<PAGE>
                                             EXHIBIT 10(i)112)
                        AGREEMENT BETWEEN
            CENTRAL HUDSON GAS & ELECTRIC CORPORATION
               AND NIAGARA MOHAWK POWER CORPORATION

          THIS AGREEMENT made as of March 30, 1994, by and
between Central Hudson Gas & Electric Corporation, a New York
corporation (Central Hudson), having an office at 284 South
Avenue, Poughkeepsie, New York 12601 and Niagara Mohawk Power
Corporation, a New York corporation (Niagara Mohawk), having an
office at 300 Erie Boulevard West, Syracuse, New York 13202.

                           WITNESSETH:

          WHEREAS, Central Hudson, Consolidated Edison Company of
New York, Inc. (Con Edison) and Niagara Mohawk entered into an
agreement dated as of October 31, 1968 (Basic Agreement)
concerning the Roseton Electric Generating Plant (Plant);
attached to the Basic Agreement and made a part thereof are a
number of related agreements including Appendix B Roseton
Operating Agreement (Operating Agreement) and Exhibit VI, Option
Agreement (Option Agreement);

          WHEREAS, the Option Agreement was executed on May 14,
1969 and recorded in the Orange County Clerk's Office on May 27,
1969 in Liber 1820 of Deeds at page 846; and

          WHEREAS, Central Hudson and Niagara Mohawk had
previously amended the Option Agreement through that certain
agreement made as of September 9, 1987 (Roseton Transfers
Agreement) to, among other things, supersede the Option Agreement
as among themselves by such Roseton Transfers Agreement; and

          WHEREAS, in recognition of changed circumstances since
the execution of the Roseton Transfers Agreement, Central Hudson
and Niagara Mohawk find it to be desirable to terminate and
cancel the Roseton Transfers Agreement;

          NOW, THEREFORE, in consideration of the mutual
covenants herein contained, and other good and valuable
consideration, the parties hereto agree that the Roseton
Transfers Agreement made as of September 9, 1987 is hereby
terminated and cancelled.  Niagara Mohawk and Central Hudson
shall cooperate in the preparation, filing with and support
before the Public Service Commission of a request to withdraw the
"Joint Petition of Central Hudson Gas & Electric Corporation and
Niagara Mohawk Power Corporation" dated February 28, 1988 and to
close the proceedings in Public Service Commission Case 88-E-036.

          IN WITNESS WHEREOF, the parties hereto have signed this
Agreement by their duly authorized officers as of the day and
year first above written.

Attest:                           CENTRAL HUDSON GAS &
                                       ELECTRIC CORP



(SGD.) ARTHUR R. UPRIGHT          (SGD.) ALLAN R. PAGE    
       ARTHUR R. UPRIGHT                 ALLAN R. PAGE


Attest:                           NIAGARA MOHAWK POWER
                                       CORPORATION

(SGD.) ROSE M. YOUNG              (SGD.) CLEMENT E. NADEAU
       ROSE M. YOUNG                     CLEMENT E. NADEAU






















NIAGARA MOHAWK

                                                 March 30, 1994

Mr. Allan R. Page
Central Hudson Gas & Electric Corporation
284 South Avenue
Poughkeepsie, NY 12601

Dear Allan:

         This Letter of Understanding ("Agreement") will memorialize
our understanding with regard to the disposition of the September
9, 1987 Roseton Amendment Agreement ("Amendment") between Niagara
Mohawk and Central Hudson.  The Amendment requires approval of
the Public Service Commission ("PSC").  Central Hudson and
Niagara Mohawk ("Parties") filed a Joint Application for approval
with the PSC which has not been acted upon by the PSC as of the
date of this Letter.  Instead of continuing to pursue approval of
the Joint Application, Niagara Mohawk and Central Hudson have
agreed to terminate the Amendment in consideration of the mutual
covenants and understandings set forth below and have
contemporaneously executed a separate agreement terminating the
Amendment.

