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Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

/x/	Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934
For The Quarterly Period Ended March 31, 2001
or
/ /	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number		Exact name of registrant as specified in its charter and principal office address and telephone number		State of Incorporation		I.R.S. Employer ID. Number
1-14514		Consolidated Edison, Inc. 4 Irving Place, New York, New York 10003 (212) 460-4600		New York		13-3965100
1-1217		Consolidated Edison Company of New York, Inc. 4 Irving Place, New York, New York 10003 (212) 460-4600		New York		13-5009340
1-4315		Orange and Rockland Utilities, Inc. One Blue Hill Plaza, Pearl River, New York 10965 (914) 352-6000		New York		13-1727729

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, and (2) has been subject to such filing requirements for the past 90 days. Yes /x/  No / /

As of the close of business on April 30, 2001, Consolidated Edison, Inc. (Con Edison) had outstanding 212,096,481 Common Shares ($.10 par value). Con Edison owns all of the outstanding common equity of Consolidated Edison Company of New York, Inc. (Con Edison of New York) and Orange and Rockland Utilities, Inc. (O&R).

O&R meets the conditions specified in general instruction H(1)(a) and (b) of form 10-Q
and is therefore filing this form with the reduced disclosure format.

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TABLE OF CONTENTS

Filing Format
Forward-Looking Statements
Part I.		Financial Information
Item 1.		Financial Statements
		Con Edison		Consolidated Balance Sheet
				Consolidated Income Statement
				Consolidated Statement of Comprehensive Income
				Consolidated Statement of Cash Flows
				Notes to Financial Statements
		Con Edison		Consolidated Balance Sheet
		of New York		Consolidated Income Statement
				Consolidated Statement of Comprehensive Income
				Consolidated Statement of Cash Flows
				Notes to Financial Statements
		O&R		Consolidated Balance Sheet
				Consolidated Income Statement
				Consolidated Statement of Comprehensive Income
				Consolidated Statement of Cash Flows
				Notes to Financial Statements
Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations
		Con Edison
		Con Edison of New York
		O&R
		O&R Management's Narrative Analysis of the Results of Operations
Item 3		Quantitative and Qualitative Disclosures About Market Risk
		Con Edison
		Con Edison of New York
		O&R
Part II.		Other Information
Item 1.		Legal Proceedings
Item 6.		Exhibits and Reports on Form 8-K

* O&R is omitting this information pursuant to General Instruction H of Form 10-Q.

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Filing Format

This Quarterly Report on Form 10-Q is a combined report being filed separately by three different registrants: Consolidated Edison, Inc. (Con Edison), Consolidated Edison Company of New York, Inc. (Con Edison of New York) and Orange and Rockland Utilities, Inc. (O&R). Neither Con Edison of New York nor O&R makes any representation as to the information contained in this report relating to Con Edison or the subsidiaries of Con Edison other than itself.

O&R, a wholly-owned subsidiary of Con Edison, meets the conditions specified in General Instruction H of Form 10-Q and is permitted to use the reduced disclosure format for wholly-owned subsidiaries of companies, such as Con Edison, that are reporting companies under the Securities Exchange Act of 1934. Accordingly, O&R has omitted from this report the information called for by Part I, Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations and has included in this report its Management's Narrative Analysis of the Results of Operations. In accordance with general instruction H, O&R has also omitted from this report the information, if any, called for by Part I, Item 3, Quantitative and Qualitative Disclosure About Market Risk; Part II, Item 2, Changes in Securities and Use of Proceeds; Part II, Item 3, Defaults Upon Senior Securities; and Part II, Item 4, Submission of Matters to a Vote of Security Holders.

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements, which are statements of future expectation and not facts. Words such as "estimates," "expects," "anticipates," "intends," "plans" and similar expressions identify forward-looking statements. Actual results or developments might differ materially from those included in the forward-looking statements because of factors such as competition and industry restructuring, developments relating to Indian Point 2 (see Note C to the Con Edison financial statements in Part I, Item 1 of this report), developments relating to Northeast Utilities (see Note D to the Con Edison financial statements in Part I, Item 1 of this report), developments in wholesale energy markets, technological developments, changes in economic conditions, changes in historical weather patterns, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, and other presently unknown or unforeseen factors.

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Consolidated Edison, Inc.


CONSOLIDATED BALANCE SHEET

(Unaudited)

					As at
					March 31, 2001			December 31, 2000
					(Thousands of Dollars)
ASSETS
UTILITY PLANT, AT ORIGINAL COST
	Electric				$	11,752,292		$	11,808,102
	Gas					2,327,139			2,300,055
	Steam					742,840			740,189
	General					1,393,541			1,388,602
	Unregulated generating assets					279,156			279,060
	TOTAL					16,494,968			16,516,008
	Less: Accumulated depreciation					5,210,338			5,234,701
	NET					11,284,630			11,281,307
	Construction work in progress					538,022			504,471
	Nuclear fuel assemblies and components, less accumulated amortization					104,087			107,641
NET UTILITY PLANT						11,926,739			11,893,419
CURRENT ASSETS
	Cash and temporary cash investments					59,566			94,828
	Accounts receivable - customer, less allowance for uncollectible accounts of $32,282 and $33,714					926,503			910,344
	Other receivables					118,190			168,415
	Fuel, at average cost					16,106			29,148
	Gas in storage, at average cost					49,190			82,419
	Materials and supplies, at average cost					125,041			131,362
	Prepayments					664,539			524,377
	Other current assets					87,451			75,094
TOTAL CURRENT ASSETS						2,046,586			2,015,987
INVESTMENTS
	Nuclear decommissioning trust funds					335,355			328,969
	Other					256,136			238,871
TOTAL INVESTMENTS						591,491			567,840
DEFERRED CHARGES, REGULATORY ASSETS AND NONCURRENT ASSETS
	Goodwill					485,388			488,702
	Regulatory assets
			Future federal income tax			668,685			676,527
			Recoverable energy costs			184,691			340,495
			Real estate sale costs - First Avenue properties			103,348			103,009
			Deferred special retirement program costs			86,949			88,633
			Divestiture - capacity replacement reconciliation			73,850			73,850
			Workers' compensation reserve			54,097			47,097
			Accrued unbilled revenues			66,196			72,619
			Deferred revenue taxes			32,535			43,879
			Deferred environmental remediation costs			54,648			49,056
			Other			126,357			112,604
	TOTAL REGULATORY ASSETS					1,451,356			1,607,769
	Other deferred charges and noncurrent assets					181,880			193,528
TOTAL DEFERRED CHARGES, REGULATORY ASSETS AND NONCURRENT ASSETS						2,118,624			2,289,999
TOTAL					$	16,683,440		$	16,767,245

The accompanying notes are an integral part of these financial statements.

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Consolidated Edison, Inc.


CONSOLIDATED BALANCE SHEET

(Unaudited)

					As at
					March 31, 2001			December 31, 2000
					(Thousands of Dollars)
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
	Common stock, authorized 500,000,000 shares; outstanding 212,070,531 shares and 212,027,131 shares				$	1,482,341		$	1,482,341
	Retained earnings					5,102,746			5,040,931
	Treasury stock, at cost; 23,417,563 shares and 23,460,963 shares					(1,010,947	)		(1,012,919	)
	Capital stock expense					(35,749	)		(35,817	)
	Accumulated other comprehensive income					(17,546	)		(2,147	)
	TOTAL COMMON SHAREHOLDERS' EQUITY					5,520,845			5,472,389
	Preferred stock subject to mandatory redemption					37,050			37,050
	Other preferred stock					212,563			212,563
	Long-term debt					5,135,175			5,415,409
TOTAL CAPITALIZATION						10,905,633			11,137,411
NONCURRENT LIABILITIES
	Obligations under capital leases					30,727			31,504
	Accumulated provision for injuries and damages					168,541			160,671
	Pension and benefits reserve					197,274			181,346
	Other noncurrent liabilities					38,806			40,456
TOTAL NONCURRENT LIABILITIES						435,348			413,977
CURRENT LIABILITIES
	Long-term debt due within one year					459,590			309,590
	Notes payable					438,062			255,042
	Accounts payable					756,887			1,020,401
	Customer deposits					204,710			202,888
	Accrued taxes					91,182			64,345
	Accrued interest					88,521			85,276
	Accrued wages					87,486			70,951
	Other current liabilities					302,648			328,686
TOTAL CURRENT LIABILITIES						2,429,086			2,337,179
DEFERRED CREDITS AND REGULATORY LIABILITIES
	Accumulated deferred federal income tax					2,323,842			2,302,764
	Accumulated deferred investment tax credits					127,791			131,429
	Regulatory liabilities
			Gain on divestiture			88,321			50,000
			NY state tax law revisions			56,671			59,523
			Deposit from sale of First Avenue properties			50,000			50,000
			Accrued electric rate reduction			38,018			38,018
			NYPA revenue increase			37,368			35,021
			Other			191,007			211,706
	TOTAL REGULATORY LIABILITIES					461,385			444,268
	Other deferred credits					355			217
TOTAL DEFERRED CREDITS AND REGULATORY LIABILITIES						2,913,373			2,878,678
TOTAL					$	16,683,440		$	16,767,245

The accompanying notes are an integral part of these financial statements.

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Consolidated Edison, Inc.


CONSOLIDATED INCOME STATEMENT

For the Three Months Ended March 31, 2001 and 2000 (Unaudited)			2001			2000
			(Thousands of Dollars)
OPERATING REVENUES
	Electric		$	1,707,374		$	1,512,249
	Gas			701,819			469,473
	Steam			258,252			170,258
	Non-utility			218,819			166,611
TOTAL OPERATING REVENUES				2,886,264			2,318,591
OPERATING EXPENSES
	Purchased power			1,015,885			730,188
	Fuel			170,316			85,238
	Gas purchased for resale			463,485			266,298
	Other operations			261,604			312,098
	Maintenance			128,446			106,832
	Depreciation and amortization			134,998			142,722
	Taxes, other than income tax			307,750			290,735
	Income tax			117,298			101,771
TOTAL OPERATING EXPENSES				2,599,782			2,035,882
OPERATING INCOME				286,482			282,709
OTHER INCOME (DEDUCTIONS)
	Investment income			1,465			4,399
	Allowance for equity funds used during construction			243			(577	)
	Other income less miscellaneous deductions			(3,116	)		(262	)
	Income tax			5,595			(1,200	)
TOTAL OTHER INCOME (DEDUCTIONS)				4,187			2,360
INCOME BEFORE INTEREST CHARGES				290,669			285,069
	Interest on long-term debt			99,208			83,313
	Other interest			10,487			11,978
	Allowance for borrowed funds used during construction			(1,538	)		(1,755	)
NET INTEREST CHARGES				108,157			93,536
PREFERRED STOCK DIVIDEND REQUIREMENTS				3,398			3,398
NET INCOME FOR COMMON STOCK			$	179,114		$	188,135
COMMON SHARES OUTSTANDING - AVERAGE (000)				212,160			212,641
BASIC EARNINGS PER SHARE			$	0.84		$	0.88
DILUTED EARNINGS PER SHARE			$	0.84		$	0.88
DIVIDENDS DECLARED PER SHARE OF COMMON STOCK			$	0.550		$	0.545

The accompanying notes are an integral part of these financial statements.

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Consolidated Edison, Inc.


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the Three Months Ended March 31, 2001 and 2000 (Unaudited)			2001			2000
			(Thousands of Dollars)
NET INCOME			$	179,114		$	188,135
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES
	Investment in Marketable Equity Securities, net of $295 taxes			(212	)		-
	Minimum pension liability adjustments, net of $1,362 taxes			(2,348	)		-
	Unrealized gains (losses) on derivatives qualified as hedges due to cumulative effect of a change in accounting principle, net of $6,765 taxes			(8,900	)		-
	Unrealized gains (losses) on derivatives qualified as hedges, net of $406 taxes			(2,013	)		-
	Less: Reclassification adjustment for losses (gains) included in net income, net of ($1,037) taxes			1,926			-
TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES				(15,399	)		-
COMPREHENSIVE INCOME			$	163,715		$	188,135

The accompanying notes are an integral part of these financial statements.

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Consolidated Edison, Inc.


CONSOLIDATED STATEMENT OF CASH FLOWS

For the Three Months Ended March 31, 2001 and 2000 (Unaudited)							2001			2000
							(Thousands of Dollars)
OPERATING ACTIVITIES
	Net income for common stock						$	179,114		$	188,135
	PRINCIPAL NON-CASH CHARGES (CREDITS) TO INCOME
			Depreciation and amortization					134,998			142,722
			Income tax deferred (excluding taxes resulting from divestiture of plant)					5,623			67,211
			Common equity component of allowance for funds used during construction					243			(577	)
			Prepayments - accrued pension credits					(80,635	)		(51,021	)
			Other non-cash charges					17,607			27,701
	CHANGES IN ASSETS AND LIABILITIES
			Accounts receivable - customer, less allowance for uncollectibles					(16,159	)		(58,508	)
			Materials and supplies, including fuel and gas in storage					44,940			12,219
			Prepayments (other than pensions), other receivables and other current assets					(21,659	)		(76,615	)
			Deferred recoverable energy costs					155,804			(23,303	)
			Cost of removal less salvage					(21,456	)		(18,800	)
			Accounts payable					(263,514	)		(4,994	)
			Other-net					30,819			(5,003	)
NET CASH FLOWS FROM OPERATING ACTIVITIES								165,725			199,167
INVESTING ACTIVITIES INCLUDING CONSTRUCTION
			Utility construction expenditures					(203,096	)		(180,226	)
			Nuclear fuel expenditures					(4,069	)		(21,124	)
			Contributions to nuclear decommissioning trust					(5,325	)		(5,325	)
			Common equity component of allowance for funds used during construction					(243	)		577
			Divestiture of utility plant (net of federal income tax)					100,041			-
			Investments by unregulated subsidiaries					(6,802	)		(9,237	)
			Unregulated subsidiary utility plant					2,179			(734	)
NET CASH FLOWS USED IN INVESTING ACTIVITIES INCLUDING CONSTRUCTION								(117,315	)		(216,069	)
FINANCING ACTIVITIES INCLUDING DIVIDENDS
			Repurchase of common stock					-			(68,524	)
			Net proceeds from short-term debt					183,020			14,737
			Retirement of long-term debt					(150,000	)		(225,000	)
			Issuance and refunding costs					(76	)		(49	)
			Common stock dividends					(116,616	)		(115,708	)
NET CASH FLOWS USED IN FINANCING ACTIVITIES INCLUDING DIVIDENDS								(83,672	)		(394,544	)
NET DECREASE IN CASH AND TEMPORARY CASH INVESTMENTS								(35,262	)		(411,446	)
CASH AND TEMPORARY CASH INVESTMENTS AT JANUARY 1								94,828			485,050
CASH AND TEMPORARY CASH INVESTMENTS AT MARCH 31							$	59,566		$	73,604
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
			Cash paid during the period for:
					Interest		$	81,284		$	93,563
					Income taxes			42,600			-

The accompanying notes are an integral part of these financial statements.

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NOTES TO FINANCIAL STATEMENTS - CON EDISON

Note A - General

These footnotes accompany and form an integral part of the interim consolidated financial statements of Consolidated Edison, Inc. (Con Edison) and its subsidiaries, including the regulated utility Consolidated Edison Company of New York, Inc. (Con Edison of New York), the regulated utility Orange and Rockland Utilities, Inc. (O&R) and several non-utility subsidiaries. These financial statements are unaudited but, in the opinion of Con Edison's management, reflect all adjustments (which include only normally recurring adjustments) necessary for a fair statement of the results for the interim periods presented. These financial statements should be read together with the audited Con Edison financial statements (including the notes thereto) included in the combined Con Edison, Con Edison of New York and O&R Annual Reports on Form 10-K for the year ended December 31, 2000 (the Form 10-K).

Note B - Environmental Matters

Hazardous substances, such as asbestos, polychlorinated biphenyls (PCBs) and coal tar, have been used or generated in the course of operations of Con Edison's utility subsidiaries and may be present in their facilities and equipment.

The Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (Superfund) and similar state statutes impose joint and several strict liability, regardless of fault, upon generators of hazardous substances for resulting removal and remedial costs and environmental damages. Liabilities under these laws can be material and in some instances may be imposed without regard to fault, or may be imposed for past acts, even though such past acts may have been lawful at the time they occurred.

At March 31, 2001, Con Edison had accrued $121.3 million as its best estimate of the utility subsidiaries' liability for sites as to which they have received process or notice alleging that hazardous substances generated by them (and, in most instances, other potentially responsible parties) were deposited. There will be additional liability at these sites and other sites, the amount of which is not presently determinable but may be material to Con Edison's financial position, results of operations or liquidity.

Con Edison's utility subsidiaries are permitted under current rate agreements to defer for subsequent recovery through rates certain site investigation and remediation costs with respect to hazardous waste. At March 31, 2001, $54.6 million of such costs had been deferred as regulatory assets.

Suits have been brought in New York State and federal courts against Con Edison's utility subsidiaries and many other defendants, wherein a large number of plaintiffs sought large amounts of compensatory and punitive damages for deaths and injuries allegedly caused by exposure to asbestos at various premises of the utility subsidiaries. Many of these suits have been disposed of without any payment by the utility subsidiaries, or for immaterial amounts. The amounts specified in all the remaining suits total billions of dollars but Con Edison believes that these amounts are greatly exaggerated, as were the claims already

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disposed of. Based on the information and relevant circumstances known to Con Edison at this time, it does not believe that these suits will have a material adverse effect on its financial position, results of operations or liquidity.

