Exhibit 3(iii)(4) State of New York
}
 ss:Department of State
} I hereby
certify that the annexed copy has been compared with the original document in
the custody of the Secretary of State and that the same is a true copy of said
original. Witness
my hand and seal of the Department of State on March 16, 2007 (STAMP)

(SIGNATURE)Special Deputy
 Secretary of State DOS-1266 (Rev. 11/05)   CERTIFICATE OF
AMENDMENT

of the

CERTIFICATE OF
INCORPORATION

of

CENTRAL HUDSON GAS
& ELECTRIC CORPORATION

under Section 805 of the Business Corporation Law

We,
Paul J. Ganci and Ellen Ahearn, being respectively the President and Chief
Operating Officer and an Assistant Secretary of Central Hudson Gas &
Electric Corporation, a New York corporation (hereinafter referred to as the
Corporation), do hereby
certify:

1.       The
name of the Corporation is CENTRAL HUDSON GAS & ELECTRIC CORPORATION.

2.       The
Certificate of Consolidation forming the Corporation was filed in the Office of
the Secretary of State of the State of New York on December 31, 1926.

3.       The
Certificate of Consolidation of the Corporation as heretofore amended, was last
restated in the Restated Certificate of Incorporation filed in the Office of
the Secretary of State of the State of New York on August 14, 1989 and a
Certificate of Amendment of the Restated Certificate of Incorporation was
thereafter filed in the Office of the Secretary of State of the State of New York on April 5, 1990.

- 1 -

Pursuant
to the Certificates described in this Paragraph 3, the Corporation is presently
authorized to issue 1,200,000 shares having a par value of $100 per share of
serial preferred stock. The only series of serial preferred stock heretofore
issued and presently outstanding are the series designated 4 1/2% Cumulative
Preferred Stock, of which 70,300 shares have been issued and are outstanding,
4.75% Cumulative Preferred Stock, of which 20,000 shares have been issued and
are outstanding, Cumulative Preferred Stock, Series D, of which 60,000 shares
have been issued and are outstanding, 4.96% Cumulative Preferred Stock, Series
E, of which 60,000 shares have been issued and are outstanding, 7.72%
Cumulative Preferred Stock, of which 130,000 shares have been issued and are outstanding, 7.44% Cumulative
Preferred Stock, Series G, of which 120,000 shares have been issued and are
outstanding, 8.40% Cumulative Preferred Stock, of which 150,000 shares have
been issued and are outstanding and Adjustable Rate Cumulative Preferred Stock,
Series A, of which 192,000 shares have been issued and are outstanding.

4.       The
Certificate of Incorporation, as amended, is hereby amended pursuant to Section
502 of the Business Corporation Law by the addition of new subparagraphs (l)
and (m) of Paragraph 5 of the Certificate of Incorporation stating the numbers,
designations, preferences, privileges and voting powers of the shares of two
new series of such serial preferred stock and the restrictions or
qualifications thereof as fixed by the board of direc-



- 2 -
certinc.by1tors before issuance of such
series. The first new series shall be designated 6.80% Redeemable Cumulative
Preferred Stock, hereinafter sometimes referred to as the 6.80% Preferred Stock, of which 150,000 shares are
presently to be issued, and the second new series shall be designated 6.20%
Redeemable Cumulative Preferred Stock, hereinafter sometimes referred to as the
6.20% Preferred Stock, of which 200,000 shares are presently to be issued.

A.     New
subparagraph (l) shall be as follows:

(l)
     6.80% Redeemable Cumulative Preferred Stock. The holders of the 6.80%
Redeemable Cumulative Preferred Stock (hereinafter referred to as 6.80%
Preferred Stock) shall be entitled to receive, before any dividends on the
Common Stock shall be paid or set apart for payment, but only when and as
declared by the Board of Directors and only from the surplus of the
Corporation, dividends at the rate of 6.80% per annum payable quarterly on the
first days of January, April, July and October in each year commencing
with a payment on January 1, 1994. Such dividends shall accrue from the date
of original issuance. Such dividends shall be cumulative so that if for any
quarterly dividend period all dividends on the 6.80% Preferred Stock at the
rate aforesaid shall not have been declared and paid, or a sum sufficient for
the payment thereof set apart and appropriated to such payment, the deficiency
shall be paid, or a sum sufficient for the payment thereof set apart and appropriated
to such

- 3 -
certinc.by1payment,
before any dividends shall be declared or paid upon the Common Stock. The
holders of the 6.80% Preferred Stock shall not be entitled to receive any
dividends in excess of said cumulative dividends at the rate aforesaid and no
interest shall accrue upon dividends in arrears.