1.       The covenants and understandings set forth in this letter
         shall in no way contravene the rights of all three cotenants
         under the Agreement dated October 31, 1968 by and between
         Central Hudson Gas & Electric Corporation, Consolidated
         Edison Company of New York, Inc. and Niagara Mohawk Power
         Corporation dealing with the Roseton Electric Generating
         Plant ("1968 Agreement") which includes all related
         agreements, including but not limited to Appendix B, Roseton
         Operating Agreement and, other than as specifically affected
         by paragraph 7 hereof, Exhibit VI Option Agreement.  Nothing
         in this Agreement shall be construed to diminish in any
         fashion the authority of Central Hudson under the 1968
         Agreement.

2.       Central Hudson will discuss as soon as possible with Niagara
         Mohawk and Con Edison, pursuant to ARTICLE 8.3 of the
         Operating Agreement, the operation of Units 1 and 2 of the
         Plant on an alternating six-month basis.


3.       The Parties agreed to enter into the power sales
         transactions specified on Attachments 1, 11, and III of this
         Agreement, which are incorporated herein and made a part of
         this Agreement, under Niagara Mohawk's wholesale power sales
         Tariff filed with the Federal Energy Regulatory Commission
         ("FERC") in FERC Docket NO.  ER93-313-000, as may be amended
         or refiled.

4.       Central Hudson has advised that if one or both units at the
         Roseton Plant are not expected to generate it will
         periodically solicit competitive bids for meeting its load
         requirements by issuing requests for proposals during the
         May 1995 through April 2004 time period.  Based on Central
         Hudson's current load requirement Central Hudson will
         solicit bids for firm power deliveries for which the minimum
         amounts will be the following:

         I.   50 MW at 1 00% capacity factor and

         II.  50 MW at 1 00% capacity factor for all on peak hours
              and 30% capacity factor for all off peak hours.

         Future bids may differ from amounts and schedules stipulated
         in I and 11 herein.  Niagara Mohawk shall have the right to
         better any offer (or offers) selected in response to
         solicitations up to 21 0 MW by Central Hudson.  It is the
         understanding of the Parties that a better offer shall be
         any offer by Niagara Mohawk that has a total purchase cost
         that is less than the offer(s) selected by Central Hudson. 
         In the event that multiple offers are required to achieve
         Central Hudson's desired capacity, up to 210 MW, Niagara
         Mohawk must only better each of the separate offers selected
         by Central Hudson.

5.       Central Hudson shall have the right to an option, beginning
         1/l/98 and extending through 12/31/04 for up to the annual
         amounts indicated under Reserved Capacity in the table
         below.  However, in no instance, shall the amount selected
         by Central Hudson for the next year be less than the amount
         selected in the current year.  Central Hudson will pay
         Niagara Mohawk $.XX per KW per month as a "Reservation
         Charge" for these options beginning 1/l/98 in accordance
                  with the following:


<PAGE>
              YEAR           RESERVED            MAXIMUM
                             CAPACITY            RESERVATION CHARGE
                                                 PAYMENT

              1/l/98         XX MW               $ XX,XXX
              1/1/99         XX MW               $XXX,XXX
              1/1/00         XX MW               $XXX,XXX
              1/1/Ol         XX MW               $XXX,XXX
              1/l/02         XX MW               $XXX,XXX
              1/l/03         XX MW               $XXX,XXX
              1/l/04         XX MW               $XXX,XXX

         XX XXXXXXXXXXX XXXXXX XXXXX XX XXX XXXXX XXX XXXX XXXX.

