SECURITIES AND EXCHANGE COMMISSION



(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
      ACT OF 1934
      For the quarterly period ended  September 30, 2001

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(A New York Corporation)
P. O. Box 12904
Albany, New York 12212-2904
(518) 434-3049                  | 14-1798693                     
|1-5139                | Central Maine Power Company(A Maine Corporation)
83 Edison Drive
Augusta, Maine 04336
(207) 623-3521                        | 01-0042740                     
|1-3103-2              | New York State Electric & Gas Corporation(A New York Corporation)
P. O. Box 3287
Ithaca, New York 14852-3287
(607) 347-4131 | 15-0398550                     

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

As of October 31, 2001, shares of common stock outstanding for each registrant were:

|Registrant                                                                                    | Description                                                                   | Shares                                       
|--------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------- | ---------------------------------------------
|Energy East Corporation
Central Maine Power Company
New York State Electric & Gas Corporation | Par value $.01 per share
Par value $5 per share
Par value $6.66 2/3 per share | 116,532,239    
31,211,471 (1)
64,508,477 (2)

(1)

This combined Form 10-Q is separately filed by Energy East Corporation, Central Maine Power CompanyandNew York State Electric & Gas 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                
|------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------
|              | PART I - FINANCIAL INFORMATION                                                                                                                                                                                                                                                                                                                                                                        |                     
|1
2           | Financial Statements
Management's Discussion and Analysis of Financial Condition 
  and Results of Operations                                                                                                                                                                                                                                                                                         |                     
|              | Energy East Corporation
  Consolidated Statements of Income
  Consolidated Balance Sheets
  Consolidated Statements of Cash Flows
  Consolidated Statements of Retained Earnings
  Consolidated Statements of Comprehensive Income
  Management'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
6
14      
|              | Central Maine Power Company
  Consolidated Statements of Income
  Consolidated Balance Sheets
  Consolidated Statements of Cash Flows
  Consolidated Statements of Retained Earnings
  Consolidated Statements of Comprehensive Income
  Management's Discussion and Analysis of Financial Condition 
    and Results of Operations
  (a) Liquidity and Capital Resources
  (b) Results of Operations | 17
18
20
21
21
22
23
|              | New York State Electric & Gas Corporation
  Statements of Income
  Balance Sheets
  Statements of Cash Flows
  Statements of Retained Earnings
  Statements of Comprehensive Income
  Management's Discussion and Analysis of Financial Condition 
    and Results of Operations
  (a) Liquidity and Capital Resources
  (b) Results of Operations                                                    | 25
26
28
29
29
30
31
|              | Notes to Financial Statements
Forward-looking Statements                                                                                                                                                                                                                                                                                                                                              | 33
36               
|3             | Quantitative and Qualitative Disclosures About Market Risk                                                                                                                                                                                                                                                                                                                                            | 37                  
|              | PART II - OTHER INFORMATION                                                                                                                                                                                                                                                                                                                                                                           |                     
|6             | Exhibits and Reports on Form 8-K
(a) Exhibits
(b) Reports on Form 8-K                                                                                                                                                                                                                                                                                                                                 | 37
37               
|Signatures    | 38                                                                                                                                                                                                                                                                                                                                                                                                   
|Exhibit Index | 39                                                                                                                                                                                                                                                                                                                                                                                                   



PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Energy East Corporation
Consolidated Statements of Income - (Unaudited)

|                                                       | Three Months                          | Nine Months
|------------------------------------------------------ | ------------------------------------- | -----------
|Periods Ended September 30                             | 2001                                  | 2000       
|                                                       | (Thousands, except per share amounts)
|Operating Revenues                                     |                                       |            
|Sales and services                                     | $798,848                              | $651,146   
|Operating Expenses                                     |                                       |            
|Electricity purchased and fuel 
    used in generation | 359,677                               | 281,263    
|Natural gas purchased                                  | 74,100                                | 66,009     
|Other operating expenses                               | 139,552                               | 114,082    
|Maintenance                                            | 34,260                                | 20,258     
|Depreciation and amortization                          | 50,967                                | 44,375     
|Other taxes                                            | 45,725                                | 23,877     
|Total Operating Expenses                               | 704,281                               | 549,864    
|Operating Income                                       | 94,567                                | 101,282    
|Writedown of Investment                                | 78,422                                | -          
|Other (Income) and Deductions                          | (4,836)                               | (14,050)   
|Interest Charges, Net                                  | 52,487                                | 39,156     
|Preferred Stock Dividends of Subsidiaries              | 5,835                                 | 287        
|Income (Loss) Before Income Taxes                      | (37,341)                              | 75,889     
|Income Taxes (Benefit)                                 | (16,284)                              | 42,540     
|Net Income (Loss)                                      | $(21,057)                             | $33,349    
|Earnings (Loss) Per Share, basic and diluted           | $(.18)                                | $.30       
|Dividends Paid Per Share                               | $.23                                  | $.22       
|Average Common Shares Outstanding                      | 116,436                               | 112,812    







Item 1.

Energy East Corporation
Consolidated Balance Sheets - (Unaudited)

|                                              | Sep. 30,
2001 | Dec. 31,
2000
|--------------------------------------------- | ------------- | -------------
|Assets                                        | (Thousands)  
|Current Assets                                |               |              
|Cash and cash equivalents                     | $238,769      | $143,626     
|Special deposits                              | 1,558         | 21,516       
|Accounts receivable, net                      | 539,807       | 536,280      
|Fuel, at average cost                         | 103,122       | 65,496       
|Materials and supplies, at average cost       | 21,554        | 22,759       
|Accumulated deferred income tax benefits, net | 563           | 5,007        
|Prepayments                                   | 56,875        | 57,720       
|Total Current Assets                          | 962,248       | 852,404      
|Utility Plant, at Original Cost               |               |              
|Electric                                      | 4,705,034     | 4,784,312    
|Natural gas                                   | 1,725,122     | 1,665,386    
|Common                                        | 212,930       | 220,124      
|                                              | 6,643,086     | 6,669,822    
|Less accumulated depreciation                 | 3,078,359     | 3,096,283    
|Net Utility Plant in Service                  | 3,564,727     | 3,573,539    
|Construction work in progress                 | 57,294        | 59,389       
|Total Utility Plant                           | 3,622,021     | 3,632,928    
|Other Property and Investments, Net           | 260,753       | 259,708      
|Regulatory and Other Assets                   |               |              
|Regulatory assets                             |               |              
|Nuclear plant obligations                     | 222,670       | 234,929      
|Unfunded future income taxes                  | 191,630       | 184,570      
|Unamortized loss on debt reacquisitions       | 54,657        | 58,848       
|Demand-side management program costs          | 25,835        | 48,929       
|Environmental remediation costs               | 71,314        | 78,406       
|Other                                         | 257,195       | 241,396      
|Total regulatory assets                       | 823,301       | 847,078      
|Other assets                                  |               |              
|Goodwill, net                                 | 912,290       | 952,358      
|Prepaid pension benefits                      | 413,615       | 350,038      
|Other                                         | 116,104       | 119,214      
|Total other assets                            | 1,442,009     | 1,421,610    
|Total Regulatory and Other Assets             | 2,265,310     | 2,268,688    
|Total Assets                                  | $7,110,332    | $7,013,728   

The notes on pages 33 through 36 are an integral part of the financial statements.





Item 1.

Energy East Corporation
Consolidated Balance Sheets - (Unaudited)

|                                                                                                                                                       | Sep. 30,
2001 | Dec. 31,
2000
|------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------- | -------------
|Liabilities                                                                                                                                            | (Thousands)  
|Current Liabilities                                                                                                                                    |               |              
|Current portion of long-term debt                                                                                                                      | $83,759       | $25,285      
|Notes payable                                                                                                                                          | 205,183       | 418,995      
|Accounts payable and accrued liabilities                                                                                                               | 230,963       | 345,424      
|Interest accrued                                                                                                                                       | 53,863        | 35,309       
|Taxes accrued                                                                                                                                          | 19,994        | -            
|Other                                                                                                                                                  | 148,732       | 211,784      
|Total Current Liabilities                                                                                                                              | 742,494       | 1,036,797    
|Regulatory and Other Liabilities                                                                                                                       |               |              
|Regulatory liabilities                                                                                                                                 |               |              
|Deferred income taxes                                                                                                                                  | 97,969        | 91,421       
|Deferred income taxes, unfunded future income taxes                                                                                                    | 89,171        | 75,473       
|Gain on sale of generation assets                                                                                                                      | 204,298       | 232,041      
|Pension benefits                                                                                                                                       | 92,237        | 96,514       
|Other                                                                                                                                                  | 68,802        | 76,813       
|Total regulatory liabilities                                                                                                                           | 552,477       | 572,262      
|Other liabilities                                                                                                                                      |               |              
|Deferred income taxes                                                                                                                                  | 442,338       | 457,495      
|Nuclear plant obligations                                                                                                                              | 222,670       | 234,929      
|Other postretirement benefits                                                                                                                          | 288,321       | 279,864      
|Environmental remediation costs                                                                                                                        | 90,287        | 91,811       
|Other                                                                                                                                                  | 251,876       | 233,910      
|Total other liabilities                                                                                                                                | 1,295,492     | 1,298,009    
|Total Regulatory and Other Liabilities                                                                                                                 | 1,847,969     | 1,870,271    
|Long-term debt                                                                                                                                         | 2,391,846     | 2,346,814    
|Total Liabilities                                                                                                                                      | 4,982,309     | 5,253,882    
|Commitments                                                                                                                                            | -             | -            
|Preferred Stock of Subsidiaries
 Company-obligated mandatorily redeemable trust preferred
   securities of subsidiary holding solely parent debentures | 345,000       | -            
|Preferred stock redeemable solely at the option of subsidiaries                                                                                        | 43,329        | 43,324       
|Common Stock Equity
 Common stock                                                                                                                      | 1,180         | 1,191        
|Capital in excess of par value                                                                                                                         | 839,361       | 871,078      
|Retained earnings                                                                                                                                      | 958,594       | 918,016      
|Accumulated other comprehensive income (loss)                                                                                                          | (20,501)      | (34,823)     
|Treasury stock, at cost                                                                                                                                | (38,940)      | (38,940)     
|Total Common Stock Equity                                                                                                                              | 1,739,694     | 1,716,522    
|Total Liabilities and Stockholders' Equity                                                                                                             | $7,110,332    | $7,013,728   

The notes on pages 33 through 36 are an integral part of the financial statements.





Item 1.

