<PAGE>

<PAGE>



                            FORM 10-Q

               SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C.  20549
                     _______________________

       [x]  Quarterly Report Pursuant To Section 13 or 15(d)
            of the Securities Exchange Act of 1934
         FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1993

                              OR

       [ ] Transition Report Pursuant to Section 13 or 15(d)
           of the Securities Exchange Act of 1934
                     _________________________

                     Commission File No. 1-1217

            CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                        (Name of Registrant)

        NEW YORK                       13-5009340
(State of Incorporation)   (IRS Employer Identification No.)

   4 IRVING PLACE, NEW YORK, NEW YORK 10003 - (212) 460-4600
                 (Address and Telephone Number)

The Registrant has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months and has been subject to such
filing requirements for the past 90 days.

                  Yes ___X___         No _______

As of the close of business on April 30, 1994, the
Registrant had outstanding 234,878,130 shares of Common
Stock ($2.50 par value).


<PAGE>

<PAGE>                          - 2- 







                 PART I. -  FINANCIAL INFORMATION


                CONTENTS                           PAGE NO.


ITEM 1.   FINANCIAL STATEMENTS:

          Consolidated Balance Sheet                 3-4

          Consolidated Income Statements             5-6

          Consolidated Statements of Cash Flows      7-8

          Notes to Financial Statements              9-13



ITEM 2.   Management's Discussion and Analysis of    14-28
          Financial Condition and Results of
          Operations



                      _________________________



The following consolidated financial statements are
unaudited but, in the opinion of management, reflect all
adjustments (which include only normal recurring
adjustments) necessary to a fair statement of the results
for the interim periods presented. These condensed unaudited
interim financial statements do not contain the detail, or
footnote disclosure concerning accounting policies and other
matters, which would be included in full-year financial
statements and, accordingly, should be read in conjunction
with the Company's audited financial statements (including
the notes thereto) included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1993 (File No.
1-1217).

<PAGE>

<PAGE>                                       - 3 -

<TABLE>
                                  
                            CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.                      
                                     CONSOLIDATED BALANCE SHEET                                 
                     AS AT MARCH 31, 1994, DECEMBER 31, 1993 AND MARCH 31, 1993                 
                                                                                                
                                                                      As At                     
                                                 March 31, 1994  Dec. 31, 1993  March 31, 1993
                                                             (Thousands of Dollars)             

<S>                                                <C>            <C>            <C>                 
 
ASSETS                                                                                          
                                                                                              
Utility plant, at original cost                                                                 
  Electric                                         $ 10,578,908   $ 10,530,193   $ 10,275,175 
  Gas                                                 1,358,110      1,341,704      1,267,951 
  Steam                                                 406,885        403,411        377,387 
  General                                             1,034,353      1,015,947        952,149 
      Total                                          13,378,256     13,291,255     12,872,662 
    Less: Accumulated depreciation                    3,664,208      3,594,784      3,527,257 
      Net                                             9,714,048      9,696,471      9,345,405 
  Construction work in progress                         407,003        389,244        383,415 
  Nuclear fuel assemblies and components, less                                                  
    accumulated amortization                             67,217         70,441         79,176 
                                                                                            
                                Net utility plant    10,188,268     10,156,156      9,807,996 
                                                                                                
Current assets                                                                                  
  Cash and temporary cash investments                   205,105         36,756         74,335 
  Accounts receivable - customers, less allowance                                               
    for uncollectible accounts of $22,291                                                       
    $21,600 and $20,923                                 527,961        459,261        466,617 
  Other receivables                                      66,602         84,955         36,860 
  Regulatory accounts receivable                         63,010         97,117        189,218
  Fuel, at average cost                                  53,671         53,755         40,450 
  Gas in storage, at average cost                        20,941         49,091         21,317 
  Materials and supplies, at average cost               244,581        245,785        267,460
  Prepayments                                           166,479         56,274        177,525 
  Other current assets                                   11,709         11,486         10,888 
                                                                                                
                             Total current assets     1,360,059      1,094,480      1,284,670 
                                                                                                
Investments and nonutility property                                                             
  Investments                                           101,036         92,108         82,417 
  Nonutility property                                     1,818          1,791          1,301 

        Total investments and nonutility property       102,854         93,899         83,718 
                                                                                                
Deferred charges                                                                                
  Recoverable fuel costs                                (11,432)        17,649         14,234  
  Enlightened Energy program costs                      144,974        140,057        100,195 
  Unamortized debt expense                              143,289        144,928         65,224
  Power contract termination costs                      121,740        121,740           -
  Other deferred charges                                355,018        337,826        281,751 
                                                                                                
                           Total deferred charges       753,589        762,200        461,404 
                                                                                                
Regulatory asset-future federal 
  income taxes                                        1,363,300      1,376,759      1,318,986 

                                            Total  $ 13,768,070   $ 13,483,494   $ 12,956,774 

</TABLE>

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

<PAGE>

<PAGE>                                    - 4 -

<TABLE>
                          CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.                         
                                   CONSOLIDATED BALANCE SHEET                                   
                   AS AT MARCH 31, 1994, DECEMBER 31, 1993 AND MARCH 31, 1993              
  
                                                                  As At                         
                                              March 31, 1994  Dec. 31, 1993  March 31, 1993
                                                          (Thousands of Dollars)       
<S>                                              <C>             <C>            <C>                  
  
CAPITALIZATION AND LIABILITIES                                                                  
Capitalization                                                                                  
  Common stock, authorized 340,000,000 shares;                                                  
   outstanding 234,875,621 shares, 234,372,931
    shares and 233,952,943 shares                $  1,463,685    $  1,448,845   $  1,436,605
  Capital stock expense                               (39,121)        (39,201)       (39,365)
  Retained earnings                                 3,722,073       3,658,886      3,521,451  
                         Total common equity        5,146,637       5,068,530      4,918,691  
  Preferred stock                                                                               
    Subject to mandatory redemption                                                             
      7.20%  Series I                                  50,000          50,000         50,000
      6-1/8% Series J                                  50,000          50,000         50,000
                  Total subject to mandatory   
                        redemption                    100,000         100,000        100,000
    Other preferred stock
      $ 5 Cumulative Preferred                        175,000         175,000        175,000
        5-3/4%  Series  A                              60,000          60,000         60,000
        5-1/4%  Series  B                              75,000          75,000         75,000
        4.65%   Series  C                              60,000          60,000         60,000
        4.65%   Series  D                              75,000          75,000         75,000
        5-3/4%  Series  E                              50,000          50,000         50,000
        6.20%   Series  F                              40,000          40,000         40,000  
        6% Convertible Series B                         5,538           5,728          6,087  
                 Total other preferred stock          540,538         540,728        541,087  
                       Total preferred stock          640,538         640,728        641,087  
  Long-term debt                                    3,788,844       3,643,891      3,507,278  
                        Total capitalization        9,576,019       9,353,149      9,067,056  
Noncurrent liabilities                                                                          
  Obligations under capital leases                     49,718          50,355         52,267
  Other noncurrent liabilities                        125,515         125,369        105,978
                Total noncurrent liabilities          175,233         175,724        158,245
Current liabilities                                                                             
  Long-term debt due within one year                  133,897         133,639        163,131  
  Accounts payable                                    329,968         399,543        324,849  
  Customer deposits                                   159,222         157,380        154,992  
  Accrued income taxes                                122,684          28,410         64,791  
  Other accrued taxes                                  33,241          30,896         46,223  
  Accrued interest                                     69,303          82,002         67,585  
  Accrued wages                                        80,272          81,174         78,318  
  Other current liabilities                           174,903         172,876        113,022  
                   Total current liabilities        1,103,490       1,085,920      1,012,911  
Deferred credits                                                                                
  Accumulated deferred federal income tax           1,075,848       1,083,720      1,003,180  
  Accumulated deferred investment tax credits         198,744         201,144        210,194  
  Federal income tax refund                            62,580            -              -   
  Other deferred credits                              212,856         207,078        186,202  
                      Total deferred credits        1,550,028       1,491,942      1,399,576  
Deferred tax liability-future 
  federal income taxes                              1,363,300       1,376,759      1,318,986 

