Registration No. 333-04463
=================================================================


               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549
                     --------------------

                  POST-EFFECTIVE AMENDMENT TO
                         Form S-8
                    REGISTRATION STATEMENT
                            UNDER
                  THE SECURITIES ACT OF 1933
                     --------------------

                  Consolidated Edison, Inc.
    (Exact name of Registrant as specified in its charter)

      New York                             13-3965100
(State of incorporation)     (I.R.S. Employer Identification No.)

                         4 Irving Place
                    New York, New York 10003
                (Address, including zip code, of
            Registrant's principal executive offices)

          Consolidated Edison, Inc. 1996 Stock Option Plan
                   (Full title of the plan)
                     --------------------

     JOAN S. FREILICH,         or        PETER J. O'SHEA, JR.
   Senior Vice President and          Senior Vice President and
   Chief Financial Officer                 General Counsel

                         4 Irving Place
                    New York, New York 10003
                         (212) 460-3900
    (Name, address, including zip code, and telephone number,
             including area code, of agent for service)

                     ---------------------


Consolidated Edison, Inc. ("Registrant") is the successor issuer of
Consolidated  Edison  Company  of New  York,  Inc.  ("CECONY")  pursuant  to the
Agreement and Plan of Exchange  referenced as Exhibit 2 hereto and,  pursuant to
Rule 414(d) under the Securities Act of 1933,  hereby  expressly adopts CECONY's
Registration   Statement  on  Form  S-8  (No.  333-04463)  as  Registrant's  own
registration statement for all purposes of the Securities Act of 1933 and
the Securities Exchange Act of 1934.
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                            PART I

         INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

*Item 1.  Plan Information.

*Item 2.  Registrant Information and Employee Plan Annual
          Information.

- - ----------
* The information  required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this Registration  Statement in accordance with
Rule 428 under the Securities Act of 1933 and the note to Part I of Form S-8.


                           PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The  following  documents  have been filed by  Registrant  or  Consolidated
Edison  Company of New York,  Inc.  ("CECONY")  with the Securities and Exchange
Commission,  and are  hereby  incorporated  by  reference  in this  Registration
Statement:

     (a) CECONY's Annual Report on Form 10-K for the year ended
         December 31, 1996;

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
         Securities Exchange Act of 1934 since December 31, 1996.

      (c)  The  description  of  Registrant's  Common  Shares  ($.10 par  value)
           contained  under the caption  "Proposal  No. 1- The  Holding  Company
           Proposal-  Holding  Company Capital Stock" in the Proxy Statement and
           Prospectus  included  in the  Registration  Statement  on Form S-4 of
           Registrant, which was declared effective October 31, 1997 (No.
           333-39164).

In addition, all documents filed by Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities  Exchange Act of 1934 on or after the date of this
Registration Statement and prior to the filing of a post-effective  amendment to
this Registration Statement which indicates that all securities offered pursuant
to this  Registration  Statement  have been sold or which  deregisters  all such
securities then remaining unsold shall be deemed to be incorporated by reference
in this  Registration  Statement and to be a part hereof from the date of filing
of such documents.


                             II-1





Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.


Item 6. Indemnification of Directors and Officers.

     Reference  is  made  to  Sections  721  to 725 of  the  New  York  Business
Corporation  Law ("NYBCL")  which provide for  indemnification  of directors and
officers. Pursuant to Section 721 of the NYBCL, no indemnification shall be made
to  or on  behalf  of a  director  or  officer  if a  judgment  or  other  final
adjudication adverse to the director or officer establishes that his or her 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
or she personally  gained in fact a financial profit or other advantage to which
he or she was not  legally  entitled.  Section  402(b)  of the  NYBCL  permits a
certificate of  incorporation  to set forth a provision  limiting or eliminating
the personal  liability of directors to a corporation  or its  shareholders  for
damages for any breach of duty in such capacity, provided that no such provision
shall  eliminate or limit the liability of a director (i) if a judgment or other
final  adjudication  adverse to him or her establishes that his or her acts were
in bad faith or involved intentional misconduct or a knowing violation of law or
(ii)  that he or she  personally  gained  in fact a  financial  profit  or other
advantage to which he or she was not legally entitled, or (iii) in certain other
cases specified in Section 719 of the NYBCL.

