EXHIBIT (4)(b)

                    CENTRAL HUDSON GAS & ELECTRIC CORPORATION

                              OFFICERS' CERTIFICATE

     We the undersigned [NAME], [TITLE], and [NAME], [TITLE], of CENTRAL HUDSON
GAS & ELECTRIC CORPORATION (the "Company"), in accordance with Sections 201 and
301 of the Indenture, dated as of April 1, 1992 (the "Indenture"), between the
Company and U.S. Bank Trust National Association (formerly known as First Trust
of New York, National Association), as successor trustee to Morgan Guaranty
Trust Company of New York, as Trustee (the "Trustee"), and pursuant to the Board
Resolutions (this and other capitalized terms used herein and not otherwise
defined herein having the respective meanings set forth in the Indenture)
adopted at a meeting held by consent of the Board of Directors of the Company on
February 22, 2002, do hereby establish the forms of the Securities of a series
of Securities and the terms and provisions of such Securities (the lettered
clauses set forth below corresponding to the lettered subsections of Section 301
of the Indenture) as follows:

     (a) the title of the Securities of such series shall be "Medium-Term Notes,
Series __" (the "Notes");

     (b) the aggregate principal amount of Notes which may be authenticated and
delivered under the Indenture shall be limited to $____________, except as
contemplated in Section 301(b) of the Indenture;

     (c) interest on the Notes shall be payable to the Person or Persons in
whose names the Notes are registered at the close of business on the Regular
Record Date for such interest, except as otherwise expressly provided in the
form of Note attached hereto;

     (d) the date or dates on which the principal of the Notes shall be payable
shall be determined at the time of sale of the Notes, or any Tranche thereof, by
the proper officers of the Company and communicated to the Trustee by Company
Order, or by the proper officers of the Company pursuant to the Administrative
Procedures (the "Administrative Procedures") attached as Exhibit __ to the
Distribution Agreement, dated ___________, by and between the Company
and______________, ________________ and ________________; provided, however,
that in no event shall a Note have a term less than one year or more than 30
years;

     (e) the Notes, or any Tranche thereof, shall bear interest at a fixed rate
as determined by the proper officers of the Company as follows: there shall be
determined by the proper officers of the Company and communicated to the Trustee
by Company Order, or by the proper officers of the Company pursuant to the
Administrative Procedures, at the time of sale of the Notes or any Tranche
thereof, the interest rate or rates (including the interest rate on overdue
principal, premium or interest, if any) applicable to such Notes, or any Tranche
thereof; interest shall accrue on any Note from the Original Issue Date
specified in such Note or, if later, the most recent date to which interest has
been paid or duly provided for; the Interest Payment Dates for


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the Notes shall be __________ and __________, and at Maturity, and the Regular
Record Dates with respect to such Interest Payment Dates shall be ___________
and __________, respectively (whether or not a Business Day), provided that
interest payable at Maturity shall be payable to the Person to whom the
principal shall be paid;

     (f) the office of U.S. Bank Trust National Association in New York, New
York, shall be the place where (1) the principal of and premium, if any, and
interest, if any, on the Notes shall be payable, (2) the Notes, or any Tranche
thereof, may be surrendered for registration of transfer, (3) the Notes, or any
Tranche thereof, may be surrendered for exchange and (4) notices and demands to
or upon the Company in respect of the Notes, or any Tranche thereof, and the
Indenture may be served; provided, however, that the Company reserves the right
to change, by one or more Officers' Certificates supplemental to this Officers'
Certificate, such place or add one or more additional such places;

     (g) the Notes, or any Tranche thereof, shall be redeemable in whole or in
part at the option of the Company during the period or periods, at the price or
prices, and upon the terms and conditions determined at the time of sale of the
Notes or any Tranche thereof by the proper officers of the Company and
communicated to the Trustee by Company Order, or determined by the proper
officers of the Company pursuant to the Administrative Procedures;