                                      Total      $ 13,768,070    $ 13,483,494   $ 12,956,774  
</TABLE>


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

<PAGE>

<PAGE>                                    - 5 -

<TABLE>                CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                               CONSOLIDATED INCOME STATEMENT
                    FOR THE THREE MONTHS ENDED MARCH 31, 1994 AND 1993


                                                              1994           1993
                                                              (Thousands of Dollars)      
<S>                                                       <C>            <C>
Operating revenues
  Electric                                                $ 1,147,791    $ 1,135,383
  Gas                                                         394,063        317,997
  Steam                                                       155,906        132,705 
                             Total operating revenues       1,697,760      1,586,085  

Operating expenses
  Fuel and purchased power                                    342,111        347,529
  Gas purchased for resale                                    178,547        119,646
  Other operations                                            278,210        277,301
  Maintenance                                                 133,582        142,543
  Depreciation and amortization                               103,766         98,538
  Taxes, other than federal income tax                        290,968        298,655
  Federal income tax                                          105,450         79,580
                             Total operating expenses       1,432,634      1,363,792    
  
Operating income                                              265,126        222,293
 
Other income (deductions)
  Investment income                                               408            667
  Allowance for equity funds used during construction           2,072          3,037
  Other income less miscellaneous deductions                   (1,950)         1,662 
  Federal income tax                                             (880)          (810)
                                   Total other income            (350)         4,556    

    
Income before interest charges                                264,776        226,849

Interest on long-term debt                                     70,472         69,855
Other interest                                                  5,906          4,456
Allowance for borrowed funds used during construction            (912)        (1,402)
                                 Net interest charges          75,466         72,909


Net income                                                    189,310        153,940
Preferred stock dividend requirements                           8,899          8,908
Net income for common stock                               $   180,411    $   145,032

Common shares outstanding - average (000)                     234,445        233,942
Earnings per share                                          $     .77      $     .62

Dividends declared per share of common stock                $     .50      $    .485
  
Sales
  Electric (Thousands of Kwhrs.)
    Con Edison Customers                                    8,993,944      8,814,212
    Deliveries for NYPA Customers                           2,270,220      2,198,767
    Service for Municipal Agencies                             96,583         88,191
      Total Sales in Service Territory                     11,360,747     11,101,170
    Other Electric Utilities (a)                              323,336         38,937
  Gas - Firm Customers (Dekatherms)                        45,161,129     40,374,461
  Steam (Thousands of Lbs.)                                13,114,033     11,202,591



(a)  There were no sales to the New York Power Authority ("NYPA") in the 1994 and 1993
     periods.                          
</TABLE>

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

<PAGE>

<PAGE>                                    - 6 -

<TABLE>                 CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.     
                                CONSOLIDATED INCOME STATEMENT
                    FOR THE TWELVE MONTHS ENDED MARCH 31, 1994 AND 1993


                                                              1994           1993
                                                             (Thousands of Dollars)
<S>                                                       <C>            <C>                   
Operating revenues
  Electric                                                $ 5,144,073    $ 4,974,427
  Gas                                                         884,455        762,575
  Steam                                                       348,541        325,881 
                             Total operating revenues       6,377,069      6,062,883  

Operating expenses
  Fuel and purchased power                                  1,412,411      1,343,564
  Gas purchased for resale                                    348,609        266,629
  Other operations                                          1,107,874      1,086,473
  Maintenance                                                 561,833        547,367
  Depreciation and amortization                               408,958        386,252
  Taxes, other than federal income tax                      1,151,597      1,179,113
  Federal income tax                                          391,890        336,820
                             Total operating expenses       5,383,172      5,146,218    
  
Operating income                                              993,897        916,665

Other income (deductions)
  Investment income                                             4,675          9,999
  Allowance for equity funds used during construction           6,257         10,134
  Other income less miscellaneous deductions                  (11,177)        (1,568)
  Federal income tax                                              940         (3,310)
                                   Total other income             695         15,255

    
Income before interest charges                                994,592        931,920

Interest on long-term debt                                    282,373        274,322
Other interest                                                 21,171         20,910
Allowance for borrowed funds used during construction          (2,844)        (4,857)
                                 Net interest charges         300,700        290,375

Net income                                                    693,892        641,545
Preferred stock dividend requirements                          35,608         36,167
Net income for common stock                               $   658,284    $   605,378


Common shares outstanding - average (000)                     234,118        232,424
Earnings per share                                             $ 2.81         $ 2.60

Dividends declared per share of common stock                  $ 1.955         $ 1.91

Sales
  Electric (Thousands of Kwhrs.)
    Con Edison Customers                                   36,420,731     35,308,763
    Deliveries for NYPA Customers                           8,513,077      8,311,767
    Service for Municipal Agencies                            370,246        316,891
      Total Sales in Service Territory                     45,304,054     43,937,421
    Other Electric Utilities (a)                              889,244        404,204
  Gas - Firm Customers (Dekatherms)                        94,625,993     92,579,675
  Steam (Thousands of Lbs.)                                31,305,777     29,919,597


(a) The 1994 and 1993 periods include 2,142 and 52,400 thousands of Kwhrs. respectively,
    which were sold to the New York Power Authority ("NYPA") and are also included in
    the deliveries for NYPA.
</TABLE>

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

<PAGE>

<PAGE>                                    - 7 -

<TABLE>              CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.                
                          CONSOLIDATED STATEMENT OF CASH FLOWS                         
                   FOR THE THREE MONTHS ENDED MARCH 31, 1994 AND 1993             
                                                                                   
                                                              1994            1993     
                                                             (Thousands of Dollars)    
  <S>                                                      <C>             <C>
  Operating activities                                                                 
    Net income                                             $ 189,310       $ 153,940 
    Principal non-cash charges (credits) to income                                     
      Depreciation and amortization                          103,766          98,538 
      Deferred recoverable fuel costs                         29,081           7,288 
      Federal income tax deferred                            (12,390)         35,140 
      Common equity component of allowance                                           
        for funds used during construction                    (1,954)         (2,840)
      Other non-cash credits                                  (3,161)        (31,397)
    Changes in assets and liabilities                                                  
      Accounts receivable - customers, less                                          
        allowance for uncollectibles                         (68,700)        (42,268)
      Regulatory accounts receivable                          34,107         (21,287)
      Materials and supplies, including fuel                                         
        and gas in storage                                    29,438          79,958 
      Prepayments, other receivables and                                             
        other current assets                                 (92,075)       (104,794)
      Enlightened Energy program costs                        (4,917)        (19,435)
      Federal income tax refund                               62,580            - 
      Accounts payable                                       (69,575)        (51,687)
      Other - net                                             75,738         (15,476)
        Net cash flows from operating activities             271,248          85,680 
                                                                                     
  Investing activities including construction                                        
      Construction expenditures                             (129,163)       (164,430)
      Nuclear fuel expenditures                               (3,375)         (5,158)
      Contributions to nuclear decommissioning trust          (5,834)         (7,771)
      Common equity component of allowance                                           
        for funds used during construction                     1,954           2,840 
        Net cash flows from investing activities                                       
          including construction                            (136,418)       (174,519)
                                                                                     
