PROSPECTUS SUPPLEMENT
(To Prospectus Dated February 11, 1998)

                                    $75,000,000
                         Consolidated Edison Company of
                                 New York, Inc.
                    6.90% Debentures, Series 1998 D Due 2028
                     Interest payable April 1 and October 1
                                 ----------------

      The  Debentures  are  unsecured  debt  securities of  Consolidated  Edison
Company of New York,  Inc.  ("Con Edison") which will mature on October 1, 2028.
Interest  on  the  Debentures  is  payable  on  April  1,  1999  and  thereafter
semi-annually  on April 1 and  October 1 in each  year.  The  Debentures  may be
redeemed by Con Edison, as a whole at any time, or in part from time to time, on
or after  October 1, 2008 at an  initial  redemption  price of  103.311% of the
principal amount,  and thereafter at prices declining annually to par on October
1, 2018. See "Description of Debentures."

      The Debentures will be issued in fully-registered  form and will initially
be represented by one or more Global Securities registered in the name of Cede &
Co., as nominee for The Depository Trust Company ("DTC") which has agreed to act
as  securities   depository  for  the  Debentures.   Except  under  the  limited
circumstances described herein, beneficial interests in Debentures will be shown
only on records  maintained  by,  transfers of Debentures  will be effected only
through,  and  payments of  principal  of and  premium,  if any, and interest on
Debentures will be made only through, DTC or a successor depository appointed by
Con Edison,  and  participants  therein.  See "Description of Debentures - Book-
Entry System."  Settlement for the Debentures  will be in immediately  available
funds.

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


           THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
             SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
                   PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
                    PROSPECTUS SUPPLEMENT OR THE PROSPECTUS.
            ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
                                 ----------------

                      Price 99.722% and Accrued Interest, if any
                                 ----------------

                            Initial Public       Underwriting   Proceeds to Con
                          Offering Price (1)     Discount (2)    Edison (1)(3)
                          ------------------     ------------    -------------
Per Debenture......              99.722%             .875%          98.847%
Total..............           $74,791,000         $656,250       $74,135,250
- ------------
(1)Plus  accrued  interest,  if any,  from  September  29, 1998 to the date of
   delivery.
(2)Con Edison has agreed to indemnify the several  Underwriters  against certain
   liabilities,  including  liabilities  under the  Securities  Act of 1933,  as
   amended.
(3)Before   deduction   of  expenses   payable  by  Con  Edison   estimated   at
   approximately $150,000.
                                 ----------------

    The Debentures are offered by the Underwriters, subject to prior sale, when,
as and if issued by Con Edison and accepted by the Underwriters and subject
to approval of certain legal matters by Dewey Ballantine LLP, counsel for the
Underwriters. It is expected that delivery of the Debentures will be made on or
about September 29, 1998 through the book entry facilities of DTC, against 
payment therefore in immediately available funds.
                                 ----------------

Morgan Stanley Dean Witter
            Doley Securities, Inc.
                  Utendahl Capital Partners, L.P.
                        The Williams Capital Grou, L.P.

September 24, 1998





      No dealer, salesperson or other individual has been authorized to give any
information  or to make  any  representations  other  than  those  contained  or
incorporated  by reference in this  Prospectus  Supplement or the  Prospectus in
connection with the offer made by this Prospectus  Supplement and the Prospectus
and, if given or made, such  information or  representations  must not be relied
upon as having been  authorized by Con Edison or the  Underwriters.  Neither the
delivery of this  Prospectus  Supplement  and the  Prospectus  nor any sale made
hereunder and thereunder shall under any circumstance create an implication that
there has been no change in the  affairs  of Con Edison  since the date  hereof.
This  Prospectus  Supplement  and the  Prospectus do not  constitute an offer or
solicitation  by anyone in any state in which such offer or  solicitation is not
authorized  or in which the  person  making  such offer or  solicitation  is not
qualified  to do so or to anyone to whom it is  unlawful  to make such  offer or
solicitation.


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


                                TABLE OF CONTENTS
                              Prospectus Supplement


                                    Page
Use of Proceeds..................S-3
Ratio of Earnings to Fixed Charges S-3
Year 2000 Issues and ConsequencesS-3
Description of Debentures........S-5
Underwriting.....................S-7
Legal Matters ...................S-7

                                   Prospectus

Available Information..............2
Incorporation of Certain Documents by
    Reference .....................2
Con Edison.........................3
Recent Developments................3
Use of Proceeds....................3
Ratio of Earnings to  Fixed Charges4
Description of Securities..........4
Plan of Distribution..............11
Legal Matters.....................12
Experts...........................12












                                 USE OF PROCEEDS

      It is expected that approximately $70.2 million of the net proceeds to be
received by Con Edison from the sale of the Debentures will be applied to redeem
all of its outstanding  Cumulative Preferred Stock,  5-3/4%,  Series A ($100 par
value) at a  redemption  price of $102 per share;  Cumulative  Preferred  Stock,
5-1/4%,  Series B ($100 par value) at a redemption  price of $102 per share; and
Cumulative  Preferred  Stock,  7.20%,  Series I ($100 par value) at a redemption
price of $102.88  per share.  The balance of the net  proceeds  will be used for
general corporate purposes.

                       RATIO OF EARNINGS TO FIXED CHARGES

      The  following  table sets forth Con  Edison's  ratio of earnings to fixed
charges for the periods indicated:

             Twelve Months Ended               Year Ended December 31,
              June  30, 1998             1997    1996    1995   1994    1993

                     4.20                4.09    4.18    4.20    4.58   4.19

      The ratio of earnings to fixed  charges has been  computed  based upon net
income plus Federal  income tax,  Federal  income tax deferred,  investment  tax
credits deferred and fixed charges.  Fixed charges include interest on long-term
debt and other  interest  expense,  amortization  of debt expense,  discount and
premium, and the interest component of rentals.

                        YEAR 2000 ISSUES AND CONSEQUENCES

      The "Year 2000 problem" arose because many existing  computer programs use
only the last two  digits to refer to a year.  These  computer  programs  do not
properly recognize a year that begins with "20" instead of the familiar "19." If
not  corrected,  many  computer  applications  could  fail or  create  erroneous
results.  The extent of the potential impact of the Year 2000 problem is not yet
known and, if not timely corrected, it could affect the global economy.

      In 1995 Con Edison  began a program to address  its Year 2000  issues.  An
inventory   and   assessment   of  Con   Edison's   company-developed   systems,
vender-developed  systems,   technology  infrastructure  and  telecommunications
infrastructure has been completed.  Con Edison expects that necessary changes to
company-developed  systems that are critical to providing  energy service to its
customers  and an inventory  and  assessment  of the embedded  technology in its
equipment,  machinery and operating  systems will be completed by year-end 1998.
Con Edison plans that any necessary changes to its other systems, infrastructure
and embedded  technologies will be completed by June 1999. Con Edison intends to
continue to test its Year 2000 readiness  throughout  1999. Con Edison estimates
that the cost of its Year 2000 program  will be  approximately  $27 million,  of
which approximately $20 million has been incurred. The cost is being funded from
internally-generated funds and expensed as incurred.