     (h) the obligation, if any, of the Company to redeem or purchase the Notes
or any Tranche thereof pursuant to any sinking fund or analogous provisions or
at the option of a Holder thereof and the period or periods within which, the
price or prices at which, and the terms and conditions upon which, such Notes or
Tranche thereof shall be redeemed or purchased, in whole or in part, pursuant to
such obligation shall be determined at the time of sale of the Notes or Tranche
thereof by the proper officers of the Company and communicated to the Trustee by
Company Order, or determined by the proper officers of the Company pursuant to
the Administrative Procedures;

     (i) the Notes, or any Tranche thereof, shall be issued in denominations of
$1,000 or any amount in excess thereof that is an integral multiple of $1,000 or
in such other denominations as shall be determined at the time of sale of the
Notes or Tranche thereof by the proper officers of the Company and communicated
to the Trustee by Company Order, or determined by the proper officers of the
Company pursuant to the Administrative Procedures;

     (j) not applicable;

     (k) not applicable;

     (l) not applicable;

     (m) not applicable;

     (n) not applicable;


<PAGE>

     (o) the Company reserves the right to add, by one or more Officers'
Certificates supplemental to this Officers' Certificate, (i) any covenants of
the Company for the benefit of the Holders of the Notes, or any Tranche thereof,
in addition to those set forth in Article Six of the Indenture and/or (ii) any
Events of Default, in addition to those specified in Section 801 of the
Indenture, with respect to all or any series of Securities Outstanding;

     (p) not applicable;

     (q) not applicable;

     (r) no service charge shall be made for the registration of transfer or
exchange of Securities; provided, however, that the Company may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
connection with the exchange or transfer;

     (s) the provisions of Section 113 of the Indenture shall be applicable to
each Note, without exception; provided, however, that if the term "Business Day"
as used and defined in any Note has a meaning that is different from the term
"Business Day" as used and defined in the Indenture, the definition of "Business
Day" as defined in such Note shall control the application of said Section 113
to such Note;

     (t) (1) the proper officers of the Company may execute, with the Trustee
(acting as both the Issuing Agent and the Paying Agent), a Letter of
Representations to The Depository Trust Company in such form as such officers
and the depositary shall approve, and any supplements or amendments thereto,
necessary or desirable to make the Notes eligible for deposit at such
depositary; provided, however, that the Company reserves the right to terminate
any such Letter of Representations by one or more Officers' Certificates
supplemental to this Officers' Certificate; and provided, further, that the
Company reserves the right to enter into similar agreements with any other
depositary with respect to the Notes by one or more Officers' Certificates
supplemental to this Officers' Certificate and (2) the Notes shall be
substantially in the form thereof attached hereto and shall have such other
terms and provisions as are set forth in such form.

     Each of the undersigned has read all of the covenants and conditions
contained in the Indenture and the definitions in the Indenture relating thereto
compliance with respect to which this certificate is made;

     The statements contained in this certificate are based upon the familiarity
of the undersigned with the Indenture, the documents accompanying this
certificate, and upon discussions by the undersigned with officers and employees
of the Company familiar with the matters set forth herein;

     In the opinion of each of the undersigned, he has made such examination or
investigation as is necessary to enable him to express an informed opinion
whether or not such covenants and conditions have been complied with; and


<PAGE>

     In the opinion of each of the undersigned, such conditions and covenants
have been complied with.

     IN WITNESS WHEREOF, we have hereunto signed our names this ______ day of
__________, 2004.

                         ------------------------------
                               [Title]

                         ------------------------------
                               [Title]


<PAGE>


                            [FORM OF FIXED RATE NOTE]

                               [FORMS OF LEGENDS]

     [Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation (the "Depositary"), to the
Company or its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of the Depositary (and any
payment is made to Cede & Co. or such other entity as is requested by an
authorized representative of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.]

