SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C.  20549

                                 FORM 10-Q

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE      
     SECURITIES EXCHANGE ACT OF 1934

                                      September 30, 1998
For the quarterly period ended. . . . . . . .. . . . . . . . . . 

                                    OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE     
     SECURITIES EXCHANGE ACT OF 1934

For the transition period from. . . . . . . .to. . . . . . . . . 

                                 1-3103-2
Commission file number. . . . . . . . . . . .. . . . . . . . . . 


                 New York State Electric & Gas Corporation
 . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . 
          (Exact name of registrant as specified in its charter)


          New York                      15-0398550
 . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . 
     (State or other jurisdiction of        (I.R.S. Employer
      incorporation or organization)         Identification No.)

  P.O. Box 3287, Ithaca, New York               14852-3287 
 . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . 
(Address of principal executive offices)        (Zip Code)

                                                     607 347-4131
Registrant's telephone number, including area code . . . . . . . 

                                    N/A
 . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . 
    Former name, former address and former fiscal year, if changed    
  since last report.


     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                      Yes [x]         No [ ]

     The number of shares of common stock (par value $6.66 2/3
per share) outstanding as of October 31, 1998 was 64,508,477. All
shares were held by Energy East Corporation.

                            TABLE OF CONTENTS
                                    
                                 PART I
                                    
                                    
                                                            Page

Item 1.      Financial Statements . . . . . . . . . . . . . .  1
    

Item 2.      Management's Discussion and Analysis of
             Financial Condition and Results of Operations
             (a)    Liquidity and Capital Resources . . . . .  7
             (b)    Results of Operations . . . . . . . . . . 12





                                 PART II

Item 1.      Legal Proceedings. . . . . . . . . . . . . . . . 15

Item 6.      Exhibits and Reports on Form 8-K
             (a)    Exhibits. . . . . . . . . . . . . . . . . 16
             (b)    Reports on Form 8-K . . . . . . . . . . . 16



Signature . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . 17


                          PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements

                    New York State Electric & Gas Corporation
                 Consolidated Statements of Income - (Unaudited)



Periods Ended September 30                Three Months         Nine Months    
                                          1998     1997      1998       1997  
                                         (Thousands, except per share amounts)
Operating Revenues
 Electric . . . . . . . . . . . . . .  $407,740 $456,530 $1,318,096 $1,319,253 
 Natural gas. . . . . . . . . . . . .    37,576   36,299    213,755    232,083
                                        -------  -------  ---------  --------- 
      Total Operating Revenues. . . .   445,316  492,829  1,531,851  1,551,336
                                        -------  -------  ---------  ---------  
Operating Expenses
 Fuel used in electric generation 
  and electricity purchased . . . . .   152,304  163,416    521,227    467,564  
 Natural gas purchased. . . . . . . .    23,537   21,608    111,925    110,477  
 Other operating expenses . . . . . .    73,077  106,494    213,636    267,022
 Maintenance. . . . . . . . . . . . .    17,795   25,359     70,445     79,826
 Depreciation and amortization. . . .    28,573   46,062    113,211    142,378
 Other taxes. . . . . . . . . . . . .    46,418   49,064    147,318    152,973 
                                        -------  -------  ---------  ---------  
      Total Operating Expenses. . . .   341,704  412,003  1,177,762  1,220,240 
                                        -------  -------  ---------  --------- 
Operating Income. . . . . . . . . . .   103,612   80,826    354,089    331,096
Interest Charges, Net . . . . . . . .    29,585   29,623     89,851     90,131 
Other Income and Deductions . . . . .     2,765    3,166      6,193     12,512
                                        -------  -------  ---------  ---------
Income Before Federal Income Taxes. .    71,262   48,037    258,045    228,453
Federal Income Taxes. . . . . . . . .    29,460   19,760    101,637     91,924 
                                        -------  -------  ---------  --------- 
Net Income. . . . . . . . . . . . . .    41,802   28,277    156,408    136,529 
Preferred Stock Dividends . . . . . .     2,351    2,348      6,880      7,015
                                        -------  -------  ---------  --------- 
Earnings Available for Common Stock .   $39,451  $25,929   $149,528   $129,514  
                                        =======  =======  =========  ========= 

















The notes on page 6 are an integral part of the financial statements.