The
holders of the 6.80% Preferred Stock shall be entitled to receive, before any
payment or distribution of the assets of the Corporation shall be made to the
holders of the Common Stock, (a) $106.80 per share upon any voluntary
dissolution, liquidation or winding-up of the Corporation resulting in a
distribution of assets to its shareholders if effected on or before October 1,
2003, and an amount per share equal to the then optional redemption price (set
forth below in the fourth paragraph of this subparagraph (1)) applicable on the
date any such event is effected, if effected after October 1, 2003, and (b)
$100 per share upon any involuntary dissolution, liquidation or winding-up of
the Corporation resulting in a distribution of assets to its shareholders, plus
in each case an amount equal to 6.80% per annum on the par amount of said stock
for the aggregate of all periods in respect of which dividends thereon shall
not have been paid; and after the payment above provided for, the holders of
the 6.80% Preferred Stock shall have no right or claim to any of the remaining
assets of the Corporation. The consolidation or merger of the Corporation with
or into any other corporation or corporations shall not be deemed to be a
liquida-



- 4 -
certinc.by1tion, dissolution or
winding-up of the Corporation unless the effect thereof shall be to cause a
distribution of assets among its shareholders.

Unless
at any time dividends on the 6.80% Preferred Stock at the rate of 6.80% per annum
shall not have been paid for periods aggregating one year or more, the holders
of the 6.80% Preferred Stock, as such, shall not, except as otherwise provided
by law, be entitled to notice of any meeting of the shareholders of the
Corporation, nor shall they have any voting powers whatsoever upon the 6.80%
Preferred Stock of the Corporation held by them respectively, except that the
holders of the 6.80% Preferred Stock shall at all times be entitled to vote or
act, separately as a class, with respect to any proposal to authorize any
amendment of the certificate of incorporation which alters the preferences of
outstanding shares of the 6.80% Preferred Stock, or which authorizes shares
having preferences which are in any respect superior to the preferences of the
outstanding shares of the 6.80% Preferred Stock, or which increases the
authorized amount of the serial preferred stock, and the consent or affirmative
vote of the holders of record of two-thirds of the outstanding shares of the
6.80% Preferred Stock shall be required for any such amendment; and
specifically the holders of the 6.80% Preferred stock are hereby excluded from
the right to vote in any proceeding requiring approval of the shareholders of
a corporation pursuant to statutory law of the State of New York for



- 5 -
certinc.by1guaranteeing
the bonds of another corporation, for sale of franchises or property, for
consolidation, for voluntary dissolution or for change of name. In case,
however, at any time dividends on the 6.80% Preferred Stock at the rate of
6.80% per annum shall not have been paid for periods aggregating one year or
more, then, and until full cumulative dividends upon the 6.80% Preferred Stock
shall have been paid, the holders of the 6.80% Preferred Stock (a) shall have
the right, together with holders of all other serial preferred stock in respect
to which the same right shall be conferred, to elect a majority of the members
of the Board of Directors of the Corporation, and (b) as to all matters other
than the election of directors, shall have the same voting rights as the
holders of Common Stock except as to matters with respect to which they are
given the right to vote separately as a class as above provided. Whenever the
holders of the 6.80% Preferred Stock shall become so entitled, either
separately or together with the holders of other serial preferred stock as
aforesaid, to elect a majority of the members of the Board of Directors, and
upon the written request of the holders of record of at least five percent (5%)
of the total number of shares of serial preferred stock then outstanding and
entitled to such right of election, addressed to the Secretary of the
corporation, a special meeting of the holders of serial preferred stock
entitled to such right of election and the holders of Common Stock shall be
called for the purpose of electing directors. At such meeting, the holders of
serial preferred stock and the