Energy East Corporation
Consolidated Statements of Cash Flows - (Unaudited)

|Nine Months Ended September 30                                                                            | 2001                      | 2000                                    
|--------------------------------------------------------------------------------------------------------- | ------------------------- | ----------------------------------------
|Operating Activities                                                                                      | (Thousands)              
|Net income                                                                                                | $121,118                  | $183,147                                
|Adjustments to reconcile net income to net cash
  provided by operating activities                        |                           |                                         
|Depreciation and amortization                                                                             | 153,480                   | 111,944                                 
|Income taxes and investment tax credits deferred, net                                                     | (13,453)                  | (6,334)                                 
|Pension income                                                                                            | (55,637)                  | (49,233)                                
|Writedown of investment                                                                                   | 78,422                    | -                                       
|Changes in current operating assets and liabilities                                                       |                           |                                         
|Accounts receivable                                                                                       | 148,473                   | 84,984                                  
|Sale of accounts receivable program                                                                       | (152,000)                 | -                                       
|Inventory                                                                                                 | (36,421)                  | (26,577)                                
|Prepayments                                                                                               | 845                       | 491                                     
|Accounts payable and accrued liabilities                                                                  | (114,461)                 | (128,427)                               
|Interest accrued                                                                                          | 18,554                    | 12,512                                  
|Taxes accrued                                                                                             | 19,994                    | 4,335                                   
|Other current liabilities                                                                                 | (63,052)                  | 10,945                                  
|Other, net                                                                                                | 4,307                     | (53,683)                                
|Net Cash Provided by Operating Activities                                                                 | 110,169                   | 144,104                                 
|Investing Activities                                                                                      |                           |                                         
|Acquisitions, net of cash acquired                                                                        | -                         | (1,442,717)                             
|Utility plant additions                                                                                   | (126,438)                 | (88,779)                                
|Temporary investments, net                                                                                | -                         | 936,174                                 
|Other property and investments                                                                            | (13,625)                  | 12,286                                  
|Other                                                                                                     | 4,707                     | 4,067                                   
|Net Cash Used in Investing Activities                                                                     | (135,356)                 | (578,969)                               
|Financing Activities                                                                                      |                           |                                         
|Issuance of common stock                                                                                  | 3,547                     | -                                       
|Repurchase of common stock                                                                                | (24,116)                  | (149,261)                               
|Issuance of mandatorily redeemable trust preferred securities                                             | 345,000                   | -                                       
|Repayments of first mortgage bonds and preferred
   stock of subsidiaries, including net premiums         | (1,446)                   | (96,705)                                
|Long-term note issuances                                                                                  | 107,879                   | 650,530                                 
|Long-term note retirements                                                                                | (16,182)                  | (1,430)                                 
|Notes payable, net                                                                                        | (213,812)                 | 53,886                                  
|Dividends on common stock                                                                                 | (80,540)                  | (73,611)                                
|Net Cash Provided by Financing Activities                                                                 | 120,330                   | 383,409                                 
|Net Increase (Decrease) in Cash and Cash Equivalents                                                      | 95,143                    | (51,456)                                
|Cash and Cash Equivalents, Beginning of Period                                                            | 143,626                   | 116,806                                 
|Cash and Cash Equivalents, End of Period                                                                  | $238,769                  | $65,350                                 
|Supplemental Disclosure of Cash Flows Information                                                         |                           |                                         
|Cash paid during the period:
  Interest, net of amounts capitalized
  Income taxes                        | $139,871 
$87,690         | $79,389 
$108,506                       
|Acquisitions:
  Fair value of assets acquired
  Liabilities assumed
  Common stock issued
  Cash acquired | -      
-      
-      
- | $2,526,971 
(689,180)
(373,708)
(21,366)
|Net cash paid for acquisitions                                                                            | -                         | $1,442,717                              

The notes on pages 33 through 36 are an integral part of the financial statements.

Item 1.

Energy East Corporation
Consolidated Statements of Retained Earnings - (Unaudited)

|Nine Months Ended September 30   | 2001        | 2000    
|-------------------------------- | ----------- | --------
|                                 | (Thousands)
|Balance, Beginning of Period     | $918,016    | $782,588
|                                 |             |         
|Add net income                   | 121,118     | 183,147 
|                                 |             |         
|Deduct dividends on common stock | 80,540      | 73,611  
|                                 |             |         
|Balance, End of Period           | $958,594    | $892,124

The notes on pages 33 through 36 are an integral part of the financial statements.



Energy East Corporation
Consolidated Statements of Comprehensive Income - (Unaudited)

|                                                                                                                                                                | Three Months | Nine Months
|--------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------ | -----------
|Periods Ended September 30                                                                                                                                      | 2001         | 2000       
|                                                                                                                                                                | (Thousands) 
|Net income (loss)                                                                                                                                               | $(21,057)    | $33,349    
|Other comprehensive income (loss), net of tax                                                                                                                   |              |            
|Foreign currency translation adjustment                                                                                                                         | -            | 7          
|Net unrealized loss on investments                                                                                                                              | (12,208)     | (9,664)    
|Reclassification adjustment for losses
      included in net income                                                                                             | 45,748       | -          
|Minimum pension liability adjustment                                                                                                                            | -            | 720        
|Unrealized gains (losses) on derivatives 
  qualified as hedges                                                                                                 |              |            
|Unrealized gains on derivatives qualified 
      as hedges arising during the period due 
      to cumulative effect of a change in 
      accounting principle | -            | -          
|Unrealized losses on derivatives qualified 
      as hedges                                                                                                     | (13,138)     | -          
|Reclassification adjustment for losses
      included in net income                                                                                             | 14,436       | -          
|Net unrealized gains (losses) on derivatives 
    qualified as hedges                                                                                           | 1,298        | -          
|Total other comprehensive income (loss)                                                                                                                         | 34,838       | (8,937)    
|Comprehensive income                                                                                                                                            | $13,781      | $24,412    







Item 2.

Energy East Corporation

(a) Liquidity and Capital Resources

RGS Energy Merger Agreement
In February 2001 Energy East Corporation (Energy East or the company) announced that it had entered into a merger agreement with RGS Energy Group, Inc. under which all of the outstanding common stock of RGS Energy would be exchanged for a combination of cash and Energy East common stock valued at approximately $1.4 billion in the aggregate. The company will also assume approximately $1.0 billion of RGS Energy debt. RGS Energy will become a wholly-owned subsidiary of the company and the transaction will be accounted for under the purchase method of accounting.

Under the merger agreement 45% of the RGS Energy common stock will be exchanged for Energy East common stock with a value of $39.50 per RGS Energy share, subject to restrictions on the minimum and maximum number of shares to be issued, and 55% of the RGS Energy common stock will be converted into $39.50 in cash per RGS Energy share. RGS Energy shareholders will be able to elect the form of consideration they wish to receive, subject to proration. The company intends to finance the cash portion of the transaction primarily through the issuance of long-term debt and trust preferred securities. (See Item 2 - Financing Activities.)

RGS Energy and Energy East each held their annual meeting on June 15, 2001: RGS Energy's shareholders approved the merger and Energy East's shareholders approved the issuance of Energy East shares in connection with the merger.

The merger is subject to, among other things, various regulatory approvals, including the New York State Public Service Commission (NYPSC), Federal Energy Regulatory Commission (FERC), Nuclear Regulatory Commission (NRC) and Securities and Exchange Commission (SEC). The company has made all required regulatory filings and received approval from FERC in September 2001. In addition, the transaction cleared anti-trust review by the U. S. Department of Justice in October 2001. The company expects to complete the merger in the first quarter of 2002.

Electric Delivery Business(See the company's Form 10-K for the fiscal year ended December 31, 2000, Item 7 - Liquidity and Capital Resources , Electric Delivery Business and the company's Form 10-Q for the quarter ended June 30, 2001, Item 2(a) Liquidity and Capital Resources - Electric Delivery Business.)

Sale of Nine Mile Point 2: New York State Electric & Gas Corporation (NYSEG) owns an 18% interest in the Nine Mile Point 2 nuclear generating station (NMP2). In December 2000 Constellation Nuclear was announced as the successful bidder in the sale of 82% of the interest in NMP2, including NYSEG's 18% share. For its share of NMP2, NYSEG will receive $59 million at closing and five annual principal and interest payments totaling $78 million. On September 28, 2001, NYSEG and the Staff of the NYPSC reached agreement on a joint settlement with respect to the regulatory and ratemaking aspects of the sale of NYSEG's interest in NMP2. On October 26, 2001, the NYPSC issued an order approving the sale, which provides for an asset



Item 2.  Management's Discussion and Analysis of Financial Condition              and Results of Operations (Cont'd)

Energy East Corporation

sale gain account to be established at the time of closing. Disposition of the asset sale gain, which is estimated to be approximately $110 million, will be determined by the NYPSC, after consultation with NYSEG and interested parties. All regulatory approvals have been received and the transaction is expected to close in November 2001.

The sellers' pre-existing decommissioning funds will be transferred to Constellation, which will take responsibility for all future decommissioning funding.

The transaction includes a power purchase agreement that calls for Constellation to provide electricity to the sellers, at fixed prices, for 10 years. After the power purchase agreement is completed, a revenue sharing agreement will begin. The revenuesharing agreement could provide additional revenue to the sellers through 2021, which would mitigate increases in electricity prices. Both agreements are based on plant output.

Sale of Vermont Yankee: On August 15, 2001, Vermont Yankee Nuclear Power Corporation reached an agreement to sell the Vermont Yankee nuclear power plant to Entergy Corporation. Central Maine Power Company (CMP) has a 4% ownership interest in Vermont Yankee. The transaction includes a power purchase agreement that calls for Entergy to provide all of the plant's electricity to the sellers through 2012, the year the license for the plant expires.  The sale is subject to the approval of the Public Service Board of Vermont, the NRC, the FERC and other regulatory authorities.

NYSEG Electric Rate Agreement: On August 3, 2001, NYSEG revised the Price Protection Plan it previously filed with the NYPSC on March 14, 2001. The more significant modifications to the Price Protection Plan include:

- The addition of a 3% price reduction on January 1, 2002, for all NYSEG electricity customers except energy-intensive customers who will receive a 5% price reduction on March 1, 2002.
- Offering two options, beginning January 1, 2003, to enhance competitive choices. Under one option, customers could choose a fixed price from NYSEG for electric supply and delivery to ensure price stability. Under a second option, customers could choose to pay NYSEG a fixed price for delivery and receive their supply from an energy services company. These new pro-competition options would be separate from NYSEG's existing customer choice program.
- Shortening the term of the Price Protection Plan. The plan would now end December 31, 2007, with the option for NYSEG to extend it one year with the NYPSC's approval.
- The addition of a mechanism, beginning in 2003, to share electric earnings above a threshold of $100 million with customers. NYSEG would also retain savings brought about by the merger between Energy East and RGS Energy.

NYPSC proceedings to review the Price Protection Plan are ongoing. In October 2001 the administrative law judges assigned to the Price Protection Plan established a schedule for parties to submit briefs on the Price Protection Plan and additional briefs on temporary rates. NYSEG believes there is no basis for consideration of temporary rates and such action is inconsistent with its electric Restructuring Agreement. NYSEG anticipates that the NYPSC will issue its decision later this year.

Item 2.  Management's Discussion and Analysis of Financial Condition              and Results of Operations (Cont'd)

Energy East Corporation

Retail Access Credit: In May 2000 the NYPSC instituted proceedings to review NYSEG's retail access credit (the amount backed out of a customer's bill when that customer participates in retail access). In September 2000 the NYPSC issued an order denying a petition NYSEG had filed in August 2000 related to issues concerning its retail access credit. In January 2001 the NYPSC issued an order directing NYSEG to adopt a market-based retail access credit, effective February 1, 2001. As a result of this order, NYSEG will be exposed to fluctuations in the spot price of electricity for customers who have chosen retail access.

