GAS SALE AND PURCHASE AGREEMENT
                                    between,
                          ENERGY CORPORATION OF AMERICA
                                       and
                      ALLEGHENY ENERGY SERVICE CORPORATION


<PAGE>
<TABLE>
<CAPTION>
                 TABLE  OF  CONTENTS

                                                       Page
                                                       ----
<S>            <C>                                      <C>
ARTICLE I      DEFINITIONS                               1
ARTICLE II     VOLUMES AND PRICE                         3
ARTICLE III    CLOSING AND CONSIDERATION                 6
ARTICLE IV     POINT(S) OF DELIVERY                      8
ARTICLE V      TERM                                      8
ARTICLE VI     TERMINATION                               8
ARTICLE VII    LIMITATION OF LIABILITY/ REMEDIES        10
ARTICLE VIII.  TAXES                                    11
ARTICLE IX     MEASUREMENT                              11
ARTICLE X      QUALITY                                  12
ARTICLE XI     DELIVERY PRESSURE                        12
ARTICLE XII    REFUSAL                                  12
ARTICLE XIII.  POSSESSION OF GAS AND WARRANTY OF TITLE  13
ARTICLE XIV .  FORCE MAJEURE                            13
ARTICLE XV     SUCCESSORS AND ASSIGNS                   15
ARTICLE XVI .  WAIVER OF DEFAULT                        15
ARTICLE XVII.  RULES AND REGULATIONS                    15
ARTICLE XVIII  GOVERNING LAW                            16
ARTICLE XIX .  COMPLETE AGREEMENT                       16
ARTICLE XX     HEADINGS                                 16
ARTICLE XXI .  NOTICES                                  16
</TABLE>

<PAGE>

                         GAS SALE AND PURCHASE AGREEMENT

          THIS  AGREEMENT, made and entered into as of the 20th day of December,
1999, by and between Energy Corporation of America, a West Virginia corporation,
or  its  designated  affiliate,  (hereinafter  referred  to  as  "Seller"),  and
Allegheny  Energy  Service  Corporation,  a  Maryland  corporation, (hereinafter
referred  to  as  "Buyer").

          WHEREAS,  Seller  is  a  natural gas producer and has available to it,
either  through  its  own  production or through contracts with other producers,
natural  gas  in  volumes  adequate  to  meet  the volumes requested by Buyer as
hereinafter  specified;  and

          WHEREAS,  Buyer  wishes  to  purchase gas and have it delivered to its
operations  in  West  Virginia;  and

          WHEREAS,  Seller  is  willing  to  sell and deliver to Buyer and Buyer
desires  to  purchase from Seller natural gas in the volumes and at the Contract
Price  specified  in  this  Agreement.

          NOW,  THEREFORE,  in  consideration  of  the  covenants and agreements
herein  set  forth,  Seller  and  Buyer  agree  as  follows,  to-wit:

                                    ARTICLE I
                                   DEFINITIONS
                                   -----------

     1.1     The  terms "Additional Prepayments" shall mean the First Additional
Prepayment  and  the  Second  Additional  Prepayment

1.2     The  term  "Basis  Quote"  shall  mean the quoted difference between the
price  for  gas  at  the  Henry Hub in Louisiana and the price quoted for gas at
locations  where  Columbia  Gas  Transmission  Corporation  delivers  gas to the
"Connecting  Party"  points  set  forth  on  Schedule "A" for a specified Month.

1.3     The  term  "Btu"  shall  mean  one  (1)  British  thermal  unit.

1.4     The  term  "Contract  Annual  Volume"  shall  mean  3,990,180  Dth.

                                       1
<PAGE>

1.5     The term "Contract Price" shall have the meaning assigned in Article II.

1.6     The  term "Contract Year" shall mean a period of one (1) year commencing
on  the Date of First Delivery, as specified herein, and each succeeding one (1)
year  period  thereafter.

1.7     The  term  "Date  of  First  Delivery" shall be the date on which gas is
first  delivered  by the Seller to the Buyer which date shall be no earlier than
July  1,  2001.

1.8     The  term  "day"  shall  mean  a  period of twenty-four (24) consecutive
hours,  ending  at  10:00  a.m.,  Charleston,  West  Virginia  Time.

1.9     The  term  "Dth"  shall  mean  one  MMBtu.

1.10     The  term  "Event  of Default" shall have the meaning ascribed to it in
Article  6.5.

1.11     The term "First Additional Prepayment" shall mean the first $10 million
Prepayment  for  Volume  B  Gas  provided  for  in  Article  3.2(i).

1.12     The  term  "First  Delivery  Notice"  shall  mean  the  written  notice
specifying  the  Date  of First Delivery which shall be sent by the Buyer to the
Seller at least sixty days before the Date of First Delivery; provided that such
notice  shall  not  identify  a  Date  of  First Delivery prior to July 1, 2001.

1.13     The  term  "Force  Majeure"  shall  have  the meaning ascribed to it in
Article  XIV.

1.14     The  term  "gas"  shall  mean natural gas which conforms to the quality
specifications  set  forth  in  Article  X  hereof.

1.15     The  term  "Initial Prepayment" shall mean the $10 million payment made
by  Buyer  to  Seller  at Closing for Volume A Gas, as described in Article 3.1.

