last day of each Fiscal Year, beginning June 30, 1997."

     (b)     The  following  new  definitions are hereby added to Section 1.1 of
the  Original  Agreement:

     "Quarterly  Reduction  Amount"  means  the  amount  of  $750,000.
      ----------------------------

     "Borrowing  Base  Reduction Date"  means December 31, 1999, March 31, 2000,
      -------------------------------
June  30,  2000  and  September  30,  2000.

     Section  2.2.  Mandatory  Prepayments.  Section 2.7(b) is hereby amended in
                    ----------------------
its  entirety  to  read  as  follows:

          "(b) If at any time the Facility Usage is less than the Commitment but
     in  excess  of the  Borrowing  Base  (such  excess  being  herein  called a
     "Borrowing Base Deficiency"), Borrower shall:

          (i) if such Borrowing Base Deficiency  results from a reduction in the
     Borrowing Base due to the Quarterly Reduction Amount,  Borrower will prepay
     the  principal of the Loans in an  aggregate  amount at least equal to such
     Borrowing Base  Deficiency on the date Agent gives notice of such Borrowing
     Base Deficiency to Borrower,  and if such Borrowing Base Deficiency results
     from the reduction of the  Borrowing  Base to  $22,000,000  pursuant to the
     Third  Amendment to this  Agreement,  Borrower will prepay the principal of
     the Loans in an  aggregate  amount at least  equal to such  Borrowing  Base
     Deficiency on the day after the Effective Date;

          (ii)  except  as set  forth  in  clause  (i) of  this  subsection  (b)
     immediately  above,  within five  Business Days after Agent gives notice of
     such fact to Borrower, do any of the following:

               (A) prepay the  principal of the Loans in an aggregate  amount at
          least equal to such Borrowing Base Deficiency, or

               (B) give notice to Agent  electing to prepay the principal of the
          Loans in up to three monthly  installments  in an aggregate  amount at
          least  equal  to  such  Borrowing  Base  Deficiency,  with  each  such
          installment  equal to or in excess of one-third of such Borrowing Base
          Deficiency,  and with the first such  installment to be paid one month
          after the giving of such notice and the subsequent  installments to be
          due and payable at one month intervals thereafter until such Borrowing
          Base Deficiency has been eliminated, or

<PAGE>
               (C) give notice to Agent that  Borrower  desires to provide Agent
          with  deeds  of  trust,   mortgages,   chattel   mortgages,   security
          agreements,  financing statements and other security documents in form
          and  substance  satisfactory  to  Agent,  granting,   confirming,  and
          perfecting  first and prior liens or security  interests in collateral
          acceptable to Required Lenders, to the extent needed to allow Required
          Lenders to increase the  Borrowing  Base (as they in their  reasonable
          discretion deem  consistent with prudent oil and gas banking  industry
          lending  standards  at the time) to an amount  which  eliminates  such
          Borrowing Base  Deficiency,  and then provide such security  documents
          within thirty days after Agent  specifies such collateral to Borrower.
          If,  prior  to any  such  specification  by  Agent,  Required  Lenders
          determine that the giving of such security documents will not serve to
          eliminate such Borrowing Base Deficiency,  then,  within five Business
          Days after receiving notice of such determination, Borrower will elect
          to make, and thereafter  make, the prepayments  specified in either of
          the preceding subsections (i) or (ii) of this subsection (b)."

     Section  2.3.  Subsequent  Determinations  of  Borrowing  Base.  The second
                    -----------------------------------------------
sentence  of  Section  2.9  of  the  Original Agreement is hereby amended in its
entirety  to  read  as  follows:

               "Within forty-five days after receiving such information, reports
          and  data,  Required  Lenders  shall  agree  upon  an  amount  for the
          Borrowing  Base  (provided that all Lenders must agree to any increase
          in the Borrowing Base) and Agent shall by notice to Borrower designate
          such amount as the new Borrowing Base available to Borrower hereunder,
          which  designation  shall  take  effect  immediately  on the date such
          notice is sent (herein called a "Determination Date") and shall remain
          in  effect  until  but not  including  the next  date as of which  the
          Borrowing Base is redetermined."

     Section  2.4.  Financial  Covenants.  Sections  7.11,  7.12 and 7.13 of the
                    ---------------------
Original  Agreement  are  hereby deleted in their entirety and replaced with the
following:

          "Section  7.11.  Current Ratio.  The ratio of Borrower's  Consolidated
                           --------------
     current assets to Borrower's Consolidated current liabilities will never be
     less than (i) 0.6 to 1.0 at any time  during the period  from July 1, 1999,
     through and  including  December 30, 1999,  and (ii) 1.0 to 1.0 at any time
     thereafter.  For purposes of this section,  Borrower's Consolidated current
     assets will include any unused  portion of the Borrowing Base which is then
     available for borrowing,  and Borrower's  Consolidated  current liabilities
     will be calculated without including any payments of principal on the Notes
     or the  Subordinated  Notes which are required to be repaid within one year
     from the time of calculation.

<PAGE>
          Section 7.12. Tangible Net Worth. Borrower's Consolidated Tangible Net
                        -------------------
     Worth  will never be less than the sum of (i)  $20,000,000  plus (ii) fifty
     percent  (50%) of  Borrower's  Consolidated  Net Income  earned  during the
     period  from  June 30,  1997,  through  and  including  the last day of the
     calendar month immediately preceding the date of calculation, determined on
     a cumulative  basis;  provided  that clause (ii) of this  section  shall be
     added  only if such  cumulative  amount is a positive  number and  provided
     further  that  for  each  Fiscal  Quarter  ended  through  June  30,  2000,
     impairment and  exploration  charges in the amount of $19,387,592  shall be
     added back for the purpose of the  calculation  of Borrower's  Consolidated
     Tangible Net Worth.

