INCENTIVE STOCK PURCHASE AGREEMENT


     THIS  INCENTIVE  STOCK PURCHASE AGREEMENT made this 19th day of March, 1999
by  and  between  ENERGY  CORPORATION  OF  AMERICA,  a West Virginia corporation
(hereinafter  referred to as "ECA"), and A.C. Nielsen, Jr. (hereinafter referred
to  as  "Nielsen.")

     WHEREAS,  Nielsen  provides  valuable  service  to ECA as a Director of the
Company  and ECA considers it desirable and in its best interest that Nielsen be
given  an  added  incentive  to  advance  the  interests  of  ECA.

     NOW,  THEREFORE,  in consideration of the mutual promises herein contained,
the  parties  agree  as  follows:

1.     Grant  of  Purchase  Rights.  ECA  hereby grants to Nielsen the right and
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privilege to purchase up to 5,000 shares of its Common Stock at $75.00 per share
     (the  "Purchase  Rights")  in  the  following  manner:

a.     On  and  after January 1, 1999, to and including December 31, 2003,  1667
shares.
b.     On  and  after  January 1, 2000, to and including December 31, 2004, 1667
shares.
c.     On  and  after  January 1, 2001, to and including December 31, 2005, 1666
shares.

     During  each five (5) year period, shares may be purchased incrementally or
in one lump sum.  Nielsen may elect to purchase the stock by providing notice to
ECA  as  provided  in  paragraph  2.

     In  order to be entitled to exercise the Purchase Rights granted hereunder,
Nielsen must remain an active and recognized Director of ECA during the purchase
period.  If  Nielsen's Director role with ECA is completed for any reason during
the  purchase period, all unexercised Purchase Rights shall become null and void
on  the  date  the  role  is  ended.

     Failure  to  exercise  the  Purchase  Rights  by  December  31 of each year
specified  above  shall result in the termination of the Purchase Rights granted
during  that  time  period  and such Purchase Rights shall become null and void.

2.     Method  of  Exercise.  The  Purchase Rights shall be exercised by written
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notice  directed  to ECA at its principal place of business accompanied by check
for  payment  of  the  price  for  the  number  of  shares  specified.

3.     Limitation  Upon Transfer.  All rights granted in this Agreement shall be
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exercisable  only  by Nielsen.  The Purchase Rights granted under this Agreement
shall  not be transferred, assigned, pledged or hypothecated in any way (whether
by  operation  of  law  or  otherwise)  and  shall  not be subject to execution,
attachment  or  similar  process.  Upon any attempt to transfer, assign, pledge,
hypothecate  or  otherwise  dispose  of  such  Purchase  Rights contrary to this
provisions  of  this  Agreement,  or  upon the levy of any attachment or similar
process upon such Purchase Rights, such Purchase Rights shall immediately become
     null  and  void.

4.     Restrictions.  All shares acquired by Nielsen shall be subject to (a) the
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     requirement  that  they  first  be  offered  to  ECA  and (b) the terms and
restrictions set forth in ECA's articles of incorporation as each may be amended
from  time  to  time.

     All  share certificates representing shares acquired by the exercise of the
Purchase  Rights  shall  have  endorsed  thereon  the  following  legend:

"The  shares represented by this certificate are subject to the requirement that
they  be  first  offered  to  Energy  Corporation  of  America, per that certain
Incentive  Stock  Purchase  Agreement dated March 19, 1999 by and between Energy
Corporation  of  America  and  A.C.  Nielsen,  Jr."

5.     Rights  as  Shareholder.  Nielsen  shall  not  have  any  rights  or
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privileges  as  a shareholder of ECA in the shares of common stock until payment
of  the  purchase  price.

6.     Holding  Period.  Nielsen  agrees  to  hold  all  shares acquired by
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exercising  the Purchase Rights for a period of at least six (6) months from the
date  of  the  exercise.  Thereafter,  the  shares  will  remain  subject to the
restrictions  on  transfer  as  set  forth  in  paragraph  4  above.

7.     Governing  Law.  This Agreement shall be governed by, and construed under
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the  laws  of West Virginia and shall be binding and inure to the benefit of any
successor  or  successors  of  ECA.

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

                                         ENERGY  CORPORATION  OF  AMERICA



                                         By:         /s/  John  Mork
                                         ----------------------------------
                                              John  Mork
                                         Its:     President  and  CEO



                                            /s/  A.C.  Nielsen,  Jr.
                                          ---------------------------------
                                              A.C.  Nielsen,  Jr.