<PAGE>
                                                REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                     UNDER

                           THE SECURITIES ACT OF 1933

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

                            ENERGY EAST CORPORATION

             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                       <C>
             NEW YORK                                 14-1798693
 (State or other jurisdiction of                   (I.R.S. Employer
  incorporation or organization)                 Identification No.)
</TABLE>

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

                                 P.O. BOX 12904
                             ALBANY, NY 12212-2904
                    (Address of principal executive offices)
                           BERKSHIRE ENERGY RESOURCES
                            RETIREMENT SAVINGS PLAN
                  RETIREMENT SAVINGS PLAN FOR UNION EMPLOYEES
                             (Full title of plans)

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

                              KENNETH M. JASINSKI
                           EXECUTIVE VICE PRESIDENT,
                         GENERAL COUNSEL AND SECRETARY
                            ENERGY EAST CORPORATION
                                 P.O. BOX 12904
                             ALBANY, NY 12212-2904
                    (Name and address of agent for service)
                                 (518) 434-3049
         (Telephone number, including area code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                            PROPOSED MAXIMUM     PROPOSED MAXIMUM
                                            AMOUNT           OFFERING PRICE     AGGREGATE OFFERING        AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED   TO BE REGISTERED        PER SHARE*             PRICE*          REGISTRATION FEE
<S>                                   <C>                  <C>                  <C>                  <C>
Common Stock ($0.01 Par Value)...       500,000 Shares           $18.18             $9,090,000             $2,273
</TABLE>

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

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

    In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

    The Securities and Exchange Commission allows us to "incorporate by
reference" information into this Registration Statement, which means that we can
disclose important information to you by referring you to another document filed
separately with the SEC. The information incorporated by reference is deemed to
be part of this Registration Statement. The information filed with the SEC in
the future will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, until we file a post-effective amendment to this
Registration Statement which indicates that all of the securities have been sold
or which deregisters all securities then remaining unsold.

    1)  Our Annual Report on Form 10-K for the year ended December 31, 1999.

    2)  Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
       2000, June 30, 2000 and September 30, 2000.

    3)  Our Current Reports on Form 8-K filed January 31, 2000, February 9,
       2000, February 18, 2000, September 1, 2000, October 24, 2000 and
       February 20, 2001.

ITEM 4. DESCRIPTION OF SECURITIES

    The following statements with respect to our common stock, par value $0.01
per share, and preferred stock, par value $0.01 per share, are summaries of
certain provisions of our Restated Certificate of Incorporation, as amended
("Charter"), setting forth the designations, preferences, privileges and voting
powers of such stock and their restrictions or qualifications. These statements
are summaries and we refer to the Charter for the full provisions.

    GENERAL.  Our Charter provides that, to the extent permitted by the Business
Corporation Law of the State of New York ("BCL") and our Charter, our Board of
Directors is authorized, at any time or from time to time, to establish and
designate one or more series of our preferred stock and to fix the number of
shares and the relative rights, preferences and limitations of each such series.

    DIVIDENDS.  Subject to any prior rights of our preferred stock, if any
should become outstanding, dividends on our common stock will be paid if, when
and as determined by our Board of Directors from time to time out of funds
legally available for that purpose.

    VOTING RIGHTS.  Holders of our common stock are entitled to one vote for
each share held by them on all matters submitted to the stockholders and are
entitled to cumulative voting in the election of directors. Our Charter provides
for the adoption of a plan of merger or consolidation by the affirmative vote of
the stockholders entitled to cast a majority of the votes entitled to be cast.
Our Charter and By-Laws require the affirmative vote of the stockholders
entitled to cast two-thirds of the votes entitled to be cast in order for
stockholders to alter, amend, repeal, or adopt any provision inconsistent with,
certain specified provisions of our By-Laws. Our Board of Directors is divided
into three classes serving staggered three year terms.

    LIQUIDATION.  In the event of any liquidation, dissolution or winding up,
either voluntary or involuntary, after payment or provision for payment shall
have been made of the amounts to which the holders of our preferred stock shall
be entitled under the provisions of any series of our preferred stock
established by the Board of Directors, the holders of our common stock will be
entitled, to the

                                       2
<PAGE>
exclusion of the holders of our preferred stock of any series, to share ratably,
according to the number of shares held by them, in all remaining assets of ours
available for distribution.

