Exhibit 4-3





______________________________________________________________________________





ENERGY EAST CORPORATION

AND

THE CHASE MANHATTAN BANK,

as Trustee





Third Supplemental Indenture

Dated as of November 14, 2000

To

Indenture

Dated as of August 31, 2000



8.05% Notes due November 15, 2010







______________________________________________________________________________











THIRD SUPPLEMENTAL INDENTURE, dated as of November 14, 2000 (this "Third Supplemental Indenture"), between ENERGY EAST CORPORATION, a
corporation duly organized and existing under the laws of the State of New York (the "Company"), having its principal office at One Canterbury Green, Stamford, Connecticut 06904, and THE CHASE MANHATTAN BANK, a New York banking corporation, as Trustee (the "Trustee") under the Indenture dated as of August 31, 2000 between the
Company and the Trustee (the "Original Indenture").



Recitals of the Company



WHEREAS, the Company has executed and delivered the Original Indenture to the Trustee to provide for the issuance from time to time of its
senior, unsecured debentures, notes or other evidences of indebtedness (the "Securities"), to be issued in one or more series as in the Original Indenture provided;



WHEREAS, pursuant to the terms of the Original Indenture, the Company desires to make, execute and deliver to the Trustee this Third Supplemental
Indenture to the Original Indenture in order to establish the form and terms of, and to provide for the creation and issue of a new series of its Securities designated as the 8.05% Notes due November 15, 2010 (herein called the "Notes"), under the Original Indenture in the aggregate principal amount of $200,000,000;



WHEREAS, all things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee and issued upon the
terms and subject to the conditions hereinafter and in the Indenture set forth, against payment therefor, the valid, binding and legal obligations of the Company and to make this Third Supplemental Indenture a valid, binding and legal agreement of the
Company, have been done;



Now, Therefore, This Third Supplemental Indenture Witnesseth that for, and in consideration of, the premises and covenants contained in the
Original Indenture and this Third Supplemental Indenture and the purchase of the Notes by the Holders thereof, it is mutually agreed and covenanted, for the equal and proportionate benefit of all Holders of the Notes, as follows:



ARTICLE ONE



DEFINED TERMS



Section 101.  Defined Terms.  Except as otherwise expressly provided in this Third Supplemental Indenture or in the form of Note set forth in Exhibit A
hereto or otherwise clearly required by the context hereof or thereof, all capitalized terms used and not defined herein or in said form of Note that are defined in the Original Indenture shall have the meanings assigned to them in the Original Indenture.
 The Original Indenture, as supplemented from time to time, including by this Third Supplemental Indenture, is hereafter referred to as the "Indenture."

ARTICLE TWO



TERMS OF THE NOTES



Section 201.  Establishment of the Notes.  There is hereby authorized a series of Securities designated the 8.05% Notes due November 15,
2010, limited in aggregate principal amount to $200,000,000 (except as provided in Section 301(2) of the Indenture and as set forth in the next sentence). The Company may, without the consent of the Holders of the Notes, provided that no Event of Default
shall have occurred and be continuing, issue additional Notes in such principal amount as shall be determined by or pursuant to a Board Resolution and having the same ranking and the same interest rate, maturity and other terms as the Notes originally
issued hereunder, which together with said additional Notes shall constitute a single series of Securities under the Indenture.  The Notes shall be substantially in the form of Note set forth in Exhibit A hereto.



Section 202.  Terms of the Notes. The terms and provisions of the Notes as set forth in Exhibit A are hereby incorporated in and expressly
made part of this Third Supplemental Indenture.















The Notes shall not be superior in right of payment to, and shall rank pari passu with, all other unsecured and unsubordinated
indebtedness of the Company.



The Notes shall be issued in minimum denominations of $1,000 or any integral multiple of $1,000 over such denomination.