Note C - Nuclear Generation

The Indian Point 2 nuclear generating unit, which Con Edison of New York owns and has agreed to sell, was out of service from February 2000 to January 2001. The New York State Public Service Commission (PSC) is investigating the Indian Point 2 outage and its causes and the prudence of the company's actions regarding the operation and maintenance of Indian Point 2. An appeal is pending in the United States Court of Appeals for the Second Circuit of the October 2000 decision by the United States District Court for the Northern District of New York, in an action entitled Consolidated Edison Company of New York, Inc. v. Pataki, et al., in which the court determined that the law that directed the PSC to prohibit the company from recovering Indian Point 2 replacement power costs from customers was unconstitutional and granted the company's motion for a permanent injunction to prevent its implementation. The staff of the Nuclear Regulatory Commission is monitoring Indian Point 2 with heightened oversight. The company is unable to predict whether or not any Indian Point 2-related proceedings, lawsuits, legislation or other actions will have a material adverse effect on its financial position, results of operations or liquidity. For additional information about Indian Point 2, its pending sale and the outage, see Note G to Con Edison's financial statements included in Item 8 of the Form 10-K.

Note D - Northeast Utilities

On March 6, 2001, Con Edison commenced an action in the United States District Court for the Southern District of New York, entitled Consolidated Edison, Inc. v. Northeast Utilities, seeking a declaratory judgment that Northeast Utilities has failed to meet certain conditions precedent to Con Edison's obligation to complete its acquisition of Northeast Utilities pursuant to their agreement and plan of merger, dated as of October 13, 1999, as amended and restated as of January 11, 2000 (the merger agreement). The action also seeks the court's declaration that under the merger agreement Con Edison has no further or continuing obligations to Northeast Utilities, and that Northeast Utilities has no further or continuing rights as against Con Edison.

On March 12, 2001, Northeast Utilities commenced an action in the same court claiming that Con Edison materially breached the merger agreement by repudiating its obligations under the merger agreement and refusing to proceed with the transaction on the terms set forth in the merger agreement. The action also claims that, as a result of Con Edison's breach of the merger agreement, Northeast Utilities and its shareholders have suffered substantial damages, including the difference between the consideration to be paid to Northeast Utilities shareholders pursuant to the merger agreement and the current market value of Northeast Utilities common stock, expenditures in connection with regulatory approvals and lost business opportunities. Pursuant to the merger agreement, Con Edison agreed to acquire Northeast Utilities for $26.00 per share (an estimated aggregate of not more than $3.9 billion) plus $0.0034 per share for each day after August 5, 2000 through the day prior to the completion of the transaction, payable 50 percent in cash and 50 percent in stock.

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Con Edison believes that it is not obligated to acquire Northeast Utilities because Northeast Utilities does not meet the merger agreement's conditions that Northeast Utilities perform all of its obligations under the merger agreement, including the obligation that it carry on its businesses in the ordinary course consistent with past practice; that the representations and warranties made by it in the merger agreement were true and correct when made and remain true and correct; and that there be no material adverse change with respect to Northeast Utilities. Con Edison believes that it has not materially breached the merger agreement. Con Edison is unable to predict whether or not any Northeast Utilities-related lawsuits or other actions will have a material adverse effect on Con Edison's financial position, results of operations or liquidity.

Note E - Derivative Instruments and Hedging Activities

As of January 2001, Con Edison adopted Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS No. 137, "Deferral of the Effective Date of FASB Statement No. 133," and SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities - an amendment of FASB Statement No. 133" (SFAS No. 133).

Neither Con Edison nor any of its subsidiaries, other than Consolidated Edison Energy, Inc., enters into derivative transactions that will not qualify for deferred accounting treatment. At March 31, 2001, deferred gains or losses were not material. Con Edison Energy, as discussed below, is an "energy trading organization."

Energy Trading

Con Edison's subsidiaries use derivative instruments to hedge purchases or sales of electricity and gas against adverse market price fluctuations.

Con Edison's utility subsidiaries, pursuant to Statement of Financial Accounting Standards No. 71, "Accounting for the Effects of Certain Types of Regulation" (SFAS No. 71), defer recognition in income of hedging gains and losses until the electricity or gas is purchased or sold. Pursuant to rate provisions that permit the recovery of the cost of purchased power and gas, Con Edison's utility subsidiaries credit or charge to their customers hedging gains or losses and related transaction costs. See "Recoverable Energy Costs" in Note A to the company's financial statements included in Item 8 of the Form 10-K. Where SFAS No. 71 does not allow deferred recognition in income, Con Edison's utility subsidiaries have elected special hedge accounting pursuant to SFAS No. 133 to defer recognition of unrealized hedging gains and losses. Upon adoption of SFAS No. 133, Con Edison's utility subsidiaries had no transition adjustments to recognize in other comprehensive income. At March 31, 2001, the utility subsidiaries had $1.4 million of net hedging losses deferred as regulatory assets.

Consolidated Edison Solutions, Inc., a wholly-owned subsidiary of Con Edison (which provides competitive gas and electric supply and energy-related products and services), defers recognition in income of hedging gains and losses until the related electricity or gas is purchased or sold. Pursuant to SFAS No. 133, Con Edison Solutions has elected cash flow hedging for most such transactions and defers any changes in fair value of the transactions in other comprehensive income until the hedging transactions are

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terminated. Any hedge ineffectiveness is recognized in income in the period in which it occurs. Upon adoption of SFAS No. 133, Con Edison Solutions recognized transition adjustments of $1.9 million in other comprehensive income and $0.4 million in income. In the quarter ended March 31, 2001, the company reclassified $1.9 million of accumulated other comprehensive income to income and recognized in income a pre-tax loss of $1.0 million relating to hedge ineffectiveness. At March 31, 2001, the company had deferred net hedging losses of $0.2 million in other comprehensive income.

Consolidated Edison Energy, Inc., a wholly-owned subsidiary of Con Edison (which markets specialized energy supply services to wholesale customers), enters into over-the-counter and exchange traded contracts for the purchase and sale of electricity or gas (which may provide for either physical or financial settlement) and is considered an "energy trading organization" required to account for such trading activities in accordance with FASB Emerging Issues Task Force Issue No. 98-10, "Accounting for Contracts Involved in Energy Trading and Risk Management Activities" (98-10). Con Edison Energy recognized in income a pre-tax gain of $0.5 million in the quarter ended March 31, 2001, reflecting mark to market gains relating to its outstanding contracts at March 31, 2001. During the quarter ended March 31, 2001, Con Edison Energy entered into transactions for another subsidiary of Con Edison, as to which the company recognized in income a pre-tax mark to market gain of $7.4 million pursuant to 98-10.

Interest Rate Hedging

In connection with its $55 million promissory note issued to the New York State Energy Research and Development Authority for the net proceeds of the Authority's variable rate Pollution Control Refunding Revenue Bonds (O&R Projects), 1994 Series A (the 1994 Bonds), O&R has a swap agreement pursuant to which it pays interest at a fixed rate of 6.09 percent and is paid interest at the same variable rate as is paid on the 1994 Bonds. Upon adoption of SFAS No. 133, O&R recognized transition adjustments of $13.9 million in other comprehensive income. In the quarter ended March 31, 2001, the company did not reclassify any comprehensive income to income. If the swap agreement had been terminated on March 31, 2001, O&R would have been required to pay approximately $14.5 million. In connection with $95 million of variable rate loans undertaken relating to the Lakewood electric generating plant, Consolidated Edison Development, Inc., a wholly-owned subsidiary of Con Edison (which invests in and manages energy infrastructure projects), has swap agreements pursuant to which it pays interest at a fixed rate of 6.68 percent and is paid interest at a variable rate equal to the three-month London Interbank Offered Rate. Upon adoption of SFAS No. 133, Con Edison Development recognized transition adjustments of $2.6 million in other comprehensive income. In the quarter ended March 31, 2001, the company did not reclassify any comprehensive income to income. If these swap agreements had been terminated on March 31, 2001, Con Edison Development would have been required to pay approximately $4.7 million. Pursuant to SFAS No. 133, the O&R and Con Edison Development swap agreements are accounted for as cash flow hedges and changes in their fair value are recorded in other comprehensive income. The fair value of these swap agreements is calculated based upon current market conditions.

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Note F - Financial Information by Business Segment

Consolidated Edison, Inc.


SEGMENT FINANCIAL INFORMATION

$000's

For the Three Months Ended March 31, 2001 and 2000 (Unaudited)		Electric						Gas
		2001			2000			2001			2000
Operating revenues		$	1,707,374		$	1,512,249		$	701,819		$	469,473
Intersegment revenues			3,529			18,743			719			2,331
Depreciation and amortization			106,098			117,179			17,741			16,884
Operating income			149,126			153,455			97,930			100,614

		Steam						Other
		2001			2000			2001			2000
Operating revenues		$	258,252		$	170,258		$	218,819		$	166,611
Intersegment revenues			467			417			2,336			369
Depreciation and amortization			4,405			4,592			6,754			4,067
Operating income			39,880			30,425			(454	)		(1,785	)

		Total
		2001			2000
Operating revenues		$	2,886,264		$	2,318,591
Intersegment revenues			7,051			21,860
Depreciation and amortization			134,998			142,722
Operating income			286,482			282,709

13

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Consolidated Edison Company of New York, Inc.


CONSOLIDATED BALANCE SHEET

(Unaudited)

					As at
					March 31, 2001			December 31, 2000
					(Thousands of Dollars)
ASSETS
UTILITY PLANT, AT ORIGINAL COST
	Electric				$	11,077,066		$	11,135,764
	Gas					2,044,476			2,020,395
	Steam					742,840			740,189
	General					1,283,884			1,282,254
	TOTAL					15,148,266			15,178,602
	Less: Accumulated depreciation					4,785,401			4,819,626
	NET					10,362,865			10,358,976
	Construction work in progress					511,659			476,379
	Nuclear fuel assemblies and components, less accumulated amortization					104,087			107,641
NET UTILITY PLANT						10,978,611			10,942,996
CURRENT ASSETS
	Cash and temporary cash investments					35,780			70,273
	Accounts receivable - customer, less allowance for uncollectible accounts of $25,019 and $25,800					777,662			743,883
	Other receivables					129,385			155,656
	Fuel, at average cost					16,106			28,455
	Gas in storage, at average cost					39,406			64,144
	Materials and supplies, at average cost					112,781			118,344
	Prepayments					631,792			497,884
	Other current assets					53,760			50,977
TOTAL CURRENT ASSETS						1,796,672			1,729,616
INVESTMENTS
	Nuclear decommissioning trust funds					335,355			328,969
	Other					18,724			19,155
TOTAL INVESTMENTS						354,079			348,124
DEFERRED CHARGES, REGULATORY ASSETS AND NONCURRENT ASSETS
	Regulatory assets
			Future federal income tax			634,851			642,868
			Recoverable energy costs			124,751			274,288
			Real estate sale costs - First Avenue properties			103,348			103,009
			Divestiture - capacity replacement reconciliation			73,850			73,850
			Workers' compensation reserve			54,097			47,097
			Deferred special retirement program costs			45,605			46,743
			Accrued unbilled gas revenue			43,594			43,594
			Deferred revenue taxes			23,640			36,542
			Other			120,670			100,843
	TOTAL REGULATORY ASSETS					1,224,406			1,368,834
	Other deferred charges and noncurrent assets					161,997			158,371
TOTAL DEFERRED CHARGES, REGULATORY ASSETS AND NONCURRENT ASSETS						1,386,403			1,527,205
TOTAL					$	14,515,765		$	14,547,941

The accompanying notes are an integral part of these financial statements.

14

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Consolidated Edison Company of New York, Inc.


CONSOLIDATED BALANCE SHEET

(Unaudited)

					As at
					March 31, 2001			December 31, 2000
					(Thousands of Dollars)
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
	Common stock				$	1,482,341		$	1,482,341
	Repurchased Consolidated Edison, Inc. common stock					(962,092	)		(962,092	)
	Retained earnings					4,051,034			3,995,825
	Capital stock expense					(35,749	)		(35,817	)
	Accumulated other comprehensive income					(3,085	)		(673	)
	TOTAL COMMON SHAREHOLDER'S EQUITY					4,532,449			4,479,584
	Preferred stock
		Subject to mandatory redemption
		6-1/8% Series J				37,050			37,050
	TOTAL SUBJECT TO MANDATORY REDEMPTION					37,050			37,050
	Other preferred stock
		$5 Cumulative Preferred				175,000			175,000
		4.65% Series C				15,330			15,330
		4.65% Series D				22,233			22,233
	TOTAL OTHER PREFERRED STOCK					212,563			212,563
	TOTAL PREFERRED STOCK					249,613			249,613
	Long-term debt					4,615,666			4,915,108
TOTAL CAPITALIZATION						9,397,728			9,644,305
NONCURRENT LIABILITIES
	Obligations under capital leases					30,672			31,432
	Accumulated provision for injuries and damages					155,657			148,047
	Pension and benefits reserve					116,834			105,124
	Other noncurrent liabilities					14,822			14,822
TOTAL NONCURRENT LIABILITIES						317,985			299,425
CURRENT LIABILITIES
	Long-term debt due within one year					450,000			300,000
	Notes payable					337,944			139,969
	Accounts payable					633,830			879,602
	Customer deposits					197,618			195,762
	Accrued taxes					81,824			49,509
	Accrued interest					80,564			78,230
	Accrued wages					82,436			70,951
	Other current liabilities					246,939			237,634
TOTAL CURRENT LIABILITIES						2,111,155			1,951,657
DEFERRED CREDITS AND REGULATORY LIABILITIES
	Accumulated deferred federal income tax					2,153,639			2,134,973
	Accumulated deferred investment tax credits					120,949			124,532
	Regulatory liabilities
			Gain on divestiture			88,321			50,000
			NY state tax law revisions			56,671			59,523
			Deposit from sale of First Avenue properties			50,000			50,000
			Accrued electric rate reduction			38,018			38,018
			NYPA revenue increase			37,368			35,021
			Other			143,931			160,487
	TOTAL REGULATORY LIABILITIES					414,309			393,049
TOTAL DEFERRED CREDITS AND REGULATORY LIABILITIES						2,688,897			2,652,554
TOTAL					$	14,515,765		$	14,547,941

The accompanying notes are an integral part of these financial statements.

15

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Consolidated Edison Company of New York, Inc.


CONSOLIDATED INCOME STATEMENT

For the Three Months Ended March 31, 2001 and 2000 (Unaudited)							2001			2000
							(Thousands of Dollars)
OPERATING REVENUES
	Electric						$	1,583,199		$	1,423,160
	Gas							597,441			393,643
	Steam							258,252			170,258
TOTAL OPERATING REVENUES								2,438,892			1,987,061
OPERATING EXPENSES
	Purchased power							781,987			618,243
	Fuel							170,316			85,198
	Gas purchased for resale							365,027			159,552
	Other operations							215,297			257,099
	Maintenance							121,214			100,684
	Depreciation and amortization							120,001			131,540
	Taxes, other than income tax							288,195			270,303
	Income tax							109,234			95,957
TOTAL OPERATING EXPENSES								2,171,271			1,718,576
OPERATING INCOME								267,621			268,485
OTHER INCOME (DEDUCTIONS)
	Investment income							155			732
	Allowance for equity funds used during construction							243			(626	)
	Other income less miscellaneous deductions							(1,172	)		18
	Income tax							4,635			(390	)
TOTAL OTHER INCOME (DEDUCTIONS)								3,861			(266	)
INCOME BEFORE INTEREST CHARGES								271,482			268,219
	Interest on long-term debt							89,677			76,749
	Other interest							7,894			11,470
	Allowance for borrowed funds used during construction							(1,307	)		(1,680	)
NET INTEREST CHARGES								96,264			86,539
NET INCOME								175,218			181,680
PREFERRED STOCK DIVIDEND REQUIREMENTS								3,398			3,398
NET INCOME FOR COMMON STOCK							$	171,820		$	178,282
CON EDISON OF NEW YORK SALES
	Electric (thousands of kilowatthours)
			Con Edison of New York customers					7,747,989			7,616,450
			Delivery service for Retail Choice					2,439,562			2,254,849
			Delivery service to NYPA and others					2,557,351			2,474,889
	Total sales in service territory							12,744,902			12,346,188
			Off-system and ESCO sales					392,908			1,566,554
	Gas (dekatherms)
			Firm sales and transportation					45,456,863			41,698,003
			Off-peak firm/interruptible					5,827,063			4,855,049
	Total sales to Con Edison of New York customers							51,283,926			46,553,052
			Transportation of customer-owned gas
					NYPA			29,969			3,224,517
					Other			6,609,906			20,321,571
			Off-system sales					1,644,926			8,898,564
	Total sales and transportation							59,568,727			78,997,704
	Steam (thousands of pounds)							10,482,696			10,225,610

The accompanying notes are an integral part of these financial statements.

16

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Consolidated Edison Company of New York, Inc.


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the Three Months Ended March 31, 2001 and 2000 (Unaudited)			2001			2000
			(Thousands of Dollars)
NET INCOME			$	171,820		$	178,282
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES
	Minimum pension liability adjustments, net of $1,299 taxes			(2,412	)		-
TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES				(2,412	)		-
COMPREHENSIVE INCOME			$	169,408		$	178,282

The accompanying notes are an integral part of these financial statements.

17

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Consolidated Edison Company of New York, Inc.


