UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D. C. 20549

FORM 10-Q



(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the quarterly period ended  March 31, 2005

OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the transition period from  to

|Commissionfile number | Exact name of Registrant as specified in its charter,State of incorporation, Address and Telephone number                              | IRS Employer Identification No.
|--------------------- | -------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------
|1-14766               | Energy East Corporation(Incorporated in New York)
52 Farm View Drive
New Gloucester, Maine 04260-5116
(207) 688-6300www.energyeast.com | 14-1798693                     
|1-5139                | Central Maine Power Company(Incorporated in Maine)
83 Edison Drive
Augusta, Maine 04336
(207) 623-3521                                 | 01-0042740                     
|1-672                 | Rochester Gas and Electric Corporation(Incorporated in New York)
89 East Avenue
Rochester, New York 14649
(585) 546-2700               | 16-0612110                     

Indicate by check mark whether each registrant: (1) has 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes X   No

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

|Registrant                             |       |     
|-------------------------------------- | ----- | ----
|Energy East Corporation                | Yes X | No  
|Central Maine Power Company            | Yes   | No X
|Rochester Gas and Electric Corporation | Yes   | No X





As of April 29, 2005, shares of common stock outstanding for each registrant were:

|Registrant                             | Description              | Shares        
|-------------------------------------- | ------------------------ | --------------
|Energy East Corporation                | Par value $.01 per share | 147,289,363   
|Central Maine Power Company            | Par value $5 per share   | 31,211,471 (1)
|Rochester Gas and Electric Corporation | Par value $5 per share   | 34,506,513 (2)

(1)

This combined Form 10-Q is separately filed by Energy East Corporation, Central Maine Power Company and Rochester Gas and Electric Corporation. Information contained herein relating to any individual registrant is filed by such registrant on its own behalf. Each registrant makes no representation as to information relating to the other registrants.





|Item | TABLE OF CONTENTS                                                                                                                                                                                                                                                                                                                                                                                                                   | Page                
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     |                     
|     | Glossary of Terms                                                                                                                                                                                                                                                                                                                                                                                                                   | iii                 
|     | Forward-looking Statements                                                                                                                                                                                                                                                                                                                                                                                                          | iv                  
|     | PART I - FINANCIAL INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                      |                     
|1
2  | Financial Statements 
Management's Discussion and Analysis of Financial Condition 
    and Results of Operations                                                                                                                                                                                                                                                                                                                    |                     
|     | Energy East Corporation  Condensed Consolidated Statements of IncomeCondensed Consolidated Balance SheetCondensed Consolidated Statements of Cash FlowsCondensed Consolidated Statements of Retained EarningsCondensed Consolidated Statements of Comprehensive IncomeManagement's Discussion and Analysis of Financial Condition 
    and Results of Operations
  (a)Liquidity and Capital Resources(b)Results of Operations       | 1
2
4
5
5
10
12     
|     | Central Maine Power Company
  Condensed Consolidated Balance SheetsCondensed Consolidated Statements of IncomeCondensed Consolidated Statements of Cash FlowsCondensed Consolidated Statements of Retained EarningsCondensed Consolidated Statements of Comprehensive IncomeManagement's Discussion and Analysis of Financial Condition 
    and Results of Operations
  (a)Liquidity and Capital Resources(b)Results of Operations | 14
16
17
17
17
18
19
|     | Rochester Gas and Electric Corporation
  Condensed Balance SheetsCondensed Statements of IncomeCondensed Statements of Cash FlowsCondensed Statements of Retained EarningsCondensed Statement of Comprehensive IncomeManagement's Discussion and Analysis of Financial Condition 
    and Results of Operations
  (a)Liquidity and Capital Resources(b)Results of Operations                                                        | 20
22
23
23
23
24
25
|1    | Notes to Condensed Financial Statements                                                                                                                                                                                                                                                                                                                                                                                             | 27                  
|3    | Quantitative and Qualitative Disclosures About Market Risk                                                                                                                                                                                                                                                                                                                                                                          | 34                  
|4    | Controls and Procedures                                                                                                                                                                                                                                                                                                                                                                                                             | 35                  



|Item          | TABLE OF CONTENTS (Cont'd)                                  | Page
|------------- | ----------------------------------------------------------- | ----
|              |                                                             |     
|              | PART II - OTHER INFORMATION                                 |     
|              |                                                             |     
|2             | Unregistered Sales of Equity Securities and Use of Proceeds | 36  
|6             | Exhibits                                                    | 36  
|Signatures    | 37                                                         
|Exhibit Index | 38                                                         



GLOSSARY OF TERMS

Frequently used abbreviations or acronyms used in this report:

|Energy East Companies     
|--------------------------
|CMP                       
|CMP Group                 
|CNG                       
|Energy East or the company
|NYSEG                     
|RG&E                      
|SCG                       
|UWP                       
|                          
|Third Parties             
|NYISO                     
|NYTOs                     
|RTO                       
|                          
|Regulatory Agencies       
|DPUC                      
|FERC                      
|NYPSC                     
|                          
|Other                     
|ARP 2000                  
|ASGA                      
|Electric Rate Agreement   
|EPS                       
|ESCO                      
|FASB                      
|FIN 46R                   
|FIN 47                    
|Ginna                     
|IRP                       
|Natural Gas Rate Agreement
|NUG                       
|SARs                      
|Statement 123             
|Statement 123R            
|Statement 143             

Forward-looking Statements

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements in certain circumstances. This Form 10-Q contains certain forward-looking statements that are based upon management's current expectations and information that is currently available. Whenever used in this report, the words "estimate," "expect," "believe," "anticipate," or similar expressions are intended to identify such forward-looking statements.

In addition to the assumptions and other factors referred to specifically in connection with such statements, factors that involve risks and uncertainties and that could cause actual results to differ materially from those contemplated in any forward-looking statements include, among others: the deregulation and continued regulatory unbundling of a vertically integrated utility industry; the companies' ability to compete in the rapidly changing and increasingly competitive electricity and/or natural gas utility markets; regulatory uncertainty in a politically-charged environment of volatile energy prices; the operation of the NYISO; the operation of ISO New England, Inc. as an RTO; the ability to recover nonutility generator and other costs; changes in fuel supply or cost and the success of strategies to satisfy power requirements; the company's ability to expand its products and services, including its energy infrastructure in the Northeast; the company's ability to integrate the operations of Berkshire Energy Resources, CMP Group, Inc., Connecticut Energy Corporation, CTG Resources, Inc. and RGS Energy Group, Inc.; the company's ability to achieve and maintain enterprise-wide integration synergies; market risk; the ability to obtain adequate and timely rate relief and/or the extension of current rate plans; the continuation of fixed price supply programs at current levels; nuclear or environmental incidents; legal or administrative proceedings; changes in the cost or availability of capital; growth in the areas in which the companies are doing business; weather variations affecting customer energy usage; authoritative accounting guidance; acts of terrorists; the inability of the companies' internal control framework to provide absolute assurance that all incidents of fraud or error will be detected and prevented; and other considerations, such as the effect of the volatility in the equity and fixed income markets on pension benefit cost, that may be disclosed from time to time in the companies' publicly disseminated documents and filings. The companies undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.



PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

|Energy East CorporationCondensed Consolidated Statements of Income- (Unaudited)     
|------------------------------------------------------------------------------------
|Three months ended March 31                                                         
|                                                                                    
|(Thousands, except per share amounts)                                               
|Operating Revenues                                                                  
|Sales and services                                                                  
|Operating Expenses                                                                  
|Electricity purchased and fuel used in generation                                   
|Natural gas purchased                                                               
|Other operating expenses                                                            
|Maintenance                                                                         
|Depreciation and amortization                                                       
|Other taxes                                                                         
|                                                                                    
|Total Operating Expenses                                                            
|                                                                                    
|Operating Income                                                                    
|Other (Income)                                                                      
|Other Deductions                                                                    
|Interest Charges, Net                                                               
|Preferred Stock Dividends of Subsidiaries                                           
|                                                                                    
|Income From Continuing Operations
  Before Income Taxes                             
|Income Taxes                                                                        
|                                                                                    
|Income From Continuing Operations                                                   
|                                                                                    
|Discontinued Operations  Loss from discontinued operations
  Income taxes (benefits)
|                                                                                    
|Loss From Discontinued Operations                                                   
|                                                                                    
|Net Income                                                                          
|                                                                                    
|Earnings Per Share From Continuing 
  Operations, basic                             
|                                                                                    
|Earnings Per Share From Continuing 
  Operations, diluted                           
|                                                                                    
|Earnings Per Share From Discontinued 
  Operations, basic and diluted               
|                                                                                    
|Earnings Per Share, basic                                                           
|                                                                                    
|Earnings Per Share, diluted                                                         
|                                                                                    
|Dividends Paid Per Share                                                            
|                                                                                    
|Average Common Shares Outstanding, basic                                            
|                                                                                    
|Average Common Shares Outstanding, diluted                                          
|                                                                                    

The





|Energy East CorporationCondensed Consolidated Balance Sheets - (Unaudited)
|--------------------------------------------------------------------------
|                                                                          
|                                                                          
|(Thousands)                                                               
|Assets                                                                    
|Current Assets                                                            
|Cash and cash equivalents                                                 
|Accounts receivable, net                                                  
|Fuel, at average cost                                                     
|Materials and supplies, at average cost                                   
|Accumulated deferred income tax benefits, net                             
|Prepayments and other current assets                                      
|                                                                          
|Total Current Assets                                                      
|                                                                          
|Utility Plant, at Original Cost                                           
|Electric                                                                  
|Natural gas                                                               
|Common                                                                    
|                                                                          
|                                                                          
|Less accumulated depreciation                                             
|                                                                          
|Net Utility Plant in Service                                              
|Construction work in progress                                             
|                                                                          
|Total Utility Plant                                                       
|                                                                          
|Other Property and Investments, Net                                       
|                                                                          
|Regulatory and Other Assets                                               
|Regulatory assets                                                         
|Nuclear plant obligations                                                 
|Unfunded future income taxes                                              
|Unamortized loss on debt reacquisitions                                   
|Environmental remediation costs                                           
|Nonutility generator termination agreements                               
|Other                                                                     
|                                                                          
|Total regulatory assets                                                   
|                                                                          
|Other assets                                                              
|Goodwill, net                                                             
|Prepaid pension benefits                                                  
|Other                                                                     
|                                                                          
|Total other assets                                                        
|                                                                          
|Total Regulatory and Other Assets                                         
|                                                                          
|Total Assets                                                              
|                                                                          

