EXHIBIT 10-55



                  FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


     THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT ("First
Amendment"), dated as of the 11th day of October, 1996, is made
and entered into by and between New York State Electric & Gas
Corporation, a New York corporation (the "Company"), and Wesley
W. von Schack ("Executive") and amends certain provisions of the
Employment Agreement, dated as of August 7, 1996 ("Employment
Agreement"), by and between the Company and the Executive.

     WHEREAS, in order to clarify the obligation of the Company
to make a payment in connection with the transfer of the Life
Insurance Policy (as defined in the Employment Agreement) from
DQE, Inc. to the Company, the parties hereto have agreed to amend
Section 5.5 of the Employment Agreement.

     NOW, THEREFORE, the parties hereto agree as follows:

          1.   Section 5.5 of the Employment Agreement is hereby
     amended to read in its entirety as follows:

          5.5  Transition Payments.  Except as otherwise 
          provided in the second paragraph of this Section
          5.5, the Company agrees to pay to the Executive,
          as an offset to any losses the Executive may incur
          as a result of joining the Company, the sum of
          $195,000 less any amount the Executive receives,
          or becomes entitled to receive, as a bonus for the
          calendar year 1996 from DQE, Inc. or Duquesne
          Light Company ("Prior Employers").  Such amount
          shall be paid to the Executive no later than
          December 31, 1996.  The Executive agrees to
          promptly notify the Company of the amount of any
          bonus payments he receives, or becomes entitled to
          receive, for the calendar year 1996 from the Prior
          Employers.  In the event the Executive receives,
          or becomes entitled to receive, any bonus payment
          for the calendar year 1996 from the Prior
          Employers after payment by the Company as provided
          in this Section 5.5 has been made, the Executive
          will promptly remit to the Company the amount
          received or that he becomes entitled to receive.

          The Company agrees to make a payment in an amount
          not to exceed $96,000 in connection with the
          transfer of the Life Insurance Policy from DQE,
          Inc. to the Company; provided that, if the Company
          makes a payment of more than $40,170, the amount
          in excess of $40,170 shall be deducted from the
          amount that the Company is required to pay to the
          Executive pursuant to the first paragraph of this
          Section 5.5.

          The Company agrees to reimburse the Executive in
          accordance with the Company's Employee Relocation
          Policy for any moving expenses he incurs in moving
          himself and his family from Pittsburgh, PA to
          upstate New York.

          2.  Except as expressly modified hereby, the terms and
     provisions of the Employment Agreement remain in full force
     and effect.

     IN WITNESS WHEREOF, the parties have caused this First
Amendment to be duly executed and delivered by their respective
duly authorized representatives as of the date first above
written.



NEW YORK STATE ELECTRIC
  & GAS CORPORATION



By:s/Sherwood J. Rafferty             s/Wesley W. von Schack
   Sherwood J. Rafferty               Wesley W. von Schack
   Senior Vice President and
   Chief Financial Officer