Item 1. Financial Statements (Cont'd)

                    New York State Electric & Gas Corporation
                    Consolidated Balance Sheets - (Unaudited)
                                         
                                                          Sep. 30,     Dec. 31,
                                                            1998         1997  
                                                               (Thousands)
Assets
  
Current Assets
 Cash and cash equivalents. . . . . . . . . . . . . . .     $2,807      $8,168
 Special deposits . . . . . . . . . . . . . . . . . . .      4,498       3,170
 Accounts receivable, net . . . . . . . . . . . . . . .     87,739     189,008
 Loan receivable - associated company . . . . . . . . .    132,516        -
 Fuel, at average cost. . . . . . . . . . . . . . . . .     25,413      43,706
 Materials and supplies, at average cost. . . . . . . .      9,154      41,561
 Prepayments. . . . . . . . . . . . . . . . . . . . . .     99,007      68,452
 Accumulated deferred federal income 
   tax benefits, net. . . . . . . . . . . . . . . . . .       -          2,148
                                                        ----------  ----------
    Total Current Assets. . . . . . . . . . . . . . . .    361,134     356,213

Utility Plant, at Original Cost
 Electric . . . . . . . . . . . . . . . . . . . . . . .  3,355,878   5,234,725 
 Natural gas. . . . . . . . . . . . . . . . . . . . . .    591,864     576,683
 Common . . . . . . . . . . . . . . . . . . . . . . . .    145,476     152,034 
                                                        ----------  ---------- 
                                                         4,093,218   5,963,442
 Less accumulated depreciation. . . . . . . . . . . . .  1,348,352   2,093,274
                                                        ----------   ---------- 
    Net Utility Plant in Service. . . . . . . . . . . .  2,744,866   3,870,168 
 Construction work in progress. . . . . . . . . . . . .     24,438      52,104
                                                        ----------  ----------  
    Total Utility Plant . . . . . . . . . . . . . . . .  2,769,304   3,922,272

Other Property and Investments, Net . . . . . . . . . .     58,924     143,449

Regulatory and Other Assets
 Regulatory assets
  Unfunded future federal income taxes. . . . . . . . .    190,014     243,129
  Unamortized debt expense. . . . . . . . . . . . . . .     72,752      76,418
  Demand-side management program costs. . . . . . . . .     64,466      64,466
  Environmental remediation costs . . . . . . . . . . .     61,800      82,900
  Other . . . . . . . . . . . . . . . . . . . . . . . .    131,238     113,637
                                                        ----------  ----------
 Total regulatory assets. . . . . . . . . . . . . . . .    520,270     580,550

 Other assets . . . . . . . . . . . . . . . . . . . . .     30,928      26,197
                                                        ----------  ----------
    Total Regulatory and Other Assets . . . . . . . . .    551,198     606,747
                                                        ----------  ----------  
    Total Assets. . . . . . . . . . . . . . . . . . . . $3,740,560  $5,028,681
                                                        ==========  ========== 
  


The notes on page 6 are an integral part of the financial statements.

Item 1. Financial Statements (Cont'd)

                    New York State Electric & Gas Corporation
                    Consolidated Balance Sheets - (Unaudited)
                                        
                                                         Sep. 30,    Dec. 31,
Liabilities                                                1998        1997   
                                                              (Thousands)
Current Liabilities
 Current portion of long-term debt. . . . . . . . . . .     $1,090    $38,240
 Commercial paper . . . . . . . . . . . . . . . . . . .     59,900     58,000
 Accounts payable and accrued liabilities . . . . . . .    136,481    124,981
 Interest accrued . . . . . . . . . . . . . . . . . . .     35,362     20,500
 Taxes accrued. . . . . . . . . . . . . . . . . . . . .     42,309      6,146  
 Other. . . . . . . . . . . . . . . . . . . . . . . . .     63,390     79,631
                                                        ---------- ---------- 
   Total Current Liabilities. . . . . . . . . . . . . .    338,532    327,498