  Financing activities including dividends  
      Issuance of common stock                                14,650            -
      Issuance of long-term debt                             150,000         400,000 
      Retirement of long-term debt                            (2,667)         (2,432)
      Advance refunding of long-term debt                       -           (380,000)
      Issuance and refunding costs                            (2,342)        (14,479)
      Common stock dividends                                (117,225)       (113,463)
      Preferred stock dividends                               (8,897)         (8,906)
        Net cash flows from financing activities                                     
          including dividends                                 33,519        (119,280) 
                                                                                     
  Net increase (decrease) in cash and temporary                                        
    cash investments                                         168,349        (208,119)
                                                                                     
  Cash and temporary cash investments                                                
    at January 1                                              36,756         282,454 
                                                                                     
  Cash and temporary cash investments                                                
    at March 31                                            $ 205,105       $  74,335 
                                                            
  Supplemental disclosure of cash flow information                                   
    Cash paid during the period for:                                                 
      Interest                                             $  76,657       $  81,221 
      Income taxes                                             9,822          18,016 
</TABLE>

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

<PAGE>

<PAGE>                                     - 8 -

<TABLE>                   CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                              CONSOLIDATED STATEMENT OF CASH FLOWS
                       FOR THE TWELVE MONTHS ENDED MARCH 31, 1994 AND 1993
                                                              1994            1993
                                                             (Thousands of Dollars)    
 <S>                                                       <C>             <C>           
 Operating activities                                            
    Net income                                             $ 693,892       $ 641,545
    Principal non-cash charges (credits) to income
      Depreciation and amortization                          408,958         386,252
      Deferred recoverable fuel costs                         25,666         (40,451)
      Federal income tax deferred                             46,680         105,020
      Common equity component of allowance                                             
        for funds used during construction                    (5,909)         (9,478)
      Other non-cash charges                                   3,785          43,734 
    Changes in assets and liabilities                                                  
      Accounts receivable - customers, less                                            
        allowance for uncollectibles                         (61,344)        (76,332)
      Regulatory accounts receivable                         126,208        (189,218)
      Materials and supplies, including fuel                                           
         and gas in storage                                   10,034          48,165
      Prepayments, other receivables and                                               
        other current assets                                 (19,517)         12,860
      Enlightened Energy program costs                       (44,779)        (71,321)
      Power contract termination costs                       (68,380)           -
      Federal income tax refund                               62,580            -
      Accounts payable                                         5,119          58,212 
      Other - net                                             27,840          41,345
        Net cash flows from operating activities           1,210,833         950,333

  Investing activities including construction                                          
      Construction expenditures                             (753,801)       (798,779)
      Nuclear fuel expenditures                              (12,309)        (39,453)
      Contributions to nuclear decommissioning trust         (17,310)         (7,771)
      Common equity component of allowance                                             
        for funds used during construction                     5,909           9,478
      Investments held by investment subsidiary,                                       
        other than temporary cash investments                   -            109,944
        Net cash flows from investing activities                                       
          including construction                            (777,511)       (726,581)
                                                                                     
  Financing activities including dividends
      Issuance of common stock                                26,531         156,788
      Issuance of preferred stock                               -            100,000
      Issuance of long-term debt                           1,128,475         750,000
      Retirement of long-term debt and preferred stock      (178,132)       (256,932)
      Advance refunding of long-term debt and
        preferred stock                                     (689,732)       (744,000)
      Funds held for redemption of mortgage bonds               -            124,228
      Issuance and refunding costs                           (96,425)        (37,509)  
      Common stock dividends                                (457,664)       (444,152)
      Preferred stock dividends                              (35,605)        (36,082)
        Net cash flows from financing activities
          including dividends                               (302,552)       (387,659)
                                                                                     
  Net increase (decrease) in cash and
    temporary cash investments                               130,770        (163,907)
                                                                                     
  Cash and temporary cash investments                                                  
    at beginning of period                                    74,335         238,242
                                                                                     
  Cash and temporary cash investments                                                  
    at March 31                                            $ 205,105       $  74,335
                                                            
  Supplemental disclosure of cash flow information                                     
    Cash paid during the period for:                                                   
      Interest                                             $ 260,911       $ 274,011
      Income taxes                                           271,928         250,232
</TABLE>

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

<PAGE>

<PAGE>                   - 9 -


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


          For purposes of these interim financial
statements, the information in this note supplements the
information under the same headings in Note A to the
financial statements included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1993 (File No.
1-1217).

NUCLEAR DECOMMISSIONING

          In the first quarter of 1994 a site-specific study
was prepared for both the Indian Point 2 and the retired
Indian Point 1 nuclear units.  The estimated decommissioning
cost in 1993 dollars is $657 million, comprised of $609
million for nuclear and $48 million for non-nuclear portions
of the units.  Assuming the expenditures will be made in
2016, on a dollar-weighted average basis, and assuming an
average annual escalation rate of five percent, the
estimated decommissioning cost in future dollars is $2,019
million, comprised of $1,870 million for nuclear and $149
million for non-nuclear portions.  Based on the study, the
Company is seeking in its electric rate filing submitted to
the Public Service Commission in April 1994 an increase of
$27.6 million in the annual decommissioning allowance for
the nuclear portion of the plant.


<PAGE>

<PAGE>                   - 10 -


INVESTMENTS

     In the first quarter of 1994 the Company adopted
Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity
Securities".  Pursuant to the Statement, the securities held
in the Company's nuclear decommissioning trust fund at March
31, 1994 are reported at fair value.  Pursuant to the
accounting requirements of the Federal Energy Regulatory
Commission, the $2 million net unrealized holding gain
resulting from reporting the securities at fair value at
March 31, 1994 has been included in the accumulated
depreciation reserve.

<PAGE>

<PAGE>                   - 11 - 

NOTE B - CONTINGENCIES


INDIAN POINT.   Nuclear generating units similar in design
to the Company's Indian Point 2 unit have experienced
problems of varying severity in their steam generators,
which in a number of instances have required steam generator
replacement.  Inspections of the Indian Point 2 steam
generators since 1976 have revealed various problems, some
of which appear to have been arrested, but the remaining
service life of the steam generators is uncertain and may be
shorter than the unit's life. The projected service life of
the steam generators is reassessed periodically in the light
of the inspections made during scheduled outages of the
unit.  Based on data from the latest inspection (1993) and
other sources, the Company estimates that steam generator
replacement will not be required before 1997, and possibly
not until some years later.  To avoid procurement delays in
the event replacement is necessary, the Company purchased,
and has stored at the site, replacement steam generators. If
replacement of the steam generators is required, such
replacement is presently estimated (in 1993 dollars) to
require additional expenditures of approximately $135
million (exclusive of replacement power costs) and an outage
of approximately six months. However, securing necessary
permits and approvals or other factors could require a
substantially longer outage if steam generator replacement
is required on short notice.

NUCLEAR INSURANCE.  The insurance polices covering the
Company's nuclear facilities for property damage, excess
property damage, and outage costs permit assessments under
certain conditions to cover insurers' losses. As of March
31, 1994, the highest amount which could be assessed for
losses during the current policy year under all of the
policies was $25.6 million. While assessments may also be
made for losses in certain prior years, the Company is not
aware of any losses in such years which it believes are
likely to result in an assessment.

     Under certain circumstances, in the event of nuclear
incidents at facilities covered by the federal government's
third-party liability indemnification program, the Company
could be assessed up to $79.3 million per incident of which
not more than $10 million may be assessed in any one year.
The per-incident limit is to be adjusted for inflation not
later than 1998 and not less than once every five years
thereafter.   


<PAGE>

<PAGE>                   - 12 -

     The Company participates in an insurance program
covering liabilities for injuries to certain workers in the
nuclear power industry. In the event of such injuries, the
Company is subject to assessment up to an estimated maximum
of approximately $3.2 million.

