EXHIBIT (3)(vi)

                                  B Y - L A W S

                                       OF

                    CENTRAL HUDSON GAS & ELECTRIC CORPORATION


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                                TABLE OF CONTENTS

                                   BY-LAWS OF

                    CENTRAL HUDSON GAS & ELECTRIC CORPORATION

                                                                            PAGE

ARTICLE I.      MEETING OF SHAREHOLDERS                                        1

  Section  1.   Place of Meeting                                               1
  Section  2.   Annual Meeting                                                 1
  Section  3.   Special Meeting                                                1
  Section  4.   Notice of Meetings                                             1
  Section  5.   Quorum                                                         2
  Section  6.   Inspectors                                                     2
  Section  7.   Adjournment of Meetings                                        2
  Section  8.   Voting                                                         3
  Section  9.   Record Date                                                    3


ARTICLE II.     BOARD OF DIRECTORS                                             3

  Section  1.   Number and Qualifications                                      3
  Section  2.   Election of Directors                                          4
  Section  3.   Term of Office                                                 4
  Section  4.   Resignation and Removal                                        4
  Section  5.   Newly Created Directorships and Vacancies                      4
  Section  6.   Election of Directors by Holders of Preferred Stock            4
  Section  7.   Regular Meetings                                               6
  Section  8.   Special Meetings                                               6
  Section  9.   Notice and Place of Meetings                                   6
  Section 10.   Business Transacted at Meetings                                6
  Section 11.   Quorum and Manner of Acting                                    6
  Section 12.   Compensation                                                   7
  Section 13.   Indemnification of Officers and Directors                      7
  Section 14.   Committees of the Board                                        9


ARTICLE III.    EXECUTIVE COMMITTEE                                            9

  Section  1.   How Constituted and Powers                                     9
  Section  2.   Removal and Resignation                                        9

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                                                                            PAGE

  Section  3.   Filling of Vacancies                                          10
  Section  4.   Quorum                                                        10
  Section  5.   Record of Proceedings, etc                                    10
  Section  6.   Organization, Meetings, etc                                   10
  Section  7.   Compensation of Members                                       10


ARTICLE IV.     OFFICERS                                                      11

  Section  1.   Election                                                      11
  Section  2.   Removal                                                       11
  Section  3.   Resignation of Officers                                       11
  Section  4.   Filling of Vacancies                                          11
  Section  5.   Compensation                                                  12
  Section  6.   Chairman of the Board of Directors
                 and Chief Executive Officer                                  12
  Section  7.   Vice Chairman of the Board of Directors                       12
  Section  8.   President and Chief Operating Officer                         12
  Section  9.   The Vice Presidents                                           12
  Section 10.   The Treasurer                                                 13
  Section 11.   Controller                                                    13
  Section 12.   The Secretary                                                 14
  Section 13.   Other Officers                                                14


ARTICLE V.      CONTRACTS, LOANS, BANK ACCOUNTS, ETC                          15

  Section  1.   Contracts, etc., How Executed                                 15
  Section  2.   Loans                                                         15
  Section  3.   Checks, Drafts, etc                                           15
  Section  4.   Deposits                                                      16
  Section  5.   General and Special Bank Accounts                             16


ARTICLE VI.     CAPITAL STOCK                                                 16

  Section  1.   Issue of Certificates of Stock                                16
  Section  2.   Transfer of Stock                                             16
  Section  3.   Lost, Destroyed and Mutilated Certificates                    17

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ARTICLE VII.      DIVIDENDS, SURPLUS, ETC                                     17

  Section  1.     General Discretion of Directors                             17


ARTICLE VIII.     MISCELLANEOUS PROVISIONS                                    18

  Section  1.     Fiscal Year                                                 18
  Section  2.     Waiver of Notice                                            18
  Section  3.     Notices                                                     18
  Section  4.     Examination of Books                                        18
  Section  5.     Gender                                                      19


ARTICLE IX.       AMENDMENTS                                                  19

  Section  1.     Amendment by Directors                                      19
  Section  2.     Amendment by Shareholders                                   19

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                                  B Y - L A W S

                                       OF

                    CENTRAL HUDSON GAS & ELECTRIC CORPORATION

                               -------------------

                                   ARTICLE I.

                            MEETINGS OF SHAREHOLDERS

SECTION 1.  PLACE OF MEETING.

       All meetings of the shareholders shall be held at the principal office of
the Corporation in the City of  Poughkeepsie,  County of Dutchess,  State of New
York, or at such other place or places in the State of New York as may from time
to time be fixed by the Board of Directors.

SECTION 2.  ANNUAL MEETING.

       The Annual Meeting of the shareholders, for the election of directors and
the transaction of such other business as may brought before the meeting,  shall
be held each year at such date and time of day as the directors may determine.

SECTION 3.  SPECIAL MEETINGS.

       Special  meetings  of the  shareholders  may be  called by (i) all of the
Board of  Directors  or (ii) by the  Chairman  of the Board and Chief  Executive
Officer and one other  Director of the  Corporation  or,  (iii) in the  absence,
unavailability,  or  inability  to act of the  Chairman  of the  Board and Chief
Executive  Officer,  by the President and Chief Operating  Officer and one other
Director of the Corporation,  or (iv) by shareholders  together holding at least
one third of the capital stock of the  Corporation  entitled to vote or act with
respect thereto upon the business to be brought before such meeting.

SECTION 4.  NOTICE OF MEETINGS.