      Con Edison is  contacting  entities,  such as energy,  service or material
suppliers,  that are critical to providing  energy  service to its  customers to
determine the Year 2000  readiness of these  entities.  Con Edison has also sent
inquiries  regarding Year 2000 readiness to 4,500 suppliers.  No third party has
indicated  to Con  Edison  that it has a Year  2000  problem  that  will  have a
material adverse effect on Con Edison's business.

      Con Edison  expects  that its program will be adequate to address its Year
2000 issues,  but  nevertheless  intends to develop a contingency  plan in early
1999.  There can, of course,  be no assurance as to whether the contingency plan
will successfully  address any  contingencies  that arise. In the event that Con
Edison is  unsuccessful  in  addressing  its Year 2000 issues,  there could be a
material  adverse  effect  on  Con  Edison's  financial  condition,  results  of
operations and liquidity.

                                       S-3



      This Year 2000 discussion includes forward-looking  statements,  which are
statements of future expectation and not fact. Words such as "expects," "plans,"
"intends,"   "estimates"  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 unforeseen
Year 2000 issues affecting Con Edison's systems, any inaccuracy in the inventory
and assessment of Con Edison's systems, infrastructure or embedded technologies,
the failure of Con Edison's  consultants  and venders to  successfully  complete
necessary  changes  to  Con  Edison's  systems,   infrastructure   and  embedded
technologies, the failure of other entities to address their Year 2000 problems,
the  interrelationship  of Con Edison's systems with those of other entities and
other presently unknown or unforeseen factors.

                                       S-4






                            DESCRIPTION OF DEBENTURES

General

      The  Debentures  offered  hereby  will  mature on  October  1,  2028.  See
"Description  of  Securities"  in  the  Prospectus  for  additional  information
concerning the Debentures and the Indenture under which they are to be issued.

Interest

      Con Edison  shall pay  interest  on the  Debentures  at the rate per annum
stated on the first page of this  Prospectus  Supplement.  Such  interest  shall
accrue from September 29, 1998 or from the most recent interest payment date to
which  interest  has been paid and is  payable  on April 1, 1999 and  thereafter
semi-annually  on April 1 and October 1 in each year to holders of record at the
close of business on the  fifteenth  day,  whether or not a business day, of the
calendar month next preceding  such interest  payment date,  except as otherwise
provided in the Indenture.

Redemption

     Con  Edison may redeem the Debentures,  as a whole at any time, or in part
from time to time,  on or after  October 1, 2008,  at the  following  redemption
prices  (expressed as a percentage of the principal  amount of the Debentures to
be  redeemed),  together  with  unpaid  interest  accrued  to the date fixed for
redemption, if redeemed during the twelve-month period beginning on October 1,

                    Redemption                          Redemption
  Year              ____Price__    Year
                                                        __Price____
  2008     .......  103.311%          2016       .......  100.662%
  2009     .......  102.980%          2017       .......  100.331%
  2010     .......  102.649%          2018 and   .......  100.000%
  2011     .......  102.318%           thereafter
  2012     .......  101.987%
  2013     .......  101.656%
  2014     .......  101.324%
  2015     .......  100.993%


Book-Entry System

      This  discussion  of  DTC  and  its  book-entry  system   supplements  the
discussion of depositary  arrangements  in  "Description  of Securities - Global
Securities" in the Prospectus.

     DTC will act as securities  depository for the Debentures.  The Debentures
will  be  issued  in  fully-registered  form in the  name  of Cede & Co.  (DTC's
partnership nominee).  One or more fully-registered  Debenture certificates will
be issued as Global  Securities for the Debentures,  in the aggregate  principal
amount of the Debentures, and will be deposited with DTC.

      DTC is a  limited-purpose  trust  company  organized  under  the New  York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning  of the New  York  Uniform  Commercial  Code,  and a  "clearing  agency"
registered  pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Direct  Participants")
deposit with DTC. DTC also facilitates the settlement among Direct  Participants
of  securities  transactions,  such  as  transfers  and  pledges,  in  deposited
securities  through  electronic   computerized   book-entry  changes  in  Direct
Participants'  accounts,  thereby  eliminating the need for physical movement of
securities  certificates.  Direct  Participants  include  securities brokers and
dealers,  banks,  trust  companies,  clearing  corporations,  and certain  other
organizations.  DTC is owned by a number of its Direct  Participants  and by the
New York Stock  Exchange,  Inc.,  the American  Stock  Exchange,  Inc.,  and the
National  Association of Securities  Dealers,  Inc.  Access to the DTC system is
also  available to others such as  securities  brokers and dealers,  banks,  and
trust companies that clear through or maintain a custodial  relationship  with a
Direct Participant,  either directly or indirectly ("Indirect  Participants" and
together with Direct Participants,  "Participants"). The Rules applicable to DTC
and its Participants are on file with the Securities and Exchange Commission.

                                       S-5







      Purchases  of  Debentures  under the DTC system must be made by or through
Direct  Participants,  which will receive a credit for the  Debentures  on DTC's
records.   The  ownership  interest  of  each  actual  purchaser  of  Debentures
("Beneficial  Owner") is in turn to be  recorded on the  Participants'  records.
Beneficial  Owners  will  not  receive  written  confirmation  from DTC of their
purchase,  but Beneficial  Owners are expected to receive written  confirmations
providing  details of the transaction,  as well as periodic  statements of their
holdings,  from the Participant  through which the Beneficial Owner entered into
the  transaction.  Transfers of ownership  interests in the Debentures are to be
accomplished  by entries made on the books of  Participants  acting on behalf of
Beneficial Owners.  Beneficial Owners will not receive certificates representing
their  ownership  interests in  Debentures,  except in the event that use of the
book-entry system for the Debentures is discontinued.

      To facilitate  subsequent  transfers,  all Debentures  deposited by Direct
Participants with DTC are registered in the name of DTC's  partnership  nominee,
Cede & Co. The deposit of Debentures with DTC and their registration in the name
of Cede & Co. effect no change in beneficial ownership.  DTC has no knowledge of
the actual Beneficial  Owners of the Debentures;  DTC's records reflect only the
identity  of the Direct  Participants  to whose  accounts  such  Debentures  are
credited,  which may or may not be the Beneficial  Owners. The Participants will
remain  responsible  for  keeping  account of their  holdings on behalf of their
customers.

      Conveyance  of  notices  and  other   communications   by  DTC  to  Direct
Participants,   by  Direct  Participants  to  Indirect   Participants,   and  by
Participants to Beneficial  Owners will be governed by arrangements  among them,
subject to any  statutory or  regulatory  requirements  as may be in effect from
time to time.

      Neither  DTC  nor  Cede  & Co.  will  consent  or  vote  with  respect  to
Debentures.  Under its usual procedures,  DTC would mail an Omnibus Proxy to Con
Edison as soon as possible after the record date. The Omnibus Proxy assigns Cede
& Co.'s  consenting  or voting  rights  to those  Direct  Participants  to whose
accounts the Debentures are credited on the record date (identified in a listing
attached to the Omnibus Proxy).

