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

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 a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Indicate the number of shares outstanding of each of the issuers' classes of common stock, as of the latest practicable date.

As of April 30, 2007, shares of common stock outstanding for each registrant were:

This combined Form 10-Q is separately filed by Energy East Corporation and Rochester Gas and Electric Corporation. Information contained herein relating to either registrant is filed by such registrant on its own behalf. Neither registrant makes any representation as to information relating to the other registrant.

Rochester Gas and Electric Corporation meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced disclosure format specified in General Instruction H(2) of Form 10-Q.

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 that could cause actual results to differ materially from those contemplated in any forward-looking statements are discussed in our Form 10-K for the fiscal year ended December 31, 2006, Item 1A - Risk Factors and Item 7 - MD&A - Market Risk, and also include, among others:

• the deregulation and continued regulatory unbundling of a formerly vertically-integrated utility industry,
• our ability to compete in the rapidly changing and competitive electric and/or natural gas utility markets,
• regulatory uncertainty and volatile energy supply prices,
• implementation of NYSEG's electric rate order issued by the NYPSC that has been in effect since January 1, 2007,
• implementation of the Energy Policy Act of 2005,
• increased state and FERC regulation of, among other things, intercompany cost allocations,
• the operation of the NYISO and retroactive NYISO billing adjustments,
• the operation of ISO-NE as an RTO and CMP's continued participation in ISO-NE,
• our continued ability to recover NUG and other costs,
• changes in fuel supply or cost and the success of strategies to satisfy power requirements,
• our ability to expand our products and services including our energy infrastructure in the Northeast,
• the effect of commodity costs on customer usage and uncollectible expense,
• our ability to maintain enterprise-wide integration synergies,
• market risk from changes in value of financial or commodity instruments, derivative or nonderivative, caused by fluctuations in interest rates or commodity prices,
• the ability of third parties to continue to supply electricity and natural gas,
• our ability to obtain adequate and timely rate relief and/or the extension of current rate plans,
• the possible discontinuation or further modification of fixed-price supply programs in New York,
• nuclear decommissioning or environmental incidents,
• legal or administrative proceedings,
• changes in the cost or availability of capital,
• economic growth or contraction in the areas in which we do business,
• extreme weather-related events such as floods, hurricanes, ice storms or snow storms,
• weather variations affecting customer energy usage,
• authoritative accounting guidance,
• acts of terrorism,
• the effect of volatility in the equity and fixed income markets on the cost of pension and other postretirement benefits,
• the inability of our internal control framework to provide absolute assurance that all incidents of fraud or error will be detected and prevented, and
• other considerations that may be disclosed from time to time in our publicly disseminated documents and filings.

We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

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

Energy East's primary operations, our electric and natural gas utility operations, are subject to rate regulation established predominately by state utility commissions. The approved regulatory treatment on various matters significantly affects our financial position, results of operations and cash flows. We have long-term rate plans for NYSEG's natural gas segment, RG&E, CMP and Berkshire Gas that currently allow for recovery of certain costs, including stranded costs, and provide stable rates for customers and revenue predictability. Where long-term rate plans are not in effect, we monitor the adequacy of rate levels and file for new rates when necessary. NYSEG's five-year electric rate plan expired December 31, 2006, and new rates went into effect on January 1, 2007. SCG received approval for new rates that became effective January 1, 2006, and CNG recently received approval for new rates that became effective April 1, 2007.

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 our operations and the rates that our customers pay for energy. Those proceedings, which are discussed below, could affect the nature of the electric and natural gas utility industries in New York and New England.

We expect to make significant capital investments to enhance the safety and reliability of our distribution systems and to meet the growing energy needs of our customers in an environmentally friendly manner. Capital spending is expected to exceed $3 billion through 2011, including $496 million in 2007. Major spending programs include the installation of advanced metering infrastructure (AMI) in New York and Maine requiring an investment of approximately $500 million; $500 million of transmission investments, predominantly in Maine; a high efficiency transformer replacement program; and a "green" fleet initiative. The majority of our planned transmission investments will be pursuant to a regional reliability planning process and should qualify for the FERC's transmission investment ROE incentive adders for New England transmission owners. We have also proposed to the NYISO that Russell Station be repowered, using either clean coal technology or natural gas, to meet projected load requirements in the Rochester, New York area. The cost would be approximately $500 million. We estimate that over one-half of our capital spending program will be funded with internally generated funds and the remainder through the issuance of a combination of debt and equity securities.

This MD&A for the quarter ended March 31, 2007, should be read in conjunction with our MD&A, financial statements and notes contained in our report on Form 10-K for the fiscal year ended December 31, 2006. Due to the seasonal nature of our operations, financial results for interim periods are not necessarily indicative of trends for a 12-month period.

