NEW YORK STATE ELECTRIC & GAS CORP
8-K, 1994-10-14
ELECTRIC & OTHER SERVICES COMBINED
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                    SECURITIES AND EXCHANGE COMMISSION 


                          WASHINGTON, D.C. 20549


                           _____________________



                                 FORM 8-K


                              CURRENT REPORT

                  PURSUANT TO SECTION 13 OR 15(d) OF THE

                      SECURITIES EXCHANGE ACT OF 1934




Date of Report                                October 11, 1994
 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
                    (Date of earliest event reported)




                 New York State Electric & Gas Corporation
 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
          (Exact name of registrant as specified in its charter)



   New York                 1-3103-2              15-0398550
 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
(State or other           (Commission           (IRS Employer
 jurisdiction of           File Number)       Identification No.)
 incorporation)



  P.O. Box 3287, Ithaca, NY                        14852-3287
 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
(Address of principal executive offices)              (Zip Code)



                                                   607-347-4131
Registrant's telephone number, including area code . . . . . . 


                                    NA
 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
 (Former name or former address, if changed since last report)

<PAGE>
Item 5.  Other Events

Dividend

     On October 14, 1994, New York State Electric & Gas
Corporation (Company) issued the following news release regarding
its common stock dividend.
          
          DIVIDEND REDUCTION "TURNING POINT" FOR NYSEG 
          
          FOR IMMEDIATE RELEASE
          
               The board of directors of New York State
          Electric & Gas Corporation (NYSEG) today
          declared a quarterly dividend of 35 cents a
          share on the common stock of the corporation
          payable November 15, 1994 to holders of
          record October 25, 1994.  The dividend for
          the last quarter was 55 cents a share.
          
               "Today's dividend reduction is a turning
          point for NYSEG," said James A. Carrigg,
          chairman, president and chief executive
          officer.  "No doubt the pace of change in our
          industry will continue to accelerate. 
          Financial flexibility will be essential in a
          competitive environment, and stronger
          utilities will command higher stock
          valuations.  This dividend reduction will
          allow us to improve the financial integrity
          of NYSEG and offer improved shareholder value
          over the long term."
          
               NYSEG continues to implement strategies
          to improve earnings.  Those strategies
          include negotiating flexible rate contracts
          with key industrial customers, offering
          incentive rates for increased energy usage,
          investing in energy-related business
          opportunities and promoting energy-efficient
          electrotechnologies.
          
               The company also continues to
          aggressively pursue additional cost savings.
          "We are working hard to eliminate the New
          York State gross receipts tax on utilities
          and will continue to develop ways to lessen
          the impact of mandated purchases from non-
          utility generators," Mr. Carrigg said.
          
               "Let me assure you, we remain deeply
          committed to our shareholders, and we
          understand the importance of the dividend.
          While difficult, this action is a crucial
          step in positioning NYSEG for a competitive
          environment.  We remain convinced that NYSEG
          will succeed and that we will provide
          attractive returns for our shareholders," Mr.
          Carrigg said.
          
               The board also declared quarterly
          dividends on the following series of
          preferred stock payable January 1, 1995 to
          holders of record at the close of business
          December 7, 1994.
          
                    Series                        Dividend Per Share
          3.75%                         93.75 cents
          4 1/2%                        $1.125
          6.48%                         $1.62
          8.95% ($25 par value)         55.9375 cents
          7.40% ($25 par value)         46.25 cents
          6.30%                         $1.575
          Adjustable rate series B      39.75 cents


Legal Proceeding

     By complaint dated August 12, 1994, as amended October 11,
1994, a class action lawsuit was commenced against the Company
and an officer of the Company ("Defendants") in the United States
District Court for the Eastern District of New York.  The lawsuit
was brought on behalf of purchasers of the Company's Common Stock
pursuant to its Dividend Reinvestment and Stock Purchase Plan
between May 13 and August 10, 1994, and on behalf of purchasers
of the Company's securities on the open market between March 15,
1994 and August 10, 1994.  The complaint alleges that the
Defendants violated the federal securities laws by materially
misstating the financial health of the Company.  Plaintiffs are
seeking to recover damages in an unspecified amount, which they
allegedly sustained as a result of purchasing securities of the
Company at artificially inflated prices.  The Defendants believe
that they did not violate the federal securities laws and that
this lawsuit is without merit.

<PAGE>
                                SIGNATURE




     Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized. 

                        NEW YORK STATE ELECTRIC & GAS CORPORATION
                                        (Registrant)


                        By            Everett A. Robinson        
                                      Everett A. Robinson
                                 Vice President and Controller

Date:  October 14, 1994


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