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                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:  February 8, 1994


            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

















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                              - 2 -


                INFORMATION TO BE INCLUDED IN THE REPORT


ITEM 5.  OTHER EVENTS

     On February 8, 1994, the Company entered into an
underwriting agreement with Goldman, Sachs & Co. for the sale of
$150 million aggregate principal amount of the Company's Series
1994 A Debentures (the "Debentures").  The Debentures were
registered under the Securities Act of 1933 pursuant to a
Registration Statement on Form S-3 (No. 33-62266, declared
effective May 11, 1993), for $665 million of unsecured debt
securities of the Company, of which $205 million have been sold
in a previous offering of debt securities.

      Copies of the underwriting agreement and the definitive
form of the Debentures are filed as exhibits to this report.



ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

    (b)  Exhibits

     1   Underwriting Agreement relating to the Debentures.

     4   Form of Debenture.


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                           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: RAYMOND J. MCCANN            

                                    Raymond J. McCann
                                    Executive Vice President
                                     and Chief Financial Officer



DATE:  February 8, 1994
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                              - 4 -



                        Index to Exhibits

                                                  Sequential Page
                                                  Number at which
Exhibit               Description                  Exhibit Begins



   1          Underwriting Agreement relating
              to Debentures


   4          Form of Debenture.





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                                         Series 1994 A Debentures



                      UNDERWRITING AGREEMENT



                                                February 8, 1994

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.







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                              - 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:RAYMOND J. MCCANN
                                    Raymond J. McCann
                                    Executive Vice President
                                    and Chief Financial Officer



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



By: GOLDMAN, SACHS & CO.
    Goldman, Sachs & Co.





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                             SCHEDULE I




                                         Principal Amount of
                                        Designated Securities
         Underwriter                        to be Purchased      




        Goldman, Sachs & Co.  . . . . . . . $150,000,000

              Total. . . . . . . . . . . .  $150,000,000


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                           SCHEDULE II


Title of Designated Securities:  

     7 1/8% Debentures, Series 1994 A


Aggregate principal amount:  

     $150,000,000.


Price to Public: 

     Initially 98.945% of the principal amount of the Designated
     Securities, plus accrued interest, if any, from February 15,
     1994 to the date of delivery, thereafter at market prices
     prevailing at the time of sale or at negotiated prices.


Purchase Price by Underwriters:  

     98.543% of the principal amount of the Designated
     Securities, plus accrued interest, if any, from
     February 15, 1994 to the date of delivery.


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

     Certified or bank cashier's check or checks payable in New
     York Clearing House funds to the order of "Consolidated
     Edison Company of New York, Inc."


Indenture:  

     Indenture, dated as of December 1, 1990, between the Company
     and The Chase Manhattan Bank (National Association), as
     Trustee.


Maturity:  

     February 15, 2029.


Interest Rate:  

     7 1/8% per annum from February 15, 1994.

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                              - 2 -


Interest Payment Dates:  

     Payable semi-annually on February 15 and August 15,
commencing August 15, 1994.


Redemption Provisions:  

     As set forth in the prospectus supplement, dated February   

     8, 1994, for the Designated Securities (the "Prospectus
     Supplement") to the prospectus, dated May 11, 1993 (the
     "Prospectus") filed with the Securities and Exchange
     Commission (the "SEC") pursuant to Rule 424(b)(2) under the
     Securities Exchange Act of 1934, as amended, as part of the
     Company's Registration Statement on Form S-3 (No. 33-62266;
     declared effective by the SEC on May 11, 1993).

Sinking Fund Provisions:  

     None.


Time of Delivery:  

     10:00 a.m., on February 15, 1994.


Closing Location:  

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


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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 and third paragraphs of the section entitled
          "Underwriting" on page S-3 of the Prospectus
           Supplement.

Address of Representative:  

Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Attention: Richard A. Vacarri

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

     Description of Securities
     Description of Debentures


Modifications of Basic Provisions:  

     1.   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 in the Prospectus;"

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


Other:

     None.



