Exhibit 10-42














                              AMENDMENT NO. 5

                                    to

                        THE PERFORMANCE SHARE PLAN

                                    of

                 NEW YORK STATE ELECTRIC & GAS CORPORATION

          The Performance Share Plan of New York State Electric &
Gas Corporation (the "Plan") is hereby amended, effective as of
January 1, 1996, as follows:

          1.   Article 3 of the Plan is hereby amended to read in
its entirety as follows:

          Except as provided below, effective January 1, 1996,
          participation in the Plan is limited to those
          individuals, or their successors in interest, who as of
          January 1, 1996 were no longer employees of the Company
          but who remained participants in the Plan by virtue of
          Article 7 hereof.  Each such individual will continue
          to remain a participant in the Plan until the
          expiration of the applicable time period described in
          Article 7.  Such individual shall remain eligible to
          receive cash awards, if any, determined by the
          Committee to be payable with respect to each year of
          participation, including the year the individual's
          participation terminates.  Awards for the year of
          termination shall be prorated to reflect the number of
          full months of participation in the Plan in that
          calendar year.  Upon determination by the Committee of
          awards for the year an individual's participation
          terminates and the payment of any cash awards, all of
          the Performance Shares and Dividend Performance Shares
          in the Performance Share Account of such individual
          shall be automatically cancelled.

          Individuals with Performance Shares and Dividend
          Performance Shares in their Performance Share Accounts
          who as of January 1, 1996 are employees of the Company
          shall as of said date no longer participate in this
          Plan, provided, however, that such individuals shall be
          entitled to receive cash awards, if any, determined by
          the Committee to be payable with respect to the year
          ended December 31, 1995.  Upon such determination by
          the Committee and the payment of any cash awards, all
          of the Performance Shares and Dividend Performance
          Shares in the Performance Share Accounts of such
          individuals shall be automatically cancelled.

          2.  Article 7 of the Plan is hereby amended by deleting
the second sentence of said Article.

          3.  The second sentence of Article 12 of the Plan is
hereby amended by substituting "June 30, 1998" for "June 30,
2001."