       Notice of any annual or special meeting of the  shareholders  shall be in
writing and shall be signed by the Chairman of the Board of Directors  and Chief
Executive  Officer or the President and Chief Operating Officer or the Secretary
or an Assistant  Secretary.  Such notice shall state the purpose or purposes for
which the  meeting  is called and shall  state the  place,  date and hour of the
meeting and, unless it is the annual  meeting,  indicate that it is being issued
by or at the direction of the person or persons  calling the meeting.  A copy of
the notice of any meeting shall be given, personally or by first-class mail, not
fewer than

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ten (10) nor more than sixty (60) days before the date of the  meeting,  to each
shareholder  entitled to vote at such meeting.  If mailed,  such notice is given
when deposited in the United States mail, with postage thereon prepaid, directed
to the  shareholder at his address as it appears on the record of  shareholders,
or, if he shall have  filed  with the  Secretary  of the  Corporation  a written
request that notices to him be mailed to some other  address,  then  directed to
him at such other address.  An affidavit of the Secretary of the  Corporation or
other person giving the notice or of a transfer  agent of the  Corporation  that
the notice  required  by this  section  has been given  shall be supplied at the
meeting to which it relates.

SECTION 5.  QUORUM.

       Except as otherwise provided by statute, the holders of a majority of the
shares  entitled  to vote  thereat  shall  constitute  a quorum at a meeting  of
shareholders for the transaction of any business, provided that when a specified
item of business  is  required to be voted on by a class or series,  voting as a
class,  the  holders of a majority  of the shares of such class or series  shall
constitute a quorum for the transaction of such specified item of business.

SECTION 6.  INSPECTORS.

       The person  presiding at a shareholders'  meeting may, and on the request
of any  shareholder  entitled  to vote  thereat  shall,  appoint one (1) or more
inspectors.  Each  inspector,  before entering upon the discharge of his duties,
shall take and sign an oath  faithfully  to execute the duties of  inspector  at
such meeting with strict  impartiality and according to the best of his ability.
The inspectors  shall determine the number of shares  outstanding and the voting
power of each, the shares represented at the meeting, the existence of a quorum,
the  validity  and  effect of  proxies,  and shall  receive  votes,  ballots  or
consents,  hear and determine  questions arising in connection with the right to
vote, count and tabulate all votes,  ballots or consents,  determine the result,
and do such acts as are proper to conduct the election or vote with  fairness to
all  shareholders.  The inspectors  shall make a report in writing of any matter
determined by them and execute a certificate of any fact found by them.

SECTION 7.  ADJOURNMENT OF MEETINGS.

       Any meeting of  shareholders  may be adjourned by a majority  vote of the
shareholders  present or  represented  by proxy despite the absence of a quorum.
When a meeting of  shareholders  is adjourned to another time or place, it shall
not be  necessary  to give any notice of the  adjourned  meeting if the time and
place to which the meeting is  adjourned  are  announced at the meeting at which
the adjournment is taken, and at the

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adjourned  meeting  at which a quorum  shall be  present,  any  business  may be
transacted,  and any  corporate  action  may be  taken,  which  might  have been
transacted or taken if the meeting had been held as originally called.

SECTION 8.  VOTING.

       Every  shareholder  of record  shall be entitled at every  meeting of the
shareholders  to one vote for every  share of stock  standing in his name on the
record of  shareholders  of the  Corporation  unless  otherwise  provided in the
Certificate of  Incorporation  and amendments  thereto and except as provided in
Section 9 of this Article I. Every shareholder  entitled to vote at a meeting of
shareholders may authorize another person or persons to act for him by proxy. No
proxy shall be valid after the expiration of eleven months from the date thereof
unless otherwise  provided in the proxy. A list of shareholders as of the record
date certified by the officer  responsible  for its preparation or by a transfer
agent shall be available at every meeting of shareholders  and shall be produced
upon the request of any  shareholder,  and all persons who appear from such list
to be shareholders entitled to vote thereat may vote at such meeting.

SECTION 9.  RECORD DATE.

       For the purpose of determining the shareholders  entitled to notice of or
to vote at any meeting of shareholders or any adjournment thereof, or to express
consent to or dissent from any proposal without a meeting, or for the purpose of
determining  shareholders  entitled  to receive  payment of any  dividend or the
allotment of any rights,  or for the purpose of any other  action,  the Board of
Directors  may  fix,  in  advance,  a date  as the  record  date  for  any  such
determination of  shareholders.  Such date shall not be more than sixty (60) nor
less than ten (10) days before the day of such meeting, nor more than sixty (60)
days prior to any other action.

                                   ARTICLE II.

                               BOARD OF DIRECTORS

SECTION 1.  NUMBER AND QUALIFICATIONS.

       The number of directors  constituting  the entire Board shall be not less
than three (3) nor more than ten (10). The number of directors may be increased,
or decreased,  by amendment of the by-laws  adopted by vote of a majority of the
entire Board of Directors.

       Each  director  shall be at least 18  years  of age.  No  person  who has
reached age 70 shall stand for election as a director.

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SECTION 2.  ELECTION OF DIRECTORS.

       Except  as  otherwise   required  by  law  or  by  the   Certificate   of
Incorporation  as  amended,  and except as  hereinafter  otherwise  provided  by
Sections 5 and 6 of this Article II,  directors  shall be elected by a plurality
of the votes cast at the annual meeting of shareholders by the holders of shares
entitled to vote at the  election  and shall hold  office  until the next annual
meeting of shareholders.

SECTION 3.  TERM OF OFFICE.

       Each director shall,  except as hereinafter  provided in Section 4 and in
Section 6 of this Article II, hold office until the  expiration  of the term for
which he is elected and until his successor has been elected and qualified.

SECTION 4.  RESIGNATION AND REMOVAL.