         Central Hudson shall provide Niagara Mohawk with at least
         one years prior notice to exercise its option for a given
         year.  Should Central Hudson elect to exercise the capacity
         and/or energy option in a given year in accordance with the
         requirements above, the related Reservation Charge shall
         cease.  Payment for energy and capacity shall be at a rate
         which is the lower of either the full cost of electricity
         supplied from the Roseton Station or a price offered by
         Niagara Mohawk which may be developed to better a bid
         selected by Central Hudson.  XXX XXXXXXXXXXX XX XXX XXXX
         XXXX XX XXXXXXX XXXX XX XXXXX XXXX XXXXXXXX XXXXXXX XXXXXXX
         XX XXX XXXXXXXX XXXX XX XXX XXXXXXXX XXXX XXXXXXXXX XXX
         XXXXXXXXXXX XXXXXXX ("XXXXXXXX XXXXXX") XXXX XXXX XXXXXXX. 
         A sample calculation shall be developed as part of the Power
         Sales and Option Agreement.

6.       Central Hudson shall have the option to purchase a block(s)
         of capacity and associated energy (which individually or
         collectively shall not exceed) a total of 150 megawatts,
         unless Niagara Mohawk determines, as set forth below, that
         capacity is not available.  The term of the purchasers)
         under the option(s) shall commence on January 1, 2001 and
         terminate December 31, 2004.

         Capacity will be considered available based on Niagara
         Mohawk forecasts of the availability of capacity above own
         load at the time of notice from Central Hudson plus
         wholesale sales obligations as of May 1, 1994 (191 MW) plus
         reserve requirements.  Central Hudson shall provide Niagara
         Mohawk with at least three years advance notice to exercise
         its right to receive delivery of capacity and associated
         energy unless mutually agreed otherwise.  Central Hudson may
         solicit competitive bids for this capacity.  In the event
         that Central Hudson solicits competitive bids for capacity,
         Niagara Mohawk shall have the right to better any offer
         selected by Central Hudson in response to this solicitation. 
         Such rates for energy and capacity shall be capped at the
         full cost of electricity supplied from the Roseton Station
         as defined in Section 5.

7.       The 1968 option is hereby amended by and between the Parties
         hereto as set forth herein and superseded by such amendment
         as to the Parties hereto.  The Option Agreement continues in
         full force and effect as to Central Hudson and Con Edison is
         not affected hereby.

         As between Niagara Mohawk and Central Hudson, Central Hudson
         shall not exercise its option under the 1968 Agreement with
         respect to Niagara Mohawk's 25% interest and Niagara Mohawk
         shall have an option to retain its 25% interest in the
         plant.  Niagara Mohawk shall give Central Hudson written
         notice by May 31, 1999 that Niagara Mohawk is exercising its
         option.  In the event that Niagara Mohawk does not provide
         Central Hudson with such written notice that it is retaining
         its 25% interest, that interest shall then be subject to
         exercise by Central Hudson of its option in regard to
         Niagara Mohawk's 25% interest in the 1968 Agreement.  The
         Parties shall cooperate in obtaining all necessary
         approvals.

         Niagara Mohawk, for the period 2005 - 201 0, shall have the
         right to better any offer (or offers) selected in response
         to bid solicitations.  It is the understanding of the
         Parties that a better offer shall be any offer by Niagara
         Mohawk that has a total purchase cost that is less than the
         offer(s) selected by Central Hudson.

         The provisions of Paragraphs 4, 5, 6, and 7 of this
         Agreement will be memorialized in a separate agreement
         (Power Sales and Option Agreement) to be completed by the
         Parties on or about July 1, 1994.  Niagara Mohawk will file
         the Power Sales and Option Agreement with FERC and the
         Parties will use their best efforts to obtain FERC
         acceptance of such agreement.  If the Parties fail to agree
         or FERC does not accept the Power Sales and Option Agreement
         or will accept R only with material modifications, the
         Parties will use their best efforts to agree on alternative
         terms.  Niagara Mohawk will make all necessary filings with
         the New York State Public Service Commission except any
         informational filings Central Hudson must make as a
         purchaser hereunder.

