<PAGE>

<PAGE>
                                               Rule 424(b)(2)
                                               File No. 33-62266

    PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MAY 11, 1993

                        $150,000,000
         Consolidated Edison Company of New York, Inc.
              7 1/8% Debentures, Series 1994 A
                      Due February 15, 2029

   The Debentures are unsecured debt securities of Consolidated
Edison Company of New York, Inc. ("Con Edison") which will mature
on February 15, 2029.  Interest on the Debentures is payable
semi-annually on February 15 and August 15 in each year,
commencing August 15, 1994.  The Debentures may be redeemed by
Con Edison, as a whole at any time, or in part from time to time,
on or after February 15, 2004 at an initial redemption price of
103.642% of the principal amount, and thereafter at prices
declining annually to par on February 15, 2019.  See "Description
of Debentures".

   The Debentures will be issuable and transferrable in fully 
registered form, in denominations of $1,000 and any integral
multiple thereof.

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
    SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
     COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
        OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
              ACCURACY OR ADEQUACY OF THIS PROSPECTUS
                SUPPLEMENT OR THE PROSPECTUS.  ANY
                   REPRESENTATION TO THE CONTRARY
                       IS A CRIMINAL OFFENSE.
_________________________________________________________________
                    Price to      Underwriting      Proceeds to
                    Public(1)     Discount(2)      Company(1)(3)
_________________________________________________________________
Per Debenture       98.945%        0.402%            98.543%
_________________________________________________________________
Total             $148,417,500     $603,000       $147,814,500
_________________________________________________________________
(1) Plus accrued interest, if any, from February 15, 1994 to the 
    date of delivery.
(2) Con Edison has agreed to indemnify the Underwriter 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.


<PAGE>
   The Debentures are offered by Goldman, Sachs & Co., as
specified herein, subject to receipt and acceptance by them and
subject to their right to reject any order in whole or in part. 
It is expected that delivery of the Debentures will be made in
New York, New York on or about February 15, 1994.

                         Goldman, Sachs & Co.

    The date of this Prospectus Supplement is February 8, 1994
<PAGE>

<PAGE>
             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,         

  September 30, 1993         1992   1991   1990   1989   1988

         4.12                3.93   3.73   4.07   4.46   4.67

     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.

                    RECENT DEVELOPMENTS

     On January 25, 1994, Con Edison announced unaudited net
income for common stock in 1993 of $622.9 million compared with
$567.7 million in 1992.  For the quarter ended December 31, 1993,
unaudited net income for common stock was $108.4 million compared
with $91.8 million in the 1992 period.

     The Debentures are rated Aa3 by Moody's Investors Service,
Inc. ("Moody's"), A+ by Standard & Poor's Corporation ("S&P") and
A+ by Duff & Phelps, Inc.  Moody's and S&P revised their ratings
for Con Edison's debentures in February 1994 from Aa2 and AA-,
respectively.

                   DESCRIPTION OF DEBENTURES

     General:  The Debentures offered hereby will mature on
February 15, 2029 and will bear interest at the rate per annum
stated on the first page of this Prospectus Supplement.  Interest
on the Debentures will be payable semi-annually on February 15
and August 15 in each year, commencing August 15, 1994, to
holders of record 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 the Indenture.

     Principal, premium, if any, and interest are payable, and
the Debentures may be presented for registration of transfer and
exchange, at the Con Edison Investor Services Center, 30 Flatbush
Avenue, Brooklyn, New York 11217. Con Edison may at its option
pay interest by check mailed to each holder of a Debenture at
such holder's address as it appears in the Security Register.

     See "Description of Securities" in the Prospectus for
additional information concerning the Debentures and the
Indenture under which they are to be issued.
                              S-2
<PAGE>

<PAGE>

     Redemption:  Con Edison 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 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%     2013. . . . . .  101.457%
     2005. . . . . .  103.399%     2014. . . . . .  101.214%
     2006. . . . . .  103.156%     2015. . . . . .  100.971%
     2007. . . . . .  102.914%     2016. . . . . .  100.728%
     2008. . . . . .  102.671%     2017. . . . . .  100.486%
     2009. . . . . .  102.428%     2018. . . . . .  100.243%
     2010. . . . . .  102.185%     2019 and
     2011. . . . . .  101.942%        thereafter..  100.000%
     2012. . . . . .  101.700%


                          UNDERWRITING

     Subject to the terms and conditions set forth in an
underwriting agreement (the "Underwriting Agreement") between Con
Edison and Goldman, Sachs & Co. (the "Underwriter"), Con Edison
has agreed to sell to the Underwriter, and the Underwriter has
agreed to purchase, the Debentures.  The Underwriting Agreement
provides that the obligations of the Underwriter are subject to
certain conditions precedent and that the Underwriter will be
obligated to purchase all of the Debentures if any are purchased.

