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

FORM 10-Q



(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the quarterly period ended  March 31, 2003

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) 434-3049www.energyeast.com | 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

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

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

As of April 30, 2003, shares of common stock outstanding for each registrant were:

|Registrant                                | Description                   | Shares        
|----------------------------------------- | ----------------------------- | --------------
|Energy East Corporation                   | Par value $.01 per share      | 145,507,319   
|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 Corporation and Rochester Gas and Electric Corporation. Information contained herein relating to any individual registrant is filed by such registrant on its own behalf. Each registrant makes no representation as to information relating to the other registrants.





|Item | TABLE OF CONTENTS                                                                                                                                                                                                                                                                                                                                                                 | Page                
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------
|     | 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 IncomeConsolidated Balance SheetsConsolidated Statements of Cash FlowsConsolidated Statements of Retained EarningsConsolidated Statements of Comprehensive IncomeManagement's Discussion and Analysis of Financial Condition 
    and Results of Operations
  (a)Liquidity and Capital Resources(b)Results of Operations     | 1
2
4
5
5
6
12      
|     | Central Maine Power Company
  Consolidated Statements of IncomeConsolidated Balance SheetsConsolidated Statements of Cash FlowsConsolidated Statements of Retained EarningsConsolidated Statements of Comprehensive IncomeManagement'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
  Balance SheetsStatements of IncomeStatements of Cash FlowsStatements of Retained EarningsStatements of Comprehensive IncomeManagement's Discussion and Analysis of Financial Condition 
    and Results of Operations
  (a)Liquidity and Capital Resources(b)Results of Operations                                                    | 22
24
25
26
26
27
28
|     | Rochester Gas and Electric Corporation
  Balance SheetsStatements of IncomeStatements of Cash FlowsStatements of Retained EarningsManagement's Discussion and Analysis of Financial Condition 
    and Results of Operations
  (a)Liquidity and Capital Resources(b)Results of Operations                                                                                         | 30
32
33
34
35
36   



|Item           | TABLE OF CONTENTS - continued                                        | Page 
|-------------- | -------------------------------------------------------------------- | -----
|1              | Notes to Financial StatementsForward-looking Statements              | 38
44
|3              | Quantitative and Qualitative Disclosures About Market Risk           | 45   
|4              | Controls and Procedures                                              | 46   
|               | PART II - OTHER INFORMATION                                          |      
|6              | Exhibits and Reports on Form 8-K(a) Exhibits
(b) Reports on Form 8-K | 46
46
|Signatures     | 47                                                                  
|Certifications | 48                                                                  
|Exhibit Index  | 56                                                                  



PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Energy East CorporationConsolidated Statements of Income - (Unaudited)

|Three months ended March 31                                   | 2003       | 2002     
|------------------------------------------------------------- | ---------- | ---------
|                                                              |            |          
|(Thousands, except per share amounts)                         |            |          
|Operating Revenues                                            |            |          
|Utility                                                       | $1,398,825 | $976,008 
|Nonutility                                                    | 240,521    | 52,570   
|                                                              |            |          
|Total Operating Revenues                                      | 1,639,346  | 1,028,578
|                                                              |            |          
|Operating Expenses                                            |            |          
|Electricity purchased and fuel used in generation
    Utility | 321,581    | 292,408  
|Nonutility                                                    | 36,787     | 13,545   
|Natural gas purchased
    Utility                             | 401,839    | 188,123  
|Nonutility                                                    | 49,211     | 21,607   
|Gasoline, propane and oil purchased, nonutility               | 107,977    | 1,229    
|Other operating expenses
    Utility                          | 185,737    | 124,605  
|Nonutility                                                    | 24,594     | 16,618   
|Maintenance                                                   | 47,310     | 34,825   
|Depreciation and amortization                                 | 77,911     | 46,143   
|Other taxes                                                   | 86,085     | 50,606   
|                                                              |            |          
|Total Operating Expenses                                      | 1,339,032  | 789,709  
|                                                              |            |          
|Operating Income                                              | 300,314    | 238,869  
|Writedown of Investment                                       | -          | 10,115   
|Other (Income)                                                | (4,748)    | (7,269)  
|Other Deductions                                              | 1,868      | 1,834    
|Interest Charges, Net                                         | 68,282     | 55,911   
|Preferred Stock Dividends of Subsidiaries                     | 8,419      | 7,592    
|                                                              |            |          
|Income Before Income Taxes                                    | 226,493    | 170,686  
|Income Taxes                                                  | 91,029     | 65,116   
|                                                              |            |          
|Net Income                                                    | $135,464   | $105,570 
|                                                              |            |          
|Earnings Per Share, basic and diluted                         | $.93       | $.90     
|                                                              |            |          
|Dividends Paid Per Share                                      | $.25       | $.24     
|                                                              |            |          
|Average Common Shares Outstanding, basic                      | 145,096    | 116,720  
|                                                              |            |          
|Average Common Shares Outstanding, diluted                    | 145,215    | 116,720  
|                                                              |            |          





Energy East CorporationConsolidated Balance Sheets - (Unaudited)

|                                              | March 31, 2003 | Dec. 31,  
2002
|--------------------------------------------- | -------------- | ---------------
|                                              |                |                
|(Thousands)                                   |                |                
|Assets                                        |                |                
|Current Assets                                |                |                
|Cash and cash equivalents                     | $260,184       | $250,490       
|Special deposits                              | 98,964         | 47,643         
|Accounts receivable, net                      | 917,541        | 737,876        
|Fuel, at average cost                         | 40,103         | 117,678        
|Materials and supplies, at average cost       | 24,187         | 22,953         
|Accumulated deferred income tax benefits, net | 16,286         | 8,697          
|Prepayments and other current assets          | 113,004        | 86,167         
|                                              |                |                
|Total Current Assets                          | 1,470,269      | 1,271,504      
|                                              |                |                
|Utility Plant, at Original Cost               |                |                
|Electric                                      | 5,899,925      | 5,803,576      
|Natural gas                                   | 2,353,847      | 2,347,011      
|Common                                        | 359,404        | 360,776        
|                                              |                |                
|                                              | 8,613,176      | 8,511,363      
|Less accumulated depreciation                 | 3,732,386      | 3,877,164      
|                                              |                |                
|Net Utility Plant in Service                  | 4,880,790      | 4,634,199      
|Construction work in progress                 | 180,268        | 179,557        
|                                              |                |                
|Total Utility Plant                           | 5,061,058      | 4,813,756      
|                                              |                |                
|Other Property and Investments, Net           | 452,358        | 452,710        
|                                              |                |                
|Regulatory and Other Assets                   |                |                
|Regulatory assets                             |                |                
|Nuclear plant obligations                     | 447,168        | 524,679        
|Unfunded future income taxes                  | 232,923        | 234,487        
|Unamortized loss on debt reacquisitions       | 44,280         | 45,353         
|Demand-side management program costs          | 7,225          | 8,394          
|Environmental remediation costs               | 105,684        | 106,262        
|Nonutility generator termination agreements   | 114,486        | 116,782        
|Other                                         | 487,683        | 361,960        
|                                              |                |                
|Total regulatory assets                       | 1,439,449      | 1,397,917      
|                                              |                |                
|Other assets                                  |                |                
|Goodwill, net                                 | 1,542,637      | 1,518,173      
|Prepaid pension benefits                      | 564,603        | 540,426        
|Other                                         | 291,204        | 262,401        
|                                              |                |                
|Total other assets                            | 2,398,444      | 2,321,000      
|                                              |                |                
|Total Regulatory and Other Assets             | 3,837,893      | 3,718,917      
|                                              |                |                
|Total Assets                                  | $10,821,578    | $10,256,887    
|                                              |                |                





Energy East Corporation
Consolidated Balance Sheets - (Unaudited)

|                                                                                                                                                                                                                                                      | March 31, 2003          | Dec. 31,  
2002        
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------- | -----------------------
|                                                                                                                                                                                                                                                      |                         |                        
|(Thousands)                                                                                                                                                                                                                                           |                         |                        
|Liabilities                                                                                                                                                                                                                                           |                         |                        
|Current Liabilities                                                                                                                                                                                                                                   |                         |                        
|Current portion of long-term debt                                                                                                                                                                                                                     | $486,224                | $545,404               
|Notes payable                                                                                                                                                                                                                                         | 281,200                 | 322,200                
|Accounts payable and accrued liabilities                                                                                                                                                                                                              | 426,533                 | 361,499                
|Interest accrued                                                                                                                                                                                                                                      | 69,834                  | 44,310                 
|Taxes accrued                                                                                                                                                                                                                                         | 98,620                  | 30,036                 
|Other                                                                                                                                                                                                                                                 | 215,011                 | 200,927                
|                                                                                                                                                                                                                                                      |                         |                        
|Total Current Liabilities                                                                                                                                                                                                                             | 1,577,422               | 1,504,376              
|                                                                                                                                                                                                                                                      |                         |                        
|Regulatory and Other Liabilities                                                                                                                                                                                                                      |                         |                        
|Regulatory liabilities                                                                                                                                                                                                                                |                         |                        
|Deferred income taxes                                                                                                                                                                                                                                 | 195,632                 | 203,926                
|Gain on sale of generation assets                                                                                                                                                                                                                     | 144,071                 | 152,648                
|Pension benefits                                                                                                                                                                                                                                      | 63,430                  | 67,205                 
|Other                                                                                                                                                                                                                                                 | 118,906                 | 104,937                
|                                                                                                                                                                                                                                                      |                         |                        
|Total regulatory liabilities                                                                                                                                                                                                                          | 522,039                 | 528,716                
|                                                                                                                                                                                                                                                      |                         |                        
|Other liabilities                                                                                                                                                                                                                                     |                         |                        
|Deferred income taxes                                                                                                                                                                                                                                 | 753,366                 | 702,426                
|Nuclear plant obligations                                                                                                                                                                                                                             | 288,897                 | 314,013                
|Other postretirement benefits                                                                                                                                                                                                                         | 396,002                 | 391,049                
|Asset retirement obligation                                                                                                                                                                                                                           | 420,927                 | -                      
|Environmental remediation costs                                                                                                                                                                                                                       | 127,968                 | 133,933                
|Other                                                                                                                                                                                                                                                 | 401,202                 | 408,841                
|                                                                                                                                                                                                                                                      |                         |                        
|Total other liabilities                                                                                                                                                                                                                               | 2,388,362               | 1,950,262              
|                                                                                                                                                                                                                                                      |                         |                        
|Total Regulatory and Other Liabilities                                                                                                                                                                                                                | 2,910,401               | 2,478,978              
|                                                                                                                                                                                                                                                      |                         |                        
|Long-term debt                                                                                                                                                                                                                                        | 3,291,808               | 3,351,959              
|                                                                                                                                                                                                                                                      |                         |                        
|Total Liabilities                                                                                                                                                                                                                                     | 7,779,631               | 7,335,313              
|                                                                                                                                                                                                                                                      |                         |                        
|Commitments                                                                                                                                                                                                                                           | -                       | -                      
|Preferred Stock of Subsidiaries Company-obligated mandatorily redeemable trust preferred 
   securities of subsidiary holding solely parent debentures
 Redeemable solely at the option of subsidiaries
 Subject to mandatory redemption requirements | 345,000 
91,009 
25,000 | 345,000 
90,962 
25,000
|Common Stock Equity
 Common stock                                                                                                                                                                                                                     | 1,455                   | 1,455                  
|Capital in excess of par value                                                                                                                                                                                                                        | 1,443,602               | 1,447,664              
|Retained earnings                                                                                                                                                                                                                                     | 1,160,647               | 1,061,428              
|Accumulated other comprehensive (loss)                                                                                                                                                                                                                | (18,579)                | (34,167)               
|Deferred compensation                                                                                                                                                                                                                                 | (4,307)                 | -                      
|Treasury stock, at cost                                                                                                                                                                                                                               | (1,880)                 | (15,768)               
|                                                                                                                                                                                                                                                      |                         |                        
|Total Common Stock Equity                                                                                                                                                                                                                             | 2,580,938               | 2,460,612              
|                                                                                                                                                                                                                                                      |                         |                        
|Total Liabilities and Stockholders' Equity                                                                                                                                                                                                            | $10,821,578             | $10,256,887            
|                                                                                                                                                                                                                                                      |                         |                        





