REGISTRATION NO. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                              CH ENERGY GROUP, INC.
               (Exact name of Company as specified in its charter)

      NEW YORK                                                   14-1804460
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                                284 South Avenue
                        Poughkeepsie, New York 12601-4879

                    (Address of principal executive offices)

                              CH ENERGY GROUP, INC.
                   LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN

                              (Full title of plan)

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

                                GLADYS L. COOPER
                               CORPORATE SECRETARY
                              CH ENERGY GROUP, INC.
                                284 SOUTH AVENUE
                        POUGHKEEPSIE, NEW YORK 12601-4879
                                 (845) 452-2000

                     (Name and address of agent for service)

                                   Copies to:
                               JOHN E. GOULD, ESQ.
                               GOULD & WILKIE LLP
                            ONE CHASE MANHATTAN PLAZA
                          NEW YORK, NEW YORK 10005-1401
                                 (212) 344-5680
          (Telephone number, including area code, of agent for service)

                                       1
<PAGE>


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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                          Proposed         Proposed
Title of                                             Amount               maximum          maximum           Amount of
Securities to                                        to be                offering price   aggregate         registration
be registered                                        registered           per unit         offering price    fee

<S>                                                  <C>                  <C>              <C>               <C>
Common Stock ($.10 Par Value) ...................    500,000 Shs. (1)     $38.22 (2)       $19,110,000 (2)   $5,045.04  (2)
</TABLE>

(1)  The number of shares of Common Stock registered herein is subject to
     adjustment to prevent dilution resulting from stock splits, stock dividends
     or similar transactions.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h).

                                       2
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The  document(s)  containing  the  information  concerning  the  Long-Term
Performance-Based   Incentive  Plan  (the  "Plan")  of  CH  Energy  Group,  Inc.
("Corporation")  specified  in  Part  I  of  the  instructions  to  Registration
Statement on Form S-8 have been or will be sent or given to the  Participants in
the Plan, as specified by Rule  424(b)(1)  under the Securities Act of 1933 (the
"Securities  Act"). In accordance with the Note to Part I of the instructions to
Registration  Statement  on Form S-8,  such  documents  are not  filed  with the
Securities and Exchange  Commission  ("SEC") either as part of this Registration
Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under
the Securities Act. These documents and the documents  incorporated by reference
in this  Registration  Statement  pursuant  to Item 3 of Part II  hereof,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

                                       3
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following  documents filed by the Corporation  with the Securities and
Exchange  Commission  pursuant  to the  Securities  and  Exchange  Act  of  1934
("Exchange  Act"), are hereby  incorporated by reference into this  Registration
Statement:

      1.    The  Corporation's  Annual  Report on Form  10-K for the year  ended
            December 31, 1999.

      2.    The  Corporation's  Quarterly  Reports on Form 10-Q for the quarters
            ended March 31, 2000 and June 30, 2000.

      3.    The  Corporation's  Current  Reports on Form 8-K filed March 9, 2000
            and August 8, 2000.

      In addition to the  foregoing,  all  documents  subsequently  filed by the
Corporation  pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  registered  hereunder  have  been  issued or which  deregisters  all
securities  offered  then  remaining  unsold,  shall be deemed  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of the filing of such documents.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      The validity of the Corporation's  shares to be issued under the Plan will
be passed upon for the Corporation by Gould & Wilkie LLP.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Sections 721 through 726 of the Business  Corporation  Law of the State of
New York ("BCL") provide for  indemnification of the Corporation's  officers and
directors under certain


                                       4
<PAGE>


conditions  and  subject  to  specific  limitations.  The BCL  permits  New York
corporations  to  supplement  the  statutory   indemnification  with  additional
"non-statutory"  indemnification  for directors and officers meeting a specified
standard of conduct and to advance to officers and directors litigation expenses
under  certain  circumstances.  As  permitted  by  the  BCL,  Article  VI of the
Corporation's  By-Laws  provides  for  indemnification  of, and  advancement  of
litigation expenses incurred by, directors and officers of the Corporation.