    PREEMPTIVE AND OTHER RIGHTS.  The holders of our capital stock are not
entitled to any preemptive rights to subscribe for or purchase any part of any
issue, sale or offering of any shares of our capital stock of any class or
series, now or hereafter authorized, or of any options, warrants or rights to
subscribe for or purchase any such shares, or of any securities convertible
into, exchangeable for, or carrying options, warrants or rights to subscribe for
or purchase, any such shares, regardless of whether such issue, sale or offering
is for cash, property, services or otherwise. Our common stock is not subject to
redemption or to any further calls or assessments and is not entitled to the
benefit of any sinking fund provisions. The shares of our common stock to be
issued in connection with the Plans when issued will be fully paid and
non-assessable.

    LISTING.  Our common stock is listed on the New York Stock Exchange.

    TRANSFER AGENT AND REGISTRAR.  The Transfer Agent and Registrar for our
common stock is Mellon Investor Services, L.L.C., P.O. Box 3315, South
Hackensack, New Jersey 07606.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    The BCL provides that if a derivative action is brought against a director
or officer, we may indemnify him against amounts paid in settlement and
reasonable expenses, including attorney's fees, incurred by him in connection
with the defense or settlement of such action, if such director or officer acted
in good faith for a purpose which he reasonably believed to be in our best
interests, except that no indemnification shall be made without court approval
in respect of a threatened action, or a pending action settled or otherwise
disposed of, or in respect of any matter as to which such director or officer
has been found liable to us. In a nonderivative action or threatened action, the
BCL provides that we may indemnify a director or officer against judgments,
fines, amounts paid in settlement and reasonable expenses, including attorneys'
fees incurred by him in defending such action if such director or officer acted
in good faith for a purpose which he reasonably believed to be in our best
interests.

    Under the BCL, a director or officer who is successful, either in a
derivative or nonderivative action, is entitled to indemnification as outlined
above. Under any other circumstances, such director or officer may be
indemnified only if certain conditions specified in the BCL are met. The
indemnification provisions of the BCL are not exclusive of any other rights to
which a director or officer seeking indemnification may be entitled pursuant to
the provisions of the certificate of incorporation or the by-laws of a
corporation or, when authorized by such certificate of incorporation or by-laws,
pursuant to a shareholders' resolution, a directors' resolution or an agreement
providing for such indemnification.

    The above is a general summary of certain provisions of the BCL and is
subject, in all cases, to the specific and detailed provisions of Sections
721-725 of the BCL.

    Our By-Laws provide that to the extent not prohibited by law, we shall
indemnify each person made, or threatened to be made, a party to any civil or
criminal action or proceedings by reason of the fact that he, or his testator or
intestate, (i) is or was a director or officer of ours or (ii) is or was serving
any other corporations of any type or kind, domestic or foreign, or any
partnership, joint venture, trust, employee benefit plan or other enterprise, in
any capacity at our request.

    Our By-Laws also provide, among other things, that:

    (1) no indemnification shall be made to or on behalf of any director or
       officer, if a judgment or other final adjudication adverse to the
       director or officer establishes that his acts were committed in bad faith
       or were the result of active and deliberate dishonesty and were

                                       3
<PAGE>
       material to the cause of action so adjudicated, or that he personally
       gained in fact a financial profit or other advantage to which he was not
       legally entitled;

    (2) the rights to indemnification and advancement of defense expenses
       granted by or pursuant to the By-Laws shall not limit or exclude, but
       shall be in addition to, any other rights which may be granted by or
       pursuant to any statute, certificate of incorporation, by-law, resolution
       or agreement; and

    (3) we may, with the approval of the Board of Directors, enter into an
       agreement with any person who is, or is about to become, a director or
       officer of ours, or who is serving, or is about to serve, at our request,
       as a director, officer, or in any other capacity, any other corporation
       of any type or kind, domestic or foreign, or any partnership, joint
       venture, trust, employee benefit plan or other enterprise, which
       agreement may provide for indemnification of such person and advancement
       of defense expenses to such person upon such terms, and to the extent,
       not prohibited by law.

    We have insurance policies indemnifying our directors and officers against
certain obligations that may be incurred by them, subject to certain retention
and co-insurance provisions.