Energy East CorporationConsolidated Statements of Cash Flows - (Unaudited)



|Three months ended March 31                                                                       | 2003      | 2002     
|------------------------------------------------------------------------------------------------- | --------- | ---------
|                                                                                                  |           |          
|(Thousands)                                                                                       |           |          
|Operating Activities                                                                              |           |          
|Net income                                                                                        | $135,464  | $105,570 
|Adjustments to reconcile net income to net cash
  provided by operating activities                |           |          
|Depreciation and amortization                                                                     | 104,548   | 49,537   
|Income taxes and investment tax credits deferred, net                                             | 28,460    | 2,796    
|Pension income                                                                                    | (11,632)  | (17,548) 
|Writedown of investment                                                                           | -         | 10,115   
|Changes in current operating assets and liabilities                                               |           |          
|Accounts receivable, net                                                                          | (189,589) | (22,977) 
|Inventory                                                                                         | 76,864    | 39,641   
|Prepayments and other current assets                                                              | (27,283)  | (9,989)  
|Accounts payable and accrued liabilities                                                          | 60,739    | (34,913) 
|Interest accrued                                                                                  | 25,519    | 21,813   
|Taxes accrued                                                                                     | 70,198    | 80,115   
|Other current liabilities                                                                         | 16,308    | (19,324) 
|Other assets                                                                                      | (946)     | 37,729   
|Other liabilities                                                                                 | 23,606    | 70       
|                                                                                                  |           |          
|Net Cash Provided by Operating Activities                                                         | 312,256   | 242,635  
|                                                                                                  |           |          
|Investing Activities                                                                              |           |          
|Utility plant additions                                                                           | (48,259)  | (32,524) 
|Other property and investments additions                                                          | (7,410)   | (4,411)  
|Other property and investments sold                                                               | 1,067     | 3,713    
|Special deposits                                                                                  | (52,403)  | (345)    
|Other                                                                                             | (1,364)   | 159      
|                                                                                                  |           |          
|Net Cash Used in Investing Activities                                                             | (108,369) | (33,408) 
|                                                                                                  |           |          
|Financing Activities                                                                              |           |          
|Issuance of common stock                                                                          | 948       | 476      
|Repurchase of common stock                                                                        | -         | (1,749)  
|Repayments of first mortgage bonds and preferred
   stock of subsidiaries, including net premiums | (40,440)  | (440)    
|Long-term note repayments                                                                         | (1,907)   | (1,371)  
|Notes payable three months or less, net                                                           | (37,000)  | (81,683) 
|Notes payable repayments                                                                          | (83,935)  | (3,000)  
|Dividends on common stock                                                                         | (31,859)  | (24,650) 
|                                                                                                  |           |          
|Net Cash Used in Financing Activities                                                             | (194,193) | (112,417)
|                                                                                                  |           |          
|Net Increase in Cash and Cash Equivalents                                                         | 9,694     | 96,810   
|Cash and Cash Equivalents, Beginning of Period                                                    | 250,490   | 437,014  
|                                                                                                  |           |          
|Cash and Cash Equivalents, End of Period                                                          | $260,184  | $533,824 
|                                                                                                  |           |          





Energy East CorporationConsolidated Statements of Retained Earnings - (Unaudited)



|Three months ended March 31      | 2003       | 2002      
|-------------------------------- | ---------- | ----------
|                                 |            |           
|(Thousands)                      |            |           
|Balance, Beginning of Period     | $1,061,428 | $998,281  
|                                 |            |           
|Add net income                   | 135,464    | 105,570   
|                                 |            |           
|Deduct dividends on common stock | 36,245     | 28,003    
|                                 |            |           
|Balance, End of Period           | $1,160,647 | $1,075,848
|                                 |            |           





Energy East CorporationConsolidated Statements of Comprehensive Income - (Unaudited)



|Three months ended March 31                                                                                                                                 | 2003     | 2002    
|----------------------------------------------------------------------------------------------------------------------------------------------------------- | -------- | --------
|                                                                                                                                                            |          |         
|(Thousands)                                                                                                                                                 |          |         
|Net income                                                                                                                                                  | $135,464 | $105,570
|Other comprehensive income, net of tax                                                                                                                      |          |         
|Net unrealized gains (losses) on investments, net of income tax
    (expense) benefit of $(252) for 2003 and $4,604 for 2002                                | 386      | (6,425) 
|Reclassification adjustment for losses included in net income, 
    net of income tax benefit of $4,215 for 2002                                            | -        | 5,900   
|Unrealized gains on derivatives qualified as hedges, net of
    income tax expense of $(18,753) for 2003 and $(13,535) for 2002                             | 28,820   | 20,215  
|Reclassification adjustment for (gains) losses included in net income,
    net of income tax expense (benefit) of $9,031 for 2003 and $(6,493)
    for 2002 | (13,618) | 10,495  
|                                                                                                                                                            |          |         
|Net unrealized gains on derivatives qualified as hedges                                                                                                     | 15,202   | 30,710  
|                                                                                                                                                            |          |         
|Total other comprehensive income                                                                                                                            | 15,588   | 30,185  
|                                                                                                                                                            |          |         
|Comprehensive Income                                                                                                                                        | $151,052 | $135,755
|                                                                                                                                                            |          |         





Item 2.

Energy East Corporation

(a) Liquidity and Capital Resources

Restructuring 
In 2002 Energy East Corporation (Energy East or the company) initiated a corporate restructuring to achieve optimum organizational efficiency and effectiveness. The savings from that initiative are essential for the company to meet the rate reduction or efficiency targets imputed in utility rates by regulators, as well as to meet the expectations of customers and investors. In the fourth quarter of 2002 Energy East recorded $41 million of restructuring expenses related to its voluntary early retirement and involuntary severance programs at six of its operating companies. There was no change during the first quarter of 2003 in the related liability recorded. The voluntary early retirement resulted in a decline of 486 employees in the first quarter of 2003, including 34 from Central Maine Power Company (CMP), 210 from New York State Electric & Gas Corporation (NYSEG) and 176 from Rochester Gas and Electric Corporation (RG&E). Collectively the voluntary early retirement and involuntary severance programs are expected to result in a decline in overall employee headcount of approximately 650, or 8%, by the end of 2003. Integration savings, previously estimated at over $80 million annually, are now expected to be approximately $100 million by 2006. These savings, which include operating expenses and capital, will come from the consolidation of functions such as accounting, finance, information services and supply chain, as well as the implementation of other merger-enabled initiatives across the six operating utilities. On March 18, 2003, Energy East filed an application with the Securities and Exchange Commission (SEC) requesting authorization to form a shared services company that will provide those functions. Energy East expects that the SEC will act on the request in the second half of 2003. (See report on Form 10-K for Energy East, CMP, NYSEG and RG&E for fiscal year ended December 31, 2002, Item 7 - Liquidity and Capital Resources, Restructuring.)

Electric Delivery Business

Regional Transmission Organization (RTO): 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 RTO. (See report on Form 10-K for Energy East, CMP, NYSEG and RG&E for fiscal year ended December 31, 2002, Item 7 - Electric Delivery Business, Regional Transmission Organization.) NYSEG, CMP and RG&E have consistently advocated the formation of a Northeast/Mid-Atlantic RTO, including PJM Interconnection, L.L.C. (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.

On January 16, 2003, ISO New England, Inc. (ISO New England) announced that it would work with New England transmission owners to seek input and the advice of all market participants, regulators and other stakeholders to pursue the creation of a New England-only RTO. ISO New England and the NYISO are considering individual RTO filings and better coordination with neighboring systems. CMP, NYSEG and RG&E are participating in these efforts.

FERC Standard Market Design: In October 2001 FERC commenced a proceeding to consider national standard market design (SMD) issues and in July 2002 issued a Notice of Proposed Rulemaking (the SMD NOPR). The SMD NOPR proposes rules that would require, among

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

Energy East Corporation



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. CMP, NYSEG and RG&E filed comments jointly with other transmission owners in November 2002 and in early 2003. On April 28, 2003, the FERC issued a white paper on SMD in which the FERC accommodates greater regional flexibility and seeks further comments. CMP, NYSEG and RG&E plan to submit comments. The SMD white paper includes a preference for energy markets based on locational marginal pricing (LMP), which represents a significant change for some regions of the country. The NYISO and ISO New England already operate markets based on LMP. A final SMD rule is expected in the second half of 2003. The companies are unable to predict SMD's ultimate effect, if any, on their results of operations or financial position.

Transmission Planning and Expansion and Generation Interconnection: In June and July 2001 FERC issued orders that address a number of transmission planning and expansion issues that would directly affect CMP, NYSEG and RG&E as transmission owners. The FERC orders discuss giving exclusive responsibility for the transmission planning process to a Northeast RTO, rather than the transmission owners, and also discuss redefining the cost-sharing responsibilities of interconnecting generators for transmission expansion costs. In April 2002 and August 2002 FERC issued NOPRs regarding generation interconnection terms, conditions and cost allocation. FERC is expected to issue a final rule in 2003. Additional transmission planning and expansion proposals are included in the SMD NOPR. The company is unable to predict the ultimate effect, if any, of the expected rulemakings on its transmission system or on future capital expenditures.

In January 2003 FERC issued a proposed policy statement on transmission pricing. FERC proposes a 50 basis point return on equity adder on facilities over which transmission owners turn control to an RTO. The NYISO and ISO New England satisfy most of the requirements of an RTO. In addition, FERC proposes that unaffiliated third parties will receive the equivalent of an additional 150 basis point adder applicable to transmission facilities that transmission owning utilities divest. Finally, FERC proposes a 100 basis point adder for new transmission facilities found appropriate through an RTO planning process. The company filed comments on the FERC's policy proposal in the first half of 2003.

NYISO Demand Curve Proposal: On March 21, 2003, the NYISO filed with the FERC a proposal to amend its services tariff to adopt a demand curve. If implemented, the NYISO would use the demand curve to establish administratively determined electric capacity prices and the quantity of capacity that each load-serving entity, including NYSEG and RG&E, would be required to purchase. NYSEG, RG&E and many other parties filed protests in opposition to the use of a demand curve. The FERC may not permit the NYISO to implement the demand curve or may require significant modifications to it. NYSEG and RG&E are unable to predict the proposed demand curve's ultimate effect, if any, on their results of operations or financial position.

CMP Alternative Rate Plan: In September 2000 the Maine Public Utilities Commission (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. ARP 2000 began January 1, 2001 and continues

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

Energy East Corporation

through December 31, 2007, with price changes, if any, occurring on July 1, in the years 2002 through 2007. In March 2003 CMP submitted its annual ARP filing proposing a decrease of $18 million, which reflects a decrease in ice storm amortization expense and other items.

MPUC Stranded Cost Proceeding: In December 2002 the MPUC initiated an investigation to review CMP's current level of recovery of stranded costs, including the costs associated with decommissioning the Yankee Atomic plant. As ordered by the MPUC in this proceeding, CMP made its initial filing in February 2003, concluding that no change in the current stranded costs rate was appropriate. On April 25, 2003, CMP filed rebuttal testimony supporting the sales forecast used in its initial filing but recommending that rate payers be given credit for lower Maine Yankee costs of $2 million.



RG&E 2002 Electric and Gas Rate Proceeding: In February 2002 RG&E filed a request with the New York State Public Service Commission (NYPSC) for new electric and natural gas rates to go into effect on January 15, 2003. The single year filing, as updated, supported an increase in annual electric rates of $40 million, or 5.7%, and an increase in natural gas rates of $19 million, or 6.6%. In December 2002 the administrative law judge (ALJ) in this proceeding issued a recommended decision that, if approved, would have resulted in a $9 million, or 3.3%, overall increase for natural gas service and no increase for electric service.

On March 7, 2003, the NYPSC issued an order in the proceeding authorizing a $16 million electric revenue requirement reduction. The order requires a $16 million increase in the amortization of previously deferred costs, without increasing electric rates. The NYPSC also limited the natural gas rate increase to $6 million, or 1.9%. The rate decision set the cost of equity at 9.96%, with an equity ratio 41.4% and an overall weighted cost of capital of 8.11%. The NYPSC also credited to customers $55 million of electric earnings that, according to the NYPSC, exceeded a preset level under the five-year rate plan that expired on June 30, 2002, subject to a final audit of the fifth year amount. The NYPSC also ignored the costs of replacement power that will be incurred during the required Ginna nuclear plant refueling outage in the fall of 2003.

RG&E is disappointed with the decision because it ignores the record that was developed in the proceeding, reverses many of the recommendations of the ALJ without adequate explanation and does not provide adequate revenue for RG&E to earn its authorized rate of return. RG&E plans to file a new rate case in May 2003 for an increase in electric and natural gas rates to recover costs that RG&E has incurred and will continue to incur in providing safe and reliable electric and natural gas service.

RG&E Cost Deferral Petitions: On April 9, 2003, RG&E filed a petition with the NYPSC requesting the deferral for future recovery of costs, including interest, for restoration work resulting from a severe ice storm that began on April 3, 2003, and replacement power costs to be incurred in 2003 due to a scheduled refueling outage for the Ginna nuclear generating station (Ginna). The costs are currently estimated to be in excess of $15 million for repairs required due to the ice storm and $16 million for the Ginna replacement power.

On April 29, 2003, RG&E received a response from the NYPSC that indicated the NYPSC's history of allowing net prudent costs of this nature, that have a material effect on earnings, to be deferred and recovered from customers, and acknowledged that those costs are not

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

Energy East Corporation

currently included in RG&E's rates. Based on the NYPSC letter, RG&E believes that recovery is probable and, therefore, will defer those costs in accordance with generally accepted accounting principles, pending approval from the NYPSC, which is expected midyear.