     Article  SIXTH  of  Registrant's   Restated  Certificate  of  Incorporation
provides that, except to the extent  limitation of liability or  indemnification
is not permitted by applicable  law: (i) a director or officer of the Registrant
shall not be liable to the Registrant or any of its shareholders for damages for
any  breach  of duty in such  capacity,  and (ii)  the  Registrant  shall  fully
indemnify  any person  made,  or  threatened  to be made a party to an action or
proceeding,   whether   civil   or   criminal,   including   an   investigative,
administrative or legislative  proceeding,  and including an action by or in the
right of the Registrant or any other enterprise,  by reason of the fact that the
person is or was a director or officer of the  Registrant,  or is or was serving
at the request of the Registrant any other enterprise as a director,  officer or
in any other capacity, against any and all damages incurred as a result of or in
connection with such action or proceeding or any appeal thereof.

                                  II-2





     As permitted by Section 726 of the NYBCL,  Registrant  has insurance (a) to
indemnify  Registrant  for  obligations  it incurs  for  indemnification  of its
directors  and  officers,  and  (b)  to  indemnify  directors  and  officers  of
Registrant for losses,  costs and expenses  incurred by them in actions  brought
against  them in  connection  with their acts as directors or officers for which
they are not indemnified by Registrant. No insurance payment will be made to any
director  or officer if a judgment or other  final  adjudication  adverse to the
director or officer  establishes  that his or her acts of active and  deliberate
dishonesty  were material to the cause of action so  adjudicated,  or that he or
she personally  gained in fact a financial profit or other advantage to which he
or she was not legally entitled. Registrant may also purchase insurance coverage
insuring the directors and officers of Registrant  against  certain  liabilities
that could arise in connection  with  administration  of  Registrant's  employee
benefit plans.

Item 7. Exemption from Registration Claimed.

     Not applicable.


Item 8. Exhibits.

     See Exhibit Index.

Item 9. Undertakings.

(a)  The undersigned Registrant hereby undertakes:

(1) to file,  during  any  period in which  offers or sales  are being  made,  a
post-effective amendment to this Registration Statement:

     (i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

     (ii) to reflect in the  prospectus  any facts or events  arising  after the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the Registration  Statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective Registration Statement; and

                             II-3





     (iii) to  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such information in the Registration Statement;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by  Registrant  pursuant  to  Section  13 or  Section  15(d)  of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
Registration Statement;

(2) that, for the purpose of determining  any liability under the Securities Act
of  1933,  each  such  post-effective  amendment  shall  be  deemed  to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof; and

(3) to remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under the  Securities  Act of 1933,  each filing of
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
                            II-4






                         SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933,  Registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing on Form S-8 and has duly  caused  this  Post-Effective
Amendment  No. 1 to  Registration  Statement  to be signed on its  behalf by the
undersigned, thereunto duly authorized, in the City of New York and State of New
York on the 2nd day of January, 1998.

                              Consolidated Edison, Inc.

                             By       Joan S. Freilich
                                      Joan S. Freilich
                                     Senior Vice President
                                   and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this  Post-Effective
Amendment No. 1 to Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

       Name                              Title
Eugene R. McGrath*        Chairman of the Board of Directors,
                          President and Chief Executive Officer
                          and Director
                            (Principal Executive Officer)
Joan S. Freilich*          Senior Vice President and Chief
                            Financial Officer and Director
                            (Principal Financial Officer)
Hyman Schoenblum*          Vice President, Controller and Chief
                               Accounting Officer
                            (Principal Accounting Officer)
E. Virgil Conway*          Director
Gordon J. Davis*           Director
Ruth M. Davis*             Director
Ellen V. Futter*           Director
Arthur Hauspurg*           Director
Sally Hernandez-Pinero*    Director
Donald K. Ross*            Director
Robert G. Schwartz*        Director
Richard A. Voell*          Director
Stephen R. Volk*           Director
 ---------------
*  Joan S.  Freilich,  pursuant to Powers of Attorney  (executed  by each of the
   officers and  Directors  listed  above,  and filed as Exhibit 24 hereto),  by
   signing her name hereto  does  hereby  sign and execute  this  Post-Effective
   Amendment No. 1 to  Registration  Statement on behalf of each of the officers
   and Directors named above and indicated as signing  above in the  capacities
   in which the name of each appears above.
                                               Joan S. Freilich
                                               Joan S. Freilich
January 2, 1998              - II-5 -





