As filed with the Securities and Exchange Commission on November 15, 1996
                                                 Registration No. 33-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                          NEW YORK STATE ELECTRIC & GAS
                                   CORPORATION
             (Exact name of Registrant as specified in its charter)


       NEW YORK                                              15-0398550
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)

                4500 VESTAL PARKWAY EAST, BINGHAMTON, N.Y. 13903
                    (Address of principal executive offices)

                    NEW YORK STATE ELECTRIC & GAS CORPORATION
                TAX DEFERRED SAVINGS PLAN FOR SALARIED EMPLOYEES
               TAX DEFERRED SAVINGS PLAN FOR HOURLY PAID EMPLOYEES
                              (Full title of plans)

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

                                DANIEL W. FARLEY
                          VICE PRESIDENT AND SECRETARY
                    NEW YORK STATE ELECTRIC & GAS CORPORATION
                                  P.O. BOX 3200
                             ITHACA, N.Y. 14852-3200
                     (Name and address of agent for service)

                                 (607) 347-2506
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>

<CAPTION>

====================================================================================================
                                                    PROPOSED           PROPOSED
                                    AMOUNT          MAXIMUM             MAXIMUM           AMOUNT OF
  TITLE OF SECURITIES               TO BE       OFFERING PRICE         AGGREGATE        REGISTRATION
   TO BE REGISTERED              REGISTERED        PER SHARE         OFFERING PRICE         FEE
  ------------------             ----------     --------------       --------------     ------------
<S>                             <C>                 <C>               <C>                  <C>    
Common Stock,
  ($6.66 2/3 Par Value) ......  2,000,000 Shs.      $21.7188*         $43,437,600*         $13,163
====================================================================================================
</TABLE>

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

     Pursuant to the provisions of Rule 429 under the Securities Act of 1933,
the Prospectus relating to this Registration Statement also relates to shares of
Common Stock of the Registrant covered by Registration No. 33-31897.

     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

     The contents of Registration Statement on Form S-8 No. 33-31897 (filed
November 2, 1989) as amended by Post-Effective Amendment No. 1 to the
Registration Statement (filed December 4, 1990) are incorporated by reference
into this Registration Statement as if set forth herein.

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     There are hereby incorporated by reference in this Registration Statement
the following documents heretofore filed with the Securities and Exchange
Commission:

          1. The Company's Annual Report on Form 10-K for the year ended
     December 31, 1995, filed pursuant to the Securities Exchange Act of 1934
     ("1934 Act").

          2. The Annual Reports on Form 11-K for the year ended December 31,
     1995 for the Tax Deferred Savings Plan For Salaried Employees and the Tax
     Deferred Savings Plan For Hourly Paid Employees (collectively the "Plans")
     filed pursuant to the 1934 Act.

          3. The Company's Quarterly Reports on Form 10-Q for the quarters ended
     March 31, 1996, June 30, 1996 and September 30, 1996 filed pursuant to the
     1934 Act.

          4. The Company's Current Reports on Form 8-K dated August 26, 1996 and
     September 18, 1996, filed pursuant to the 1934 Act.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act prior to the filing of a post-effective amendment which
indicates that all of the securities have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and be a part hereof from the date of filing of
such documents. 

ITEM 4. DESCRIPTION OF COMMON STOCK

     The following statements with respect to the Common Stock ($6.66 2/3 Par
Value), Preferred Stock and the Preference Stock (none of the Preference Stock
now being outstanding) are summaries of certain provisions of the Company's
Certificate of Incorporation setting forth the designations, preferences,
privileges and voting powers of such stock and the restrictions or
qualifications thereof. The statements herein contained are summaries and
reference is made to the Certificate of Incorporation for the full provisions.

     Dividend Limitations. After dividends on all outstanding Preferred Stock
and Preference Stock have been paid, or declared and funds set apart for their
payment, the Common Stock is entitled to such dividends as may be declared by
the Board of Directors out of funds legally available therefor. So long as
senior securities are outstanding, cash dividends can be paid on Common Stock
only out of retained earnings accumulated since December 31, 1946. Such
dividends are limited to 75% of Net Income Available for Common Stock if Common
Stock Equity falls below 25% of total capitalization, and to 50% if Common Stock
Equity falls below 20%. The Company's Common Stock Equity at September 30, 1996
was approximately 50.7% of total capitalization. No dividends on Common Stock
can be paid unless all sinking fund requirements of the Preferred Stock and
Preference Stock are met. The Company has not been restricted in the payment of
dividends on Common Stock by these provisions and does not believe that it will
be so restricted in the future.

     Voting Rights. Record holders of Common Stock have one vote for each share
held and are entitled to cumulative voting in the election of directors.