     [Unless and until this Security is exchanged in whole or in part for
certificated securities registered in the names of the various beneficial
holders hereof as then certified to the company by the Depositary or a successor
depositary, this Security may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary.]

     [This Security may be exchanged for certificated securities registered in
the names of the various beneficial owners hereof only if (a) the Depositary is
at any time unwilling or unable to continue as depositary and a successor
depositary is not appointed by the Company within 90 days, or (b) the Company
elects to issue certificated securities to beneficial owners (as certified to
the company by the Depositary or a successor depositary).]



<PAGE>



                             [FORM OF FACE OF NOTE]


No. FX _____
Cusip No.

                    CENTRAL HUDSON GAS & ELECTRIC CORPORATION
                           MEDIUM-TERM NOTE, SERIES __
                                  (FIXED RATE)


Original Issue Date:                         Redeemable:  Yes__ No__

Interest Rate:                               Initial Redemption Date:

Stated Maturity Date:                        Redemption Limitation Date:

[Additional Redemption                       Initial Redemption Price:
 Prices, if any]
                                             Reduction Percentage:




     CENTRAL HUDSON GAS & ELECTRIC CORPORATION, a corporation duly organized and
existing under the laws of the State of New York (herein called the "Company,"
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to_____________, or
registered assigns, the principal sum of ______________ Dollars on the Stated
Maturity Date specified above, and to pay the registered owner hereof interest
thereon at the Interest Rate per annum specified above, semi-annually in arrears
on ___________ and ___________ in each year and at the Stated Maturity Date
(each an "Interest Payment Date"), commencing with the Interest Payment Date
next succeeding the Original Issue Date specified above, from the Original Issue
Date specified above or, if later, from the most recent Interest Payment Date to
which interest has been paid or duly provided for, until the principal hereof is
paid or duly provided for. The interest so payable, and paid or duly provided
for, on any Interest Payment Date shall, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business (whether or not a Business
Day (as hereinafter defined)) on the ___________ or ___________ (each a "Regular
Record Date"), as the case may be, next preceding such Interest Payment Date.
Notwithstanding the foregoing, (a) if the date of this Security (unless the date
of this Security is the same date as the Original Issue Date) is after a Regular
Record Date and before the corresponding Interest Payment Date, this Security
shall bear interest from such Interest Payment Date, and the Person in whose
name this Security is registered at the close of business on any Regular Record
Date with respect to any Interest Payment Date shall be entitled to receive the
interest payable on such Interest Payment Date,


<PAGE>


notwithstanding the cancellation of this Security, upon any transfer or exchange
hereof subsequent to such Regular Record Date and on or prior to such Interest
Payment Date; (b) if the Original Issue Date of this Security is after a Regular
Record Date and before the corresponding Interest Payment Date, this Security
shall bear interest from the Original Issue Date, but payment of interest shall
commence on the second Interest Payment Date succeeding the Original Issue Date
and shall be paid to the registered owner hereof on the Regular Record Date
immediately preceding such second Interest Payment Date; and (c) interest
payable at Maturity shall be paid to the Person to whom principal shall be paid.
Except as otherwise provided in the Indenture, any such interest not so paid or
duly provided for shall forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.

     Payment of the principal of and premium, if any, on this Security and
interest hereon at Maturity shall be made upon presentation hereof at the office
of U.S. Bank Trust National Association, in New York, New York, or at such other
office or agency as may be designated for such purpose by the Company from time
to time. Payment of interest, if any, on this Security (other than interest at
Maturity) shall, at the option of the Company, be made by check mailed on or
prior to such Interest Payment Date to the address of the Person entitled
thereto as such address shall appear in the Security Register or by wire
transfer to an account maintained by such Person with a bank in the United
States (so long as the Trustee has received proper wire transfer instructions in
writing by the Record Date next preceding such Interest Payment Date, which
instructions shall remain in full force until changed prior to a Record Date).
Payment of the principal of and premium, if any, and interest, if any, on this
Security, as aforesaid, shall be made in such coin or currency of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts.