     The Underwriter has advised Con Edison that it proposes
initially to offer the Debentures to the public at the Price to
Public set forth on the cover page of this Prospectus Supplement,
and to certain dealers at such price less a concession not in
excess of 0.30% of the principal amount of the Debentures. The
Underwriter may allow, and such dealers may reallow, a discount
not in excess of 0.25% of the principal amount to certain brokers
and other dealers.  After the initial public offering, the public
offering price, concession and discount may be changed.

     The Debentures are a new issue of securities with no
established trading market. Con Edison has been advised by the
Underwriter that it intends to make a market in the Debentures
but is not obligated to do so and may discontinue any market
making at any time without notice.  No assurance can be given as
to the liquidity of the trading market for the Debentures.  The
Debentures will not be listed on any securities exchange.

     Con Edison has agreed to indemnify the Underwriter against
certain liabilities, including liabilities under the Securities
Act of 1933.
                              S-3
<PAGE>

<PAGE>

   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 Underwriter. 
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

Ratio of Earnings
 to Fixed Charges. . . . . S-2
Recent Developments. . . . S-2
Description of
 Debentures. . . . . . . . S-2
Underwriting . . . . . . . S-3

        Prospectus

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



           $150,000,000

            [Con Ed logo]

          7 1/8% Debentures,
           Series 1994 A
        Due February 15, 2029

         PROSPECTUS SUPPLEMENT
            February 8, 1994

        Goldman, Sachs & Co.


<PAGE>

<PAGE>

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 $1,040,000,000 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 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 OR ANY STATE
       SECURITIES COMMISSION NOR HAS THE SECURITIES AND
          EXCHANGE COMMISSION OR ANY STATE SECURITIES
            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 May 11, 1993.
<PAGE>

<PAGE>
IN CONNECTION WITH AN OFFERING, THE UNDERWRITERS FOR SUCH
OFFERING MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR
MAINTAIN THE MARKET PRICE OF THE OFFERED SECURITIES AT A LEVEL
ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

                  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 can 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, 75 Park Place, New
York, New York 10007; and at its Chicago Regional Office,
Northwest Atrium Center, 500 West Madison Avenue, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be obtained
from the Public Reference Section of the Commission, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. Such reports, proxy statements and other
information concerning Con Edison also can be inspected at the
offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005, the Midwest 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, 1992, definitive proxy statement, dated April 5,
1993, for the annual meeting of stockholders to be held on May
17, 1993, and Current Reports on Form 8-K, dated January 13,
1993, February 1, 1993, February 4, 1993, and April 7, 1993,
which have been filed with the Securities and Exchange Commission
(File No. 1-1217), are hereby 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 in New York State, or (800)
221-6664 outside of New York State).

                              2
<PAGE>

<PAGE>
     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. Most governmental customers within
Con Edison's electric 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).

                    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, if any, the retirement of other
indebtedness, and the funding of construction expenditures.

           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,           
          1992      1991      1990      1989      1988

          3.93      3.73      4.07      4.46      4.67

     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.
                              3
<PAGE>

<PAGE>

                   DESCRIPTION OF SECURITIES

     The Securities are to be issued under an Indenture
("Indenture"), dated as of December 1, 1990, between Con Edison
and The Chase Manhattan Bank (National Association), as Trustee
("Trustee"), a copy of which is incorporated as an exhibit 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.  Substantially all of the properties and franchises of
Con Edison, including those hereafter acquired, other than
expressly excepted property, are subject to the lien of Con
Edison's Mortgage Trust Indenture, dated as of April 1, 1946, as
amended and supplemented.  The Mortgage Trust Indenture permits
the issuance from time to time of an unlimited amount of First
and Refunding Mortgage Bonds provided certain conditions,
principally relating to asset and earnings coverage, are
satisfied.  The Securities will rank equally and ratably in right
of payment with the unsecured promissory notes of Con Edison
which have been 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.  Con Edison may issue additional such notes from time
to time in connection with the issuance of additional such
tax-exempt bonds.

     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).  However, 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.
     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.

     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.

                              4
<PAGE>

<PAGE>
     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.

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

     (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;

                              5
<PAGE>

<PAGE>
    (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;

    (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");
         and

    (16) 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)

     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.


                              6
<PAGE>

<PAGE>
     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

                              7
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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.

     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, 30 Flatbush Avenue, Brooklyn, New York 11217. 
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)

     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)

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     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):

     (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)

     Securityholders 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
Securityholder of any series to enforce payment of principal of
or premium, if any, or interest on his Indenture Securities when
due shall not be impaired. (Section 6.04)

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     The Trustee is required to give the Securityholders 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 the
Securityholders of such series. (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)

     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 (National Association), 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, shall 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 Securityholders 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)

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                    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.

     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 T. Bowring
Woodbury, II, 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, 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 Annual Report on Form
10-K for the year ended December 31, 1992, have been so
incorporated in reliance on the report of Price Waterhouse,
independent accountants, given on the authority of said firm as
experts in auditing and accounting.

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