<PAGE>
                          B Y - L A W S

                                OF

            CENTRAL HUDSON GAS & ELECTRIC CORPORATION

                        ___________________


                            ARTICLE I.

                     MEETINGS OF SHAREHOLDERS

     SECTION 1.  Place of Meeting.  All meetings of the
shareholders shall be held at the principal office of the
Corporation in the City of Poughkeepsie, County of Dutchess,
State of New York, or at such other place or places in the State
of New York as may from time to time be fixed by the Board of
Directors.

     SECTION 2.  Annual Meeting.  The Annual Meeting of the
shareholders, for the election of directors and the transaction
of such other business as may be brought before the meeting,
shall be held each year on the first Tuesday in April (or if said
day be a legal holiday, then on the next succeeding business
day), at such time of day as the directors may determine.

     SECTION 3.  Special Meetings.  Special meetings of the
shareholders may be called by the Board of Directors or by the
Chairman of the Board of Directors or by the President, or by
shareholders together holding at least one third of the capital
stock of the Corporation entitled to vote or act with respect
thereto upon the business to be brought before such meeting.

     SECTION 4.  Notice of Meetings.  Notice of any annual or
special meeting of the shareholders shall be in writing and shall
be signed by the Chairman of the Board of Directors or the
President or the Secretary or an Assistant Secretary.  Such
notice shall state the purpose or purposes for which the meeting
is called and shall state the place, date and hour of the meeting
and, unless it is the annual meeting, indicate that it is being
issued by or at the direction of the person or persons calling
the meeting.  A copy of the notice of any meeting shall be given,
                              - 1 -<PAGE>
personally or by first-class mail, not fewer than ten nor more
than sixty days before the date of the meeting, provided,
however, that a copy of such notice may be given by third-class
mail not fewer than twenty-four nor more than sixty days before
the date of the meeting, to each shareholder entitled to vote at
such meeting.  If mailed, such notice is given when deposited in
the United States mail, with postage thereon prepaid, directed to
the shareholder at his address as it appears on the record of
shareholders, or, if he shall have filed with the Secretary of
the Corporation a written request that notices to him be mailed
to some other address, then directed to him at such other
address.  An affidavit of the Secretary of the Corporation or
other person giving the notice or of a transfer agent of the
Corporation that the notice required by this section has been
given shall be supplied at the meeting to which it relates.

     SECTION 5.  Quorum.  Except as otherwise provided by
statute, the holders of a majority of the shares entitled to vote
thereat shall constitute a quorum at a meeting of shareholders
for the transaction of any business, provided that when a
specified item of business is required to be voted on by a class
or series, voting as a class, the holders of a majority of the
shares of such class or series shall constitute a quorum for the
transaction of such specified item of business.

     SECTION 6.  Inspectors.  The person presiding at a
shareholders' meeting may, and on the request of any shareholder
entitled to vote thereat shall, appoint one or more inspectors. 
Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according
to the best of his ability.  The inspectors shall determine the
number of shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes, ballots
or consents, hear and determine questions arising in connection
with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all shareholders. 
The inspectors shall make a report in writing of any matter
determined by them and execute a certificate of any fact found by
them.

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SECTION 7.  Adjournment of Meetings.  Any meeting of
shareholders may be adjourned by a majority vote of the
shareholders present or represented by proxy despite the absence
of a quorum.  When a meeting of shareholders is adjourned to
another time or place, it shall not be necessary to give any
notice of the adjourned meeting if the time and place to which
the meeting is adjourned are announced at the meeting at which
the adjournment is taken, and at the adjourned meeting at which a
quorum shall be present, any business may be transacted, and any
corporate action may be taken, which might have been transacted
or taken if the meeting had been held as originally called.

     SECTION 8.  Voting.  Every shareholder of record shall be
entitled at every meeting of the shareholders to one vote for
every share of stock standing in his name on the record of
shareholders of the Corporation unless otherwise provided in the
Certificate of Incorporation and amendments thereto and except as
provided in Section 9 of this Article I.  Every shareholder
entitled to vote at a meeting of shareholders may authorize
another person or persons to act for him by proxy.  No proxy
shall be valid after the expiration of eleven months from the
date thereof unless otherwise provided in the proxy.  A list of
shareholders as of the record date certified by the officer
responsible for its preparation or by a transfer agent shall be
available at every meeting of shareholders and shall be produced
upon the request of any shareholder, and all persons who appear
from such list to be shareholders entitled to vote thereat may
vote at such meeting.