SUPERFUND CLAIMS.  The Federal Comprehensive Environmental
Response, Compensation and Liability Act of 1980 (Superfund)
by its terms imposes joint and several strict liability,
regardless of fault, upon generators of hazardous substances
for resulting removal and remedial costs and environmental
damages. Complex technical and factual determinations must
be made prior to the ultimate disposition of these claims. 
Accordingly, estimates of removal, remedial and
environmental damage costs for these sites may not be
accurate.  Moreover, the Company at appropriate times seeks
recovery of its share of these costs under any applicable
insurance coverage and through inclusion of such costs in
allowable costs for rate-making purposes.

     The Company has received process or notice concerning
possible claims under Superfund or similar state statutes
relating to 14 sites at which it is alleged that hazardous
substances generated by the Company (and, in most instances,
a large number of other potentially responsible parties)
were deposited.  For most, but not all, of these sites, the
Company has developed estimates of investigative, removal,
remedial and environmental damage costs it will be obligated
to pay.  These estimates aggregate approximately $12 million
and the Company has accrued a liability in this amount.  It
is possible that substantial additional costs may be
incurred with respect to the 14 sites and other sites.

     The Company evaluates its potential Superfund liability
on an ongoing basis. Based on the information and relevant
circumstances known to the Company at this time, it is the
opinion of the Company that the amounts it will be obligated
to pay for the 14 sites will not have a material adverse
effect on the Company's financial position.  

DEC PROCEEDING.  In June 1992 the Staff of the New York
State Department of Environmental Conservation (DEC)
instituted a civil administrative proceeding against the
Company before the DEC, alleging environmental violations.
The complaint seeks approximately $20 million in civil
penalties, and injunctive measures which could require
substantial capital expenditures.  The Company does not
believe that this proceeding will materially interfere with
its operations or materially adversely affect the Company's
financial position.

<PAGE>

<PAGE>                   - 13 -

ASBESTOS CLAIMS.  Suits were brought in New York State and
federal courts against the Company and many other
defendants, wherein hundreds of plaintiffs sought large
amounts of compensatory and punitive damages for deaths and
injuries allegedly caused by exposure to asbestos at various
premises of the Company. Many of these suits have been
disposed of without any payment by the Company, or for
immaterial amounts.  Additional settlements, also for
immaterial amounts, are pending. The amounts specified in
all the remaining suits, including those for which
settlements are pending, total billions of dollars but the
Company believes that these amounts are greatly exaggerated,
as were the claims already disposed of. Based on the
information and relevant circumstances known to the Company
at this time, it is the opinion of the Company that these
suits will not have a material adverse effect on the
Company's financial position.

ELECTRIC AND MAGNETIC FIELDS.  Electric and magnetic fields
(EMF) are found wherever electricity is used.  Several
scientific studies have raised concerns that EMF surrounding
electric equipment and wires, including power lines, may
present health risks.  In the event that a causal
relationship between EMF and adverse health effects is
established, there could be a material adverse effect on the
electric utility industry, including the Company.

<PAGE>

<PAGE>                            - 14  -

 
               MANAGEMENT'S DISCUSSION AND ANALYSIS
                 OF FINANCIAL CONDITION AND RESULTS
                           OF OPERATIONS            

          The following discussion and analysis relates to the
interim financial statements appearing in this report and should
be read in conjunction with Management's Discussion and Analysis
appearing in Item 7 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1993 (File No. 1-1217). 
Reference is made to the notes to the financial statements in

I
tem 1 of this report, which notes are incorporated herein by
reference. 

LIQUIDITY AND CAPITAL RESOURCES

          Cash and temporary cash investments were $205.1 million
at March 31, 1994 compared with $36.8 million at December 31,
1993 and $74.3 million at March 31, 1993. The Company's cash
balances reflect the timing and amounts of external financing.
As discussed below, in March 1994, the Company received
approximately $60 million of net tax refunds and related
interest.      

          In February 1994 the Company issued $150 million of 35-
year debentures. The debentures bear an interest rate of 7-1/8
percent. Pursuant to its amended dividend reinvestment plan, in
the first quarter of 1994 the Company issued 481,000 shares of
its common stock for $14.6 million.

          The Company expects to finance the balance of its
capital requirements for the remainder of 1994 and 1995, 

<PAGE>

<PAGE>                          - 15 -

including $142 million for securities maturing during this 
period, from internally generated funds and external financings
of about $450 million, most, if not all, of which will be debt
issues. 

          Customer accounts receivable, less allowance for
uncollectible accounts, amounted to $528.0 million at March 31,
1994 compared with $459.3 million at December 31, 1993 and
$466.6 million at March 31, 1993. In terms of equivalent days of
revenue outstanding, these amounts represented 28.6, 27.6 and
28.0 days, respectively.

           Regulatory accounts receivable, amounting to
$63.0 million at March 31, 1994, $97.1 million at December 31, 
1993 and $189.2 million at March 31, 1993, represents accruals
under the three-year electric rate settlement agreement effective
April 1, 1992. It includes the "ERAM" accrual (differences in
actual electric sales revenues from the levels forecast in the
agreement), incentives and "lost revenues" related to the
Company's Enlightened Energy program, incentives for customer
service, and savings achieved in fuel and purchased power costs
relative to target levels. Regulatory accounts receivable were
reduced in the first quarter of 1994 by billings to customers of
prior period ERAM accruals and by negative ERAM accruals for the
quarter (reflecting sales in excess of estimated levels). 

           Gas in storage decreased $28.2 million in the first 

<PAGE>

<PAGE>                          - 16 -

quarter of 1994 due principally to the effect of unusually cold
weather in that period.

          Prepayments include the unamortized portion
(approximately $105 million at March 31, 1994) of the Company's 
semi-annual New York City property tax payment. 

          Deferred charges include Enlightened Energy program
costs of $145.0 million at March 31, 1994, $140.1 million at
December 31, 1993 and $100.2 million at March 31, 1993. Under the
provisions of the 1992 electric rate settlement agreement these
costs are generally recoverable over a five year period.
 
          In March 1994 the Company received net federal income
tax refunds and interest for years 1980 through 1986 amounting to
approximately $60 million, which has been deferred and included
in other deferred credits pending future rate treatment. 

          Interest coverage under the SEC formula for the twelve
months ended March 31, 1994 was 4.36 times compared with 4.19
times for the year 1993 and 4.12 times for the twelve months
ended March 31, 1993.

1992 Electric Rate Settlement Agreement

          In March 1994 the PSC approved an electric rate
increase of $55.2 million (1.1 percent), to become effective 

<PAGE>

<PAGE>                           - 17 -

April 1, 1994, for the third and final year of the 1992 electric
rate settlement agreement, the twelve months ended March 31,
1995. Effective April 1, 1994, the Company's electric rates
reflect the increase in the federal income tax rate from 34% to
35% which had previously been deferred.

          For the second rate year, the twelve months ended
March 31, 1994, the Company's rate of return on electric common
equity, calculated in accordance with the provisions of the  
agreement, which excludes incentives earned and labor
productivity in excess of amounts reflected in rates, was 
approximately 11.2 percent, which was below the 11.85 percent  
threshold for sharing earnings with ratepayers.

Electric Rate Increase Filing

          In April 1994, the Company filed for a $191.3 million
(3.6 percent) electric rate increase to become effective April 1, 
1995. This consists of an increase of $168.7 million for Con
Edison customers and $22.6 million for the New York Power
Authority ("NYPA") and Economic Development delivery services.
The rate increase is premised upon an allowed equity return of 
11.75 percent and a common equity ratio of 52.0 percent of total 
capitalization. The major reasons for the requested increase are
power purchases required from independent power producers
("IPPs"), increased taxes and infrastructure investment.

