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  June 30, 2002

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                     
|1-672                 | Rochester Gas and Electric Corporation(A New York Corporation)
89 East Avenue
Rochester, New York 14649
(585) 546-2700      | 16-0612110                     

Indicate by check mark whether each registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes X   No

As of July 31, 2002, shares of common stock outstanding for each registrant were:

|Registrant                                | Description                   | Shares        
|----------------------------------------- | ----------------------------- | --------------
|Energy East Corporation                   | Par value $.01 per share      | 144,513,608   
|Central Maine Power Company               | Par value $5 per share        | 31,211,471 (1)
|New York State Electric & Gas Corporation | Par value $6.66 2/3 per share | 64,508,477 (2)
|Rochester Gas and Electric Corporation    | Par value $5 per share        | 34,506,513 (2)

(1)

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

|Item | TABLE OF CONTENTS                                                                                                                                                                                                                                                                                                                                                                                      | Page                
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------
|     | 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
12      
|     | 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 | 15
16
18
19
19
20
21
|     | 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                                                    | 23
24
26
27
27
28
29
|     | Rochester Gas and Electric Corporation
  Statements of Income 
  Balance Sheets
  Statements of Cash Flows
  Statements of Retained Earnings
  Management's Discussion and Analysis of Financial Condition 
    and Results of Operations
  (a) Liquidity and Capital Resources
  (b) Results of Operations                                                                                            | 31
32
34
35
36
37   
|     | Notes to Financial Statements
Forward-looking Statements                                                                                                                                                                                                                                                                                                                                               | 39
48               



|Item          | TABLE OF CONTENTS - continued                                         | Page 
|------------- | --------------------------------------------------------------------- | -----
|3             | Quantitative and Qualitative Disclosures About Market Risk            | 49   
|              | PART II - OTHER INFORMATION                                           |      
|4             | Submission of Matters to a Vote of Security Holders                   | 50   
|6             | Exhibits and Reports on Form 8-K
(a) Exhibits
(b) Reports on Form 8-K | 50
50
|Signatures    | 51                                                                   
|Exhibit Index | 52                                                                   



PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Energy East Corporation
Consolidated Statements of Income - (Unaudited)

|                                                       | Three Months | Six Months
|------------------------------------------------------ | ------------ | ----------
|Periods Ended June 30                                  | 2002         | 2001      
|(Thousands, except per share amounts)                  |              |           
|Operating Revenues                                     |              |           
|Sales and services                                     | $714,874     | $849,010  
|Operating Expenses                                     |              |           
|Electricity purchased and fuel 
    used in generation | 284,778      | 339,469   
|Natural gas purchased                                  | 87,942       | 144,688   
|Other operating expenses                               | 139,451      | 145,050   
|Maintenance                                            | 31,097       | 32,441    
|Depreciation and amortization                          | 47,670       | 51,173    
|Other taxes                                            | 42,460       | 46,028    
|Total Operating Expenses                               | 633,398      | 758,849   
|Operating Income                                       | 81,476       | 90,161    
|Writedown of Investment                                | 2,094        | -         
|Other (Income)                                         | (6,107)      | (11,228)  
|Other Deductions                                       | 19,582       | 906       
|Interest Charges, Net                                  | 51,726       | 56,629    
|Preferred Stock Dividends of Subsidiaries              | 7,670        | 477       
|Income Before Income Taxes                             | 6,511        | 43,377    
|Income Taxes                                           | 1,188        | 16,803    
|Net Income                                             | $5,323       | $26,574   
|Earnings Per Share, basic and diluted                  | $.05         | $.23      
|Dividends Paid Per Share                               | $.24         | $.23      
|Average Common Shares Outstanding                      | 117,820      | 116,399   





Energy East Corporation
Consolidated Balance Sheets - (Unaudited)

|                                              | June 30,
2002 | Dec. 31,
2001
|--------------------------------------------- | ------------- | -------------
|(Thousands)                                   |               |              
|Assets                                        |               |              
|Current Assets                                |               |              
|Cash and cash equivalents                     | $935,990      | $437,014     
|Special deposits                              | 6,607         | 1,555        
|Accounts receivable, net                      | 606,814       | 563,796      
|Note receivable                               | 627           | 12,126       
|Fuel, at average cost                         | 94,870        | 92,234       
|Materials and supplies, at average cost       | 29,156        | 21,466       
|Accumulated deferred income tax benefits, net | 9,285         | 4,170        
|Prepayments and other current assets          | 75,127        | 42,475       
|Total Current Assets                          | 1,758,476     | 1,174,836    
|Utility Plant, at Original Cost               |               |              
|Electric                                      | 5,748,785     | 3,874,972    
|Natural gas                                   | 2,300,862     | 1,771,636    
|Common                                        | 342,898       | 213,362      
|                                              | 8,392,545     | 5,859,970    
|Less accumulated depreciation                 | 3,786,029     | 2,270,516    
|Net Utility Plant in Service                  | 4,606,516     | 3,589,454    
|Construction work in progress                 | 187,797       | 36,978       
|Total Utility Plant                           | 4,794,313     | 3,626,432    
|Other Property and Investments, Net           | 458,307       | 216,556      
|Regulatory and Other Assets                   |               |              
|Regulatory assets                             |               |              
|Nuclear plant costs                           | 501,604       | 199,797      
|Unfunded future income taxes                  | 220,058       | 164,657      
|Unamortized loss on debt reacquisitions       | 43,842        | 53,965       
|Demand-side management program costs          | 10,799        | 18,137       
|Environmental remediation costs               | 90,338        | 85,835       
|Other                                         | 461,491       | 248,738      
|Total regulatory assets                       | 1,328,132     | 771,129      
|Other assets                                  |               |              
|Goodwill, net                                 | 1,531,576     | 897,807      
|Prepaid pension benefits                      | 558,513       | 435,901      
|Other                                         | 173,516       | 146,571      
|Total other assets                            | 2,263,605     | 1,480,279    
|Total Regulatory and Other Assets             | 3,591,737     | 2,251,408    
|Total Assets                                  | $10,602,833   | $7,269,232   





Energy East Corporation
Consolidated Balance Sheets - (Unaudited)

|                                                                                                                                                                                                                                                                                      | June 30,
2002           | Dec. 31,
2001     
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------- | ------------------
|(Thousands)                                                                                                                                                                                                                                                                           |                         |                   
|Liabilities                                                                                                                                                                                                                                                                           |                         |                   
|Current Liabilities                                                                                                                                                                                                                                                                   |                         |                   
|Current portion of long-term debt                                                                                                                                                                                                                                                     | $196,822                | $225,678          
|Notes payable                                                                                                                                                                                                                                                                         | 54,699                  | 173,383           
|Accounts payable and accrued liabilities                                                                                                                                                                                                                                              | 286,990                 | 224,150           
|Interest accrued                                                                                                                                                                                                                                                                      | 44,926                  | 36,183            
|Taxes accrued                                                                                                                                                                                                                                                                         | 87,541                  | 7,020             
|Other                                                                                                                                                                                                                                                                                 | 931,617                 | 142,926           
|Total Current Liabilities                                                                                                                                                                                                                                                             | 1,602,595               | 809,340           
|Regulatory and Other Liabilities                                                                                                                                                                                                                                                      |                         |                   
|Regulatory liabilities                                                                                                                                                                                                                                                                |                         |                   
|Deferred income taxes                                                                                                                                                                                                                                                                 | 179,082                 | 157,196           
|Gain on sale of generation assets                                                                                                                                                                                                                                                     | 170,952                 | 251,254           
|Pension benefits                                                                                                                                                                                                                                                                      | 117,861                 | 52,642            
|Other                                                                                                                                                                                                                                                                                 | 94,570                  | 68,879            
|Total regulatory liabilities                                                                                                                                                                                                                                                          | 562,465                 | 529,971           
|Other liabilities                                                                                                                                                                                                                                                                     |                         |                   
|Deferred income taxes                                                                                                                                                                                                                                                                 | 725,985                 | 461,600           
|Nuclear plant obligations                                                                                                                                                                                                                                                             | 276,819                 | 199,797           
|Other postretirement benefits                                                                                                                                                                                                                                                         | 383,600                 | 282,791           
|Environmental remediation costs                                                                                                                                                                                                                                                       | 119,343                 | 102,930           
|Other                                                                                                                                                                                                                                                                                 | 313,039                 | 241,975           
|Total other liabilities                                                                                                                                                                                                                                                               | 1,818,786               | 1,289,093         
|Total Regulatory and Other Liabilities                                                                                                                                                                                                                                                | 2,381,251               | 1,819,064         
|Long-term debt                                                                                                                                                                                                                                                                        | 3,691,362               | 2,471,278         
|Total Liabilities                                                                                                                                                                                                                                                                     | 7,675,208               | 5,099,682         
|Commitments                                                                                                                                                                                                                                                                           | -                       | -                 
|Preferred Stock of Subsidiaries Company-obligated mandatorily redeemable trust preferred 
   securities of subsidiary holding solely parent debentures
 Preferred stock redeemable solely at the option of subsidiaries
 Preferred Stock subject to mandatory redemption requirements | 345,000 
90,464 
25,000 | 345,000 
43,373 
-
|Common Stock Equity
 Common stock                                                                                                                                                                                                                                                     | 1,456                   | 1,182             
|Capital in excess of par value                                                                                                                                                                                                                                                        | 1,451,267               | 842,989           
|Retained earnings                                                                                                                                                                                                                                                                     | 1,053,142               | 998,281           
|Accumulated other comprehensive income (loss)                                                                                                                                                                                                                                         | (9,390)                 | (22,335)          
|Treasury stock, at cost                                                                                                                                                                                                                                                               | (29,314)                | (38,940)          
|Total Common Stock Equity                                                                                                                                                                                                                                                             | 2,467,161               | 1,781,177         
|Total Liabilities and Stockholders' Equity                                                                                                                                                                                                                                            | $10,602,833             | $7,269,232        





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

|Six Months Ended June 30                                                                          | 2002      | 2001     
|------------------------------------------------------------------------------------------------- | --------- | ---------
|(Thousands)                                                                                       |           |          
|Operating Activities                                                                              |           |          
|Net income                                                                                        | $110,893  | $142,175 
|Adjustments to reconcile net income to net cash
  provided by operating activities                |           |          
|Depreciation and amortization                                                                     | 93,813    | 102,513  
|Income taxes and investment tax credits deferred, net                                             | 6,254     | 4,599    
|Pension income                                                                                    | (33,525)  | (35,519) 
|Writedown of investment                                                                           | 12,209    | -        
|Changes in current operating assets and liabilities                                               |           |          
|Accounts receivable                                                                               | 99,796    | 124,705  
|Inventory                                                                                         | 21,730    | (1,416)  
|Prepayments and other current assets                                                              | 10,347    | 23,654   
|Accounts payable and accrued liabilities                                                          | (33,675)  | (104,822)
|Interest accrued                                                                                  | (2,527)   | 608      
|Taxes accrued                                                                                     | 62,006    | 17,064   
|Other current liabilities                                                                         | (22,951)  | (77,349) 
|Other assets                                                                                      | 71,216    | 7,612    
|Other liabilities                                                                                 | (26,160)  | (6,730)  
|Net Cash Provided by Operating Activities                                                         | 369,426   | 197,094  
|Investing Activities                                                                              |           |          
|Cash acquired in acquisition                                                                      | 72,085    | -        
|Utility plant additions                                                                           | (73,664)  | (76,101) 
|Contributions in aid of construction                                                              | 1,401     | 924      
|Note receivable, sale of generation assets                                                        | 59,442    | -        
|Proceeds from sale of utility plant                                                               | 5,402     | 335      
|Other property and investment sources                                                             | 7,690     | 10,461   
|Other property and investment uses                                                                | (8,458)   | (31,045) 
|Special deposits                                                                                  | (5,044)   | 21,016   
|Net Cash Provided by (Used in) Investing Activities                                               | 58,854    | (74,410) 
|Financing Activities                                                                              |           |          
|Issuance of common stock                                                                          | 7,705     | -        
|Repurchase of common stock                                                                        | (1,749)   | (24,117) 
|Repayments of first mortgage bonds and preferred
   stock of subsidiaries, including net premiums | (177,908) | (965)    
|Long-term note issuances                                                                          | 475,000   | 35,000   
|Long-term note retirements                                                                        | (57,637)  | (4,179)  
|Notes payable - three months or less, net                                                         | (108,683) | (33,300) 
|Notes payable issuances                                                                           | -         | 17,725   
|Notes payable repayments                                                                          | (10,000)  | (43,643) 
|Dividends on common stock                                                                         | (56,032)  | (53,780) 
|Net Cash Provided by (Used in) Financing Activities                                               | 70,696    | (107,259)
|Net Increase in Cash and Cash Equivalents                                                         | 498,976   | 15,425   
|Cash and Cash Equivalents, Beginning of Period                                                    | 437,014   | 143,626  
|Cash and Cash Equivalents, End of Period                                                          | $935,990  | $159,051 





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

|Six Months Ended June 30         | 2002       | 2001      
|-------------------------------- | ---------- | ----------
|(Thousands)                      |            |           
|Balance, Beginning of Period     | $998,281   | $918,016  
|                                 |            |           
|Add net income                   | 110,893    | 142,175   
|                                 |            |           
|Deduct dividends on common stock | 56,032     | 53,780    
|                                 |            |           
|Balance, End of Period           | $1,053,142 | $1,006,411





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

|                                                                                                                                                                | Three Months | Six Months
|--------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------ | ----------
|Periods Ended June 30                                                                                                                                           | 2002         | 2001      
|(Thousands)                                                                                                                                                     |              |           
|Net income                                                                                                                                                      | $5,323       | $26,574   
|Other comprehensive income (loss), net of tax                                                                                                                   |              |           
|Foreign currency translation adjustment                                                                                                                         | -            | 86        
|Net unrealized (loss) gain on investments                                                                                                                       | (2,147)      | 5,798     
|Reclassification adjustment for losses included
    in net income                                                                                               | 1,222        | -         
|Minimum pension liability adjustment                                                                                                                            | -            | 50        
|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) gains on derivatives qualified 
      as hedges                                                                                             | (16,889)     | (51,733)  
|Reclassification adjustment for losses (gains) 
      included in net income                                                                                    | 574          | (2,933)   
|Net unrealized (losses) gains on derivatives qualified as hedges                                                                                                | (16,315)     | (54,666)  
|Total other comprehensive income (loss)                                                                                                                         | (17,240)     | (48,732)  
|Comprehensive Income (Loss)                                                                                                                                     | $(11,917)    | $(22,158) 





Item 2.