     SECTION 9.  Record Date.  For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or to express consent to
or dissent from any proposal without a meeting, or for the
purpose of determining shareholders entitled to receive payment
of any dividend or the allotment of any rights, or for the
purpose of any other action, the Board of Directors may fix, in
advance, a date as the record date for any such determination of
shareholders.  Such date shall not be more than sixty nor less
than ten days before the day of such meeting, nor more than sixty
days prior to any other action.

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                         ARTICLE II.

                        BOARD OF DIRECTORS

     SECTION 1.  Number and Qualifications.  The number of
directors constituting the entire Board shall be nine.  The
number of directors may be increased, or decreased to not less
than three nor more than 25, by amendment of the by-laws adopted
by vote of a majority of the entire Board of Directors.

     Each director shall be at least 18 years of age.  No person
who has reached age 70 shall stand for election as a director.

     SECTION 2.  Election of Directors.  Except as otherwise
required by law or by the Certificate of Incorporation as
amended, and except as hereinafter otherwise provided by Sections
5 and 6 of this Article II, directors shall be elected by a
plurality of the votes cast at the annual meeting of shareholders
by the holders of shares entitled to vote at the election and
shall hold office until the next annual meeting of shareholders.

     SECTION 3.  Term of Office.  Each director shall, except as
hereinafter provided in Section 4 and in Section 6 of this
Article II, hold office until the expiration of the term for
which he is elected and until his successor has been elected and
qualified.

     SECTION 4.  Resignation and Removal.  Any director may
resign at any time.  Such resignation shall be made in writing
and shall take effect at the time specified therein, or if no
time be specified, at the time of its receipt by the Chairman of
the Board of Directors or the Secretary.  The acceptance of a
resignation shall not be necessary to make it effective unless so
specified therein.  Any director may at any time, with or without
cause, be removed by vote of the shareholders at a special
meeting called for that purpose.  When, however, pursuant to the
provisions of the Certificate of Incorporation as amended, the
holders of the shares of any class or series, voting as a class,
have the right to elect one or more directors, such director or
directors so elected may be removed only by the applicable vote
of the holders of the shares of that class or series, voting as a
class.

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SECTION 5.  Newly Created Directorships and Vacancies. 
Newly created directorships resulting from an increase in the
number of directors and vacancies occurring in the Board for any
reason, except the removal of directors without cause, and except
as provided for in Section 6 of this Article II, may be filled by
vote of a majority of the directors then in office, although less
than a quorum exists.  A vacancy occurring in the Board by reason
of the removal of a director without cause, may be filled only by
vote of the shareholders, subject to the provisions of said
Section 6.  A director elected to fill a vacancy shall be elected
to hold office for the unexpired term of his predecessor, and
until his successor is elected and qualified.

     SECTION 6.  Election of Directors by Holders of Preferred
Stock.  Anything in the by-laws to the contrary notwithstanding: 
In case dividends on any series of the serial preferred stock of
the Corporation at the rate or rates prescribed for such series
shall not have been paid in full for periods aggregating one year
or more, than, and until full cumulative dividends thereon shall
have been paid, the holders of each such series shall have the
right, together with holders of all other serial preferred stock
in respect to which the same right shall be conferred, to elect a
majority of the members of the Board of Directors of the
corporation.  Whenever the holders of any series of serial
preferred stock shall become so entitled, either separately or
together with the holders of other serial preferred stock as
aforesaid, to elect a majority of the members of the Board of
Directors, and upon the written request of the holders of record
of at least five percent of the total number of shares of serial
preferred stock then outstanding and entitled to such right of
election, addressed to the Secretary of the Corporation, a
special meeting of the holders of serial preferred stock entitled
to such right of election and the holders of Common Stock shall
be called for the purpose of electing directors.  At such meeting
the holders of serial preferred stock and the holders of Common
Stock shall vote separately, and the holders of serial preferred
stock present in person or by proxy at such meeting shall be
entitled to elect, by a plurality of votes cast by them, a
majority of the members of a new Board of Directors of the
corporation, and the holders of Common Stock present in person or
by proxy shall be entitled to elect, by a plurality of votes cast
by them, the remainder of the new Board of Directors.  The
persons so elected as directors shall thereupon constitute the

