10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-Q

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the quarterly period ended  March 31, 2005

OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the transition period from             to            

Commission file number	Exact name of Registrant as specified in its charter, State of incorporation, Address and Telephone number	IRS Employer Identification No.
1-14766	Energy East Corporation(Incorporated in New York) 52 Farm View Drive New Gloucester, Maine 04260-5116 (207) 688-6300 www.energyeast.com	14-1798693
1-5139	Central Maine Power Company(Incorporated in Maine) 83 Edison Drive Augusta, Maine 04336 (207) 623-3521	01-0042740
1-672	Rochester Gas and Electric Corporation(Incorporated in New York) 89 East Avenue Rochester, New York 14649 (585) 546-2700	16-0612110

Indicate by check mark whether each registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes    X      No        

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Registrant
Energy East Corporation	Yes     X	No
Central Maine Power Company	Yes	No     X
Rochester Gas and Electric Corporation	Yes	No     X

As of April 29, 2005, shares of common stock outstanding for each registrant were:

Registrant	Description	Shares
Energy East Corporation	Par value $.01 per share	147,289,363
Central Maine Power Company	Par value $5 per share	31,211,471 (1)
Rochester Gas and Electric Corporation	Par value $5 per share	34,506,513 (2)

(1) All shares are owned by CMP Group, Inc., a wholly-owned subsidiary of Energy East Corporation.
⁽²⁾ All shares are owned by RGS Energy Group, Inc. a wholly-owned subsidiary of Energy East Corporation.

This combined Form 10-Q is separately filed by Energy East Corporation, Central Maine Power Company and Rochester Gas and Electric Corporation. Information contained herein relating to any individual registrant is filed by such registrant on its own behalf. Each registrant makes no representation as to information relating to the other registrants.

Item	TABLE OF CONTENTS	Page
	Glossary of Terms	iii
	Forward-looking Statements	iv
	PART I - FINANCIAL INFORMATION
1 2	Financial Statements Management's Discussion and Analysis of Financial Condition     and Results of Operations
	Energy East Corporation   Condensed Consolidated Statements of IncomeCondensed Consolidated Balance SheetCondensed Consolidated Statements of Cash FlowsCondensed Consolidated Statements of Retained EarningsCondensed Consolidated Statements of Comprehensive Income   Management's Discussion and Analysis of Financial Condition     and Results of Operations   (a) Liquidity and Capital Resources   (b) Results of Operations	1 2 4 5 5 10 12
	Central Maine Power Company   Condensed Consolidated Balance SheetsCondensed Consolidated Statements of IncomeCondensed Consolidated Statements of Cash FlowsCondensed Consolidated Statements of Retained EarningsCondensed Consolidated Statements of Comprehensive Income   Management's Discussion and Analysis of Financial Condition     and Results of Operations   (a) Liquidity and Capital Resources   (b) Results of Operations	14 16 17 17 17 18 19
	Rochester Gas and Electric Corporation   Condensed Balance SheetsCondensed Statements of IncomeCondensed Statements of Cash FlowsCondensed Statements of Retained EarningsCondensed Statement of Comprehensive Income   Management's Discussion and Analysis of Financial Condition     and Results of Operations   (a) Liquidity and Capital Resources   (b) Results of Operations	20 22 23 23 23 24 25
1	Notes to Condensed Financial Statements	27
3	Quantitative and Qualitative Disclosures About Market Risk	34
4	Controls and Procedures	35

Item	TABLE OF CONTENTS (Cont'd)	Page
	PART II - OTHER INFORMATION
2	Unregistered Sales of Equity Securities and Use of Proceeds	36
6	Exhibits	36
Signatures		37
Exhibit Index		38

GLOSSARY OF TERMS

Frequently used abbreviations or acronyms used in this report:

Energy East Companies
CMP	Central Maine Power Company
CMP Group	CMP Group, Inc.
CNG	Connecticut Natural Gas Corporation
Energy East or the company	Energy East Corporation
NYSEG	New York State Electric & Gas Corporation
RG&E	Rochester Gas and Electric Corporation
SCG	The Southern Connecticut Gas Company
UWP	The Union Water Power Company
Third Parties
NYISO	New York Independent System Operator
NYTOs	New York transmission owners
RTO	Regional Transmission Organization
Regulatory Agencies
DPUC	Connecticut Department of Public Utility Control
FERC	Federal Energy Regulatory Commission
NYPSC	New York State Public Service Commission
Other
ARP 2000	Alternative Rate Plan 2000
ASGA	Asset Sale Gain Account
Electric Rate Agreement	the electric portion of the RG&E 2004 Electric and   Natural Gas Rate Agreements
EPS	earnings per share
ESCO	energy service company
FASB	Financial Accounting Standards Board
FIN 46R	FASB Interpretation No. 46 (revised December 2003),   Consolidation of Variable Interest Entities, an   interpretation of Accounting Research Bulletin No. 51
FIN 47	FASB Interpretation No. 47, Accounting for Conditional   Asset Retirement Obligations, an interpretation of   FASB Statement No. 143
Ginna	Ginna nuclear generation station, a nuclear power   plant formerly owned by RG&E (sold in June 2004)
IRP	Incentive Rate Plan
Natural Gas Rate Agreement	the natural gas portion of the RG&E 2004 Electric and   Natural Gas Rate Agreements
NUG	nonutility generator
SARs	stock appreciation rights
Statement 123	Statement of Financial Accounting Standards   No. 123, Accounting for Stock-Based Compensation
Statement 123R	Statement of Financial Accounting Standards   No. 123 (revised 2004), Shared-Based Payment
Statement 143	Statement of Financial Accounting Standards   No. 143, Accounting for Asset Retirement   Obligations

Forward-looking Statements

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements in certain circumstances. This Form 10-Q contains certain forward-looking statements that are based upon management's current expectations and information that is currently available. Whenever used in this report, the words "estimate," "expect," "believe," "anticipate," or similar expressions are intended to identify such forward-looking statements.

In addition to the assumptions and other factors referred to specifically in connection with such statements, factors that involve risks and uncertainties and that could cause actual results to differ materially from those contemplated in any forward-looking statements include, among others: the deregulation and continued regulatory unbundling of a vertically integrated utility industry; the companies' ability to compete in the rapidly changing and increasingly competitive electricity and/or natural gas utility markets; regulatory uncertainty in a politically-charged environment of volatile energy prices; the operation of the NYISO; the operation of ISO New England, Inc. as an RTO; the ability to recover nonutility generator and other costs; changes in fuel supply or cost and the success of strategies to satisfy power requirements; the company's ability to expand its products and services, including its energy infrastructure in the Northeast; the company's ability to integrate the operations of Berkshire Energy Resources, CMP Group, Inc., Connecticut Energy Corporation, CTG Resources, Inc. and RGS Energy Group, Inc.; the company's ability to achieve and maintain enterprise-wide integration synergies; market risk; the ability to obtain adequate and timely rate relief and/or the extension of current rate plans; the continuation of fixed price supply programs at current levels; nuclear or environmental incidents; legal or administrative proceedings; changes in the cost or availability of capital; growth in the areas in which the companies are doing business; weather variations affecting customer energy usage; authoritative accounting guidance; acts of terrorists; the inability of the companies' internal control framework to provide absolute assurance that all incidents of fraud or error will be detected and prevented; and other considerations, such as the effect of the volatility in the equity and fixed income markets on pension benefit cost, that may be disclosed from time to time in the companies' publicly di sseminated documents and filings. The companies undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Energy East Corporation Condensed Consolidated Statements of Income - (Unaudited)
Three months ended March 31	2005	2004
(Thousands, except per share amounts)
Operating Revenues
Sales and services	$1,637,278	$1,551,356
Operating Expenses
Electricity purchased and fuel used in generation	437,191	396,654
Natural gas purchased	519,130	483,515
Other operating expenses	179,642	208,678
Maintenance	44,546	42,662
Depreciation and amortization	67,921	78,513
Other taxes	68,031	73,642
Total Operating Expenses	1,316,461	1,283,664
Operating Income	320,817	267,692
Other (Income)	(10,067)	(5,739)
Other Deductions	4,218	3,278
Interest Charges, Net	69,736	69,990
Preferred Stock Dividends of Subsidiaries	476	988
Income From Continuing Operations   Before Income Taxes	256,454	199,175
Income Taxes	102,088	78,246
Income From Continuing Operations	154,366	120,929
Discontinued Operations   Loss from discontinued operations   Income taxes (benefits)	- -     - -	(635) (258)
Loss From Discontinued Operations	-	(377)
Net Income	$154,366	$120,552
Earnings Per Share From Continuing   Operations, basic	$1.05	$.83
Earnings Per Share From Continuing   Operations, diluted	$1.05	$.82
Earnings Per Share From Discontinued   Operations, basic and diluted	- -	- -
Earnings Per Share, basic	$1.05	$.83
Earnings Per Share, diluted	$1.05	$.82
Dividends Paid Per Share	$.275	$.26
Average Common Shares Outstanding, basic	146,875	146,085
Average Common Shares Outstanding, diluted	147,196	146,428

The notes on pages 27 through 33 are an integral part of the condensed consolidated financial statements.

Energy East Corporation Condensed Consolidated Balance Sheets - (Unaudited)
	March 31, 2005	Dec. 31,   2004
(Thousands)
Assets
Current Assets
Cash and cash equivalents	$267,222	$247,120
Accounts receivable, net	904,453	821,556
Fuel, at average cost	50,295	198,640
Materials and supplies, at average cost	28,348	26,592
Accumulated deferred income tax benefits, net	29,224	33,969
Prepayments and other current assets	181,587	95,629
Total Current Assets	1,461,129	1,423,506
Utility Plant, at Original Cost
Electric	5,298,712	5,282,828
Natural gas	2,502,168	2,493,455
Common	424,883	420,372
	8,225,763	8,196,655
Less accumulated depreciation	2,644,766	2,602,013
Net Utility Plant in Service	5,580,997	5,594,642
Construction work in progress	87,327	67,526
Total Utility Plant	5,668,324	5,662,168
Other Property and Investments, Net	211,665	190,148
Regulatory and Other Assets
Regulatory assets
Nuclear plant obligations	341,544	356,072
Unfunded future income taxes	116,978	115,446
Unamortized loss on debt reacquisitions	56,452	58,345
Environmental remediation costs	126,255	122,052
Nonutility generator termination agreements	95,345	96,158
Other	307,939	419,214
Total regulatory assets	1,044,513	1,167,287
Other assets
Goodwill, net	1,525,353	1,525,353
Prepaid pension benefits	718,943	657,402
Other	254,278	170,249
Total other assets	2,498,574	2,353,004
Total Regulatory and Other Assets	3,543,087	3,520,291
Total Assets	$10,884,205	$10,796,113

The notes on pages 27 through 33 are an integral part of the condensed consolidated financial statements.

Energy East Corporation Condensed Consolidated Balance Sheets - (Unaudited)
	March 31, 2005	Dec. 31,   2004
(Thousands)
Liabilities
Current Liabilities
Current portion of long-term debt	$57,108	$59,231
Notes payable	124,982	206,472
Accounts payable and accrued liabilities	401,808	454,876
Interest accrued	59,567	43,469
Taxes accrued	110,042	8,568
Other	129,428	184,227
Total Current Liabilities	882,935	956,843
Regulatory and Other Liabilities
Regulatory liabilities
Accrued removal obligation	776,331	762,520
Deferred income taxes	3,030	21,487
Gain on sale of generation assets	178,957	233,378
Pension benefits	22,627	25,354
Other	96,082	107,932
Total regulatory liabilities	1,077,027	1,150,671
Other liabilities
Deferred income taxes	1,037,942	973,599
Nuclear plant obligations	244,754	251,753
Other postretirement benefits	423,279	419,885
Environmental remediation costs	153,241	150,263
Other	414,711	417,485
Total other liabilities	2,273,927	2,212,985
Total Regulatory and Other Liabilities	3,350,954	3,363,656
Debt owed to subsidiary holding solely parent debentures	355,670	355,670
Other long-term debt	3,415,792	3,442,015
Total long-term debt	3,771,462	3,797,685
Total Liabilities	8,005,351	8,118,184
Commitments	-	-
Preferred Stock of Subsidiaries  Redeemable solely at the option of subsidiaries	46,671	46,671
Common Stock Equity  Common stock	1,474	1,471
Capital in excess of par value	1,483,415	1,477,518
Retained earnings	1,315,535	1,201,533
Accumulated other comprehensive income (loss)	37,115	(43,561)
Deferred compensation	(3,744)	(5,020)
Treasury stock, at cost	(1,612)	(683)
Total Common Stock Equity	2,832,183	2,631,258
Total Liabilities and Stockholders' Equity	$10,884,205	$10,796,113

The notes on pages 27 through 33 are an integral part of the condensed consolidated financial statements.

Energy East Corporation CondensedConsolidated Statements of Cash Flows - (Unaudited)
Three months ended March 31	2005	2004
(Thousands)
Net Cash Provided by Operating Activities	$244,369	$370,613
Investing Activities
Utility plant additions	(61,821)	(49,261)
Other property and investments additions	(19,489)	(381)
Other property and investments sold	19	88
Other	(235)	15
Net Cash Used in Investing Activities	(81,526)	(49,539)
Financing Activities
Issuance of common stock	991	212
Repurchase of common stock	(929)	(6,071)
Repayments of preferred stock of subsidiaries	-	(1,250)
Long-term note repayments	(28,330)	(746)
Notes payable three months or less, net	(81,490)	(118,580)
Book overdraft	2,847	(10,630)
Dividends on common stock	(35,830)	(33,323)
Net Cash Used in Financing Activities	(142,741)	(170,388)
Net Increase in Cash and Cash Equivalents	20,102	150,686
Cash and Cash Equivalents, Beginning of Period	247,120	147,856
Cash and Cash Equivalents, End of Period	$267,222	$298,542

The notes on pages 27 through 33 are an integral part of the condensed consolidated financial statements.

Energy East Corporation CondensedConsolidated Statements of Retained Earnings - (Unaudited)
Three months ended March 31	2005	2004
(Thousands)
Balance, Beginning of Period	$1,201,533	$1,126,457
Add net income	154,366	120,552
Deduct dividends on common stock	40,364	37,975
Balance, End of Period	$1,315,535	$1,209,034

The notes on pages 27 through 33 are an integral part of the condensed consolidated financial statements.

Energy East Corporation Condensed Consolidated Statements of Comprehensive Income - (Unaudited)
Three months ended March 31	2005	2004
(Thousands)
Net income	$154,366	$120,552
Other comprehensive income, net of tax
Net unrealized gains (losses) on investments, net of income tax     (expense) benefit of $ - for 2005 and 2004	(23)	20
Unrealized gains on derivatives qualified as hedges, net of     income tax (expense) of $(28,868) for 2005 and $(12,517) for 2004	48,356	18,707
Reclassification adjustment for (gains) losses included in net income,     net of income tax expense (benefit) of $(21,371) for 2005 and     $5,300 for 2004	32,343	(7,992)
Net unrealized gains on derivatives qualified as hedges	80,699	10,715
Total other comprehensive income	80,676	10,735
Comprehensive Income	$235,042	$131,287

The notes on pages 27 through 33 are an integral part of the condensed consolidated financial statements.

Item 2.  Management's Discussion and Analysis of Financial Condition
             and Results of Operations

Energy East Corporation

Overview

Energy East's primary operations, its electric and natural gas utility operations, are subject to rate regulation. The approved regulatory treatment on various matters could significantly affect the company's financial position and results of operations. Energy East has long-term rate plans for New York State Electric & Gas Corporation, Rochester Gas & Electric Corporation, Central Maine Power Company, Connecticut Natural Gas Corporation, The Southern Connecticut Gas Company and The Berkshire Gas Company. The plans presently provide for sharing of achieved savings among customers and shareholders, allow for recovery of certain costs including exogenous and stranded costs, and provide stable rates for customers and revenue predictability for those six operating companies. However, the CNG and SCG plans expire at the end of September 2005, and SCG has filed a one-year rate case while CNG intends to operate with the rates established in its current long term plan following its termination.

Energy East's management focuses its strategic efforts on those areas of the company that it believes would have the greatest effect on shareholder value. Efficient operations are a key aspect of increasing shareholder value. Management has implemented plans to achieve savings through a company-wide restructuring that was completed in early 2004 and continued consolidation of utility support services.

The continuing uncertainty in the evolution of the utility industry, particularly the electric utility industry, has resulted in several federal and state regulatory proceedings that could significantly affect operations, although the outcomes of the proceedings are difficult to predict. Those proceedings could affect the nature of the electric and natural gas utility industries in New York and New England.

The company engages in various investing and financing activities to meet its strategic objectives. The primary goal of investing activities is to maintain a reliable energy delivery infrastructure. Investing activities are funded primarily with internally generated funds. Financing activities are focused on maintaining adequate liquidity, improving credit quality and minimizing the cost of capital.

Strategy

Energy East has maintained a consistent "pipes and wires" strategy over the past several years, focusing on the transmission and distribution of electricity and natural gas rather than the more volatile generation and energy trading businesses. Achieving operating excellence and efficiencies throughout the company is central to this strategy. While Energy East has sold certain noncore businesses and the last of its substantial regulated generation assets, investment in infrastructure that supports the electric and natural gas delivery systems will continue in 2005. Utility Shared Services Corporation, a subsidiary of Energy East, has improved efficiencies and achieved savings through the integration of the companies' information systems, purchasing, accounting and finance functions.

The company's long-term rate plans continue to be a critical component of its success. While specific provisions may vary among the company's public utility subsidiaries, the overall strategy includes creating stable rate environments that allow the companies to earn a fair return while minimizing price increases and sharing benefits with customers.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Energy East Corporation

Electric Delivery Business

The company's electric delivery business consists primarily of its regulated electricity transmission, distribution and generation operations in upstate New York and Maine.

RG&E Electric Rate Unbundling: In June 2003, as required by an NYPSC Order issued in March 2003, RG&E filed documentation with the NYPSC to unbundle commodity charges from delivery charges and to create electric commodity options for all customers. The Electric Rate Agreement provides for that unbundling and for the commodity options. Beginning January 1, 2005, customers have an opportunity to choose to purchase commodity service from RG&E at a fixed rate or at a price that varies monthly based on the market price of electricity. Alternatively, customers may continue to choose to purchase their commodity service from an ESCO. Customers enrolled in these new commodity options between October 1, 2004, and December 31, 2004. Customers who did not make a choice will be served under RG&E's variable price option. Approximately 77% of those customers who made a choice selected RG&E's fixed price option. About 25% of RG&E's load is now served under that option.

Errant Voltage: In January 2005 the NYPSC issued an Order Instituting Safety Standards in response to a pedestrian being electrocuted from contact with an energized service box cover in New York City, which is outside the company's service territory. All New York utilities were directed to respond to that order by February 19, 2005, with a report that provided a detailed voltage testing program, an inspection program and schedule, safety criteria applied to each program, a quality assurance program, a training program for testing and inspections and a description of current or planned research and development activities related to errant voltage and safety issues. The Order Instituting Safety Standards also denies utility requests for recovery of implementation costs and establishes criteria for utilities seeking authorization to recover costs as an incremental expense. In addition, penalties for failure to achieve annual perform ance targets for testing and inspections were established at 75 basis points each. NYSEG and RG&E have reviewed the NYPSC order and jointly filed in early February 2005, with two other New York State utilities, a petition for rehearing that focuses on several areas including the impracticability of the timetable established in the order. In addition, NYSEG and RG&E filed a separate petition for rehearing dealing with the recovery of incremental costs of complying with the order. NYSEG and RG&E do not know what actions will be taken on the petitions for rehearing. In response to the order, in late February 2005 NYSEG and RG&E filed a testing and inspection plan that is consistent with the timetable identified in the above noted joint petition for rehearing. NYSEG and RG&E have begun to implement their plans, including testing of equipment, according to the timetable set by the NYPSC.

NYPSC Collaborative on End State of Energy Competition: In March 2000 the NYPSC instituted a proceeding to address the future of competitive electric and natural gas markets, including the role of regulated utilities in those markets. Other objectives of the proceeding include identifying and suggesting actions to eliminate obstacles to the development of those competitive markets and providing recommendations concerning provider of last resort and related issues. In January 2004 the NYPSC issued a notice seeking additional comments in light of the passage of time and the evolution of competitive markets. In March and April 2004 NYSEG and RG&E submitted comments supporting periodic assessment of the retail competitive marketplace and opposing the adoption of any policies restricting customer choice

Management's Discussion and Analysis of Financial Condition and Results of Operations

Energy East Corporation

of supplier or limiting the availability of supply options from any particular supplier. NYSEG and RG&E believe that the NYPSC should not adopt a single end-state vision for New York and should maintain flexibility by addressing each utility in the context of that utility's unique circumstances.