On April 26, 2001, the NYPSC issued an order denying NYSEG's request to recover costs and lost revenues associated with the implementation of the market-based retail access credit. On May 24, 2001, NYSEG filed a petition for rehearing with the NYPSC. On May 25, 2001, NYSEG began an action in the New York State Supreme Court (Albany County) for review of the NYPSC order. On August 30, 2001, the NYPSC issued an order denying NYSEG's petition for rehearing.

Independent System Operators: The New York Independent System Operator (NYISO) has operational control over certain transmission facilities of each of the New York transmission-owning utilities, including NYSEG. The NYISO administers centralized capacity, energy, transmission and ancillary service markets, including operating reserves markets in New York.

In early 2000 the NYISO's operating reserves markets experienced problems that resulted in substantial charges to all customers required to buy operating reserves, including NYSEG. Several parties, including NYSEG, commenced FERC and court proceedings in response to these problems. In May 2000 the FERC ordered a bid cap for a portion of the operating reserves markets until the market problems are corrected and the NYISO demonstrates that all reserves markets are competitive, but did not order refunds of earlier higher operating reserves prices as sought by NYSEG. Several parties sought rehearing of FERC's order. On October 1, 2001, the United States District Court for the Northern District of New York issued a stay of NYSEG's action for a period of 12 months or until the FERC issues a decision on the parties' request for rehearing.

In response to complaints and other filings by NYSEG and other parties that raised concerns over energy market flaws, FERC approved in July 2000 a bid cap on energy of $1,000 per megawatt-hour in the NYISO's energy markets. FERC subsequently extended the bid cap until the Northeast Regional Transmission Organization (RTO) is operational and compliant with FERC's recently announced market design rulemaking. (See Regional Transmission Organization, below.) The bid cap may limit the price NYSEG pays or receives for energy it buys or sells in the NYISO energy markets.

In the second quarter of 2001 the NYISO filed with FERC an Automated Mitigation Procedure (AMP). The AMP is designed to mitigate certain unusually high bids so that market prices are not driven by bids that appear to be influenced by the exercise of market power. FERC approved the implementation of the AMP through October 31, 2001. The NYISO filed an application with FERC to extend the AMP.



Item 2.  Management's Discussion and Analysis of Financial Condition              and Results of Operations (Cont'd)

Energy East Corporation

Regional Transmission Organization: On July 12, 2001, FERC issued an order requiring the NYISO and neighboring New England and Mid-Atlantic independent system operators to negotiate to form a single Northeast RTO. The NYISO and other parties involved in negotiating the formation of the RTO participated in mediation facilitated by a FERC administrative law judge (ALJ) for 45 days, leading to a business plan detailing the process to develop a Northeast RTO. The business plan, coupled with an ALJ's report, have been submitted to the FERC. A FERC decision on the Northeast RTO is expected in the fourth quarter of 2001. In October 2001 FERC also commenced a proceeding to consider national standard market design issues and is expected to engage in a rulemaking proceeding soon. NYSEG and CMP have consistently advocated the formation of a Northeast/Mid-Atlantic RTO because they believe that a regional operator of the power transmission grid and wholesale power market is essential to facilitate greater market liquidity and competition.

Non-utility Generation: Petition to the FERC on NUGs: NYSEG petitioned the FERC in 1995 asking for relief from having to pay approximately $2 billion more than its avoided costs for power purchased over the term of two non-utility generation (NUG) contracts. NYSEG's electric restructuring agreement provides for the recovery of those costs for the term of the contracts through a form of a non-bypassable wires charge. The FERC denied NYSEG's petition and its subsequent request for a rehearing. NYSEG believes that the overpayments under the two contracts violate the Public Utility Regulatory Policies Act of 1978.

NYSEG commenced an action in the United States District Court for the Northern District of New York in August 1997. The complaint asked the District Court to either reform the two NUG contracts by reducing the price NYSEG must pay for electricity under the contracts, or send the matter back to the FERC or to the NYPSC with direction that they modify such contracts. The complaint also sought repayment of all monies paid above NYSEG's avoided costs. On September 29, 2000, the District Court dismissed NYSEG's complaint and endorsed the FERC decision denying NYSEG's petition. NYSEG appealed the District Court's decision to the United States Court of Appeals (Second Circuit). On October 5, 2001, the Second Circuit affirmed the District Court's decision. NYSEG is considering appealing the Second Circuit's decision to the United States Supreme Court or asking the Second Circuit for a rehearing.

New York State Energy Taxes: New York State legislation in 2000 included major changes to the taxation of electric and natural gas companies. Those changes included, among others, the repeal of certain gross receipts taxes and the imposition of a net income tax. On June 28, 2001, the NYPSC issued an order concerning the ratemaking treatment related to the implementation of those tax changes. The order placed certain limits on the recovery of state income taxes but authorized NYSEG to petition for recovery of such taxes. NYSEG filed a petition dated July 26, 2001, for recovery of all costs associated with the tax law changes consistent with its approved electric rate and restructuring agreement.

Item 2.  Management's Discussion and Analysis of Financial Condition              and Results of Operations (Cont'd)

Energy East Corporation

Central Maine Power Electricity Supply Responsibility: As a result of deregulation of electric generation in Maine in March 2000, CMP no longer has long-term electricity supply responsibilities. The Maine Public Utilities Commission (MPUC) can mandate that CMP be a standard offer provider for supply service should bids by competitive suppliers be deemed unacceptable by the MPUC. CMP is currently required to secure standard offer power for commercial and industrial customers through February 2002, but is permitted to recover any difference between the standard offer rate and its cost of procuring supply.

On September 18, 2001, the MPUC named Constellation Power Source Maine, LLC as the new supplier of standard-offer electricity to CMP's residential and small commercial standard offer class starting in March 2002. The standard-offer rates are in effect for three years until February 1, 2005.

MPUC Stranded Cost Proceeding: On May 8, 2001, the MPUC initiated a proceeding to reset CMP's stranded cost revenue requirement for the period beginning March 1, 2002. On July 16, 2001, CMP filed its recommended methodology for calculating stranded costs with the MPUC. On October 3, 2001, CMP filed its calculation of stranded costs for the period March 1, 2002, through February 28, 2005. The amount requested is approximately the same level as the level for the past two years. The MPUC is scheduled to establish, by February 2002, the level of stranded costs to be recovered in CMP's rates beginning March 1, 2002.

Item 2.  Management's Discussion and Analysis of Financial Condition              and Results of Operations (Cont'd)

Energy East Corporation

Natural Gas Delivery Business

NYSEG Natural Gas Rate Filings: On October 19, 2001, NYSEG filed a natural gas rate plan with the NYPSC requesting a $21 million natural gas delivery rate increase, as well as a gas adjustment clause for residential customers to flow through the actual commodity cost for natural gas and a weather normalization clause.

NYSEG's natural gas prices have been frozen for six years. The requested increases will allow NYSEG to recover and earn a return on over $250 million in infrastructure improvements since 1995, and ensure the continued safety and reliability of its natural gas delivery system. The rate plan is premised on an 11.5% return on equity and a 48% equity ratio. The new rates would become effective October 2002.

On October 29, 2001, NYSEG filed a petition with the NYPSC for the right to defer the difference between natural gas costs embedded in its residential gas sales rates and actual gas costs incurred for residential sales customers during the period November 1, 2001, through September 30, 2002. The petition is the result of sustained unanticipated high wholesale commodity costs. NYSEG expects the NYPSC to issue its decision later this year.

Connecticut Regulatory Proceedings: In January 2001 the Connecticut Office of Consumer Counsel (OCC) filed an appeal in State Superior Court arguing that the Connecticut Department of Public Utility Control's (DPUC) order in December 2000 approving The Southern Connecticut Gas Company (SCG) multi-year incentive rate plan (IRP) was unlawful. On March 30, 2001, the OCC filed a Motion to Stay the implementation of the DPUC's order, but the Court denied the motion on June 18, 2001.

In May 2001 the DPUC issued a decision for Connecticut Natural Gas' (CNG) IRP, approving a four-year term and replacing the proposed sharing in returns on equity with a graduated sharing in returns on equity in excess of 10.8%. The excess over 10.8% would be shared among shareholders and customers as follows: first 2% 75/25, next 4% 50/50 and over 6% 25/75. Performance and service measures were also adopted. After-tax merger-related natural gas cost savings are to be shared 50/50. On June 20, 2001, the OCC filed an appeal in Superior Court, arguing that the IRP approved by the DPUC for CNG was unlawful.

In August 2001 the appeals for SCG's and CNG's IRPs were combined.

On October 23, 2001, SCG and CNG reached a settlement agreement with the OCC which resolves numerous outstanding regulatory and legal proceedings. The settlement agreement has also been endorsed by Prosecutorial Staff of the DPUC.

The proceedings resolved by this settlement include a review of past SCG affiliate transactions, SCG's Purchased Gas Adjustment Clause (PGA) charges and credits, alleged over-earnings at SCG and CNG, and the above court appeal of the approved IRPs for SCG and CNG.

The settlement provides rate reductions of $1.5 million for SCG and $0.5 million for CNG, effective October 1, 2001. The settlement extends the approved IRPs for an additional year through September 2005 and maintains an earnings sharing mechanism that generally shares earnings above the authorized returns on equity 50/50 between shareholders and customers. In

Item 2.  Management's Discussion and Analysis of Financial Condition              and Results of Operations (Cont'd)

Energy East Corporation

addition, the settlement permits the recovery of SCG deferred gas costs through the PGA and through the customer portion of earnings sharing by the end of the IRP in 2005. Merger-enabled gas costs savings for both companies are also shared 50/50 between customers and shareholders, with the shareholder portion recovered through the PGA.

The settlement was filed with the DPUC on October 25, 2001, and SCG and CNG expect to receive DPUC approval of this settlement in November.

Other Businesses

Natural Gas Storage Facility: On August 3, 2001, Seneca Lake Storage, Inc. (SLSI), a subsidiary of Energy East Enterprises, Inc., announced plans to develop a high-deliverability natural gas storage facility in depleted salt caverns in the Town of Reading, New York. SLSI expects to begin operating the facility in November 2002. The storage facility will be linked to interstate pipelines, have a projected working gas capacity of 300,000 dekatherms (dth) and be capable of delivering up to 50,000 dth a day. SLSI will file with the FERC for authority to use the new facility to supply firm and interruptible natural gas storage services at market-based rates. State and local permits are also being sought from the appropriate agencies.

Other Matters

Accounting Issues: The Financial Accounting Standards Board (FASB), in July 2001, issued Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (Statement 142). Statement 142 requires that goodwill no longer be amortized, but instead be tested for impairment at least annually and an impairment loss recognized as appropriate. It also requires that recognized intangible assets be amortized over their useful lives and be reviewed for impairment, and that a recognized intangible asset with an indefinite life not be amortized until its life is determined to be no longer indefinite. A recognized intangible asset that is not amortized is to be tested for impairment annually and on an interim basis if there are indications that the asset might be impaired, and an impairment loss recognized as appropriate. The provisions of Statement 142 are to become effective in fiscal years beginning after December 15, 2001. The company will adopt Statement 142 as of January 1, 2002. The company is evaluating the effects that the adoption of Statement 142 is expected to have on its financial position and results of operations.