The



|Energy East Corporation
Condensed Consolidated Balance Sheets - (Unaudited)    
|-------------------------------------------------------------------------------
|                                                                               
|                                                                               
|(Thousands)                                                                    
|Liabilities                                                                    
|Current Liabilities                                                            
|Current portion of long-term debt                                              
|Notes payable                                                                  
|Accounts payable and accrued liabilities                                       
|Interest accrued                                                               
|Taxes accrued                                                                  
|Other                                                                          
|                                                                               
|Total Current Liabilities                                                      
|                                                                               
|Regulatory and Other Liabilities                                               
|Regulatory liabilities                                                         
|Accrued removal obligation                                                     
|Deferred income taxes                                                          
|Gain on sale of generation assets                                              
|Pension benefits                                                               
|Other                                                                          
|                                                                               
|Total regulatory liabilities                                                   
|                                                                               
|Other liabilities                                                              
|Deferred income taxes                                                          
|Nuclear plant obligations                                                      
|Other postretirement benefits                                                  
|Environmental remediation costs                                                
|Other                                                                          
|                                                                               
|Total other liabilities                                                        
|                                                                               
|Total Regulatory and Other Liabilities                                         
|                                                                               
|Debt owed to subsidiary holding solely parent debentures                       
|Other long-term debt                                                           
|                                                                               
|Total long-term debt                                                           
|                                                                               
|Total Liabilities                                                              
|                                                                               
|Commitments                                                                    
|Preferred Stock of Subsidiaries Redeemable solely at the option of subsidiaries
|Common Stock Equity
 Common stock                                              
|Capital in excess of par value                                                 
|Retained earnings                                                              
|Accumulated other comprehensive income (loss)                                  
|Deferred compensation                                                          
|Treasury stock, at cost                                                        
|                                                                               
|Total Common Stock Equity                                                      
|                                                                               
|Total Liabilities and Stockholders' Equity                                     
|                                                                               

The





|Energy East CorporationCondensedConsolidated Statements of Cash Flows - (Unaudited)
|-----------------------------------------------------------------------------------
|Three months ended March 31                                                        
|                                                                                   
|(Thousands)                                                                        
|Net Cash Provided by Operating Activities                                          
|                                                                                   
|Investing Activities                                                               
|Utility plant additions                                                            
|Other property and investments additions                                           
|Other property and investments sold                                                
|Other                                                                              
|                                                                                   
|Net Cash Used in Investing Activities                                              
|                                                                                   
|Financing Activities                                                               
|Issuance of common stock                                                           
|Repurchase of common stock                                                         
|Repayments of preferred stock of subsidiaries                                      
|Long-term note repayments                                                          
|Notes payable three months or less, net                                            
|Book overdraft                                                                     
|Dividends on common stock                                                          
|                                                                                   
|Net Cash Used in Financing Activities                                              
|                                                                                   
|Net Increase in Cash and Cash Equivalents                                          
|Cash and Cash Equivalents, Beginning of Period                                     
|                                                                                   
|Cash and Cash Equivalents, End of Period                                           
|                                                                                   

The







|Energy East CorporationCondensedConsolidated Statements of Retained Earnings - (Unaudited)
|------------------------------------------------------------------------------------------
|Three months ended March 31                                                               
|                                                                                          
|(Thousands)                                                                               
|Balance, Beginning of Period                                                              
|                                                                                          
|Add net income                                                                            
|                                                                                          
|Deduct dividends on common stock                                                          
|                                                                                          
|Balance, End of Period                                                                    
|                                                                                          

The



|Energy East CorporationCondensed Consolidated Statements of Comprehensive Income - (Unaudited)                                                               
|-------------------------------------------------------------------------------------------------------------------------------------------------------------
|Three months ended March 31                                                                                                                                  
|                                                                                                                                                             
|(Thousands)                                                                                                                                                  
|Net income                                                                                                                                                   
|Other comprehensive income, net of tax                                                                                                                       
|Net unrealized gains (losses) on investments, net of income tax
    (expense) benefit of $ - for 2005 and 2004                                               
|Unrealized gains on derivatives qualified as hedges, net of
    income tax (expense) of $(28,868) for 2005 and $(12,517) for 2004                            
|Reclassification adjustment for (gains) losses included in net income,
    net of income tax expense (benefit) of $(21,371) for 2005 and 
    $5,300 for 2004
|                                                                                                                                                             
|Net unrealized gains on derivatives qualified as hedges                                                                                                      
|                                                                                                                                                             
|Total other comprehensive income                                                                                                                             
|                                                                                                                                                             
|Comprehensive Income                                                                                                                                         
|                                                                                                                                                             

The



Item 2.

Energy East Corporation

Overview

Energy East's primary operations, its electric and natural gas utility operations, are subject to rate regulation. The approved regulatory treatment on various matters could significantly affect the company's financial position and results of operations. Energy East has long-term rate plans for New York State Electric & Gas Corporation, Rochester Gas & Electric Corporation, Central Maine Power Company, Connecticut Natural Gas Corporation, The Southern Connecticut Gas Company  and The Berkshire Gas Company. The plans presently provide for sharing of achieved savings among customers and shareholders, allow for recovery of certain costs including exogenous and stranded costs, and provide stable rates for customers and revenue predictability for those six operating companies. However, the CNG and SCG plans expire at the end of September 2005, and SCG has filed a one-year rate case while CNG intends to operate with the rates established in its current long term plan following its termination.

Energy East's management focuses its strategic efforts on those areas of the company that it believes would have the greatest effect on shareholder value. Efficient operations are a key aspect of increasing shareholder value. Management has implemented plans to achieve savings through a company-wide restructuring that was completed in early 2004 and continued consolidation of utility support services.

The continuing uncertainty in the evolution of the utility industry, particularly the electric utility industry, has resulted in several federal and state regulatory proceedings that could significantly affect operations, although the outcomes of the proceedings are difficult to predict. Those proceedings could affect the nature of the electric and natural gas utility industries in New York and New England.

The company engages in various investing and financing activities to meet its strategic objectives. The primary goal of investing activities is to maintain a reliable energy delivery infrastructure. Investing activities are funded primarily with internally generated funds. Financing activities are focused on maintaining adequate liquidity, improving credit quality and minimizing the cost of capital.

Strategy

Energy East has maintained a consistent "pipes and wires" strategy over the past several years, focusing on the transmission and distribution of electricity and natural gas rather than the more volatile generation and energy trading businesses. Achieving operating excellence and efficiencies throughout the company is central to this strategy. While Energy East has sold certain noncore businesses and the last of its substantial regulated generation assets, investment in infrastructure that supports the electric and natural gas delivery systems will continue in 2005. Utility Shared Services Corporation, a subsidiary of Energy East, has improved efficiencies and achieved savings through the integration of the companies' information systems, purchasing, accounting and finance functions.

The company's long-term rate plans continue to be a critical component of its success. While specific provisions may vary among the company's public utility subsidiaries, the overall strategy includes creating stable rate environments that allow the companies to earn a fair return while minimizing price increases and sharing benefits with customers.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Energy East Corporation

Electric Delivery Business

The company's electric delivery business consists primarily of its regulated electricity transmission, distribution and generation operations in upstate New York and Maine.



RG&E Electric Rate Unbundling: In June 2003, as required by an NYPSC Order issued in March 2003, RG&E filed documentation with the NYPSC to unbundle commodity charges from delivery charges and to create electric commodity options for all customers. The Electric Rate Agreement provides for that unbundling and for the commodity options. Beginning January 1, 2005, customers have an opportunity to choose to purchase commodity service from RG&E at a fixed rate or at a price that varies monthly based on the market price of electricity. Alternatively, customers may continue to choose to purchase their commodity service from an ESCO. Customers enrolled in these new commodity options between October 1, 2004, and December 31, 2004. Customers who did not make a choice will be served under RG&E's variable price option. Approximately 77% of those customers who made a choice selected RG&E's fixed price option. About 25% of RG&E's load is now served under that option.

Errant Voltage: In January 2005 the NYPSC issued an Order Instituting Safety Standards in response to a pedestrian being electrocuted from contact with an energized service box cover in New York City, which is outside the company's service territory. All New York utilities were directed to respond to that order by February 19, 2005, with a report that provided a detailed voltage testing program, an inspection program and schedule, safety criteria applied to each program, a quality assurance program, a training program for testing and inspections and a description of current or planned research and development activities related to errant voltage and safety issues. The Order Instituting Safety Standards also denies utility requests for recovery of implementation costs and establishes criteria for utilities seeking authorization to recover costs as an incremental expense. In addition, penalties for failure to achieve annual performance targets for testing and inspections were established at 75 basis points each. NYSEG and RG&E have reviewed the NYPSC order and jointly filed in early February 2005, with two other New York State utilities, a petition for rehearing that focuses on several areas including the impracticability of the timetable established in the order. In addition, NYSEG and RG&E filed a separate petition for rehearing dealing with the recovery of incremental costs of complying with the order. NYSEG and RG&E do not know what actions will be taken on the petitions for rehearing. In response to the order, in late February 2005 NYSEG and RG&E filed a testing and inspection plan that is consistent with the timetable identified in the above noted joint petition for rehearing. NYSEG and RG&E have begun to implement their plans, including testing of equipment, according to the timetable set by the NYPSC.