ARTICLE THREE



SUNDRY PROVISIONS

Section 301.  Execution, Authentication and Delivery of the Notes.  Notes in the aggregate principal amount of $200,000,000, or in
such greater principal amount as shall be permitted by Section 201, may, upon execution of this Third Supplemental Indenture, or from time to time thereafter, be executed by the Company and delivered to the Trustee for authentication, and the Trustee
shall thereupon authenticate and deliver said Notes upon a Company Order without any further action by the Company.



Section 302.  Paying Agent and Security Registrar. The Chase Manhattan Bank will be the Paying Agent and Security Registrar for the Notes.

Section 303.  Trustee Not Responsible for Recitals.  The recitals contained in this Third Supplemental Indenture shall be taken as the statements of the
Company and the Trustee assumes no responsibility for their correctness.  The Trustee makes no representations as to the validity or sufficiency of this Third Supplemental Indenture.

Section 304. Incorporation of Indenture.  The Original Indenture, as supplemented by this Third Supplemental Indenture, is in all respects
ratified and confirmed, and this Third Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.



Section 305. Governing Law. This Third Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the
State of New York, without regard to principles of conflicts of law except Section 5-1401 of the New York General Obligations Law.



Section 306.  Counterparts.  This Third Supplemental Indenture may be executed in any number of counterparts, each of which so executed
shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.





In Witness Whereof, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the day and year first above written.



ENERGY EAST CORPORATION



By:/s/ Robert D. Kump      Name: Robert D. Kump
      Title: Vice President and Treasurer



THE CHASE MANHATTAN BANK,
          as Trustee

By:/s/ Natalia  Rodriguez      Name: Natalia Rodriguez
      Title: Assistant Vice President





EXHIBIT A



Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company (as defined herein) or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.



ENERGY EAST CORPORATION



8.05% NOTE DUE NOVEMBER 15, 2010,



|CUSIP 29266MAA7
No.1 | $200,000,000
|-------------------- | ------------



ENERGY EAST CORPORATION, a corporation duly organized and existing under the laws of the State of New York (hereinafter
referred to as the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of TWO HUNDRED MILLION Dollars ($200,000,000) on
November 15, 2010 (the "Maturity Date"), unless earlier redeemed, and to pay interest thereon in the manner and on the Interest Payment Dates set forth below at the rate of 8.05% per annum, from and including the date of issuance, or from the most recent Interest Payment
Date (as defined below) to which interest has been paid or duly provided for, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. "Regular Record Date" shall mean the May 1 and November 1 (whether or not a Business Day) next preceding such Interest Payment Date; "Interest Payment Date" shall mean May 15 and November 15 of each year, commencing May 15, 2001, to the
Maturity Date.



Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on
which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.



Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, the City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in
immediately available funds; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account of the Person entitled thereto as such account shall be provided to the Security Registrar at least
10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear in the Security Register.



Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this place.



Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual
signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.





IN WITNESS WHEREOF, Energy East Corporation has caused this instrument to be duly executed under its corporate seal.



Dated: November 14, 2000



ENERGY EAST CORPORATION

By______________________________________
     Name:
     Title:



Attest:

By:_________________________
     Name:
     Title:







TRUSTEE'S CERTIFICATE OF AUTHENTIFICATION

This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture.





THE CHASE MANHATTAN BANK, 
as Trustee

By:___________________________
       Authorized Officer







ENERGY EAST CORPORATION



8.05% NOTE DUE NOVEMBER 15, 2010,





This Security is one of a duly authorized issue of securities of the Company (the "Securities"), issued and to be
issued in one or more series under an Indenture, dated as of August 31, 2000 (the "Original Indenture"), as supplemented by a First Supplemental Indenture, dated as of August 31, 2000 (the "First Supplemental Indenture"), a Second Supplemental Indenture dated as of November 14, 2000 (the "Second Supplemental Indenture
"), a Third Supplemental Indenture dated as of November 14, 2000 (the "Third Supplemental Indenture" and the Original Indenture, as so supplemented, the "Indenture" ), between the Company and The Chase Manhattan Bank, a New York banking corporation, as Trustee (the "Trustee," which term includes any
successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders and of the terms upon which
the Securities are, and are to be, authenticated and delivered. This Security is a Global Security representing the aggregate principal amount of the Company's 8.05% Notes Due November 15, 2010 set forth on the face hereof. The Securities of this series
of which this Global Security is a part are limited in aggregate principal amount to $200,000,000, except as provided in the Third Supplemental Indenture.



