SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report May 1, 1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Date of earliest event reported) Energy East Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Exact name of registrant as specified in its charter) New York 333-37997 14-1798693 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) One Commerce Plaza, Suite 2006A-20th Floor, Albany, NY 12260 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Address of principal executive offices) (Zip Code) 518-434-3014 Registrant's telephone number, including area code . . . . . . NA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Former name or former address, if changed since last report) Item 5. Other Events On May 1, 1998, New York State Electric & Gas Corporation (NYSEG) was reorganized into a holding company structure pursuant to an Agreement and Plan of Share Exchange (Plan of Exchange) between NYSEG and Energy East Corporation (Energy East). The Plan of Exchange was approved on April 29, 1998, by more than two-thirds of the outstanding NYSEG Common Stock entitled to vote. As part of the reorganization, all of the outstanding shares of NYSEG Common Stock ($6.66 2/3 Par Value) were exchanged on a share-for-share basis for shares of Energy East Common Stock, par value $.01 per share, and NYSEG became a subsidiary of Energy East. The preferred stock and debt of NYSEG were not exchanged and remain securities of NYSEG. The Common Stock of NYSEG was registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (Exchange Act), and listed on the New York Stock Exchange. NYSEG is delisting its Common Stock from the New York Stock Exchange and filing a Form 15 with the Securities and Exchange Commission to terminate the registration under the Exchange Act of its Common Stock. Pursuant to Rule 12g-3(a) under the Exchange Act, the Energy East Common Stock is deemed to be registered under Section 12(b) of the Exchange Act. The Energy East Common Stock was approved for listing on the New York Stock Exchange. Item 7. Financial Statements and Exhibits. See Exhibit Index. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ENERGY EAST CORPORATION (Registrant) By Kenneth M. Jasinski Kenneth M. Jasinski Senior Vice President and General Counsel Date: May 1, 1998 EXHIBIT INDEX The following exhibits are incorporated herein by reference: Exhibit As No. Filed In Exhibit No. 2-1 - Agreement and Plan of Share Exchange between New York State Electric & Gas Corporation and Energy East Corporation - Registration No. 333-37997. . . . . . . . 2-1 99-1 - Restated Certificate of Incorporation of Energy East Corporation filed in the Office of the Secretary of State of the State of New York on April 23, 1998 - post-effective amendment no. 1 to Registration No. 033-54155. . . . . . . . 4-1 99-2 - By-Laws of Energy East Corporation as amended April 23, 1998 - post-effective amendment no. 1 to Registration No. 033-54155 . . . . . . . . . . . . . . . . 4-2