SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


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


                                    Form 8-K

                                 Current Report

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


                          Date of Report: June 22, 1998


                   CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                 (Exact name of registrant as specified in charter)



                   New York        1-1217       13-5009340
                  (State of      Commission    (I.R.S. Employer
                 Incorporation) File Number) Identification No.)



                       4 Irving Place, New York, NY 10003
                    (Address of principal executive offices)


                   Registrant's telephone number: (212) 460-4600












                                       - 2 -

                    INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 5.  OTHER EVENTS


      On June 22, 1998, the Company entered into an underwriting  agreement with
Salomon Brothers Inc for the sale of $100 million aggregate  principal amount of
the Company's 6.15% Debentures,  Series 1998 C (the "1998 C Debentures").
The 1998 C Debentures were registered  under the Securities Act of 1933 pursuant
to a  Registration  Statement  on Form S-3 (No.  333-45745,  declared  effective
February  11,  1998)  relating to $540  million  aggregate  principal  amount of
unsecured debt securities of the Company,  of which $40 million has been carried
over from  Registration  Statement  No.  333-39603.  Copies of the  underwriting
agreement and the definitive form of the 1998 C Debentures are filed as exhibits
to this report.

      It is expected  that the net  proceeds to be received by the Company  from
the sale of the 1998 C Debentures,  along with other funds of the Company,  will
be applied  to redeem  the  $100,000,000  aggregate  principal  amount of 7 3/8%
Electric  Facilities  Revenue  Bonds,  Series 1989 B (due July 1, 2024) that the
Company issued through New York State Energy Research and Development Authority.



ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits

      See  Index to Exhibits.






                                       - 3 -


                                    SIGNATURE





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

                                    CONSOLIDATED EDISON COMPANY
                                OF NEW YORK, INC.



                                    By   Robert P. Stelben
                                           Vice President and Treasurer



DATE:  June 22, 1998







                                       - 4 -


                                Index to Exhibits

                                                      Sequential Page
                                                      Number at which
Exhibit                 Description                   Exhibit Begins

   1              Underwriting Agreement relating
                  to 1998 C Debentures.

   4              Form of Series 1998 C Debenture.











                                                  Series 1998 C Debentures



                             UNDERWRITING AGREEMENT




                                                             June 22, 1998

To the Representative Named
on the Signature Page Hereof:

Dear Sirs:

      Subject to the terms and conditions  stated or  incorporated  by reference
herein,  Consolidated  Edison Company of New York, Inc. (the  "Company")  hereby
agrees  to  sell  to  the   Underwriters   named  in   Schedule  I  hereto  (the
"Underwriters") and the Underwriters hereby agree to purchase, severally and not
jointly,  the  principal  amount set forth  opposite  their  names in Schedule I
hereto of the  securities  specified  in  Schedule  II hereto  (the  "Designated
Securities").

      The   representative   named   on   the   signature   page   hereof   (the
"Representative")   represents  that  the   Underwriters   have  authorized  the
Representative to enter into this Underwriting Agreement and to act hereunder on
their behalf.

      Except as otherwise  provided in Schedule II hereto each of the provisions
of the Company's Underwriting Agreement Basic Provisions,  dated April 16, 1992,
as filed as Exhibit 1(b) to  Registration  Statement  No.  33-47261  (the "Basic
Provisions"),  is incorporated herein by reference in its entirety, and shall be
deemed to be a part of this  Agreement to the same extent as if such  provisions
had been set  forth in full  herein.  Unless  otherwise  defined  herein,  terms
defined in the Basic Provisions are used herein as therein defined.

      Payment  for the  Designated  Securities  will be  made  against  delivery
thereof to the Representative for the accounts of the respective Underwriters at
the time and place and at the purchase  price to the  Underwriters  set forth in
Schedule II hereto.








                                       - 2 -


      If the foregoing is in accordance with your understanding, please sign and
return to us counterparts  hereof,  and upon acceptance hereof by you, on behalf
of each of the Underwriters,  this letter and such acceptance hereof,  including
the Basic  Provisions  incorporated  herein by  reference,  shall  constitute  a
binding agreement between each of the Underwriters and the Company.

                                Very truly yours,

                                    CONSOLIDATED EDISON COMPANY
                                OF NEW YORK, INC.


                                    By:   Robert P. Stelben
                                          Vice President and Treasurer


Confirmed  and Accepted as of the date hereof on behalf of itself and each other
Underwriter, if any:


SALOMON BROTHERS INC

By:   Howard Hiller
      Vice President







                                   SCHEDULE I


                                          Principal Amount of
                                          Designated Securities
      Underwriter                         to be Purchased


SALOMON BROTHERS INC                      $100,000,000

            Total                         $100,000,000









                                   SCHEDULE II


Title of Designated Securities:

      6.15% Debentures, Series 1998 C


Aggregate principal amount:

      $100,000,000.