We have maintained a consistent energy delivery and services strategy over the past several years, focusing on the safe, secure and reliable transmission and distribution of electricity and natural gas. Our operating companies have become increasingly efficient through realization of merger-enabled synergies. Our current strategic focus is on addressing many of the precepts of the Energy Policy Act of 2005 including: (1) investing in transmission to increase reliability, meet new load growth and connect new, renewable generation to the grid; (2) investing in AMI to promote customer conservation and peak load management; (3) investing in our distribution infrastructure to make it more efficient by reducing losses; and (4) investing in new regulated generation that is environmentally friendly and, where possible, sustainable.

Our individual company rate plans are a critical component of our success. While specific provisions may vary among our public utility subsidiaries, our overall strategy includes creating stable rate environments that allow our subsidiaries to earn a fair return while minimizing price increases and sharing achieved savings with customers.

Our electric delivery business consists primarily of our regulated electricity transmission, distribution and generation operations in upstate New York and Maine.

NYSEG's Supply Service Filing: On April 5, 2007, NYSEG submitted to the NYPSC its proposal for revisions to its supply service. Details of the proposal include:

Advanced Metering Infrastructure: In February 2007, in response to an August 2006 NYPSC order, NYSEG and RG&E filed a plan to install AMI (smart meters) for all of their electric and natural gas customers. Smart meters would provide customers with detailed consumption data, enabling them to better control their energy usage. Smart meters would also eliminate the need for routine manual meter readings and estimated bills, improve the companies' response to service interruptions, improve the gas balancing and settlement process, reduce greenhouse gas emissions, and create opportunity for a wide range of time-differentiated rates, load management, and load aggregation programs that are expected to reduce peak loads and thereby defer the need for additional electric generation sources. The plan calls for a total capital investment of approximately $370 million between 2007 and 2012.

Threatened Litigation for Russell Station: In October 1999 RG&E received a letter from the New York State Attorney General's office alleging that RG&E may have constructed and operated major modifications to its Beebee and Russell generating stations without obtaining the required prevention of significant deterioration or new source review permits. The letter requested that RG&E provide the Attorney General's office with a large number of documents relating to this allegation. In January 2000 RG&E received a subpoena from the NYSDEC ordering production of similar documents. RG&E supplied documents and complied with the subpoena.

The NYSDEC served RG&E with a notice of violation in May 2000 alleging that between 1983 and 1987 RG&E completed five projects at Russell Station and two projects at Beebee Station, which is currently shut down, without obtaining the appropriate permits. RG&E believes it has complied with the applicable rules and there is no basis for the Attorney General's and the NYSDEC's allegations. Beginning in July 2000 the NYSDEC, the Attorney General and RG&E had a number of discussions with respect to the resolution of the notice of violation. In October 2006 the Attorney General's office and the NYSDEC notified RG&E of their intention to file a complaint in federal court for violations involving Russell Station unless a settlement can be reached.

If the Attorney General and the NYSDEC were to commence a Clean Air Act lawsuit against RG&E, they would need to demonstrate that, among other things, the challenged modifications to Russell Station caused an "increase" in emissions from the station. The issue of what constitutes the appropriate test for an emissions increase was before the United States Supreme Court in Environmental Defense v. Duke Energy Corporation, Docket No. 05-848. In April 2007 the US Supreme Court ruled that the lower courts, in an attempt to reconcile perceived inconsistencies in the EPA's regulation of stationary sources of air pollution, impermissibly invalidated certain of those regulations. The court did not reach a decision concerning whether Duke had in fact violated those regulations. The case was remanded so that that issue, as well as other defenses asserted by Duke, can be adjudicated. The effect of this decision on discussions between RG&E, the Attorney General and NYSDEC is unknown. RG&E, the NYSDEC and the Attorney General continue to discuss this matter and no suit has been filed to date. RG&E is not able to predict the outcome of this matter.

CMP Alternative Rate Plan: CMP submitted to the MPUC its annual price change filing pursuant to the terms of its current ARP 2000 on March 15, 2007. In its filing and subsequent update on April 11, 2007, CMP proposes a distribution rate increase of 2.1% comprised, in part, of the basic price change of inflation minus a productivity offset, the elimination of prior year one-time adjustments, and recovery for additional electric lifeline program costs. Once approved by the MPUC, revised rates will become effective July 1, 2007. ARP 2000 expires December 31, 2007.