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     REGISTERED                                    REGISTERED

           Consolidated Edison Company of New York, Inc.
                  7 1/8% DEBENTURES, SERIES 1994 A

     INTEREST RATE          MATURITY DATE                CUSIP
   7 1/8% per annum      February 15, 2029           209111 CF 8


REGISTERED HOLDER:




PRINCIPAL SUM:                                           DOLLARS

     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, unless redeemed prior thereto
as hereinafter provided, the principal sum stated above and to
pay interest thereon from February 15, 1994, or from the most
recent interest payment date to which interest has been duly paid
or provided for, semi-annually on February 15 and August 15 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 last day, whether or
not a business day, of the calendar month next preceding such
interest
 payment date, except as otherwise provided in said
Indenture.  The principal of and premium, if any, on 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.
     THE PROVISIONS OF THIS DEBENTURE ARE CONTINUED ON THE
REVERSE SIDE HEREOF AND SUCH CONTINUED PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS
PLACE.
     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
                                   Treasurer


By
                                   Executive Vice President
                                   and Chief Financial Officer   




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
                              (National Association),
                                               as Trustee
By


                                   Authorized Officer




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<PAGE>
       CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
            7 1/8% DEBENTURES, SERIES 1994 A

     This Debenture is one of a duly authorized series of an
issue of unsecured debt securities of the Company designated as
its 7 1/8% Debentures, Series 1994 A (hereinafter called the
"Debentures"), issued and to be issued under an Indenture dated
as of December 1, 1990 (hereinafter called the "Indenture"),
between the Company and The Chase Manhattan Bank (National
Association), Trustee (hereinafter called the "Trustee", which
term includes any successor trustee under 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.

     The Company may redeem the Debentures, as a whole at any
time, or in part from time to time, on or after February 15,
2004, at the following redemption prices (expressed as a
percentage of the principal amount of the Debentures to be
redeemed), together with unpaid interest accrued thereon to the
date fixed for redemption, if redeemed during the twelve-month
period beginning on February 15,

                     Redemption                     Redemption
     Year               Price       Year               Price
     ____            __________     ____            __________

     2004. . . . . .  103.642%     2012. . . . . .  101.700%
     2005. . . . . .  103.399%     2013. . . . . .  101.457%
     2006. . . . . .  103.156%     2014. . . . . .  101.214%
     2007. . . . . .  102.914%     2015. . . . . .  100.971%
     2008. . . . . .  102.671%     2016. . . . . .  100.728%
     2009. . . . . .  102.428%     2017. . . . . .  100.486%
     2010. . . . . .  102.185%     2018. . . . . .  100.243%
     2011. . . . . .  101.942%     2019 and
                                      thereafter. .  100.0000%

If this Debenture or any portion hereof is called for redemption,
interest shall cease to accrue on this Debenture or such portion
hereof on the date fixed for redemption.

     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, of 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
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.

     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 premium, if any, 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.

     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.

                        _______________

                         ABBREVIATIONS

     The following abbreviations, when used in the inscription on
the face on this instrument, shall be construed as though they
were written out in full according to applicable laws or
regulations:
     TEN COM - as tenants in common
     TEN ENT - as tenants by the entireties
     JT TEN  - as joint tenants with right of survivorship
               and not as tenants in common

     UNF GIFT MIN ACT - ________   Custodian ________
                         (Cust)               (Minor)
                         under Uniform Gifts to Minors Act
                         _________________________________
                                   (State)

           Additional abbreviations may also be used.

       FOR VALUE RECEIVED, the undersigned hereby sell(s),
                assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

_________________________________________________________________

_________________________________________________________________
       (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
          INCLUDING POSTAL ZIP CODE OF ASSIGNEE)

_________________________________________________________________
the within Debenture and all rights thereunder, hereby
irrevocably constituting and appointing

________________________________________________________ attorney
to transfer said Debenture on the books of the Company, with full
power of substitution in the premises.


Dated:_______________________   _________________________________
                                            Signature
                                (Signature must correspond with
                                the name as written upon the
                                within Debenture in every
                                particular without alteration or
                                enlargement or any change
                                whatsoever.)