Ginna Relicensing: The Ginna station operating license expires in 2009. In July 2002 RG&E filed a license renewal application with the Nuclear Regulatory Commission (NRC), which, if approved, would extend the license to September 19, 2029. The NRC has deemed the application complete. The NRC held two sets of public meetings in 2002, and plans to hold one more in 2003. RG&E's renewal application was unopposed. A decision on this matter is expected by the end of June 2004.

RG&E Union Vote:On April 1, 2003, RG&E's electric and gas field operations personnel voted to be represented by the International Brotherhood of Electrical Workers. RG&E recognizes the employees' right to make this decision and respects the collective votes of its employees.

Manufactured Gas Plant Remediation Recovery: RG&E and NYSEG began cost contribution actions against FirstEnergy Corp. (formerly GPU, Inc.) in federal district court; RG&E in the Western District of New York in August 2000 and NYSEG in the Northern District of New York in April 2003. The actions are for both past and future costs incurred for the investigation and remediation of inactive manufactured gas plant (MGP) sites. The RG&E action is being litigated and mediated concurrently and the parties are in the final stages of discovery. RG&E and NYSEG are unable to predict the outcome of these actions at this time.

Natural Gas Delivery Business

RG&E Natural Gas Supply Agreement: RG&E entered into a two-year supply portfolio management agreement that began in April 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 was designed to ensure that RG&E could reliably meet its customers' supply requirements while seeking to minimize the annual delivered cost of natural gas. RG&E terminated its agreement with Dynegy after Dynegy announced in October 2002 that it would exit the marketing and trading business over the next several months. RG&E entered into a new portfolio management agreement with Entergy-Koch Trading, LP that extends through March 31, 2004, and includes the same reliability and cost-minimization objectives as the prior agreement with Dynegy. RG&E is assessing its position relative to the Dynegy termination and will take appropriate action to resolve any outstanding issues.





NYPSC Collaborative on End State of Energy Competition: In March 2000 the NYPSC instituted a proceeding to address the future of competitive natural gas and electricity markets, including the role of regulated utilities in those markets. Other objectives of the proceeding include identifying and suggesting actions to eliminate obstacles to the development of those competitive markets and providing recommendations concerning Provider of Last Resort and related issues. In a separate phase of this proceeding, the NYPSC

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

Energy East Corporation

issued an order in November 2001 directing the development of embedded cost of service studies for use in implementing unbundled rates. A recommended decision (RD) on the embedded cost of service studies filed by NYSEG and Consolidated Edison was issued on March 24, 2003. The RD discusses the utilities' cost studies and concludes that they generally comply with the NYPSC's directives. The RD recommended adoption of NYSEG's lost revenue recovery mechanisms contained in NYSEG's electric and natural gas joint proposal. Briefs on the recommended decision were filed in April 2003 by NYSEG and RG&E. NYSEG took exception to the RD's treatment of certain costs. RG&E filed its brief on exception, not taking formal exception to any of the RD's proposals, but commenting that given the material differences among utilities, it would be both impossible and improper to impose the conclusions in this RD on the remaining utilities in this proceeding.

Berkshire Gas Union Contract: Effective April 1, 2003, the union contract expired between The Berkshire Gas Company (Berkshire Gas) and the local union of the United Steelworkers of America. Berkshire Gas and the local union have been unable to negotiate a new contract and a work stoppage involving approximately 57% of the workforce is in effect. The net additional cost of operating Berkshire Gas while the work stoppage is in effect is approximately $250,000 to $350,000 per month.

Connecticut Merger-Enabled Gas Supply Savings and Gas Cost Reduction Plan Filings: In 2001 Connecticut Natural Gas Corporation (CNG) and The Southern Connecticut Gas Company (SCG) submitted filings to the Connecticut Department of Public Utility Control (DPUC) regarding merger-enabled gas supply savings (MEGS) and a gas-cost reduction plan, which covered the initial period April 1, 2001, through September 30, 2001. CNG provided calculations for total MEGS of $1.3 million and SCG provided calculations for total MEGS of $2.2 million. On February 26, 2003, based on their understanding of the components of MEGS, the DPUC issued a draft decision on CNG's and SCG's filed MEGS and gas-cost reduction plan results, modifying the MEGS amounts to $134,000 for CNG and $9,000 for SCG. CNG and SCG filed comments and additional detail with regard to the draft decision on April 28, 2003, the DPUC's extended due date. The comments included a discussion of the benchmark standards set in the draft decision and how merger-enabled gas supply savings should be defined, quantified and shared among customers and shareholders. CNG and SCG cannot predict the final outcome of the proceedings.

Investing and Financing ActivitiesInvesting Activities: Capital spending for the first three months of 2003 was $50 million, including nuclear fuel. Capital spending is projected to be $338 million for 2003, including nuclear fuel, and is expected to be paid for with internally generated funds. Capital spending will be primarily for the extension of energy delivery service, necessary improvements to existing facilities, compliance with environmental requirements and governmental mandates and merger integration.



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

Energy East Corporation

Financing Activities: During the three months ended March 31, 2003, the company issued 276,568 shares of common stock out of its treasury stock, at an average price of $19.29 per share, through its Dividend Reinvestment and Stock Purchase Plan.

On February 13, 2003, the company issued 229,230 shares of common stock out of its treasury stock, to certain employees through its Restricted Stock Plan, and recorded deferred compensation of $4.4 million based on the market price of $19.20 per share of common stock on the date of the award. (See Item 1 - Note 4 to Energy East's Consolidated Financial Statements.)

The company plans to file a shelf registration statement with the SEC in May 2003 to sell up to $1 billion in an unspecified combination of debt, preferred stock, common stock and trust preferred securities. The company plans to use the net proceeds from the sale of securities under this shelf registration for general corporate purposes, such as the repurchase or refinancing of securities. The company currently has $5 million available under a previous shelf registration statement.

CMP plans to issue $35 million of 10-year debt in the third quarter of 2003 to help repay $50 million of medium-term notes that will mature in August 2003. Through financial instruments issued in March 2003, CMP has locked in the 10-year treasury rate component of that financing at a fixed rate of 4.105%.

On March 19, 2003, NYSEG filed a shelf registration statement with the SEC to sell up to $300 million in an unspecified combination of debt and preferred stock. NYSEG plans to use the net proceeds from the sale of securities under this shelf registration for general corporate purposes, such as retirement or repurchase of certain of its indebtedness or preferred stock, reduction of short-term debt, financing the development and construction of new facilities and additions to working capital. NYSEG currently has $50 million available under a previous shelf registration statement.

In April 2003 NYSEG redeemed, at a premium, $50 million of 7.55% Series first mortgage bonds callable on April 1, 2003, using commercial paper. The $1.4 million premium on that redemption and the related unamortized debt expense and debt issuance costs will be amortized over the term of the new financing. In July 2003 NYSEG plans to redeem $100 million of 7.45% Series first mortgage bonds callable on July 15, 2003. In May 2003 NYSEG expects to complete, under the shelf registration statements described above, additional senior unsecured financing needed to call its first mortgage bonds and repay the commercial paper. Through financial instruments issued in September 2002, NYSEG has locked in the 10-year treasury rate component of that financing at an average rate of 4.085%.



In January 2003 RG&E used an equity contribution from its parent, RGS Energy, along with internally generated funds, to pay off the remaining $80 million balance of a 7% promissory note that was due to mature in 2014.

During the three months ended March 31, 2003, RG&E paid at maturity $40 million of medium term notes using temporary cash investments and internally generated funds.



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

Energy East Corporation

RG&E plans to file a shelf registration statement with the SEC in May 2003 to sell up to $300 million in debt. RG&E plans to use the net proceeds from the sale of securities under this shelf registration for general corporate purposes, such as retirement or repurchase of certain of its indebtedness or preferred stock, reduction of short-term debt, financing the development and construction of new facilities and additions to working capital. RG&E currently has $75 million available under a previous shelf registration statement.



RG&E plans to issue $75 million of 30-year debt in the third quarter of 2003, in part to repay $40 million of debt that matures in July 2003. Through financial instruments issued in April 2003, Energy East has locked in the 30-year treasury rate component for $50 million of that financing at a fixed rate of 4.902%.

Critical Accounting Policies(See Energy East's report on Form 10-K for fiscal year ended December 31, 2002, Item 7, Critical Accounting Policies.)

Asset Retirement Obligation: As required by Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations, the company recorded a liability for the fair value of its asset retirement obligation on January 1, 2003. The company will adjust the liability to its present value periodically over time, and the capitalized cost will be depreciated over the useful life of the related asset. The determination of the liability includes various assumptions. The primary assumptions are the discount rate and forecasted cash flows. Changes in those assumptions could have a significant effect on the amount of the company's retirement obligation. The company's asset retirement obligation is recovered through rates collected from customers, therefore, the depreciation of the capitalized costs and adjustments to the liability are deferred until those amounts are included in rates. (See Item 1 Note 6 to Energy East's Consolidated Financial Statements.)

(b) Results of Operations

Due to the merger completed in June 2002, the company's results of operations include RGS Energy for the three months ended March 31, 2003.



|Three months ended March 31(Thousands, except per share amounts) | 2003       | 2002       | Change
|---------------------------------------------------------------- | ---------- | ---------- | ------
|Operating Revenues                                               | $1,639,346 | $1,028,578 | 59%   
|Operating Income                                                 | $300,314   | $238,869   | 26%   
|Net Income                                                       | $135,464   | $105,570   | 28%   
|Average Common Shares Outstanding, basic                         | 145,096    | 116,720    | 24%   
|Earnings Per Share, basic and diluted                            | $.93       | $.90       | 3%    
|Dividends Paid Per Share                                         | $.25       | $.24       | 4%    

Earnings per share for the quarter were 93 cents compared to 90 cents for the prior year quarter, and include the nonrecurring item shown in the table below. The decrease in earnings per share, excluding the nonrecurring item, for the 2003 quarter is primarily the result of an electric rate reduction of $205 million ordered by the NYPSC for NYSEG, the company's largest utility. This rate reduction, which became effective March 1, 2002, reduced earnings 16 cents per share. Earnings were further reduced by 4 cents per share due to lower noncash pension income and 5 cents per share due to an increase in the cost of purchased power. Those

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

Energy East Corporation

decreases were significantly offset by 18 cents per share for higher electric and natural gas deliveries (primarily residential and commercial) due to colder winter weather in 2003 and 4 cents per share due to NYSEG's natural gas supply charge, which began October 1, 2002.



|Three months ended March 31                      | 2003 | 2002
|------------------------------------------------ | ---- | ----
|                                                 |      |     
|Earnings Per Share, basic and diluted            | $.93 | $.90
|Writedown of investment in NEON Communications   | -    | .05 
|                                                 |      |     
|Earnings per share, excluding nonrecurring items | $.93 | $.95
|                                                 |      |     

The company provides information on earnings exclusive of nonrecurring items because it believes this information may be helpful to investors in assessing the company's results of ongoing operations. The company cautions investors that its view of nonrecurring items may differ from that of other companies and earnings exclusive of nonrecurring items should not be used as a surrogate for reported earnings prepared in accordance with generally accepted accounting principles.

Operating Results for the Electric Delivery Business



|Three months ended March 31(Thousands) | 2003     | 2002     | Change
|-------------------------------------- | -------- | -------- | ------
|Retail Deliveries - Megawatt-hours     | 8,090    | 5,980    | 35%   
|Operating Revenues                     | $758,713 | $631,040 | 20%   
|Operating Expenses                     | $602,908 | $467,955 | 29%   
|Operating Income                       | $155,805 | $163,085 | (4%)  

Operating revenues were $128 million higher for the quarter primarily as a result of increases of $176 million due to the addition of RG&E's delivery revenues and $22 million due to higher retail deliveries because of colder winter weather in 2003. Those amounts were partially offset by decreases of $17 million because CMP is no longer the standard-offer provider for the supply of electricity effective March 2002 and $40 million due to NYSEG's price reduction effective March 2002 and customers choosing alternate suppliers.

The $135 million increase in operating expenses for the quarter was primarily due to increases of $146 million due to the addition of RG&E's operating expenses; $12 million for purchased power due to both higher market prices and higher retail deliveries because of colder winter weather, offset by the effect of customers choosing alternate suppliers; and $6 million due to lower noncash pension income. Those amounts were partially offset by decreases of $17 million in purchased power because CMP is no longer the standard-offer provider for the supply of electricity effective March 2002.



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

Energy East Corporation

Operating Results for the Natural Gas Delivery Business



|Three months ended March 31(Thousands) | 2003     | 2002     | Change
|-------------------------------------- | -------- | -------- | ------
|Retail Deliveries - Dekatherms         | 89,216   | 56,107   | 59%   
|Operating Revenues                     | $640,112 | $344,968 | 86%   
|Operating Expenses                     | $507,537 | $264,278 | 92%   
|Operating Income                       | $132,575 | $80,690  | 64%   

Operating revenues were $295 million higher for the quarter primarily because of increases of $150 million due to the addition of RG&E's delivery revenues, $76 million due to higher retail deliveries as a result of colder winter weather and $68 million due to gas cost recovery provisions.