8.       Niagara Mohawk has advised Central Hudson that it utilizes
         an evaluation procedure termed Core Process Redesign (CPR)
         process to identify cost reduction opportunities at its
         generating stations.  Niagara Mohawk will provide Central
         Hudson with background information on the CPR evaluation
         technique.  Central Hudson will consider this process for
         the purpose of evaluating and improving the efficiencies of
         the operating and maintenance processes associated with the
         Roseton Generating Station.  To the extent that it is judged
         to be applicable, Central Hudson will use its best efforts
         to complete an evaluation of the Roseton plant by December
         31, 1994.  Central Hudson's evaluation will entail the full
         discussion of its findings with the other two cotenants
         indicating actions that Central Hudson will plan to take as
         appropriate to reduce costs.

9.       The Parties shall use their best efforts to identify and
         complete any additional documentation and agreements
         required to fully implement the understandings and
         agreements set forth herein.  Further, the Parties shall
         cooperate and use their best efforts to obtain any necessary
         regulatory approvals to allow all of the terms and
         conditions of this Agreement to take effect.

10.      The Parties recognize that the prices and rate terms for the
         purchases and sales of capacity and associated rights for
         the sale and purchase of power contemplated by this
         Agreement (collectively referred to as 'Transactions")
         constitute the commercially sensitive information of Niagara
         Mohawk.  Accordingly, Central Hudson shall treat the price
         or rate terms of all Transactions hereunder or any related
         discussions/positions taken during the negotiation of a
         Transaction ("Confidential Material) as confidential. 
         Confidential Matter furnished by Niagara Mohawk shall be for
         the sole and exclusive use of Central Hudson and Central
         Hudson shall not publish, disclose, or otherwise divulge the
         Confidential Matter to any person at any time prior to two
         years following the termination of a transaction without the
         prior written consent of an officer of Niagara Mohawk except
         as expressly provided herein.

         Central Hudson shall employ procedures established to
         prevent unauthorized disclosure or use of the Confidential
         Matter.

         If required by an order of a governmental or judicial body
         of competent jurisdiction, Central Hudson may release to
         such body Confidential Matter required by such order
         provided that it shall use its best efforts to cause that
         body to treat such information in a confidential manner and
         prevent such information from becoming part of the public
         domain.  Upon receiving a request for any Confidential
         Matter from any governmental authority or subdivision or
         from any party in a proceeding pending before any court or
         administrative agency, Central Hudson shall provide Niagara
         Mohawk with notice and copies of said request for
         Confidential Matter and responses as soon as reasonably
         practicable.  Central Hudson shall reasonably cooperate with
         Niagara Mohawk in exercising any applicable rights to oppose
         the disclosure of Confidential Matter in any such proceeding
         or before any such body.

         This Paragraph shall not apply to Confidential Matter (a)
         which was in the public domain at the time of disclosure
         hereunder; or (b) after it passes into the public domain by
         acts other than the acts of or caused by Central Hudson.

11.      Nothing in this agreement is intended to waive Central
         Hudson's rights, under the Federal Power Act, as a purchaser
         under the Niagara Mohawk FERC tariff.

12.      It is understood that with respect to any solicitation of
         bids as may be provided in this Agreement, that there may be
         full disclosure to all bidders of any right of Niagara
         Mohawk to better any offer (offers) selected by Central
         Hudson.
<PAGE>
         If the terms and conditions set forth above are consistent
         with our understanding, please indicate your acceptance by
         signing this letter in the space provided and returning one
         copy to me.