Energy East Corporation

(a) Liquidity and Capital Resources

Energy East Corporation and RGS Energy Merger

On June 28, 2002, Energy East Corporation (Energy East or the company) completed its merger with RGS Energy Group, Inc. The transaction had an equity market value of approximately $1.4 billion. Under the merger agreement 45% of the common stock of RGS Energy (15.6 million shares) was converted into 27.5 million shares of Energy East common stock, and 55% of the common stock of RGS Energy was exchanged for $753 million in cash, which was $39.50 per RGS Energy share. Energy East assumed approximately $932 million of RGS Energy long-term debt. The RGS Energy acquisition was accounted for using the purchase method. Energy East's consolidated balance sheet includes RGS Energy's consolidated balance sheet at June 30, 2002, and Energy East's consolidated statement of income will include RGS Energy's results of operations beginning with July 2002. (See Item 1 - Note 2 to Energy East's Consolidated Financial Statements.)

In connection with Energy East's merger with RGS Energy, New York State Electric & Gas Corporation (NYSEG) became a wholly-owned subsidiary of RGS Energy.

Electric Delivery Business

Sale of CMP Interest in 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 operating license for the plant expires. The sale received all required regulatory approvals and was completed on July 31, 2002. Any benefits realized from this transaction will reduce customers' future obligations for stranded costs.

CMP no longer owns any generating assets other than power entitlements under long-term contracts from nonutility generators (NUGs) and Vermont Yankee and its ownership interests in three nuclear facilities that have been shut down. CMP's retail electricity prices are set to provide recovery of the costs associated with these ongoing obligations. CMP's revenues and purchased power costs will fluctuate as its status as a standard-offer provider changes. There is no effect on net income, however, because CMP is ensured cost recovery for its standard-offer obligations through Maine Law. (See Item 2(b) - Operating Results for the Electric Delivery Business.)

Regional Transmission Organization: In July 2001 the Federal Energy Regulatory Commission (FERC) issued an order requiring the New York Independent System Operator (NYISO) and neighboring New England and Mid-Atlantic independent system operators (ISOs) to negotiate to form a single Northeast Regional Transmission Organization (RTO). RTOs are similar to ISOs, but have more authority and cover broader geographic regions. 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

Management's discussion and analysis of financial condition and results of operations

Energy East Corporation

submitted to the FERC. The New England ISO and the NYISO entered into an agreement to consider forming a RTO, and PJM Interconnection, L.L.C. (PJM) entered into an agreement to form common market systems with the Midwest ISO. A FERC decision on the Northeast RTO is expected later this year.

NYSEG, CMP and Rochester Gas and Electric Corporation (RG&E) have consistently advocated the formation of a Northeast/Mid-Atlantic RTO, including PJM, or functionally combined markets throughout the Northeast because they believe that a larger wholesale power market is essential to facilitate greater liquidity and competition. A Northeast RTO may include one or more independent transmission companies which would be owned by participating transmission owners. The transmission companies would share RTO responsibilities with an independent market administrator and would focus on transmission investment opportunities, instead of energy, capacity and other generation-based markets.

In October 2001 FERC commenced a proceeding to consider national standard market design issues and on July 31, 2002, issued a Notice of Proposed Rulemaking (the SMD NOPR). The SMD NOPR proposes rules that would require, among other things, changes in the wholesale power markets, transmission planning services and charges, market power monitoring and mitigation, and the organization and structure of ISOs. Comments on the SMD NOPR are due in October 2002, and FERC is expected to issue a final rule this winter. The company is analyzing the SMD NOPR and plans to file comments. The proposals in the SMD NOPR include the adoption of an energy market based on locational marginal pricing (LMP), which represents a very significant change for some regions of the country. The NYISO already operates a market based on LMP, and ISO-New England is in the process of developing and implementing an LMP system. The company is unable to predict the ultimate effect, if any, of the expected RTO order and the SMD rulemaking on wholesale power markets and the company's transmission system.

Transmission Planning and Expansion: In June and July 2001 FERC issued orders that addressed a number of transmission planning and expansion issues that would directly affect CMP, NYSEG and RG&E as transmission owners. The FERC orders discussed giving exclusive responsibility for the transmission planning process to a Northeast RTO, rather than the transmission owners. The orders also discussed redefining the cost-sharing responsibilities of interconnecting generators for transmission expansion costs. On April 24, 2002, FERC issued a NOPR regarding generation interconnection terms, conditions and cost allocation. FERC is expected to issue a final rule later in 2002. The company is unable to predict the ultimate effect, if any, of the expected rulemaking on its transmission system.

Electric Transmission Rates: Rates charged for the use of the company's transmission system are subject to FERC approval. NYSEG filed a transmission rate case with the FERC in March 1997. Effective November 1997 NYSEG began charging its filed rate, which was accepted by the FERC subject to refund based on a FERC final order. In August 2000 the FERC issued an order in NYSEG's transmission rate case that increased NYSEG's transmission rates. The new rates, however, were lower than the rates in NYSEG's filed rate case, which it began collecting in November 1997 subject to refund. Therefore, NYSEG refunded $14 million, which included interest, to customers. In September 2000, NYSEG filed a petition for rehearing with the FERC that states why FERC inappropriately excluded certain expenses from its calculation. On July 2,



Management's discussion and analysis of financial condition and results of operations

Energy East Corporation

2002, the FERC issued an order denying NYSEG's request for rehearing.  NYSEG filed in August 2002 a motion that it does not have to remove certain additional costs from its transmission revenue requirement for certain grandfathered pre-NYISO agreements. NYSEG is currently evaluating the order and any further refunds that may be required. Any additional refunds to customers would not be material to NYSEG's or the company's results of operations.

On June 28, 2002, CMP made its required annual informational filing with FERC updating its local transmission formula rates. Rates pursuant to this filing became effective June 1, 2002, and reflect actual cost and revenues from the 2001 calendar year. CMP's annual transmission revenue requirement increased by $ 0.6 million reflecting increased costs associated with transmission constraints during periods of high demand.

CMP Alternative Rate Plan: In September 2000 the MPUC approved CMP's Alternative Rate Plan (ARP 2000). ARP 2000 applies only to CMP's state jurisdictional distribution revenue requirement and excludes revenue requirements related to stranded costs and transmission services. Recovery of stranded costs, primarily over-market NUG contracts, has been provided for under Maine's Restructuring Law. ARP 2000 began January 1, 2001, and continues through December 31, 2007, with price changes, if any, occurring on July 1, in the years 2002 through 2007.

On June 25, 2002, the MPUC approved a Stipulation allowing CMP's distribution prices to change effective beginning July 1, 2002. As a result, distribution rates for customers not subject to special contracts will decrease by 4.84%. The reduction reflects a decrease of 3.03% in distribution rates resulting from expiring amortizations and the application of a price cap mechanism, and an additional one-time decrease of 1.81% reflecting over-collections of certain costs, such as demand-side management, and insurance proceeds related to environmental remediation.

NYPSC-mandated Contracts with Customers: In March and April 2002 the New York State Public Service Commission (NYPSC) issued orders directing NYSEG to enter into long-term electric service contracts with two large industrial customers that contain unduly low and preferential rates. In April 2002 NYSEG petitioned for rehearing of these orders on the basis that each order, and each underlying contract, violates law, NYSEG's tariffs and NYPSC guidelines. In May 2002 the NYPSC denied NYSEG's petitions for rehearing. On July 24, 2002, NYSEG filed a petition with the New York State Supreme Court, Albany County, asking the court to overturn the NYPSC's orders directing NYSEG to enter into the long-term electric service contracts because the rates and the terms of those mandated contracts are unduly preferential and violate the law, NYSEG's tariffs and the NYPSC's guidelines. The proceeding is scheduled for argument before the court on September 13, 2002.

Lost revenues associated with these long-term electric service contracts are recovered through the asset sale gain account created by NYSEG's sale in 2001 of its interest in the Nine Mile Point 2 nuclear generating station (NMP2) and do not affect earnings. After giving effect to the amortization of the asset sale gain account to fund the first year of the electric rate reduction (See report on Form 10-K for Energy East and NYSEG for fiscal year ended December 31, 2001, Item 7 - Liquidity and Capital Resources, NYSEG Electric Rate Settlement), the remaining balance would be entirely consumed by discounts offered to these two large



Management's discussion and analysis of financial condition and results of operations

Energy East Corporation

industrial customers. NYSEG believes that the remaining balance should not be used for discounts provided to just two customers, but should be available to fund other economic development projects and for the recovery of uncontrollable costs.

RG&E 2002 Electric and Gas Rate Proposal: On February 15, 2002, RG&E filed a request with the NYPSC for new electric and natural gas rates to go into effect in January 2003. The filing included both a traditional single-year filing and a multi-year proposal. The single-year filing provides a basis to increase annual electric rates by $59 million, or 8.2%, and increase annual natural gas rates by about $19 million, or 6.6%. The multi-year proposal would freeze rates through the end of 2002 and set new unbundled rates for electric and natural gas delivery service in January 2003. This action did not result in a NYPSC order prior to June 30, 2002, the date through which RG&E's electric settlement applies. RG&E's current base rates for electric and natural gas service will likely remain in effect until a new order is issued by the NYPSC. RG&E, the Staff of the NYPSC and other parties have been engaged in settlement negotiations; but the outcome of such negotiations cannot be predicted. The proceedings are expected to be completed in March 2003. This extension is accompanied by a "make-whole" provision such that rates and any associated mechanisms would be adjusted to put RG&E and its customers in the same position they would have been had rates been allowed to go into effect as of January 14, 2003. (See RG&E's report on Form 10-K for the fiscal year ended December 31, 2001, Item 1, Regulatory Matters - 2002 Electric and Gas Rate Proposal.)

Ginna Relicensing: The Ginna Station operating license expires in 2009. On July 31, 2002 RG&E filed a license renewal application with the Nuclear Regulatory Commission (NRC), which, if approved, would extend the license through September 2029. An NRC decision on this matter is expected in 2005.

Natural Gas Delivery Business

RG&E Gas Supply Management Agreement: RG&E entered into a two-year supply portfolio management agreement, that began April 1, 2002, with Dynegy Marketing and Trade for Dynegy to assist RG&E in the cost-effective management of RG&E's firm contractual rights to natural gas supply, transportation and storage services. The agreement is designed to ensure that RG&E can reliably meet its customers' supply requirements while seeking to minimize the annual delivered cost of natural gas.

NYSEG Natural Gas Rate Filings: On October 19, 2001, NYSEG filed a natural gas rate case with the NYPSC. NYSEG proposed to unbundle delivery and gas supply charges, increase delivery rates by approximately $23 million, implement a gas adjustment clause, a weather normalization clause and a delivery adjustment clause, and continue the promotion of retail choice for all customers. The filing proposed to change the existing residential rate structure from fully bundled fixed sales service rates to fixed delivery rates and floating gas supply charges. Similarly, for nonresidential customers, delivery charges will be reset and fixed, while gas supply charges will float with market changes. NYSEG also proposed rate design changes by rate area and service class to more closely match NYSEG's cost to serve.



Management's discussion and analysis of financial condition and results of operations

Energy East Corporation

NYSEG's natural gas business is currently operating under a four-year rate plan that ends September 30, 2002. Its natural gas prices have been frozen for six years. The filed plan would continue NYSEG's natural gas rate freeze for residential sales customers and provide pricing options for nonresidential customers. The requested increases would 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 are proposed to become retroactively effective October 2002. The proceeding is expected to be completed by November 2002.

On October 29, 2001, NYSEG filed a petition with the NYPSC for authorization 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 was the result of sustained unanticipated high wholesale commodity costs. (See Item 3 - Quantitative and Qualitative Disclosures About Market Risk - Commodity Price Risk.) The petition also addressed the direction NYSEG received to refund to natural gas customers approximately $1 million beginning January 1, 2002, representing the alleged overcollection of state taxes during calendar year 2000.

On May 14, 2002, NYSEG filed with the NYPSC a Joint Proposal, which was endorsed by NYPSC Staff, large customer groups and numerous gas marketers, that proposed to freeze delivery rates from July 1, 2002, through December 31, 2008, and implement a gas supply charge to collect the actual cost of gas. The Joint Proposal would resolve issues related to NYSEG's petition to defer the difference in natural gas costs referred to above. On June 19, 2002, the NYPSC remanded the case without decision to the Administrative Law Judge and directed him to initiate a process that would enable the NYPSC to decide the case by November 15, 2002, on the basis of a revised negotiated proposal and/or a litigated record.

Berkshire Gas Rate Increase: On July 17, 2001, Berkshire Gas Company, an indirect wholly-owned operating subsidiary of Energy East, filed a petition with the Massachusetts Department of Telecommunications and Energy (DTE) for a rate increase that would add about $5 million, or 9%, to Berkshire Gas' total annual revenues. On January 31, 2002, the DTE approved a rate increase of $2.3 million, or 4.5%, on total annual revenues. The DTE's approval included Berkshire's proposal for a 10-year incentive-based rate plan with a mid-period review after five years. After the initial rate increase, rates will be frozen until September 2004, at which time rates will be adjusted annually based on inflation less a 1% consumer dividend. The DTE also approved Berkshire's proposed rate design based on seasonal rates for residential and small commercial and industrial customers that are the same in the winter and summer. Berkshire's proposal for service quality enhancements will be addressed in another proceeding. The new rates became effective February 1, 2002. On February 20, 2002, Berkshire filed a motion for clarification and recalculation of certain items in the DTE's final decision. On May 8, 2002 the DTE issued an order on the motion for clarification and recalculation, which resulted in virtually no change to the approved rates of January 31, 2002.



Management's discussion and analysis of financial condition and results of operations

Energy East Corporation

Other MattersStatement 145: The Financial Accounting Standards Board (FASB) issued in April 2002 Statement of Financial Accounting Standards No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrrections. Early application of the provisions of Statement 145 is encouraged and the company elected to do so in April 2002. The company now classifies the aggregate of gains and losses from the early extinguishment of debt as other income/deductions instead of as an extraordinary item on the income statement. The company will reclassify any such extraordinary items presented in prior periods. The remaining provisions of Statement 145 are not expected to have a material effect on the company's financial position or results of operations.

