Exhibit 3-16

                 NEW YORK STATE ELECTRIC & GAS CORPORATION


          I, Daniel W. Farley, Vice President and Secretary of New
York State Electric & Gas Corporation, do hereby certify that:
          On March 20, 1957, more than a majority of the votes
entitled to be cast by the holders of the outstanding shares of
Serial Preferred Stock consented to the following:

               "To the issuance or assumption by the Corporation,
          at any time or from time to time, of unsecured notes,
          debentures, or other securities representing unsecured
          indebtedness, not exceeding $10,000,000 in aggregate
          principal amount at any time outstanding (herein called
          "additional securities"), in addition to such securities
          representing unsecured indebtedness as are outstanding
          pursuant to prior consents and as are permitted to be
          issued or assumed without consent by the provisions of
          Article 9(I)B(3) of said Certificate of Incorporation,
          which additional securities shall be excluded for all
          purposes from the provisions of said Article 9(I)B;
          provided, however, that this consent shall terminate and
          be of no further force or effect upon the authorization,
          execution and filing with the Department of State of the
          State of New York, pursuant to the provisions of Article
          4 of the Stock Corporation Law, of an amendment to said
          Certificate of Incorporation (1) increasing the
          percentage of unsecured indebtedness contained in said
          Article 9(I)B(3) from 10% to 15%, and (2) excluding for
          all purposes from the provisions of said Article 9(I)B
          securities representing unsecured indebtedness issued or
          assumed by the Corporation for the refunding of
          outstanding securities representing secured indebtedness,
          with the proviso that no securities representing secured
          indebtedness may be issued with respect to such refunded
          secured indebtedness unless the securities representing
          unsecured indebtedness (or any renewal, replacement or
          refunding thereof) theretofore issued to refund such
          secured indebtedness have been discharged or provision
          made for the discharge thereof."

          IN WITNESS WHEREOF, I have hereunto set my hand this 10th
day of May, 1999.
                                    /s/  Daniel Farley         
                                   Daniel W. Farley
                                   Vice President and Secretary

                NEW YORK STATE ELECTRIC & GAS CORPORATION



          I, Daniel W. Farley, Vice President and Secretary of New
York State Electric & Gas Corporation, do hereby certify that:
          On May 9, 1975, more than a majority of the votes
entitled to be cast by the holders of the outstanding shares of
Serial Preferred Stock consented to the following:

               "RESOLVED, that pursuant to the provisions of
          Article 5(I)B of the Certificate of Incorporation, as
          amended, the holders of the Serial Preferred Stock of the
          Corporation hereby consent to exclude the aggregate
          principal amount of any and all unsecured notes,
          debentures or other securities representing unsecured
          indebtedness that the Corporation may issue or assume to
          evidence its obligations to public corporations or
          governmental bodies, authorities or similar
          instrumentalities that issue tax-exempt securities for
          the purpose of financing, directly or indirectly, the
          cost of facilities used or to be used by the Corporation
          or in connection with the Corporation's business or
          operations which are designed to eliminate, mitigate, or
          prevent air or water pollution or radiation emissions or
          otherwise to prevent or ameliorate potentially adverse
          side effects of the Corporation's business or operations
          on the environment or public health, from the computation
          of the total principal amount of unsecured indebtedness
          which the Corporation may have outstanding under Article
          5(I)B(3) of its Certificate of Incorporation."

          IN WITNESS WHEREOF, I have hereunto set my hand this 10th
day of May, 1999.
                                    /s/   Daniel Farley        
                                   Daniel W. Farley
                                   Vice President and Secretary

                 NEW YORK STATE ELECTRIC & GAS CORPORATION


          I, Daniel W. Farley, Vice President and Secretary of New
York State Electric & Gas Corporation, do hereby certify that:
          On April 1, 1999, more than a majority of the votes
entitled to be cast by the holders of the outstanding shares of
Serial Preferred Stock consented to the following:

               "To the issuance by the Company of up to $1.2
          billion of unsecured indebtedness in excess of unsecured
          indebtedness presently authorized, permitted or
          previously consented to under the Company's Restated
          Certificate of Incorporation, as amended."

          IN WITNESS WHEREOF, I have set my hand this 10th day of
May, 1999.
                                    /s/  Daniel Farley         
                                   Daniel W. Farley
                                   Vice President and Secretary