SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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Central Hudson Gas & Electric Corporation
- - - - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

Central Hudson Gas & Electric Corporation
- - - - --------------------------------------------------------------------------------
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CENTRAL HUDSON GAS & ELECTRIC CORPORATION
284 SOUTH AVENUE
POUGHKEEPSIE, NEW YORK 12601-4879

February 24, 1995

To the Holders of Common Stock:

The annual meeting of shareholders will be held at the Corporation's office
in Poughkeepsie, N.Y. on April 4, 1995. A formal Notice of the Annual Meeting
and Proxy Statement are attached hereto.

You are cordially invited to attend the annual meeting in person; if this
should be impossible, we request that you sign, date, and mail your proxy card
promptly.

Prompt return of your voted proxy will reduce the cost of further mailings.
You may revoke your voted proxy at any time prior to the meeting or vote in
person if you attend the meeting.

Last year, proxies were received from over 26,000 shareholders representing
85% of the outstanding stock. We hope that an equally fine response will be
forthcoming this year.

It is always a pleasure for me and the other members of the Board of
Directors to meet with our shareholders. We look forward to greeting as many of
you as possible at the meeting.

John E. Mack, III
Chairman of the Board
and Chief Executive Officer
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CENTRAL HUDSON GAS & ELECTRIC CORPORATION
284 SOUTH AVENUE
POUGHKEEPSIE, NEW YORK 12601-4879

NOTICE OF ANNUAL MEETING

February 24, 1995

To the Holders of Common Stock:

NOTICE IS HEREBY GIVEN that the annual meeting of the shareholders of
Central Hudson Gas & Electric Corporation will be held at the office of the
Corporation, 284 South Avenue, in the City of Poughkeepsie, Dutchess County, New
York, on TUESDAY, APRIL 4, 1995 AT 10:30 A.M., for the following purposes:

(1) To elect directors for the ensuing year;

(2) To ratify the appointment of Price Waterhouse LLP as independent
public accountants for the year 1995; and

(3) To take action upon any other matters that may properly come before
the meeting.

By Order of the Board of Directors,

Ellen Ahearn
Secretary
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PROXY STATEMENT

The enclosed proxy is being solicited by the Board of Directors of the
Corporation for use in connection with the annual meeting of shareholders to be
held on April 4, 1995. This proxy statement and enclosed proxy are first being
sent to shareholders on or about February 24, 1995. The mailing address of the
principal executive office of the Corporation is 284 South Avenue, Poughkeepsie,
New York 12601-4879. The cost of preparing, printing and mailing the notice of
meeting, proxy, proxy statement and annual report will be borne by the
Corporation. Proxy solicitation other than by use of the mail may be made by
regular employees of the Corporation by telephone and personal solicitation.
Banks, brokerage houses, custodians, nominees and fiduciaries are being
requested to forward the soliciting material to their principals and to obtain
authorization for the execution of proxies, and may be reimbursed for their
out-of-pocket expenses incurred in that connection. In addition, the Corporation
has retained D.F. King & Co., Inc. of New York, New York, a proxy solicitation
organization, to assist in the solicitation of proxies. The fee of such
organization in connection therewith is estimated to be $7,000, plus reasonable
out-of-pocket expenses. Any shareholder giving the enclosed proxy has the right
to revoke it at any time before it is voted. To revoke a proxy, the shareholder
must file with the Secretary of the Corporation either a written revocation or a
duly executed proxy bearing a later date.

The record of shareholders entitled to notice of, and to vote at, the
annual meeting was taken at the close of business on February 14, 1995. At that
date the Corporation had outstanding 17,296,698 shares of Common Stock ($5.00
par value) of the Corporation ("Common Stock"). Each share of Common Stock is
entitled to one vote. No other class of securities is entitled to vote at this
meeting.

The proxies given pursuant to this solicitation will be voted at the
meeting or any adjournment thereof. Abstentions and broker non-votes are voted
neither "for" nor "against," and have no effect on the vote, but are counted in
the determination of a quorum.

ELECTION OF DIRECTORS

Eleven directors are to be elected by a plurality of the votes cast at the
annual meeting of shareholders by holders of shares entitled to vote. Such
directors shall hold office until the next annual meeting of shareholders or
until their successors are duly elected and qualify. The Board of Directors
proposes the following nominees, all of whom are now directors of the
Corporation, and recommends a vote in favor thereof:

PRINCIPAL OCCUPATION OR PERIOD OF
EMPLOYMENT AND POSITIONS SERVICE AS
NAME AND AND OFFICES WITH THE BUSINESS EXPERIENCE DIRECTOR
AGE(1) CORPORATION(1) DURING PAST FIVE YEARS(1) BEGAN
-------- ------------------------ ------------------------- ----------

L. Wallace Cross Retired from the Present position, except 1990
65 Corporation; Chairman of Executive Vice President
the Board of Directors, and Chief Financial
Christian Herald Asso- Officer of the Corpo-
ciation, Inc., a ration, April 1990-March
not-for-profit charitable 1991, when he retired from
organization the Corporation
Poughkeepsie, N.Y.

