<PAGE>                                  EXHIBIT (10)(iii) 22

                           STOCK PLAN
                    FOR OUTSIDE DIRECTORS OF
            CENTRAL HUDSON GAS & ELECTRIC CORPORATION

          Central Hudson Gas & Electric Corporation
("Corporation") has established a stock plan for eligible members
of its Board of Directors in recognition of their past and future
services.  The loyalty and dedicated service of "outside"
directors is essential to the growth and progress of any
publicly-held company.  Therefore, such plan is intended to
better enable the Corporation to attract and retain qualified
outside directors until they reach the mandatory retirement age
of 70 for all directors.  The following shall constitute the
terms and conditions of the Corporation's Stock Plan for Outside
Directors:

SECTION 1.     DEFINITIONS

          1.1  "Account" means the account referred to in Section
4.1 hereof.

          1.2  "Plan" means the Central Hudson Gas & Electric
Corporation Stock Plan for Outside Directors as described in this
instrument, and as it from time to time may be amended, which is
intended to be unfunded for tax purposes and for purposes of
Title I of the Employee Retirement Income Security Act of 1974.

          1.3  "Committee" means the Committee referred to in
Section 7.1.

          1.4  "Corporation" means Central Hudson Gas & Electric
Corporation (or any successor corporation).

          1.5  "Director" means a person duly elected and serving
as a member of the Corporation's Board of Directors who is also
not an employee of the Corporation or any of its affiliates.

          1.6  "Fiscal Year" means the fiscal year of the
Corporation as established from time to time.

          1.7  "Participant" means each Director who participates
in the Plan in accordance with the terms and conditions of the
Plan.

          1.8  "Share Equivalent" means a unit of participation
in the Plan, equivalent to one share of Common Stock, credited to
a Participant pursuant to Section 3.1.

          1.9  "Common Stock" shall mean the common stock of the
Corporation, $5.00 par value.

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SECTION 2.     ELIGIBILITY AND PARTICIPATION

          2.1  Each Director is a Participant.

SECTION 3.     CREDITED SHARE EQUIVALENTS

          3.1  (a) As additional compensation for services
rendered, each Participant shall be credited with 25 Share
Equivalents for each full quarterly period of a Fiscal Year
during which such Participant served as a Director.  Such credits
shall be made as of the end of each quarterly period (commencing
with the first quarterly period ending in March 1996) during
which the Participant served as a Director of the Corporation.

               (b) As additional compensation for services
rendered, each Participant upon ceasing to serve as a member of
the Corporation's Board of Directors (except for any such member
whose service is terminated for cause) shall also be entitled to
receive 25 Share Equivalents for each full quarterly period of a
Fiscal Year (but not for more than 40 quarters) during which such
Participant served as an Outside Director, including periods
prior to January 1, 1996.  Such entitlement shall be implemented
by crediting such Participant's Account with 25 Share Equivalents
as of the end of each full quarterly period of a Fiscal Year
commencing with the first such period after such Participant's
cessation.  Such entitlement shall be personal to such
Participant and shall not survive such Participant's death,
except for Share Equivalents credited to such participant's
Account prior to death.

               (c) Such credited Share Equivalents shall be
treated as deferred compensation to be distributed as provided in
Section 5.

SECTION 4.     DEFERRED COMPENSATION ACCOUNT

          4.1  A deferred compensation account (herein referred
to as the "Account") shall be established for each Participant,
consisting of Share Equivalents credited pursuant to Section 3.1.

          4.2  Upon the occurrence of any event affecting the
outstanding Common Stock, including any stock dividend,
extraordinary non-cash dividend, forward or reverse stock split,
recapitalization, reclassification of shares of Common Stock,
merger, consolidation or sale by the Corporation of all or a
substantial portion of its assets, tender offer for its
securities, or other event which could distort the implementation
of the Plan or the realization of its objectives, the Committee
shall make such appropriate adjustments in the number and kind of
securities which Share Equivalents will represent or which may be
paid out under the Plan.  All such adjustments shall be made so 
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as to prevent dilution or enlargement of the rights of
Participants.

SECTION 5.     DISTRIBUTION

          5.1  The Participant's Account shall be valued as of
the end of each such quarterly period and distributions shall be
made therefrom as follows:  Distribution of an Account shall be
in Common Stock, on the basis of one share of such Stock for each
Share Equivalent credited to the Account.  Distribution of Common
Stock shall be made in one lump sum within 60 days following the
end of each such quarterly period subject to compliance with all
applicable administrative and legal requirements.  

          5.2  Any Common Stock, which becomes distributable
after the death of a Participant, shall be distributed to such
person or persons or the survivors thereof, including
corporations, unincorporated associations or trusts, as shall be
provided by written agreement between the Corporation and the
Participant and in the absence of such an agreement such Common
Stock shall be distributed to the Participant's estate.

          5.3  The Corporation shall deduct from the amount of
all distributions under the Plan any taxes required to be
withheld by the Federal or any state or local governments.

          5.4  At the time of distribution or as soon thereafter
as practicable, the Corporation shall deliver to a Participant or
to his/her Beneficiary a certificate for the shares of Common
Stock to which he or she is entitled.  Such certificates shall be
registered in the name of the Participant or his/her Beneficiary. 
Notwithstanding the foregoing, if the registration of ownership
of Common Stock is then being maintained by the Corporation or
its transfer agent in book-entry form, the delivery of shares of
Common Stock to the Participant or his/her Beneficiary may be
evidenced by book entry, unless the Participant or Beneficiary
requests otherwise in writing.

