EXHIBIT 10-36



















                              AMENDMENT NO. 2

                                    to

             THE ANNUAL EXECUTIVE INCENTIVE COMPENSATION PLAN

                                    of

                 NEW YORK STATE ELECTRIC & GAS CORPORATION


          The Annual Executive Incentive Compensation Plan of New
York State Electric & Gas Corporation (the "Plan") is hereby
amended, effective as of December 31, 1993, as follows:
          1.  Section B of Article V is hereby amended by
deleting "Strategy Performance Measures" under the column
entitled  "Performance Goals".

          2.  Section D of Article V is hereby amended to read in
its entirety as follows:

              D.    The corporate customer service goal will be a
                    combination of customer service standards,
                    safety and reliability factors.

          3.  Section E of Article V is hereby deleted in its
entirety and Section F of Article V is hereby redesignated as
Section E of Article V.

          4.  Article VII is hereby amended by deleting the
entire column entitled "Achievement of Each Strategy Performance
Measure".