                                       Sincerely



                                       (SGD.) CLEMENT E. NADEAU
                                       Clement E. Nadeau
                                       Vice President
                                       Power Transactions and
                                       Planning


Attachments

Accepted by Central Hudson Gas and Electric Corporation:



(SGD.) ALLAN R. PAGE        
       ALLAN R. PAGE 4/11/94
<PAGE>
                                                 MARCH 30, 1994


                           Attachment I

                 NIAGARA MOHAWK POWER CORPORATION

                        POWER SALES TERMS

AMOUNT:                 XX MW

PRICE:                  $XX.XX per MWH

TRANSACTION START DATE: May 1, 1994

TRANSACTION START TIME: Hour ending 0100

TRANSACTION STOP DATE:  April, 30, 1995

TRANSACTION STOP TIME:  Hour ending 2400



SCHEDULING NOTES

1.       Transaction is at 100% capacity factor, must take, no cut
         unless mutually agreed otherwise.


Acknowledged and Agreed to on behalf of
Central Hudson Gas & Electric Corporation:

By:              (SGD.) ALLAN R. PAGE   

Title:   VICE PRESIDENT-CORPORATE SERVICES

Date:    4/11/94<PAGE>
                                                 MARCH 30, 1994
                          ATTACHMENT II
                 NIAGARA MOHAWK POWER CORPORATION
                        POWER SALES TERMS


AMOUNT:                 XX MW

PRICE:                  1.   $XX.XX XXX XXX XXX XXX XX XXXX
                             XXXXX XXXXXX XXXXXXX XXXXXXXX, XXXX
                             XXXXXX XXXX XXXXXXX XXXX XXXXXX
                             XXXX

                             2.   $XX.XX XXX XXX XXX XXX XXX XXXX
                                  XXXXX XXXXXX XXXXXXX XXXXXXXX, XXXX
                                  XXXXXX XXXX XXXXXXX XXXX XXXXXX
                                  XXXX, XXX XXX XXXXXX XXX XXXXXXXXXX
                                  XXXXXXXXXX XXXXXXXX.

TRANSACTION START DATE:      May 1, 1994

TRANSACTION START TIME:      Hour ending 0100

TRANSACTION STOP DATE:       April, 30, 1995

TRANSACTION STOP TIME:       Hour ending 2400

SCHEDULING NOTES:

1.       Transaction is at 1 00% capacity factor, must take, no cut
         during on peak hours unless mutually agreed otherwise.
2.       Transaction is at 30% capacity factor must take for off peak
         hours unless mutually agreed otherwise.
3.       Estimated off peak schedule will be provided by Central
         Hudson to Niagara Mohawk by Friday at 1000 hours, detailing
         hours for the following week (Monday through Sunday) meeting
         30% weekly capacity factor.  Central Hudson may make changes
         to the hourly schedule on shift.

Acknowledged and Agreed to on behalf of
Central Hudson Gas & Electric Corporation:

By:            (SGD.) ALLAN R. PAGE            
Title:   VICE PRESIDENT CORPORATE SERVICES
DATE:    4/11/94

                                                 March 30, 1994


                          ATTACHMENT III

                 NIAGARA MOHAWK POWER CORPORATION

                        POWER SALES TERMS

AMOUNT:                 Up to XXX MW

PRICE:                  XXXXXXX XX XXXXXX XXXXXXXXX XXX XXXXXX
                        XXX XXXXXXXX XX XXXXXXXXXXX XX
                        XXXXXXXXXXXX.

TRANSACTION START DATE: May 1, 1994

TRANSACTION START TIME: Hour ending 0100

TRANSACTION STOP DATE:  April, 30, 2004

TRANSACTION STOP TIME:  Hour ending 2400

SCHEDULING NOTES:

1.       Central Hudson will provide Niagara Mohawk with daily,
         weekly or monthly requirements.  Weekly requirements shall
         be provided (Monday through Sunday) by the previous Thursday
         at 1200 hours.

2.       Niagara Mohawk will provide Central Hudson with amounts and
         prices by the previous Friday at 1000 hours for the
         designated time period.

3.       The accepted schedule will be provided by Central Hudson to
         Niagara Mohawk by Friday at 1200 hours.


Acknowledged and Agreed to on behalf of
Central Hudson Gas & Electric Corporation:

By:               (SGD.) ALLAN R. PAGE      
Title:   VICE PRESIDENT-CORPORATE SERVICES
Date:    4/11/94
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