               The Corporation shall not be required to issue or
deliver any certificates for, or make a book-entry reflecting,
shares of Common Stock prior to (a) the listing of such shares on
any stock exchange or quotation system on which the Common Stock
may then be listed or quoted and (b) the completion of any
registration, qualification, approval or authorization of such
shares under any federal or state law, or any ruling or
regulation or approval or authorization of any governmental body
which the Corporation shall, in its sole discretion, determine to
be necessary or advisable.




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               All certificates for shares of Common Stock
delivered under the Plan, and book entries reflecting such
shares, shall be subject to such restrictions as the Committee
may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock
exchange upon which the Common Stock is then listed and any
applicable federal or state securities laws.

SECTION 6.     RIGHTS OF PARTICIPANTS

          6.1  Nothing contained in this Plan shall be construed
as giving any Participant the right to be retained as a Director
of the Corporation.  Nothing contained in this Plan shall be
construed as limiting, in any way, any right that any party or
parties may have to remove a Participant as a Director of the
Corporation or to appoint or to elect another individual to
replace a Participant as a Director of the Corporation.  Nothing
contained in this Plan shall be construed as giving any
Participant the right to receive any benefit not specifically
provided by the Plan.  Any other provision of the Plan
notwithstanding, a Participant shall not have any interest in the
amounts credited to his/her Account until such Account is
distributed in accordance with the provisions of Section 5,
which, among other things, means that the Participant has no
voting rights with respect to the Common Stock represented by
Share Equivalents.  With respect to amounts credited to a
Participant's Account, the rights of the Participant, the
Beneficiary of the Participant or any other person claiming
through the Participant under this Plan shall be solely those of
unsecured general creditors of the Corporation, and the
obligations of the Corporation hereunder shall be purely
contractual.  Such benefits shall be paid from the general assets
of the Corporation.  As contemplated by Revenue Procedure 92-65,
I.R.B. 1992-33, 16, Participants shall have the status of general
unsecured creditors of the Corporation and the Plan.

          6.2  The rights of a Participant to the payment of
shares of Common Stock as provided in this Plan and with respect
to Share Equivalents credited to his or her Account are not
transferable by a Participant other than by will or the laws of
descent and distribution and shall not be assigned, transferred,
pledged or encumbered or be subject in any manner to alienation
or anticipation.  No Participant may borrow against his or her
Account.  No Account shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, charge, garnishment, execution or levy of any kind,
whether voluntary or involuntary, including, but not limited to,
any liability which is for alimony or other payments for the
support of a spouse or former spouse, or for any other relative
of a Participant.  Neither a Participant's Account nor a 

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Participant's rights to benefits hereunder may be assigned to any
other party by means of a judgment, decree or order (including
approval of a property settlement agreement) relating to the
provision of child support, alimony payments, or marital property
rights of a spouse, former spouse, child or other dependent of
the Participant.

               This Plan shall not in any manner be liable for or
subject to the debts, contracts, liabilities, engagements or
torts of any person entitled to benefits hereunder.

               In addition, a Participant or Beneficiary shall
have no rights against or security interest in the assets of the
Plan, Corporation or any trust which may be established with
respect to the Plan, and shall have only the Corporation's
unsecured promise to pay benefits.  All assets of the Plan, if
any, shall remain subject to the claims of the Corporation's
general creditors.

SECTION 7.     ADMINISTRATION OF THE PLAN

          7.1  The Plan shall be administered by the Committee on
Compensation and Succession of the Corporation's Board of
Directors (herein called the "Committee").

          7.2  The Committee shall from time to time establish
rules for the administration of the Plan that are not
inconsistent with the provisions of the Plan.

          7.3  The determination of the Committee as to any
disputed question arising under the Plan, including questions of
construction and interpretation, shall be final, binding and
conclusive upon all persons.

          7.4  Neither the Committee nor a member of the Board of
Directors of the Corporation and no employee of the Corporation,
shall be liable for any act or action hereunder, whether of
omission or commission, except in circumstances involving bad
faith, or for any act of any other member or employee or of any
agent to whom duties in connection with the administration of the
Plan have been delegated.


SECTION 8.     AMENDMENTS, ETC.

          8.1  The Board of Directors of the Corporation may in
its absolute discretion, without notice, at any time and from
time to time, modify or amend, in whole or in part, any or all of
the provisions of the Plan or suspend or terminate it entirely. 
Any such modification, amendment, suspension or termination, 

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however, may not, without the Participant's consent, apply to or
affect the payment or distribution to any Participant relating to
any Share Equivalent for any quarterly period ended prior to the
effective date of such modification, amendment, suspension or
termination; provided, however, any such action may be taken to
comply with the applicable law and governmental rules and
regulations issued thereunder notwithstanding the effect thereof
on a Participant's account hereunder.  

SECTION 9.     EFFECTIVE DATE, CONTROLLING LAW

          9.1  This Plan shall be effective as of January 1,
1996.

               This Plan shall be construed under the laws of the
State of New York, to the extent Federal law is inapplicable. 


               IN WITNESS WHEREOF, the undersigned Chairman of
the Board and Chief Executive Officer of Central Hudson Gas &
Electric Corporation has signed this instrument this 17th day of
November 1995 as duly authorized by resolutions of this Board of
Directors.




                                                            
                                       JOHN E. MACK, III
                                  Chairman of the Board and
                                   Chief Executive Officer
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