1.16     The term "Interstate Pipeline" shall mean a natural gas company that is
subject  to  regulation  by  and  has  a tariff on file with and approved by the
Federal  Energy  Regulatory  Commission.

1.17     The  term  "Letters  of  Credit"  shall mean the two or more Letters of
Credit  as  described  in  Article  3.2.

1.18     The  term  "Mcf"  shall  mean  one  thousand (1,000) cubic feet of gas.

1.19     The  term  "MMBtu"  shall  mean  one  million  (1,000,000)  Btu.

                                       2
<PAGE>

1.20     The  term  "Month"  shall  mean  the  period  commencing  at 10:00 a.m.
Charleston, West Virginia time on the first day of the calendar month and ending
at  10:00  a.m.  Charleston,  West  Virginia  time  on the first day of the next
calendar  month.

1.21     The  term  "Nationally  Recognized  Natural  Gas  Marketer"  shall mean
marketing and/or trading companies none of whom are affiliated with either Buyer
or  Seller  and  who  transport  at  least  1,000,000  Dth  per  Day in total on
Interstate  Pipelines  and  who certify that they transport at least 2% of their
total  transported  gas  on  Columbia  Gas  Transmission.

1.22     The  term  "Point(s)  of  Delivery"  shall have the meaning assigned in
Article  IV.

1.23     The  term  "Second  Additional  Prepayment"  shall  mean the second $10
million  prepayment  for  Volume  B  Gas  as  provided  for  in Article 3.2(ii).

1.24     The  term  "Transporter"  or  "Transporting Pipeline(s)" shall mean any
third-party  pipeline,  gathering  line or system, or local distribution company
transporting  and/or  delivering  gas  to  the  Point(s)  of Delivery under this
Agreement.

                                   ARTICLE II
                                VOLUMES AND PRICE
                                -----------------

     2.1     Commencing  on  the  Date  of First Delivery indicated in the First
Delivery  Notice,  Seller  agrees  to  deliver  to  the Buyer at the Point(s) of
Delivery the Contract Annual Volume, as follows:  3,644 Dth per day with respect
to  Volume  A  Gas  and  7,288  Dth  per day with respect to Volume B Gas unless
mutually  agreed  otherwise.

     2.2     (a)  Contract  Annual  Volume.  The  Contract  Annual  Volume  is
comprised  of  the  following  volume  designations:

     (1)     1,330,060  Dth  is  designated  as  the  Volume  A  Gas;  and

     (2)     2,660,120  Dth  is  designated  as  the  Volume  B  Gas.

          (b)  Nominations.  Except  as provided in Article 2.1(c) each day from
and  after the Date of First Delivery, Buyer is permitted and Seller shall honor
Buyer's  nominations  to  Seller  to  deliver  (or cause to be delivered) to the
Point(s)  of  Delivery  the  gas  as  follows:

                                      3
<PAGE>

               (i)     at a minimum, Buyer shall nominate from Seller and Seller
shall  deliver  (or  cause  to be delivered) at the Point(s) of Delivery no less
than  2,500  MMBtu  per  day  of  Volume  A  Gas;

               (ii)     at a maximum, Buyer may nominate from Seller up to 3,644
MMBtu  per  day of Volume A Gas and Seller shall, subject only to Force Majeure,
deliver  (or cause to be delivered) Buyer's nominated quantities at the Point(s)
of  Delivery;

               (iii)     at  a  minimum,  Buyer  shall  nominate from Seller and
Seller  shall  deliver (or cause to be delivered) at the Point(s) of Delivery no
less  than  5,000  MMBtu  per  day  of  Volume  B  Gas;  and,

               (iv)     at a maximum, Buyer may nominate from Seller up to 7,288
MMBtu  per  day of Volume B Gas and Seller shall, subject only to Force Majeure,
deliver  (or cause to be delivered) Buyer's nominated quantities at the Point(s)
of  Delivery.

          (c)      Notwithstanding  the minimum and maximum volumes set forth in
Article  2.1  (b) (i)-(iv) above, Buyer shall, on or before November 1st of each
Contract Year provide Seller with a schedule identifying the minimum and maximum
daily  and  monthly  nominations  on  an  operating  or market area basis on the
Columbia  Gas  Transportation  Corporation system for the next ensuing months of
December,  January  and  February  ("Buyer's  Schedule").  Buyer  may revise its
nominations  during  such  months,  provided  however  that  any  such  revised
nominations for any operating or market area specified in Buyer's Schedule shall
not  be less than the minimum nor more than the maximum for any day as set forth
in  Buyer's  Schedule,  except  as  mutually  agreed  in writing by the parties.

     2.3     The Contract Price for gas delivered hereunder shall be as follows:

                                       4
<PAGE>
          (1)     The  Contract  Price  for  Volume  A  Gas shall be at an Index
monthly  variable  price  which  shall be equal to the settlement prices for the
NYMEX  Gas  futures  contract  for deliveries during each Month of such Contract
Year,  as  quoted  for  each such Month in the issues of The Wall Street Journal
published  on  the last trading day prior to the beginning of such Month plus an
amount  in cents per Dth equal to the arithmetic average Basis Quote as received
by  Buyer  from  three  (3)  Nationally Recognized Natural Gas Marketers for the
differential  between  the NYMEX settlement location at the Henry Hub Louisiana,
and  Columbia  Gas  Transmission City Gates in West Virginia, which Basis Quotes
are  provided  to Buyer within the last four business days prior to the start of
such  Month.