      Principal,  premium,  if any, and interest payments on the Debentures will
be made to DTC. DTC's practice is to credit Direct Participants' accounts on the
payable date in accordance with their respective holdings shown on DTC's records
unless DTC has reason to believe that it will not receive payment on the payable
date. Payments by Participants to Beneficial Owners will be governed by standing
instructions  and customary  practices,  as is the case with securities held for
the  accounts of customers in bearer form or  registered  in "street  name," and
will be the  responsibility  of such  Participant  and not of DTC or Con Edison,
subject to any  statutory or  regulatory  requirements  as may be in effect from
time to time. Payment of principal,  premium, if any, and interest to DTC is the
responsibility   of  Con  Edison,   disbursement  of  such  payments  to  Direct
Participants  shall be the  responsibility  of DTC,  and  disbursements  of such
payments to the Beneficial Owners shall be the responsibility of Participants.

      DTC may discontinue  providing its services as securities  depository with
respect to the Debentures at any time by giving reasonable notice to Con Edison.
Under such circumstances, in the event that a successor securities depository is
not obtained,  Debenture  certificates are required to be printed and delivered.
Con Edison may decide to discontinue  use of the system of book-entry  transfers
through DTC (or a successor  securities  depository).  In that event,  Debenture
certificates will be printed and delivered.

      The information in this section concerning DTC and DTC's book-entry system
has  been  obtained  from  sources  that  Con  Edison  believes  to be  reliable
(including  DTC),  but Con  Edison  takes  no  responsibility  for the  accuracy
thereof.

      Neither Con  Edison,  the  Trustee  nor the  Underwriters  will  have any
responsibility  or obligation to Participants,  or the persons for whom they act
as nominees,  with respect to the accuracy of the records of DTC, its nominee or
any Participant  with respect to any ownership  interest in the  Debentures,  or
payments to, or the providing of notice for, Participants or Beneficial Owners.





                                       S-6







                                  UNDERWRITING

      Subject  to  the  terms  and  conditions  set  forth  in  an  underwriting
agreement,  dated the date hereof (the "Underwriting Agreement"), Con Edison has
agreed to sell to the  underwriters  named below (the  "Underwriters"),  and the
Underwriters  have severally agreed to purchase from Con Edison,  the respective
principal amounts of the Debentures set forth opposite their names below.

Name                                       Principal Amount
                                            of Debentures
Morgan Stanley & Co. Incorporated          $63,750,000
Doley Securities, Inc.                     $ 3,750,000
Utendahl Capital Partners, L.P.            $ 3,750,000
The Williams Capital Group, L.P.           $ 3,750,000

Total                                      $75,000,000

      The  Underwriters  have  advised Con Edison that they propose to offer the
Debentures in part directly to the public at the initial  public  offering price
set forth on the cover page of this Prospectus Supplement and in part to certain
securities  dealers at such price less a  concession  not to exceed .50% of the
principal amount of the Debentures. The Underwriters may allow, and such dealers
may reallow,  a concession  not to exceed .25% of the principal  amount of the
Debentures to certain brokers and dealers. After the Debentures are released for
sale to the public, the offering price and other selling terms may from time to
time be varied by the Underwriters.

      The   Underwriting   Agreement   provides  that  the  obligations  of  the
Underwriters  to pay for and accept  delivery  of the  Debentures are subject to
certain conditions,  including delivery of certain legal opinions by counsel for
the Underwriters, and that the Underwriters will be obligated to purchase all
of the Debentures if any are purchased.

      The  Underwriting  Agreement  provides that Con Edison will  indemnify the
Underwriters  against certain  liabilities  under the Securities Act of 1933 and
will contribute to payments the  Underwriters may be required to make in respect
thereof.

      The  Debentures  will be a new  issue of  securities  for  which  there is
currently no market.  Although the  Underwriters  have  informed Con Edison they
currently  intend to make a market in the Debentures,  they are not obligated to
do so,  and any such  market  making  may be  discontinued  at any time  without
notice.  Accordingly,  there  can  be no  assurance  as to  the  development  or
liquidity of any market for the Debentures.  Con Edison does not intend to apply
for listing of the Debentures on a national securities exchange.

      In the ordinary course of its  business,  Morgan Stanley &
Co.  Incorporated  provides  investment  banking  services to Con Edison and its
affiliates in connection with various transactions and proposed transactions.

      In order to facilitate the offering of the  Debentures,  the  Underwriters
may engage in  transactions  that  stabilize,  maintain or otherwise  affect the
price of the  Debentures.  Specifically,  the  Underwriters  may  over-allot  in
connection  with the offering,  creating a short  position in the Debentures for
their own account.  In addition,  to cover  over-allotments  or to stabilize the
price of the  Debentures,  the  Underwriters  may bid  for,  and  purchase,  the
Debentures in the open market.  Finally,  the  Underwriters  may reclaim selling
concessions allowed to a dealer for distributing the Debentures in the offering,
if  the   Underwriters   repurchased   previously   distributed   Debentures  in
transactions to cover syndicate short positions,  in stabilization  transactions
or otherwise.  Any of the these  activities may stabilize or maintain the market
price of the Debentures above  independent  market levels.  The Underwriters are
not required to engage in these  activities and may end any of the activities at
any time.

                                  LEGAL MATTERS

           The  validity of  the Debentures  and  certain  other  related  legal
matters  will be passed  upon for Con  Edison by Edwin W.  Scott,  Esq.,  Acting
Senior Vice President and General  Counsel.  Certain legal matters in connection
with the Debentures will be passed upon for the Underwriters by Dewey Ballantine
LLP, 1301 Avenue of the Americas, New York, New York 10019-6092.






                                       S-7












PROSPECTUS





                    Consolidated Edison Company of New York, Inc.


                                 Debt Securities



      Consolidated  Edison  Company of New York,  Inc.  ("Con Edison") may issue
from time to time up to  $540,000,000  aggregate  principal  amount of unsecured
debt securities ("Securities") under terms to be determined at the time of sale.
The  Securities  may be issued in one or more  series  with the same or  various
maturities,  at or above par or with an original  issue  discount.  The specific
designation,  aggregate principal amount, maturity,  purchase price, rate (which
may be fixed or variable) and time of payment of any interest, any sinking fund,
any  subordination  provisions,  any  redemption or  repurchase  terms and other
specific  terms of the  Securities in respect of which this  Prospectus is being
delivered ("Offered Securities") are set forth in an accompanying  supplement to
this  Prospectus  (the  "Prospectus  Supplement"),  together  with the  terms of
offering  of  the  Offered  Securities.  This  Prospectus  may  not be  used  to
consummate sales of Securities unless accompanied by a Prospectus Supplement.

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

   THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
                   EXCHANGE COMMISSION NOR HAS THE COMMISSION
                        PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
                      PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.

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

      The  Securities  will be offered  through  one or more  underwriters.  The
underwriters'  discount  will be set forth in, or may be  calculated  from,  the
Prospectus  Supplement,  and the net proceeds to Con Edison from the offering of
any  Offered  Securities  will  be the  public  offering  price  of the  Offered
Securities  less  such  discount,  and less the  other  expenses  of Con  Edison
associated  with the issuance and  distribution of the Offered  Securities.  See
"Plan of Distribution."