                     INDEX TO EXHIBITS


                                                    SEQUENTIAL
EXHIBIT                                           NUMBER AT WHICH
  NO.                  DESCRIPTION                 EXHIBIT BEGINS

2.    -- Agreement and Plan of Exchange.
         (Incorporated by reference to Exhibit A
         to the Proxy Statement and Prospectus in
         Part I of Registrant's Registration Statement
         on Form S-4 (No. 333-39164).)

3.1   -- Restated Certificate of Incorporation
         of Registrant. (Incorporated by reference
         to Exhibit B to the Proxy Statement and
         Prospectus in Part I of Registrant's
         Registration Statement on Form S-4
         (No. 333-39164).)

3.2   -- By-laws of Registrant. (Incorporated by
         reference to Exhibit C to the Proxy Statement
         and Prospectus in Part I of  Registrant's
         Registration Statement on Form S-4
         (No. 333-39164).)

23.   -- Consent of Price Waterhouse LLP.

24    -- Powers of Attorney.

99    -- Consolidated Edison Company of New York, Inc.
         1996 Stock Option Plan (Incorporated by reference
         to Exhibit 10.47 in CECONY's Annual Report on Form
         10-K for the year ended December 31, 1995
         (File No. 1-1217).)








                Consent of Independent Accountants




We hereby  consent to the  incorporation  by  reference  in this  Post-Effective
Amendment  No. 1 to the  Registration  Statement on Form S-8 (No.  333-04463) of
Consolidated  Edison, Inc. of our report dated March 13, 1997, appearing on page
49 of the Consolidated  Edison Company of New York, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1996.



Price Waterhouse LLP
New York, New York
January 2, 1998





                                POWER OF ATTORNEY



            The undersigned  hereby  constitutes and appoints Eugene R. McGrath,
Joan S.  Freilich,  Peter J. O'Shea,  Jr., and Peter A. Irwin,  and each of them
(with   full  power  to  act   without   the   others),   the  true  and  lawful
attorney-in-fact  and agent for and on  behalf  of the  undersigned,  and in the
undersigned's name, place and stead, in the undersigned's capacity as a Director
or  Officer  or both,  as the case may be, of  Consolidated  Edison,  Inc.  (the
"Company")  to  sign  one or more  registration  statements  and any  amendments
thereto  and one or more  amendments  to  existing  registration  statements  of
Consolidated Edison Company of New York, Inc. ("CECONY") and one or more further
amendments  thereto to be filed by the Company with the  Securities and Exchange
Commission to register  under the Securities Act of 1933 shares of the Company's
Common  Shares  ($.10 par  value) to be  offered  and sold  under the  Automatic
Dividend  Reinvestment  and Cash Payment Plan,  Discount Stock Purchase Plan and
1996 Stock Option Plan which the Company will assume  pursuant to the  Agreement
and Plan of  Exchange,  dated as of October  28,  1997,  between the Company and
CECONY.

            IN WITNESS WHEREOF,  the undersigned has executed this instrument,
this 23rd day of December, 1997






                                                /s/ Eugene R. McGrath
                                                     Eugene R. McGrath