      The Corporation has also obtained insurance  providing for indemnification
of directors and officers against certain  expenses and liabilities,  subject to
certain retention and co-insurance provisions.  In addition, the Corporation has
entered  into  agreements  with the officers  and  directors of the  Corporation
providing for indemnification for the liability of officers and directors of the
Corporation in excess of losses  indemnified  under the  Corporation's  By-Laws,
said  insurance  policies  and/or  the BCL  plus  $1,000.  Such  indemnification
agreements  do not cover  acts  committed  in bad faith or acts  which  were the
result of active and  deliberate  dishonesty or judgments  rendered  pursuant to
Section 16(b) of the Exchange Act.

      Furthermore, Article 6 of the Restated Certificate of Incorporation of the
Corporation  limits,  with  certain  exceptions,  the  personal  liability  of a
director of the  Corporation to the Corporation or its  shareholders  for damage
for any breach of duty in such capacity to the fullest  extent  permitted by the
BCL.

ITEM 8. LIST OF EXHIBITS

      See Exhibit Index.

ITEM 9. UNDERTAKINGS

A.    UNDERTAKING TO UPDATE ANNUALLY

      The Corporation hereby undertakes:

      (1)   to file,  during any period in which  offers or sales are being made
of  the  securities  registered  hereby,  a  post-effective  amendment  to  this
Registration Statement:

                                       5
<PAGE>


            (i)   to include any prospectus  required by Section 10(a)(3) of the
                  Securities Act;

            (ii)  to reflect in the prospectus any facts or events arising after
                  the effective date of this Registration Statement (or the most
                  recent post-effective  amendment thereof) which,  individually
                  or in the  aggregate,  represent a  fundamental  change in the
                  information   set  forth  in  this   Registration   Statement.
                  Notwithstanding  the  foregoing,  any  increase or decrease in
                  volume of  securities  offered (if the total  dollar  value of
                  securities offered would not exceed that which was registered)
                  and any  deviation  from the low and high end of the estimated
                  maximum  offering  range  may  be  reflected  in the  form  of
                  prospectus  filed with the SEC  pursuant to Rule 424(b) if, in
                  the  aggregate,  the changes in volume and price  represent no
                  more than a 20% change in the maximum aggregate offering price
                  set forth in the  "Calculation of  Registration  Fee" table in
                  the effective registration statement;

            (iii) to include any material  information  with respect to the plan
                  of distribution not previously  disclosed in this Registration
                  Statement or any material  change to such  information in this
                  Registration Statement;

provided, however, that the undertakings set forth in paragraphs (i) and (ii) do
not apply if this  Registration  Statement is on Form S-3, Form S-8 or Form F-3,
and the  information  required to be included in a  post-effective  amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
SEC by the  Corporation  pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement;

      (2)   that,  for the  purpose  of  determining  any  liability  under  the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof; and

      (3)   to remove from  registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

                                       6
<PAGE>


B.    INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE

      The Corporation  hereby  undertakes  that, for purposes of determining any
liability  under the  Securities  Act, each filing of the  Corporation's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in  this  Registration  Statement  shall  be  deemed  to be a  new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

C.    INDEMNIFICATION

      Insofar as  indemnification  for liabilities  arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Corporation pursuant to the provisions of the Corporation's  By-Laws, the BCL or
otherwise,  the Corporation has been advised that in the opinion of the SEC such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such liabilities  (other than the payment by the Corporation of expenses
incurred or paid by a director, officer or controlling person of the Corporation
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the  Corporation  will,  unless in the  opinion of its  counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                       7
<PAGE>


                                   SIGNATURES

      Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  the
Corporation  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Poughkeepsie, State of New York, on the 25th day
of September, 2000.

                                         CH ENERGY GROUP, INC.



                                         By:        /s/ PAUL J. GANCI
                                              ---------------------------------
                                              Chairman of the Board, President
                                              and Chief Executive Officer

                                       8
<PAGE>


      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on September 25, 2000.

