EXHIBIT 10-46


                              AMENDMENT NO. 4

                                    to

                       RETIREMENT PLAN FOR DIRECTORS

                                    of

                 NEW YORK STATE ELECTRIC & GAS CORPORATION

     The Retirement Plan for Directors ("Plan") of New York State
Electric & Gas Corporation, effective January 1, 1992, is hereby
amended as follows:
     1.   Article 2(c) of the Plan is hereby amended to read in
its entirety as follows:
          "Retainer" shall mean the cash remuneration, expressed
          on an annual basis, payable to an individual in
          consideration for service as a Director of the Company,
          including cash remuneration for service as a Director
          after December 31, 1995.  The term "Retainer" shall not
          include any amounts received either as a 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.        

     2.   The first sentence of the first paragraph of Article 6
of the Plan is hereby amended to read in its entirety as follows:
          Payout of a Participant's monthly benefit shall
          commence as of the first day of the calendar month next
          following the latest to occur of the following:  (i)
          the date on which the Participant ceases to serve as a
          director of the Company; (ii) the date on which the
          Participant ceases to serve as a director of Energy
          East; or (iii) the date on which the Participant
          attains age 65.