<PAGE>   1

 
                                  SCHEDULE 14A
                                 (RULE 14A-101)
                    INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION
          PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                 EXCHANGE ACT OF 1934 (AMENDMENT NO.   )
 
     Filed by the registrant /X/
     Filed by a party other than the registrant / /
     Check the appropriate box:
     / / Preliminary proxy statement
     /X/ Definitive proxy statement
     / / Definitive additional materials
     / / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
 
                Consolidated Edison Company of New York, Inc.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)
 
                Consolidated Edison Company of New York, Inc.
- --------------------------------------------------------------------------------
                   (Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
     /X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
     / / $500 per each party to the controversy pursuant to Exchange Act Rule
         14a-6(i)(3).
     / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
         0-11.
 
     (1) Title of each class of securities to which transaction applies:
 
- --------------------------------------------------------------------------------
     (2) Aggregate number of securities to which transactions applies:
 
- --------------------------------------------------------------------------------
     (3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
 
- --------------------------------------------------------------------------------
     (4) Proposed maximum aggregate value of transaction:
 
- --------------------------------------------------------------------------------
     / / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registrations statement number, or
the form or schedule and the date of its filing.
 
     (1) Amount previously paid:
 
- --------------------------------------------------------------------------------
 
     (2) Form, schedule or registration statement no.:
 
- --------------------------------------------------------------------------------
     (3) Filing party:
 
- --------------------------------------------------------------------------------
     (4) Date filed:
 
- --------------------------------------------------------------------------------
- ---------------
    (1)Set forth the amount on which the filing fee is calculated and state 
       how it was determined.

<PAGE>   2
 
CON EDISON (LOGO)
 
                         Consolidated Edison Company of New York, Inc.
                         4 Irving Place, New York, N.Y. 10003
 
- --------------------------------------------------------------------------------
EUGENE R. MCGRATH
CHAIRMAN OF THE BOARD
 
                                                                   April 4, 1994
 
Dear Stockholder:
 
     I hope you will join the Board of Trustees and management of your Company
at The Paramount, Madison Square Garden Center, Seventh Avenue between 31st and
33rd Streets, New York City for the annual meeting on Monday, May 16, 1994 at
1:30 p.m.
 
     Whether or not you plan to attend the annual meeting, please sign and
return the enclosed proxy. It is very important that as many shares as possible
be represented at the meeting.
 
     If after signing and returning your proxy you come to the meeting, you may
vote in person even though you have previously sent in a proxy.
 
                                             Sincerely,
                                             /s/ Eugene R. McGrath 
                                             Eugene R. McGrath

<PAGE>   3
 
CON EDISON (LOGO)
 
                         Consolidated Edison Company of New York, Inc.
                         4 Irving Place, New York, N.Y. 10003
 
- --------------------------------------------------------------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
 
Dear Stockholder:
 
     The Annual Meeting of Stockholders of Consolidated Edison Company of New
York, Inc. will be held at The Paramount, Madison Square Garden Center, Seventh
Avenue between 31st and 33rd Streets, New York, New York, on Monday, May 16,
1994 at 1:30 P.M., E.D.S.T. for the following purposes:
 
          a. To elect thirteen members of the Board of Trustees;
 
          b. To ratify and approve the appointment of Price Waterhouse as
     independent accountants for the year 1994; and
 
          c. To act upon such other matters, including two stockholder proposals
     set forth in the Proxy Statement (attached hereto and incorporated herein
     by reference), as may properly come before the meeting, or any adjournment
     thereof.
 
     You are cordially invited to attend this meeting. IF YOU PLAN TO ATTEND,
please mark the appropriate box on the enclosed proxy card and we will send you
an admission ticket.
 
     WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, WE URGE YOU TO
VOTE, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. WE WILL SINCERELY APPRECIATE YOUR DOING SO.
 