ITEM 8. EXHIBITS

    See Exhibit Index.

    The Registrant undertakes to submit, or has submitted, the Plans and any
amendments thereto to the Internal Revenue Service ("IRS") in a timely manner
and has made or will make all changes required by the IRS in order to qualify
the Plans under Section 401 of the Internal Revenue Code of 1986.

ITEM 9. UNDERTAKINGS

A. UNDERTAKING TO UPDATE ANNUALLY

    The Registrant 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:

        (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 or 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

                                       4
<PAGE>
        reports filed with or furnished to the SEC by the Registrant 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,

    (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.

B.  INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE

    The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant'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
Registrant pursuant to the provisions of the Registrant's By-Laws, the BCL or
otherwise, the Registrant 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 Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
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 Registrant 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.

                                       5
<PAGE>
                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 New York, State of New York, on March 19, 2001.

<TABLE>
<S>                                                    <C>  <C>
                                                       ENERGY EAST CORPORATION

                                                       By:            /s/ TARAS G. BORKOWSKY
                                                            -----------------------------------------
                                                                        Taras G. Borkowsky
                                                                         ATTORNEY-IN-FACT
</TABLE>

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on March 19, 2001.

<TABLE>
<CAPTION>
                        NAME                                     TITLE
                        ----                                     -----
<C>                                                              <S>                            <C>
Principal Executive and Financial Officer:

                          *
     -------------------------------------------                 Chairman and Director
                Wesley W. von Schack

Principal Accounting Officer:

                          *
     -------------------------------------------                 Vice President and Controller
                   Robert E. Rude

Directors:

                          *
     -------------------------------------------                 Director
                   Richard Aurelio

                          *
     -------------------------------------------                 Director
                  James A. Carrigg

                          *
     -------------------------------------------                 Director
                 Alison P. Casarett
</TABLE>

                                       6
<PAGE>

<TABLE>
<CAPTION>
                        NAME                                     TITLE
                        ----                                     -----
<C>                                                              <S>                            <C>
                          *
     -------------------------------------------                 Director
                 Joseph J. Castiglia

                          *
     -------------------------------------------                 Director
                   Lois B. DeFleur

                          *
     -------------------------------------------                 Director
                    Paul L. Gioia

                          *
     -------------------------------------------                 Director
                   David M. Jagger

                          *
     -------------------------------------------                 Director
                   John M. Keeler

                          *
     -------------------------------------------                 Director
                    Ben E. Lynch

                          *
     -------------------------------------------                 Director
                  Peter J. Moynihan

                          *
     -------------------------------------------                 Director
                   Walter G. Rich

                          *
     -------------------------------------------                 Director
                 Michael W. Tomasso

               /s/ TARAS G. BORKOWSKY
     -------------------------------------------
  (Taras G. Borkowsky, as attorney-in-fact for the
    officers and directors marked by an asterisk)
</TABLE>

                                       7
<PAGE>
    Pursuant to the requirements of the Securities Act of 1933, the Plans have
duly caused this Registration Statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on March 19, 2001.

<TABLE>
<S>  <C>                                                  <C>  <C>
                                                          BERKSHIRE ENERGY RESOURCES
BERKSHIRE ENERGY RESOURCES                                  RETIREMENT SAVINGS PLAN FOR UNION EMPLOYEES
  RETIREMENT SAVINGS PLAN

BY:                /S/ TARAS G. BORKOWSKY                 By:                /s/ TARAS G. BORKOWSKY
            ------------------------------------                      ------------------------------------
                     Taras G. Borkowsky                                        Taras G. Borkowsky
                     (ATTORNEY-IN-FACT)                                        (ATTORNEY-IN-FACT)
</TABLE>

                                       8
<PAGE>
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO.
-----------
<C>                     <S>
        23-1            Consent of PricewaterhouseCoopers LLP.

        24-1            Power of Attorney of Directors and Officers.

        24-2            Power of Attorney of Registrant.