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PERIOD
OF
PRINCIPAL OCCUPATION OR SERVICE
EMPLOYMENT AND POSITIONS AS
NAME AND AND OFFICES WITH THE BUSINESS EXPERIENCE DIRECTOR
AGE(1) CORPORATION(1) DURING PAST FIVE YEARS(1) BEGAN
- - - - ---------------------- ---------------------------- ---------------------------- -------

Jack Effron President of Efco Products, Present positions, except 1987
61 a bakery ingredients President of the Council
corporation; member of the of Industry of
St. Francis Health Care Southeastern New York,
Foundation; Chairman of 1990-March 1991
the Chief Executive's
Network for Manufacturing
of the Council of Industry
of Southeastern New York;
Chairman of Committee on
Compensation and Succes-
sion
Poughkeepsie, N.Y.

Richard H. Eyman Retired; Member, National Present position, except 1984
64 Advisory Board of the Senior Vice President,
Salvation Army; Chairman Brouillard Communications
of Committee on Audit Division of J. Walter
Salem, S.C. Thompson Co., an
advertising agency, 1990-
January 1992, when he
retired

Frances D. Fergusson President and Professor of Present positions 1993
50 Art, Vassar College;
Member, Board of Trustees
of the Ford Foundation and
Chair of its Education and
Culture Committee; Trustee
of the Mayo Foundation;
Trustee of Historic
Hudson; Director, Marine
Midland Bank, N.A.;
Director, National
Association of Inde-
pendent Colleges and
Universities
Poughkeepsie, N.Y.

Heinz K. Fridrich Courtesy Professor, Present position, except 1988
61 University of Florida at Vice President -- Manu-
Gainesville facturing, International
Fernandino Beach, FL. Business Machines
Corporation, April
1990-September 1993;
former Member, Board of
Trustees of Mount St. Mary
College, 1990-1993

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Edward F. X. Gallagher Owner of Gallagher Present position 1984
61 Transportation Services, a
group of companies engaged
in the sale and leasing of
commercial motor vehicles,
the distribution of
wholesale automotive parts
and the operation, under
the trade name of
Leprechaun Lines and
Tours, of several bus
companies
Newburgh, N.Y.

Paul J. Ganci President and Chief Present position 1989
56 Operating Officer of the
Corporation
Poughkeepsie, N.Y.

Charles LaForge President of Wayfarer Inns Present positions 1987
64 and owner of the Beekman
Arms in Rhinebeck, N.Y.;
Trustee of Rondout Savings
Bank in Kingston, N.Y.;
Trustee emeritus of the
Culinary Institute of
America in Poughkeepsie,
N.Y.
Rhinebeck, N.Y.

John E. Mack, III Chairman of the Board and Present positions 1981
60 Chief Executive Officer of
the Corporation; Chairman
of the Executive and
Retirement Committees
Poughkeepsie, N.Y.

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Howard C. St. John Chairman of the Board of Present positions, except 1984
71 Ulster Savings Bank; Chief Executive Officer of
lawyer, member of the law Ulster Savings Bank,
firm of Howard C. St. John 1990-1993
& Associates, both of
Kingston, N.Y.; Chairman
of the Board of Stavo
Industries, a liquid
filtration business,
Kingston, N.Y.; Vice
Chairman of the Board;
Chairman of the Committee
on Finance
Kingston, N.Y.

Edward P. Swyer President of the Swyer Present positions, except 1990
45 Companies, a real estate Managing Partner of
firm engaged in the WTZA-TV Associates, a UHF
construction, development television station,
and management of 1990-1993
commercial properties in
the Capital District
Region
Albany, N.Y.

- - - - ---------------
(1) Based on information furnished to the Corporation by the nominees as of
December 31, 1994.

IT IS THE INTENTION OF THE PERSONS NAMED IN THE PROXY FORM TO VOTE SUCH
PROXIES FOR THE ELECTION AS DIRECTORS OF THE NOMINEES NAMED ABOVE. ALTHOUGH THE
BOARD OF DIRECTORS DOES NOT CONTEMPLATE THAT ANY OF THE NOMINEES WILL BE UNABLE
TO SERVE, SHOULD SUCH A SITUATION ARISE PRIOR TO THE MEETING, THE PROXIES WILL
BE VOTED IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PERSONS ACTING THEREUNDER.