Operating expenses increased $243 million for the quarter primarily as a result of increases of $123 million due to the addition of RG&E's operating expenses, $70 million for natural gas purchased costs due to market conditions and after various rate case deferrals, and $45 million for natural gas purchased due to higher retail deliveries because of colder winter weather.



Item 1.  Financial Statements

Central Maine Power CompanyConsolidated Statements of Income - (Unaudited)

|Three months ended March 31                       | 2003     | 2002    
|------------------------------------------------- | -------- | --------
|                                                  |          |         
|(Thousands)                                       |          |         
|Operating Revenues                                |          |         
|Sales and services                                | $176,418 | $200,614
|Operating Expenses                                |          |         
|Electricity purchased and fuel used in generation | 60,638   | 84,690  
|Other operating expenses                          | 46,489   | 46,132  
|Maintenance                                       | 7,370    | 10,513  
|Depreciation and amortization                     | 10,220   | 8,854   
|Other taxes                                       | 6,955    | 5,480   
|                                                  |          |         
|Total Operating Expenses                          | 131,672  | 155,669 
|                                                  |          |         
|Operating Income                                  | 44,746   | 44,945  
|Other (Income)                                    | (987)    | (1,486) 
|Other Deductions                                  | 379      | 336     
|Interest Charges, Net                             | 6,673    | 8,084   
|                                                  |          |         
|Income Before Income Taxes                        | 38,681   | 38,011  
|Income Taxes                                      | 14,578   | 14,728  
|                                                  |          |         
|Net Income                                        | 24,103   | 23,283  
|Preferred Stock Dividends                         | 361      | 361     
|                                                  |          |         
|Earnings Available for Common Stock               | $23,742  | $22,922 
|                                                  |          |         





Central Maine Power CompanyConsolidated Balance Sheets - (Unaudited)

|                                              | March 31, 2003 | Dec. 31,  
2002
|--------------------------------------------- | -------------- | ---------------
|                                              |                |                
|(Thousands)                                   |                |                
|Assets                                        |                |                
|Current Assets                                |                |                
|Cash and cash equivalents                     | $42,813        | $20,415        
|Accounts receivable, net                      | 119,781        | 124,711        
|Materials and supplies, at average cost       | 7,176          | 7,096          
|Accumulated deferred income tax benefits, net | 1,584          | 1,902          
|Prepayments and other current assets          | 4,540          | 6,411          
|                                              |                |                
|Total Current Assets                          | 175,894        | 160,535        
|                                              |                |                
|Utility Plant, at Original Cost               |                |                
|Electric                                      | 1,319,898      | 1,316,023      
|Less accumulated depreciation                 | 506,816        | 499,381        
|                                              |                |                
|Net Utility Plant in Service                  | 813,082        | 816,642        
|Construction work in progress                 | 2,803          | 2,952          
|                                              |                |                
|Total Utility Plant                           | 815,885        | 819,594        
|                                              |                |                
|Other Property                                | 5,783          | 5,880          
|                                              |                |                
|Investment in Associated Companies, at Equity | 24,574         | 27,137         
|                                              |                |                
|Regulatory and Other Assets                   |                |                
|Regulatory assets                             |                |                
|Nuclear plant obligations                     | 185,884        | 211,268        
|Unfunded future income taxes                  | 103,130        | 101,791        
|Unamortized loss on debt reacquisitions       | 9,495          | 9,722          
|Demand-side management program costs          | 7,225          | 8,394          
|Environmental remediation costs               | 4,121          | 4,440          
|Nonutility generator termination agreement    | 6,882          | 7,195          
|Other                                         | 58,134         | 58,259         
|                                              |                |                
|Total regulatory assets                       | 374,871        | 401,069        
|                                              |                |                
|Other assets                                  |                |                
|Goodwill, net                                 | 325,580        | 325,580        
|Prepaid pension benefits                      | 33,357         | 23,124         
|Other                                         | 23,751         | 23,404         
|                                              |                |                
|Total other assets                            | 382,688        | 372,108        
|                                              |                |                
|Total Regulatory and Other Assets             | 757,559        | 773,177        
|                                              |                |                
|Total Assets                                  | $1,779,695     | $1,786,323     
|                                              |                |                





Central Maine Power Company
Consolidated Balance Sheets - (Unaudited)

|                                           | March 31, 2003 | Dec. 31,  
2002
|------------------------------------------ | -------------- | ---------------
|                                           |                |                
|(Thousands)                                |                |                
|Liabilities                                |                |                
|Current Liabilities                        |                |                
|Current portion of long-term debt          | $63,880        | $52,975        
|Accounts payable and accrued liabilities   | 36,944         | 45,551         
|Interest accrued                           | 2,216          | 6,056          
|Other                                      | 65,748         | 54,693         
|                                           |                |                
|Total Current Liabilities                  | 168,788        | 159,275        
|                                           |                |                
|Regulatory and Other Liabilities           |                |                
|Regulatory liabilities                     |                |                
|Deferred income taxes                      | 98,179         | 112,119        
|Gain on sale of generation assets          | 103,810        | 112,009        
|Other                                      | 14,084         | 11,926         
|                                           |                |                
|Total regulatory liabilities               | 216,073        | 236,054        
|                                           |                |                
|Other liabilities                          |                |                
|Deferred income taxes                      | 21,086         | 4,605          
|Nuclear plant obligations                  | 185,884        | 211,268        
|Other postretirement benefits              | 72,456         | 71,236         
|Environmental remediation costs            | 4,479          | 2,987          
|Other                                      | 125,861        | 127,986        
|                                           |                |                
|Total other liabilities                    | 409,766        | 418,082        
|                                           |                |                
|Total Regulatory and Other Liabilities     | 625,839        | 654,136        
|                                           |                |                
|Long-term debt                             | 280,168        | 291,796        
|                                           |                |                
|Total Liabilities                          | 1,074,795      | 1,105,207      
|                                           |                |                
|Commitments                                | -              | -              
|Preferred Stock
 Preferred stock           | 35,571         | 35,571         
|Capital in excess of par value             | (2,675)        | (2,723)        
|Common Stock Equity
 Common stock          | 156,057        | 156,057        
|Capital in excess of par value             | 485,302        | 485,297        
|Retained earnings                          | 55,424         | 31,682         
|Accumulated other comprehensive (loss)     | (24,779)       | (24,768)       
|                                           |                |                
|Total Common Stock Equity                  | 672,004        | 648,268        
|                                           |                |                
|Total Liabilities and Stockholder's Equity | $1,779,695     | $1,786,323     
|                                           |                |                





Central Maine Power CompanyConsolidated Statements of Cash Flows - (Unaudited)

|Three months ended March 31                                                        | 2003    | 2002    
|---------------------------------------------------------------------------------- | ------- | --------
|                                                                                   |         |         
|(Thousands)                                                                        |         |         
|Operating Activities                                                               |         |         
|Net income                                                                         | $24,103 | $23,283 
|Adjustments to reconcile net income to net cash
  provided by operating activities |         |         
|Depreciation and amortization                                                      | 16,384  | 16,183  
|Income taxes and investment tax credits deferred, net                              | 1,527   | 8,010   
|Pension expense                                                                    | -       | 531     
|Changes in current operating assets and liabilities                                |         |         
|Accounts receivable, net                                                           | 4,930   | 9,818   
|Inventory                                                                          | (79)    | 177     
|Prepayments and other current assets                                               | 1,870   | 5,394   
|Accounts payable and accrued liabilities                                           | (8,817) | (17,447)
|Interest accrued                                                                   | (3,839) | (3,032) 
|Taxes accrued                                                                      | 13,074  | 4,997   
|Other current liabilities                                                          | (2,019) | 4,349   
|Asset sale gain amortization                                                       | (8,200) | (16,487)
|Other assets                                                                       | (9,413) | (1,042) 
|Other liabilities                                                                  | 1,318   | (8,070) 
|                                                                                   |         |         
|Net Cash Provided by Operating Activities                                          | 30,839  | 26,664  
|                                                                                   |         |         
|Investing Activities                                                               |         |         
|Utility plant additions                                                            | (7,453) | (10,091)
|Other                                                                              | 115     | 76      
|                                                                                   |         |         
|Net Cash Used in Investing Activities                                              | (7,338) | (10,015)
|                                                                                   |         |         
|Financing Activities                                                               |         |         
|Long-term note repayments                                                          | (742)   | (739)   
|Notes payable three months or less, net                                            | -       | (18,000)
|Dividends on common and preferred stock                                            | (361)   | (361)   
|                                                                                   |         |         
|Net Cash Used in Financing Activities                                              | (1,103) | (19,100)
|                                                                                   |         |         
|Net (Decrease) Increase in Cash and Cash Equivalents                               | 22,398  | (2,451) 
|Cash and Cash Equivalents, Beginning of Period                                     | 20,415  | 20,777  
|                                                                                   |         |         
|Cash and Cash Equivalents, End of Period                                           | $42,813 | $18,326 
|                                                                                   |         |         





Central Maine Power CompanyConsolidated Statements of Retained Earnings - (Unaudited)



|Three months ended March 31         | 2003    | 2002   
|----------------------------------- | ------- | -------
|                                    |         |        
|(Thousands)                         |         |        
|Balance, Beginning of Period        | $31,682 | $31,304
|                                    |         |        
|Add net income                      | 24,103  | 23,283 
|                                    |         |        
|Deduct dividends on preferred stock | 361     | 361    
|                                    |         |        
|Balance, End of Period              | $55,424 | $54,226
|                                    |         |        





Central Maine Power CompanyConsolidated Statements of Comprehensive Income - (Unaudited)



|Three months ended March 31                                                       | 2003    | 2002   
|--------------------------------------------------------------------------------- | ------- | -------
|                                                                                  |         |        
|(Thousands)                                                                       |         |        
|Net income                                                                        | $24,103 | $23,283
|Other comprehensive income, net of tax                                            |         |        
|Net unrealized (loss) on investments net of income tax benefit
    of $7 for 2003 | (11)    | -      
|                                                                                  |         |        
|Total other comprehensive income                                                  | (11)    | -      
|                                                                                  |         |        
|Comprehensive Income                                                              | $24,092 | $23,283
|                                                                                  |         |        





Item 2.

Central Maine Power Company

(a) Liquidity and Capital Resources

Restructuring
See Energy East Corporation's Item 2(a), Restructuring, for this discussion.



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



FERC Standard Market Design: See Energy East Corporation's Item 2(a), Electric Delivery Business, for this discussion.



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







Investing and Financing ActivitiesInvesting Activities: Capital spending for the first three months of 2003 was $7 million. Capital spending is projected to be $42 million for 2003, 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, compliance with environmental requirements and governmental mandates and merger integration.

Financing Activities: CMP plans to issue $35 million of 10-year debt in the third quarter of 2003 to help repay $50 million of medium-term notes that will mature in August 2003. Through financial instruments issued in March 2003, CMP has locked in the 10-year treasury rate component of that financing at a fixed rate of 4.105%.



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

Central Maine Power Company

(b) Results of Operations



|Three months ended March 31(Thousands) | 2003     | 2002     | Change
|-------------------------------------- | -------- | -------- | ------
|Retail Deliveries - Megawatt-hours     | 2,264    | 2,244    | 1%    
|Operating Revenues                     | $176,418 | $200,614 | (12%) 
|Operating Expenses                     | $131,672 | $155,669 | (15%) 
|Operating Income                       | $44,746  | $44,945  | -     
|Earnings Available for Common Stock    | $23,742  | $22,922  | 4%    

Earnings for the quarter increased $1 million as a result of reduced interest charges due to lower short-term borrowing in 2003.

The $24 million decrease in both operating revenues and operating expenses is primarily the result of CMP no longer being the standard-offer provider for the supply of electricity effective March 2002, which reduced revenues $17 million. The decrease in revenues was offset by a corresponding decrease in purchased power.