Investing and Financing ActivitiesInvesting Activities: Capital spending for the nine months ended September 30, 2001 was $142 million, including nuclear fuel. For 2001 capital spending is projected to be $226 million, including nuclear fuel, and is expected to be paid for 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.

In August 2001 the company provided a $100 million equity contribution to NYSEG. The contribution was used by NYSEG to repay $152 million in debt in connection with the termination of its sale of accounts receivable program. The equity contribution and debt repayment increased NYSEG's equity ratio to 40% at September 30, 2001.



Item 2.  Management's Discussion and Analysis of Financial Condition              and Results of Operations (Cont'd)

Energy East Corporation

Financing Activities: During the nine months ended September 30, 2001, the company repurchased 1.3 million shares of its common stock at an average price of $18.45 per share. This is a significantly lower pace of repurchases than in previous years. The company expects that future share repurchases will continue to be at a lower pace than previous years, but likely higher than the pace this year. The company is currently evaluating several factors that will impact the level of future share repurchases. Those factors include future expected cash flows and overall economic and market conditions.

In August 2001 the company began issuing shares through its Dividend Reinvestment and Stock Purchase Plan.

The company has renewed its revolving credit agreement with certain banks that provides for borrowing up to $300 million for a 364-day period, which the company expects to continue to renew annually.

On May 31, 2001, the company filed a shelf registration statement with the SEC to sell up to $1 billion in an unspecified combination of debt and trust preferred securities. The company plans to use the net proceeds to fund the cash portion of the consideration for the pending merger with RGS Energy. (See Item 2 - RGS Energy Merger Agreement.) The company may also use a portion of the proceeds for general corporate purposes, such as debt reduction, new facilities, working capital, repurchases of securities and to fund equity contributions to subsidiaries. In July 2001 a business trust subsidiary issued $345 million of 81/4% Capital Securities. The proceeds were used to purchase Energy East's 81/4% junior subordinated debt securities. Payments on such debt securities will be used by the trust to pay dividends on the Capital Securities. (See Item 1, Note 4 to the Financial Statements.)

CMP issued the following Series E Medium Term Notes (MTN), the proceeds of which were used to redeem debt and for general corporate purposes:

- On January 30, 2001, $25 million of 6.67% Series E MTNs due January 2006.
- On June 20, 2001, $10 million of 7% Series E MTNs due June 2011.
- On July 16, 2001, $5 million of 6 7/8% Series E MTNs due July 2008.
- On July 23, 2001, $20 million of 6 3/8% Series E MTNs due July 2005.
- On August 14, 2001, $15 million of 7% Series E MTNs due August 15, 2011.

On September 28, 2001, SCG issued $30 million of 6.59% Secured Medium-Term Notes due September 2011. The proceeds were used to repay short-term debt and for working capital purposes.

The company expects to issue $250 million of five-year notes in November 2001. The proceeds will be used to fund the $100 million equity contribution to NYSEG noted above and the RGS Energy merger.

Additional financing needed to complete the RGS merger, estimated at $400 million, is expected to be issued in the first quarter of 2002. Through financial instruments entered into in August 2001, the company has locked in the treasury rate component of that financing at an average rate of 5.05%.



Item 2.  Management's Discussion and Analysis of Financial Condition              and Results of Operations (Cont'd)

Energy East Corporation

(b) Results of OperationsDue to the mergers completed in 2000 - Connecticut Energy Corporation (CNE) in February 2000 and CMP Group, Inc, CTG Resources, Inc. and Berkshire Energy Resources in September 2000 - the company's results of operations for the quarter and nine months ended September 30, 2001, include those merged companies. Results of operations for the quarter ended September 30, 2000, include CNE and include CMP Group, CTG Resources and Berkshire Energy beginning with September 1, 2000. Results of operations for the nine months ended September 30, 2000, include CNE beginning with February 2000 and include CMP Group, CTG Resources and Berkshire Energy beginning with September 1, 2000.

|Three months ended September 30(Thousands, except per share amounts) | 2001      | 2000     | Change
|-------------------------------------------------------------------- | --------- | -------- | ------
|Operating Revenues                                                   | $798,848  | $651,146 | 23%   
|Operating Income                                                     | $94,567   | $101,282 | (7%)  
|Net Income                                                           | $(21,057) | $33,349  | (163%)
|Average Common Shares Outstanding                                    | 116,436   | 112,812  | 3%    
|Earnings Per Share, basic and diluted                                | $(.18)    | $.30     | (160%)
|Dividends Paid Per Share                                             | $.23      | $.22     | 5%    

Earnings per share for the quarter were 21 cents compared to 34 cents for the prior year quarter, excluding a writedown of CMP Group's investment in NEON Communications, Inc. in 2001 and the sale of XENERGY, Inc. in 2000. The decrease is primarily due to the higher costs of wholesale electricity purchases and reduced electric transmission revenues, which was partially offset by cost control efforts.

|Nine months ended September 30(Thousands, except per share amounts) | 2001       | 2000       | Change
|------------------------------------------------------------------- | ---------- | ---------- | ------
|Operating Revenues                                                  | $2,918,997 | $1,907,491 | 53%   
|Operating Income                                                    | $447,256   | $368,725   | 21%   
|Net Income                                                          | $121,118   | $183,147   | (34%) 
|Average Common Shares Outstanding                                   | 116,737    | 112,995    | 3%    
|Earnings Per Share, basic and diluted                               | $1.04      | $1.62      | (36%) 
|Dividends Paid Per Share                                            | $.69       | $.66       | 5%    

Earnings per share for the nine months of 2001 were $1.43 compared to $1.59 for the same period in 2000, excluding a writedown of CMP Group's investment in NEON Communications, Inc. in 2001, and the sale of XENERGY, Inc. and a non-recurring benefit from the sale of the company's coal-fired generation assets in 2000. The decrease is primarily due to the higher costs of natural gas and wholesale electricity purchases and reduced electric transmission revenues. Those decreases were partially offset by earnings from the merged companies, cost control efforts and the share repurchase program. Earnings are expected to be stronger in the fourth quarter of 2001, as compared to last year, due to the realization of merger synergies and lower earnings last year for NYSEG and The Energy Network.



Item 2.  Management's Discussion and Analysis of Financial Condition              and Results of Operations (Cont'd)

Energy East Corporation

Operating Results for the Electric Delivery Business

|Three months ended September 30(Thousands) | 2001     | 2000     | Change
|------------------------------------------ | -------- | -------- | ------
|Retail Deliveries - Megawatt-hours         | 5,863    | 4,322    | 36%   
|Operating Revenues                         | $623,997 | $519,866 | 20%   
|Operating Expenses                         | $517,242 | $380,332 | 36%   
|Operating Income                           | $106,755 | $139,534 | (23%) 

The $104 million increase in operating revenues is primarily due to the addition of CMP's delivery revenues through August 31, 2001, partially offset by lower wholesale deliveries and lower transmission revenues.

Operating expenses increased $137 million primarily due to the addition of CMP's purchases for retail deliveries and its operating costs through August 31, 2001, and higher purchased power costs, partially offset by cost control efforts.

|Nine months ended September 30(Thousands) | 2001       | 2000       | Change
|----------------------------------------- | ---------- | ---------- | ------
|Retail Deliveries - Megawatt-hours        | 17,568     | 11,144     | 58%   
|Operating Revenues                        | $1,904,785 | $1,390,501 | 37%   
|Operating Expenses                        | $1,508,370 | $1,040,168 | 45%   
|Operating Income                          | $396,415   | $350,333   | 13%   

The $514 million increase in operating revenues is primarily due to the addition of CMP's delivery revenues through August 31, 2001, and higher retail deliveries because of colder weather in the first quarter this year. Those increases were partially offset by lower wholesale deliveries and lower transmission revenues.

Operating expenses increased $468 million primarily due to the addition of CMP's operating costs through August 31, 2001. That increase was partially offset by lower purchased power costs, primarily due to lower wholesale deliveries, and cost control efforts.



Item 2.  Management's Discussion and Analysis of Financial Condition              and Results of Operations (Cont'd)

Energy East Corporation

Operating Results for the Natural Gas Delivery Business

|Three months ended September 30(Thousands) | 2001      | 2000      | Change
|------------------------------------------ | --------- | --------- | ------
|Retail Deliveries - Dekatherms             | 23,637    | 12,660    | 87%   
|Operating Revenues                         | $113,356  | $90,832   | 25%   
|Operating Expenses                         | $130,870  | $113,068  | 16%   
|Operating Loss                             | $(17,514) | $(22,236) | (21%) 

The $23 million increase in operating revenues is primarily due to the addition of CNG's and Berkshire Gas' delivery revenues through August 31, 2001, partially offset by lower natural gas prices for wholesale sales and lower retail deliveries.

Operating expenses increased $18 million primarily due to the addition of CNG's and Berkshire's operating costs through August 31, 2001, partially offset by lower purchased gas costs due to favorable market conditions and cost control efforts.

|Nine months ended September 30(Thousands) | 2001     | 2000     | Change
|----------------------------------------- | -------- | -------- | ------
|Retail Deliveries - Dekatherms            | 105,575  | 65,234   | 62%   
|Operating Revenues                        | $808,179 | $407,175 | 98%   
|Operating Expenses                        | $746,605 | $366,960 | 103%  
|Operating Income                          | $61,574  | $40,215  | 53%   

The $401 million increase in operating revenues is primarily due to the addition of SCG's delivery revenues for January 2001 and CNG's and Berkshire Gas' delivery revenues through August 31, 2001, and the recovery of increased natural gas costs caused by higher market prices.

Operating expenses increased $380 million primarily due to the addition of SCG's operating costs for January 2001 and CNG's and Berkshire's operating costs through August 31, 2001, and an increase in retail purchased gas costs caused by higher market prices.





Item 1.  Financial Statements(CMP is a wholly-owned subsidiary of CMP Group, Inc. Effective September 1, 2000, CMP Group became a wholly-owned subsidiary of Energy East Corporation.)

Central Maine Power Company
Consolidated Statements of Income - (Unaudited)

|                                                      | Three Months | Nine Months          
|----------------------------------------------------- | ------------ | ---------------------
|Periods Ended Sep. 30                                 | 2001         | From Acquisition 2000
|                                                      | (Thousands) 
|Operating Revenues                                    |              |                      
|Sales and services                                    | $200,229     | $64,920              
|Operating Expenses                                    |              |                      
|Electricity purchased and
    fuel used in generation | 109,165      | 34,655               
|Other operating expenses                              | 42,937       | 14,175               
|Maintenance                                           | 9,594        | 2,478                
|Depreciation and     amortization                     | 9,102        | 3,435                
|Other taxes                                           | 5,349        | 1,725                
|Total Operating         Expenses                      | 176,147      | 56,468               
|Operating Income                                      | 24,082       | 8,452                
|Other (Income) and   Deductions                       | (157)        | (1,239)              
|Interest Charges, Net                                 | 7,060        | 2,229                
|Recovery of Non-  Provided Deferred
  Income Taxes    | -            | (274)                
|Income Before 
  Income Taxes                         | 17,179       | 7,736                
|Income Taxes                                          | 5,904        | 3,430                
|Net Income                                            | 11,275       | 4,306                
|Preferred Stock   Dividends                           | 361          | 186                  
|Earnings Available for   Common Stock                 | $10,914      | $4,120               







Item 1.

