UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                   FORM 10-Q/A
                                 ---------------
                                 AMENDMENT NO. 2

(Mark One)

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

For the quarterly period ended....................................June 30, 2004

                                       OR

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

For the transition period from __________ to _____________

Commission          Registrant, State of Incorporation              IRS Employer
File Number         Address and Telephone Number              Identification No.
-----------         ----------------------------------        ------------------
0-30512                CH Energy Group, Inc.                         14-1804460
                       (Incorporated in New York)
                       284 South Avenue
                       Poughkeepsie, New York 12601-4879
                       (845) 452-2000

1-3268                 Central Hudson Gas & Electric Corporation    14-0555980
                       (Incorporated in New York)
                       284 South Avenue
                       Poughkeepsie, New York 12601-4879
                       (845) 452-2000

     Indicate by check mark whether the  Registrants  (1) have 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
Registrants  were required to file such  reports),  and (2) have been subject to
such filing requirements for the past 90 days.

                           Yes  _X_                No  ____
<PAGE>

     Indicate by check mark  whether  Energy Group is an  accelerated  filer (as
defined in Rule 12b-2 of the Act).

                        Yes  __X_           No  ____

     Indicate by check mark whether  Central Hudson is an accelerated  filer (as
defined in Rule 12b-2 of the Act).

                        Yes  _____           No  _X__



     As of the close of business on  September  22, 2004,  (i) CH Energy  Group,
Inc.  had  outstanding  15,762,000  shares of Common  Stock ($0.10 per share par
value) and (ii) all of the outstanding 16,862,087 shares of Common Stock ($5 per
share par value) of Central  Hudson Gas & Electric  Corporation  were held by CH
Energy Group, Inc.

CENTRAL  HUDSON GAS & ELECTRIC  CORPORATION  MEETS THE  CONDITIONS  SET FORTH IN
GENERAL INSTRUCTIONS (H)(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS
FORM WITH THE REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL INSTRUCTION (H)(2).


                                Explanatory Note:

This  Amendment  No. 2 to Form 10-Q/A is being filed to amend  Exhibit 31 to the
Registrants'  Quarterly  Report on Form 10-Q for the quarterly period ended June
30, 2004, previously filed with the Commission.




<PAGE>


            ITEM 6 -  EXHIBITS AND REPORTS ON FORM 8-K

     (a) The following  exhibits are furnished in accordance with the provisions
of Item 601 of Regulation S-K.

Exhibit No.
Regulation S-K
Item 601
Designation            Exhibit Description

10.1          Credit Agreement dated as of June 30, 2004, among Central
              Hudson, the Lenders party thereto, and J.P. Morgan Chase Bank,
              as Administrative Agent Arranger.*

12(i)         Statement Showing Computation of the Ratio of Earnings to
              Fixed Charges for Energy Group.*

12(i)(i)      Statement Showing Computation of the Ratio of Earnings to
              Fixed Charges and the Ratio of Earnings to Fixed Charges and
              Preferred Dividends for Central Hudson.*

31.1          Rule 13a-14(a)/15d-14(a) Certification by Steven V. Lant.

31.2          Rule 13a-14(a)/15d-14(a) Certification by Christopher M. Capone.

32.1          Section 1350 Certification by Steven V. Lant.*

32.2          Section 1350 Certification by Christopher M. Capone.*

99(i)13       Order of the PSC, issued and effective April 6, 2004, authorizing
              new revolving credit facilities and a New Medium Term Note Program
              for Central Hudson.*

99(i)14       Order of the PSC, issued and effective June 14, 2004, modifying
              the rate plan.*

     *  Incorporated  herein by reference  to Energy Group and Central  Hudson's
Quarterly  Report on Form 10-Q for the fiscal  quarter  ended June 30, 2004,  as
amended by amendment no. 1.

     (b) Reports on Form 8-K. During the period covered by this Quarterly Report
on Form 10-Q, Energy Group filed the following Current Reports on Form 8-K:

     (i) A Report  dated  April 26,  2004,  which  reports  first  quarter  2004
earnings.

     (ii) A Report,  dated April 28, 2004,  which reports the election of Steven
V.  Lant as  Chairman  of the  Board of Energy  Group  and the  retirement  from
employment of Paul J. Ganci,  the former Chairman of the Board.
<PAGE>

     (iii) A Report, dated June 14, 2004, which reports the PSC's June 14, 2004,
issuance of an Order  adopting the terms of a Joint Proposal  modifying  certain
terms of Central Hudson's Rate Plan.

     During the period  covered by this Quarterly  Report on Form 10-Q,  Central
Hudson filed the following Current Reports on Form 8-K:

     (i) A Report, dated May 5, 2004, which reported Paul J. Ganci's resignation
from his positions as Chairman of the Board of Central  Hudson and as a director
of Central Hudson and the appointment of Steven V. Lant as Chairman of the Board
and Chief Executive Officer of Central Hudson.

     (ii) A Report,  dated June 14, 2004, which reports the PSC's June 14, 2004,
issuance of an Order  adopting the terms of a Joint Proposal  modifying  certain
terms of Central Hudson's Rate Plan.


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrants  have duly caused  this  report to be signed on their  behalf by the
undersigned hereunder duly authorized.

                                           CH ENERGY GROUP, INC.
                                                (Registrant)


                                           By: /s/ Christopher M. Capone
                                           ------------------------------
                                           Christopher M. Capone
                                           Chief Financial Officer and Treasurer


                                           CENTRAL HUDSON GAS & ELECTRIC
                                           CORPORATION
                                                 (Co-Registrant)


                                           By: /s/ Christopher M. Capone
                                           -------------------------------
                                           Christopher M. Capone
                                           Chief Financial Officer and Treasurer

Date: September 24, 2004




<PAGE>


                                  EXHIBIT INDEX

Following is the list of Exhibits,  as required by Item 601 of  Regulation  S-K,
filed as part of this Quarterly Report on Form 10-Q:

Exhibit No.
Regulation S-K
Item 601
Designation            Exhibit Description

10.1           Credit Agreement dated as of June 30,2004, among Central
               Hudson, the Lenders party thereto, and J.P. Morgan Chase
               Bank, as Administrative Agent Arranger.*

12(i)          Statement Showing Computation of the Ratio of Earnings to
               Fixed Charges for Energy Group.*

12(i)(i)       Statement Showing Computation of the Ratio of Earnings to
               Fixed Charges and the Ratio of Earnings to Fixed Charges
               and Preferred Dividends for Central Hudson.*

31.1           Rule 13a-14(a)/15d-14(a) Certification by Steven V. Lant.

31.2           Rule 13a-14(a)/15d-14(a) Certification by Christopher M. Capone.

32.1           Section 1350 Certification by Steven V. Lant.*

32.2           Section 1350 Certification by Christopher M. Capone.*

99(i)13        Order of the PSC, issued and effective April 6, 2004, authorizing
               new revolving credit facilities and a New Medium
               Term Note Program for Central Hudson.*

99(i)14        Order of the PSC, issued and effective June 14, 2004, modifying
               the rate plan.*

     *  Incorporated  herein by reference  to Energy Group and Central  Hudson's
     Quarterly  Report on Form 10-Q for the fiscal  quarter ended June 30, 2004,
     as amended by amendment no. 1.