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                                EXHIBIT 10(iii)24)

            CENTRAL HUDSON GAS & ELECTRIC CORPORATION

                   MANAGEMENT INCENTIVE PROGRAM


    WHEREAS, effective with the fiscal year beginning
January 1, 1991, the Company established a Management Incentive
Program ("MIP") as part of the Company's Savings Incentive Plan
("SIP"); and

    WHEREAS, effective April 1, 1994, the MIP was amended
and restated; and

    WHEREAS, the Company proposes to amend and restate the
MIP by this instrument;

    NOW, THEREFORE, the Company hereby amends the MIP,
effective as of August 1, 1997, to read as amended as follows:

I.  General
         The MIP shall be a cash bonus program ("Incentive
Award") based on meeting an "Incentive Goal" (as described
below).  The MIP's purpose is to provide an added incentive to
management employees for meeting or exceeding the Company's
commitments to its customers, shareholders and employees.

II. Eligibility

         All management employees are eligible to receive an
Incentive Award except (i) the Chairman of the Board and Chief
Executive Officer, the President and Chief Operating Officer and
any other officer(s) which the Chairman shall determine from time
to time, (ii) temporary employees and (iii) those employees whose
employment is terminated in a year in which an Incentive Award is
made unless such termination is a retirement.

III.     Incentive Goal

         The Incentive Goal will, to the extent possible, be
established during the first quarter of each year by the Board of
Directors and thereafter announced to the Company's management
employees.  The Incentive Goal currently in effect shall be
attached hereto as Exhibit A.

IV. Incentive Award

         After the audited financial results of the Company for
a fiscal year ("Fiscal Year") have been made public, the Board of
Directors of the Company shall determine whether or not the
Incentive Goal has been met for the Fiscal Year, which
determination shall be final.  The method for determining the
amount of the Incentive Award currently in effect shall be set
forth in Exhibit A.

         If the Incentive Goal for the Fiscal Year has been met,
the Incentive Award shall be paid (subject to applicable payroll
taxes) to those management employees determined to be eligible
pursuant to Paragraph II hereof as soon as practicable after such
determination by the Board of Directors.  The aggregate of the
Incentive Award will be allocated among and be paid to each such
eligible management employee in the same proportion that each
such employee's base compensation for the Fiscal Year bears to
base compensation paid to all such eligible management employees
for that Fiscal Year.

         IN WITNESS WHEREOF, the undersigned Chairman of the
Board and Chief Executive Officer of Central Hudson Gas &
Electric Corporation has signed this instrument this 25th day of
July, 1997 as duly authorized by resolution of the Board of
Directors.


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


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     EXHIBIT A - Incentive Goal and Award Currently in Effect

I.  Incentive Goal

         The Company must, for fiscal year 1997, achieve its
Customer Satisfaction Index Goal AND exceed the weighted average
rate of return on the Company's common equity then authorized by
the New York State Public Service Commission with respect to the
Company's electric and gas departments ("ROE").(1)

         With respect to the Company's Customer Satisfaction
Index ("CSI"), the Company's Goal, for fiscal year 1997, is to
achieve a cumulative average of 28.3% of customers responding to
the Company's "How did we do?" survey who indicate they are
highly satisfied with the Company's service.

(1) In the event a new rate of return becomes effective during
    1997, a rate of return shall be developed for the Incentive
    Goal for 1997 using a weighted average of both the prior and
    new rates of return.

II. Incentive Award

         The Incentive Award shall be determined as follows:

              $15,000 for each .01% by which the Company's ROE
              is exceeded, provided that the excess is equal to
              or greater than 0.1%.  Such payment shall not
              exceed 2% of base payroll for eligible employees. 


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