       Any director may resign at any time.  Such  resignation  shall be made in
writing and shall take effect at the time  specified  therein,  or if no time be
specified,  at the time of its receipt by the Chairman of the Board of Directors
and Chief  Executive  Officer or the Secretary.  The acceptance of a resignation
shall not be  necessary to make it effective  unless so specified  therein.  Any
director  may at any time,  with or  without  cause,  be  removed by vote of the
shareholders  at a special  meeting  called  for that  purpose.  When,  however,
pursuant to the provisions of the Certificate of Incorporation  as amended,  the
holders of the shares of any class or series,  voting as a class, have the right
to elect one (1) or more directors, such director or directors so elected may be
removed only by the  applicable  vote of the holders of the shares of that class
or series, voting as a class.

SECTION 5.  NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

       Newly created  directorships  resulting from an increase in the number of
directors  and  vacancies  occurring  in the Board for any  reason,  except  the
removal of directors  without cause,  and except as provided for in Section 6 of
this  Article II, may be filled by vote of a majority of the  directors  then in
office,  although less than a quorum exists. A vacancy occurring in the Board by
reason of the removal of a director without cause, may be filled only by vote of
the  shareholders,  subject  to the  provisions  of said  Section  6. A director
elected to fill a vacancy shall be elected to hold office for the unexpired term
of his predecessor, and until his successor is elected and qualified.

SECTION 6.  ELECTION OF DIRECTORS BY HOLDERS OF PREFERRED STOCK.

       Anything  in  the  by-laws  to  the  contrary  notwithstanding:  In  case
dividends on any series of the serial  preferred stock of the Corporation at the
rate or rates  prescribed  for such series  shall not have been paid in full for
periods  aggregating  one year (1) or more,  than,  and  until  full  cumulative
dividends  thereon  shall have been paid,  the holders of each

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such series  shall have the right,  together  with  holders of all other  serial
preferred stock in respect to which the same right shall be conferred,  to elect
a majority of the members of the Board of Directors of the corporation. Whenever
the holders of any series of serial  preferred  stock shall  become so entitled,
either  separately or together with the holders of other serial  preferred stock
as aforesaid, to elect a majority of the members of the Board of Directors,  and
upon the written  request of the holders of record of at least five percent (5%)
of the total number of shares of serial  preferred  stock then  outstanding  and
entitled  to  such  right  of  election,  addressed  to  the  Secretary  of  the
Corporation, a special meeting of the holders of serial preferred stock entitled
to such right of election  and the  holders of Common  Stock shall be called for
the  purpose  of  electing  directors.  At such  meeting  the  holders of serial
preferred stock and the holders of Common Stock shall vote  separately,  and the
holders of serial  preferred stock present in person or by proxy at such meeting
shall be entitled to elect,  by a plurality of votes cast by them, a majority of
the members of a new Board of Directors of the  corporation,  and the holders of
Common  Stock  present in person or by proxy shall be  entitled  to elect,  by a
plurality of votes cast by them,  the  remainder of the new Board of  Directors.
The persons so elected as  directors  shall  thereupon  constitute  the Board of
Directors of the Corporation,  and the terms of office of the previous directors
of the  Corporation  shall  thereupon  terminate.  The term "a  majority  of the
members of Board of  Directors"  as herein used shall mean one (1) more than one
half of the total number of directors provided for by the by-laws, regardless of
the number then in office,  and in case one half of such  number  shall not be a
whole number, such one half shall be the next smaller whole number. In the event
of any  vacancy in the Board of  Directors  among the  directors  elected by the
holders  of serial  preferred  stock,  such  vacancy  may be filled by the other
directors  elected by them, and if not so filled may be filled by the holders of
serial  preferred  stock  entitled to the right of election  as  aforesaid  at a
special meeting of the holders of said stock called for that purpose, and such a
meeting  shall be called upon the written  request of at least five percent (5%)
of the total number of shares of serial  preferred  stock then  outstanding  and
entitled  to such  right of  election.  If and when,  however,  full  cumulative
dividends upon any series of the serial  preferred stock shall at any subsequent
time be paid,  then and  thereupon  such power of the  holders of such series of
serial  preferred  stock to vote in the election of a majority of the members of
the Board of Directors shall cease; subject,  however, to being again revived at
any subsequent time if there shall again be default in payment of dividends upon
such series of serial  preferred stock for periods  aggregating one year or more
as  aforesaid.  Whenever  such  power of the  holders  of all  series  of serial
preferred  stock to vote shall cease,  the proper officer of the Corporation may
and upon the  written  request of the  holders of record of five  percent of the
total  number of shares of Common  Stock then  outstanding  shall call a special
meeting of the holders of Common Stock for the purpose of electing directors. At
any  meeting so called,  the  holders  of a  majority  of the Common  Stock then
outstanding,  present in person or by proxy,  shall be entitled  to elect,  by a
plurality of votes, a new Board of Directors of the Corporation.  The persons so
elected as directors  shall  thereupon  constitute the Board of Directors of the
Corporation,  and  the  terms  of  office  of  the  previous  directors  of  the
Corporation shall thereupon terminate.

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SECTION 7.  REGULAR MEETINGS.

       The  directors  shall hold a regular  annual  meeting for the election of
officers as soon as practicable  after the  adjournment of the Annual Meeting of
the Shareholders,  and, in addition,  regular meetings of the directors shall be
held at such times as the Board of  Directors  may  determine.  No notice of the
Annual Meeting shall be required if held immediately after the Annual Meeting of
the Shareholders and if a quorum is present.

SECTION 8.  SPECIAL MEETINGS.

       Special  meetings of the  directors  may be called by (i) the Chairman of
the Board of  Directors  and Chief  Executive  Officer or, (ii) in the  absence,
unavailability,  or  inability  to act of the  Chairman  of the  Board and Chief
Executive Officer, by the President and Chief Operating Officer and one director
of the  Corporation,  or (iii)  by any two (2)  directors  at any time  upon the
written request of the Secretary on behalf of the two (2) directors.

SECTION 9.  NOTICE AND PLACE OF MEETINGS.