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SECURITY OWNERSHIP

The following table lists the number of shares of Common Stock beneficially
owned by all the directors, and nominees for election as directors, each
executive officer listed in the table under the caption "Executive Compensation"
and by all directors and executive officers of the Corporation as a group:

NO. OF % OF
NAME SHARES(1) CLASS(2)
---- --------- --------

L. Wallace Cross.................................. 10,600 less than 1%
Jack Effron....................................... 1,800 less than 1%
Richard H. Eyman.................................. 2,060(3) less than 1%
Frances D. Fergusson.............................. 555 less than 1%
Heinz K. Fridrich................................. 1,583 less than 1%
Edward F. X. Gallagher............................ 1,802 less than 1%
Paul J. Ganci..................................... 6,819(3) less than 1%
Charles LaForge................................... 2,620 less than 1%
John E. Mack, III................................. 9,959(3) less than 1%
Howard C. St. John................................ 4,000 less than 1%
Edward P. Swyer................................... 4,900(4) less than 1%
Joseph J. DeVirgilio, Jr. ........................ 1,224 less than 1%
Carl E. Meyer..................................... 1,047 less than 1%
Allan R. Page..................................... 2,049 less than 1%
All directors and executive officers as a group
(20 persons).................................... 57,050 less than 1%

- - - - ---------------
(1) Based on information furnished to the Corporation by the directors and
executive officers as of December 31, 1994. No other equity securities are
owned beneficially by any such directors and officers, except that Mr. St.
John owns 100 shares of the Corporation's 4 1/2% Cumulative Preferred Stock,
and Mrs. St. John owns 100 shares of the Corporation's 7.72% Cumulative
Preferred Stock. Such shares owned by Mr. and Mrs. St. John represent in the
aggregate less than 1% of the total of the shares of Cumulative Preferred
Stock outstanding. Said 100 shares of 7.72% Cumulative Preferred Stock owned
by Mrs. St. John are considered to be beneficially owned by Mr. St. John
only for the purpose of this proxy statement and he disclaims any beneficial
interest in such shares for all other purposes.

(2) The percentage ownership calculation for each owner has been made on the
basis that there are outstanding 17,296,698 shares of Common Stock on the
record date.

(3) Includes shares owned by the respective spouses of the named individuals as
follows: Mrs. Mack -- 672 shares; Mrs. Ganci -- 1,217 shares; and Mrs.
Eyman -- 100 shares. The shares owned by Mrs. Mack, Mrs. Ganci and Mrs.
Eyman are considered to be beneficially owned by Mr. Mack, Mr. Ganci and Mr.
Eyman, respectively, only for the purpose of this proxy statement and the
respective named individuals disclaim any beneficial interest in such shares
for all other purposes.

(4) Includes 1,900 shares owned by a trust for the benefit of Mr. Swyer's
sisters, under which trust Mr. Swyer is a co-trustee with power of
investment. Said shares held in trust are considered to be beneficially
owned by Mr. Swyer only for the purpose of this proxy statement and he
disclaims any beneficial interest in such shares for all other purposes.

Section 16(a) of the Securities and Exchange Act of 1934 requires the
Corporation's officers and directors to file initial reports of ownership and
reports of changes in ownership with the Securities and Exchange Commission
("SEC") and the New York Stock Exchange. Officers and directors are required by

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SEC regulations to furnish the Corporation with copies of all Section 16(a)
forms they file. Based solely on a review of the copies of such forms furnished
to the Corporation and written representations from the Corporation's officers
and directors, all requisite filings were made in 1994.

BOARD OF DIRECTORS AND COMMITTEES

MEETINGS AND ATTENDANCE

During 1994, there were 12 meetings of the Board of Directors. All
directors attended at least 75% of the aggregate of the total number of Board
meetings and meetings of Committees of the Board on which they served. The
average attendance at all such meetings during 1994 was 95%.

The five standing Committees of the Board of Directors are the Committee on
Audit, the Committee on Compensation and Succession, the Executive Committee,
the Committee on Finance and the Retirement Committee. Information with respect
to the Committee on Audit and the Committee on Compensation and Succession is
set forth below.

COMMITTEE ON AUDIT

The members of this Committee are Messrs. Eyman (Chairman), Fridrich, St.
John and Cross. The Committee had three meetings during 1994, which were
attended by representatives of the Corporation's independent accountants, Price
Waterhouse LLP. The Committee examines the adequacy of the Corporation's
internal audit activities, reviews the scope of the audit by Price Waterhouse
LLP and related matters pertaining to the examination of the financial
statements, reviews the nature and extent of any non-audit services provided by
the Corporation's independent accountants, consults at least three times a year
with them and makes recommendations to the Board of Directors with respect to
the foregoing matters as well as with respect to the appointment of the
Corporation's independent accountants.

COMMITTEE ON COMPENSATION AND SUCCESSION/INTERLOCKS AND INSIDER PARTICIPATION

The members of this Committee ("Compensation Committee") are Messrs. Effron
(Chairman), Eyman and Swyer and Dr. Fergusson. The Compensation Committee had
two meetings during 1994. The Compensation Committee considers and recommends to
the Board of Directors the compensation (and special terms, if any, of
employment) of directors, officers of the Board of Directors and the salaries of
officers of the Corporation. The Compensation Committee also considers and
recommends to the Board of Directors the candidates to be nominated for election
to the Board and candidates for appointment by the Board as officers of the
Corporation. The Compensation Committee is charged with receiving
recommendations of nominees by shareholders for election of the Board of
Directors and reviewing and comparing the qualifications of such nominees with
those of other potential nominees. Any shareholder desiring to submit the name
of a nominee should send it, together with a statement of the candidate's
qualifications, to the Committee on Compensation and Succession, c/o the
Secretary, Central Hudson Gas & Electric Corporation, 284 South Avenue,
Poughkeepsie, New York 12601-4879.