(2)     The  Contract  Price  for  Volume  B  Gas  shall  be at an Index monthly
variable  price  which shall be equal to the settlement prices for the NYMEX Gas
futures  contract  for  deliveries  during  each Month of such contract year, as
quoted for each such Month in the issues of The Wall Street Journal published on
the  last  trading  day  prior  to the beginning of such Month plus an amount in
cents  per  Dth equal to the average Basis Quote as received by Buyer from three
(3) Nationally Recognized Natural Gas Marketers for the differential between the
NYMEX  settlement  location  at  the  Henry  Hub  Louisiana,  and  Columbia  Gas
Transmission  City  Gates  in  West Virginia, which Basis Quotes are provided to
Buyer  within the last four business days prior to the start of such Month minus
$0.15  (fifteen  cents)  per  Dth.

                                       5
<PAGE>

     2.4     Volume  A  Gas  will  be  invoiced and credited against the Initial
Prepayment.  If  Seller  elects to obtain the Additional Prepayments as provided
in  Article  3.2,  then  Volume  B Gas will be invoiced and credited against the
Additional  Prepayments.  From  and  after  Seller's  receipt  of the Additional
Prepayments, the deliveries of Volume A Gas and Volume B Gas on each day will be
allocated  for  the purpose of Contract Pricing as follows:  the daily nominated
quantities  of  Volume  B  Gas  will  be  deemed to have been delivered in their
entirety  prior  to delivery of any Volume A Gas quantities.  Provided, however,
that  if  there  is  any  shortage in total deliveries by Seller (as compared to
nominations  by Buyer to Seller) the deliveries of Volume A Gas and Volume B Gas
on  each  day  will be allocated for the purpose of Contract Pricing as follows:
the  daily  nominated  quantities  of  Volume  A Gas will be deemed to have been
delivered  in  their  entirety prior to delivery of any Volume B Gas quantities.

2.5     Unless  and  until  Seller exercises its right to receive the Additional
Prepayments  by  posting  the  Letter(s)  of  Credit as provided in Article 3.2,
Seller  shall  have  no  obligation  to  deliver  the  Volume  B  Gas.

2.6     Seller  shall  furnish  Buyer a statement within fifteen (15) days after
the  last day of each month in which gas is delivered pursuant to this Agreement
showing  the  volumes  so  delivered  during  the  preceding  Calendar Month and
reflecting  the Contract Price due for such deliveries and showing proper credit
of  all  Initial  and  Additional  Prepayments  made  by  Buyer.

                                   ARTICLE III
                            CLOSING AND CONSIDERATION
                            -------------------------

     3.1     Upon  execution and delivery of this Agreement, the Buyer shall pay
to  the  Seller  in  immediately  available funds the sum of Ten Million Dollars
($10,000,000.00)  as consideration for the purchase and delivery of the Volume A
Gas  over  the  term  of  this  Agreement  (the  "Initial  Prepayment").

                                       6
<PAGE>

     3.2     At  Seller's  sole  discretion,  Seller  may,  at  any  time  after
execution of this Agreement, upon two (2) business days written notice to Buyer,
require  Additional  Prepayments  from  Buyer  by posting a letter or letters of
credit as described below and in a form acceptable to Buyer, and Buyer shall pay
to  Seller  in immediately available funds, within ten (10) business days of the
posting  of  such  letter  or  Letters  of  Credit, the amounts so designated as
Additional  Prepayments  for the gas to be delivered pursuant to this Agreement:

(1)     Seller  may  post  an  irrevocable letter of credit in the amount of Ten
Million Dollars ($10,000,000.00), at Seller's sole expense and Buyer will prepay
Ten  Million  Dollars  ($10,000,000.00)  to  Seller  (the  "First  Additional
Prepayment").  At  Seller's  option,  the  First  Additional  Prepayment  may be
secured  by  two  (2)  letters  of  credit in the amount of Five Million Dollars
($5,000,000)  each.

(2)     At  any  time  after  the  making of the First Additional Prepayment, or
simultaneously  therewith,  Seller  may  post  an additional Ten Million Dollars
($10,000,000.00)  irrevocable  letter  of  credit,  the reasonable cost of which
shall  be reimbursed to Seller by Buyer, and Buyer will prepay an additional Ten
Million Dollars ($10,000,000.00) to Seller (the "Second Additional Prepayment").

The  letters of credit referenced in Section 3.2(i) and (ii) above are sometimes
collectively  referred  to  herein  as  the "Letters of Credit."  The Letters of
Credit  (or  any of them) shall be proportionately reduced by an amount equal to
the  Contract  Price  for  the  volumes  of  gas  delivered  by  Seller to Buyer
hereunder,  as  such  deliveries  are  made.