                  The date of this Prospectus is February 11, 1998.










CERTAIN  PERSONS  PARTICIPATING  IN  AN  OFFERING  MADE  HEREBY  MAY  ENGAGE  IN
TRANSACTIONS  THAT  STABILIZE,  MAINTAIN  OR  OTHERWISE  AFFECT THE PRICE OF THE
OFFERED  SECURITIES,  INCLUDING  OVER-ALLOTMENT,  STABILIZING AND SHORT-COVERING
TRANSACTIONS IN SUCH OFFERED SECURITIES, AND THE IMPOSITION OF A PENALTY BID, IN
CONNECTION WITH THE OFFERING.  FOR A DESCRIPTION OF THESE ACTIVITIES,  SEE "PLAN
OF DISTRIBUTION."


                              AVAILABLE INFORMATION

      Con Edison is subject to the informational  requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports, proxy statements
and other information with the Securities and Exchange Commission. Such reports,
proxy  statements  and other  information  are filed by Con Edison  through  the
Commission's  Electronic Data Gathering,  Analysis and Retrieval system and a re
publicly available through the Commission's Web site (http://www.sec.gov).  Such
material can also be  inspected  and copied at the public  reference  facilities
maintained  by the  Commission  at  Judiciary  Plaza,  450 Fifth  Street,  N.W.,
Washington,  D.C. 20549; at the  Commission's  New York Regional Office, 7 World
Trade Center,  13th Floor, New York, New York 10048; and at its Chicago Regional
Office,  Northwest Atrium Center, 500 West Madison Street, 14th Floor,  Chicago,
Illinois 60661. Copies of such material also can be obtained at prescribed rates
from the Public  Reference  Section of the Commission,  450 Fifth Street,  N.W.,
Washington,  D.C.  20549.  Such material also can be inspected at the offices of
the New York Stock  Exchange,  Inc., 20 Broad Street,  New York, New York 10005,
the Chicago Stock Exchange,  120 South LaSalle Street,  Chicago,  Illinois 60605
and the Pacific  Stock  Exchange,  301 Pine Street,  San  Francisco,  California
94104.

                   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      Con Edison's  Annual  Report on Form 10-K for the year ended  December 31,
1996  ("1996  Form  10-K"),  Quarterly  Reports  on Form 10-Q for the  quarterly
periods  ended March 31, 1997,  June 30, 1997 and September 30, 1997 and Current
Reports on Form 8-K,  dated March 13,  1997,  June 17,  1997,  August 29,  1997,
September  23, 1997,  November 24, 1997,  December 12, 1997 and January 29, 1998
which have been filed with the  Securities  and  Exchange  Commission  (File No.
1-1217), are incorporated by reference in this Prospectus.

      All documents filed by Con Edison  pursuant to Section 13(a),  13(c),14 or
15(d)  of the  Securities  Exchange  Act of 1934 on or  after  the  date of this
Prospectus and prior to the termination of the offering of the Securities, shall
be deemed to be  incorporated  by reference in this  Prospectus and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or  superseded  for  purposes  of this  Prospectus  to the
extent that a statement herein or in any subsequently  filed document which also
is, or is deemed to be,  incorporated by reference herein modifies or supersedes
such  statement.  Any such  statement  so  modified or  superseded  shall not be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
Prospectus.

      Con  Edison  will  provide  without  charge  to each  person  to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any and all of the documents that have been incorporated by reference in this
Prospectus,  except that exhibits to such documents shall not be provided unless
they  are  specifically  incorporated  in such  documents.  Requests  should  be
directed to Con Edison Investor  Services Center,  P.O. Box 149, Cooper Station,
New York, New York 10003 (Telephone No: 800-522-5522).

                                          2







      No  person  is  authorized  to  give  any   information  or  to  make  any
representations  other than as contained in this  Prospectus  or the  Prospectus
Supplement in connection  with the offer  contained in this  Prospectus  and the
Prospectus Supplement and, if given or made, such information or representations
must not be relied  upon as having  been  authorized.  This  Prospectus  and the
Prospectus Supplement do not constitute an offer to sell or a solicitation of an
offer to buy securities in any jurisdiction to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this Prospectus and the Prospectus Supplement nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change in
the affairs of Con Edison since the date hereof, or that the information  herein
is correct as of any time since its date.

                                   CON EDISON

      Con  Edison,  incorporated  in New York State in 1884,  supplies  electric
service  in all of New  York  City  (except  part  of  Queens),  and in  most of
Westchester  County, New York. It supplies gas in Manhattan,  The Bronx and part
of Queens and Westchester,  and steam in part of Manhattan.  State and municipal
customers within Con Edison's service territory receive electric service through
Con  Edison's  facilities  from  the New  York  Power  Authority.  Con  Edison's
principal  office  is  located  at 4 Irving  Place,  New  York,  New  York 10003
(Telephone No: 212-460-4600).

                               RECENT DEVELOPMENTS

      On January 1, 1998,  Consolidated  Edison, Inc. ("CEI") became the holding
company  for Con Edison  when,  pursuant  to an  Agreement  and Plan of Exchange
approved  at a Special  Meeting  of  Stockholders  held in  December  1997,  the
outstanding shares of Con Edison's Common Stock, $2.50 par value, were exchanged
automatically on a share-for-share basis for shares of CEI's Common Shares, $.10
par value. Con Edison's debt securities and preferred stock remained  securities
of Con Edison.

      Con  Edison's  unaudited  net income  for common  stock for the year ended
December  31,  1997 was  $694.5  million  compared  with  $688.2  million in the
corresponding  1996 period.  For the quarter ended December 31, 1997,  unaudited
net income for common stock was $139.1  million  compared with $115.5 million in
the corresponding 1996 period.

      In December  1997, the Board of Directors of CEI and the Board of Trustees
of Con Edison  authorized  the  repurchase  of up to an  aggregate  amount of $1
billion of CEI Common Shares,  $.10 par value,  subject to New York State Public
Service   Commission   ("PSC")  approval  and  market   conditions  (the  "Stock
Repurchase").  The PSC is  expected  to act on the  repurchase  during the first
quarter of 1998.  The  repurchase  is  expected  to be funded by Con Edison from
internally-generated  funds, debt financings and,  depending on the timing,  the
net proceeds of generating plant sales.

                                 USE OF PROCEEDS

      Except  as  otherwise  provided  in the  Prospectus  Supplement,  the  net
proceeds to be received  by Con Edison from the sale of the  Securities  will be
added to the general funds of Con Edison and will be used for general  corporate
purposes,  including the repayment of short-term debt, the Stock Repurchase, the
retirement or refinancing of other  securities,  and the funding of construction
expenditures.

                                          3






                       RATIO OF EARNINGS TO FIXED CHARGES

      The  following  table sets forth Con  Edison's  ratio of earnings to fixed
charges for the periods indicated:

                             Year Ended December 31,
                            1997 1996 1995 1994 1993

                            4.09 4.18 4.20 4.58 4.19

      The ratio of earnings to fixed  charges has been  computed  based upon net
income plus Federal  income tax,  Federal  income tax deferred,  investment  tax
credits deferred and fixed charges.  Fixed charges include interest on long-term
debt and other  interest  expense,  amortization  of debt expense,  discount and
premium, and the interest component of rentals.