       Regular  meetings  shall be held at such place or places either within or
without  the State of New York as the Board of  Directors  may from time to time
determine.  Special meetings shall be held at such place or places either within
or without the State of New York as may be specified in the  respective  notices
of the  meetings.  Except as provided in Section 7 of this Article II, notice of
any regular or special meeting of the directors shall be mailed to each director
addressed  to him at his  residence  or usual place of business at least two (2)
days before the day on which the meeting is to be held,  or shall be sent to him
at such place by telegraph,  or be delivered  personally  or by  telephone,  not
later than the day before the day on which the meeting is to be held.

SECTION 10.  BUSINESS TRANSACTED AT MEETINGS.

       Any  business may be  transacted  and any  corporate  action taken at any
regular or special meeting of the directors  whether stated in the notice of the
meeting or not.

SECTION 11.  QUORUM AND MANNER OF ACTING.

       A majority of the  directors  in office at the time of any meeting of the
Board shall  constitute a quorum and, except as by law otherwise  provided,  the
act of a  majority  of the  directors  present at any such  meeting,  at which a
quorum is present,  shall be the act of the Board of Directors.  In the event it
is  necessary  to obtain a quorum,  at the  discretion  of the  presiding  Board
member,  any one (1) or more members of the Board may be present and participate
in a  meeting  of the  Board by  means  of a  conference  telephone  or  similar
communications  equipment  allowing all persons  participating in the meeting to
hear each other at the same time.  Participation  by such means shall constitute
presence in person at such  meeting.  In the absence of a quorum,  the directors
present may adjourn the meeting

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from time to time until a quorum be had.  Notice of any  adjourned  meeting need
not be given other than by announcement at the meeting.  The directors shall act
only as a Board and the individual directors shall have no power as such.

SECTION 12.  COMPENSATION.

       The   compensation  of  the  directors,   other  than  employees  of  the
Corporation, for services as directors and as members of committees of the Board
shall be as fixed by the Board from time to time.  Such directors  shall also be
reimbursed  for  expenses  incurred in  attending  meetings of the Board  and/or
committees thereof.

SECTION 13.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

       A. General Applicability

       Except  to the  extent  expressly  prohibited  by the New  York  Business
Corporation Law, the Corporation shall indemnify each person made, or threatened
to be made, a party to or involved in any action,  suit or  proceeding,  whether
criminal or civil,  administrative  or  investigative by reason of the fact that
such  person or such  person's  testator  or  intestate  is or was a Director or
Officer of the Corporation, against judgments, fines, penalties, amounts paid in
settlement  and reasonable  expenses,  including  attorney's  fees and expenses,
reasonably  incurred  in  enforcing  such  person's  right  to  indemnification,
incurred in connection  with such action or proceeding,  or any appeal  therein,
provided that no such indemnification shall be made if a judgment or other final
adjudication  adverse to such person  establishes  that such  person's acts were
committed  in bad faith or were the result of active and  deliberate  dishonesty
and were  material  to the cause of action so  adjudicated,  or that such person
personally  gained in fact a financial  profit or other  advantage to which such
person  was  not  legally   entitled,   and   provided   further  that  no  such
indemnification  shall be  required  with  respect  to any  settlement  or other
nonadjudicated  disposition  of any  threatened or pending  action or proceeding
unless the  Corporation  has given its prior consent to such settlement or other
disposition.

       b. Scope of Indemnification

       The Corporation  promptly shall advance or reimburse upon request,  after
receipt by the  Corporation  of a  statement  or  statements  from the  claimant
requesting such advance or advances of reimbursements, to any person entitled to
indemnification hereunder all reasonable expenses, including attorney's fees and
expenses,  reasonably  incurred in defending any action or proceeding in advance
of the final disposition  thereof upon receipt of an undertaking by or on behalf
of such person to repay such amount if such person is ultimately found not to be
entitled to indemnification or, where  indemnification is granted, to the extent
the expenses so advanced or reimbursed exceed the amount to which such person is
entitled; provided, however, that such person shall cooperate in good faith with
any request by the Corporation  that common counsel be used by the parties to an
action  or  proceeding  who are  similarly  situated  unless  to do so  would be
inappropriate  due to actual or potential  differing  interests between or among
such parties.

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       c. Other Indemnification Provisions

       Nothing  herein shall limit or affect any right of any Director,  Officer
or other  corporate  personnel  otherwise than hereunder to  indemnification  or
expenses,  including  attorney's  fees,  under any  statute,  rule,  regulation,
certificate of incorporation,  by-law,  insurance policy, contract or otherwise;
without  affecting  or  limiting  the rights of any  Director,  Officer or other
corporate  personnel  pursuant to this Article II, the Corporation is authorized
to enter into agreements with any of its Directors,  Officers or other corporate
personnel extending rights to indemnification and advancement of expenses to the
fullest extent permitted by applicable law.

       Unless limited by resolution of the Board of Directors or otherwise,  the
Corporation  shall  advance  the  payment  of  expenses  to the  fullest  extent
permitted by applicable law to, and shall  indemnify,  any Director,  Officer or
other corporate  person who is or was serving at the request of the Corporation,
as  a  director,  officer,  partner,  trustee,  employee  or  agent  of  another
corporation,  whether  for profit or  not-for-profit,  or a  partnership,  joint
venture,  trust or other enterprise,  whether or not such other enterprise shall
be obligated to indemnify such person.

       d. Survival of Indemnification

       Anything in these By-Laws to the contrary notwithstanding, no elimination
or amendment of this Article II adversely  affecting  the right of any person to
indemnification  or advancement of expenses  hereunder  shall be effective until
the 60th day following notice to such person of such action,  and no elimination
of or  amendment  to this  Article II shall  deprive  any such  person's  rights
hereunder arising out of alleged or actual occurrences,  acts or failures to act
prior to such 60th day.