                                       7
<PAGE>

                                   ARTICLE IV
                              POINT(S) OF DELIVERY
                              --------------------

     4.1     The  Point(s)  of  Delivery  for  all gas to be delivered hereunder
shall  be  the  point(s)  designated as the "Connecting Party" points within the
Columbia  Gas  Transmission  Corporation  operating areas on Schedule A attached
hereto.  The  Point(s)  of  Delivery  may  be  changed only by mutual agreement.

                                    ARTICLE V
                                      TERM
                                      ----

     5.1     This Agreement shall be effective from the date hereof.  Deliveries
of  gas  shall commence on or after July 1, 2001 and shall terminate (subject to
the  provisions of Article VI) when the aggregate Contract Price with respect to
Volume  A  and  Volume B gas, if any, delivered to Buyer during the term of this
Agreement  equals  or  exceeds  the  Initial Prepayment and Advance Prepayments.

                                   ARTICLE VI
                                   TERMINATION
                                   -----------

     6.1     In the event that the Contract Price, calculated in accordance with
Article  2.2(i)  with respect to Volume A Gas delivered to Buyer during the term
of  this  Agreement  equals  or  exceeds  Ten  Million Dollars ($10,000,000.00),
Seller's  obligations hereunder with respect to Volume A Gas shall automatically
terminate.

     6.2     In the event that the Contract Price, calculated in accordance with
Article 2.2(ii), with respect to Volume B Gas delivered to Buyer during the term
of  this  Agreement,  equals  or  exceeds,  the  total  amount of any Additional
Prepayments  elected  to  be  received by Seller, Seller's obligations hereunder
with  respect  to  Volume  B  Gas  shall  automatically  terminate.

                                       8
<PAGE>

6.3     Seller  shall  have  the  right, at its sole discretion and upon fifteen
(15)  days prior notice, to terminate this Agreement at any time during the term
hereof by paying to Buyer an amount equal to the difference between the Contract
Price  for  all  volumes  delivered  to  Buyer  and credited against the Initial
Prepayment  and  any  Additional  Prepayment  pursuant to this Agreement and the
original  prepayments  paid  by  Buyer  to  Seller.

6.4     Seller  shall  have  the  right  to  terminate  this  Agreement upon the
occurrence  and  continuation  for  thirty  (30)  business days or longer of any
default  by  Buyer  in  making  any  payment  due  under  this  Agreement.

6.5     Buyer  shall  have  the  right  to  terminate  this  Agreement  upon the
occurrence  and  continuation  for  thirty  (30)  days  or  longer of any of the
following  specified  Events  of  Default.  In  addition,  Buyer shall have such
rights  as  Buyer  shall  have  been  granted  pursuant to the Letters of Credit
referred  to in Article III hereof and the rights specified in Article VII.  For
purposes  of  this  Article VI, the following events shall constitute "Events of
Default"  by  Seller:  (i) failure of the Seller to pay any amount due hereunder
within  thirty  (30)  days  after  the same becomes due, and (ii) failure of the
Seller to supply natural gas to the Buyer or pay the price of replacement gas as
required  in  Article  VII, each in accordance with the terms of this Agreement,
when  due.

6.6     Buyer  shall  have  the  right  to terminate this Agreement if Seller is
unable  to  deliver gas in accordance with the provisions hereof for a period of
60  days  as  a  result  of  a  continuing  event  of  force  majeure.

6.7     If  Buyer  terminates this Agreement in accordance with Articles 6.5 and
6.6,  Seller  shall  pay  to  Buyer,  no  later  than  15 days after the date of
termination,  an  amount  equal to the difference between the Contract Price for
all  volumes  delivered to Buyer and credited against the Initial Prepayment and
any  Additional  Prepayment  pursuant  to  this  Agreement  and  the  original
prepayments  paid  by  Buyer  to  Seller.


                                       9
<PAGE>

                                   ARTICLE VII
                         LIMITATION OF LIABILITY/ REMEDIES
                         ---------------------------------

     7.1     If  Seller fails to deliver any quantity of gas that it is required
to deliver under this Agreement, Buyer may purchase replacement gas.  When Buyer
purchases  replacement  gas,  Buyer  will use commercially reasonable efforts to
purchase  for delivery a quantity of gas not to exceed the quantity of gas which
Seller  failed  to  deliver  and  Buyer shall make such purchases at fair market
prices  on a spot basis.  Upon such event, Buyer shall invoice Seller and Seller
shall  pay  Buyer  on  a  monthly  basis  an  amount  equal  to the cost of such
replacement  gas  plus any discounts applicable to such gas as Volume B Gas plus
all  transportation  costs  incurred by Buyer in connection with purchasing such
replacement  gas  and  having  it  delivered  to the Point(s) of Delivery.  Upon
payment  of  the  aforesaid amount, said sums will constitute liquidated damages
for  Seller's  failure to perform its obligations hereunder and shall be Buyer's
sole  remedy  for  Seller's failure to so perform.  In the event Seller fails to
pay  such  damages  within  thirty days, Buyer may exercise its rights under the
Letters  of  Credit.

7.2     If  Buyer  fails to accept delivery of the Contract Annual Volume (other
than  (i)  as  a  result  of an event of Force Majeure, or (ii) as a result of a
default  or  an Event of Default by Seller hereunder or (iii) as permitted under
Article  XII),  Buyer  shall  reimburse  Seller  for the actual damages, if any,
incurred  by Seller as a result of its failure to use the firm capacity reserved
by  Seller for the transportation of gas pursuant to this Agreement, and for all
other  costs  or  losses  incurred  by  Seller as a result of Buyer's failure to
accept  delivery  of  such  volumes.