CONSOLIDATED STATEMENT OF CASH FLOWS

For the Three Months Ended March 31, 2001 and 2000 (Unaudited)							2001			2000
							(Thousands of Dollars)
OPERATING ACTIVITIES
	Net income						$	175,218		$	181,680
	PRINCIPAL NON-CASH CHARGES (CREDITS) TO INCOME
			Depreciation and amortization					120,001			131,540
			Income tax deferred (excluding taxes resulting from divestiture of plant)					(2,923	)		70,582
			Common equity component of allowance for funds used during construction					243			(626	)
			Prepayments - accrued pension credits					(80,635	)		(51,021	)
			Other non-cash charges					11,055			3,520
	CHANGES IN ASSETS AND LIABILITIES
			Accounts receivable - customer, less allowance for uncollectibles					(33,779	)		(47,804	)
			Materials and supplies, including fuel and gas in storage					34,998			11,405
			Prepayments (other than pensions), other receivables and other current assets					(29,785	)		(106,860	)
			Deferred recoverable energy costs					149,537			(27,947	)
			Cost of removal less salvage					(21,242	)		(18,800	)
			Accounts payable					(245,772	)		858
			Other-net					64,827			2,874
NET CASH FLOWS FROM OPERATING ACTIVITIES								141,743			149,401
INVESTING ACTIVITIES INCLUDING CONSTRUCTION
			Construction expenditures					(194,525	)		(169,386	)
			Nuclear fuel expenditures					(4,069	)		(21,124	)
			Contributions to nuclear decommissioning trust					(5,325	)		(5,325	)
			Divestiture of utility plant (net of federal income tax)					100,041			-
			Common equity component of allowance for funds used during construction					(243	)		626
NET CASH FLOWS USED IN INVESTING ACTIVITIES INCLUDING CONSTRUCTION								(104,121	)		(195,209	)
FINANCING ACTIVITIES INCLUDING DIVIDENDS
			Repurchase of common stock					-			(29,447	)
			Net proceeds from short-term debt					197,975			(14,743	)
			Retirement of long-term debt					(150,000	)		(125,000	)
			Issuance and refunding costs					(76	)		(49	)
			Common stock dividends					(116,616	)		(115,708	)
			Preferred stock dividends					(3,398	)		(3,398	)
NET CASH FLOWS USED IN FINANCING ACTIVITIES INCLUDING DIVIDENDS								(72,115	)		(288,345	)
NET DECREASE IN CASH AND TEMPORARY CASH INVESTMENTS								(34,493	)		(334,153	)
CASH AND TEMPORARY CASH INVESTMENTS AT JANUARY 1								70,273			349,033
CASH AND TEMPORARY CASH INVESTMENTS AT MARCH 31							$	35,780		$	14,880
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
			Cash paid during the period for:
					Interest		$	79,745		$	83,651
					Income taxes			34,701			-

The accompanying notes are an integral part of these financial statements.

18

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NOTES TO FINANCIAL STATEMENTS - CON EDISON OF NEW YORK

Note A - General

These footnotes accompany and form an integral part of the interim consolidated financial statements of Consolidated Edison Company of New York, Inc. (Con Edison of New York) and its subsidiaries. Consolidated Edison, Inc. (Con Edison) owns all of the outstanding common stock of Con Edison of New York. These financial statements are unaudited but, in the opinion of Con Edison of New York's management, reflect all adjustments (which include only normally recurring adjustments) necessary for a fair statement of the results for the interim periods presented. These financial statements should be read together with the audited Con Edison of New York financial statements (including the notes thereto) included in the combined Con Edison, Con Edison of New York and Orange and Rockland Utilities, Inc. Annual Reports on Form 10-K for the year ended December 31, 2000 (the Form 10-K).

Note B - Environmental Matters

Hazardous substances, such as asbestos, polychlorinated biphenyls (PCBs) and coal tar, have been used or generated in the course of operations of Con Edison of New York and may be present in its facilities and equipment.

The Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (Superfund) and similar state statutes impose joint and several strict liability, regardless of fault, upon generators of hazardous substances for resulting removal and remedial costs and environmental damages. Liabilities under these laws can be material and in some instances may be imposed without regard to fault, or may be imposed for past acts, even though such past acts may have been lawful at the time they occurred.

At March 31, 2001, Con Edison of New York had accrued $89.6 million as its best estimate of its liability for sites as to which it has received process or notice alleging that hazardous substances generated by the company and, in most instances, other potentially responsible parties) were deposited. There will be additional liability at these sites and other sites, the amount of which is not presently determinable but may be material to the company's financial position, results of operations or liquidity.

Under Con Edison of New York's current electric, gas and steam rate agreements, site investigation and remediation costs in excess of $5 million annually incurred with respect to hazardous waste for which it is responsible are to be deferred and subsequently reflected in rates. At March 31, 2001, $20.5 million of such costs had been deferred as regulatory assets.

Suits have been brought in New York State and federal courts against Con Edison of New York and many other defendants, wherein a large number of plaintiffs sought large amounts of compensatory and punitive damages for deaths and injuries allegedly caused by exposure to asbestos at various premises of the company. Many of these suits have been disposed of without any payment by the company, or for immaterial amounts. The amounts specified in all the remaining suits total billions of dollars but the company believes that these amounts are greatly exaggerated, as were the claims already disposed of.

19

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Based on the information and relevant circumstances known to the company at this time, it does not believe that these suits will have a material adverse effect on its financial position, results of operations or liquidity.

Note C - Nuclear Generation

The Indian Point 2 nuclear generating unit, which Con Edison of New York owns and has agreed to sell, was out of service from February 2000 to January 2001. The New York State Public Service Commission (PSC) is investigating the Indian Point 2 outage and its causes and the prudence of the company's actions regarding the operation and maintenance of Indian Point 2. An appeal is pending in the United States Court of Appeals for the Second Circuit of the October 2000 decision by the United States District Court for the Northern District of New York, in an action entitled Consolidated Edison Company of New York, Inc. v. Pataki, et al., in which the court determined that the law that directed the PSC to prohibit the company from recovering Indian Point 2 replacement power costs from customers was unconstitutional and granted the company's motion for a permanent injunction to prevent its implementation. The staff of the Nuclear Regulatory Commission is monitoring Indian Point 2 with heightened oversight. The company is unable to predict whether or not any Indian Point 2-related proceedings, lawsuits, legislation or other actions will have a material adverse effect on its financial position, results of operations or liquidity. For additional information about Indian Point 2, its pending sale and the outage, see Note G to Con Edison's financial statements included in Item 8 of the Form 10-K.

Note D - Derivative Instruments and Hedging Activities

As of January 2001, Con Edison of New York adopted Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS No. 137, "Deferral of the Effective Date of FASB Statement No. 133," and SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities — an amendment of FASB Statement No. 133" (SFAS No. 133).

Con Edison of New York does not enter into derivative transactions that will not qualify for deferred accounting treatment. At March 31, 2001, deferred gains or losses were not material.

Con Edison of New York uses derivative instruments to hedge purchases or sales of electricity and gas against adverse market price fluctuations.

Pursuant to Statement of Financial Accounting Standards No. 71, "Accounting for the Effects of Certain Types of Regulation" (SFAS No. 71), the company defers recognition in income of hedging gains and losses until the electricity or gas is purchased or sold. Pursuant to rate provisions that permit the recovery of the cost of purchased power and gas, the company credits or charges its customers hedging gains or losses and related transaction costs. See "Recoverable Energy Costs" in Note A to the company's financial statements included in Item 8 of the Form 10-K. Where SFAS No. 71 does not allow deferred recognition in income, the company has elected special hedge accounting pursuant to SFAS No. 133 to defer recognition of unrealized hedging gains and losses. Upon adoption of SFAS No. 133, the company had no transition adjustments to recognize in other comprehensive income. At March 31, 2001, the company had $1.4 million of net hedging losses deferred as regulatory assets.

20

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Note E - Financial Information by Business Segment

Consolidated Edison Company of New York, Inc.

SEGMENT FINANCIAL INFORMATION
$000's

For the Three Months Ended March 31, 2001 and 2000 (Unaudited)		Electric						Gas
		2001			2000			2001			2000
Operating revenues		$	1,583,199		$	1,423,160		$	597,441		$	393,643
Intersegment revenues			2,663			3,185			719			703
Depreciation and amortization			99,915			112,217			15,681			14,731
Operating income			140,243			146,737			87,498			91,323

		Steam						Total
		2001			2000			2001			2000
Operating revenues		$	258,252		$	170,258		$	2,438,892		$	1,987,061
Intersegment revenues			467			417			3,849			4,305
Depreciation and amortization			4,405			4,592			120,001			131,540
Operating income			39,880			30,425			267,621			268,485

21

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Orange and Rockland Utilities, Inc.


CONSOLIDATED BALANCE SHEET

(Unaudited)

					As At
					March 31, 2001			December 31, 2000
					(Thousands of Dollars)
ASSETS
UTILITY PLANT, AT ORIGINAL COST
	Electric				$	675,226		$	672,338
	Gas					282,663			279,661
	Common					109,657			106,348
	TOTAL					1,067,546			1,058,347
	Less: Accumulated depreciation					374,018			366,432
	NET					693,528			691,915
	Construction work in progress					26,362			28,091
NET UTILITY PLANT						719,890			720,006
CURRENT ASSETS:
	Cash and cash equivalents					3,740			8,483
	Customer accounts receivable, less allowance for uncollectable accounts of $2,950 and $3,845					98,133			82,183
	Other accounts receivable, less allowance for uncollectable accounts of $963 and $818					7,845			7,551
	Accrued utility revenue					22,602			29,025
	Gas in storage, at average cost					9,680			16,567
	Materials and supplies, at average cost					4,999			4,815
	Prepayments					22,949			23,854
	Other current assets					18,929			20,735
TOTAL CURRENT ASSETS						188,877			193,213
INVESTMENTS
	Non-utility property - net of accumulated depreciation and amortization					3,251			3,249
	Other					6			6
TOTAL INVESTMENTS						3,257			3,255
DEFERRED CHARGES, REGULATORY ASSETS AND NONCURRENT ASSETS
	Regulatory assets
			Deferred pension and other postretirement benefits			41,344			41,890
			Recoverable fuel costs			59,940			66,207
			Deferred environmental remediation costs			34,128			34,056
			Future federal income tax			33,833			33,659
			Other regulatory assets			26,297			26,761
			Deferred revenue taxes			8,895			7,337
	TOTAL REGULATORY ASSETS					204,437			209,910
	Other deferred charges and noncurrent assets					11,699			12,273
TOTAL DEFERRED CHARGES, REGULATORY ASSET AND NONCURRENT ASSETS						216,136			222,183
TOTAL					$	1,128,160		$	1,138,657

The accompanying notes are an integral part of these financial statements.

22

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Orange And Rockland Utilities, Inc.


CONSOLIDATED BALANCE SHEET

(Unaudited)

					As At
					March 31, 2001			December 31, 2000
					(Thousands of Dollars)
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
	Common stock				$	5		$	5
	Additional paid in capital					194,499			194,498
	Retained earnings					145,785			139,610
	Accumulated comprehensive income					(10,114	)		(1,473	)
	TOTAL COMMON SHAREHOLDERS' EQUITY					330,175			332,640
	Long term debt					350,199			335,656
TOTAL CAPITALIZATION						680,374			668,296
NON-CURRENT LIABILITIES:
	Pension and benefit reserve					80,439			76,222
	Other noncurrent liabilities					25,542			26,974
TOTAL NON-CURRENT LIABILITIES						105,981			103,196
CURRENT LIABILITIES:
	Notes payable					30,750			40,820
	Accounts payable					42,907			58,664
	Accounts payable to affiliated companies					16,286			9,169
	Accrued federal income and other taxes					10,761			4,863
	Customer deposits					7,092			7,126
	Accrued interest					7,997			7,087
	Accrued environmental costs					32,944			32,852
	Other current liabilities					25,415			27,756
TOTAL CURRENT LIABILITIES						174,152			188,337
DEFERRED CREDITS AND REGULATORY LIABILITIES
	Accumulated deferred federal income tax					113,602			120,497
	Deferred investment tax credits					6,842			6,897
	Regulatory liabilities
			Pension and other benefits			12,899			15,587
			Gas recoveries and pipeline refunds			12,138			15,076
			Industry restructuring collections			15,108			14,198
			Other current liabilities			6,712			6,358
	TOTAL REGULATORY LIABILITIES					46,857			51,219
	Other deferred credits					352			215
TOTAL DEFERRED CREDITS AND REGULATORY LIABILITIES						167,653			178,828
TOTAL					$	1,128,160		$	1,138,657

The accompanying notes are an integral part of these financial statements.

23

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Orange and Rockland Utilities, Inc.


CONSOLIDATED INCOME STATEMENT

For the Three Months Ended March 31, 2001 and 2000 (Unaudited)					2001			2000
					(Thousands of Dollars)
OPERATING REVENUES
	Electric				$	125,036		$	104,643
	Gas					104,378			77,458
	Non-utility					34			95
TOTAL OPERATING REVENUES						229,448			182,196
OPERATING EXPENSES
	Purchased power					69,662			54,557
	Fuel					-			39
	Gas purchased for resale					73,619			48,326
	Other operations					27,803			28,911
	Maintenance					7,233			6,149
	Depreciation and amortization					8,165			7,116
	Taxes, other than income tax					14,923			16,116
	Income tax					8,889			5,212
TOTAL OPERATING EXPENSES						210,294			166,426
OPERATING INCOME						19,154			15,770
OTHER INCOME (DEDUCTIONS)
	Investment income					934			3,105
	Allowance for equity funds used during construction					-			50
	Other income and deductions					(322	)		(348	)
	Income tax					(175	)		(875	)
TOTAL OTHER INCOME (DEDUCTIONS)						437			1,932
INCOME BEFORE INTEREST CHARGES						19,591			17,702
	Interest on long-term debt					5,493			6,563
	Other interest					1,154			504
	Allowance for borrowed funds used during construction					(231	)		(75	)
TOTAL INTEREST CHARGES						6,416			6,992
NET INCOME FOR COMMON STOCK						13,175			10,710
ORANGE AND ROCKLAND SALES & DELIVERIES
	Electric - (thousands of killowatthours)
			Orange And Rockland customers			1,093,054			1,022,124
			Delivery service for Retail Choice			136,548			171,917
	Total sales in service territory					1,229,602			1,194,041
			Off-system sales			45			-
	Gas - (dekatherms)
			Firm sales and transportation			9,851,039			10,137,658
			Off-peak firm/interruptible			2,218,347			2,176,324
	Total sales to Orange And Rockland customers					12,069,386			12,313,982
			Transportation of Customer Owned Gas			1,010,554			2,800,259
			Off-system sales			847,693			2,320,107
	Total sales and transportation					13,927,663			17,434,348

The accompanying notes are an integral part of these financial statements.

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Orange and Rockland Utilities, Inc.


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the Three Months Ended March 31, 2001 and 2000			2001			2000
(Unaudited)			(Thousands of Dollars)
NET INCOME			$	13,175		$	10,170
OTHER COMPREHENSIVE INCOME (LOSS)
	Investment in Marketable Equity Securities, net of $295 taxes			(212	)		-
	Minimum pension liability adjustments, net of $63 taxes			63			-
	Unrealized gains (losses) on derivatives qualified as hedges due to cumulative effect of a change in accounting principle, net of $5,751 taxes			(8,107	)		-
	Unrealized gains (losses) on derivatives qualified as hedges, net of $272 taxes			(384	)		-
TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES				(8,640	)		-
COMPREHENSIVE INCOME			$	4,535		$	10,170

The accompanying notes are an integral part of these financial statements.

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Orange and Rockland Utilities, Inc.


CONSOLIDATED STATEMENT OF CASH FLOWS

For the Three Months Ended March 31, 2001 and 2000 (Unaudited)					2001			2000
					(Thousands of Dollars)
OPERATING ACTIVITIES
	Net income				$	13,175		$	10,710
	PRINCIPAL NON-CASH CHARGES (CREDITS) TO INCOME
			Depreciation and amortization			8,165			7,116
			Amortization of investment tax credit			(56	)		(114	)
			Federal and state income tax deferred			(689	)		(11,186	)
			Common equity component of allowance for funds used during construction			-			(50	)
			Other non-cash changes			(787	)		(1,914	)
	CHANGES IN ASSETS AND LIABILITIES
			Accounts receivable - net, and accrued utility revenue			(9,528	)		(5,235	)
			Materials and supplies, including fuel and gas in storage			6,704			9,913
			Prepayments, other receivables and other current assets			2,417			11,203
			Deferred recoverable fuel costs			4,494			20,822
			Accounts payable			(8,641	)		(8,640	)
			Refunds to customers			(1,693	)		118
			Other - net			7,337			(5,077	)
NET CASH FLOWS FROM OPERATING ACTIVITIES						20,898			27,666
INVESTING ACTIVITIES INCLUDING CONSTRUCTION
	Construction expenditures					(8,571	)		(10,840	)
	Common equity component of allowance for funds used during construction					-			50
NET CASH FLOWS USED IN INVESTING ACTIVITIES INCLUDING CONSTRUCTION						(8,571	)		(10,790	)
FINANCING ACTIVITIES
	Retirement of long-term debt					-			(100,020	)
	Short-term debt arrangements					(10,070	)		29,500
	Dividend to parent					(7,000	)		-
NET CASH FLOWS FROM FINANCING ACTIVITIES INCLUDING DIVIDENDS						(17,070	)		(70,520	)
NET DECREASE IN CASH AND TEMPORARY CASH INVESTMENTS						(4,743	)		(53,644	)
CASH AND TEMPORARY CASH INVESTMENTS AT JANUARY 1						8,483			78,927
CASH AND TEMPORARY CASH INVESTMENTS AT MARCH 31					$	3,740		$	25,283
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
	Cash paid during the period for:
			Interest		$	1,539		$	9,911
			Income Taxes		$	-		$	4,487

The accompanying notes are an integral part of these financial statements.