                              - 5 -<PAGE>
Board of Directors of the Corporation, and the terms of office of
the previous directors of the Corporation shall thereupon
terminate.  The term "a majority of the members of Board of
Directors" as herein used shall mean one more than one half of
the total number of directors provided for by the by-laws,
regardless of the number then in office, and in case one half of
such number shall not be a whole number, such one half shall be
the next smaller whole number.  In the event of any vacancy in
the Board of Directors among the directors elected by the holders
of serial preferred stock, such vacancy may be filled by the
other directors elected by them, and if not so filled may be
filled by the holders of serial preferred stock entitled to the
right of election as aforesaid at a special meeting of the
holders of said stock called for that purpose, and such a meeting
shall be called upon the written request of at least five percent
of the total number of shares of serial preferred stock then
outstanding and entitled to such right of election.  If and when,
however, full cumulative dividends upon any series of the serial
preferred stock shall at any subsequent time be paid, then and
thereupon such power of the holders of such series of serial
preferred stock to vote in the election of a majority of the
members of the Board of Directors shall cease; subject, however,
to being again revived at any subsequent time if there shall
again be default in payment of dividends upon such series of
serial preferred stock for periods aggregating one year or more
as aforesaid.  Whenever such power of the holders of all series
of serial preferred stock to vote shall cease, the proper officer
of the Corporation may and upon the written request of the
holders of record of five percent of the total number of shares
of Common Stock then outstanding shall call a special meeting of
the holders of Common Stock for the purpose of electing
directors.  At any meeting so called, the holders of a majority
of the Common Stock then outstanding, present in person or by
proxy, shall be entitled to elect, by a plurality of votes, a new
Board of Directors of the Corporation.  The persons so elected as
directors shall thereupon constitute the Board of Directors of
the Corporation, and the terms of office of the previous
directors of the Corporation shall thereupon terminate.

     SECTION 7.  Regular Meetings.  The directors shall hold a
regular annual meeting for the election of officers as soon as
practicable after the adjournment of the Annual Meeting of the
shareholders, and, in addition, regular meetings of the directors

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shall be held at such times as the Board of Directors may by
resolution determine.  No notice of the Annual Meeting shall be
required if held immediately after the Annual Meeting of the
shareholders and if a quorum is present.

     SECTION 8.  Special Meetings.  Special meetings of the
directors may be called by the Chairman of the Board of Directors
or by the President or by any two directors at any time and must
be called by the Secretary on the written request of any two
directors.

     SECTION 9.  Notice and Place of Meetings.  Regular meetings
shall be held at such place or places either within or without
the State of New York as the Board of Directors may from time to
time determine.  Special meetings shall be held at such place or
places either within or without the State of New York as may be
specified in the respective notices of the meetings.  Except as
provided in Section 7 of this Article II, notice of any regular
or special meeting of the directors shall be mailed to each
director addressed to him at his residence or usual place of
business at least two days before the day on which the meeting is
to be held, or shall be sent to him at such place by telegraph,
or be delivered personally or by telephone, not later than the
day before the day on which the meeting is to be held.

     SECTION 10.  Business Transacted at Meetings.  Any business
may be transacted and any corporate action taken at any regular
or special meeting of the directors whether stated in the notice
of the meeting or not.

     SECTION 11.  Quorum and Manner of Acting.  Any five of the
directors in office at the time of any meeting of the Board shall
constitute a quorum and, except as by law otherwise provided, the
act of a majority of the directors present at any such meeting,
at which a quorum is present, shall be the act of the Board of
Directors.  In the event it is necessary to obtain a quorum, and
only in such event, at the discretion of the presiding Board
member, any one or more members of the Board may be present and
participate in a meeting of the Board by means of a conference
telephone or similar communications equipment allowing all
persons participating in the meeting to hear each other at the
same time.  Participation by such means shall constitute presence
in person at such meeting.  In the absence of a quorum, the

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directors present may adjourn the meeting from time to time until
a quorum be had.  Notice of any adjourned meeting need not be
given other than by announcement at the meeting.  The directors
shall act only as a Board and the individual directors shall have
no power as such.

     SECTION 12.  Compensation.  The compensation of the
directors, other than employees of the Corporation, for services
as directors and as members of committees of the Board shall be
as fixed by the Board from time to time.  Such directors shall
also be reimbursed for expenses incurred in attending meetings of
the Board and/or committees thereof.

     SECTION 13.  Indemnification of Officers and Directors.  Any
person made, or threatened to be made a party to any action or
proceedings, whether civil or criminal, by reason of the fact
that he, his testator or intestate, is or was a director or
officer of the Board of Directors, or officer or employee of the
Corporation or serves or served any other corporation in any
capacity at the request of the Corporation, shall be indemnified
by the Corporation, and the Corporation may advance his related
expenses, to the full extent authorized or permitted by law.  The
Corporation may enter into indemnification agreements with such
directors and officers, as the Chairman of the Board and/or
President shall authorize, to the full extent authorized or
permitted by law.