No Compensation Committee interlock relationship existed in 1994.

REMUNERATION OF DIRECTORS AND OFFICERS OF THE BOARD AND RELATED MATTERS

Each member of the Board of Directors, other than any employee-director
(Messrs. Mack and Ganci are the only such employee-directors), receives an
annual retainer of $12,000, $650 for attendance at each meeting of the Board and
$550 for attendance at each meeting of any committee of the Board of which such

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director is a member if such meeting is held on the same day as a meeting of the
Board, and $650 for such committee meeting if held on a day other than that on
which a Board meeting is held. Chairpersons of Committees of the Board received
additional annual compensation in 1994 as follows: Mr. St. John, as Chairman of
the Committee on Finance -- $5,000; Mr. Effron, as Chairman of the Compensation
Committee -- $2,500; and Mr. Eyman, as Chairman of the Committee on
Audit -- $2,500.

DIRECTORS' DEFERRED COMPENSATION PLAN

The Corporation's Directors' Deferred Compensation Plan applies to all
directors, other than employee-directors of the Corporation, and permits a
director to elect at any time or from time to time to defer all or part of such
director's compensation for services thereafter rendered to the Corporation. For
purposes of such Plan, compensation is defined to include the amount of money to
be paid to the director for serving as a member of the Board of Directors and
any committee of the Board, for serving as an officer of the Board of Directors
and any committee of the Board and for any other services rendered individually
by agreement with the Corporation. A director's compensation deferred in
accordance with such Plan is paid to said director (together with an interest
equivalent computed by applying monthly a rolling average of the United States
Treasury Bill rate to the amount of compensation then deferred from the time the
compensation would ordinarily have been paid until the time it is actually paid)
at such time as the director ceases being a member of the Board of Directors or
at such other time after ceasing to be a director as the director may specify
when making the original election to defer compensation. The commencement of
such pay-out period, however, must be at least one year after the effective date
of such election.

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EXECUTIVE COMPENSATION

The Summary Compensation Table set forth below includes compensation
information on the Chairman of the Board and Chief Executive Officer of the
Corporation and each of the Corporation's four most highly compensated executive
officers whose salary in 1994 exceeded $100,000.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION
-----------------------------------------
NAME AND PRINCIPAL POSITION YEAR SALARY(1) BONUS COMPENSATION(2)
--------------------------- ---- --------- ------- ---------------

John E. Mack, III, Chairman of 1994 $312,000 $12,480 $4,500
the Board and Chief 1993 307,750 0 4,497
Executive Officer 1992 288,750 0 4,364

Paul J. Ganci, President 1994 247,500 10,000 4,500
and Chief Operating Officer 1993 236,250 0 4,497
1992 220,000 0 4,364

Carl E. Meyer, Vice President-- 1994 153,000 0 3,750
Customer Services 1993 140,125 0 3,503
1992 127,250 0 3,181

Allan R. Page, Vice President-- 1994 137,750 0 4,132
Corporate Services 1993 128,750 0 3,862
1992 117,250 0 3,517

Joseph J. DeVirgilio, Jr., Vice President-- 1994 135,125 0 4,054
Human Resources & Administration 1993 127,375 0 3,821
1992 116,175 0 3,183

- - - - ---------------
(1) This base salary amount includes amounts deferred pursuant to the
Corporation's (i) Flexible Benefits Plan, which Plan is established pursuant
to Section 125 of the Internal Revenue Code of 1986, as amended ("Code")
which permits those electing to participate to defer salary, within
specified limits, to be applied to qualified medical and/or child care
benefit payments, and (ii) Savings Incentive Plan ("SIP"), a "defined
contribution" plan which meets the requirements of the Code, including Code
Section 401(k), which, among other things, permits, within limitations,
participants to tax-defer base salary, and, within limits, provides for
Corporation contributions to management participants.

(2) These are amounts contributed by the Corporation for the benefit of the
named individual under the SIP.

RETIREMENT INCOME PLAN

The Corporation's Retirement Income Plan ("Retirement Plan") is a "defined
benefit" plan, which meets the requirements of the Code, and applies to all
employees of the Corporation. In 1994, there were no contributions made to the
Retirement Plan as a result of its full-funding status for Federal income tax
purposes. The Retirement Plan provides for retirement benefits related to the
participant's annual base salary for each year of eligible employment.
Retirement Plan benefits depend upon length of service, age at retirement and
earnings during years of participation in the Retirement Plan and any
predecessor plans. A participant's benefits under the Retirement Plan are
determined as the accumulation, over that participant's career, of a percentage
of each year's base salary. For periods on and after October 1, 1994, the
percentage is 2% of base salary, except that for years in which the participant
is over 50 years of age such percentage is increased to 2.5%. The Retirement
Plan also provides a benefit for service prior to October 1, 1994 based on a
percentage of a participant's average earnings at October 1, 1994 (being 50% of
each of the base salaries at October 1, 1991 and 1994 and 100% of each of the
base salaries at October 1, 1992 and 1993) and the number of years of service
while a member of the Retirement Plan prior to October 1, 1994, all subject to
certain

