EXHIBIT 10 (i) 91


                                 FIRST AMENDMENT

      THIS FIRST AMENDMENT dated as of June 11, 1999 (this  "Amendment")  amends
the Credit Agreement dated as of December 4, 1998 (the "Credit Agreement") among
CH ENERGY GROUP,  INC. (the  "Company"),  various  financial  institutions  (the
"Lenders") and THE FIRST NATIONAL BANK OF CHICAGO,  as Administrative  Agent for
the Lenders (in such capacity, the "Administrative Agent"). Terms defined in the
Credit Agreement are, unless otherwise  defined herein or the context  otherwise
requires, used herein as defined therein.

      WHEREAS, the Company, the Lenders and the Administrative Agent have
entered into the Credit Agreement; and

      WHEREAS, the parties hereto desire to amend the Credit Agreement as
hereinafter set forth;

      NOW, THEREFORE, the parties hereto agree as follows:

      SECTION 1 Amendment.  Effective as set forth in Section 2, clause (iii) of
Section 5.3 of the Credit  Agreement  shall be amended by deleting the following
language therefrom:

      "(it being  understood  that prior to the Funding Date,  the Utility shall
      obtain an  amendment to or waiver of the change of control  provision  set
      forth in Section  6.01(l) of its Credit  Agreement dated as of October 23,
      1996 with various financial institutions and Morgan Guaranty Trust Company
      of New York, as agent,  which amendment or waiver shall permit the Utility
      to become a Subsidiary of the Borrower)".

      SECTION 2 Effectiveness.  The amendment set forth in Section 1 above shall
become effective on the date when the  Administrative  Agent shall have received
counterparts of this Amendment executed by the Company and each Lender (it being
understood that, in the case of any Lender,  the  Administrative  Agent may rely
upon  facsimile  confirmation  of the execution of a counterpart  hereof by such
Lender for purposes of determining the effectiveness hereof).

      SECTION 3  Miscellaneous.
      3.1 Continuing Effectiveness, etc. As herein amended, the Credit Agreement
shall remain in full force and effect and is hereby  ratified  and  confirmed in
all respects.  After this  Amendment  become  effective,  all  references in the
Credit  Agreement and the other Loan Documents to "Credit  Agreement" or similar
terms shall refer to the Credit Agreement as amended hereby.



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      3.2  Counterparts.  This  Amendment  may  be  executed  in any  number  of
counterparts  and by the parties herto on separate  counterparts,  and each such
counterpart  shall be deemed to be an original but all such  counterparts  shall
together constitute one and the same Amendment.

      3.3   Governing Law.  This Amendment shall be governed by the laws of
the State of Illinois applicable to contracts made and to be performed
entirely within such State.

      3.4  Successors  and  Assigns.  This  Amendment  shall be binding upon the
Company,   the  Lenders  and  the  Administrative  Agent  and  their  respective
successors  and  assigns,  and shall  inure to the benefit of the  Company,  the
Lenders and the Administrative  Agent and the respective  successors and assigns
of the Lenders and the Administrative Agent.

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Amendment to be
duly  executed by their  respective  authorized  officers as of the day and year
first above written.

                                    CH ENERGY GROUP, INC.


                                    By:      /s/ Steven V. Lant
                                       ----------------------------
                                    Title:  Secretary and Treasurer

                                    THE FIRST NATIONAL BANK OF CHICAGO,
                                     Individually and as Administrative Agent

                                    By:_______________________
                                    Title______________________

                                    THE CHASE MANHATTAN BANK


                                    By:_______________________
                                    Title:______________________

                                    MARINE MIDLAND BANK


                                    By:________________________
                                    Title:______________________






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