On May 1, 2007, CMP submitted a filing to the MPUC proposing a new alternative rate plan for a seven-year term beginning January 1, 2008 (ARP 2008). CMP's proposal retains the basic structure of ARP 2000, including annual price changes based on a specified inflation index less a predetermined productivity offset, service quality indicators and associated penalties for failure to achieve the indicator performance targets, and explicit provisions for the recovery of certain exogenous or mandated costs. The filing proposes to maintain the existing rates at the termination of ARP 2000 as the initial rates for ARP 2008. The first price change under the new rate plan would occur on July 1, 2008. The proposal includes fixed productivity offset values of 0.25% for the initial two years of the rate plan and 0.50% for the remaining five years. It utilizes reserve accounting mechanisms to address recovery of costs associated with major storm restoration and environmental clean-up costs for manufactured gas sites and PCB-contaminated facilities. CMP's ARP 2008 proposal also incorporates incremental investment and operating expenses for new initiatives including: (1) an AMI project to deploy advanced meters and communications to all of CMP's customers; (2) proposed enhancements in vegetation management, inspection practices and distribution betterment projects designed to improve distribution reliability; and (3) accelerated deployment of more efficient distribution transformers. CMP cannot predict the outcome of these proceedings.

Our natural gas delivery business consists of our regulated natural gas transportation, storage and distribution operations in New York, Connecticut, Massachusetts and Maine.

Natural Gas Supply Agreements: Our natural gas companies - NYSEG, RG&E, SCG, CNG, Berkshire Gas and MNG - each had a three-year strategic alliance with BP Energy Company that ended on March 31, 2007. NYSEG, RG&E, SCG, CNG and Berkshire Gas - have each entered into a new three-year strategic alliance with Coral Energy Resources, beginning on April 1, 2007, that optimizes transportation and storage services.

CNG Regulatory Proceeding: In September 2006 CNG submitted a general rate filing, requesting a net rate increase of $28.2 million, or 7.9%, in base delivery revenues effective April 1, 2007, based on an 11.0% ROE. The requested increase includes $6.7 million for increased bad debt expense, including a hardship program, $5.6 million for sharing of achieved management efficiencies and $4.3 million to offset lower normalized customer usage.

In December 2006 CNG and The Office of Consumer Counsel in the State of Connecticut filed with the DPUC a proposed settlement agreement. On March 14, 2007, the DPUC approved the settlement with minor modifications. The approval included a rate increase of $14.4 million, based on an allowed ROE of 10.1% and a non-firm margin of $12.6 million. The agreement allows CNG to proceed with its proposed automated meter reading project and defer the net costs until its next rate case. CNG also agreed to freeze its base distribution rates for 24 months. The new rates became effective April 1, 2007.

The FASB issued Statement 157 in September 2006 and Statement 159 in February 2007. The FASB cleared DIG Issue G26 in December 2006 and it was posted to the FASB website in January 2007. See Item 1, Note 7 to our consolidated financial statements for explanations about these new accounting standards.

Operating Activities: Significant operating activities that affected cash flows during the three months ended March 31, 2007, included the following:

• A decrease in accounts payable that reduced cash $45 million, primarily due to payments for natural gas and electricity purchases,
• An increase in receivables that reduced cash $113 million,
• A $77 million refund credited to customer account pursuant to NYSEG's 2006 electric rate proceeding,
• A reduction in fuel inventories that increased cash $184 million, and
• Payments of refunds by RG&E of $10 million, which represented the last scheduled refund pursuant to its 2004 electric rate agreement.

Investing Activities: Utility capital spending for the three months ended March 31, 2007, was $78 million. Utility capital spending is projected to be $496 million in 2007, the majority of which is expected to be paid for 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, and the RG&E transmission project.

Current investments available for sale, which consist of auction rate securities, increased $166 million during the quarter as a result of funds available from our March 2007 issuance of common stock.

Financing Activities: The financing activities discussed below include those activities necessary for the company and its principal subsidiaries to maintain adequate liquidity and credit quality and ensure access to capital markets.

On March 27, 2007, we sold nine million shares of common stock at $24.25 per share. As provided for in an underwriting agreement, we sold an additional one million shares of common stock at $24.25 per share on April 2, 2007, pursuant to an over-allotment provision. After deducting underwriting fees and other costs, the aggregate net proceeds were $235 million. The proceeds will be used to fund the repurchase of debt and for general corporate purposes, including our construction program. The sale increased our common equity ratio to 44%.

During the first quarter of 2007 we issued 196,133 shares of our common stock at an average price of $25.23 through our Investor Services Program.

We repurchased 350,000 shares of our common stock in January 2007, primarily for grants of restricted stock. We awarded 296,145 shares of our common stock, issued out of treasury stock, to certain employees through our Restricted Stock Plan, at a grant date fair value of $24.76 per share of common stock.