       e. Inability to Limit Indemnification

       The  Corporation  shall not,  except by  elimination or amendment of this
Article II in a manner  consistent  with the preceding  Section 13D and with the
provisions of Article IX ("Amendments"), take any corporate action or enter into
any agreement which prohibits,  or otherwise limits the rights of any person to,
indemnification  in  accordance  with the  provisions  of this  Article  II. The
indemnification  of any person  provided by this Article II shall continue after
such person has ceased to be a Director or Officer of the  Corporation and shall
inure to the benefit of such person's heirs, executors, administrators and legal
representatives.

       f. Severability

       In case any  provision in this Article II shall be determined at any time
to be  unenforceable  in any respect,  the other  provisions  of this Article II
shall not in any way be affected or impaired thereby, and the affected provision
shall be given the fullest possible  enforcement in the circumstances,  it being
the intention of the  Corporation to afford  indemnification  and advancement of
expenses to its Directors or Officers, acting in such capacities or in the other
capacities mentioned herein, to the fullest extent permitted by law.

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SECTION 14.  COMMITTEES OF THE BOARD.

       The Board, by resolution  adopted by a majority of the entire Board,  may
designate  from  among its  members,  in  addition  to the  Executive  Committee
provided  for in Article III of these  By-Laws,  committees  of the Board,  each
consisting  of three (3) or more  directors,  and each of which  shall  have the
powers and duties  prescribed in the  resolution  designating  such  committees.
Anything in these By-Laws or in the resolution  designating  such  committees to
the contrary  notwithstanding,  at the  discretion  of the  presiding  committee
member,  any one or more members of any  committee of the Board of Directors may
participate in any meeting of such committee by means of a conference  telephone
or similar  communications  equipment allowing all persons  participating in the
meeting to hear each other at the same time.  Participation  by such means shall
constitute presence in person at such meeting.

                                  ARTICLE III.

                               EXECUTIVE COMMITTEE

SECTION 1.  HOW CONSTITUTED AND POWERS.

       The Board of Directors, by resolution adopted by a majority of the entire
Board,  may  designate  three (3) or more of the  directors,  together  with the
Chairman of the Board of Directors and Chief Executive Officer, to constitute an
Executive  Committee,  to serve at the  pleasure of the Board,  which  Committee
shall during the intervals  between  meetings of the Board of Directors,  unless
limited by the resolution appointing such Committee,  have authority to exercise
all or any of the  powers of the Board of  Directors  in the  management  of the
affairs of the  Corporation,  insofar as such powers may lawfully be  delegated.
The Board may designate one (1) or more  directors as alternate  members of such
Committee,  who may replace any absent  member or members at any meeting of such
Committee.

SECTION 2.  REMOVAL AND RESIGNATION.

       Any member of the Executive Committee, except a member ex officio, may be
removed at any time with or without cause,  by resolution  adopted by a majority
of the entire  Board.  Any member of the  Executive  Committee may resign at any
time.  Such  resignation  shall be in writing  and shall take effect at the time
specified  therein,  or, if no time be specified,  at the time of its receipt by
the  Chairman  of the Board of  Directors  and Chief  Executive  Officer  or the
President  and  Chief  Operating  Officer  or  Secretary.  The  acceptance  of a
resignation  shall not be  necessary  to make it  effective  unless so specified
therein.  Any person  ceasing to be a  director  shall ipso facto  cease to be a
member of the Executive Committee.

<PAGE>
                                     - 10 -


SECTION 3.  FILLING OF VACANCIES.

       Any vacancy among the members of the Executive  Committee  occurring from
any cause whatsoever may be filled from among the directors by a majority of the
entire Board of Directors.

SECTION 4.  QUORUM.

       A majority of the members of the Executive  Committee shall  constitute a
quorum. The act of a majority of the members of the Executive  Committee present
at any  meeting at which a quorum is present  shall be the act of the  Executive
Committee.  The members of the Executive Committee shall act only as a committee
and the individual members thereof shall have no powers as such.

SECTION 5.  RECORD OF PROCEEDINGS, ETC.

       The Executive  Committee  shall keep a record of its acts and proceedings
and shall report the same to the Board of Directors when and as required.

SECTION 6.  ORGANIZATION, MEETINGS, ETC.

       The Executive  Committee  shall make such rules as it may deem  expedient
for the regulation and carrying on of its meetings and proceedings.

SECTION 7.  COMPENSATION OF MEMBERS.

       The  members  of the  Executive  Committee  shall  be  entitled  to  such
compensation as may be allowed them by resolution of the Board of Directors.

<PAGE>
                                     - 11 -


                                   ARTICLE IV.

                                    OFFICERS

SECTION 1.  ELECTION.

       The Board of Directors,  at its regular  annual  meeting,  shall elect or
appoint  from  their  number a  Chairman  of the  Board of  Directors  and Chief
Executive  Officer and the Chairmen of  Committees of the Board and may elect or
appoint  a vice  chairman  of the  Board  of  Directors  and  vice  chairmen  of
Committees of the Board,  which officers shall be officers of the Board;  and it
shall elect or appoint a President and Chief Operating Officer, one or more Vice
Presidents,  a Secretary, a Treasurer,  and a Controller which officers shall be
officers of the Corporation. Each of said officers, subject to the provisions of
Sections 2 and 3 of this  Article,  shall hold  office,  if  elected,  until the
meeting of the Board following the next Annual Meeting of shareholders and until
his successor  has been elected and  qualified,  or, if appointed,  for the term
specified in the  resolution  appointing  him and until his  successor  has been
elected  or  appointed.  Any  two (2) or more  offices  may be held by the  same
person,  except  the  offices  of  President  and  Secretary.  Should any of the
officers of the Board or the  President  cease to be a  director,  he shall ipso
facto cease to be such officer.

SECTION 2.  REMOVAL.