- 6 -
certinc.by1holders of
Common Stock shall vote separately, and the holders of serial preferred stock
present in person or by proxy at such meeting shall be entitled to elect, by a
plurality of votes cast by them, a majority of the members of a new Board of
Directors of the Corporation, and the holders of Common Stock present in person
or by proxy shall be entitled to elect, by a plurality of votes cast by them,
the remainder of the new Board of Directors. The persons so elected as
directors shall thereupon constitute the Board of Directors of the Corporation,
and the terms of office of the previous directors of the Corporation shall
thereupon terminate. The term a majority of the members of the Board of
Directors as herein used shall mean one more than one-half of the total number
of directors provided for by the by-laws, regardless of the number then in
office, and in case one-half of such number shall not be a whole number, such
one-half shall be the next smaller whole number. In the event of any vacancy in
the Board of Directors among the directors elected by the holders of serial
preferred stock, such vacancy may be filled by the other directors elected by
them, and if not so filled may be filled by the holders of serial preferred
stock entitled to the right of election as aforesaid at a special meeting of
the holders of said stock called for that purpose, and such a meeting shall be
called upon the written request of at least five percent (5%) of the total
number of shares of serial preferred stock then outstanding and entitled to
such right of election. If and when, however, full cumulative dividends upon
the 6.80% Preferred Stock

- 7 -
certinc.by1shall at any
subsequent time be paid, then, and thereupon, such power of the holders of the
6.80% Preferred Stock to vote shall cease except as to the matters above
specified with respect to which the holders of the 6.80% Preferred Stock shall
at all times be entitled to vote or act; subject, however, to being again
revived at any subsequent time if there shall again be default in payment of
dividends upon the 6.80% Preferred Stock for periods aggregating one year or
more as aforesaid. Whenever such power of the holders of 6.80% Preferred Stock
and of all other serial preferred stock to vote shall cease, the proper officer
of the Corporation may and upon the written request of the holders of record of
five percent (5%) of the total number of shares of Common Stock then
outstanding shall call a special meeting of the holders of Common Stock for the
purpose of electing directors. At any meeting so called, the holders of a
majority of the Common Stock then outstanding, present in person or by proxy,
shall be entitled to, elect, by a plurality of votes, a new Board of Directors
of the Corporation. The persons so elected as directors shall thereupon
constitute the Board of Directors of the Corporation, and the terms of office
of the previous directors of the Corporation shall thereupon terminate.

Prior
to October 1, 2003, the Corporation may not redeem any of the 6.80% Preferred
Stock. On and after October 1, 2003, the 6.80% Preferred Stock may be redeemed
by the Corporation
in whole or in part on any date, at the option of the Board

- 8 -
certinc.by1of Directors, upon not less
than thirty (30) days notice to the holders of record of the 6.80% Preferred
Stock, given in such manner as may be prescribed by the by-laws or by
resolutions of the Board of Directors, by payment in cash, for each share of
the 6.80% Preferred Stock so to be redeemed, at the redemption prices set forth
below:

If redeemed during the
  12 months beginning October 1:

Redemption Price ($):2003

103.972004

103.682005

103.402006

103.122007

102.832008

102.552009

102.272010

101.982011

101.702012

101.422013

101.132014

100.852015

100.572016

100.282017 and thereafter

100.00
;and in addition thereto an
amount equal to 6.80% per annum to the date of redemption on the par amount of
each such share for the aggregate of all periods in respect of which dividends
thereon shall not have been paid. If less than all of the outstanding shares
are to be redeemed, selection of the shares to be redeemed shall be made in
such manner as may be prescribed by resolution of the Board of Directors. From
and after the date fixed in any such notice as the date of redemption (unless
default shall be made by the Corporation in payment of the redemption price),
all dividends on
the 6.80% Preferred Stock thereby called for redemp-

- 9 -
certinc.by1tion shall cease to accrue, and all rights of the
holders thereof as shareholders of the Corporation, except the right to receive
the redemption price, shall cease and determine. Such redemption may be effected either by payment out of surplus
of the Corporation or by reduction of capital stock pursuant to legal
proceedings for that purpose or as may otherwise be permitted by law.