Regulatory and Other Liabilities
 Regulatory liabilities
  Deferred income taxes . . . . . . . . . . . . . . . .    100,381     81,986
  Deferred income taxes - unfunded future federal
   income taxes . . . . . . . . . . . . . . . . . . . .     74,159     99,126
  Other . . . . . . . . . . . . . . . . . . . . . . . .     43,453     79,709
                                                        ---------- ---------- 
 Total regulatory liabilities . . . . . . . . . . . . .    217,993    260,821

 Other liabilities
  Deferred income taxes . . . . . . . . . . . . . . . .    440,999    753,722
  Other postretirement benefits . . . . . . . . . . . .    136,770    117,760
  Environmental remediation costs . . . . . . . . . . .     81,800     82,900
  Other . . . . . . . . . . . . . . . . . . . . . . . .     77,680     73,021
                                                        ---------- --------- 
 Total other liabilities. . . . . . . . . . . . . . . .    737,249  1,027,403

 Long-term debt . . . . . . . . . . . . . . . . . . . .  1,414,297  1,450,224
                                                        ---------- ----------
    Total Liabilities . . . . . . . . . . . . . . . . .  2,708,071  3,065,946

 Commitments                                                 -          - 
 Preferred Stock Redeemable Solely at the 
   Option of the Company. . . . . . . . . . . . . . . .    104,440    134,440
 Preferred Stock Subject to Mandatory 
   Redemption Requirements. . . . . . . . . . . . . . .     25,000     25,000

 Common Stock Equity 
  Common stock. . . . . . . . . . . . . . . . . . . . .    430,057    462,250  
  Capital in excess of par value. . . . . . . . . . . .    430,114    811,648  
  Retained earnings . . . . . . . . . . . . . . . . . .     42,878    568,844
  Treasury stock. . . . . . . . . . . . . . . . . . . .       -       (39,447)
                                                        ---------- ---------- 
    Total Common Stock Equity . . . . . . . . . . . . .    903,049  1,803,295
                                                        ---------- ---------- 
    Total Liabilities and Stockholder's Equity  . . . . $3,740,560 $5,028,681
                                                        ========== ==========
The notes on page 6 are an integral part of the financial statements.

Item 1. Financial Statements (Cont'd)

  New York State Electric & Gas Corporation
    Consolidated Statements of Cash Flows - (Unaudited)

                                                         Nine Months    
Periods Ended September 30                             1998        1997 
                                                          (Thousands)

Operating Activities
 Net income . . . . . . . . . . . . . . . . . . .  $156,408   $136,529
 Adjustments to reconcile net income to net cash 
  provided by operating activities
   Depreciation and amortization. . . . . . . . .   113,211    142,378
   Federal income taxes and investment tax credits 
     deferred, net .  . . . . . . . . . . . . . .      (936)   (23,164)
 Changes in current operating assets and liabilities
   Accounts receivable. . . . . . . . . . . . . .   101,269     68,630
   Loan receivable. . . . . . . . . . . . . . . .  (132,516)      -
   Inventory. . . . . . . . . . . . . . . . . . .    50,700     (5,870)
   Prepayments. . . . . . . . . . . . . . . . . .   (30,555)    (4,253)
   Accounts payable and accrued liabilities . . .    11,500    (25,177)
   Taxes accrued. . . . . . . . . . . . . . . . .    36,163     39,278
   Interest accrued . . . . . . . . . . . . . . .    14,862     13,354
 Other, net . . . . . . . . . . . . . . . . . . .    79,492     63,736
                                                     --------   -------- 
    Net Cash Provided by Operating Activities . .   399,598    405,441
                                                     --------   --------
Investing Activities
 Utility plant additions. . . . . . . . . . . . .   (94,657)   (90,821)
 Proceeds from governmental and other sources . .       319      1,041
 Other property and investment additions. . . . .    25,670    (53,179)
                                                     --------   -------- 
    Net Cash Used in Investing Activities . . . .   (68,668)  (142,959)
                                                     --------   -------- 
Financing Activities
 Repurchase of common stock . . . . . . . . . . .  (114,023)    (7,245)
 Purchase of treasury stock . . . . . . . . . . .      -       (39,565)
 Repayments of first mortgage bonds and 
    preferred stock, including net premiums . . .   (60,600)   (73,000)
 Changes in funds set aside for first
    mortgage bond repayments. . . . . . . . . . .      -        25,000
 Long-term notes, net . . . . . . . . . . . . . .     1,465     (4,339)
 Commercial paper, net. . . . . . . . . . . . . .     1,900    (84,900)
 Dividends on common and preferred stock. . . . .  (165,033)   (79,030)
                                                     --------   -------- 
    Net Cash Used in Financing Activities . . . .  (336,291)  (263,079)
                                                     --------   -------- 
Net Decrease in Cash and Cash Equivalents . . . .    (5,361)      (597)
Cash and Cash Equivalents, Beginning of Period. .     8,168      8,253
                                                     --------   -------- 
Cash and Cash Equivalents, End of Period. . . . .    $2,807     $7,656
                                                     ========   ======== 
Supplemental Disclosure of Cash Flows Information
 Cash paid during the period
  Interest, net of amounts capitalized. . . . . .   $62,179    $66,652
  Income taxes. . . . . . . . . . . . . . . . . .   $62,349    $74,246