Statement 146: The FASB issued in June 2002 Statement No. 146, Accounting for Costs Associated with Exit or Disposal Activities. The provisions of Statement 146 will be effective for exit or disposal activities initiated after December 31, 2002. The company has not fully evaluated the effect that adopting Statement 146 will have on its results of operations or financial position.

Investing and Financing ActivitiesInvesting Activities: Capital spending for the six months ended June 30, 2002, excluding the RGS Energy merger transaction, was $74 million. Capital spending including RGS Energy capital spending beginning with July 2002 is projected to be $294 million for 2002, 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: During the six months ended June 30, 2002, the company repurchased 92,600 shares of its common stock, at an average price of $18.89 per share, and issued 372,790 shares, at an average price of $20.67 per share, through its Dividend Reinvestment and Stock Purchase Plan, substantially out of treasury stock.

The company and its subsidiaries have renewed credit agreements with certain banks that provide for borrowing up to $410 million as follows: $260 million for 364-day periods, which the company expects to renew annually, and $150 million for a three-year period.

In May 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, of which $5 million is currently available. The company used the majority of the net proceeds from this shelf registration to fund the cash portion of the consideration for the merger with RGS Energy. (See Energy East Corporation and RGS Energy Merger Agreement.) The company also used a portion of the proceeds for general corporate purposes, such as short-term debt reduction, repurchases of securities and to fund an equity contribution to NYSEG.

In June 2002, the company issued $400 million of 6.75% 10-year notes due June 2012 under the shelf registration statement mentioned above. The proceeds were used to help fund the RGS Energy merger. Through financial instruments entered into in August 2001, the company locked in the treasury rate component of this financing at an average rate of 5.05%.

Management's discussion and analysis of financial condition and results of operations

Energy East Corporation

In July 2002 the company entered into a fixed-to-floating interest rate swap on the company's 5.75% notes due November 2006. The company receives a fixed rate of 5.75% and will pay a rate based on the six month London Interbank Offered Rate plus 1.565%, on a notional amount of $250 million through November 2006.

In July 2002 the company terminated a fixed-to-floating interest rate swap on the company's 8.05% notes due November 2010. The company received $16 million, the value of the swap on the date of termination, and will amortize that gain over the remaining life of the notes.

CMP issued the following Series E Medium Term Notes (MTN), the proceeds of which were used to repay $50 million of maturing medium-term notes, as well as short-term debt and for general corporate purposes:

- On May 22, 2002, $37.5 million of 6.50% Series E MTNs due May 2009.
- On May 28, 2002, $37.5 million of 6.65% Series E MTNs due May 2012.

In May 2002 NYSEG redeemed, at a premium, $150 million of 8 7/8% Series first mortgage bonds due November 1, 2021, and redeemed, at par, the remaining $21.34 million of two 9 7/8% Series first mortgage bonds due 2020. The redemptions were financed with internally generated cash and the proceeds from the promissory note for the sale of NMP2 prepaid by Constellation Nuclear. (See the company's Form 10-Q for the quarter ended March 31, 2002, Item 2(a) Liquidity and Capital Resources - Electric Delivery Business - Sale of Nine Mile Point 2). NYSEG incurred a $10 million reduction to earnings in the second quarter of 2002 as a result of these redemptions, but will save over $16 million each year in interest costs. (See Other Matters, Statement 145, above.)

Additional financing needed by NYSEG to repay $150 million of maturing 6 3/4% Series first mortgage bonds is expected to be completed in October 2002. Through financial instruments issued in June 2002, NYSEG has locked in the treasury rate component of that financing at an average rate of 4.186%.

(b) Results of Operations

|Three months ended June 30(Thousands, except per share amounts) | 2002     | 2001     | Change
|--------------------------------------------------------------- | -------- | -------- | ------
|Operating Revenues                                              | $714,874 | $849,010 | (16%) 
|Operating Income                                                | $81,476  | $90,161  | (10%) 
|Net Income                                                      | $5,323   | $26,574  | (80%) 
|Average Common Shares Outstanding                               | 117,820  | 116,399  | 1%    
|Earnings Per Share, basic and diluted                           | $.05     | $.23     | (78%) 
|Dividends Paid Per Share                                        | $.24     | $.23     | 4%    

Earnings for the quarter ended June 30, 2002, were 14 cents per share compared to 23 cents per share for the prior year quarter, excluding a loss of eight cents per share from NYSEG's early retirement of debt and a writedown of CMP Group, Inc.'s investment in NEON Communications, Inc. that reduced earnings by one cent per share. (See Note 2 and Note 9 to the company's consolidated Financial Statements.) The decrease is primarily the result of: 17 cents per share due to an electric price reduction for NYSEG effective March 1, 2002, four cents per share due to fewer wholesale electric sales at lower market prices and three cents per share for additional preferred stock dividends. Those decreases were partially offset by increases of six cents per

Management's discussion and analysis of financial condition and results of operations

Energy East Corporation

share for lower prices of natural gas purchases, three cents per share for an increase in natural gas and electric deliveries (primarily residential and commercial) due to cold spring weather, and five cents per share for the elimination of goodwill amortization in 2002.

|Six months ended June 30(Thousands, except per share amounts) | 2002       | 2001       | Change
|------------------------------------------------------------- | ---------- | ---------- | ------
|Operating Revenues                                            | $1,743,452 | $2,120,148 | (18%) 
|Operating Income                                              | $320,346   | $352,689   | (9%)  
|Net Income                                                    | $110,893   | $142,175   | (22%) 
|Average Common Shares Outstanding                             | 117,273    | 116,890    | -     
|Earnings Per Share, basic and diluted                         | $.95       | $1.22      | (22%) 
|Dividends Paid Per Share                                      | $.48       | $.46       | 4%    

Earnings per share for the six months decreased 13 cents compared to the prior year period, excluding a loss of eight cents per share from NYSEG's early retirement of debt and the combined first and second quarter 2002 writedowns of CMP Group, Inc.'s investment in NEON Communications, Inc. that reduced earnings per share by six cents. (See Note 2 and Note 9 to the company's consolidated Financial Statements.) The decrease is primarily the result of: 19 cents per share due to an electric price reduction for NYSEG effective March 1, 2002, 11 cents per share due to fewer wholesale electric sales at lower market prices, six cents per share because of a reduction in electric and natural gas retail deliveries due to mild winter weather and seven cents per share for additional preferred stock dividends. Those decreases were partially offset by increases of 11 cents per share for lower costs of natural gas purchases, 11 cents per share for the elimination of goodwill amortization in 2002 and six cents per share because of decreases in other taxes.

Operating Results for the Electric Delivery Business

|Three months ended June 30(Thousands) | 2002     | 2001     | Change
|------------------------------------- | -------- | -------- | ------
|Retail Deliveries - Megawatt-hours    | 5,316    | 5,501    | (3%)  
|Operating Revenues                    | $504,364 | $592,781 | (15%) 
|Operating Expenses                    | $437,334 | $492,260 | (11%) 
|Operating Income                      | $67,030  | $100,521 | (33%) 

The $88 million decrease in operating revenues for the quarter is primarily the result of CMP not being the standard-offer provider for the supply of electricity effective in March 2002, which reduced revenues by $42 million; a price reduction for NYSEG, effective March 1, 2002, of $33 million; and lower wholesale revenues of $15 million primarily due to lower market prices for electricity.

Operating expenses decreased $55 million for the quarter primarily due to a $42 million decrease in electricity purchased because CMP is no longer the standard-offer provider for the supply of electricity, $12 million primarily due to fewer electricity purchases as a result of lower industrial sales and $2 million due to the elimination of goodwill amortization.

Management's discussion and analysis of financial condition and results of operations

Energy East Corporation

|Six months ended June 30(Thousands) | 2002       | 2001       | Change
|----------------------------------- | ---------- | ---------- | ------
|Retail Deliveries - Megawatt-hours  | 11,296     | 11,705     | (3%)  
|Operating Revenues                  | $1,135,404 | $1,280,787 | (11%) 
|Operating Expenses                  | $905,289   | $991,128   | (9%)  
|Operating Income                    | $230,115   | $289,659   | (21%) 

The $145 million decrease in operating revenues for the six months is primarily the result of CMP not being the standard-offer provider for the supply of electricity effective in March 2002, which reduced revenues by $69 million; a price reduction for NYSEG, effective March 1, 2002, of $37 million; and lower wholesale revenues of $32 million primarily due to lower market prices for electricity.

Operating expenses decreased $86 million for the six months primarily due to a $69 million decrease in electricity purchased because CMP is no longer the standard-offer provider for the supply of electricity, $18 million primarily due to fewer electricity purchases as a result of lower industrial sales and $4 million due to the elimination of goodwill amortization.

Operating Results for the Natural Gas Delivery Business

|Three months ended June 30(Thousands) | 2002     | 2001     | Change
|------------------------------------- | -------- | -------- | ------
|Retail Deliveries - Dekatherms        | 30,352   | 26,422   | 15%   
|Operating Revenues                    | $165,087 | $181,610 | (9%)  
|Operating Expenses                    | $149,124 | $184,875 | (19%) 
|Operating Income                      | $15,963  | $(3,265) | n/a   

The $17 million decrease in operating revenues for the three months is primarily the result of a $31 million decrease because of lower market prices of gas that are passed on to customers, partially offset by a $15 million increase for higher retail deliveries because of colder weather.

Operating expenses decreased $36 million for the quarter primarily due to a $42 million decrease in purchased gas costs caused by lower market prices and a $4 million decrease because of the elimination of goodwill, partially offset by increased purchases for higher retail deliveries of $11 million.

|Six months ended June 30(Thousands) | 2002     | 2001     | Change
|----------------------------------- | -------- | -------- | ------
|Retail Deliveries - Dekatherms      | 86,459   | 81,938   | 6%    
|Operating Revenues                  | $510,055 | $694,823 | (27%) 
|Operating Expenses                  | $413,402 | $615,735 | (33%) 
|Operating Income                    | $96,653  | $79,088  | 22%   

The $185 million decrease in operating revenues for the six months is primarily the result of a $128 million decrease because of lower market prices of gas that are passed on to customers, and decreased deliveries because of mild winter weather of $65 million.

Operating expenses decreased $202 million for the six months primarily due to a $155 million decrease in purchased gas costs caused by lower market prices, reduced purchases of gas due to lower deliveries of $35 million and an $8 million decrease because of the elimination of goodwill.



Item 1.  Financial Statements

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

|                                                       | Three Months | Six Months
|------------------------------------------------------ | ------------ | ----------
|Periods Ended June 30                                  | 2002         | 2001      
|(Thousands)                                            |              |           
|Operating Revenues                                     |              |           
|Sales and services                                     | $139,208     | $192,472  
|Operating Expenses                                     |              |           
|Electricity purchased and fuel 
    used in generation | 60,727       | 115,358   
|Other operating expenses                               | 43,029       | 43,361    
|Maintenance                                            | 9,644        | 9,233     
|Depreciation and amortization                          | 10,079       | 9,095     
|Other taxes                                            | 5,681        | 4,912     
|Total Operating Expenses                               | 129,160      | 181,959   
|Operating Income                                       | 10,048       | 10,513    
|Other (Income)                                         | (1,073)      | (2,291)   
|Other Deductions                                       | 372          | 487       
|Interest Charges, Net                                  | 6,857        | 6,565     
|Income Before Income Taxes                             | 3,892        | 5,752     
|Income Taxes (Benefit)                                 | (1,401)      | 1,977     
|Net Income                                             | 5,293        | 3,775     
|Preferred Stock Dividends                              | 361          | 361       
|Earnings Available for Common Stock                    | $4,932       | $3,414    





Central Maine Power Company
Consolidated Balance Sheets - (Unaudited)

|                                              | June 30,
2002 | Dec. 31,
2001
|--------------------------------------------- | ------------- | -------------
|(Thousands)                                   |               |              
|Assets                                        |               |              
|Current Assets                                |               |              
|Cash and cash equivalents                     | $10,100       | $20,777      
|Accounts receivable, net                      | 106,134       | 123,615      
|Materials and supplies, at average cost       | 8,718         | 9,018        
|Accumulated deferred income tax benefits, net | -             | 74           
|Prepayments and other current assets          | 4,863         | 10,439       
|Total Current Assets                          | 129,815       | 163,923      
|Utility Plant, at Original Cost               |               |              
|Electric                                      | 1,321,150     | 1,312,778    
|Less accumulated depreciation                 | 501,881       | 488,159      
|Net Utility Plant in Service                  | 819,269       | 824,619      
|Construction work in progress                 | 2,741         | 5,546        
|Total Utility Plant                           | 822,010       | 830,165      
|Other Property                                | 5,855         | 5,988        
|Investment in Associated Companies, at Equity | 29,760        | 29,868       
|Regulatory and Other Assets                   |               |              
|Regulatory assets                             |               |              
|Nuclear plant obligations                     | 174,955       | 199,797      
|Unfunded future income taxes                  | 94,156        | 90,471       
|Unamortized loss on debt reacquisitions       | 10,306        | 11,006       
|Demand-side management program costs          | 10,799        | 14,054       
|Environmental remediation costs               | 5,000         | 6,075        
|Other                                         | 80,548        | 139,987      
|Total regulatory assets                       | 375,764       | 461,390      
|Other assets                                  |               |              
|Goodwill, net                                 | 325,174       | 325,174      
|Prepaid pension benefits                      | 26,851        | 29,886       
|Other                                         | 16,681        | 19,406       
|Total other assets                            | 368,706       | 374,466      
|Total Regulatory and Other Assets             | 744,470       | 835,856      
|Total Assets                                  | $1,731,910    | $1,865,800   