On August 25, 2004, the NYPSC issued a Statement of Policy on Further Steps Toward Competition in Retail Energy Markets recommending that all potentially competitive utility functions be opened to competition. While it is not possible to determine when markets will become workably competitive, all utilities will be required to prepare plans to foster the development of retail energy markets. The plans can vary by individual utility, and NYSEG and RG&E do not expect that statement of policy to affect their commodity service options under their current rate plans. NYSEG and RG&E filed their retail access plans with the NYPSC on April 14, 2005. As part of its filing, NYSEG requested NYPSC approval, by September 30, 2005, to continue offering its current commodity options to customers, with new two-year commodity offering programs beginning January 1, 2007, that are the same as its current program except for the addition of a program to facilitate ESCO market participation by NYSEG billing an d collecting directly from ESCO customers.

NYSEG and RG&E have also supplied comments in NYPSC proceedings involving other investor-owned utilities regarding programs designed to encourage customers to migrate from utilities to ESCOs. NYSEG and RG&E believe that the "PowerSwitch" program implemented by Orange and Rockland Utilities, Inc., which is being touted as a model for the rest of the state, is flawed. In their filing, NYSEG and RG&E have questioned whether the program is consistent with the NYPSC's Uniform Business Practices. NYSEG and RG&E believe the program results may be suspect and should not be used as a basis to expand the program to other utilities.

NYSEG and RG&E are not able to predict what effect, if any, these latest developments will have on their future operations.

CMP Alternative Rate Plan: ARP 2000 began on January 1, 2001, and continues through December 31, 2007, with price changes, if any, occurring on July 1, in the years 2002 through 2007. On March 15, 2005, CMP submitted its annual compliance filing under ARP 2000. CMP's filing includes a distribution price decrease of approximately 1% as a result of inflation being less than the productivity offset for 2005. In addition, CMP anticipates a transmission rate change in June 2005 to reflect updates to the formula rates for 2004 costs.

Transmission Planning and Expansion and Generation Interconnection: In March 2005 the NYISO submitted a report to the FERC proposing details concerning an economic planning process, which was designed by the NYISO and its market participants. The process provides for expanded reporting of historical congestion, congestion forecasting, examination of market rules for providing enhanced market-based initiatives and reliability analysis of proposed economic upgrades. NYSEG and RG&E support the NYISO's planning process.

NYISO Billing Adjustment: The NYISO frequently bills transmission owners on a retroactive basis when adjustments are necessary. Such retroactive billings can cover several months or years and cannot be reasonably estimated. NYSEG and RG&E record transmission revenue or expense as appropriate when revised amounts can be estimated. On January 25, 2005, the

Management's Discussion and Analysis of Financial Condition and Results of Operations

Energy East Corporation

NYISO notified the NYTOs, including NYSEG and RG&E, of errors related to transmission congestion contract billings for periods including May 2000 through October 2002. Preliminary estimates released in the first quarter indicate net charges, excluding interest, of approximately $0.7 million for NYSEG and less than $0.1 million for RG&E for the periods in question.

In March 2005 the NYISO received a FERC order directing it to modify certain energy prices for May 8 and 9, 2000, and to rebill NYISO market participants, including RG&E. On April 4, 2005, requests for rehearing of this order were filed with the FERC. RG&E recorded an estimated charge of $2 million related to the rebilling during the first quarter of 2005.

Natural Gas Delivery Business

The company's natural gas delivery business consists of its regulated natural gas transportation, storage and distribution operations in New York, Connecticut, Maine and Massachusetts.

NYPSC Collaborative on End State of Energy Competition: See Electric Delivery Business.

SCG Request for Recovery of Exogenous Costs: In December 2003 SCG filed an application with the DPUC to recover approximately $21 million of exogenous costs under its approved IRP. The exogenous costs to be recovered include qualified pension and other postretirement benefits expenses, taxes, uncollectible expense and the cost of SCG's Customer Hardship Arrearage Forgiveness Program. Those costs were the result of events that were unanticipated and beyond SCG's control. SCG's IRP decision, approved by the DPUC, allows SCG to petition the DPUC for relief from substantial and material costs resulting from such exogenous events. The DPUC established a docket for this proceeding and hearings were held in April 2004. On October 27, 2004, the DPUC issued a final decision that denied current recovery of exogenous costs but recognized that the costs would be reviewed in SCG's next rate case. On December 9, 2004, SCG filed an appeal with the Connecticut Superior Court concerning certain aspects of the D PUC's decision. The current schedule calls for the SCG brief to be filed on May 11, 2005, and the DPUC's brief to be filed on July 11, 2005.

SCG Regulatory Proceeding: SCG's IRP expires September 30, 2005. As a result of the DPUC's decision denying recovery of exogenous costs, SCG filed a one year rate case on April 29, 2005, requesting approximately $35 million of additional revenues, which is an increase of approximately 11% compared to revenues based on current rates. The rate filing requests, among other items, greater recovery of deferred costs, similar to SCG's request for recovery of exogenous costs.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Energy East Corporation

Other Matters

New Accounting Standards

Statement 123R: In December 2004 the FASB issued Statement 123R, which is a revision of Statement No. 123. Statement 123R requires a public entity to measure the cost of employee services that it receives in exchange for an award of equity instruments based on the grant-date fair value of the award and recognize that cost over the period during which the employee is required to provide service in exchange for the award. Statement 123R also requires a public entity to initially measure the cost of employee services received in exchange for an award of liability instruments based on the award's current fair value, subsequently remeasure the fair value of the award at each reporting date through the settlement date and recognize changes in fair value during the required service period as compensation cost over that period. The company's adoption of Statement 123R as of January 1, 2006, is not expected to have a material effect on its financial position, results of operations or cash flow s. (See Note 5 to the Condensed Financial Statements.)

FIN 47: In March 2005 the FASB issued FIN 47. FIN 47 clarifies that the term "conditional asset retirement obligation" as used in Statement 143 refers to an entity's "legal obligation to perform an asset retirement activity in which the timing and (or) method of settlement are conditional on a future event that may or may not be within the control of the entity." FIN 47 requires that if an entity has sufficient information to reasonably estimate the fair value of the liability for a conditional asset retirement obligation, it must recognize that liability at the time the liability is incurred. The company does not expect that its application of FIN 47 effective December 31, 2005, will have a material effect on its financial position, results of operations or cash flows. (See Note 5 to the Condensed Financial Statements.)

(a) Liquidity and Capital Resources

Operating Activities: Significant operating activities that affected liquidity and cash flows during the first three months of 2005 included the following:

• A $25 million refund to RG&E customers using proceeds from the sale of Ginna, pursuant to the RG&E Electric Rate Agreement. The RG&E Electric Rate Agreement requires additional refunds of $15 million in 2006 and $10 million in 2007.
• Contributions of $54 million to certain of the company's pension plans. These contributions are intended to bring these plans closer to a fully-funded position. No additional contributions are anticipated for this year. (See report on Form 10-K for Energy East, CMP and RG&E for fiscal year ended December 31, 2004, Item 8, Financial Statements and Supplementary Data.)
• Natural gas inventories were reduced by $148 million as they were drawn down during the heating season.
• Amounts owed to customers under levelized payment plans decreased by $51 million.
• Accounts receivable increased by $83 million.

While the last three items are typical for the first quarter of the year, the changes were greater in 2005 than in 2004 due to higher wholesale prices of both electricity and natural gas and the related increases in customer bills.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Energy East Corporation

Investing Activities: Capital spending for the first three months of 2005 was $62 million. Capital spending is projected to be $388 million for 2005 and is expected to be paid for principally with internally generated funds. Capital spending will be primarily for the extension of energy delivery service, necessary improvements to existing facilities, compliance with environmental requirements and governmental mandates, a customer care system and an Infrastructure Replacement Program.

Financing Activities: The financing activities discussed below include those activities necessary for the company and its principal subsidiaries to maintain adequate liquidity, improve credit quality and ensure access to capital markets. Activities include maintenance of credit facilities, minimal common stock issuances and various medium-term and long-term debt arrangements.

During the three months ended March 31, 2005, the company issued 209,212 shares of common stock, at an average price of $26.41 per share, through its Investor Services Program. The shares issued were original issue shares.

In April 2005 the company awarded 236,406 shares of its common stock, issued out of its treasury stock, to certain employees through its Restricted Stock Plan and recorded deferred compensation of $6 million based on the market price of $26.12 per share of common stock on the date of the award.

On March 24, 2005, NYSEG filed a Form 15 with the Securities and Exchange Commission, terminating its status as a registrant under the Securities Exchange Act of 1934 (Exchange Act). NYSEG will no longer file reports on Forms 10-K, 10-Q or 8-K. CMP also intends to terminate its Exchange Act registration, following its redemption of a series of outstanding preferred stock during the second quarter of 2005. The company does not expect that the termination of NYSEG's or CMP's Exchange Act registrations will materially impair their access to, or cost of, capital.

During the first quarter of 2005 NYSEG auctioned $100 million of Series 2004C pollution control revenue bonds for a period of five years through January 2010, at 3.245%. NYSEG also converted $60 million of Series 1985A pollution control revenue bonds from an annual term put mode to a fixed rate of 4.10% through maturity on March 15, 2015.

In March 2005 CMP redeemed at par $25 million of its Series E, 8.125% medium-term notes with proceeds from the issuance of short-term debt. In April 2005 CMP issued $25 million of Series F medium-term notes at 5.78% with a 30-year maturity.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Energy East Corporation

(b) Results of Operations

Three months ended March 31	2005	2004
(Thousands, except per share amounts)
Operating Revenues	$1,637,278	$1,551,356
Operating Income	$320,817	$267,692
Income from Continuing Operations	$154,366	$120,929
Net Income	$154,366	$120,552
Average Common Shares Outstanding, basic	146,875	146,085
Earnings Per Share from Continuing Operations, basic	$1.05	$.83
Earnings Per Share, basic	$1.05	$.83
Dividends Paid Per Share	$.275	$.26

Earnings Per Share

Earnings per share, basic for the quarter ended March 31, 2005, increased 22 cents compared to the quarter ended March 31, 2004, primarily because of:

• An increase of 6 cents per share due to higher margins on electric sales,
• An increase of 6 cents per share due to higher other electric revenues including a nonrecurring credit for CMP from a NUG contract restructuring incentive and the annual Ginna sale incentive for RG&E,
• An increase of 6 cents per share resulting from lower stock option expense,
• An increase of 2 cents due to reductions in other taxes and interest expense, and
• An increase of 2 cents due to higher net revenues on natural gas sales.

Operating Results for the Electric Delivery Business

Three months ended March 31	2005	2004
(Thousands)
Retail Deliveries - Megawatt-hours	8,076	8,051
Operating Revenues	$768,322	$730,595
Operating Expenses	$584,436	$586,195
Operating Income	$183,886	$144,400

Operating Revenues: The $38 million increase in operating revenues for the first quarter of 2005 was primarily the result of:

• An increase of $32 million due to higher prices for retail electric energy supplied by the company under various commodity options,
• An increase of $21 million in other electric revenues including $6 million for CMP resulting from a NUG restructuring incentive, and for RG&E $3 million for the annual Ginna sale incentive and $8 million from amortization of the ASGA to offset the incremental cost of power as a result of the Ginna sale.

Those increases were partially offset by:

• A decrease of $14 million as a result of lower sales of electric energy due to customer migration to other supply options.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Energy East Corporation

Operating Expenses: The $2 million decrease in operating expenses for the first quarter of 2005 was primarily the result of:

• A reduction of $10 million due to lower stock option expense, and
• A reduction of $2 million in other taxes.

Those decreases were substantially offset by:

• A net increase of $1 million in operating expenses as a result of the sale of Ginna, reflecting an increase in purchased power costs of $37 million, partially offset by decreases of $20 million in other operating and maintenance expenses, $13 million in depreciation and $3 million in other taxes,
• An increase of $3 million in depreciation, excluding Ginna, and
• Increases in various other operating and maintenance expenses, excluding Ginna, totaling $4 million.

Operating Results for the Natural Gas Delivery Business

Three months ended March 31	2005	2004
(Thousands)
Retail Deliveries - Dekatherms	86,256	87,597
Operating Revenues	$721,197	$681,724
Operating Expenses	$587,065	$556,706
Operating Income	$134,132	$125,018

Operating Revenues: Operating revenues for the first quarter of 2005 increased $39 million primarily as a result of:

• An increase of $47 million as a result of higher market prices of natural gas that were passed on to customers, and
• An increase of $4 million in other natural gas revenues.

Those increases were partially offset by:

• Decreases in natural gas deliveries of $13 million. Although temperatures for 2005 and 2004 were comparable for the quarter, customer usage declined.

Operating Expenses: Operating expenses for the first quarter of 2005 increased $30 million primarily as a result of:

• An increase of $44 million due to higher market prices of purchased natural gas.

That increase was partially offset by:

• A reduction of $9 million because of lower volumes of natural gas purchases, and
• A reduction of $5 million in other operating and maintenance costs.

Item 1.  Financial Statements

Central Maine Power Company Condensed Consolidated Balance Sheets - (Unaudited)
	March 31, 2005	Dec. 31,   2004
(Thousands)
Assets
Current Assets
Cash and cash equivalents	$15,427	$12,580
Accounts receivable, net	126,309	124,197
Materials and supplies, at average cost	8,156	6,940
Accumulated deferred income tax benefits, net	1,296	1,414
Prepayments and other current assets	5,376	9,002
Total Current Assets	156,564	154,133
Utility Plant, at Original Cost
Electric	1,383,137	1,381,274
Less accumulated depreciation	478,946	477,181
Net Utility Plant in Service	904,191	904,093
Construction work in progress	10,106	8,304
Total Utility Plant	914,297	912,397
Other Property and Investments, Net	25,067	23,318
Regulatory and Other Assets
Regulatory assets
Nuclear plant obligations	138,565	146,362
Unfunded future income taxes	108,748	108,748
Unamortized loss on debt reacquisitions	7,239	7,473
Demand-side management program costs	3,513	3,867
Nonutility generator termination agreement	6,185	4,693
Other	42,723	90,320
Total regulatory assets	306,973	361,463
Other assets
Goodwill, net	324,938	324,938
Prepaid pension benefits	64,524	31,800
Other	12,736	13,599
Total other assets	402,198	370,337
Total Regulatory and Other Assets	709,171	731,800
Total Assets	$1,805,099	$1,821,648

The notes on pages 27 through 33 are an integral part of the condensed consolidated financial statements.

Central Maine Power Company Condensed Consolidated Balance Sheets - (Unaudited)
	March 31, 2005	Dec. 31,   2004
(Thousands)
Liabilities
Current Liabilities
Current portion of long-term debt	$23,028	$23,015
Notes payable	55,000	37,500
Accounts payable and accrued liabilities	60,894	61,514
Interest accrued	1,734	5,470
Taxes accrued	14,971	7,367
Other	26,928	30,223
Total Current Liabilities	182,555	165,089
Regulatory and Other Liabilities
Regulatory liabilities
Accrued removal obligation	89,615	87,710
Deferred income taxes	85,725	82,266
Gain on sale of generation assets	5,036	40,126
Other	720	28,470
Total regulatory liabilities	181,096	238,572
Other liabilities
Deferred income taxes	79,169	76,383
Nuclear plant obligations	138,751	146,361
Other postretirement benefits	82,105	81,995
Environmental remediation costs	2,825	3,070
Other	125,971	125,857
Total other liabilities	428,821	433,666
Total Regulatory and Other Liabilities	609,917	672,238
Long-term debt	265,799	291,546
Total Liabilities	1,058,271	1,128,873
Commitments	-	-
Preferred Stock  Preferred stock	35,571	35,571
Common Stock Equity  Common stock	156,057	156,057
Capital in excess of par value	513,089	482,984
Retained earnings	66,716	41,238
Accumulated other comprehensive (loss)	(24,605)	(23,075)
Total Common Stock Equity	711,257	657,204
Total Liabilities and Stockholder's Equity	$1,805,099	$1,821,648

The notes on pages 27 through 33 are an integral part of the condensed consolidated financial statements.

Central Maine Power Company Condensed Consolidated Statements of Income - (Unaudited)
Three months ended March 31	2005	2004
(Thousands)
Operating Revenues
Sales and services	$174,848	$162,750
Operating Expenses
Electricity purchased	61,900	62,973
Other operating expenses	43,138	42,549
Maintenance	9,183	7,825
Depreciation and amortization	9,859	8,124
Other taxes	4,085	4,117
Total Operating Expenses	128,165	125,588
Operating Income	46,683	37,162
Other (Income)	(1,389)	(1,052)
Other Deductions	222	136
Interest Charges, Net	6,019	6,141
Income Before Income Taxes	41,831	31,937
Income Taxes	15,992	11,109
Net Income	25,839	20,828
Preferred Stock Dividends	361	361
Earnings Available for Common Stock	$25,478	$20,467

The notes on pages 27 through 33 are an integral part of the condensed consolidated financial statements.

Central Maine Power Company Condensed Consolidated Statements of Cash Flows - (Unaudited)
Three months ended March 31	2005	2004
(Thousands)
Net Cash (Used in) Provided by Operating Activities	$(8,098)	$47,411
Investing Activities
Utility plant additions	(10,538)	(9,790)
Other	(229)	4
Net Cash Used in Investing Activities	(10,767)	(9,786)
Financing Activities
Equity contribution from parent	30,000	-
Long-term note repayments	(25,735)	(729)
Notes payable three months or less, net	17,500	3,000
Book overdraft	308	-
Dividends on common and preferred stock	(361)	(25,361)
Net Cash Used in Financing Activities	21,712	(23,090)
Net Increase in Cash and Cash Equivalents	2,847	14,535
Cash and Cash Equivalents, Beginning of Period	12,580	11,640
Cash and Cash Equivalents, End of Period	$15,427	$26,175

The notes on pages 27 through 33 are an integral part of the condensed consolidated financial statements.

Central Maine Power Company Condensed Consolidated Statements of Retained Earnings - (Unaudited)
Three months ended March 31	2005	2004
(Thousands)
Balance, Beginning of Period	$41,238	$35,072
Add net income	25,839	20,828
	67,077	55,900
Deduct Dividends on Capital Stock
Preferred	361	361
Common	-	25,000
	361	25,361
Balance, End of Period	$66,716	$30,539

The notes on pages 27 through 33 are an integral part of the condensed consolidated financial statements.

Central Maine Power Company Condensed Consolidated Statements of Comprehensive Income - (Unaudited)
Three months ended March 31	2005	2004
(Thousands)
Net income	$25,839	$20,828
Other comprehensive income, net of tax
Net unrealized (losses) on derivatives qualified as hedges, net of     income tax benefit of $1,290 for 2005	(1,515)	- -
Reclassification adjustment for derivative (gains) included in net      income, net of income tax expense of $- for 2005	(15)	- -
Total other comprehensive income (loss)	(1,530)	-
Comprehensive Income	$24,309	$20,828

The notes on pages 27 through 33 are an integral part of the condensed consolidated financial statements.

Item 2.  Management's Discussion and Analysis of Financial Condition
             and Results of Operations

Central Maine Power Company

Electric Delivery Business

CMP's electric delivery business consists of its regulated electricity transmission and distribution operations.

CMP Alternative Rate Plan: See Energy East's Part I, Item 2, Electric Delivery Business, for this discussion.

(a) Liquidity and Capital Resources

Operating Activities: CMP contributed $35 million to its pension plans in March 2005.

Investing Activities: Capital spending for the first three months of 2005 was $11 million. Capital spending is projected to be $55million for 2005 and is expected to be paid for principally with internally generated funds. Capital spending will be primarily for the extension of energy delivery service, necessary improvements to existing facilities and compliance with environmental requirements and governmental mandates.

Financing Activities: In March 2005 CMP redeemed at par $25 million of its Series E, 8.125% medium-term notes with proceeds from the issuance of short-term debt. In April 2005 CMP issued $25 million of Series F medium-term notes at 5.78% with a 30-year maturity.

In March 2005 Energy East made an equity infusion to CMP of $30 million to help fund a $35 million contribution to CMP's pension plans.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Central Maine Power Company

(b) Results of Operations

Three months ended March 31	2005	2004
(Thousands)
Retail Deliveries - Megawatt-hours	2,356	2,335
Operating Revenues	$174,848	$162,750
Operating Expenses	$128,165	$125,588
Operating Income	$46,683	$37,162
Earnings Available for Common Stock	$25,478	$20,467

Earnings

CMP's earnings for the first quarter of 2005 increased $5 million compared to 2004 primarily due to increases in wholesale sales and other revenues.