The notes on page 6 are an integral part of the financial statements.

Item 1. Financial Statements (Cont'd)


                    New York State Electric & Gas Corporation
            Consolidated Statements of Retained Earnings - (Unaudited)



                                                       Nine Months       
Periods ended September 30,                           1998      1997  
                                                        (Thousands)

Balance, beginning of period. . . . . . . . .    $568,844  $489,129
Add net income. . . . . . . . . . . . . . . .     156,408   136,529
                                                   --------  --------
                                                    725,252   625,658

Deduct dividends on capital stock
 Preferred. . . . . . . . . . . . . . . . . .       6,880     7,015
 Common . . . . . . . . . . . . . . . . . . .     158,153    71,870
                                                   --------  --------
                                                    165,033    78,885


Deduct transfer of NGE Generation, Inc. and NGE
 Enterprises, Inc. to parent. . . . . . . . .     517,341      -   
                                                   --------  --------

Balance, end of period. . . . . . . . . . . .     $42,878  $546,773
                                                   ========  ========




























The notes on page 6 are an integral part of the financial statements.

Item 1.   Financial Statements (Cont'd)

Note 1.   Holding Company Formation

     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 between NYSEG and
Energy East Corporation. Each outstanding share of NYSEG's common
stock was exchanged for one share of Energy East's common stock
and Energy East became the parent of NYSEG. Energy East's common
stock is listed on the New York Stock Exchange under the symbol
NEG. NYSEG's common stock was delisted from the New York Stock
Exchange. The preferred stock and debt of NYSEG were not
exchanged and remain securities of NYSEG. The unaudited
consolidated financial statements reflect the transfer at book
value of NYSEG's ownership interests in NGE Generation, Inc. and
NGE Enterprises, Inc. to Energy East, and its ownership interest
in Somerset Railroad Corporation to NGE Generation. These
transfers reduced NYSEG's assets by $1,101 million, its
liabilities by $321 million and its common stock equity by $780
million. (See Item 2(a) - Liquidity and Capital Resources -
Electric Business, Sale of our Coal-fired Generation Assets.)

Note 2.   Principles of Consolidation

     Our 1997 consolidated financial statements include assets
transferred to NGE Generation in February 1998, NGE Enterprises
and Somerset Railroad. Our 1998 consolidated financial statements
exclude NGE Generation and NGE Enterprises as of May 1, 1998, the
effective date of the reorganization into a holding company
structure, and exclude Somerset Railroad as of July 31, 1998, the
effective date of its transfer to NGE Generation.

