ARTICLES OF AMENDMENT TO
                            ARTICLES OF INCORPORATION
                                       OF
                          ENERGY CORPORATION OF AMERICA

     Pursuant to the provisions of Section 31, Article 1, Chapter 31 of the West
Virginia  Code,  the  undersigned  corporation  adopts the following Articles of
Amendment  to  its  Articles  of  Incorporation,  FILED  IN  DUPLICATE:
 
     First:          The  name  of  the  corporation  is  Energy  Corporation of
America  ("ECA").

     Second:     The  following  amendment  to the Articles of Incorporation was
adopted  by  the  board of directors of the corporation on the 31st day of July,
1998,  in  the  manner  provided by Section 107(a), Article 1, Chapter 31 of the
Code  of  West  Virginia:
          (a)     A  new  class  of stock is to be created and known as "Class A
Stock".  ECA  is  hereby  authorized  to  issue  One  Hundred Thousand (100,000)
shares  of  said  Class  A  Stock;  however,  in no event shall Class A Stock be
greater  than  ten percent (10%) of the total ownership of the corporation.  The
newly  created  Class  A  Stock  shall be in addition to the existing authorized
shares  of  common  stock.
          (b)     After giving effect to the creation of said Class A Stock, the
aggregate  number  of shares of stock that ECA has the authority to issue is Two
Million  One  Hundred  Thousand  (2,100,000)  shares,  consisting of Two Million
(2,000,000) shares of voting common stock, all of such shares having a par value
of  One  Dollar  ($1.00) per share, and One Hundred Thousand (100,000) shares of
nonvoting  Class  A  Stock,  all  of  such  shares  without  par  value.
          (c)     The  present  stated  capital  of  ECA  of Two Million Dollars
($2,000,000.00)  shall  remain  unchanged  by  virtue  of  this  Amendment.
<PAGE>
          (d)     Unless  otherwise  specifically  permitted  by  the  board  of
directors  of  ECA,  shares  of  Class  A  Stock  may be purchased only by those
employees  of  ECA and/or its operating subsidiaries and members of the board of
directors of ECA as may be designated by the board of directors of ECA from time
to  time.  Subject  to  approval by the board of directors of ECA, employees may
purchase  such  stock  with the proceeds or dividends received under the Eastern
American  Energy  Corporation  ("EAEC")  or  Westech  Energy Corporation ("WEC")
Profit  Sharing  Plans  within  thirty  (30) days of such distribution of profit
sharing  or  dividends, with the price of each share determined as follows:  the
price  of  each  share  shall be six (6) times the average of the past three (3)
years  after  tax  net  earnings of ECA per share exclusive of sale of assets or
other  extraordinary  items.
          (e)     Voting  power  for the election of directors and for all other
purposes  shall  be  vested  exclusively in the holders of the common stock and,
except as otherwise required by law, the holders of Class A Stock shall not have
any  voting  power  or  be  entitled  to  receive  any  notice  of  meetings  of
stockholders.
          (f)     Once  purchased by a designated eligible employee or director,
said  Class  A  Stock  is  nontransferrable and the holder of such stock may not
sell,  transfer,  pledge or assign any legal or equitable interest in such stock
except  as  may  be  provided  by  the  board  of  directors  of  ECA.
          (g)     Upon  resignation,  termination,  retirement  or  death of any
employee,  such  employee  shall be obligated to sell all Class A Stock owned by
such  employee to ECA.  The obligation of the employee to sell may be waived, on
a  case  by  case basis, in the sole discretion of the board of directors of ECA
upon  written  request by such employee.  Absent such a waiver, ECA is obligated
to repurchase all such shares of the employee's Class A Stock upon the following
terms  at  a  price  which shall be price fixed as of the date of the employee's
resignation, termination, retirement, or death under the same formula set out in
paragraph  (d)  herein  for the employee's price of each share.  ECA may, in its
sole  discretion,  take  up  to four (4) years to pay the purchase price for the
Class  A  Stock  by  making  four  (4)  equal annual installments with the first
installment  to  be  due  immediately  upon receipt by ECA of the fully endorsed
stock  certificates  of  such  employee.  ECA  shall have the right, in its sole
discretion,  to  pay any or all of the yearly installments prior to the time the
same  are  due.
<PAGE>
          (h)     The  creation of said Class A Stock does not modify or enlarge
any  employee's  right  to employment with ECA or its subsidiaries.  Purchase of
said  Class  A  Stock  does  not  in  any  way alter the "at-will" nature of any
employee's  employment  with  ECA  or  its  subsidiaries.

     Third:          The  above Amendment was adopted by the stockholders of ECA
at  a special meeting of said stockholders held on August 10, 1998.  At the time
of  the  adoption  of the Amendment, ECA had Six Hundred Sixty Five Thousand One
Hundred  Forty Five (665,145) shares of common stock issued and outstanding, all
of which such shares were entitled to vote on the Amendment.  The holders of the
common  stock  were  entitled  to vote in a class.  The resolutions adopting the
Amendment  received  the affirmative vote of the majority of the shares entitled
to  vote  on  such  Amendment  in  the  class.

     We,  the  undersigned,  for  the  purpose  of  amending  the  Articles  of
Incorporation  under the laws of the State of West Virginia, do hereby file this
Amendment  to the Articles of Incorporation, and we accordingly hereunto set our
hands  this  12th  day  of  August,  1998.
<PAGE>

                                     ENERGY  CORPORATION  OF  AMERICA

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


                                 By  /s/ Pamela T. Gates
                                     ---------------------------------
                                     Pamela  T.  Gates
                               Its:  Secretary


<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  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.

     Given  under  my  hand  this 31st day  of July,  1998.

     My  commission  expires November 14, 00.


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

STATE OF Colorado,

COUNTY OF Denver, To-wit:

     I,  Cynthia A. Sandell,  a  Notary Public in and for the State and
County  aforesaid,  do  hereby certify that Pamela T. Gates, Secretary 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.
     Given  under  my  hand  this  31st  day  of  July,  1998.

     My  commission  expires 05/30/2000.


                                             /s/ Cynthia A. Sandell
                                      ----------------------------------
(Affix  Seal)                         Notary  Public   Cynthia A. Sandell
                                                       4643 S. Ulster St. #1190
                                                       Denver, CO 80237

These  Articles  of  Amendment  Prepared  By:
Tammy  J.  Owen
Goodwin  &  Goodwin,  LLP
P.  O.  Box  2107
Charleston,  West  Virginia  25328