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NOTES TO FINANCIAL STATEMENTS - O&R

Note A - General

These footnotes accompany and form an integral part of the interim consolidated financial statements of Orange and Rockland Utilities, Inc. (O&R), a wholly-owned subsidiary of Consolidated Edison, Inc. (Con Edison). These financial statements are unaudited but, in the opinion of O&R's management, reflect all adjustments (which include only normally recurring adjustments) necessary for a fair statement of the results for the interim periods presented. These financial statements should be read together with the audited O&R financial statements (including the notes thereto) included in the combined Con Edison, Consolidated Edison Company of New York, Inc. and O&R Annual Reports on Form 10-K for the year ended December 31, 2000.

Note B - Environmental Matters

Hazardous substances, such as asbestos, polychlorinated biphenyls (PCBs) and coal tar, have been used or generated in the course of operations of O&R and may be present in its facilities and equipment.

The Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (Superfund) and similar state statutes impose joint and several strict liability, regardless of fault, upon generators of hazardous substances for resulting removal and remedial costs and environmental damages. Liabilities under these laws can be material and in some instances may be imposed without regard to fault, or may be imposed for past acts, even though such past acts may have been lawful at the time they occurred.

At March 31, 2001, O&R had accrued $31.7 million as its best estimate of its liability for sites as to which it has received process or notice alleging that hazardous substances generated by the company (and, in most instances, other potentially responsible parties) were deposited. There will be additional liability at these sites and other sites, including the costs of investigating and remediating sites where the company or its predecessors manufactured gas. The total amount of liability is not presently determinable but may be material to the company's financial position, results of operations or liquidity.

Under O&R's current gas rate agreement, O&R may defer for subsequent recovery through rates the cost of investigating and remediating manufactured gas sites. At March 31, 2001, $34.1 million of such costs had been deferred as a regulatory asset.

Suits have been brought in New York State and federal courts against O&R and many other defendants, wherein a large number of plaintiffs sought large amounts of compensatory and punitive damages for deaths and injuries allegedly caused by exposure to asbestos at various premises of the company. Many of these suits have been disposed of without any payment by O&R, or for immaterial amounts. The amounts specified in all the remaining suits totals billions of dollars but the company believes that these amounts are greatly exaggerated, as were the claims already disposed of. Based on the information and relevant circumstances known to the company at this time, it does not believe that these suits will have a material adverse effect on its financial position, results of operation or liquidity.

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In May 2000, the New York State Department of Environmental Conservation (DEC) issued notices of violation to O&R and four other companies that have operated coal-fired electric generating facilities in New York State. The notices allege violations of the federal Clean Air Act and the New York State Environmental Conservation law resulting from the alleged failure of the companies to obtain DEC permits for physical modifications to their generating facilities and to install pollution control equipment that would have reduced harmful emissions. The notice of violation received by O&R relates to the Lovett Generating Station that it sold in June 1999. O&R is unable to predict whether or not the alleged violations will have a material adverse effect on its financial position, results of operations or liquidity.

Note C - Related Party Transactions

Each month O&R is invoiced by Con Edison and its affiliates for the cost of any services they render to O&R. These services, provided primarily by Con Edison of New York, include substantially all administrative support operations such as corporate directorship and associated ministerial duties, accounting, treasury, investor relations, information resources, legal, human resources, fuel supply and energy management services. The cost of these services totaled $3.3 million during the first three months of 2001. In addition, O&R purchased $71.7 million of gas from Con Edison of New York during this period.

O&R provides certain recurring services to Con Edison of New York on a monthly basis, including cash receipts processing and certain other services. The cost of these services totaled $3.0 million during the first three months of 2001.

Note D - Derivative Instruments and Hedging Activities

As of January 2001, O&R adopted Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS No. 137, "Deferral of the Effective Date of FASB Statement No. 133," and SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities — an amendment of FASB Statement No. 133" (SFAS No. 133).

In connection with its $55 million promissory note issued to the New York State Energy Research and Development Authority for the net proceeds of the Authority's variable rate Pollution Control Refunding Revenue Bonds (O&R Projects), 1994 Series A (the 1994 Bonds), O&R has a swap agreement pursuant to which it pays interest at a fixed rate of 6.09 percent and is paid interest at the same variable rate as is paid on the 1994 Bonds. Upon adoption of SFAS No. 133, O&R recognized transition adjustments of $13.9 million in other comprehensive income. In the quarter ended March 31, 2001, the company did not reclassify any comprehensive income to income. If the swap agreement had been terminated on March 31, 2001, O&R would have been required to pay approximately $14.5 million. Pursuant to SFAS No. 133, the swap agreement is accounted for as a cash flow hedge and changes in its fair value are recorded in other comprehensive income. The fair value of the swap agreement is calculated based upon current market conditions.

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Note E - Financial Information by Business Segment

ORANGE AND ROCKLAND UTILITIES, INC.

SEGMENT FINANCIAL INFORMATION

$000's

For The Three Months Ended March 31, 2001 and 2000		Electric						Gas
		2001			2000			2001			2000
Sales Revenues		$	125,031		$	104,639		$	104,378		$	77,458
Intersegment Revenues			5			4			-			-
Depreciation and amortization			6,104			4,962			2,060			2,153
Operating Income			8,882			6,701			10,432			9,291

		Other						Total
		2001			2000			2001			2000
Sales Revenues		$	34		$	95		$	229,443		$	182,192
Intersegment Revenues			-			-			5			4
Depreciation and amortization			1			1			8,165			7,116
Operating Income			(160	)		(222	)		19,154			15,770

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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CON EDISON

Consolidated Edison, Inc. (Con Edison) is a holding company that operates only through its subsidiaries and has no material assets other than the stock of its subsidiaries. Con Edison's principal subsidiaries are regulated utilities: Consolidated Edison Company of New York, Inc. (Con Edison of New York) and Orange and Rockland Utilities, Inc. (O&R). Con Edison also has several unregulated subsidiaries.

The following discussion and analysis, which relates to the interim consolidated financial statements of Con Edison and its subsidiaries (including Con Edison of New York and O&R) included in Part I, Item 1 of this report, should be read in conjunction with Con Edison's Management's Discussion and Analysis of Financial Condition and Results of Operations (Con Edison's Form 10-K MD&A) in Item 7 of the combined Con Edison, Con Edison of New York and O&R Annual Reports on Form 10-K for the year ended December 31, 2000 (File Nos. 1-14514, 1-1217 and 1-4315, the Form 10-K). Reference is also made to the notes to the Con Edison financial statements in Part I, Item 1 of this report, which notes are incorporated herein by reference.

Liquidity and Capital Resources

Cash and temporary cash investments and outstanding notes payable (principally commercial paper) at March 31, 2001 and December 31, 2000 were (amounts shown in millions):

		March 31, 2001			December 31, 2000
Cash and temporary cash investments		$	59.6		$	94.8
Notes payable		$	438.1		$	255.0

The decrease in cash and temporary cash investments at March 31, 2001 compared with December 31, 2000 reflects net cash flows from operating activities and net cash flows used in investing and financing activities.

Cash Flows from Operating Activities

Net cash flows from operating activities during the first quarter of 2001 decreased $33.4 million compared with the first quarter of 2000, reflecting principally lower net income (including increased non-cash pension credits), decreased accounts payable and increased accounts receivable, offset in part by decreased deferred recoverable energy costs.

Accounts receivable - customer, less allowance for uncollectible accounts increased $16.2 million at March 31, 2001 compared with year-end 2000 due primarily to increased customer billings by Con Edison's utility subsidiaries, reflecting higher energy sales and energy costs, and the timing of customer payments. Con Edison of New York's equivalent number of days of revenue outstanding (ENDRO) of customer accounts receivable was 30.2 days at March 31, 2001 compared with 29.7 days at December 31, 2000. For O&R, the ENDRO was 43.6 days at March 31, 2001 and 35.4 days at December 31, 2000. The changes in ENDRO reflect increased use by customers of level billing and alternative payment arrangements and the timing of customer payments.

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Prepayments include cumulative credits to pension expense for Con Edison of New York amounting to $447.4 million at March 31, 2001 compared with $366.7 million at December 31, 2000. Pension credits, which result primarily from favorable performance by the company's pension fund in past years, increase net income but do not provide cash for the company's operations. See Note D to the Con Edison financial statements included in Item 8 of the Form 10-K.

Prepayments at March 31, 2001 also include prepaid property tax for Con Edison of New York of $137.2 million compared with $11.6 million at December 31, 2000. Property taxes are generally prepaid on January 1 and July 1 of each year.

Deferred recoverable energy costs decreased $155.8 million at March 31, 2001 compared with year-end 2000, due primarily to the ongoing recovery of previously deferred amounts, offset in part by the deferral for future recovery of additional purchased power and gas costs. See "Recoverable Energy Costs" in Note A to the Con Edison financial statements included in Item 8 of the Form 10-K.

Unfunded pension and other post-employment benefit (OPEB) obligations (shown as pension and benefit reserve on the balance sheet) increased $15.9 million at March 31, 2001 compared with year-end 2000. Con Edison of New York's policy is to fund its pension and OPEB costs to the extent deductible under current tax regulations. O&R's policy is to fund its pension and OPEB costs to the extent of its rate recovery. The reserve also includes a minimum liability for supplemental executive retirement programs, a portion of which liability has been included in other comprehensive income. See Note E to the Con Edison financial statements included in Item 8 of the Form 10-K.

The accumulated provision for injuries and damages increased $7.9 million at March 31, 2001 compared with year-end 2000, due primarily to increased workers' compensation claims.

Accounts payable decreased $263.5 million at March 31, 2001 compared with year-end 2000, due primarily to lower energy purchases in March 2001 as compared to December 2000.

Accrued taxes increased $26.8 million at March 31, 2001 compared with year-end 2000, due principally to timing differences and the gain on the sale of Con Edison of New York's interest in the Roseton generating station. See Note I to the Con Edison financial statements in Item 8 of the Form 10-K.

Other regulatory liabilities decreased $20.7 million at March 31, 2001 compared with year-end 2000, reflecting an $18 million refund to gas customers of previously deferred credits pursuant to the Con Edison of New York gas rate agreement approved by the PSC in November 2000. See "Rate and Restructuring Agreements" in Note A to the Con Edison financial statements in Item 8 of the Form 10-K.

Cash Flows Used in Investing and Financing Activities

Cash flows used in investing activities during the first quarter of 2001 decreased $98.8 million compared with the first quarter of 2000, reflecting the completion of the sale of Con Edison of New York's 480 MW interest in the Roseton generating station (proceeds of $100.0 million, net of federal income tax) and decreased nuclear fuel expenditures ($17.1 million), offset in part by increased utility construction

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expenditures ($22.9 million). Nuclear fuel expenditures decreased because refueling was conducted in the 2000 period but not in the 2001 period. Construction expenditures increased principally to meet load growth on Con Edison of New York's electric distribution system.

Cash flows used in financing activities during the first quarter of 2001 decreased $310.9 million compared with the first quarter of 2000, reflecting principally increased net proceeds from commercial paper ($168.2 million), the repurchase of common stock in the 2000 period ($68.5 million) and the retirement of long-term debt ($150 million in the 2001 period compared with $225 million in the 2000 period).

Capital Resources

Con Edison's ratio of earnings to fixed charges (for the 12 months ended on the date indicated) and common equity ratio (as of the date indicated) were:

		March 31, 2001		December 31, 2000
Earnings to fixed charges (SEC basis)		3.03		3.10
Common equity ratio*		50.6		49.1

* Common shareholders' equity as a percentage of total capitalization

Con Edison's ratio of earnings to fixed charges decreased for the 12-month period ending March 31, 2001 compared to the 12-month period ending December 31, 2000 as a result of decreased earnings and increased interest expense. Excluding the $130 million charge for replacement power costs incurred in connection with an outage at the Indian Point nuclear plant and the $33.6 million charge for merger-related expenses (see Notes G and P, respectively, to the Con Edison financial statements included in Item 8 of the Form 10-K), Con Edison's ratio of earnings to fixed charges would have been 3.39 and 3.47 for the 12-month periods ended March 31, 2001 and December 31, 2000, respectively. The change in the equity ratio reflects decreased long-term debt.

Financial Market Risks

Reference is made to "Financial Market Risks" in Con Edison's Form 10-K MD&A and to Note E to the Con Edison financial statements included in Part I, Item 1 of this report. At March 31, 2001 neither the fair value of derivatives outstanding nor potential derivative losses from reasonably possible near-term changes in market prices were material to the financial position, results of operations or liquidity of the company.

Environmental Matters

For information concerning potential liabilities of the company arising from laws and regulations protecting the environment, including the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (Superfund), see the notes to Con Edison's financial statements included in Part I, Item 1 of this report and also see Part II, Item 3 of this report.

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Results of Operations

First Quarter of 2001 Compared with First Quarter of 2000

Con Edison's net income for common stock for the first quarter of 2001 was $179.1 million or $.84 a share (based upon an average of 212.2 million common shares outstanding) compared with $188.1 million or $.88 a share (based upon an average of 212.6 million common shares outstanding) for the first quarter of 2000. The decrease in the company's net income reflects rate reductions and higher maintenance expenses, offset in part by higher sales volumes and decreased other operations expenses.

Earnings for the quarters ended March 31, 2001 and 2000 were as follows:

(Millions of dollars)			2001			2000
Con Edison of New York			$	171.8		$	178.3
O&R				13.2			10.7
Nonregulated subsidiaries				(0.3	)		2.3
Other*				(5.6	)		(3.2	)
	Con Edison		$	179.1		$	188.1

* Includes parent company expenses, goodwill amortization and inter-company eliminations.

A comparison of the results of operations of Con Edison for the first quarter of 2001 compared to the first quarter of 2000 follows.

Three Months Ended March 31, 2001 Compared With Three Months Ended March 31, 2000

(Millions of dollars)		Increases (Decreases) Amount			Increases (Decreases) Percent
Operating revenues		$	567.7		24.5	%
Purchased power - electric and steam			285.7		39.1
Fuel - electric and steam			85.1		99.8
Gas purchased for resale			197.2		74.0
Operating revenues less purchased power, fuel and gas purchased for resale (net revenues)			(0.3	)	-
Other operations and maintenance			(28.9	)	(6.9	)
Depreciation and amortization			(7.7	)	(5.4	)
Taxes, other than income tax			17.0		5.9
Income tax			15.5		15.3
Operating income			3.8		1.3
Other income less deductions and related federal income tax			1.8		77.4
Net interest charges			14.6		15.6
Net income for common stock		$	(9.0	)	(4.8	)%

A discussion of Con Edison's operating revenues and operating income by business segment follows. Con Edison's principal business segments are its electric, gas and steam utility businesses. For additional information about the segments, see the notes to the Con Edison financial statements included in Part I, Item 1 of this report.

Electric

Con Edison's electric operating revenues in the first quarter of 2001 increased $195.1 million compared with the first quarter of 2000, reflecting increased purchased power costs and electric sales, offset by the

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effects of electric rate reductions of approximately $44.6 million. See "Recoverable Energy Costs" and "Rate and Restructuring Agreements" in Note A to the Con Edison financial statements included in Item 8 of the Form 10-K.

Electricity sales volumes for Con Edison's utility subsidiaries increased 3.2 percent in the first quarter of 2001 compared with the first quarter of 2000. Con Edison of New York and O&R electric sales volumes for these periods are shown at the bottom of their consolidated income statements included in Part I, Item 1 of this report. After adjusting for variations, principally weather and billing days, in each period, electricity sales volumes for Con Edison of New York and O&R increased 2.7 percent and 1.6 percent, respectively, in the 2001 period. Weather-adjusted sales represent an estimate of the sales that would have been made if historical average weather conditions had prevailed.

Purchased power costs increased $266.0 million in the first quarter of 2001 compared with the first quarter of 2000, due primarily to an increase in the price of purchased power, offset in part by decreased purchased volumes. Fuel costs increased $40.4 million as a result of an increase in the unit cost of fuel. In general, Con Edison's utility subsidiaries recover prudently incurred purchased power costs pursuant to rate provisions approved by the relevant state public utility commission. See "Recoverable Energy Costs" in Note A to the Con Edison financial statements included in Item 8 of the Form 10-K.

Con Edison's electric operating income decreased $4.3 million for the first quarter of 2001 compared with the first quarter of 2000. The principal components of this variation were a decrease in net revenues (operating revenues less fuel and purchased power) of $34.3 million, increased maintenance expenses ($18.9 million) and increased property taxes ($14.4 million), offset in part by reduced other operations expenses ($37.1 million) and lower Federal income tax ($12.5 million). Other operations and maintenance expenses in the 2001 period reflect increased transmission and distribution expenses resulting from the 2000-2001 winter weather conditions, relocation of company facilities to avoid interference with municipal infrastructure projects and preparations for summer 2001 ($18.7 million), increased pension credits ($24.8 million) and lower insurance premiums, net of policy distributions ($6.3 million).

Gas

Con Edison's gas operating revenues increased $232.3 million and gas operating income decreased $2.7 million in the first quarter of 2001 compared with the first quarter of 2000. The higher revenues reflect an increased cost of purchased gas, offset in part by a reduction in customer bills of $14.3 million, reflecting a refund of previously deferred credits, and other provisions of the Con Edison of New York gas rate agreement approved by the PSC in November 2000. See "Rate and Restructuring Agreements" and "Recoverable Energy Costs" in Note A to the Con Edison financial statements included in Item 8 of the Form 10-K. The decrease in operating income of $2.7 million reflects primarily increased transmission and distribution expenses ($1.0 million) and increased customer service expenses ($1.1 million).

