<PAGE>
               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D. C. 20549

                            FORM 10-K

                         ---------------
(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, 1995

                               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
                          7.72% Series (redeemed on 1/1/96)

<PAGE>
          Indicate by check mark whether the 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 if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [   ]

          The aggregate market value of the voting stock held by
non-affiliates of the Registrant as of February 14, 1996 was      
$528,598,374 based upon the lowest price at which Registrant's
Common Stock was traded on such date, as reported on the New York
Stock Exchange listing of composite transactions.

          The number of shares outstanding of Registrant's Common
Stock, as of February 14, 1996, was 17,546,834.


               DOCUMENTS INCORPORATED BY REFERENCE

          The following documents are incorporated by reference
in the respective Parts of this Form 10-K noted below:

          1.   Certain portions of Registrant's Annual Report to
               Shareholders, for the fiscal year ended December
               31, 1995, are contained in Exhibit 13 hereto and
               are incorporated by reference in Parts I, II and
               IV of this Report.

          2.   Registrant's definitive Proxy Statement, dated
               February 23, 1996, used in connection with its
               Annual Meeting of Shareholders to be held on April 
               2, 1996, is incorporated by reference in Part III
               hereof.










<PAGE>
                        TABLE OF CONTENTS
                        -----------------                         
                                                            Page

Table of Contents
                             PART I                          

Item 1    BUSINESS                                          1 

          Generally                                         1

               Electric Sales to IBM                        2

          Construction Program and Financing                2

          Rates                                             3

               Generally                                    3
               Rate Proceedings - Electric and Gas          3
               Cost Adjustment Clauses                      4
               Take-or-Pay Gas Liability                    4

          Fuel Supply and Cost                              4 

               Residual Oil                                 5
               Coal                                         6
               Natural Gas                                  6 
               Nuclear                                      7

          Research and Development                          7

          Environmental Quality                             7

               Air                                          8
               Water                                        10
               Toxic Substances and Hazardous Wastes        10
               Other                                        11

          Regulation                                        12 

               Generally                                    12
               Energy Policy Act of 1992                    12
               Alternative Electric Power Generation        13
               Energy Efficiency Programs                   13







                               (i)
<PAGE>
                   TABLE OF CONTENTS (Cont'd)
                   --------------------------
                                                            Page

Item 1    BUSINESS (Cont'd)                                   

          Other Matters                                     13 

               Competition                                  13
               Municipal Utilities                          14
               PASNY Economic
                Development Power                           14
               Company Electric Economic
                Development Rate                            15
               Marketing                                    15
               Labor Relations                              15
               EMF                                          15
               Affiliates                                   16

          Executive Officers of the Company                 16

Item 2   PROPERTIES                                         19

          Electric                                          19

               General                                      19
               Load and Capacity                            21
               Roseton Plant                                23
               Nine Mile 2 Plant                            24

          Gas                                               24

               General                                      24
               Current Gas Supply                           24
               Sufficiency of Supply and
                Future Gas Supply                           24
               Other                                        25

          Other Matters                                     25












                              (ii)
<PAGE>
                   TABLE OF CONTENTS (Cont'd)

                                                           Page
Item 3   LEGAL PROCEEDINGS                                  26

               Asbestos Litigation                          26
               Environmental Litigation                     27
               Environmental Claims - Newburgh
                Manufactured Gas Site                       27
               Catskill Incident                            27
               Wappingers Falls Incident                    28
               Income Tax Assessments                       29

Item 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY
          HOLDERS                                           30

                             PART II                     

Item 5    MARKET FOR THE COMPANY'S COMMON EQUITY AND
          RELATED STOCKHOLDER MATTERS                       30

Item 6    SELECTED FINANCIAL DATA                           31 

Item 7    MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS     31

Item 8    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA       31

          (a)  Financial Statements and Report of
                Independent Accountants                     31
          (b)  Supplementary Financial Information          32
          (c)  Other Financial Statements and Schedule      32

Item 9    CHANGES IN AND DISAGREEMENTS WITH
          ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
          DISCLOSURE                                        32
                            PART III                     

Item 10   DIRECTORS AND EXECUTIVE OFFICERS OF THE
          COMPANY                                           33

Item 11   EXECUTIVE COMPENSATION                            33

Item 12   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
          OWNERS AND MANAGEMENT                             33

Item 13   CERTAIN RELATIONSHIPS AND RELATED 
          TRANSACTIONS                                      33



                              (iii)
<PAGE>
                   TABLE OF CONTENTS (Cont'd)

                                                           Page

                             PART IV                     

Item 14   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
          REPORTS ON FORM 8-K                               34

          (a)  Documents filed as part of this Report:        

               1.  Financial Statements                     34
               2.  Financial Statement Schedule             34
               3.  Exhibits                                 34

          (b)  Reports on Form 8-K                          36

          (c)  Exhibits Required by Item 601 of 
                 Regulation S-K                             36

          (d)  Financial Statement Schedule required
               by Regulation S-X which is excluded 
               from the Company's Annual Report to
               Shareholders for the fiscal year ended
               December 31, 1995                            36

SIGNATURES                                                  37

INDEX TO FINANCIAL STATEMENTS                              F-1

REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE                               F-2

CONSENT OF INDEPENDENT ACCOUNTANTS                         F-2

FINANCIAL STATEMENT SCHEDULE FOR THE YEARS
 1995, 1994 AND 1993                         

SCHEDULE II - RESERVES                                 F-3 - F-5

EXHIBIT INDEX                                          E-1 - E-36

EXHIBITS                                                








                              (iv)
<PAGE>
                             PART I

          Item 1 - BUSINESS

GENERALLY

          Registrant ("Company") is a gas and electric
corporation formed on December 31, 1926, as a consolidation of
several operating utilities which had been accumulated under one
management during the previous 26 years.  The Company generates,
purchases and distributes electricity and purchases and
distributes gas.  The Company, in the opinion of its general
counsel, has, with minor exceptions, valid franchises, unlimited
in duration, to serve a territory extending about 85 miles along
the Hudson River and about 25 to 40 miles east and west from such
River.  The southern end of the territory is about 25 miles north
of New York City, and the northern end is about 10 miles south of
the City of Albany.  The territory, comprising approximately
2,600 square miles, has a population estimated at 623,000. 
Electric service is available throughout the territory, and
natural gas service is provided in and about the cities of
Poughkeepsie, Beacon, Newburgh and Kingston and in certain
outlying and intervening territory.  The number of Company
employees at December 31, 1995 was 1,288.

          The Company's territory reflects a diversified economy,
including manufacturing industries, research firms, farms,
governmental agencies, public and private institutions, resorts,
and wholesale and retail trade operations.

          Total revenues and operating income before income taxes
(expressed as percentages) derived from electric and gas
operations for each of the last three years were as follows:

          Percent of            Percent of Operating
          Total Revenues        Income before Income Taxes

          ELECTRIC   GAS        ELECTRIC     GAS

1995      80%        20%        90%          10%
1994      80%        20%        89%          11%
1993      82%        18%        89%          11%

          Consumption of electricity in New York State has
stabilized and, with an increase in supply, there is an excess of
electric generating capacity in the State.  And, as the utility
industry moves toward competition, large customers may have
increased opportunities to purchase electricity and natural gas
from sources other than the local utility.  In some instances, 
smaller customers may have the same options as larger customers. 

                              - 1 -
<PAGE>
          For further information on factors affecting the
industry see below subcaptions "Other Matters - Competition" and
"Regulation - Energy Policy Act of 1992" and the caption
"Competition" in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" (hereinafter
"MD&A"), which the MD&A, together with the Company's Consolidated
Financial Statements for the fiscal year ended December 31, 1995,
including the notes thereto, are hereinafter collectively called
"Company's 1995 Financial Statements", and are hereinafter
incorporated as Exhibit 13 hereto ("Exhibit 13").  

          Additional information concerning revenues and
operating profits, and information concerning identifiable assets
for the electric and gas segments, which are the significant
industry segments of the Company, are set forth in Note 9   
appearing on pages 74 through 75 of the Company's 1995 Financial
Statements, which Note 9 is incorporated herein by reference.

          Electric Sales to IBM:  Reference is made to the
caption "Other Developments - Electric Sales to IBM" on page 17
of the MD&A which caption is incorporated herein by reference,
for a discussion of the impact on the Company as a result of
sales to its largest customer, International Business Machines
Corporation ("IBM").

CONSTRUCTION PROGRAM AND FINANCING

          The Company is engaged in a construction program which
is presently estimated to involve total cash expenditures during 
the period 1996 through 2000 of approximately $293.0 million. 
The Company's principal construction projects consist of those 
designed to improve the reliability, efficiency and environmental
compatibility of the Company's generating facilities and those
required to expand, reinforce and replace the Company's
transmission, substation, distribution and common facilities.

          For estimates of construction expenditures, internal
funds available, mandatory and optional redemption of long-term
securities, and working capital requirements for the five-year
period 1996-2000, see the subcaptions "Construction Program" and
"Financing Program" under the caption "Capital Resources and
Liquidity" of the MD&A appearing on pages 12 through 14 and pages
15 and 16, respectively, of Exhibit 13 hereto, which subcaptions
are incorporated herein by reference.

          For a discussion of the Company's capital structure,
financing program and short-term borrowing arrangements, see
Notes 4 through 6 to the Company's 1995 Financial Statements, and
the subcaptions "Capital Structure," "Financing Program" and

                              - 2 -
<PAGE>
 "Short-term Debt" under the caption "Capital Resources and
Liquidity" of the MD&A appearing, in the case of said Notes, on
pages 54 through 60 of Exhibit 13 hereof and, in the case of said
subcaptions, on pages 14 through 16 of Exhibit 13 hereof, which
Notes and subcaptions are incorporated herein by reference.

          The Company's Certificate of Incorporation and its
various debt instruments do not contain any limitations upon the
issuance of authorized, but unissued, Preferred Stock and Common
Stock or of unsecured short-term debt.

          The Company's various debt instruments include
limitations as to the amount of additional funded indebtedness
which the Company can issue.  The Company believes such
limitations will not impair its ability to issue any or all of
the debt described under the above referenced subcaption
"Financing Program", incorporated herein by reference.

          The Company has authority from the PSC to issue, at any
time through December 31, 1997, unsecured short-term debt for
capital purposes in an aggregate principal amount not to exceed
at any time $52 million.

