8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): December 7, 2010

CENTRAL HUDSON GAS & ELECTRIC CORPORATION

(Exact name of Registrants as specified in its charter)

Commission File Number	Registrant, State of Incorporation Address and Telephone Number	IRS Employer Identification No.
1-3268	Central Hudson Gas & Electric Corporation	14-0555980
	(Incorporated in New York)
	284 South Avenue
	Poughkeepsie, NY 12601-4839
	(845) 452-2000

Not applicable

(Former name and former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

Reference is made to Registrant’s Registration Statement on Form S-3, as amended (Registration No. 333-163248) (the “Registration Statement”), for the registration under the Securities Act of 1933, as amended, of $250,000,000 aggregate principal amount of Registrant’s unsecured debt securities (the “Debt Securities”) that Registrant may issue in one or more series from time to time under Registrant’s Indenture, dated as of April 1, 1992, as supplemented (the “Indenture”), to U.S. Bank Trust National Association (as successor to Morgan Guaranty Trust Company of New York), as Trustee.  The Registration Statement became effective January 6, 2010.

In connection with its medium-term note program, on March 16, 2010, Registrant created and established a series of Debt Securities, in the aggregate principal amount of $250,000,000, designated as its “Medium-Term Notes, Series G” (the “Notes”) and entered into a Distribution Agreement, dated March 16, 2010, with certain financial institutions (the “Agents”) for the offer and sale of the Notes from time to time.

On December 7, 2010 Registrant issued and sold through the Agents three tranches of the Notes in the aggregate principal amount of $82,150,000 (the “Notes of the First Three Tranches”).  The Notes of the First Three Tranches consist of:  (i) Notes in the aggregate principal amount of $8,000,000 bearing interest at the fixed rate of 2.756% per annum, maturing on April 1, 2016, (ii) Notes in the aggregate principal amount of $44,150,000 bearing interest at the fixed rate of 4.150% per annum, maturing on April 1, 2021, and (iii) Notes in the aggregate principal amount of $30,000,000 bearing interest at the fixed rate of 5.716% per annum, maturing on April 1, 2041.  None of the Notes of the First Three Tranches may be redeemed prior to maturity.

Pursuant to an undertaking made by Registrant with the Securities and Exchange Commission, Registrant has filed as an exhibit to this Current Report on Form 8-K an opinion of counsel, relating to the issuance and sale of the Notes of the First Three Tranches.

Item 9.01Financial Statements and Exhibits

(d)  Exhibits.The following is filed as an exhibit to this Form 8-K pursuant to Item 6.01 of Regulation S-K:

5      Opinion of Counsel re Legality

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

	CENTRAL HUDSON GAS & ELECTRIC CORPORATION
Date: December 29, 2010	By:	/s/ Kimberly J. Wright
		Kimberly J. Wright
		Controller

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EXHIBIT INDEX

Exhibit No.	Exhibit
5	Opinion of Counsel re Legality

EX-5

EXHIBIT 5

THOMPSON HINE LLP

December 7, 2010

Central Hudson Gas & Electric Corporation

284 South Avenue

Poughkeepsie, New York  12601-4839

Ladies and Gentlemen:

We have acted as counsel to Central Hudson Gas & Electric Corporation, a New York corporation (“Central Hudson”), in connection with the filing with the Securities and Exchange Commission of a Registration Statement on Form S-3 (File No. 333-163248), which became effective on January 6, 2010 (the “Registration Statement”), registering up to $250 million aggregate principal amount of unsubordinated and unsecured debt securities of Central Hudson (the “Debt Securities”) for issuance from time to time, in one or more series pursuant to Rule 415 under the Securities Act of 1933, as amended.  The Debt Securities are to be issued pursuant to an Indenture (the “Indenture”), dated as of April 1, 1992, as supplemented, by and between the Company and U.S. Bank Trust National Association (as successor to Morgan Guaranty Trust Company of New York), as Trustee, in am ounts, at prices and on terms to be determined at the time or times of sale, as contemplated in the Registration Statement.

This opinion relates to the issuance and sale on December 7, 2010 of Debt Securities in three tranches in the aggregate principal amount of $82,500,000 (the “Notes of the First Three Tranches”).

We have examined such documents as we have deemed necessary or appropriate to enable us to render this opinion, including:  (a) the Restated Certificate of Incorporation and the By-Laws of Central Hudson; (b) the Indenture; (c) the Registration Statement; and (d) minutes of meetings of the Board of Directors of Central Hudson or a duly authorized committee of the Board of Directors.

Upon the basis of such examination, it is our opinion that the Notes of the First Three Tranches constitute valid and legally binding obligations of Central Hudson, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.

The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of New York, and we express no opinion as to the effect of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to Central Hudson's Current Report on Form 8-K, which upon filing will be incorporated by reference in the Prospectus dated March 16, 2010 relating to the Debt Securities (the “Prospectus”), as supplemented by the Prospectus Supplement, dated March 16, 2010, relating to the Debt Securities, and we further continue to consent to the inclusion of the reference to us under the heading “Legal Matters” in the Prospectus; however, in giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations thereunder.

Sincerely,

/s/  THOMPSON HINE LLP