Price to Public:

      Initially  99.814% of the principal  amount of the Designated  Securities,
      plus accrued interest, if any, from June 25, 1998 to the date of delivery,
      thereafter  at  market  prices  prevailing  at  the  time  of  sale  or at
      negotiated prices.


Purchase Price by Underwriters:


      99.431% of the principal amount of the Designated Securities, plus accrued
      interest, if any, from June 25, 1998 to the date of delivery.


Specified funds for, and manner of, payment of purchase price:

      Funds will be delivered by wire transfer to:
            Marine Midland Bank
            ABANo. 021-00108-8
            Cr A/C No. 002-60016-1
            Ref: NYSERDA/Con Edison
            Attn: M. Caner

Indenture:

      Indenture, dated as of December 1, 1990, between the Company and The Chase
      Manhattan  Bank,  as  Trustee,  as amended and  supplemented  by the First
      Supplemental Indenture, dated as of March 6, 1996, between the Company and
      The Chase Manhattan Bank, as Trustee.






                                       - 2 -

Maturity:

      July 1, 2008.


Interest Rate:

      As set forth in the  prospectus  supplement,  dated June 22, 1998, for the
      Designated  Securities  (the  "Prospectus  Supplement") to the prospectus,
      dated February 11, 1998 (the "Prospectus"),  filed with the Securities and
      Exchange  Commission  (the  "SEC")  pursuant to Rule  424(b)(2)  under the
      Securities  Act of 1933,  as amended,  in  connection  with the  Company's
      Registration  Statement on Form S-3 (No. 333-45745,  declared effective by
      the SEC on February 11, 1998).


Interest Payment Dates:

      As set forth in the Prospectus Supplement.


Redemption Provisions:

      None.


Sinking Fund Provisions:

      None.


Time of Delivery:

      10:00 a.m., on June 25, 1998.


Closing Location:

      Room 1810-S at the Company, 4 Irving Place, New York, NY 10003.






                                       - 3 -

Information  furnished  by or on  behalf  of  the  Underwriters  for  use in the
Prospectus for the Designated Securities:

      1. The paragraph regarding stabilization on page 2 of the Prospectus.

      2. The final paragraph of the front cover of the Prospectus Supplement

      3.    The second paragraph and the second and third sentences of the third
            paragraph of the section entitled  "Underwriting" on page S-4 of the
            Prospectus Supplement.


Address of Representative:

Salomon Brothers Inc
Seven World Trade Center
New York, New York  10048

Captions in the  Prospectus  and  Prospectus  Supplement  referred to in Section
6(c)(xi) of the Basic Provisions:

      Description of Securities
      Description of Debentures


Modifications of Basic Provisions:

      1.    Delete  Section  3 of  the  Basic  Provisions  in its  entirety  and
            substitute the following:

            "One  or  more  Global  Securities  (as  defined  in  the  Indenture
            specified  in  the   Underwriting   Agreement)  for  the  Designated
            Securities  in the  aggregate  principal  amount  of the  Designated
            Securities  shall  be  registered  in the  name  of  Cede & Co.  and
            delivered  to The  Depository  Trust  Company with  instructions  to
            credit the Designated  Securities to the account of, or as otherwise
            instructed   by,   the   Representative   against   payment  by  the
            Representative  of the purchase  price  therefor in the amount,  the
            funds and manner  specified in the  Underwriting  Agreement,  at the
            place,  time and date specified in the Underwriting  Agreement or at
            such  other  place,  time  and  date as the  Representative  and the
            Company  may  agree in  writing,  said  time and date  being  herein
            referred  to  as  the  "Time  of  Delivery"   for  said   Designated
            Securities.

      2.    Delete Section  6(c)(ii) of the Basic Provisions in its entirety and
            substitute the following:

            "(ii)The Company has authorized equity capitalization as set forth,
            or incorporated by reference, in the Prospectus;"






                                          - 4 -

      3.    In Sections 1(g) and 6(c)(iii) of the Basic Provisions,  insert "law
            or" immediately before the phrase "principles of public policy."

      4.    In Section 6(f) of the Basic Provisions, substitute "Fitch Investor
            Services" for "Duff and Phelps Inc."

      5.    In Section 7(a) of the Basic  Provisions,  insert  "promptly as such
            expenses are incurred"  immediately  before the phrase ";  provided,
            however,".

      6.    In  Section  7(d) of the  Basic  Provisions,  add at the  end:  "The
            foregoing  provisions  regarding  contribution shall apply except as
            otherwise required by applicable law."