<PAGE>



                            [FORM OF REVERSE OF NOTE
                    CENTRAL HUDSON GAS & ELECTRIC CORPORATION
                          MEDIUM-TERM NOTES, SERIES __
                                  (continued)]

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and issuable in one or more
series under an Indenture dated as of April 1, 1992 (such Indenture as
originally executed and delivered and as thereafter supplemented or amended,
together with any constituent instruments establishing the terms of particular
Securities, being herein called the "Indenture"), between the Company and U.S.
Bank Trust National Association (formerly known as First Trust of New York,
National Association) (as successor trustee to Morgan Guaranty Trust Company of
New York), as trustee (herein called the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. The acceptance of
this Security shall be deemed to constitute the consent and agreement by the
Holder hereof to all of the terms and provisions of the Indenture. This Security
is one of the series designated on the face hereof.

     If any Interest Payment Date, any Redemption Date or the Stated Maturity
Date shall not be a Business Day (as hereinafter defined), payment of the
amounts due on this Security on such date may be made on the next succeeding
Business Day; and, if such payment is made or duly provided for on such Business
Day, no interest shall accrue on such amounts for the period from and after such
Interest Payment Date, Redemption Date or Stated Maturity Date, as the case may
be, to such Business Day.

     If, as specified on the face hereof, this Security is
redeemable, this Security is subject to redemption on or after the Initial
Redemption Date specified on the face hereof, as a whole, at any time, or in
part, from time to time, at the election of the Company, at the applicable
redemption price (as described below) plus accrued interest to the date fixed
for redemption. Unless otherwise specified on the face hereof, such applicable
redemption price shall be the Initial Redemption Price specified on the face
hereof for the twelve-month period commencing on the Initial Redemption Date and
shall decline for the twelve-month period commencing on each anniversary of the
Initial Redemption Date by a percentage of principal amount equal to the
Reduction Percentage specified on the face hereof until such redemption price is
100% of the principal amount of this Security to be redeemed and, at all times
thereafter, such redemption price shall be 100% of such principal amount.

     Notwithstanding the foregoing, the Company may not, prior to the Redemption
Limitation Date, if any, specified on the face hereof, redeem this Security as
contemplated above as a part of, or in anticipation of, any refunding operation
(other than pursuant to any sinking fund or other mandatory redemption, or
redemption at the option of the Holder) by the application, directly or
indirectly, of moneys borrowed having an effective interest cost to the


<PAGE>


Company (calculated in accordance with generally accepted financial practice)
less than the effective interest cost to the Company (similarly calculated) of
this Security.

     Notice of redemption shall be given by mail to Holders of
Securities, not less than 30 days nor more than 60 days prior to the date fixed
for redemption, all as provided in the Indenture. As provided in the Indenture,
notice of redemption at the election of the Company as aforesaid may state that
such redemption shall be conditional upon the receipt by the Trustee of money
sufficient to pay the principal of and premium, if any, and interest, if any, on
this Security on or prior to the date fixed for such redemption; a notice of
redemption so conditioned shall be of no force or effect if such money is not so
received and, in such event, the Company shall not be required to redeem this
Security.

     In the event of redemption of this Security in part only, a new Security or
Securities of this series, of like tenor, for the unredeemed portion hereof will
be issued in the name of the Holder hereof upon the cancellation hereof.

     If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of this Security may be declared due and
payable in the manner and with the effect provided in the Indenture.