NYPSC Collaborative on End State of Energy Competition: In March 2000 the NYPSC instituted a proceeding to address the future of competitive electric and natural gas markets, including the role of regulated utilities in those markets. Other objectives of the proceeding include identifying and suggesting actions to eliminate obstacles to the development of those competitive markets and providing recommendations concerning provider of last resort and related issues. In January 2004 the NYPSC issued a notice seeking additional comments in light of the passage of time and the evolution of competitive markets. In March and April 2004 NYSEG and RG&E submitted comments supporting periodic assessment of the retail competitive marketplace and opposing the adoption of any policies restricting customer choice

Management's Discussion and Analysis of Financial Condition and Results of Operations

Energy East Corporation

of supplier or limiting the availability of supply options from any particular supplier. NYSEG and RG&E believe that the NYPSC should not adopt a single end-state vision for New York and should maintain flexibility by addressing each utility in the context of that utility's unique circumstances.

On August 25, 2004, the NYPSC issued a Statement of Policy on Further Steps Toward Competition in Retail Energy Markets recommending that all potentially competitive utility functions be opened to competition. While it is not possible to determine when markets will become workably competitive, all utilities will be required to prepare plans to foster the development of retail energy markets. The plans can vary by individual utility, and NYSEG and RG&E do not expect that statement of policy to affect their commodity service options under their current rate plans. NYSEG and RG&E filed their retail access plans with the NYPSC on April 14, 2005. As part of its filing, NYSEG requested NYPSC approval, by September 30, 2005, to continue offering its current commodity options to customers, with new two-year commodity offering programs beginning January 1, 2007, that are the same as its current program except for the addition of a program to facilitate ESCO market participation by NYSEG billing and collecting directly from ESCO customers.

NYSEG and RG&E have also supplied comments in NYPSC proceedings involving other investor-owned utilities regarding programs designed to encourage customers to migrate from utilities to ESCOs. NYSEG and RG&E believe that the "PowerSwitch" program implemented by Orange and Rockland Utilities, Inc., which is being touted as a model for the rest of the state, is flawed. In their filing, NYSEG and RG&E have questioned whether the program is consistent with the NYPSC's Uniform Business Practices. NYSEG and RG&E believe the program results may be suspect and should not be used as a basis to expand the program to other utilities.

NYSEG and RG&E are not able to predict what effect, if any, these latest developments will have on their future operations.



CMP Alternative Rate Plan: ARP 2000 began on January 1, 2001, and continues through December 31, 2007, with price changes, if any, occurring on July 1, in the years 2002 through 2007. On March 15, 2005, CMP submitted its annual compliance filing under ARP 2000. CMP's filing includes a distribution price decrease of approximately 1% as a result of inflation being less than the productivity offset for 2005. In addition, CMP anticipates a transmission rate change in June 2005 to reflect updates to the formula rates for 2004 costs.

Transmission Planning and Expansion and Generation Interconnection: In March 2005 the NYISO submitted a report to the FERC proposing details concerning an economic planning process, which was designed by the NYISO and its market participants. The process provides for expanded reporting of historical congestion, congestion forecasting, examination of market rules for providing enhanced market-based initiatives and reliability analysis of proposed economic upgrades. NYSEG and RG&E support the NYISO's planning process.

NYISO Billing Adjustment: The NYISO frequently bills transmission owners on a retroactive basis when adjustments are necessary. Such retroactive billings can cover several months or years and cannot be reasonably estimated. NYSEG and RG&E record transmission revenue or expense as appropriate when revised amounts can be estimated. On January 25, 2005, the



Management's Discussion and Analysis of Financial Condition and Results of Operations

Energy East Corporation





NYISO notified the NYTOs, including NYSEG and RG&E, of errors related to transmission congestion contract billings for periods including May 2000 through October 2002. Preliminary estimates released in the first quarter indicate net charges, excluding interest, of approximately $0.7 million for NYSEG and less than $0.1 million for RG&E for the periods in question.

In March 2005 the NYISO received a FERC order directing it to modify certain energy prices for May 8 and 9, 2000, and to rebill NYISO market participants, including RG&E. On April 4, 2005, requests for rehearing of this order were filed with the FERC. RG&E recorded an estimated charge of $2 million related to the rebilling during the first quarter of 2005.

Natural Gas Delivery Business

The company's natural gas delivery business consists of its regulated natural gas transportation, storage and distribution operations in New York, Connecticut, Maine and Massachusetts.







SCG Request for Recovery of Exogenous Costs: In December 2003 SCG filed an application with the DPUC to recover approximately $21 million of exogenous costs under its approved IRP. The exogenous costs to be recovered include qualified pension and other postretirement benefits expenses, taxes, uncollectible expense and the cost of SCG's Customer Hardship Arrearage Forgiveness Program. Those costs were the result of events that were unanticipated and beyond SCG's control. SCG's IRP decision, approved by the DPUC, allows SCG to petition the DPUC for relief from substantial and material costs resulting from such exogenous events. The DPUC established a docket for this proceeding and hearings were held in April 2004. On October 27, 2004, the DPUC issued a final decision that denied current recovery of exogenous costs but recognized that the costs would be reviewed in SCG's next rate case. On December 9, 2004, SCG filed an appeal with the Connecticut Superior Court concerning certain aspects of the DPUC's decision. The current schedule calls for the SCG brief to be filed on May 11, 2005, and the DPUC's brief to be filed on July 11, 2005.

SCG Regulatory Proceeding: SCG's IRP expires September 30, 2005. As a result of the DPUC's decision denying recovery of exogenous costs, SCG filed a one year rate case on April 29, 2005, requesting approximately $35 million of additional revenues, which is an increase of approximately 11% compared to revenues based on current rates. The rate filing requests, among other items, greater recovery of deferred costs, similar to SCG's request for recovery of exogenous costs.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Energy East Corporation

Other Matters

New Accounting Standards

Statement 123R:In December 2004 the FASB issued Statement 123R, which is a revision of Statement No. 123. Statement 123R requires a public entity to measure the cost of employee services that it receives in exchange for an award of equity instruments based on the grant-date fair value of the award and recognize that cost over the period during which the employee is required to provide service in exchange for the award. Statement 123R also requires a public entity to initially measure the cost of employee services received in exchange for an award of liability instruments based on the award's current fair value, subsequently remeasure the fair value of the award at each reporting date through the settlement date and recognize changes in fair value during the required service period as compensation cost over that period. The company's adoption of Statement 123R as of January 1, 2006, is not expected to have a material effect on its financial position, results of operations or cash flows. (See Note 5 to the Condensed Financial Statements.)

FIN 47: In March 2005 the FASB issued FIN 47. FIN 47 clarifies that the term "conditional asset retirement obligation" as used in Statement 143 refers to an entity's "legal obligation to perform an asset retirement activity in which the timing and (or) method of settlement are conditional on a future event that may or may not be within the control of the entity." FIN 47 requires that if an entity has sufficient information to reasonably estimate the fair value of the liability for a conditional asset retirement obligation, it must recognize that liability at the time the liability is incurred. The company does not expect that its application of FIN 47 effective December 31, 2005, will have a material effect on its financial position, results of operations or cash flows. (See Note 5 to the Condensed Financial Statements.)

(a) Liquidity and Capital Resources

Operating Activities: Significant operating activities that affected liquidity and cash flows during the first three months of 2005 included the following:

- A $25 million refund to RG&E customers using proceeds from the sale of Ginna, pursuant to the RG&E Electric Rate Agreement. The RG&E Electric Rate Agreement requires additional refunds of $15 million in 2006 and $10 million in 2007.
- Contributions of $54 million to certain of the company's pension plans. These contributions are intended to bring these plans closer to a fully-funded position. No additional contributions are anticipated for this year. (See report on Form 10-K for Energy East, CMP and RG&E for fiscal year ended December 31, 2004, Item 8, Financial Statements and Supplementary Data.)
- Natural gas inventories were reduced by $148 million as they were drawn down during the heating season.
- Amounts owed to customers under levelized payment plans decreased by $51 million.
- Accounts receivable increased by $83 million.

While the last three items are typical for the first quarter of the year, the changes were greater in 2005 than in 2004 due to higher wholesale prices of both electricity and natural gas and the related increases in customer bills.



Management's Discussion and Analysis of Financial Condition and Results of Operations

Energy East Corporation



Investing Activities: Capital spending for the first three months of 2005 was $62 million. Capital spending is projected to be $388 million for 2005 and is expected to be paid for principally with internally generated funds. Capital spending will be primarily for the extension of energy delivery service, necessary improvements to existing facilities, compliance with environmental requirements and governmental mandates, a customer care system and an Infrastructure Replacement Program.

Financing Activities: The financing activities discussed below include those activities necessary for the company and its principal subsidiaries to maintain adequate liquidity, improve credit quality and ensure access to capital markets. Activities include maintenance of credit facilities, minimal common stock issuances and various medium-term and long-term debt arrangements.

During the three months ended March 31, 2005, the company issued 209,212 shares of common stock, at an average price of $26.41 per share, through its Investor Services Program. The shares issued were original issue shares.

In April 2005 the company awarded 236,406 shares of its common stock, issued out of its treasury stock, to certain employees through its Restricted Stock Plan and recorded deferred compensation of $6 million based on the market price of $26.12 per share of common stock on the date of the award.