RATES

          Generally:  The electric and gas rates of the Company
applicable to service supplied to retail customers within the 
State of New York are regulated by the PSC.  Transmission rates 
and rates for electricity sold for resale in interstate commerce
are regulated by the Federal Energy Regulatory Commission
("FERC").

          The Company's present retail rate structure consists of
various rate and service classifications covering residential,
commercial and industrial customers.  During 1995, the average
price of electricity to such customers was 8.61 cents per kWh,
representing an increase of approximately 1.8% over the 8.46
cents average price during 1994.  The increase in the 1995
average price was due primarily to the elimination, during 1995,
of the 1994 refunds of Unit No. 2 of the Nine Mile Point Nuclear
Station ("Nile Mile 2 Plant") litigation credits.
     
          Rate Proceedings - Electric and Gas:  For information
regarding the Company's most recent electric and gas cases filed
with the PSC, see caption "Rate Proceedings" in the MD&A on pages
16 and 17 of Exhibit 13 hereto, which subcaption is incorporated
herein by reference.



                              - 3 -
<PAGE>
          Cost Adjustment Clauses:  The Company's tariff for
retail electric service includes a fuel cost adjustment clause
pursuant to which electric rates are adjusted to reflect changes
in the costs of fuels used in electric generation and of certain
purchased power from the level of such costs included in the
Company's base rates for electricity.  The Company's tariff for
gas service includes a gas cost adjustment clause pursuant to
which gas rates are adjusted to reflect changes in the price of
natural gas purchased from pipeline and/or third party suppliers
and certain costs of manufactured gas from the level of such
costs included in base rates for gas.  One combination utility in
New York State has voluntarily agreed with the PSC to eliminate
its electric fuel cost adjustment clause and its gas cost
adjustment clause.  There is a generic proceeding before the PSC
which addresses, among other things, the operation of electric
fuel adjustment clauses.  The Company can make no prediction as
to what effect this proceeding will have on the operation of its
electric fuel adjustment clause.  While the Company can make no
prediction as to whether the PSC would eventually eliminate the
electric fuel cost adjustment clause of the Company or any other
electric utility, elimination of such clause could adversely
affect the Company by increasing the risk that fuel cost
expenditures made to provide electric service would not be
recovered in rates.  

          For more information with respect to such clauses, see
the discussions under the subcaptions "Rate Proceedings -
Electric" and the caption "Sharing Arrangements" in the MD&A, on
page 16 and pages 23 through 24, respectively, of Exhibit 13
hereto and the caption "Rates, Revenues and Regulatory Matters"
and the subcaptions "Deferred Electric Fuel Costs" and "Deferred
Gas Costs" in Note 1 to the Company's 1995 Financial Statements
appearing on pages 47 and 48 of Exhibit 13 hereto, which captions
and subcaptions are incorporated herein by reference.

          Take-or-Pay Gas Liability:  For discussion of the
Company's settlement under the PSC proceeding commenced in 1988
to determine, among other things, whether recovery of some or all
of take-or-pay costs should be denied New York gas distribution
companies, see the caption "Take-or-Pay Gas Costs" in Note 8 to
the Company's 1995 Financial Statements appearing on pages 68 and
69 of Exhibit 13 hereto, which caption is incorporated herein by
reference.

FUEL SUPPLY AND COST

          The Company's two primary fossil fuel-fired electric
generating stations are the Roseton Plant (described in Item 2


                              - 4 -
<PAGE>
below under the subcaptions "Electric - General" and "Electric -
Roseton Plant") and the Danskammer Plant (referred to in Item 2
below under the subcaption "Electric - General").  The Roseton
Plant is fully equipped to burn both residual oil and natural
gas, the two units of which have been operated on an alternating
basis for six months at a time since August 1, 1994.  Commencing
in 1994, Units 1 and 2 of the Danskammer Plant, which are
equipped to burn residual oil or natural gas, have only operated
when the demand for power was high or purchased power and energy
exchange contracts were uneconomical.  Units 3 and 4 of the
Danskammer Plant are capable of burning coal, natural gas, or
residual oil.

          For the 12 months ended December 31, 1995, the sources
and related costs of electric generation for the Company were as
follows:
                                             Aggregate
Sources of               Percentage of       Costs in 1995
Generation               Energy Generated         ($000)    

Purchased Power               37.5%           $ 52,427        
Coal                          31.7              33,902     
Gas                           13.7              17,196     
Nuclear                       11.8               3,512    
Oil                            3.1               4,346   
Hydroelectric                  2.2                 388   
                              ----
                             100.0%
                             ======
Fuel Handling Costs                              1,493     
Deferred Fuel Cost                                  (1)
                                               -------
                                              $113,263       
                                              ========

          Residual Oil:  The Company had available, through
ownership or contractual arrangements with Amerada Hess
Corporation ("Hess"), oil storage facilities for the Danskammer
Plant having a capacity of 172,957 barrels at December 31, 1995. 
The Roseton Plant had available, through ownership or contractual
arrangements between Hess and the Company, oil storage facilities
having a capacity of 1,544,000 barrels, of which the Company's
share is 540,000 barrels.  At December 31, 1995, there were
480,788 barrels of fuel oil in inventory for use in these Plants,
which amount represents an average daily supply of 32 days.  The
oil storage contractual arrangements with Hess for the Danskammer
and Roseton Plants have been terminated as of January 31, 1996
due to the reduced operations of the Danskammer and Roseton
Plants.  The oil storage capacity as of January 31, 1996 for the


                              - 5 -
<PAGE>
Danskammer and Roseton Plants is 16,251 and 1,079,000 barrels,
respectively.  The Company's share of the Roseton Plant's oil
storage capacity is 377,650 barrels.

          As a result of the minimal fuel oil required at the
Danskammer Plant, all of that Plant's fuel oil requirements are
supplied through spot market purchases.  During 1995, the Roseton
Plant fuel oil requirements were supplied under a single
contract, the price of which was determined on the basis of
published market indices in effect at the time of delivery, and
such contract for the Roseton Plant permits the Company to make
certain spot purchases from others.  The term of such contract  
expires on August 31, 1996 and thereafter is automatically
extended on a year-to-year basis, subject to termination by
either party.

          Coal:  In order to provide for its requirements for
coal to be burned at Units 3 and 4 of the Danskammer Plant, the
Company has entered into two long-term contracts for the purchase
of up to an aggregate of 720,000 tons per year of low sulfur
(0.7% maximum) coal.  The unit costs of purchases under these
contracts are fixed for periods which end on December 31, 1996. 
Thereafter, coal will be supplied by supply contracts(s) to be
put in place, effective January 1, 1997.  The Company also
purchases a portion of its coal supply on the spot market.

          The Company has entered into agreements with two
railroads for the transportation of such coal, the cost of which
is subject to escalation and de-escalation based on formulas tied
to published and recognized rail cost indices.  One such
transportation agreement expires on March 31, 2000, subject to
earlier termination on certain dates by either party.  The other
such agreement expires on December 31, 1996 and is thereafter
automatically renewed on a year-to-year basis, subject to
termination by either party.

          Natural Gas:  The Company has in place an interim
contract for the supply of 100,000 Mcf. per day of natural gas
during April through October of each year for use as boiler gas
at the Roseton Plant.  Natural gas for the Danskammer Plant is 
purchased on the spot market.  Due to supply limitations and
deliverability constraints on both interstate gas pipelines and
the Company's gas facilities, natural gas is burned at the
Danskammer Plant and at the Roseton Plant, principally during the
months of April through October.  The aggregate volume of natural
gas used as boiler fuel during 1995 was 15.0 billion cubic feet.




                              - 6 -
<PAGE>
          Nuclear:  See the subcaption "Electric - Nine Mile 2
Plant" in Item 2 below for a discussion of fuel reloading at the
Nine Mile 2 Plant and the caption "Nuclear Operations" in the
MD&A on page 23 of Exhibit 13 hereto, such caption being
incorporated herein by reference.

RESEARCH AND DEVELOPMENT

          The Company is engaged in the conduct and support of
research and development ("R&D") activities that are focused on
providing enhanced customer services at lower cost.  Individual
projects aim to improve existing energy technologies and to
develop new technologies related to the production, distribution
and conservation of energy.  The PSC encourages electric and gas
utilities to maintain viable R&D programs and to dedicate
sufficient resources to assure that promising, innovative
technologies are fully explored and tested.  In addition, New
York law requires electric and gas utilities to contribute to
research related to new energy technologies to be undertaken by
the New York State Energy Research and Development Authority. 
The Company also leverages its R&D expenditures by contributing
to and seeking funding for electric and gas research, development
and demonstration projects sponsored by various state and
national research consortia and also for those sponsored by the
Company.

          The Company's expenditures, net of revenues from
royalties, for electric and gas research and development projects
amounted to $3.5 million in 1994 and $4.1 million in 1995.  The
Company projects that its 1996 expenditures for research and
development will total approximately $3.6 million.

ENVIRONMENTAL QUALITY

          The Company is subject to regulation by federal, state
and, to some extent, local authorities with respect to the
environmental effects of its operations, including regulations
relating to air and water quality, aesthetics, levels of noise,
hazardous wastes, toxic substances, protection of vegetation and
wildlife and limitations on land use.  In connection with such
regulation, certain permits are required with respect to the
Company's facilities, which permits have been obtained and/or are
in the renewal process.  Generally, the principal environmental
areas and requirements to which the Company is subject are as
follows:






                              - 7 -
<PAGE>
          Air:  State regulations affecting the Company's
existing electric generating plants govern the sulfur content of
fuel used therein, the emission of particulate matter and certain
other pollutants therefrom and the visibility of such emissions. 
In addition, federal and state ambient air quality standards for
sulfur dioxide, nitrogen oxides and suspended particulates must
be complied with in the area surrounding the Company's generating
plants.

          The Company operates an ambient air quality monitoring
system in the area surrounding the Roseton and Danskammer Plants,
which system is designed to provide measurements of sulfur
dioxide concentrations to indicate whether applicable air quality
standards are being met.  The Company believes that present air
quality standards for nitrogen oxides, sulfur dioxide and
particulates are satisfied in the area surrounding the Danskammer
and Roseton Plants.

          The Danskammer Plant burns coal having a maximum sulfur
content of 0.7%, fuel oil having a maximum sulfur content of 1%
and natural gas.  The sulfur content of the oil burned at the
Roseton Plant is limited by stipulation with, among others, the
New York State Department of Environmental Conservation
("NYSDEC"), to an amount not exceeding 1.5% maximum and 1.3%
weighted annual average.  Such sulfur content limitation at the
Roseton Plant can be modified by the NYSDEC in the event of
technological changes at such Plant, provided that the sulfur
dioxide and nitrogen oxides emissions are limited to that which
would have been generated by the use of oil with a sulfur content
of 1.3% on a weighted annual average.  Natural gas fuel is also
burned at Roseton.