        24-3            Power of Attorney for the Berkshire Energy Resources
                        Retirement Savings Plan and the Berkshire Energy Resources
                        Retirement Savings Plan for Union Employees.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "a2041306zs-8.txt", "description": "S-8", "secsgml_size_bytes": 23175}]
{"company-data": {"conformed-name": "ENERGY EAST CORP", "cik": "0001046861", "assigned-sic": "4911", "irs-number": "141798693", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57220", "film-number": "1571553"}, "business-address": {"street1": "PO BOX 12904", "street2": "STE 2006A 20TH FL", "city": "ALBANY", "state": "NY", "zip": "12212-2904", "phone": "5184343014"}, "mail-address": {"street1": "PO BOX 12904", "street2": "SUITE 2006A 20TH FLOOR", "city": "ALBANY", "state": "NY", "zip": "12212-2904"}, "former-company": {"former-conformed-name": "NGE RESOURCES INC", "date-changed": "19970924"}}
REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                     UNDER

                           THE SECURITIES ACT OF 1933

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

                            ENERGY EAST CORPORATION

             (Exact name of Registrant as specified in its charter)
NEW YORK                                 14-1798693
 (State or other jurisdiction of                   (I.R.S. Employer
  incorporation or organization)                 Identification No.)
------------------------

                                 P.O. BOX 12904
                             ALBANY, NY 12212-2904
                    (Address of principal executive offices)
                           BERKSHIRE ENERGY RESOURCES
                            RETIREMENT SAVINGS PLAN
                  RETIREMENT SAVINGS PLAN FOR UNION EMPLOYEES
                             (Full title of plans)

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

                              KENNETH M. JASINSKI
                           EXECUTIVE VICE PRESIDENT,
                         GENERAL COUNSEL AND SECRETARY
                            ENERGY EAST CORPORATION
                                 P.O. BOX 12904
                             ALBANY, NY 12212-2904
                    (Name and address of agent for service)
                                 (518) 434-3049
         (Telephone number, including area code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM     PROPOSED MAXIMUM
                                            AMOUNT           OFFERING PRICE     AGGREGATE OFFERING        AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED   TO BE REGISTERED        PER SHARE*             PRICE*          REGISTRATION FEE
Common Stock ($0.01 Par Value)...       500,000 Shares           $18.18             $9,090,000             $2,273
*   Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(h).

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

    In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

    The Securities and Exchange Commission allows us to "incorporate by
reference" information into this Registration Statement, which means that we can
disclose important information to you by referring you to another document filed
separately with the SEC. The information incorporated by reference is deemed to
be part of this Registration Statement. The information filed with the SEC in
the future will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, until we file a post-effective amendment to this
Registration Statement which indicates that all of the securities have been sold
or which deregisters all securities then remaining unsold.

    1)  Our Annual Report on Form 10-K for the year ended December 31, 1999.

    2)  Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
       2000, June 30, 2000 and September 30, 2000.

    3)  Our Current Reports on Form 8-K filed January 31, 2000, February 9,
       2000, February 18, 2000, September 1, 2000, October 24, 2000 and
       February 20, 2001.

ITEM 4. DESCRIPTION OF SECURITIES

    The following statements with respect to our common stock, par value $0.01
per share, and preferred stock, par value $0.01 per share, are summaries of
certain provisions of our Restated Certificate of Incorporation, as amended
("Charter"), setting forth the designations, preferences, privileges and voting
powers of such stock and their restrictions or qualifications. These statements
are summaries and we refer to the Charter for the full provisions.

    GENERAL.  Our Charter provides that, to the extent permitted by the Business
Corporation Law of the State of New York ("BCL") and our Charter, our Board of
Directors is authorized, at any time or from time to time, to establish and
designate one or more series of our preferred stock and to fix the number of
shares and the relative rights, preferences and limitations of each such series.

    DIVIDENDS.  Subject to any prior rights of our preferred stock, if any
should become outstanding, dividends on our common stock will be paid if, when
and as determined by our Board of Directors from time to time out of funds
legally available for that purpose.

    VOTING RIGHTS.  Holders of our common stock are entitled to one vote for
each share held by them on all matters submitted to the stockholders and are
entitled to cumulative voting in the election of directors. Our Charter provides
for the adoption of a plan of merger or consolidation by the affirmative vote of
the stockholders entitled to cast a majority of the votes entitled to be cast.
Our Charter and By-Laws require the affirmative vote of the stockholders
entitled to cast two-thirds of the votes entitled to be cast in order for
stockholders to alter, amend, repeal, or adopt any provision inconsistent with,
certain specified provisions of our By-Laws. Our Board of Directors is divided
into three classes serving staggered three year terms.