On March 24, 2005, NYSEG filed a Form 15 with the Securities and Exchange Commission, terminating its status as a registrant under the Securities Exchange Act of 1934 (Exchange Act). NYSEG will no longer file reports on Forms 10-K, 10-Q or 8-K. CMP also intends to terminate its Exchange Act registration, following its redemption of a series of outstanding preferred stock during the second quarter of 2005. The company does not expect that the termination of NYSEG's or CMP's Exchange Act registrations will materially impair their access to, or cost of, capital.

During the first quarter of 2005 NYSEG auctioned $100 million of Series 2004C pollution control revenue bonds for a period of five years through January 2010, at 3.245%. NYSEG also converted $60 million of Series 1985A pollution control revenue bonds from an annual term put mode to a fixed rate of 4.10% through maturity on March 15, 2015.

In March 2005 CMP redeemed at par $25 million of its Series E, 8.125% medium-term notes with proceeds from the issuance of short-term debt. In April 2005 CMP issued $25 million of Series F medium-term notes at 5.78% with a 30-year maturity.



Management's Discussion and Analysis of Financial Condition and Results of Operations

Energy East Corporation

(b) Results of Operations

|Three months ended March 31                          | 2005       | 2004      
|---------------------------------------------------- | ---------- | ----------
|                                                     |            |           
|(Thousands, except per share amounts)                |            |           
|Operating Revenues                                   | $1,637,278 | $1,551,356
|Operating Income                                     | $320,817   | $267,692  
|Income from Continuing Operations                    | $154,366   | $120,929  
|Net Income                                           | $154,366   | $120,552  
|Average Common Shares Outstanding, basic             | 146,875    | 146,085   
|Earnings Per Share from Continuing Operations, basic | $1.05      | $.83      
|Earnings Per Share, basic                            | $1.05      | $.83      
|Dividends Paid Per Share                             | $.275      | $.26      
|                                                     |            |           

Earnings Per Share

Earnings per share, basic for the quarter ended March 31, 2005, increased 22 cents compared to the quarter ended March 31, 2004, primarily because of:

- An increase of 6 cents per share due to higher margins on electric sales,
- An increase of 6 cents per share due to higher other electric revenues including a nonrecurring credit for CMP from a NUG contract restructuring incentive and the annual Ginna sale incentive for RG&E,
- An increase of 6 cents per share resulting from lower stock option expense,
- An increase of 2 cents due to reductions in other taxes and interest expense, and
- An increase of 2 cents due to higher net revenues on natural gas sales.

Operating Results for the Electric Delivery Business

|Three months ended March 31        | 2005     | 2004    
|---------------------------------- | -------- | --------
|                                   |          |         
|(Thousands)                        |          |         
|Retail Deliveries - Megawatt-hours | 8,076    | 8,051   
|Operating Revenues                 | $768,322 | $730,595
|Operating Expenses                 | $584,436 | $586,195
|Operating Income                   | $183,886 | $144,400
|                                   |          |         

Operating Revenues:The $38 million increase in operating revenues for the first quarter of 2005 was primarily the result of:

- An increase of $32 million due to higher prices for retail electric energy supplied by the company under various commodity options,
- An increase of $21 million in other electric revenues including $6 million for CMP resulting from a NUG restructuring incentive, and for RG&E $3 million for the annual Ginna sale incentive and $8 million from amortization of the ASGA to offset the incremental cost of power as a result of the Ginna sale.

Those increases were partially offset by:

- A decrease of $14 million as a result of lower sales of electric energy due to customer migration to other supply options.



Management's Discussion and Analysis of Financial Condition and Results of Operations

Energy East Corporation

Operating Expenses: The $2 million decrease in operating expenses for the first quarter of 2005 was primarily the result of:

- A reduction of $10 million due to lower stock option expense, and
- A reduction of $2 million in other taxes.

Those decreases were substantially offset by:

- A net increase of $1 million in operating expenses as a result of the sale of Ginna, reflecting an increase in purchased power costs of $37 million, partially offset by decreases of $20 million in other operating and maintenance expenses, $13 million in depreciation and $3 million in other taxes,
- An increase of $3 million in depreciation, excluding Ginna, and
- Increases in various other operating and maintenance expenses, excluding Ginna, totaling $4 million.

Operating Results for the Natural Gas Delivery Business

|Three months ended March 31    | 2005     | 2004    
|------------------------------ | -------- | --------
|                               |          |         
|(Thousands)                    |          |         
|Retail Deliveries - Dekatherms | 86,256   | 87,597  
|Operating Revenues             | $721,197 | $681,724
|Operating Expenses             | $587,065 | $556,706
|Operating Income               | $134,132 | $125,018
|                               |          |         

Operating Revenues: Operating revenues for the first quarter of 2005 increased $39 million primarily as a result of:

- An increase of $47 million as a result of higher market prices of natural gas that were passed on to customers, and
- An increase of $4 million in other natural gas revenues.

Those increases were partially offset by:

- Decreases in natural gas deliveries of $13 million. Although temperatures for 2005 and 2004 were comparable for the quarter, customer usage declined.

Operating Expenses: Operating expenses for the first quarter of 2005 increased $30 million primarily as a result of:

- An increase of $44 million due to higher market prices of purchased natural gas.

That increase was partially offset by:

- A reduction of $9 million because of lower volumes of natural gas purchases, and
- A reduction of $5 million in other operating and maintenance costs.





Item 1.  Financial Statements



|Central Maine Power CompanyCondensed Consolidated Balance Sheets - (Unaudited)
|------------------------------------------------------------------------------
|                                                                              
|                                                                              
|(Thousands)                                                                   
|Assets                                                                        
|Current Assets                                                                
|Cash and cash equivalents                                                     
|Accounts receivable, net                                                      
|Materials and supplies, at average cost                                       
|Accumulated deferred income tax benefits, net                                 
|Prepayments and other current assets                                          
|                                                                              
|Total Current Assets                                                          
|                                                                              
|Utility Plant, at Original Cost                                               
|Electric                                                                      
|Less accumulated depreciation                                                 
|                                                                              
|Net Utility Plant in Service                                                  
|Construction work in progress                                                 
|                                                                              
|Total Utility Plant                                                           
|                                                                              
|Other Property and Investments, Net                                           
|                                                                              
|Regulatory and Other Assets                                                   
|Regulatory assets                                                             
|Nuclear plant obligations                                                     
|Unfunded future income taxes                                                  
|Unamortized loss on debt reacquisitions                                       
|Demand-side management program costs                                          
|Nonutility generator termination agreement                                    
|Other                                                                         
|                                                                              
|Total regulatory assets                                                       
|                                                                              
|Other assets                                                                  
|Goodwill, net                                                                 
|Prepaid pension benefits                                                      
|Other                                                                         
|                                                                              
|Total other assets                                                            
|                                                                              
|Total Regulatory and Other Assets                                             
|                                                                              
|Total Assets                                                                  
|                                                                              

The





|Central Maine Power Company
Condensed Consolidated Balance Sheets - (Unaudited)
|-------------------------------------------------------------------------------
|                                                                               
|                                                                               
|(Thousands)                                                                    
|Liabilities                                                                    
|Current Liabilities                                                            
|Current portion of long-term debt                                              
|Notes payable                                                                  
|Accounts payable and accrued liabilities                                       
|Interest accrued                                                               
|Taxes accrued                                                                  
|Other                                                                          
|                                                                               
|Total Current Liabilities                                                      
|                                                                               
|Regulatory and Other Liabilities                                               
|Regulatory liabilities                                                         
|Accrued removal obligation                                                     
|Deferred income taxes                                                          
|Gain on sale of generation assets                                              
|Other                                                                          
|                                                                               
|Total regulatory liabilities                                                   
|                                                                               
|Other liabilities                                                              
|Deferred income taxes                                                          
|Nuclear plant obligations                                                      
|Other postretirement benefits                                                  
|Environmental remediation costs                                                
|Other                                                                          
|                                                                               
|Total other liabilities                                                        
|                                                                               
|Total Regulatory and Other Liabilities                                         
|                                                                               
|Long-term debt                                                                 
|                                                                               
|Total Liabilities                                                              
|                                                                               
|Commitments                                                                    
|Preferred Stock
 Preferred stock                                               
|Common Stock Equity
 Common stock                                              
|Capital in excess of par value                                                 
|Retained earnings                                                              
|Accumulated other comprehensive (loss)                                         
|                                                                               
|Total Common Stock Equity                                                      
|                                                                               
|Total Liabilities and Stockholder's Equity                                     
|                                                                               

The





|Central Maine Power CompanyCondensed Consolidated Statements of Income - (Unaudited)
|------------------------------------------------------------------------------------
|Three months ended March 31                                                         
|                                                                                    
|(Thousands)                                                                         
|Operating Revenues                                                                  
|Sales and services                                                                  
|Operating Expenses                                                                  
|Electricity purchased                                                               
|Other operating expenses                                                            
|Maintenance                                                                         
|Depreciation and amortization                                                       
|Other taxes                                                                         
|                                                                                    
|Total Operating Expenses                                                            
|                                                                                    
|Operating Income                                                                    
|Other (Income)                                                                      
|Other Deductions                                                                    
|Interest Charges, Net                                                               
|                                                                                    
|Income Before Income Taxes                                                          
|Income Taxes                                                                        
|                                                                                    
|Net Income                                                                          
|Preferred Stock Dividends                                                           
|                                                                                    
|Earnings Available for Common Stock                                                 
|                                                                                    