          Reference is made to the caption, "Environmental
Matters - Clean Air Act Amendments" in Note 8 of the Company's
1995 Financial Statements on pages 69 and 70 of Exhibit 13
hereto, which caption is herein incorporated by reference, for a
discussion of the impact of such Amendments on the Company's
efforts to attain and maintain national ambient air quality
standards for emissions from its fossil-fueled electric power
plants.

          The "acid rain" control program under the Clean Air Act
Amendments ("CAA Amendments") for sulfur dioxide and nitrogen
oxides reduction from power plants do not affect the Company's
generating plants until January 1, 2000; however, the program
required the Company to install continuous emission monitors on
its power plants by January 1, 1995.  The Company has complied
with this requirement at a cost of approximately $1.4 million.



                              - 8 -
<PAGE>
The "acid rain" control program provides for emission allowances
that will be allocated to power plants, which can be transferred
between power plants and utilities.  If emission allowances were
exceeded in a year, reductions in future emissions would be
required and fines could be assessed.  Although subject to
reevaluation as U.S. Environmental Protection Agency ("EPA")
regulations are issued, the Company currently anticipates that it
will have adequate allowances for the operation of its facilities
if sufficient gas is available for consumption at the Roseton
Plant.  

          Under the provisions for designated non-attainment
areas in the CAA Amendments, states are required to identify
measures to be taken to meet schedules for attaining established
standards.  In New York State, sources of nitrogen oxides
emissions were required to install "Reasonably Available Control
Technology" ("RACT"), by May 31, 1995, to assist in achieving
attainment of the NAAQS for ozone.  The Company has installed
combustion controls required to meet the RACT standards for its
generating facilities at a cost of approximately $8.4 million.  

          On September 27, 1994, the 12 states (which include the
Northeastern states) and the District of Columbia comprising the
"Ozone Transport Commission" ("OTC") (an entity created pursuant
to the provisions of the CAA Amendments that recommends to the
EPA strategies for air pollution control within the region
covered by the OTC) signed a memorandum of understanding ("MOU")
concerning future, additional nitrogen oxide reductions which the
OTC believes are necessary to achieve the NAAQS for ozone in the
Northeastern United States for non-attainment areas in which the
Company's facilities are located.  The MOU-specified reductions
of nitrogen oxide emissions are equivalent to 65% of the
emissions from a 1990 baseline, beginning in 1999.  In 2003,
reductions equivalent to 75% of the 1990 baseline may be
required, subject to the assessment of the results of further
research.  The establishment of an allowance trading program for
nitrogen oxide, similar to that provided for sulfur dioxide, is
also contemplated in the MOU.  The Company's current assessment
of the MOU indicates that the Roseton Plant will be able to meet
the 1999 emissions limits through allowance trading, gas-firing
and operation of its nitrogen oxide RACT controls.  Additional
controls may be required at the Danskammer Plant, especially if a
competitive market for the trading of nitrogen oxide allowances
fails to materialize.  Such controls may require the use of
selective, non-catalytic reduction, the cost of which is
estimated to be $5 million.





                              - 9 -
<PAGE>
          Except as set forth above, the Company is unable to
predict the effect (including cost) of these programs on its
power plant operations since the details of the CAA Amendments
are yet to be completely established by implementing regulations
to be issued over a period of years by the EPA and the NYSDEC.

          Water:  The Company is required to comply with
applicable state and federal laws and regulations governing the
discharge of pollutants into receiving waters.

          The discharge of any pollution into navigable waterways
is prohibited except in compliance with a permit issued by the
EPA under the National Pollutant Discharge Elimination System
("NPDES") established under the Clean Water Act.  Likewise, under
the New York Environmental Conservation Law industrial waste
cannot be discharged into state waters without a State Pollutant
Discharge Elimination System ("SPDES") permit issued by the
NYSDEC.  Issuance of a SPDES permit satisfies the NPDES permit
requirement.  The Company has received SPDES permits for both the
Roseton Plant and the Danskammer Plant, its Eltings Corners
maintenance and warehouse facility, and its Rifton Recreation and
Training Center.  The SPDES permits for the Roseton Plant and the
Danskammer Plant expired on October 1 and November 1, 1992, 
respectively, and such permits are the subject of separate
renewal proceedings currently pending before the NYSDEC.  In the
Roseton Plant proceeding, the subject of the restriction on use
of water for cooling purposes at that Plant (as referred to in
Item 3 below, under the caption "Environmental Litigation") is
also being discussed.  Such SPDES permits may be renewed in 1997,
but the Company can make no estimate as to the conditions, if
any, to which such SPDES permits may be subject.  It is the
Company's belief that the expired SPDES permits continue in full
force and effect pending issuance of the new SPDES permits.

          Toxic Substances and Hazardous Wastes:  The Company is
subject to state and federal laws and regulations relating to the
use, handling, storage, treatment, transportation and disposal of
industrial, hazardous and toxic wastes.

          The NYSDEC in 1986 added to the New York State Registry
of Inactive Hazardous Waste Disposal Sites (the "Registry") six
locations at which gas manufacturing plants owned or operated by 
the Company or by predecessors to the Company were once located. 
Two other sites, which formerly contained gas manufacturing
plants, have been identified by the Company.  The Company studied
these eight sites to determine whether they contain any hazardous
wastes which could pose a threat to the environment or public
health and, if such wastes were located at such sites, to
determine the remedial actions which may be appropriate.


                              - 10 -
<PAGE>
All eight sites were studied using the Phase I guidelines of the
NYSDEC and five such sites were studied using the more extensive
Phase II guidelines of the NYSDEC.  As a result of these studies,
the Company concluded that no remedial actions were required at
any of these sites.  In 1991, the NYSDEC advised the Company that
four of the six sites had been deleted from such Registry.  In
1992, the NYSDEC advised the Company that the two remaining sites
listed on the Registry had been deleted from the Registry.  The
NYSDEC also indicated that such deletions of the sites were
subject to reconsideration in the future, at which time new
analytical tests may be required to determine whether or not
wastes on site are hazardous.  If, as a result of such potential
new analytical tests, or otherwise, remedial actions were
ultimately required at these sites by the NYSDEC, the cost
thereof could have a material adverse effect (the extent of which
cannot be reasonably estimated) on the financial condition of the
Company if the Company could not recover all, or a substantial
portion thereof, through rates.  

          In August 1992, the NYSDEC notified the Company that
the NYSDEC suspected that the Company's offices at Little Britain
Road in New Windsor, Orange County, New York, may constitute an
inactive hazardous waste disposal site.  The Company and NYSDEC
executed in February 1995 a Consent Order providing that the
Company will perform a preliminary site assessment, at an
estimated cost of $120,000.  On January 31, 1996, a draft final
report on this preliminary site assessment study ("draft report")
prepared by the Company's consultant was submitted to the NYSDEC
for its review, evaluation and comment.  The draft report
indicated that a limited amount of subsurface soil contamination
was detected near one corner of the site and that contaminants
were also detected in the ground water beneath the site. 
Operations conducted on the site by the Company since it
purchased the property in 1978 are not believed to have
contributed to either the soil or the ground water contamination.
The Company can make no (i) prediction regarding what action the
NYSDEC may take with regard to the draft report, (ii) reasonable
estimate of the cost of remediation, if any, for which it may be
responsible or (iii) prediction as to the outcome of recovery
attempts against third parties.

          Other:  The Company estimates that expenditures
attributable, in whole or in substantial part, to environmental
considerations totaled $11 million in 1995, of which about $3.2
million related to capital projects and $7.8 million were charged
to expense.  It is estimated that in 1996 the total of such
expenditures will be approximately $11.6 million.




                             - 11 -
<PAGE>
          The Company is not involved as a party defendant in any
court litigation with respect to environmental matters and, to
the best of its knowledge, no litigation against it is threatened
with respect thereto, except with respect to the litigation
described below under Item 3 hereof under the captions
"Environmental Litigation" and "Environmental Claims - Newburgh
Manufactured Gas Site", and as described above under the
subcaption "Environmental Quality - Toxic Substances and Hazard-
ous Wastes". 

REGULATION

          Generally:  The Company is subject to regulation by the
PSC with respect to, among other things, service rendered
(including the rates charged), major transmission facility
siting, energy planning, accounting procedures and issuance of
securities.

          Certain of the Company's activities, including
accounting and the acquisition and disposition of certain
property, are subject to regulation by the FERC, under the
Federal Power Act, by reason of the Company's transmission and
sale for resale of electric energy in interstate commerce.

          The Company is not subject to the provisions of the
Natural Gas Act.

          In the opinion of general counsel for the Company, the
Company's major hydroelectric facilities are not required to be
licensed under the Federal Power Act.

          Energy Policy Act of 1992:  Under the Energy Policy Act
of 1992 ("Energy Act"), FERC may order electric utilities to
provide wholesale transmission service ("wholesale wheeling") for
others if, among other things, the order meets certain
requirements as to cost recovery and fairness of rates.  A
transmitting utility need not provide the transmission service if
FERC finds that the service requires the enlargement of
transmission capacity and the utility has failed, after making a
good faith effort, to obtain the necessary approvals or property
rights under applicable law.  Although the Energy Act prohibits
FERC-ordered retail transmission service to a customer ("retail
wheeling"), the Energy Act does not affect any authority of state
or local governments with respect to retail wheeling.  The
Company can make no prediction as to the effect on it of the
Energy Act; however, it believes that such Act could have an
extensive impact upon current competitive relationships in the
electric utility industry.



                             - 12 -
<PAGE>
          Alternative Electric Power Generation:  Pursuant to the
provisions of the federal Public Utility Regulatory Policies Act
of 1978 ("PURPA"), and the New York Public Service Law, the
Company is required to enter into long-term contracts to purchase
electric power generated by small hydro, alternative energy and
cogeneration facilities which meet qualification standards
established by such statutes and the regulatory programs 
promulgated thereunder.  With respect to facilities qualified
under PURPA, the Company must pay its avoided cost (i.e., the
cost the Company would otherwise incur to generate the increment
of power purchased) for electric power purchased from qualified
facilities, which, under the New York Public Service Law, is "at
rates just and reasonable to electric [...] corporation
ratepayers."  As of December 31, 1995, the Company's avoided cost
at the 115 KV transmission level was approximately 3.0 cents per
kWh.