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limitations. A cash balance account benefit provided by the Corporation is also
available on retirement under the Retirement Plan, which benefit, generally,
provides for a credit to those participants in the Retirement Plan, on January
1, 1987, of 10% of their base salary on that date and for a further credit to
those participants in the Retirement Plan, on September 30, 1991, of 5% of their
base salary on that date, with, in both cases, annual interest earned thereon.
While the amount of the contribution payment or accrual with respect to a
specified person is not and cannot readily be separately or individually
calculated by the regular actuaries for the Retirement Plan, estimated annual
benefits under the Retirement Plan upon retirement at age 65 for the individuals
listed in the table under the above caption "Executive Compensation", assuming
continuation of present annual salaries and giving effect to applicable benefit
limitations in the Code, are as follows: Mr. Mack--$120,000; Mr.
Ganci--$120,000; Mr. Meyer--$116,494; Mr. Page--$106,501 and Mr.
DeVirgilio--$111,580.

RETIREMENT BENEFIT RESTORATION PLAN

Effective May 1, 1993, the Corporation adopted an unfunded, uninsured
pension benefit plan for a select group of highly compensated management
employees called the Retirement Benefit Restoration Plan ("RBRP"). The RBRP
provides an annual retirement benefit to those participants in the Retirement
Plan who hold the following offices with the Corporation; Chairman of the Board
and Chief Executive Officer, President and Chief Operating Officer, Vice
President (including all levels thereof), Secretary, Treasurer, Controller, and
Assistant Vice President. Such benefit is equal to the difference between (i)
that received under the Retirement Plan, giving effect to applicable salary and
benefit limitations under the Code, and (ii) that which would have been received
under the Retirement Plan, without giving effect to such limitations under the
Code. None of the individuals listed in the table under the above caption
"Executive Compensation" have a current salary level which, if continued to
retirement at age 65, would provide a benefit under the RBRP, except for Messrs.
Mack, Ganci and Meyer, whose estimated annual benefits under the RBRP upon
retirement at age 65, assuming the continuation of their present salaries, are
$84,154, $55,999 and $3,255 respectively.

EXECUTIVE DEFERRED COMPENSATION PLAN

The Corporation's Executive Deferred Compensation Plan covers a select
group of highly compensated management employees as an incentive for them to
remain with the Corporation. Under that Plan, an annual benefit is payable,
commencing on retirement, to eligible participants (who retire at age 60 or
older and with 10 or more years of service) for 10 years of the following
percentage of annual base compensation at retirement: 60 to 63--10%; 63 to
65--15%; 65 or over--20%. In view of changes in the Code which became effective
January 1, 1994, the Plan was amended prior thereto so that eligible
participants, who reached age 55 at December 31, 1993, are considered to have
accrued benefits under this Plan as if they were age 60 and had 10 years of
service with the Corporation at December 31, 1993. No amounts were paid under
such Plan for the individuals named in the table under the above caption
"Executive Compensation" for the year 1994. Estimated annual benefits under this
Plan upon retirement at age 65 for such named individuals, assuming continuation
of their present annual salaries, are as follows: Mr. Mack--$62,400; Mr.
Ganci--$50,000; Mr. Meyer--$31,300; Mr. Page--$28,000; and Mr.
DeVirgilio--$27,400.

REPORT ON EXECUTIVE COMPENSATION

The following disclosure is made over the name of each outside member of
the Board of Directors, on the date hereof, and shall be considered a Report of
the outside members of the Board of Directors and the Compensation Committee:

As described above under the caption "Board of Directors and
Committees -- Committee on Compensation and Succession/Interlocks and Insider
Participation," the members of the Compensation Committee are

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Messrs. Effron, Eyman and Swyer and Dr. Fergusson. Among the responsibilities of
the Compensation Committee are consideration and recommendation to the Board of
Directors of the salaries of officers of the Corporation. Annual salary
determinations by the Board of Directors become effective as of April 1 of each
year and continue until the following March 31.

Compensation Philosophy

The Compensation Committee based its 1994 officers' compensation
recommendations to the Board of Directors on an evaluation of each of the
following three factors, giving balanced weight to each, which factors reflect a
long-standing executive compensation philosophy of the Corporation:

(1) Compensation comparisons of other comparable executive officers.
Comparisons are made to the compensation of officers of other New York
State utilities and of other utilities with revenues and other
characteristics similar to those of the Corporation, using data received
from the Edison Electric Institute and the American Gas Association, which
utilities are some, but not all, of the utilities included on the graph
under the below caption "Performance Graph." And, every two years, an
executive compensation study is performed by an independent consultant
engaged by the Corporation. Such independent study was not performed for
the period covered by this Report.

The data obtained by these various sources was evaluated and
compensation levels for the Corporation's officers were established based
generally on averages of comparative salary ranges.

(2) The experience, responsibility and contribution of each individual
officer to the Corporation's performance.

