FIRST AMENDMENT TO CREDIT AGREEMENT
                                       AND
                              ASSIGNMENT AND WAIVER

     THIS  FIRST AMENDMENT TO CREDIT AGREEMENT AND ASSIGNMENT AND WAIVER (herein
called  the  "Amendment")  made  as  of  September 26, 1997, by and among Energy
Corporation  of America, a West Virginia corporation (herein called "Borrower"),
General  Electric  Capital Corporation ("GE Capital"), individually and as agent
(herein  called  "Agent"),  and  the Lenders named on Schedule 3 to the Original
Agreement  ("Original  Lenders"),

                              W I T N E S S E T H:

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

     WHEREAS,  Borrower, Agent and Original Lenders desire to amend the Original
Agreement  to  modify certain covenants, waive the failure by Borrower to comply
with  certain  covenants  and  to  reflect  the  addition  of  a  new  Lender;

     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 Reference
                            -------------------------

     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  First  Amendment  to  Credit  Agreement and
Assignment  and  Waiver.

     "Credit  Agreement"  shall  mean  the Original Agreement as amended hereby.

     "Lenders"  shall  mean collectively, the Original Lenders and Union Bank of
California,  N.A.

                                   ARTICLE II.

                       Borrowing Base, Amendments; Waiver
                       ----------------------------------

     Section  2.1.  Waiver  of  Limitation  on Distributions.  Agent and Lenders
                    ----------------------------------------
hereby  waive  Borrower's noncompliance with Section 7.6 of the Credit Agreement
for the Fiscal Year ended June 30, 1997 arising from the payment of dividends on
Borrower's  common  stock in the approximate amount of $250,000 paid on or about
June  30,  1997  and  any  Default  or  Event  of  Default  resulting  from such
noncompliance.  For  purposes  of  calculating  Consolidated  Net Income for the
determination  of the amount of Distributions permitted under Section 7.6 of the
Credit  Agreement  through  and including the quarter ending March 31, 1998, the
following  items  identified on Borrower's Consolidated Net Income Statement for
the  period  ended  June  30,  1997  shall  be eliminated from such calculation:

     1.     Impairment  and  exploratory  costs  in  the  amount of $10,121,492;

     2.     Deferred  financing  costs  in  the  amount  of  $4,425,714;  and

     3.     Extraordinary  item  (John  Hancock/Eastern Systems Corporation make
whole  payment)  in the amount of $5,034,719 (pre-tax $7,745,721); such that the
after-tax  amount  of  loss  to  be  excluded  will  be  $14,490,402.

     Section 2.2. Tangible Net Worth.  Section 7.12 of the Original Agreement is
                  ------------------
hereby
amended  in  its  entirety  to  read  as  follows:

          "Section  7.12.  Tangible New 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."

     Section  2.3.  Replacement  of  Schedule  3.  Schedule  3  to  the Original
                    ----------------------------
Agreement  is  hereby amended in its entirety to read as set forth in Schedule 3
attached  hereto.

                                  ARTICLE III.

                            Assignment and Acceptance
                            -------------------------

     GE  Capital  and  The  Bank  of Nova Scotia; ("BNS" and in this article, GE
Capital  and  BNS  are  collectively  called  "Assignors")  and  Union  Bank  of
California,  N.A.  ("Assignee")  hereby  agree  as  follows:


<PAGE>
     Section 3.1. Assignors hereby sell and assign to Assignee, without recourse
and without representation or warranty except as expressly set forth herein, and
Assignee  hereby  purchases  and  assumes  from Assignors, an interest in and to
Assignors'  rights and obligations under the Credit Agreement and the other Loan
Documents  as  of  the date hereof equal to the percentage interest specified on
Annex  I  hereto  of  all  outstanding  rights  and obligations under the Credit
Agreement  and  the  other Loan Documents.  After giving effect to such sale and
assignment,  Assignee's  and  Assignors' Percentage Shares of the Commitment and
the  amount  of  Assignee's and Assignors' Percentage Share of Outstanding Loans
will  be  as  set  forth  on  Annex  I  hereto.