                                POWER OF ATTORNEY



            The undersigned  hereby  constitutes and appoints Eugene R. McGrath,
Joan S.  Freilich,  Peter J. O'Shea,  Jr., and Peter A. Irwin,  and each of them
(with   full  power  to  act   without   the   others),   the  true  and  lawful
attorney-in-fact  and agent for and on  behalf  of the  undersigned,  and in the
undersigned's name, place and stead, in the undersigned's capacity as a Director
or  Officer  or both,  as the case may be, of  Consolidated  Edison,  Inc.  (the
"Company")  to  sign  one or more  registration  statements  and any  amendments
thereto  and one or more  amendments  to  existing  registration  statements  of
Consolidated Edison Company of New York, Inc. ("CECONY") and one or more further
amendments  thereto to be filed by the Company with the  Securities and Exchange
Commission to register  under the Securities Act of 1933 shares of the Company's
Common  Shares  ($.10 par  value) to be  offered  and sold  under the  Automatic
Dividend  Reinvestment  and Cash Payment Plan,  Discount Stock Purchase Plan and
1996 Stock Option Plan which the Company will assume  pursuant to the  Agreement
and Plan of  Exchange,  dated as of October  28,  1997,  between the Company and
CECONY.

            IN WITNESS WHEREOF,  the undersigned has executed this instrument,
this 12th day of December, 1997






                                                /s/ Joan S. Freilich
                                                     Joan S. Freilich










                                POWER OF ATTORNEY



            The undersigned  hereby  constitutes and appoints Eugene R. McGrath,
Joan S.  Freilich,  Peter J. O'Shea,  Jr., and Peter A. Irwin,  and each of them
(with   full  power  to  act   without   the   others),   the  true  and  lawful
attorney-in-fact  and agent for and on  behalf  of the  undersigned,  and in the
undersigned's name, place and stead, in the undersigned's capacity as a Director
or  Officer  or both,  as the case may be, of  Consolidated  Edison,  Inc.  (the
"Company")  to  sign  one or more  registration  statements  and any  amendments
thereto  and one or more  amendments  to  existing  registration  statements  of
Consolidated Edison Company of New York, Inc. ("CECONY") and one or more further
amendments  thereto to be filed by the Company with the  Securities and Exchange
Commission to register  under the Securities Act of 1933 shares of the Company's
Common  Shares  ($.10 par  value) to be  offered  and sold  under the  Automatic
Dividend  Reinvestment  and Cash Payment Plan,  Discount Stock Purchase Plan and
1996 Stock Option Plan which the Company will assume  pursuant to the  Agreement
and Plan of  Exchange,  dated as of October  28,  1997,  between the Company and
CECONY.

            IN WITNESS WHEREOF,  the undersigned has executed this instrument,
this 30th day of December, 1997






                                                /s/ Hyman Schoenblum
                                                     Hyman Schoenblum










                                POWER OF ATTORNEY



            The undersigned  hereby  constitutes and appoints Eugene R. McGrath,
Joan S.  Freilich,  Peter J. O'Shea,  Jr., and Peter A. Irwin,  and each of them
(with   full  power  to  act   without   the   others),   the  true  and  lawful
attorney-in-fact  and agent for and on  behalf  of the  undersigned,  and in the
undersigned's name, place and stead, in the undersigned's capacity as a Director
or  Officer  or both,  as the case may be, of  Consolidated  Edison,  Inc.  (the
"Company")  to  sign  one or more  registration  statements  and any  amendments
thereto  and one or more  amendments  to  existing  registration  statements  of
Consolidated Edison Company of New York, Inc. ("CECONY") and one or more further
amendments  thereto to be filed by the Company with the  Securities and Exchange
Commission to register  under the Securities Act of 1933 shares of the Company's
Common  Shares  ($.10 par  value) to be  offered  and sold  under the  Automatic
Dividend  Reinvestment  and Cash Payment Plan,  Discount Stock Purchase Plan and
1996 Stock Option Plan which the Company will assume  pursuant to the  Agreement
and Plan of  Exchange,  dated as of October  28,  1997,  between the Company and
CECONY.

            IN WITNESS WHEREOF,  the undersigned has executed this instrument,
this 12th day of December, 1997






                                                /s/ E. Virgil Conway
                                                     E. Virgil Conway