7.3     Other  than as expressly provided herein, neither Seller nor Buyer shall
be  responsible or liable for any lost profits, or special, incidental, indirect
or  consequential  damages  of any kind, whether grounded in contract, breach of
warranty,  or  tort  (including,  but  not  limited  to,  negligence  and strict
liability)  or  arising  from  any  other  legal  theory.

7.4     THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU
OF  ALL  OTHER  WARRANTIES,  WHETHER  STATUTORY,  EXPRESS  OR IMPLIED (INCLUDING
WARRANTIES  OF  MERCHANTABILITY  AND  FITNESS  FOR  A  PARTICULAR  PURPOSE  AND
WARRANTIES  ARISING  FROM  COURSE  OF  DEALING  OR  USAGE  OF  TRADE.)

                                       10
<PAGE>

                                  ARTICLE VIII
                                  TAXESARTICLE
                                  -----
                                   5     TAXES
                                         -----
     8.1     The  Contract  Price  described  in  Article II hereof includes all
taxes,  duties  and  inspection  fees presently imposed by any federal, state or
local government in respect to or measured by the gas delivered hereunder, which
taxes,  duties  and  fees  shall  be  paid  by Seller insofar as they pertain to
Seller's  operations  prior to Seller's delivery of gas to Buyer at the Point(s)
of  Delivery.  Except  for  state  severance  taxes,  corporate  income  taxes,
franchise taxes and ad valorem taxes applicable to Seller, all new taxes, duties
and  inspection fees, which may at any time in the future be imposed by federal,
state  or  local  government,  in  respect  to  or measured by the gas delivered
hereunder or the delivery, receipt or usage thereof, at or after the Point(s) of
Delivery,  shall be paid by Buyer.  If Buyer is entitled to purchase gas free of
any  tax,  fee  or  charge,  the  Buyer shall furnish to Seller proper exemption
certificates  to  cover  such  purchases.

                                   ARTICLE IX
                                  MEASUREMENT
                                  -----------

     9.1     As  stated  herein, the gas to be sold hereunder shall be delivered
to  the Point(s) of Delivery and Seller shall cause the Transporter, or its duly
appointed  agents,  to  read  the  meter,  furnish, place and remove any and all
recording  gauge  charts, calculate the deliveries and perform any other service
pertaining  to  the  routine  operation  of  the  meter.


                                       11
<PAGE>

                                    ARTICLE X
                                     QUALITY
                                     -------

     10.1     The  gas shall be sold and delivered in its natural state, without
the previous extraction of any valuable substance.  The applicable Transporter's
rules,  guidelines,  and  policies,  as  may be changed from time to time, shall
define  the quality and heating value of the gas to be delivered hereunder.  Any
quality  and  heating  value  standards  of  Transporter's  contracts are hereby
expressly  incorporated  herein by reference as if completely set out, and shall
be applicable to and binding upon Seller and upon all natural gas sold by Seller
to  Buyer.  The  heating  value in Btus of gas at the Point(s) of Delivery shall
not  be  less  than  one  thousand  (1,000)  Btus  per  standard  cubic  foot.

                                   ARTICLE XI
                                DELIVERY PRESSURE
                                -----------------

     11.1     Seller  shall  cause  Transporter  to  deliver gas to Buyer at the
varying  line  pressures  available  from time to time in Transporter's pipeline
adjoining  the  Point(s)  of  Delivery.

                                   ARTICLE XII
                                     REFUSAL
                                     -------

     12.1     Buyer, at its option, may refuse to accept delivery of any natural
gas  (a) not meeting the quality specifications set out in Article X, or (b) not
meeting  the  delivery  pressure specifications set out in Article XI.  If Buyer
notifies  Seller  of such refusal, Seller shall promptly use its best efforts to
cause  such  natural  gas  to  satisfy  such  specifications,  and  if  such
specifications  are  not  promptly  (and in any event within 10 days) satisfied,
Seller shall use its best efforts to locate, purchase and transport, at Seller's
expense,  replacement natural gas of a quality at least equal to the natural gas
intended  to be delivered hereunder.  If Seller is unable to provide replacement
gas  under  this Article XII, Seller's obligations to provide replacement gas or
pay  under  Article  VII  hereof  shall  apply.


                                       12
<PAGE>

                                  ARTICLE XIII
                      POSSESSION OF GAS AND WARRANTY OF TITLE
                      ---------------------------------------

     13.1     Control  of  Gas.  Seller  shall  be deemed to be the owner and in
              ----------------
control  and possession of the gas to be delivered hereunder until it shall have
been  physically  delivered  to  Buyer  at the Point(s) of Delivery specified in
Article  IV  above,  after  which  Buyer  shall be deemed to be the owner and in
control  and  possession  thereof.