Firm gas sales and transportation volumes for Con Edison's utility subsidiaries increased 6.5 percent in the first quarter of 2001 compared with the first quarter of 2000. Con Edison of New York and O&R gas sales and transportation volumes for these periods are shown at the bottom of their consolidated income statements included in Part I, Item 1 of this report. After adjusting for variations, principally weather and

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billing days, in each period, firm gas sales and transportation volumes in the 2001 period increased 2.6 percent for Con Edison of New York and decreased 9.8 percent for O&R. Weather-adjusted sales represent an estimate of the sales that would have been made if historical average weather conditions had prevailed.

A weather-normalization provision that applies to the gas business of Con Edison's utility subsidiaries operating in New York moderates, but does not eliminate, the effect of weather-related changes on gas operating income.

Steam

Con Edison's steam operating revenues increased $88.0 million and steam operating income increased $9.5 million for the first quarter of 2001 compared with the first quarter of 2000, reflecting an October 2000 rate increase and increased sales volumes. The higher revenues also reflect increased fuel and purchased power costs. See "Rate and Restructuring Agreements" and "Recoverable Energy Costs" in Note A to the company's financial statements included in Item 8 of the Form 10-K.

Steam sales volume (see bottom of Con Edison of New York's consolidated income statement included in Part I, Item 1 of this report) increased 2.5 percent in the 2001 period compared with the 2000 period. After adjusting for variations, principally weather and billing days, in each period, steam sales volume decreased 1.0 percent.

Other Income

Income tax decreased $6.8 million in the 2001 period compared with the 2000 period, due primarily to the recognition of deferred federal income tax credits relating to the Roseton generating station sale. Investment income decreased $2.9 million, due principally to O&R's use of proceeds from their 1999 divestiture to retire long-term debt in March 2000.

Net Interest Charges

Net interest charges increased $14.6 million in the 2001 period compared with the 2000 period, reflecting $15.9 million of interest on increased long-term debt and a decrease of $0.8 million of interest related to short-term borrowings.

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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CON EDISON OF NEW YORK

Consolidated Edison Company of New York, Inc. (Con Edison of New York) is a regulated utility that provides electric service to over three million customers and gas service to over one million customers in New York City and Westchester County. It also provides steam service in parts of Manhattan. All of the common stock of Con Edison of New York is owned by Consolidated Edison, Inc. (Con Edison).

This discussion and analysis should be read in conjunction with Con Edison of New York's Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) in Item 7 of the combined Con Edison, Con Edison of New York and Orange and Rockland Utilities, Inc. (O&R) Annual Reports on Form 10-K for the year ended December 31, 2000 (File Nos. 1-14514, 1-1217 and 1-4315, the Form 10-K). Reference is also made to the notes to the financial statements in Part I, Item 1 of this report, which notes are incorporated herein by reference.

Liquidity and Capital Resources

Cash and temporary cash investments and outstanding commercial paper (shown as notes payable on the balance sheet) at March 31, 2001 and December 31, 2000 were (amounts shown in millions):

		March 31, 2001			December 31, 2000
Cash and temporary cash investments		$	35.8		$	70.3
Commercial paper		$	337.9		$	140.0

The decrease in cash and temporary cash investments at March 31, 2001 compared with December 31, 2000 reflects net cash flows from operating activities and net cash flows used in investing and financing activities.

Cash Flows from Operating Activities

Net cash flows from operating activities during the first quarter of 2001 decreased $7.7 million compared with the first quarter of 2000, reflecting principally lower net income (including increased non-cash pension credits), decreased accounts payable and increased accounts receivable, offset in part by decreased deferred recoverable energy costs.

Con Edison of New York's accounts receivable - customer, less allowance for uncollectible accounts increased $33.8 million at March 31, 2001 compared with year-end 2000 due primarily to increased customer billings, reflecting higher energy sales and energy costs, and the timing of customer payments. The company's equivalent number of days of revenue outstanding (ENDRO) of customer accounts receivable was 30.2 days at March 31, 2001 compared with 29.7 days at December 31, 2000. The changes in ENDRO reflect increased use by customers of level billing and alternative payment arrangements and the timing of customer payments.

Prepayments include cumulative credits to pension expense amounting to $447.4 million at March 31, 2001 compared with $366.7 million at December 31, 2000. Pension credits, which result primarily from

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favorable performance by the company's pension fund in past years, increase net income but do not provide cash for the company's operations. See Note D to the Con Edison of New York financial statements included in Item 8 of the Form 10-K.

Prepayments at March 31, 2001 also include prepaid property taxes of $137.2 million compared with $11.6 million at December 31, 2000. Property taxes are generally prepaid on January 1 and July 1 of each year.

Deferred recoverable energy costs decreased $149.5 million at March 31, 2001 compared with year-end 2000, due primarily to the recovery of previously deferred amounts, offset in part by the deferral for future recovery of additional purchased power and gas costs. See "Recoverable Energy Costs" in Note A to the Con Edison of New York financial statements included in Item 8 of the Form 10-K.

Unfunded pension and other post-employment benefit (OPEB) obligations (shown as pension and benefit reserve on the balance sheet) increased $11.7 million at March 31, 2001 compared with year-end 2000. The company's policy is to fund its pension and OPEB costs to the extent deductible under current tax regulations. The reserve also includes a minimum liability for the company's supplemental executive retirement program, a portion of which liability has been included in other comprehensive income. See Note E to the Con Edison of New York financial statements included in Item 8 of the Form 10-K.

The accumulated provision for injuries and damages increased $7.6 million at March 31, 2001 compared with year-end 2000, due primarily to increased workers' compensation claims.

Accounts payable decreased $245.8 million at March 31, 2001 compared with year-end 2000, due primarily to lower energy purchases in March 2001 as compared to December 2000.

Accrued taxes increased $32.3 million at March 31, 2001 compared with year-end 2000, due principally to timing differences and the gain on the sale of the company's interest in the Roseton generating station. See Note I to the Con Edison of New York financial statements in Item 8 of the Form 10-K.

Other regulatory liabilities decreased $16.6 million at March 31, 2001 compared with year-end 2000, reflecting an $18 million refund to gas customers of previously deferred credits pursuant to the gas rate agreement approved by the PSC in November 2000. See "Rate and Restructuring Agreements" in Note A to the Con Edison of New York financial statements in Item 8 of the Form 10-K.

Cash Flows Used in Investing and Financing Activities

Cash flows used in investing activities during the first quarter of 2001 decreased $91.1 million compared with the first quarter of 2000, reflecting the completion of the sale of the company's 480 MW interest in the Roseton generating station (proceeds of $100.0 million, net of federal income tax) and decreased nuclear fuel expenditures ($17.1 million), offset in part by increased construction expenditures ($25.1 million). Nuclear fuel expenditures decreased because refueling was conducted in the 2000 period but not in the 2001 period. Construction expenditures increased principally to meet load growth on the company's electric distribution system.

Cash flows used in financing activities during the first quarter of 2001 decreased $216.2 million compared with the first quarter of 2000, reflecting principally increased net proceeds from commercial

37

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paper ($212.7 million), the repurchase of common stock in the 2000 period ($29.4 million) and the retirement of long-term debt ($150 million in the 2001 period compared with $125 million in the 2000 period).

Capital Resources

Con Edison of New York's ratio of earnings to fixed charges (for the 12 months ended on the date indicated) and common equity ratio (as of the date indicated) were:

		March 31, 2001		December 31, 2000
Earnings to fixed charges (SEC basis)		3.18		3.23
Common equity ratio*		48.2		46.4

* Common shareholder's equity as a percentage of total capitalization

Con Edison of New York's ratio of earnings to fixed charges decreased for the 12-month period ending March 31, 2001 compared to the 12-month period ending December 31, 2000 as a result of decreased earnings and increased interest expense. Excluding the $130 million charge for replacement power costs incurred in connection with an outage at the Indian Point nuclear plant (see Note G to the Con Edison of New York financial statements included in Item 8 of the Form 10-K), Con Edison of New York's ratio of earnings to fixed charges would have been 3.50 and 3.56 for the 12-month periods ended March 31, 2001 and December 31, 2000, respectively. The change in the equity ratio reflects decreased long-term debt.

Financial Market Risks

Reference is made to "Financial Market Risks" in Con Edison of New York's Form 10-K MD&A and to Note D to the Con Edison of New York financial statements included in Part I, Item 1 of this report. At March 31, 2001 neither the fair value of derivatives outstanding nor potential derivative losses from reasonably possible near-term changes in market prices were material to the financial position, results of operations or liquidity of the company.

Environmental Matters

For information concerning potential liabilities of Con Edison of New York arising from laws and regulations protecting the environment, including the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (Superfund), see the notes to the Con Edison of New York financial statements included in Part I, Item 1 of this report and also see Part II, Item 3 of this report.

Results of Operations

First Quarter of 2001 Compared with First Quarter of 2000

Con Edison of New York's net income for common stock for the first quarter of 2001 was $171.8 million compared with $178.3 million for the first quarter of 2000. The decrease in the company's net income reflects rate reductions and higher maintenance expenses, offset in part by higher sales volumes and decreased other operations expenses.

A comparison of the results of operations of Con Edison of New York for the first quarter of 2001 compared with the first quarter of 2000 follows.

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Three Months Ended March 31, 2001 Compared With Three Months Ended March 31, 2000

(Millions of dollars)		Increases (Decreases) Amount			Increases (Decreases) Percent
Operating revenues		$	451.8		22.7	%
Purchased power - electric and steam			163.7		26.5
Fuel - electric and steam			85.1		99.9
Gas purchased for resale			205.5		(A	)
Operating revenues less purchased power, fuel and gas purchased for resale (net revenues)			(2.5	)	(0.2	)
Other operations and maintenance			(21.3	)	(5.9	)
Depreciation and amortization			(11.5	)	(8.8	)
Taxes, other than income tax			17.9		6.6
Income tax			13.3		13.8
Operating income			(0.9	)	(0.3	)
Other income less deductions and related federal income tax			4.1		(A	)
Net interest charges			9.7		11.2
Net income for common stock		$	(6.5	)	(3.6	)%

(A)

Amounts in excess of 100 percent

A discussion of Con Edison of New York's operating revenues and operating income by business segment follows. Con Edison of New York's principal business segments are its electric, gas and steam utility businesses. For additional information about the segments, see the notes to the Con Edison of New York financial statements included in Part I, Item 1 of this report.

Electric

Con Edison of New York's electric operating revenues in the first quarter of 2001 increased $160.0 million compared with the first quarter of 2000. The increase reflects increased purchased power costs and electric sales, offset by the effects of electric rate reductions of approximately $43.9 million. See "Recoverable Energy Costs" and "Rate and Restructuring Agreements" in Note A to the Con Edison of New York financial statements included in Item 8 of the Form 10-K.

Con Edison of New York's electric sales, excluding off-system sales, for the first quarter of 2001 compared with the first quarter of 2000 were:

		Millions of kwhrs.
Description		Three Months Ended March 31, 2001		Three Months Ended March 31, 2000		Variation		Percent Variation
Residential/Religious		2,850		2,798		52		1.9	%
Commercial/Industrial		4,860		4,682		178		3.8
Other		38		136		(98	)	(72.1	)
TOTAL FULL SERVICE CUSTOMERS		7,748		7,616		132		1.7
Retail Choice Customers		2,348		2,255		93		4.1
SUB-TOTAL		10,096		9,871		225		2.3
NYPA, Municipal Agency and Other Sales		2,649		2,477		172		6.9
TOTAL SERVICE AREA		12,745		12,348		397		3.2	%

39

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Electricity sales volume in Con Edison of New York's service territory increased 3.2 percent in the first quarter of 2001 compared with the first quarter of 2000. The increase in sales volume reflects the continued strength of the New York City economy. After adjusting for variations, principally weather and billing days, in each period, electricity sales volume in the service territory increased 2.7 percent in the 2001 period. Weather-adjusted sales represent an estimate of the sales that would have been made if historical average weather conditions had prevailed.

Con Edison of New York's purchased power costs increased $144.0 million in the first quarter of 2001 compared with the first quarter of 2000, due primarily to an increase in the price of purchased power, offset in part by decreased purchased volumes. Fuel costs increased $40.4 million as a result of an increase in the unit cost of fuel. In general, Con Edison of New York recovers prudently incurred purchased power costs pursuant to rate provisions approved by the PSC. See "Recoverable Energy Costs" in Note A to the Con Edison of New York financial statements included in Item 8 of the Form 10-K.

Con Edison of New York's electric operating income decreased $6.5 million in the first quarter of 2001 compared with the first quarter of 2000. The principal components of the decrease were a reduction in net revenues (operating revenues less fuel and purchased power) of $24.3 million, increased maintenance expenses ($18.3 million) and increased property taxes ($14.3 million), offset in part by reduced other operations expenses ($36.8 million) and lower Federal income tax ($11.8 million). Other operations and maintenance expenses in the 2001 period reflect increased transmission and distribution expenses resulting from the 2000-2001 winter weather conditions, relocation of company facilities to avoid interference with municipal infrastructure projects and preparations for summer 2001 ($18.3 million), increased pension credits ($24.8 million) and lower insurance premiums, net of policy distributions ($6.3 million).

Gas

Con Edison of New York's gas operating revenues increased $203.8 million and gas operating income decreased $3.8 million in the first quarter of 2001 compared with the first quarter of 2000. The higher revenues reflect an increased cost of purchased gas, offset in part by a reduction in customer bills of $14.3 million, reflecting a refund of previously deferred credits, and other provisions of the gas rate agreement approved by the PSC in November 2000. See "Rate and Restructuring Agreements" and "Recoverable Energy Costs" in Note A to the Con Edison of New York financial statements included in Item 8 of the Form 10-K. The decrease in operating income of $3.8 million reflects primarily increased transmission and distribution expenses ($0.9 million) and increased customer service expenses ($1.1 million).

Con Edison of New York's gas sales and transportation volumes for firm customers (see bottom of the company's consolidated income statement included in Part I, Item 1 of this report) increased 9.0 percent in the first quarter of 2001 compared with the 2000 period. After adjusting for variations, principally weather and billing days, in each period, firm gas sales and transportation volumes in the company's service territory increased 2.6 percent in the 2001 period. Weather-adjusted sales represent an estimate of the sales that would have been made if historical average weather conditions had prevailed.

40

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A weather-normalization provision that applies to Con Edison of New York's gas business moderates, but does not eliminate, the effect of weather-related changes on gas operating income.

Steam

Con Edison of New York's steam operating revenues increased $88.0 million and steam operating income increased $9.5 million for the first quarter of 2001 compared with the first quarter of 2000, reflecting an October 2000 rate increase and increased sales volumes. The higher revenues also reflect increased fuel and purchased power costs. See "Rate and Restructuring Agreements" and "Recoverable Energy Costs" in Note A to the company's financial statements included in Item 8 of the Form 10-K.

Con Edison of New York's steam sales volume (see bottom of the company's consolidated income statement included in Part I, Item 1 of this report) increased 2.5 percent in the 2001 period compared with the 2000 period. After adjusting for variations, principally weather and billing days, in each period, steam sales volume decreased 1.0 percent.

Net Interest Charges

Net interest charges increased $9.7 million in the first quarter of 2001 compared to the 2000 period, principally reflecting $13.0 million of interest on increased long-term debt, offset by a $3.0 million decrease in interest related to short-term borrowings.

41

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O&R MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS

Orange and Rockland Utilities, Inc. (O&R), a wholly-owned subsidiary of Consolidated Edison, Inc. (Con Edison), meets the conditions specified in General Instruction H to Form 10-Q and is permitted to use the reduced disclosure format for wholly-owned subsidiaries of companies, such as Con Edison, that are reporting companies under the Securities Exchange Act of 1934. Accordingly, this O&R Management's Narrative Analysis of the Results of Operations is included in this report, and O&R has omitted from this report the information called for by Part I, Item 2 (Management's Discussion and Analysis of Financial Condition and Results of Operations).

O&R's net income for common stock for the three-month period ended March 31, 2001 was $13.2 million, $2.5 million higher than the corresponding 2000 period. This increase was due primarily to a 3.0 percent increase in electric sales and the recognition in income in the 2001 period of $2.9 million of previously deferred credits pursuant to its New York gas rate agreement, offset in part by $0.7 million of electric rate reductions in the 2001 period pursuant to its New Jersey utility subsidiary's electric restructuring plan and $0.2 million of purchased power costs of its Pennsylvania subsidiary that are not recoverable from customers. See "Rate Regulation" in Note A to the O&R financial statements in Item 8 of the combined O&R, Con Edison and Consolidated Edison Company of New York, Inc. Annual Reports on Form 10-K for the year ended December 31, 2000 (File Nos. 1- 4315, 1-14514 and 1-1217, the Form 10-K).

A comparison of the results of operations of O&R for the three months ended March 31, 2001 to the three months ended March 31, 2000, follows.

(Millions of dollars)		Increases (Decreases) Amount			Increases (Decreases) Percent
Operating revenues		$	47.3		25.9	%
Purchased power - electric			15.1		27.7
Gas purchased for resale			25.3		52.3
Operating revenues less purchased power, fuel and gas purchased for resale (net revenues)			6.9		8.7
Depreciation and amortization			1.0		14.7
Taxes, other than income tax			(1.2	)	(7.4	)
Income tax			3.7		70.5
Operating income			3.4		21.5
Other income less deductions and related income tax			(1.5	)	(77.3	)
Net interest charges			(0.6	)	(8.2	)
Net income for common stock		$	2.5		23.0	%

A discussion of O&R's operating revenues by business segment follows. O&R's principal business segments are its electric and gas utility businesses. For additional information about O&R's business segments, see the notes to the O&R financial statements included in Part I, Item 1 of this report.

Electric operating revenues increased $20.4 million in the first quarter of 2001 compared to the 2000 period. This increase was attributable primarily to an increase in sales volume and the billing to customers of higher purchased power costs in the 2001 period.