                                POWER OF ATTORNEY



            The undersigned  hereby  constitutes and appoints Eugene R. McGrath,
Joan S.  Freilich,  Peter J. O'Shea,  Jr., and Peter A. Irwin,  and each of them
(with   full  power  to  act   without   the   others),   the  true  and  lawful
attorney-in-fact  and agent for and on  behalf  of the  undersigned,  and in the
undersigned's name, place and stead, in the undersigned's capacity as a Director
or  Officer  or both,  as the case may be, of  Consolidated  Edison,  Inc.  (the
"Company")  to  sign  one or more  registration  statements  and any  amendments
thereto  and one or more  amendments  to  existing  registration  statements  of
Consolidated Edison Company of New York, Inc. ("CECONY") and one or more further
amendments  thereto to be filed by the Company with the  Securities and Exchange
Commission to register  under the Securities Act of 1933 shares of the Company's
Common  Shares  ($.10 par  value) to be  offered  and sold  under the  Automatic
Dividend  Reinvestment  and Cash Payment Plan,  Discount Stock Purchase Plan and
1996 Stock Option Plan which the Company will assume  pursuant to the  Agreement
and Plan of  Exchange,  dated as of October  28,  1997,  between the Company and
CECONY.

            IN WITNESS WHEREOF,  the undersigned has executed this instrument,
this 11th day of December, 1997






                                                /s/ Gordon J. Davis
                                                     Gordon J. Davis










                                POWER OF ATTORNEY



            The undersigned  hereby  constitutes and appoints Eugene R. McGrath,
Joan S.  Freilich,  Peter J. O'Shea,  Jr., and Peter A. Irwin,  and each of them
(with   full  power  to  act   without   the   others),   the  true  and  lawful
attorney-in-fact  and agent for and on  behalf  of the  undersigned,  and in the
undersigned's name, place and stead, in the undersigned's capacity as a Director
or  Officer  or both,  as the case may be, of  Consolidated  Edison,  Inc.  (the
"Company")  to  sign  one or more  registration  statements  and any  amendments
thereto  and one or more  amendments  to  existing  registration  statements  of
Consolidated Edison Company of New York, Inc. ("CECONY") and one or more further
amendments  thereto to be filed by the Company with the  Securities and Exchange
Commission to register  under the Securities Act of 1933 shares of the Company's
Common  Shares  ($.10 par  value) to be  offered  and sold  under the  Automatic
Dividend  Reinvestment  and Cash Payment Plan,  Discount Stock Purchase Plan and
1996 Stock Option Plan which the Company will assume  pursuant to the  Agreement
and Plan of  Exchange,  dated as of October  28,  1997,  between the Company and
CECONY.

            IN WITNESS WHEREOF,  the undersigned has executed this instrument,
this 12th day of December, 1997






                                                /s/  Ruth M. Davis
                                                      Ruth M. Davis











                                POWER OF ATTORNEY



            The undersigned  hereby  constitutes and appoints Eugene R. McGrath,
Joan S.  Freilich,  Peter J. O'Shea,  Jr., and Peter A. Irwin,  and each of them
(with   full  power  to  act   without   the   others),   the  true  and  lawful
attorney-in-fact  and agent for and on  behalf  of the  undersigned,  and in the
undersigned's name, place and stead, in the undersigned's capacity as a Director
or  Officer  or both,  as the case may be, of  Consolidated  Edison,  Inc.  (the
"Company")  to  sign  one or more  registration  statements  and any  amendments
thereto  and one or more  amendments  to  existing  registration  statements  of
Consolidated Edison Company of New York, Inc. ("CECONY") and one or more further
amendments  thereto to be filed by the Company with the  Securities and Exchange
Commission to register  under the Securities Act of 1933 shares of the Company's
Common  Shares  ($.10 par  value) to be  offered  and sold  under the  Automatic
Dividend  Reinvestment  and Cash Payment Plan,  Discount Stock Purchase Plan and
1996 Stock Option Plan which the Company will assume  pursuant to the  Agreement
and Plan of  Exchange,  dated as of October  28,  1997,  between the Company and
CECONY.