Earnings per basic share for the first quarter 2007 were $0.90 compared to $0.91 per share earned in the first quarter 2006.

While earnings were relatively consistent on a year-over-year basis, several key factors affected results:

• Favorable year-over-year weather drove increased retail sales in both the electricity and gas delivery businesses. Heating degree days during the first quarter of 2007 were near normal levels but were approximately 13% higher than the first quarter of 2006, which experienced a relatively mild winter. Weather helped drive a 3% increase in retail electric sales and a 10% increase in retail gas sales. This resulted in $0.04 per share benefit from electric margins and an additional $0.05 per share in natural gas margins.
• Absent sales increases, electric margins reduced earnings per share $0.15 for the quarter due largely to the August 2006 NYSEG rate order.
• Interest costs declined by $0.04 per share on a year-over-year basis driven by lower carrying costs on regulatory liabilities and savings from debt refinancings completed in 2006.
• Year-over-year operation & maintenance expenses were down $0.01 per share. This was driven by lower storm costs which were partially offset by small increases in other O&M items.

Energy deliveries and electricity commodity sales for the first quarter of 2007 compared to the same period in 2006 are shown below.

While significantly colder than last year, weather for the first quarter of 2007, on a heating degree day basis, approximated normal weather.

Operating Revenues: The $19 million decrease in operating revenues for the first quarter of 2007 was primarily the result of:

• A decrease of $23 million resulting from higher accruals for earnings sharing, which is included in other revenues. $14 million of this decrease related to adjustments recorded in 2006 resulting from the finalization of NYSEG's and RG&E's annual compliance filings.
• A decrease of $10 million resulting from NYSEG's delivery rate decrease pursuant to the order in its 2006 rate proceeding,
• A decrease of $26 million in wholesale revenues, reflecting a 23% decline in wholesale volume,
• A decrease of $36 million resulting from lower accruals for the NBC, which will be passed on to customers through lower transition charges, and
• A decrease of $8 million resulting from a 4% decline in electricity sales under supply service programs in New York.

Those decreases were partially offset by:

• An increase of $64 million in average delivery prices, primarily resulting from higher transition charges. Transition charges allow the companies to recover actual generation and purchased power costs and have no net effect on earnings. The increase in transition charges was partially offset by the NBC accrual discussed above.
• An increase of $9 million resulting from increased prices for electricity sales under supply service programs in New York, and
• An increase of $11 million resulting from a 3% increase in retail deliveries. Approximately one-third of the increase was due to colder temperatures in 2007.

Operating Expenses: The $3 million increase in operating expenses for the first quarter of 2007 was primarily the result of:

• An increase of $8 million for higher purchased power costs.

That increase was partially offset by:

• A decrease of $3 million in operating and maintenance expenses attributable largely to storm-related costs.

Operating Revenues: The $40 million increase in operating revenues for the first quarter of 2007 was primarily the result of:

• An increase of $89 million resulting from a 10% increase in retail deliveries. Approximately one-half of the increase was due to colder temperatures in 2007.

Those increases were partially offset by:

• A decrease of $44 million resulting from lower market prices for natural gas that were passed on to customers, and
• A decrease of $6 million resulting from lower weather normalization accruals.

Operating Expenses: The $32 million increase in operating expenses for the first quarter of 2007 was primarily the result of:

• An increase of $66 million in natural gas purchases due to increased delivery volumes, and
• An increase of $3 million in gross receipts taxes resulting from higher revenues.

Those increases were partially offset by:

• A decrease of $37 million in natural gas purchases resulting from lower market prices.

The primary business included in our Other segment is our energy marketing business comprised of Energetix, Inc. and NYSEG Solutions, Inc., which market electricity and natural gas to customers throughout the state of New York. They currently have 162,000 electricity customers and 52,000 natural gas customers in the service territories of RG&E, NYSEG and several other New York state utilities.

Operating Revenues: The $3 million decrease in operating revenues for the first quarter of 2007 was primarily the result of:

• A decrease of $12 million due to lower electricity sales due to the loss of some large customers to other suppliers, and
• A decrease of $10 million due to lower natural gas prices.

Those decreases were partially offset by:

• An increase of $13 million due to higher electricity prices, and
• An increase of $6 million due to higher natural gas volumes.

Operating Expenses: The $1 million decrease in operating expense for the first quarter of 2007 was primarily the result of:

• A decrease of $11 million in purchased electricity due to lower sales volume, and
• A decrease of $6 million in purchased natural gas due to lower market prices.

Those decreases were partially offset by:

• An increase of $11 million in purchased electricity due to higher prices, and
• An increase of $5 million in natural gas purchases due to higher sales.