                                            By Order of the Board of Trustees,
 
                                                 ARCHIE M. BANKSTON
                                                      Secretary
 
D
ated: April 4, 1994

<PAGE>   4
 
PROXY STATEMENT

SOLICITATION OF PROXIES
 
     This proxy statement and the accompanying proxy card are furnished in
connection with the solicitation of proxies by the Board of Trustees of
Consolidated Edison Company of New York, Inc. (the "Company" or "Con Edison"),
which has its principal executive offices at 4 Irving Place, New York, New York
10003, for use at the 1994 Annual Meeting of Stockholders to be held on Monday,
May 16, 1994. This proxy statement and the enclosed form of proxy are being
mailed to stockholders on or about April 4, 1994.
 
     This solicitation of proxies for the Annual Meeting of Stockholders is
being made by the management on behalf of the Board of Trustees of the Company
and will be made by mail and by telephone or telegraph. The expense thereof will
be borne by the Company. The expense will include reimbursement for postage and
clerical expenses to brokerage houses and other custodians, nominees or
fiduciaries for forwarding proxy material and other documents to beneficial
owners of stock held in their names. In addition, Morrow & Co. of New York, New
York, has been retained to assist in the solicitation of proxies by the means
described above. The estimated cost of Morrow's services is $17,000, plus
out-of-pocket expenses.
 
RECORD DATE, OUTSTANDING
 VOTING SECURITIES AND VOTING RIGHTS
 
     Only the holders of record of $5 Cumulative Preferred Stock or of Common
Stock as of the close of business on March 29, 1994 (the "record date") are
entitled to notice of and to vote at the annual meeting or any adjournment
thereof. On the record date, there were outstanding 1,915,319 shares of $5
Cumulative Preferred Stock and 234,843,154 shares of Common Stock, each entitled
to one vote per share upon all propositions to be presented at the meeting.
 
     Copies of the 1993 Annual Report are being mailed to all persons who as of
the record date were holders of record of any shares of any class of stock of
the Company.
 
     The enclosed proxy card is for the number of shares registered in your name
with the Company together with any additional full shares held in your name in
Con Edison's "Automatic Dividend Reinvestment and Cash Payment Plan". The
instructions on the proxy card provide that any shares registered in your name
and any full shares held for your account in the Plan will be voted in the same
manner.
 
                                        1

<PAGE>   5
 
     In all matters other than the election of Trustees, the affirmative vote of
the majority of shares present in person or represented by proxy at the annual
meeting, entitled to vote and voting on the subject matter shall be the act of
the stockholders. Abstentions and broker non-votes are voted neither "for" nor
"against", and have no effect on the vote, but are counted in the determination
of a quorum. Trustees will be elected by a plurality of the votes present in
person or represented by proxy at the annual meeting, entitled to vote and
voting on the election of Trustees.
 
EXECUTION AND REVOCATION OF PROXY
 
     Shares represented by proxies properly signed and returned will be voted at
the meeting. Each proxy will be exercised in accordance with the stockholder's
specifications thereon. If the proxy is signed but no specification is made, the
shares represented by the proxy will be voted for the election of Trustees and
in accordance with the recommendations of the Board of Trustees on other
proposals.
 
     A stockholder who gives a proxy may revoke it at any time before the proxy
is voted at the meeting. The proxy is revocable by a written instrument signed
in the same manner as the proxy and received by the Secretary of the Company at
or before the annual meeting. Also, a stockholder who attends the meeting in
person may vote by ballot at the meeting, thereby cancelling any proxy
previously given.
 
ATTENDANCE AND PROCEDURES AT ANNUAL MEETING
 
     Attendance at the annual meeting will be limited to stockholders of record,
beneficial owners of Con Edison stock entitled to vote at the meeting having
evidence of ownership, the authorized representative (one only) of an absent
stockholder, and invited guests of the management. Any person claiming to be an
authorized representative of a stockholder must, upon request, produce written
evidence of such authorization. In order to assure the holding of a fair and
orderly meeting and to accommodate as many stockholders as possible who may wish
to speak at the meeting, management will limit the General Discussion portion of
the meeting to one hour and permit only stockholders or their authorized
representatives to address the meeting. In addition, management will require all
signs, banners, placards and protest-type materials to be left outside the
meeting room.
 