     SECTION 14.  Committees of the Board.  The Board, by
resolution adopted by a majority of the entire Board, may
designate from among its members, in addition to the Executive
Committee provided for in Article III of these By-Laws,
committees of the Board, each consisting of three or more
directors, and each of which shall have the powers and duties
prescribed in the resolution designating such committees. 
Anything in these By-Laws or in the resolution designating such
committees to the contrary notwithstanding, in the event it is
necessary to obtain a quorum, and only in such event, at the
discretion of the presiding committee member, any one or more
members of any committee of the Board of Directors may
participate in any meeting of such committee by means of a
conference telephone or similar communications equipment allowing
all persons participating in the meeting to hear each other at
the same time.  Participation by such means shall constitute
presence in person at such meeting.
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                        ARTICLE III.

                       EXECUTIVE COMMITTEE


     SECTION 1.  How Constituted and Powers.  The Board of
Directors, by resolution adopted by a majority of the entire
Board, may designate two or more of the directors, together with
the Chairman of the Board of Directors, and the President, to
constitute an Executive Committee, to serve at the pleasure of
the Board, which Committee shall during the intervals between
meetings of the Board of Directors, unless limited by the
resolution appointing such Committee, have authority to exercise
all or any of the powers of the Board of Directors in the
management of the affairs of the Corporation, insofar as such
powers may lawfully be delegated.  The Board may designate one or
more directors as alternate members of such Committee, who may
replace any absent member or members at any meeting of such
Committee.

     SECTION 2.  Removal and Resignation.  Any member of the
Executive Committee, except a member ex officio, may be removed
at any time with or without cause, by resolution adopted by a
majority of the entire Board.  Any member of the Executive
Committee may resign at any time.  Such resignation shall be in
writing and shall take effect at the time specified therein, or,
if no time be specified, at the time of its receipt by the
Chairman of the Board of Directors or the President or Secretary. 
The acceptance of a resignation shall not be necessary to make it
effective unless so specified therein.  Any person ceasing to be
a director shall ipso facto cease to be a member of the Executive
Committee.

     SECTION 3.  Filling of Vacancies.  Any vacancy among the
members of the Executive Committee occurring from any cause
whatsoever may be filled from among the directors by a majority
of the entire Board of Directors.

     SECTION 4.  Quorum.  A majority of the members of the
Executive Committee shall constitute a quorum.  The act of a
majority of the members of the Executive Committee present at any
meeting at which a quorum is present shall be the act of the
Executive Committee.  The members of the Executive Committee

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shall act only as a committee and the individual members thereof
shall have no powers as such.

     SECTION 5.  Record of Proceedings, etc.  The Executive
Committee shall keep a record of its acts and proceedings and
shall report the same to the Board of Directors when and as
required.

     SECTION 6.  Organization, Meetings, etc.  The Executive
Committee shall make such rules as it may deem expedient for the
regulation and carrying on of its meetings and proceedings.

     SECTION 7.  Compensation of Members.  The members of the
Executive Committee shall be entitled to such compensation as may
be allowed them by resolution of the Board of Directors.


                           ARTICLE IV.

                             OFFICERS


     SECTION 1.  Election.  The Board of Directors, at its
regular annual meeting, shall elect or appoint from their number
a Chairman of the Board of Directors and the Chairmen of
Committees of the Board and may elect or appoint a vice chairman
of the Board of Directors and vice chairmen of Committees of the
Board, which officers shall be officers of the Board; and it
shall elect or appoint a President, one or more Vice Presidents,
a Secretary, a Treasurer, and a Controller which officers shall
be officers of the Corporation.  Each of said officers, subject
to the provisions of Sections 2 and 3 of this Article, shall hold
office, if elected, until the meeting of the Board following the
next Annual Meeting of shareholders and until his successor has
been elected and qualified, or, if appointed, for the term
specified in the resolution appointing him and until his
successor has been elected or appointed.  Any two or more offices
may be held by the same person, except the offices of President
and Secretary.  Should any of the officers of the Board or the
President cease to be a director, he shall ipso facto cease to be
such officer.


                              - 10 -<PAGE>
    
SECTION 2.  Removal.  Any officer may be removed summarily
with or without cause at any time by resolution of the Board of
Directors, or, except in the case of any officer elected by the
Board of Directors, by any committee or officer upon whom such
power of removal may be conferred by the Board of Directors,
without prejudice, however, to any rights which any such person
may have by contract.

     SECTION 3.  Resignation of Officers.  Any officer may resign
at any time by giving written notice of such resignation to the
Board of Directors, its Chairman, the President or Secretary of
the Corporation.  Such resignation shall take effect at the time
specified therein, or, if no time be specified, at the time of
its receipt by the Board of Directors or one of the above-named
officers 

of the Corporation.  The acceptance of a resignation shall not be
necessary to make it effective unless so specified therein.