Note 3.   Unaudited Consolidated Financial Statements

     The accompanying unaudited consolidated financial statements
reflect all adjustments which are, in the opinion of management,
necessary for a fair presentation of our consolidated results for
the interim periods.  All such adjustments, other than those
related to the reorganization into a holding company structure
noted above, are of a normal recurring nature.  The unaudited
consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes contained in
our annual report for the year ended December 31, 1997.  Due to
the seasonal nature of our operations, financial results for
interim periods are not necessarily indicative of trends for a
twelve-month period.

Note 4.   Reclassifications

     Certain amounts have been reclassified on the consolidated
financial statements to conform with the 1998 presentation.

Item 2.  Management's discussion and analysis of financial
condition and results of operations

(a) Liquidity and Capital Resources

Competitive Conditions (See our Form 10-K for the fiscal year
ended December 31, 1997, Item 7 - Liquidity and Capital Resources
- - Competitive Conditions - Electric Industry, Natural Gas
Industry and Accounting Issues; and our Form 10-Q for the quarter
ended June 30, 1998, Item 2(a) - Liquidity and Capital Resources
- - Competitive Conditions - Holding Company Structure, Electric
Industry and Natural Gas Industry.)

Electric Business

Sale of our Coal-fired Generation Assets:  Taking advantage of a
strong market for generation assets in the Northeast, we put our
seven coal-fired stations and associated assets and liabilities
up for auction earlier this year. Offers totaling $1.85 billion
were accepted from The AES Corporation and Edison Mission Energy
in August 1998 for those generation assets.

     All proceeds, net of taxes and transaction costs, in excess
of the net book value of the generation assets, less funded
deferred taxes, will be used to write down our 18% investment in
Nine Mile Point nuclear generating unit No. 2. This treatment is
in accordance with our restructuring plan approved by the Public
Service Commission of the State of New York in January 1998.
There are a number of items such as depreciation, book value of
inventories, taxes and the exact date of the closing that will
affect the financial statements as we continue to precisely
define the specific costs of the items included in the
transactions. Any differences will affect the net proceeds. 
 
     On November 4, 1998, we received approval of the sales from
the PSC. Other regulatory approvals are expected by the end of
1998, and we expect the sales to close by the end of the first
quarter of 1999. 

     We are also developing strategies to satisfy our remaining
energy requirements in New York after the coal-fired stations are
sold and have requested firm proposals for power to meet those
energy requirements. The power may be purchased at market prices
that exceed the cost to generate the power from the coal-fired
stations, which would increase our operating expenses. We expect
to finalize these strategies by the end of 1998.

     In approving the sale of the coal-fired stations, the PSC
stated that the $400 million in excess proceeds will be reflected
as a reduction of rate base in the calculation of earnings
subject to the 12% annual earnings cap in our electric return on
equity calculation, with earnings in excess of 12% being returned
to customers. The methodology for reflecting the $400 million
excess in the earnings cap has not been determined and,
therefore, we are unable to predict what effect, if any, this may
have on future earnings. 

New York Power Pool Restructuring: The Federal Energy Regulatory
Commission issued Orders 888 and 889 in 1996 to foster the
development of competitive wholesale electricity markets by
opening up transmission services and to address the resulting
stranded costs. In subsequent orders the FERC generally affirmed
Orders 888 and 889. Various parties, including us, have appealed
these orders in the United States Court of Appeals for the D.C.
Circuit.  

     In response to Order 888, the New York Power Pool submitted
a compliance filing to the FERC that was accepted in 1997.  NYPP
members submitted additional filings to the FERC in 1997
proposing the restructuring of the NYPP by establishing a New
York Independent System Operator, a Power Exchange and a New York
State Reliability Council. The FERC approved the formation of the
system operator and reliability council in June 1998 and
indicated that it would rule on the rates, terms and conditions
of service to be implemented by the system operator under the
system operator's tariff at a later time. These additional FERC
rulings are needed before the system operator, the reliability
council and the restructured market can begin operating. We are
unable to predict the outcome that the remaining FERC proceedings
will have on the system operator and their ultimate effect on our
financial position or results of operations. 