Central Maine Power Company
Consolidated Balance Sheets - (Unaudited)

|                                              | Sep. 30,
2001 | Dec. 31,
2000
|--------------------------------------------- | ------------- | -------------
|Assets                                        | (Thousands)  
|Current Assets                                |               |              
|Cash and cash equivalents                     | $12,453       | $17,933      
|Accounts receivable, net                      | 123,014       | 135,707      
|Materials and supplies, at average cost       | 9,030         | 9,052        
|Accumulated deferred income tax benefits, net | 76            | 4,533        
|Prepayments                                   | 23,099        | 9,574        
|Other                                         | 39            | 38           
|Total Current Assets                          | 167,711       | 176,837      
|Utility Plant, at Original Cost               |               |              
|Electric                                      | 1,301,302     | 1,392,693    
|Less accumulated depreciation                 | 483,050       | 571,275      
|Net Utility Plant in Service                  | 818,252       | 821,418      
|Construction work in progress                 | 17,782        | 16,682       
|Total Utility Plant                           | 836,034       | 838,100      
|Other Property                                | 6,586         | 6,526        
|Investment in Associated Companies, at Equity | 30,267        | 33,952       
|Regulatory and Other Assets                   |               |              
|Regulatory assets                             |               |              
|Nuclear plant obligations                     | 222,670       | 234,929      
|Unfunded future income taxes                  | 85,293        | 80,999       
|Unamortized loss on debt reacquisitions       | 10,741        | 12,057       
|Demand-side management program costs          | 15,681        | 20,563       
|Environmental remediation costs               | 6,492         | 8,217        
|Other                                         | 135,195       | 118,480      
|Total regulatory assets                       | 476,072       | 475,245      
|Other assets                                  |               |              
|Goodwill, net                                 | 331,700       | 342,306      
|Prepaid pension benefits                      | 29,819        | 32,070       
|Other                                         | 17,425        | 23,761       
|Total other assets                            | 378,944       | 398,137      
|Total Regulatory and Other Assets             | 855,016       | 873,382      
|Total Assets                                  | $1,895,614    | $1,928,797   

The notes on pages 33 through 36 are an integral part of the financial statements.





Item 1.

Central Maine Power Company
Consolidated Balance Sheets - (Unaudited)

|                                                        | Sep. 30,
2001 | Dec. 31,
2000
|------------------------------------------------------- | ------------- | -------------
|Liabilities                                             | (Thousands)  
|Current Liabilities                                     |               |              
|Current portion of long-term debt                       | $62,221       | $12,946      
|Notes payable                                           | 38,000        | 46,500       
|Accounts payable and accrued liabilities                | 58,842        | 77,075       
|Interest accrued                                        | 2,410         | 5,084        
|Other                                                   | 42,716        | 57,423       
|Total Current Liabilities                               | 204,189       | 199,028      
|Regulatory and Other Liabilities Regulatory liabilities |               |              
|Deferred income taxes                                   | 43,133        | 28,812       
|Deferred income taxes, unfunded future income taxes     | 34,803        | 33,051       
|Gain on sale of generation assets                       | 204,298       | 232,041      
|Pension benefits                                        | 44,920        | 47,632       
|Other                                                   | 26,281        | 37,796       
|Total regulatory liabilities                            | 353,435       | 379,332      
|Other liabilities                                       |               |              
|Deferred income taxes                                   | 23,133        | 20,065       
|Nuclear plant obligations                               | 222,670       | 234,929      
|Other postretirement benefits                           | 69,801        | 69,808       
|Environmental remediation costs                         | 3,846         | 4,147        
|Other                                                   | 93,735        | 99,710       
|Total other liabilities                                 | 413,185       | 428,659      
|Total Regulatory and Other Liabilities                  | 766,620       | 807,991      
|Long-term debt                                          | 235,869       | 222,309      
|Total Liabilities                                       | 1,206,678     | 1,229,328    
|Commitments                                             | -             | -            
|Preferred Stock 
 Preferred stock                       | 35,571        | 35,571       
|Capital in excess of par value                          | (3,363)       | (3,503)      
|Common Stock Equity
 Common stock                       | 162,213       | 162,213      
|Capital in excess of par value                          | 498,996       | 500,897      
|Retained earnings                                       | 14,519        | 23,291       
|Treasury stock, at cost                                 | (19,000)      | (19,000)     
|Total Common Stock Equity                               | 656,728       | 667,401      
|Total Liabilities and Stockholder's Equity              | $1,895,614    | $1,928,797   

The notes on pages 33 through 36 are an integral part of the financial statements.





Item 1.

Central Maine Power Company
Consolidated Statements of Cash Flows - (Unaudited)

|Periods Months Ended Sep. 30                                                       | Nine
Months
2001 | From
Acquisition
2000 | Predecessor
To
Acquisition
2000
|---------------------------------------------------------------------------------- | ---------------- | --------------------- | -------------------------------
|                                                                                   | (Thousands)     
|Operating Activities                                                               |                  |                       |                                
|Net income                                                                         | $37,295          | $4,306                | $29,878                        
|Adjustments to reconcile net income to net
  cash provided by operating activities |                  |                       |                                
|Depreciation and amortization                                                      | 27,342           | 3,435                 | 23,661                         
|Income taxes and investment tax credits deferred, net                              | 19,596           | 1,355                 | (9,981)                        
|Power supply costs recovered with asset sale                                       | -                | 257                   | (8,355)                        
|Changes in current operating assets and liabilities                                |                  |                       |                                
|Accounts receivable                                                                | 12,693           | 81                    | 29,067                         
|Inventory                                                                          | 22               | (78)                  | 405                            
|Prepayments                                                                        | (13,525)         | (417)                 | (14,137)                       
|Accounts payable and accrued liabilities                                           | (18,233)         | (23,394)              | (21,835)                       
|Other current liabilities                                                          | (14,707)         | (4,084)               | 19,700                         
|Changes in deferred balances and related carrying costs                            | (1,080)          | (195)                 | 15,170                         
|Asset sale settlement costs                                                        | (12,000)         | -                     | -                              
|Deferred NUG costs                                                                 | (13,459)         | -                     | -                              
|Other, net                                                                         | (3,194)          | (5,457)               | 14,073                         
|Net Cash Provided by (Used in) Operating Activities                                | 20,750           | (24,191)              | 77,646                         
|Investing Activities                                                               |                  |                       |                                
|Utility plant additions                                                            | (34,362)         | (2,247)               | (60,671)                       
|Contributions in aid of construction, net                                          | -                | 116                   | 35,896                         
|Other property and investments, net                                                | (94)             | 3                     | 856                            
|Net Cash Used in Investing Activities                                              | (34,456)         | (2,128)               | (23,919)                       
|Financing Activities                                                               |                  |                       |                                
|Long-term note issuances                                                           | 75,000           | 30,000                | 125,000                        
|Long-term note retirements                                                         | (12,207)         | (242)                 | (61,955)                       
|Notes payable, net                                                                 | (8,500)          | -                     | -                              
|Liquidating dividends                                                              | -                | (190,000)             | -                              
|Dividends on common and preferred stock                                            | (46,067)         | -                     | (35,384)                       
|Net Cash Provided by (Used in) Financing Activities                                | 8,226            | (160,242)             | 27,661                         
|Net (Decrease) Increase in Cash and Cash Equivalents                               | (5,480)          | (186,561)             | 81,388                         
|Cash and Cash Equivalents, Beginning of Period                                     | 17,933           | 194,260               | 112,872                        
|Cash and Cash Equivalents, End of Period                                           | $12,453          | $7,699                | $194,260                       
|Supplemental Disclosure of Cash Flows Information                                  |                  |                       |                                
|Cash paid during the period:                                                       |                  |                       |                                
|Interest, net of amounts capitalized                                               | $20,277          | $2,099                | $10,316                        
|Income taxes                                                                       | $11,427          | $50                   | $24,553                        

The notes on pages 33 through 36 are an integral part of the financial statements.





Item 1.

Central Maine Power Company
Consolidated Statements of Retained Earnings - (Unaudited)

|Periods Ended Sep. 30                    | Nine
Months
2001 | From
Acquisition
2000 | Predecessor
To
Acquisition
2000
|---------------------------------------- | ---------------- | --------------------- | -------------------------------
|                                         | (Thousands)     
|Balance, beginning of period             | $23,291          | -                     | $100,754                       
|Add net income                           | 37,295           | $4,306                | 29,878                         
|                                         | 60,586           | 4,306                 | 130,632                        
|Deduct dividends on capital stock        |                  |                       |                                
|Preferred                                | 1,082            | -                     | 1,676                          
|Common                                   | 44,985           | -                     | 33,708                         
|Adjustment to retained earnings          | -                | -                     | 95,075                         
|Amortization of reacquired capital stock | -                | 15                    | 173                            
|                                         | 46,067           | 15                    | 130,632                        
|Balance, end of period                   | $14,519          | $4,291                | -                              

The notes on pages 33 through 36 are an integral part of the financial statements.



Central Maine Power Company
Consolidated Statements of Comprehensive Income - (Unaudited)

|                                        | Three Months | Nine Months          
|--------------------------------------- | ------------ | ---------------------
|Periods Ended Sep. 30                   | 2001         | From
Acquisition
2000
|                                        | (Thousands) 
|Net income                              | $11,275      | $4,306               
|Other comprehensive loss,
   net of tax |              |                      
|Net unrealized loss
    on investments  | (184)        | -                    
|Total other 
    comprehensive loss     | (184)        | -                    
|Comprehensive income                    | $11,091      | $4,306               

The notes on pages 33 through 36 are an integral part of the financial statements.





Item 2.

Central Maine Power Company

(a) Liquidity and Capital Resources

Electric Delivery BusinessSale of Vermont Yankee: See Energy East Corporation's Item 2(a), Electric Delivery Business, for the discussion of this item.

Regional Transmission Organization: See Energy East Corporation's Item 2(a), Electric Delivery Business, for the discussion of this item.

Central Maine Power Electricity Supply Responsibility: See Energy East Corporation's Item 2(a), Electric Delivery Business, for the discussion of this item.

MPUC Stranded Cost Proceeding: See Energy East Corporation's Item 2(a), Electric Delivery Business, for the discussion of this item.

Other MattersAccounting Issues: See Energy East Corporation's Item 2(a), Other Matters, for the discussion of this item.

Investing and Financing ActivitiesInvesting Activities: Capital spending for the nine months ended September 30, 2001 was $34 million, including nuclear fuel. For 2001 capital spending is projected to be $45 million, including nuclear fuel, and is expected to be paid for with internally generated funds. Capital spending will be primarily for the extension of electric delivery service, necessary improvements to existing facilities and compliance with environmental requirements.

Financing Activities: CMP issued the following Series E Medium Term Notes (MTN), the proceeds of which were used to redeem debt and for general corporate purposes:

- On January 30, 2001, $25 million of 6.67% Series E MTNs due January 2006.
- On June 20, 2001, $10 million of 7% Series E MTNs due June 2011.
- On July 16, 2001, $5 million of 6 7/8% Series E MTNs due July 2008.
- On July 23, 2001, $20 million of 6 3/8% Series E MTNs due July 2005.
- On August 14, 2001, $15 million of 7% Series E MTNs due August 15, 2011.