     SECTION 4.  Filling of Vacancies.  A vacancy in any office,
from whatever cause arising, shall be filled for the unexpired
portion of the term in the manner provided in these by-laws for
the regular election or appointment of such officer.

     SECTION 5.  Compensation.  The compensation of the officers
shall be fixed by the Board of Directors or by any committee or
superior officer upon whom power in that regard may be conferred
by the Board of Directors.

     SECTION 6.  Chairman of the Board of Directors.  The
Chairman of the Board of Directors shall, when presented, preside
at all meetings of the shareholders and the Board of Directors. 
He shall be Chairman of the Executive Committee.  He shall be
responsible for direction of the policy of the Board of Directors
and shall have the power and perform the duties necessary to
implement such responsibility.

     SECTION 7.  Vice Chairman of the Board of Directors.  In the
absence of the Chairman of the Board of Directors, the Vice
Chairman shall, when present, preside at all meetings of the
shareholders and the Board of Directors.  He shall have such
powers and perform such duties as the Chairman of the Board of
Directors shall delegate to him.  

                         - 11 -<PAGE>
     
SECTION 8.  President and Chief Executive Officer.  The
President and Chief Executive Officer shall, subject to the
authority of the Chairman of the Board of Directors, have the
power and perform the duties usually appertaining to the
president and chief executive officer of a corporation, and such
power and duties as the Chairman of the Board of Directors shall
assign to him.  He shall be a member of the Board of Directors
and of the Executive Committee.

     SECTION 9.  The Vice Presidents.  The Vice Presidents shall
have such duties as may from time to time be assigned to them by
the Board of Directors or the President, or by the Chairman of
the Board in the President's absence.  When performing the duties
of the President, they shall have all the powers of, and be
subject to all the restrictions upon, the President.

     SECTION 10.  The Treasurer.  The Treasurer shall:

     (a) Except as otherwise ordered by the Board, have charge
and custody of, and be responsible for all funds, securities,
receipts and disbursements of the Corporation and shall deposit,
or cause to be deposited, all money and other valuable effects in
its name in such banks, trust companies or other depositaries as
shall be selected in accordance with these by-laws;

     (b) Receive and give receipts for payments made to the
Corporation and take and preserve proper receipts for all monies
disbursed by it;

     (c) In general, perform such duties as are incident to the
office of Treasurer, or as may be from time to time assigned to
him by the Board of Directors, the Chairman of the Board or the
President, or as may be prescribed by law or by these by-laws.

     The Treasurer shall give to the Corporation a bond if, and
in such sum as, required by the Board of Directors, conditioned
for the faithful performance of the duties of his office and the
restoration to the Corporation at the expiration of his term of
office, or in case of his death, resignation or removal from
office, of all books, papers, vouchers, money or other property
of whatever kind, in his possession belonging to the Corporation.

                              - 12 -
<PAGE>
     SECTION 11.  Controller.  The Controller shall:

     (a) Keep at the office of the Corporation correct books of
account of all its business and transactions, subject to the
supervision and control of the President and Treasurer;

     (b) Exhibit at all reasonable times his books of accounts
and records to any of the directors upon application during
business hours at the office of the Corporation where such books
and records are kept;

     (c) Render a full statement of the financial condition of
the Corporation whenever requested so to do by the Board of
Directors, the Chairman of the Board or the President; and

     (d) In general, perform such duties as may be from time to
time assigned to him by the Board of Directors, the Chairman of
the Board or the President.

     SECTION 12.  The Secretary.  The Secretary shall:

     (a) Keep the minutes of the meetings of the shareholders,
Board of Directors and Executive Committee in books provided for
the purpose;

     (b) See that all notices are duly given in accordance with
the provisions of these by-laws or as required by law;

     (c) Be custodian of the seal of the Corporation and see that
it or a facsimile thereof is affixed to all stock certificates
prior to their issue, and that it is affixed to all documents the
execution of which under the seal of the Corporation is duly
authorized or which require that the seal be affixed thereto;

     (d) Have charge of the stock certificate books of the
Corporation and keep, or cause to be kept, at the office of the
Corporation or at the office of its transfer agent or registrar,
a record of shareholders of the Corporation, containing the names
and addresses of all shareholders, the number and class of shares
held by each and the dates when they respectively became the
owners of record thereof; and


                              - 13 -<PAGE>
     (e) In general, perform such duties as are incident to the
office of Secretary, or as may be from time to time assigned to
him by the Board of Directors, the Chairman of the Board or the
President, or as are prescribed by law or by these by-laws.