         Signature                  Title                          Date

(a)   Principal Executive
      Officer:


  /s/ PAUL J. GANCI           Chairman of the Board,         September 25, 2000
----------------------------  President and
     (Paul J. Ganci)          Chief Executive Officer


(b)   Principal Accounting
      Officer:


  /s/ DONNA S. DOYLE          Vice President -               September 25, 2000
----------------------------  Accounting and Controller
     (Donna S. Doyle)


(c)   Chief Financial
      Officer:


  /s/ STEVEN V. LANT          Chief Financial Officer        September 25, 2000
----------------------------   and Treasurer
     (Steven V. Lant)

(d)   A majority of Directors:

      Jack  Effron*;  Frances D.  Fergusson*;  Heinz K.  Fridrich*;  Edward F.X.
      Gallagher*;  Paul J. Ganci*; Stanley J. Grubel*; Charles LaForge*; John E.
      Mack III* and Edward P. Swyer*, Directors


      By:    /s/ PAUL J. GANCI                               September 25, 2000
          -------------------------
                (Paul J. Ganci)

* Paul J. Ganci, by signing his name hereto, does thereby sign this document for
himself and on behalf of the persons  named  above after whose  printed  name an
asterisk  appears,  pursuant to powers of attorney duly executed by such persons
and filed with the SEC as Exhibit 24 hereof.

                                       9
<PAGE>


                                  EXHIBIT INDEX
                                  -------------

      Following is the list of Exhibits,  as required by Item 601 of  Regulation
S-K, filed as part of this Registration Statement on Form S-8:

  Exhibit No.
Regulation S-K
   Item 601
  Designation           Exhibit Description
  -----------           -------------------

(3)(a)  --              Restated  Certificate  of  Incorporation  of  CH  Energy
                        Group,   Inc.   under   Section  807  of  the   Business
                        Corporation Law*

(3)(b)  --              By-laws of CH Energy Group, Inc.**

(5)     --              Opinion  of  Gould &  Wilkie  LLP  with  respect  to the
                        legality of the Securities registered hereunder.

(23)(a) --              Consent of PricewaterhouseCoopers LLP

    (b) --              Consent of Gould & Wilkie LLP  (included  in the opinion
                        filed as Exhibit No. 5)

(24)    --              Powers of Attorney of Directors and Officers

----------

*     Incorporated herein by reference to the Annual Report, on Form 10-K, of CH
      Energy Group, Inc. for the fiscal year ended December 31, 1999.

**    Incorporated herein by reference to the Quarterly Report, on Form 10-Q, of
      CH Energy Group, Inc. for the quarterly period ended March 31, 2000.

                                       10
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REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                              CH ENERGY GROUP, INC.
               (Exact name of Company as specified in its charter)

      NEW YORK                                                   14-1804460
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                                284 South Avenue
                        Poughkeepsie, New York 12601-4879

                    (Address of principal executive offices)

                              CH ENERGY GROUP, INC.
                   LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN

                              (Full title of plan)

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

                                GLADYS L. COOPER
                               CORPORATE SECRETARY
                              CH ENERGY GROUP, INC.
                                284 SOUTH AVENUE
                        POUGHKEEPSIE, NEW YORK 12601-4879
                                 (845) 452-2000

                     (Name and address of agent for service)

                                   Copies to:
                               JOHN E. GOULD, ESQ.
                               GOULD & WILKIE LLP
                            ONE CHASE MANHATTAN PLAZA
                          NEW YORK, NEW YORK 10005-1401
                                 (212) 344-5680
          (Telephone number, including area code, of agent for service)

                                       1
-------------------------

                         CALCULATION OF REGISTRATION FEE
Proposed         Proposed
Title of                                             Amount               maximum          maximum           Amount of
Securities to                                        to be                offering price   aggregate         registration
be registered                                        registered           per unit         offering price    fee
Common Stock ($.10 Par Value) ...................    500,000 Shs. (1)     $38.22 (2)       $19,110,000 (2)   $5,045.04  (2)
(1)  The number of shares of Common Stock registered herein is subject to
     adjustment to prevent dilution resulting from stock splits, stock dividends
     or similar transactions.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h).