Operating Revenues: Operating revenues for the first quarter of 2005 increased $12 million primarily as a result of:

• Increases in other electric revenue of $8 million, including $6 million resulting from a nonrecurring NUG contract restructuring incentive, and
• Increased wholesale sales of $4 million resulting from higher prices for NUG entitlement power.

Operating Expenses: The $3 million increase in operating expenses for the quarter was primarily the result of:

• Higher maintenance costs resulting from storms occurring in the first quarter of 2005.

Item 1.  Financial Statements

Rochester Gas and Electric Corporation Condensed Balance Sheets - (Unaudited)
	March 31, 2005	Dec. 31,   2004
(Thousands)
Assets
Current Assets
Cash and cash equivalents	$107,060	$71,259
Accounts receivable, net	170,765	149,602
Fuel, at average cost	7,891	38,955
Materials and supplies, at average cost	8,466	7,850
Accumulated deferred income tax benefits, net	11,226	15,344
Prepayments and other current assets	41,400	23,719
Total Current Assets	346,808	306,729
Utility Plant, at Original Cost
Electric	1,238,223	1,231,128
Natural gas	559,720	557,472
Common	185,602	185,901
	1,983,545	1,974,501
Less accumulated depreciation	547,851	534,465
Net Utility Plant in Service	1,435,694	1,440,036
Construction work in progress	27,450	28,623
Total Utility Plant	1,463,144	1,468,659
Other Property and Investments, Net	13,100	12,649
Regulatory and Other Assets
Regulatory assets
Nuclear plant obligations	202,612	209,345
Deferred income taxes	421	1,673
Environmental remediation costs	8,713	11,814
Unamortized loss on debt reacquisitions	10,292	10,979
Nonutility generator termination agreement	89,160	91,465
Other	140,255	143,638
Total regulatory assets	451,453	468,914
Other assets
Prepaid pension benefits	42,558	37,896
Other	24,285	25,275
Total other assets	66,843	63,171
Total Regulatory and Other Assets	518,296	532,085
Total Assets	$2,341,348	$2,320,122

The notes on pages 27 through 33 are an integral part of the condensed financial statements.

Rochester Gas and Electric Corporation Condensed Balance Sheets - (Unaudited)
	March 31, 2005	Dec. 31,   2004
(Thousands)
Liabilities
Current Liabilities
Accounts payable and accrued liabilities	$108,628	$86,765
Interest accrued	8,059	9,294
Taxes accrued	21,221	12,448
Other	52,771	52,014
Total Current Liabilities	190,679	160,521
Regulatory and Other Liabilities
Regulatory liabilities
Accrued removal obligation	174,709	172,505
Unfunded future income taxes	101,482	101,873
Gain on sale of generation assets	120,451	139,229
Other	41,964	32,425
Total regulatory liabilities	438,606	446,032
Other liabilities
Deferred income taxes	185,365	180,696
Nuclear waste disposal	106,002	105,391
Other postretirement benefits	77,235	76,396
Asset retirement obligation	1,938	1,907
Environmental remediation costs	22,357	26,357
Other	45,333	46,879
Total other liabilities	438,230	437,626
Total Regulatory and Other Liabilities	876,836	883,658
Other long-term debt	697,493	697,465
Total Liabilities	1,765,008	1,741,644
Commitments	-	-
Common Stock Equity
Common stock	194,429	194,429
Capital in excess of par value	481,860	481,753
Retained earnings	15,488	19,560
Treasury stock, at cost	(117,238)	(117,238)
Accumulated other comprehensive income (loss)	1,801	(26)
Total Common Stock Equity	576,340	578,478
Total Liabilities and Stockholder's Equity	$2,341,348	$2,320,122

The notes on pages 27 through 33 are an integral part of the condensed financial statements.

Rochester Gas and Electric Corporation Condensed Statements of Income - (Unaudited)
Three months ended March 31	2005	2004
(Thousands)
Operating Revenues
Electric	$160,156	$164,184
Natural gas	155,564	149,162
Total Operating Revenues	315,720	313,346
Operating Expenses
Electricity purchased and fuel used in generation	64,039	26,631
Natural gas purchased	104,148	99,082
Other operating expenses	38,732	63,045
Maintenance	10,975	15,278
Depreciation and amortization	17,771	29,418
Other taxes	15,177	20,040
Total Operating Expenses	250,842	253,494
Operating Income	64,878	59,852
Other (Income)	(1,554)	(662)
Other Deductions	128	372
Interest Charges, Net	13,982	14,104
Income Before Income Taxes	52,322	46,038
Income Taxes	21,394	20,098
Net Income	30,928	25,940
Preferred Stock Dividends	-	513
Earnings Available for Common Stock	$30,928	$25,427

The notes on pages 27 through 33 are an integral part of the condensed financial statements.

Rochester Gas and Electric Corporation Condensed Statements of Cash Flows - (Unaudited)
Three months ended March 31	2005	2004
(Thousands)
Net Cash Provided by Operating Activities	$79,215	$97,918
Investing Activities
Utility plant additions	(9,868)	(13,493)
Nuclear generating plant decommissioning fund	-	(4,210)
Other	(232)	-
Net Cash Used in Investing Activities	(10,100)	(17,703)
Financing Activities
Repayment of preferred stock	-	(1,250)
Book overdraft	1,658	-
Dividends on common and preferred stock	(35,000)	(513)
Other	28	27
Net Cash Used in Financing Activities	(33,314)	(1,736)
Net Increase in Cash and Cash Equivalents	35,801	78,479
Cash and Cash Equivalents, Beginning of Period	71,259	17,302
Cash and Cash Equivalents, End of Period	$107,060	$95,781

The notes on pages 27 through 33 are an integral part of the condensed financial statements.

Rochester Gas and Electric Corporation Condensed Statements of Retained Earnings - (Unaudited)
Three months ended March 31	2005	2004
(Thousands)
Balance, Beginning of Period	$19,560	$121,032
Add net income	30,928	25,940
	50,488	146,972
Deduct Dividends on Capital Stock
Preferred	-	513
Common	35,000	-
	35,000	513
Balance, End of Period	$15,488	$146,459

The notes on pages 27 through 33 are an integral part of the condensed financial statements.

Rochester Gas and Electric Corporation Condensed Statements of Comprehensive Income - (Unaudited)
Three months ended March 31	2005	2004
(Thousands)
Net income	$30,928	$25,940
Other comprehensive income, net of tax
Net unrealized gains on derivatives qualified as hedges, net of     income tax (expense) of $(1,586) for 2005	2,417	- -
Reclassification adjustment for derivative (gains) included in net      income, net of income tax expense of $391 for 2005	(590)	- -
Total other comprehensive income	1,827	-
Comprehensive Income	$32,755	$25,940

The notes on pages 27 through 33 are an integral part of the condensed financial statements.

Item 2.  Management's Discussion and Analysis of Financial Condition
             and Results of Operations

Rochester Gas and Electric Corporation

Electric Delivery Business

RG&E's electric delivery business consists of its regulated electricity transmission and distribution operations in western New York. It also generates electricity from its one coal-fired plant, three gas turbines and several smaller hydroelectric stations.

RG&E Electric Rate Unbundling: See Energy East's Part I, Item 2, Electric Delivery Business, for this discussion.

Errant Voltage: See Energy East's Part I, Item 2, Electric Delivery Business, for this discussion.

NYPSC Collaborative on End State of Energy Competition: See Energy East's Part I, Item 2, Electric Delivery Business, for this discussion.

Transmission Planning and Expansion and Generation Interconnection: See Energy East's Part I, Item 2, Electric Delivery Business, for this discussion.

NYISO Billing Adjustment: See Energy East's Part I, Item 2, Electric Delivery Business, for this discussion.

Natural Gas Delivery Business

RG&E's natural gas delivery business consists of its regulated transportation, storage and distribution operations in western New York.

NYPSC Collaborative on End State of Energy Competition: See Energy East's Part I, Item 2, Electric Delivery Business, for this discussion.

(a) Liquidity and Capital Resources

Operating Activities: Cash flow from operating activities included a $25 million refund to RG&E customers from proceeds of the sale of Ginna, pursuant to the Electric Rate Agreement. The Electric Rate Agreement requires additional refunds of $15 million in 2006 and $10 million in 2007.

Investing Activities: Capital spending for the first three months of 2005 was $10 million. Capital spending is projected to be $91 million for 2005 and is expected to be paid for principally with internally generated funds. Capital spending will be primarily for the extension of energy delivery service, necessary improvements to existing facilities and compliance with environmental requirements and governmental mandates.

Financing Activities: RG&E paid a common dividend of $35 million to Energy East during the first three months of 2005.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Rochester Gas and Electric Corporation

(b) Results of Operations

Three months ended March 31	2005	2004
(Thousands)
Operating Revenues	$315,720	$313,346
Operating Income	$64,878	$59,852
Earnings Available for Common Stock	$30,928	$25,427

Earnings

RG&E's earnings for the first quarter of 2005 increased $6 million primarily because of improved results for the electric operating segment due to provisions of RG&E's Electric Rate Agreement.

Operating Results for the Electric Delivery Business

Three months ended March 31	2005	2004
(Thousands)
Retail Deliveries - Megawatt-hours	1,755	1,740
Operating Revenues	$160,156	$164,184
Operating Expenses	$122,449	$129,742
Operating Income	$37,707	$34,442

Operating Revenues: First quarter 2005 operating revenues decreased $4 million primarily as a result of:

• A decrease of $14 million in wholesale sales, and
• A decrease of $4 million in sales due to economic conditions.

Those decreases were partially offset by:

• An increase of $8 million due to the amortization of the ASGA to offset incremental supply costs resulting from the sale of Ginna,
• An increase of $4 million due to the collection of a retail access surcharge pursuant to the Electric Rate Agreement, and
• An increase of $3 million reflecting the annual credit from the ASGA to compensate RG&E for maximizing the value of the sale of Ginna, pursuant to the Electric Rate Agreement.

Operating Expenses: Operating expenses decreased $7 million in the first quarter of 2005 primarily as a result of:

• A decrease of $36 million in operating costs as a result of the sale of Ginna, including $20 million for other operating and maintenance expenses, $13 million for depreciation and $3 million for other taxes, and
• A decrease of $6 million in other operating and maintenance expenses, including $4 million from various cost control measures and $2 million from lower stock option expenses.

Those decreases in operating expenses were offset by:

• An increase of $37 million for purchases of power to replace power previously generated by Ginna.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Rochester Gas and Electric Corporation

Operating Results for the Natural Gas Delivery Business

Three months ended March 31	2005	2004
(Thousands)
Retail Deliveries - Dekatherms	23,700	24,148
Operating Revenues	$155,564	$149,162
Operating Expenses	$128,393	$123,752
Operating Income	$27,171	$25,410

Operating Revenues: Operating revenues for the first quarter of 2005 increased $6 million primarily as a result of:

• An increase of $7 million due to higher natural gas purchase costs that were passed on to customers, and
• An increase of $3 million due to the Natural Gas Rate Agreement.

Those increases are partially offset by:

• A decrease of $4 million due to lower sales primarily due to lower volume usage per customer.

Operating Expenses: Operating expenses increased $5 million in the first quarter of 2005 primarily as a result of:

• An increase of $7 million due to higher natural gas purchase costs.

Item 1.  Financial Statements

Notes to Condensed Financial Statements
for
Energy East Corporation
Central Maine Power Company
Rochester Gas and Electric Corporation

Notes to Condensed Financial Statements of Registrants:

Registrant	Applicable Notes
Energy East	1, 2, 3, 4, 5, 6, 7, 8, 9, 10
CMP	1, 2, 5, 6, 7, 8, 9, 10
RG&E	1, 2, 5, 7, 8, 9, 10

Note 1. Unaudited Condensed Financial Statements

The accompanying unaudited condensed financial statements reflect all adjustments necessary, in the opinion of the management of the registrants, for a fair presentation of the interim results. All such adjustments are of a normal, recurring nature. The year-end condensed balance sheet data presented in this quarterly report was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

Energy East's financial statements and CMP's financial statements consolidate their majority-owned subsidiaries after eliminating all intercompany transactions.

The accompanying unaudited financial statements for each registrant should be read in conjunction with the financial statements and notes contained in the report on Form 10-K filed by each registrant for the year ended December 31, 2004. Due to the seasonal nature of the registrants' operations, financial results for interim periods are not necessarily indicative of trends for a 12-month period.

Reclassifications: Certain amounts have been reclassified in the companies' unaudited financial statements to conform to the 2005 presentation and to reflect 2004 discontinued operations for Energy East.

Note 2. Other (Income) and Other Deductions

Three months ended March 31	2005	2004
(Thousands)
Energy East
Interest income	$(2,327)	$(400)
Allowance for funds used during construction	(306)	(102)
Earnings from equity investments	(1,149)	(1,667)
Gains on hedge activity	(4,163)	(847)
Miscellaneous	(2,122)	(2,723)
Total other (income)	$(10,067)	$(5,739)
Losses on hedge activity	$2,243	-
Miscellaneous	1,975	$3,278
Total other deductions	$4,218	$3,278
CMP
Interest income	$(124)	$(15)
Allowance for funds used during construction	(89)	(89)
Earnings from equity investments	(365)	(364)
Miscellaneous	(811)	(584)
Total other (income)	$(1,389)	$(1,052)
Miscellaneous	$222	$136
Total other deductions	$222	$136
RG&E
Interest income	$(518)	$331
Allowance for funds used during construction	(54)	(54)
Gains on hedge activity	(842)	-
Miscellaneous	(140)	(939)
Total other (income)	$(1,554)	$(662)
Miscellaneous	$128	$372
Total other deductions	$128	$372

Note 3. Basic and Diluted Earnings per Share

Basic EPS is determined by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The weighted-average common shares outstanding for diluted EPS include the incremental effect of restricted stock and stock options issued and exclude stock options issued in tandem with SARs. Historically, all stock options have been issued in tandem with SARs and substantially all stock option plan participants have exercised the SARs instead of the stock options. The numerator used in calculating both basic and diluted EPS for each period is the reported net income.

The reconciliation of basic and dilutive average common shares for each period follows:

Three months ended March 31	2005	2004
(Thousands)
Basic average common shares outstanding	146,875	146,085
Restricted stock awards	321	343
Potentially dilutive common shares	416	256
Options issued with SARs	(416)	(256)
Dilutive average common shares	147,196	146,428

Options to purchase shares of common stock are excluded from the determination of EPS when the exercise price of the options is greater than the average market price of the common shares during the period. Shares excluded from the EPS calculation for the three months ended March 31 were: 0.9 million in 2005 and 1.8 million in 2004.

Note 4. Discontinued Operations

In keeping with its focus on its regulated electric and natural gas delivery businesses, during recent years the company has been systematically exiting certain noncore businesses. All businesses sold were previously reported in the company's Other business segment. In July 2004 UWP, a subsidiary of CMP Group, sold the assets associated with its utility locating and construction divisions. In October 2004 Energy East Solutions, Inc., a subsidiary of The Energy Network, Inc., completed the sale of its New England and Pennsylvania natural gas customer contracts and related assets.

There were no discontinued operations in 2005. The results of discontinued operations of the businesses sold in 2004 were:

Three months ended March 31	2004
(Thousands)
Component of Energy East Solutions, Inc.
Revenues	$29,717
Loss from operations of discontinued business	$(358)
Income taxes (benefits)	(137)
Loss from discontinued operations	$(221)
Certain Divisions of Union Water Power Co.
Revenues	$5,018
Loss from operations of discontinued businesses	$(277)
Income taxes (benefits)	(121)
Loss from discontinued operations	$(156)
Totals for Discontinued Operations
Revenues	$34,735
Loss from operations of discontinued business	$(635)
Income taxes (benefits)	(258)
Loss From Discontinued Operations	$(377)

Note 5. New Accounting Pronouncements

Statement 123R: In December 2004 the FASB issued Statement 123R, which is a revision of Statement 123. Statement 123R requires a public entity to measure the cost of employee services that it receives in exchange for an award of equity instruments based on the grant-date fair value of the award and recognize that cost over the period during which the employee is required to provide service in exchange for the award. Statement 123R also requires a public entity to initially measure the cost of employee services received in exchange for an award of liability instruments based on the award's current fair value, subsequently remeasure the fair value of the award at each reporting date through the settlement date and recognize changes in fair value during the required service period as compensation cost over that period. Statement 123R was to be effective for public entities as of the beginning of the first interim or annual reporting period that begins after June 15, 2005. In March 2005 the SEC app roved a new rule that for public companies delays the effective date of Statement 123R. Under the new rule, a public company will be required to prepare financial statements in accordance with Statement 123R beginning with the first interim or annual reporting period of its first fiscal year beginning on or after June 15, 2005.

The company plans to adopt Statement 123R effective January 1, 2006, and follow the modified version of prospective application. The weighted-average fair value per share of stock options awarded in 2004, 2003 and 2002 ranged between $2.93 and $3.91, and is not expected to change significantly for future awards of stock options. As required by Statement 123R, the company will no longer defer compensation cost for awards of restricted (nonvested) stock. Instead it will recognize compensation cost and additional paid-in-capital for the nonvested stock over the period during which the employee is required to provide service in exchange for the award. The company's adoption of Statement 123R as of January 1, 2006, is not expected to have a material effect on its financial position, results of operations or cash flows.

FIN 47: In March 2005 the FASB issued FIN 47. FIN 47 clarifies that the term "conditional asset retirement obligation" as used in Statement 143 refers to an entity's "legal obligation to perform an asset retirement activity in which the timing and (or) method of settlement are conditional on a future event that may or may not be within the control of the entity." FIN 47 requires that if an entity has sufficient information to reasonably estimate the fair value of the liability for a conditional asset retirement obligation, it must recognize that liability at the time the liability is incurred. For calendar-year enterprises such as Energy East and its subsidiaries, FIN 47 is effective no later than December 31, 2005. The company plans to apply FIN 47 as of December 31, 2005. The company is currently in the process of evaluating whether it has conditional asset retirement obligations in addition to its current asset retirement obligations. The company does not expect that its applica tion of FIN 47 will have a material effect on its financial position, results of operations or cash flows.

Note 6. FIN 46R

In December 2003 the FASB issued FIN 46R, which addresses consolidation of variable interest entities. A variable interest entity is an entity that is not controllable through voting interests and/or in which the equity investor does not bear the residual economic risks and rewards. FIN 46R requires a business enterprise to consolidate a variable interest entity if that enterprise has a variable interest that will absorb a majority of the entity's expected losses. The company was required to apply FIN 46R to all entities subject to the interpretation as of March 31, 2004.

CMP and NYSEG have independent, ongoing, power purchase contracts with NUGs. CMP and NYSEG were not involved in the formation of and do not have ownership interests in any NUGs. CMP and NYSEG evaluated each of their power purchase contracts with NUGs with respect to FIN 46R. Most of the purchase contracts were determined not to be variable interests for one of the following four reasons: the contract is based on a fixed price or a market price and there is no other involvement with the NUG, the contract is short-term in duration, the contract is for a minor portion of the NUG's capacity or the NUGs are either governmental organizations or individuals.

The companies are not able to apply FIN 46R to seven remaining NUGs because they are unable to obtain the information necessary to: (1) determine if the NUGs are variable interest entities, (2) determine if either CMP or NYSEG is a NUG's primary beneficiary or (3) perform the accounting required to consolidate any of the seven NUGs. CMP requested necessary information from four NUGs and NYSEG requested information from three NUGs. None of the NUGs provided the requested information. CMP and NYSEG will continue to make efforts to obtain information from the seven NUGs.

The companies purchase electricity from the seven NUGs at above-market prices. CMP and NYSEG are not exposed to any loss as a result of their involvement with NUGs because they are allowed to recover through rates the cost of their purchases. Also, they are under no obligation to a NUG if it decides not to operate for any reason. The combined contractual capacity for the four NUGs from which CMP purchases electricity is approximately 23 megawatts. CMP's purchases from the four NUGs totaled $3 million for the three months ended March 31, 2005 and 2004. The combined contractual capacity for the three NUGs from which NYSEG purchases electricity is approximately 494 megawatts. NYSEG's purchases from the three NUGs totaled $91 million for the three months ended March 31, 2005, and $84 million for the three months ended March 31, 2004.

Neither Energy East nor CMP consolidated any NUGs at March 31, 2005 or 2004.