(3) The incumbent's performance in carrying out the responsibilities
and duties of his or her office, as described below:

The performance of each officer of the Corporation (other than Mr. Mack, as
discussed below) was also evaluated, by the Compensation Committee, on the basis
of how he or she contributed to the extent applicable, to furthering the
Corporation's mission--

to provide customers with safe, reliable utility service at the lowest
reasonable price;

to provide a competitive return to the Corporation's shareholders;

to provide a safe working environment that will attract, retain and
motivate employees; and

to provide corporate resources to enhance the quality of life in the
Corporation's service territory.

With the exception of (1) above, the performance criteria set forth above
for Mr. Mack and each other officer of the Corporation were subjectively
evaluated by the Board of Directors in its deliberations related to compensation
for each officer, based on an assessment of the degree to which each such
officer (i) met the criteria set forth in his/her position description and (ii)
accomplished the Corporation's strategic goals and objectives for which such
officers were responsible.

The Compensation Committee and the Board of Directors is aware of and has
considered the qualifying compensation regulations established in Section 162(m)
of the Code, which provides that, unless an appropriate exemption applies, a tax
deduction for the Corporation for remuneration of any officer named in the above
captioned -- "Executive Compensation -- Summary Compensation Table" will not be
allowed to the extent such remuneration in any taxable year exceeds $1 million.
As no officer of the Corporation received remuneration during the 1994 fiscal
year approaching $1 million, the Corporation has not developed an executive
compensation policy with respect to qualifying compensation paid to its
executive officers for deductibility under Section 162(m) of the Code.

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Chief Executive Officer Salary and Incentive Compensation

The performance of the Chairman of the Board and Chief Executive Officer
was evaluated, by the outside members of the Board of Directors, under the
Corporation's Executive Incentive Compensation Plan ("Incentive Plan"), which
was established effective January 1, 1993. During 1994, the Incentive Plan was
applicable only to the Chairman of the Board and Chief Executive Officer. The
Incentive Plan establishes the compensation for the incumbent in such office
based on two components: annual base salary (which becomes effective as of April
1 of each year and continues until the following March 31) and an incentive
feature (which provides an award, as noted below, for performance for the most
recently ended calendar year). The determination of annual base salary and
incentive compensation, if any, is determined by the outside members of the
Board of Directors.

In establishing the annual base salary component for Mr. Mack under the
Incentive Plan, which for the period April 1, 1994 to March 31, 1995 is
$312,000, the outside members of the Board of Directors reviewed Mr. Mack's
performance during 1993 related to his policies and leadership in the goal of
building a more profitable corporation and thereby increasing shareholder value
while providing reliable service at reasonable prices. As a measure of this
goal, his performance was evaluated pursuant to the following criteria:

Has the confidence of the financial community and the Corporation's
shareholders been maintained and/or enhanced? Key financial indices,
credit ratings, total return to shareholders and the adequacy of cash
flow are significant quantitative factors.

Does the Corporation have effective management and other personnel so as
to assure a high quality of customer service and to meet the changing
needs of its customers?

Has the Corporation's physical plant and equipment been maintained
and/or improved so as to assure that the Corporation continues to meet
its objective of providing highly reliable utility service at the lowest
reasonable price?

Is the Corporation's strategic plan effective in keeping the Corporation
abreast of or ahead of changes that occur as a result of competition,
technology changes and new regulation?

With respect to the relationship of the Corporation's performance in 1993
to Mr. Mack's base salary for 1994, the outside members of the Board of
Directors determined that performance by Mr. Mack of his duties in 1993 more
than satisfied the related performance criteria, as described above. Not all of
these performance criteria lend themselves to objective measurement. However,
during 1993, the Corporation sold 700,000 shares of its common stock at a price
of $33.75 or 43% above book value and, it refinanced approximately $40 million
First Mortgage Bonds, which will reduce interest expense by about $2.7 million
over the life of the debt. As indicated in the Performance Graph set forth
below, total shareholder return increased by 4% in 1993 compared to 1992 and, as
part of that increased return, the dividend paid to shareholders in 1993
increased by 3.6% from $1.96 in 1992 to $2.03 in 1993. And, the Corporation's
residential, commercial, and industrial rates continued to be among the lowest
in New York.

Under the incentive component of the Incentive Plan, Mr. Mack has the
opportunity to earn up to an additional 10% of his base salary, based on a
formula which measures the Corporation achieving goals within the following four
categories, each category being weighted in importance as follows: (1)
shareholder value (4%); (2) the level of customer electric and gas prices (3%);
(3) employee safety (2%); and (4) community involvement (1%).

The shareholder value category is measured by a comparison against the peer
group of utilities shown in the Corporation's Proxy Statement. Under this
category, the Corporation must achieve a change in shareholder value that is
better than the change in the average performance for such peer group.

12
15

The customer electric and gas price category is measured by comparison of
typical residential electric prices (including fuel) of the Corporation to other
New York State electric and gas combination companies as of the first of each
year. For natural gas prices, the measurement is by comparison of typical
residential gas prices of the Corporation to a yearly average of certain fuel
oil prices. The incentive as to rates is to achieve typical residential prices
of the Corporation lower than the benchmarks against which they are measured.