    LIQUIDATION.  In the event of any liquidation, dissolution or winding up,
either voluntary or involuntary, after payment or provision for payment shall
have been made of the amounts to which the holders of our preferred stock shall
be entitled under the provisions of any series of our preferred stock
established by the Board of Directors, the holders of our common stock will be
entitled, to the

                                       2
exclusion of the holders of our preferred stock of any series, to share ratably,
according to the number of shares held by them, in all remaining assets of ours
available for distribution.

    PREEMPTIVE AND OTHER RIGHTS.  The holders of our capital stock are not
entitled to any preemptive rights to subscribe for or purchase any part of any
issue, sale or offering of any shares of our capital stock of any class or
series, now or hereafter authorized, or of any options, warrants or rights to
subscribe for or purchase any such shares, or of any securities convertible
into, exchangeable for, or carrying options, warrants or rights to subscribe for
or purchase, any such shares, regardless of whether such issue, sale or offering
is for cash, property, services or otherwise. Our common stock is not subject to
redemption or to any further calls or assessments and is not entitled to the
benefit of any sinking fund provisions. The shares of our common stock to be
issued in connection with the Plans when issued will be fully paid and
non-assessable.

    LISTING.  Our common stock is listed on the New York Stock Exchange.

    TRANSFER AGENT AND REGISTRAR.  The Transfer Agent and Registrar for our
common stock is Mellon Investor Services, L.L.C., P.O. Box 3315, South
Hackensack, New Jersey 07606.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    The BCL provides that if a derivative action is brought against a director
or officer, we may indemnify him against amounts paid in settlement and
reasonable expenses, including attorney's fees, incurred by him in connection
with the defense or settlement of such action, if such director or officer acted
in good faith for a purpose which he reasonably believed to be in our best
interests, except that no indemnification shall be made without court approval
in respect of a threatened action, or a pending action settled or otherwise
disposed of, or in respect of any matter as to which such director or officer
has been found liable to us. In a nonderivative action or threatened action, the
BCL provides that we may indemnify a director or officer against judgments,
fines, amounts paid in settlement and reasonable expenses, including attorneys'
fees incurred by him in defending such action if such director or officer acted
in good faith for a purpose which he reasonably believed to be in our best
interests.

    Under the BCL, a director or officer who is successful, either in a
derivative or nonderivative action, is entitled to indemnification as outlined
above. Under any other circumstances, such director or officer may be
indemnified only if certain conditions specified in the BCL are met. The
indemnification provisions of the BCL are not exclusive of any other rights to
which a director or officer seeking indemnification may be entitled pursuant to
the provisions of the certificate of incorporation or the by-laws of a
corporation or, when authorized by such certificate of incorporation or by-laws,
pursuant to a shareholders' resolution, a directors' resolution or an agreement
providing for such indemnification.

    The above is a general summary of certain provisions of the BCL and is
subject, in all cases, to the specific and detailed provisions of Sections
721-725 of the BCL.

    Our By-Laws provide that to the extent not prohibited by law, we shall
indemnify each person made, or threatened to be made, a party to any civil or
criminal action or proceedings by reason of the fact that he, or his testator or
intestate, (i) is or was a director or officer of ours or (ii) is or was serving
any other corporations of any type or kind, domestic or foreign, or any
partnership, joint venture, trust, employee benefit plan or other enterprise, in
any capacity at our request.

    Our By-Laws also provide, among other things, that:

    (1) no indemnification shall be made to or on behalf of any director or
       officer, if a judgment or other final adjudication adverse to the
       director or officer establishes that his acts were committed in bad faith
       or were the result of active and deliberate dishonesty and were

                                       3
material to the cause of action so adjudicated, or that he personally
       gained in fact a financial profit or other advantage to which he was not
       legally entitled;

    (2) the rights to indemnification and advancement of defense expenses
       granted by or pursuant to the By-Laws shall not limit or exclude, but
       shall be in addition to, any other rights which may be granted by or
       pursuant to any statute, certificate of incorporation, by-law, resolution
       or agreement; and

    (3) we may, with the approval of the Board of Directors, enter into an
       agreement with any person who is, or is about to become, a director or
       officer of ours, or who is serving, or is about to serve, at our request,
       as a director, officer, or in any other capacity, any other corporation
       of any type or kind, domestic or foreign, or any partnership, joint
       venture, trust, employee benefit plan or other enterprise, which
       agreement may provide for indemnification of such person and advancement
       of defense expenses to such person upon such terms, and to the extent,
       not prohibited by law.