Note 7. Accounts Receivable

Accounts receivable for the companies include unbilled revenues as follows: Energy East - consolidated unbilled revenues of $227 million at March 31, 2005, and December 31, 2004; CMP - consolidated unbilled revenues of $22 million at March 31, 2005, and $24 million at December 31, 2004; RG&E - unbilled revenues of $39 million at March 31, 2005, and $40 million at December 31, 2004.

Note 8. Retirement Benefits

Components of net periodic benefit cost

	Pension Benefits		Postretirement Benefits
Three months ended March 31	2005	2004	2005	2004
(Thousands)
Energy East
Service cost	$9,285	$8,248	$1,549	$1,843
Interest cost	32,031	32,561	7,980	9,383
Expected return on plan assets	(52,910)	(51,318)	(556)	(664)
Amortization of prior service cost	1,249	1,164	(1,895)	(1,711)
Recognized net actuarial (gain) loss	3,952	(325)	2,635	2,211
Amortization of transition (asset)     obligation	- -	(308)	1,700	2,017
Net periodic benefit (income) cost	$(6,393)	$(9,978)	$11,413	$13,079
CMP
Service cost	$1,268	$1,101	$389	$486
Interest cost	3,551	3,462	1,784	2,043
Expected return on plan assets	(3,960)	(3,592)	(159)	(255)
Amortization of prior service cost	68	49	(370)	(157)
Recognized net actuarial loss	1,484	1,143	512	576
Net periodic benefit cost	$2,411	$2,163	$2,156	$2,693
RG&E
Service cost	$1,339	$1,506	$272	$272
Interest cost	6,803	7,467	1,444	1,525
Expected return on plan assets	(12,021)	(12,456)	-	-
Amortization of prior service cost	280	325	250	294
Recognized net actuarial (gain) loss	(914)	(1,665)	133	(22)
Amortization of transition (asset)     obligation	- -	- -	464	545
Net periodic benefit (income) cost	$(4,513)	$(4,823)	$2,563	$2,614

In March 2005 Energy East's subsidiaries contributed $54 million to their pension plans, including $35 million for CMP.

Note 9. Goodwill and Intangible Assets

The company, CMP and RG&E do not amortize goodwill and/or intangible assets with indefinite lives (unamortized intangible assets). The companies test goodwill and/or unamortized intangible assets for impairment at least annually. The companies amortize intangible assets with finite lives (amortized intangible assets) and review them for impairment. The companies completed annual impairment testing in the third quarter of 2004 and determined that there was no impairment of goodwill and/or unamortized intangible assets.

The carrying amounts of goodwill, by operating segment, were the same at March 31, 2005, and December 31, 2004, and are shown in the table below.

	Electric    Delivery	Natural Gas   Delivery	Other	Total
(Thousands)
Energy East	$844,491	$676,588	$4,274	$1,525,353
CMP	$324,938	-	-	$324,938

The company's unamortized intangible assets had a carrying amount of $10 million at March 31, 2005, and December 31, 2004, and primarily consisted of pension assets. The company's amortized intangible assets had a gross carrying amount of $32 million at March 31, 2005, and $31 million at December 31, 2004, and primarily consisted of investments in pipelines and customer lists. Accumulated amortization was $16 million at March 31, 2005, and $15 million at December 31, 2004. Estimated amortization expense for intangible assets for the next five years is approximately $2 million for 2005 and approximately $1 million each year for 2006 through 2009.

CMP's unamortized intangible assets consisted of pension assets and had a carrying amount of $2 million at March 31, 2005, and December 31, 2004. CMP's amortized intangible assets primarily consisted of technology rights and had a gross carrying amount and accumulated amortization of less than $0.3 million at March 31, 2005, and December 31, 2004. Estimated amortization expense for intangible assets is $26 thousand for 2005 and 2006 and $8 thousand for 2007, after which amortization will be complete.

RG&E has no goodwill or unamortized intangible assets. RG&E's amortized intangible assets consisted of water rights and had a gross carrying amount of $3 million and accumulated amortization of $2 million at March 31, 2005, and December 31, 2004. Estimated amortization expense for intangible assets is $78 thousand for each of the next five years, 2006 through 2010.

Note 10. Segment Information

The company's electric delivery segment consists of its regulated transmission, distribution and generation operations in New York and Maine and its natural gas delivery segment consists of its regulated transportation, storage and distribution operations in New York, Connecticut, Maine and Massachusetts. The company measures segment profitability based on net income. Other includes: the company's corporate assets, interest income, interest expense and operating expenses, intersegment eliminations and nonutility businesses.

CMP's electric delivery business, which it conducts in the State of Maine, consists of its transmission and distribution operations. All of CMP's operating results and assets relate to its electric delivery segment.

RG&E's electric delivery segment consists of its regulated transmission, distribution and generation operations. Its natural gas delivery segment consists of its regulated transportation, storage and distribution operations. RG&E measures segment profitability based on net income. RG&E operates in the State of New York.

Selected information for Energy East's and RG&E's business segments is:

	Electric      Delivery	Natural Gas     Delivery	Other	Total
(Thousands)
Three Months Ended
March 31, 2005
Operating Revenues    Energy East    RG&E	$768,322  $160,156	$721,197 $155,564	$147,759  - -	$1,637,278  $315,720
Net Income    Energy East    RG&E	$83,101  $16,172	$70,303 $14,756	$962  - -	$154,366  $30,928
March 31, 2004
Operating Revenues    Energy East    RG&E	$730,595  $164,184	$681,724 $149,162	$139,037  - -	$1,551,356  $313,346
Net Income (Loss)    Energy East    RG&E	$61,195  $13,680	$63,807 $12,260	$(4,450) - -	$120,552  $25,940
Total Assets
March 31, 2005    Energy East    RG&E	$6,742,189  $1,685,771	$3,841,934 $655,577	$300,082      -	$10,884,205  $2,341,348
December 31, 2004    Energy East    RG&E	$6,737,573  $1,670,488	$3,851,063 $649,634	$207,477  - -	$10,796,113  $2,320,122

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
(See report on Form 10-K for Energy East, CMP and RG&E for fiscal year ended December 31, 2004, Item 7A - Quantitative and Qualitative Disclosures About Market Risk.)

Commodity Price Risk: Commodity price risk is a significant issue for the company, NYSEG and RG&E, due to volatility, experienced in the electric wholesale markets. The companies manage this risk through a combination of regulatory mechanisms, such as allowing for the pass-through of the market price of electricity to customers, and through comprehensive risk management processes. These measures mitigate the companies' commodity price exposure, but do not completely eliminate it.

NYSEG, RG&E, and Energy East's energy marketing subsidiaries use electricity contracts, both physical and financial, to manage fluctuations in the cost of electricity. The cost or benefit of those contracts is included in the amount expensed for electricity purchased when the electricity is sold.

NYSEG's current electric rate plan offers retail customers choice in their electricity supply including fixed and variable rate options, and an option to purchase electricity supply from an ESCO. Approximately 40% of NYSEG's total electric load is now provided by an ESCO or at the market price. NYSEG's exposure to fluctuations in the market price of electricity is limited to the load required to serve those customers who select the bundled rate option, which combines delivery and supply service at a fixed price. NYSEG actively hedges the load required to serve customers who select the bundled rate option. As of April 29, 2005, NYSEG's load was fully hedged for on-peak periods and 99% hedged for off-peak periods for May through December 2005. A fluctuation of $1.00 per megawatt-hour in the price of electricity would change earnings less than $25,000 for May through December 2005. The percentage of NYSEG's hedged load is based on NYSEG's load forecasts, which include certain assumptions such as historical w eather patterns. Actual results could differ as a result of changes in the load compared to the load forecast.

RG&E's current electric rate plan offers retail customers choice in their electricity supply including fixed and variable rate options, and an option to purchase electricity supply from an ESCO. Approximately 75% of RG&E's total electric load is now provided by an ESCO or at the market price. Two of Energy East's affiliates offer ESCO service and are among the options that NYSEG and RG&E customers have for their electricity supply. RG&E's exposure to fluctuations in the market price of electricity is limited to the load required to serve those customers who select the fixed rate option, which combines delivery and supply service at a fixed price. Owned electric generation and long-term supply contracts significantly reduce RG&E's exposure to market fluctuations for procurement of its electric supply. RG&E actively hedges the load required to serve customers who select the fixed rate option. As of April 29, 2005, RG&E's load was fully hedged for May through December 2005. A fluc tuation of $1.00 per megawatt-hour in the price of electricity would change earnings less than $150,000 for May through December 2005. The percentage of RG&E's hedged load is based on RG&E's load forecasts, which include certain assumptions such as historical weather patterns. Actual results could differ as a result of changes in the load compared to the load forecast.

Other Comprehensive Income for the first quarter of 2005 was $81 million. That amount primarily represents the increase in value of the company's derivative positions for future commodity purchases and results from price increases for electricity in the wholesale market. Since the company's derivative positions are used only for hedging its load requirements for customers on fixed prices, Other Comprehensive Income for the quarter will have no effect on future net income.

All of Energy East's natural gas utilities have purchased gas adjustment clauses that allow them to recover through rates any changes in the market price of purchased natural gas, substantially eliminating their exposure to natural gas price risk.

NYSEG and RG&E use natural gas futures and forwards to manage fluctuations in natural gas commodity prices and provide price stability to customers. The cost or benefit of natural gas futures and forwards is included in the commodity cost, which is passed on to customers when the related sales commitments are fulfilled.

Item 4.  Controls and Procedures

The principal executive officers and principal financial officers of Energy East, CMP and RG&E evaluated the effectiveness of their respective company's disclosure controls and procedures as of the end of the period covered by this report. "Disclosure controls and procedures" are controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports that it files or submits under the Securities Exchange Act of 1934, within the time periods specified in the SEC rules and forms, is recorded, processed, summarized and reported, and is accumulated and communicated to the company's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on their evaluation, the principal executive officers and principal financial officers of Energy East, CMP and RG&E concluded that their respective company's disclosure controls and proce dures are effective.

Energy East, CMP and RG&E each maintain a system of internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Each company's system of internal control over financial reporting contains self-monitoring mechanisms and actions are taken to correct deficiencies as they are identified. There were no changes in the companies' internal control over financial reporting that occurred during each company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the respective company's internal control over financial reporting.

PART II - OTHER INFORMATION

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

(c) Issuer Purchases of Equity Securities

Energy East Corporation
Period	(a) Total number of shares purchased	(b) Average price paid per share	(c) Total number of shares purchased as part of publicly announced plans or programs	(d) Maximum number of shares that may yet be purchased under the plans or programs
Month #1   (January 1, 2005 to   January 31, 2005)	37,132(1)	$26.63	- -	- -
Month #2   (February 1, 2005 to   February 28, 2005)	4,375(2)	$26.38	- -	- -
Month #3   (March 1, 2005 to   March 31, 2005)	2,887(2)	$25.57	- -	- -
Total	44,394	$26.54	-	-

(1) Includes 2,329 shares of the company's common stock (Par Value $.01) purchased in open-market transactions on behalf of the company's Employees' Stock Purchase Plan; and 34,803 shares of the company's common stock (Par Value $.01) that were withheld to satisfy tax withholding obligations upon vesting of shares of restricted stock awarded through the company's Restricted Stock Plan.

(2) Represents shares of the company's common stock (Par Value $.01) purchased in open-market transactions on behalf of the company's Employees' Stock Purchase Plan.

CMP and RG&E had no issuer purchases of equity securities during the quarter ended March 31, 2005.

Item 6.  Exhibits

See Exhibit Index.

Signatures

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

Date:  May 5, 2005	ENERGY EAST CORPORATION                   (Registrant) By   /s/Robert E. Rude                                                   Robert E. Rude            Vice President and Controller            (Principal Accounting Officer)
Date:  May 5, 2005	CENTRAL MAINE POWER COMPANY                   (Registrant) By     /s/R. Scott Mahoney                                                 R. Scott Mahoney              Vice President - Controller,              Treasurer & Clerk              (Principal Financial Officer)
Date:  May 5, 2005	ROCHESTER GAS AND ELECTRIC CORPORATION                   (Registrant) By   /s/Joseph J. Syta                                                  Joseph J. Syta            Vice President - Controller and Treasurer            (Principal Financial Officer)

EXHIBIT INDEX

The following exhibits are delivered with this report:

Registrant	Exhibit No.	Description of Exhibit
Energy East Corporation	3-5	By-Laws of the company as amended April 7, 2005.
	(A)10-22	Annual Executive Incentive Plan Amendment No. 3.
	(A)10-23	Form of Restricted Stock Award Grant.
	31-1	Certification under Section 302 of the Sarbanes-Oxley Act of 2002.
	31-2	Certification under Section 302 of the Sarbanes-Oxley Act of 2002.
	*32	Certifications under Section 906 of the Sarbanes-Oxley Act of 2002.
Central Maine Power  Company	4-3	Sixth Supplemental Indenture dated as of April 1, 2005, relating to Medium-Term Notes, Series F, and supplementing the Indenture dated as of August 1, 1989, between the company and The Bank of New York, as trustee.
	31-1	Certification under Section 302 of the Sarbanes-Oxley Act of 2002.
	31-2	Certification under Section 302 of the Sarbanes-Oxley Act of 2002.
	*32	Certifications under Section 906 of the Sarbanes-Oxley Act of 2002.
Rochester Gas and  Electric Corporation	31-1	Certification under Section 302 of the Sarbanes-Oxley Act of 2002.
	31-2	Certification under Section 302 of the Sarbanes-Oxley Act of 2002.
	*32	Certifications under Section 906 of the Sarbanes-Oxley Act of 2002.

_________________________________

* Furnished pursuant to Regulation S-K Item 601(b)(32).

(A) Management contract or compensatory plan or arrangement.

EX-3.5

Exhibit 3-5

________________________________________________________________

ENERGY EAST CORPORATIONBy-LawsAs Amended

April 7, 2005    

________________________________________________________________

ENERGY EAST CORPORATION

_______

BY-LAWS

_______

STOCKHOLDERS' MEETINGS

     1.   All meetings of the stockholders shall be held at the principal office of the Corporation, or at such other location as shall be stated in the notice of the meeting, except when otherwise expressly provided by statute. All meetings of stockholders shall be presided over by the Chairman or by the President or a Vice President except when by statute the election of a presiding officer is required.

     2.   The annual meeting of stockholders shall be held at such date and time as shall be stated in the notice of the meeting, at which the stockholders entitled to vote shall elect directors, and transact such other business as may properly be brought before the meeting.

     3.   The holders of a majority of the votes of shares entitled to vote thereat, without regard to class or series, present in person or by proxy, shall be requisite for, and shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise expressly provided by statute, by the Certificate of Incorporation or by these By-Laws. If, however, the holders of a majority of such votes shall not be present or represented by proxy at any such meeting, the stockholders entitled to vote thereat, present in person or by proxy, shall have power, by a majority vote of those votes present or represented, to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the holders of the amount of votes requisite to constitute a quorum shall be present in person or by proxy. At any adjourned meeting at which a quorum shall be present, in person or by proxy, any business may be transacted which might have been transacted at the meeting as originally noticed.

     4.   At each meeting of stockholders each holder of record of shares of capital stock then entitled to vote shall be entitled to vote in person, or by proxy appointed by such stockholder or by his duly authorized attorney; but no proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Except as otherwise provided by statute or by the Certificate of Incorporation each holder of record of shares of capital stock entitled to vote at any meeting of stockholders shall be entitled to one vote for every share of capital stock standing in his name on the books of the Corporation. All elections shall be determined by a plurality vote. The vote for directors shall be by ballot.

     5.   A list of stockholders as of the record date, certified by the corporate officer responsible for its preparation or by a transfer agent, shall be produced at any meeting of stockholders upon the request thereat or prior thereto of any stockholder. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat, shall require such list of stockholders to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be stockholders entitled to vote thereat may vote at such meeting.

     6.   Except as may be otherwise provided in the Certificate of Incorporation, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Nominations of persons for election to the Board of Directors may be made at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors, (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this By-Law and on the record date for the determination of stockholders entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in this By-Law.

     In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

     To be timely, a stockholder's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation (a) in the case of an annual meeting, not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs; and (b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the te nth (10th) day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs.

     To be in proper written form, a stockholder's notice to the Secretary must set forth a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by the person and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder, (ii) the class or series and number of sh ares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the person(s) named in its notice and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

     No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this By-Law. If the chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

     7.   No business may be transacted at an annual meeting of stockholders, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (c) otherwise properly brought before the annual meeting by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this By-Law and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this By-Law.

     In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

     To be timely, a stockholder's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs.

     To be in proper written form, a stockholder's notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of such stockholder, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

     No business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this By-Law. If the chairman of the annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

     8.   Special meetings of the stockholders for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by notice given by or at the direction of the Chairman or the President, and shall be called by notice given by or at the direction of the Chairman, the President or the Secretary at the request in writing of a majority of the Board of Directors or at the request in writing of the holders of a majority of the votes of shares of common stock issued and outstanding. Such request shall state the purpose or purposes of the proposed meetings. No other person or persons may call or request special meetings of the stockholders.

     No business may be transacted at a special meeting of the stockholders, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Chairman, the President or the Secretary or (b) otherwise properly brought before the special meeting by or at the direction of the Board of Directors.

     9. Notice of every meeting of stockholders, setting forth the time, place and purpose or purposes thereof, shall be mailed, not less than ten nor more than sixty days prior to such meetings to all stockholders (at their respective addresses appearing on the books of the Corporation unless the stockholder shall have filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case the notice shall be mailed to the address designated in such request) entitled to vote at such meeting, of record as of a date fixed by the Board of Directors, not more than sixty days in advance of such meeting, for determining the stockholders entitled to notice of and to vote at such meeting, unless and except to the extent that such notice shall have been waived in writing either before or after the holding of such meeting by stockholders entitled to notice thereof and to vote thereat.

DIRECTORS

     10.   The property and business of the Corporation shall be managed under the direction of its Board of Directors. Directors need not be stockholders. Directors shall be elected at the annual meeting of the stockholders, or, if no such election shall be held, at a meeting called and held in accordance with the statutes of the State of New York. Each director shall be elected to hold office until the expiration of the term for which he is elected, and thereafter until a successor shall be elected and shall qualify.

     A majority of the entire Board of Directors, at any regular or special meeting, may fix the number of directors and, in the case of an increase in such number, shall thereupon elect the additional directors. No decrease in the number of directors shall shorten the term of any incumbent director. Except as otherwise provided by statute, at any meeting of the stockholders, the holders of a majority of the votes of shares of common stock issued and outstanding, voting separately as a class, may remove at any time, for cause only, any director. Directors shall not be removed without cause by the stockholders, except in the case of a director elected by the holders of any class or series of stock (other than the common stock), now or hereafter authorized, voting separately as a class or series, when so entitled by the provisions of the Certificate of Incorporation applicable thereto.

     No director who shall have attained the age of 70 shall stand for re-election as a director; provided, however, that such age limitation shall not apply in connection with the election of directors at the 2005 Annual Meeting of Stockholders.

MEETINGS OF THE BOARD

     11.   The first meeting of the Board of Directors held after the annual meeting of stockholders at which directors shall have been elected shall be held for the purpose of organization, the election of officers, and the transaction of any other business which may come before the meeting.

     12.   Regular meetings of the Board may be held without notice, except as otherwise provided by these By-Laws, at such time and place as shall from time to time be designated by the Board.

     13.   Special meetings of the Board may be called by the Chairman or by the President or a Vice President or any two directors and may be held at the time and place designated in the call and notice of the meeting. The Secretary or other officer performing his duties shall give notice either personally or by mail or telegram at least twenty-four hours before the meeting. Meetings may be held at any time and place without notice if all the directors are present or if those not present waive notice in writing either before or after the meeting.

     14.   At all meetings of the Board one-third of the total number of directors shall be requisite for and shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation or by these By-Laws.

     15.   Any regular or special meeting may be adjourned to any other time at the same or any other place by a majority of the directors present at the meeting, whether or not a quorum shall be present at such meeting, and no notice of the adjourned meeting shall be required other than announcement at the meeting.

COMPENSATION OF DIRECTORS

     16.   Directors, other than salaried officers or employees of the Corporation or of any affiliated company, shall receive compensation for their services as directors in such form and amounts and at such times as may be prescribed from time to time by the Board of Directors. All directors shall be reimbursed for their reasonable expenses, if any, for attendance at each regular or special meeting of the Board of Directors. Nothing herein contained shall be construed to preclude any director from receiving non-cash compensation for serving as a director or from serving the Corporation in any other capacity and receiving compensation therefor.

