IN THE UNITED STATES DISTRICT COURT FOR
                     THE SOUTHERN DISTRICT OF WEST VIRGINIA

                               HUNTINGTON DIVISION



ENERGY  CORPORATION  OF  AMERICA,
a  West  Virginia  corporation,

                       Plaintiff,

v.                                               CIVIL  ACTION  NO.  3:01-1317

MACKAY  SHIELDS  LLC,  a  Delaware
limited  liability  company,  et  al.,

                       Defendants.


                                      ORDER

     Pending before the Court are Defendant's motion for reconsideration of this
Court's  January  25,  2002  Order granting partial summary judgment in favor of
Plaintiff,  Energy Corporation of America (ECA), and Defendants' motion to allow
limited  discovery  to  supplement the record.  For the reasons that follow, the
Court  DENIES  Defendants'  motions.

     In  December,  2001  ECA  brought  a  declaratory judgment action seeking a
declaration  of  its  rights  and  obligations  under  certain  provisions of an
Indenture dated May 23, 1997 resulting from its sale of a subsidiary.  The Court
granted  an  expedited  hearing  and  issued  and  Order  dated January 25, 2002
granting partial summary judgment in favor of ECA and denying Defendants' motion
to  dismiss.  The  sole  issue  before  the  Court was the meaning of the phrase
beginning "taxes paid or payable" in the definition of Net Proceeds.  Defendants
then  filed a counterclaim invoking provisions of the Indenture other than those
argued by the parties and considered in the January 25, 2002 Order as applicable

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to  the  sale.  The  Court  granted partial summary judgment to Plaintiff on the
counterclaim  in an Order dated June 3, 2002.  On May 22, 2002, Defendants filed
the  currently  pending  motions for reconsideration and motion to allow limited
discovery  to  supplement  the  record.

     The  Court  notes  that  its  grant  of  partial  summary  judgment  was an
interlocutory  order,  which  is subject to reconsideration at any time prior to
entry  of  a final judgment.  Rule 54(b) of the Federal Rules of Civil Procedure
applies.  See  Fayetteville Investors v. Commercial Builders Inc., 936 F.2d 1462
(4th  Cir.  1991).  While Rule 54(b) contains no standard for reconsideration of
prior  orders,  the  Court  is  guided by the standards found in Rules 59(c) and
60(b).  Shrewsbury  v.  Cyprus  Kanawha  Corp.,  183 F.R.D. 492, 493 (S.D.W. Va.
1998)  ("Following  the  instructions  of  Fayetteville  Investors, the Court is
guided  by  the  general  principles  of  Rules  59(e)  and  60(b), but does not
scrutinize  Movants'  motion  under  those  Rules' strictures.")  The Court will
consider  whether  Defendants'  new evidence would materially change the Court's
analysis,  whether the circumstances surrounding the Defendants' failure to seek
this evidence was the result of mistake, inadvertence, or excusable neglect, and
whether  equity favors reopening the partial summary judgment.  This standard is
less  stringent  than  a motion brought pursuant to Rule 60(b), but all of these
factors  weigh  against  Defendants'  motions.

     On  January  7, 2002, this Court held a telephonic meeting with counsel for
the  parties as a result of Plaintiff's motion for an expedited hearing.  During
that meeting, the parties expressly stated that the contested provisions of the
Indenture  should  be resolved as a matter of law and that there was no need for
development of factual issues.  Consequently, the Court entered an Order setting
deadlines  for  cross-motions  for  summary  judgment.  Following receipt of the
moving papers from each side, the Court held oral argument and promised a ruling
quickly.  Throughout these proceedings, both the parties and the Court continued

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to  treat the issue as being solely a matter of law.  In the now pending motion,
Defendants  state  that  the contested provisions of the Indenture are ambiguous
and,  as  such,  require  the  introduction  of  parol evidence to permit proper
interpretation  by  the  Court.  However, the Court applied the plain meaning of
the  contested  language  and  found  the  provision  unambiguous.

     While  the declaratory judgment action was filed by ECA, the actions of the
Defendants were the impetus for the action.  In December, 2001 Defendants issued
a  Notice  of  Default  contesting  ECA's  use  of the proceeds of their sale of
Mountaineer  Gas  Company.  Because of the deleterious effects of such a notice,
ECA  filed  the  declaratory judgment action.  The Defendants were well aware of
ECA's  interpretation  of  the  Net  Proceeds  section  and its treatment of the
proceeds of the sale of Mountaineer.  Considerable correspondence ensued between
the parties regarding the sale during the months prior to Defendants' filing the
Notice  of  Default.  Throughout  this  time,  Defendants  were  aware  of  the
disagreement  between  the  parties  regarding  the  meaning  of  the Asset Sale
language  in  Section  4.9  of  the Indenture.  Apparently, though, counsel just
recently  located  a witness who participated in the negotiations regarding this
section.  Defendants have not exercised reasonable diligence in seeking evidence
form  the  participants  in  the Indenture's negotiations.  Further, there is no
justification for failing to raise the possibility that extrinsic evidence would
be  sought  or  offered  when the partial summary judgment was before the Court.
This  witness  and  other  extrinsic  evidence  as  to  the  parties' intent was
available all along, yet Defendants did not seek such evidence at any time prior
to  the  January  25,  2002  Order.  Defendants  chose  to submit the issue as a
question  of  law,  rather  than  one  of  fact, and took their chances with the
outcome.

     If Defendants wanted to argue or pursue a factual dispute as to the meaning
of the negotiated provisions of the Indenture, they had several opportunities to
so  state,  beginning  with  the  telephonic  meeting  with  the parties, and an
obligation  to  do  so  at  the hearing held on this issue.  Instead, throughout

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their  motion  and  responses, Defendants maintained the issue was a question of
law, not fact.  To agree with Plaintiff and state to the Court that the issue is
one  of  law, only to change positions when decision is rendered that is not the
Defendants'  liking,  and  then  assert  that  the  matter  is  one  of  fact is
inequitable.

     For  these  reasons, Defendants' motions are DENIED.  The Court DIRECTS the
Clerk  to  send  a copy of this Order to counsel of record and any unrepresented
parties.


                                          ENTER:     July  19,  2002


                                            /S/ Robert C. Chambers
                                         --------------------------------------
                                             ROBERT  C.  CHAMBERS
                                             UNITED  STATES  DISTRICT  JUDGE


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