Natural Gas Business

Natural Gas Rate Agreement:  We filed a natural gas rate
agreement with the PSC in May 1998. This agreement cuts prices
for most customers by reducing natural gas revenues by $26.9
million, or 2.2%, over the course of the agreement.  The PSC
approved the agreement in September 1998 after making certain
modifications, which included assuring that no customer receive a
rate increase.  After seeking clarification of the modifications
from the PSC Staff, we accepted the PSC Order with the
clarifications and one modification.  We requested that the
present rates for certain areas be maintained.  We are waiting
for a response from the PSC.

Role of Local Distribution Companies:  The PSC issued a press
release on October 7, 1998, setting forth its vision for
furthering competition in the natural gas industry in New York
State. The PSC's vision is based on their Staff's Report issued
in September 1997 and calls for natural gas utilities to become
only transporters of natural gas over a three to seven year
period. We believe the competitive marketplace, not the PSC,
should decide who will be the suppliers of natural gas and that
removing natural gas utilities from this role will result in
higher prices to consumers. Recently we received the PSC's policy
statement related to this issue. We have not yet determined its
effect on us.


Year 2000

     Many of our computer systems, which include mainframe
systems and special-purpose systems, refer to years in terms of
their final two digits only. Such systems may interpret the year
2000 as the year 1900. If not corrected, those systems could
cause us to, among other things, issue inaccurate bills, report
inaccurate data or incur energy delivery problems. 

     We are working diligently to identify and address all of our
systems affected by this problem. We have identified and taken
appropriate corrective action on all of our mainframe systems.
Those systems are now able to process year 2000 and beyond
transactions. 

     We have identified over 5,000 items in our special-purpose
systems that are potentially affected by the Year 2000 problem.
We have fixed, eliminated, replaced or found no problem with over
80% of these items. However, additional items in our special-
purpose systems continue to be identified as we fully review our
systems. We expect our review of our special-purpose systems and
appropriate corrective action to be completed in early 1999,
except for our desktop computers. All of our desktop computers
will be replaced or certified Year 2000 compliant by the end of
the second quarter of 1999. 

     Our review of our computer systems revealed that most of
those requiring modifications or "fixes" do not control the
delivery of electricity and natural gas to our customers. Instead
they affect human resources, financial accounting, materials
management and other areas.

     The Year 2000 issue could also adversely affect us if third
parties such as business partners, government agencies, other
utilities, financial institutions, suppliers and customers fail
to correct their Year 2000 problems. We have contacted key
external parties to determine the status of their Year 2000
programs. Some have not responded satisfactorily, and some have
not responded at all. Some contingency plans that we are
developing will assume that such third parties will not be Year
2000 compliant.
      
     Identifying and addressing systems affected by the Year 2000
problem has been a high priority. Senior management began
investigating the Year 2000 problem in 1996. Through the third
quarter of 1998 we have spent approximately $8.5 million and
expect to spend an additional $3.0 million before we finish.
These amounts are being expensed as incurred and are being
financed entirely with internally generated funds. At this time
we believe that we have allocated adequate resources to address
our Year 2000 issues.


     Our Year 2000 program is progressing on schedule and we
believe we are taking all necessary steps to address this issue
successfully. As part of our normal business practice we have
plans in place for use during emergencies, some of which could
arise from Year 2000 problems.  We are completing contingency
plans to specifically address reasonably likely worst case
scenarios that could arise as a result of the Year 2000 problem.
These scenarios include interruption or failure of normal
business activities or operations such as a partial electrical
and/or natural gas system shutdown; customer service, customer
information system or communication system failure; generating
station outages; the ability to issue accurate and timely bills;
and the ability to maintain continuous operation of our computer
systems. We expect to have our contingency plans tested and ready
by mid-1999. 

     The PSC issued an Order on October 30, 1998, adopting a July
1, 1999 deadline for New York utilities to complete their Year
2000 readiness programs for "mission critical" systems that are
necessary to provide safe and reliable service, and for
contingency plans. We believe that our Year 2000 readiness
program for mission critical systems and for contingency plans
will be completed by July 1, 1999.  The PSC Order requires the
filing of status reports with the PSC regarding certain Year 2000
issues by December 31, 1998 and July 1, 1999.