Item 1.  Financial Statements

New York State Electric & Gas CorporationBalance Sheets - (Unaudited)



|                                              | March 31, 2003 | Dec. 31,  
2002
|--------------------------------------------- | -------------- | ---------------
|                                              |                |                
|(Thousands)                                   |                |                
|Assets                                        |                |                
|Current Assets                                |                |                
|Cash and cash equivalents                     | $15,492        | $11,490        
|Special deposits                              | 95,453         | 44,205         
|Accounts receivable, net                      | 331,411        | 260,189        
|Fuel, at average cost                         | 6,943          | 29,000         
|Materials and supplies, at average cost       | 6,406          | 5,573          
|Accumulated deferred income tax benefits, net | 3,861          | 4,232          
|Prepayments                                   | 35,863         | 26,571         
|                                              |                |                
|Total Current Assets                          | 495,429        | 381,260        
|                                              |                |                
|Utility Plant, at Original Cost               |                |                
|Electric                                      | 2,562,455      | 2,551,775      
|Natural gas                                   | 671,413        | 671,321        
|Common                                        | 120,843        | 121,661        
|                                              |                |                
|                                              | 3,354,711      | 3,344,757      
|Less accumulated depreciation                 | 1,383,952      | 1,371,892      
|                                              |                |                
|Net Utility Plant in Service                  | 1,970,759      | 1,972,865      
|Construction work in progress                 | 33,857         | 40,166         
|                                              |                |                
|Total Utility Plant                           | 2,004,616      | 2,013,031      
|                                              |                |                
|Other Property and Investments, Net           | 41,480         | 41,365         
|                                              |                |                
|Regulatory and Other Assets                   |                |                
|Regulatory assets                             |                |                
|Unfunded future income taxes                  | 21,546         | 20,467         
|Unamortized loss on debt reacquisitions       | 34,785         | 35,631         
|Environmental remediation costs               | 52,434         | 52,434         
|Other                                         | 42,662         | 23,563         
|                                              |                |                
|Total regulatory assets                       | 151,427        | 132,095        
|                                              |                |                
|Other assets                                  |                |                
|Goodwill, net                                 | 11,199         | 11,199         
|Prepaid pension benefits                      | 409,382        | 395,586        
|Other                                         | 106,624        | 78,890         
|                                              |                |                
|Total other assets                            | 527,205        | 485,675        
|                                              |                |                
|Total Regulatory and Other Assets             | 678,632        | 617,770        
|                                              |                |                
|Total Assets                                  | $3,220,157     | $3,053,426     
|                                              |                |                





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



|                                                     | March 31, 2003 | Dec. 31,  
2002
|---------------------------------------------------- | -------------- | ---------------
|                                                     |                |                
|(Thousands)                                          |                |                
|Liabilities                                          |                |                
|Current Liabilities                                  |                |                
|Current portion of long-term debt                    | $50,615        | $702           
|Notes payable                                        | 100,000        | 64,000         
|Accounts payable and accrued liabilities             | 179,932        | 169,884        
|Interest accrued                                     | 17,041         | 12,289         
|Taxes accrued                                        | 40,834         | 11,091         
|Other                                                | 94,918         | 58,577         
|                                                     |                |                
|Total Current Liabilities                            | 483,340        | 316,543        
|                                                     |                |                
|Regulatory and Other Liabilities                     |                |                
|Regulatory liabilities                               |                |                
|Deferred income taxes                                | 31,530         | 26,199         
|Gain on sale of generation assets                    | 40,261         | 40,638         
|Other                                                | 29,564         | 25,036         
|                                                     |                |                
|Total regulatory liabilities                         | 101,355        | 91,873         
|                                                     |                |                
|Other liabilities                                    |                |                
|Deferred income taxes                                | 367,794        | 347,355        
|Other postretirement benefits                        | 199,399        | 197,193        
|Environmental remediation costs                      | 75,100         | 75,100         
|Other                                                | 59,224         | 56,683         
|                                                     |                |                
|Total other liabilities                              | 701,517        | 676,331        
|                                                     |                |                
|Total Regulatory and Other Liabilities               | 802,872        | 768,204        
|                                                     |                |                
|Long-term debt                                       | 967,996        | 1,017,902      
|                                                     |                |                
|Total Liabilities                                    | 2,254,208      | 2,102,649      
|                                                     |                |                
|Commitments                                          | -              | -              
|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                       | 277,303        | 277,297        
|Retained earnings                                    | 207,037        | 206,519        
|Accumulated other comprehensive income               | 41,393         | 26,745         
|                                                     |                |                
|Total Common Stock Equity                            | 955,790        | 940,618        
|                                                     |                |                
|Total Liabilities and Stockholder's Equity           | $3,220,157     | $3,053,426     
|                                                     |                |                





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



|Three months ended March 31                       | 2003     | 2002    
|------------------------------------------------- | -------- | --------
|                                                  |          |         
|(Thousands)                                       |          |         
|Operating Revenues                                |          |         
|Electric                                          | $405,968 | $430,374
|Natural Gas                                       | 169,764  | 126,881 
|                                                  |          |         
|Total Operating Revenues                          | 575,732  | 557,255 
|                                                  |          |         
|Operating Expenses                                |          |         
|Electricity purchased and fuel used in generation | 218,511  | 207,717 
|Natural gas purchased                             | 107,057  | 76,916  
|Other operating expenses                          | 47,813   | 52,711  
|Maintenance                                       | 21,397   | 20,949  
|Depreciation and amortization                     | 24,932   | 24,433  
|Other taxes                                       | 35,374   | 31,599  
|                                                  |          |         
|Total Operating Expenses                          | 455,084  | 414,325 
|                                                  |          |         
|Operating Income                                  | 120,648  | 142,930 
|Other (Income)                                    | (1,924)  | (788)   
|Other Deductions                                  | 256      | 812     
|Interest Charges, Net                             | 19,338   | 25,174  
|                                                  |          |         
|Income Before Income Taxes                        | 102,978  | 117,732 
|Income Taxes                                      | 42,361   | 48,111  
|                                                  |          |         
|Net Income                                        | 60,617   | 69,621  
|Preferred Stock Dividends                         | 99       | 99      
|                                                  |          |         
|Earnings Available for Common Stock               | $60,518  | $69,522 
|                                                  |          |         





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



|Three months ended March 31                                                        | 2003     | 2002    
|---------------------------------------------------------------------------------- | -------- | --------
|                                                                                   |          |         
|(Thousands)                                                                        |          |         
|Operating Activities                                                               |          |         
|Net income                                                                         | $60,617  | $69,621 
|Adjustments to reconcile net income to net cash
  provided by operating activities |          |         
|Depreciation and amortization                                                      | 31,692   | 30,903  
|Income taxes and investment tax credits deferred, net                              | 16,073   | 4,101   
|Pension income                                                                     | (11,005) | (17,580)
|Changes in current operating assets and liabilities                                |          |         
|Accounts receivable, net                                                           | (71,222) | 3,559   
|Inventory                                                                          | 21,224   | 25,839  
|Prepayments                                                                        | (9,292)  | (8,705) 
|Accounts payable and accrued liabilities                                           | 10,048   | (17,676)
|Interest accrued                                                                   | 4,752    | 10,418  
|Taxes accrued                                                                      | 29,743   | 41,312  
|Other current liabilities                                                          | 36,341   | (25,130)
|Other assets                                                                       | (21,123) | 4,456   
|Other liabilities                                                                  | (959)    | 3,101   
|                                                                                   |          |         
|Net Cash Provided by Operating Activities                                          | 96,889   | 124,219 
|                                                                                   |          |         
|Investing Activities                                                               |          |         
|Utility plant additions                                                            | (16,437) | (15,177)
|Proceeds from sale of utility plant                                                | 105      | 143     
|Special deposits                                                                   | (52,269) | (345)   
|Other                                                                              | (187)    | 298     
|                                                                                   |          |         
|Net Cash Used in Investing Activities                                              | (68,788) | (15,081)
|                                                                                   |          |         
|Financing Activities                                                               |          |         
|Notes payable three months or less, net                                            | 36,000   | -       
|Dividends on common and preferred stock                                            | (60,099) | (99)    
|                                                                                   |          |         
|Net Cash Used in Financing Activities                                              | (24,099) | (99)    
|                                                                                   |          |         
|Net Increase (Decrease) in Cash and Cash Equivalents                               | 4,002    | 109,039 
|Cash and Cash Equivalents, Beginning of Period                                     | 11,490   | 21,617  
|                                                                                   |          |         
|Cash and Cash Equivalents, End of Period                                           | $15,492  | $130,656
|                                                                                   |          |         





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



|Three months ended March 31       | 2003     | 2002    
|--------------------------------- | -------- | --------
|                                  |          |         
|(Thousands)                       |          |         
|Balance, Beginning of Period      | $206,519 | $164,197
|Add net income                    | 60,617   | 69,621  
|                                  |          |         
|                                  | 267,136  | 233,818 
|Deduct Dividends on Capital Stock |          |         
|Preferred                         | 99       | 99      
|Common                            | 60,000   | -       
|                                  |          |         
|                                  | 60,099   | 99      
|Balance, End of Period            | $207,037 | $233,719
|                                  |          |         





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



|Three months ended March 31                                                                                                                                 | 2003     | 2002   
|----------------------------------------------------------------------------------------------------------------------------------------------------------- | -------- | -------
|                                                                                                                                                            |          |        
|(Thousands)                                                                                                                                                 |          |        
|Net income                                                                                                                                                  | $60,617  | $69,621
|Other comprehensive income, net of tax                                                                                                                      |          |        
|Net unrealized (losses) on investments, net of income tax benefit
    of $7 for 2003 and $182 for 2002                                                      | (10)     | (274)  
|Unrealized gains on derivatives qualified as hedges, net of income
    tax expense of $(18,749) for 2003 and $(10,287) for 2002                             | 28,270   | 15,510 
|Reclassification adjustment for (gains) losses included in net
    income, net of income tax expense (benefit) of $9,027 for 2003
    and $(4,413) for 2002 | (13,612) | 6,654  
|                                                                                                                                                            |          |        
|Net unrealized gains on derivatives qualified as hedges                                                                                                     | 14,658   | 22,164 
|                                                                                                                                                            |          |        
|Total other comprehensive income                                                                                                                            | 14,648   | 21,890 
|                                                                                                                                                            |          |        
|Comprehensive Income                                                                                                                                        | $75,265  | $91,511
|                                                                                                                                                            |          |        





Item 2.

New York State Electric & Gas Corporation

(a) Liquidity and Capital Resources

Restructuring
See Energy East Corporation's Item 2(a), Restructuring, for this discussion.



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













Natural Gas Delivery Business

Investing ActivitiesInvesting Activities: Capital spending for the first three months of 2003 was $16 million. Capital spending is projected to be $95 million for 2003 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, compliance with environmental requirements and governmental mandates and merger integration.

Financing Activities: On March 19, 2003, NYSEG filed a shelf registration statement with the SEC to sell up to $300 million in an unspecified combination of debt and preferred stock. NYSEG plans to use the net proceeds from the sale of securities under this shelf registration for general corporate purposes, such as retirement or repurchase of certain of its indebtedness or preferred stock, reduction of short-term debt, financing the development and construction of new facilities and additions to working capital. NYSEG currently has $50 million available under a previous shelf registration statement.

In April 2003 NYSEG redeemed, at a premium, $50 million of 7.55% Series first mortgage bonds callable on April 1, 2003, using commercial paper. The $1.4 million premium on that redemption and the related unamortized debt expense and debt issuance costs will be

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

New York State Electric & Gas Corporation



amortized over the term of the new financing. In July 2003 NYSEG plans to redeem $100 million of 7.45% Series first mortgage bonds callable on July 15, 2003. In May 2003 NYSEG expects to complete, under the shelf registration statements described above, additional senior unsecured financing needed to call its first mortgage bonds and repay the commercial paper. Through financial instruments issued in September 2002, NYSEG has locked in the 10-year treasury rate component of that financing at an average rate of 4.085%.

Critical Accounting Policies(See NYSEG's report on Form 10-K for fiscal year ended December 31, 2002, Item 7, Critical Accounting Policies.)

Asset Retirement Obligation: See Energy East's Item 2(a), Critical Accounting Policies, for this discussion.

(b) Results of Operations



|Three months ended March 31(Thousands) | 2003     | 2002     | Change
|-------------------------------------- | -------- | -------- | ------
|Operating Revenues                     | $575,732 | $557,255 | 3%    
|Operating Income                       | $120,648 | $142,930 | (16%) 
|Earnings Available for Common Stock    | $60,518  | $69,522  | (13%) 

Earnings for the quarter were $9 million lower than for the prior year quarter primarily due to an electric price reduction effective March 1, 2002, that lowered earnings by $24 million, and lower noncash pension income that reduced earnings $4 million. Those decreases were partially offset by increases of $18 million due to higher electric and natural gas retail deliveries because of colder winter weather and $4 million due to lower interest charges as a result of refinancings and repayments of first mortgage bonds.

Operating Results for the Electric Delivery Business



|Three months ended March 31(Thousands) | 2003     | 2002     | Change
|-------------------------------------- | -------- | -------- | ------
|Retail Deliveries - Megawatt-hours     | 4,046    | 3,736    | 8%    
|Operating Revenues                     | $405,968 | $430,374 | (6%)  
|Operating Expenses                     | $324,742 | $312,225 | 4%    
|Operating Income                       | $81,226  | $118,149 | (31%) 

The $24 million decrease in operating revenues for the quarter is primarily due to the combined effects of a price reduction, effective March 1, 2002, and customers choosing alternate suppliers that decreased revenues $40 million and a reduction in transmission revenues of $3 million. Those decreases were partially offset by higher retail deliveries of $22 million because of colder winter weather.

Operating expenses increased $13 million for the quarter as a result of a $12 million increase in purchased power due to both higher market prices and higher retail deliveries because of colder winter weather, offset by the effect of customers choosing alternate suppliers. Lower noncash pension income of $6 million also contributed to the increase in operating expenses. Those increases were partially offset by $4 million due to the elimination of a regulatory amortization of demand-side management program costs.