Central Maine Power Company
Consolidated Balance Sheets - (Unaudited)

|                                              | June 30,
2002 | Dec. 31,
2001
|--------------------------------------------- | ------------- | -------------
|(Thousands)                                   |               |              
|Liabilities                                   |               |              
|Current Liabilities                           |               |              
|Current portion of long-term debt             | $13,069       | $52,959      
|Notes payable                                 | 16,500        | 46,500       
|Accounts payable and accrued liabilities      | 40,461        | 64,104       
|Interest accrued                              | 4,378         | 5,181        
|Taxes accrued                                 | 3,525         | -            
|Other                                         | 43,042        | 40,206       
|Total Current Liabilities                     | 120,975       | 208,950      
|Regulatory and Other Liabilities              |               |              
|Regulatory liabilities                        |               |              
|Deferred income taxes                         | 91,677        | 92,630       
|Gain on sale of generation assets             | 127,671       | 190,779      
|Pension benefits                              | 7,053         | 7,355        
|Other                                         | 7,866         | 21,840       
|Total regulatory liabilities                  | 234,267       | 312,604      
|Other liabilities                             |               |              
|Deferred income taxes                         | 30,665        | 17,385       
|Nuclear plant obligations                     | 174,955       | 199,797      
|Other postretirement benefits                 | 69,292        | 66,801       
|Environmental remediation costs               | 2,773         | 2,790        
|Other                                         | 101,017       | 119,575      
|Total other liabilities                       | 378,702       | 406,348      
|Total Regulatory and Other Liabilities        | 612,969       | 718,952      
|Long-term debt                                | 298,366       | 235,133      
|Total Liabilities                             | 1,032,310     | 1,163,035    
|Commitments                                   | -             | -            
|Preferred Stock
 Preferred stock              | 35,571        | 35,571       
|Capital in excess of par value                | (3,222)       | (3,316)      
|Common Stock Equity
 Common stock             | 156,057       | 162,213      
|Capital in excess of par value                | 485,297       | 498,141      
|Retained earnings                             | 28,045        | 31,304       
|Accumulated other comprehensive income (loss) | (2,148)       | (2,148)      
|Treasury stock, at cost                       | -             | (19,000)     
|Total Common Stock Equity                     | 667,251       | 670,510      
|Total Liabilities and Stockholder's Equity    | $1,731,910    | $1,865,800   





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

|Six Months Ended June 30                                                           | 2002     | 2001    
|---------------------------------------------------------------------------------- | -------- | --------
|(Thousands)                                                                        |          |         
|Operating Activities                                                               |          |         
|Net income                                                                         | $28,575  | $26,020 
|Adjustments to reconcile net income to net cash
  provided by operating activities |          |         
|Depreciation and amortization                                                      | 18,933   | 18,240  
|Income taxes and investment tax credits deferred, net                              | 8,717    | 8,677   
|Pension income                                                                     | 3,035    | (200)   
|Changes in current operating assets and liabilities                                |          |         
|Accounts receivable                                                                | 17,481   | 18,297  
|Inventory                                                                          | 300      | (296)   
|Prepayments and other current assets                                               | 5,576    | 1,693   
|Accounts payable and accrued liabilities                                           | (23,643) | (1,874) 
|Interest accrued                                                                   | (803)    | (274)   
|Taxes accrued                                                                      | 3,525    | -       
|Other current liabilities                                                          | 2,836    | (12,882)
|Other assets                                                                       | 19,123   | (3,722) 
|Other liabilities                                                                  | (36,169) | (2,513) 
|Net Cash Provided by Operating Activities                                          | 47,486   | 51,166  
|Investing Activities                                                               |          |         
|Utility plant additions                                                            | (19,928) | (22,692)
|Other property and investment uses                                                 | (35)     | (4)     
|Other property and investment sources                                              | 112      | -       
|Net Cash Used in Investing Activities                                              | (19,851) | (22,696)
|Financing Activities                                                               |          |         
|Long-term note issuances                                                           | 75,000   | 35,000  
|Long-term note repayments                                                          | (51,478) | (1,477) 
|Notes payable - three months or less, net                                          | (30,000) | (22,500)
|Dividends on common and preferred stock                                            | (31,834) | (45,706)
|Net Cash Used in Financing Activities                                              | (38,312) | (34,683)
|Net (Decrease) Increase in Cash and Cash Equivalents                               | (10,677) | (6,213) 
|Cash and Cash Equivalents, Beginning of Period                                     | 20,777   | 17,933  
|Cash and Cash Equivalents, End of Period                                           | $10,100  | $11,720 





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

|Six Months Ended June 30          | 2002    | 2001   
|--------------------------------- | ------- | -------
|(Thousands)                       |         |        
|Balance, Beginning of Period      | $31,304 | $23,291
|Add net income                    | 28,575  | 26,020 
|                                  | 59,879  | 49,311 
|Deduct Dividends on Capital Stock |         |        
|Preferred                         | 721     | 721    
|Common                            | 31,113  | 44,985 
|                                  | 31,834  | 45,706 
|Balance, End of Period            | $28,045 | $3,605 





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

|                                              | Three Months | Six Months
|--------------------------------------------- | ------------ | ----------
|Periods Ended June 30                         | 2002         | 2001      
|(Thousands)                                   |              |           
|Net income                                    | $5,293       | $3,775    
|Other comprehensive income (loss), net of tax |              |           
|Net unrealized (loss) gain on investments     | -            | (91)      
|Total other comprehensive income (loss)       | -            | (91)      
|Comprehensive Income                          | $5,293       | $3,684    





Item 2.

Central Maine Power Company

1. Liquidity and Capital Resources

Electric Delivery BusinessSale of CMP Interest in 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.

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

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

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

Other MattersStatement 145: 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 six months ended June 30, 2002, was $20 million. Capital spending is projected to be $41 million in 2002 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: In January 2002 CMP cancelled its shares of treasury stock, which had a carrying value of $19 million, and restored the shares to the status of authorized but unissued shares of common stock of the corporation.

CMP issued the following Series E Medium Term Notes (MTN), the proceeds of which were used to repay $50 million of maturing medium-term notes, as well as short-term debt and for general corporate purposes:

- On May 22, 2002, $37.5 million of 6.50% Series E MTNs due May 2009.
- On May 28, 2002, $37.5 million of 6.65% Series E MTNs due May 2012.



Management's discussion and analysis of financial condition and results of operations

Central Maine Power Company

1. Results of Operations

|Three months ended June 30(Thousands) | 2002     | 2001     | Change
|------------------------------------- | -------- | -------- | ------
|Retail Deliveries - Megawatt-hours    | 1,991    | 2,221    | (10%) 
|Operating Revenues                    | $139,208 | $192,472 | (28%) 
|Operating Expenses                    | $129,160 | $181,959 | (29%) 
|Operating Income                      | $10,048  | $10,513  | (4%)  
|Earnings Available for Common Stock   | $4,932   | $3,414   | 44%   

Earnings for the quarter increased approximately $2 million, primarily due to the elimination of goodwill amortization in 2002.

The $53 million decrease in operating revenues for the quarter is primarily the result of CMP not being the standard-offer provider for the supply of electricity effective in March 2002, which reduced revenues by $42 million. Operating expenses also decreased $53 million for the quarter, primarily due to a $42 million decrease in electricity purchased as a result of CMP not being the standard-offer provider for the supply of electricity effective in March 2002 and a $12 million decrease due to fewer electricity purchases as a result of lower industrial sales. Operating expenses also decreased $2 million due to the elimination of goodwill amortization in 2002.



Management's discussion and analysis of financial condition and results of operations

Central Maine Power Company

|Six months ended June 30(Thousands) | 2002     | 2001     | Change
|----------------------------------- | -------- | -------- | ------
|Retail Deliveries - Megawatt-hours  | 4,235    | 4,639    | (9%)  
|Operating Revenues                  | $339,822 | $422,632 | (20%) 
|Operating Expenses                  | $284,829 | $368,165 | (23%) 
|Operating Income                    | $54,993  | $54,467  | 1%    
|Earnings Available for Common Stock | $27,854  | $25,299  | 10%   

Earnings for the six months increased approximately $3 million, primarily due to the elimination of goodwill amortization in 2002.

The $83 million decrease in operating revenues for the six months is primarily the result of CMP not being the standard-offer provider for the supply of electricity effective in March 2002, which reduced revenues $69 million, and a $19 million decrease primarily due to lower industrial sales. Operating expenses also decreased $83 million for the six months, primarily due to an $88 million decrease in electricity purchased, $69 million as a result of CMP no longer being the standard-offer provider for the supply of electricity effective in March 2002 and $18 million primarily due to fewer purchases as a result of lower industrial sales. Operating expenses also decreased $4 million due to the elimination of goodwill amortization in 2002.



Item 1.  Financial Statements

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

|                                                       | Three Months | Six Months
|------------------------------------------------------ | ------------ | ----------
|Periods Ended June 30                                  | 2002         | 2001      
|(Thousands)                                            |              |           
|Operating Revenues                                     |              |           
|Electric                                               | $365,098     | $400,220  
|Natural gas                                            | 60,347       | 55,320    
|Total Operating Revenues                               | 425,445      | 455,540   
|Operating Expenses                                     |              |           
|Electricity purchased and fuel 
    used in generation | 205,534      | 193,796   
|Natural gas purchased                                  | 32,759       | 39,907    
|Other operating expenses                               | 55,411       | 61,882    
|Maintenance                                            | 18,070       | 19,811    
|Depreciation and amortization                          | 24,560       | 25,791    
|Other taxes                                            | 27,592       | 31,034    
|Total Operating Expenses                               | 363,926      | 372,221   
|Operating Income                                       | 61,519       | 83,319    
|Other (Income)                                         | (1,778)      | (1,220)   
|Other Deductions                                       | 16,438       | 301       
|Interest Charges, Net                                  | 23,350       | 27,112    
|Income Before Income Taxes                             | 23,509       | 57,126    
|Income Taxes                                           | 10,364       | 23,907    
|Net Income                                             | 13,145       | 33,219    
|Preferred Stock Dividends                              | 99           | 99        
|Earnings Available for Common Stock                    | $13,046      | $33,120   





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

|                                              | June 30,
2002 | Dec. 31,
2001
|--------------------------------------------- | ------------- | -------------
|(Thousands)                                   |               |              
|Assets                                        |               |              
|Current Assets                                |               |              
|Cash and cash equivalents                     | $30,032       | $21,617      
|Special deposits                              | 6,453         | 1,432        
|Accounts receivable, net                      | 231,728       | 292,687      
|Note receivable                               | 247           | 12,126       
|Fuel, at average cost                         | 16,845        | 32,094       
|Materials and supplies, at average cost       | 6,540         | 7,027        
|Accumulated deferred income tax benefits, net | 3,958         | 3,930        
|Prepayments                                   | 20,192        | 26,421       
|Total Current Assets                          | 315,995       | 397,334      
|Utility Plant, at Original Cost               |               |              
|Electric                                      | 2,533,634     | 2,562,194    
|Natural gas                                   | 661,312       | 654,224      
|Common                                        | 119,891       | 132,928      
|                                              | 3,314,837     | 3,349,346    
|Less accumulated depreciation                 | 1,331,143     | 1,341,964    
|Net Utility Plant in Service                  | 1,983,694     | 2,007,382    
|Construction work in progress                 | 22,695        | 22,885       
|Total Utility Plant                           | 2,006,389     | 2,030,267    
|Other Property and Investments, Net           | 42,599        | 43,242       
|Regulatory and Other Assets                   |               |              
|Regulatory assets                             |               |              
|Unfunded future income taxes                  | 9,370         | 12,984       
|Unamortized loss on debt reacquisitions       | 33,536        | 42,959       
|Demand-side management program costs          | -             | 4,083        
|Environmental remediation costs               | 53,567        | 53,167       
|Other                                         | 5,433         | 17,917       
|Total regulatory assets                       | 101,906       | 131,110      
|Other assets                                  |               |              
|Goodwill, net                                 | 11,199        | 11,199       
|Prepaid pension benefits                      | 375,473       | 334,769      
|Note receivable                               | -             | 47,553       
|Other                                         | 14,278        | 18,949       
|Total other assets                            | 400,950       | 412,470      
|Total Regulatory and Other Assets             | 502,856       | 543,580      
|Total Assets                                  | $2,867,839    | $3,014,423   





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

|                                                                     | June 30,
2002 | Dec. 31,
2001
|-------------------------------------------------------------------- | ------------- | -------------
|(Thousands)                                                          |               |              
|Liabilities                                                          |               |              
|Current Liabilities                                                  |               |              
|Current portion of long-term debt                                    | $150,369      | $150,873     
|Accounts payable and accrued liabilities                             | 101,291       | 109,476      
|Interest accrued                                                     | 13,721        | 15,967       
|Taxes accrued                                                        | 44,129        | 7,499        
|Other                                                                | 44,716        | 65,268       
|Total Current Liabilities                                            | 354,226       | 349,083      
|Regulatory and Other Liabilities                                     |               |              
|Regulatory liabilities                                               |               |              
|Deferred income taxes                                                | 12,159        | 17,308       
|Gain on sale of generation assets                                    | 43,281        | 60,476       
|Other                                                                | 32,440        | 29,810       
|Total regulatory liabilities                                         | 87,880        | 107,594      
|Other liabilities                                                    |               |              
|Deferred income taxes                                                | 329,523       | 310,456      
|Other postretirement benefits                                        | 192,465       | 187,916      
|Environmental remediation costs                                      | 76,500        | 76,100       
|Other                                                                | 65,046        | 85,126       
|Total other liabilities                                              | 663,534       | 659,598      
|Total Regulatory and Other Liabilities                               | 751,414       | 767,192      
|Long-term debt                                                       | 869,708       | 1,039,135    
|Total Liabilities                                                    | 1,975,348     | 2,155,410    
|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       | 270,835      
|Retained earnings                                                    | 186,765       | 164,197      
|Accumulated other comprehensive (loss)                               | (5,325)       | (16,235)     
|Total Common Stock Equity                                            | 882,332       | 848,854      
|Total Liabilities and Stockholder's Equity                           | $2,867,839    | $3,014,423   





