Exhibit (10)(iii)17)
                                     FORM OF


                               SECOND AMENDMENT TO


                   CENTRAL HUDSON GAS & ELECTRIC CORPORATION


                      EXECUTIVE DEFERRED COMPENSATION PLAN


     WHEREAS,   Central  Hudson  Gas  &  Electric  Corporation  (the  "Company")
established,  effective March 1, 1992, its Executive Deferred  Compensation Plan
(the "Plan"), and amended the Plan effective December 17, 1993; and

     WHEREAS,  the  Company  now  desires to  further  amend the Plan to protect
benefits thereunder in the event of a Change of Control of the Company;

     NOW,  THEREFORE,  the Company  hereby  amends the Plan as set forth  below,
effective as of December 1, 1998.

     1. Article I of the Plan is hereby  amended by inserting a new Section 1.07
at the end thereof, reading in its entirety as follows:

          1.07 "Change of Control" shall mean:

          (a) The  acquisition  by any  individual,  entity or group (within the
     meaning of Section  13(d)(3) or 14(d)(2) of the Securities  Exchange Act of
     1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership
     (within the meaning of Rule 13d-3  promulgated  under the Exchange  Act) of
     20% or more of either (x) the then  outstanding  shares of common  stock of
     the Company (the  "Outstanding  Company  Common Stock") or (y) the combined
     voting  power of the then  outstanding  voting  securities  of the  Company
     entitled to vote generally in the election of directors  (the  "Outstanding
     Company Voting Securities");  provided,  however, that for purposes of this
     subsection (a), the following acquisitions shall not constitute a Change of
     Control:  (i)  any  acquisition   directly  from  the  Company,   (ii)  any
     acquisition by the Company,  (iii) any acquisition by any employee  benefit
     plan (or  related  trust)  sponsored  or  maintained  by the Company or any
     corporation  controlled  by the  Company  or (iv)  any  acquisition  by any
     corporation pursuant to a transaction which complies with clauses (i), (ii)
     and (iii) of subsection (c) of this Section 1.07; or

          (b) Individuals  who, as of December 1, 1998,  constitute the Board of
     Directors of the Company (the  "Incumbent  Board")  cease for any reason to
     constitute at least a majority of the Board;  provided,  however,  that any
     individual  becoming  a  director  subsequent  to  the  date  hereof  whose
     election,  or nomination  for election by the Company's  shareholders,  was
     approved by a vote of at least a majority of the directors then  comprising
     the Incumbent  Board shall be considered as though such  individual  were a
     member of the Incumbent  Board, but excluding,  for this purpose,  any such
     individual  whose  initial  assumption  of office  occurs as a result of an
     actual or  threatened  election  contest  with  respect to the  election or
     removal of directors or other actual or threatened  solicitation of proxies
     or consents by or on behalf of a Person other than the Board; or




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          (c) Consummation of a reorganization,  merger or consolidation or sale
     or other  disposition  of all or  substantially  all of the  assets  of the
     Company (a "Business  Combination"),  in each case, unless,  following such
     Business  Combination,  (i) all or substantially all of the individuals and
     entities who were the beneficial owners,  respectively,  of the Outstanding
     Company Common Stock and Outstanding Company Voting Securities  immediately
     prior  to  such  Business   Combination   beneficially   own,  directly  or
     indirectly, more than 60% of, respectively,  the then outstanding shares of
     common stock and the combined voting power of the then  outstanding  voting
     securities entitled to vote generally in the election of directors,  as the
     case may be, of the  corporation  resulting from such Business  Combination
     (including,  without  limitation,  a corporation  which as a result of such
     transaction owns the Company or all or  substantially  all of the Company's
     assets   either   directly  or  through  one  or  more   subsidiaries)   in
     substantially the same proportions as their ownership, immediately prior to
     such  Business  Combination  of the  Outstanding  Company  Common Stock and
     Outstanding  Company Voting Securities,  as the case may be, (ii) no Person
     (excluding any corporation  resulting from such Business Combination or any
     employee benefit plan (or related trust) of the Company or such corporation
     resulting from such Business  Combination)  beneficially owns,  directly or
     indirectly,  20% or more of,  respectively,  the then outstanding shares of
     common stock of the corporation resulting from such Business Combination or
     the combined voting power of the then outstanding voting securities of such
     corporation  except to the extent that such ownership  existed prior to the
     Business  Combination  and (iii) at least a majority  of the members of the
     board  of  directors  of  the  corporation  resulting  from  such  Business
     Combination  were  members  of  the  Incumbent  Board  at the  time  of the
     execution  of the  initial  agreement,  or of  the  action  of  the  Board,
     providing for such Busiess Combination; or

          (d)  Approval  by  the  shareholders  of  the  Company  of a  complete
     liquidation or dissolution of the Company.

     2. Article II of the Plan is hereby amended by adding a new Section 2.05 at
the end thereof, reading in its entirety as follows:

          2.05 Change of Control Vesting. Notwithstanding anything herein to the
     contrary,  upon a Change of Control,  all Participants in the Plan who have
     not then reached age 60 and 10 years of service  with the Company  shall be
     vested in the benefits described in Section 2.01 (and, thereupon,  shall be
     eligible to receive such benefits on retirement) as if they had reached age
     60 and had 10  years of  service  with  the  Company  as of the date of the
     Change of Control.

     3.  Article  3.06 is hereby  amended  by adding  the  following  at the end
thereof:

          Notwithstanding the foregoing:  (i) any termination of employment that
     gives rise to a right,  on the part of a  Participant,  to severance pay or
     benefits under a

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     Change-of-Control  Employment  Agreement  between  the Company and the
     Participant  shall be treated as a retirement  rather than a resignation by
     the Participant or termination of the Participant by the Company;  and (ii)
     clause c. of the preceding sentence shall be inapplicable after a Change of
     Control.

          The Plan is in all  other  respects  ratified  and  confirmed  without
     amendment.


          Pursuant to  authorization  of the Board of  Directors  of the Company
     granted on October 23, 1998, I have executed this Second Amendment this 1st
day  of December, 1998.




                                            /s/ Paul J. Ganci
                                   _________________________________________ 
                                                Paul J. Ganci 
                                                President and 
                                            Chief Executive Officer







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