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

New York State Electric & Gas Corporation

Operating Results for the Natural Gas Delivery Business



|Three months ended March 31(Thousands) | 2003     | 2002     | Change
|-------------------------------------- | -------- | -------- | ------
|Retail Deliveries - Dekatherms         | 26,509   | 21,838   | 21%   
|Operating Revenues                     | $169,764 | $126,881 | 34%   
|Operating Expenses                     | $130,342 | $102,100 | 28%   
|Operating Income                       | $39,422  | $24,781  | 59%   

The $43 million increase in operating revenues for the quarter is primarily due to higher retail deliveries of $30 million because of colder winter weather and gas cost recovery of $15 million resulting from the natural gas supply charge.

Operating expenses increased $28 million for the quarter primarily due to a $20 million increase in natural gas purchased for higher retail deliveries because of colder winter weather this year and a $4 million increase in the cost of natural gas purchased, after various deferrals of gas costs for future recovery, due to market conditions.



Item 1.

Rochester Gas and Electric CorporationBalance Sheets - (Unaudited)

|                                           | March 31, 2003 | Dec. 31,  
2002
|------------------------------------------ | -------------- | ---------------
|                                           |                |                
|(Thousands)                                |                |                
|Assets                                     |                |                
|Current Assets                             |                |                
|Cash and cash equivalents                  | $52,937        | $86,385        
|Special deposits                           | 3,016          | 2,841          
|Accounts receivable, net                   | 154,423        | 126,227        
|Affiliate receivable                       | 18,031         | 20,330         
|Fuel, at average cost                      | 5,637          | 20,555         
|Materials and supplies, at average cost    | 6,858          | 6,467          
|Prepayments and other current assets       | 54,249         | 35,324         
|                                           |                |                
|Total Current Assets                       | 295,151        | 298,129        
|                                           |                |                
|Utility Plant, at Original Cost            |                |                
|Electric                                   | 2,017,572      | 1,935,778      
|Natural gas                                | 516,811        | 515,829        
|Common                                     | 157,131        | 157,416        
|                                           |                |                
|                                           | 2,691,514      | 2,609,023      
|Less accumulated depreciation              | 1,355,856      | 1,530,729      
|                                           |                |                
|Net Utility Plant in Service               | 1,335,658      | 1,078,294      
|Construction work in progress              | 139,485        | 133,195        
|                                           |                |                
|Total Utility Plant                        | 1,475,143      | 1,211,489      
|                                           |                |                
|Other Property and Investments, Net        | 228,860        | 226,373        
|                                           |                |                
|Regulatory and Other Assets                |                |                
|Regulatory assets                          |                |                
|Nuclear plant obligations                  | 261,284        | 313,412        
|Unfunded future income taxes               | 50,093         | 52,058         
|Environmental remediation costs            | 10,920         | 11,290         
|Nonutility generator termination agreement | 107,604        | 109,587        
|Asset retirement obligation                | 145,591        | -              
|Other                                      | 145,286        | 163,655        
|                                           |                |                
|Total regulatory assets                    | 720,778        | 650,002        
|                                           |                |                
|Other assets                               |                |                
|Other                                      | 67,874         | 66,104         
|                                           |                |                
|Total other assets                         | 67,874         | 66,104         
|                                           |                |                
|Total Regulatory and Other Assets          | 788,652        | 716,106        
|                                           |                |                
|Total Assets                               | $2,787,806     | $2,452,097     
|                                           |                |                





Rochester Gas and Electric Corporation
Balance Sheets - (Unaudited)

|                                                                                                  | March 31, 2003 | Dec. 31,  
2002
|------------------------------------------------------------------------------------------------- | -------------- | ---------------
|                                                                                                  |                |                
|(Thousands)                                                                                       |                |                
|Liabilities                                                                                       |                |                
|Current Liabilities                                                                               |                |                
|Current portion of long-term debt                                                                 | $40,000        | $159,935       
|Accounts payable and accrued liabilities                                                          | 91,557         | 67,787         
|Affiliate payable                                                                                 | 5,702          | 7,365          
|Interest accrued                                                                                  | 14,051         | 10,509         
|Taxes accrued                                                                                     | 8,030          | 3,451          
|Other                                                                                             | 39,583         | 40,523         
|                                                                                                  |                |                
|Total Current Liabilities                                                                         | 198,923        | 289,570        
|                                                                                                  |                |                
|Regulatory and Other Liabilities                                                                  |                |                
|Regulatory liabilities                                                                            |                |                
|Deferred income taxes                                                                             | 16,614         | 18,179         
|Other                                                                                             | 61,507         | 56,617         
|                                                                                                  |                |                
|Total regulatory liabilities                                                                      | 78,121         | 74,796         
|                                                                                                  |                |                
|Other liabilities                                                                                 |                |                
|Deferred income taxes                                                                             | 239,170        | 225,325        
|Nuclear waste disposal                                                                            | 103,013        | 102,745        
|Other postretirement benefits                                                                     | 67,494         | 65,983         
|Environmental remediation costs                                                                   | 22,356         | 22,356         
|Asset retirement obligation                                                                       | 419,515        | -              
|Other                                                                                             | 47,018         | 59,721         
|                                                                                                  |                |                
|Total other liabilities                                                                           | 898,566        | 476,130        
|                                                                                                  |                |                
|Total Regulatory and Other Liabilities                                                            | 976,687        | 550,926        
|                                                                                                  |                |                
|Long-term debt                                                                                    | 752,273        | 752,254        
|                                                                                                  |                |                
|Total Liabilities                                                                                 | 1,927,883      | 1,592,750      
|                                                                                                  |                |                
|Commitments                                                                                       | -              | -              
|Preferred Stock
 Redeemable solely at RG&E's option
 Subject to mandatory redemption requirements | 47,000 
25,000 | 47,000 
25,000 
|Common Stock Equity
 Common stock                                                                 | 194,429        | 194,429        
|Capital in excess of par value                                                                    | 555,900        | 555,889        
|Retained earnings                                                                                 | 154,832        | 154,267        
|Treasury stock, at cost                                                                           | (117,238)      | (117,238)      
|                                                                                                  |                |                
|Total Common Stock Equity                                                                         | 787,923        | 787,347        
|                                                                                                  |                |                
|Total Liabilities and Stockholder's Equity                                                        | $2,787,806     | $2,452,097     
|                                                                                                  |                |                





Rochester Gas and Electric CorporationStatements of Income - (Unaudited)

|Three months ended March 31                       | 2003     | 2002    
|------------------------------------------------- | -------- | --------
|                                                  |          |         
|(Thousands)                                       |          |         
|Operating Revenues                                |          |         
|Electric                                          | $176,294 | $168,957
|Natural gas                                       | 150,400  | 109,333 
|                                                  |          |         
|Total Operating Revenues                          | 326,694  | 278,290 
|                                                  |          |         
|Operating Expenses                                |          |         
|Electricity purchased and fuel used in generation | 42,433   | 44,040  
|Natural gas purchased                             | 97,705   | 63,930  
|Other operating expenses                          | 90,482   | 58,699  
|Maintenance                                       | 13,433   | 15,917  
|Depreciation and amortization                     | 27,225   | 24,968  
|Other taxes                                       | 24,335   | 25,495  
|                                                  |          |         
|Total Operating Expenses                          | 295,613  | 233,049 
|                                                  |          |         
|Operating Income                                  | 31,081   | 45,241  
|Other (Income)                                    | (2,118)  | (4,638) 
|Other Deductions                                  | 148      | 1,656   
|Interest Charges, Net                             | 33,982   | 14,284  
|                                                  |          |         
|Income (Loss) Before Income Taxes                 | (931)    | 33,939  
|Income Taxes (Benefit)                            | (2,421)  | 13,211  
|                                                  |          |         
|Net Income                                        | 1,490    | 20,728  
|Preferred Stock Dividends                         | 925      | 925     
|                                                  |          |         
|Earnings Available for Common Stock               | $565     | $19,803 
|                                                  |          |         





Rochester Gas and Electric CorporationStatements of Cash Flows - (Unaudited

|Three months ended March 31                                                        | 2003      | 2002     
|---------------------------------------------------------------------------------- | --------- | ---------
|                                                                                   |           |          
|(Thousands)                                                                        |           |          
|Operating Activities                                                               |           |          
|Net income                                                                         | $1,490    | $20,728  
|Adjustments to reconcile net income to net cash
  provided by operating activities |           |          
|Depreciation and amortization                                                      | 45,341    | 40,980   
|Income taxes and investment tax credits deferred, net                              | 11,476    | (1,384)  
|Pension income                                                                     | (3,974)   | (5,123)  
|Excess earnings                                                                    | 44,051    | -        
|Changes in current operating assets and liabilities                                |           |          
|Accounts receivable, net                                                           | (35,040)  | (8,966)  
|Inventory                                                                          | 14,527    | 19,172   
|Prepayments                                                                        | (19,100)  | (9,580)  
|Accounts payable and accrued liabilities                                           | 22,155    | (97)     
|Interest accrued                                                                   | 3,543     | 2,127    
|Taxes accrued                                                                      | 4,579     | 18,837   
|Other current liabilities                                                          | (1,156)   | 1,593    
|Other assets                                                                       | (2,873)   | (741)    
|Other liabilities                                                                  | 23,759    | 6,536    
|                                                                                   |           |          
|Net Cash Provided by Operating Activities                                          | 108,778   | 84,082   
|                                                                                   |           |          
|Investing Activities                                                               |           |          
|Utility plant additions                                                            | (16,099)  | (33,741) 
|Nuclear generating plant decommissioning fund                                      | (4,312)   | (4,312)  
|Other                                                                              | (967)     | (1,867)  
|                                                                                   |           |          
|Net Cash Used in Investing Activities                                              | (21,378)  | (39,920) 
|                                                                                   |           |          
|Financing Activities                                                               |           |          
|Repayments of first mortgage bonds and preferred stock                             | (40,000)  | (100,000)
|Repayment of promissory notes                                                      | (79,935)  | -        
|Notes payable three months or less, net                                            | -         | 59,500   
|Dividends on common and preferred stock                                            | (925)     | (16,529) 
|Other                                                                              | 12        | -        
|                                                                                   |           |          
|Net Cash Used in Financing Activities                                              | (120,848) | (57,029) 
|                                                                                   |           |          
|Net Increase (Decrease) in Cash and Cash Equivalents                               | (33,448)  | (12,867) 
|Cash and Cash Equivalents, Beginning of Period                                     | 86,385    | 19,462   
|                                                                                   |           |          
|Cash and Cash Equivalents, End of Period                                           | $52,937   | $6,595   
|                                                                                   |           |          





Rochester Gas and Electric CorporationStatements of Retained Earnings - (Unaudited)





|Three months ended March 31       | 2003     | 2002    
|--------------------------------- | -------- | --------
|                                  |          |         
|(Thousands)                       |          |         
|Balance, Beginning of Period      | $154,267 | $174,054
|Add net income                    | 1,490    | 20,728  
|                                  |          |         
|                                  | 155,757  | 194,782 
|Deduct Dividends on Capital Stock |          |         
|Preferred                         | 925      | 925     
|Common                            | -        | 15,604  
|                                  |          |         
|                                  | 925      | 16,529  
|Balance, End of Period            | $154,832 | $178,253
|                                  |          |         





Item 2.

Rochester Gas and Electric Corporation

(a) Liquidity and Capital Resources

Restructuring
See Energy East Corporation's Item 2(a), Restructuring, for this discussion.



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



















Natural Gas Delivery Business







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

Rochester Gas and Electric Corporation

Investing and Financing ActivitiesInvesting Activities: Capital spending for the first three months of 2003 was $18 million, including nuclear fuel. Capital spending is projected to be $146 million for 2003, including nuclear fuel, and is expected to be paid for with internally generated funds. Capital spending will be primarily for the extension of energy delivery service, necessary improvements to existing facilities, compliance with environmental requirements and governmental mandates and merger integration.

Financing Activities: RG&E plans to file a shelf registration statement with the SEC in May 2003 to sell up to $300 million in debt. RG&E plans to use the net proceeds from the sale of securities under this shelf registration for general corporate purposes, such as retirement or repurchase of certain of its indebtedness or preferred stock, reduction of short-term debt, financing the development and construction of new facilities and additions to working capital. RG&E currently has $75 million available under a previous shelf registration statement.

In January 2003 RG&E used an equity contribution from its parent, RGS Energy, along with internally generated funds, to pay off the remaining $80 million balance of a 7% promissory note that was due to mature in 2014.

During the three months ended March 31, 2003, RG&E paid at maturity $40 million of medium term notes using temporary cash investments and internally generated funds.

RG&E plans to issue $75 million of 30-year debt in the third quarter of 2003, in part to repay $40 million of debt that matures in July 2003.

Critical Accounting Policies(See RG&E's report on Form 10-K for fiscal year ended December 31, 2002, Item 7, Critical Accounting Policies.)

Asset Retirement Obligation: See Energy East's Item 2(a), Critical Accounting Policies, for this discussion.

