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                                                June 6, 1997



OFICS Filer Support
SEC Operations Center
6432 General Green Way
Alexandria, VA 22312-2413

Ladies and Gentlemen:

            Pursuant to communication with Sean J. Klein, Esq., we
hereby deliver Amendment No. 1 on Form 10-K/A to this
Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, to refile two material contracts of the
Corporation which contain the material for which this
Corporation's confidentiality request has been withdrawn.



                                                Very truly yours,

                                                CENTRAL HUDSON GAS &
                                                ELECTRIC CORPORATION



                                          BY_________________________
                                                   ELLEN AHEARN
                                                    SECRETARY


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                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D. C. 20549

                         FORM 10-K/A - AMENDMENT NO. 1

                         TO ANNUAL REPORT ON FROM 10-K

                        REFILING TWO MATERIAL CONTRACTS
                                ---------------
(Mark One)

[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended......................December 31, 1996
                                      or
[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from...............to..................
Commission file number.....................................1-3268

                   CENTRAL HUDSON GAS & ELECTRIC CORPORATION      
            (Exact name of registrant as specified in its charter)

            New York                               14-0555980     
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                  Identification No.)

284 South Avenue, Poughkeepsie, New York                12601-4879  
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code (914) 452-2000

Securities registered pursuant to Section 12(b) of the Act:

                        Name of each exchange
Title of each class            on which registered 

Common Stock, $5.00 par value             New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

                              Title of each class

                          Cumulative Preferred Stock:

                       4 1/2% Series
                       4.75% Series
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                                AMENDMENT NO. 1

            The undersigned Registrant hereby amends and, as
amended, restates the following items of its Annual Report on
Form 10-K for the fiscal year ended December 31, 1996, as set
forth in the pages attached hereto:

                                    ITEMS:   EXHIBIT INDEX
                                             EXHIBITS





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