          The filing includes measures to distribute more
equitably the Company's costs of providing service and better 

<PAGE>

<PAGE>                           - 18 -

position the Company in the increasingly competitive electric 
utility industry. The Company has proposed tariff changes for
back-up and supplemental service to customers that install on-
site generation, so as to reflect more accurately the cost of
these services, and charges to reimburse the Company for the
costs incurred to serve present Company customers that currently
are eligible for and elect to take service from NYPA. The Company
has also requested additional depreciation allowances for retired
generation facilities and acceleration of recovery of other
production plant. 

          The filing includes a proposal for a three year rate
agreement, with estimated increases in the second and third year
averaging 1.5 percent a year.  These estimated increases do not
reflect the possible effect of any incentives earned or ERAM
reconciliation.

New Financial Accounting Standard

          Reference is made to Note A to the financial statements
in this report for information concerning the provisions of
Statement of Financial Accounting Standards No. 115. 

Nuclear Decommissioning

          Reference is made to Note A to the financial statements
in this report for information concerning new estimates of
decommissioning costs and proposed rate treatment of such costs. 

<PAGE>

<PAGE>                          - 19 -

Electric Generating Capacity

     In April, the Company announced that on May 31, 1994 it
would terminate a power purchase arrangement with NYPA under
which it would have received substantial amounts of electricity
from Hydro-Quebec during a 20 year period beginning in 1999. This
arrangement no longer represented an economical power purchase
for the Company's electric customers. The Company is exploring
with Hydro-Quebec an extension of the existing summer diversity
contract, set to expire in 1998, for a period of up to five
years. Under the current contract, the Company purchases 780 MW
of capacity and associated energy from Hydro-Quebec during the
summer months.

          Through April 1994, the Company has terminated IPP
contracts involving approximately 585 MW for $169 million
(exclusive of interest) to be paid over a period of several
years. The Company's electric customers will save substantially
more than this amount based on current estimates of future market
prices for power. Termination costs for approximately 440 MW of
capacity are being recovered in rates over a three year period
beginning April 1, 1994; recovery of the cost of terminating the
balance will be sought in a future rate proceeding.

Superfund and Asbestos Claims and Other Contingencies

          Reference is made to Note B to the financial statements
included in this report for information concerning potential 

<PAGE>

<PAGE>                          - 20 -


liabilities of the Company arising from the Federal Comprehensive
Environmental Response, Compensation and Liability Act of 1980
(Superfund), from claims relating to alleged exposure to
asbestos, and from certain other contingencies to which the
Company is subject.

<PAGE>

<PAGE>                          - 21 -   

RESULTS OF OPERATIONS

          Net income for common stock for the first quarter of
1994 was $35.4 million ($.15 a share) more than the first quarter
of 1993. Net income for common stock for the twelve months ended
March 31, 1994 was $52.9 million ($.21 a share) more than the
corresponding 1993 period. 

          
                                                Increases (Decreases)
                                    Three Months Ended      Twelve Months Ended
                                      March 31, 1994           March 31, 1994
                                      Compared With            Compared With
                                      Three Months Ended    Twelve Months Ended
                                      March 31, 1993           March 31, 1993
                                    Amount     Percent        Amount    Percent
                                                (Amounts in Millions)

Operating revenues                  $ 111.7       7.0%        $ 314.2      5.2%
 Fuel and purchased power              (5.4)     (1.6)           68.8      5.1 
 Gas purchased for resale              58.9      49.2            82.0     30.7
 Operating revenues less
   fuel and purchased power 
   and gas purchased for resale
   (Net revenues)                      58.2       5.2           163.4      3.7

 Other operations and
   maintenance                         (8.0)     (1.9)           35.9      2.2
 Depreciation and amortization          5.2       5.3            22.7      5.9
 Taxes, other than federal
   income tax                          (7.7)     (2.6)          (27.5)    (2.3)
 Federal income tax                    25.9      32.5            55.1     16.3

 Operating income                      42.8      19.3            77.2      8.4

 Other income less deductions
   and related federal income tax      (4.9)     Large          (14.5)   (95.4)
 Interest charges and preferred
   stock dividend requirements          2.5       3.1             9.8      3.0 

Net income for common stock        $   35.4      24.4%        $  52.9      8.7%


<PAGE>

<PAGE>                          - 22 -

First Quarter 1994 Compared with
the First Quarter 1993          

          Net revenues (operating revenues less fuel and
purchased power and gas purchased for resale) increased $58.2
million in the first quarter of 1994 compared with the 1993
period, primarily as a result of electric and gas rate increases,
and higher sales volume due chiefly to the colder weather in the
first quarter of 1994. Electric, gas and steam net revenues
increased $24.2 million, $17.2 million and $16.8 million,
respectively. 
          
          Net electric revenues for the first quarter of 1994
include a revenue reduction of $23.1 million accrued under the
ERAM, compared with a revenue accrual of $18.2 million under the
ERAM in the 1993 period. The ERAM accrual reflects the variation
from the rate agreement estimate of net electric revenues. 

          Net electric revenues for the first quarter of 1994
include $42.3 million compared with $11.7 million for the 1993
period for incentives earned by achieving goals for the Company's
Enlightened Energy program, customer service and fuel costs.


<PAGE>

<PAGE>                          - 23 -
          Electric sales, excluding sales to other utilities, in
the first quarter of 1994 compared with the 1993 period were:


                                           Millions of Kwhrs.   
                             1st Quarter  1st Quarter              Percent
    Description                 1994         1993      Variation  Variation  

Residential/Religious           2,629        2,564         65        2.5 %
Commercial/Industrial           6,218        6,099        119        2.0 %
Other                             147          151         (4)      (2.6)%

Total Con Edison Customers      8,994        8,814        180        2.0 %

NYPA & Municipal Agency
Sales                           2,367        2,287         80        3.5 %

Total Service Area             11,361       11,101        260        2.3 %     
 

          For the first quarter of 1994 firm gas sales volume
increased 11.9 percent and steam sales volume increased 17.1
percent over the 1993 period.

          After adjustment for comparability in both periods,
primarily for variations in weather, electric sales volume in the
Company's service territory in the first quarter of 1994
increased 1.7 percent. Similarly adjusted, firm gas sales volume
increased 2.4 percent and steam sales volume increased 4.3
percent.

          Electric fuel and purchased power costs for the first
quarter of 1994 decreased $11.8 million, reflecting the
availability of lower-cost nuclear generation from the Company's
Indian Point 2 unit, which was out of service for refueling for a

<PAGE>

<PAGE>                          - 24 -

large part of the 1993 period. This was offset in part by
increased sendout. Steam fuel costs increased $6.4 million due to
increased sendout and a higher unit cost of fuel. Gas purchased
for resale increased $58.9 million reflecting principally a
higher unit cost of purchased gas and higher sendout. 

          Other operations and maintenance expenses decreased
$8.0 million in the first quarter of 1994 compared with the 1993
period, reflecting lower production expenses principally due to
the Indian Point 2 refueling and maintenance outage in the 1993
period, offset in part by 1994 storm-related distribution
expenses and the amortization of previously deferred Enlightened
Energy program costs. 

          Depreciation and amortization increased $5.2 million
due principally to higher plant balances.

          Taxes other than federal income tax decreased $7.7 
million in the first quarter of 1994 due principally to reduced
property taxes ($18.5 million), offset in part by increased 
revenue taxes ($11.9 million).

           Federal income tax increased $25.9 million for the
quarter reflecting higher pre-tax income. 