(b) Results of Operations



|Three months ended March 31(Thousands) | 2003     | 2002     | Change
|-------------------------------------- | -------- | -------- | ------
|Operating Revenues                     | $326,694 | $278,290 | 17%   
|Operating Income                       | $31,081  | $45,241  | (31%) 
|Earnings Available for Common Stock    | $565     | $19,803  | (97%) 

The $19 million decrease in earnings for the quarter was primarily due to the recognition of terms and conditions of the NYPSC rate order for RG&E, which became effective January 15, 2003, and reduced earnings $30 million. That amount includes $26 million for excess electric earnings and related interest. (See RG&E 2002 Electric and Gas Rate Proceeding.) That decrease was partially offset by $9 million for higher natural gas and electric deliveries due to colder winter weather in 2003.



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

Rochester Gas and Electric Corporation

Operating Results for the Electric Delivery Business



|Three months ended March 31(Thousands) | 2003     | 2002     | Change
|-------------------------------------- | -------- | -------- | ------
|Retail Deliveries - Megawatt-hours     | 1,781    | 1,714    | 4%    
|Operating Revenues                     | $176,294 | $168,957 | 4%    
|Operating Expenses                     | $173,151 | $146,830 | 18%   
|Operating Income                       | $3,143   | $22,127  | (86%) 

The $7 million increase in operating revenues for the quarter is primarily due to higher retail deliveries of $6 million due to colder winter weather in 2003.

Operating expenses increased $26 million for the quarter primarily due to the recognition of terms and conditions of the NYPSC rate order for RG&E, which became effective January 15, 2003, and increased operating expenses $30 million. (See RG&E 2002 Electric and Gas Rate Proceeding.) That increase was partially offset by lower purchased power costs of $4 million due to increased generation this year and replacement power costs incurred last year for a scheduled refueling at the Ginna nuclear plant.

Operating Results for the Natural Gas Delivery Business



|Three months ended March 31(Thousands) | 2003     | 2002     | Change
|-------------------------------------- | -------- | -------- | ------
|Retail Deliveries - Dekatherms         | 25,034   | 20,744   | 21%   
|Operating Revenues                     | $150,400 | $109,333 | 38%   
|Operating Expenses                     | $122,462 | $86,219  | 42%   
|Operating Income                       | $27,938  | $23,114  | 21%   

The $41 million increase in operating revenues for the quarter is primarily due to higher retail deliveries of $23 million because of colder winter weather in 2003 and gas cost recovery of $20 million associated with higher market prices.

Operating expenses increased $36 million for the quarter primarily due to a $15 million increase in natural gas purchased for higher retail deliveries because of colder weather this year and a $19 million increase in the cost of natural gas purchased due to market conditions.



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, 5, 8, 9, 10, 11         
|NYSEG       | 1, 2, 3, 5, 6, 8, 9, 10, 11      
|RG&E        | 1, 2, 3, 5, 6, 8, 9, 10, 11      

Note 1. Unaudited Financial Statements

The accompanying unaudited financial statements reflect all adjustments necessary, in the opinion of the management of the registrants, for a fair presentation of the interim results. All such adjustments are of a normal, recurring nature.

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, 2002. 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. Restructuring

In the fourth quarter of 2002 the company recorded $41 million of restructuring expenses, including $5 million for CMP, $26 million for NYSEG and a total of $10 million for Berkshire Gas, CNG and SCG. There was no change during the first quarter of 2003 in the related liability recorded. The restructuring expenses would have been $36 million higher, however RG&E was required by an NYPSC order approving RGS Energy's merger with the company to defer its portion of the restructuring charge for future recovery in rates. The employee positions affected by the restructuring were identified in the fourth quarter of 2002. The restructuring expenses reduced the company's 2002 net income by $24 million. Included in those amounts are $20 million for a voluntary early retirement program that will be paid from the companies' pension plans and $3 million for an involuntary severance program, primarily for salaried employees of the company's six operating utilities, and $1 million for other associated costs.

The voluntary early retirement resulted in a decline of 486 employees in the first quarter of 2003, including 34 from CMP, 210 from NYSEG and 176 from RG&E. Collectively the voluntary early retirement and involuntary severance programs are expected to result in a decline in overall employee headcount of approximately 650, or 8%, by the end of 2003. That includes approximately 70 from CMP, 260 from NYSEG, 250 from RG&E and 70 from Berkshire Gas, CNG and SCG. The employees affected by the involuntary severance program were notified in January 2003.

Note 3. Other (Income) and Other Deductions



|Three months ended March 31                  | 2003     | 2002    
|-------------------------------------------- | -------- | --------
|                                             |          |         
|(Thousands)                                  |          |         
|Energy East                                  |          |         
|Interest income                              | $(1,312) | $(5,099)
|Noncash returns                              | (255)    | (890)   
|Allowance for funds used during construction | (544)    | (76)    
|Gains from the sale of nonutility property   | (147)    | (139)   
|Earnings from equity investments             | (1,658)  | (1,440) 
|Miscellaneous                                | (832)    | 375     
|                                             |          |         
|Total other (income)                         | $(4,748) | $(7,269)
|                                             |          |         
|Miscellaneous                                | $1,868   | $1,834  
|                                             |          |         
|Total other deductions                       | $1,868   | $1,834  
|                                             |          |         
|CMP                                          |          |         
|Interest income                              | $(256)   | $(139)  
|Noncash returns                              | (202)    | (737)   
|Earnings from equity investments             | (538)    | (614)   
|Miscellaneous                                | 9        | 4       
|                                             |          |         
|Total other (income)                         | $(987)   | $(1,486)
|                                             |          |         
|Miscellaneous                                | $379     | $336    
|                                             |          |         
|Total other deductions                       | $379     | $336    
|                                             |          |         
|NYSEG                                        |          |         
|Interest income                              | $(378)   | $(2,211)
|Noncash returns                              | (214)    | (1,024) 
|Miscellaneous                                | (1,332)  | 2,447   
|                                             |          |         
|Total other (income)                         | $(1,924) | $(788)  
|                                             |          |         
|Miscellaneous                                | $256     | $812    
|                                             |          |         
|Total other deductions                       | $256     | $812    
|                                             |          |         
|RG&E                                         |          |         
|Interest income                              | $(1,710) | $(2,063)
|Noncash returns                              | -        | (2,171) 
|Miscellaneous                                | (408)    | (404)   
|                                             |          |         
|Total other (income)                         | $(2,118) | $(4,638)
|                                             |          |         
|Merger costs                                 | -        | $256    
|Miscellaneous                                | 148      | 1,400   
|                                             |          |         
|Total other deductions                       | $148     | $1,656  
|                                             |          |         

Note 4. Basic and Diluted Earnings per Share

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







|Three months ended March 31             | 2003     | 2002    
|--------------------------------------- | -------- | --------
|                                        |          |         
|(Thousands)                             |          |         
|Numerator                               |          |         
|Net Income (Loss)                       | $135,464 | $105,570
|                                        |          |         
|Denominator                             |          |         
|Basic average common shares outstanding | 145,096  | 116,720 
|Restricted stock awards                 | 119      | -       
|Potentially dilutive common shares      | 269      | 157     
|Options issued with SARs                | (269)    | (157)   
|                                        |          |         
|Dilutive average common shares          | 145,215  | 116,720 
|                                        |          |         
|EPS - basic                             | $.93     | $.90    
|                                        |          |         
|EPS - diluted                           | $.93     | $.90    
|                                        |          |         

On February 13, 2003, the company issued 229,230 shares of its common stock to certain employees under its Restricted Stock Plan and recorded deferred compensation of $4.4 million based on the market price of $19.20 per share of common stock on the date of the award. An aggregate number of two million shares may be granted under the Restricted Stock Plan, subject to adjustment. Shares of restricted stock are awarded in the name of the employee, who has all the rights of a shareholder, subject to certain restrictions on transferability and a risk of forfeiture. The shares vest based on the conditions outlined in the restricted stock award grants, including the achievement of targeted shareholder returns, but no later than January 1, 2009. No shares of restricted stock currently outstanding have satisfied the conditions with respect to vesting.

Options to purchase shares of common stock are excluded from the determination of EPS when the exercise price of an option is greater than the average market price of a common share during the period. Shares excluded from the EPS calculation for the three months ended March 31 were: 2.6 million in 2003 and 4.2 million in 2002.

Note 5. Accounts Receivable

Accounts receivable on the balance sheets for the companies include unbilled revenues as follows: Energy East - consolidated unbilled revenues of $211 million at March 31, 2003, and $237 million at December 31, 2002; CMP - consolidated unbilled revenues of $25 million at March 31, 2003, and $33 million at December 31, 2002; NYSEG - unbilled revenues of $79 million at both March 31, 2003, and December 31, 2002; RG&E - unbilled revenues of $50 million at March 31, 2003, and $59 million at December 31, 2002.

Note 6. Statement 143

In June 2001 the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations. Statement 143 requires an entity to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred and to capitalize the cost by increasing the carrying amount of the related long-lived asset. The liability is adjusted to its present value periodically over time, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement the entity either settles the obligation at its recorded amount or incurs a gain or a loss. For rate-regulated entities, any timing differences between rate recovery and book expense would be deferred as either a regulatory asset or a regulatory liability.

The companies' adoption of Statement 143 as of January 1, 2003, did not have a material effect on their respective financial position or results of operations. There was no effect on net income. The companies recognized various amounts on their balance sheets. Changes in the assumptions underlying the items shown in the following table could affect the balance sheet amounts and future costs related to the obligations.

|                                     | NYSEG    | RG&E       | Other  | Consolidated
Energy East
|------------------------------------ | -------- | ---------- | ------ | ------------------------
|                                     |          |            |        |                         
|(Thousands)                          |          |            |        |                         
|Asset retirement obligation          | $(539)   | $(413,988) | $(942) | $(415,469)              
|Regulatory asset                     | $350     | $139,611   | $942   | $140,903                
|Regulatory liability                 | $(3,689) | $(635)     | -      | $(4,324)                
|Increase in utility plant            | $30      | $74,064    | -      | $74,094                 
|Decrease in accumulated depreciation | $3,848   | $200,948   | -      | $204,796                

In addition to the asset retirement obligations, Energy East's utilities have and will continue to have cost of removal liabilities embedded within accumulated depreciation pursuant to Statement of Financial Accounting Standards No. 71, Accounting for the Effects of Certain Types of Regulation.

Note 7. Acquisition of RGS Energy Group

Due to the completion of the company's merger with RGS Energy Group, Inc. on June 28, 2002, the company's consolidated financial statements include RGS Energy's results beginning with July 2002. RGS Energy did not push goodwill down to RG&E. As of March 31, 2003, $29 million of the purchase price for RGS Energy was allocated to intangible assets, based on an appraisal.

The following pro forma information for the company for the three months ended March 31, 2002, which is based on unaudited data, gives effect to the company's merger with RGS Energy as if it had been completed January 1, 2002. 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 period presented or of results that may occur in the future.

|Three months ended March 31           | 2002      
|------------------------------------- | ----------
|                                      |           
|(Thousands, except per share amounts) |           
|Operating revenues                    | $1,407,711
|Net income (loss)                     | $125,435  
|Earnings per share of common stock    | $.87      

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) amortization of other intangible assets with finite lives, (4) elimination of merger costs, (5) additional interest expense due to the issuance of merger-related debt, (6) adjustments for estimated tax effects of the above adjustments and (7) additional common shares issued in connection with the merger. The pro forma results include a loss from the writedown of CMP Group's investment in NEON Communications of 5 cents per share during the quarter ended March 31, 2002. The pro forma results of operations for the three months ended March 31, 2002, include the results of operations of RGS Energy as follows (in thousands): Operating revenues - $379,133; Operating expenses - $325,463, Operating income - $53,670; Income before income taxes - $40,566; and Net income - $24,108.



Note 8. Supplemental Disclosure of Cash Flows Information



|                                                                                  | 2003                            | 2002                             
|--------------------------------------------------------------------------------- | ------------------------------- | ---------------------------------
|                                                                                  |                                 |                                  
|(Thousands)                                                                       |                                 |                                  
|Cash paid during the three months ended March 31:                                 |                                 |                                  
|Interest, net of amounts capitalized
    Energy East
    CMP
    NYSEG
    RG&E   | $34,434 
$9,909 
$8,745 
$8,685 | $28,416 
$8,886 
$13,447 
$9,821 
|                                                                                  |                                 |                                  
|Income taxes, net of benefits received
    Energy East
    CMP
    NYSEG
    RG&E | $(598)
$(23)
$32 
$(2,775)      | $(4,290)
$(2,536)
$6,025 
$18,008
|                                                                                  |                                 |                                  

Note 9. Intangible Assets

At March 31, 2003, and December 31, 2002, the company's unamortized intangible assets had a carrying amount of $17 million and primarily consisted of trade names and pension assets. At March 31, 2003, and December 31, 2002, the company's amortized intangible assets had a gross carrying amount of $47 million and primarily consisted of customer lists and investments in pipelines. Accumulated amortization was $16 million at March 31, 2003, and $15 million at December 31, 2002. Estimated amortization expense for intangible assets for the next five years is approximately $4 million each year for 2003 through 2005, and $3 million each year for 2006 and 2007.