                            DESCRIPTION OF SECURITIES

      The Securities  are to be issued under an Indenture,  dated as of December
1,  1990,   between  Con  Edison  and  The  Chase  Manhattan  Bank,  as  Trustee
("Trustee"),  (successor to The Chase Manhattan Bank (National Association)), as
amended and supplemented by a First Supplemental Indenture, dated as of March 6,
1996 (the Indenture,  as amended and supplemented,  is herein referred to as the
"Indenture"),  copies of which are  included  as  exhibits  to the  registration
statement of which this Prospectus is a part. Con Edison may also enter into one
or more additional indentures with other trustees with respect to certain of the
Securities.  Any such  indenture  would contain  covenants and other  provisions
similar to those described below. Reference is made to the Prospectus Supplement
regarding  any  additional  indentures  under which Offered  Securities  will be
issued.

      The Securities will be unsecured general obligations of Con Edison ranking
equally and ratably in right of payment with the  unsecured  debt  securities of
Con Edison that are not  subordinated  obligations of Con Edison  ("Subordinated
Securities")  and  the  unsecured  promissory  notes  of Con  Edison  issued  as
collateral  for, and in  consideration  of the net proceeds of, a like amount of
tax-exempt   revenue  bonds  issued  by  New  York  State  Energy  Research  and
Development Authority;  provided, however, that if so provided in the Prospectus
Supplement  relating to a series of Offered  Securities,  the Offered Securities
will be Subordinated Securities.

      There is no  requirement  that  future  issues of debt  securities  of Con
Edison be issued  under the  Indenture,  and Con  Edison  will be free to employ
other indentures or documentation,  containing  provisions  different from those
included in the Indenture or applicable to one or more issues of Securities,  in
connection with future issues of such other debt securities.

      The Indenture does not specifically  restrict the ability of Con Edison to
engage in  transactions  which could have the effect of increasing  the ratio of
debt to equity  capitalization  of Con Edison or a  successor  corporation.  For
example,  the Indenture does not limit the amount of indebtedness of Con Edison,
the payment of dividends by Con Edison or the  acquisition  by Con Edison of any
of its equity  securities.  The  Indenture  also  permits Con Edison to merge or
consolidate  or to  transfer  its  assets,  subject to certain  conditions  (see
"Consolidation,  Merger and Sale" below).  Con Edison must obtain approvals from
state and/or federal  regulatory bodies to merge or consolidate or, with limited
exceptions,  to issue  securities or transfer  assets.  For information  about a
fundamental restructuring of the electric utility industry in New York State and
Con Edison, see "Con Edison."

      The following summary of the Indenture does not purport to be complete and
is subject to, and  qualified in its entirety by  reference  to, the  Indenture,
including the definitions therein of certain terms.

                                              4







             General:  The Indenture  provides that the Offered  Securities  and
other  unsecured  debt  securities  of the  Company,  without  limitation  as to
aggregate  principal amount  (collectively the "Indenture  Securities"),  may be
issued in one or more series,  in each case as  authorized  from time to time by
Con Edison.

      Reference  is made to the  Prospectus  Supplement  relating to the Offered
Securities for the following terms:

      (1)   the title of the Offered Securities;

      (2)   the aggregate principal amount of the Offered Securities;

      (3)   the percentage of the principal  amount  representing  the price for
            which the Offered Securities shall be issued;

      (4)   the date or dates on which the principal of, and premium, if any, on
            the Offered Securities shall be payable;

      (5)   the rate or rates  (which  may be fixed or  variable)  at which  the
            Offered  Securities  shall bear  interest,  if any, or the method by
            which such rate or rates shall be determined;

      (6)   if the amount of payments of the principal of,  premium,  if any, or
            interest,  if any, on the Offered  Securities may be determined with
            reference to an index,  formula or other method, the manner in which
            such amounts shall be determined;

      (7)   the date or dates from which any such interest shall accrue,  or the
            method by which such date or dates shall be determined, the dates on
            which  any such  interest  shall be  payable  and any  record  dates
            therefor;

      (8)   the place or places where the principal of, and premium, if any, and
            interest, if any, on the Offered Securities shall be payable;

      (9)   the period or periods,  if any, within which, the price or prices at
            which,   and  the  terms  and  conditions  upon  which  the  Offered
            Securities  may be redeemed,  in whole or in part,  at the option of
            Con Edison;

      (10)  the obligation,  if any, of Con Edison to redeem,  purchase or repay
            the Offered  Securities  pursuant to any sinking  fund or  analogous
            provision  or at the  option of a holder  thereof  and the period or
            periods  within which,  the price or prices at which,  and the terms
            and conditions upon which the Offered  Securities shall be redeemed,
            purchased or repaid pursuant to such obligation;

      (11)  whether the Offered  Securities are to be issued in whole or in part
            in the  form  of one or  more  Global  Securities  and,  if so,  the
            identity  of the  depositary  for such  Global  Security  or  Global
            Securities;

      (12)  if  other  than  $1,000  or  an  integral  multiple   thereof,   the
            denominations in which the Offered Securities shall be issued;

      (13)  if other  than the  principal  amount  thereof,  the  portion of the
            principal amount of the Offered  Securities payable upon declaration
            of acceleration of the maturity of the Offered Securities;

      (14)  any  deletions  from or  modifications  of or additions to the
            Events  of  Default  set  forth  in  Section  6.01 of the  Indenture
            pertaining to the Offered Securities;

                                             5






     (15) the provisions,  if any, relating to the cancellation and satisfaction
     of the  Indenture  with  respect  to the  Offered  Securities  prior to the
     maturity   thereof   pursuant  to  Section  12.02  of  the  Indenture  (see
     "Satisfaction and Discharge of Indenture; Defeasance");

     (16) the terms, if any, upon which Con Edison may elect not to pay interest
     on an interest payment date;

     (17) the provisions,  if any,  relating to the subordination of the Offered
     Securities  pursuant to Article 15 of the Indenture (see  "Subordination");
     and

     (18) any other terms of the Offered  Securities not  inconsistent  with the
     provisions of the  Indenture and not adversely  affecting the rights of any
     other series of Indenture Securities then outstanding. (Section 2.03)

      Con Edison may  authorize  the  issuance  and  provide  for the terms of a
series of Indenture Securities pursuant to a resolution of its Board of Trustees
or  any  duly  authorized  committee  thereof  or  pursuant  to  a  supplemental
indenture. The provisions of the Indenture described above permit Con Edison, in
addition to issuing  Indenture  Securities  with terms  different  from those of
Indenture Securities previously issued, to "reopen" a previous issue of a series
of Indenture  Securities and to issue  additional  Indenture  Securities of such
series.