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

|Six Months Ended June 30                                                           | 2002      | 2001     
|---------------------------------------------------------------------------------- | --------- | ---------
|(Thousands)                                                                        |           |          
|Operating Activities                                                               |           |          
|Net income                                                                         | $82,766   | $112,817 
|Adjustments to reconcile net income to net cash
  provided by operating activities |           |          
|Depreciation and amortization                                                      | 48,992    | 51,128   
|Income taxes and investment tax credits deferred, net                              | 9,723     | 6,285    
|Pension income                                                                     | (35,160)  | (36,082) 
|Changes in current operating assets and liabilities                                |           |          
|Accounts receivable                                                                | 60,959    | 63,870   
|Inventory                                                                          | 15,736    | 5,907    
|Prepayments                                                                        | 6,229     | 4,612    
|Accounts payable and accrued liabilities                                           | (8,185)   | (57,796) 
|Interest accrued                                                                   | (2,246)   | 1,631    
|Taxes accrued                                                                      | 36,630    | 3,032    
|Other current liabilities                                                          | (20,552)  | (21,648) 
|Other assets                                                                       | 24,336    | 12,268   
|Other liabilities                                                                  | 705       | 6,290    
|Net Cash Provided by Operating Activities                                          | 219,933   | 152,314  
|Investing Activities                                                               |           |          
|Utility plant additions                                                            | (36,361)  | (30,142) 
|Contributions in aid of construction                                               | 1,358     | 924      
|Note receivable, sale of generation assets                                         | 59,442    | -        
|Proceeds from sale of utility plant                                                | 6,239     | 284      
|Other property and investment sources                                              | 211       | 3,817    
|Other property and investment uses                                                 | (170)     | (2,443)  
|Special deposits                                                                   | (5,014)   | 21,016   
|Net Cash Provided by (Used in) Investing Activities                                | 25,705    | (6,544)  
|Financing Activities                                                               |           |          
|Notes payable - three months or less, net                                          | -         | (85,000) 
|Repayments of first mortgage bonds, including net premiums                         | (177,025) | -        
|Dividends on common and preferred stock                                            | (60,198)  | (65,741) 
|Net Cash Used in Financing Activities                                              | (237,223) | (150,741)
|Net Increase (Decrease) in Cash and Cash Equivalents                               | 8,415     | (4,971)  
|Cash and Cash Equivalents, Beginning of Period                                     | 21,617    | 17,618   
|Cash and Cash Equivalents, End of Period                                           | $30,032   | $12,647  





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

|Six Months Ended June 30          | 2002     | 2001   
|--------------------------------- | -------- | -------
|(Thousands)                       |          |        
|Balance, Beginning of Period      | $164,197 | $35,329
|Add net income                    | 82,766   | 112,817
|                                  | 246,963  | 148,146
|Deduct Dividends on Capital Stock |          |        
|Preferred                         | 198      | 198    
|Common                            | 60,000   | 65,543 
|                                  | 60,198   | 65,741 
|Balance, End of Period            | $186,765 | $82,405





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

|                                                                                                                                                                | Three Months | Six Months
|--------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------ | ----------
|Periods Ended June 30                                                                                                                                           | 2002         | 2001      
|(Thousands)                                                                                                                                                     |              |           
|Net income                                                                                                                                                      | $13,145      | $33,219   
|Other comprehensive income (loss), net of tax                                                                                                                   |              |           
|Net unrealized (loss) gain on investments                                                                                                                       | (264)        | 5         
|Minimum pension liability adjustment                                                                                                                            | -            | 50        
|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 (gains) on derivatives qualified 
      as hedges                                                                                             | (11,259)     | (48,460)  
|Reclassification adjustment for losses (gains) 
      included in net income                                                                                    | 543          | (2,561)   
|Net unrealized (losses) gains on derivatives qualified as hedges                                                                                                | (10,716)     | (51,021)  
|Total other comprehensive income (loss)                                                                                                                         | (10,980)     | (50,966)  
|Comprehensive Income (Loss)                                                                                                                                     | $2,165       | $(17,747) 





Item 2.

New York State Electric & Gas Corporation

(a) Liquidity and Capital Resources

Energy East Corporation and RGS Energy Merger

In connection with Energy East's merger with RGS Energy, NYSEG became a wholly-owned subsidiary of RGS Energy.

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

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

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

NYPSC-mandated Contracts with Customers: See Energy East Corporation's Item 2(a), Electric Delivery Business, for the discussion of this item.

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

Other MattersStatement 145: See Energy East Corporation's Item 2(a), Other Matters, for the discussion of this item.

Investing ActivitiesInvesting Activities: Capital spending for the first six months of 2002 was $36 million. Capital spending is projected to be $104 million in 2002 and is expected to be paid for with internally generated funds. Capital spending will be primarily for necessary improvements to existing facilities, the extension of energy delivery service and compliance with environmental requirements.

Financing Activities: In May 2002 NYSEG redeemed, at a premium, $150 million of 8 7/8% Series first mortgage bonds due November 1, 2021, and redeemed, at par, the remaining $21.34 million of two 9 7/8% Series first mortgage bonds due 2020. The redemptions were financed with internally generated cash and the proceeds from the promissory note prepaid by Constellation Nuclear for the sale of NMP2. (See the company's Form 10-Q for the quarter ended March 31, 2002, Item 2(a) Liquidity and Capital Resources - Electric Delivery Business - Sale of Nine Mile Point 2). NYSEG incurred a $10 million reduction to earnings in the second quarter of 2002 as a result of these redemptions, but will save over $16 million each year in interest costs. (See Other Matters, Statement 145.)

Management's discussion and analysis of financial condition and results of operations

New York State Electric & Gas Corporation

Additional financing needed by NYSEG to repay $150 million of maturing 6 3/4% Series first mortgage bonds is expected to be completed in October 2002. Through financial instruments issued in June 2002, NYSEG has locked in the treasury rate component of that financing at an average rate of 4.186%.

(b) Results of Operations

|Three months ended June 30(Thousands) | 2002     | 2001     | Change
|------------------------------------- | -------- | -------- | ------
|Operating Revenues                    | $425,445 | $455,540 | (7%)  
|Operating Income                      | $61,519  | $83,319  | (26%) 
|Earnings Available for Common Stock   | $13,046  | $33,120  | (61%) 

Earnings for the quarter were $20 million lower than for the prior year quarter primarily due to an electric price reduction, effective March 1, 2002, that decreased earnings $20 million and a $10 million loss from the early retirement of debt. Those decreases were partially offset by lower costs of natural gas purchases of $6 million.

|Six months ended June 30(Thousands) | 2002     | 2001       | Change
|----------------------------------- | -------- | ---------- | ------
|Operating Revenues                  | $982,699 | $1,081,001 | (9%)  
|Operating Income                    | $204,451 | $248,469   | (18%) 
|Earnings Available for Common Stock | $82,568  | $112,619   | (27%) 

Earnings for the six months were $30 million lower than for the same period last year primarily due to an electric price reduction, effective March 1, 2002, that decreased earnings $22 million, fewer wholesale electric sales at lower market prices of $12 million and a $10 million loss from the early retirement of debt. Those decreases were partially offset by lower costs of natural gas purchases of $8 million.

Operating Results for the Electric Delivery Business

|Three months ended June 30(Thousands) | 2002     | 2001     | Change
|------------------------------------- | -------- | -------- | ------
|Retail Deliveries - Megawatt-hours    | 3,325    | 3,280    | 1%    
|Operating Revenues                    | $365,098 | $400,220 | (9%)  
|Operating Expenses                    | $308,109 | $310,211 | (1%)  
|Operating Income                      | $56,989  | $90,009  | (37%) 

The $35 million decrease in operating revenues for the quarter is primarily due to a price reduction, effective March 1, 2002, that decreased revenues $33 million and lower wholesale revenues of $15 million primarily due to lower market prices. Those decreases were partially offset by higher transmission revenues of $6 million due to greater transmission line congestion.

Operating expenses for the quarter decreased $2 million due to lower market prices for electricity of $5 million, offset by $6 million for the pass-through of the market price of electricity allowed in the electric rate settlement. Certain operating expenses decreased $14 million primarily due to the sale of NMP2, offset by a $10 million increase for purchased power costs to replace energy previously provided by NMP2.

Management's discussion and analysis of financial condition and results of operations

New York State Electric & Gas Corporation

|Six months ended June 30(Thousands) | 2002     | 2001     | Change
|----------------------------------- | -------- | -------- | ------
|Retail Deliveries - Megawatt-hours  | 7,061    | 7,067    | -     
|Operating Revenues                  | $795,472 | $857,982 | (7%)  
|Operating Expenses                  | $620,333 | $622,785 | -     
|Operating Income                    | $175,139 | $235,197 | (26%) 

The $63 million decrease in operating revenues for the six months is primarily due to a price reduction, effective March 1, 2002, that decreased revenues $37 million and lower wholesale revenues of $32 million primarily due to lower market prices.

Operating expenses for the six months decreased $2 million due to lower market prices for electricity of $11 million, offset by $10 million for the pass-through of the market price of electricity allowed in the electric rate settlement. Operating expenses decreased $21 million due to the sale of NMP2, offset by a $19 million increase for purchased power costs to replace energy previously provided by NMP2.

Operating Results for the Natural Gas Delivery Business

|Three months ended June 30(Thousands) | 2002    | 2001     | Change
|------------------------------------- | ------- | -------- | ------
|Retail Deliveries - Dekatherms        | 10,944  | 9,773    | 12%   
|Operating Revenues                    | $60,347 | $55,320  | 9%    
|Operating Expenses                    | $55,817 | $62,010  | (10%) 
|Operating Income                      | $4,530  | $(6,690) | n/a   

The $5 million increase in operating revenues for the quarter is primarily due to an $8 million increase from higher deliveries because of colder weather, partially offset by lower market prices of gas that are passed on to nonresidential customers of $2 million.

Operating expenses decreased $6 million for the quarter primarily due to a decrease in the cost of natural gas purchased of $11 million as a result of lower natural gas prices due to market conditions, partially offset by increased gas purchases of $6 million for higher retail deliveries.

|Six months ended June 30(Thousands) | 2002     | 2001     | Change
|----------------------------------- | -------- | -------- | ------
|Retail Deliveries - Dekatherms      | 32,783   | 33,737   | (3%)  
|Operating Revenues                  | $187,227 | $223,019 | (16%) 
|Operating Expenses                  | $157,915 | $209,747 | (25%) 
|Operating Income                    | $29,312  | $13,272  | 121%  

The $36 million decrease in operating revenues for the six months is primarily due to lower market prices of gas that are passed on to nonresidential and wholesale customers of $28 million, and decreased deliveries because of mild winter weather of $9 million.

Operating expenses decreased $52 million for the six months primarily due to a decrease in the cost of natural gas purchased of $41 million as a result of lower natural gas prices due to market conditions and a decrease in gas purchases of $12 million for lower deliveries.



Item 1.  Financial Statements

Rochester Gas and Electric Corporation
Statements of Income - (Unaudited)

|                                                       | Three Months | Six Months
|------------------------------------------------------ | ------------ | ----------
|Periods Ended June 30                                  | 2002         | 2001      
|(Thousands)                                            |              |           
|Operating Revenues                                     |              |           
|Electric                                               | $167,599     | $176,558  
|Natural gas                                            | 51,208       | 49,858    
|Total Operating Revenues                               | 218,807      | 226,416   
|Operating Expenses                                     |              |           
|Electricity purchased and fuel 
    used in generation | 51,679       | 33,732    
|Natural gas purchased                                  | 29,173       | 30,408    
|Other operating expenses                               | 78,389       | 56,112    
|Maintenance                                            | 16,259       | 14,863    
|Depreciation and amortization                          | 25,162       | 28,590    
|Other taxes                                            | 21,010       | 21,230    
|Total Operating Expenses                               | 221,672      | 184,935   
|Operating Income (Loss)                                | (2,865)      | 41,481    
|Other (Income)                                         | (3,184)      | (3,930)   
|Other Deductions                                       | 4,181        | 5,430     
|Interest Charges, Net                                  | 12,919       | 16,238    
|Income (Loss) Before Income Taxes                      | (16,781)     | 23,743    
|Income Taxes                                           | 228          | 12,228    
|Net Income (Loss)                                      | (17,009)     | 11,515    
|Preferred Stock Dividends                              | 925          | 925       
|Earnings Available for Common Stock                    | $(17,934)    | $10,590   





Rochester Gas and Electric Corporation
Balance Sheets - (Unaudited)

|                                        | June 30,
2002 | Dec. 31,
2001
|--------------------------------------- | ------------- | -------------
|(Thousands)                             |               |              
|Assets                                  |               |              
|Current Assets                          |               |              
|Cash and cash equivalents               | $70,081       | $20,631      
|Accounts receivable, net                | 102,009       | 114,768      
|Notes receivable                        | -             | 10,097       
|Affiliate receivable                    | 10,084        | 87,139       
|Fuel, at average cost                   | 16,472        | 44,147       
|Materials and supplies, at average cost | 8,481         | 5,244        
|Prepayments                             | 34,856        | 22,153       
|Total Current Assets                    | 241,983       | 304,179      
|Utility Plant, at Original Cost         |               |              
|Electric                                | 1,894,002     | 1,862,805    
|Natural gas                             | 503,475       | 496,594      
|Common                                  | 142,025       | 133,825      
|                                        | 2,539,502     | 2,493,224    
|Less accumulated depreciation           | 1,494,028     | 1,454,283    
|Net Utility Plant in Service            | 1,045,474     | 1,038,941    
|Construction work in progress           | 157,808       | 141,591      
|Total Utility Plant                     | 1,203,282     | 1,180,532    
|Other Property and Investments, Net     | 220,490       | 222,860      
|Regulatory and Other Assets             |               |              
|Regulatory assets                       |               |              
|Nuclear plant obligations               | 326,649       | 327,221      
|Unfunded future income taxes            | 54,559        | 52,549       
|Environmental remediation costs         | 11,942        | 12,588       
|Other                                   | 285,900       | 271,876      
|Total regulatory assets                 | 679,050       | 664,234      
|Other assets                            |               |              
|Prepaid pension benefits                | 16,784        | -            
|Note receivable                         | -             | 40,387       
|Other                                   | 43,193        | 40,815       
|Total other assets                      | 59,977        | 81,202       
|Total Regulatory and Other Assets       | 739,027       | 745,436      
|Total Assets                            | $2,404,782    | $2,453,007   