CMP's unamortized intangible assets consist of pension assets and had a carrying amount of $2 million at March 31, 2003, and December 31, 2002. CMP's amortized intangible assets primarily consist of technology rights, and had a gross carrying amount and accumulated amortization of less than $0.3 million at March 31, 2003, and December 31, 2002. Estimated amortization expense for intangible assets is $9 thousand for each of the next five years, 2003 through 2007.

NYSEG's unamortized intangible assets primarily consist of pension assets, franchises and consents, and had a carrying amount of $2 million at March 31, 2003, and December 31, 2002. NYSEG's amortized intangible assets consist of hydroelectric licenses, and had a gross carrying amount of $1.5 million and accumulated amortization of $1 million at March 31, 2003, and December 31, 2002. Estimated amortization expense for intangible assets for the next five years is $64 thousand for the years 2003 through 2005, $57 thousand for 2006 and $55 thousand for 2007.

RG&E's amortized intangible assets consist of water rights, and had a gross carrying amount of $3 million and accumulated amortization of $2 million at March 31, 2003, and December 31, 2002. Estimated amortization expense for intangible assets is $78 thousand for each of the next five years, 2003 through 2007.



Note 10. Segment Information

Energy East's electric delivery business consists of its regulated transmission, distribution and generation operations in Maine and New York state; and its natural gas delivery business consists of its regulated transportation, storage and distribution operations in New York State, Connecticut, Maine and Massachusetts. Other includes: the company's corporate assets, interest income, interest expense and operating expenses; intersegment eliminations; and nonutility businesses. The $24 million increase in goodwill was due to the recognition of additional excess earnings in the electric segment, a preacquisition contingency, for RG&E.

CMP's electric delivery business, which it conducts in 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 New York State. 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 New York State. 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                                
|--------------------------------------------------------- | -------------------------------------- | ---------------------------------- | --------------------------- | -------------------------------------
|(Thousands)                                               |                                        |                                    |                             |                                      
|Three Months Ended                                        |                                        |                                    |                             |                                      
|March 31, 2003                                            |                                        |                                    |                             |                                      
|Operating Revenues
   Energy East
   CMP
   NYSEG
   RG&E | $758,713 
$176,418 
$405,968 
$176,294 | $640,112
-      
$169,764
$150,400 | $240,521 
-      
-      
- | $1,639,346
$176,418
$575,732
$326,694
|Net Income (Loss)
   Energy East
   CMP
   NYSEG
   RG&E  | $62,675 
$24,103 
$39,592 
$(14,350)   | $66,226
-      
$21,025
$15,840    | $6,563 
-      
-      
-   | $135,464
$24,103
$60,617
$1,490      
|March 31, 2002                                            |                                        |                                    |                             |                                      
|Operating Revenues
   Energy East
   CMP
   NYSEG
   RG&E | $631,040 
$200,614 
$430,374 
$168,957 | $344,968
-      
$126,881
$109,333 | $52,570 
-      
-      
-  | $1,028,578
$200,614
$557,255
$278,290
|Net Income (Loss)
   Energy East
   CMP
   NYSEG
   RG&E  | $76,956 
$23,283 
$58,490 
$8,614      | $41,181
-      
$11,131
$12,114    | ($12,567)
-      
-      
- | $105,570
$23,283
$69,621
$20,728     



|                                                         | ElectricDelivery                               | Natural GasDelivery                  | Other                               | Total                                       
|-------------------------------------------------------- | ---------------------------------------------- | ------------------------------------ | ----------------------------------- | --------------------------------------------
|(Thousands)                                              |                                                |                                      |                                     |                                             
|Total Assets                                             |                                                |                                      |                                     |                                             
|March 31, 2003
   Energy East
   CMP
   NYSEG
   RG&E    | $7,045,093 
$1,771,155 
$2,277,282 
$2,187,303 | $3,289,419
-      
$790,450
$498,052 | $487,066
$8,540
$152,425
$102,451   | $10,821,578
$1,779,695
$3,220,157
$2,787,806
|December 31, 2002
   Energy East
   CMP
   NYSEG
   RG&E | $6,582,234 
$1,777,727 
$2,218,737 
$1,811,146 | $3,201,235
-      
$737,629
$502,305 | $473,418 
$8,596 
$97,060 
$138,646 | $10,256,887
$1,786,323
$3,053,426
$2,452,097
|Goodwill                                                 |                                                |                                      |                                     |                                             
|March 31, 2003
   Energy East
   CMP
   NYSEG            | $845,372 
$324,725 
-                          | $677,169
-      
$11,199             | $20,096 
$855 
-                    | $1,542,637
$325,580
$11,199                 
|December 31, 2002
   Energy East
   CMP
   NYSEG         | $819,992 
$324,725 
-                          | $677,952
-      
$11,199             | $20,229 
$855 
-                    | $1,518,173
$325,580
$11,199                 

Note 11. Reclassifications

Certain amounts have been reclassified in the unaudited financial statements to conform with the 2003 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/or natural gas utility markets; regulatory uncertainty in a politically-charged environment of changing energy prices; the operation of the New York Independent System Operator and ISO New England, Inc.; the operation of a regional transmission organization; the ability to recover nonutility generator and other costs; changes in fuel supply or cost and the success of strategies to satisfy power requirements now that most 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 Berkshire Energy Resources, CMP Group, Connecticut Energy Corporation, CTG Resources and RGS Energy with its operations; the company's ability to achieve enterprise-wide integration synergies; market risk; the ability to obtain adequate and timely rate relief; nuclear or environmental incidents; legal or administrative proceedings; changes in the cost or availability of capital; growth in the areas in which the companies are doing business; weather variations affecting customer energy usage; authoritative accounting guidance; acts of terrorists; and other considerations, such as the effect of the volatility in the equity markets on pension benefit cost, that may be disclosed from time to time in the companies' publicly disseminated documents and filings. The companies undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk (See report on Form 10-K for Energy East, CMP, NYSEG and RG&E for fiscal year ended December 31, 2002, Item 7A - Quantitative and Qualitative Disclosures About Market Risk.)

Commodity Price Risk: NYSEG's current electric rate plan offers retail customers choice in their electricity supply including a variable rate option, an option to purchase electricity supply from an alternative energy company, and a bundled rate option. Based on the results from the enrollment period that ended December 31, 2002, approximately 30% of NYSEG's total electric load is now provided by an alternative energy company or at the market price. NYSEG's exposure to fluctuations in the market price of electricity is limited to the load required to serve those customers who select the bundled rate option, which combines delivery and supply service at a fixed price. For calendar years 2003 and 2004 the supply component is based on average electricity forward prices for 2003 and 2004 during September 2002, plus a 35% margin to cover the costs and risk that NYSEG is assuming by providing a bundled rate option to retail customers. NYSEG has actively hedged the load required to serve customers who select the bundled rate option. As of May 1, 2003, NYSEG's load was 90% hedged for on-peak periods and 85% hedged for off-peak periods in 2003 and 86% hedged for on-peak periods and 85% hedged for off-peak periods in 2004. A fluctuation of $1.00 per megawatt-hour in the price of electricity would change earnings by $0.5 million in 2003 and $1 million in 2004. The percent of NYSEG's hedged load is based on NYSEG's load forecasts, which include certain assumptions such as historical weather patterns. Actual results could differ as a result of changes in the load compared to the load forecast.

RG&E faces commodity price risk that relates to market fluctuations in the price of electricity and natural gas. Owned electric generation and long-term supply contracts significantly reduce RG&E's exposure to market fluctuations for procurement of its electric supply. As of May 1, 2003, RG&E's load was fully hedged for both on-peak and off-peak periods in 2003 and 2004. A fluctuation of $1.00 per megawatt-hour in the price of on-peak electricity would change earnings by $0.3 million in 2003. The percent of RG&E's hedged load is based on RG&E's load forecasts, which include certain assumptions such as historical weather patterns. Actual results could differ as a result of changes in the load compared to the load forecast.

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



Item 4.  Controls and Procedures

The principal executive officers and principal financial officers of Energy East, CMP, NYSEG and RG&E evaluated the effectiveness of their respective company's disclosure controls and procedures as of a date within 90 days of filing this report. "Disclosure controls and procedures" are controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports that it files or submits under the Securities Exchange Act of 1934, within the time periods specified in the Securities and Exchange Commission's rules and forms, is recorded, processed, summarized and reported, and is accumulated and communicated to the company's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on their evaluation, they concluded that their respective company's disclosure controls and procedures are effective.

Energy East, CMP, NYSEG and RG&E each maintain a system of internal controls designed to provide reasonable assurance to its management and board of directors regarding the preparation of reliable published financial statements and the safeguarding of assets against loss or unauthorized use. Each company's system of internal controls contains self-monitoring mechanisms and actions are taken to correct deficiencies as they are identified. There were no significant changes in the companies' internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluations, including any corrective actions with regard to significant deficiencies and material weaknesses.



PART II - OTHER INFORMATION

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

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

Energy East filed two reports on Form 8-K; one, dated January 31, 2003, was filed to report certain information under Item 9, "Regulation FD Disclosure," and the other, dated March 5, 2003, was filed to report certain information under Item 5, "Other Events."

RG&E filed a Form 8-K dated March 5, 2003, to report certain information under Item 5, "Other Events."



Signatures

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



|Date:  May 8, 2003 | ENERGY EAST CORPORATION
                  (Registrant)
By /s/Robert E. Rude           Robert E. Rude
           Vice President and Controller
           (Principal Accounting Officer)               
|------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Date:  May 8, 2003 | CENTRAL MAINE POWER COMPANY
                  (Registrant)
By /s/Curtis I. Call           Curtis I. Call
           Vice President, Controller & Treasurer
           (Principal Financial Officer)   
|Date:  May 8, 2003 | NEW YORK STATE ELECTRIC & GAS CORPORATION
                  (Registrant)
By /s/James P. Laurito           James P. Laurito
           President and Treasurer
           (Principal Financial Officer)
|Date:  May 8, 2003 | ROCHESTER GAS AND ELECTRIC CORPORATION
                  (Registrant)
By /s/Joseph J. Syta           Joseph J. Syta
           Controller and Treasurer
           (Principal Financial Officer)      



Certifications

I, Wesley W. von Schack, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Energy East Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

|Date:  May 8, 2003 | /s/Wesley W. von Schack       Wesley W. von Schack
       Chairman, President &
         Chief Executive Officer
|------------------ | ----------------------------------------------------------------------------------------------------------------





Certifications (Cont'd)

I, Kenneth M. Jasinski, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Energy East Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

|Date:  May 8, 2003 | /s/Kenneth M. Jasinski       Kenneth M. Jasinski
       Executive Vice President
         and Chief Financial Officer
|------------------ | ---------------------------------------------------------------------------------------------------------------------





Certifications (Cont'd)

I, Sara J. Burns, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Central Maine Power Company;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

|Date:  May 8, 2003 | /s/Sara J. Burns       Sara J. Burns
       President
|------------------ | -----------------------------------------------------





Certifications (Cont'd)

I, Curtis I. Call, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Central Maine Power Company;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

|Date:  May 8, 2003 | /s/Curtis I. Call       Curtis I. Call
       Vice President, Controller & Treasurer
|------------------ | ------------------------------------------------------------------------------------





Certifications (Cont'd)

I, James P. Laurito, certify that:

1. I have reviewed this quarterly report on Form 10-Q of New York State Electric & Gas Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

|Date:  May 8, 2003 | /s/James P. Laurito       James P. Laurito
       President and Treasurer
|------------------ | -------------------------------------------------------------------------





Certifications (Cont'd)

I, James P. Laurito, certify that:

1. I have reviewed this quarterly report on Form 10-Q of New York State Electric & Gas Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

|Date:  May 8, 2003 | /s/James P. Laurito       James P. Laurito
       Principal Financial Officer
|------------------ | -----------------------------------------------------------------------------





Certifications (Cont'd)

I, Paul C. Wilkens, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Rochester Gas and Electric Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

|Date:  May 8, 2003 | /s/Paul C. Wilkens       Paul C. Wilkens
       President
|------------------ | ---------------------------------------------------------





Certifications (Cont'd)

I, Joseph J. Syta, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Rochester Gas and Electric Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

|Date:  May 8, 2003 | /s/Joseph J. Syta       Joseph J. Syta
       Controller and Treasurer
|------------------ | ----------------------------------------------------------------------

EXHIBIT INDEX

The following exhibits are delivered with this report:

|Registrant                                   | Exhibit No. | Description of Exhibit                                                                                          
|-------------------------------------------- | ----------- | ----------------------------------------------------------------------------------------------------------------
|Energy East Corporation                      | 99-1        | Certifications under Section 906 of the Sarbanes-Oxley Act of 2002 of Energy East Corporation.                  
|Central Maine Power Company                  | 99-1        | Certifications under Section 906 of the Sarbanes-Oxley Act of 2002 of Central Maine Power Company.              
|New York State Electric 
  & Gas Corporation | 99-1        | Certifications under Section 906 of the Sarbanes-Oxley Act of 2002 of New York State Electric & Gas Corporation.
|Rochester Gas and Electric
  Corporation     | 99-1        | Certifications under Section 906 of the Sarbanes-Oxley Act of 2002 of Rochester Gas and Electric Corporation.