          As of December 31, 1995, 19 MW of generation,
qualifying for avoided cost payments by the Company, was
interconnected with the Company's system.  The opportunity under
PURPA and the New York Public Service Law to require the Company
to purchase power from qualifying facilities could serve as an
inducement to the Company's industrial and commercial customers
to install their own qualifying on-site generation facilities to
reduce their purchases of electric power from the Company which
would result in losses of revenues from such customers.  However,
as of December 31, 1995, no significant customer has indicated to
the Company the intention to pursue such alternative.

          Energy Efficiency Programs:  In December 1994, the
Company and the PSC Staff reached an agreement which called for
the Company to increase substantially the energy savings goals of
its 1995 Energy Efficiency Program and provided that the PSC
Staff not recommend any cost disallowance or penalty against the
Company.  The Company's 1995 Energy Efficiency Program was filed
with the PSC in December 1994 and the PSC approved said agreement
and such Program on January 12, 1995.  The PSC issued its Order
in regard to this matter on June 26, 1995.  In response to the
PSC's directives, the Company filed with the PSC the Company's
Energy Efficiency Program for 1996 on November 13, 1995, which
projects a reduction of 1 MW in the Company's 1996 summer peak
load demand.  The PSC has not issued an Order with respect to the
Company's 1996 Energy Efficiency Plan.

OTHER MATTERS

          Competition:  For a discussion with respect to
competition as it generally affects the Company, with respect to
electric and natural gas service, the Company's response to such


                             - 13 -
<PAGE>
competition and the PSC Competitive Opportunities Proceeding
currently underway, see the caption "Competition" in the MD&A on
pages 6 through 11 of Exhibit 13 hereto, which caption is
incorporated herein by reference.

          Sithe Energies, Inc., a large independent power
producer in the service territory of Niagara Mohawk Power
Corporation ("Niagara Mohawk"), filed with the PSC, on or about
December 8, 1995, a petition requesting the PSC to commence a new
proceeding to adopt a program that would encourage the merger of
New York's investor-owned electric utilities into two companies
and the establishment of a "blue-ribbon" panel to consider the
closure of some or all of their nuclear generating facilities. 
The Company disagrees with such petition, but can make no
prediction as to what action, if any, the PSC will take with
respect to this matter.

          Municipal Utilities:  Article 14-A of the New York
General Municipal Law permits any municipality to construct,
lease, purchase, own, acquire, use and/or operate any utility 
service for the benefit of its inhabitants, and, in furtherance
thereof, permits any municipality to acquire, through purchase or
condemnation, the public utility service of any public utility
company.

          The current and projected excess supply of electricity
in the Northeastern United States and in Canada has significantly
depressed wholesale prices, and the increased level of
competition in the electric utility industry could cause
municipalization efforts to intensify.  The Company is not aware
of any municipalization efforts in its franchise area.

          PASNY Economic Development Power:  The New York State
Economic Development Power Allocation Board is authorized by law
to solicit applications for "economic development power" by
municipalities or municipal agencies on behalf of businesses 
which normally use a minimum peak electric demand of 400 kW for 
purposes of economic development, particularly job creation. 
"Economic Development Power" ("EDP") is electric power generated
at the Fitzpatrick Nuclear Generating Station of the Power
Authority of the State of New York ("PASNY") which is available
for such purpose.  Should such power be allocated to a customer
within the Company's service territory, the Company would be
required to wheel such power to the user at a cost-based rate,
which must be approved by the PSC.  

          As of February 16, 1996, the Company is not aware of
any of its electric customers having applied for such EDP.



                             - 14 -
<PAGE>
          Company Electric Economic Development Rate:  In October
1994, the PSC approved the Company's proposed tariff amendments
to provide an economic development electric rate discount for
large industrial customers (which exhibit new annual electric
load of 500 kW or more) taking substation or transmission service
which locate or expand their business operations within the
Company's service territory.  Certain energy efficiency
guidelines must also be met by eligible customers.  Qualifying
customers pay lower electric prices for the increased load, with
savings on current rates for ten years.  Customers must apply for
the discount by October 1, 1999.

          As a result of the Company's economic development
electric discount rate described above, MiCRUS, a joint venture
project located in the Company's franchise territory of Cirrus
Logic, Inc. and IBM, elected to take electric service from the
Company under such rate and began its semi-conductor
manufacturing operations on January 1, 1995.

          Marketing:  The Company promotes the use of gas and
electricity by encouraging the purchase of energy efficient gas
and electric appliances, particularly gas heaters, ground source
heat pumps, electric water heaters and night security, area and
flood lighting.  The Company believes that (i) certain targeted
marketing efforts will improve sales and revenues without
adversely affecting energy efficiency efforts and (ii) such
improved sales will favorably affect unit costs and,
consequently, reduce the need for and/or the magnitude of future
rate increases.

          Labor Relations:  The Company has agreements with the
International Brotherhood of Electrical Workers for its 899     
unionized employees, representing production and maintenance
employees, customer relations representatives, service workers
and clerical employees, excluding persons in managerial,
professional or supervisory positions, which agreements were
renegotiated effective July 1, 1994 and continue through June 30,
1998.  The agreements provide for an average general wage
increase of 3.2% in each of the first three years of such
agreements and a 3.5% increase in the fourth year of such
agreements, and certain additional fringe benefits.  

          EMF:  Recently there have been ongoing public
discussions surrounding electromagnetic fields ("EMF") and
harmful health effects allegedly associated with exposure to EMF. 
A number of studies have been conducted and are ongoing in an
attempt to ascertain what, if any, relationship exists between
exposures to varying levels of EMF and the development of certain
illnesses, particularly certain types of cancer.  It is the 


                              - 15 -
<PAGE>
Company's understanding that the general consensus is that
results of such studies have been inconclusive, and that a causal
link between exposure to EMF and adverse health effects has not
been found.  The Company supports EMF research efforts through
the Empire State Electric Energy Research Corporation and the
Electric Power Research Institute, two utility industry research
associations. 

          The publicity surrounding EMF has produced litigation
against a number of utilities across the country involving claims
of personal injury and property damage.  

          Affiliates:

                     Central Hudson Enterprises Corporation: 
Central Hudson Enterprises Corporation, a wholly-owned subsidiary
of the Company, is engaged in the business of conducting energy
audits and providing services related to the design, financing,
installation and maintenance of energy conservation measures and
cogeneration systems for private businesses, institutional 
organizations and governmental entities.  

                     Central Hudson Cogeneration, Inc.:  Central
Hudson Cogeneration, Inc., a wholly-owned subsidiary of the
Company, participates in cogeneration, small hydro and alternate
energy production projects, directly or through one or more of
its affiliates.
                     CH Resources, Inc., Phoenix Development
Company, Inc., and Greene Point Development Corporation:  These
corporations, each a wholly-owned subsidiary of the Company, were
established to either hold real property for the future use of
the Company or to participate in energy-related ventures.
Currently, such subsidiaries either do not hold assets or hold
assets of little market value.

          It is proposed to merge Central Hudson Cogeneration,
Inc. into Central Hudson Enterprises Corporation.  A petition is
pending before the PSC seeking approval of such merger.  The
Company cannot presently predict what action the PSC will take
with respect to such petition.

EXECUTIVE OFFICERS OF THE COMPANY

          The names of the current officers of the Board of
Directors and the executive officers of the Company, their
positions held and business experience during the past five (5)
years and ages (at December 31, 1995) are as follows:




                             - 16 -
<PAGE>
                            Principal Occupation or
                            Employment and Positions
Name of Officer and       and Offices with the Company 
   Position Held         during the past five (5) years       Age
-------------------      ------------------------------       ---
                      Officers of the Board
                      ---------------------

John E. Mack, III,       Present positions                     61
  Chairman of the Board
  and Chief Executive                                    
  Officer; Chairman of                   
  the Executive and 
  Retirement Committees

Jack Effron,             Present position since April 1994;    62
  Chairman of Committee  President of Efco Products, a 
  on Compensation and    bakery ingredients corporation; 
  Succession             member of the St. Francis Health 
                         Care Foundation; Chairman of the 
                         Chief Executive's Network for 
                         Manufacturing of the Council of 
                         Industry of Southeastern New York

Heinz K. Fridrich        Present position since April 1995;    62
  Chairman of Committee  Courtesy Professor, University of
  on Audit               Florida at Gainesville, since 1994;
                         Vice President - Manufacturing  
                         International Business Machines
                         Corporation, 1991 - September 1993;
                         Board of Trustees; Mount St. Mary 
                         College, 1991 - 1993

Howard C. St. John,      Present positions; Chairman of the    72
  Chairman of Committee  Board of Ulster Savings Bank;
  on Finance and Vice    lawyer, member of the law firm of 
  Chairman of the Board  Howard C. St. John & Associates - 
                         both of Kingston, N.Y.; Chairman of
                         the Board of Stavo Industries, a 
                         liquid filtration business in 
                         Kingston, N.Y.