42

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Electric sales volumes for the 2001 and 2000 periods are shown at the bottom of its consolidated income statement for those periods included in Part I, Item 1 of this report. Electric sales volumes in the three months ended March 31, 2001 increased 3.0 percent compared to the 2000 period. After adjusting for variations, principally weather and billing days, electricity sales volumes were 1.6 percent higher in the 2001 period, reflecting the continued strength of the economy in the company's service area. (Weather-adjusted sales represent an estimate of the sales that would have been made if historical average weather conditions had prevailed).

Purchased power costs increased $15.1 million during the first quarter of 2001 compared to the 2000 period. This increase is attributable primarily to increases in the cost of purchased power and higher customer sales. O&R and its New Jersey utility subsidiary recover all of their prudently incurred purchased power in accordance with rate provisions approved by their state public utility commissions. For O&R, the difference between the actual purchased power costs for a given month and the amounts billed to customers for that month is deferred for recovery from or refund to customers during the next billing cycle (normally within one or two months). For O&R's New Jersey utility subsidiary, differences between actual and billed electricity costs (which amounted to a cumulative excess of actual over billed costs of $35.9 million at March 31, 2001) are deferred for future charge or refund to customers, as the case may be. For O&R's Pennsylvania utility subsidiary, recovery of purchased power costs is limited to a predetermined fixed price and, as a result, in the first quarter of 2001 it incurred $0.2 million of purchased power costs that are not subject to recovery from customers. See "Rate Regulation" in Note A to the O&R financial statements in Item 8 of the Form 10-K.

Gas operating revenues increased $26.9 million in the 2001 period, compared to the 2000 period. The increase was due primarily to recovery from customers of higher gas costs and increases in firm transportation volumes in the 2001 period.

Gas sales volumes for the 2001 and 2000 periods are shown at the bottom of O&R's consolidated income statement for those periods included in Part I, Item 1 of this report. O&R's revenues from gas sales in New York are subject to a weather normalization clause that moderates, but does not eliminate, the effect of weather-related changes on gas operating income. After adjusting for variations, principally weather and billing days, in each period, gas sales and transportation volumes to firm customers were 9.8 percent lower for the 2001 period, compared to the 2000 period.

Gas purchased for resale increased $25.3 million in the first quarter of 2001 compared to the 2000 period, due primarily to higher gas costs.

Taxes other than income tax decreased by $1.2 million in the first quarter of 2001 compared to the 2000 period and state income taxes increased by a like amount, reflecting a change in New York law that effectively transferred the tax liability from a revenue based tax to a net income tax.

Income tax increased $3.7 million in the 2001 period compared to the 2000 period due primarily to the change in New York law and to higher income from operations.

43

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Other income decreased $1.5 million in the first quarter of 2001 compared to the 2000 period. The 2000 period included a market gain of $1.9 million in relation to O&R's supplemental employee retirement plan. Excluding the impact of the gain, investment income increased $0.4 million, due primarily to more interest income earned on short-term investments, offset by an increase in income tax.

Interest charges decreased $0.6 million in the 2001 period compared to the 2000 period, due primarily to lower debt outstanding.

44

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ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Con Edison

For information about Con Edison's primary market risks associated with activities in derivative financial instruments, other financial instruments and derivative commodity instruments, see "Financial Market Risks" in Con Edison's Management's Discussion and Analysis of Financial Condition and Results of Operations in Part I, Item 2 of this report and Item 7A of the combined Con Edison, Con Edison of New York and O&R Annual Reports on Form 10-K for the year ended December 31, 2000 (the Form 10-K), which information is incorporated herein by reference.

Con Edison of New York

For information about Con Edison of New York's primary market risks associated with activities in derivative financial instruments, other financial instruments and derivative commodity instruments, see "Financial Market Risks" in Con Edison of New York's Management's Discussion and Analysis of Financial Condition and Results of Operations in Part I, Item 2 of this report and Item 7A of the Form 10-K, which information is incorporated herein by reference.

45

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PART II.		OTHER INFORMATION
Item 1.		Legal Proceedings

Con Edison

Northeast Utilities Litigation

For information about legal proceedings relating to Con Edison's October 1999 agreement to acquire Northeast Utilities, see Note D to the Con Edison financial statements included in Part I, Item 1 of this report (which information is incorporated herein by reference).

Item 6.		Exhibits and Reports on Form 8-K
(a) Exhibits

Con Edison

Exhibit 12.1

Statement of computation of Con Edison's ratio of earnings to fixed charges for the twelve-month periods ended March 31, 2001 and 2000.

Con Edison of New York

Exhibit 10.2.1		Con Edison of New York Executive Incentive Plan, as amended and restated as of August 1, 2000.
Exhibit 10.2.2		Amendment No. 1 to the Con Edison of New York Deferred Income Plan, effective as of September 1, 2000.
Exhibit 12.2		Statement of computation of Con Edison of New York's ratio of earnings to fixed charges for the twelve-month periods ended March 31, 2001 and 2000.

O&R

Exhibit 12.3

Statement of computation of O&R's ratio of earnings to fixed charges for the twelve-month periods ended March 31, 2001 and 2000.

(b)

Reports on Form 8-K

Con Edison

Con Edison filed no Current Reports on Form 8-K during the quarter ended March 31, 2001.

Con Edison of New York

Con Edison of New York filed no Current Reports on Form 8-K during the quarter ended March 31, 2001.

O&R

O&R filed no Current Reports on Form 8-K during the quarter ended March 31, 2001.

46

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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.

		Consolidated Edison, Inc.
		Consolidated Edison Company of New York, Inc.
Date: May 14, 2001		By		/s/ JOAN S. FREILICH    Joan S. Freilich Executive Vice President, Chief Financial Officer and Duly Authorized Officer
		Orange and Rockland Utilities, Inc.
Date: May 14, 2001		By		/s/ EDWARD J. RASMUSSEN    Edward J. Rasmussen Vice President, Chief Financial Officer and Duly Authorized Officer

47

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                                                                 Exhibit 10.2.1

                  CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                            EXECUTIVE INCENTIVE PLAN


                             AS AMENDED AND RESTATED
                         EFFECTIVE AS OF AUGUST 1, 2000


                  CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                            EXECUTIVE INCENTIVE PLAN


                                     PURPOSE


In its original form, the Consolidated Edison Company of New York, Inc.
Executive Incentive Plan (the "Plan") was effective as of March 23, 1982. This
document reflects the revisions to the Plan which were effective as of April 1,
1999. As to a Participant who was in the employ of the Company or its Affiliated
Companies on April 1, 1999, the Mandatory Deferral Portions and Optional
Deferral Portions of Incentive Awards credited on the Participant's behalf prior
to April 1, 1999 and deferred to a date beyond April 1, 1999 were transferred to
and are administered under the Deferred Income Plan. This document also reflects
the changes to the Plan that are effective as of August 1, 2000.

The purpose of the Plan is to provide executives designated by the Company's
Board of Trustees as eligible to participate in the Plan with incentives to
achieve goals which are important to shareholders and customers of the Company,
to supplement the Company's salary and benefit programs so as to provide overall
compensation for such executives which is more competitive with corporations
with which the Company must compete for the best executive talent, and to assist
the Company in attracting and retaining executives who are important to the
continued success of the Company.


                  CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                            EXECUTIVE INCENTIVE PLAN

                                TABLE OF CONTENTS

                                                                          PAGE
                                                                          ----

ARTICLE I.  DEFINITIONS......................................................1
      1.01  ADJUSTED TARGET INCENTIVE FUND...................................1
      1.02  AFFILIATED COMPANY...............................................1
      1.03  AWARD DATE.......................................................1
      1.04  BOARD OR BOARD OF TRUSTEES.......................................1
      1.05  CHANGE IN CONTROL................................................1
      1.06  COMPANY..........................................................3
      1.07  DEFERRED INCOME PLAN.............................................3
      1.08  DISABILITY.......................................................4
      1.09  EQUIVALENT STOCK ACCOUNT.........................................4
      1.10  EQUIVALENT STOCK UNIT............................................4
      1.11  INCENTIVE AWARD..................................................4
      1.12  INCENTIVE PERCENTAGE.............................................4
      1.13  MANAGEMENT RETIREMENT PLAN.......................................4
      1.14  MANDATORY DEFERRAL PORTION.......................................4
      1.15  TARGET INCENTIVE FUND............................................4
      1.16  NORMAL RETIREMENT AGE............................................4
      1.17  OPTIONAL DEFERRAL PORTION........................................4
      1.18  PARTICIPANT......................................................4
      1.19  PLAN.............................................................4
      1.20  PLAN ADMINISTRATOR...............................................5
      1.21  POTENTIAL AWARD..................................................5
      1.22  POTENTIAL CHANGE IN CONTROL......................................5
      1.23  VALUATION DATE...................................................5

ARTICLE II.  ELIGIBILITY.....................................................5

ARTICLE III.  ADMINISTRATION.................................................5

ARTICLE IV.  DETERMINATION OF AWARDS.........................................7
      4.01  INCENTIVE PERCENTAGES............................................7
      4.02  TARGET INCENTIVE FUND............................................7
      4.03  ADJUSTED TARGET INCENTIVE FUND...................................7
      4.04  INCENTIVE AWARDS.................................................8

ARTICLE V.  DEFERRAL OF AWARDS...............................................8
      5.01  MANDATORY DEFERRAL PORTION.......................................8
      5.02  OPTIONAL DEFERRAL PORTION........................................9
      5.03  TRANSFER TO DEFERRED INCOME PLAN.................................9

ARTICLE VI.  VALUATION OF AWARD.............................................10
      6.01  NON-DEFERRED AWARDS.............................................10
      6.02  EQUIVALENT STOCK ACCOUNT........................................10
      6.03  COMMON STOCK VALUE..............................................11


                                      (i)


                  CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                            EXECUTIVE INCENTIVE PLAN

                                TABLE OF CONTENTS
                                    (CONT'D.)

                                                                          PAGE
                                                                          ----

ARTICLE VII.  PAYMENT OF AWARDS.............................................11
      7.01  TIME OF PAYMENT.................................................11
      7.02  AMOUNT OF PAYMENT...............................................12
      7.03  MANNER OF PAYMENT...............................................12
      7.04  FORFEITURE......................................................12
      7.05  POSTHUMOUS PAYMENTS.............................................13
      7.06  PAYMENT UPON THE OCCURRENCE OF A CHANGE IN CONTROL..............13

ARTICLE VIII.  ELECTIONS....................................................14
      8.01  MANNER..........................................................14
      8.02  TIMING..........................................................14
      8.03  PRESUMPTIONS....................................................14

ARTICLE IX.  MISCELLANEOUS..................................................14
      9.01  AMENDMENT AND TERMINATION.......................................14
      9.02  EFFECT OF PLAN..................................................15
      9.03  WITHHOLDING.....................................................15
      9.04  FUNDING.........................................................15
      9.05  FACILITY OF PAYMENT.............................................16
      9.06  NONALIENATION...................................................16


                                      (ii)


                  CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                            EXECUTIVE INCENTIVE PLAN

                             ARTICLE I. DEFINITIONS

The following terms when capitalized herein shall have the meanings set forth
below.

1.01  ADJUSTED TARGET INCENTIVE FUND shall have the meaning set forth in Section
      4.03(c).

1.02  AFFILIATED COMPANY shall mean any company other than the Company which is
      a member of a controlled group of corporations (as defined in Section
      414(b) of the Code) which also includes as a member the Company; any trade
      or business under common control (as defined in Section 414(c) of the
      Code) with the Company; any organization (whether or not incorporated)
      which is a member of an affiliated service group (as defined in Section
      414(m) of the Code) which includes the Company; and any other entity
      required to be aggregated with the Company pursuant to regulations under
      Section 414(o) of the Code.

1.03  AWARD DATE shall mean, with respect to any Incentive Award, January 1 of
      the year following the year to which such Incentive Award relates.

1.04  BOARD OR BOARD OF TRUSTEES shall mean the Board of Trustees of the
      Company.

1.05  CHANGE IN CONTROL shall mean an event which shall occur if:

      (a)   any person, as defined in Section 3(a)(9) of the Securities
            Exchange Act of 1934 ("Exchange Act"), as such term is modified in
            Sections 13(d) and 14(d) of the Exchange Act (other than (i) any
            employee plan established by any "Corporation" (which for these
            purposes shall be deemed to be the Company and any corporation,
            association, joint venture, proprietorship or partnership which is
            connected with the Company either through stock ownership or through
            common control, within the meaning of Sections 414(b) and (c) and
            1563 of the Code), (ii) the Company or any of its affiliates (as
            defined in Rule 12b-2 promulgated under the Exchange Act), (iii) an
            underwriter temporarily holding securities pursuant to an offering
            of such securities, or (iv) a corporation owned, directly or
            indirectly, by stockholders of the Company in


                                       1


            substantially the same proportions as their ownership of the
            Company) (a "Person"), is or becomes the beneficial owner (as
            defined in Rule 13d-3 promulgated under the Exchange Act), directly
            or indirectly, of securities of the Company (excluding from the
            securities beneficially owned by such Person any securities directly
            acquired from the Company or its affiliates other than in connection
            with the acquisition by the Company or its affiliates of a business)
            representing 20 percent or more of either the then outstanding
            shares of Common Stock of the Company or the combined voting power
            of the Company's then outstanding voting securities;

      (b)   during any period of up to two consecutive years (not including
            any period prior to April 1, 1999) individuals who, at the
            beginning of such period, constitute the Board cease for any
            reason to constitute a majority of the directors then serving on
            the Board, provided that any person who becomes a director
            subsequent to the beginning of such period and whose appointment
            or election by the Board or nomination for election by the
            Company's shareholders was approved by at least two-thirds of the
            directors then still in office who either were directors at the
            beginning of such period or whose appointment, election or
            nomination for election was previously so approved (other than a
            director (i) whose initial assumption of office is in connection
            with an actual or threatened election contest relating to the
            election of the directors of the Company, as such terms are used
            in Rule 14a-11 of Regulation 14A under the Exchange Act, or (ii)
            who was designated by a person who has entered into an agreement
            with the Company to effect a transaction described in paragraph
            (a), (c) or (d) of this Section 1.05) shall be deemed a director
            as of the beginning of such period;

      (c)   consummation of a merger or consolidation of the Company with any
            other corporation or approval of the issuance of voting
            securities of the Company in connection with a merger or
            consolidation of the Company occurs (other than (i) a merger or
            consolidation that would result in the voting securities of the
            Company outstanding immediately prior thereto continuing to
            represent (either by remaining outstanding or by being converted
            into voting securities of the surviving entity or any parent
            thereof), in combination with the ownership of any trustee or
            other fiduciary holding securities under an employee benefit plan
            of any Corporation, at least 51 percent of the combined voting
            power of the voting securities of the Company or such surviving
            entity or any parent thereof outstanding immediately after such
            merger or consolidation, or (ii) a merger or consolidation
            effected to implement a recapitalization of the Company (or
            similar


                                       2


            transaction) in which no Person is or becomes the beneficial owner
            (as defined in paragraph (a) above), directly or indirectly, of
            securities of the Company (not including in the securities
            beneficially owned by such Person any securities acquired directly
            from the Company or its affiliates other than in connection with the
            acquisition by the Company or the affiliates of a business)
            representing 20 percent or more of either the then outstanding
            shares of Common Stock of the Company or the combined voting power
            of the Company's then outstanding voting securities); or

      (d)   the stockholders of the Company approve a plan of complete
            liquidation or dissolution of the Company or an agreement for the
            sale or disposition by the Company of all or substantially all of
            the Company's assets, other than a sale or disposition by the
            Company of all or substantially all of the Company's assets to an
            entity, at least 65 percent of the combined voting power of the
            voting securities of which are owned by persons in substantially
            the same proportions as their ownership of the Company
            immediately prior to the sale.

Notwithstanding the foregoing, no "Change in Control" shall be deemed to have
occurred if there is consummated any transaction, or series of integrated
transactions, immediately following which the record holders of the Common Stock
immediately prior to such transaction, or series of integrated transactions,
continue to have substantially the same proportionate ownership in an entity
which owns all or substantially all of the assets of the Company immediately
following such transaction or series of integrated transactions.

1.06  COMPANY shall mean Consolidated Edison Company of New York, Inc. or any
      successor by merger, purchase or otherwise; provided, however, that for
      purposes of Section 1.05, Section 1.22, the second paragraph of Section
      5.01(b), Section 6.02 (with the exception of the next to last sentence
      thereof), Section 6.03, and Section 7.06, "Company" shall mean the highest
      level holding company of Consolidated Edison Company of New York, Inc. (or
      any successor thereto which continues this Plan) which has publicly traded
      common stock.

1.07  DEFERRED INCOME PLAN shall mean the Consolidated Edison Company of New
      York, Inc. Deferred Income Plan, as amended from time to time.


                                       3


1.08  DISABILITY shall mean circumstances under which a Participant would be
      entitled to receive a pension by reason of disability (or would be so
      entitled but for failure to satisfy vesting, age, or length-of-service
      requirements) under the Management Retirement Plan.

1.09  EQUIVALENT STOCK ACCOUNT shall mean an account established for a
      Participant pursuant to Section 6.02.

1.10  EQUIVALENT STOCK UNIT shall have the meaning set forth in Section 6.02.

1.11  INCENTIVE AWARD shall have the meaning set forth in Section 4.04.

1.12  INCENTIVE PERCENTAGE shall have the meaning set forth in Section 4.01.

1.13  MANAGEMENT RETIREMENT PLAN shall mean The Consolidated Edison Retirement
      Plan, as amended from time to time.

1.14  MANDATORY DEFERRAL PORTION shall mean the one-third of each Incentive
      Award that is required to be deferred pursuant to Section 5.01.