Rochester Gas and Electric Corporation
Balance Sheets - (Unaudited)

|                                                                                                                   | June 30,
2002  | Dec. 31,
2001 
|------------------------------------------------------------------------------------------------------------------ | -------------- | --------------
|(Thousands)                                                                                                        |                |               
|Liabilities                                                                                                        |                |               
|Current Liabilities                                                                                                |                |               
|Current portion of long-term debt                                                                                  | $4,553         | $104,387      
|Accounts payable and accrued liabilities                                                                           | 80,084         | 75,885        
|Affiliate payable                                                                                                  | 730            | 26,871        
|Interest accrued                                                                                                   | 10,368         | 12,338        
|Taxes accrued                                                                                                      | 11,436         | 4,381         
|Other                                                                                                              | 45,697         | 49,617        
|Total Current Liabilities                                                                                          | 152,868        | 273,479       
|Regulatory and Other Liabilities                                                                                   |                |               
|Regulatory liabilities                                                                                             |                |               
|Deferred income taxes                                                                                              | 29,962         | 30,393        
|Other                                                                                                              | 40,148         | 27,645        
|Total regulatory liabilities                                                                                       | 70,110         | 58,038        
|Other liabilities                                                                                                  |                |               
|Deferred income taxes                                                                                              | 221,801        | 212,005       
|Nuclear waste disposal                                                                                             | 101,864        | 101,268       
|Other postretirement benefits                                                                                      | 62,923         | 60,238        
|Environmental remediation costs                                                                                    | 22,356         | 22,356        
|Other                                                                                                              | 98,044         | 109,246       
|Total other liabilities                                                                                            | 506,988        | 505,113       
|Total Regulatory and Other Liabilities                                                                             | 577,098        | 563,151       
|Long-term debt                                                                                                     | 909,967        | 787,243       
|Total Liabilities                                                                                                  | 1,639,933      | 1,623,873     
|Commitments                                                                                                        | -              | -             
|Preferred StockPreferred stock subject to mandatory redemption
 Preferred stock redeemable solely at RG&E's option | 25,000 
47,000 | 25,000 
47,000
|Common Stock Equity
 Common stock                                                                                  | 194,429        | 194,429       
|Capital in excess of par value                                                                                     | 505,889        | 505,889       
|Retained earnings                                                                                                  | 109,769        | 174,054       
|Treasury stock, at cost                                                                                            | (117,238)      | (117,238)     
|Total Common Stock Equity                                                                                          | 692,849        | 757,134       
|Total Liabilities and Stockholder's Equity                                                                         | $2,404,782     | $2,453,007    





Rochester Gas and Electric Corporation
Statements of Cash Flows - (Unaudited

|Six Months Ended June 30                                                           | 2002      | 2001     
|---------------------------------------------------------------------------------- | --------- | ---------
|(Thousands)                                                                        |           |          
|Operating Activities                                                               |           |          
|Net income                                                                         | $3,720    | $54,403  
|Adjustments to reconcile net income to net cash
  provided by operating activities |           |          
|Depreciation and amortization                                                      | 55,361    | 65,960   
|Writedown of software development costs                                            | 13,718    |          
|Deferred recoverable fuel costs                                                    | 6,588     | 6,974    
|Income taxes and investment tax credits deferred, net                              | (7,544)   | (6,231)  
|Changes in current operating assets and liabilities                                |           |          
|Accounts receivable                                                                | 34,748    | 32,362   
|Inventory                                                                          | 6,998     | 8,579    
|Prepayments                                                                        | (12,703)  | 695      
|Accounts payable and accrued liabilities                                           | 6,538     | (9,683)  
|Interest accrued                                                                   | (1,970)   | (36)     
|Taxes accrued                                                                      | 7,055     | 12,453   
|Other current liabilities                                                          | 8,184     | (760)    
|Other assets                                                                       | (11,222)  | 14,347   
|Other liabilities                                                                  | 7,506     | (14,288) 
|Net Cash Provided by Operating Activities                                          | 116,977   | 164,775  
|Investing Activities                                                               |           |          
|Utility plant additions                                                            | (75,002)  | (63,345) 
|Note receivable, sale of generation assets                                         | 50,484    | -        
|Nuclear generating plant decommissioning fund                                      | (8,662)   | (10,336) 
|Other property and investments                                                     | (291)     | (125)    
|Net Cash Used in Investing Activities                                              | (33,471)  | (73,806) 
|Financing Activities                                                               |           |          
|Redemption of long-term debt, including net premiums                               | (100,000) | (104,470)
|Proceeds from issuance of long-term debt                                           | 125,000   | 200,000  
|Repayment of promissory notes                                                      | (2,153)   | (1,999)  
|Notes payable - three months or less, net                                          | -         | (98,000) 
|Dividends on common and preferred stock                                            | (56,903)  | (32,970) 
|Other                                                                              | -         | (466)    
|Net Cash Provided by (Used in) Financing Activities                                | (34,056)  | (37,905) 
|Net Increase in Cash and Cash Equivalents                                          | 49,450    | 53,064   
|Cash and Cash Equivalents, Beginning of Period                                     | 20,631    | 4,851    
|Cash and Cash Equivalents, End of Period                                           | $70,081   | $57,915  





Rochester Gas and Electric Corporation
Statements of Retained Earnings - (Unaudited)

|Six Months Ended June 30          | 2002     | 2001    
|--------------------------------- | -------- | --------
|(Thousands)                       |          |         
|Balance, Beginning of Period      | $174,054 | $166,184
|Add net income                    | 3,720    | 54,403  
|                                  | 177,774  | 220,587 
|Deduct Dividends on Capital Stock |          |         
|Preferred                         | 1,850    | 1,850   
|Common                            | 66,155   | 31,089  
|                                  | 68,005   | 32,939  
|Adjustment                        | -        | 508     
|Balance, End of Period            | $109,769 | $188,156





Item 2.

Rochester Gas and Electric Corporation

(a) Liquidity and Capital Resources

Energy East Corporation and RGS Energy Merger
See Energy East Corporation's Item 2(a), Energy East Corporation and RGS Energy Merger, for the discussion of this item.

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

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

RG&E 2002 Electric and Gas Rate Proposal: See Energy East Corporation's Item 2(a), Electric Delivery Business, for the discussion of this item.

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

RG&E Gas Supply Management Agreement: See Energy East Corporation's Item 2(a), Electric Delivery Business, for the discussion of this item.

Other MattersStatement 145: See Energy East Corporation's Item 2(a), Other Matters, for the discussion of this item.

Investing ActivitiesInvesting Activities: Capital spending for the first six months of 2002 was $75 million. Capital spending is projected to be $143 million in 2002 and is expected to be paid for with internally generated funds and long-term financing (see Financing Activities). Capital spending will be primarily for necessary improvements to existing facilities, the extension of energy delivery service and compliance with environmental requirements.

Financing Activities: On June 20, 2002, RG&E issued $125 million of 6.65% Series UU First Mortgage Bonds, due June 2032, the proceeds of which were used to repay short-term debt, for additional capital expenditures and for general corporate purposes.



Management's discussion and analysis of financial condition and results of operations

Rochester Gas and Electric Corporation

(b) Results of Operations

|Three months ended June 30(Thousands)      | 2002      | 2001     | Change
|------------------------------------------ | --------- | -------- | ------
|Operating Revenues                         | $218,807  | $226,416 | (3%)  
|Operating Income                           | $(2,865)  | $41,481  | (107%)
|Earnings (Loss) Available for Common Stock | $(17,934) | $10,590  | (269%)

Earnings for the second quarter decreased $29 million primarily due to a $9 million writedown of software development costs that management determined to have no future economic value, an electric price reduction, effective July 1, 2001, that decreased earnings $4 million, lower wholesale electric revenues of $6 million primarily due to lower deliveries, and higher replacement power costs of $4 million due to a scheduled refueling outage at the Ginna nuclear plant. There was no refueling outage in 2001. Earnings were also reduced $3 million by the net impact of the sale of NMP2.

|Six months ended June 30(Thousands) | 2002     | 2001     | Change
|----------------------------------- | -------- | -------- | ------
|Operating Revenues                  | $497,097 | $556,582 | (11%) 
|Operating Income                    | $42,377  | $128,208 | (67%) 
|Earnings Available for Common Stock | $1,870   | $52,553  | (96%) 

Earnings for the six months ended June 30, 2002 decreased $51 million primarily due to lower wholesale electric revenues of $17 million primarily due to lower wholesale market prices, higher purchased power costs of $12 million as a result of electricity now being purchased instead of generated due to the sale of NMP2 in November 2001, a $9 million writedown of software development costs that management determined to have no future economic value, an electric price reduction, effective July 1, 2001, that decreased earnings $8 million, and higher replacement power costs of $7 million due to a scheduled refueling outage at the Ginna nuclear plant. There was no refueling outage in 2001. Earnings were also reduced $3 million by the net impact of the sale of NMP2.

Operating Results for the Electric Delivery Business

|Three months ended June 30(Thousands) | 2002     | 2001     | Change
|------------------------------------- | -------- | -------- | ------
|Retail Deliveries - Megawatt-hours    | 2,255    | 2,287    | (1%)  
|Operating Revenues                    | $167,599 | $176,558 | (5%)  
|Operating Expenses                    | $166,674 | $134,460 | 24%   
|Operating Income                      | $925     | $42,098  | (98%) 

The $9 million decrease in operating revenues for the quarter is primarily due to a price reduction, effective July 1, 2001, that decreased revenues by $6 million and lower wholesale revenues of $7 million due to lower deliveries of $4 million and lower market prices of $3 million.

Operating expenses increased $32 million for the quarter primarily due to higher purchased power costs of $13 million primarily as a result of electricity now being purchased instead of generated due to the sale of NMP2 in November 2001, a $10 million writedown of software development costs that management determined to have no future economic value and a

Management's discussion and analysis of financial condition and results of operations

Rochester Gas and Electric Corporation

$6 million increase for replacement power that was needed during the refueling of the Ginna nuclear plant. An increase of $8 million due to the amortization of the regulatory asset resulting from the sale of NMP2 was offset by an $8 million decrease in operating expenses due to the sale of NMP2.

|Six months ended June 30(Thousands) | 2002     | 2001     | Change
|----------------------------------- | -------- | -------- | ------
|Retail Deliveries - Megawatt-hours  | 4,436    | 4,570    | (3%)  
|Operating Revenues                  | $336,556 | $365,617 | (8%)  
|Operating Expenses                  | $313,504 | $263,212 | 19%   
|Operating Income                    | $23,052  | $102,405 | (77%) 

The $29 million decrease in operating revenues for the six months is primarily due to a price reduction, effective July 1, 2001, that decreased revenues $12 million and lower wholesale revenues of $16 million primarily due to lower market prices.

The $50 million increase in operating expenses is primarily due to higher purchased power costs of $18 million as a result of electricity now being purchased instead of generated due to the sale of NMP2 in November 2001, a $10 million increase for replacement power that was needed during the refueling of the Ginna nuclear plant and $10 million writedown of software development costs that management determined to have no future economic value. A $15 million increase due to the amortization of the regulatory asset resulting from the sale of NMP2 was partially offset by a $9 million decrease in operating expenses due to the sale of NMP2.

Operating Results for the Natural Gas Delivery Business

|Three months ended June 30(Thousands) | 2002     | 2001    | Change
|------------------------------------- | -------- | ------- | ------
|Retail Deliveries - Dekatherms        | 9,146    | 7,675   | 19%   
|Operating Revenues                    | $51,208  | $49,858 | 3%    
|Operating Expenses                    | $54,998  | $50,475 | 9%    
|Operating Income (Loss)               | $(3,790) | $(617)  | (514%)

Operating revenues for the quarter did not change significantly compared to the prior year quarter. An $8 million decrease because of lower market prices of gas that are passed on to customers was offset by an $8 million increase for higher retail deliveries because of colder weather.

Operating expenses increased $5 million for the quarter. A $7 million increase in natural gas purchases for higher retail deliveries and a $4 million writedown of software development costs that management determined to have no future economic value was partially offset by an $8 million decrease in purchases primarily due to lower natural gas prices.

Management's discussion and analysis of financial condition and results of operations

Rochester Gas and Electric Corporation

|Six months ended June 30(Thousands) | 2002     | 2001     | Change
|----------------------------------- | -------- | -------- | ------
|Retail Deliveries - Dekatherms      | 29,890   | 30,183   | (1%)  
|Operating Revenues                  | $160,541 | $190,965 | (16%) 
|Operating Expenses                  | $141,216 | $165,162 | (14%) 
|Operating Income                    | $19,325  | $25,803  | (25%) 

The $30 million decrease in operating revenues for the six months is primarily due to a $29 million decrease because of lower market prices of gas that are passed on to customers. In addition, operating revenues decreased $3 million due to a change in the gas rate structure that was implemented in September 2001.

Operating expenses decreased $24 million primarily due to a decrease in the cost of purchased natural gas of $29 million as a result of lower natural gas prices, which was partially offset by a $4 million writedown of software development costs that management determined to have no future economic value.

Item 1.  Financial Statements

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

Notes to Financial Statements of Registrants:

|Registrant  | Applicable Notes                 
|----------- | ---------------------------------
|Energy East | 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11
|CMP         | 1, 2, 3, 4, 7, 8, 10, 11         
|NYSEG       | 1, 2, 3, 4, 5, 7, 8, 10, 11      
|RG&E        | 1, 2, 3, 4, 5, 7, 8, 10, 11      

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, 2001. 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. New Accounting Pronouncement

The FASB issued in April 2002 Statement of Financial Accounting Standards No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrrections. Early application of the provisions of Statement No. 145 is encouraged and the company elected to do so in April 2002. The company now classifies the aggregate of gains and losses from the early extinguishment of debt as other income/deductions instead of as an extraordinary item on the income statement. The company will reclassify any such extraordinary items presented in prior periods. The remaining provisions of Statement No. 145 are not expected to have a material effect on the company's financial position or results of operations.

The FASB issued in June 2002 Statement No. 146, Accounting for Costs Associated with Exit or Disposal Activities. The provisions of Statement 146 will be effective for exit or disposal activities initiated after December 31, 2002. The company has not fully evaluated the effect that adopting Statement 146 will have on its results of operations or financial position.

Note 3. Accounts Receivable

Accounts receivable on the balance sheets for the companies include unbilled revenues as follows: Energy East - consolidated unbilled revenues of $127 million at June 30, 2002, and $143 million at December 31, 2001; CMP - consolidated unbilled revenues of $23 million at June 30, 2002, and $32 million at December 31, 2001; NYSEG - unbilled revenues of $47 million at June 30, 2002, and $74 million at December 31, 2001; RG&E - unbilled revenues of $35 million at June 30, 2002, and $51 million at December 31, 2001.