     The Company's Board of Directors is divided into three classes serving
staggered three-year terms. The classification of directors makes it more
difficult for a minority stockholder to elect a director by cumulative voting.
The provision for classification does not apply in the event that the holders of
Preferred Stock or Preference Stock become entitled to elect directors, as
described below.

     If Preferred Stock dividends are in default in an amount equivalent to four
full quarter-yearly dividends, the holders of the Preferred Stock voting
separately as a class are entitled to elect a majority of the Board of Directors
and their privilege continues until all dividends in default have been paid. If
Preference Stock dividends are in default in an 

                                      II-1
<PAGE>

amount equivalent to four full quarter-yearly dividends, the holders of the
Preference Stock, voting separately as a class, are entitled to elect two
members of the Board of Directors and their privilege continues until all
dividends in default have been paid. Neither the holders of the Preferred Stock
nor the holders of Preference Stock are entitled to vote on any other matters
except those in respect of which voting rights cannot be denied or waived under
any provision of law and except that certain corporate actions may not be
effected without the favorable vote of specified percentages of the Preferred
Stock and, in some cases, the Preference Stock.

     Preemptive Rights. No holder of any class of stock is entitled to any
preemptive right to purchase or subscribe for any shares of stock issued by the
Company or to any obligations convertible into or carrying options to purchase
stock of the Company, or to any other preemptive rights under the laws of the
State of New York.

     Other Rights. The outstanding shares of Common Stock are fully paid and
non-assessable. After satisfaction of the preferential liquidation rights of the
Preferred Stock and the Preference Stock, the holders of the Common Stock are
entitled to share ratably in the distribution of all remaining assets.

     Listing. The Common Stock is listed on the New York Stock Exchange.

     Transfer Agent and Registrar. The Transfer Agent and Registrar for the
Common Stock is ChaseMellon Shareholder Services, 450 West 33rd Street, New
York, N.Y. 10001.

ITEM 8. LIST OF 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, as amended.

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 of 1933 ( "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 Commission 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 Securities and Exchange Commission
     by the Registrant pursuant to Section 13 or Section 15(d) of the Securities
     Exchange Act of 1934 ("1934 Act") that are incorporated by reference in
     this Registration Statement.

          (2) that, for the purpose of determining any liability under the 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.


                                      II-2
<PAGE>

          (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. Incorporation of Subsequent Exchange Act Documents by Reference.

     The Registrant hereby undertakes that, for purposes of determining any
liability under the Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the 1934 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 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.

                                      II-3
<PAGE>




                                  EXHIBIT INDEX

  Exhibit No.
  -----------
     23-1     Consent of Coopers & Lybrand L.L.P.
     23-2     Consent of Ernst & Young L.L.P.
     24-1     Power of Attorney of Directors and Officers.
     24-2     Power of Attorney of Company.
     24-3     Power of Attorney for Tax Deferred Savings Plan for Salaried
              Employees and Tax Deferred Savings Plan for Hourly Paid Employees.
 

<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 the 15th day of
November, 1996.

                                      NEW YORK STATE ELECTRIC & GAS CORPORATION

                                      By   W. W. VON SCHACK*
                                               Chairman

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


<TABLE>

<CAPTION>

Principal Executive Officer:
<S>                                                  <C>                                      <C> 
      W. W. von Schack*                              Chairman and Director                    November 15, 1996

Principal Financial Officer:
      S. J. Rafferty*                                Senior Vice President                    November 15, 1996

Principal Accounting Officer:
      G. J. Turton*                                  Vice President and Controller            November 15, 1996

Directors:
      James A. Carrigg*                              Director
      Alison P. Casarett*                            Director
      Joseph J. Castiglia*                           Director
      Lois B. DeFleur*                               Director
      Everett A. Gilmour*                            Director
      Paul L. Gioia*                                 Director                                 November 15, 1996
      John M. Keeler*                                Director
      Allen E . Kintigh*                             Director
      Ben E. Lynch*                                  Director
      Alton G. Marshall*                             Director
      C. William Stuart*                             Director

*By   /s/ T. G. BORKOWSKY
      (T. G. Borkowsky, attorney-in-fact)
</TABLE>

     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 the 15th day of November, 1996.