The employee safety category is measured by the Corporation's having
achieved a severity rate (which is an index of employee lost-time days for
work-related employee injuries and illnesses), which is less than the
Corporation's average of such rates during the previous five years.

The community involvement category is the Corporation's performance of its
leadership role in community activities and is judgmentally evaluated by the
outside members of the Board of Directors.

A determination as to whether any incentive compensation is earned is made
as soon as possible after the end of each calendar year; and if an award is
made, compensation will be made in a lump sum within 30 days of such
determination.

Based on the recommendation of the Compensation Committee, the Board of
Directors, on January 28, 1994, awarded Mr. Mack 4% (or $12,480) of his 1993
base salary as incentive compensation. Such award was based on the Corporation
achieving its goals in the following categories: (i) the level of customer
electric and gas prices (3%) and (ii) community involvement (1%).

Mr. Mack did not participate in the determination of his 1994 compensation.
Mr. Ganci did not participate in the determination of either his or Mr. Mack's
1994 compensation.

L. Wallace Cross
Jack Effron
Richard H. Eyman
Frances D. Fergusson
Heinz K. Fridrich
Edward F. X. Gallagher
Charles LaForge
Howard C. St. John
Edward P. Swyer

13
16

PERFORMANCE GRAPH

The line graph set forth below provides a comparison of the Corporation's
cumulative total shareholder return on its Common Stock with the Standard &
Poor's 500 Index and, as a Corporation determined peer comparison, the EEI
Combination Gas and Electric Investor-Owned Utilities' Index ("EEI Index")(1).
Such shareholder return is the sum of the dividends paid and the change in the
market price of stock.

COMPARISON OF THE CORPORATION'S FIVE YEAR TOTAL
CUMULATIVE RETURN WITH THE S&P 500 INDEX AND
THE EEI INDEX

[LINE GRAPH]

MEASUREMENT PERIOD
(FISCAL YEAR COVERED) CENTRAL HUDSON S&P 500 EEI

1989 100.00 100.00 100.00
1990 114 97 99
1991 143 126 128
1992 165 136 141
1993 172 150 157
1994 162 152 137

* Assumes $100 invested on January 1, 1990 in the Corporation's Common
Stock, the S&P 500 Index and the EEI Index
(1) Note: In previous years, the Corporation had selected the Kidder, Peabody
100 Index as its peer comparison index. As a result of the PaineWebber
Incorporated acquisition in 1994 of Kidder, Peabody & Co., Incorporated,
the Kidder, Peabody 100 Index is no longer available. Therefore, the
Corporation has selected the EEI Index in place of the Kidder, Peabody 100
Index.

14
17

RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors has appointed the firm of Price Waterhouse LLP as
independent public accountants for the Corporation for the year 1995 and
recommends to shareholders ratification of such appointment.

The appointment of the independent public accountants is approved annually
by the Board of Directors and is based on the recommendation of the Committee on
Audit, which reviews the qualifications of independent accountants and which
reviews and approves the audit scope, reasonableness of fees and also the types
of nonaudit services for the coming year.

While there is no legal requirement that this appointment be submitted to a
vote of shareholders for ratification, such action is being requested, in
response to suggestions by shareholders and also because the Board of Directors
believes that the selection of the independent accountants to audit the books,
records and accounts of the Corporation is of sufficient importance to seek such
ratification. If this action were not ratified, the Board of Directors would, in
due course and having regard for the requirements of an orderly transition,
select other independent public accountants upon the recommendation of the
Committee on Audit.

Representatives of Price Waterhouse LLP will be present at the annual
meeting of shareholders and will have an opportunity to make a statement if they
desire to do so. They will be available to respond to appropriate questions.

DEADLINE FOR SHAREHOLDER PROPOSALS

Proposals of shareholders intended to be presented at the 1996 annual
meeting to be included in the proxy material relating to that meeting must be
received by the Corporation by October 27, 1995.

OTHER MATTERS

The Board of Directors does not know of any matters to be brought before
the meeting other than those referred to in the notice hereof. If any other
matters properly come before the meeting, it is the intention of the persons
named in the form of proxy to vote such proxy in accordance with their judgment
on such matters.

By Order of the Board of Directors,

ELLEN AHEARN
Secretary

February 24, 1995

15
18
ROUTE TO CENTRAL HUDSON

[MAP OF ROUTE]

FROM NEW YORK CITY AREA:

- - - - - Taconic State Parkway North to Interstate 84 (I-84)

- - - - - I-84 West to Exit 13 (Route 9)

- - - - - Turn right off ramp onto Route 9 North

- - - - - Route 9 approximately 12 miles to the Academy Street/South Avenue Exit

- - - - - Bear left at end of ramp and go under the overpass

- - - - - Turn right into Central Hudson entrance

FROM CONNECTICUT:

- - - - - I-84 West to Exit 13 (Route 9)

- - - - - Continue as above

FROM PENNSYLVANIA:

- - - - - I-84 East to Exit 13 (Route 9)