- 100% of the principal amount of the Securities of this series then outstanding to be redeemed, or

- the sum of the present values of the remaining scheduled payments of principal and interest thereon from the Redemption Date to the Maturity Date computed by discounting such payments to the Redemption Date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at a rate equal to the sum of 15 basis points plus the Adjusted Treasury Rate on the third Business Day prior to the Redemption Date, as calculated by an Independent Investment Banker.

"Adjusted Treasury Rate" means, with respect to any Redemption Date:

- the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board of
Governors of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Optional Redemption
Comparable Treasury Issue (if no maturity is within three months before or after the remaining term of the Securities of this series, yields for the two published maturities most closely corresponding to the Optional Redemption Comparable Treasury Issue
will be determined and the Adjusted Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or

- if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Optional Redemption Comparable
Treasury Issue, calculated using a price for the Optional Redemption Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Optional Redemption Comparable Treasury Price for such Redemption Date.















Usury.  The interest rate on the Securities of this series shall in no event be higher than the maximum rate permitted
by New York law as the same may be modified by United States law of general application.



Defeasance.  The Indenture contains provisions for defeasance of (a) the entire Indebtedness evidenced by this
Security and (b) certain restrictive covenants upon compliance by the Company with certain conditions set forth therein.



Events of Default.  If an Event of Default with respect to Securities of this series shall occur and be continuing,
the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.



Amendment to Indenture; Waiver of Defaults. The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected (voting as a class). The Indenture contains provisions permitting the Holders of not less than a majority in aggregate principal amount of the
Securities of all series with respect to which a default under the Indenture shall have occurred and be continuing (voting as one class), on behalf of the Holders of all Securities of all such series, to waive certain past defaults under the Indenture and
their consequences. The Indenture also permits the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series, on behalf of the Holders of all Securities of such series, to waive compliance with certain
provisions of the Indenture.  Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.



Obligations Unconditional. No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest, if any, on this Security at the times, place and rates, and in the coin or currency, herein prescribed.



Transfer and Exchange.  This Security shall be exchangeable for Securities registered in the names of Persons other
than the Depositary with respect to such series or its nominee only as provided in Section 311 of the Original Indenture.  Securities so issued in exchange for this Security shall be of the same series, having the same interest rate, if any, and maturity
and having the same terms as this Security, in authorized denominations and in the aggregate having the same principal amount as this Security and registered in such names as the Depositary for such Global Security shall direct.  As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of a Security of the series of which this Security is a part is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office
or agency of the Company in any place where the principal of (and premium, if any) and interest, if any, on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.



The Securities of this series are issuable only in registered form without coupons in minimum denominations of $1,000 or any
integral multiple of $1,000 over such minimum denomination. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series
and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.



No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge payable in connection therewith.



Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

Governing Law. This Security shall be governed by and construed in accordance with the laws of the State of New York
without regard to principles of conflict of law except Section 5-1401 of the New York General Obligations Law.



All terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings
assigned to them in the Indenture.



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

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Security to:

(Insert assignee's social security or tax identification number)

(Insert address and zip code of assignee)

and irrevocably appoints
agent to transfer this Security on the Security Register.  The agent may substitute another to act for him or her.

Date: ____________________________________

Signature: ________________________________

Signature Guarantee: _______________________

(Sign exactly as your name appears on the other side of this Security)

SIGNATURE GUARANTEE

Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.