EXHIBIT 10-32















                              AMENDMENT NO. 8

                                    to

                THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                    of

                 NEW YORK STATE ELECTRIC & GAS CORPORATION


     The Supplemental Executive Retirement Plan of New York State
Electric & Gas Corporation, effective September 7, 1984, is
hereby amended as follows:
     1.   All references to the Corporation's tax qualified
          Retirement Benefit Plan for Salaried Employees are
          hereby changed to references to the Corporation's tax
          qualified Retirement Benefit Plan for Employees.
     This amendment is effective as of January 1, 1993.
     2.   Paragraph 4A is hereby amended to read as follows:
          A.   Determination of Benefit.  In addition to the
               benefits provided pursuant to Paragraph 3
               hereof, all Key Persons who retire either
               voluntarily or by reason of a disability at
               age 60 (or age 55 in the case of a
               Participant in the Corporation's tax
               qualified Retirement Benefit Plan for
               Employees who is described in Section 2 of
               Article XI of said plan) or later shall be
               entitled to receive a total retirement
               benefit equivalent to the percentage of the
               average of such Key Person's highest three
               years of earnings within the last ten years
               of employment with the Corporation that is
               determined as follows:  (i) the percentage
               benefit shall be 45% for each Key Person who
               has ten years of service; (ii) the percentage
               amount shall be increased by one percentage
               point per year for each additional full year
               of Service up to a maximum of 74% for thirty-
               nine or more years of service.  For the
               purpose of determining the earnings of a Key
               Person who is a participant in the
               Corporation's Annual Executive Incentive
               Compensation Plan or Performance Share Plan
               there shall be excluded any amounts received
               pursuant to such plans.

               From the amount determined in accordance with
               the provisions of this paragraph there shall
               be subtracted (i) any amounts received by the
               Key Person from the Corporation's tax
               qualified Retirement Benefit Plan for
               Employees (prior to reduction for the
               survivor's benefit or ten year certain
               benefit) and (ii) any social security
               benefits which the Key Person is eligible or
               expected to become eligible to receive as
               determined by the Plan Administrator.  If
               after the subtraction there remains a
               positive amount, that amount shall be paid by
               the Corporation as an additional benefit to
               the Key Person in accordance with the terms
               of this Plan.

               For purposes of making the subtraction
               set forth in the previous paragraph, if
               a Key Person retires at or after age 60
               (or age 55 in the case of a Participant
               in the Corporation's tax qualified
               Retirement Benefit Plan for Employees
               who is described in Section 2 of Article
               XI of said plan) and prior to age 62,
               the amount of social security benefits
               subtracted will be the amount of
               estimated social security benefits that
               the Plan Administrator estimates that
               the Key Person would have received if he
               had retired at age 62.

     This amendment is effective as of September 1, 1993.


     3.  Paragraph 4A is hereby amended by substituting the
phrase "75% for forty" for the phrase "74% for thirty-nine" in
the text of said paragraph.
     This amendment is effective as of January 1, 1994.