    We have insurance policies indemnifying our directors and officers against
certain obligations that may be incurred by them, subject to certain retention
and co-insurance provisions.

ITEM 8. EXHIBITS

    See Exhibit Index.

    The Registrant undertakes to submit, or has submitted, the Plans and any
amendments thereto to the Internal Revenue Service ("IRS") in a timely manner
and has made or will make all changes required by the IRS in order to qualify
the Plans under Section 401 of the Internal Revenue Code of 1986.

ITEM 9. UNDERTAKINGS

A. UNDERTAKING TO UPDATE ANNUALLY

    The Registrant 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:

        (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 or 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

                                       4
reports filed with or furnished to the SEC by the Registrant 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,

    (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.

B.  INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE

    The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant'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
Registrant pursuant to the provisions of the Registrant's By-Laws, the BCL or
otherwise, the Registrant 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 Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
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 Registrant 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.

                                       5
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 New York, State of New York, on March 19, 2001.
ENERGY EAST CORPORATION

                                                       By:            /s/ TARAS G. BORKOWSKY
                                                            -----------------------------------------
                                                                        Taras G. Borkowsky
                                                                         ATTORNEY-IN-FACT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on March 19, 2001.
NAME                                     TITLE
                        ----                                     -----
Principal Executive and Financial Officer:

                          *
     -------------------------------------------                 Chairman and Director
                Wesley W. von Schack

Principal Accounting Officer:

                          *
     -------------------------------------------                 Vice President and Controller
                   Robert E. Rude

Directors:

                          *
     -------------------------------------------                 Director
                   Richard Aurelio

                          *
     -------------------------------------------                 Director
                  James A. Carrigg

                          *
     -------------------------------------------                 Director
                 Alison P. Casarett
6
NAME                                     TITLE
                        ----                                     -----
*
     -------------------------------------------                 Director
                 Joseph J. Castiglia

                          *
     -------------------------------------------                 Director
                   Lois B. DeFleur

                          *
     -------------------------------------------                 Director
                    Paul L. Gioia

                          *
     -------------------------------------------                 Director
                   David M. Jagger

                          *
     -------------------------------------------                 Director
                   John M. Keeler

                          *
     -------------------------------------------                 Director
                    Ben E. Lynch

                          *
     -------------------------------------------                 Director
                  Peter J. Moynihan

                          *
     -------------------------------------------                 Director
                   Walter G. Rich

                          *
     -------------------------------------------                 Director
                 Michael W. Tomasso

               /s/ TARAS G. BORKOWSKY
     -------------------------------------------
  (Taras G. Borkowsky, as attorney-in-fact for the
    officers and directors marked by an asterisk)
7
Pursuant to the requirements of the Securities Act of 1933, the Plans have
duly caused this Registration Statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on March 19, 2001.
BERKSHIRE ENERGY RESOURCES
BERKSHIRE ENERGY RESOURCES                                  RETIREMENT SAVINGS PLAN FOR UNION EMPLOYEES
  RETIREMENT SAVINGS PLAN

BY:                /S/ TARAS G. BORKOWSKY                 By:                /s/ TARAS G. BORKOWSKY
            ------------------------------------                      ------------------------------------
                     Taras G. Borkowsky                                        Taras G. Borkowsky
                     (ATTORNEY-IN-FACT)                                        (ATTORNEY-IN-FACT)
8
EXHIBIT INDEX
EXHIBIT NO.
-----------
23-1            Consent of PricewaterhouseCoopers LLP.

        24-1            Power of Attorney of Directors and Officers.

        24-2            Power of Attorney of Registrant.

        24-3            Power of Attorney for the Berkshire Energy Resources
                        Retirement Savings Plan and the Berkshire Energy Resources
                        Retirement Savings Plan for Union Employees.