SECOND AMENDMENT TO DIRECTOR BENEFIT TRUST AGREEMENT

                                                                     EXHIBIT 19

                                  SECOND AMENDMENT
                        TO DIRECTOR BENEFIT TRUST AGREEMENT

         Second Amendment to Director Benefit Trust Agreement dated as of the
___ day of July, 1997 (the "Second Amendment") by and between New York State
Electric & Gas Corporation (the "Corporation") and Bankers Trust Company, a New
York Banking Corporation, as Trustee ("Trustee") amending certain provisions of
the Director Benefit Trust Agreement, dated as of July 1, 1994, as amended, (the
"Trust Agreement") by and between the Corporation and the Trustee.

         WHEREAS, the parties hereto wish to amend the Trust Agreement to
clarify the assumptions used in Section 2.4 thereof and to modify the definition
of Transfer in Section 2.5(b) thereof.


         NOW, THEREFORE, the parties hereto hereby agree as follows:

              1.   The first sentence of Section 2.4 of the Trust Agreement is
    hereby amended to read as follows:

              "For the purpose of determining the amount of the Corporation's
         contributions under Section 2.2 and 2.3 hereof, the present value of
         the Benefits under the Retirement Plan for Directors shall be
         determined using the 1983 Group Annuity Mortality Table and an
         interest rate equal to the after-tax yield on a 10-Year Treasury
         Constant Maturity Bond."

              2.   Paragraph (ii) of Section 2.5(b) of the Trust Agreement is
    hereby amended to read as follows:

              "during any period of two consecutive years (not including any
         period prior to the date of this Agreement), individuals who at the
         beginning of such period constitute the Board and any new director
         (other than a director designated by a Person who has entered into an
         agreement with the Corporation to effect a transaction described in
         paragraph (i), (iii) or (iv) of this Section 2.5(b) or a director
         whose initial assumption of office occurs as a result of an actual or
         threatened election contest with respect to the election or removal of
         directors or other actual or threatened solicitations of proxies or
         consents by or on behalf of a Person other than the Board) whose
         election by the Board or nomination for election by the 



         Corporation's stockholders was approved by a vote of at least
         two-thirds (2/3) of the directors then still in office who either were
         directors at the beginning of the period or whose election or
         nomination for election was previously so approved, cease for any
         reason to constitute a majority thereof; or"

              3.   This Second Amendment is effective as of the date first 
    above written.

              4.   Except as expressly modified hereby, the terms and     
provisions of the Trust Agreement remain in full force and effect.

         IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed by their respective duly authorized
representatives as of the date first above written.

NEW YORK STATE ELECTRIC &         BANKERS TRUST COMPANY
  GAS CORPORATION


By: __________________________    By: __________________________