      The Indenture  Securities  will be issued only in registered  form without
coupons and,  unless  otherwise  provided  with respect to a series of Indenture
Securities,  in denominations of $1,000 and integral multiples thereof. (Section
2.02) Indenture  Securities of a series may be issued in whole or in part in the
form of one or more Global  Securities  (see "Global  Securities").  One or more
Global  Securities will be issued in a denomination  or aggregate  denominations
equal to the aggregate principal amount of outstanding  Indenture  Securities of
the series to be  represented  by such  Global  Security  or Global  Securities.
(Section  2.01) No service  charge will be made for any  transfer or exchange of
Indenture Securities, but the Company may require payment of a sum sufficient to
cover any tax or other  governmental  charge  payable in  connection  therewith.
(Section 2.05)

      One or more series of the Indenture Securities may be issued with the same
or various  maturities at par or at a discount.  Offered  Securities  bearing no
interest or interest at a rate which at the time of issuance is below the market
rate ("Original  Issue Discount  Securities")  will be sold at a discount (which
may be  substantial)  below their stated  principal  amount.  Federal income tax
consequences  and other special  considerations  applicable to any such Original
Issue  Discount  Securities  will  be  described  in the  Prospectus  Supplement
relating thereto.

      Subordination:  If the  Prospectus  Supplement  relating  to a  particular
series of Indenture Securities so provides, such securities will be Subordinated
Securities and the payment of the principal of, premium, if any, and interest on
the  Subordinated  Securities will be subordinate and junior in right of payment
to the prior payment in full of all Senior  Indebtedness to the extent set forth
in the next paragraph. (Section 15.01)
                                          6








      In  the  event  (a)  of any  distribution  of  assets  of  Con  Edison  in
bankruptcy,  reorganization or receivership  proceedings,  or upon an assignment
for the benefit of creditors, or any other marshalling of assets and liabilities
of Con Edison,  except for a distribution  in connection  with a  consolidation,
merger,   sale,   transfer  or  lease   permitted   under  the  Indenture   (see
"Consolidation,   Merger  and  Sale"),  or  (b)  the  principal  of  any  Senior
Indebtedness  shall have been  declared due and payable by reason of an event of
default  with  respect  thereto  and such event of  default  shall not have been
rescinded,  then the holders of Subordinated  Securities will not be entitled to
receive or retain any  payment,  or  distribution  of assets of Con  Edison,  in
respect of the principal of, premium,  if any, and interest on the  Subordinated
Securities until the holders of all Senior  Indebtedness  receive payment of the
full amount due in respect of the principal of, premium, if any, and interest on
the Senior Indebtedness or provision for such payment on the Senior Indebtedness
shall have been made. (Section 15.02)

      Subject to the payment in full of all Senior Indebtedness,  the holders of
the Subordinated  Securities shall be subrogated to the rights of the holders of
the Senior  Indebtedness to receive payments or distributions  applicable to the
Senior Indebtedness until all amounts owing on the Subordinated Securities shall
be paid in full. (Section 15.03)

      "Senior  Indebtedness"  means  all  indebtedness  of Con  Edison  for  the
repayment of money borrowed  (whether or not  represented by bonds,  debentures,
notes  or  other  securities)  other  than  the  indebtedness  evidenced  by the
Subordinated Securities and any indebtedness subordinated to, or subordinated on
parity with, the Subordinated Securities. "Senior Indebtedness" does not include
customer deposits or other amounts securing obligations of others to Con Edison.
(Section 15.01)

      The Indenture does not limit the aggregate  amount of Senior  Indebtedness
that Con Edison may issue.  As of  December  31,  1997,  $4.5  billion of Senior
Indebtedness was outstanding.

      Redemption:  If the Prospectus  Supplement relating to a particular series
of  Indenture  Securities  so  provides,  such  securities  will be  subject  to
redemption  at the option of Con Edison.  Notice of any  redemption of Indenture
Securities shall be given to the registered  holders of such securities not less
than 30 days nor more than 60 days  prior to the date fixed for  redemption.  If
less  than all of a series  of  Indenture  Securities  are to be  redeemed,  the
Trustee  shall  select,  in such manner as in its sole  discretion it shall deem
appropriate  and fair,  the  Indenture  Securities  of such  series or  portions
thereof to be redeemed.

      Global Securities:  The Indenture  Securities of a series may be issued in
whole  or in part in the  form of one or more  Global  Securities  that  will be
deposited  with, or on behalf of, the  Depositary  identified in the  Prospectus
Supplement  relating  thereto.  Unless and until it is  exchanged in whole or in
part for Indenture  Securities in definitive  form, a Global Security may not be
transferred  except as a whole by the Depositary  for such Global  Security to a
nominee of such Depositary or by a nominee of such Depositary to such Depositary
or another  nominee of such Depositary or by such Depositary or any such nominee
to a successor Depositary or a nominee of such successor  Depositary.  (Sections
2.01 and 2.05)

The specific terms of the depositary  arrangement  with respect to any Indenture
Securities of a series will be described in the Prospectus  Supplement  relating
thereto.  Con Edison anticipates that the following provisions will apply to all
depositary arrangements.



                                          7








      Upon the issuance of a Global  Security,  the  Depositary  for such Global
Security will credit,  on its book entry  registration and transfer system,  the
respective  principal  amounts of the Indenture  Securities  represented by such
Global  Security to the accounts of  institutions  that have  accounts with such
Depositary ("participants").  The accounts to be credited shall be designated by
the underwriters through which such Indenture Securities were sold. Ownership of
beneficial  interests in a Global  Security will be limited to  participants  or
persons that may hold interests  through  participants.  Ownership of beneficial
interests  in such Global  Security  will be shown on, and the  transfer of that
ownership  will be effected only through,  records  maintained by the Depositary
for such  Global  Security  or by  participants  or  persons  that hold  through
participants.  The  laws of some  states  require  that  certain  purchasers  of
securities take physical  delivery of such  securities in definitive  form. Such
limits and such laws may impair the ability to transfer beneficial  interests in
a Global Security.

      So long as the Depositary for a Global  Security,  or its nominee,  is the
owner of such Global Security,  such Depositary or such nominee, as the case may
be,  will be  considered  the sole owner or holder of the  Indenture  Securities
represented by such Global Security for all purposes under the Indenture. Except
as set forth below, owners of beneficial interests in a Global Security will not
be entitled  to have  Indenture  Securities  of the series  represented  by such
Global  Security  registered in their names,  will not receive or be entitled to
receive physical  delivery of Indenture  Securities of such series in definitive
form and will  not be  considered  the  owners  or  holders  thereof  under  the
Indenture.

      Payments of  principal  of,  premium,  if any,  and  interest,  if any, on
Indenture  Securities  registered  in the name of or held by a Depositary or its
nominee will be made to the  Depositary  or its nominee,  as the case may be, as
the  registered  owner  of  the  Global  Security  representing  such  Indenture
Securities.  None of Con  Edison,  the  Trustee  or any  paying  agent  for such
Indenture Securities will have any responsibility or liability for any aspect of
the records  relating to, or payments made on account of,  beneficial  ownership
interests in a Global Security for such Indenture Securities or for maintaining,
supervising  or  reviewing  any records  relating to such  beneficial  ownership
interests.