Investing and Financing Activities

Investing Activities

     Capital spending for the first nine months of 1998 were $95
million. We estimate our capital spending for 1998 will be about
$140 million, primarily for extension of service and necessary
improvements to existing facilities. This spending is expected to
be financed entirely with internally generated funds.

Financing Activities

     In July 1998 we redeemed, at a premium, $30 million of 6.48%
preferred stock.

    

Forward-Looking Statements

     This Form 10-Q contains certain forward-looking statements
that are based upon management's current expectations and
information that is currently available. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for forward-
looking statements in certain circumstances. Whenever used in
this report, the words "estimate," "expect," "believe," or
similar expressions are intended to identify such forward-looking
statements.  

     In addition to the assumptions and other factors referred to
specifically in connection with such statements, factors that
could cause actual results to differ materially from those
contemplated in any forward-looking statements include, among
others, the status of our progress in addressing the Year 2000
problem; the effect on us of other entities failing to adequately
address the Year 2000 problem; regulatory developments; the
rapidly changing and increasingly competitive electric and
natural gas utility markets; the ability to obtain adequate and
timely rate relief; nuclear or environmental incidents; legal or
administrative proceedings; business conditions; technological
developments; changes in the cost or availability of capital;
factors affecting the utility industry in general, such as
deregulation and unbundling of energy services; weather
conditions; changes in electric or natural gas supply or cost;
and other considerations that may be disclosed from time to time
in our publicly disseminated documents and filings.  We undertake
no obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or
otherwise.


(b) Results of Operations

                                Three Months Ended September 30,
                                     1998        1997     Change
                                        (Thousands)

Total Operating Revenues           $445,316    $492,829    (10%)
Operating Income                   $103,612     $80,826     28%
Earnings Available for
  Common Stock                      $39,451     $25,929     52%
                                                                

     After excluding the transfer of NGE Generation and NGE
Enterprises to our parent as part of the reorganization into a
holding company structure on May 1, 1998, and the effect of a
1997 nonrecurring charge, our earnings for the quarter increased
due to higher electric wholesale prices and higher electric
deliveries due to warmer than normal weather. 


                                 Nine Months Ended September 30,
                                     1998        1997     Change
                                     (Thousands)

Total Operating Revenues         $1,531,851  $1,551,336     (1%)
Operating Income                   $354,089    $331,096      7%
Earnings Available for
  Common Stock                     $149,528    $129,514     15%
                                                                

    After excluding the transfer of NGE Generation and NGE
Enterprises to our parent as part of the reorganization into a
holding company structure on May 1, 1998, and the effect of a
1997 nonrecurring charge, our earnings for the nine months
increased due to higher electric wholesale prices and higher
electric deliveries.  Those increases were partially offset by
lower natural gas retail deliveries as a result of warmer weather
this past winter.
Operating Results by Business Segment

Electric                         Three Months Ended September 30,
                                     1998        1997     Change
                                        (Thousands)
Retail Deliveries-
  Megawatt-hours                      3,432       3,278      5% 
Operating Revenues                 $407,740    $456,530    (11%)
Operating Expenses                 $293,291    $362,942    (19%)
Operating Income                   $114,449     $93,588     22%
                                                                

     Electric retail deliveries increased because of warmer
weather this quarter.

     Excluding the effect of the transfer of NGE Generation and
NGE Enterprises to our parent company as part of the
reorganization into a holding company structure on May 1, 1998,
operating revenues increased due to higher electric deliveries.
And, operating expenses increased for the three months primarily
due to an increase in electricity purchased offset by a decrease
in other operating costs due to the effect of a 1997 nonrecurring
charge. 


                                  Nine Months Ended September 30,
                                     1998        1997     Change
                                        (Thousands)
Retail Deliveries-
  Megawatt-hours                      9,952       9,841      1% 
Operating Revenues               $1,318,096  $1,319,253      -
Operating Expenses                 $987,235  $1,029,850     (4%)
Operating Income                   $330,861    $289,403     14%
                                                                

     Excluding the effect of the transfer of NGE Generation and
NGE Enterprises to our parent company as part of the
reorganization into a holding company structure on May 1, 1998,
operating revenues for the nine months increased primarily due to
higher wholesale deliveries. And, operating expenses for the nine
months increased primarily due to an increase in electricity
purchased partially offset by a decrease in other operating costs
primarily due to the effect of a 1997 nonrecurring charge.