     SECTION 13.  Other Officers.  Other officers, including one
or more additional Vice Presidents, may from time to time be
appointed by the Board of Directors or by any officer or
committee upon whom a power of appointment may be conferred by
the Board of Directors, which other officers shall have such
powers and perform such duties as may be assigned to them by the
Board of Directors, the Chairman of the Board or the President
and shall hold office for such terms as may be designated by the
Board of Directors or the officer or committee appointing them.


                            ARTICLE V.

              CONTRACTS, LOANS, BANK ACCOUNTS, ETC.

     SECTION 1.  Contracts, etc., How Executed.  The Board of
Directors, except as in these by-laws otherwise provided, may
authorize any officer or officers, agent or agents, to enter into
any contract or execute and deliver any instrument in the name of
and on behalf of the Corporation, and such authority may be
general or confined to specific instances, and, unless so
authorized by the Board of Directors, no officer or agent or
employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its
credits or to render it liable pecuniarily for any purpose or to
any amount.

     SECTION 2.  Loans.  No loans shall be contracted on behalf
of the Corporation and no negotiable paper shall be issued in its
name, unless authorized by the vote of the Board of Directors. 
When so authorized, any officer or agent of the Corporation may
effect loans and advances for the Corporation from any bank,
trust company or other institution, or from any firm, corporation
or individual and for such loans and advances may make, execute
and deliver promissory notes, bonds or other evidences of
indebtedness of the corporation.  When so authorized any officer
or agent of the Corporation, as security for the payment of any
and all loans, advances, indebtedness and liabilities of the

                              - 14 -<PAGE>
Corporation, may pledge, hypothecate or transfer any and all
stocks, securities and other personal property at any time held
by the Corporation, and to that end endorse, assign and deliver
the same.  Such authority may be general or confined to specific
instances.  The Board of Directors may authorize any mortgage or
pledge of, or the creation of a security interest in, all or any
part of the corporate property, or any interest therein, wherever
situated.

     SECTION 3.  Checks, Drafts, etc.  All checks, drafts or
other orders for the payment of money, notes or other evidence of
indebtedness issued in the name of the Corporation shall be
signed by the Treasurer or such other officer 
or officers, agent or agents of the Corporation and in such
manner as shall from time to time be determined by resolution of
the Board of Directors.

     SECTION 4.  Deposits.  All funds of the Corporation shall be
deposited from time to time to its credit in such banks, trust
companies or other depositaries as the Board of Directors may
select, or as may be selected by an officer or officers, agent or
agents of the Corporation to whom such power, from time to time,
may be delegated by the Board of Directors and, for the purpose
of such deposit, checks, drafts and other orders for the payment
of money which are payable to the order of the Corporation may be
endorsed, assigned and delivered by the President or a Vice
President, or the Treasurer or the Secretary, or by any officer,
agent or employee of the Corporation to whom any of said
officers, or the Board of Directors, by resolution, shall have
delegated such power.

     SECTION 5.  General and Special Bank Accounts.  The Board of
Directors may from time to time authorize the opening and keeping
of general and special bank accounts with such banks, trust
companies or other depositaries as the Board may select and may
make such special rules and regulations with respect thereto, as
it may deem expedient.





                              - 15 -<PAGE>
   
                        ARTICLE VI.

                          CAPITAL STOCK


     SECTION 1.  Issue of Certificates of Stock.  Certificates
for shares of the capital stock of the Corporation shall be in
such form as shall be approved by the Board of Directors.  They
shall be numbered, as nearly as may be, in the order of their
issue and shall be signed by the Chairman of the Board of
Directors or by the President or a Vice President, and by the
Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer, and sealed with the seal of the Corporation
or a facsimile thereof.  The signatures of the officers upon a
certificate may be facsimiles if the certificate is countersigned
by a transfer agent or registered by a registrar other than the
Corporation itself or its employee.


     SECTION 2.  Transfer of Stock.  Shares of the capital stock
of the Corporation shall be transferable by the holder thereof in
person or by duly authorized attorney upon surrender of the
certificate or certificates for such shares properly endorsed. 
Every certificate of stock exchanged or returned to the
Corporation shall be appropriately cancelled.  A person in whose
name shares of stock stand on the books of the Corporation shall
be deemed the owner thereof as regards the Corporation.  The
Board of Directors may make such other and further rules and
regulations as they may deem necessary or proper concerning the
issue, transfer and registration of stock certificates.

