AGREEMENT

     This  Agreement  is  made  this  28th  day of December, 1998 by and between
Kenneth  W.  Brill  ("Mr.  Brill")  and  Energy  Corporation of America ("ECA").

     WHEREAS,  Mr.  Brill  presently  owns numerous shares of stock of ECA (both
common  stock  and Class A nonvoting common stock) and may in the future acquire
additional  shares  (all  such  shares currently owned together with any and all
shares  hereafter  acquired  are  collectively referred to as the "Shares"); and

     WHEREAS, Mr. Brill and ECA previously have entered into agreements relating
to  the  purchase  by  ECA  of  some  or  all  of  the  Shares;  and

     WHEREAS, Mr. Brill and ECA are entering into this agreement for the purpose
of establishing ECA's purchase rights, Mr. Brill's sale rights, and the purchase
price  of  the  Shares  in  the  event  of  and  upon  Mr.  Brill's  death.

     NOW  THEREFORE,  in  consideration  of  the mutual promises made herein and
other  good  and  valuable consideration not herein mentioned, Mr. Brill and ECA
agree that in the event of and upon Mr. Brill's death, Mr. Brill's heirs and the
legal  representative  of  his estate shall sell, and ECA shall purchase, all of
the  Shares  upon  the  following  terms  and  conditions:

1.     Purchase  Price.
       ----------------

     a. The Purchase Price for 17,400 shares of ECA Common Stock shall be $75.00
per  share,  payable  as  provided  in  paragraph  3  below.

     b.  The  Purchase Price for the remainder of the shares of ECA Common Stock
shall  be  the "Shares' Pro Rata Share" (as defined below) of an amount equal to
six (6) times the average Earnings for the most recent three (3) fiscal years of
ECA.

                                     -1-
<PAGE>

     "Earnings"  shall mean ECA's earnings (net of extraordinary items, Windfall
Profits  Taxes,  and other similar and/or substituted taxes, and state and local
taxes,  but  before  provisions  for  federal  income  taxes)  as  determined in
accordance with generally accepted accounting principles consistently applied by
ECA's  regularly  engaged  accountants,  which  determination shall be final and
binding  upon  Mr.  Brill,  Mr.  Brill's  estate,  Mr.  Brill's  donees and ECA.

     The "Shares' Pro Rata Share" shall be a fraction, the numerator of which is
the  number  of  Shares  owned  by Mr. Brill as of the date of his death and the
denominator of which is the aggregate number of common and Class A shares of ECA
stock  issued  and  outstanding  as  of  the  date  of  Mr.  Brill's  death.

     c.  The  Purchase  Price  for  all  Class A nonvoting common stock shall be
governed  by  and  subject  to the terms and provisions of ECA's Class "A" Stock
Ownership  Program  Resolution of the Board of Directors of ECA, as amended from
time  to  time.

2.     Notice  of  Purchase. All Shares shall be subject to the following in the
       ---------------------
event  of  and  upon  Mr.  Brill's  death:

     a.  For a period of two (2) years, commencing on the first day of the month
following  Mr. Brill's death, the legal representative of Mr. Brill's estate, if
acting, otherwise the donee of Mr. Brill's Shares shall have the right to tender
the  Shares  to  ECA  by  tendering written notice of such intention to ECA. The
Purchase  Price,  Closing,  and  Payments  shall  be  as  herein  set  forth.

     b.  If  the  Shares  are not tendered to ECA during the two (2) year period
described  in (a) above, then on the expiration of such two (2) year period, ECA
shall  forthwith  purchase the Shares by giving five (5) days notice to the then
owner  of  the Shares in accordance with the Purchase Price, Closing and Payment
provisions  and  other  conditions  herein  set  forth.