Natural Gas                      Three Months Ended September 30,
                                     1998        1997     Change
                                        (Thousands) 
Retail Deliveries-
   Dekatherms                         6,794       6,665      2% 
Operating Revenues                  $37,576     $36,299      4% 
Operating Expenses                  $48,413     $49,061     (1%)
Operating Income                   ($10,837)   ($12,762)    15%   
                                                                  

     The increase in natural gas operating revenues was primarily
due to higher wholesale deliveries. The decrease in operating
expenses was due to a decrease in other operating costs due to
the effect of a 1997 nonrecurring charge, partially offset by an
increase in natural gas purchased due to higher wholesale
deliveries.
     


                                  Nine Months Ended September 30,
                                     1998        1997     Change
                                        (Thousands) 
Retail Deliveries-
   Dekatherms                        37,378      40,973     (9%)
Operating Revenues                 $213,755    $232,083     (8%)
Operating Expenses                 $190,527    $190,390      -  
Operating Income                    $23,228     $41,693    (44%)
                                                                

     Natural gas retail deliveries decreased because of unusually
warm weather during this past winter.

     Natural gas operating revenues decreased for the nine months
due to lower retail deliveries, primarily due to warmer weather.
That decrease was partially offset by an increase in wholesale
deliveries and a more favorable sales mix.

PART II - OTHER INFORM                    ATION

Item 1.   Legal Proceedings

(a)  On May 22, 1998, we, along with fifteen other parties, 
received a special notice pursuant to the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980
from the U.S. Environmental Protection Agency, asking whether the
recipients wished to voluntarily finance or perform the remedial
design and remedial action at the Rosen Brothers Site in the City
of Cortland, New York. The estimated total present-worth cost of
the selected remedy is $3,140,000. The EPA also requested
reimbursement of past costs at the site of approximately
$692,000, plus interest.

     On September 25, 1998, we, along with approximately 12 other
parties, entered into a consent decree with the EPA under which
we and the other settling parties will perform the selected
remedy and reimburse the EPA for the requested amount of past
costs. The EPA has agreed not to sue us and to protect us from
other claims with respect to the response and remediation costs
at the Rosen Brothers Site. (See our Form 10-K for the fiscal
year ended December 31, 1997, Item 3. Legal Proceedings.)

(b)  On August 14, 1997, we were notified by the New York State
Department of Environmental Conservation that the NYSDEC was
contemplating enforcement action against us with respect to
violations of regulations concerning opacity of air emissions at
all of our New York coal-fired stations. We are in the process of
negotiating a consent decree with the NYSDEC under which we will
undertake to bring our New York coal-fired stations into
compliance with the opacity regulations. NYSDEC has also
indicated that it will include in the consent decree a penalty
for exceedances in 1997 of the nitrogen oxide cap at our coal-
fired stations. We will pay a penalty of less than $350,000, and
be liable to pay penalties for any future violations. We
anticipate that this decree will become final before the end of
1998.

Item 6.  Exhibits and Reports on Form 8-K

  (a) Exhibits - See Exhibit Index.

  (b) Reports on Form 8-K

      No reports on Form 8-K were filed during the quarter.




                            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.


                       NEW YORK STATE ELECTRIC & GAS CORPORATION
                                     (Registrant)



                       By          Sherwood J. Rafferty          
                                   Sherwood J. Rafferty
                                Senior Vice President and
                                 Chief Financial Officer
                               

Date:  November 13, 1998

                               EXHIBIT INDEX

(a)  The following exhibits are delivered with this report:

Exhibit No.

(A)10-55  -  Long-Term Executive Incentive Share Plan Amendment   
             No. 1.
   27     -  Financial Data Schedule.











































(A) Management contract or compensatory plan or arrangement.