The





|Central Maine Power CompanyCondensed Consolidated Statements of Cash Flows - (Unaudited)
|----------------------------------------------------------------------------------------
|Three months ended March 31                                                             
|                                                                                        
|(Thousands)                                                                             
|Net Cash (Used in) Provided by Operating Activities                                     
|                                                                                        
|Investing Activities                                                                    
|Utility plant additions                                                                 
|Other                                                                                   
|                                                                                        
|Net Cash Used in Investing Activities                                                   
|                                                                                        
|Financing Activities                                                                    
|Equity contribution from parent                                                         
|Long-term note repayments                                                               
|Notes payable three months or less, net                                                 
|Book overdraft                                                                          
|Dividends on common and preferred stock                                                 
|                                                                                        
|Net Cash Used in Financing Activities                                                   
|                                                                                        
|Net Increase in Cash and Cash Equivalents                                               
|Cash and Cash Equivalents, Beginning of Period                                          
|                                                                                        
|Cash and Cash Equivalents, End of Period                                                
|                                                                                        

The

|Central Maine Power CompanyCondensed Consolidated Statements of Retained Earnings - (Unaudited)
|-----------------------------------------------------------------------------------------------
|Three months ended March 31                                                                    
|                                                                                               
|(Thousands)                                                                                    
|Balance, Beginning of Period                                                                   
|Add net income                                                                                 
|                                                                                               
|                                                                                               
|Deduct Dividends on Capital Stock                                                              
|Preferred                                                                                      
|Common                                                                                         
|                                                                                               
|                                                                                               
|                                                                                               
|Balance, End of Period                                                                         
|                                                                                               

The



|Central Maine Power CompanyCondensed Consolidated Statements of Comprehensive Income - (Unaudited)                      
|------------------------------------------------------------------------------------------------------------------------
|Three months ended March 31                                                                                             
|                                                                                                                        
|(Thousands)                                                                                                             
|Net income                                                                                                              
|Other comprehensive income, net of tax                                                                                  
|Net unrealized (losses) on derivatives qualified as hedges, net of
    income tax benefit of $1,290 for 2005            
|Reclassification adjustment for derivative (gains) included in net
     income, net of income tax expense of $- for 2005
|                                                                                                                        
|Total other comprehensive income (loss)                                                                                 
|                                                                                                                        
|Comprehensive Income                                                                                                    
|                                                                                                                        

The



Item 2.

Central Maine Power Company

Electric Delivery Business

CMP's electric delivery business consists of its regulated electricity transmission and distribution operations.



(a) Liquidity and Capital Resources

Operating Activities: CMP contributed $35 million to its pension plans in March 2005.

Investing Activities: Capital spending for the first three months of 2005 was $11 million. Capital spending is projected to be $55

Financing Activities: In March 2005 CMP redeemed at par $25 million of its Series E, 8.125% medium-term notes with proceeds from the issuance of short-term debt. In April 2005 CMP issued $25 million of Series F medium-term notes at 5.78% with a 30-year maturity.

In March 2005 Energy East made an equity infusion to CMP of $30 million to help fund a $35 million contribution to CMP's pension plans.



Management's Discussion and Analysis of Financial Condition and Results of Operations

Central Maine Power Company

(b) Results of Operations

|Three months ended March 31         | 2005     | 2004    
|----------------------------------- | -------- | --------
|                                    |          |         
|(Thousands)                         |          |         
|Retail Deliveries - Megawatt-hours  | 2,356    | 2,335   
|Operating Revenues                  | $174,848 | $162,750
|Operating Expenses                  | $128,165 | $125,588
|Operating Income                    | $46,683  | $37,162 
|Earnings Available for Common Stock | $25,478  | $20,467 
|                                    |          |         

Earnings



CMP's earnings for the first quarter of 2005 increased $5 million compared to 2004 primarily due to increases in wholesale sales and other revenues.

Operating Revenues: Operating revenues for the first quarter of 2005 increased $12 million primarily as a result of:



Operating Expenses: The $3 million increase in operating expenses for the quarter was primarily the result of:

- Higher maintenance costs resulting from storms occurring in the first quarter of 2005.





Item 1.  Financial Statements

|Rochester Gas and Electric CorporationCondensed Balance Sheets - (Unaudited)
|----------------------------------------------------------------------------
|                                                                            
|                                                                            
|(Thousands)                                                                 
|Assets                                                                      
|Current Assets                                                              
|Cash and cash equivalents                                                   
|Accounts receivable, net                                                    
|Fuel, at average cost                                                       
|Materials and supplies, at average cost                                     
|Accumulated deferred income tax benefits, net                               
|Prepayments and other current assets                                        
|                                                                            
|Total Current Assets                                                        
|                                                                            
|Utility Plant, at Original Cost                                             
|Electric                                                                    
|Natural gas                                                                 
|Common                                                                      
|                                                                            
|                                                                            
|Less accumulated depreciation                                               
|                                                                            
|Net Utility Plant in Service                                                
|Construction work in progress                                               
|                                                                            
|Total Utility Plant                                                         
|                                                                            
|Other Property and Investments, Net                                         
|                                                                            
|Regulatory and Other Assets                                                 
|Regulatory assets                                                           
|Nuclear plant obligations                                                   
|Deferred income taxes                                                       
|Environmental remediation costs                                             
|Unamortized loss on debt reacquisitions                                     
|Nonutility generator termination agreement                                  
|Other                                                                       
|                                                                            
|Total regulatory assets                                                     
|                                                                            
|Other assets                                                                
|Prepaid pension benefits                                                    
|Other                                                                       
|                                                                            
|Total other assets                                                          
|                                                                            
|Total Regulatory and Other Assets                                           
|                                                                            
|Total Assets                                                                
|                                                                            

The





|Rochester Gas and Electric Corporation
Condensed Balance Sheets - (Unaudited)
|-----------------------------------------------------------------------------
|                                                                             
|                                                                             
|(Thousands)                                                                  
|Liabilities                                                                  
|Current Liabilities                                                          
|Accounts payable and accrued liabilities                                     
|Interest accrued                                                             
|Taxes accrued                                                                
|Other                                                                        
|                                                                             
|Total Current Liabilities                                                    
|                                                                             
|Regulatory and Other Liabilities                                             
|Regulatory liabilities                                                       
|Accrued removal obligation                                                   
|Unfunded future income taxes                                                 
|Gain on sale of generation assets                                            
|Other                                                                        
|                                                                             
|Total regulatory liabilities                                                 
|                                                                             
|Other liabilities                                                            
|Deferred income taxes                                                        
|Nuclear waste disposal                                                       
|Other postretirement benefits                                                
|Asset retirement obligation                                                  
|Environmental remediation costs                                              
|Other                                                                        
|                                                                             
|Total other liabilities                                                      
|                                                                             
|Total Regulatory and Other Liabilities                                       
|                                                                             
|Other long-term debt                                                         
|                                                                             
|Total Liabilities                                                            
|                                                                             
|Commitments                                                                  
|Common Stock Equity                                                          
|Common stock                                                                 
|Capital in excess of par value                                               
|Retained earnings                                                            
|Treasury stock, at cost                                                      
|Accumulated other comprehensive income (loss)                                
|                                                                             
|Total Common Stock Equity                                                    
|                                                                             
|Total Liabilities and Stockholder's Equity                                   
|                                                                             

The





|Rochester Gas and Electric CorporationCondensed Statements of Income - (Unaudited)
|----------------------------------------------------------------------------------
|Three months ended March 31                                                       
|                                                                                  
|(Thousands)                                                                       
|Operating Revenues                                                                
|Electric                                                                          
|Natural gas                                                                       
|                                                                                  
|Total Operating Revenues                                                          
|                                                                                  
|Operating Expenses                                                                
|Electricity purchased and fuel used in generation                                 
|Natural gas purchased                                                             
|Other operating expenses                                                          
|Maintenance                                                                       
|Depreciation and amortization                                                     
|Other taxes                                                                       
|                                                                                  
|Total Operating Expenses                                                          
|                                                                                  
|Operating Income                                                                  
|Other (Income)                                                                    
|Other Deductions                                                                  
|Interest Charges, Net                                                             
|                                                                                  
|Income Before Income Taxes                                                        
|Income Taxes                                                                      
|                                                                                  
|Net Income                                                                        
|Preferred Stock Dividends                                                         
|                                                                                  
|Earnings Available for Common Stock                                               
|                                                                                  

The



|Rochester Gas and Electric CorporationCondensed Statements of Cash Flows - (Unaudited)
|--------------------------------------------------------------------------------------
|Three months ended March 31                                                           
|                                                                                      
|(Thousands)                                                                           
|Net Cash Provided by Operating Activities                                             
|                                                                                      
|Investing Activities                                                                  
|Utility plant additions                                                               
|Nuclear generating plant decommissioning fund                                         
|Other                                                                                 
|                                                                                      
|Net Cash Used in Investing Activities                                                 
|                                                                                      
|Financing Activities                                                                  
|Repayment of preferred stock                                                          
|Book overdraft                                                                        
|Dividends on common and preferred stock                                               
|Other                                                                                 
|                                                                                      
|Net Cash Used in Financing Activities                                                 
|                                                                                      
|Net Increase in Cash and Cash Equivalents                                             
|Cash and Cash Equivalents, Beginning of Period                                        
|                                                                                      
|Cash and Cash Equivalents, End of Period                                              
|                                                                                      

The



|Rochester Gas and Electric CorporationCondensed Statements of Retained Earnings - (Unaudited)
|---------------------------------------------------------------------------------------------
|Three months ended March 31                                                                  
|                                                                                             
|(Thousands)                                                                                  
|Balance, Beginning of Period                                                                 
|Add net income                                                                               
|                                                                                             
|                                                                                             
|Deduct Dividends on Capital Stock                                                            
|Preferred                                                                                    
|Common                                                                                       
|                                                                                             
|                                                                                             
|                                                                                             
|Balance, End of Period                                                                       
|                                                                                             

The



|Rochester Gas and Electric CorporationCondensed Statements of Comprehensive Income- (Unaudited)                           
|--------------------------------------------------------------------------------------------------------------------------
|Three months ended March 31                                                                                               
|                                                                                                                          
|(Thousands)                                                                                                               
|Net income                                                                                                                
|Other comprehensive income, net of tax                                                                                    
|Net unrealized gains on derivatives qualified as hedges, net of
    income tax (expense) of $(1,586) for 2005             
|Reclassification adjustment for derivative (gains) included in net
     income, net of income tax expense of $391 for 2005
|                                                                                                                          
|Total other comprehensive income                                                                                          
|                                                                                                                          
|Comprehensive Income                                                                                                      
|                                                                                                                          

The



Item 2.