1.15  TARGET INCENTIVE FUND shall have the meaning set forth in
      Section 4.02(a).

1.16  NORMAL RETIREMENT AGE shall mean the later of the Participant's 65th
      birthday or the fifth anniversary of the Participant's participation in
      the Management Retirement Plan.

1.17  OPTIONAL DEFERRAL PORTION shall mean the two-thirds of each Incentive
      Award that is permitted to be deferred pursuant to Section 5.02.

1.18  PARTICIPANT shall mean any executive who at any time shall be eligible to
      participate in the Plan.

1.19  PLAN shall mean the Consolidated Edison Company of New York, Inc.
      Executive Incentive Plan, as in effect from time to time.


                                       4


1.20  PLAN ADMINISTRATOR shall mean the individual appointed by the Company's
      Chief Executive Officer to administer the Plan as provided in Article III.

1.21  POTENTIAL AWARD shall have the meaning set forth in Section 4.02(c).

1.22  POTENTIAL CHANGE IN CONTROL shall mean an event which shall occur if:

      (a)   the Company enters into a definitive written agreement, the
            consummation of which would result in the occurrence of a Change
            in Control;

      (b)   the Company or any Person (as defined in Section 1.05(a)) publicly
            announces an intention to take or to consider taking actions which,
            if consummated, would constitute a Change in Control; or

      (c)   any Person becomes the beneficial owner (as defined in Rule 13d-3
            promulgated under the Exchange Act), directly or indirectly, of
            securities of the Company representing 15 percent or more of the
            then outstanding shares of Common Stock of the Company or the
            combined voting power of the Company's then outstanding securities.

1.23  VALUATION DATE shall have the meaning set forth in Section 6.01 or 6.02,
      whichever is applicable.

                              ARTICLE II. ELIGIBILITY

The Board, in its discretion, from time to time, may designate and change the
designation of the executives or executive position levels eligible to
participate in the Plan. To be eligible to receive an award under the Plan for a
particular year, an executive must (a) have been employed by the Company during
any portion of such year and (b) achieve an eligible position level or be
designated by the Board as eligible not later than September 30 of such year.

                           ARTICLE III. ADMINISTRATION

Except as otherwise provided in the Plan, all determinations in connection with
the Plan shall be made by the Plan Administrator, whose decisions shall be final
and conclusive upon all Participants and any persons asserting any claim derived
from a Participant. The Plan Administrator shall make such determinations after
receiving the recommendations of the Company's Chief Executive Officer (except
as to matters relating to the participation of the Company's Chief Executive
Officer in the Plan). The Plan


                                       5


Administrator shall abstain from any determination under the Plan in which he or
she has a personal interest, in which case such determination shall be made by
the Company's Chief Executive Officer. The Plan Administrator shall be
responsible for the administration of the Plan under the direction of the
Company's Chief Executive Officer.


                                       6


                       ARTICLE IV. DETERMINATION OF AWARDS

4.01  INCENTIVE PERCENTAGES

            The Board shall determine a percentage of annual salary deemed to
      constitute an appropriate incentive for each executive or executive
      position level eligible to participate in the Plan. Each such percentage
      is herein called an "Incentive Percentage". The Board may, from time to
      time, increase or decrease any Incentive Percentage, as the Board may deem
      appropriate.

4.02  TARGET INCENTIVE FUND

      (a) At the end of each year, the annual rate of salary of each executive
      eligible to participate in the Plan for such year, as such salary is in
      effect at the end of such year, shall be multiplied by the Incentive
      Percentage applicable to such person at such time. The sum of such
      products for all executives eligible to participate in the Plan for such
      year is herein called the "Target Incentive Fund" for such year.

      (b) For purposes of calculating the Target Incentive Fund for any year:

                  (i) In the case of an executive whose employment with the
            Company has terminated during the year, the annual salary rate of
            such executive in effect at the time of such termination shall be
            deemed to be the annual salary rate of such executive at the end of
            such year.

                  (ii) Deferred compensation, at the annual rate in effect at
            the end of the year pursuant to an agreement between the Company and
            an executive, shall be considered part of such executive's annual
            rate of salary at the end of such year.

                  (iii) An executive's annual rate of salary shall be determined
            without any deduction for pre-tax contributions or after-tax
            contributions made pursuant to the Con Edison Thrift Savings Plan
            for Management Employees, the Con Edison Flexible Reimbursement
            Account Plan for Management Employees, the Con Edison OPTIONS
            Program for Management Employees, or the Deferred Income Plan.

      (c) The amount included in the Target Incentive Fund for any year with
      respect to each executive is called such executive's "Potential Award".

4.03  ADJUSTED TARGET INCENTIVE FUND


                                       7


      (a) In January of each year the Board shall determine whether award of the
      Target Incentive Fund for the preceding year is appropriate or whether and
      to what extent such Target Incentive Fund shall be reduced, eliminated
      entirely, or increased. The Board may increase the Target Incentive Fund
      by an amount not to exceed 50 percent of the Target Incentive Fund. In
      making such determination, the Board shall consider the Company's
      performance during the preceding year, taking into account such factors as
      the Board deems relevant.

      (b) The Target Incentive Fund for any year in which the Company omits a
      dividend on its common stock shall be reduced to zero.

      (c) The Target Incentive Fund for a year, as adjusted pursuant to this
      Section 4.03, is herein called the "Adjusted Target Incentive Fund".
      Notwithstanding any other provision of the Plan, the Adjusted Target
      Incentive Fund for any year may not exceed three-quarters of 1 percent of
      the Company's net income for common stock for such year.

4.04  INCENTIVE AWARDS

            After the Adjusted Target Incentive Fund for a year has been
      determined as provided in Section 4.03, the Executive Personnel and
      Pension Committee of the Board, upon the recommendations of the Company's
      Chief Executive Officer (except with respect to his own award), shall
      make, subject to confirmation by the Board, awards to individual
      Participants who are eligible to participate in the Plan for such year.
      Such awards are herein called "Incentive Awards". Incentive Awards shall
      be determined in the following manner:

      (a) Each Incentive Award shall be determined in the light of the
      contribution of the Participant's group to the overall performance of the
      Company, the Participant's contribution to the performance of the
      Participant's group, and the Participant's individual performance.

      (b) An Incentive Award may range from zero to 150 percent of the
      Participant's Potential Award for the year in question.

      (c) The aggregate of all Incentive Awards for a year may not exceed the
      Adjusted Target Incentive Fund for such year.

                          ARTICLE V. DEFERRAL OF AWARDS

5.01  MANDATORY DEFERRAL PORTION


                                       8


      (a) One-third of each Incentive Award shall be allocated to the
      Participant's Equivalent Stock Account and shall be deferred until the
      earlier of (i) the fifth anniversary of the Award Date or (ii) the date of
      the Participant's termination of employment with the Company and
      Affiliated Companies, except as otherwise provided in Section 7.06.

      (b) Notwithstanding the provisions of paragraph (a) above, the Participant
      may elect to defer all or any part of such one-third for a further period
      ending on the earlier of (i) the sixth or any later anniversary of the
      Award Date or (ii) the date of the Participant's termination of employment
      with the Company and Affiliated Companies; provided however, that if the
      Participant makes a deferral election with respect to any portion of the
      Mandatory Deferral Portion of an Incentive Award pursuant to this
      paragraph (b), on the fifth anniversary of the Award Date of such
      Incentive Award, the value of the portion of the Mandatory Deferral
      Portion of an Incentive Award so deferred shall be administered and
      accounted for under the Deferred Income Plan.

            The value of such Mandatory Deferral Portion or part thereof to be
      administered and accounted for under the Deferred Income Plan shall be the
      value on the fifth anniversary of the Award Date of such Mandatory
      Deferral Portion of a number of shares of common stock of the Company
      equal to the number of Equivalent Stock Units in the respective subaccount
      for the Mandatory Deferral Portion or part thereof to be administered and
      accounted for under the Deferral Income Plan.

5.02  OPTIONAL DEFERRAL PORTION

            Up to two-thirds of each Incentive Award may, at the Participant's
      election, be deferred to the earlier of (a) the third or later anniversary
      of the Award Date of such Incentive Award, or (b) the date of the
      Participant's termination of employment with the Company and Affiliated
      Companies; provided however, that if the Participant makes a deferral
      election with respect to any portion of the Optional Deferral Portion of
      an Incentive Award pursuant to this Section 5.02, on the Award Date of
      such Incentive Award the value of the portion of the Optional Deferral
      Portion so deferred shall be administered and accounted for under the
      Deferred Income Plan.

5.03  TRANSFER TO DEFERRED INCOME PLAN

            The portion of a Participant's accounts deferred hereunder prior to
      April 1, 1999, which are no longer subject to potential forfeiture
      pursuant to Section 7.04 as of such date, shall be


                                       9


      transferred to the Deferred Income Plan and thereafter be administered and
      accounted for thereunder. As of the date that other amounts deferred
      hereunder prior to April 1, 1999 are no longer subject to potential
      forfeiture pursuant to Section 7.04, such amounts shall be transferred to
      the Deferred Income Plan and thereafter be administered and accounted for
      thereunder.

                         ARTICLE VI. VALUATION OF AWARD

6.01  NON-DEFERRED AWARDS

            The Valuation Date of any portion of the Optional Deferral Portion
      of an Incentive Award that is not deferred pursuant to Section 5.02 shall
      be the Award Date, and the value on the Valuation Date shall be equal to
      the amount of such portion.

6.02  EQUIVALENT STOCK ACCOUNT

            An Equivalent Stock Account shall be established for each
      Participant. A separate subaccount within such Equivalent Stock Account
      shall be established for each Mandatory Deferral Portion allocated to such
      Equivalent Stock Account. Each Mandatory Deferral Portion so allocated
      shall be converted to a number of Equivalent Stock Units calculated (to
      the nearest thousandth) by dividing (x) such portion by (y) the value of
      one share of the Company's common stock on the Award Date, and the number
      of Equivalent Stock Units so calculated shall be credited to the
      respective subaccount within the Participant's Equivalent Stock Account.
      On each dividend payment date for the Company's common stock occurring
      between the Award Date and the Valuation Date of such Mandatory Deferral
      Portion, there shall be credited to such subaccount the number of
      additional Equivalent Stock Units calculated (to the nearest thousandth)
      by dividing (x) the amount of the total dividend which would have been
      paid on a number of shares (including fractional shares) of the Company's
      common stock equal to the closing balance (in Equivalent Stock Units) in
      such subaccount on the record date for such dividend payment date, by (y)
      the value of one share of the Company's common stock on the dividend
      payment date. In the event of a dividend payable in shares of the
      Company's common stock, a like number of Equivalent Stock Units shall be
      added to the subaccount. The Valuation Date of such Mandatory Deferral
      Portion of an Incentive Award shall be the date on which occurs the
      earliest of:

            (a) the Participant's termination of employment with the Company and
            Affiliated Companies on or after the Participant's Normal Retirement
            Age;


                                       10


            (b) the Participant's death;

            (c) the Participant's Disability; or

            (d) the fifth anniversary of the Award Date of such Incentive Award
            if the Participant has not terminated employment with the Company
            and Affiliated Companies on or prior to such date;

            provided, however, that if the Participant's date of termination of
      employment with the Company and Affiliated Companies occurs prior to the
      earliest of the dates specified in (a) through (d) above but the Chief
      Executive Officer of the Company makes a determination pursuant to Section
      7.04 that no forfeiture shall occur, the Valuation Date shall be such date
      of termination. The value of such Mandatory Deferral Portion on the
      Valuation Date shall be the value, on the Valuation Date, of a number of
      shares of the Company's common stock equal to the number of Equivalent
      Stock Units in the respective subaccount on the Valuation Date.

6.03  COMMON STOCK VALUE

            For all purposes of the Plan, the value of a share of the Company's
      common stock, as of any date, shall be deemed to be the mean of the high
      and low sale price for such a share reported on the New York Stock
      Exchange for trading on such date (or, if there was no reported trade for
      such date, on the first day of trading thereafter). Appropriate
      adjustments shall be made in the event of a stock split, reclassification
      or reorganization.

                         ARTICLE VII. PAYMENT OF AWARDS

7.01  TIME OF PAYMENT

      (a) Each portion of a Mandatory Deferral Portion of an Incentive Award (i)
      for which the deferral election in Section 5.01(b) has not been made or
      (ii) for which such deferral election has been made and the Participant
      (A) does not terminate employment with the Company and Affiliated
      Companies until on or after the earliest of the dates specified in (a)
      through (d) of Section 6.02 or (B) terminates employment with the Company
      and Affiliated Companies prior to the earliest of the dates specified in
      (a) through (d) of Section 6.02 but the Chief Executive Officer of the
      Company makes a determination pursuant to Section 7.04 that no forfeiture
      shall be made, shall become payable as soon as administratively
      practicable after its respective Valuation Date, as provided in this
      Article VII.


                                       11


      (b) Each portion of an Optional Deferral Portion for which a deferral
      election under Section 5.02 has not been made shall become payable as soon
      as administratively practicable after its respective Valuation Date, as
      provided in this Article VII.

7.02  AMOUNT OF PAYMENT

            Each portion of (a) the Mandatory Deferral Portion of an Incentive
      Award (i) for which the deferral election in Section 5.01(b) has not been
      made or (ii) for which such deferral election has been made and the
      Participant (A) does not terminate employment with the Company and
      Affiliated Companies until on or after the earliest of the dates specified
      in (a) through (d) of Section 6.02 or (B) terminates employment with the
      Company and Affiliated Companies prior to the earliest of the dates
      specified in (a) through (d) of Section 6.02 but the Chief Executive
      Officer of the Company makes a determination pursuant to Section 7.04 that
      no forfeiture shall be made, and (b) an Optional Deferral Portion for
      which a deferral election under Section 5.02 has not been made, shall be
      paid at its value on the Valuation Date, as determined pursuant to Article
      VI.

7.03  MANNER OF PAYMENT

      (a) Any portion of the Mandatory Deferral Portion of an Incentive Award
      which becomes payable on or prior to the fifth anniversary of the Award
      Date of such Incentive Award shall be paid to the Participant in a single
      lump sum.

      (b) Any portion of the Optional Deferral Portion of an Incentive Award for
      which a deferral election under Section 5.02 has not been made shall be
      paid to the Participant in a single lump sum.

7.04  FORFEITURE

            Unless the Chief Executive Officer of the Company shall otherwise
      determine, the Mandatory Deferral Portion of an Incentive Award shall be
      forfeited, and no amount shall be payable to the Participant in respect of
      such portion, if the employment of the Participant with the Company and
      Affiliated Companies shall be terminated, other than on or after the
      Participant's Normal Retirement Age or by reason of death or Disability,
      prior to the fifth anniversary of the Award Date of such Incentive Award.
      Notwithstanding the prior sentence, no forfeiture shall occur after the
      date a Change in Control occurs.


                                       12


7.05  POSTHUMOUS PAYMENTS

            Subject to Section 7.04 and Section 9.05, if a Participant shall die
      before all payments to be made to the Participant under this Plan have
      been made, the remaining payment or payments shall be made to the
      Participant's estate or personal representative in a single lump sum, with
      such posthumous payment to be made as soon as administratively practicable
      after the Participant's death.

7.06  PAYMENT UPON THE OCCURRENCE OF A CHANGE IN CONTROL

      (a) Unless a Participant elects otherwise prior to the date a Change in
      Control occurs, upon the occurrence of a Change in Control the Participant
      shall automatically receive the value, as of the date the Change in
      Control occurs, of a number of shares of common stock of the Company equal
      to the number of Equivalent Stock Units in the respective subaccount as of
      the date the Change in Control occurs. Such payment will be made in a
      single lump sum as soon as administratively practicable after the date the
      Change in Control occurs.

      (b) If, due to an election pursuant to paragraph (a) above, a Participant
      is not to receive a single lump sum upon a Change in Control, the
      Participant may elect, within 30 days after the date the Change in Control
      occurs, to receive, in a single lump sum, the value, on the date the
      Change in Control occurs, of a number of shares of common stock of the
      Company equal to the number of Equivalent Stock Units in the respective
      subaccount on the date the Change in Control occurs, reduced by the prime
      rate as published in the Wall Street Journal on the date the Change in
      Control occurs plus 100 basis points. Such payment will be made as soon as
      administratively practicable after the Participant's election is received
      by the Plan Administrator.

      (c) The elections permitted to Participants by paragraphs (a) and (b)
      above shall be made by a writing signed by the Participant and delivered
      to the Plan Administrator.


                                       13


                             ARTICLE VIII. ELECTIONS

8.01  MANNER

            The elections permitted to Participants by Section 5.01 and Section
      5.02 shall be made by a writing signed by the Participant and delivered to
      the Plan Administrator. A separate election may be made with respect to
      each Incentive Award. An election made for any Incentive Award shall
      govern all subsequent Incentive Awards, unless a new election is timely
      made as to subsequent Incentive Awards.

8.02  TIMING

            The elections pursuant to Section 5.01 and Section 5.02 with respect
      to any Incentive Award must be made prior to the Award Date. An election
      may be changed at any time up to the deadline for making such election,
      but not thereafter.

8.03  PRESUMPTIONS

            In the absence of a valid election to the contrary by the
      Participant, the following presumptions shall apply:

      (a) The Participant elects not to defer any portion of the Mandatory
      Deferral Portion of an Incentive Award pursuant to Section 5.01 beyond the
      minimum mandatory deferral.

      (b) The Participant elects not to defer any portion of the Optional
      Deferral Portion of an Incentive Award pursuant to Section 5.02.