      7.    Add as new Section 1(n) of the Basic  Provisions:  "The Company does
            not have sufficient  information to make a  determination  that, for
            the twelve months ended June 22, 1998,  there was any  decrease,  as
            compared with the corresponding  prior period, in operating revenues
            less fuel, purchased power and gas purchased for resale."

      8.    Delete clause (iii)(D) of Annex I of the Basic Provisions.

      9.    The word  "Prospectus" in Annex I of the Basic  Provisions may be
            changed to the words  "Registration  Statement",  defined to include
            the documents incorporated by reference therein.

      10.  Clause  (iii)A  of Annex I of the  Basic  Provisions  is  revised  as
           follows:

                  "(A)  the  unaudited  financial  statements   incorporated  by
            reference in the Registration  Statement,  or from which information
            set forth in the Registration  Statement was taken, do not comply as
            to form in all  material  respects  with the  applicable  accounting
            requirements  of the  Exchange  Act  and  the  published  rules  and
            regulations thereunder, or any material modifications should be made
            to the unaudited  financial  statements for them to be in conformity
            with generally accepted accounting principles,"

      11.   Add as new Section 6(c)(xii) of the Basic Provisions:  "Consolidated
            Edison,  Inc. is exempt from the  provisions  of the Public  Utility
            Holding Company Act of 1935 except Section 9(a)(2) thereof."

      12.   In Section 1(c) of the Basic Provisions,  add ", and the Prospectus,
            as it may be amended or  supplemented  pursuant to Section 4 hereof,
            as of the Time of Delivery will not," immediately  before the phrase
            "contain an untrue statement of a material fact".

Other:

      None.







Unless this  certificate  is presented by an  authorized  representative  of The
Depository Trust Company, a New York corporation  ("DTC"), to the Company or its
agent for registration of transfer,  exchange,  or payment,  and any certificate
issued  is  registered  in the name of Cede & Co.  or in such  other  name as is
requested  by an  authorized  representative  of DTC (and any payment is made to
Cede  &  Co.  or  to  such  other  entity  as  is  requested  by  an  authorized
representative  of DTC), ANY TRANSFER,  PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE  BY OR TO ANY PERSON IS  WRONGFUL  inasmuch  as the  registered  owner
hereof, Cede & Co., has an interest herein.

      REGISTERED                                            REGISTERED

                   Consolidated Edison Company of New York, Inc.
                         6.15% DEBENTURES, SERIES 1998 C

      INTEREST RATE           MATURITY DATE           CUSIP
      6.15% per annum         July 1, 2008            209111 ______


REGISTERED HOLDER: Cede & Co.

PRINCIPAL SUM: ONE HUNDRED MILLION DOLLARS ($100,000,000)

CONSOLIDATED   EDISON  COMPANY  OF  NEW  YORK,  INC.,  a  New  York  corporation
(hereinafter called the "Company", which term includes any successor corporation
under  the  Indenture  hereinafter  referred  to),  for value  received,  hereby
promises to pay to the registered holder named above or registered  assigns,  on
the  maturity  date stated  above,  the  principal  sum stated  above and to pay
interest  thereon from June 25, 1998, or from the most recent  interest  payment
date to which  interest  has been duly paid or provided  for, on January 1, 1999
and  thereafter  semi-annually  on  January  1 and July 1 in each  year,  at the
interest  rate stated above,  until the date on which payment of such  principal
sum has been made or duly  provided for. The interest so payable on any interest
payment  date  will be paid to the  person  in  whose  name  this  Debenture  is
registered at the close of business on the fifteenth day of the month  preceding
the interest payment date, except as otherwise provided in the Indenture.

      The  principal  of this  Debenture,  when  due and  payable,  shall,  upon
presentation  and  surrender  hereof,  be paid at the  principal  office  of the
Company. The interest on this Debenture,  when due and payable, shall be paid at
the principal office of the Company,  or at the option of the Company,  by check
mailed to the address of the registered  holder hereof or registered  assigns as
such address shall appear in the Security  Register.  All such payments shall be
made in such coin or currency of the United  States of America as at the time of
payment is legal tender for payment of public and private debts.






                                          - 2 -

      This Debenture is one of a duly authorized series of an issue of unsecured
debt securities of the Company designated as its 6.15% Debentures, Series 1998 C
(hereinafter  called  " the  Debentures"),  issued  and to be  issued  under  an
Indenture  dated as of  December  1,  1990  between  the  Company  and The Chase
Manhattan Bank, Trustee  (hereinafter called the "Trustee",  which term includes
any successor  trustee under the Indenture),  as amended and supplemented by the
First Supplemental Indenture, dated as of March 6, 1996, between the Company and
the  Trustee  (hereinafter  called the  "Indenture").  Reference  is made to the
Indenture and any supplemental  indenture  thereto for the provisions  relating,
among other things, to the respective rights of the Company, the Trustee and the
holders of the Debentures, and the terms on which the Debentures are, and are to
be, authenticated and delivered.