Rochester Gas and Electric Corporation

Electric Delivery Business

RG&E's electric delivery business consists of its regulated electricity transmission and distribution operations in western New York. It also generates electricity from its one coal-fired plant, three gas turbines and several smaller hydroelectric stations.











Natural Gas Delivery Business

RG&E's natural gas delivery business consists of its regulated transportation, storage and distribution operations in western New York.



(a) Liquidity and Capital Resources

Operating Activities: Cash flow from operating activities included a $25 million refund to RG&E customers from proceeds of the sale of Ginna, pursuant to the Electric Rate Agreement. The Electric Rate Agreement requires additional refunds of $15 million in 2006 and $10 million in 2007.

Investing Activities: Capital spending for the first three months of 2005 was $10 million. Capital spending is projected to be $91 million for 2005 and is expected to be paid for principally with internally generated funds. Capital spending will be primarily for the extension of energy delivery service, necessary improvements to existing facilities and compliance with environmental requirements and governmental mandates.

Financing Activities: RG&E paid a common dividend of $35 million to Energy East during the first three months of 2005.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Rochester Gas and Electric Corporation

(b) Results of Operations

|Three months ended March 31         | 2005     | 2004    
|----------------------------------- | -------- | --------
|                                    |          |         
|(Thousands)                         |          |         
|Operating Revenues                  | $315,720 | $313,346
|Operating Income                    | $64,878  | $59,852 
|Earnings Available for Common Stock | $30,928  | $25,427 
|                                    |          |         

Earnings

RG&E's earnings for the first quarter of 2005 increased $6 million primarily because of improved results for the electric operating segment due to provisions of RG&E's Electric Rate Agreement.



Operating Results for the Electric Delivery Business

|Three months ended March 31        | 2005     | 2004    
|---------------------------------- | -------- | --------
|                                   |          |         
|(Thousands)                        |          |         
|Retail Deliveries - Megawatt-hours | 1,755    | 1,740   
|Operating Revenues                 | $160,156 | $164,184
|Operating Expenses                 | $122,449 | $129,742
|Operating Income                   | $37,707  | $34,442 
|                                   |          |         

Operating Revenues: First quarter 2005 operating revenues decreased $4 million primarily as a result of:



Those decreases were partially offset by:

- An increase of $8 million due to the amortization of the ASGA to offset incremental supply costs resulting from the sale of Ginna,
- An increase of $4 million due to the collection of a retail access surcharge pursuant to the Electric Rate Agreement, and
- An increase of $3 million reflecting the annual credit from the ASGA to compensate RG&E for maximizing the value of the sale of Ginna, pursuant to the Electric Rate Agreement.

Operating Expenses: Operating expenses decreased $7 million in the first quarter of 2005 primarily as a result of:

- A decrease of $36 million in operating costs as a result of the sale of Ginna, including $20 million for other operating and maintenance expenses, $13 million for depreciation and $3 million for other taxes, and
- A decrease of $6 million in other operating and maintenance expenses, including $4 million from various cost control measures and $2 million from lower stock option expenses.

Those decreases in operating expenses were offset by:

- An increase of $37 million for purchases of power to replace power previously generated by Ginna.



Management's Discussion and Analysis of Financial Condition and Results of Operations

Rochester Gas and Electric Corporation

Operating Results for the Natural Gas Delivery Business

|Three months ended March 31    | 2005     | 2004    
|------------------------------ | -------- | --------
|                               |          |         
|(Thousands)                    |          |         
|Retail Deliveries - Dekatherms | 23,700   | 24,148  
|Operating Revenues             | $155,564 | $149,162
|Operating Expenses             | $128,393 | $123,752
|Operating Income               | $27,171  | $25,410 
|                               |          |         

Operating Revenues: Operating revenues for the first quarter of 2005 increased $6 million primarily as a result of:

- An increase of $7 million due to higher natural gas purchase costs that were passed on to customers, and
- An increase of $3 million due to the Natural Gas Rate Agreement.

Those increases are partially offset by:

- A decrease of $4 million due to lower sales primarily due to lower volume usage per customer.

Operating Expenses: Operating expenses increased $5 million in the first quarter of 2005 primarily as a result of:

- An increase of $7 million due to higher natural gas purchase costs.



Item 1.  Financial Statements

Notes to Condensed Financial Statements
for
Energy East Corporation
Central Maine Power Company
Rochester Gas and Electric Corporation

Notes to Condensed Financial Statements of Registrants:

|Registrant  | Applicable Notes             
|----------- | -----------------------------
|Energy East | 1, 2, 3, 4, 5, 6, 7, 8, 9, 10
|CMP         | 1, 2, 5, 6, 7, 8, 9, 10      
|RG&E        | 1, 2, 5, 7, 8, 9, 10         

Note 1. Unaudited Condensed Financial Statements

The accompanying unaudited condensed financial statements reflect all adjustments necessary, in the opinion of the management of the registrants, for a fair presentation of the interim results. All such adjustments are of a normal, recurring nature. The year-end condensed balance sheet data presented in this quarterly report was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

Energy East's financial statements and CMP's financial statements consolidate their majority-owned subsidiaries after eliminating all intercompany transactions.

The accompanying unaudited financial statements for each registrant should be read in conjunction with the financial statements and notes contained in the report on Form 10-K filed by each registrant for the year ended December 31, 2004. Due to the seasonal nature of the registrants' operations, financial results for interim periods are not necessarily indicative of trends for a 12-month period.

Reclassifications: Certain amounts have been reclassified in the companies' unaudited financial statements to conform to the 2005 presentation and to reflect 2004 discontinued operations for Energy East.



Note 2. Other (Income) and Other Deductions

|Three months ended March 31                  | 2005      | 2004    
|-------------------------------------------- | --------- | --------
|                                             |           |         
|(Thousands)                                  |           |         
|Energy East                                  |           |         
|Interest income                              | $(2,327)  | $(400)  
|Allowance for funds used during construction | (306)     | (102)   
|Earnings from equity investments             | (1,149)   | (1,667) 
|Gains on hedge activity                      | (4,163)   | (847)   
|Miscellaneous                                | (2,122)   | (2,723) 
|                                             |           |         
|Total other (income)                         | $(10,067) | $(5,739)
|                                             |           |         
|Losses on hedge activity                     | $2,243    | -       
|Miscellaneous                                | 1,975     | $3,278  
|                                             |           |         
|Total other deductions                       | $4,218    | $3,278  
|                                             |           |         
|CMP                                          |           |         
|Interest income                              | $(124)    | $(15)   
|Allowance for funds used during construction | (89)      | (89)    
|Earnings from equity investments             | (365)     | (364)   
|Miscellaneous                                | (811)     | (584)   
|                                             |           |         
|Total other (income)                         | $(1,389)  | $(1,052)
|                                             |           |         
|Miscellaneous                                | $222      | $136    
|                                             |           |         
|Total other deductions                       | $222      | $136    
|                                             |           |         
|RG&E                                         |           |         
|Interest income                              | $(518)    | $331    
|Allowance for funds used during construction | (54)      | (54)    
|Gains on hedge activity                      | (842)     | -       
|Miscellaneous                                | (140)     | (939)   
|                                             |           |         
|Total other (income)                         | $(1,554)  | $(662)  
|                                             |           |         
|Miscellaneous                                | $128      | $372    
|                                             |           |         
|Total other deductions                       | $128      | $372    
|                                             |           |         

Note 3. Basic and Diluted Earnings per Share

Basic EPS is determined by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The weighted-average common shares outstanding for diluted EPS include the incremental effect of restricted stock and stock options issued and exclude stock options issued in tandem with SARs. Historically, all stock options have been issued in tandem with SARs and substantially all stock option plan participants have exercised the SARs instead of the stock options. The numerator used in calculating both basic and diluted EPS for each period is the reported net income.

The reconciliation of basic and dilutive average common shares for each period follows:

|Three months ended March 31             | 2005    | 2004   
|--------------------------------------- | ------- | -------
|                                        |         |        
|(Thousands)                             |         |        
|Basic average common shares outstanding | 146,875 | 146,085
|Restricted stock awards                 | 321     | 343    
|Potentially dilutive common shares      | 416     | 256    
|Options issued with SARs                | (416)   | (256)  
|                                        |         |        
|Dilutive average common shares          | 147,196 | 146,428
|                                        |         |        

Options to purchase shares of common stock are excluded from the determination of EPS when the exercise price of the options is greater than the average market price of the common shares during the period. Shares excluded from the EPS calculation for the three months ended March 31 were: 0.9 million in 2005 and 1.8 million in 2004.

Note 4. Discontinued Operations

In keeping with its focus on its regulated electric and natural gas delivery businesses, during recent years the company has been systematically exiting certain noncore businesses. All businesses sold were previously reported in the company's Other business segment. In July 2004 UWP, a subsidiary of CMP Group, sold the assets associated with its utility locating and construction divisions. In October 2004 Energy East Solutions, Inc., a subsidiary of The Energy Network, Inc., completed the sale of its New England and Pennsylvania natural gas customer contracts and related assets.