- - - - - Turn left off ramp onto Route 9 North

- - - - - Continue as above

FROM NEW JERSEY AND UPSTATE NEW YORK:

- - - - - New York Thruway (I-87) to Exit 18 (New Paltz)

- - - - - Turn right onto Route 299 East

- - - - - Route 299 approximately 5 miles, turn right onto Route 9W South

- - - - - Route 9W approximately 2 miles, bear right for Mid-Hudson Bridge

- - - - - After crossing bridge take first right (Route 9 South)

- - - - - Route 9 approximately 1 mile to Academy Street/South Avenue Exit

- - - - - Bear right off exit ramp into Central Hudson entrance

19
PROXY

EMPLOYEE STOCK PURCHASE PLAN -- VOTING INSTRUCTION CARD
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
PROXY OF COMMON SHAREHOLDERS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints JOHN E. MACK III, HOWARD C. ST. JOHN, JACK
EFFRON and PAUL J. GANCI, or any one or more of them, proxy, with full power of
substitution, to vote, as designated on the reverse hereof, all shares of Common
Stock owned by the undersigned at the annual meeting of shareholders of Central
Hudson Gas & Electric Corporation to be held at the office of the Corporation,
284 South Avenue, in the City of Poughkeepsie, Dutchess County, New York, on
April 4, 1995, or any adjournment thereof, upon all such matters as may properly
come before the meeting, including the following proposals described in the
Proxy Statement, dated February 24, 1995, a copy of which has been received by
the undersigned:

1. Election of Directors. Nominees:
L. Wallace Cross, Jack Effron, Richard H. Eyman, Frances D. Fergusson, Heinz
K. Fridrich, Edward F. X. Gallagher, Paul J. Ganci, Charles LaForge, John E.
Mack III, Howard C. St. John, Edward P. Swyer.

2. Ratification of Appointment of Independent Accountants.

Comments (If Any)

- - - - ------------------------------------------------------------------------------

- - - - ------------------------------------------------------------------------------
(If you have written in the above space, please mark the corresponding box on
the reverse side of this card)

(THIS PROXY CONTINUES AND MUST BE SIGNED ON THE REVERSE SIDE)

1274

/x/ PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.

This proxy when properly executed will be voted in the manner directed herein.
If no direction is made, this proxy will be voted FOR item 1 and FOR item 2.

The Directors recommend a vote "FOR" this item

1. Election of Directors (see reverse)

FOR WITHHELD
/ / / /

For, except vote withheld from the following nominee(s):

- - - - --------------------------------------------------------

The Directors recommend a vote "FOR" this item

2. Ratification of Appointment of Price Waterhouse LLP as Independent
Public Accountants.

FOR AGAINST ABSTAIN
/ / / / / /

If you plan to attend the Annual Meeting, place an X in this box. / /

If you indicated a change of address below or comments on the reverse side,
place an X in this box. / /

CHANGE OF ADDRESS

- - - - ------------------------------------------------

SIGNATURE(S) DATE , 1995
---------------------------------------- ------------

NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee, or
guardian, please give full title as such.

20
PROXY

CENTRAL HUDSON GAS & ELECTRIC CORPORATION
PROXY OF COMMON SHAREHOLDERS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints JOHN E. MACK III, HOWARD C. ST. JOHN, JACK
EFFRON and PAUL J. GANCI, or any one or more of them, proxy, with full power of
substitution, to vote, as designated on the reverse hereof, all shares of Common
Stock owned by the undersigned at the annual meeting of shareholders of Central
Hudson Gas & Electric Corporation to be held at the office of the Corporation,
248 South Avenue, in the City of Poughkeepsie, Dutchess County, New York, on
April 4, 1995, or any adjournment thereof, upon all such matters as may properly
come before the meeting, including the following proposals described in the
Proxy Statement, dated February 24, 1995, a copy of which has been received by
the undersigned:

2. Ratification of Appointment of Independent Accountants.

Comments (If Any)

- - - - ------------------------------------------------------------------------------

- - - - ------------------------------------------------------------------------------
(If you have written in the above space, please mark the corresponding box on
the reverse side of this card)

(THIS PROXY CONTINUES AND MUST BE SIGNED ON THE REVERSE SIDE)

1535

/x/ PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.

This proxy when properly executed will be voted in the manner directed herein.
If no direction is made, this proxy will be voted FOR item 1 and FOR item 2.

The Directors recommend a vote "FOR" this item

1. Election of Directors (see reverse)

FOR WITHHELD
/ / / /

For, except vote withheld from the following nominee(s):

- - - - --------------------------------------------------------

The Directors recommend a vote "FOR" this item

2. Ratification of Appointment of Price Waterhouse LLP as Independent
Public Accountants.

FOR AGAINST ABSTAIN
/ / / / / /

If you plan to attend the Annual Meeting, place an X in this box. / /

If you indicated a change of address below or comments on the reverse side,
place an X in this box. / /

CHANGE OF ADDRESS

- - - - ------------------------------------------------

SIGNATURE(S) DATE , 1995
---------------------------------------- ------------

NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee, or
guardian, please give full title as such.