       Any officer may be removed summarily with or without cause at any time by
resolution  of the Board of  Directors,  or,  except in the case of any  officer
elected by the Board of  Directors,  by any  committee or officer upon whom such
power of removal may be conferred by the Board of Directors,  without prejudice,
however, to any rights which any such person may have by contract.

SECTION 3.  RESIGNATION OF OFFICERS.

       Any  officer  may  resign  at any time by giving  written  notice of such
resignation to the Board of Directors, its Chairman and Chief Executive Officer,
the President and Chief Operating Officer or Secretary of the Corporation.  Such
resignation shall take effect at the time specified  therein,  or, if no time be
specified,  at the time of its receipt by the Board of  Directors  or one (1) of
the  above-named  officers of the  Corporation.  The acceptance of a resignation
shall not be necessary to make it effective unless so specified therein.

SECTION 4.  FILLING OF VACANCIES.

       A vacancy in any office, from whatever cause arising, shall be filled for
the  unexpired  portion of the term in the manner  provided in these by-laws for
the regular election or appointment of such officer.


<PAGE>
                                     - 12 -


SECTION 5.  COMPENSATION.

         The  compensation  of the  officers  shall  be  fixed  by the  Board of
Directors or by any committee or superior officer upon whom power in that regard
may be conferred by the Board of Directors.

SECTION 6.  CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER.

       The  Chairman  of the Board  and  Chief  Executive  Officer  shall,  when
present, preside at all meetings of the shareholders and the Board of Directors.
He shall be Chairman of the Executive  Committee.  He shall be  responsible  for
direction of the policy of the Board of  Directors  and shall have the power and
perform the duties necessary to implement such responsibility.

SECTION 7.  VICE CHAIRMAN OF THE BOARD OF DIRECTORS.

       In the  absence  of the  Chairman  of the  Board of  Directors,  the Vice
Chairman shall,  when present,  preside at all meetings of the  shareholders and
the Board of Directors. He shall have such powers and perform such duties as the
Chairman of the Board of Directors and Chief Executive Officer shall delegate to
him.

SECTION 8.  PRESIDENT AND CHIEF OPERATING OFFICER.

       The President and Chief Operating Officer shall, subject to the authority
of the Chairman of the Board of Directors and Chief Executive Officer,  have the
power and perform the duties  usually  appertaining  to the  President and Chief
Operating Officer of a corporation, and such power and duties as the Chairman of
the Board and Chief Executive Officer shall assign to him.

SECTION 9.  THE VICE PRESIDENTS.

       The Vice  Presidents  shall have such  duties as may from time to time be
assigned to them by the Board of Directors or the President and Chief  Operating
Officer,  or by the  Chairman  of the Board and Chief  Executive  Officer in the
President and Chief Operating  Officer's absence.  When performing the duties of
the President and Chief  Operating  Officer,  they shall have all the powers of,
and be subject to all the restrictions upon, the President.

<PAGE>
                                     - 13 -


SECTION 10.  THE TREASURER.

       The Treasurer shall:

       (a)    Except as otherwise  ordered by the Board, have charge and custody
              of, and be  responsible  for all funds,  securities,  receipts and
              disbursements of the Corporation and shall deposit, or cause to be
              deposited,  all money and other  valuable  effects  in its name in
              such banks,  trust  companies  or other  depositaries  as shall be
              selected in accordance with these by-laws;

       (b)    Receive and give receipts for payments made to the Corporation and
              take and preserve proper receipts for all monies disbursed by it;

       (c)    In general,  perform  such duties as are incident to the office of
              Treasurer,  or as may be from time to time  assigned to him by the
              Board of Directors,  the Chairman of the Board and Chief Executive
              Officer or the President and Chief Operating Officer, or as may be
              prescribed by law or by these by-laws.

       The  Treasurer  shall give to the  Corporation a bond if, and in such sum
as, required by the Board of Directors, conditioned for the faithful performance
of the  duties of his  office  and the  restoration  to the  Corporation  at the
expiration  of his  term of  office,  or in case of his  death,  resignation  or
removal from office, of all books, papers,  vouchers, money or other property of
whatever kind, in his possession belonging to the Corporation.

SECTION 11.  CONTROLLER.

       The Controller shall:

       (a)    Keep at the office of the Corporation  correct books of account of
              all its business and transactions,  subject to the supervision and
              control  of  the  President  and  Chief   Operating   Officer  and
              Treasurer;

       (b)    Exhibit at all reasonable  times his books of accounts and records
              to any of the directors upon application  during business hours at
              the office of the  Corporation  where such books and  records  are
              kept;

       (c)    Render  a  full  statement  of  the  financial  condition  of  the
              Corporation whenever requested so to do by the Board of Directors,
              the  Chairman  of the  Board and Chief  Executive  Officer  or the
              President and Chief Operating Officer; and

<PAGE>
                                     - 14 -


       (d)    In  general,  perform  such  duties  as may be  from  time to time
              assigned  to him by the Board of  Directors,  the  Chairman of the
              Board and  Chief  Executive  Officer  or the  President  and Chief
              Operating Officer.

SECTION 12.  THE SECRETARY.

       The Secretary shall:

       (a)    Keep the  minutes of the  meetings of the  shareholders,  Board of
              Directors  and  Executive  Committee  in  books  provided  for the
              purpose;

       (b)    See  that  all  notices  are duly  given  in  accordance  with the
              provisions of these by-laws or as required by law;

       (c)    Be custodian of the seal of the  Corporation  and see that it or a
              facsimile  thereof is affixed to all stock  certificates  prior to
              their issue, and that it is affixed to all documents the execution
              of which under the seal of the  Corporation is duly  authorized or
              which require that the seal be affixed thereto;

       (d)    Have charge of the stock  certificate books of the Corporation and
              keep, or cause to be kept, at the office of the  Corporation or at
              the  office  of its  transfer  agent or  registrar,  a  record  of
              shareholders  of  the   Corporation,   containing  the  names  and
              addresses of all shareholders, the number and class of shares held
              by each and the dates when they respectively  became the owners of
              record thereof; and

       (e)    In general,  perform  such duties as are incident to the office of
              Secretary,  or as may be from time to time  assigned to him by the
              Board of Directors,  the Chairman of the Board and Chief Executive
              Officer or the President and Chief  Operating  Officer,  or as are
              prescribed by law or by these by-laws.