13.2     Division  of  Responsibility.  Buyer  shall have no responsibility with
         ----------------------------
respect to any gas delivered hereunder until it is physically delivered to Buyer
at the Point(s) of Delivery, or on account of anything which may be done, happen
or arise with respect to said gas before such delivery; and Seller shall have no
responsibility  with  respect  to  said  gas after such delivery to Buyer, or on
account of anything which may be done, happen, or arise with respect to said gas
after  such  delivery.

13.3     Warranty  of  Title.  Seller warrants specifically the title to the gas
         -------------------
delivered  to the Buyer hereunder against the claims of all persons claiming by,
through  or  under the Seller, and the Seller further warrants the right to sell
and  deliver  such  gas  free  and  clear  of all liens, encumbrances and claims
created  by the Seller.  In addition, Seller agrees that it will indemnify Buyer
and  save  Buyer  harmless  from  all  suits, actions, debts, accounts, damages,
costs,  losses  and expenses arising from or out of (i) adverse claims of any or
all  persons  to  the  gas  to  be  delivered  hereunder,  or  (ii)  any  liens,
encumbrances,  or  other  title  defects  relating  to  the  gas to be delivered
hereunder.


                                       13
<PAGE>

                                   ARTICLE XIV
                                  FORCE MAJEURE
                                  -------------

     14.1     Neither  Seller  nor  Buyer  shall  be deemed in breach hereof for
nonperformance  hereunder  (except  nonperformance  of  any  obligation  to make
payment  of  amounts payable hereunder when due) when such nonperformance is due
to any act, omission or circumstance occasioned by or in consequence of any acts
of  God,  strikes,  lockouts,  acts  of  the  public  enemy,  war,  blockades,
insurrections,  riots,  epidemics,  landslides,  lightning,  earthquakes, fires,
storms,  floods,  washouts,  arrests and restraints of rulers and peoples, civil
disturbances,  explosions,  breakage  or accident to machinery or lines of pipe,
the binding order of any court or governmental authority which has been resisted
in good faith by all reasonable legal means, and any other cause, whether of the
kind  herein  enumerated  or  otherwise,  in each case not reasonably within the
control  of  the  party  claiming  an  event  of Force Majeure and which, by the
exercise  of due diligence, such party is unable to prevent or overcome, in each
case  with  respect to the Seller, to the extent affecting the Seller's owned or
operated gas reserves or the Seller's ability to transport its gas to the Buyer.
Failure to prevent or settle any strike or strikes shall not be considered to be
a  matter  within  the  control  of  the  party  claiming  suspension.

14.2     Such  causes  or  contingencies  affecting the performance hereunder by
either  Seller or Buyer, however, shall not relieve it of liability in the event
of  its concurring negligence or in the event of the failure to use best efforts
by  the  party  claiming Force Majeure to remedy the situation and to remove the
cause  in  an adequate manner and with all reasonable dispatch, nor shall causes
or  contingencies affecting such performance relieve either party from its other
obligations  under  this  Agreement,  even  should it cause this Agreement to be
extended  beyond  the  termination  date.

                                       14
<PAGE>

                                   ARTICLE XV
                             SUCCESSORS AND ASSIGNS
                             ----------------------

     15.1     This  Agreement  shall  extend  to and be binding upon the parties
hereto,  their  successors  and  assigns.  The  Seller  shall  not  assign  this
Agreement  or  any  of its rights or obligations hereunder unless it first shall
have  obtained  the  consent thereto in writing of the Buyer, provided, however,
that  Buyer  shall  not unreasonably withhold such consent, and provided further
that  Seller  may  assign  its  rights  under this Agreement to any affiliate of
Seller  without  Buyer's consent and further, may mortgage, pledge or assign for
financing  purposes  its  right  to  receive  payments hereunder without Buyer's
consent.  The Buyer may not assign its rights hereunder without Seller's consent
which  shall  not  be unreasonably withheld; provided, however, that in no event
shall  any  such  assignment  expand  the  obligations  of Seller hereunder; and
provided,  further,  that  the Buyer may assign its rights and obligations under
--------   -------
this  Agreement to any wholly owned subsidiary of Allegheny Energy, Inc. without
the  consent  of  the  Seller.

                                   ARTICLE XVI
                                WAIVER OF DEFAULT
                                -----------------

     16.1     No waiver by either party of any one or more defaults by the other
in  the  performance  of  any  provision  of  this Agreement shall operate or be
construed as a waiver of any future default or defaults, whether of a like or of
a  different  character.  No  single  or  partial exercise of any right, remedy,
power  or  privilege  hereunder  shall  in any way preclude any other or farther
exercise thereof or the exercise of any other right, remedy, power or privilege.

                                  ARTICLE XVII
                              RULES AND REGULATIONS
                              ---------------------

     17.1     If  any  valid  future  laws, orders, rules or regulations of duly
constituted  authorities  having  jurisdiction  have  the  effect of altering or
amending  the  provisions  of  this  Agreement,  the  parties shall continue the
performance  of this Agreement as so altered or amended; provided, however, that
such  alterations or amendments shall not alter or change the consideration paid
by  Buyer  to  Seller,  the  term of this agreement, or the volumes of gas to be
delivered  hereunder.

                                       15
<PAGE>

                                  ARTICLE XVIII
                                  GOVERNING LAW
                                  -------------

     18.1     All  questions  concerning  the  validity  or  the meaning of this
Agreement  or relating to the rights and obligations of the parties with respect
to  performance  under  this Agreement shall be construed and resolved under the
laws  of  the State of West Virginia, except to the extent specifically required
by  federal  law.