                Executive Officers of the Company
                ---------------------------------
Paul J. Ganci,           Present position                      57
  President and Chief    
  Operating Officer




                             - 17 -
<PAGE>
                            Principal Occupation or
                            Employment and Positions
Name of Officer and       and Offices with the Company 
   Position Held         during the past five (5) years       Age
-------------------      ------------------------------       ---
         Executive Officers of the Company - (Continued)
         -----------------------------------------------

John F. Drain            Vice President - Finance and          63
  (Retired July          Controller April 1993 to 
   1, 1995)              Retirement July 1, 1995; Vice
                         President - Controller and
                         Treasurer, 1991 - April 1993; 
  
Carl E. Meyer,           Present position since November       48
  Vice President -       1992; Vice President - Engineering
  Customer Services      and Production, 1991 - November
                         1992

Allan R. Page,           Present position since November       48
  Vice President -       1992; Vice President - Customer 
  Corporate Services     Services, 1991 - November 1992

Joseph J. DeVirgilio,    Present position                      44
  Jr., Vice President -  
  Human Resources and    
  Administration

Ronald P. Brand,         Present position since November       57
  Vice President -       1992; Assistant Vice President -
  Engineering and        Engineering, 1991 - November 1992
  Environmental Affairs  

Benon Budziak,           Present position since February       63
  Vice President -       1994; Assistant Vice President - 
  Fossil Production      Fossil Production, November 1992 - 
                         February 1994; Manager - Fossil 
                         Production, 1991 - November 1992

Ellen Ahearn,            Present position since April 1994;    41
  Secretary              Assistant Secretary and Internal 
                         Auditing Manager, August 1992 - 
                         April 1994; Internal Auditing Manager
                         1991 - August 1992

Steven V. Lant,          Present positions since April 1993;   38
  Treasurer and          Assistant Treasurer and Assistant
  Assistant Secretary    Secretary, December 1991 - April
                         1993; Assistant Treasurer, until 
                         1991

                             - 18 -
<PAGE>
                            Principal Occupation or
                            Employment and Positions
Name of Officer and       and Offices with the Company 
   Position Held         during the past five (5) years       Age
-------------------      ------------------------------       ---
         Executive Officers of the Company - (Continued)
         -----------------------------------------------

Donna S. Doyle           Present position since April 1995;    47
  Controller             Assistant Controller April 1994 -
                         April 1995; Manager of Taxes, Budgets
                         and Customer Accounting, April 1993 -
                         April 1995; Manager of Plant and
                         Depreciation and General Accounting,
                         1991 - April 1993

Arthur R. Upright,       Present position since February       52
  Assistant Vice         1994; Manager Cost and Rate
  President - Cost       and Financial Planning, 1991 -
  and Rate and           February 1994
  Financial Planning     

Gladys L. Cooper         Present position since September      44
  Assistant Vice         1995; leave of absence for
  President -            educational purposes August 1992 -
  Governmental           September 1995; Secretary, 1991 -
  Relations              April 1994                            



          There are no family relationships existing among any of
the executive officers of the Company.


          Each of the above executive officers is elected or
appointed annually by the Board of Directors.

          Item 2 - PROPERTIES

ELECTRIC

          General:  The net capability of the Company's electric
generating plants as of December 31, 1995, the net output of each
plant for the year ended December 31, 1995, and the year each
plant was placed in service or rehabilitated are as set forth
below:





                             - 19 -
<PAGE>
<TABLE>
<CAPTION>                                                    (MW)*
Electric                                                 Net Capability   1995 Unit
Generating                               Year Placed        (95-96)      Net Output
Plant            Type of Fuel            In Service     Summer   Winter     (MWh)  
<S>              <C>                     <C>            <C>      <C>     <C>
Danskammer       Residual Oil, Natural   1951-1967        478      487    2,113,927
Plant            Gas and Coal

Roseton Plant    Residual Oil            1974             420      418      550,870
(35% share)**    and Natural Gas

Neversink        Water                   1953              22       22       55,188
Hydro Station

Dashville        Water                   1920               5        5        9,967
Hydro Station

Sturgeon Pool    Water                   1924              16       16       49,399
Hydro Station

High Falls       Water                   1986               3        3        4,226
Hydro Station

Coxsackie        Kerosene or             1969              22       26        1,797
Gas Turbine      Natural Gas

So. Cairo        Kerosene                1970              20       24          428
Gas Turbine

Nine Mile 2      Nuclear                 1988             101      101      650,893
Plant (9% share)                                       ------   ------    ---------
                                         Total          1,087    1,102    3,436,695        
                           
*  Reflects Company ownership of generation resources and, therefore, does not include
   firm purchases or sales.
** Since August 1, 1994, the Roseton Plant units have been scheduled to operate            
   alternately on a six-month cycle.
                                          - 20 -
</TABLE>
<PAGE>
          The Company has a contract with PASNY which entitles
the Company to 49 MW net capability from the Blenheim-Gilboa
Pumped Storage Hydroelectric Plant through 2002.

          Since 1975, the Company has purchased capacity in
relatively small amounts from the Fitzpatrick Nuclear Plant of
PASNY, pursuant to a contract which may be terminated by either
party on 12 months' notice.  Under such contract, the maximum
capacity which can be purchased during specific periods is 8 MW. 
The Company elected to terminate this contract effective April
30, 1995.

          See Item 1 above, under the subcaption "Regulation -
Alternative Electric Power Generation," with respect to
alternative electric power generation interconnected with the
Company's system.

          The Company owns 84 substations having an aggregate
transformer capacity of 4.4 million KVA.  The transmission system
consists of 584 pole miles of line and the distribution system of 
7,258 pole miles of overhead lines and 808 trench miles of
underground lines.

          Load and Capacity:  The Company's maximum one-hour
demand within its own territory, for the year ended December 31,
1995, occurred on August 2, 1995 and amounted to 902 MW.  The
Company's maximum one-hour demand within its own territory, for
that part of the 1995-1996 winter capability period through
February 16, 1996 occurred on January 7, 1996 and amounted to   
812 MW.

          Based on current projections of peak one-hour demands
for the three-year period comprising the 1996 summer capability
period through the winter capability period of 1998-1999 the
Company estimates that it will have capacity available to satisfy
its projected peak demands plus the estimated installed reserve
generating capacity requirements which it is required to maintain
as a member of the New York Power Pool ("NYPP"), described below. 
The following table sets forth the amounts of any excess capacity
by summer and winter capability periods for such three-year
period:










                             - 21 -
<PAGE>
<TABLE>                                                            
<CAPTION>                          Peak +                   Excess of Capacity over
                   Forecasted      Installed   Available    Peak Plus NYPP Installed
 Capability          Peak          Reserve of  Capacity     Reserve Requirements
   Period             (MW)         18% (MW)      (MW)        (MW)       Percent
<S>      <C>         <C>            <C>         <C>          <C>          <C>
1996     Summer       900           1,062       1,177        115          10.8
1996-97  Winter       835           1,062*      1,159         97           9.1
1997     Summer       930           1,097       1,177         80           7.3
1997-98  Winter       855           1,097*      1,159         62           5.7
1998     Summer       950           1,121       1,177         56           5.0
1998-99  Winter       870           1,121*      1,159         38           3.4

             
*    Summer period peak plus reserve requirements carry over to the following winter
     period.

     The foregoing table reflects the reduction in capacity requirements as a result of
     the Company's Energy Efficiency Programs described above in Item 1 under the
     subcaption "Regulation - Energy Efficiency Programs".
     



          










                                          - 22 -
</TABLE>
<PAGE>
          The Company is a member of the NYPP consisting of the
major investor-owned electric utility companies in the State and
PASNY.  The members of the NYPP, by agreement, provide for
coordinated operation of their bulk power electric systems with a
view to the use of the most economical source of electricity, for
the maintenance of a reserve margin equal to at least 18% of each
member's forecasted peak load and for the sale and interchange of
electric generating capability and energy among such members. 
The members of the NYPP also provide for the cooperative
development of long-range plans for the expansion on an
integrated basis of the bulk power supply system for New York
State, compatible with environmental standards, and appropriately
related to interstate and international capacity and reliability
considerations.

          Roseton Plant:  The Roseton Plant is located in the
Company's franchise area at Roseton, New York, and is owned by
the Company, Consolidated Edison Company of New York ("Con
Edison") and Niagara Mohawk as tenants-in-common.  The Roseton
Plant, placed in commercial operation in 1974, has a generating
capacity of 1,200 MW consisting of two 600 MW generating units,
both of which are capable of being fired either by residual oil
or natural gas (see subcaption below entitled "Gas - Sufficiency
of Supply and Future Gas Supply").  The Company is acting as
agent for the owners with respect to operation of the Roseton
Plant.  Generally, the owners share the costs and expenses of the
operation of such Plant in accordance with their respective
ownership interests.

          For more information with respect to the Roseton Plant,
see the caption "Roseton Plant" in Note 8 to the Company's 1995
Financial Statements appearing on pages 65 and 66 of Exhibit 13
hereto, which caption is incorporated herein by reference.

          The 345 kV transmission lines and related facilities to
connect the Roseton Plant with other points in the system of the
Company and with the systems of Con Edison and Niagara Mohawk to
the north and west of such Plant are 100%-owned by the Company. 
The share of each of the parties in the output of the Roseton
Plant is transmitted over these lines pursuant to a certain
transmission agreement relating to such Plant, which provides,
among other things, for compensation to the Company for such use
by the other parties.  In addition, the Company has contract
rights which entitle the Company to the lesser of 300 MW or one
quarter of the capacity in a 345 kV transmission line owned by
PASNY, which connects the Roseton Plant with a Con Edison
substation to the east of such Plant in East Fishkill, New York.  
In exchange for these rights, the Company agreed to provide PASNY
capacity in the 345 kV transmission lines the Company owns from
the Roseton Plant, to the extent it can do so after satisfying
its obligations to Con Edison and Niagara Mohawk.
                             - 23 -
<PAGE>
          Nine Mile 2 Plant: Reference is made to the caption
"Nuclear Operations" in the MD&A, on page 23 of Exhibit 13 hereto
and Note 2 to the Company's 1995 Financial Statements, on pages
49 through 51 of Exhibit 13 hereto, which caption and Note are
incorporated herein by reference, for a discussion of the
Company's ownership interest in, costs for, and certain operating
matters relating to the Nine Mile 2 Plant.  A scheduled refueling
outage for the Nine Mile 2 Plant was completed in June 1995.  The
next refueling outage is scheduled to commence in September 1996,
with a targeted 37-day duration.

GAS

          General:  The Company's gas system consists of 159
miles of transmission pipelines and 949 miles of distribution
pipelines.

          Current Gas Supply:  During 1995, natural gas was
available to firm gas customers at a price competitive with that
of alternative fuels.  As compared to 1994, in 1995, firm retail
gas sales, normalized for weather, increased by 3.2% and the
average number of firm gas customers increased by 0.7% or 417. 
Sales to interruptible customers increased 70% in 1995 as
compared to 1994.

          For information on the Company's gas suppliers and gas
storage capability, see the caption "Natural Gas Supply" in Note
8 to the Company's 1995 Financial Statements appearing on pages
67 and 68 of Exhibit 13 hereto, which caption is incorporated
herein by reference.

          For the year ended December 31, 1995, the total amount
of gas purchased from all sources was 32,842,937 Mcf., which
includes 1,019,441 Mcf. purchased directly for use as a boiler
fuel at the Roseton Plant.

          The Company owns two propane-air mixing facilities for
emergency and peak shaving purposes located in Poughkeepsie and
in Newburgh, New York.  Each facility is capable of supplying
8,000 Mcf. per day with propane storage capability adequate to
provide maximum facility sendout for up to three consecutive
days.