            IN WITNESS WHEREOF,  the undersigned has executed this instrument,
this 12th day of December, 1997






                                                /s/ Ellen V. Futter
                                                     Ellen V. Futter










                                POWER OF ATTORNEY



            The undersigned  hereby  constitutes and appoints Eugene R. McGrath,
Joan S.  Freilich,  Peter J. O'Shea,  Jr., and Peter A. Irwin,  and each of them
(with   full  power  to  act   without   the   others),   the  true  and  lawful
attorney-in-fact  and agent for and on  behalf  of the  undersigned,  and in the
undersigned's name, place and stead, in the undersigned's capacity as a Director
or  Officer  or both,  as the case may be, of  Consolidated  Edison,  Inc.  (the
"Company")  to  sign  one or more  registration  statements  and any  amendments
thereto  and one or more  amendments  to  existing  registration  statements  of
Consolidated Edison Company of New York, Inc. ("CECONY") and one or more further
amendments  thereto to be filed by the Company with the  Securities and Exchange
Commission to register  under the Securities Act of 1933 shares of the Company's
Common  Shares  ($.10 par  value) to be  offered  and sold  under the  Automatic
Dividend  Reinvestment  and Cash Payment Plan,  Discount Stock Purchase Plan and
1996 Stock Option Plan which the Company will assume  pursuant to the  Agreement
and Plan of  Exchange,  dated as of October  28,  1997,  between the Company and
CECONY.

            IN WITNESS WHEREOF,  the undersigned has executed this instrument,
this 12th day of December, 1997






                                                /s/ Arthur Hauspurg
                                                     Arthur Hauspurg









                                POWER OF ATTORNEY



            The undersigned  hereby  constitutes and appoints Eugene R. McGrath,
Joan S.  Freilich,  Peter J. O'Shea,  Jr., and Peter A. Irwin,  and each of them
(with   full  power  to  act   without   the   others),   the  true  and  lawful
attorney-in-fact  and agent for and on  behalf  of the  undersigned,  and in the
undersigned's name, place and stead, in the undersigned's capacity as a Director
or  Officer  or both,  as the case may be, of  Consolidated  Edison,  Inc.  (the
"Company")  to  sign  one or more  registration  statements  and any  amendments
thereto  and one or more  amendments  to  existing  registration  statements  of
Consolidated Edison Company of New York, Inc. ("CECONY") and one or more further
amendments  thereto to be filed by the Company with the  Securities and Exchange
Commission to register  under the Securities Act of 1933 shares of the Company's
Common  Shares  ($.10 par  value) to be  offered  and sold  under the  Automatic
Dividend  Reinvestment  and Cash Payment Plan,  Discount Stock Purchase Plan and
1996 Stock Option Plan which the Company will assume  pursuant to the  Agreement
and Plan of  Exchange,  dated as of October  28,  1997,  between the Company and
CECONY.

            IN WITNESS WHEREOF,  the undersigned has executed this instrument,
this10th day of December, 1997






                                                /s/ Sally Hernandez-Pinero
                                                     Sally Hernandez-Pinero











                                POWER OF ATTORNEY



            The undersigned  hereby  constitutes and appoints Eugene R. McGrath,
Joan S.  Freilich,  Peter J. O'Shea,  Jr., and Peter A. Irwin,  and each of them
(with   full  power  to  act   without   the   others),   the  true  and  lawful
attorney-in-fact  and agent for and on  behalf  of the  undersigned,  and in the
undersigned's name, place and stead, in the undersigned's capacity as a Director
or  Officer  or both,  as the case may be, of  Consolidated  Edison,  Inc.  (the
"Company")  to  sign  one or more  registration  statements  and any  amendments
thereto  and one or more  amendments  to  existing  registration  statements  of
Consolidated Edison Company of New York, Inc. ("CECONY") and one or more further
amendments  thereto to be filed by the Company with the  Securities and Exchange
Commission to register  under the Securities Act of 1933 shares of the Company's
Common  Shares  ($.10 par  value) to be  offered  and sold  under the  Automatic
Dividend  Reinvestment  and Cash Payment Plan,  Discount Stock Purchase Plan and
1996 Stock Option Plan which the Company will assume  pursuant to the  Agreement
and Plan of  Exchange,  dated as of October  28,  1997,  between the Company and
CECONY.