          Other income less deductions, less related income
taxes, decreased $4.9 million due principally to lower interest 


<PAGE>

<PAGE>                         -25 -

income accrued on deferred revenues under the electric rate
settlement agreement. Interest on long-term debt increased $0.6
million principally as a result of the issuance of new debt. 

Other interest charges increased $1.5 million principally due
to interest on deferrals of amounts due to customers.



Twelve Months Ended March 31, 1994 Compared with
the Twelve Months Ended March 31, 1993          

          Net revenues (operating revenues less fuel and
purchased power and gas purchased for resale) increased $163.4 
million principally as a result of electric, gas and steam rate
increases and higher sales volume. Electric, gas and steam net 
revenues increased $113.5 million, $39.9 million and $10.0
million, respectively. 
 
          Net electric revenues for the twelve months ended
March 31, 1994 include a revenue reduction of $30.4 million
accrued under the ERAM, compared with a revenue accrual of
$148.3 million under the ERAM in the 1993 period. 

          Net electric revenues for the twelve months ended
March 31, 1994 also include $100.2 million for incentives earned
under the provisions of the rate agreement, compared with $65.9
million for the 1993 period. 

<PAGE>

<PAGE>                           - 26 -               
                                
          Electric sales, excluding sales to other utilities, for
the twelve months ended March 31, 1994 compared with the twelve
months ended March 31, 1993 were:

                                          Millions of Kwhrs.       
                           Twelve Months   Twelve Months
                               Ended           Ended                   Percent
    Description            Mar. 31, 1994   Mar. 31, 1993  Variation  Variation 

Residential/Religious          10,577           9,936         641        6.5 %
Commercial/Industrial          25,237          24,770         467        1.9 %
Other                             607             603           4        0.7 %

Total Con Edison Customers     36,421          35,309       1,112        3.1 %

NYPA and Municipal Agency
 Sales                          8,883           8,628         255        3.0 %

Total Service Area             45,304          43,937       1,367        3.1 %


          Firm gas sales volume increased 2.2 percent and steam
sales volume increased 4.6 percent.

          After adjustment for comparability in both periods,
primarily for variations in weather, electric sales volume in the
Company's service territory in the twelve months ended March 31,
1994 increased 1.5 percent. Similarly adjusted, firm gas sales
volume increased 4.0 percent and steam sales volume increased
1.9 percent.

          Electric fuel and purchased power costs increased 
$56.2 million due to increased sendout, offset in part by the
increased availability of lower-cost nuclear generation from the
Company's Indian Point 2 unit. Steam fuel costs increased $12.6 

<PAGE>

<PAGE>                          - 27 - 

million due to increased sendout and a higher unit cost of fuel.
Gas purchased for resale increased $82.0 million reflecting
principally a higher unit cost of purchased gas and higher
sendout. 
          
          Other operations and maintenance expenses increased
$35.9 million in the twelve months ended March 31, 1994 compared
with the 1993 period, due to increased electric and gas
distribution expenses, higher labor and labor related expenses,
and the amortization of previously deferred Enlightened Energy
program costs, offset in part by the expenses in 1993 for the
refueling outage at Indian Point 2. 

          Depreciation and amortization increased $22.7 million
due principally to higher plant balances.

          Taxes, other than federal income tax, decreased $27.5
million in the twelve months ended March 31, 1994 compared with
the 1993 period due primarily to reduced property taxes ($58.6
million), offset in part by increased revenue taxes ($32.2
million). 

          Federal income tax increased $55.1 million for the
twelve months ended March 31, 1994 compared with the 1993 period 
principally due to higher pre-tax income.


<PAGE>

<PAGE>                          - 28 -

          Other income less deductions, less related income
taxes, decreased $14.5 million due principally to a reduced level
of temporary cash investments, lower interest rates and lower
interest income accrued on deferrals under the electric rate
settlement agreement. Interest on long-term debt increased $8.1
million principally as a result of the issuance of new debt
offset to a large extent by the effect of debt refundings.


<PAGE>

<PAGE>                   - 29 -



               PART II. - OTHER INFORMATION



ITEM 1.   LEGAL PROCEEDINGS

GRAMERCY PARK

     Reference is made to the information under the caption,
"Gramercy Park", in Item 3, Legal Proceedings, in the
Company's Annual Report on Form 10-K, for the year ended
December 31, 1993.

    In April 1994, a Federal Grand Jury in the Southern
District of New York issued an indictment which supersedes
the December 16, 1993 indictment previously reported.  The
new indictment charges the Company and two of its retired
employees with criminal acts relating to the reporting of
the release of asbestos resulting from the steam explosion. 
The new indictment contains eight counts which reiterate the
charges contained in the previous indictment and also allege
failure to give required notices to the United States
Occupational Safety and Health Administration and to state
and local officials.  The Company will vigorously contest
the charges, which it believes are without merit. 
Regardless of the ultimate disposition of the charges, the
Company believes that they will not have a material adverse
effect on the Company's financial condition or business
operations.



<PAGE>

<PAGE>                   - 30 -



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      EXHIBITS

Exhibit 10.1    Supplemental Thrift Savings Plan of
                Consolidated Edison Company of New York,
                Inc., effective January 1, 1994.

Exhibit 12      Statement of computation of ratio of
                earnings to fixed charges for
                the twelve-month periods ended March 31,
                1994 and 1993.

(b)  REPORTS ON FORM 8-K

     During the quarter ended March 31, 1994, the Company
filed a Current Report on Form 8-K, dated February 8, 1994,
reporting (under Item 5) the sale of $150 million aggregate
principal amount of the Company's 7 1/8% Debentures, Series
1994 A, due February 15, 2029.

<PAGE>

<PAGE>                   - 31 -



                           SIGNATURES




     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 thereunto duly
authorized.



                              CONSOLIDATED EDISON COMPANY
                                OF NEW YORK, INC.





DATE:   May 11, 1994          Raymond J. McCann
                              Raymond J. McCann
                              Executive Vice President,
                              Chief Financial Officer and
                              Duly Authorized Officer




DATE:   May 11, 1994          Carl W. Greene
                              Carl W. Greene
                              Senior Vice President and
                              Chief Accounting Officer




<PAGE>

<PAGE>                       - 32 -




                      INDEX TO EXHIBITS

                                             SEQUENTIAL PAGE
EXHIBIT                                      NUMBER AT WHICH
  NO.                  DESCRIPTION           EXHIBIT BEGINS


10.1         Supplemental Thrift Savings Plan of
             Consolidated Edison Company of New York,
             Inc., effective January 1, 1994.

12           Statement of computation of ratio
             of earnings to fixed charges for the
             twelve-month periods ended March 31,
             1994 and 1993.










<PAGE>

<PAGE>




               SUPPLEMENTAL THRIFT SAVINGS PLAN

                             OF

         CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.

         _____________________________________________



                  Effective January 1, 1994














<PAGE>

<PAGE>

     The purpose of this Plan is to provide a means for
select highly compensated employees who are, or would be,
adversely affected by the application of Internal Revenue
Code Sections 401(a)(17), as amended by the Omnibus Budget
Reconciliation Act of 1993, and 415 ("IRS limits") to the
Con Edison Thrift Savings Plan for Management Employees to
receive the same amount of Company Contributions under such
plan as they would be entitled to receive in the absence of
such IRS limits.

                            ARTICLE I

                           Definitions

1.1   "Account" shall mean the establishment of a credit
balance of a Participant under the Plan represented by the
Supplemental Company Contributions and investment income
thereon. Accounts are maintained strictly for accounting
purposes and do not represent separate funding of the
benefits under the Plan.

1.2   "Beneficiary" of a Participant's Account under this
Plan shall mean the same person or persons designated by the
Participant as the beneficiary or beneficiaries to receive
benefits from the Participant's account under the Savings
Plan in the event of the Participant's death.