Item 2.  Management's Discussion and Analysis of Financial Condition              and Results of Operations

Central Maine Power Company

(b) Results of Operations

|Three months ended September 30(Thousands) | 2001     | 2000     | Change
|------------------------------------------ | -------- | -------- | ------
|Retail Deliveries - Megawatt-hours         | 2,367    | 2,404    | (2%)  
|Operating Revenues                         | $200,229 | $220,041 | (9%)  
|Operating Expenses                         | $176,147 | $209,954 | (16%) 
|Operating Income                           | $24,082  | $10,087  | 139%  
|Earnings Available for Common Stock        | $10,914  | $5,401   | 102%  

Earnings for the quarter increased about $6 million primarily due to cost control efforts, partially offset by a decrease in other income.

Operating revenues for the quarter decreased about $20 million primarily because CMP no longer supplies electricity unless it is directed by the MPUC to be the standard offer provider. CMP is currently the standard offer provider for commercial and industrial rate classes.

Operating expenses decreased $34 million primarily due to decreased purchased power expenses, because CMP no longer supplies electricity to certain customers, and as a result of cost control efforts.



Item 2.

Central Maine Power Company

|Nine months ended September 30(Thousands) | 2001     | 2000     | Change
|----------------------------------------- | -------- | -------- | ------
|Retail Deliveries - Megawatt-hours        | 7,006    | 7,072    | (1%)  
|Operating Revenues                        | $622,861 | $678,395 | (8%)  
|Operating Expenses                        | $544,312 | $619,915 | (12%) 
|Operating Income                          | $78,549  | $58,480  | 34%   
|Earnings Available for Common Stock       | $36,213  | $32,508  | 11%   

Earnings for the nine months increased $4 million primarily due to cost control efforts. A decrease in other income was offset by a decrease in interest charges. The deregulation of Maine's electric industry affected operating revenues and expenses for the period as discussed below. CMP no longer supplies electricity unless it is directed by the MPUC to be the standard offer provider. CMP is currently the standard offer provider for commercial and industrial rate classes.

The $56 million decrease in operating revenues is primarily because CMP no longer supplies electricity to certain retail customers, and a rate reduction that began March 1, 2000. Those decreases were partially offset by higher transmission revenues and asset sale gain amortization.

Operating expenses decreased $76 million primarily due to decreased purchased power expenses, because CMP no longer supplies electricity to certain customers, and as a result of cost control efforts.

Item 1.

New York State Electric & Gas Corporation
Statements of Income - (Unaudited)

|                                                       | Three Months | Nine Months
|------------------------------------------------------ | ------------ | -----------
|Periods Ended September 30                             | 2001         | 2000       
|                                                       | (Thousands) 
|Operating Revenues                                     |              |            
|Electric                                               | $423,676     | $457,149   
|Natural gas                                            | 36,318       | 41,457     
|Total Operating Revenues                               | 459,994      | 498,606    
|Operating Expenses                                     |              |            
|Electricity purchased and fuel 
    used in generation | 223,243      | 215,308    
|Natural gas purchased                                  | 23,226       | 31,462     
|Other operating expenses                               | 59,858       | 71,582     
|Maintenance                                            | 21,560       | 16,287     
|Depreciation and amortization                          | 25,251       | 27,292     
|Other taxes                                            | 32,702       | 17,544     
|Total Operating Expenses                               | 385,840      | 379,475    
|Operating Income                                       | 74,154       | 119,131    
|Interest Charges, Net                                  | 25,356       | 26,660     
|Other (Income) and Deductions                          | (6,408)      | 1,701      
|Income Before Income Taxes                             | 55,206       | 90,770     
|Income Taxes                                           | 23,099       | 48,394     
|Net Income                                             | 32,107       | 42,376     
|Preferred Stock Dividends                              | 99           | 99         
|Earnings Available for Common Stock                    | $32,008      | $42,277    







Item 1.

New York State Electric & Gas Corporation
Balance Sheets - (Unaudited)

|                                              | Sep. 30,
2001 | Dec. 31,
2000
|--------------------------------------------- | ------------- | -------------
|Assets                                        | (Thousands)  
|Current Assets                                |               |              
|Cash and cash equivalents                     | $12,974       | $17,618      
|Special deposits                              | 1,424         | 21,440       
|Accounts receivable, net                      | 273,082       | 200,846      
|Fuel, at average cost                         | 39,649        | 28,677       
|Materials and supplies, at average cost       | 7,033         | 7,395        
|Prepayments                                   | 36,842        | 27,893       
|Accumulated deferred income tax benefits, net | 3,986         | 3,943        
|Total Current Assets                          | 374,990       | 307,812      
|Utility Plant, at Original Cost               |               |              
|Electric                                      | 3,403,732     | 3,391,619    
|Natural gas                                   | 646,868       | 635,563      
|Common                                        | 132,935       | 140,020      
|                                              | 4,183,535     | 4,167,202    
|Less accumulated depreciation                 | 2,163,952     | 2,116,787    
|Net Utility Plant in Service                  | 2,019,583     | 2,050,415    
|Construction work in progress                 | 21,634        | 25,006       
|Total Utility Plant                           | 2,041,217     | 2,075,421    
|Other Property and Investments, Net           | 80,657        | 76,737       
|Regulatory and Other Assets                   |               |              
|Regulatory assets                             |               |              
|Unfunded future income taxes                  | 45,062        | 44,610       
|Unamortized loss on debt reacquisitions       | 43,917        | 46,791       
|Demand-side management program costs          | 10,154        | 28,366       
|Environmental remediation costs               | 52,900        | 58,200       
|Other                                         | 30,296        | 30,386       
|Total regulatory assets                       | 182,329       | 208,353      
|Other assets                                  |               |              
|Prepaid pension benefits                      | 313,909       | 250,826      
|Goodwill, net                                 | 11,295        | 11,582       
|Other                                         | 19,072        | 22,254       
|Total other assets                            | 344,276       | 284,662      
|Total Regulatory and Other Assets             | 526,605       | 493,015      
|Total Assets                                  | $3,023,469    | $2,952,985   

The notes on pages 33 through 36 are an integral part of the financial statements.





Item 1.

New York State Electric & Gas Corporation
Balance Sheets - (Unaudited)

|                                                                      | Sep. 30,
2001 | Dec. 31,
2000
|--------------------------------------------------------------------- | ------------- | -------------
|Liabilities                                                           | (Thousands)  
|Current Liabilities                                                   |               |              
|Current portion of long-term debt                                     | $292          | $1,088       
|Notes payable                                                         | 23,000        | 123,000      
|Accounts payable and accrued liabilities                              | 101,531       | 160,654      
|Interest accrued                                                      | 27,074        | 15,925       
|Taxes accrued                                                         | 33,040        | 9,006        
|Other                                                                 | 66,583        | 71,510       
|Total Current Liabilities                                             | 251,520       | 381,183      
|Regulatory and Other Liabilities Regulatory liabilities               |               |              
|Deferred income taxes                                                 | 38,626        | 50,306       
|Deferred income taxes, unfunded future income taxes                   | 18,848        | 18,848       
|Other                                                                 | 26,906        | 16,975       
|Total regulatory liabilities                                          | 84,380        | 86,129       
|Other liabilities                                                     |               |              
|Deferred income taxes                                                 | 304,513       | 287,560      
|Other postretirement benefits                                         | 190,641       | 183,666      
|Environmental remediation costs                                       | 76,500        | 77,500       
|Derivative liabilities                                                | 11,602        | -            
|Other                                                                 | 96,180        | 100,148      
|Total other liabilities                                               | 679,436       | 648,874      
|Total Regulatory and Other Liabilities                                | 763,816       | 735,003      
|Long-term debt                                                        | 1,189,889     | 1,189,249    
|Total Liabilities                                                     | 2,205,225     | 2,305,435    
|Commitments                                                           | -             | -            
|Preferred Stock 
 Preferred stock redeemable solely at NYSEG's option | 10,159        | 10,159       
|Common Stock Equity
 Common stock                                     | 430,057       | 430,057      
|Capital in excess of par value                                        | 270,835       | 170,678      
|Retained earnings                                                     | 114,413       | 35,329       
|Accumulated other comprehensive income (loss)                         | (7,220)       | 1,327        
|Total Common Stock Equity                                             | 808,085       | 637,391      
|Total Liabilities and Stockholder's Equity                            | $3,023,469    | $2,952,985   

The notes on pages 33 through 36 are an integral part of the financial statements.





Item 1.

New York State Electric & Gas Corporation
Statements of Cash Flows - (Unaudited)

|Nine Months Ended September 30                                                     | 2001             | 2000             
|---------------------------------------------------------------------------------- | ---------------- | -----------------
|Operating Activities                                                               | (Thousands)     
|Net income                                                                         | $144,923         | $180,532         
|Adjustments to reconcile net income to net
  cash provided by operating activities |                  |                  
|Depreciation and amortization                                                      | 76,380           | 82,029           
|Income taxes and investment tax credits deferred, net                              | 9,562            | (3,366)          
|Pension income                                                                     | (53,992)         | (48,739)         
|Changes in current operating assets and liabilities                                |                  |                  
|Accounts receivable                                                                | 79,764           | 33,838           
|Sale of accounts receivable program                                                | (152,000)        | -                
|Loan receivable, affiliated company                                                | -                | 17,789           
|Inventory                                                                          | (10,610)         | (18,873)         
|Prepayments                                                                        | (8,949)          | 5,347            
|Accounts payable and accrued liabilities                                           | (59,123)         | (26,655)         
|Interest accrued                                                                   | 11,149           | 10,693           
|Taxes accrued                                                                      | 24,034           | (4,579)          
|Other current liabilities                                                          | (4,927)          | 10,936           
|Other, net                                                                         | 30,956           | 9,540            
|Net Cash Provided by Operating Activities                                          | 87,167           | 248,492          
|Investing Activities                                                               |                  |                  
|Utility plant additions                                                            | (52,009)         | (58,595)         
|Other property and investments                                                     | 4,009            | 597              
|Other                                                                              | 22,028           | 3,398            
|Net Cash Used in Investing Activities                                              | (25,972)         | (54,600)         
|Financing Activities                                                               |                  |                  
|Equity infusion                                                                    | 100,000          | -                
|Notes payable, net                                                                 | (100,000)        | (112,240)        
|Dividends on common and preferred stock                                            | (65,839)         | (168,622)        
|Net Cash Used in Financing Activities                                              | (65,839)         | (280,862)        
|Net Decrease in Cash and Cash Equivalents                                          | (4,644)          | (86,970)         
|Cash and Cash Equivalents, Beginning of Period                                     | 17,618           | 114,494          
|Cash and Cash Equivalents, End of Period                                           | 12,974           | $27,524          
|Supplemental Disclosure of Cash Flows Information                                  |                  |                  
|Cash paid during the period:
  Interest, net of amounts capitalized
  Income taxes | $64,313 
$64,112 | $62,102 
$107,468

The notes on pages 33 through 36 are an integral part of the financial statements.





Item 1.