                                        2

<PAGE>   6
 
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

ELECTION OF TRUSTEES
 
     Thirteen Trustees are to be elected at the Annual Meeting of Stockholders
to hold office until the next annual meeting and until their respective
successors shall have been elected and qualified. Of the thirteen Board members
standing for election, two (the Chairman of the Board, President and Chief
Executive Officer--Eugene R. McGrath and the Executive Vice President and Chief
Financial Officer--Raymond J. McCann) are officers of the Company. The current
non-officer nominee Trustees (who include a former Chairman of the Board and
Chief Executive Officer and another former officer) bring to the Company the
benefit of their broad expertise and experience in many diverse fields. Since
the last annual meeting, the number of Trustees constituting the entire Board of
Trustees was reduced from fourteen to thirteen by amendment to Section 8 of the
By-laws, effective May 31, 1993, the date of the resignation of Mr. Victor
Marrero as a member of the Board of Trustees. Following four years of
outstanding service to the Company, Mr. Marrero was appointed by President
Clinton to serve as the United States Representative to the United Nations
Economic and Social Council. All of the nominees were elected Trustees at the
last annual meeting. The Company's management believes that all of the nominees
will be able and willing to serve as Trustees of the Company.
 
     Shares represented by every properly signed proxy will be voted at the
annual meeting for the election as Trustees of the persons nominated by
management, except where the right to vote such shares is withheld as provided
in the proxy or otherwise instructed. If one or more of such nominees is unable
or unwilling to serve, the shares represented by the proxies will be voted for
the other nominees and for any substitute nominee or nominees as shall be
designated by management.

                           INFORMATION ABOUT NOMINEES
 
     The name and age of each of the nominees, the year in which each was first
elected a Trustee of the Company, the principal occupation and business
experience of each during the past five years, the number of shares of Common
Stock of the Company beneficially owned by each, as of the close of business on
January 31, 1994, their directorships in other publicly-held business
corporations and the more significant of their directorships in charitable and
educational organizations as of that date are set forth below, based on
information provided by the nominees.
 
                                        3

<PAGE>   7
 
                             NAME, AGE, YEAR IN WHICH FIRST ELECTED TRUSTEE
                                 AND PRINCIPAL OCCUPATION AND BUSINESS
                                     EXPERIENCE DURING PAST 5 YEARS
 
(PHOTO)               E. VIRGIL CONWAY, 64--1970
 
                      Financial Consultant and Corporate Director. Mr. Conway is
                      Chairman of the Financial Accounting Standards Advisory
                      Committee of the Financial Accounting Standards Board.
                      Retired Chairman of the Board and Chief Executive Officer,
                      The Seamen's Bank for Savings, FSB, New York, N.Y. Mr.
                      Conway was Chairman and Chief Executive Officer of
                      Seamen's Bank from 1969 through January 1989. He was Vice
                      Chairman, Seamen's Corporation, New York, N.Y. from
                      February 1986 to April 1989. Director or Trustee, Atlantic
                      Mutual Insurance Company, Centennial Insurance Company,
                      HRE Properties, certain mutual funds managed by Phoenix
                      Home Life, Union Pacific Corporation, Pace University and 
                      Chairman, Audit Committee of The City of New York and the 
                      New York Housing Partnership Development Corporation.
 
