EXHIBIT 10-43



















                              AMENDMENT NO. 1

                                    TO

             THE PERFORMANCE SHARE DEFERRED COMPENSATION PLAN

                                    OF

                 NEW YORK STATE ELECTRIC & GAS CORPORATION

























          The Performance Share Deferred Compensation Plan of New
York State Electric & Gas Corporation (the "Plan") is hereby
amended, effective as of January 7, 1994, as follows:
          1.   Section 5 of the Plan is amended to read, in its
entirety, as follows:
          5.   Funding.  There will be no funding of any amounts
to be paid pursuant to this Plan; provided, however, that the
Corporation, in its discretion, may establish a trust to pay such
amounts, which trust shall be subject to the claims of the
Corporation's creditors in the event of the Corporation's
bankruptcy or insolvency; and provided, further, that the
Corporation shall remain responsible for the payment of any such
amounts which are not so paid by any such trust.