New York State Electric & Gas Corporation
Statements of Retained Earnings - (Unaudited)

|Nine Months Ended September 30    | 2001        | 2000   
|--------------------------------- | ----------- | -------
|                                  | (Thousands)
|Balance, Beginning of Period      | $35,329     | $26,731
|Add net income                    | 144,923     | 180,532
|                                  | 180,252     | 207,263
|Deduct Dividends on Capital Stock |             |        
|Preferred                         | 297         | 297    
|Common                            | 65,542      | 168,325
|                                  | 65,839      | 168,622
|Balance, End of Period            | $114,413    | $38,641

The notes on pages 33 through 36 are an integral part of the financial statements.



New York State Electric & Gas Corporation
Statements of Comprehensive Income - (Unaudited)

|                                                                                                                                                                | Three Months | Nine Months
|--------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------ | -----------
|Periods Ended September 30                                                                                                                                      | 2001         | 2000       
|                                                                                                                                                                | (Thousands) 
|Net income                                                                                                                                                      | $32,107      | $42,376    
|Other comprehensive income (loss), net of tax                                                                                                                   |              |            
|Net unrealized gain (loss) on investments                                                                                                                       | (27)         | 390        
|Minimum pension liability adjustment                                                                                                                            | -            | 721        
|Unrealized gains (losses) on derivatives 
  qualified as hedges                                                                                                 |              |            
|Unrealized gains on derivatives qualified 
      as hedges arising during the period due 
      to cumulative effect of a change in 
      accounting principle | -            | -          
|Unrealized losses on derivatives qualified 
      as hedges                                                                                                     | (3,255)      | -          
|Reclassification adjustment for losses included
      in net income                                                                                             | 14,119       | -          
|Net unrealized gains (losses) on derivatives
    qualified as hedges                                                                                            | 10,864       | -          
|Total other comprehensive income (loss)                                                                                                                         | 10,837       | 1,111      
|Comprehensive income                                                                                                                                            | $42,944      | $43,487    







Item 2.

New York State Electric & Gas Corporation

(a) Liquidity and Capital Resources

Electric Delivery BusinessSale of Nine Mile Point 2: See Energy East Corporation's Item 2(a), Electric Delivery Business, for the discussion of this item.

NYSEG Electric Rate Agreement: See Energy East Corporation's Item 2(a), Electric Delivery Business, for the discussion of this item.

Retail Access Credit: See Energy East Corporation's Item 2(a), Electric Delivery Business, for the discussion of this item.

Independent System Operators: See Energy East Corporation's Item 2(a), Electric Delivery Business, for the discussion of this item.

Regional Transmission Organization: See Energy East Corporation's Item 2(a), Electric Delivery Business, for the discussion of this item.

Non-utility Generation: See Energy East Corporation's Item 2(a), Electric Delivery Business, for the discussion of this item.

New York State Energy Taxes: See Energy East Corporation's Item 2(a), Electric Delivery Business, for the discussion of this item.

Natural Gas Delivery BusinessNYSEG's Natural Gas Rate Filings: See Energy East Corporation's Item 2(a), Natural Gas Delivery Business, for the discussion of this item.

Other MattersAccounting Issues: See Energy East Corporation's Item 2(a), Other Matters, for the discussion of this item.

Investing ActivitiesInvesting Activities: Capital spending for the nine months ended September 30, 2001 was $50 million, including nuclear fuel. For 2001 capital spending is projected to be $75 million, including nuclear fuel, and is expected to be paid for 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.

Financing Activities: In August 2001, Energy East Corporation provided a $100 million equity contribution to NYSEG. The contribution was used by NYSEG to repay $152 million in debt in connection with the termination of its sale of accounts receivable program. The equity contribution and debt repayment increased NYSEG's equity ratio to 40% at September 30, 2001.



Item 2.  Management's Discussion and Analysis of Financial Condition              and Results of Operations (Cont'd)

New York State Electric & Gas Corporation

(b) Results of Operations

|Three months ended September 30(Thousands) | 2001     | 2000     | Change
|------------------------------------------ | -------- | -------- | ------
|Operating Revenues                         | $459,994 | $498,606 | (8%)  
|Operating Income                           | $74,154  | $119,131 | (38%) 
|Earnings Available for Common Stock        | $32,008  | $42,277  | (24%) 

Earnings for the third quarter decreased $10 million due to higher costs of electricity purchases and lower electric transmission revenues. Those decreases were partially offset by cost control efforts and favorable natural gas purchase prices.

|Nine months ended September 30(Thousands) | 2001       | 2000       | Change
|----------------------------------------- | ---------- | ---------- | ------
|Operating Revenues                        | $1,540,995 | $1,569,613 | (2%)  
|Operating Income                          | $322,622   | $369,890   | (13%) 
|Earnings Available for Common Stock       | $144,626   | $180,235   | (20%) 

Earnings for the nine months decreased $28 million, excluding a non-recurring benefit in 2000 from the sale of an affiliate's coal-fired generation assets. The decrease is primarily due to higher prices of natural gas purchased and lower electric transmission revenues. Those decreases were partially offset by higher retail electricity deliveries because of colder winter weather, and cost control efforts.

Operating Results for the Electric Delivery Business

|Three months ended September 30(Thousands) | 2001     | 2000     | Change
|------------------------------------------ | -------- | -------- | ------
|Retail Deliveries - Megawatt-hours         | 3,496    | 3,558    | (2%)  
|Operating Revenues                         | $423,676 | $457,149 | (7%)  
|Operating Expenses                         | $341,001 | $323,831 | 5%    
|Operating Income                           | $82,675  | $133,318 | (38%) 

The $33 million decrease in operating revenues is primarily due to lower wholesale deliveries and lower transmission revenues.

Operating expenses increased $17 million for the quarter due to higher purchased power costs. That increase was partially offset by lower purchased power volume caused by lower wholesale deliveries, and cost control efforts.



Item 2.  Management's Discussion and Analysis of Financial Condition              and Results of Operations (Cont'd)

New York State Electric & Gas Corporation

|Nine months ended September 30(Thousands) | 2001       | 2000       | Change
|----------------------------------------- | ---------- | ---------- | ------
|Retail Deliveries - Megawatt-hours        | 10,563     | 10,380     | 2%    
|Operating Revenues                        | $1,281,658 | $1,327,785 | (3%)  
|Operating Expenses                        | $963,785   | $983,666   | (2%)  
|Operating Income                          | $317,873   | $344,119   | (8%)  

The $46 million decrease in operating revenues is primarily due to lower wholesale deliveries and lower transmission revenues. Those decreases were partially offset by higher retail deliveries because of colder winter weather earlier this year.

Operating expenses decreased $20 million due to lower purchased power costs primarily due to lower wholesale deliveries, and cost control efforts.

Operating Results for the Natural Gas Delivery Business

|Three months ended September 30(Thousands) | 2001     | 2000      | Change
|------------------------------------------ | -------- | --------- | ------
|Retail Deliveries - Dekatherms             | 6,939    | 7,229     | (4%)  
|Operating Revenues                         | $36,318  | $41,457   | (12%) 
|Operating Expenses                         | $44,839  | $55,644   | (19%) 
|Operating Loss                             | $(8,521) | $(14,187) | (40%) 

The $5 million decrease in operating revenues is primarily due to lower natural gas prices for wholesale sales.

Operating expenses decreased $11 million primarily due to lower purchased natural gas costs because of favorable market conditions and cost control efforts.

|Nine months ended September 30(Thousands) | 2001     | 2000     | Change
|----------------------------------------- | -------- | -------- | ------
|Retail Deliveries - Dekatherms            | 40,676   | 42,030   | (3%)  
|Operating Revenues                        | $259,337 | $241,828 | 7%    
|Operating Expenses                        | $254,588 | $216,057 | 18%   
|Operating Income                          | $4,749   | $25,771  | (82%) 

The $18 million increase in operating revenues is primarily due to the recovery of increased natural gas costs for non-residential deliveries in the first quarter this year, partially offset by lower wholesale sales and retail deliveries.

Operating expenses increased $39 million primarily due to an increase in the price of natural gas. That increase was partially offset by cost control efforts.





Item 1.

Notes to Financial Statements
for
Energy East Corporation
Central Maine Power Company
New York State Electric & Gas Corporation

Notes to Financial Statements of Registrants:

|Registrant  | Applicable Notes
|----------- | ----------------
|Energy East | 1, 2, 3, 4, 5, 6
|CMP         | 1, 2, 5, 6      
|NYSEG       | 1, 5, 6         

Note 1. Unaudited Financial Statements

The accompanying unaudited financial statements reflect all adjustments which are 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.

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, 2000. 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.

Note 2. Acquisitions of Connecticut Energy, CMP Group, CTG Resources and Berkshire Energy

Due to completion of the company's merger with CNE on February 8, 2000, and its mergers with CMP Group, CTG Resources and Berkshire Energy on September 1, 2000, the company's consolidated financial statements include CNE's results beginning with February 2000 and include CMP Group's, CTG Resources' and Berkshire Energy's results beginning with September 2000.

Amounts presented in the consolidated financial statements for CMP for the periods from July 1, 2000, to the date of acquisition and January 1, 2000, to the date of acquisition, reflect the historical predecessor amounts reported by CMP prior to its acquisition by Energy East. Amounts reported for the three months and nine months ended September 30, 2001, include the amortization of goodwill related to the acquisition of CMP by Energy East.

The four merger transactions were accounted for using the purchase method. In each transaction the purchase price was allocated to the assets acquired and liabilities assumed based on values on the date of purchase. The cost in excess of the fair value of the net assets acquired in each transaction was recorded as goodwill and will be amortized on a straight-line basis over the estimated useful life. (See Energy East Corporation's Item 2(a), Other Matters - Accounting Issues.) The useful life is determined based on the individual characteristics of each acquired company and the lives range from four to 40 years. Goodwill has been adjusted over the 12 months following the mergers as actual amounts for estimated liabilities became known.

The following pro forma information for the company for the three months and nine months ended September 30, 2000, which is based on unaudited data, gives effect to the company's four mergers as if they had been completed January 1, 2000. This information does not reflect future revenues or cost savings that may result from the mergers and is not indicative of actual results of operations had the mergers occurred at the beginning of the period presented or of results that may occur in the future.

|Periods Ended September 30, 2000(Thousands, except per share amounts) | Three Months | Nine Months
|--------------------------------------------------------------------- | ------------ | -----------
|Revenues                                                              | $853,143     | $2,853,967 
|Net income                                                            | $19,535      | $205,204   
|Earnings per share of common stock                                    | $.16         | $1.69      

Pro forma adjustments reflected in the amounts presented above include: (1) additional depreciation and amortization related to adjusting the four merged companies' non-utility assets to fair value based on an independent appraisal, (2) amortization of goodwill, (3) elimination of merger costs, (4) lower investment income due to the sale of temporary investments to complete the mergers (5) interest expense due to the issuance of merger-related debt and (6) adjustments for estimated tax effects of the above adjustments.

Note 3. Fair Value of Financial Instruments

The company has been evaluating the carrying value of CMP Group's $90 million investment in NEON Communications, Inc. because there has been a significant decline in the market value of NEON common shares over the past twelve months. That decline is consistent with the market performance of telecommunications businesses as a whole. During the third quarter of 2001, the company determined that the decline in NEON's market value was other than temporary and wrote down the cost basis of the investment in NEON Communications to $12 million. The write-down, which totaled $46 million after taxes, or 39 cents per share, is reflected in the company's earnings for the third quarter of 2001.