                      Shares owned: 12,120

(PHOTO)               ARTHUR HAUSPURG, 68--1975
 
                      Former Chairman of the Board and Chief Executive Officer
                      of the Company. Mr. Hauspurg was Chairman of the Board and
                      Chief Executive Officer from September 1982 through August
                      1990. He was President from 1975 through January 1989.
                      Director or Trustee, COMSAT Corporation, Prudential
                      Government Securities Trust, Prudential High Yield Fund,
                      Inc., Prudential National Municipals Fund, Inc.,
                      Prudential Growth Opportunity Fund, Inc. and Prudential
                      Tax-Free Money Fund, Inc.; Member, National Academy of
                      Engineering.
 
                      Shares owned: 17,468
 
(PHOTO)               MYLES V. WHALEN, JR., 63--1977
 
                      Retired. Former Partner, Shearman & Sterling, Attorneys at
                      Law, New York, N.Y. from 1962 to 1968 and from 1970 until
                      March 1987. He was Vice President, General Counsel and
                      Secretary of the Company from 1968 to 1970.
 
                      Shares owned: 1,092
 
                                        4

<PAGE>   8
 
                             NAME, AGE, YEAR IN WHICH FIRST ELECTED TRUSTEE
                                 AND PRINCIPAL OCCUPATION AND BUSINESS
                                     EXPERIENCE DURING PAST 5 YEARS
 
(PHOTO)               DONALD K. ROSS, 68--1977
 
                      Director and former Chairman of the Board, President and
                      Chief Executive Officer, New York Life Insurance Company,
                      New York, N.Y. Director or Trustee, Mackay-Shields
                      Financial Corporation, The Mainstay Funds and The Colonial
                      Williamsburg Foundation.
 
                      Shares owned: 800
 
(PHOTO)               FREDERICK P. ROSE, 70--1978
 
                      Chairman, Rose Associates, Inc., New York, N.Y. (Real
                      estate investment). Director or Trustee, Olympia and York
                      Realty Corporation, Lincoln Center for the Performing
                      Arts, Inc. (Vice-Chairman), The Metropolitan Museum of
                      Art, Rockefeller University and Yale University.
 
                      Shares owned: 28,712
 
(PHOTO)               PETER W. LIKINS, 57--1978
 
                      President, Lehigh University, Bethlehem, Pa. Director or
                      Trustee, COMSAT Corporation, Parker-Hannifin Corporation
                      and Safeguard Scientifics, Inc.; Member, National Academy
                      of Engineering and Governor's Economic Development
                      Partnership Board.
 
                      Shares owned: 1,706
 
(PHOTO)               RUTH M. DAVIS, 65--1981
 
                      President and Chief Executive Officer, The Pymatuning
                      Group, Inc., Alexandria, Va. (Technology management
                      consultants). Director or Trustee, Air Products and
                      Chemicals, Inc., Ceridian Corporation, Premark
                      International, Inc., Principal Mutual Life Insurance
                      Company, Sprint Corp., Varian Associates and The Aerospace
                      Corporation (Chairman). Member or Trustee, American
                      Academy of Arts and Sciences, National Academy of
                      Engineering and University of Pennsylvania School of
                      Engineering and Applied Science.
 
                      Shares owned: 2,667
 
                                        5

<PAGE>   9
 
                             NAME, AGE, YEAR IN WHICH FIRST ELECTED TRUSTEE
                                 AND PRINCIPAL OCCUPATION AND BUSINESS
                                     EXPERIENCE DURING PAST 5 YEARS
 
(PHOTO)               RAYMOND J. MCCANN, 59--1987
 
                      Executive Vice President and Chief Financial Officer of
                      the Company since February 1, 1989. Mr. McCann was
                      Executive Vice President--Division Operations from 1980
                      through September 1987 and Executive Vice
                      President--Finance and Law from October 1987 through
                      January 1989. Director or Member, Nuclear Mutual Ltd.,
                      Nuclear Electric Insurance Ltd., Public Utilities Reports,
                      Inc., Citizens Budget Commission, Inc. and Harlem Youth
                      Development Foundation.
 