     17.   Members of the Executive Committee other than salaried officers or employees of the Corporation or of any affiliated company, shall receive compensation for their services on that committee in such form and amounts and at such times as may be prescribed from time to time by the Board of Directors.

     Members of special or standing committees, including the Executive Committee, shall be allowed such additional compensation and reimbursement for expenses as may be fixed by the Board of Directors.

EXECUTIVE COMMITTEE AND OTHER COMMITTEES

     18.   The Board of Directors may by vote of a majority of the whole Board designate three or more of their number to constitute an Executive Committee to hold office for such period as the Board shall determine. The Chairman and the President shall each be a member of the Executive Committee. The Board of Directors may likewise designate one or more alternate members who shall serve on the Executive Committee in the absence or disqualification of any regular member or members of such Committee. When a regular or alternate member of the Executive Committee ceases to be a director he shall automatically cease to be such regular or alternate member of the Executive Committee. Such Executive Committee shall, between meetings of the Board, have all the powers of the Board of Directors in the management of the business and affairs of the Corporation, except that no such committee shall have authority as to: the submission to stockholders of any action that needs stockholders' authorization under the Business Corporation Law; the filling of vacancies in the Board of Directors or in any committee; the fixing of compensation of the directors for serving on the Board or on any committee; the amendment or repeal of the By-Laws, or the adoption of new By-Laws; or the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable.

     The Executive Committee shall cause to be kept regular minutes of its proceedings, which may be transcribed in the regular minute book of the Corporation, and all such proceedings shall be reported to the Board of Directors at its next succeeding meeting, and shall be subject to revision or alteration by the Board, provided that no rights of third persons shall be affected by such revision or alteration. A majority of the Executive Committee shall constitute a quorum at any meeting. The act of a majority of the Executive Committee present at any meeting at which there is a quorum shall be the act of the Executive Committee. The Board of Directors may by vote of a majority thereof fill any vacancies in the Executive Committee. The Executive Committee may, from time to time, subject to the approval of the Board of Directors, prescribe rules and regulations for the calling and conduct of meetings of the Committee, and other matters relating to its procedure and t he exercise of its powers.

     19.   In addition to having the power to designate an Executive Committee, the Board of Directors may by vote of a majority of the whole Board designate other committees, whether special or standing, each to consist of three or more of their number, to hold office for such period as the Board shall determine. With respect to each such other committee, the Board of Directors may likewise designate one or more alternate members who shall serve in the absence or disqualification of any regular member or members of such other committee. When a regular or alternate member of such other committee ceases to be a director he shall automatically cease to be a regular or alternate member of such other committee. Each such other committee shall have authority only to the extent provided by the Board of Directors, except that no such other committee shall have authority as to: the submission to stockholders of any action that needs stockholders' authorizati on under the Business Corporation Law; the filling of vacancies in the Board of Directors or in any committee; the fixing of compensation of the directors for serving on the Board or on any committee; the amendment or repeal of the By-Laws, or the adoption of new By-Laws; or the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable. A majority of each such other committee shall constitute a quorum at any meeting thereof. The act of a majority of each such other committee present at any meeting thereof at which there is a quorum shall be the act of such other committee. The Board of Directors may by vote of a majority thereof fill any vacancies in each such other committee.

OFFICERS

     20.   The officers of the Corporation shall be chosen by the Board of Directors. The officers shall be a Chairman, one or more Assistants to the Chairman, a President, one or more Assistants to the President, one or more Vice Presidents, one or more Assistant Vice Presidents, a Secretary, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, a Controller, one or more Assistant Controllers, and such other officers as the Board may from time to time choose and appoint.

     21.   The Board of Directors, at its first meeting after the election of directors by the stockholders, shall choose a Chairman and a President from among their own number, and a Secretary, and may choose a Treasurer and a Controller, and such Assistants to the Chairman, Assistants to the President, Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and Assistant Controllers, as it shall deem necessary, none of whom need be members of the Board.

     22.   The Board may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms, and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

     23.   The salary or other compensation of the officers of the Corporation shall be fixed by the Board of Directors. The salary or other compensation of all other employees shall, in the absence of any action by the Board be fixed by the Chairman or the President or by such other officers or executives as shall be designated by the Chairman or the President.

     24.   The officers of the Corporation shall hold office until the first meeting of the Board of Directors after the next succeeding annual meeting of stockholders and until their successors are chosen and qualify in their stead. Any officer or agent elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board of Directors. Any other employee or agent of the Corporation may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board of Directors or, in the absence of any action by the Board, by the Chairman or the President or by such other officers or executives as shall have been designated by the Chairman or the President.

CHAIRMAN

     25.   The Chairman shall be the chief executive officer of the Corporation and shall, when present, preside at all meetings of the Board of Directors and of the stockholders, except as otherwise by law provided. He may sign in the name of and on behalf of the Corporation, certificates of stock, notes, and any and all contracts, agreements and other instruments of a contractual nature pertaining to matters which arise in the normal conduct and ordinary course of business of the Corporation. He shall be a member of the Executive Committee and of all standing committees except the Executive Compensation and Succession Committee, the Audit Committee and the Nominating Committee. He shall also generally have the powers and perform the duties which appertain to the office.

     The Assistants to the Chairman shall assist the Chairman in the performance of his duties and exercise and perform such other powers and duties as may be conferred or required by the Board.

PRESIDENT

     26.   The President shall, when present in the absence of the Chairman, preside at all meetings of the Board of Directors and of the stockholders, except as otherwise by law provided. He may sign in the name of and on behalf of the Corporation, certificates of stock, notes, and any and all contracts, agreements and other instruments of a contractual nature pertaining to matters which arise in the normal conduct and ordinary course of business of the Corporation. He shall be a member of the Executive Committee and of all standing committees except the Executive Compensation and Succession Committee, the Audit Committee and the Nominating Committee. He shall also generally have the powers and perform the duties which appertain to the office.

     The Assistants to the President shall assist the President in the performance of his duties and exercise and perform such other powers and duties as may be conferred or required by the Board.

VICE PRESIDENT

     27.   A Vice President may sign, in the name of and on behalf of the Corporation, certificates of stock, notes and any and all contracts, agreements and other instruments of a contractual nature pertaining to matters which arise in the normal conduct and ordinary course of business, and shall perform such other duties as the Board of Directors may prescribe.

     If there be more than one Vice President, the Board of Directors may designate one or more Vice Presidents as Executive Vice Presidents who shall have general supervision, direction and control of the business and affairs of the Corporation in the absence or disability of the Chairman and the President, and may designate one or more Vice Presidents as Senior Vice Presidents who shall have general supervision, direction and control of the business and affairs of the Corporation in the absence or disability of the Chairman and the President and the Executive Vice Presidents. A Vice President who has not been designated as Executive Vice President or as Senior Vice President shall have general supervision, direction and control of the business and affairs of the Corporation in the absence or disability of the Chairman and the President, and the Executive Vice Presidents and the Senior Vice Presidents.

     The Assistant Vice Presidents shall assist the Vice Presidents in the performance of their duties and exercise and perform such other powers and duties as may be conferred or required by the Board.

SECRETARY

     28.   The Secretary shall attend all sessions of the Board and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors. He shall be sworn to the faithful discharge of his duty. Any records kept by him shall be the property of the Corporation and shall be restored to the Corporation in case of his death, resignation, retirement or removal from office.

     He shall be the custodian of the seal of the Corporation and, when authorized by the Board of Directors or by the Chairman, the President or a Vice President, shall affix the seal to all instruments requiring it and shall attest the seal and/or the execution of such instruments, as required. He shall have control of the stock ledger, stock certificate book and minute books of the Corporation and its committees, and other formal records and documents relating to the corporate affairs of the Corporation.

     The Assistant Secretary or Assistant Secretaries shall assist the Secretary in the performance of his duties, exercise and perform his powers and duties in his absence or disability, and such powers and duties as may be conferred or required by the Board.

TREASURER

     29.  (a) The Treasurer shall have the custody of the corporate funds and securities and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors.

          (b) He shall disburse the funds of the Corporation in such manner as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Chairman, the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

          (c) He shall give the Corporation a bond if required by the Board of Directors in a sum, and with one or more sureties satisfactory to the Board, for the faithful performance of the duties of his office, and for the restoration of the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

     The Assistant Treasurer or Assistant Treasurers shall assist the Treasurer in the performance of his duties, exercise and perform his powers and duties in his absence or disability, and such powers and duties as may be conferred or required by the Board.

CONTROLLER

     30.   The Controller of the Corporation shall have full control of all the books of account of the Corporation and keep a true and accurate record of all property owned by it, of its debts and of its revenues and expenses and shall keep all accounting records of the Corporation.

     The Assistant Controller or Assistant Controllers shall assist the Controller in the performance of his duties, exercise and perform his powers and duties in his absence or disability, and such powers and duties as may be conferred or required by the Board.

VACANCIES

     31.   If the office of any director becomes vacant by reason of death, resignation, removal or disability, or any other cause, the directors then in office, except as otherwise provided in the Certificate of Incorporation, although less than a quorum, by a majority vote, may choose a successor or successors, who shall hold office until the next annual meeting of stockholders, and thereafter until a successor or successors shall be elected and shall qualify. If the office of any officer of the Corporation shall become vacant for any reason, the Board, by a majority vote of those present at any meeting at which a quorum is present, may choose a successor or successors who shall hold office for the unexpired term in respect of which such vacancy occurred.

RESIGNATIONS

     32.   Any officer or any director of the Corporation may resign at any time, such resignation to be made in writing and to take effect from the time of its receipt by the Corporation, unless some time be fixed in the resignation, and then from that time.

INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

     33.   The Corporation shall fully indemnify to the extent not prohibited by law any person made, or threatened to be made, a party to an action or proceeding, whether civil or criminal, including an investigative, administrative, legislative or other proceeding, and including an action by or in the right of the Corporation or any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, by reason of the fact that he, his testator or intestate, (i) is or was a director, officer, or employee of the Corporation or (ii) is or was serving at the request of the Corporation, 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, against any and all judgments, fines, amounts paid in settlement and expenses, including attorneys ' fees, actually and reasonably incurred as a result of or in connection with any such action or proceeding or any appeal therein, except as provided in the next paragraph.

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

     Except in the case of an action or proceeding against a director, officer, or employee specifically approved by the Board of Directors, the Corporation shall pay expenses incurred by or on behalf of such a person in defending such a civil or criminal action or proceeding (including appeals) in advance of the final disposition of such action or proceeding. Such payments shall be made promptly upon receipt by the Corporation, from time to time, of a written demand of such person for such advancement, together with an undertaking by or on behalf of such person to repay any expenses so advanced to the extent that the person receiving the advancement is ultimately found not to be entitled to indemnification for such expenses.

     The rights to indemnification and advancement of defense expenses granted by or pursuant to this By-Law (i) 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, (ii) shall be deemed to constitute contractual obligations of the Corporation to any director, officer, or employee who serves in such capacity at any time while this By-Law is in effect, (iii) are intended to be retroactive and shall be available with respect to events occurring prior to the adoption of this By-Law and (iv) shall continue to exist after the repeal or modification hereof with respect to events occurring prior thereto. It is the intent of this By-Law to require the Corporation to indemnify the persons referred to herein for the aforementioned judgments, fines, amounts paid in settlement and expenses, including attorneys' fees, in each and every circumst ance in which such indemnification could lawfully be permitted by an express provision of a by-law, and the indemnification required by this By-Law shall not be limited by the absence of an express recital of such circumstances.

     The Corporation 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, officer, or employee of the Corporation, or who is serving, or is about to serve, at the request of the Corporation, 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.

STOCK OF OTHER CORPORATIONS

     34.   The Board of Directors shall have the right to authorize any officer or other person on behalf of the Corporation to attend, act and vote at meetings of the stockholders of any corporation in which the Corporation shall hold stock, and to exercise thereat any and all the rights and powers incident to the ownership of such stock and to execute waivers of notice of such meetings and calls therefor; and authority may be given to exercise the same either on one or more designated occasions, or generally on all occasions until revoked by the Board. In the event that the Board shall fail to give such authority, such authority may be exercised by the Chairman or the President in person or by proxy appointed by him on behalf of the Corporation.

CERTIFICATES OF STOCK

     35.   Stock of the Corporation may be in certificated or uncertificated form. Stock of the Corporation represented by certificates shall be numbered and shall be entered in the books of the Corporation as the certificates are issued. The certificates shall exhibit the holder's name and number of shares and shall be signed by the Chairman, President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, and the seal of the Corporation shall be affixed thereto. Where any such certificates of stock are signed by a transfer agent and by a registrar, the signatures of the Chairman, President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary upon any such certificates, if authorized by the Board of Directors, may be made by engraving, lithographing or printing thereon a facsimile of such signatures, in lieu of actual signatures, and such fa csimile signatures so engraved, lithographed or printed thereon shall have the same force and effect as if such officers had actually signed the same.

     In case any officer who has signed, or whose facsimile signature has been affixed to, any such certificate shall cease to be such officer before such certificate shall have been delivered by the Corporation, such certificate may nevertheless be issued and delivered as though the person who signed such certificate, or whose facsimile signature has been affixed thereto, had not ceased to be such officer of the Corporation.

     To the extent permitted by law, some or all of any or all classes and series of stock of the Corporation may be uncertificated stock, provided that no stock represented by a certificate shall be registered on the books of the Corporation as uncertificated stock until such certificate is surrendered to the Corporation.

TRANSFERS OF STOCK

     36.   Transfers of certificated stock shall be made on the books of the Corporation only upon the request of the person named in the certificate or by attorney, lawfully constituted in writing, and upon surrender of the certificate therefor.

     Transfers of uncertificated stock shall be made on the books of the Corporation only upon the request of the holder of record of such uncertificated stock or by attorney, lawfully constituted in writing, and upon receipt by the Corporation of a written instruction signed by the holder of record of such uncertificated stock or by such attorney requesting that the transfer of such uncertificated stock be registered on the books of the Corporation.

FIXING OF RECORD DATE

     37.   The Board of Directors is hereby authorized to fix a day and hour not exceeding sixty (60) days (and in the case of a meeting not less than ten (10) days) preceding the date of any meeting of stockholders or the date fixed for the payment of any dividend or for the delivery of evidences of rights, as a record time for the determination of the stockholders entitled to notice of and to vote at any such meeting or entitled to receive any such dividend or rights, as the case may be; and all persons who are holders of record of voting stock at such time, and no others, shall be entitled to notice of and to vote at such meeting, and only stockholders of record at any time so fixed shall be entitled to receive any such dividend or rights; and the stock transfer books shall not be closed during any such period.

REGISTERED STOCKHOLDERS

     38.   The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the statutes of the State of New York.

INSPECTION OF BOOKS

     39.   The Board of Directors shall have power to determine whether and to what extent, and at what time and places and under what conditions and regulations, the accounts and books of the Corporation (other than the books required by statute to be open to the inspection of stockholders), or any of them, shall be open to the inspection of stockholders, and no stockholders shall have any right to inspect any account or book or document of the Corporation, except as such right may be conferred by the statutes of the State of New York or by resolution of the directors or of the stockholders.

CHECKS, NOTES, BONDS AND OTHER INSTRUMENTS

     40.   All checks or demands for money and notes of the Corporation shall be signed by such person or persons (who may but need not be an officer or officers of the Corporation) as may be authorized by these By-Laws or as the Board of Directors may from time to time designate, either directly or through such officers of the Corporation as shall, by resolution of the Board of Directors, be authorized to designate such person or persons. If authorized by the Board of Directors, the signatures of such persons, or any of them, upon any checks for the payment of money may be made by engraving, lithographing or printing thereon a facsimile of such signatures, in lieu of actual signatures, and such facsimile signatures so engraved, lithographed or printed thereon shall have the same force and effect as if such persons had actually signed the same.

     All bonds, mortgages and other instruments requiring a seal shall be executed on behalf of the Corporation by the Chairman or the President or a Vice President, and the seal of the Corporation shall be thereunto affixed by the Secretary or an Assistant Secretary who shall, when required, attest the seal and/or the execution of said instruments. If authorized by the Board of Directors, the signatures of the Chairman or the President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer upon any engraved, lithographed or printed bonds, debentures, notes or other instruments may be made by engraving, lithographing or printing thereon a facsimile of such signatures, in lieu of actual signatures, and such facsimile signatures so engraved, lithographed or printed thereon shall have the same force and effect as if such officers had actually signed the same.

     In case any officer who has signed any such bonds, debentures, notes or other instruments shall cease to be such officer before such bonds, debentures, notes or other instruments shall have been delivered by the Corporation, such bonds, debentures, notes or other instruments may nevertheless be adopted by the Corporation and be issued and delivered as though the person who signed the same had not ceased to be such officer of the Corporation.

NOTICES

     41.   Whenever under the provisions of these By-Laws notice is required to be given to any director, officer or stockholder, it shall not be construed to require personal notice, but such notice may be given in writing, by mail, by depositing a copy of the same in a post office, letter box or mail chute, maintained by the Post Office Department, in a postpaid sealed wrapper, addressed to such stockholder, officer or director, at his address as the same appears on the books of the Corporation.

     A stockholder, director or officer may waive in writing any notice required to be given to him under these By-Laws.

INSPECTORS

     42.   Preceding each meeting of the stockholders, the Board of Directors shall appoint two inspectors to act at such meeting or any adjournment or adjournments thereof as inspectors. In the event that such inspectors shall not be so appointed, or if any inspector shall refuse to serve, or neglect to attend the meeting or his office become vacant, the person presiding at the meeting shall appoint an inspector in his place. The inspectors appointed to act at any meeting of the stockholders shall, before entering upon the discharge of their duties, be sworn to faithfully execute the duties of inspector at such meeting with strict impartiality, and according to the best of their ability, and the oaths so taken shall be subscribed by them and delivered to the Secretary of the meeting with a certificate of the result of the vote taken thereat.

AMENDMENTS

     43.   These By-Laws may be altered, amended or repealed, or new By-Laws may be adopted, by the affirmative vote of the stockholders entitled to cast a majority of the votes entitled to be cast, or by the affirmative vote of a majority of the Board of Directors at any meeting duly held as provided above; provided that any alteration, amendment or repeal of, or the adoption of any provision inconsistent with, By-Laws 6, 7, 8, 10 or 43, if by action of the stockholders, shall be only upon the affirmative vote of the stockholders entitled to cast two-thirds of the votes entitled to be cast.

EX-10.22

Exhibit 10-22

AMENDMENT NO. 3
to the
ANNUAL EXECUTIVE INCENTIVE PLAN
of
ENERGY EAST CORPORATION

          The Annual Executive Incentive Plan (the "Plan") of Energy East Corporation is hereby amended as follows, effective as of April 7, 2005:

1.  Article IV of the Plan is hereby amended to read in its entirety as follows:

IV.          Eligibility

Eligibility for participation in the Plan is limited to the Chairman of the Company and to officers and other key employees of the Company and its Affiliates who are approved for participation by the Chairman. In determining the individuals who will participate in the Plan, the Chairman shall take into consideration the individual's present and potential contribution to the growth and success of the Company, the individual's position and performance, as well as market practices, and such other factors as the Chairman may deem proper and relevant. Individuals who are participants in any other annual incentive compensation plan provided by the Company or any of its affiliates are not eligible to participate in the Plan. The Chairman shall be a member of Group I. Other Participants shall be grouped at the discretion of the Chairman into Groups II through VII.

In the event that, during the Performance Period, an employee becomes eligible for participation in the Plan, incentive awards payable under the Plan will be determined based on length of participation in the Plan measured retroactively from the first day of the month in which the employee becomes eligible for participation in the Plan.

In the event that, during the Performance Period a Participant changes from one eligibility group to another, incentive awards payable under the Plan will be prorated based on length of participation in each eligibility group measured from the first day of the month coinciding with or following the Participant's change in eligibility.

If during any Performance Period a Participant ceases to be an employee of the Company or any of its Affiliates for any reason, other than disability or death, such Participant shall not be entitled to receive an award for such Performance Period unless otherwise determined by the Committee in its sole discretion. In the event that, during a Performance Period a Participant ceases to be an employee of the Company or an Affiliate by reason of a transfer of employment to another Affiliate of the Company or to the Company, such Participant will continue to be eligible to receive an award for such Performance Period. In the event of disability or death, the Participant (or his or her successor in interest) shall be entitled to a prorated award based on the number of full months of participation.

