EXHIBIT 10-51

                 AMENDMENT NO. ___ TO SEVERANCE AGREEMENT

     THIS AMENDMENT NO. ___ TO SEVERANCE AGREEMENT (the
"Amendment"), dated as of May 1, 1998, is made and entered into
by and between New York State Electric & Gas Corporation, a New
York corporation (the "Company"), and _____________ (the
"Executive"), and amends certain provisions of the Agreement,
dated as of _____________, as amended (the "Agreement"), by and
between the Company and the Executive.

     WHEREAS, the Company has become a subsidiary of Energy East
Corporation, a New York corporation ("Energy East"), on May 1,
1998 and wishes to amend the Severance Agreement in connection
therewith.

     NOW THEREFORE, the parties hereto agree as follows:

     1.     Except as otherwise provided herein, all references
in Sections 15(E), 15(P) and 15(Q), and the first reference in
the second sentence of Section 6.1 of the Agreement to "the
Company" shall be deemed to refer to Energy East.

     2.     Section 6.1(C) of the Agreement is amended by adding
after the words "Supplemental Executive Retirement Plan" wherever
they appear in such section the words "(or any successor plan").

     3.     Section 11 of the Agreement is renumbered Section
11.1 and a new Section 11.2 is added to the Agreement to read in
its entirety as follows:

     "11.2  References in this Agreement to employee benefit
      plans, compensation plans, incentive plans, pension plans,
      disability policies or similar plans, programs or
      arrangements of the Company include such plans, programs or
      arrangements of Energy East if maintained for the benefit
      of employees of the Company."

     4.     Sections 15(E)(II) and 15(Q)(IV) of the Agreement are
amended by adding after the word "Board" wherever it may appear
in such sections the words "of Directors of Energy East".

     5.     Section 15(E)(III) of the Agreement is amended by
replacing the words "employee benefit plan of the Company," in
such section with the words "employee benefit plan of Energy East
or any of its subsidiaries,".

     6.     Section 15(H) of the Agreement is amended by deleting
the parenthetical phrase thereof.

     7.     Section 15(J) of the Agreement is amended by adding
after the words "Disability Policy for Salaried Employees" the
words "(or any successor policy)".



     8.     A new section 15(V) is added to the Agreement to read
in its entirety as follows:

      "(V)  "Energy East" shall mean Energy East Corporation, a
      New York corporation."

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

     IN WITNESS WHEREOF, the parties have caused this Amendment
to be duly executed and delivered as of the date first above
written.

                                      NEW YORK STATE ELECTRIC &
                                         GAS CORPORATION 



                                      By:________________________
                                      Name:
                                      Title:



                                      ___________________________
                                            (the "Executive")