As
a sinking fund for the redemption of the 6.80% Preferred Stock on October 1, 2003, and on each October 1 thereafter,
the Corporation shall redeem 6,000 shares of the 6.80% Preferred Stock (or the number of shares of 6.80% Preferred Stock
then outstanding if less than 6,000), in each case by payment in cash of an
amount of $100.00 per share and in addition thereto
an amount equal to 6.80% per annum to the date of redemption on the par amount
of each such share for the aggregate of all periods in respect to which
dividends thereon shall not have been
paid. The foregoing obligation of the Corporation to redeem 6.80% Preferred Stock annually shall be
cumulative. At its option, the Corporation may credit against any sinking fund redemption required by this paragraph any
shares of 6.80% Preferred stock redeemed
pursuant to the optional redemption provisions of
the immediately preceding paragraph or as otherwise acquired by the Corporation except that shares of
the 6.80% Preferred Stock redeemed
pursuant to the immediately following sentence
shall not reduce the Corporations sinking fund requirements. At its option, on October 1, 2003, and on
each October 1,




- 10 -
certinc.by1thereafter, the Corporation may also redeem up to
6,000 additional shares of the 6.80%
Preferred Stock (or the number of shares of 6.80% Preferred Stock then
outstanding, if less than 6,000), in each
case by payment in cash of an amount of $100.00 per share and in addition thereto an amount equal to 6.80%
per annum to the date of redemption
on the par amount of each such share for the aggregate of all periods in
respect to which dividends thereon shall
not have been paid. The Corporations right to redeem in the immediately preceding sentence shall not be
cumulative and shall not be exercised when the sinking fund redemption required
by this paragraph shall be in arrears. Selection of the shares to be redeemed pursuant
to this paragraph shall be made in such manner as may be prescribed by the
Board of Directors which is designed to result, as nearly as
practicable, in a redemption pro-rata among
the holders of the 6.80% Preferred Stock. Any redemption pursuant to
this paragraph shall be upon not less than thirty
(30) days notice to the holders of record of the 6.80% Preferred Stock
to be so redeemed, given in such manner as may be prescribed by the by-laws or by resolutions of the Board of Directors.
From and after the date for redemption pursuant to this paragraph (unless default shall be made by the Corporation in
payment of the redemption price), all dividends on the 6.80% Preferred Stock subject to such redemption shall
cease to accrue, and all rights of the holders thereof as shareholders
of the Corporation, except the right to receive the redemption price, shall cease and
determine. Such redemption may be effected

- 11 -
certinc.by1either
by payment out of surplus of the Corporation or by reduction of capital
stock pursuant to legal proceedings for that purpose or as may otherwise be
permitted by law. The Corporation shall not declare or pay or set apart any
dividend for the Common Stock or any other class of stock ranking junior to the
6.80% Preferred
Stock, or make any payment on account of, or set apart money for a sinking or
analogous fund for, the purchase, redemption or other retirement of Common
Stock or any other class of stock ranking junior to the 6.80% Preferred Stock, or make
any distribution
in respect thereof, either directly or indirectly, and whether in cash or
property or obligations or stock of the Corporation, unless at the date of declaration in
the case of any other such dividend, or at the date of any such payment, setting apart
distribution, (a) full cumulative sinking fund redemptions required by this
paragraph shall have been made and (b) full cumulative dividends for all past
dividend periods and for the then current dividend period shall have been paid or
declared and set apart for payment on the then outstanding 6.80% Preferred
Stock,
other than shares of 6.80% Preferred Stock previously or then to be called for
redemption. The Corporation shall not redeem or purchase any shares ranking on a parity
with the 6.80% Preferred Stock as to assets or dividends, pursuant to any sinking fund (which term
shall include any analogous requirement) for the redemption of purchase of such shares, and
shall not set apart money for any such fund, at any time when the sinking fund redemption required by
this paragraph shall be in arrears; except


- 12 -
certinc.by1that, at any time when the
sinking fund redemption required by this paragraph shall be in arrears
and when arrears exist in any sinking or
analogous retirement fund required for any shares ranking as aforesaid on a parity with the 6.80%
Preferred Stock, the Corporation may
redeem or purchase for the respective funds shares of 6.80% Preferred Stock and such other shares, pro rata, as
nearly as practicable, according to the amounts in dollars of the arrears in the redemption, or purchases
required for the respective funds.