                                   ARTICLE XIX
                               COMPLETE AGREEMENT
                               ------------------

     19.1     This  document  contains  the entire agreement between the parties
and  supersedes  all  prior  or  contradictory  discussions  or  negotiations,
representations  or agreements relating to the subject matter of this Agreement.
No  changes to this Agreement shall be made or be binding on either party unless
made  in  writing  and  signed  by  each  party  to  this  Agreement.

                                   ARTICLE XX
                                    HEADINGS
                                    --------

     20.1     The  captions  or  headings  preceding  the  various parts of this
Agreement  are  inserted  solely  for  the convenience of the parties hereto and
shall  not  be  considered  or  given effect in construing this Agreement, or in
connection  with  the  intent,  rights,  duties  or  liabilities of the parties.


                                       16
<PAGE>

                                   ARTICLE XXI
                                     NOTICES
                                     -------

     21.1     Any  notice,  request,  consent,  waiver  or  other  communication
required  or  permitted  to  be  given  hereunder  shall be effective only if in
writing  and  shall  be deemed sufficiently given only if delivered in person or
sent  by  facsimile  or by certified or registered mail, postage prepaid, return
receipt  requested,  addressed  as  follows:

IF  TO  ENERGY  CORPORATION  OF  AMERICA
----------------------------------------

     Energy  Corporation  of  America
          Attn:  John  Mork
          4643  S.  Ulster
          Suite  1100
          Denver,  CO  30237

WITH  COPIES  TO:
----------------

          Goodwin  &  Goodwin,  LLP
          Attn:  Thomas  R.  Goodwin
          1500  One  Valley  Square
          P.O.  Box  2107
          Charleston,  WV  25328-2107

IF  TO  ALLEGHENY:
-----------------

          Allegheny  Energy,  Inc.
          Attn:  Peter  Dailey,  Director
          800  Cabin  Hill  Drive
          Greensburg,  PA  15601-1689

AND:
---

          Allegheny  Power
          Tom  Henderson,  General  Counsel
          1310  Fairmont  Avenue
          Fairmont,  WV  26554

WITH  COPIES  TO:
----------------

          Baker  Botts,  LLP
          Attn:  Sarah  Dietrich
          One  Shell  Plaza
          910  Louisiana,  38th  Floor
          Houston,  Texas   77002

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day  and  year  first  above  written.

SELLER:                                ENERGY  CORPORATION  OF  AMERICA

                                  By:     /S/ John Mork
                                       ------------------------------------
                                                John Mork
                                 Its:  President and Chief Executive Officer


BUYER:                                 ALLEGHENY  ENERGY  SERVICE  CORPORATION

                                  By:     /S/ Jay Pifer
                                       ------------------------------------
                                                Jay  Pifer
                                 Its:  Senior  Vice  President

<PAGE>

<TABLE>
<CAPTION>

Schedule  A
Schedule  of  Point(s)  of  Delivery

Point(s)  of  Delivery  at  which  Buyer  is  permitted  to  nominate  to  receive  deliveries  of  gas  from  Seller
under  Gas  Purchase  and  Sale  Agreement  between  ENERGY  CORPORATION  OF  AMERICA
and  ALLEGHENY  ENERGY,  INC.  Dated  December  20,  1999.