SECTION 13.  OTHER OFFICERS.

       Other officers, including one (1) or more additional Vice Presidents, may
from time to time be  appointed  by the Board of  Directors or by any officer or
committee  upon whom a power of  appointment  may be  conferred  by the Board of
Directors,  which other  officers shall have such powers and perform such duties
as may be assigned to them by the Board of Directors,  the Chairman of the Board
and Chief  Executive  Officer or the President and Chief  Operating  Officer and
shall hold office for such terms as may be  designated by the Board of Directors
or the officer or committee appointing them.

<PAGE>
                                     - 15 -


                                   ARTICLE V.

                      CONTRACTS, LOANS, BANK ACCOUNTS, ETC.

SECTION 1.  CONTRACTS, ETC., HOW EXECUTED.

       The Board of Directors,  except as in these by-laws  otherwise  provided,
may  authorize  any  officer or  officers,  agent or  agents,  to enter into any
contract or execute and deliver any  instrument  in the name of and on behalf of
the  Corporation,  and such  authority  may be general or  confined  to specific
instances,  and,  unless so authorized by the Board of Directors,  no officer or
agent or employee  shall have any power or authority to bind the  Corporation by
any  contract  or  engagement  or to pledge  its  credits or to render it liable
pecuniarily for any purpose or to any amount.

SECTION 2.  LOANS.

       No  loans  shall  be  contracted  on  behalf  of the  Corporation  and no
negotiable paper shall be issued in its name,  unless  authorized by the vote of
the  Board  of  Directors.  When so  authorized,  any  officer  or  agent of the
Corporation  may effect loans and advances  for the  Corporation  from any bank,
trust company or other institution,  or from any firm, corporation or individual
and for such loans and advances may make,  execute and deliver promissory notes,
bonds or other evidences of indebtedness of the corporation.  When so authorized
any officer or agent of the Corporation,  as security for the payment of any and
all loans,  advances,  indebtedness  and  liabilities  of the  Corporation,  may
pledge,  hypothecate  or  transfer  any and all  stocks,  securities  and  other
personal property at any time held by the Corporation,  and to that end endorse,
assign and  deliver  the same.  Such  authority  may be general or  confined  to
specific instances.  The Board of Directors may authorize any mortgage or pledge
of, or the creation of a security  interest in, all or any part of the corporate
property, or any interest therein, wherever situated.

SECTION 3.  CHECKS, DRAFTS, ETC.

       All checks,  drafts or other  orders for the  payment of money,  notes or
other evidence of indebtedness  issued in the name of the  Corporation  shall be
signed by the  Treasurer or such other  officer or officers,  agent or agents of
the  Corporation  and in such manner as shall from time to time be determined by
resolution of the Board of Directors.

<PAGE>
                                     - 16 -


SECTION 4.  DEPOSITS.

       All funds of the Corporation  shall be deposited from time to time to its
credit in such banks,  trust  companies  or other  depositaries  as the Board of
Directors may select, or as may be selected by an officer or officers,  agent or
agents  of the  Corporation  to whom  such  power,  from  time to  time,  may be
delegated  by the Board of  Directors  and,  for the  purpose  of such  deposit,
checks,  drafts and other  orders for the  payment of money which are payable to
the order of the  Corporation  may be endorsed,  assigned  and  delivered by the
President and Chief Operating  Officer or a Vice President,  or the Treasurer or
the Secretary,  or by any officer,  agent or employee of the Corporation to whom
any of said  officers,  or the Board of  Directors,  by  resolution,  shall have
delegated such power.

SECTION 5.  GENERAL AND SPECIAL BANK ACCOUNTS.

       The Board of Directors  may from time to time  authorize  the opening and
keeping of general and special bank accounts with such banks, trust companies or
other  depositaries  as the Board may select and may make such special rules and
regulations with respect thereto, as it may deem expedient.

                                   ARTICLE VI.

                                  CAPITAL STOCK

SECTION 1.  ISSUE OF CERTIFICATES OF STOCK.

       Certificates for shares of the capital stock of the Corporation  shall be
in such form as shall be  approved  by the  Board of  Directors.  They  shall be
numbered,  as nearly as may be, in the order of their  issue and shall be signed
by the Chairman of the Board and Chief Executive Officer or by the President and
Chief  Operating  Officer  or a  Vice  President,  and by  the  Secretary  or an
Assistant Secretary or the Treasurer or an Assistant Treasurer,  and sealed with
the seal of the  Corporation  or a  facsimile  thereof.  The  signatures  of the
officers  upon  a  certificate   may  be  facsimiles  if  the   certificate   is
countersigned  by a transfer  agent or registered by a registrar  other than the
Corporation itself or its employee.

SECTION 2.  TRANSFER OF STOCK.

       Shares of the capital stock of the  Corporation  shall be transferable by
the holder  thereof in person or by duly  authorized  attorney upon surrender of
the  certificate  or  certificates  for such  shares  properly  endorsed.  Every
certificate  of  stock  exchanged  or  returned  to  the  Corporation  shall  be
appropriately  cancelled.  A person in whose name  shares of stock  stand on the
books of the  Corporation  shall be deemed  the owner  thereof  as  regards  the
Corporation.  The Board of Directors  may make such other and further  rules and
regulations as they may deem necessary or proper concerning the issue,  transfer
and registration of stock certificates.