No
holder of 6.80% Preferred Stock (unless and except to the extent that the
privilege of purchasing or subscribing for any
stock of the Corporation or any securities convertible into stock of the
Corporation may be given to the holders of any subsequent series of serial
preferred stock as hereinafter stated), shall be entitled, as of right, to purchase
or subscribe for any stock of the Corporation of any class, as now or hereafter authorized, or any
bonds, debentures or other securities convertible into stock of the Corporation, but any such
stock, or such securities convertible into stock of the Corporation, may be issued and
disposed of, in the discretion of the Board of Directors, to such persons,
firms or corporations, for such lawful consideration and upon such terms, as may be
deemed advisable by the Board of Directors; and any shares, or such convertible
obligations, which the Board of
Directors may determine to offer for subscription to holders of stock
may be offered to holders of


- 13 -
certinc.by1stock of any
class to the exclusion of holders of stock of any other class or classes.

The
holders of any subsequent series of serial preferred stock shall not be given
voting powers with respect thereto, greater than the voting powers given to
the holders of the 6.80% Preferred Stock or the privilege of purchasing or
subscribing for any stock of the Corporation or any securities convertible into
stock of the Corporation or of exchanging shares of such series for shares of
any other class or of any other series of the same or any other class, unless
by appropriate corporate action the same powers and privileges be given to the
holders of all of the serial preferred stock then outstanding.

B.      
 New subparagraph (m) shall be as follows:

(m)
6.20% Redeemable Cumulative Preferred Stock. The holders of the 6.20%
Redeemable Cumulative Preferred Stock (hereinafter referred to as 6.20%
Preferred Stock) shall be entitled to receive, before any dividends on the
Common Stock shall be paid or set apart for payment, but only when and as
declared by the Board of Directors and only from the surplus of the
Corporation, dividends at the rate of 6.20% per annum payable quarterly on the
first days of January, April, July and October in each year commencing with a
payment on January 1, 1994. Such dividends shall accrue from the date of
original issuance. Such dividends shall be cumulative so that if for
any quarterly







- 14 -
certinc.by1dividend
period all dividends on the 6.20% Preferred Stock at the rate aforesaid shall
not have been declared and paid, or a sum sufficient for the payment thereof
set apart and appropriated to such payment, the deficiency shall be paid, or a
sum sufficient for the payment thereof set apart and appropriated to such
payment, before any dividends shall be declared or paid upon the Common Stock.
The holders of the 6.20% Preferred Stock shall not be entitled to receive any
dividends in excess of said cumulative dividends at the rate aforesaid and no
interest shall accrue upon dividends in arrears.

The
holders of the 6.20% Preferred Stock shall be entitled to receive, before any
payment or distribution of the assets of the Corporation shall be made to the
holders of the Common Stock, (a) $106.20 per share upon any voluntary
dissolution, liquidation or winding-up of the Corporation resulting in a
distribution of assets to its shareholders if effected on or before October 1,
2003, and $100 per share if effected thereafter, and (b) $100 per share upon
any involuntary dissolution, liquidation or winding-up of the Corporation
resulting in a distribution of assets to its shareholders, plus in each case an
amount equal to 6.20% per annum on the par amount of said stock for the
aggregate of all periods in respect of which dividends thereon shall not have
been paid; and after the payment above provided for, the holders of the 6.20%
Preferred Stock shall have no right or claim to any of the remaining assets of
the Corpora-




- 15 -
certinc.by1tion. The
consolidation or merger of the Corporation with or into any other corporation
or corporations shall not be deemed to be a liquidation, dissolution or
winding-up of the Corporation unless the effect thereof shall be to cause a
distribution of assets among its shareholders.

Unless
at any time dividends on the 6.20% Preferred Stock at the rate of 6.20% per
annum shall not have been paid for periods aggregating one year or more, the
holders of the 6.20% Preferred Stock, as such, shall not, except as otherwise
provided by law, be entitled to notice of any meeting of the shareholders of
the Corporation, nor shall they have any voting powers whatsoever upon the
6.20% Preferred Stock of the Corporation held by them respectively, except that
the holders of the 6.20% Preferred Stock shall at all times be entitled to vote
or act, separately as a class, with respect to any proposal to authorize any
amendment of the certificate of incorporation which alters the preferences of
outstanding shares of the 6.20% Preferred Stock, or which authorizes shares
having preferences which are in any respect superior to the preferences of the
outstanding shares of the 6.20% Preferred Stock, or which increases the
authorized amount of the serial preferred stock, and the consent or affirmative
vote of the holders of record; of two-thirds of the outstanding shares of the
6.20% Preferred Stock shall be required for any such amendment; and
specifically the holders of the 6.20% Preferred Stock are hereby excluded from
the right to vote in any