<S>    <C>             <C>       <C>          <C>                      <C>                              <C>         <C>
STATE  COMPANY         PIPELINE  ZONE NAME    POINT NAME               CONNECTING PARTY                 POINT CODE  DRN
WV. .  Barbour         TCO       Op. Area 8   E America Energy No. 4   Eastern American Energy              631241   28279
WV. .  Boone           TCO       Op. Area 3   Twilight                 CNG Transmission Corporation            224   28290
WV. .  Braxton         TCO       Op. Area 3   Flatwoods/Hope           Hope Gas Inc                         834482  224727
WV. .  Clay            TCO       Op. Area 10  Wagner Gas Company       Wagner Gas Company                   834153
WV. .  Jackson         TCO       Op. Area 3   MGC - Peake              Peake Energy Inc.                    830115   28388
WV. .  Kanawha         TCO       Op. Area 3   Roaring Fork             Cranberry Pipeline Corporation   G4          129346
WV. .  Kanawha         TCO       Op. Area 3   Charleston               Tennessee Gas Pipeline Company   B7           28418
WV. .  Kanawha         TCO       Op. Area 3   Broad Run                Tennessee Gas Pipeline Company   B9           28421
WV. .  Marshall        TCO       Op. Area 8   Rosbeys Rock             Texas Eastern Transmission       C11          28462
WV. .  Monroe          TCO       Op. Area 3   WV Power Alderson        West Virginia Power                  834348  224620
WV. .  Putnam          TCO       Op. Area 3   Lanham                   Cranberry Pipeline Corporation   G1           60006
WV. .  Raleigh         TCO       Op. Area 3   Fitz/Park - Cabot (Off)  Cabot Corporation                    829575  153571
WV. .  Raleigh         TCO       Op. Area 3   Bradley                  Cranberry Pipeline Corporation   G3          129348
WV. .  Randolph        TCO       Op. Area 10  Coronado                 Tennessee Gas Pipeline Company   B19         129370
WV. .  Tyler           TCO       Op. Area 9   Tyler Transportation     Hope Gas Inc                     C20295      157571
WV. .  Upshur          TCO       Op. Area 8   Upshur Properties        Mountaineer Gas Company              635252  247986
WV. .  Wayne           TCO       Op. Area 3   North Ceredo             Tennessee Gas Pipeline Company   B6           28600
WV. .  Wetzel          TCO       Op. Area 8   Fallen Timber            Equitrans Inc                    K1           39018
WV. .  Wetzel          TCO       Op. Area 8   Bayer Corporation        Bayer Corporation                    634916  222385
WV. .  Wirt            TCO       Op. Area 3   Rockport                 CNG Transmission Corporation            142   28634
WV. .  Wirt            TCO       Op. Area 8   E America Energy No. 3   Eastern Pipeline                     631235  157572
WV. .  Wood            TCO       Op. Area 3   D Darenco No 1           Eastern Pipeline                     832255  157591
WV. .  Wood            TCO       Op. Area 3   Gas Transport            Gas Transport Inc                    830319  157573
WV. .  Wyoming         TCO       Op. Area 3   Ocsar Nelson             CNG Transmission Corporation     N3          286044
WV. .  Wyoming         TCO       Op. Area 3   Tanner                   Cranberry Pipeline Corporation   G5          129350
WV. .  Non-Geographic  TCO       Op. Area 8   Blacksville Oil and Gs   Blacksville Oil and Gas Company           6  25235+
WV. .  Non-Geographic  TCO       Op. Area 3   Bluefield Gas Co         Bluefield Gas Company                     7   28468
WV. .  Non-Geographic  TCO       Op. Area 8   Cameron Gas Company      Cameron Gas Company                       9   28464
WV. .  Non-Geographic  TCO       Op. Area 3   Mountaineer Op - 03      Mountaineer Gas Company                  27   28573
WV. .  Non-Geographic  TCO       Op. Area 8   Mountaineer Op - 03      Mountaineer Gas Company                  29  141253
WV. .  Non-Geographic  TCO       Op. Area 10  Mountaineer Op - 10      Mountaineer Gas Company                  28  141254
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

_us,  current  TCO  gas  delivery  locations,  or  proposed  location(s)  to  be
constructed  as  interconnections  between
Columbia Gas Transmission (TCO) and Allegheny Energy, Inc. affiliate(s) located,
in  one  or  more  of  the
following  counties in West Virginia, Pennsylvania or maryland which  are within
the  TCO  operationsal  Areas
(as defined 2/1/1999) and known as Op. Area(s) 3,8, or 10 in the counties listed
below.

<S>    <C>           <C>       <C>
STATE  COUNTY        PIPELINE  ZONE NAME
WV. .  Barbour       TCO       Op. Area 8
WV. .  Boone         TCO       Op. Area 3
WV. .  Braxton       TCO       Op. Area 3
WV. .  Cabell        TCO       Op. Area 3
WV. .  Clay          TCO       Op. Area 10
WV. .  Jackson       TCO       Op. Area 3
WV. .  Kanawha       TCO       Op. Area 3
WV. .  Marshall      TCO       Op. Area 8
WV. .  Mingo         TCO       Op. Area 3
WV. .  Monroe        TCO       Op. Area 3
WV. .  Pendleton     TCO       Op. Area 8
WV. .  Pendleton     TCO       Op. Area 3
WV. .  Putnam        TCO       Op. Area 3
WV. .  Raleigh       TCO       Op. Area 3
WV. .  Randolph      TCO       Op. Area 10
WV. .  Roane         TCO       Op. Area 3
WV. .  Summers       TCO       Op. Area 3
WV. .  Tyler         TCO       Op. Area 8
WV. .  Upshur        TCO       Op. Area 8
WV. .  Wayne         TCO       Op. Area 3
WV. .  Wetzel        TCO       Op. Area 8
WV. .  Wirt          TCO       Op. Area 8
WV. .  Wirt          TCO       Op. Area 3
WV. .  Wood          TCO       Op. Area 3
WV. .  Wyoming       TCO       Op. Area 3
PA. .  Beaver        TCO       Op. Area 8
PA. .  Cameron       TCO       Op. Area 8
PA. .  Centre        TCO       Op. Area 8
PA. .  Clinton       TCO       Op. Area 8
PA. .  Crawford      TCO       Op. Area 8
PA. .  Elk           TCO       Op. Area 8
PA. .  Fayette       TCO       Op. Area 8
PA. .  Greene        TCO       Op. Area 8
PA. .  Indiana       TCO       Op. Area 8
PA. .  Jefferson     TCO       Op. Area 8
PA. .  Lawrence      TCO       Op. Area 8
PA. .  McKean        TCO       Op. Area 8
PA. .  Somerset      TCO       Op. Area 8
PA. .  Washington    TCO       Op. Area 8
PA. .  Westmoreland  TCO       Op. Area 8
MD. .  Baltimore     TCO       Op. Area 10
MD. .  Montgomery    TCO       Op. Area 10
</TABLE>