Participation in the Plan precludes a Participant's eligibility in any other annual incentive compensation plan provided by the Company and its Affiliates. Individuals entering the Plan during a Performance Period remain eligible to receive prorated awards under other annual incentive compensation plans provided by the Company and its Affiliates for periods prior to their participation in the Plan.

EX-10.23

Exhibit 10-23

ENERGY EAST CORPORATION
RESTRICTED STOCK AWARD GRANT

1.   Pursuant to the provisions of the Restricted Stock Plan, as it may be amended from time to time (hereinafter called the "Plan"), of Energy East Corporation (hereinafter called the "Company"), the Company hereby awards to ____________ (hereinafter called the "Participant"), on _________ (hereinafter called the "Grant Date"), subject in all respects to the terms, conditions and restrictions set forth herein and in the Plan, _____ shares (hereinafter called the "Restricted Stock") of the Company's Common Stock ($.01 Par Value). Capitalized terms not defined herein shall have the same definitions as in the Plan.

2.   Except as otherwise provided herein, shares of Restricted Stock that previously have not been forfeited to the Company in accordance with the terms of this Restricted Stock Award Grant shall vest and the restrictions thereon shall lapse as follows:

(i)   50% of the total number of shares originally granted and not previously forfeited, rounded to the next whole number of the Company's Stock, shall vest on the first day of the first calendar year that commences after the end of the first Measurement Period in which Total Shareholder Return for the Company is at least equal to 25%.

(ii)   All of the total number of shares originally granted and not previously vested or forfeited shall vest on the first day of the first calendar year that commences after the end of the first Measurement Period in which Total Shareholder Return for the Company is at least equal to 50%.

(iii)   In any event, all shares originally granted and not previously vested or forfeited shall vest upon the effective date that the Participant ceases to be an employee of the Company or its Affiliates by reason of death, retirement, permanent disability or termination by the Company or the applicable Affiliate without cause (as determined in the sole discretion of the Committee). For purposes of this grant, the effective date of a Participant's termination shall be the date upon which the Participant ceases to perform services as an employee of the Company.

(iv)   In any event, all shares originally granted and not previously vested or forfeited shall vest on [January 1, 20__]. [On the first January 1st following the 5^th anniversary date of this Restricted Stock Award Grant.]

   For purposes of this section, (a) "Total Shareholder Return" shall mean the Company's cumulative shareholder return, taking into account changes in stock price, dividends and other distributions to shareholders, during a Measurement Period; and (b) "Measurement Period" shall mean each period that commences on February 13, 2003 and ends on a December 31^st of a year in which all or a portion of the Restricted Stock remains outstanding and unvested.

   Until vested, the Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Participant, except by will or the laws of descent and distribution. The Committee shall have the authority, in its discretion, to accelerate the time at which any and all of the Restricted Stock shall vest, or to remove any or all restrictions, whenever the Committee, in its sole discretion, may determine that such action is appropriate by reason of changes to applicable tax or other laws, or other changes in circumstances occurring after the Grant Date. Until January 1, 2009, any shares of Restricted Stock which have not vested are subject to the restrictions and forfeiture provisions as provided herein or in the Plan.

3.   Upon the effective date of a termination of employment of the Participant for any reason not specified in Section 2(iii) above, all shares of Restricted Stock shall be immediately forfeited without any further obligation on the part of the Company.

4.   The Company will issue certificates in respect of the shares of Restricted Stock in the name of the Participant, and bearing a legend evidencing the nature of the Restricted Stock and will hold such certificates on deposit for the account of the Participant until such time as the shares represented thereby are vested. Subject to the provisions of the Plan, unlegended certificates representing vested shares and the related stock powers will be delivered to the Participant as soon as practicable after vesting occurs.

5.   Simultaneously with the acknowledgment and delivery of this Restricted Stock Award Grant by the Participant, the Participant will execute and deliver to the Company a stock power for each Restricted Stock certificate issued in favor of the Company, which will permit transfer to the Company of all or any portion of the Restricted Stock that shall be forfeited, as provided herein and in the Plan.

6.   Except as otherwise provided in the Plan and subject to such other restrictions, if any, as determined by the Committee, the Participant, as owner of the Restricted Stock, shall have all rights of a stockholder of the Company's Common Stock, including, but not limited to, the right to receive dividends paid with respect to the Restricted Stock and the right to vote (or to execute proxies for voting) such shares. Notwithstanding anything to the contrary contained herein, the Restricted Stock shall not be eligible for enrollment in the Company's Dividend Reinvestment and Stock Purchase Plan.

7.   No provision contained in this Restricted Stock Award Grant will in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering any of the powers, rights or authority vested in the Committee pursuant to the terms of the Plan or resolutions adopted in furtherance of the Plan, including, without limitation, the right to make certain determinations and elections with respect to the Restricted Shares.

8.   All notices under this Restricted Stock Award Grant shall be in writing. Notices, other communications and payments provided for in this Restricted Stock Award Grant shall be deemed to have been duly given or made when delivered in person or when mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the Company at the address set forth below or to the Participant at the address set forth on the signature page of this Restricted Stock Award Grant or to such substitute address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt:

Corporate Secretary
Energy East Management Corporation
P.O. Box 3287
Ithaca, New York   14852-3287
Attention: Paul T. Karakantas

Notice to the Company may be given by telecopy and shall be deemed to have been given when received by the Company at the telecopy number designed by the Company.

9.   Notwithstanding anything to the contrary contained in any other Section of this Grant Award, a Participant shall become vested in shares of Restricted Stock that previously have not been forfeited to the Company upon the occurrence of a Change in Control.

   For purposes of this Section 9, a "Change in Control" shall mean the happening of any of the following events:

(i)   an acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of either (l) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, or (4) any acquis ition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this definition; or

(ii)   a change in the composition of the Board such that the individuals who, as of the effective date of the Plan, constitute the Board (such Board shall be hereinafter referred to as the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this Section 9(ii), that any individual who becomes a member of the Board subsequent to the effective date of the Plan, whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least two-thirds of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board, but, provided, further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgate d under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or

(iii) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company ("Corporate Transaction"); excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in su bstantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or any entity controlled by the Company or such corporation resulting from such Corporate Transaction) will beneficially own, direct or indirectly, 25% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or

(iv) the approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

   For purposes of this Section 9, "Exchange Act" means the Securities Exchange Act of 1934, as amended.

10.    The Participant shall be required to remit promptly to the Company, upon demand, amounts sufficient to satisfy any applicable Federal, state and local taxes that are required to be withheld with respect to the following events with respect to the Restricted Stock: (i) the lapsing or other satisfaction of forfeiture restrictions on the Restricted Stock, or, if earlier, the making of a Section 83(b) Election with respect to the Restricted Stock, and (ii) the payment of dividends with respect to Restricted Stock as to which a Section 83(b) Election has not been made and as to which the forfeiture restrictions have not lapsed or been otherwise satisfied. With respect to the minimum statutory tax withholding required in connection with the lapsing or other satisfaction of forfeiture restrictions on the Restricted Stock, or, if earlier, the making of a Section 83(b) Election with respect to the Restricted Stock, the Participant may elect to satisfy such withholding requirement b y having the Company withhold shares having a value equal to such minimum statutory tax withholding amount

ENERGY EAST CORPORATION

By: _________________________
          Secretary

Dated: ___________

ACKNOWLEDGEMENT:

Participant acknowledges receipt of a copy of the Plan and represents that Participant is familiar with the terms and provisions contained therein. Participant hereby accepts the Award subject to all of the terms and provisions of the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Committee as to any questions arising under the Restricted Stock Award Grant or the Plan.

Participant: _____________________________

Address:      _____________________________

                       _____________________________

EX-31.1

Exhibit 31-1

Certification

I, Wesley W. von Schack, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Energy East Corporation for the quarter ended March 31, 2005;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  May 5, 2005    /s/Wesley W. von Schack                                 
       Wesley W. von Schack
       Chairman, President &
       Chief Executive Officer

EX-31.2

Exhibit 31-2

Certification

I, Kenneth M. Jasinski, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Energy East Corporation for the quarter ended March 31, 2005;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  May 5, 2005    /s/Kenneth M. Jasinski                                 
       Kenneth M. Jasinski
       Executive Vice President and
       Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION OF PERIODIC REPORT OF
PRINCIPAL EXECUTIVE OFFICER
AND OF
PRINCIPAL FINANCIAL OFFICER
OF

ENERGY EAST CORPORATION

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

          We, Wesley W. von Schack, Chairman, President & Chief Executive Officer, and Kenneth M. Jasinski, Executive Vice President and Chief Financial Officer, of Energy East Corporation, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) Energy East Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 (the "Report"), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Energy East Corporation.

Date:  May 5, 2005	/s/Wesley W. von Schack                                       Wesley W. von Schack         Chairman, President &         Chief Executive Officer
	/s/Kenneth M. Jasinski                                            Kenneth M. Jasinski         Executive Vice President and         Chief Financial Officer

EX-4.3

Exhibit 4-3

CENTRAL MAINE POWER COMPANY

and

THE BANK OF NEW YORK,

                                                         As Trustee

_____________________________________

SIXTH SUPPLEMENTAL INDENTURE

Dated as of April 1, 2005

To

Indenture

Dated as of August 1, 1989

Medium-Term Notes, Series F

____________________________________

                        SIXTH SUPPLEMENTAL INDENTURE, dated as of April 1, 2005 (this "Sixth Supplemental Indenture") is between CENTRAL MAINE POWER COMPANY, a Maine corporation (hereinafter called the "Issuer" or the "Company"), having its principal office at 83 Edison Drive, Augusta, Maine 04336, and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (hereinafter called the "Trustee"), having its Corporate Trust Office at 101 Barclay Street, Floor 8 West, New York, N.Y. 10286; Attn: Corporate Trust Administration.

Recitals of the Issuer

                        The Issuer and the Trustee have heretofore entered into an Indenture, dated as of August 1, 1989, as supplemented by the First Supplemental Indenture, dated as of August 7, 1989, the Second Supplemental Indenture, dated as of January 10, 1992, the Third Supplemental Indenture, dated as of December 15, 1994, the Fourth Supplemental Indenture dated as of February 26, 1998 and the Fifth Supplemental Indenture, dated as of May 18, 2000 (such Indenture, as heretofore supplemented and as supplemented by this supplemental indenture being hereinafter referred to as the "Indenture"), relating to the issuance at any time or from time to time of its Securities on terms to be specified at the time of issuance. As of April 1, 2005, $230,700,000 in aggregate principal amount of Medium-Term Notes, Series E are outstanding, and no Medium-Term Notes, Series A, B, C or D are o utstanding. Terms used and not otherwise defined herein shall (unless the context otherwise clearly requires) have the respective meanings given to them in the Indenture.

                        The Indenture provides in Article Three thereof that, prior to the issuance of Securities of any series, the form of such Securities and the terms applicable to such series shall be established in, or pursuant to, the authority granted in a resolution of the Board of Directors (delivered to the Trustee in the form of a Board Resolution) or established in one or more indentures supplemental thereto. The Issuer desires by this supplemental indenture to establish the form of the Securities of a series, to be titled "Medium-Term Notes, Series F" of the Issuer, and to establish the terms applicable to such series, pursuant to Sections 3.1 and 10.1(e) of the Indenture. The Issuer has duly authorized the execution and delivery of this supplemental indenture.

                        Article Ten of the Indenture provides that the Issuer, when authorized by a resolution of its Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental thereto for certain purposes enumerated in Section 10.1 thereof, including the establishment of the form or terms of any Securities as permitted by Section 3.1 thereof.

                        The execution and delivery of this supplemental indenture by the parties hereto are in all respects authorized by the provisions of the Indenture.

                        All things necessary have been done to make this supplemental indenture a valid agreement of the Issuer, in accordance with its terms.

                        NOW, THEREFORE, THIS SIXTH SUPPLEMENTAL INDENTURE WITNESSETH:

                        For and in consideration of the premises, it is mutually covenanted and agreed, as follows:

ARTICLE ONE

Establishment of Medium-Term Notes, Series F

                        Section 1.01.  The title of the series of the Securities established by this supplemental indenture shall be "Medium-Term Notes, Series F" of the Issuer (hereinafter called the "Series F Notes"). The Series F Notes shall be substantially in the form set forth in Exhibit A hereto (which is hereby incorporated herein and made a part hereof), subject to changes in the form thereof made by the Issuer and acceptable to the Trustee.

                        Section 1.02.   The Series F Notes shall be limited to $500,000,000 in aggregate principal amount, determined in accordance with the definition of "Outstanding" in Section 1.1 (including the final paragraph thereof) of the Indenture.

                        Section 1.03.   The Series F Notes may be issued in whole or in part as one or more Global Securities and The Depository Trust Company, or a nominee thereof, shall be the Depository for such Global Security or Global Securities, except in each case as otherwise provided in an Issuer Order with respect to any Series F Notes. The Depository for such Global Security or Global Securities representing Series F Notes may surrender one or more Global Securities representing Series F Notes in exchange in whole or in part for individual Series F Notes on such terms as are acceptable to the Issuer and such Depository and otherwise subject to the terms of Section 2.4 of the Indenture.

                        Section 1.04.   The Issuer hereby appoints, or confirms the appointment of, The Bank of New York as the initial Trustee, Securities Registrar and Paying Agent, subject to the provisions of the Indenture with respect to resignation, removal and succession, and subject, further, to the right of the Issuer to appoint additional agents (including Paying Agents). An Authenticating Agent may be appointed for the Series F Notes under the circumstances set forth in, and subject to the provisions of, the Indenture.

                        Section 1.05.   If the Trustee shall cease to be Securities Registrar for the Series F Notes, the Issuer shall, upon the written request of the Trustee, establish by an Officers' Certificate the applicable dates for the purpose of clause (a) of Section 5.1 of the Indenture with respect to any Series F Notes that do not bear interest.

                        Section 1.06.   So long as any of the Notes are "restricted securities" within the meaning of Rule 144(a)(3) under the 1933 Act, the Company shall, during any period in which it is not subject to and in compliance with Section 13 or 15(d) of the 1934 Act, provide to each Holder of such restricted securities and to each prospective purchaser (as designated by such Holder) of such restricted securities, upon the request of such Holder or prospective purchaser, any information required to be provided by Rule 144A(d)(4) under the 1933 Act, including annual audited financial statements and related reports of independent auditors to the extent reasonably available.

                        Section 1.07.   The terms of the Series F Notes shall be as set forth in Exhibit A hereto, and shall include the payment and other terms reflected on the respective Series F Notes as actually executed, authenticated and delivered under the Indenture. Without limiting the generality of the foregoing, specific terms of particular Series F Notes (including any interest rate formulas not specified in Exhibit A hereto, any redemption, sinking fund or other repayment terms that differ from the provisions of Article Fourteen or Fifteen of the Indenture and any terms for satisfaction and discharge of the Indenture that differ from the provisions of Article Twelve of the Indenture) may be determined in accordance with or pursuant to the Issuer Order with respect thereto, as referred to in Section 3.3 of the Indenture.

ARTICLE TWO

Miscellaneous

                        Section 2.01.   The recitals contained herein shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity of this supplemental indenture. The Indenture, as supplemented by this supplemental indenture, is in all respects hereby adopted, ratified and confirmed.

                        Section 2.02.   This supplemental indenture may be executed in any number of counterparts, and on separate counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

                        Section 2.03.   If any provision of this supplemental indenture limits, qualifies or conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, through operation of Section 318(c), such imposed duties shall control.

                        Section 2.04.   The Article headings herein are for convenience only and shall not affect the interpretation hereof.

                        IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture to be duly executed as of the day and year first above written.

CENTRAL MAINE POWER COMPANY

By:         /s/R. Scott Mahoney                              
       Name: R. Scott Mahoney
       Title:  Vice President - Controller, Treasurer
                  & Clerk

THE BANK OF NEW YORK

By:         /s/Kisha A. Holder                               
       Name: Kisha A. Holder
       Title:  Assistant Vice President

:

Exhibit A

[FORM OF FACE OF NOTE]

            THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, REPRESENTS AND AGREES THAT IT IS ACQUIRING THIS NOTE FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR SALE IN CONNECTION WITH, ANY PUBLIC SALE OR DISTRIBUTION AND AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE OR ANY INTEREST HEREIN, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD AS MAY BE PRESCRIBED BY RULE 144(K) OR ANY SUCCESSOR PROVISION THEREOF) UNDER THE SECURITIES ACT) AFTE R THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR ANY PREDECESSOR OF THIS NOTE) AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE), ONLY (1) TO THE COMPANY, (2) SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A AND TO WHOM NOTICE IS GIVEN BY THE SELLER THAT THE OFFER, RESALE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3) IN RELIANCE ON ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT THE TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, IN EACH CASE IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY JURISDICTION OF THE UNITED STATES, AND SUBJECT IN THE CAS E OF CLAUSES (2) AND (3) ABOVE, IN THE CASE OF THE TRANSFER OF ANY NOTE NOT HELD IN BOOK-ENTRY FORM, TO THE RECEIPT BY THE COMPANY OF A CERTIFICATE OF THE HOLDER TRANSFERRING SUCH NOTE SPECIFYING THE EXEMPTION IN RELIANCE UPON WHICH SUCH TRANSFER IS BEING MADE AND SUBJECT IN EACH CASE TO THE DISPOSITION OF THE HOLDER'S PROPERTY BEING AT ALL TIMES IN ITS CONTROL. THE BENEFICIAL OWNER WILL, AND EACH SUBSEQUENT BENEFICIAL OWNER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO HEREIN AND DELIVER TO SUCH PURCHASER BEFORE THE SALE A COPY OF A NOTICE TO INVESTORS DESCRIBING SUCH RESTRICTIONS. THIS NOTE AND RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS NOTE TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR PROVIDE ALTERNATIVE PROCEDURES IN COMPLIANCE WITH APPLICABLE LAW AND PRACTICES RELATING TO RESALE OR OTHER TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS NOTE SHALL BE DEEMED, BY THE ACCEPTANCE OF THIS NOTE, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

            THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR A NOMINEE OF THE DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

CENTRAL MAINE POWER COMPANY
	MEDIUM-TERM NOTE, SERIES F If applicable, the "Total Amount of OID," "Yield to Maturity" and "Initial Accrual Period OID" (computed under the designated method) below will be completed solely for the purposes of applying the Federal income tax original issue discount ("OID") rules.
Floating Rate Note [  ]         ______% Fixed Rate Note [  ]
Original Issue Date: Interest Accrual Date: Interest Payment Dates: Maturity Date: Redemption Date(s): Repayment Date(s): Total Amount of OID: Yield to Maturity: Initial Accrual: Period OID:		Principal Amount: Issue Price: Redemption Price(s): Repayment Price(s): Optional Interest Rate Reset: Extendible: Final Maturity Date: Other Provisions:
Only Applicable if this is a Floating Rate Note:
Initial Interest Rate: Index Maturity: Base Rate: Interest Reset Period: Interest Reset Dates: Interest Determination Dates: Interest Payment Period: Calculation Dates:		Spread (plus or minus): Spread Multiplier: Maximum Interest Rate: Minimum Interest Rate:

                        Central Maine Power Company, a Maine corporation (the "Company," which term includes any successor issuer under the Indenture hereinafter referred to), for value received hereby promises to pay to _____________________ or registered assigns, the principal sum of ___________________ Dollars on the "Maturity Date," as set forth above, and to pay interest hereon as described on the reverse hereof.

                        The principal of (and premium, if any) and interest on this Note are payable by the Company in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.

                        REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

                        Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

                        IN WITNESS WHEREOF, Central Maine Power Company has caused this instrument to be duly executed under its corporate seal.

	CENTRAL MAINE POWER COMPANY
(seal)	By:                                                                 Name:         Title:
Attest: By:                                                    Name:      Title:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                        This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK
     as Trustee

By:                                                   
          Authorized Signatory

[FORM OF REVERSE OF NOTE]

CENTRAL MAINE POWER COMPANY

MEDIUM-TERM NOTE, SERIES F

            1.        This Note is one of a duly authorized issue of unsecured debt securities (hereinafter called the "Securities") of the Company of the series hereinafter specified, all such Securities issued and to be issued under an Indenture dated as of August 1, 1989 between the Company and The Bank of New York, as Trustee (herein called the "Trustee," which term includes any successor trustee under the Indenture), as amended and supplemented by the First Supplemental Indenture, dated as of August 7, 1989, the Second Supplemental Indenture, dated as of January 10, 1992, the Third Supplemental Indenture, dated as of December 15, 1994, the Fourth Supplemental Indenture, dated as of February 26, 1998, the Fifth Supplemental Indenture dated as of May 18, 2000 and the Sixth Supplemental Indenture dated as of April 1, 2005, and as further amended and supplemented (herein called the "Indenture"), to which I ndenture reference is hereby made for a statement of the rights and limitations of rights thereunder of the Holders of the Securities and of the rights, obligations, duties and immunities of the Trustee and of the Company, and the terms upon which the Securities are and are to be authenticated and delivered. As provided in the Indenture, the Securities may be issued in one or more series which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted. This Note is one of a series designated on the face hereof as Medium-Term Notes, Series F (the "Notes"), limited to $500,000,000 in aggregate principal amount. The Notes of this series may be issued at various times with different maturity dates and different principal repayment provisions, may bear interest at different rates, and may otherwise vary, all as provided in the Indenture.