                                       2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The  document(s)  containing  the  information  concerning  the  Long-Term
Performance-Based   Incentive  Plan  (the  "Plan")  of  CH  Energy  Group,  Inc.
("Corporation")  specified  in  Part  I  of  the  instructions  to  Registration
Statement on Form S-8 have been or will be sent or given to the  Participants in
the Plan, as specified by Rule  424(b)(1)  under the Securities Act of 1933 (the
"Securities  Act"). In accordance with the Note to Part I of the instructions to
Registration  Statement  on Form S-8,  such  documents  are not  filed  with the
Securities and Exchange  Commission  ("SEC") either as part of this Registration
Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under
the Securities Act. These documents and the documents  incorporated by reference
in this  Registration  Statement  pursuant  to Item 3 of Part II  hereof,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

                                       3
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following  documents filed by the Corporation  with the Securities and
Exchange  Commission  pursuant  to the  Securities  and  Exchange  Act  of  1934
("Exchange  Act"), are hereby  incorporated by reference into this  Registration
Statement:

      1.    The  Corporation's  Annual  Report on Form  10-K for the year  ended
            December 31, 1999.

      2.    The  Corporation's  Quarterly  Reports on Form 10-Q for the quarters
            ended March 31, 2000 and June 30, 2000.

      3.    The  Corporation's  Current  Reports on Form 8-K filed March 9, 2000
            and August 8, 2000.

      In addition to the  foregoing,  all  documents  subsequently  filed by the
Corporation  pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  registered  hereunder  have  been  issued or which  deregisters  all
securities  offered  then  remaining  unsold,  shall be deemed  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of the filing of such documents.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      The validity of the Corporation's  shares to be issued under the Plan will
be passed upon for the Corporation by Gould & Wilkie LLP.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Sections 721 through 726 of the Business  Corporation  Law of the State of
New York ("BCL") provide for  indemnification of the Corporation's  officers and
directors under certain

                                       4
conditions  and  subject  to  specific  limitations.  The BCL  permits  New York
corporations  to  supplement  the  statutory   indemnification  with  additional
"non-statutory"  indemnification  for directors and officers meeting a specified
standard of conduct and to advance to officers and directors litigation expenses
under  certain  circumstances.  As  permitted  by  the  BCL,  Article  VI of the
Corporation's  By-Laws  provides  for  indemnification  of, and  advancement  of
litigation expenses incurred by, directors and officers of the Corporation.

      The Corporation has also obtained insurance  providing for indemnification
of directors and officers against certain  expenses and liabilities,  subject to
certain retention and co-insurance provisions.  In addition, the Corporation has
entered  into  agreements  with the officers  and  directors of the  Corporation
providing for indemnification for the liability of officers and directors of the
Corporation in excess of losses  indemnified  under the  Corporation's  By-Laws,
said  insurance  policies  and/or  the BCL  plus  $1,000.  Such  indemnification
agreements  do not cover  acts  committed  in bad faith or acts  which  were the
result of active and  deliberate  dishonesty or judgments  rendered  pursuant to
Section 16(b) of the Exchange Act.

      Furthermore, Article 6 of the Restated Certificate of Incorporation of the
Corporation  limits,  with  certain  exceptions,  the  personal  liability  of a
director of the  Corporation to the Corporation or its  shareholders  for damage
for any breach of duty in such capacity to the fullest  extent  permitted by the
BCL.

ITEM 8. LIST OF EXHIBITS

      See Exhibit Index.

ITEM 9. UNDERTAKINGS

A.    UNDERTAKING TO UPDATE ANNUALLY

      The Corporation hereby undertakes:

      (1)   to file,  during any period in which  offers or sales are being made
of  the  securities  registered  hereby,  a  post-effective  amendment  to  this
Registration Statement:

                                       5
(i)   to include any prospectus  required by Section 10(a)(3) of the
                  Securities Act;

            (ii)  to reflect in the prospectus any facts or events arising after
                  the effective date of this Registration Statement (or the most
                  recent post-effective  amendment thereof) which,  individually
                  or in the  aggregate,  represent a  fundamental  change in the
                  information   set  forth  in  this   Registration   Statement.
                  Notwithstanding  the  foregoing,  any  increase or decrease in
                  volume of  securities  offered (if the total  dollar  value of
                  securities offered would not exceed that which was registered)
                  and any  deviation  from the low and high end of the estimated
                  maximum  offering  range  may  be  reflected  in the  form  of
                  prospectus  filed with the SEC  pursuant to Rule 424(b) if, in
                  the  aggregate,  the changes in volume and price  represent no
                  more than a 20% change in the maximum aggregate offering price
                  set forth in the  "Calculation of  Registration  Fee" table in
                  the effective registration statement;