          Sufficiency of Supply and Future Gas Supply:  The peak
daily demand for natural gas by the Company's customers for the
year ended December 31, 1995 occurred on February 6, 1995 and 
amounted to 105,952 Mcf.  The Company's peak-day gas capability
in 1995 was 116,865 Mcf.  The peak daily demand for natural gas
by the Company's customers for that part of the 1995-1996 heating
season through February 16, 1996, occurred on December 11, 1995
and amounted to 93,461 Mcf.
                             - 24 -
<PAGE>
          Other:  FERC permits non-discriminatory access to the
pipeline facilities of interstate gas pipeline transmission
companies subject to the jurisdiction of FERC under the Natural
Gas Act.  This rule allows access to such pipelines by the
pipeline transmission company's customers enabling them to
transport gas purchased directly from third parties and spot
sources through such pipelines.  Such access, moreover, also
permits industrial customers of gas distribution utilities to
connect directly with the pipeline transmission company and to
contract directly with the pipeline transmission companies to
transport gas, thereby by-passing the distribution utility.  The
PSC has authorized New York State distribution gas utilities to
transport customer-owned gas through its facilities upon request
of a customer.  Currently, interstate pipeline transmission
companies are located in certain areas where the Company provides
retail gas service (the Towns of Carmel, Pleasant Valley,
Coxsackie, and LaGrange).

          For a discussion of the PSC proceeding relating to
issues associated with the restructuring of the natural gas
market, see also the subcaption "Competition - New York - Natural
Gas" in the MD&A, on pages 9 through 10 of Exhibit 13 hereto, and
the caption "Natural Gas Supply" in  Note 8 to the Company's 1995
Financial Statements appearing on pages 67 and 68 of Exhibit 13
hereto, which subcaption and caption are incorporated herein by
reference.

OTHER MATTERS

          The Danskammer Plant and the Roseton Plant and all of
the other principal generating plants and important property
units of the Company are held by it in fee simple, except (1) 
certain rights-of-way, and (2) a portion of the property used in 
connection with the hydroelectric plants of the Company
consisting of flowage or other riparian rights.  The Company's
present interests in the Roseton Plant and the Nine Mile 2 Plant
are owned as undivided interests as a tenant-in-common with the
other utility owners thereof.  Certain of the properties of the
Company are subject to rights-of-way and easements which do not
interfere with the Company's operations.  In the case of certain
distribution lines, the Company owns only a part interest in the
poles upon which its wires are installed, the remaining interest
being owned by telephone companies.  Certain electric
transmission facilities owned by others are used by the Company
pursuant to long-term contractual arrangements.

          All of the physical properties of the Company (other
than property, such as material and supplies, excluded in the
Company's Mortgage) and its franchises are subject to the lien of


                             - 25 -
<PAGE>
the Company's Mortgage under which all of its Mortgage Bonds are
outstanding.  Such properties are from time to time subject to
liens for current taxes and assessments which it is the Company's
practice to pay regularly as and when due.

          The Company's properties have been well maintained and
are in good operating condition.

          During the three-year period ended December 31, 1995,
the Company made gross property additions of $168.3 million
(which includes $6 million in property additions related to the
Roseton Plant restoration due to fire damage, which amount was
reimbursed by insurance) and property retirements and adjustments
of $34.6 million, resulting in a net increase (including
Construction Work in Progress) in utility plant of $133.7
million, or 10.1%.

          Item 3 - LEGAL PROCEEDINGS

ASBESTOS LITIGATION

          For a discussion of suits against the Company involving
asbestos, see the caption "Asbestos Litigation" in Note 8 to the
Company's 1995 Financial Statements appearing on pages 71 and 72
of Exhibit 13 hereto, which caption is incorporated herein by
reference.

          Since 1987, the Company has been involved as a
defendant in the "mass tort" asbestos litigation in the United
States District Court for the Southern District of New York and
the New York State Supreme Court, County of New York.  This
litigation involves thousands of plaintiffs who seek large
amounts of compensatory and punitive damages from numerous
defendants for deaths and injuries allegedly caused by exposure
to asbestos.  The Company has been a defendant in approximately
740 such individual lawsuits.   Many of these lawsuits have been
disposed of without any payment by the Company, or for immaterial
amounts.  While the amounts demanded in all the remaining
lawsuits total several billion dollars, it is the Company's
opinion, based on its experience in such litigation and on
information and relevant circumstances known to it at this time,
that these lawsuits will not have a material adverse effect on
the Company's financial position.  However, if the Company were
ultimately held liable under these lawsuits and insurance
coverage were not available, the cost thereof could have a
material adverse effect (a reasonable estimate of which cannot be
made at this time) on the financial condition of the Company if
the Company could not recover all or a substantial portion
thereof in rates.  The Company's insurance does not extend to 
punitive damages. 

                             - 26 -
<PAGE>
ENVIRONMENTAL LITIGATION

          The Company is operating the Roseton Plant pursuant to
a Consent Order approved by the Supreme Court of the State of New
York, Albany County, on March 23, 1992, based on an action
brought in 1991 by the Natural Resources Defense Council, Inc.,
the Hudson River Fisherman's Association and Scenic Hudson, Inc.

          Such Consent Order provides for certain operating
restrictions at the Roseton Plant relating to the use of river
water for plant cooling purposes, which have not imposed, and are
not expected to impose, material additional costs on the Company. 
The Consent Order was extended by agreement of the parties until
February 1, 1997 and will be submitted for Court approval.  For a
description of the pending NYSDEC proceeding involving renewal of
the SPDES permit for the Roseton Plant (which expired on October
1, 1992), see Item 1 above under the subcaption "Environmental
Quality - Water."

ENVIRONMENTAL CLAIMS - NEWBURGH MANUFACTURED GAS SITE

          Reference is made to the subcaption "Environmental
Matters - Former Manufactured Gas Plant Facilities" on pages 70
and 71 of Note 8 to the Company's 1995 Financial Statements,
which subcaption is herein incorporated by reference, for a
discussion of litigation filed against the Company by the City of
Newburgh, New York, May 26, 1995 in the United States District
Court, Southern District of New York, and the Company's response
thereto.

CATSKILL INCIDENT

          Reference is made to the caption "Other Matters" in
Note 8 of the Company's 1995 Financial Statements, on pages 72
and 73 of Exhibit 13 hereto, which caption is herein incorporated
by reference, for a description of an explosion in a dwelling in
the Company's gas service territory in Catskill, New York in
November 1992 which resulted in personal injuries, the death of
an occupant and property damage.

          Lawsuits have been commenced against the Company
arising out of such incident including the following:

          By complaint, dated February 2, 1994, Carl Fatzinger,
as executor of the estate of Mildred Fatzinger, and Virginia
Fatzinger commenced an action in the Supreme Court of the State
of New York, Greene County, against the Company and two other
defendants.  The complaint alleges that Mildred and Virginia
Fatzinger were residents of the dwelling in which said explosion


                             - 27 -
<PAGE>
occurred and that, as a result of said explosion, Mildred 
Fatzinger was killed, Virginia Fatzinger received serious
personal injuries, and the Fatzingers suffered extensive damage
to their property.  The complaint seeks an unspecified amount of
compensatory and punitive damages against the Company based on
theories of negligence, absolute liability and gross negligence.

          By complaint, dated October 18, 1993 and filed in the
Supreme Court of the State of New York, Greene County, Frank
Reyes commenced an action against the Company for unspecified
personal injuries and property damage alleged to have been caused
by said explosion.  The complaint alleges that Mr. Reyes was a
nearby resident at the time of said explosion.  The complaint
seeks $2,000,000 in compensatory damages and $2,000,000 in
punitive damages from the Company, based on theories of
negligence and gross negligence.

          The Company is investigating these claims and presently
has insufficient information on which to predict their outcome. 
The Company believes that it has adequate insurance to cover any
compensatory damages that might be awarded.  The Company's
insurance, however, does not extend to punitive damages.  If
punitive damages were ultimately awarded in either or both of
these lawsuits, such award(s) could have a material adverse
effect on the financial condition of the Company.  At this time,
the Company can make no prediction as to any other litigation
which may arise out of this incident.

WAPPINGERS FALLS INCIDENT

          Reference is made to the caption "Other Matters" in
Note 8 to the Company's 1995 Financial Statements, on pages 72
and 73 of Exhibit 13 hereto, which caption is herein incorporated
by reference, for a description of two consecutive fires and
explosions which occurred on February 12, 1994, destroying a
residence and commercial establishment in the Village of
Wappingers Falls, New York, in the Company's service territory.  

          Lawsuits have been commenced against the Company
arising out of such incident, including the following:

          On August 31, 1994, the Company was served with a
summons and complaint in an action brought by John DeLorenzo
against the Company and the Village of Wappingers Falls in the
Supreme Court of the State of New York, County of Dutchess.  The
plaintiff alleges that because of the negligence of defendants in
causing and/or permitting natural gas to leak into plaintiff's
home, an explosion resulted, which destroyed plaintiff's



                              - 28 -
<PAGE>
residence and its contents at 14 Franklin Street in the Village
of Wappingers Falls, and which caused bodily injuries to the
plaintiff.  Plaintiff seeks damages for these losses and
injuries, which damages are unspecified in the complaint.

          On October 13, 1994, the Company was served with a
summons and complaint in an action brought by Edward Baecher
d/b/a NTC Auto Body against the Company, the Town of Wappingers
Falls, the Village of Wappingers Falls, and the Wappingers Falls 
Fire Department in the Supreme Court of the State of New York,
County of Dutchess.  Four causes of action are recited in the
complaint, one of which relates to the Company.  This cause of
action alleges that because of the Company's negligence in the
construction, maintenance and improvements of its facilities near
the plaintiff's commercial establishment at 33 Market Street in
Wappingers Falls, an explosion resulted that destroyed the
building and its contents.  Plaintiff, who owns the business
only, but not the building, at 33 Market Street, seeks recovery
from the Company of compensatory and punitive damages in the sum
of $1,000,000, plus interest, costs and disbursements.

          On March 9, 1995, the Company was served with a summons
and complaint in an action brought by Cengiz Ceng, individually
and as executor under the last will and testament of Nizamettin
Ceng, and Tarkan Thomas Ceng against the Company and the Village
of Wappingers Falls in the Supreme Court of the State of New
York, County of Dutchess.  The complaint alleges that the
plaintiffs were the owners of premises at 33 Market Street in the
Village of Wappingers Falls, and that as a result of the 
Company's alleged negligence, the plaintiffs' premises at 33
Market Street was destroyed.  Plaintiffs seek recovery of 
$250,000 from the Company, plus costs and disbursements.