            2.        A.         The record date (the "Regular Record Date") with respect to any Interest Payment Date (as defined below) shall be the date fifteen calendar days immediately preceding such Interest Payment Date, whether or not such date shall be a Business Day (unless otherwise shown on the face hereof or as specified below). Interest which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name the Note is registered at the close of business on the Regular Record Date immediately preceding such Interest Payment Date; provided, however, that the first payment of interest on any Note with an Original Issue Date between a Regular Record Date and the succeeding Interest Payment Date will be made on the Interest Payment Date following the immediately succeeding Regular Record Dat e to the registered owner on such immediately succeeding Regular Record Date; and provided, further, that interest payable at Maturity will be payable to the person to whom principal shall be payable. "Maturity" means the date on which the principal amount hereof becomes due and payable, whether at Stated Maturity or earlier by declaration of acceleration, call for redemption or otherwise. Notwithstanding the foregoing, any interest that is payable but not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered owner hereof on such Regular Record Date, and may be paid to the person in whose name this Note is registered on the close of business on a subsequent record date established by notice given by mail, by or on behalf of the Company to such Holder not less than fifteen days preceding such subsequent record date, such record date to be not less than ten days preceding the date for payment of such defaulted interest, or may be paid as more fully provided in the Indenture. "Business Day" means any day, other than a Saturday or Sunday, that is (a) not a day on which banking institutions are authorized or required by law or regulation to be closed in The City of New York and (b) with respect to a LIBOR Note, a London Banking Day. "London Banking Day" means any day on which dealings in deposits in U.S. Dollars are transacted in the London interbank market. In connection with any calculations, all percentages will be rounded upwards, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards, and all dollar amounts used in or resulting from such calculations on the Notes will be rounded to the nearest one cent (with one-half cent being rounded upwards).

                      B.         If this is a Fixed Rate Note, the Company promises to pay interest on the principal amount from its Original Issue Date at the rate per annum stated on the face hereof until the principal amount hereof is paid or made available for payment. Unless otherwise provided on the face hereof, the Company will pay interest semi-annually each September 1 and March 1 (each an "Interest Payment Date"), commencing (except as set forth above in the case of a Note with an Original Issue Date between a Regular Record Date and an Interest Payment Date) with the Interest Payment Date immediately following the Original Issue Date and at Maturity. If any Interest Payment Date would otherwise be a day that is not a Business Day, such Interest Payment Date shall be postponed to the next day that is a Business Day, and no interest shall acc rue by reason of such delayed payment. Each payment of interest in respect of an Interest Payment Date shall include interest accrued to but excluding such Interest Payment Date. Interest on Fixed Rate Notes shall be computed on the basis of a 360-day year of twelve 30-day months (unless otherwise shown on the face hereof or as specified below).

                      C.         If this is a Floating Rate Note, the Company promises to pay interest on the principal amount from its Original Issue Date at a rate or rates determined in accordance with the provisions below under the headings "Determination of CD Rate," "Determination of Commercial Paper Rate," "Determination of Federal Funds Rate," "Determination of LIBOR," "Determination of Prime Rate," or "Determination of Treasury Rate," depending upon whether the Base Rate specified on the face hereof is CD Rate, Commercial Paper Rate, Federal Funds Rate, LIBOR, Prime Rate or Treasury Rate, respectively, until the principal hereof is paid or duly made available for payment.

                        The rate of interest on each Floating Rate Note shall be reset on the day or days specified on the face hereof (each an "Interest Reset Date") on a daily, weekly, monthly, quarterly, semi-annual or annual basis (the "Interest Reset Period") as specified on the face hereof. If any Interest Reset Date for any Floating Rate Note is not a Business Day, such Interest Reset Date shall be postponed to the next day that is a Business Day, except, (i) if the Base Rate is LIBOR and such Business Day is in the immediately succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day or (ii) if the Base Rate is Treasury Rate and the Interest Reset Date falls on a date which is an auction date (as described below), the Interest Reset Date shall be the following day that is a Business Day.

                        The Company will pay interest monthly, quarterly, semi-annually or annually or otherwise, in each case as specified on the face hereof under "Interest Payment Period" commencing with the first Interest Payment Date specified on the face hereof immediately succeeding the Original Issue Date. Unless otherwise specified on the face hereof, the date or dates on which interest will be payable (each an "Interest Payment Date") will be, (i) in the case of Floating Rate Notes with a daily, weekly or monthly Interest Reset Period, on the third Wednesday of each month or on the third Wednesday of March, June, September and December of each year, as specified on the face hereof; (ii) in the case of Floating Rate Notes with a quarterly Interest Reset Period, on the third Wednesday of March, June, September and December of each year; (iii) in the case of Floating Rate Notes w ith a semi-annual Interest Reset Period, on the third Wednesday of each of the two months specified on the face hereof; and (iv) in the case of Floating Rate Notes with an annual Interest Reset Period, on the third Wednesday of one month of each year specified on the face hereof and, in each case, at Maturity.

                        If any Interest Payment Date other than at Maturity for any Floating Rate Note would otherwise be a day that is not a Business Day, such Interest Payment Date shall be postponed to the next day that is a Business Day, except that in the case of a LIBOR Note, if such Business Day is in the immediately succeeding calendar month, such Interest Payment Date shall be the immediately preceding Business Day. If Maturity for any Floating Rate Note falls on a day that is not a Business Day, payment of principal, premium, if any, and interest with respect to such Note will be made on the immediately succeeding Business Day with the same force and effect as if made on the due date, and no additional interest shall be payable as a result of such delayed payment.

                        Unless otherwise indicated on the face hereof, interest payments on each Interest Payment Date and at Maturity for Floating Rate Notes will include accrued interest from and including the Original Issue Date or the immediately preceding Interest Payment Date to which interest has been paid or duly provided for, to but excluding the applicable Interest Payment Date or the date of Maturity. Accrued interest will be calculated by multiplying the principal amount of a Floating Rate Note by an accrued interest factor. This accrued interest factor will be computed by adding the interest factor calculated for each day in the period for which accrued interest is being calculated. The interest factor (expressed as a decimal rounded upwards, if necessary, to the next higher one hundred-thousandth of a percentage point) for each such day will be computed by dividing the i nterest rate (calculated as set forth below) applicable to such day by 360 if the Base Rate is the CD Rate, Commercial Paper Rate, Federal Funds Rate, LIBOR or Prime Rate, or by the actual number of days in the year, if the Base Rate is Treasury Rate, as indicated on the face hereof. The interest rate in effect on each day will be (a) if such day is an Interest Reset Date, the interest rate with respect to the Interest Determination Date (as defined below) pertaining to such Interest Reset Date, or (b) if such day is not an Interest Reset Date, the interest rate with respect to the Interest Determination Date (as defined below) pertaining to the immediately preceding Interest Reset Date, subject in either case to any Maximum or Minimum Interest Rate limitation referred to on the face hereof and to any adjustment by a Spread and/or a Spread Multiplier referred to on the face hereof; provided, however, that the interest rate in effect for the period from and including the Original Issue Date to but excluding the first Interest Reset Date will be the "Initial Interest Rate" set forth on the face hereof. The interest rate hereon will in no event be higher than the maximum rate permitted by applicable law.

                        The interest rate for each Interest Reset Period for a Floating Rate Note will be the rate determined by the Calculation Agent on the Calculation Date (as defined below) pertaining to the Interest Determination Date pertaining to the Interest Reset Date for such Interest Reset Period. Unless otherwise specified on the face hereof, the "Interest Determination Date" pertaining to an Interest Reset Date will be, if the Base Rate is the CD Rate, Commercial Paper Rate, Federal Funds Rate or Prime Rate, the second Business Day immediately preceding such Interest Reset Date. Unless otherwise specified on the face hereof, the Interest Determination Date pertaining to an Interest Reset Date will be, if the Base Rate is LIBOR, the second London Banking Day immediately preceding such Interest Reset Date. Unless otherwise specified on the face hereof, the Interest Determin ation Date pertaining to an Interest Reset Date will be, if the Base Rate is Treasury Rate, the day of the week in which such Interest Reset Date falls on which direct obligations of the United States ("Treasury bills") of the Index Maturity specified on the face hereof would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is usually held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Interest Determination Date pertaining to the Interest Reset Date for any Note the Base Rate for which is the Treasury Rate occurring in the immediately succeeding week. If an auction falls on a day that is an Interest Reset Date for any Note the Base Rate for which is the Treasury Rate, such Interest Reset Date will be the first Business Day immediately following such aucti on date.

                        Unless otherwise specified on the face hereof, the "Calculation Date," where applicable, pertaining to an Interest Determination Date will be the earlier of (i) the tenth calendar day after such Interest Determination Date or if such day is not a Business Day, the immediately succeeding Business Day or (ii) the Business Day preceding the applicable Interest Payment Date or Maturity, as the case may be.

                        Subject to applicable provisions of law and except as specified herein, on each Interest Reset Date the rate of interest shall be the rate determined in accordance with the provisions of the applicable heading below.

                        Determination of CD Rate. If the Base Rate indicated on the face hereof is the CD Rate, the interest rate shall equal the rate on each Interest Determination Date specified on the face hereof for negotiable certificates of deposit having the Index Maturity specified on the face hereof, as such rate is published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates," or any successor publication of the Board of Governors of the Federal Reserve System ("H.15(519)") under the heading "CDs (Secondary Market)" or, if the rate is not published in H.15(519), H.15 Daily Update or another recognized electronic source, on the related Calculation Date, then the CD Rate for that Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the secondary market of fered rates as of 10:00 A.M., New York City time, on that Interest Determination Date of three leading non-bank dealers in negotiable U.S. Dollar certificates of deposit in The City of New York, selected by the Calculation Agent for negotiable certificates of deposit of major United States money center banks of the highest credit standing (in the market for negotiable certificates of deposit) with a remaining maturity closest to the index maturity designated in the applicable Pricing Supplement in a denomination of $5,000,000. In each of the above cases, the rate shall be adjusted by the addition or subtraction of the Spread, if any, specified on the face hereof, or by multiplication by the Spread Multiplier, if any, specified on the face hereof. If the dealers selected as aforesaid by the Calculation Agent are not quoting as set forth above, the CD Rate with respect to such Interest Determination Date will be the CD Rate in effect on that Interest Determination Date.

                        Determination of Commercial Paper Rate. If the Base Rate indicated on the face hereof is the Commercial Paper Rate, the interest rate shall equal the Money Market Yield (calculated as described below) of the rate on each Interest Determination Date specified on the face hereof for Commercial Paper having the Index Maturity specified on the face hereof, as such rate is published in H.15(519), under the heading "Commercial Paper-Nonfinancial" or, if such rate is not published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the Commercial Paper Rate for such Interest Determination Date will be the Money Market Yield of the rate set forth in H.15 Daily Update or such other electronic source for the purpose of displaying such rate on that Interest Determination Date for Commercial Paper having the specif ied Index Maturity as published in Composite Quotations under the heading "Commercial Paper-Nonfinancial." If such rate is not published in either H.15(519), H.15 Daily Update or another recognized electronic source on the Calculation Date pertaining to such Interest Determination Date, then the Commercial Paper Rate for such Interest Determination Date shall be the Money Market Yield of the rate for the first preceeding day for which such rate is set forth in H.15(519) opposite the Index Maturity designated and under the heading "Commercial Paper - Nonfinancial." In each of the above cases, the rate shall be adjusted by the addition or subtraction of the Spread, if any, specified on the face hereof, or by multiplication by the Spread Multiplier, if any, specified on the face hereof. If the dealers selected as aforesaid by the Calculation Agent are not quoting offered rates as specified herein, the Commercial Paper Rate with respect to such Interest Determination Date will be the Commercial Paper R ate on that Interest Determination Date.

                        "Money Market Yield" means a yield (expressed as a percentage rounded to the nearest one hundred-thousandth of a percentage point) calculated in accordance with the following formula:

Money Market Yield =       R X 360     x 100
                            360 - (R X D)

where "R" refers to the applicable per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal, and "D" refers to the actual number of days in the interest period for which interest is being calculated.

                        Determination of Federal Funds Rate. If the Base Rate indicated on the face hereof is the Federal Funds Rate (Effective), the interest rate shall equal the rate on each Interest Determination Date specified on the face hereof for Federal Funds as published in H.15(519) under the heading "Federal Funds (Effective)," as such rate is displayed on Moneyline Telerate Page 120 or, if such rate is not so published in H.15(519) or does not appear on Moneyline Telerate Page 120 by 5:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the Federal Funds Rate for such Interest Determination Date will then be the rate on such Interest Determination Date set forth in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, for that day opposite the heading "Federal Funds (Effective Rate)," or if such rate does not appear on Moneyline Telerate Page 120 or is not published in H.15(519), H.15 Daily Update or another recognized electronic source by 5:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the Federal Funds Rate for such Interest Determination Date will be the rate for the first preceding day for which such rate is set forth in H.15(519) opposite the heading "Federal Funds (Effective)," as such rate is displayed on Moneyline Telerate Page 120. If the Base Rate indicated on the face hereof is the Federal Funds Rate -- Open, the interest rate shall equal the rate on each Interest Determination Date specified on the face hereof for the Federal Funds under the heading "Federal Funds" and opposite the caption "Open," as such rate is displayed on Moneyline Telerate Page 5, or if such rate does not appear on Moneyline Telerate Page 5 by 5:00 P.M., New York City time, on the related Calculation Date, the Rate for such Interes t Determination Date will be the rate for the day displayed on FEDSPREB Index on Bloomberg, which is the Fed Funds Opening Rate as reported by Prebon Yamane on Bloomberg. If that rate does not appear on Moneyline Telerate Page 5 or FEDSPREB Index on Bloomberg, the rate for the Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight U.S. Dollar Federal funds, as of 9:00 A.M., New York City time, on that day as supplied to the Calculation Agent.

                        In each of the above cases the rate shall be adjusted by the addition or subtraction of the Spread, if any, specified on the face hereof, or by multiplication by the Spread Multiplier, if any, specified on the face hereof. If the brokers selected as aforesaid by the Calculation Agent are not quoting as set forth above, the Federal Funds Rate with respect to such Interest Determination Date will be the Federal Funds Rate in effect on that Interest Determination Date.

                        Determination of LIBOR. If the Base Rate indicated on the face hereof is LIBOR, the interest rate with respect to each Interest Determination Date specified on the face hereof shall be determined in accordance with the following provisions:

(i)        With respect to any such Interest Determination Date, LIBOR will be either: (a) if "LIBOR Reuters" is specified on the face hereof, the arithmetic mean of the offered rates (unless the specified designated LIBOR Page (as defined below) by its terms provides only for a single rate, in which case such single rate shall be used) for deposits in United States dollars having the Index Maturity designated on the face hereof, commencing on the second London Banking Day immediately following the related LIBOR Interest Determination Date, which appear on the Designated LIBOR Page specified on the face hereof as of 11:00 A.M., London time, on such Interest Determination Date, if at least two such offered rates appear (unless, as aforesaid, only a single rate is required) on such Designated LIBOR Page, or (b) if "LIBOR Moneyline Telerate" is specified on the face hereof, the rate for deposits in United States dollars having the Index Maturity specified on the face h ereof, commencing on the second London Banking Day immediately following such Interest Determination Date, which appears on the Designated LIBOR Page specified on the face hereof as of 11:00 A.M., London time, on that Interest Determination Date. Notwithstanding the foregoing, if fewer than two offered rates appear on the Designated LIBOR Page with respect to LIBOR Reuters (unless the specified Designated LIBOR Page with respect to LIBOR Reuters by its terms provides only for a single rate, in which case such single rate shall be used), or if no rate appears on the Designated LIBOR Page with respect to LIBOR Moneyline Telerate, whichever may be applicable, LIBOR in respect of the related Interest Determination Date will be determined as if the rate described in clause (ii) below had been specified.

(ii)       With respect to any such Interest Determination Date on which fewer than two offered rates appear on the Designated LIBOR Page with respect to LIBOR Reuters (unless the Designated LIBOR Page by its terms provides only for a single rate, in which case such single rate shall be used), or if no rate appears on the Designated LIBOR page with respect to LIBOR Moneyline Telerate, as the case may be, the Calculation Agent will request the principal London office of each of four major banks in the London interbank market selected by the Calculation Agent to provide the Calculation Agent with its offered rate quotation for deposits in United States dollars for the period of the Index Maturity specified on the face hereof, commencing on the second London Banking Day immediately following such related LIBOR Interest Determination Date, to prime banks in the London interbank market as of 11:00 A.M., London time, on such LIBOR Interest Determination Date and in a principal amount that is representative for a single transaction in United States dollars in such market at such time. If at least two such quotations are provided, LIBOR determined on such Interest Determination Date will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR determined on such Interest Determination Date will be the arithmetic mean of the rates quoted as of 11:00 A.M. in The City of New York, on such LIBOR Interest Determination Date by three major banks in The City of New York selected by the Calculation Agent for loans in U.S. dollars to leading banks, having the Index Maturity specified on the face hereof in a principal amount that is representative for a single transaction in U.S. dollars in such market at such time.

In each of the above cases the rate shall be adjusted by the addition or subtraction of the Spread, if any, specified on the face hereof, or by multiplication by the Spread Multiplier, if any, specified on the face hereof. If the banks selected as aforesaid by the Calculation Agent are not quoting as set forth above, LIBOR determined on such Interest Determination Date will be LIBOR in effect on such Interest Determination Date.

                        "Designated LIBOR Page" means either (a) the display on the Reuters Monitor Money Rates Service (or any successor service) for the purpose of displaying the London interbank rates of major banks for United States dollars (if "LIBOR Reuters" is designated on the face hereof), or (b) the display on the Moneyline Telerate Service (or any successor service) for the purpose of displaying the London interbank rates of major banks for United States dollars (if "LIBOR Moneyline Telerate" is designated on the face hereof). If neither LIBOR Reuters nor LIBOR Moneyline Telerate is specified on the face hereof, LIBOR will be determined as if LIBOR Moneyline Telerate (or any successor service) had been chosen.

                        Determination of Prime Rate. If the Base Rate indicated on the face hereof is the Prime Rate, the interest rate shall equal the rate on each Interest Determination Date specified on the face hereof as set forth in H.15(519) under the heading "Bank Prime Loan." If such rate is not published in H.15(519) by 5:00 P.M., New York City time, on the day that is one New York City Banking Day following the Interest Determination Date, the rate for that Interest Determination Date will be the rate set forth in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, for that day opposite the heading "Bank Prime Loan." In each of the above cases, the rate shall be adjusted by the addition or subtraction of the Spread, if any, specified on the face hereof, or by multiplication by the Spread Multiplier, if any, speci fied on the face hereof.

                        If the Prime Rate is not published in H.15(519), H.15 Daily Update or another recognized electronic source by 5:00 P.M., New York City time, on the day that is one New York City Banking Day following the Interest Determination Date, the rate for that Interest Determination Date will be the rate for the first preceding day for which such rate is set forth in H.15(519) opposite the caption "Bank Prime Loan."