     SECTION 3.  Lost, Destroyed and Mutilated Certificates.  The
holder of any stock of the Corporation shall immediately notify
the corporation of any loss, destruction or mutilation of the
certificates therefor.  The Corporation may issue a new
certificate of stock in the place of any certificate theretofore
issued by it alleged to have been lost or destroyed, and the
Board of Directors may, in its discretion, require the owner of
the lost or destroyed certificate or his legal representatives to
give the Corporation a bond in such sum and with such surety or
sureties, as they may require to indemnify the Corporation, and
any registrar or transfer agent of its stock, against any claim
that may be made against it by reason of the issue of such new
certificate and against all other liability in the premises.
                              - 16 -<PAGE>
                           ARTICLE VII.

                     DIVIDENDS, SURPLUS, ETC.

     SECTION 1.  General Discretion of Directors.  The Board of
Directors shall have the power from time to time to fix and
determine and to vary the amount of working capital of the
Corporation, to determine whether any and, if any, what dividends
shall be declared and paid to the shareholders, to fix the date
or dates for the payment of dividends, and to fix a time, not
exceeding 50 days preceding the date fixed for the payment of any
dividend, as a date for the determination of shareholders
entitled to receive payment of such dividend.  When any dividend
is paid or any other distribution is made, in whole or in part,
from sources other than earned surplus, it shall be accompanied
by a written notice (1) disclosing the amounts by which such
dividend or distribution affects stated capital, surplus and
earned surplus, or (2) if such amounts are not determinable at
the time of such notice, disclosing the approximate effect of
such dividend or distribution as aforesaid and stating that such
amounts are not yet determinable.

                          ARTICLE VIII.

                     MISCELLANEOUS PROVISIONS


     SECTION 1.  Fiscal Year.  The fiscal year of the Corporation
shall be the calendar year.

     SECTION 2.  Waiver of Notice.  Notice of meeting need not be
given to any shareholder who submits a signed waiver of notice,
in person or by proxy, whether before or after the meeting.  The
attendance of any shareholder at a meeting, in person or by
proxy, without protesting prior to the conclusion of the meeting
the lack of notice of such meeting, shall constitute a waiver of
notice by him.  Notice of a meeting need not be given to any
director who submits a signed waiver of notice whether before or
after the meeting, or who attends the meeting without protesting,
prior thereto or at its commencement, the lack of notice to him. 
Whenever the Corporation or the Board of Directors or any
committee thereof is authorized to take any action after notice

                              - 17 -<PAGE>
to any person or persons or after the lapse of a prescribed
period of time, such action may be taken without notice and
without the lapse of such period of time, if at any time before
or after such action is completed the person or persons entitled
to such notice or entitled to participate in the action to be
taken or, in the case of a shareholder, by his attorney-in-fact,
submit a signed waiver of notice of such requirements.

     SECTION 3.  Notices.  Whenever by the by-laws any written
notice is required to be given to any shareholder, director or
officer, the same may be given, unless otherwise required by law
and except as hereinbefore otherwise expressly provided, by
delivering it personally to him or by mailing or telegraphing it
to him at his last known post office address.  Where a notice is
mailed or telegraphed, it shall be deemed to have been given at
the time it is mailed or telegraphed.

     SECTION 4.  Examination of Books.  The Board of Directors
shall, subject to the laws of the State of New York have power to
determine from time to time, whether, to what extent, and under
what conditions and regulations the accounts and books of the
Corporation or any of them shall be open to the inspection of the
shareholders, and no shareholder shall have any right to inspect
any account book or document of the Corporation except as
conferred by the laws of the State of New York unless and until
authorized so to do by resolution of the Board of Directors or
shareholders of the Corporation.

     SECTION 5.  Gender.  Words used in these by-laws importing
the male gender shall be construed to include the female gender,
wherever appropriate.



                           ARTICLE IX.

                            AMENDMENTS


     SECTION 1.  Amendment by Directors.  The Board of Directors
shall have the power without the assent or vote of the
shareholders to adopt by-laws, and except as hereinafter provided
in Section 2 of this Article, and subject to such limitations as

                              - 18 -<PAGE>
may be imposed by law, to rescind, alter, amend or repeal by a
vote of a majority of the whole Board any of the by-laws, whether
adopted by the Board or by the shareholders.

     SECTION 2.  Amendment by Shareholders.  The shareholders
shall have power to rescind, alter, amend or repeal any by-laws
and to adopt by-laws which, if so expressed, may not be
rescinded, altered, amended or repealed by the Board of
Directors.


































                              - 19 -<PAGE>
     I, __________________, Secretary of Central Hudson Gas &
Electric Corporation, do hereby certify that the foregoing is a
full, true and correct copy of the by-laws of said Corporation as
in effect at the date hereof.