- 16 -
certinc.by1proceeding
requiring approval of the shareholders of a corporation pursuant to statutory
law of the State of New York for guaranteeing the bonds of another corporation,
for sale of franchises or property, for consolidation, for voluntary
dissolution or for change of name. In case, however, at any time dividends on
the 6.20% Preferred Stock at the rate of 6.20% per annum shall not have been
paid for periods aggregating one year or more, then, and until full cumulative
dividends upon the 6.20% Preferred Stock shall have been paid, the holders of
the 6.20% Preferred Stock (a) shall have the right, together with holders of
all other serial preferred stock in respect to which the same right shall be
conferred, to elect a majority of the members of the Board of Directors of the Corporation,
and (b) as to all matters other than the election of directors, shall have the
same voting rights as the holders of Common Stock except as to matters
with respect to which they are given the right to vote separately as a class as
above provided. Whenever the holders of the 6.20% Preferred Stock shall become
so entitled, either separately or together with the holders of other serial
preferred stock as aforesaid, to elect a majority of the members of the Board
of Directors, and upon the written request of the holders of record of at
least five percent (5%) of the total number of shares of serial preferred stock
then outstanding and entitled to such right of election, addressed to the
Secretary of the Corporation, a special meeting of the holders of serial
preferred stock entitled to such right of election and the holders of Common




- 17 -
certinc.by1Stock shall be called for the purpose of electing
directors. At such meeting, the holders of
serial preferred stock and the holders of Common Stock shall vote
separately, and the holders of serial
preferred stock present in person or by proxy at such meeting shall be entitled
to elect, by a plurality of votes cast by them, a majority of the
members of a new Board of Directors of the
Corporation, and the holders of Common Stock present in person or by proxy
shall be entitled to elect, by a plurality of votes cast by them, the remainder of the new Board of Directors. The persons so elected
as directors shall
thereupon constitute the Board of Directors of the Corporation, and the terms
of office of the previous directors of the Corporation shall thereupon terminate.
The term a majority of the members of the Board of Directors as herein used
shall mean one more than one-half of the total number of directors provided for
by the by-laws, regardless of the number then in office, and in case one-half
of such number shall not be a whole number, such one-half shall be the
next smaller whole number. In the event of any vacancy in the Board of Directors among the directors elected
by the holders of serial preferred
stock, such vacancy may be filled by the other directors elected by
them, and if not so filled may be filled by the holders of serial preferred
stock entitled to the right of election as aforesaid at a special meeting of the holders
of said stock called for that purpose, and such a meeting shall be called upon
the written request of at least five percent (5%) of the total number of shares
of serial preferred stock then

- 18 -
certinc.by1outstanding and entitled to such right of election. If
and when, however, full cumulative dividends upon the 6.20% Preferred Stock
shall at any subsequent time be paid, then, and thereupon, such power of the
holders of the 6.20% Preferred Stock to vote shall cease except as to the
matters above specified with respect to which the holders of the 6.20%
Preferred Stock shall at all times be entitled to vote or act; subject,
however, to being again revived at any subsequent time if there shall again be
default in payment of dividends upon the 6.20% Preferred Stock for periods
aggregating one year or more as aforesaid. Whenever such power of the holders
of 6.20% Preferred Stock and of all other serial preferred stock to vote shall
cease, the proper officer of the Corporation may and upon the written request
of the holders of record of five percent (5%) of the total number of shares of
Common Stock then outstanding shall call a special meeting of the holders of
Common Stock for the purpose of electing directors. At any meeting so called,
the holders of a majority of the Common Stock then outstanding, present in
person or by proxy, shall be entitled to elect, by a plurality of votes, a new
Board of Directors of the Corporation. The persons so elected as directors
shall thereupon constitute the Board of Directors of the Corporation, and the
terms of office of the previous directors of the Corporation shall thereupon
terminate.