     Section  3.2.  GE  Capital,  with  respect  to the interests assigned by it
hereunder  (a)  represents  and  warrants  that  with  respect  to the interests
assigned  by  it hereunder, it is the legal and beneficial owner of the interest
being  assigned  by it hereunder and that such interest is free and clear of any
adverse  claim;  (b)  makes  no  representation  or  warranty  and  assumes  no
responsibility  with  respect  to  any statements, warranties or representations
made  in  or  in  connection with the Loan Documents or the execution, legality,
validity,  enforceability,  genuineness,  sufficiency  or  value  of  the  Loan
Documents  or  any  other instrument or document furnished pursuant thereto; (c)
makes  no  representation or warranty and assumes no responsibility with respect
to  the  financial  condition  of  any  Restricted  Person or the performance or
observance  by  any  Restricted  Person of any of its obligations under the Loan
Documents  or  any  other instrument or document furnished pursuant thereto; and
(d)  delivers  herewith  the  Note  held  by  GE Capital and requests that Agent
exchange  such  Note for new Notes payable to the order of Assignee in an amount
equal  to  the  Percentage  Share of the Commitment assumed by Assignee pursuant
hereto  and  to  GE  Capital  in  an amount equal to the Percentage Share of the
Commitment  retained  by  the  GE  Capital  as  specified  on  Annex  I.

     Section  3.3.  BNS,  with respect to the interests assigned by it hereunder
(a)  represents  and  warrants that with respect to the interests assigned by it
hereunder,  it  is the legal and beneficial owner of the interest being assigned
by  it  hereunder and that such interest is free and clear of any adverse claim;
(b)  makes  no  representation  or  warranty  and assumes no responsibility with
respect  to  any  statements,  warranties  or  representations  made  in  or  in
connection  with  the  Loan  Documents  or  the  execution,  legality, validity,
enforceability,  genuineness,  sufficiency or value of the Loan Documents or any
other  instrument  or  document  furnished  pursuant  thereto;  (c)  makes  no
representation  or  warranty  and  assumes no responsibility with respect to the
financial condition of any Restricted Person or the performance or observance by
any  Restricted Person of any of its obligations under the Loan Documents or any
other  instrument  or  document  furnished  pursuant  thereto;  and (d) delivers
herewith the Note held by BNS and requests that Agent exchange such Note for new
Notes  payable  to  the  order  of Assignee in an amount equal to the Percentage
Share  of  the  Commitment  assumed by Assignee pursuant hereto and to BNS in an
amount  equal  to  the Percentage Share of the Commitment retained by the BNS as
specified  on  Annex  I.

     Section  3.4.  Assignee  (a)  confirms  that  it has received a copy of the
Credit  Agreement,  together with copies of the financial statements referred to
in Section 6.2 thereof and such other documents and information as it has deemed
appropriate  to  make  its  own  credit analysis and decision to enter into this
Amendment;  (b)  agrees  that  it  will, independently and without reliance upon
Agent, Assignors or any other Lender and based on such documents and information
as  it  shall  deem  appropriate  at  the  time, continue to make its own credit
decisions  in  taking  or  not  taking  action  under  the Credit Agreement; (c)
confirms that it is an Eligible Transferee; (d) appoints and authorizes Agent to
take  such  action  as  agent  on  its  behalf  and  to exercise such powers and
discretion  under  the  Credit  Agreement as are delegated to Agent by the terms
thereof,  together  with such powers and discretion as are reasonably incidental
thereto;  (e)  agrees that it will perform in accordance with their terms all of
the  obligations  that  by  the terms of the Credit Agreement are required to be
performed by it as a Lender; and (f) delivers herewith any U.S. Internal Revenue
Service  or  other  forms  required  under  Section  3.6(d).

     Section  3.5.  Upon  such  acceptance  and recording by Agent, (a) Assignee
shall  be  a  party  to the Credit Agreement and, to the extent provided in this
Amendment,  have  the  rights  and  obligations  of  a Lender thereunder and (b)
Assignors shall, to the extent provided in this Article, relinquish their rights
and  be  released  from  their  obligations  under  the  Credit  Agreement.

     Section  3.6.  Upon  such acceptance and recording by Agent, from and after
the  effective  date  of this Amendment, Agent shall make all payments under the
Credit  Agreement  and  the  Notes  in  respect  of the interest assigned hereby
(including,  without  limitation,  all  payments  of  principal,  interest  and
commitment fees with respect thereto) to Assignee.  Assignors and Assignee shall
make  all appropriate adjustments in payments under the Credit Agreement and the
Notes for periods prior to the effective date of this Amendment directly between
themselves.

                                   ARTICLE IV.