                      Shares owned: 5,393
 
(PHOTO)               EUGENE R. MCGRATH, 52--1987
 
                      Chairman of the Board, President and Chief Executive
                      Officer of the Company since September 1, 1990. He was
                      elected President and Chief Operating Officer on February
                      1, 1989, served as Executive Vice President--Operations
                      from October 1987 through January 1989 and as Executive
                      Vice President--Central Operations from September 1982
                      through September 1987. Mr. McGrath is Chairman of the
                      Business Council of New York State, Inc., and Director or
                      Trustee, New York City Partnership, American Museum of
                      Natural History, Barnard College, National Action Council
                      for Minorities in Engineering, Inc., Edison Electric
                      Institute, American Gas Association, American Women's 
                      Economic Development Corporation, NYZS/The Wildlife 
                      Conservation Society and the United Way of New York City. 
                      Member, National Academy of Engineering.
 
                      Shares owned: 11,333

(PHOTO)               GORDON J. DAVIS, 52--1989
 
                      Partner, Lord Day & Lord, Barrett Smith, Attorneys at Law,
                      New York, N.Y. Director or Trustee, Phoenix Home Life
                      Mutual Insurance Company, Dance Theater of Harlem, Lincoln
                      Center for the Performing Arts, Inc. and New York Public
                      Library.
 
                      Shares owned: 789
 
                                        6

<PAGE>   10
 
                             NAME, AGE, YEAR IN WHICH FIRST ELECTED TRUSTEE
                                 AND PRINCIPAL OCCUPATION AND BUSINESS
                                     EXPERIENCE DURING PAST 5 YEARS
 
(PHOTO)               ELLEN V. FUTTER, 44--1989
 
                      President, American Museum of Natural History, New York,
                      N.Y. since November, 1993. Prior thereto, Ms. Futter had
                      been President of Barnard College since 1980. Director,
                      Trustee or Member, Bristol-Myers Squibb Company, CBS Inc.,
                      American Museum of Natural History, Barnard College,
                      Committee for Economic Development, Council on Foreign
                      Relations and New York City Partnership.
 
                      Shares owned: 864
 
(PHOTO)               ROBERT G. SCHWARTZ, 66--1989
 
                      Director and former Chairman of the Board, President and
                      Chief Executive Officer, Metropolitan Life Insurance
                      Company, New York, N.Y. Mr. Schwartz previously served as
                      Chairman of the Board of Metropolitan Life from 1983, and
                      President and Chief Executive Officer from 1989 to April
                      1, 1993. Director or Trustee, CS First Boston, Inc.,
                      COMSAT Corporation, Long Star Industries, Inc., Lowe's
                      Companies, Inc., Mobil Corporation, Potlatch Corporation,
                      Reader's Digest Association, Inc. and Smeal College of
                      Business Administration at Penn State University (Board of
                      Visitors).
 
                      Shares owned: 2,000
 
(PHOTO)               RICHARD A. VOELL, 60--1990
 
                      President and Chief Executive Officer, The Rockefeller
                      Group, New York, N.Y. (Real estate, real estate services
                      and communications and communications services). Director
                      or Trustee, Club Med, Inc., Lehndorff, U.S.A. Group of
                      Companies; Board member, Municipal Art Society, Member,
                      Council on Foreign Relations and International Advisory
                      Board of Fiat, Chairman, NYZS/The Wildlife Conservation
                      Society Nominating Committee, Business Council for the
                      United Nations and New York City Partnership Public Issues
                      Committee. Past Chairman, Economic Club of New York.
 
                      Shares owned: 1,295
 
                                        7

<PAGE>   11
 
     A complete list of directorships of nominees in charitable and educational
organizations is available to any stockholder who requests one from the
Secretary of the Company. The number of shares of Common Stock of the Company
beneficially owned as of January 31, 1994, by each of the executive officers
named in the compensation table on page 17 who are not also nominees are set
forth below.
 

