EXHIBIT 10 (iii) 19

                               AMENDMENT TO THE
                    DIRECTORS' DEFERRED COMPENSATION PLAN
                 OF CENTRAL HUDSON GAS & ELECTRIC CORPORATION

      Central Hudson Gas & Electric Corporation ("Central Hudson"),  established
the  Directors'  Deferred  Compensation  Plan,  effective  October 1, 1980,  and
thereafter amended (as amended, the "Plan").

      It is  proposed  to  further  amend  the  Plan  to  permit  Directors  who
participate  in the  Plan two  options  by which  deferred  Compensation  can be
adjusted prior to distribution.

      Accordingly,  Article 3 of the Plan is hereby  amended and  restated  (all
other terms being ratified,  affirmed and approved),  effective October 1, 1999,
to read as follows:

      "Article 3. PAYMENT OF DEFERRED COMPENSATION

            3.1  Compensation  deferred by the  Corporation  for a Director (and
      adjusted to reflect the "Interest  Equivalent" and/or "Equity Factor",  as
      those terms are  described  below) in  accordance  with this Plan shall be
      paid to such Director by the  Corporation  at such time that he/she ceases
      being a Director of the Corporation or at such other time after ceasing to
      be a Director of the  Corporation  as he/she may specify when he/she makes
      an  election  pursuant  to  Section  2.1;  provided,   however,  that  the
      commencement  of such pay-out  period shall be at least one year after the
      effective date of such election.

            3.2 At the sole option of the Director,  payment by the  Corporation
      pursuant  to  Section  3.1  shall  be a  lump  sum or in  equal  quarterly
      installments, not to exceed 40 installments.

            3.3 A.If elected, as provided below, the "Interest Equivalent" shall
      result in an additional sum to be paid to the Director under the Plan. The
      Interest  Equivalent  shall be determined  by applying the "United  States
      Treasury Bill Rate", as that term is hereinafter defined, to that part (as
      the Director shall elect) of  Compensation  credited by the Corporation to
      that Director's  compensation ledger,  during such periods as the Director
      shall  elect,  commencing  on the date on  which  each  increment  of such
      Compensation  would have been paid to such Director by the  Corporation in
      the  absence  of this  Plan,  and  ending  on the date on which  each such
      increment and the  applicable  Interest  Equivalent  are fully paid by the
      Corporation pursuant to this



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      Plan.  During  periods of more than one month when an Interest  Equivalent
      election  is in effect,  the  United  States  Treasury  Bill Rate shall be
      compounded  monthly and applied to sums of Interest  Equivalent  remaining
      unpaid under this Plan until such sums are fully paid.

                  If elected,  as provided  below,  the  "Equity  Factor"  shall
      increase or decrease monthly the amount of  Compensation,  subject to such
      election,  credited by the  Corporation  to that  Director's  compensation
      ledger.  The Equity Factor shall be determined by applying the "Standard &
      Poor's 500 Index Rate", as that term is hereinafter  defined, to that part
      (as the Director shall elect) of Compensation  credited by the Corporation
      to  that  Director's  compensation  ledger,  during  such  periods  as the
      Director  shall elect,  commencing on the date on which each  increment of
      such Compensation would have been paid to such Director by the Corporation
      in the  absence  of this  Plan,  and ending on the date on which each such
      increment is fully paid by the Corporation pursuant to this Plan.

            3.4 A.The term "United States  Treasury Bill Rate",  as used herein,
      shall be  determined  for each  month in which it is to be applied to that
      part (as a Director shall elect) of Compensation  credited to a Director's
      Compensation  ledger pursuant to the provisions of this Plan, by computing
      the  average  of the  discount  rates in effect  during the first and last
      weeks of the period of three  calendar  months  immediately  preceding the
      month in which the United States Treasury Bill Rate is to be so applied.

                B.The "Standard & Poor's 500 Index Rate", as used herein,  shall
      be determined for each month in which it is to be applied to that part (as
      a  Director   shall  elect)  of   Compensation   credit  to  a  Director's
      Compensation  ledger  pursuant to the provision of this Plan, by computing
      the  percentage  change in the  Standard & Poor's 500 Index from the first
      day of the  immediately  preceding  calendar month to the last day of such
      month,  which  percentage  shall  increase or decrease  the amount of such
      Compensation subject to such election.

                C.The Director shall have the right to elect and reelect monthly
      either the United  States  Treasury Bill Rate or the Standard & Poor's 500
      Index Rate, or a combination  thereof,  to be applied to the  Compensation
      credited by the Corporation to that Director's  compensation  ledger.  The
      initial  election and any  reelection  must be received at least three (3)
      business  days to the  beginning  of a month.  If no initial  election  is
      timely made,  the United  States  Treasury  Bill Rate shall  apply.  If no
      reelection  is timely made the prior  timely  election  shall  continue in
      effect.

            3.5 If it is not  possible  to  calculate  either the United  States
      Treasury  Bill Rate or the  Standard  & Poor's 500 Index Rate in the above
      manner for any month,  then such terms shall mean,  for the Rate it is not
      possible to calculate, the annual

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      interest rate paid by the Corporation  during such month on its customers'
      deposits, less one percent.

            3.6 If the death of a Director  shall occur  before he has  received
      full payment from the  Corporation of all the  Compensation,  as adjusted,
      payable under this Plan, the Corporation shall make all remaining payments
      due or to become  due  hereunder  in a single  sum to the  beneficiary  or
      beneficiaries  designated in writing and filed with the Plan Administrator
      by the Director in his  lifetime,  or if the  Director  fails to make such
      designation  or if the  designee  predeceases  the  Director,  then to the
      Director's  estate in a single sum upon the appointment of the executor or
      administrator of such estate."

            IN WITNESS WHEREOF,  the undersigned Chairman of the Board and Chief
Executive  Officer of Central Hudson Gas & Electric  Corporation has signed this
instrument this 24th day of September, 1999 as duly authorized by resolutions of
its Board of Directors.



                                          /s/  Paul J. Ganci
                              -------------------------------------------------
                              Chairman of the Board and Chief Executive Officer
                              of Central Hudson Gas &  Electric Corporation


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