          The Company is investigating these claims and presently
has insufficient information on which to predict their outcome. 
The Company believes that it has adequate insurance to cover any
compensatory damages that might be awarded.  The Company's
insurance, however, does not extend to punitive damages.  If
punitive damages were ultimately awarded, in any of these
lawsuits, such award(s) could have a material adverse effect on
the financial condition of the Company.  At this time, the
Company can make no prediction as to any other litigation which
may arise out of this incident.

INCOME TAX ASSESSMENTS

          Reference is made to the subcaption "Tax Matters -
Assessments" in Note 8 to the Company's 1995 Financial
Statements, on page 72 of Exhibit 13 hereto, which subcaption is


                             - 29 -
<PAGE>
incorporated herein by reference, for a discussion of the
examination by the Internal Revenue Service ("IRS") of the
Company's federal income tax returns for 1987 and 1988.  On or
about March 7, 1994, the Company received letters from the IRS,
arising out of this examination, proposing net increases in the
Company's federal tax liability of approximately $16 million,
plus interest.  Such letters do not represent a notice of
deficiency from the IRS, and the Company has received no notice
of deficiency from the IRS regarding these taxable years. 
According to such letters, the Company had the option of (i)
responding within 60 days from the date of the letters to agree
or disagree with the proposed adjustments and request a
conference with the Regional Office of Appeals of the IRS, or
(ii) seeking relief in the United States Tax Court.  On May 3,
1994, the Company filed a protest with the IRS to said proposed
adjustments.  The Company can make no prediction at this time as
to the ultimate resolution of these proposed adjustments. 
However, the Company believes that a significant portion of any
final assessments would be recoverable in rates.

          Item 4 -  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
                    HOLDERS                                    

          No matter was submitted to a vote of security holders
during the fourth quarter of the Company's fiscal year covered by
this Report.
                             PART II

          Item 5 -  MARKET FOR THE COMPANY'S COMMON EQUITY AND
                    RELATED STOCKHOLDER MATTERS               

          The information set forth under the caption "Common
Stock Dividends and Price Ranges" in the MD&A, on page 29 of
Exhibit 13 hereto, is incorporated herein by reference.

          Pursuant to applicable statutes and its Certificate of
Incorporation, the Company may pay dividends on shares of
Preferred and Common Stock only out of surplus.

          The Company has an Automatic Dividend Reinvestment and
Stock Purchase Plan which permits holders of the Company's Common
Stock who elect to participate in such Plan to reinvest dividends
and also permits participants to make additional cash investments
in the Company's Common Stock.  Shares can be acquired directly
from the Company or on the open market at the election of the
Company.  For a complete description of said Plan, reference is
made to the Prospectus, dated January 5, 1993, which is part of




                             - 30 -
<PAGE>
the Company's Registration Statement on Form S-3 (Registration
No. 33-56760), relating to 3,550,000 shares of Common Stock
registered under the Securities Act of 1933 ("1933 Act") for
issuance under said Plan.

          The Company's Customer Stock Purchase Plan provides the
Company's residential customers and members of their families
residing with them who are residents of New York State with a
method of purchasing shares of the Company's Common Stock
directly from the Company.  Shares can be acquired directly from
the Company or on the open market at the election of the Company. 
For a complete description of said Plan, reference is made to the
Prospectus, dated January 5, 1993, which is part of the Company's
Registration Statement on Form S-3 (Registration No. 33-55764),
relating to 780,000 shares of Common Stock registered under the
1933 Act for issuance under said Plan.

          The Company also maintains for its employees an
Employee Stock Purchase Plan, which provides for the purchase of
the Company's Common Stock on the open market.

          Item 6 -   SELECTED FINANCIAL DATA

          The information required hereunder is incorporated
herein by reference to the material on pages 4 and 5 of Exhibit
13 hereto.

          Item 7 -   MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
                     FINANCIAL CONDITION AND RESULTS OF
                     OPERATIONS                             

          The information required hereunder is incorporated
herein by reference to the material appearing on pages 6 through
27 of Exhibit 13 hereto.

          Item 8 -   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

          (a)  Financial Statements and Report of Independent
               Accountants

          The Company's 1995 Financial Statements, together with
the report thereon of Price Waterhouse LLP, dated January 26,
1996, appearing on pages 30 through 77 of Exhibit 13 hereto, are
incorporated by reference in this Annual Report on Form 10-K. 
The Financial Statement Schedule incorporated by reference as
part of this Annual Report on Form 10-K should be read in
conjunction with the Company's 1995 Financial Statements. 
Financial Statement Schedules not included with this Form 10-K



                             - 31 -
<PAGE>
Annual Report have been omitted because they are not applicable
or the required information is shown in the Company's 1995
Financial Statements.

          The Company's 1995 Financial Statements include the
accounts of the Company and its subsidiaries.  All intercompany
balances and transactions have been eliminated.  The Company's
subsidiaries are each wholly-owned and consist of landholding,
cogeneration or energy management companies.  The net income of
the Company's subsidiaries is reflected in the Company's
Consolidated Statement of Income as Other Income and Deductions -
Other-net; such Consolidated Statement of Income is contained on
pages 37 and 38 of Exhibit 13 hereto.

          The following information is being furnished in
accordance with Regulation S-X, Section 210.5-02:

          Weighted average                      December 31,
          interest rate on                   1995   1994   1993 
          the Company's
          short-term debt                     -     6.69%   -   
          outstanding

          (b)  Supplementary Financial Information

          The supplementary financial information specified by
Item 302 of Regulation S-K is found under the caption "Selected
Quarterly Financial Data (Unaudited)," of the Company's 1995
Financial Statements on page 78 of Exhibit 13 hereto, which
caption is incorporated herein by reference pursuant to Item 8
(a) above.

          (c)  Other Financial Statements and Schedule

          Other financial statements and schedule required under
Regulation S-X are filed pursuant to Item 14 of this Annual
Report on Form 10-K.

          Item 9 -   CHANGES IN AND DISAGREEMENTS WITH
                     ACCOUNTANTS ON ACCOUNTING AND FINANCIAL 
                     DISCLOSURE                             

          None.








                             - 32 -
<PAGE>
                            PART III

          Item 10 -  DIRECTORS AND EXECUTIVE OFFICERS OF THE 
                     COMPANY                                

          The information with respect to the Directors of the
Company required hereunder is incorporated by reference to the 
caption "Election of Directors" in the Company's definitive proxy
statement, dated February 23, 1996, to be used in connection with
its Annual Meeting of Shareholders to be held on April 2, 1996,
which proxy statement has previously been submitted to the
Securities and Exchange Commission pursuant to that Commission's
Regulation S-T.

          The information with respect to the executive officers
of the Company required hereunder is incorporated by reference to
Item 1 of this Annual Report on Form 10-K, under the caption
"Executive Officers of the Company."

          Item 11 -  EXECUTIVE COMPENSATION

          The information required hereunder is incorporated by
reference to the caption "Executive Compensation" in the
Company's definitive proxy statement, dated February 23, 1996, to
be used in connection with its Annual Meeting of Shareholders to
be held on April 2, 1996.

          Item 12 -  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL 
                     OWNERS AND MANAGEMENT                   

          The information required hereunder is incorporated by
reference to the caption "Security Ownership" in the Company's 
definitive proxy statement, dated February 23, 1996, to be used
in connection with its Annual Meeting of Shareholders to be held
on April 2, 1996.

          Item 13 -  CERTAIN RELATIONSHIPS AND RELATED 
                     TRANSACTIONS                     

          There were no relationships or transactions of the type
required to be described by this Item.










                             - 33 -
<PAGE>
                             PART IV

          Item 14 -  EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND
                     REPORTS ON FORM 8-K                         

(a)  Documents filed as part of this Report:

          1.   Financial Statements

               See subpart 1 of Index to Financial Statements on
page F-1 of this Report.

          2.   Financial Statement Schedule

               See subpart 2 of Index to Financial Statements on
page F-1 of this Report.

          3.   Exhibits

































                             - 34 -
<PAGE>
          Incorporated herein by reference to the Exhibit Index
beginning on page E-1 of this Report.  Such Exhibits include the
following management contracts or compensatory plans or
arrangements required to be filed as an Exhibit pursuant to Item
14(c) hereof:

DESCRIPTION IN THE EXHIBIT LIST AND EXHIBIT NOS. FOR THIS REPORT

     Directors' Deferred Compensation Plan, effective October 1,
     1980.  (Exhibit (10)(iii)1)

     Trust Agreement between Registrant and Dutchess Bank & Trust
     Company, as trustee, dated as of January 1, 1984, pursuant
     to Registrant's Savings Incentive Plan.  (Exhibit
     (10)(iii)2)

     First Amendment, dated December 31, 1990, to Trust Agreement
     between Registrant and The Bank of New York, as successor
     trustee, dated as of January 1, 1984, pursuant to
     Registrant's Savings Incentive Plan.  (Exhibit (10)(iii)3)

     Agreement, made March 14, 1994 by and between Registrant and
     Mellon Bank, N.A., amending and restating, effective April
     1, 1994, Registrant's Savings Incentive Plan and related
     Trust Agreement with The Bank of New York, together with
     amendments dated July 22, 1994 and December 16, 1994. 
     (Exhibits (10)(iii)18, 19 and 20)

     Executive Deferred Compensation Plan of the Company,
     effective March 1, 1992 together with Amendment thereto
     dated December 17, 1993.  (Exhibits (10)(iii)8 and 15)

     Retirement Benefit Restoration Plan of the Company,
     effective May 1, 1993, together with Amendment thereto dated
     July 23, 1993.  (Exhibits (10)(iii)10 and 11)

     Executive Incentive Compensation Plan of the Company,
     effective January 1, 1993, together with Amendment thereto
     dated April 4, 1995. (Exhibits (10)(iii)17 and 21)
       
     Stock Plan for Outside Directors of the Company, dated
     November 17, 1995 (Exhibit (10)(iii)22)

     Management Incentive Program of the Company, effective April
     1, 1994 (Exhibit (10)(iii)23)






                             - 35 -
<PAGE>
(b)  Reports on Form 8-K

          During the period to the date hereof, the following
Reports on Form 8-K were filed by the Company:

          None

(c)  Exhibits Required by Item 601 of Regulation S-K

          Incorporated herein by reference to subpart (a)-3 of
Item 14, above.