      If an Event of Default (as defined in the  Indenture)  shall have occurred
and be continuing,  with respect to the Debentures,  the principal hereof may be
declared,  and upon such  declaration  shall  become,  due and  payable,  in the
manner,  with  such  effect  and  subject  to  the  conditions  provided  in the
Indenture.  Any such  declaration  may be  rescinded by holders of a majority in
principal  amount of the  outstanding  Debentures  if all Events of Default with
respect to the  Debentures  (other  than the non-  payment of  principal  of the
Debentures  which  shall have  become due by such  declaration)  shall have been
remedied.

      The Indenture contains provisions  permitting the Company and the Trustee,
with the  consent  of the  holders  of not less  than a  majority  in  aggregate
principal amount of the Debentures at the time outstanding,  evidenced as in the
Indenture provided, to execute supplemental  indentures adding any provisions to
the Indenture or to any  supplemental  indenture with respect to the Debentures,
or  modifying  in any  manner  the  rights  of the  holders  of the  Debentures;
provided,  however,  that no such  supplemental  indenture  shall (i) extend the
maturity of any Debenture, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest  thereon,  or make the  principal
thereof, or interest thereon, payable in any coin or currency other than that in
the Debentures provided,  without the consent of the holder of each Debenture so
affected,  or (ii) reduce the  aforesaid  principal  amount of  Debentures,  the
holders of which are  required  to consent  to any such  supplemental  indenture
without the consent of the holders of all Debentures then outstanding.







                                        -3-

      The  Debentures  are  issuable  as  registered  Debentures  only,  in  the
denomination  of $1,000 and any  integral  multiples  of $1,000  approved by the
Company, such approval to be evidenced by the execution thereof.

      This Debenture is transferable  by the registered  holder hereof in person
or by his attorney duly authorized in writing on the books of the Company at the
office or agency to be maintained  by the Company for that purpose,  but only in
the  manner,  subject  to  the  limitations  and  upon  payment  of  any  tax or
governmental charge for which the Company may require  reimbursement as provided
in the Indenture,  and upon surrender and  cancellation of this Debenture.  Upon
any  registration  of transfer,  a new registered  Debenture or  Debentures,  of
authorized  denomination or denominations,  and in the same aggregate  principal
amount, will be issued to the transferee in exchange therefor.

      The Company,  the Trustee, any paying agent and any Security registrar may
deem and treat  the  registered  holder  hereof  as the  absolute  owner of this
Debenture  (whether or not this Debenture  shall be overdue and  notwithstanding
any notations of ownership or other writing hereon made by anyone other than the
Security registrar) for the purpose of receiving payment of or on account of the
principal  hereof and interest  due hereon as herein  provided and for all other
purposes,  and neither the Company nor the Trustee nor any paying  agent nor any
Security registrar shall be affected by any notice to the contrary.

      No recourse  shall be had for the payment of the  principal of or interest
on this  Debenture,  or for any claim  based  hereon,  or  otherwise  in respect
hereof, or based on or in respect of the Indenture or any indenture supplemental
thereto,  against  any  incorporator  or  against  any past,  present  or future
stockholder,  officer  or  member  of the  Board of  Trustees,  as such,  of the
Company,  whether by virtue of any  constitution,  statute or rule of law, or by
the  enforcement of any  assessment or penalty or otherwise,  all such liability
being, by the acceptance  hereof and as part of the  consideration for the issue
hereof, expressly waived and released.

      This Debenture shall be deemed to be a contract made under the laws of the
State of New York,  and for all purposes  shall be construed in accordance  with
the laws of the State of New York.






                                        -4-


      This Debenture shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose until the  certificate of  authentication
on the face hereof is manually signed by the Trustee.

      IN WITNESS WHEREOF,  the Company has caused this Debenture to be signed by
the manual or facsimile  signatures of a Vice President and the Treasurer of the
Company,  and a  facsimile  of its  corporate  seal to be affixed or  reproduced
hereon.


            CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.

By

                                    Vice President and Treasurer

By

                                    Executive Vice President and Chief Financial
                                      Officer

SEAL


TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series  designated  herein issued under the
Indenture described herein.

                                    THE CHASE MANHATTAN BANK,
                                     as Trustee



By

                                    Authorized Officer