     IN WITNESS WHEREOF, I have hereunto set my hand as Secretary
of said Corporation and hereunto affixed its corporate seal this  
  day of _______, 199_.


                                        (SGD.) ELLEN AHEARN 
                                        Secretary
                                                             
4/2/96


























     I, Ellen Ahearn, Secretary of Central Hudson Gas & Electric
Corporation, do hereby certify that the foregoing is a full, true
and correct copy of the by-laws of said Corporation as in effect
at the date hereof.

     IN WITNESS WHEREOF, I have hereunto set my hand as Secretary
of said Corporation and hereunto affixed its corporate seal this
24th day of March, 1998.


                            (SGD.)         ELLEN AHEARN       
                                          Secretary




                                                                  
4/2/96



























<PAGE>








                          B Y - L A W S



                                OF



            CENTRAL HUDSON GAS & ELECTRIC CORPORATION



















<PAGE>
                        TABLE OF CONTENTS


                            BY-LAWS OF
            CENTRAL HUDSON GAS & ELECTRIC CORPORATION


                                                         Page

ARTICLE I.          MEETING OF SHAREHOLDERS                1  
  Section  1.       Place of Meeting                       1
  Section  2.       Annual Meeting                         1
  Section  3.       Special Meeting                        1
  Section  4.       Notice of Meetings                     1
  Section  5.       Quorum                                 2
  Section  6.       Inspectors                             2
  Section  7.       Adjournment of Meetings                2
  Section  8.       Voting                                 2
  Section  9.       Record Date                            3

ARTICLE II.         BOARD OF DIRECTORS                     3

  Section  1.       Number and Qualifications              3
  Section  2.       Election of Directors                  3
  Section  3.       Term of Office                         3
  Section  4.       Resignation and Removal                3
  Section  5.       Newly Created Directorships
                         and Vacancies                     4
  Section  6.       Election of Directors by Holders 
                         of Preferred Stock                4
  Section  7.       Regular Meetings                       5
  Section  8.       Special Meetings                       5
  Section  9.       Notice and Place of Meetings           5
  Section 10.       Business Transacted at Meetings        6
  Section 11.       Quorum and Manner of Acting            6
  Section 12.       Compensation                           6
  Section 13.       Indemnification of Officers
                         and Directors                     6
  Section 14.       Committees of the Board                6

ARTICLE III.   EXECUTIVE COMMITTEE                         7
  
  Section  1.       How Constituted and Powers             7
  Section  2.       Removal and Resignation                7
  Section  3.       Filling of Vacancies                   7

                                                            PAGE

  Section  4.       Quorum                                   7
  Section  5.       Record of Proceedings, etc.              8
  Section  6.       Organization, Meetings, etc.             8
  Section  7.       Compensation of Members                  8

ARTICLE IV.    OFFICERS                                      8

  Section  1.       Election                                 8
  Section  2.       Removal                                  8
  Section  3.       Resignation of Officers                  8
  Section  4.       Filling of Vacancies                     9
  Section  5.       Compensation                             9
  Section  6.       Chairman of the Board of Directors
                         and Chief Executive Officer         9
  Section  7.       Vice Chairman of the Board of Directors  9
  Section  8.       President and Chief Operating Officer    9
  Section  9.       The Vice Presidents                      9
  Section 10.       The Treasurer                            9
  Section 11.       Controller                              10
  Section 12.       The Secretary                           10
  Section 13.       Other Officers                          11

ARTICLE V.          CONTRACTS, LOANS, BANK ACCOUNTS, ETC.   11

  Section  1.       Contracts, etc., How Executed           11
  Section  2.       Loans                                   11
  Section  3.       Checks, Drafts, etc.                    12
  Section  4.       Deposits                                12
  Section  5.       General and Special Bank Accounts       12

ARTICLE VI.    CAPITAL STOCK                                12

  Section  1.       Issue of Certificates of Stock          12
  Section  2.       Transfer of Stock                       12
  Section  3.       Lost, Destroyed and Mutilated
                         Certificates                       13

ARTICLE VII.   DIVIDENDS, SURPLUS, ETC.                     13

  Section  1.       General Discretion of Directors         13

ARTICLE VIII.  MISCELLANEOUS PROVISIONS                     13


                                                          PAGE

  Section  1.       Fiscal Year                            13
  Section  2.       Waiver of Notice                       14
  Section  3.       Notices                                14
  Section  4.       Examination of Books                   14
  Section  5.       Gender                                 14

ARTICLE IX.    AMENDMENTS                                  14

  Section  1.       Amendment by Directors                 14
  Section  2.       Amendment by Shareholders              15
  






</PAGE>