Prior
to October 1, 2003, the Corporation may not redeem any of the 6.20% Preferred
Stock. On and after October 1,

- 19 -
certinc.by12003, the 6.20% Preferred Stock may be redeemed by the
Corporation in whole or in part on any date, at the option of the Board of
Directors, upon not less than thirty (30) days notice to the holders of record
of the 6.20% Preferred Stock, given in such manner as may be prescribed by
the by-laws or by resolutions of the Board of Directors, by payment in cash,
for each share of the 6.20% Preferred Stock so to be redeemed, at a redemption
price of $100 per share, and in addition thereto an amount equal to 6.20% per
annum to the date of redemption on the par amount of each such share for the
aggregate of all periods in respect of which dividends thereon shall not have
been paid. If less than all of the outstanding shares are to be redeemed,
selection of the shares to be redeemed shall be made in such manner as may be
prescribed by resolution of the Board of Directors. From and after the date
fixed in any such notice as the date of redemption (unless default shall be
made by the Corporation in payment of the redemption price), all dividends on
the 6.20% Preferred Stock thereby called for redemption shall cease to accrue,
and all rights of the holders thereof as shareholders of the Corporation,
except the right to receive the redemption price, shall cease and determine.
Such redemption may be effected either by payment out of surplus of the
Corporation or by reduction of capital stock pursuant to legal proceedings for
that purpose or as may otherwise be permitted by law.

- 20 -
certinc.by1As
a sinking fund for the redemption of the 6.20% Preferred Stock, on October 1,
2003, and on each October 1 thereafter through and including October 1, 2007,
the Corporation shall redeem 10,000 shares of the 6.20% Preferred Stock (or the
number of shares of 6.20% Preferred Stock then outstanding if less than
10,000), in each case by payment in cash of an amount of $100.00 per share and
in addition thereto an amount equal to 6.80% per annum to the date of
redemption on the par amount of each such share for the aggregate of all
periods in respect to which dividends thereon shall not have been paid. The
Corporation shall redeem all shares of the 6.80% Preferred Stock outstanding on
October 1, 2008, by payment, in cash of an amount of $100.00 per share and in
addition thereto an amount equal to 6.20% per annum to the date of redemption
on the par amount of each such share for the aggregate of all periods in
respect of which dividends thereon shall not have been paid. The foregoing
obligation of the Corporation to redeem 6.20% Preferred Stock annually shall be
cumulative. At its option, the Corporation may credit against any sinking fund
redemption required by this paragraph any shares of 6.20% Preferred Stock
redeemed pursuant to the optional redemption provisions of the immediately
preceding paragraph or as otherwise acquired by the Corporation. Selection of the
shares to be redeemed pursuant to this paragraph shall be made in such manner
as may be prescribed by the Board
of Directors which is designed to result, as nearly as practicable, in a
redemption pro-rata among the holders of the

- 21 -
certinc.byl6.20% Preferred Stock. Any
redemption pursuant to this paragraph shall be upon not less than thirty (30)
days, notice to the holders of record of the 6.20% Preferred Stock to be so
redeemed, given in such manner as may be prescribed by the by-laws or by
resolutions of the Board of Directors. From and after the date for redemption
pursuant to this paragraph (unless default shall be made by the Corporation in payment
of the redemption price), all dividends on the 6.20% Preferred Stock subject to
such redemption shall cease to accrue, and all rights of the holders thereof as
shareholders of the Corporation, except the right to receive the redemption
price, shall cease and determine. Such redemption may be effected either by
payment out of surplus of the Corporation or by reduction of capital stock
pursuant to legal proceedings for that purpose or as may otherwise be permitted
by law. The Corporation shall not declare or pay or set apart any dividend for
the Common Stock or any other class of stock ranking junior to the 6.20%
Preferred Stock, or make any payment on account of, or set apart money for a
sinking or analogous fund for, the purchase, redemption or other retirement of
Common Stock or any other class of stock ranking Junior to the 6.20% Preferred
Stock, or make any distribution in respect thereof, either directly or
indirectly, and whether in cash or property or obligations or stock of the
Corporation, unless at the date of declaration in the case of any other such
dividend, or at the date of any such payment, setting apart distribution, (a)
full cumulative sinking fund redemptions required by this