Note 4. Supplemental Disclosure of Cash Flows Information

|                                                                                    | 2002                                | 2001                               
|----------------------------------------------------------------------------------- | ----------------------------------- | -----------------------------------
|(Thousands)                                                                         |                                     |                                    
|Cash paid during the six months ended June 30:                                      |                                     |                                    
|Interest, net of amounts capitalized
    Energy East
    CMP
    NYSEG
    RG&E     | $100,505 
$13,234 
$47,695 
$30,463 | $107,468 
$11,700 
$49,732 
$30,208
|Income taxes, net of benefits received
    Energy East
    CMP
    NYSEG
    RG&E   | $2,347 
$(6,549)
$17,769 
$32,218   | $76,132 
$10,697 
$63,531 
$41,154 
|RG&E's dividend declared to pay off net intercompany accounts
   receivable/payable | $26,586                             | -                                  
|Energy East's Acquisition of RGS Energy:                                            |                                     |                                    
|Fair value of assets acquired                                                       | $3,264,093                          | -                                  
|Liabilities assumed                                                                 | (1,754,443)                         | -                                  
|Preferred stock of subsidiary                                                       | (72,000)                            |                                    
|Common stock issued                                                                 | (612,082)                           | -                                  
|Cash acquired                                                                       | (72,085)                            | -                                  
|Payable to RGS Energy shareholders(1)                                               | (753,483)                           | -                                  
|Net cash paid for acquisition                                                       | -                                   | -                                  

(1)Cash portion of the purchase price that will be paid to shareholders in July 2002.



Note 5. Acquisition of RGS Energy Group

On June 28, 2002, the company acquired all of the outstanding common stock of RGS Energy Group, Inc. for a combination of cash and Energy East common stock. The company's consolidated balance sheet includes RGS Energy's consolidated balance sheet at June 30, 2002. The company's consolidated statement of income will include RGS Energy's results of operations beginning with July 2002. RGS Energy, through its regulated subsidiary Rochester Gas and Electric Corporation, engages in generating, purchasing, and delivering electricity and purchasing and delivering natural gas in an area centered around the city of Rochester, New York. Through its unregulated subsidiary, Energetix, Inc., RGS Energy engages in retail electric, natural gas and liquid fuel businesses throughout upstate New York. In connection with Energy East's merger with RGS Energy, NYSEG became a wholly-owned subsidiary of RGS Energy.

The company's merger with RGS Energy creates a regulated utility serving over half of upstate New York. The company believes that the complementary operations of its companies and their common vision for upstate New York will lead to attractive returns for its shareholders and a stable energy supply and excellent service for its customers. The company expects that annual cost savings for anticipated synergies resulting from joint management of procurement, information technology and other administrative and general areas can be obtained and retained.

Under the merger agreement 45% of the RGS Energy common stock (15.6 million shares) was converted into 27.5 million shares of Energy East common stock valued at $612 million. The value of the shares issued was determined based on the market price of Energy East's stock at the end of the day on June 27, 2002. The remaining 55% of the RGS Energy common stock will be exchanged for $753 million in cash ($39.50 per RGS Energy share), and that obligation is included in current liabilities on the company's consolidated balance sheet at June 30, 2002 and will be paid in July 2002. The purchase price was about $1.4 billion, which includes $11 million of merger-related costs.

The following table summarizes the components of the purchase price and preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition. RGS did not push goodwill down to its subsidiaries. As of June 30, 2002, $29 million was allocated to intangible assets based on a preliminary appraisal. The allocation of the purchase price will be adjusted when final appraisals are received, RG&E's electric and gas rate cases are finalized and actual amounts for estimated liabilities become known.



|Calculation of the purchase price for assets acquired            
|-----------------------------------------------------------------
|(Thousands)                                                      
|Cash payable for stock purchased                                 
|Stock issued                                                     
|Merger related fees and expenses                                 
|Total purchase price for common equity                           
|Plus fair market value of liabilities and preferred stock assumed
|Current and other liabilities                                    
|Long-term debt                                                   
|Preferred stock                                                  
|Total liabilities and preferred stock                            
|Total purchase price for assets acquired                         
|Allocation of purchase price for assets acquired                 
|Property, plant and equipment                                    
|Goodwill                                                         
|All other assets, including working capital and intangibles      
|Total                                                            

The following pro forma information for the company for the periods ended June 30, 2002 and 2001, which is based on unaudited data, gives effect to the company's merger with RGS Energy as if it had been completed at the beginning of each period presented. This information does not reflect future revenues or cost savings that may result from the merger and is not indicative of actual results of operations had the merger occurred at the beginning of the periods presented or of results that may occur in the future.

|                                      | Three Months | Six Months
|------------------------------------- | ------------ | ----------
|Periods ended June 30                 | 2002         | 2001      
|(Thousands, except per share amounts) |              |           
|Operating revenues                    | $1,025,751   | $1,075,624
|Net income (loss)                     | $(701)       | $40,098   
|Earnings per share of common stock    | -            | $.28      

Pro forma adjustments reflected in the amounts presented above include: (1) adjusting RGS Energy's nonutility assets to fair value based on an independent appraisal, (2) adjusting depreciation and amortization of assets to the accounting base recognized in recording the combination, (3) elimination of amortization of goodwill, (4) amortization of other intangible assets with finite lives, (5) elimination of merger costs, (6) additional interest expense and preferred stock dividends due to the issuance of merger-related debt and securities, (7) adjustments for estimated tax effects of the above adjustments and (8) additional common shares issued in connection with the merger. The pro forma results include a loss of eight cents per share from NYSEG's early retirement of debt for the three months and the six months ended June 30, 2002, and a loss from the writedown of CMP Group's investment in NEON Communications of one cent per share for the three months ended June 30, 2002, and six cents per share for the six months ended June 30, 2002.

Note 6. Basic and Diluted Earnings per Share

Basic earnings per share (EPS) is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The weighted-average shares outstanding for diluted EPS include the incremental effect of the stock options issued and excludes stock options issued in tandem with stock appreciation rights (SARs) because, historically, substantially all participants have exercised the SARs instead of the stock options. The numerator in calculating both basic and diluted EPS for each period presented is the reported net income. The reconciliation of basic and diluted EPS follows:

|                                        | Three Months | Six Months
|--------------------------------------- | ------------ | ----------
|Periods Ended June 30                   | 2002         | 2001      
|(Thousands)                             |              |           
|Numerator                               |              |           
|Net Income                              | $5,323       | $26,574   
|Denominator                             |              |           
|Basic average common shares outstanding | 117,820      | 116,399   
|Potentially dilutive common shares      | 429          | 146       
|Options issued with SARs                | (429)        | (146)     
|Dilutive average common shares          | 117,820      | 116,399   
|                                        |              |           
|EPS - basic                             | $.05         | $.23      
|EPS - diluted                           | $.05         | $.23      

Options to purchase shares of common stock are excluded from the calculation of EPS when the exercise prices of these options are greater than the average market price of the common shares during the period. Shares excluded from the EPS calculation for the three months ended June 30 were 2.0 million in 2002 and 3.8 million in 2001, and for the six months ended June 30 were 4.0 million in 2002 and 3.8 million in 2001.

Note 7. Other (Income) and Other Deductions

|                                           | Three Months | Six Months 
|------------------------------------------ | ------------ | -----------
|Periods Ended June 30                      | 2002         | 2001       
|Energy East                                |              | (Thousands)
|Interest income                            | $(2,786)     | $(2,705)   
|Non-cash return                            | (1,227)      | (554)      
|Gains from the sale of nonutility property | (73)         | (2,219)    
|Earnings from equity investments           | (1,148)      | (3,488)    
|Miscellaneous                              | (873)        | (2,262)    
|Other (income)                             | $(6,107)     | $(11,228)  
|NYSEG early retirement of debt             | $16,145      | -          
|Fees on sale of accounts receivable        | -            | -          
|Miscellaneous                              | 3,437        | $906       
|Other deductions                           | $19,582      | $906       
|CMP                                        |              |            
|Interest income                            | $(284)       | $(561)     
|Miscellaneous                              | (789)        | (1,730)    
|Other (income)                             | $(1,073)     | $(2,291)   
|Miscellaneous                              | $372         | $487       
|Other deductions                           | $372         | $487       
|NYSEG                                      |              |            
|Interest income                            | $(204)       | $(724)     
|Miscellaneous                              | (1,574)      | (496)      
|Other (income)                             | $(1,778)     | $(1,220)   
|Early retirement of debt                   | $16,145      | -          
|Fees on sale of accounts receivable        | -            | -          
|Miscellaneous                              | 293          | $301       
|Other deductions                           | $16,438      | $301       



|- continued           | Three Months | Six Months 
|--------------------- | ------------ | -----------
|Periods Ended June 30 | 2002         | 2001       
|RG&E                  |              | (Thousands)
|Interest income       | $(586)       | $(1,459)   
|Non-cash return       | (2,165)      | (2,189)    
|Miscellaneous         | (433)        | (282)      
|Other (income)        | $(3,184)     | $(3,930)   
|Merger costs          | $3,838       | $4,768     
|Miscellaneous         | 343          | 662        
|Other deductions      | $4,181       | $5,430     

Note 8. Goodwill and Other Intangible Assets

Effective January 1, 2002, Energy East, CMP and NYSEG adopted Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets. As required by Statement 142 the companies are no longer amortizing goodwill and are not amortizing intangible assets with indefinite lives (unamortized intangible assets). Both goodwill and unamortized intangible assets will be tested at least annually for impairment. Intangible assets with finite lives are being amortized (amortized intangible assets) and are reviewed for impairment. RG&E has no goodwill or other intangible assets.

The companies determined that there was no impairment of goodwill for Energy East, CMP or NYSEG as of January 1, 2002. There was no reclassification of goodwill to intangible assets and no reclassification of intangible assets to goodwill as of January 1, 2002. The carrying amount of goodwill on the companies' balance sheets, by operating segment, as of June 30, 2002, is presented in the following table.

|(Thousands) | ElectricDelivery | Natural GasDelivery | Other (1) | Total     
|----------- | ---------------- | ------------------- | --------- | ----------
|Energy East | $325,174         | $554,787            | $642,338  | $1,522,299
|CMP         | $325,174         | -                   | -         | $325,174  
|NYSEG       | -                | $11,199             | -         | $11,199   

(1)

Other Intangible Assets: Energy East's unamortized intangible assets primarily consist of trade names and had a carrying amount of $13.5 million at June 30, 2002, and primarily consist of organization costs and franchises and consents and had a carrying amount of $1.5 million at December 31, 2001. Energy East's amortized intangible assets primarily consist of customer lists and investments in pipelines and had a gross carrying amount of $47 million at June 30, 2002, and primarily consist of investments in pipelines and had a gross carrying amount of $25.8 million at December 31, 2001. The accumulated amortization was $11 million at June 30, 2002, and $5.5 million at December 31, 2001.

CMP's amortized intangible assets primarily consist of technology rights, and had a gross carrying amount and accumulated amortization of less than $1 million at June 30, 2002, and December 31, 2001.

NYSEG's unamortized intangible assets primarily consist of franchises and consents, and had a carrying amount of $0.9 million at June 30, 2002, and December 31, 2001. NYSEG's amortized intangible assets consist of hydroelectric licenses, and had a gross carrying amount of $1.5 million and accumulated amortization of $0.9 million at June 30, 2002, and December 31, 2001.

Estimated intangible assets amortization expense for the five years ended December 31 is:

|(Thousands) | 2002   | 2003   | 2004   | 2005   | 2006  
|----------- | ------ | ------ | ------ | ------ | ------
|Energy East | $3,150 | $4,538 | $4,461 | $3,688 | $2,901
|CMP         | $8     | $8     | $8     | $8     | $8    
|NYSEG       | $48    | $48    | $48    | $48    | $31   

Transitional Information: Results of operations information for Energy East, CMP and NYSEG as though goodwill had been accounted for under Statement 142 for all periods presented is:

|Periods Ended
June 30            | Reported net income                | Add back: Goodwill amortization | Adjusted
net
income          | Reported basic and diluted earnings per share | Add back: Goodwill amortization | Adjusted basic and diluted earnings per share
|-------------------------------- | ---------------------------------- | ------------------------------- | ---------------------------- | --------------------------------------------- | ------------------------------- | ---------------------------------------------
|Three months                     | (Thousands, except per share data)
|Energy East
  2002
  2001        | $5,323 
$26,574                    | -      
$6,114                  | $5,323 
$32,688              | $.05
$.23                                     | -      
$.05                    | $.05
$.28                                    
|CMP
  2002
  2001                | $5,293 
$3,775                     | -      
$2,155                  | $5,293 
$5,930               |                                               |                                 |                                              
|NYSEG
  2002
  2001              | $13,145 
$33,219                   | -      
$96                     | $13,145 
$33,315             |                                               |                                 |                                              
|Six months                       |                                    |                                 |                              |                                               |                                 |                                              
|Energy East
  2002
  2001        | $110,893 
$142,175                 | -      
$12,331                 | $110,893 
$154,506           | $.95
$1.22                                    | -      
$.11                    | $.95
$1.33                                   
|CMP
  2002
  2001                | $28,575 
$26,020                   | -      
$4,308                  | $28,575 
$30,328             |                                               |                                 |                                              
|NYSEG
  2002
  2001              | $82,766 
$112,817                  | -      
$192                    | $82,766 
$113,009            |                                               |                                 |                                              
|12 months ended 
  December 31   |                                    |                                 |                              |                                               |                                
|Energy East
  2001
  2000
  1999 | $187,607 
$235,034 
$218,751       | $25,387 
$18,486 
$2,487        | $212,994 
$253,520 
$221,238 | $1.61
$2.06
$1.88                             | $.22
$.16
$.02                  | $1.83
$2.22
$1.90                            
|CMP
  2001
  2000
  1999         | $54,440 
$53,529 
$68,740          | $8,575 
$2,949 
-               | $63,015 
$56,478 
$68,740    |                                               |                                 |                                              
|NYSEG
  2001
  2000
  1999       | $194,807 
$219,595 
$206,134       | $383 
$383 
$383                | $195,190 
$219,978 
$206,517 |                                               |                                 |                                              



Note 9. Fair Value of Financial Instruments

The company has been evaluating the carrying value of CMP Group's investment in NEON Communications, Inc. because there had been a significant decline in the market value of NEON common shares prior to the writedown. That decline was consistent with the market performance of telecommunications businesses as a whole. A decline was determined to be other than temporary during the third quarter of 2001 and the investment was written down to its fair market value at September 30, 2001. That writedown totaled $46 million after taxes, or 39 cents per share.