There were no discontinued operations in 2005. The results of discontinued operations of the businesses sold in 2004 were:

|Three months ended March 31                     | 2004   
|----------------------------------------------- | -------
|                                                |        
|(Thousands)                                     |        
|Component of Energy East Solutions, Inc.        |        
|Revenues                                        | $29,717
|                                                |        
|Loss from operations of discontinued business   | $(358) 
|Income taxes (benefits)                         | (137)  
|                                                |        
|Loss from discontinued operations               | $(221) 
|                                                |        
|Certain Divisions of Union Water Power Co.      |        
|Revenues                                        | $5,018 
|                                                |        
|Loss from operations of discontinued businesses | $(277) 
|Income taxes (benefits)                         | (121)  
|                                                |        
|Loss from discontinued operations               | $(156) 
|                                                |        
|Totals for Discontinued Operations              |        
|Revenues                                        | $34,735
|                                                |        
|Loss from operations of discontinued business   | $(635) 
|Income taxes (benefits)                         | (258)  
|                                                |        
|Loss From Discontinued Operations               | $(377) 
|                                                |        

Note 5. New Accounting Pronouncements

Statement 123R: In December 2004 the FASB issued Statement 123R, which is a revision of Statement 123. Statement 123R requires a public entity to measure the cost of employee services that it receives in exchange for an award of equity instruments based on the grant-date fair value of the award and recognize that cost over the period during which the employee is required to provide service in exchange for the award. Statement 123R also requires a public entity to initially measure the cost of employee services received in exchange for an award of liability instruments based on the award's current fair value, subsequently remeasure the fair value of the award at each reporting date through the settlement date and recognize changes in fair value during the required service period as compensation cost over that period. Statement 123R was to be effective for public entities as of the beginning of the first interim or annual reporting period that begins after June 15, 2005. In March 2005 the SEC approved a new rule that for public companies delays the effective date of Statement 123R. Under the new rule, a public company will be required to prepare financial statements in accordance with Statement 123R beginning with the first interim or annual reporting period of its first fiscal year beginning on or after June 15, 2005.

The company plans to adopt Statement 123R effective January 1, 2006, and follow the modified version of prospective application. The weighted-average fair value per share of stock options awarded in 2004, 2003 and 2002 ranged between $2.93 and $3.91, and is not expected to change significantly for future awards of stock options. As required by Statement 123R, the company will no longer defer compensation cost for awards of restricted (nonvested) stock. Instead it will recognize compensation cost and additional paid-in-capital for the nonvested stock over the period during which the employee is required to provide service in exchange for the award. The company's adoption of Statement 123R as of January 1, 2006, is not expected to have a material effect on its financial position, results of operations or cash flows.

FIN 47: In March 2005 the FASB issued FIN 47. FIN 47 clarifies that the term "conditional asset retirement obligation" as used in Statement 143 refers to an entity's "legal obligation to perform an asset retirement activity in which the timing and (or) method of settlement are conditional on a future event that may or may not be within the control of the entity." FIN 47 requires that if an entity has sufficient information to reasonably estimate the fair value of the liability for a conditional asset retirement obligation, it must recognize that liability at the time the liability is incurred. For calendar-year enterprises such as Energy East and its subsidiaries, FIN 47 is effective no later than December 31, 2005. The company plans to apply FIN 47 as of December 31, 2005. The company is currently in the process of evaluating whether it has conditional asset retirement obligations in addition to its current asset retirement obligations. The company does not expect that its application of FIN 47 will have a material effect on its financial position, results of operations or cash flows.

Note 6. FIN 46R

In December 2003 the FASB issued FIN 46R, which addresses consolidation of variable interest entities. A variable interest entity is an entity that is not controllable through voting interests and/or in which the equity investor does not bear the residual economic risks and rewards. FIN 46R requires a business enterprise to consolidate a variable interest entity if that enterprise has a variable interest that will absorb a majority of the entity's expected losses. The company was required to apply FIN 46R to all entities subject to the interpretation as of March 31, 2004.

CMP and NYSEG have independent, ongoing, power purchase contracts with NUGs. CMP and NYSEG were not involved in the formation of and do not have ownership interests in any NUGs. CMP and NYSEG evaluated each of their power purchase contracts with NUGs with respect to FIN 46R. Most of the purchase contracts were determined not to be variable interests for one of the following four reasons: the contract is based on a fixed price or a market price and there is no other involvement with the NUG, the contract is short-term in duration, the contract is for a minor portion of the NUG's capacity or the NUGs are either governmental organizations or individuals.

The companies are not able to apply FIN 46R to seven remaining NUGs because they are unable to obtain the information necessary to: (1) determine if the NUGs are variable interest entities, (2) determine if either CMP or NYSEG is a NUG's primary beneficiary or (3) perform the accounting required to consolidate any of the seven NUGs. CMP requested necessary information from four NUGs and NYSEG requested information from three NUGs. None of the NUGs provided the requested information. CMP and NYSEG will continue to make efforts to obtain information from the seven NUGs.

The companies purchase electricity from the seven NUGs at above-market prices. CMP and NYSEG are not exposed to any loss as a result of their involvement with NUGs because they are allowed to recover through rates the cost of their purchases. Also, they are under no obligation to a NUG if it decides not to operate for any reason. The combined contractual capacity for the four NUGs from which CMP purchases electricity is approximately 23 megawatts. CMP's purchases from the four NUGs totaled $3 million for the three months ended March 31, 2005 and 2004. The combined contractual capacity for the three NUGs from which NYSEG purchases electricity is approximately 494 megawatts. NYSEG's purchases from the three NUGs totaled $91 million for the three months ended March 31, 2005, and $84 million for the three months ended March 31, 2004.

Neither Energy East nor CMP consolidated any NUGs at March 31, 2005 or 2004.

Note 7. Accounts Receivable

Accounts receivable for the companies include unbilled revenues as follows: Energy East - consolidated unbilled revenues of $227 million at March 31, 2005, and December 31, 2004; CMP - consolidated unbilled revenues of $22 million at March 31, 2005, and $24 million at December 31, 2004; RG&E - unbilled revenues of $39 million at March 31, 2005, and $40 million at December 31, 2004.

Note 8. Retirement Benefits

Components of net periodic benefit cost

|                                                   | Pension Benefits | Postretirement Benefits
|-------------------------------------------------- | ---------------- | -----------------------
|Three months ended March 31                        | 2005             | 2004                   
|                                                   |                  |                        
|(Thousands)                                        |                  |                        
|Energy East                                        |                  |                        
|Service cost                                       | $9,285           | $8,248                 
|Interest cost                                      | 32,031           | 32,561                 
|Expected return on plan assets                     | (52,910)         | (51,318)               
|Amortization of prior service cost                 | 1,249            | 1,164                  
|Recognized net actuarial (gain) loss               | 3,952            | (325)                  
|Amortization of transition (asset) 
    obligation | -                | (308)                  
|                                                   |                  |                        
|Net periodic benefit (income) cost                 | $(6,393)         | $(9,978)               
|                                                   |                  |                        
|CMP                                                |                  |                        
|Service cost                                       | $1,268           | $1,101                 
|Interest cost                                      | 3,551            | 3,462                  
|Expected return on plan assets                     | (3,960)          | (3,592)                
|Amortization of prior service cost                 | 68               | 49                     
|Recognized net actuarial loss                      | 1,484            | 1,143                  
|                                                   |                  |                        
|Net periodic benefit cost                          | $2,411           | $2,163                 
|                                                   |                  |                        
|RG&E                                               |                  |                        
|Service cost                                       | $1,339           | $1,506                 
|Interest cost                                      | 6,803            | 7,467                  
|Expected return on plan assets                     | (12,021)         | (12,456)               
|Amortization of prior service cost                 | 280              | 325                    
|Recognized net actuarial (gain) loss               | (914)            | (1,665)                
|Amortization of transition (asset) 
    obligation | -                | -                      
|                                                   |                  |                        
|Net periodic benefit (income) cost                 | $(4,513)         | $(4,823)               
|                                                   |                  |                        

In March 2005 Energy East's subsidiaries contributed $54 million to their pension plans, including $35 million for CMP.



Note 9. Goodwill and Intangible Assets

The company, CMP and RG&E do not amortize goodwill and/or intangible assets with indefinite lives (unamortized intangible assets). The companies test goodwill and/or unamortized intangible assets for impairment at least annually. The companies amortize intangible assets with finite lives (amortized intangible assets) and review them for impairment. The companies completed annual impairment testing in the third quarter of 2004 and determined that there was no impairment of goodwill and/or unamortized intangible assets.

The carrying amounts of goodwill, by operating segment, were the same at March 31, 2005, and December 31, 2004, and are shown in the table below.

|            | Electric
   Delivery | Natural Gas
  Delivery | Other  | Total     
|----------- | -------------------- | ---------------------- | ------ | ----------
|            |                      |                        |        |           
|(Thousands) |                      |                        |        |           
|Energy East | $844,491             | $676,588               | $4,274 | $1,525,353
|CMP         | $324,938             | -                      | -      | $324,938  
|            |                      |                        |        |           

The company's unamortized intangible assets had a carrying amount of $10 million at March 31, 2005, and December 31, 2004, and primarily consisted of pension assets. The company's amortized intangible assets had a gross carrying amount of $32 million at March 31, 2005, and $31 million at December 31, 2004, and primarily consisted of investments in pipelines and customer lists. Accumulated amortization was $16 million at March 31, 2005, and $15 million at December 31, 2004. Estimated amortization expense for intangible assets for the next five years is approximately $2 million for 2005 and approximately $1 million each year for 2006 through 2009.

CMP's unamortized intangible assets consisted of pension assets and had a carrying amount of $2 million at March 31, 2005, and December 31, 2004. CMP's amortized intangible assets primarily consisted of technology rights and had a gross carrying amount and accumulated amortization of less than $0.3 million at March 31, 2005, and December 31, 2004. Estimated amortization expense for intangible assets is $26 thousand for 2005 and 2006 and $8 thousand for 2007, after which amortization will be complete.