<PAGE>


<PAGE>

1.3   "Board" or "Board of Trustees" shall mean the Board of
Trustees of the Company. 

1.4   "Code" shall mean the Internal Revenue Code of 1986,
as amended from time to time and any regulations issued
thereunder. Reference to any section of the Code shall
include any successor provision thereto.

1.5   "Company" shall mean Consolidated Edison Company of
New York, Inc. and any successor thereto which continues
this Plan.

1.6   "Deposit Rate" shall mean the annual rate of interest
paid by the Company on its customers' deposits, without
reduction for any administrative costs of the customer
deposit program, as such rate may change from time to time.

1.7   "Effective Date" shall mean January 1, 1994.

1.8  "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended from time to time and
regulations issued thereunder. References to any section of
ERISA shall include any successor provision thereto.









                              2
<PAGE>

<PAGE>

1.9   "OBRA '93" shall mean the Omnibus Budget
Reconciliation Act of 1993.

1.10  "Participant" shall mean any participant in the
Savings Plan who does not receive the full amount of Company
Contributions that would have been payable thereunder
assuming that the limit imposed by Section 401(a)(17) of the
Code, as it would have been in effect from time to time but
for its amendment by OBRA '93, had been in effect.

1.11  "Plan" shall mean the Supplemental Thrift Savings Plan
as set forth in this document and as amended from time to
time.

1.12  "Plan Year" shall mean the calendar year. The first
Plan Year shall commence January 1, 1994.

1.13  "Savings Plan" shall mean the Company's Thrift Savings
Plan for Management Employees, as amended from time to time.

1.14  "Supplemental Company Contribution" shall mean the
contribution made on behalf of a Participant pursuant to
Section 2.1.









                              3
<PAGE>

<PAGE>

1.15  "Valuation Date" shall mean the last day of each month
after the Effective Date and any other date designated as a
Valuation Date by the Plan Administrator.

1.16  Other terms used in the Plan shall have the same
meaning as in the Savings Plan, unless a different meaning
is plainly required by the context.

1.17  Whenever used herein, words in the masculine gender
shall include the female gender and the singular shall
include the plural, unless the context indicates otherwise.

                           ARTICLE II

              Supplemental Company Contributions

     2.1  In each calendar month that the Company makes a
Company Contribution on the Participant's behalf under the
Savings Plan, the Company shall make a Supplemental Company
Contribution to the Participant's Account in an amount equal
to the excess of (a) over (b) where:

     (a) is the Company Contribution that would have been
made for the month on the Participant's behalf under the
Savings Plan assuming that the limit imposed by Section
401(a)(17) of the Code, as it would have been in effect from
time to time









                              4
<PAGE>

<PAGE>

but for its amendment by OBRA '93, had been in effect; and

     (b) is the actual amount of the Company Contribution
made for the month on the Participant's behalf under the
Savings Plan.

     2.2  The Supplemental Company Contribution shall be
credited to a Participant's Account on the same day of the
month that the Company Contribution is made for such month
on the Participant's behalf under the Savings Plan.

     2.3  The Deposit Rate shall be determined for each
month that it is to be applied. Each Account shall be
credited with investment income as of each Valuation Date.
The amount of investment income credited to an Account shall
be determined on a monthly basis as the sum of products (a)
and (b) where:

     product (a)    is the Account balance as of the end of
the immediately preceding month times the Deposit Rate times
a fraction where the numerator is the number of days in the
month and the denominator is 365 days; and

     product (b)    is the amount of the Supplemental
Company Contribution made to the Participant's Account
during the month









                              5
<PAGE>

<PAGE>

times the Deposit Rate times a fraction where the numerator
is the number of days from the date the Supplemental Company
Contribution is made to the Participant's Account during the
month to the end of the month and the denominator is 365
days.

The investment income so determined during a month shall be
allocated to the Participant's Account as of the Valuation
Date at the end of such month. Investment income shall
continue to be credited to a Participant's Account until the
Participant's Account balance has been paid in full pursuant
to Article III.

     2.4  A Participant's interest in his Account balance
shall be vested to the same extent and at the same time that
the Participant is vested with respect to Company
Contributions under the Savings Plan.









                              6
<PAGE>

<PAGE>

                           ARTICLE III

                      Payment of Benefits

     3.1  No payment of a Participant's interest in his
Account balance shall be made prior to the Participant's
death or termination of employment due to disability,
retirement or otherwise.

     3.2  Upon the death of a Participant 100% of the
Participant's Account balance as of the end of the calendar
month in which the Participant's death occurs shall be paid
in one lump sum payment to the Participant's Beneficiary as
soon as practicable and in any event within 90 days after
such calendar month.

     3.3  Within 90 days preceding a Participant's
termination of employment with the Company the Participant
shall elect one of the following options for payment of the
Participant's Account balance:

     (a)  a single lump sum as soon as practicable after
January 1 of the calendar year immediately succeeding the
Participant's termination of employment;

     (b)  a deferral of payment until the last day of a
calendar month not later than the calendar month in which
the Participant attains age 70, in which









                              7
<PAGE>

<PAGE>

event payment of the Participant's Account balance as of the
last day of the calendar month so designated by the
Participant shall be made in a single lump sum as soon as
practicable after the  end of such month; or

     (c)  five successive annual installments as soon as
practicable after the end of each calendar year beginning in
the calendar year immediately succeeding his termination of
employment, in which event each installment shall be an
amount equal to the Participant's Account balance divided by
the number of installments remaining to be made.

     3.4  Investment income shall continue to be credited to
a Participant's Account balance as provided in Section 2.3
until the Participant's Account balance shall have been
fully distributed.

     3.5  Elections under Section 3.3 must be in writing on
a form furnished by and submitted to the Plan Administrator.
If no written election is received by the Plan
Administrator, an immediate single lump sum payment will be
made in accordance with Section 3.3. Any election may be
changed at any time prior to a Participant's termination of
employment, but not thereafter.









                              8
<PAGE>

<PAGE>

     3.6  The amount of any distribution shall be determined
as the amount to the credit of the Participant's Account as
of the Valuation Date coinciding with or otherwise
immediately preceding the distribution, plus any appropriate
adjustments for contributions, distributions, investment
income or other activity with respect to the Account
subsequent to the Valuation Date.

     3.7  The Company shall withhold from a payment from a
Participant's Account under this Plan any amount required to
be withheld under applicable federal, state and local income
tax laws, and any such payment shall be reduced by the
amount so withheld.

                           ARTICLE IV

                   Administration of the Plan

     4.1  All expenses arising in connection with the
operation and administration of the Plan shall be paid by
the Company.

     4.2  The senior officer of the Company responsible for
Employee Relations, currently the Senior Vice President-
Central Services, shall be the Named Fiduciary and Plan
Administrator of the Plan. The Plan Administrator shall have
all discretionary powers and authority necessary or









                             9
<PAGE>

<PAGE>

appropriate to control and manage the operation and
administration of the Plan.  The Plan Administrator may
interpret and apply all Plan provisions and may supply any
omission, or reconcile any inconsistency or ambiguity in
such manner as he deems advisable.  The Plan Administrator
shall make all final determinations concerning eligibility,
benefits and rights under the Plan and all other matters
concerning Plan administration and interpretation.  All
determinations and actions of the Plan Administrator shall
be conclusive and binding upon all Participants,
Beneficiaries and other persons, except that the Plan
Administrator may revoke or modify a determination or action
previously made in error. The Plan Administrator shall
exercise all powers and authority given to him in a
nondiscriminatory manner, and will apply uniform
administrative rules in order to assure similar treatment to
persons in similar circumstances. 