                            ARTICLE IX. MISCELLANEOUS

9.01  AMENDMENT AND TERMINATION

            The Company reserves the right, by action of the Board of Trustees,
      to terminate the Plan entirely, or to temporarily or permanently
      discontinue the making of awards under the Plan; and further reserves the
      right, by action of the Board of Trustees or the Plan Administrator, to
      otherwise modify the Plan from time to time; provided that no such
      modification, termination, or discontinuance shall adversely affect the
      rights of Participants with respect to Incentive Awards previously
      determined; and provided further, that no modification by action of the
      Plan Administrator shall have a material effect on the benefits payable
      under the Plan. Upon termination of the Plan, the Board of Trustees may
      elect to continue the Plan with respect to


                                       14


      deferred portions of Incentive Awards, or may elect to distribute
      immediately such deferred portions in single lump sum payments, with
      appropriate adjustments in valuation, as determined by the Board.

9.02  EFFECT OF PLAN

            The establishment and continuance of the Plan shall not constitute a
      contract of employment between the Company and any employee. No person
      shall have any claim to be granted an award under the Plan and there is no
      obligation for uniformity of treatment of employees or Participants under
      the Plan. Neither the Plan nor any action taken under the Plan shall be
      construed as giving to any employees the right to be retained in the
      employ of the Company, nor any right to examine the books of the Company,
      or to require an accounting.

9.03  WITHHOLDING

            The Company shall deduct from any payment under the Plan any
      federal, state, or local taxes required by law to be withheld with respect
      to such payment.

9.04  FUNDING

      (a) All amounts payable in accordance with this Plan shall constitute a
      general unsecured obligation of the Company. Such amounts, as well as any
      administrative costs relating to the Plan, shall be paid out of the
      general assets of the Company, to the extent not paid from the assets of
      any trust established pursuant to paragraph (b) below.

      (b) The Company may, for administrative reasons, establish a grantor trust
      for the benefit of Participants in the Plan. Notwithstanding the foregoing
      sentence, the Company shall, upon a Potential Change in Control, establish
      a grantor trust for the benefit of the Participants in the Plan and shall
      fund such trust at a level at least equal to the liabilities of the Plan
      as of the day before the Potential Change in Control occurred. The assets
      placed in such trust shall be held separate and apart from other Company
      funds and shall be used exclusively for the purposes set forth in the Plan
      and the applicable trust agreement, subject to the following conditions:

            (i) the creation of such trust shall not cause the Plan to be other
            than "unfunded" for purposes of Title I of ERISA;

            (ii) the Company shall be treated as "grantor" of such trust for
            purposes of Section 677 of the Code; and


                                       15


            (iii) the agreement of such trust shall provide that its assets may
            be used upon the insolvency or bankruptcy of the Company to satisfy
            claims of the Company's general creditors and that the rights of
            such general creditors are enforceable by them under federal and
            state law.

9.05  FACILITY OF PAYMENT

            In the event that the Plan Administrator shall find that a
      Participant is unable to care for such Participant's affairs because of
      illness or accident or because he or she is a minor or has died, the Plan
      Administrator may, unless claim shall have been made therefor by a duly
      appointed legal representative, direct that any benefit payment due the
      Participant, to the extent not payable from a grantor trust, be paid on
      the Participant's behalf to the Participant's spouse, a child, a parent or
      other blood relative, or to a person with whom the Participant resides or
      a legal guardian, and any such payment so made shall be a complete
      discharge of the liabilities of the Company and the Plan therefor.

9.06  NONALIENATION

            Subject to any applicable law, no benefit under the Plan shall be
      subject in any manner to anticipation, alienation, sale, transfer,
      assignment, pledge, encumbrance or charge, and any attempt to do so shall
      be void, nor shall any such benefit be in any manner liable for or subject
      to garnishment, attachment, execution or levy, or liable for or subject to
      the debts, contracts, liabilities, engagements or torts of the person
      entitled to such benefits.

      IN WITNESS WHEREOF, Consolidated Edison Company of New York, Inc. has
caused this instrument to be executed by its officer thereunto duly
authorized as of the 19th day of January, 2001.


                                    By:________________________________
                                          Richard P. Cowie
                                          Vice President-Human Resources
                                          Consolidated Edison Company of
                                             New York, Inc.


                                       16

                                                                 Exhibit 10.2.2

                             AMENDMENT NO. 1 TO THE
                  CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                              DEFERRED INCOME PLAN,
                        EFFECTIVE AS OF SEPTEMBER 1, 2000

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

      Pursuant to resolutions adopted at a meeting of the Board of Trustees of
Consolidated Edison Company of New York, Inc. duly called and held on January
27, 1997 and to Section 6.02 of the Consolidated Edison Company of New York,
Inc. Deferred Income Plan (the "Plan"), the Vice President-Human Resources and
Plan Administrator hereby amends the Plan as follows, effective as of September
1, 2000 unless otherwise stated:

1.    Section 1.01 is amended by adding the following sentence at the end
      thereof:

      "Accounts shall also include any other Accounts that may be established by
      the Plan Administrator from time to time on behalf of a Participant."

2.    Section 1.15 is amended by adding the following sentence at the end
      thereof:

      "Deferred Compensation Agreement shall also include any agreement between
      the Company and a Participant that provides for deferral of the receipt of
      compensation by the Participant, contribution of such deferred
      compensation to the Plan by the Company, and designation by the
      Participant of his or her preferences with respect to allocation of such
      deferred compensation among the available Deemed Investment Options."

3.    Section 1.29 is amended by changing the designation of paragraph "(e)" to
      "(f)" and adding a new paragraph (e) to read as follows:

      "(e) such other Eligible Employee who has made a deferral election in a
      Deferred Compensation Agreement and has had Other Deferral Contributions
      made to an Other Deferrals Account;".

4.    A new Section 1.43 is added to read as follows:

      "OTHER DEFERRAL CONTRIBUTIONS" shall mean the amount of contributions
      credited on a Participant's behalf under Section 3.01(i)."

5.    Section 2.01 is amended by deleting the word, "or" at the end of paragraph
      (c), and adding the following before the period at the end of paragraph
      (d):


      "; or (e) the date the Eligible Employee first has Other Deferral
      Contributions credited on such individual's behalf under the Plan pursuant
      to Section 3.01(i)."

6.    Section 3.01 is amended by changing the words "paragraphs (a), (b), (c),
      (d), (e) and (f) below" in the first sentence to read "paragraphs (a),
      (b), (c), (d), (e), (f) and (i) below" and by inserting a new paragraph
      (i) after paragraph (h) to read as follows:

      "(i) OTHER DEFERRAL CONTRIBUTIONS

      The amount of Other Deferral Contributions for a Plan Year shall be equal
      to the amount of Other Deferral Contributions that are contributed by the
      Company to an Other Deferrals Account established by the Plan
      Administrator on behalf of a Participant pursuant to a Deferred
      Compensation Agreement."

7.    Paragraph (a) of Section 3.03 is hereby amended to read as follows:

      "(a) A Participant shall at all times be fully vested in the Participant's
      Basic Salary Deferral Account, Supplemental Salary Deferral Account,
      Mandatory Bonus Deferral Account, Optional Bonus Deferral Account
      (including amounts transferred from the Executive Incentive Plan) and
      Other Deferrals Account."

8.    Paragraph (a)(i) of Section 4.01 is hereby amended by adding at the end
      thereof immediately preceding the semi-colon the following:

      ", and in accordance with the Participant's election in the applicable
      Deferred Compensation Agreement, with respect to payment of a
      Participant's Other Deferrals Account attributable to Other Deferral
      Contributions made on the Participant's behalf and earnings thereon".

9.    Paragraph (b) of Section 4.01 is hereby amended to read as follows in its
      entirety:

      "(b)(i) Notwithstanding the provisions of paragraph (a) above, a
      Participant who has not terminated employment with the Company and
      Affiliated Companies may make an irrevocable election at any time to
      accelerate payment of all of his or her Supplemental Salary Deferral
      Account, Mandatory Bonus Deferral Account, Optional Bonus Deferral Account
      and Other Deferrals Account to a date prior to the date such Accounts
      would otherwise have been payable pursuant to paragraph (a) above or
      paragraph (b)(iii) below. Such payment shall be made in a single lump sum,
      as soon as administratively practicable after such election, and shall
      equal the entire value of his or her Supplemental Salary Deferral Account,


                                       2


      Mandatory Bonus Deferral Account, Optional Bonus Deferral Account and
      Other Deferrals Account as of the date of such distribution, reduced by
      the prime rate as published in the Wall Street Journal as of the date of
      distribution plus 100 basis points.

      (ii) Except as provided in Section 4.02(c) or Section 4.03, payment of a
      Participant's Basic Salary Deferral Account and Company Contributions
      Account shall not be made before the Participant's termination of
      employment.

      (iii) Notwithstanding the provisions of paragraph (a) above, a Participant
      who has not terminated employment with the Company and Affiliated
      Companies may make a new election to defer payment of his or her
      Supplemental Salary Deferral Account, Mandatory Bonus Deferral Account,
      Optional Bonus Deferral Account or Other Deferrals Account to a date later
      than the date any such Account would otherwise have been payable pursuant
      to an existing election; provided, that for any such new election to be
      effective, a full calendar year must pass between the calendar year in
      which the new election is made and the calendar year in which the payment
      under the election being changed was to have been made."

10.   Effective January 1, 2001, Paragraph (c) of Section 4.01 is hereby amended
      to read as follows in its entirety:

      "(c) Except as provided in Section 4.02(c) or Section 4.03, payment of a
      Participant's Accounts payable on account of the Participant's termination
      of employment with the Company and Affiliated Companies shall commence as
      follows:

            (i)   if payment of a Participant's Accounts is to be made in the
                  form of a lump sum, such payment shall be made as soon as
                  administratively practicable after the Participant's
                  termination of employment with the Company and Affiliated
                  Companies or after the first day of the month not later than
                  the tenth calendar year following the Participant's
                  termination of employment specified by the Participant in a
                  form designated by the Plan Administrator for such purpose; or

            (ii)  if payment of a Participant's Accounts is to be made in the
                  form of installments pursuant to the Participant's election in
                  accordance with Section 4.02(b), such payments shall commence
                  as soon as administratively practicable after the January 1
                  not later than the tenth January 1 following the Participant's
                  termination of employment with the Company and Affiliated
                  Companies specified by the Participant in a form designated
                  for such purpose by the Plan Administrator."


                                       3


11.   Effective January 1, 2001, Section 4.02(b)(iii) is amended to read as
      follows in its entirety:

     "(iii) If a Participant's total Accounts balance exceeds $25,000, a
            Participant may elect that payment of the Participant's Accounts
            payable on account of such Participant's termination of employment
            with the Company or an Affiliated Company, including Executive
            Incentive Plan transfers, be made in the form of annual cash
            installments for a period of years, not to exceed fifteen, in lieu
            of a single lump sum. A Participant may revoke such election, or may
            designate a different installment period, not to exceed fifteen
            years, by duly completing, executing and filing such election,
            revocation, or change of installment period with the Plan
            Administrator. Such election, or the revocation of such election, or
            the designation of a different installment period, shall be made by
            the Participant on a form designated by the Plan Administrator for
            such purpose; provided, however, for any such election, revocation
            or change of installment period to be effective, a full calendar
            year must pass between the calendar year during which the
            Participant duly makes such election, revocation or change of period
            and the calendar year in which the payment under the election being
            changed was to have been made. If a full calendar year does not pass
            between the calendar year in which the Participant makes the new
            election and the calendar year in which the payment under the
            initial election was to have been made because of the Participant's
            termination of employment as a result of a transaction initiated by
            the Company, such as a sale of corporate assets, the Participant's
            new election shall nevertheless be given effect.

      (iv)  During an installment payment period, the Participant's Accounts
            shall continue to be credited with earnings, gains and losses as
            provided in Section 3.02. The first installment shall be made as
            soon as administratively practicable following the January 1
            coincident with or next following the Participant's termination of
            employment with the Company or an Affiliated Company. Subsequent
            installments, if any, shall be paid as soon as practicable following
            the beginning of the following calendar year and each subsequent
            year of the installment period. The amount of each installment shall
            equal the sum of the balance in the Participant's Accounts as of the
            Valuation Date coincident with or immediately preceding the date of
            such installment's distribution divided by the number of remaining
            installments (including the installment being determined)."

12.   Paragraph (b) of Section 6.03 is hereby amended by inserting the words,
      "Other Deferral Contributions," after the words, "Optional Bonus Deferral
      Contributions,".


                                       4


13.   A new Section 6.11 is added to read as follows:

      "ADOPTION BY AFFILIATED COMPANIES

      (a)   Any Affiliated Company may adopt this Plan with the consent of the
            Company. Upon the effective date of the Plan with respect to an
            Affiliated Company that adopts the Plan, such adopting Affiliated
            Company delegates all fiduciary and administrative responsibilities
            (including the appointment and removal of fiduciaries) under the
            Plan to the Company, the Chief Executive Officer of the Company and
            the Plan Administrator of the Plan.

      (b)   Any Affiliated Company that has adopted the Plan may withdraw its
            adoption of the Plan at any time without affecting other
            Participants in the Plan by delivering to the Plan Administrator a
            certified copy of resolutions of the board of directors of the
            Affiliated Company to that effect. The Company may, in its absolute
            discretion, terminate the participation in the Plan of any
            Affiliated Company at any time such Affiliated Company fails to
            discharge its obligations under the Plan.

      (c)   Any grantor trust established pursuant to Section 6.01(b) of the
            Plan may provide that separate sub-trusts shall be created to fund
            the benefits of the Participants of each Affiliated Company that has
            adopted the Plan, that assets held in a sub-trust with respect to
            the obligations of an Affiliated Company shall be available only to
            satisfy the liabilities of such Affiliated Company under the Plan
            and that any assets held in a sub-trust with respect to the
            obligations of an Affiliated Company under the Plan will be subject
            to the claims of only that Affiliated Company's general creditors
            under federal and state law in the event of such Affiliated
            Company's insolvency."

      IN WITNESS WHEREOF, Consolidated Edison Company of New York, Inc. has
caused this instrument to be executed by its duly authorized officer this 27th
day of December, 2000.


                                          By    /s/ Richard P. Cowie
                                                --------------------
                                                Richard P. Cowie
                                                Vice President-Human
                                                Resources and Plan
                                                Administrator


                                       5

                                                                    Exhibit 12.1

                            CONSOLIDATED EDISON, INC.

                       RATIO OF EARNINGS TO FIXED CHARGES
                               TWELVE MONTHS ENDED
                             (Thousands of Dollars)



                                                             MARCH       DECEMBER
                                                              2001         2000
                                                           ----------   ----------
                                                                  
EARNINGS
      Net Income for Common Stock                          $  573,815   $  582,835
      Preferred Dividends                                      13,593       13,593
      Income Tax                                              315,899      307,168
                                                           ----------   ----------

              Total Earnings Before Federal Income Tax        903,307      903,596

FIXED CHARGES*                                                445,542      431,217
                                                           ----------   ----------
              Total Earnings Before Federal Income Tax
                 and Fixed Charges                         $1,348,849   $1,334,813
                                                           ==========   ==========


      * Fixed Charges

      Interest on Long-Term Debt                           $  367,415   $  351,410
      Amortization of Debt Discount, Premium and Expense       12,474       12,584
      Interest on Component of Rentals                         17,609       17,697
      Other Interest                                           48,044       49,526
                                                           ----------   ----------

              Total Fixed Charges                          $  445,542   $  431,217
                                                           ==========   ==========


      Ratio of Earnings to Fixed Charges                         3.03         3.10

                                                                    Exhibit 12.2

                  CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.

                       RATIO OF EARNINGS TO FIXED CHARGES
                               TWELVE MONTHS ENDED
                             (Thousands of Dollars)



                                                              MARCH       DECEMBER
                                                               2001         2000
                                                            ----------   ----------
                                                                   
EARNINGS
       Net Income                                           $  577,253   $  583,715
       Income Tax                                              298,179      289,926
                                                            ----------   ----------

                Total Earnings Before Income Tax               875,432      873,641

FIXED CHARGES*                                                 401,609      392,347
                                                            ----------   ----------
                Total Earnings Before Income Tax
                   and Fixed Charges                        $1,277,041   $1,265,988
                                                            ==========   ==========


       * Fixed Charges

       Interest on Long-Term Debt                           $  331,879   $  318,842
       Amortization of Debt Discount, Premium and Expense       12,474       12,584
       Interest on Component of Rentals                         17,609       17,697
       Other Interest                                           39,648       43,224
                                                            ----------   ----------

                Total Fixed Charges                         $  401,609   $  392,347
                                                            ==========   ==========


       Ratio of Earnings to Fixed Charges                         3.18         3.23

                                                                    Exhibit 12.3

                       ORANGE AND ROCKLAND UTILITIES, INC.

                       RATIO OF EARNINGS TO FIXED CHARGES
                               TWELVE MONTHS ENDED
                             (Thousands of Dollars)



                                                                          MARCH
                                                                          2001
                                                                         -------
                                                                      
EARNINGS
      Net Income                                                         $41,534
      Federal Income & State Tax                                          27,632

      Total Earnings Before Federal and State Income Tax                  69,166

FIXED CHARGES*                                                            26,750
                                                                         -------
              Total Earnings Before Federal and State
                 Income Tax and Fixed Charges                            $95,916
                                                                         =======


      * Fixed Charges

      Interest on Long-Term Debt                                         $21,863
      Interest Component on lease Payment                                  1,286
      Other Interest                                                       3,601
                                                                         -------

              Total Fixed Charges                                        $26,750
                                                                         =======


      Ratio of Earnings to Fixed Charges                                    3.59