EXHIBIT 10-21
     
     
     
     
     
     
     
     
     
     
     
     
     
                          AMENDMENT NO. 1
     
                                to
     
                 THE RETIREMENT PLAN FOR DIRECTORS
     
                                of
     
             NEW YORK STATE ELECTRIC & GAS CORPORATION
     
          
          The Retirement Plan for Directors of New York
     State Electric & Gas Corporation (the "Plan") is hereby
     amended, effective as of February 11, 1994, as follows:
               
               1.  Article 8 of the Plan is amended to read,
     in its entirety, as follows:
     
          8) Funding
     
               There shall 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 Corpora-
               tion shall remain responsible for the payment of any
               such amounts which are not so paid by any such
               trust.