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 (Date of earliest event reported):  August 1, 1994
 
 
                             NIAGARA MOHAWK POWER CORPORATION
               (Exact name of registrant as specified in its charter) 
 
 
 
State of New York           1-2987                   15-0265555     
(State or other       (Commission File Number)     (IRS Employer 
 jurisdiction of                                    Identification No.) 
 incorporation) 
 
 
 
300 Erie Boulevard West, Syracuse, N.Y.              13202        
(Address of principal executive offices)            (Zip Code) 
 
 
 
Registrant's telephone number, including area code:  (315) 474-1511  
 
 
 

  
Item 7:  Financial Statements and Exhibits. 
 
                 (c)  Exhibits.
 
                 (1)  Underwriting Agreement, dated as of August 1, 1994, 
between Niagara Mohawk Power Corporation and the Underwriters named
therein.  Incorporated by reference as Exhibit 1(d) to the Company's
Registration Statement No. 33-51073 in accordance with Item 601(b)(1) of
Regulation S-K.
 




 
                                    SIGNATURES 
 
 
                 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 hereunto duly authorized. 
 
                                   NIAGARA MOHAWK POWER CORPORATION
 
 
 
                                   By:/s/ Steven W. Tasker
                                   -----------------------
                                   Vice President-Controller
                                    and Principal Accounting Officer


Date:  August 8, 1994