RG&E has no goodwill or unamortized intangible assets. RG&E's amortized intangible assets consisted of water rights and had a gross carrying amount of $3 million and accumulated amortization of $2 million at March 31, 2005, and December 31, 2004. Estimated amortization expense for intangible assets is $78 thousand for each of the next five years, 2006 through 2010.





Note 10. Segment Information

The company's electric delivery segment consists of its regulated transmission, distribution and generation operations in New York and Maine and its natural gas delivery segment consists of its regulated transportation, storage and distribution operations in New York, Connecticut, Maine and Massachusetts. The company measures segment profitability based on net income. Other includes: the company's corporate assets, interest income, interest expense and operating expenses, intersegment eliminations and nonutility businesses.

CMP's electric delivery business, which it conducts in the State of Maine, consists of its transmission and distribution operations. All of CMP's operating results and assets relate to its electric delivery segment.

RG&E's electric delivery segment consists of its regulated transmission, distribution and generation operations. Its natural gas delivery segment consists of its regulated transportation, storage and distribution operations. RG&E measures segment profitability based on net income. RG&E operates in the State of New York.

Selected information for Energy East's and RG&E's business segments is:

|                                          | ElectricDelivery       | Natural GasDelivery | Other           | Total                  
|----------------------------------------- | ---------------------- | ------------------- | --------------- | -----------------------
|(Thousands)                               |                        |                     |                 |                        
|Three Months Ended                        |                        |                     |                 |                        
|March 31, 2005                            |                        |                     |                 |                        
|Operating Revenues
   Energy East
   RG&E | $768,322 
$160,156     | $721,197
$155,564   | $147,759 
-     | $1,637,278 
$315,720   
|Net Income
   Energy East
   RG&E         | $83,101 
$16,172       | $70,303
$14,756     | $962 
-         | $154,366 
$30,928      
|March 31, 2004                            |                        |                     |                 |                        
|Operating Revenues
   Energy East
   RG&E | $730,595 
$164,184     | $681,724
$149,162   | $139,037 
-     | $1,551,356 
$313,346   
|Net Income (Loss)
   Energy East
   RG&E  | $61,195 
$13,680       | $63,807
$12,260     | $(4,450)
-      | $120,552 
$25,940      
|Total Assets                              |                        |                     |                 |                        
|March 31, 2005
   Energy East
   RG&E     | $6,742,189 
$1,685,771 | $3,841,934
$655,577 | $300,082 
    - | $10,884,205 
$2,341,348
|December 31, 2004
   Energy East
   RG&E  | $6,737,573 
$1,670,488 | $3,851,063
$649,634 | $207,477 
-     | $10,796,113 
$2,320,122



Item 3.  Quantitative and Qualitative Disclosures About Market Risk (See report on Form 10-K for Energy East, CMP and RG&E for fiscal year ended December 31, 2004, Item 7A - Quantitative and Qualitative Disclosures About Market Risk.)

Commodity Price Risk: Commodity price risk is a significant issue for the company, NYSEG and RG&E, due to volatility, experienced in the electric wholesale markets. The companies manage this risk through a combination of regulatory mechanisms, such as allowing for the pass-through of the market price of electricity to customers, and through comprehensive risk management processes. These measures mitigate the companies' commodity price exposure, but do not completely eliminate it.

NYSEG, RG&E, and Energy East's energy marketing subsidiaries use electricity contracts, both physical and financial, to manage fluctuations in the cost of electricity. The cost or benefit of those contracts is included in the amount expensed for electricity purchased when the electricity is sold.

NYSEG's current electric rate plan offers retail customers choice in their electricity supply including fixed and variable rate options, and an option to purchase electricity supply from an ESCO. Approximately 40% of NYSEG's total electric load is now provided by an ESCO or at the market price. NYSEG's exposure to fluctuations in the market price of electricity is limited to the load required to serve those customers who select the bundled rate option, which combines delivery and supply service at a fixed price. NYSEG actively hedges the load required to serve customers who select the bundled rate option. As of April 29, 2005, NYSEG's load was fully hedged for on-peak periods and 99% hedged for off-peak periods for May through December 2005. A fluctuation of $1.00 per megawatt-hour in the price of electricity would change earnings less than $25,000 for May through December 2005. The percentage of NYSEG's hedged load is based on NYSEG's load forecasts, which include certain assumptions such as historical weather patterns. Actual results could differ as a result of changes in the load compared to the load forecast.

RG&E's current electric rate plan offers retail customers choice in their electricity supply including fixed and variable rate options, and an option to purchase electricity supply from an ESCO. Approximately 75% of RG&E's total electric load is now provided by an ESCO or at the market price. Two of Energy East's affiliates offer ESCO service and are among the options that NYSEG and RG&E customers have for their electricity supply. RG&E's exposure to fluctuations in the market price of electricity is limited to the load required to serve those customers who select the fixed rate option, which combines delivery and supply service at a fixed price. Owned electric generation and long-term supply contracts significantly reduce RG&E's exposure to market fluctuations for procurement of its electric supply. RG&E actively hedges the load required to serve customers who select the fixed rate option. As of April 29, 2005, RG&E's load was fully hedged for May through December 2005. A fluctuation of $1.00 per megawatt-hour in the price of electricity would change earnings less than $150,000 for May through December 2005. The percentage of RG&E's hedged load is based on RG&E's load forecasts, which include certain assumptions such as historical weather patterns. Actual results could differ as a result of changes in the load compared to the load forecast.

Other Comprehensive Income for the first quarter of 2005 was $81 million. That amount primarily represents the increase in value of the company's derivative positions for future commodity purchases and results from price increases for electricity in the wholesale market. Since the company's derivative positions are used only for hedging its load requirements for customers on fixed prices, Other Comprehensive Income for the quarter will have no effect on future net income.

All of Energy East's natural gas utilities have purchased gas adjustment clauses that allow them to recover through rates any changes in the market price of purchased natural gas, substantially eliminating their exposure to natural gas price risk.

NYSEG and RG&E use natural gas futures and forwards to manage fluctuations in natural gas commodity prices and provide price stability to customers. The cost or benefit of natural gas futures and forwards is included in the commodity cost, which is passed on to customers when the related sales commitments are fulfilled.

Item 4.  Controls and Procedures

The principal executive officers and principal financial officers of Energy East, CMP and RG&E evaluated the effectiveness of their respective company's disclosure controls and procedures as of the end of the period covered by this report. "Disclosure controls and procedures" are controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports that it files or submits under the Securities Exchange Act of 1934, within the time periods specified in the SEC rules and forms, is recorded, processed, summarized and reported, and is accumulated and communicated to the company's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on their evaluation, the principal executive officers and principal financial officers of Energy East, CMP and RG&E concluded that their respective company's disclosure controls and procedures are effective.

Energy East, CMP and RG&E each maintain a system of internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Each company's system of internal control over financial reporting contains self-monitoring mechanisms and actions are taken to correct deficiencies as they are identified. There were no changes in the companies' internal control over financial reporting that occurred during each company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the respective company's internal control over financial reporting.



PART II - OTHER INFORMATION

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

(c)

|Energy East Corporation                              
|-----------------------------------------------------
|Period                                               
|                                                     
|Month #1 
  (January 1, 2005 to   January 31, 2005)  
|                                                     
|Month #2 
  (February 1, 2005 to   February 28, 2005)
|                                                     
|Month #3 
  (March 1, 2005 to   March 31, 2005)      
|                                                     
|Total                                                
|                                                     

(1)

(2)

CMP and RG&E had no issuer purchases of equity securities during the quarter ended March 31, 2005.

Item 6.  Exhibits

See



Signatures



Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

|Date:  May 5, 2005 | ENERGY EAST CORPORATION
                  (Registrant)
By /s/Robert E. Rude           Robert E. Rude
           Vice President and Controller
           (Principal Accounting Officer)                                            
|------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Date:  May 5, 2005 | CENTRAL MAINE POWER COMPANY
                  (Registrant)
By /s/R. Scott Mahoney             R. Scott Mahoney
             Vice President - Controller, 
             Treasurer & Clerk
             (Principal Financial Officer)
|Date:  May 5, 2005 | ROCHESTER GAS AND ELECTRIC CORPORATION
                  (Registrant)
By /s/Joseph J. Syta           Joseph J. Syta
           Vice President - Controller and Treasurer
           (Principal Financial Officer)                  



EXHIBIT INDEX

The following exhibits are delivered with this report:

|Registrant                              | Exhibit No. | Description of Exhibit                                                                                                                                                                                                
|--------------------------------------- | ----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Energy East Corporation                 | 3-5         | By-Laws of the company as amended April 7, 2005.                                                                                                                                                                      
|                                        | (A)10-22    | Annual Executive Incentive Plan Amendment No. 3.                                                                                                                                                                      
|                                        | (A)10-23    | Form of Restricted Stock Award Grant.                                                                                                                                                                                 
|                                        | 31-1        | Certification under Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                    
|                                        | 31-2        | Certification under Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                    
|                                        | *32         | Certifications under Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                   
|Central Maine Power
 Company            | 4-3         | Sixth Supplemental Indenture dated as of April 1, 2005, relating to Medium-Term Notes, Series F, and supplementing the Indenture dated as of August 1, 1989, between the company and The Bank of New York, as trustee.
|                                        | 31-1        | Certification under Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                    
|                                        | 31-2        | Certification under Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                    
|                                        | *32         | Certifications under Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                   
|Rochester Gas and
 Electric Corporation | 31-1        | Certification under Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                    
|                                        | 31-2        | Certification under Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                    
|                                        | *32         | Certifications under Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                   

_________________________________

* Furnished pursuant to Regulation S-K Item 601(b)(32).

(A) Management contract or compensatory plan or arrangement.