      Con Edison  expects that the  Depositary  for  Indenture  Securities  of a
series, upon receipt of any payment of principal,  premium, if any, or interest,
if any, in respect of a Global  Security will credit  immediately  participants'
accounts with payments in amounts  proportionate to their respective  beneficial
interests  in the  principal  amount  of such  Global  Security  as shown on the
records  of  such   Depositary.   Con  Edison  also  expects  that  payments  by
participants  to owners of  beneficial  interests in such Global  Security  held
through  such  participants  will  be  governed  by  standing  instructions  and
customary  practices,  as is now the case with securities  registered in "street
name," and will be the responsibility of such participants.

      If a  Depositary  for  Indenture  Securities  of a  series  is at any time
unwilling or unable to continue as Depositary and a successor  depositary is not
appointed  by Con  Edison  within 90 days,  Con  Edison  will  issue  Indenture
Securities of such series in definitive form in exchange for the Global Security
or Global  Securities  representing the Indenture  Securities of such series. In
addition, Con Edison may at any time and in its sole discretion determine not to
have any  Indenture  Securities  of a series  represented  by one or more Global
Securities and, in such event, will issue Indenture Securities of such series in
definitive  form in  exchange  for the  Global  Security  or  Global  Securities
representing such Indenture Securities. Further, if Con Edison so specifies with
respect to the Indenture  Securities of a series,  each person  specified by the
Depositary  of the Global  Security  representing  Indenture  Securities of such
series may, on terms acceptable to Con Edison and the Depositary for such Global
Security,  receive Indenture Securities of the series in definitive form. In any
such instance, each person so specified by the Depositary of the Global Security
will be entitled to physical delivery in definitive form of Indenture Securities
of the series  represented by such Global Security equal in principal  amount to
such person's beneficial interest in the Global Security.


                                          8







      Payments and Paying Agents:  Payment of principal of and premium,  if any,
on  Indenture  Securities  will  be made  against  surrender  of such  Indenture
Securities at the Con Edison  Investor  Services  Center,  4 Irving Place,  Room
215-S, New York, New York 10003.  Unless  otherwise  indicated in the Prospectus
Supplement,  payment of any installment of interest on Indenture Securities will
be made to the person in whose name such Indenture Security is registered at the
close  of  business  on the  record  date for such  interest.  Unless  otherwise
indicated in the Prospectus  Supplement,  payments of such interest will be made
at the Con Edison Investor  Services Center, or by a check mailed to each holder
of an Indenture Security at such holder's registered address.

      All  moneys  paid by Con  Edison  to a paying  agent  for the  payment  of
principal of, premium,  if any, or interest,  if any, on any Indenture  Security
that remain  unclaimed at the end of two years after such principal,  premium or
interest  shall have become due and payable will be repaid to Con Edison and the
holder  of such  Indenture  Security  entitled  to  receive  such  payment  will
thereafter look only to Con Edison for payment thereof. (Section 12.05) However,
any such  payment  shall be  subject  to  escheat  pursuant  to state  abandoned
property laws.

      Consolidation,  Merger and Sale: The Indenture permits Con Edison, without
the consent of the holders of any of the Indenture  Securities,  to  consolidate
with or merge into any other  corporation or sell,  transfer or lease its assets
as an entirety or substantially as an entirety to any person, provided that: (i)
the Successor is a corporation  organized under the laws of the United States of
America  or  any  state  thereof;   (ii)  the  Successor  assumes  Con  Edison's
obligations under the Indenture and the Indenture Securities;  (iii) immediately
after giving  effect to the  transaction,  no Event of Default (see "Default and
Certain Rights on Default") and no event that, after notice or lapse of time, or
both,  would become an Event of Default,  shall have occurred and be continuing;
and (iv) certain other  conditions are met.  (Section  11.02) The Indenture does
not restrict the merger of another corporation into Con Edison.

      Modification  of  the  Indenture:   The  Indenture   contains   provisions
permitting Con Edison and the Trustee, without the consent of the holders of the
Indenture  Securities,  to establish,  among other things, the form and terms of
any  series  of  Indenture   Securities  issuable  thereunder  by  one  or  more
supplemental  indentures,  and, with the consent of the holders of a majority in
aggregate principal amount of the Indenture Securities of any series at the time
outstanding,  evidenced as in the Indenture  provided,  to execute  supplemental
indentures adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any supplemental indenture with respect
to Indenture Securities of such series, or modifying in any manner the rights of
the holders of the Indenture Securities of such series; provided,  however, that
no such  supplemental  indenture  shall (i)  extend the fixed  maturity,  or the
earlier  optional  date of  maturity,  if any,  of any  Indenture  Security of a
particular series or reduce the principal amount thereof or the premium thereon,
if any, or reduce the rate or extend the time of payment of interest thereon, or
make the principal  thereof or premium,  if any, or interest  thereon payable in
any coin or currency other than that provided in the Indenture Security, without
the consent of the holder of each Indenture Security so affected, or (ii) reduce
the principal amount of Indenture Securities of any series, the holders of which
are required to consent to any such supplemental indenture,  without the consent
of  the  holders  of  all  Indenture   Securities  of  such  series  outstanding
thereunder.(Sections 10.01 and 10.02)

      Default and Certain  Rights on Default:  The  Indenture  provides that the
Trustee or the holders of 25% or more in aggregate principal amount of Indenture
Securities of a series  outstanding  thereunder may declare the principal of all
Indenture  Securities of such series to be due and payable  immediately,  if any
Event of Default with respect to such series of Indenture Securities shall occur
and be continuing. However, if all defaults with respect to Indenture Securities
of such series (other than non-payment of accelerated  principal) are cured, the
holders of a majority in aggregate principal amount of the Indenture  Securities
of such  series  outstanding  thereunder  may waive the  default and rescind the
declaration and its consequences.  Events of Default with respect to a series of
Indenture  Securities include (unless  specifically  deleted in the supplemental
indenture or Board Resolution under which such series of Indenture Securities is
issued, or modified in any such supplemental indenture):


                                          9





      (I)   failure to pay interest when due on any  Indenture  Security of such
            series, continued for 30 days;

      (II)  failure  to pay  principal  or  premium,  if  any,  when  due on any
            Indenture Security of such series;

      (III) failure to perform any other covenant of Con Edison in the Indenture
            or the  Indenture  Securities  of such series (other than a covenant
            included in the Indenture or the Indenture Securities solely for the
            benefit of series of Indenture  Securities  other than such series),
            continued for 60 days after  written  notice from the Trustee or the
            holders  of  25%  or  more  in  aggregate  principal  amount  of the
            Indenture Securities of such series outstanding thereunder;

      (IV) certain events of bankruptcy, insolvency or reorganization; and


      (V)   any other  Event of Default  as may be  specified  for such  series.
            (Section 6.01)

             The Indenture  provides that the holders of a majority in aggregate
principal  amount  of  the  Indenture   Securities  of  any  series  outstanding
thereunder may, subject to certain exceptions, direct the time, method and place
of conducting  any  proceeding  for any remedy  available to, or exercising  any
power or trust conferred upon, the Trustee with respect to Indenture  Securities
of such series and may on behalf of all holders of Indenture  Securities of such
series  waive any past  default and its  consequences  with respect to Indenture
Securities  of such series,  except a default in the payment of the principal of
or  premium,  if any, or interest  on any of the  Indenture  Securities  of such
series. (Section 6.06)