            IN WITNESS WHEREOF,  the undersigned has executed this instrument,
this 11th day of December, 1997






                                                /s/ Donald K. Ross
                                                     Donald K. Ross









                                POWER OF ATTORNEY



            The undersigned  hereby  constitutes and appoints Eugene R. McGrath,
Joan S.  Freilich,  Peter J. O'Shea,  Jr., and Peter A. Irwin,  and each of them
(with   full  power  to  act   without   the   others),   the  true  and  lawful
attorney-in-fact  and agent for and on  behalf  of the  undersigned,  and in the
undersigned's name, place and stead, in the undersigned's capacity as a Director
or  Officer  or both,  as the case may be, of  Consolidated  Edison,  Inc.  (the
"Company")  to  sign  one or more  registration  statements  and any  amendments
thereto  and one or more  amendments  to  existing  registration  statements  of
Consolidated Edison Company of New York, Inc. ("CECONY") and one or more further
amendments  thereto to be filed by the Company with the  Securities and Exchange
Commission to register  under the Securities Act of 1933 shares of the Company's
Common  Shares  ($.10 par  value) to be  offered  and sold  under the  Automatic
Dividend  Reinvestment  and Cash Payment Plan,  Discount Stock Purchase Plan and
1996 Stock Option Plan which the Company will assume  pursuant to the  Agreement
and Plan of  Exchange,  dated as of October  28,  1997,  between the Company and
CECONY.

            IN WITNESS WHEREOF,  the undersigned has executed this instrument,
this 13th day of December, 1997






                                                /s/ Robert G. Schwartz
                                                     Robert G. Schwartz










                                POWER OF ATTORNEY



            The undersigned  hereby  constitutes and appoints Eugene R. McGrath,
Joan S.  Freilich,  Peter J. O'Shea,  Jr., and Peter A. Irwin,  and each of them
(with   full  power  to  act   without   the   others),   the  true  and  lawful
attorney-in-fact  and agent for and on  behalf  of the  undersigned,  and in the
undersigned's name, place and stead, in the undersigned's capacity as a Director
or  Officer  or both,  as the case may be, of  Consolidated  Edison,  Inc.  (the
"Company")  to  sign  one or more  registration  statements  and any  amendments
thereto  and one or more  amendments  to  existing  registration  statements  of
Consolidated Edison Company of New York, Inc. ("CECONY") and one or more further
amendments  thereto to be filed by the Company with the  Securities and Exchange
Commission to register  under the Securities Act of 1933 shares of the Company's
Common  Shares  ($.10 par  value) to be  offered  and sold  under the  Automatic
Dividend  Reinvestment  and Cash Payment Plan,  Discount Stock Purchase Plan and
1996 Stock Option Plan which the Company will assume  pursuant to the  Agreement
and Plan of  Exchange,  dated as of October  28,  1997,  between the Company and
CECONY.

            IN WITNESS WHEREOF,  the undersigned has executed this instrument,
this 11th day of December, 1997






                                                /s/ Richard A. Voell
                                                     Richard A. Voell









                                POWER OF ATTORNEY



            The undersigned  hereby  constitutes and appoints Eugene R. McGrath,
Joan S.  Freilich,  Peter J. O'Shea,  Jr., and Peter A. Irwin,  and each of them
(with   full  power  to  act   without   the   others),   the  true  and  lawful
attorney-in-fact  and agent for and on  behalf  of the  undersigned,  and in the
undersigned's name, place and stead, in the undersigned's capacity as a Director
or  Officer  or both,  as the case may be, of  Consolidated  Edison,  Inc.  (the
"Company")  to  sign  one or more  registration  statements  and any  amendments
thereto  and one or more  amendments  to  existing  registration  statements  of
Consolidated Edison Company of New York, Inc. ("CECONY") and one or more further
amendments  thereto to be filed by the Company with the  Securities and Exchange
Commission to register  under the Securities Act of 1933 shares of the Company's
Common  Shares  ($.10 par  value) to be  offered  and sold  under the  Automatic
Dividend  Reinvestment  and Cash Payment Plan,  Discount Stock Purchase Plan and
1996 Stock Option Plan which the Company will assume  pursuant to the  Agreement
and Plan of  Exchange,  dated as of October  28,  1997,  between the Company and
CECONY.

            IN WITNESS WHEREOF,  the undersigned has executed this instrument,
this 10th day of December, 1997






                                                /s/ Stephen R. Volk
                                                     Stephen R. Volk