     The Indenture permits, with certain exceptions as therein provided, the
Trustee to enter into one or more supplemental indentures for the purpose of
adding any provisions to, or changing in any manner or eliminating any of the
provisions of, the Indenture with the consent of the Holders of not less than a
majority in aggregate principal amount of the Securities of all series then
Outstanding under the Indenture, considered as one class; provided, however,
that if there shall be Securities of more than one series Outstanding under the
Indenture and if a proposed supplemental indenture shall directly affect the
rights of the Holders of Securities of one or more, but less than all, of such
series, then the consent only of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all series so directly
affected, considered as one class, shall be required; and provided, further,
that if the Securities of any series shall have been issued in more than one
Tranche and if the proposed supplemental indenture shall directly affect the
rights of the Holders of Securities of one or more, but less than all, of such
Tranches, then the consent only of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all Tranches so directly
affected, considered as one class, shall be required. The Indenture also
contains provisions permitting the Holders of specified percentages in principal
amount of the Securities then Outstanding, on behalf of the Holders of all
Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and


<PAGE>


unconditional, to pay the principal of and premium, if any, and interest, if
any, on this Security at the times, place and rate, in the coin or currency, and
in the manner, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registerable in the Security Register,
upon surrender of this Security for registration of transfer at the office of
U.S. Bank Trust National Association, in New York, New York or such other office
or agency as may be designated by the Company from time to time, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new
Securities of this series of authorized denominations and of like tenor and
aggregate principal amount, will be issued to the designated transferee or
transferees.

     The Securities of this series are issuable only as registered Securities,
without coupons, in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series, of any authorized denominations, as
requested by the Holder surrendering the same, and of like tenor upon surrender
of the Security or Securities to be exchanged at the office of U.S. Bank Trust
National Association, in New York, New York or such other office or agency as
may be designated by the Company from time to time.

     The Company shall not be required to (a) register the transfer of or
exchange Securities of this series during a period of 15 days immediately
preceding the date notice is given identifying the serial numbers of the
Securities of this series called for redemption or (b) to register the transfer
of or exchange any Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part.

     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the absolute owner hereof
for all purposes, whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

     The Indenture, the Securities and the rights and obligations of the Trustee
shall be governed by and construed in accordance with the laws of the State of
New York.

     As used herein, "Business Day" means any day, other than a
Saturday or Sunday, which is not a day on which banking institutions or trust
companies in the State of New York or the city in which is located any office or
agency maintained for the payment of principal of or premium, if any, or
interest on this Security, are authorized or required by law, regulation or


<PAGE>


executive order to remain closed. All other terms used in this Security which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.

     As provided in the Indenture, no recourse shall be had for the payment of
the principal of or premium, if any, or interest, if any, on any Securities, or
any part thereof, or for any claim based thereon or otherwise in respect
thereof, or of the indebtedness represented thereby, or upon any obligation,
covenant or agreement under the Indenture, against, and no personal liability
whatsoever shall attach to, or be incurred by, any incorporator, stockholder,
officer or director, as such, past, present or future of the Company or of any
predecessor or successor corporation (either directly or through the Company or
a predecessor or successor corporation), whether by virtue of any constitutional
provision, statue or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly agreed and understood that the
Indenture and all the Securities are solely corporate obligations and that any
such personal liability is hereby expressly waived and released as a condition
of, and as part of the consideration for, the execution of the Indenture and the
issuance of the Securities.

     Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.


                               CENTRAL HUDSON GAS & ELECTRIC
                               CORPORATION


                               By ___________________________________
                                       [Title]


Attest:

By ________________________
[Assistant] Secretary




<PAGE>



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.

Dated:______________________


                          U.S.BANK TRUST NATIONAL ASSOCIATION,
                                 as Trustee


                          By: ___________________________________
                                 Authorized Signatory



<PAGE>



     FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

[please insert social security
or other identifying number of
assignee]


[please print or typewrite name and address of assignee]



the within Security of CENTRAL HUDSON GAS & ELECTRIC CORPORATION and does hereby
irrevocably constitute and appoint _________________________________________,
Attorney, to transfer said Security on the books of the within-mentioned
Company, with full power of substitution in the premises.

Dated:



                                    Notice: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of the Security in every
                                    particular without alteration or enlargement
                                    or any change whatsoever.