          Section 7.13. Interest  CoverageSection  7.13. Interest Coverage.  The
                        ---------------------------------------------------
     ratio of (a) Adjusted EBITDA to (b) Adjusted  Interest Expense for the Four
     Quarter  Period  then ended  shall not be less than (i) 1.15 to 1.0 for the
     Fiscal Quarters ended September 30, 1999, December 31, 1999, March 31, 2000
     and June 30, 2000 and (ii) 1.5 to 1.0 at any time thereafter.

     Section  2.5.  Borrowing  Base.  Pursuant  to  Section  2.9,  Agent  hereby
                    ---------------
notifies  Borrower  that  during  the  period  from the date hereof to the first
Determination  Date  immediately  following  the  date hereof the Borrowing Base
shall  be  $22,000,000,  as  reduced  by  the Quarterly Reduction Amount on each
Borrowing  Base  Reduction  Date.

     Section  2.6.  Amendment  Fee.  In consideration of Agent and each Lenders'
                    --------------
agreement  to  enter  into  this  Amendment,  Borrower will pay to Agent for the
account  of  Lenders  an  amendment  and  waiver  fee in the aggregate amount of
$335,000.  This  amendment  fee  shall  be  due and payable on the day after the
Effective  Date  of  this  Amendment.

     Section  2.7.  Waiver  of Financial Covenants.  Borrower has informed Agent
                    ------------------------------
and  Lenders  that  Borrower is in violation of the provisions of Sections 7.11,
7.12  and  7.13  of  the  Credit Agreement for the Fiscal Quarter ended June 30,
1999.  Agent  and  Lenders hereby (i) waive any violation of Sections 7.11, 7.12
and  7.13  of  the Original Agreement for the Fiscal Quarter ended June 30, 1999
and  (ii)  waive any Default or Event of Default resulting from such violations.



                                  ARTICLE III.

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

     Section  3.1.  Effective  Date.  This Amendment shall become effective (the
                    ---------------
"Effective  Date")  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;

<PAGE>
     (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 IV hereof are true and correct at and as of the
time of such effectiveness;

     (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.

<PAGE>
     (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) Drafts of the  audited  annual  Consolidated  financial  statements  of
Borrower  dated as of June 30, 1999 (the "Draft  Financial  Statements")  fairly
present the  Consolidated  financial  position at such date and the Consolidated
statement of operations and the changes in Consolidated  financial  position for
the periods  ending on such date for Borrower.  The Draft  Financial  Statements
have  heretofore  been  delivered to each Lender.  Since such date,  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 THE 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 electronic transmission.

<PAGE>
     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/  John  Mork
                                             -------------------------
                                             John  Mork
                                             Chief  Executive  Officer


                                        AGENT:

                                        GENERAL  ELECTRIC  CAPITAL
                                        CORPORATION,  as  Agent  and  Lender


                                        By:  /s/  Michael Tzougrakis
                                        -----------------------------------
                                           Name:  Michael Tzougrakis
                                           Title:  Manager of 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/  Gary Shekerian
                                        -----------------------------------
                                           Name:  Gary Shekerian
                                           Title:  Assistant Vice President

                                                             [Third  Amendment]


<PAGE>
                                     CONSENT

     Reference is made to that certain Credit Agreement dated as of May 20, 1997
(the  "Original Agreement") as amended by a Second Amendment to Credit Agreement
dated  as of April 2, 1999, and as amended by a Third Amendment dated as of even
date  herewith (the "Second Amendment" and together with the Original Agreement,
the  "Agreement"),  by and among Energy Corporation of America, General Electric
Capital  Corporation,  as  Agent,  and  certain  financial  institutions,  which
Agreement  is  in  full  force  and  effect on the date hereof.  Terms which are
defined  in  the  Agreement  are used herein with the meanings given them in the
Agreement.

     Each  of  the undersigned hereby consents to the Third Amendment and agrees
and acknowledges, with respect to each Security Document executed by it that (i)
the  Security  Documents are and shall continue in full force and effect for the
benefit  of the Lenders with respect to the Secured Obligations secured thereby;
(ii) there are no offsets, claims or defenses of the undersigned with respect to
the Security Documents nor, to the knowledge of the undersigned, with respect to
the  Loan;  (iv) the Security Documents are not released, diminished or impaired
in  any  way  by  the  transaction(s)  contemplated in connection with the Third
Amendment;  and  (v) the Security Documents are hereby ratified and confirmed in
all  respects.

<PAGE>

Dated:  September  27,  1999              EASTERN  PIPELINE  CORPORATION

EASTERN  AMERICAN  ENERGY
CORPORATION

                                          By:   /s/  Kenneth  Mariani
                                             ------------------------
                                          Name:      Kenneth  Mariani
                                          Title:     President

By:  /s/  Richard  E.  Heffelfiner
   ---------------------------------
Name:     Richard  E.  Heffelfinger
Title:    President

                                          ALLEGHENY  &  WESTERN  ENERGY
                                          CORPORATION

EASTERN  MARKETING
CORPORATION

                                          By:  /s/  Richard  E.  Heffelfinger
                                                    ----------------------------
                                          Name:     Richard  E.  Heffelfinger
                                          Title:    President

By:  /s/  Richard  E.  Heffelfinger
     ------------------------------
Name:     Richard  E.  Heffelfinger
Title:    President


<PAGE>