                        Determination of Treasury Rate. If the Base Rate indicated on the face hereof is the Treasury Rate, the interest rate shall equal the rate for an Interest Determination Date on which United States Treasury Bills are auctioned for that day which appears on either Moneyline Telerate Page 56 or Moneyline Telerate Page 57 opposite the Designated Maturity under the heading "INVEST RATE." If on the Calculation Date for an interest period United States Treasury bills of the Designated Maturity have been auctioned on an Interest Determination Date during the interest period but such rate for such Interest Determination Date does not appear on either Moneyline Telerate Page 56 or Moneyline Telerate Page 57, the rate for that Interest Determination Date will be the Bond Equivalent Yield of the rate set forth in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate for that date in respect to the designated maturity under the heading "U.S. Government securities/Treasury bills/Auction high." If on the Calculation Date for an interest period United States Treasury bills of the Designated Maturity have been auctioned on an Interest Determination Date during the interest period but such rate for such Interest Determination Date does not appear on either Moneyline Telerate Page 56 or Moneyline Telerate Page 57 and such rate is not set forth in H.15 Daily Update in respect of the Designated Maturity under the caption "U.S. Government securities/Treasury bills/Auction high" or another recognized electronic source, the rate for the Interest Determination Date will be the Bond Equivalent Yield of the auction rate for those Treasury bills as announced by the United States Department of Treasury. If the United States Treasury bills of the Designated Maturity are not auctioned during any period of seven consecutive calendar da ys ending on and including any Friday and an Interest Determination Date would have occurred if such Treasury bills had been auctioned during that seven-day period, an Interest Determination Date will be deemed to have occurred on the day during that seven-day period on which such Treasury bills would have been auctioned in accordance with the usual practices of the United States Department of the Treasury, and the rate for that Interest Determination Date will be the Bond Equivalent Yield of the rate set forth in H.15(519) for that day opposite the Designated Maturity under the caption "U.S. Government securities/Treasury bills/Secondary market." If on the Calculation Date for an interest period such rate for and Interest Determination Date in that interest period is not yet published in H.15(519), the rate for that Interest Determination Date will be the rate set forth in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, for that day in respect of the Designated Maturity under the caption "U.S. Government securities/Treasury bills/Secondary market." If on the Calculation Date for an interest period such rate for and Interest Determination Date in that interest period is not yet published in H.15(519), H.15 Daily Update, or such other recognized electronic source, the rate for the Interest Determination Date will be the Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates of the Reference Dealers as of approximately 3:30 p.m., New York City time, on that day for the issue of United States Treasury bills with a remaining maturity closest to the Designated Maturity.

                        For the purposes of this paragraph, "Reference Dealer" means a primary United States government securities dealer in New York City chosen by the Calculation Agent.

                        "Bond Equivalent Yield" of any auction average rate means a yield (expressed as a percentage) calculated in accordance with the following formula:

Bond Equivalent Yield =              DXN          x 100
                               360 - (D x M)

where "D" refers to the per annum auction average rate quoted on a bank discount basis and expressed as a decimal, "N" refers to 365 or 366, as the case may be, and "M" refers to, if the Designated Maturity approximately corresponds to the length of the Interest Period for which the Bond Equivalent Yield is being calculated, the actual number of days in that Interest Period and, otherwise, the actual number of days in the period from, and including, the applicable Interest Reset Date to, but excluding, the day that numerically corresponds to that Interest Reset Date (or, if there is not any such numerically corresponding day, the last day) in the calendar month that is the number of months corresponding to the Designated Maturity after the month in which that Interest Reset Date occurred.

                        In each of the above cases, the rate shall be adjusted by the addition or subtraction of the Spread, if any, specified on the face hereof, or by multiplication by the Spread Multiplier, if any, specified on the face hereof.

                        Initially, The Bank of New York, shall be the Calculation Agent. The Calculation Agent shall calculate the interest rate hereon in accordance with the foregoing and will confirm in writing such calculation to the Trustee and any Paying Agent immediately after each determination. Neither the Trustee nor any Paying Agent shall be responsible for any such calculation. At the request of the Holder hereof the Calculation Agent will provide to the Holder hereof the interest rate hereon then in effect and, if determined, the interest rate which will become effective as of the next Interest Reset Date.

                        Interest Rate Reset. If specified on the face hereof, the Company has the option to reset the interest rate, in the case of a Fixed Rate Note, or to reset the Spread and/or Spread Multiplier, in the case of a Floating Rate Note, on the date or dates specified on the face hereof (each an "Optional Reset Date") and on the basis or formula, if any, for such resetting specified on the face hereof.

                        The Company may exercise such option by notifying the Paying Agent of such exercise at least 45 but not more than 60 days prior to an Optional Reset Date for this Note. Not later than 40 days prior to such Optional Reset Date, the Paying Agent will send to the Holder hereof a Notice (the "Reset Notice"), by facsimile transmission, hand delivery or letter (first class, postage prepaid), setting forth (i) the election of the Company to reset the interest rate, in the case of a Fixed Rate Note, or the Spread and/or Spread Multiplier, in the case of a Floating Rate Note, (ii) such new interest rate or such new Spread and/or Spread Multiplier, as the case may be, and (iii) the provisions, if any, for redemption during the period from such Optional Reset Date to the next Optional Reset Date or, if there is no such next Optional Reset Date, to the Stated Maturity o f the principal amount of this Note (each period a "Subsequent Interest Period"), including the date or dates on which or the period or periods during which and the price or prices at which such redemption may occur during such Subsequent Interest Period.

                        Notwithstanding the foregoing, not later than 20 days prior to an Optional Reset Date for a Note, the Company may, at its option, revoke the interest rate, in the case of a Fixed Rate Note, or the Spread and/or Spread Multiplier, in the case of a Floating Rate Note, in either case provided for in the Reset Notice and establish a higher interest rate, in the case of a Fixed Rate Note, or a new Spread and/or Spread Multiplier which results in a higher interest rate, in the case of a Floating Rate Note, for the Subsequent Interest Period commencing on such Optional Reset Date by causing the Paying Agent to send by facsimile transmission, hand delivery or letter (first class, postage prepaid) notice of such higher interest rate or new Spread and/or Spread Multiplier, as the case may be, to the Holder. Such notice shall be irrevocable. All Notes with respect to which the interest rate or Spread and/or Spread Multiplier is reset on an Optional Reset Date will bear such higher interest rate, in the case of a Fixed Rate Note, or new Spread and/or Spread Multiplier, in the case of a Floating Rate Note.

                        If the Company elects to reset the interest rate or the Spread and/or Spread Multiplier on an Optional Reset Date, the Holder will have the option to elect repayment by the Company on such Optional Reset Date at a price equal to the principal amount thereof plus any accrued interest to such Optional Reset Date. In order for a Note to be so repaid on an Optional Reset Date on which the interest rate or the Spread and/or Spread Multiplier is reset, the Holder must follow the procedures set forth in paragraph 5 below for optional repayment, except that the period for delivery of such Note or notification to the Paying Agent shall be at least 25 but not more than 35 days prior to such Optional Reset Date and except that a Holder who has tendered a Note for repayment pursuant to a Reset Notice may, by written notice to the Paying Agent, revoke any such tender for repa yment until 5:00 p.m. New York City time on the tenth day, whether or not a Business Day, prior to such Optional Reset Date.

                        Extendible Notes. If specified on the face hereof, the Company has the option to extend the Stated Maturity of this Note for one or more periods of from one to five whole years (each an "Extension Period") up to but not beyond the date of final maturity, which shall in no event be more than thirty years from the Original Issue Date of this Note (the "Final Maturity Date"), and Exhibit A hereto will set forth each applicable Extension Period, the Final Maturity Date and any other terms and conditions applicable to such option.

                        The Company may exercise such option by notifying the Paying Agent of such exercise at least 45 but not more than 60 calendar days prior to the Stated Maturity of this Note in effect prior to the exercise of such option (the "Original Stated Maturity Date"). If the Company so notifies the Paying Agent of such exercise, the Paying Agent will send, not later than 40 calendar days prior to the Original Stated Maturity Date, by facsimile transmission, hand delivery or letter (first class, postage prepaid), to the Holder hereof a notice (the "Extension Notice") relating to such Extension Period, indicating (i) that the Company has elected to extend the Stated Maturity of this Note, (ii) the new Stated Maturity, (iii) in the case of a Fixed Rate Note, the interest rate applicable to the Extension Period or, in the case of a Floating Rate Note, the Spread and/or Spread Multiplier applicable to the Extension Period, and (iv) the provisions, if any, for redemption during the Extension Period, including the date or dates on which or the period or periods during which and the price or prices at which such redemption may occur during the Extension Period. Upon the sending by the Paying Agent of an Extension Notice to the Holder hereof, the Stated Maturity of this Note shall be extended automatically, and, except as modified by the Extension Notice and as described in the next two paragraphs, this Note will have the same terms as prior to the sending of such Extension Notice.

                        Notwithstanding the foregoing, not later than 20 calendar days prior to the Original Stated Maturity Date of a Note, the Company may, at its option, revoke the interest rate, in the case of a Fixed Rate Note, or the Spread and/or Spread Multiplier, in the case of a Floating Rate Note, provided for in the Extension Notice and establish a higher interest rate, in the case of a Fixed Rate Note, or a new Spread and/or Spread Multiplier which results in a higher interest rate, in the case of a Floating Rate Note, for the Extension Period by causing the Paying Agent to send by facsimile transmission, hand delivery or letter (first class, postage prepaid) notice of such higher interest rate or new Spread and/or Spread Multiplier, as the case may be, to the Holder of such Note. Such notice shall be irrevocable. All Notes with respect to which the Stated Maturity is ext ended will bear such higher interest rate, in the case of a Fixed Rate Note, or new Spread and/or Spread Multiplier, in the case of a Floating Rate Note, for the Extension Period, whether or not tendered for repayment as provided in the next paragraph.

                        If the Company elects to extend the Stated Maturity of a Note, the Holder of such Note will have the option to elect repayment of such Note by the Company on the Original Stated Maturity Date at a price equal to the principal amount thereof plus any accrued and unpaid interest to such date. In order for a Note to be so repaid on the Original Stated Maturity Date, the Holder must follow the procedures set forth in paragraph 5 below for optional repayment, except that the period for delivery of such Note or notification to the Paying Agent shall be at least 25 but not more than 35 calendar days prior to the Original Stated Maturity Date. A Holder who has tendered a Note for repayment following receipt of an Extension Notice may revoke such tender for repayment by written notice to the Paying Agent received prior to 5:00 P.M., New York City time, on the tenth day p rior to the Original Stated Maturity Date.

                        Combination of Provisions. If so specified on the face hereof, this Note may be subject to all of the provisions, or any combination of the provisions, described above under "Interest Rate Reset" and "Extendible Notes."

                        3.          Payments of interest (other than interest payable at Maturity) will be made by mailing a check to the Holder at the address of the Holder appearing on the Securities Register on the applicable Regular Record Date, unless otherwise agreed to by the Company. The principal amount hereof and any premium and the interest payable at Maturity will be paid at Maturity against presentation of this Note at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, or as otherwise provided in the Indenture.

                        4.          If specified on the face hereof, this Note may be redeemed, as a whole or from time to time in part, at the option of the Company, on not less than 30 nor more than 60 days' prior notice given as provided in the Indenture, on any Redemption Date(s) and at the related Redemption Price(s) (expressed as a percentage of the principal amount hereof) set forth on the face hereof, together with interest accrued and unpaid hereon to such Redemption Date. If no such Redemption Date is set forth on the face hereof, this Note may not be so redeemed prior to the Maturity Date specified on the face hereof. If fewer than all the Outstanding Notes of like tenor and terms are to be redeemed, the particular Notes to be redeemed shall be selected by the Trustee not more than 60 days prior to the Redemption Date from th e Outstanding Notes of like tenor or terms not previously called for redemption. Such selection shall be of principal amounts in increments of $1,000 (provided that any remaining principal of any Note shall be at least $1,000). Subject to the immediately preceding sentence, such selection shall be made by any method as the Trustee deems fair and appropriate. The notice of such redemption shall specify which Notes are to be redeemed. In the event of redemption of this Note in part only, a new Note or Notes of this series of like tenor or terms for the unredeemed portion hereof will be issued to the Holder hereof upon the cancellation hereof.

                        5.          If specified on the face hereof, this Note will be subject to repayment at the option of the Holder hereof on the Repayment Date(s) and at the related Repayment Price(s) (expressed as a percentage of the principal amount hereof) indicated on the face hereof. If no such Repayment Date is set forth on the face hereof, this Note may not be so repaid prior to the Maturity Date specified on the face hereof. On each Repayment Date, if any, this Note shall be repayable in whole or in part at the option of the Holder hereof at the applicable Repayment Price set forth on the face hereof, together with interest accrued and unpaid hereon to such Repayment Date. In order for this Note to be repaid in whole or in part at the option of the Holder hereof, the Paying Agent must receive not less than 30 but not more than 45 days prior to the Repayment Date (i) the Note with the form entitled "Option to Elect Repayment" below duly completed or (ii) a facsimile transmission or a letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or a trust company in the United States of America setting forth the name of the Holder of the Note, the principal amount of the Note, the certificate number of the Note or a description of the Note's tenor or terms, the principal amount of the Note to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that the Note to be repaid with the form entitled "Option to Elect Repayment" on the reverse of the Note duly completed will be received by such Paying Agent no later than five Business Days after the date of such facsimile transmission or letter and such Note and form duly completed are received by such Paying Agent by such fifth Business Day. Exercise of such repaymen t option shall be irrevocable. Such option may be exercised by the Holder for less than the entire principal amount provided that the principal amount remaining outstanding after repayment is an authorized denomination.

                        6.          If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. If this is an Original Issue Discount Note and the principal amount hereof is declared to be due and payable, the amount of principal due and payable with respect to this Note shall be limited to the Amortized Face Amount of this Note as of the date of such declaration. If this Note is an Original Discount Note that does not bear stated interest, the "Amortized Face Value" hereof shall be the issue price (increased by any accruals of discount). For purposes of determining the amount of discount that has accrued from the date of issue to the date of declaration for an Original Issue Discount Note, the discount shall be accrued using a constant yield method. The constant yield shall be calculated using a 30-day month, 360-day year convention, an annual compounding period, the yield to maturity set forth in the applicable Pricing Supplement and an assumption that the maturity of such Original Issue Discount Note will not be accelerated. The accrual of the applicable discount may differ from the accrual of original issue discount for purposes of the Internal Revenue Code, but in no event shall the Amortized Face Amount of this Note exceed the principal amount hereof. An Original Issue Discount Note is a Note, including any Zero-Coupon Note, that has a stated redemption price at its Maturity Date that exceeds its Issue Price by at least 0.25% of its principal amount, multiplied by the number of full years from the Original Issue Date to the Maturity Date for such Note and any other Note designated by the Company as issued with original issue discount for United States federal income tax purposes.

                        7.          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities under the Indenture at any time by the Company with the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of all series to be affected thereby (voting as one class). The Indenture also contains provisions permitting the Holders of a majority in principal amount of the Securities of any series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and past defaults under the Indenture and their consequences with respect to such series. I n the case of any such waiver, the Holder of this Note shall be restored to his former position and rights hereunder, such default shall cease to exist and be deemed to have been cured and not to have occurred, and any related Event of Default shall be deemed to have been cured, and not to have occurred for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

                        8.          No reference herein to the Indenture and no provision of this Note or of the Indenture shall affect or impair the obligation of the Company, which is unconditional and absolute, to pay the principal of and premium, if any, and interest on this Note at the places, at the times, at the rates, in the amounts and in the coin or currency as prescribed herein and in the Indenture.

                        9.          Notes will be issued in minimum denominations of $100,000 or any integral multiple of $1,000 over such minimum denomination.

                        10.          As provided in the Indenture and subject to certain limitations therein set forth, this Note is transferable on the Securities Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company to be maintained for that purpose in The City of New York. Every Note presented for registration of transfer shall (if so required by the Company or the Securities Registrar) be duly endorsed, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed, by the Holder hereof or its attorney duly authorized in writing, and thereupon one or more new Notes of like tenor and terms of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees.

                        The Company shall not be required (i) to issue, register the transfer of or exchange Notes to be redeemed for a period of fifteen days preceding the date of the mailing of the notice of redemption, or (ii) to register the transfer of or to exchange any such Note or portion thereof selected for redemption, except the unredeemed portion of any such Note being redeemed in part.

                        No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of a Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name a Note is registered as the owner hereof for all purposes whether or not such Note be overdue and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

                        11.          So long as any of the Notes are "restricted securities" within the meaning of Rule 144(a)(3) under the 1933 Act, the Company shall, during any period in which it is not subject to and in compliance with Section 13 or 15(d) of the 1934 Act, provide to each Holder of such restricted securities and to each prospective purchaser (as designated by such Holder) of such restricted securities, upon the request of such Holder or prospective purchaser, any information required to be provided by Rule 144A(d)(4) under the 1933 Act, including annual audited financial statements and related reports of independent auditors to the extent reasonably available.

                        12.          Unless otherwise defined herein, all terms used in this Note which are defined in the Indenture shall have the meaning assigned to them in the Indenture.

                        13.          The Indenture and this Note shall for all purposes be governed by, and construed in accordance with, the laws of the State of Maine, and for all purposes this Indenture shall be construed in accordance with the laws of said State, except that the rights and duties of the Trustee shall be governed by the laws of the State of New York.

ASSIGNMENT

                        FOR VALUE RECEIVED, the undersigned hereby sells,

assigns and transfers unto

                                                 
Please insert social security
or other identifying number
of assignee                                                  
Please print or typewrite
name and address of assignee

_________________________________________________________________

_________________________________________________________________

the within Note of Central Maine Power Company and does hereby irrevocably constitute and appoint ____________________________________ attorney to transfer the said Note on the books of the within-mentioned Company, with full power of substitution in the premises.

Dated:                                                                                         
Notice: The signature on this assignment must
correspond with the name as written upon the
face of the Note in every particular without
alteration or enlargement or any change
whatsoever.

OPTION TO ELECT REPAYMENT*

                        The undersigned hereby irrevocably requests and instructs the Company to repay the within Note (or portion hereof specified below) pursuant to its terms at a price equal to the applicable Repayment Price thereof together with interest to the Repayment Date, to the undersigned at __________________________ ________________________________________________________________
          Please print or typewrite name and address of the undersigned

                        If less than the entire principal amount of the within Note is to be repaid, specify the portion thereof that the Holder elects to have repaid ________________________________ and specify the denomination or denominations (which shall be in authorized denominations) of the Notes to be issued to the Holder for the portion of the within Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid): ____________________________.

Date:                                                 
                                                 
              Signature

* Note: This option is not available to a holder unless this Note contains an express provision granting to the holder hereof an option to elect repayment.

EX-31.1

Exhibit 31-1

Certification

I, Sara J. Burns, certify that:

1. I have reviewed this Form 10-Q of Central Maine Power Company for the quarter ended March 31, 2005;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  May 5, 2005    /s/Sara J. Burns                                          
       Sara J. Burns
       President

EX-31.2

Exhibit 31-2

Certification

I, R. Scott Mahoney, certify that:

1. I have reviewed this Form 10-Q of Central Maine Power Company for the quarter ended March 31, 2005;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  May 5, 2005    /s/R.Scott Mahoney                                                  
       R. Scott Mahoney
       Vice President - Controller & Treasurer, Clerk

EX-32

Exhibit 32

CERTIFICATION OF PERIODIC REPORT OF
PRINCIPAL EXECUTIVE OFFICER
AND OF
PRINCIPAL FINANCIAL OFFICER
OF

CENTRAL MAINE POWER COMPANY

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

          We, Sara J. Burns, President, and R. Scott Mahoney, Vice President - Controller & Treasurer, Clerk, of Central Maine Power Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) Central Maine Power Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 (the "Report"), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Central Maine Power Company.

Date:   May 5, 2005	/s/Sara J. Burns                                              Sara J. Burns        President
	/s/R. Scott Mahoney                                         R. Scott Mahoney        Vice President - Controller &        Treasurer, Clerk

EX-31.1

Exhibit 31-1

Certification

I, James P. Laurito, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Rochester Gas and Electric Corporation for the quarter ended March 31, 2005;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:   May 5, 2005    /s/James P. Laurito                                
       James P. Laurito
       President

EX-31.2

Exhibit 31-2

Certification

I, Joseph J. Syta, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Rochester Gas and Electric Corporation for the quarter ended March 31, 2005;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:   May 5, 2005    /s/Joseph J. Syta                                        
       Joseph J. Syta
       Vice President - Controller and Treasurer

EX-32

Exhibit 32

CERTIFICATION OF PERIODIC REPORT OF
PRINCIPAL EXECUTIVE OFFICER
AND OF
PRINCIPAL FINANCIAL OFFICER
OF

ROCHESTER GAS AND ELECTRIC CORPORATION

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

          We, James P. Laurito, President, and Joseph J. Syta, Vice President - Controller and Treasurer, of Rochester Gas and Electric Corporation, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) Rochester Gas and Electric Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 (the "Report"), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Rochester Gas and Electric Corporation.

Date:   May 5, 2005	/s/James P. Laurito                                                James P. Laurito         President
	/s/Joseph J. Syta                                                  Joseph J. Syta         Vice President - Controller and Treasurer