8-K

    As filed with the Securities and Exchange Commission on December 3, 1998

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                   FORM 8 - K



                                 CURRENT REPORT

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


                        DATE OF REPORT - DECEMBER 3, 1998



                        NIAGARA MOHAWK POWER CORPORATION
                        --------------------------------
             (Exact name of registrant as specified in its charter)




      State of New York                1-2987                 15-0265555
(State or other jurisdiction   (Commission File Number)    (I.R.S. Employer
      of incorporation)                                    Identification No.)




     300 Erie Boulevard West, Syracuse, N.Y.                     13202
     (Address of principal executive offices)                  (Zip Code)




     Registrant's telephone number, including area code      315-474-1511



Item 5.  Other Events
- ---------------------

(a)     On December 3, 1998, the Company issued a press release regarding an
        agreement to sell its hydroelectric generating plants.  See press
        release attached (Exhibit No. 99).


Item 7.  Financial Statements and Exhibits
- ------------------------------------------

Exhibits.  Following is the list of Exhibits furnished in accordance with the
provisions of Item 601 of Regulation S-K, filed as part of this current report
on Form 8-K.

Exhibit 99 - Press release of registrant issued on December 3, 1998 relating to
the Company's agreement to sell its hydroelectric generating plants.





            NIAGARA MOHAWK POWER CORPORATION AND SUBSIDIARY COMPANIES


                                    SIGNATURE
                                    ---------



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


                                      NIAGARA MOHAWK POWER CORPORATION
                                      --------------------------------
                                                 (Registrant)






Date:     December 3, 1998          By  /s/Steven W. Tasker
                                        ______________________________________
                                        Steven W. Tasker
                                        Vice President-Controller and
                                        Principal Accounting Officer,
                                        in his respective capacities
                                        as such




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

Following is the index of Exhibits furnished in accordance with the provisions
of Item 601 of Regulation S-K, filed as part of this current report on Form 8-K.

Exhibit No. 99 - Press release of registrant issued on December 3, 1998 relating
to the Company's agreement to sell its hydroelectric generating plants.

EX-99

                                 

                                  EXHIBIT 99

                                 News Release


                        NIAGARA MOHAWK REACHES AGREEMENT
                          TO SELL HYDROELECTRIC PLANTS

SYRACUSE, Dec. 3 -- Niagara Mohawk Power Corp. (NYSE: NMK) today announced
an agreement to sell its 72 hydroelectric generating plants to an affiliate of
Orion Power Holdings, Inc. for $425 million, representing 1.7 times their book
value of approximately $250 million. Located on more than 20 rivers and streams
throughout Upstate New York, the hydroelectric stations have a combined capacity
of  661  megawatts.

Orion was formed in March to acquire electric generating plants across the
United States and Canada.  Orion is headquartered in Baltimore and is jointly
owned  by GS Capital Partners II, an investment fund managed by Goldman, Sachs &
Co., and Constellation Power Source, Inc., a wholly owned subsidiary of
Baltimore Gas and Electric Company.

Niagara Mohawk will purchase electricity from Orion under a transition power
contract in place through September 2001.

"This sale is a significant first step in our strategy to exit the generation
business and become an energy delivery company," said William E. Davis, Niagara
Mohawk's Chairman and Chief Executive Officer. "Proceeds from the sale will be
used to accelerate the retirement of debt consistent with our plan to create
value for our shareholders.

"We're pleased that Orion is the successful buyer of our hydro plants," said
Davis.  "Their commitment to investing in the emerging competitive electric
generation business should provide good opportunities for employees."

Niagara Mohawk continues to actively pursue the sale of its four fossil-fueled
plants and hopes to be in a position to announce the winning bidder or bidders
by the end of the year. The four fossil-fueled plants have a combined capacity
of 3,256 megawatts.  Divestiture of Niagara Mohawk's fossil-fueled and
hydroelectric generating facilities is one of the major elements of the
company's POWERCHOICE plan to reduce prices and promote competition.

The sale is subject to approval by the New York Public Service Commission and
various federal agencies.  Niagara Mohawk expects to complete the transaction by
the middle of 1999.

Investment bankers Merrill Lynch & Co. and Donaldson, Lufkin & Jenrette
Securities are serving as Niagara Mohawk's financial advisors for the generation
asset sale.

Niagara Mohawk is an investor-owned energy services company that provides
electricity to more than 1.5 million customers across 24,000 square miles of
Upstate New York. The company also delivers natural gas to more than 500,000
customers over 4,500 square miles of eastern, central and northern New York.