NEW YORK STATE ELECTRIC & GAS                  NEW YORK STATE ELECTRIC & GAS
  CORPORATION TAX DEFERRED                       CORPORATION TAX DEFERRED
  SAVINGS PLAN FOR SALARIED                    SAVINGS PLAN FOR HOURLY PAID
          EMPLOYEES                                      EMPLOYEES

By: /s/ T. G. BORKOWSKY                  By: /s/ T. G. BORKOWSKY
    ----------------------------------       -----------------------------------
   (T. G. Borkowsky, attorney-in-fact)       (T. G. Borkowsky, attorney-in-fact)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18072}]
{"company-data": {"conformed-name": "NEW YORK STATE ELECTRIC & GAS CORP", "cik": "0000071675", "assigned-sic": "4931", "irs-number": "150398550", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16201", "film-number": "96667367"}, "business-address": {"street1": "P O BOX 287", "city": "ITHACA", "state": "NY", "zip": "14851", "phone": "6073474131"}, "mail-address": {"zip": "51"}}
As filed with the Securities and Exchange Commission on November 15, 1996
                                                 Registration No. 33-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                          NEW YORK STATE ELECTRIC & GAS
                                   CORPORATION
             (Exact name of Registrant as specified in its charter)

       NEW YORK                                              15-0398550
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)

                4500 VESTAL PARKWAY EAST, BINGHAMTON, N.Y. 13903
                    (Address of principal executive offices)

                    NEW YORK STATE ELECTRIC & GAS CORPORATION
                TAX DEFERRED SAVINGS PLAN FOR SALARIED EMPLOYEES
               TAX DEFERRED SAVINGS PLAN FOR HOURLY PAID EMPLOYEES
                              (Full title of plans)

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

                                DANIEL W. FARLEY
                          VICE PRESIDENT AND SECRETARY
                    NEW YORK STATE ELECTRIC & GAS CORPORATION
                                  P.O. BOX 3200
                             ITHACA, N.Y. 14852-3200
                     (Name and address of agent for service)

                                 (607) 347-2506
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
====================================================================================================
                                                    PROPOSED           PROPOSED
                                    AMOUNT          MAXIMUM             MAXIMUM           AMOUNT OF
  TITLE OF SECURITIES               TO BE       OFFERING PRICE         AGGREGATE        REGISTRATION
   TO BE REGISTERED              REGISTERED        PER SHARE         OFFERING PRICE         FEE
  ------------------             ----------     --------------       --------------     ------------
Common Stock,
  ($6.66 2/3 Par Value) ......  2,000,000 Shs.      $21.7188*         $43,437,600*         $13,163
====================================================================================================
*    Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h).

     Pursuant to the provisions of Rule 429 under the Securities Act of 1933,
the Prospectus relating to this Registration Statement also relates to shares of
Common Stock of the Registrant covered by Registration No. 33-31897.

     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

     The contents of Registration Statement on Form S-8 No. 33-31897 (filed
November 2, 1989) as amended by Post-Effective Amendment No. 1 to the
Registration Statement (filed December 4, 1990) are incorporated by reference
into this Registration Statement as if set forth herein.

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     There are hereby incorporated by reference in this Registration Statement
the following documents heretofore filed with the Securities and Exchange
Commission:

          1. The Company's Annual Report on Form 10-K for the year ended
     December 31, 1995, filed pursuant to the Securities Exchange Act of 1934
     ("1934 Act").

          2. The Annual Reports on Form 11-K for the year ended December 31,
     1995 for the Tax Deferred Savings Plan For Salaried Employees and the Tax
     Deferred Savings Plan For Hourly Paid Employees (collectively the "Plans")
     filed pursuant to the 1934 Act.

          3. The Company's Quarterly Reports on Form 10-Q for the quarters ended
     March 31, 1996, June 30, 1996 and September 30, 1996 filed pursuant to the
     1934 Act.

          4. The Company's Current Reports on Form 8-K dated August 26, 1996 and
     September 18, 1996, filed pursuant to the 1934 Act.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act prior to the filing of a post-effective amendment which
indicates that all of the securities have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and be a part hereof from the date of filing of
such documents. 

ITEM 4. DESCRIPTION OF COMMON STOCK

     The following statements with respect to the Common Stock ($6.66 2/3 Par
Value), Preferred Stock and the Preference Stock (none of the Preference Stock
now being outstanding) are summaries of certain provisions of the Company's
Certificate of Incorporation setting forth the designations, preferences,
privileges and voting powers of such stock and the restrictions or
qualifications thereof. The statements herein contained are summaries and
reference is made to the Certificate of Incorporation for the full provisions.

     Dividend Limitations. After dividends on all outstanding Preferred Stock
and Preference Stock have been paid, or declared and funds set apart for their
payment, the Common Stock is entitled to such dividends as may be declared by
the Board of Directors out of funds legally available therefor. So long as
senior securities are outstanding, cash dividends can be paid on Common Stock
only out of retained earnings accumulated since December 31, 1946. Such
dividends are limited to 75% of Net Income Available for Common Stock if Common
Stock Equity falls below 25% of total capitalization, and to 50% if Common Stock
Equity falls below 20%. The Company's Common Stock Equity at September 30, 1996
was approximately 50.7% of total capitalization. No dividends on Common Stock
can be paid unless all sinking fund requirements of the Preferred Stock and
Preference Stock are met. The Company has not been restricted in the payment of
dividends on Common Stock by these provisions and does not believe that it will
be so restricted in the future.