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

     Section  4.1.  Effective Date.  This Amendment shall become effective as of
                    --------------
the  date first above written when, and only when all of the following have been
satisfied:

          (a)     Documents.  Agent  shall  have  received  all of the following
                  ---------
documents  in  form  and  substance  satisfactory  to  Agent:

               (i)     this  Amendment;

               (ii)     the  Notes  with  appropriate  insertions,  in  the form
attached  hereto  as Exhibit A, payable to the order of each Lender on or before
the Maturity Date (such Notes herein called the "Renewal Notes"), in a principal
amount  equal  to  the  amount  set  out  in  Annex  I  hereto;

               (iii)     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 and each Renewal Note has been duly authorized, executed and delivered
by  Borrower  and that the Credit Agreement and each Renewal Note constitute the
legal, valid and binding obligations 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);

               (iv)     a  certificate  of a duly authorized officer of Borrower
dated  the date of this Amendment certifying that (A) attached thereto is a true
and  complete  copy of resolutions adopted by the Board of Directors of Borrower
authorizing  the  execution, delivery and performance of this Amendment and each
Renewal  Note  and  certifying  the names and true signatures of the officers of
Borrower  authorized to sign this Amendment and each Renewal Note and (B) 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

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

          (b)     Fees.  Agent  shall have received, for the benefit of Lenders,
                 -----
an  amendment  fee  in  the  amount  of  $25,000.

                                   ARTICLE V.

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

     Section  5.1.  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 Related 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  each Renewal Note 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 each Renewal Note and to authorize
the  performance  of  the  obligations  of  Borrower  hereunder  and thereunder.

          (c)     The  execution  and delivery by Borrower of this Amendment and
each  Renewal Note, the performance by Borrower of its obligations hereunder and
thereunder  and  the  consummation  of  the transactions contemplated hereby and
thereby do 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 and each Renewal Note or to
consummate  the  transactions  contemplated  hereby  and  thereby.

          (d)     When  duly executed and delivered, each of this Amendment, the
Credit Agreement and the Renewal Notes 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.

                                   ARTICLE VI.

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

     Section  6.1. 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.  Any reference to the Notes in any other
Loan  Document shall be deemed to be a reference to the Renewal Notes issued and
delivered pursuant to this Amendment.  The execution, delivery and effectiveness
of  this Amendment and the Renewal Notes shall not, except as expressly provided
herein  or therein, 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  6.2.  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 the issuance and delivery of
the  Renewal  Notes,  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  Related  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 6.3. Loan Documents.This Amendment and each Renewal Note are each a
                  ---------------
Loan  Document,  and  all  provisions in the Credit Agreement pertaining to Loan
Documents  apply  hereto  and  thereto.

     Section  6.4. 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  6.5.  Counterparts.  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  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/  J.  Michael  Forbes
                                            -------------------------------
                                             J.  Michael  Forbes
                                             Vice  President/Treasurer

                                        AGENT:

                                        GENERAL  ELECTRIC  CAPITAL
                                        CORPORATION,  as  Agent  and  Lender


                                        By:  /s/  Michael  J.  Tzougrakis
                                             ------------------------------
                                             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
                                        Assignee  and  Lender


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

<PAGE>

                                     ANNEX I

Percentage  Share  assigned  by  GE  Capital:            10%
Amount  assigned  by  GE  Capital:                       $5,000,000

Percentage  Share  assigned  by  BNS:                    20%
Amount  assigned  by  BNS:                               $10,000,000

Assignee's  Percentage  Share:                           30%
Amount  of  Assignee's  Percentage  Share:               $15,000,000

Assignee's  Commitment:                                  $15,000,000

Principal  amount  of  Note  payable  to  BNS:           $15,000,000

Assignee's  Commitment:                                  $15,000,000

Principal  amount  of  Note  payable  to  Assignee:      $15,000,000

Principal  amount  of  Note  payable  to  GE  Capital:   $20,000,000

Principal  amount  of  Note  payable  to  BNS:           $15,000,000


<PAGE>
                                   SCHEDULE 3
                                LENDERS SCHEDULE

                                                         Percentage  Share


GENERAL  ELECTRIC  CAPITAL  CORPORATION                       40.00%

Lending  Office  for  ABR  and  Eurodollar  Loans:

General  Electric  Capital  Services
Structured  Finance  Group,  Inc.  -  Energy  Portfolio  Operations
120  Long  Ridge  Road
Stanford,  Connecticut  06927
Attn:     Peter  Fortmann

Tel:     (203)  357-6536
Fax:   (203)  357-4890


THE  BANK  OF  NOVA  SCOTIA                                   30.00%

Lending  Office  for  ABR  and  Eurodollar  Loans:

The  Bank  of  Nova  Scotia
Atlanta  Agency
600  Peachtree  Street,  N.E.,  Suite  2700
Atlanta,  Georgia  30308

Tel:     (404)  877-1500
Fax:   (404)  888-8998


UNION  BANK  OF  CALIFORNIA                                   30.00%

Lending  Office  for  ABR  and  Eurodollar  Loans:

Union  Bank  of  California
500  North  Akard,  Suite  4200
Dallas,  Texas  75201
Attn.:     Randall  Osterberg

Tel:     (214)  922-4200
Fax:   (214)  922-4209