                                     -2-
<PAGE>

3.     Closing  and  Payment. The purchase of the ECA Shares shall take place at
       ----------------------
the  main  office  of  ECA  on the Closing date designated by ECA in its written
notice of exercise, which shall not be later than thirty (30) days from the date
of  the notice.  The legal representative of Mr. Brill's estate shall deliver to
ECA  at  Closing the stock certificates representing the Shares with appropriate
transfer  documents  transferring the Shares to ECA, free and clear of all liens
and  encumbrances.  Payment  shall  be  made  in  twenty  (20)  equal  quarterly
installments  of  principal,  commencing  on  the  closing  date  and  quarterly
thereafter,  until  paid  in  full,  with  interest payable on such dates on the
unpaid  principal balance outstanding at the rate from time to time announced by
the  Chase Manhattan Bank, N.A. as its prime rate. For purposes hereof, the rate
announced on the first business day of any month shall be the rate in effect for
that  month.  Notwithstanding the foregoing, ECA shall have the right to prepay,
without  interest  or  penalty,  at any time or times during the payment period.

4.     Legend.  The  certificate(s) representing the Shares shall be legended as
       -------
follows:

The  Shares  represented  by  this stock certificate are subject to an Agreement
dated  December  28,  1998,  between  Kenneth W. Brill and Energy Corporation of
America.

5.     Assignability;  Binding  Effect.  ECA  shall have the right to assign and
       --------------------------------
transfer  its  rights  hereunder to one or more persons or entities who are then
shareholders of ECA, provided however, that any such assignment or transfer does
not  circumvent  any preemptive rights of other shareholders. Mr. Brill's rights
and  obligations  hereunder  shall  be  binding  on  his  heirs,  assigns, legal
representatives  and  donees.

                                     -3-
<PAGE>

6.     Governing  Law.  This  Agreement  shall  be governed by, and construed in
       ---------------
accordance  with,  the  internal laws of West Virginia and shall be binding upon
the  heirs,  successors  and  assigns  of  the  parties.

7.     Notices.  All notices to be given hereunder shall be personally delivered
       --------
or  sent  by express or overnight mail, or by postage prepaid, to the parties at
the  following  addresses  (or to such other or further addresses as the parties
may  hereafter  designate  by  like  notice  similarly  sent):

TO  MR.  BRILL:     K.  W.  BRILL
                    c/o  4643  South  Ulster,  Suite  1100
                    Denver,  Colorado  80237

TO  ENERGY  CORPORATION
OF  AMERICA:                 ENERGY  CORPORATION  OF AMERICA
                             Attention: John Mork, President
                             4643  South  Ulster,  Suite  1100
                             Denver,  Colorado  80237

All  notices  sent by mail shall be deemed effectively given on the business day
next  following the date of such mailing. All notices personally delivered shall
be  deemed  effectively  given  on  the  date  of  such  delivery.

                                     -4-
<PAGE>

8.     Conflicts  with  Other Agreements. In the event of a conflict between the
       ----------------------------------
terms  of  this  Agreement and any agreement previously entered into between Mr.
Brill  and  ECA,  the  terms  of  this  Agreement  shall  govern.



                                              /s/  Kenneth  W.  Brill
                                        --------------------------------
                                        KENNETH  W.  BRILL



                                        ENERGY  CORPORATION  OF  AMERICA

                                             /s/  John  Mork
                                        --------------------------------
                                        BY:     JOHN  MORK
                                        ITS:     President  and  CEO



STATE  OF  COLORADO,
COUNTY  OF  DENVER,  TO-WIT:

     Taken,  subscribed and sworn to before me by the said Kenneth W. Brill this
28th  day  of  December,  1998.

     My  commission  expires:  November  14,  2000.

(SEAL)                                      /s/  Pamela  T.  Gates
                                        --------------------------------
                                              Notary  Public

                                     -5-
<PAGE>


STATE  OF  COLORADO,
COUNTY  OF  DENVER,  TO-WIT:

     I,  Pamela  T.  Gates,  a  Notary  Public  in  and for the State and County
aforesaid,  do  hereby  certify  that  John  Mork, President and Chief Executive
Officer  of  Energy  Corporation of America, whose name is signed to the writing
above,  has  this  day acknowledged the same before me to be the act and deed of
said  corporation.

     My  commission  expires:  November  14,  2000.

(SEAL)                                      /s/  Pamela  T.  Gates
                                        --------------------------------
                                              Notary  Public

                                     -6-
<PAGE>