      Holders  of  Indenture  Securities  of any series  may not  institute  any
proceeding to enforce the  Indenture  unless the Trustee  thereunder  shall have
refused  or  neglected  to act  for  60  days  after  a  request  and  offer  of
satisfactory  indemnity  by the  holders of 25% or more in  aggregate  principal
amount of the Indenture  Securities of such series outstanding  thereunder,  but
the right of any holder of Indenture Securities of any series to enforce payment
of  principal  of or premium,  if any, or  interest  on the  holder's  Indenture
Securities when due shall not be impaired.
(Section 6.04)

      The Trustee is required to give the holders of Indenture Securities of any
series  notice of  defaults  with  respect  to such  series  (Events  of Default
summarized  above,  exclusive  of  any  grace  period  and  irrespective  of any
requirement  that  notice of default be given)  known to it within 90 days after
the  happening  thereof,  unless cured  before the giving of such  notice,  but,
except for defaults in payments of principal of, premium, if any, or interest on
the Indenture  Securities of such series, the Trustee may withhold notice if and
so long as it determines in good faith that the withholding of such notice is in
the interests of such holders.
(Section 6.07)

      Con Edison is  required  to deliver to the  Trustee  each year an Officers
Certificate stating whether such officers have obtained knowledge of any default
by Con Edison in the performance of certain covenants and, if so, specifying the
nature thereof. (Section 4.06)

      Concerning  the Trustee:  The Indenture  provides that the Trustee  shall,
prior to the  occurrence  of any Event of Default with respect to the  Indenture
Securities  of any  series  and after the  curing or  waiving  of all  Events of
Default  with  respect to such series  which have  occurred,  perform  only such
duties as are specifically  set forth in the Indenture.  During the existence of
any Event of Default with respect to the Indenture Securities of any series, the
Trustee  shall  exercise  such of the rights  and powers  vested in it under the
Indenture  with respect to such series and use the same degree of care and skill
in their exercise as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs. (Section 7.01)


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      The  Trustee may acquire and hold  Indenture  Securities  and,  subject to
certain  conditions,  otherwise  deal with Con Edison as if it were not  Trustee
under the Indenture. (Section 7.04)

      The Chase  Manhattan  Bank,  which is the  Trustee  under  the  Indenture,
participates in providing Con Edison's bank line of credit,  and is a depository
for funds and performs other services for, and transacts other banking  business
with, Con Edison in the normal course of business.

      Satisfaction and Discharge of Indenture;  Defeasance: The Indenture may be
discharged  upon payment of the principal of,  premium,  if any, and interest on
all the  Indenture  Securities  and all other sums due under the  Indenture.  In
addition,  the  Indenture  provides  that if, at any time  after the date of the
Indenture, Con Edison, if so permitted with respect to Indenture Securities of a
particular  series,  hall deposit with the Trustee,  in trust for the benefit of
the  holders  thereof,  (i) funds  sufficient  to pay,  or (ii)  such  amount of
obligations  issued or  guaranteed  by the United  States of America as will, or
will together with the income thereon without  consideration of any reinvestment
thereof,  be sufficient to pay, all sums due for principal of, premium,  if any,
and interest on the Indenture  Securities  of such series,  as they shall become
due from time to time,  and certain other  conditions are met, the Trustee shall
cancel and  satisfy  the  Indenture  with  respect to such  series to the extent
provided  therein.   (Sections  12.01  and  12.02)  The  Prospectus   Supplement
describing the Indenture  Securities of such series will more fully describe the
provisions,  if any,  relating  to such  cancellation  and  satisfaction  of the
Indenture with respect to such series.

     Reports Furnished  Securityholders:  Con Edison will furnish the holders of
Indenture  Securities copies of all annual financial reports  distributed to its
stockholders generally as soon as practicable after the mailing of such material
to the stockholders. (Section 4.07)

                              PLAN OF DISTRIBUTION

      Con Edison will offer the Securities through one or more underwriters. The
names of the managing  underwriter or underwriters  and any other  underwriters,
and the terms of the transaction, including compensation of the underwriters and
dealers, if any, will be set forth in the Prospectus  Supplement relating to the
offering of the Offered  Securities.  Only  underwriters  named in a  Prospectus
Supplement  will be deemed to be  underwriters  in  connection  with the Offered
Securities described therein. Firms not so named will have no direct or indirect
participation  in the underwriting of such Offered  Securities,  although such a
firm may  participate  in the  distribution  of such  Offered  Securities  under
circumstances entitling it to a dealer's commission.  It is anticipated that any
underwriting agreement pertaining to any Offered Securities will (1) entitle the
underwriters to  indemnification by Con Edison against certain civil liabilities
under the Securities Act of 1933, as amended,  or to  contribution  for payments
the underwriters  may be required to make in respect  thereof,  (2) provide that
the  obligations  of the  underwriters  will be subject  to  certain  conditions
precedent,  and (3) provide that the underwriters generally will be obligated to
purchase all Offered  Securities  if any are  purchased.  The  underwriters  may
engage in transactions with, or perform services for, Con Edison in the ordinary
course of business.

      In connection with an offering made hereby,  the underwriters may purchase
and sell the Offered  Securities  in the open  market.  These  transactions  may
include over-allotment and stabilizing transactions and purchases to cover short
positions   created  by  the   underwriters  in  connection  with  an  offering.
Stabilizing transactions consist of certain bids or purchases for the purpose of
preventing or delaying a decline in the market price of the Offered  Securities,
and  short  positions  created  by the  underwriters  involve  the  sale  by the
underwriters of a greater aggregate  principal amount of Offered Securities than
they are required to purchase from Con Edison.  The underwriters also may impose
a penalty bid, whereby selling  concessions allowed to broker-dealers in respect
of  the  Offered  Securities  sold  in the  offering  may  be  reclaimed  by the
underwriters if such Offered  Securities are repurchased by the  underwriters in
stabilizing or covering transactions.  These activities may stabilize,  maintain
or  otherwise  affect the market price of the Offered  Securities,  which may be
higher than the price that might otherwise prevail in the open market; and these
activities,  if commenced,  may be discontinued at any time. These  transactions
may be affected in the over-the-counter market or otherwise.

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      The anticipated date of delivery of the Offered  Securities will be as set
forth in the Prospectus Supplement relating to the offering of such Securities.

                                  LEGAL MATTERS

      The validity of the  Securities  and certain  other  related legal matters
will be passed upon for Con Edison by Peter J. O'Shea,  Jr.,  Esq.,  Senior Vice
President and General  Counsel.  Certain  legal  matters in connection  with the
Securities  will be passed upon for the  Underwriters  by Dewey  Ballantine LLP,
1301 Avenue of the Americas, New York, New York 10019-6092.

                                     EXPERTS

      The consolidated  financial statements  incorporated in this Prospectus by
reference to Con Edison's  1996 Form 10-K for the year ended  December 31, 1996,
have been so  incorporated  in reliance on the report of Price  Waterhouse  LLP,
independent  accountants,  given on the  authority  of said firm as  experts  in
auditing and accounting.












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