<PAGE>
                                     - 17 -


SECTION 3.  LOST, DESTROYED AND MUTILATED CERTIFICATES.

       The holder of any stock of the Corporation shall  immediately  notify the
corporation of any loss, destruction or mutilation of the certificates therefor.
The  Corporation  may  issue a new  certificate  of  stock  in the  place of any
certificate theretofore issued by it alleged to have been lost or destroyed, and
the Board of Directors may, in its discretion,  require the owner of the lost or
destroyed  certificate or his legal  representatives  to give the  Corporation a
bond in such sum and with  such  surety  or  sureties,  as they may  require  to
indemnify the  Corporation,  and any  registrar or transfer  agent of its stock,
against any claim that may be made against it by reason of the issue of such new
certificate and against all other liability in the premises.

                                  ARTICLE VII.

                            DIVIDENDS, SURPLUS, ETC.

SECTION 1.  GENERAL DISCRETION OF DIRECTORS.

       The Board of Directors  shall have the power from time to time to fix and
determine  and to vary the amount of  working  capital  of the  Corporation,  to
determine  whether any and, if any, what dividends shall be declared and paid to
the shareholders,  to fix the date or dates for the payment of dividends, and to
fix a time,  not  exceeding  fifty  (50) days  preceding  the date fixed for the
payment  of any  dividend,  as a date  for  the  determination  of  shareholders
entitled to receive  payment of such dividend.  When any dividend is paid or any
other  distribution is made, in whole or in part, from sources other than earned
surplus,  it shall be accompanied by a written notice (i) disclosing the amounts
by which such  dividend or  distribution  affects  stated  capital,  surplus and
earned surplus, or (ii) if such amounts are not determinable at the time of such
notice,  disclosing the  approximate  effect of such dividend or distribution as
aforesaid and stating that such amounts are not yet determinable.

<PAGE>
                                     - 18 -

                                  ARTICLE VIII.

                            MISCELLANEOUS PROVISIONS

SECTION 1.  FISCAL YEAR.

       The fiscal year of the Corporation shall be the calendar year.

SECTION 2.  WAIVER OF NOTICE.

       Notice of  meeting  need not be given to any  shareholder  who  submits a
signed  waiver of  notice,  in person or by proxy,  whether  before or after the
meeting.  The attendance of any shareholder at a meeting, in person or by proxy,
without  protesting prior to the conclusion of the meeting the lack of notice of
such meeting,  shall  constitute a waiver of notice by him.  Notice of a meeting
need not be given to any director who submits a signed waiver of notice  whether
before or after the  meeting,  or who attends the  meeting  without  protesting,
prior thereto or at its  commencement,  the lack of notice to him.  Whenever the
Corporation or the Board of Directors or any committee  thereof is authorized to
take any  action  after  notice to any person or persons or after the lapse of a
prescribed  period of time,  such action may be taken without notice and without
the lapse of such period of time,  if at any time before or after such action is
completed  the  person  or  persons  entitled  to such  notice  or  entitled  to
participate in the action to be taken or, in the case of a  shareholder,  by his
attorney-in-fact, submit a signed waiver of notice of such requirements.

SECTION 3.  NOTICES.

       Whenever by the by-laws any written notice is required to be given to any
shareholder,  director  or  officer,  the same may be  given,  unless  otherwise
required by law and except as  hereinbefore  otherwise  expressly  provided,  by
delivering it personally to him or by mailing or  telegraphing  it to him at his
last known post  office  address.  Where a notice is mailed or  telegraphed,  it
shall be deemed to have been given at the time it is mailed or telegraphed.

SECTION 4.  EXAMINATION OF BOOKS.

       The Board of  Directors  shall,  subject  to the laws of the State of New
York have power to determine  from time to time,  whether,  to what extent,  and
under what  conditions and regulations the accounts and books of the Corporation
or any of them  shall  be open to the  inspection  of the  shareholders,  and no
shareholder  shall have any right to inspect any account book or document of the
Corporation  except as conferred by the laws of the State of New York unless and
until  authorized  so  to  do  by  resolution  of  the  Board  of  Directors  or
shareholders of the Corporation.

<PAGE>
                                     - 19 -


SECTION 5.  GENDER.

       Words used in these by-laws  importing the male gender shall be construed
to include the female gender, wherever appropriate.

                                   ARTICLE IX.

                                   AMENDMENTS

SECTION 1.  AMENDMENT BY DIRECTORS.

       The Board of Directors shall have the power without the assent or vote of
the shareholders to adopt by-laws, and except as hereinafter provided in Section
2 of this Article,  and subject to such limitations as may be imposed by law, to
rescind,  alter,  amend or repeal by a vote of a majority of the whole Board any
of the by-laws, whether adopted by the Board or by the shareholders.

SECTION 2.  AMENDMENT BY SHAREHOLDERS.

       The shareholders shall have power to rescind,  alter, amend or repeal any
by-laws and to adopt  by-laws  which,  if so  expressed,  may not be  rescinded,
altered, amended or repealed by the Board of Directors.

<PAGE>
                                     - 20 -


       I, Gladys L. Cooper, Corporate Secretary of Central Hudson Gas & Electric
Corporation,  do hereby  certify that the foregoing is a full,  true and correct
copy of the by-laws of said Corporation as in effect at the date hereof.

       IN WITNESS WHEREOF, I have hereunto set my hand as Corporate Secretary of
said Corporation and hereunto affixed its corporate seal this __th day of _____,
____.

                                             /s/    GLADYS L. COOPER
                                          ---------------------------------
                                                 Corporate Secretary

Amended: April 27, 1999
Amended:  December 15, 1999
Amended January 18, 2002