- 22 -
certinc.bylparagraph shall have been made and (b) full cumulative
dividends for all past dividend
periods and for the then current dividend period shall have been paid or
declared and set apart for payment on the then outstanding 6.20% Preferred
Stock, other than shares of 6.20% Preferred Stock previously or then to be called
for redemption. The Corporation shall not redeem or purchase any shares ranking
on a parity with the 6.20% Preferred Stock as to assets or dividends, pursuant
to any sinking fund (which term shall include any analogous requirement) for
the redemption of purchase of such shares, and shall not set apart money for
any such fund, at any time when the sinking fund redemption required by this
paragraph shall be in arrears; except that, at any time when the sinking fund
redemption required by this paragraph shall be in arrears and when arrears
exist in any sinking or analogous retirement fund required for any shares
ranking as aforesaid on a parity with the 6.20% Preferred Stock, the
Corporation may redeem or purchase for the respective funds shares of 6.20% Preferred
Stock and such other shares, pro rata, as nearly as practicable, according to
the amounts in dollars of the arrears in the redemption, or purchases required,
for the respective funds.

No
holder of 6.20% Preferred stock (unless and except to the extent that
the privilege of purchasing or subscribing for any stock of the Corporation or
any securities convertible into stock of the Corporation may be given to the
holders of any subsequent series of serial preferred stock as hereinafter stat-

- 23 -
certinc.byled), shall be entitled, as of right, to purchase or
subscribe for any stock of the Corporation
of any class, as now or hereafter authorized, or any bonds, debentures
or other securities convertible into stock
of the Corporation, but any such stock, or such securities convertible into
stock of the Corporation, may be issued and disposed of, in the discretion of
the Board of Directors, to such persons, firms or corporations, for such lawful
consideration and upon such terms, as may be deemed advisable by the Board of
Directors; and any shares, or such convertible obligations, which the Board of
Directors may determine to offer for subscription to holders of stock may be
offered to holders of stock of any class to the exclusion of holders of stock
of any other class or classes.

The
holders of any subsequent series of serial preferred stock shall not be
given voting powers with respect thereto,
greater than the voting powers given to the holders of the 6.20% Preferred
Stock or the privilege of purchasing or subscribing for any stock of the Corporation or any securities convertible into stock
of the Corporation or of
exchanging shares of such
series for shares of any other class or of any other series of the same or any
other class, unless by appropriate corporate action
the same powers and privileges be given to the holders of all of the
serial preferred stock then outstanding.

5.        This
amendment to the Certificate of Incorporation of the Corporation was
authorized pursuant to the authority granted


- 24 -
certinc.by1in
Paragraph 5(b) of said Certificate of Incorporation by the affirmative vote of
a majority of the Directors present at a meeting of the Board of Directors held on the 24th
day of September, 1993, a quorum being present.

IN
WITNESS WHEREOF, we made and subscribed this Certificate this
8th day of October, 1993. AND (ILLEGIBLE) THE
STATEMENTS MADE HEREIN AS TRUE UNDER
THE PENALTIES OF PERJURY.

-s- Paul J. GanciPaul J. GanciPresident andChief Operating Officer-s- Ellen AhearnEllen AhearnAssistant Secretary- 25 -
certinc.by1STATE
OF NEW YORK
PUBLIC SERVICE COMMISSION

Albany,
N.Y., October 18, 1993

CASE 93-M-0450 -
Petition of Central Hudson
  Gas & Electric Corporation for authority
  to issue and sell in one or more series not more than 600,000 shares of
  preferred stock, par value $100, and for an amendment to the companys
  Certificate of Incorporation.*
*
*
*
*The
Public Service Commission hereby consents to and approves this Certificate of
Amendment of the Certificate of Incorporation of Central Hudson Gas &
Electric Corporation under Section 805 of the Business Corporation Law,
executed October 8, 1993, in accordance with the order of the Public Service
Commission dated September 29, 1993.

By
  the Commission,(SIGNATURE)Secretary- 26 -

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

CENTRAL HUDSON GAS
& ELECTRIC CORPORATION

STATE
  OF NEW YORKDEPARTMENT
  OF STATEOCT 19 1993FILED:TAXS:BY:
(SIGNATURE)HISCOCK & BARCLAYSUITE 11001 KEYCORP PLAZAALBANY, NY 12207-3411- 27 -