During the first quarter of 2002, the company determined that an additional decline in NEON's market value was other than temporary and wrote down the cost basis of the investment in NEON to $2 million, based on the closing market price of NEON common shares on March 31, 2002. The writedown, which totaled $6 million after taxes, or five cents per share, was reflected in the company's earnings for the first quarter of 2002. In the second quarter of 2002, the NEON common shares were delisted from NASDAQ and NEON filed a reorganization plan under the U.S. Bankruptcy Code. The company wrote off its remaining $2 million investment, and the write-down of $1.2 million after taxes, or one cent per share is reflected in the company's earnings for the second quarter of 2002.

The investment in NEON was classified as available-for-sale, accounted for by the cost method and carried at its fair value, with changes in fair value recognized in other comprehensive income. No income or loss related to the investment in NEON was included in the company's operating income in earlier periods.

Note 10. Segment Information

Energy East's electric delivery business consists of its regulated transmission, distribution and generation operations in Maine and New York; 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 income, interest expense and operating expenses; intersegment eliminations; and nonutility businesses.

CMP's electric delivery business, which it conducts in the State of Maine, consists of its regulated transmission and distribution operations. Other consists of CMP's corporate assets.

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

RG&E's electric delivery business consists of its regulated transmission, distribution and generation operations. Its natural gas delivery business consists of its regulated transportation, storage and distribution operations. RG&E operates in the State of New York. Other consists of RG&E's corporate assets.



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

|                                                          | ElectricDelivery                         | Natural GasDelivery                  | Other                       | Total                                     
|--------------------------------------------------------- | ---------------------------------------- | ------------------------------------ | --------------------------- | ------------------------------------------
|Three Months Ended                                        |                                          | (Thousands)                          |                            
|June 30, 2002                                             |                                          |                                      |                             |                                           
|Operating Revenues
   Energy East
   CMP
   NYSEG
   RG&E | $504,364 
$139,208 
$365,098 
$167,599   | $165,087 
-      
$60,347 
$51,208   | $45,423 
-      
-      
-  | $714,874 
$139,208 
$425,445 
$218,807    
|Net Income (Loss)
   Energy East
   CMP
   NYSEG
   RG&E  | $17,639 
$5,293 
$16,320 
$(10,576)      | $(2,036)
-      
$(3,175)
$(6,433)   | $(10,280)
-      
-      
- | $5,323 
$5,293 
$13,145 
$(17,009)        
|June 30, 2001                                             |                                          |                                      |                             |                                           
|Operating Revenues
   Energy East
   CMP
   NYSEG
   RG&E | $592,781 
$192,472 
$400,220 
$176,558   | $181,610 
-      
$55,320 
$49,858   | $74,619 
-      
-      
-  | $849,010 
$192,472 
$455,540 
$226,416    
|Net Income (Loss)
   Energy East
   CMP
   NYSEG
   RG&E  | $36,994 
$3,775 
$39,242 
$14,801        | $(8,977)
-      
$(6,023)
$(3,286)   | $(1,443)
-      
-      
-  | $26,574 
$3,775 
$33,219 
$11,515         
|Six Months Ended                                          |                                          |                                      |                             |                                           
|June 30, 2002                                             |                                          |                                      |                             |                                           
|Operating Revenues
   Energy East
   CMP
   NYSEG
   RG&E | $1,135,404 
$339,822 
$795,472 
$336,556 | $510,055 
-      
$187,227 
$160,541 | $97,993 
-      
-      
-  | $1,743,452 
$339,822 
$982,699 
$497,097  
|Net Income (Loss)
   Energy East
   CMP
   NYSEG
   RG&E  | $94,595 
$28,575 
$74,810 
$(3,386)      | $39,145 
-      
$7,956 
$7,106      | $(22,847)
-     
-     
-   | $110,893 
$28,575 
$82,766 
$3,720        
|June 30, 2001                                             |                                          |                                      |                             |                                           
|Operating Revenues
   Energy East
   CMP
   NYSEG
   RG&E | $1,280,787 
$422,632 
$857,982 
$365,617 | $694,823 
-      
$223,019 
$190,965 | $144,538 
-      
-      
- | $2,120,148 
$422,632 
$1,081,001 
$556,582
|Net Income (Loss)
   Energy East
   CMP
   NYSEG
   RG&E  | $123,337 
$26,020 
$109,704 
$44,134     | $26,298 
-      
$3,113 
$10,269     | $(7,460)
-      
-      
-  | $142,175 
$26,020 
$112,817 
$54,403      



|- continued                                              | ElectricDelivery                               | Natural GasDelivery                    | Other                                 | Total                                          
|-------------------------------------------------------- | ---------------------------------------------- | -------------------------------------- | ------------------------------------- | -----------------------------------------------
|Total Assets                                             |                                                | (Thousands)                            |                                      
|June 30, 2002
   Energy East
   CMP
   NYSEG
   RG&E     | $5,842,243 
$1,723,365 
$2,104,319 
$1,846,222 | $2,854,915 
-      
$684,436 
$448,296 | $1,905,675 
$8,545 
$79,084 
$110,264 | $10,602,833 
$1,731,910 
$2,867,839 
$2,404,782
|December 31, 2001
   Energy East
   CMP
   NYSEG
   RG&E | $4,175,280 
$1,857,157 
$2,164,929 
$1,844,523 | $2,467,647 
-      
$674,852 
$476,980 | $626,305 
$8,643 
$174,642 
$131,504  | $7,269,232 
$1,865,800 
$3,014,423 
$2,453,007 

Note 11. Reclassifications

Certain amounts have been reclassified on the unaudited financial statements to conform with the 2002 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 involve risks and uncertainties and that could cause actual results to differ materially from those contemplated in any forward-looking statements include, among others: the deregulation and continued regulatory unbundling of a vertically integrated 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 and ISO New England, Inc.; the operation of a RTO; the ability to control NUG and other costs; changes in fuel supply or cost and the success of strategies to satisfy power requirements now that most 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 Connecticut Energy Corporation, CMP Group, CTG Resources, Inc., Berkshire Energy Resources and RGS Energy with its operations; market risk; the ability to obtain adequate and timely rate relief; nuclear, terrorist 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, NYSEG and RG&E for fiscal year ended December 31, 2001, Item 7A - Quantitative and Qualitative Disclosures About Market Risk.)

Commodity Price Risk: NYSEG has hedged 100% of its expected residential natural gas load through September 2002 with futures contracts. NYSEG has filed for a gas adjustment clause for residential customers that would become effective in October 2002. (See Item 2(a) - Liquidity and Capital Resources, NYSEG Natural Gas Rate Filings.)

NYSEG uses electricity contracts and contracts for differences (CFDs), which are financial contracts with features similar to commodity swap agreements, 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 96% of its expected electric energy requirements for the remainder of 2002, 67% for 2003 and 62% for 2004.

NYSEG's electric rate settlement provides for a reconciliation and true-up of certain actual power supply costs during 2002; therefore, the supply cost risk for 2002 is substantially eliminated. (See report on Form 10-K for Energy East and NYSEG for fiscal year ended December 31, 2001, Item 7 - Liquidity and Capital Resources, NYSEG Electric Rate Settlement.)

RG&E faces commodity price risk that relates to market fluctuations in the price of natural gas and electricity. Under its electric settlement, RG&E's electric rates were capped at specified levels through June 30, 2002. Owned electric generation and long-term supply contracts significantly reduce RG&E's exposure to market fluctuations for procurement of its electric supply. RG&E has filed a request with the NYPSC for new electric rates commencing in January 2003. The rate request proposes offering electric customers a choice between one-year fixed price and monthly variable price offerings. Both pricing options will further reduce RG&E's exposure to market price fluctuations in the electric wholesale market. However, RG&E will continue to bear the risk of operating performance at the generating plants it owns, as well as NMP2, for which RG&E holds a power purchase agreement. As of June 30, 2002, the NYPSC had not ruled on the rate request. Therefore, RG&E's current fixed electric rates will likely remain in effect until a new rate order is issued by the NYPSC. A new rate order is expected to be issued in March 2003.

While owned generation provides RG&E with a natural hedge against electric price risk, it also subjects it to operating risk. Operating risk is managed through a combination of strict operating and maintenance practices and the use of generation insurance and derivative contracts. In the event RG&E's generation assets fail to perform as planned, generation insurance reduces RG&E's exposure to electric price spikes in the summer months. In addition, RG&E relies on various derivative contracts to cover supply positions and commitments and to hedge energy price exposure. Derivative contracts are entered into solely to optimize resources in conjunction with serving customers.

The broad and continued decline in credit quality across the energy marketing industry combined with the withdrawal of many entities from energy trading operations could limit the company's ability to place financial hedges with counterparties that meet its credit requirements. While the company has been successful in implementing its hedging strategies with qualified counterparties, continued contraction and credit deterioration across the energy marketing industry may adversely affect the company 's ability to effectively implement its hedging strategies going forward.

PART II - OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

Energy East CorporationEnergy East's Annual Meeting of Stockholders was held on June 14, 2002. The election of two directors was voted on:

|Nominees          | Votes For  | Votes Withheld
|----------------- | ---------- | --------------
|John M. Keeler    | 98,210,739 | 2,112,066     
|Peter J. Moynihan | 98,597,696 | 1,725,109     

Central Maine Power CompanyCMP's Annual Meeting of Stockholders was held on June 14, 2002. The election of three directors was voted on:

|Nominees             | Votes For | Votes Withheld
|-------------------- | --------- | --------------
|Sara J. Burns        | 3,121,680 | -             
|Kenneth M. Jasinski  | 3,121,680 | -             
|Wesley W. von Schack | 3,121,680 | -             

New York State Electric & Gas CorporationOn June 14, 2002, Energy East Corporation, which was the owner of all of the outstanding shares of NYSEG's common stock, by written consent in lieu of the annual meeting of stockholders, elected Kenneth M. Jasinski, Ralph R. Tedesco and Wesley W. von Schack directors of NYSEG. (See Item 2(a) - Liquidity and Capital Resources, Energy East Corporation and RGS Energy Merger.)

Rochester Gas and Electric CorporationOn June 28, 2002, RGS Energy Group, Inc., a wholly-owned subsidiary of Energy East Corporation and the owner of all of the outstanding shares of RG&E's common stock, by written consent in lieu of the annual meeting of stockholders, elected Kenneth M. Jasinski, Paul C. Wilkens and Wesley W. von Schack directors of RG&E.

Item 6.  Exhibits and Reports on Form 8-K(a)  Exhibits - See Exhibit Index.

(b)  The following reports on Form 8-K were filed during the quarter:

Energy East filed a Form 8-K on June 28, 2002, to report certain information under Item 2, "Acquisition or Disposition of Assets."

RG&E filed a Form 8-K on June 6, 2002, to report certain information under Item 5, "Other Events" and Item 7, "Financial Statements and Exhibits."





Signatures

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



|Date:  August 12, 2002 | ENERGY EAST CORPORATION
                  (Registrant)
By /s/ Robert E. Rude           Robert E. Rude
           Vice President and Controller
           (Principal Accounting Officer)                                                             
|---------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Date:  August 12, 2002 | CENTRAL MAINE POWER COMPANY
                  (Registrant)
By /s/ Curtis I. Call           Curtis I. Call
           Vice President, Controller & Treasurer
           (Principal Financial Officer)                                                 
|Date:  August 12, 2002 | NEW YORK STATE ELECTRIC & GAS CORPORATION
                  (Registrant)
By /s/ Sherwood J. Rafferty           Sherwood J. Rafferty
           Senior Vice President and 
           Chief Financial Officer
           (Principal Financial Officer)
|Date:  August 12, 2002 | ROCHESTER GAS AND ELECTRIC CORPORATION
                  (Registrant)
By /s/ Mark Keogh           Mark Keogh
           Vice President, Treasurer & Secretary
           (Principal Financial Officer)                                               



EXHIBIT INDEX

The following exhibits are delivered with this report:

|Registrant                                | Exhibit No. | Description of Exhibit                                                                                                                                                                                                                                            
|----------------------------------------- | ----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Energy East Corporation                   | 4-5         | Fifth Supplemental Indenture between the Company and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee, dated as of April 8, 2002 related to the Indenture between the Company and JPMorgan Chase Bank, as Trustee, dated as of August 31, 2000.
|                                          | 4-6         | Sixth Supplemental Indenture between the Company and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee, dated as of June 14, 2002 related to the Indenture between the Company and JPMorgan Chase Bank, as Trustee, dated as of August 31, 2000.
|New York State Electric & Gas Corporation | 3-17        | By-Laws of the Company as amended June 28, 2002.                                                                                                                                                                                                                  
|                                          | (A)10-32    | Amendment No. 3 to Supplemental Executive Retirement Plan, amended and restated effective August 1, 2001.                                                                                                                                                         
|Rochester Gas and Electric Corporation    | 3-6         | By-Laws of the Company as amended June 28, 2002.                                                                                                                                                                                                                  
|                                          | (A)10-26    | Employment Agreement dated June 28, 2002, for P. C. Wilkens.                                                                                                                                                                                                      
|                                          | (A)10-27    | Separation Agreement and General Release between T. S. Richards, Energy East Corporation and RGS Energy Group, Inc., dated June 28, 2002.                                                                                                                         
|                                          | (A)10-28    | Amendment No. 1 to Supplemental Retirement Benefit Program, effective November 1, 2001.                                                                                                                                                                           
|                                          | (A)10-29    | Amendment No. 2 to Supplemental Retirement Benefit Program, effective May 1, 2002.                                                                                                                                                                                
|                                          | (A)10-30    | Amendment No. 1 to Supplemental Executive Retirement Program, effective November 1, 2001.                                                                                                                                                                         
|                                          | (A)10-31    | Amendment No. 2 to Supplemental Executive Retirement Program, effective May 1, 2002.