            (iii) to include any material  information  with respect to the plan
                  of distribution not previously  disclosed in this Registration
                  Statement or any material  change to such  information in this
                  Registration Statement;

provided, however, that the undertakings set forth in paragraphs (i) and (ii) do
not apply if this  Registration  Statement is on Form S-3, Form S-8 or Form F-3,
and the  information  required to be included in a  post-effective  amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
SEC by the  Corporation  pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement;

      (2)   that,  for the  purpose  of  determining  any  liability  under  the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof; and

      (3)   to remove from  registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

                                       6
B.    INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE

      The Corporation  hereby  undertakes  that, for purposes of determining any
liability  under the  Securities  Act, each filing of the  Corporation's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in  this  Registration  Statement  shall  be  deemed  to be a  new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

C.    INDEMNIFICATION

      Insofar as  indemnification  for liabilities  arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Corporation pursuant to the provisions of the Corporation's  By-Laws, the BCL or
otherwise,  the Corporation has been advised that in the opinion of the SEC such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such liabilities  (other than the payment by the Corporation of expenses
incurred or paid by a director, officer or controlling person of the Corporation
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the  Corporation  will,  unless in the  opinion of its  counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                       7
SIGNATURES

      Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  the
Corporation  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Poughkeepsie, State of New York, on the 25th day
of September, 2000.

                                         CH ENERGY GROUP, INC.

                                         By:        /s/ PAUL J. GANCI
                                              ---------------------------------
                                              Chairman of the Board, President
                                              and Chief Executive Officer

                                       8
Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on September 25, 2000.

         Signature                  Title                          Date

(a)   Principal Executive
      Officer:

  /s/ PAUL J. GANCI           Chairman of the Board,         September 25, 2000
----------------------------  President and
     (Paul J. Ganci)          Chief Executive Officer

(b)   Principal Accounting
      Officer:

  /s/ DONNA S. DOYLE          Vice President -               September 25, 2000
----------------------------  Accounting and Controller
     (Donna S. Doyle)

(c)   Chief Financial
      Officer:

  /s/ STEVEN V. LANT          Chief Financial Officer        September 25, 2000
----------------------------   and Treasurer
     (Steven V. Lant)

(d)   A majority of Directors:

      Jack  Effron*;  Frances D.  Fergusson*;  Heinz K.  Fridrich*;  Edward F.X.
      Gallagher*;  Paul J. Ganci*; Stanley J. Grubel*; Charles LaForge*; John E.
      Mack III* and Edward P. Swyer*, Directors

      By:    /s/ PAUL J. GANCI                               September 25, 2000
          -------------------------
                (Paul J. Ganci)

* Paul J. Ganci, by signing his name hereto, does thereby sign this document for
himself and on behalf of the persons  named  above after whose  printed  name an
asterisk  appears,  pursuant to powers of attorney duly executed by such persons
and filed with the SEC as Exhibit 24 hereof.

                                       9
EXHIBIT INDEX
                                  -------------

      Following is the list of Exhibits,  as required by Item 601 of  Regulation
S-K, filed as part of this Registration Statement on Form S-8:

  Exhibit No.
Regulation S-K
   Item 601
  Designation           Exhibit Description
  -----------           -------------------

(3)(a)  --              Restated  Certificate  of  Incorporation  of  CH  Energy
                        Group,   Inc.   under   Section  807  of  the   Business
                        Corporation Law*

(3)(b)  --              By-laws of CH Energy Group, Inc.**

(5)     --              Opinion  of  Gould &  Wilkie  LLP  with  respect  to the
                        legality of the Securities registered hereunder.

(23)(a) --              Consent of PricewaterhouseCoopers LLP

    (b) --              Consent of Gould & Wilkie LLP  (included  in the opinion
                        filed as Exhibit No. 5)

(24)    --              Powers of Attorney of Directors and Officers

----------

*     Incorporated herein by reference to the Annual Report, on Form 10-K, of CH
      Energy Group, Inc. for the fiscal year ended December 31, 1999.

**    Incorporated herein by reference to the Quarterly Report, on Form 10-Q, of
      CH Energy Group, Inc. for the quarterly period ended March 31, 2000.

                                       10