     Voting Rights. Record holders of Common Stock have one vote for each share
held and are entitled to cumulative voting in the election of directors.

     The Company's Board of Directors is divided into three classes serving
staggered three-year terms. The classification of directors makes it more
difficult for a minority stockholder to elect a director by cumulative voting.
The provision for classification does not apply in the event that the holders of
Preferred Stock or Preference Stock become entitled to elect directors, as
described below.

     If Preferred Stock dividends are in default in an amount equivalent to four
full quarter-yearly dividends, the holders of the Preferred Stock voting
separately as a class are entitled to elect a majority of the Board of Directors
and their privilege continues until all dividends in default have been paid. If
Preference Stock dividends are in default in an 

                                      II-1
amount equivalent to four full quarter-yearly dividends, the holders of the
Preference Stock, voting separately as a class, are entitled to elect two
members of the Board of Directors and their privilege continues until all
dividends in default have been paid. Neither the holders of the Preferred Stock
nor the holders of Preference Stock are entitled to vote on any other matters
except those in respect of which voting rights cannot be denied or waived under
any provision of law and except that certain corporate actions may not be
effected without the favorable vote of specified percentages of the Preferred
Stock and, in some cases, the Preference Stock.

     Preemptive Rights. No holder of any class of stock is entitled to any
preemptive right to purchase or subscribe for any shares of stock issued by the
Company or to any obligations convertible into or carrying options to purchase
stock of the Company, or to any other preemptive rights under the laws of the
State of New York.

     Other Rights. The outstanding shares of Common Stock are fully paid and
non-assessable. After satisfaction of the preferential liquidation rights of the
Preferred Stock and the Preference Stock, the holders of the Common Stock are
entitled to share ratably in the distribution of all remaining assets.

     Listing. The Common Stock is listed on the New York Stock Exchange.

     Transfer Agent and Registrar. The Transfer Agent and Registrar for the
Common Stock is ChaseMellon Shareholder Services, 450 West 33rd Street, New
York, N.Y. 10001.

ITEM 8. LIST OF 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, as amended.

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 of 1933 ( "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 Commission 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 Securities and Exchange Commission
     by the Registrant pursuant to Section 13 or Section 15(d) of the Securities
     Exchange Act of 1934 ("1934 Act") that are incorporated by reference in
     this Registration Statement.

          (2) that, for the purpose of determining any liability under the 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.

                                      II-2
(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. Incorporation of Subsequent Exchange Act Documents by Reference.

     The Registrant hereby undertakes that, for purposes of determining any
liability under the Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the 1934 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 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.

                                      II-3
EXHIBIT INDEX

  Exhibit No.
  -----------
     23-1     Consent of Coopers & Lybrand L.L.P.
     23-2     Consent of Ernst & Young L.L.P.
     24-1     Power of Attorney of Directors and Officers.
     24-2     Power of Attorney of Company.
     24-3     Power of Attorney for Tax Deferred Savings Plan for Salaried
              Employees and Tax Deferred Savings Plan for Hourly Paid Employees.
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 the 15th day of
November, 1996.

                                      NEW YORK STATE ELECTRIC & GAS CORPORATION

                                      By   W. W. VON SCHACK*
                                               Chairman

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Principal Executive Officer:
W. W. von Schack*                              Chairman and Director                    November 15, 1996

Principal Financial Officer:
      S. J. Rafferty*                                Senior Vice President                    November 15, 1996

Principal Accounting Officer:
      G. J. Turton*                                  Vice President and Controller            November 15, 1996

Directors:
      James A. Carrigg*                              Director
      Alison P. Casarett*                            Director
      Joseph J. Castiglia*                           Director
      Lois B. DeFleur*                               Director
      Everett A. Gilmour*                            Director
      Paul L. Gioia*                                 Director                                 November 15, 1996
      John M. Keeler*                                Director
      Allen E . Kintigh*                             Director
      Ben E. Lynch*                                  Director
      Alton G. Marshall*                             Director
      C. William Stuart*                             Director

*By   /s/ T. G. BORKOWSKY
      (T. G. Borkowsky, attorney-in-fact)
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 the 15th day of November, 1996.

NEW YORK STATE ELECTRIC & GAS                  NEW YORK STATE ELECTRIC & GAS
  CORPORATION TAX DEFERRED                       CORPORATION TAX DEFERRED
  SAVINGS PLAN FOR SALARIED                    SAVINGS PLAN FOR HOURLY PAID
          EMPLOYEES                                      EMPLOYEES

By: /s/ T. G. BORKOWSKY                  By: /s/ T. G. BORKOWSKY
    ----------------------------------       -----------------------------------
   (T. G. Borkowsky, attorney-in-fact)       (T. G. Borkowsky, attorney-in-fact)