Exhibit 10-15


                              AMENDMENT NO. 2
                                    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") as heretofore amended, is hereby
amended, effective as of January 1, 1996, as follows:

1.   Article 1 is hereby amended to read in its entirety as
     follows:

          The purpose of this Plan is to provide persons who
          have served as Directors of New York State 
          Electric & Gas Corporation (the "Company") at any 
          time between the effective date of the Plan and
          December 31, 1995, inclusive, with retirement 
          benefits.  The Plan is not intended to provide
          retirement benefits to any person first elected a
          director after December 31, 1995.

2.   The definition of "Director" contained in Article 2(b) is
     hereby amended to read in its entirety as follows:

          "Director" shall mean a person who has served as a
          member of the Company's Board of Directors at any 
          time between the effective date of the Plan and
          December 31, 1995, inclusive.

3.   The definition of "Retainer" contained in Article 2(c) is
     hereby amended to read in its entirety as follows:

          "Retainer" shall mean the remuneration, expressed on an
          annual basis, payable to an individual in consideration
          for service as a director of the Company, including
          remuneration for service as a director after December
          31, 1995.  It shall not include any amounts received
          either as reimbursement of expenses incurred by a
          director or as payment for attending scheduled or
          special Meetings of the Board or its Committees or
          acting as a chair of any Committee.

4.   The phrase "Director of the Company" used in the second and
     third sentences of Article 2(e) is hereby amended to read
     "director of the Company".

5.   Article 4 is hereby amended to read in its entirety as
     follows:

          A Director shall become a Participant in the Plan 
          upon being credited with sixty (60) Months of 
          Service.  Directors who were elected prior to the
          effective date of the Plan will have their prior
          service as directors included in establishing 
          their eligibility and the amount of their 
          benefits.  Directors who were serving as directors 
          on December 31, 1995 and continue to serve as such
          after December 31, 1995 will have such service 
          after December 31, 1995 included in establishing
          their eligibility and the amount of their 
          benefits.  A Director who is also an officer of 
          the Company would qualify for retirement benefits 
          under this Plan only if such Director serves as a
          director after he or she ceases to be an officer 
          or served as a director before election as an 
          officer.  In either case, the Director's service
          as a director while also an officer will be 
          included in establishing the amount of the
          Director's retirement benefits.

6.   The first paragraph of Article 5 is hereby amended to read
     in its entirety as follows:

          A Participant in the Plan shall receive a monthly
          benefit equal to one-twelfth (1/12) of 100% of the
          highest Retainer in effect for the Participant
          during the period in which he or she served as a
          director, including the period after December 31, 
          1995.  The Participant's monthly benefit shall be
          reduced one one-hundred twentieth (1/120) for each
          Month of Service less than one hundred twenty 
          (120), provided however, that no such reduction 
          shall take place if a Director retires from the 
          Board on account of a disability which prevents 
          such Director from fulfilling the usual
          obligations of a director.

7.   The word "Director" as used in the table heading in Article
     5 and in the first sentence of Article 6 is hereby 
     amended to read "director".

8.   The last sentence of Article 6 is hereby amended by deleting
     the word "Salaried" from said sentence.