Note 4. Trust Preferred Securities

In July 2001 Energy East Capital Trust I, a Delaware business trust subsidiary of the company, issued $345 million of company-obligated mandatorily redeemable 81/4% Capital Securities. The trust is a 100% owned finance subsidiary of the company. The assets of the trust consist solely of the company's 81/4% junior subordinated debt securities maturing on July 31, 2031. The company has fully and unconditionally guaranteed the trust's payment obligations with respect to the Capital Securities.

Note 5. Segment Information

Energy East's electric delivery business consists of its regulated transmission, distribution and generation operations in New York and Maine; and its natural gas delivery business consists of its regulated transportation, storage and distribution operations in New York, Connecticut, Maine and Massachusetts. Other includes: the company's corporate assets, interest costs and operating expenses; intersegment eliminations; and non-utility businesses.

CMP's electric delivery business consists of its transmission and distribution operations. CMP operates in the State of Maine. Other includes CMP's corporate assets.

NYSEG's electric delivery business consists of its transmission, distribution and generation operations; and its natural gas segment consists of its transportation, storage and distribution operations. NYSEG operates in the State of New York. Other includes NYSEG's corporate assets.

Selected financial information for Energy East's, CMP's and NYSEG's business segments is presented in the following table.

|                                                                                          | ElectricDelivery                          | Natural GasDelivery                 | Other                       | Total                                    
|----------------------------------------------------------------------------------------- | ----------------------------------------- | ----------------------------------- | --------------------------- | -----------------------------------------
|                                                                                          |                                           | (Thousands)                         |                            
|Three Months Ended                                                                        |                                           |                                     |                             |                                          
|Sep. 30, 2001                                                                             |                                           |                                     |                             |                                          
|Operating Revenues
   Energy East
   CMP
   NYSEG                                         | $623,997 
$200,229 
$423,676              | $113,356 
-      
$36,318           | $61,495 
-      
-          | $798,848 
$200,229 
$459,994             
|Net Income (Loss)
   Energy East
   CMP
   NYSEG                                          | $45,381 
$11,275 
$39,213                 | $(18,005)
-      
$(7,106)          | $(48,433)
-      
-         | $(21,057)
$11,275 
$32,107               
|Sep. 30, 2000                                                                             |                                           |                                     |                             |                                          
|Operating Revenues
   Energy East
   CMP (From acquisition)
   CMP (Predecessor)
   NYSEG | $519,866 
$64,920 
$155,121 
$457,149     | $90,832 
-      
-      
$41,457    | $40,448 
-      
-      
-  | $651,146 
$64,920 
$155,121 
$498,606    
|Net Income (Loss)
   Energy East
   CMP (From acquisition)
   CMP (Predecessor)
   NYSEG  | $60,021 
$4,306 
$1,653 
$55,804          | $(19,725)
-      
-      
$(13,428) | $(6,947)
-      
-      
-  | $33,349 
$4,306 
$1,653 
$42,376         
|Nine Months Ended                                                                         |                                           |                                     |                             |                                          
|Sep. 30, 2001                                                                             |                                           |                                     |                             |                                          
|Operating Revenues
   Energy East
   CMP
   NYSEG                                         | $1,904,785 
$622,861 
$1,281,658          | $808,179 
-      
$259,337          | $206,033 
-      
-         | $2,918,997 
$622,861 
1,540,995          
|Net Income (Loss)
   Energy East
   CMP
   NYSEG                                          | $168,720 
$37,295 
$148,920               | $8,292 
-      
$(3,997)            | $(55,894)
-      
-         | $121,118 
$37,295 
$144,923              
|Sep. 30, 2000                                                                             |                                           |                                     |                             |                                          
|Operating Revenues
   Energy East
   CMP (From acquisition)
   CMP (Predecessor)
   NYSEG | $1,390,501 
$64,920 
$613,475 
$1,327,785 | $407,175 
-      
-      
$241,828  | $109,815 
-      
-      
- | $1,907,491 
$64,920 
$613,475 
$1,569,613
|Net Income (Loss)
   Energy East
   CMP (From acquisition)
   CMP (Predecessor)
   NYSEG  | $179,092 
$4,306 
$29,878 
$175,039       | $6,010 
-      
-      
$5,493      | $(1,955)
-      
-      
-  | $183,147 
$4,306 
$29,878 
$180,532      



|                                                 | ElectricDelivery                   | Natural GasDelivery          | Other                      | Total                             
|------------------------------------------------ | ---------------------------------- | ---------------------------- | -------------------------- | ----------------------------------
|                                                 |                                    | (Thousands)                  |                           
|Total Assets                                     |                                    |                              |                            |                                   
|Sep. 30, 2001
   Energy East
   CMP
   NYSEG     | $4,210,317 
$1,886,380 
$2,181,132 | $2,455,506 
-      
$676,035 | $444,509 
$9,234 
$166,302 | $7,110,332 
$1,895,614 
$3,023,469
|December 31, 2000
   Energy East
   CMP
   NYSEG | $4,212,623 
$1,919,630 
$2,116,933 | $2,406,848 
-      
$639,684 | $394,257 
$9,167 
$196,368 | $7,013,728 
$1,928,797 
$2,952,985

Note 6. Reclassifications

Certain amounts have been reclassified on the unaudited financial statements to conform with the 2001 presentation.



Forward-looking StatementsThis Form 10-Q contains certain forward-looking statements that are based upon management's current expectations and information that is currently available. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements in certain circumstances. Whenever used in this report, the words "estimate," "expect," "believe," 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 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 industry; the companies' ability to compete in the rapidly changing and increasingly competitive electricity and natural gas utility markets; regulatory uncertainty in a politically-charged environment of rising energy prices; the operation of the New York Independent System Operator (NYISO) and ISO New England, Inc.; the operation of a regional transmission organization; the ability to control non-utility generator and other costs; changes in fuel supply or cost and the success of strategies to satisfy power requirements now that all of the company's coal-fired generation assets have been sold; 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 CNE, CMP Group, CTG Resources, Berkshire Energy and RGS Energy with its operations; market risk; the ability to obtain adequate and timely rate relief; 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; and other considerations 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.



Item 3.  Quantitative and Qualitative Disclosures About Market Risk (See reports on Form 10-K for Energy East, CMP and NYSEG for fiscal year ended December 31, 2000, Item 7A- Quantitative and Qualitative Disclosures About Market Risk.)

Interest Rate Risk: Additional financing needed to complete the RGS Energy merger, estimated at $400 million, is expected to be issued in the first quarter of 2002. Through financial instruments entered into in August 2001, the company has locked in the treasury rate component of that financing at an average rate of 5.05%.

In July 2001 the company entered into a fixed-to-floating interest rate swap on an 8.05% bond due November 2010. The company will receive a semi-annual fixed rate of 8.05% and will pay a rate based on the six month London Interbank Offered Rate plus 1.875%, on a notional amount of $200 million through November 2010.

Based on current interest rates, the company believes that the market risk for the above arrangements is not material.

Commodity Price Risk: The company's natural gas supply alliance with BP Energy provides the company with additional tools and expertise in natural gas price risk management. (See the company's Form 10-Q for the quarter ended June 30, 2001, Item 2(a) Liquidity and Capital Resources - Natural Gas Delivery Business - Natural Gas Supply Alliance.)

NYSEG has hedged approximately 93% of its expected residential natural gas load through April 2002 with gas in storage, futures and option contracts. For its remaining unhedged positions through April 2002, a $1.00 per dekatherm change in the cost of natural gas changes natural gas costs by about $1.6 million.

NYSEG uses electricity contracts and contracts for differences (CFDs) to manage against fluctuations in the cost of electricity. Those contracts allow NYSEG to fix margins on the majority of its retail electricity sales. The cost or benefit of those contracts is included in the amount expensed for electricity purchased when the electricity is sold. NYSEG has CFDs, generation and other electricity contracts, which provide for 97% of its expected electric energy requirements for the remainder of 2001, 93% for 2002 and 67% for 2003.

NYSEG is also exposed to price fluctuations in the price of electricity. In situations where the electricity contracts do not cover requirements, NYSEG must buy electricity in the market. Conversely, when NYSEG has contracts for more electricity than its requirements, it must sell the excess in the market. NYSEG uses a cash flow at risk (CFAR) calculation to measure price risk for electricity. At October 31, 2001, the CFAR for electricity requirements was approximately $9 million for the next 12-month period. The CFAR indicates the amount by which the fair value of NYSEG's net position could vary from its current level over a 12-month period, with a 97.5% certainty, assuming all unhedged positions during that period are filled in the market.



PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits - See Exhibit Index.

(b)  Reports on Form 8-K

No reports on Form 8-K were filed during the quarter.



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.





|                        | ENERGY EAST CORPORATION
                  (Registrant)                                                                      
|----------------------- | ----------------------------------------------------------------------------------------------------------------------------
|Date:  November 5, 2001 | By /s/Robert E. Rude           Robert E. Rude
           Vice President and Controller
           (Chief Accounting Officer)





|                        | CENTRAL MAINE POWER COMPANY
                  (Registrant)                                              
|----------------------- | --------------------------------------------------------------------------------------------------------
|Date:  November 5, 2001 | By /s/Curtis I. Call           Curtis I. Call
           Treasurer
           (Chief Accounting Officer)





|                        | NEW YORK STATE ELECTRIC & GAS CORPORATION
                  (Registrant)                                                                                                   
|----------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Date:  November 5, 2001 | By /s/Sherwood J. Rafferty           Sherwood J. Rafferty
           Senior Vice President and 
           Chief Financial Officer
           (Principal Financial Officer)



EXHIBIT INDEX

The following exhibits are delivered with this report:

|Registrant                                  | Exhibit No. | Description of Exhibit                                                                                                                                                                                                                              
|------------------------------------------- | ----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Energy East Corporation                     | 4-4         | Subordinated Indenture between the Company and The Chase Manhattan Bank, as Trustee, dated as of July 24, 2001.                                                                                                                                     
|Energy East Corporation                     | 4-5         | First Supplemental Indenture between the Company and The Chase Manhattan Bank, as Trustee, dated as of July 24, 2001, related to the Subordinated Indenture between the Company and The Chase Manhattan Bank, as Trustee, dated as of July 24, 2001.
|Energy East Corporation                     | (A) 10-31   | First Amendment dated as of August 1, 2001, to Employment Agreement dated as May 19, 2000, for W. W. von Schack.                                                                                                                                    
|Energy East Corporation                     | (A) 10-32   | First Amendment dated as of August 1, 2001, to Employment Agreement dated as May 19, 2000, for 
K. M. Jasinski.                                                                                                                                     
|Energy East Corporation                     | (A) 10-33   | Supplemental Executive Retirement Plan.                                                                                                                                                                                                             
|Energy East Corporation                     | (A) 10-34   | Energy East Management Corporation Supplemental Executive Retirement Plan.                                                                                                                                                                          
|New York State Electric & Gas   Corporation | (A) 10-31   | Supplemental Executive Retirement Plan, amended and restated effective August 1, 2001.                                                                                                                                                              

_________________________________
(A) Management contract or compensatory plan or arrangement.