     4.3  The Plan Administrator shall arrange for
maintaining the Accounts and all data, records, books of
account and instruments pertaining to Plan administration
and shall prepare, file, submit, distribute or make
available any Plan descriptions, reports, statements, forms
or other information to any governmental agency, Participant
or Beneficiary as may be required by law.









                             10
<PAGE>

<PAGE>

     4.4  Any request for benefits (the "claim") by a
Participant or his Beneficiary (the "claimant") shall be
filed in writing with the Plan Administrator.  Within 90
days after receipt of a claim or, 180 days if the Plan
Administrator determines that special circumstances exist
which require extension of the time for processing a claim,
the Plan Administrator shall provide written notice to any
claimant whose claim has been wholly or partly denied,
including:

     (a)  the reasons for the denial,

     (b)  the Plan provisions on which the denial is based,

     (c)  any additional material or information necessary,
to perfect the claim and the reasons it is necessary, and

     (d)  the Plan's claims review procedure (as set forth
below).

A claimant will be given a full and fair review by the Plan
Administrator of the denial of his claim if he requests a
review in writing within 60 days after notification of the
denial.  The claimant may review pertinent documents and may
submit issues and comments orally, in  writing, or both. 
The Plan Administrator shall render his decision on review
in writing within 60 days after receipt by the Plan
Administrator of all information necessary or requested by
the Plan Administrator for the review, or within 120 days if
the Plan Administrator determines that special circumstances
exist which require extension of the time for processing the
application for review, and will include specific reasons









                             11
<PAGE>

<PAGE>

for the decision and references to the Plan provisions on
which the decision is based.

     4.5  Each Participant and Beneficiary shall be required
to furnish to the Plan Administrator, in the form prescribed
by the Plan Administrator, such personal data, affidavits,
authorization to obtain information, and other information
as the Plan Administrator may deem appropriate for the
proper administration of the Plan.

                           ARTICLE V

                  Amendment and Termination

     5.1  The Company, acting through its Board of Trustees,
reserves the right to amend, modify, suspend or terminate
the Plan in whole or in part. Upon termination or partial
termination of the Plan, any amounts not yet vested under
Section 2.4 that are credited to the Accounts of
Participants affected by such termination or partial
termination, shall be nonforfeitable.  The obligation to
make payment of such Accounts, however, shall be limited to
the Company's ability to make payment from its general
assets.

     5.2  If the Plan is terminated, the Accounts of
Participants shall be distributed to the extent possible









                             12
<PAGE>

<PAGE>

given the Company's general assets and the claims of other
creditors.  Payment will be made in cash or in such other
manner as the Plan Administrator shall determine and as may
be required by applicable law.  The Plan Administrator's
determination shall be final and binding on all
Participants, Beneficiaries or other persons claiming any
benefits under the Plan.

                           ARTICLE VI

                       General Provisions

     6.1  Although it is intended that the Plan shall be
continued and that contributions shall be made as herein
provided, this Plan is entirely voluntary on the part of the
Company and the continuance of this Plan and the maintenance
of Accounts hereunder are not to be regarded as contractual
obligations of the Company.  Each person who shall claim the
right to any payment or benefit under this Plan shall be
entitled to look only to the general assets of the Company
for any such payment or benefit and shall not have any other
right, claim, or demand therefore against the Company,
except as provided by law.  The Plan shall not be deemed to
constitute a contract between the Company and any
Participant for, or to be a consideration for, or an
inducement for, the employment of any Participant by the
Company.  Nothing contained in the Plan shall be deemed to









                             13
<PAGE>

<PAGE>

give any Participant the right to be retained in the service
of the Company or to interfere with the right of the Company
to discharge or to terminate the service of any Participant
at any time without regard to the effect such discharge or
termination may have on any rights under the Plan.

     6.2  If a Participant or Beneficiary entitled to
receive any benefits hereunder is a minor or is deemed by
the Plan Administrator, or is adjudged, to be legally
incapable of giving valid receipt and discharge for such
benefits, such benefits will be paid to such person or
institution as the Plan Administrator may designate or to
the duly appointed guardian.  Such payment shall, to the
extent made, be deemed a complete discharge of any liability
for such payment under the Plan.

     6.3  If the Plan Administrator shall be unable, within
two years after any amount becomes due and payable from the
Plan to a Participant or Beneficiary, to make payment
because the identity or whereabouts of such person cannot be
ascertained, the Plan Administrator may mail a notice by
registered mail to the last known address of such person
outlining the following action to be taken unless such
person makes written reply to the Plan Administrator within
60 days from the mailing of such notice; the Plan
Administrator may direct that such amount and all further









                             14
<PAGE>

<PAGE>

benefits with respect to such person shall be forfeited and
all liability for the payment thereof shall terminate. 
However, in the event of the subsequent reappearance of the
Participant or Beneficiary prior to termination of the Plan,
the benefit which was forfeited (but not any earnings that
would have been earned after such forfeiture) shall be
reinstated in full.

     6.4  To the extent permitted by law, no amount payable
to, or held under the Plan for the account of, any
Participant or Beneficiary shall be subject in any manner to
voluntary or involuntary anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge, and any
attempt to so anticipate, alienate, sell, transfer, assign,
pledge, encumber or charge the same shall be void.  Nor
shall any amount payable to, or held under the Plan for the
account of, any Participant or Beneficiary be in any manner
liable for his debts, contracts, liabilities, engagements or
torts, or be subject to any legal process to levy upon or
attach the same.

     6.5  In the event that the Plan is merged or
consolidated with any other plan, or should the liabilities
of the Plan be transferred to any other plan, each
Participant shall be entitled to a benefit immediately after
such merger, consolidation or transfer if the Plan should









                             15
<PAGE>

<PAGE>

then terminate equal to or greater than the benefit he would
have been entitled to receive immediately before such
merger, consolidation or transfer if the Plan had then
terminated.

     6.6  The Plan shall be administered, construed and
enforced according to the laws of the State of New York;
provided, however, wherever applicable the provisions of
ERISA shall govern, and in such event the laws of the United
States of America shall be applied and to the extent
necessary, its courts shall have competent jurisdiction.

     6.7  The headings of Articles of this Plan are for
convenience of reference only, and in the case of any
conflict between any such headings and the text of this
Plan, the text shall govern.

          IN WITNESS WHEREOF, Consolidated Edison Company of
New York, Inc. has caused this instrument to be executed by
is officer thereunto duly authorized as of the first day of
January, 1994.

                           By:THOMAS J. GALVIN
                              Thomas J. Galvin
                              Senior Vice President-
                              Central Services
                              Consolidated Edison Company of
                                New York, Inc.





                             16




<PAGE>

<PAGE>
                                                             
              CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                   RATIO OF EARNINGS TO FIXED CHARGES
                           TWELVE MONTHS ENDED             

                         (Thousands of Dollars) 


                                               MARCH            MARCH 
                                                1994             1993   
Earnings
  Net Income                                 $  693,892       $  641,545 
  Federal Income Tax                            344,270          235,110 
  Federal Income Tax Deferred                    58,130          118,580 
  Investment Tax Credits Deferred               (11,450)         (13,560)
    Total Earnings Before
     Federal Income Tax                       1,084,842          981,675 
  Fixed Charges*                                322,456          314,239 

    Total Earnings Before Federal
     Income Tax and Fixed Charges            $1,407,298       $1,295,914 


*Fixed Charges

Interest on Long-Term Debt                   $  272,152       $  269,499 
Amortization of Debt Discount,
  Premium and Expenses                           10,221            4,823 
Interest Component of Rentals                    18,912           19,007 
Other Interest                                   21,171           20,910 

  Total Fixed Charges                        $  322,456       $  314,239 


Ratio of Earnings to Fixed Charges                 4.36             4.12