(d)  Financial Statement Schedule required by Regulation S-X
     which is excluded from the Company's Annual Report to
     Shareholders for the fiscal year ended December 31, 1995

          Incorporated herein by reference to subpart 2 of Index
to Financial Statements on page F-1 of this Report.

































                             - 36 -
<PAGE>
                           SIGNATURES
                           ----------
          Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the Company has duly caused
this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                CENTRAL HUDSON GAS & ELECTRIC
                                CORPORATION

                                By____________________________
                                       (John E. Mack, III,
                                     Chairman of the Board
                                  and Chief Executive Officer)

Dated:  February 23, 1996

          Pursuant to the requirements of the Securities Exchange
Act of 1934, this Report has been signed below by the following
persons on behalf of the Company and in the capacities and on the
date indicated.

     Signature                   Title            Date
     ---------                   -----            ----
(a) Principal Executive 
     Officer or Officers:

________________________    
(John E. Mack, III)            Chairman of
                               the Board and 
                               Chief Executive
                               Officer          February 23, 1996

(b) Principal Accounting
     Officer:

_______________________
(Donna S. Doyle)               Controller       February 23, 1996

                               
(c) Principal Financial
    Officer:

_______________________
(Steven V. Lant)               Treasurer and
                               Assistant
                               Secretary        February 23, 1996



 
                             - 37 -
<PAGE>
                    SIGNATURES - (Continued)
                    ------------------------
     Signature                   Title            Date
     ---------                   -----            ----
(d) Directors:

_____________________________
(L. Wallace Cross)             Director         February 23, 1996


_____________________________
(Jack Effron)                  Director         February 23, 1996


_____________________________
(Richard H. Eyman)             Director         February 23, 1996


_____________________________
(Frances D. Fergusson)         Director         February 23, 1996


_____________________________
(Heinz K. Fridrich)            Director         February 23, 1996


_____________________________
(Edward F. X. Gallagher)       Director         February 23, 1996


_____________________________
(Paul J. Ganci)                Director         February 23, 1996


_____________________________
(Charles LaForge)              Director         February 23, 1996


_____________________________
(John E. Mack, III)            Director         February 23, 1996


_____________________________
(Howard C. St. John)           Director         February 23, 1996


_____________________________
(Edward P. Swyer)              Director         February 23, 1996



                             - 38 -
<PAGE>
                  INDEX TO FINANCIAL STATEMENTS
            CENTRAL HUDSON GAS & ELECTRIC CORPORATION
                                               
                                                  Page(s) in
                                                  Exhibit 13
                                                  of this Report*
1.   Financial Statements

     Report of Independent Accountants                 30  

     Consolidated Balance Sheet at                          
       December 31, 1995 and 1994                      33-36

     Consolidated Statement of Income for                   
       the three years ended December 31, 1995         37-38

     Consolidated Statement of Retained  
       Earnings for the three years 
       ended December 31, 1995                         39

     Consolidated Statement of Cash Flows for               
       the three years ended December 31, 1995         40-41

     Notes to Consolidated Financial Statements        42-77     

     Selected Quarterly Financial Data (Unaudited)     78 

                                                   Page(s) in
                                                   Form 10-K 

     Report of Independent Accountants on                 
       Financial Statement Schedule                    F-2

     Consent of Independent Accountants                F-2   

2.   The Financial Statement Schedule
       for the Years 1995, 1994 and 1993           F-3 - F-5

     Schedule II     -  Reserves                                 




                 
     *Incorporated by reference to the indicated pages of Exhibit 
    13 to this Report.





                               F-1
<PAGE>
                REPORT OF INDEPENDENT ACCOUNTANTS
                 ON FINANCIAL STATEMENT SCHEDULE

To the Board of Directors of
Central Hudson Gas & Electric Corporation

Our audits of the consolidated financial statements referred to
in our report dated January 26, 1996 appearing on page 30 of
Exhibit 13 of this Annual Report on Form 10-K, (which report and
consolidated financial statements are incorporated by reference
in this Annual Report on Form 10-K) also included an audit of the
Financial Statement Schedule presented on pages F-3 through F-5
of this Annual Report on Form 10-K.  In our opinion, this
Financial Statement Schedule presents fairly, in all material
respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.

PRICE WATERHOUSE LLP

New York, New York
January 26, 1996

               CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in (i) the
Prospectus constituting part of the Registration Statement, on
Form S-3 (Registration No. 33-56760), relating to Central Hudson
Gas & Electric Corporation's Automatic Dividend Reinvestment and
Stock Purchase Plan, (ii) the Prospectus constituting part of the
Registration Statement, on Form S-3 (Registration No. 33-55764),
relating to Central Hudson Gas & Electric Corporation's Customer
Stock Purchase Plan, and (iii) the Prospectus constituting part
of the Amendment No. 1 to the Registration Statement, on Form S-3
(Registration No. 33-56349), relating to certain debt and equity
securities of the Company's of our report dated January 26, 1996
appearing on page 30 of Exhibit 13 to this Annual Report on Form
10-K.  We also consent to the incorporation by reference therein
of our report on the Financial Statement Schedule, which appears
above.


PRICE WATERHOUSE LLP

New York, New York
February 23, 1996






                               F-2
<PAGE>
<TABLE>
                                        CENTRAL HUDSON GAS & ELECTRIC CORPORATION                    SCHEDULE II
                                                        RESERVES                                     Sheet 2
                                              YEAR ENDED DECEMBER 31, 1994
<CAPTION>
   Column A                   Column B                Column C               Column D       Column E
                                                      Additions            
                                                            Charged to       Payments       Balance
                              Balance at     Charged to       other           charged        at end
                              beginning       cost and      accounts -          to             of
Description                   of period       expenses       describe        reserves        period 
<S>                           <C>            <C>            <C>            <C>            <C>
Operating Reserves:
  Reserve for injuries
   and damages                $1,939,151     $  615,010     $   32,190 (a) $  816,225     $ 1,770,126
  Workers compensation
   deductible                    879,057          -            379,038 (b)    180,704       1,077,391
  Pensions and benefits
   carrying charge reserve        92,360        372,978          -              -             465,338
  Storm reserve                    -            500,000          -              -             500,000
  Nine Mile 2 Plant
   operation and maintenance
   expense reserve              (564,549)     2,476,805         46,762 (c)    108,466       1,850,552

  Total Operating
   Reserves                   $2,346,019     $3,964,793     $  457,990     $1,105,395     $ 5,663,407
Reserve for Uncollectible     
 Accounts                     $2,000,000     $3,305,977     $    -         $3,305,977     $ 2,000,000
Note:
 (a)  Charged to clearing account for costs of operation of automobiles, trucks, etc., and subsequently distributed,
      together with other costs of operation and maintenance, to various asset and expense accounts.
 (b)  Charged to clearing account for workers compensation insurance and subsequently distributed, together with
      other insurance premium costs, to various asset and expense accounts.
 (c)  Charged to regulatory asset account representing future recovery from ratepayers.

                                                            F-4
</TABLE>
<PAGE>
<TABLE>                                 CENTRAL HUDSON GAS & ELECTRIC CORPORATION                    SCHEDULE II
                                                        RESERVES                                     Sheet 1      
                                              YEAR ENDED DECEMBER 31, 1995                                  
<CAPTION>
   Column A                   Column B                Column C               Column D       Column E
                                                      Additions            
                                                            Charged to       Payments       Balance
                              Balance at     Charged to       other          charged         at end
                              beginning       cost and      accounts -          to             of
Description                   of period       expenses       describe        reserves        period 
<S>                           <C>            <C>            <C>            <C>            <C>
Operating Reserves:
  Reserve for injuries
   and damages                $1,770,126     $  907,300     $   79,200 (a) $  181,562     $2,575,064
  Workers compensation
   deductible                  1,077,391         -           1,454,000 (b)    344,886      2,186,505
  Pensions and benefits
   carrying charge reserve       465,338         -            (465,338)(c)      -              -    
  Storm Reserve                  500,000         -               -              -            500,000
  Nine Mile 2 Plant
   miscellaneous reserves      1,850,552      2,137,029         23,526 (d)  3,248,575        762,532

Total Operating Reserves      $5,663,407     $3,044,329     $1,091,388     $3,775,023     $6,024,101

Reserve for Uncollectible
 Accounts                     $2,000,000     $3,220,608     $    -         $2,720,608     $2,500,000

Notes:
 (a)  Charged to clearing account for costs of operation of automobiles, trucks, etc., and subsequently distributed,
      together with other costs of operation and maintenance, to various asset and expense accounts.
 (b)  Charged to clearing account for workers compensation insurance and subsequently distributed, together with
      other insurance premium costs, to various asset and expense accounts.
 (c)  The pensions and benefits carrying charge reserve has been reclassified as a regulatory liability.
 (d)  Charged to regulatory asset account representing future recovery from ratepayers.

                                                            F-3
</TABLE>
<PAGE>
<TABLE>                                 CENTRAL HUDSON GAS & ELECTRIC CORPORATION                    SCHEDULE II
                                                        RESERVES                                     Sheet 3      
                                              YEAR ENDED DECEMBER 31, 1993                                  
<CAPTION>
   Column A                   Column B                Column C               Column D       Column E
                                                      Additions            
                                                            Charged to       Payments       Balance
                              Balance at     Charged to       other          charged         at end
                              beginning       cost and      accounts -          to             of
Description                   of period       expenses       describe        reserves        period 
<S>                           <C>            <C>            <C>            <C>            <C>
Operating Reserves:
  Reserve for injuries
   and damages                $1,817,886     $  180,000     $   20,000 (a) $   78,735     $1,939,151
  Workers compensation
   deductible                      -             -             970,962 (b)     91,905        879,057
  Pensions and benefits
   carrying charge reserve         -             92,360          -              -             92,360
  Nine Mile 2 Plant
   operation and maintenance
   expense reserve                 -          2,148,253        724,178 (c)  3,436,980       (564,549)

  Total Operating
   Reserves                   $1,817,886     $2,420,613     $1,715,140     $3,607,620     $2,346,019

Reserve for Uncollectible     
 Accounts                     $1,500,000     $3,430,841     $    -         $2,930,841     $2,000,000

Notes:
 (a)  Charged to clearing account for costs of operation of automobiles, trucks, etc., and subsequently distributed,
      together with other costs of operation and maintenance, to various asset and expense accounts.
 (b)  Charged to clearing account for workers compensation insurance and subsequently distributed, together with
      other insurance premium costs, to various asset and expense accounts.
 (c)  Charged to regulatory asset account representing future recovery from ratepayers.

                                                            F-5
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