<TABLE>
<CAPTION>
                                    NAME                                SHARES OWNED
        -------------------------------------------------------------   ------------
        <S>                                                             <C>
        Charles F. Soutar............................................       3,645
        J. Michael Evans.............................................         457
        T. Bowring Woodbury..........................................         108(*)
</TABLE>

 
     As of January 31, 1994, no nominee or officer was the beneficial owner of
any other class of equity securities of the Company or beneficially owned more
than .013 percent of the total outstanding Common Stock of the Company. As of
the same date all officers and Trustees as a group beneficially owned 228,501
shares (0.097 percent) of the outstanding Common Stock of the Company. Each
officer and Trustee held his or her shares with sole voting power and sole
investment power, except for shares as to which voting power, or investment
power, or both, were shared with a spouse or a relative of such person.
 
     To the best knowledge of the management of the Company, no person owned
beneficially as of January 31, 1994 more than 5 percent of any class of voting
securities of the Company.
 
     Based upon its review of the reports furnished to the Company for 1993
pursuant to Section 16 of the Securities Exchange Act of 1934, the Company
believes all of the reports were filed on a timely basis.
 
- ---------------
(*) As of March 31, 1994.
 
                                        8

<PAGE>   12
 
TRUSTEES' FEES AND ATTENDANCE
 
     Those Trustees who are not employees of the Company are paid an annual
retainer of $20,000 and a fee of $1,000 for each meeting of the Board or a
Committee of the Board attended, except that if the Committee meeting is held on
the same day as the Board meeting, the fee paid for attending the Committee
meeting is $800.
 
     The Chairmen of the Audit, Budget and Contracts, Executive Personnel and
Pension, Finance, Nominating, and Planning and Environmental Committees each
receives an annual retainer fee of $3,000, provided, however, that if any
Trustee is serving at the same time as the Chairman of the Budget and Contracts
Committee and the Finance Committee he or she is paid only one such annual
retainer. The Acting Chairman of any Board Committee is paid an additional
meeting fee of $200 for any Committee meeting at which he or she presides.
Trustees may participate in the Company's Discount Stock Purchase Plan, the
Deferred Compensation Plan and the Retirement Plan for non-officer Trustees
described below. The members of the Board who are Company officers receive no
retainer or meeting fees for their service on the Board.
 
     The Company has a deferred compensation plan applicable only to non-officer
members of the Board of Trustees. A Trustee who elects to participate in the
plan may defer all or a portion of the compensation paid by the Company with
interest. As of April 1, 1994, two Trustees were participants in the plan.
 
     The Company has a retirement plan for those Trustees who are not entitled
to receive employee pension benefits from the Company. The plan provides that a
Trustee who retires from the Board and who has completed ten full years of
service on the Board, shall receive annually, for life, commencing at age 65, or
the date of retirement, whichever is later, a benefit in an amount equal to the
then annual retainer being paid to the active members of the Board of Trustees,
changing as and when such annual retainer changes. The benefits for a Trustee
who retires with less than ten years of service shall be prorated. As of April
1, 1994, Three former Trustees were participants in the plan.
 
     The Company's Discount Stock Purchase Plan permits employees, including
executive officers of the Company, to contribute up to 20 percent of their
salaries into the plan, but not more than $25,000 per year. Non-officer members
of the Board of Trustees are eligible to participate and may contribute up to
$1,000 per month. Also, dividends may be reinvested. The Company contributes
one-ninth of the participant's contributions, including reinvested dividends.
 
                                        9

<PAGE>   13
 
The contributions are used to purchase outstanding shares of Common Stock of the
Company for the participants. The Company pays brokerage and other expenses
relating to the plan.
 
     Mr. Hauspurg has a consulting agreement with the Company pursuant to which
he is paid $900 per day for services rendered to the Company. Mr. Hauspurg
received $900 under this agreement in 1993.
 
     The Board of Trustees held twelve regular meetings in 1993. During 1993
each incumbent Trustee attended more than 75 percent of the combined meetings of
the Board of Trustees and the Board Committees on which he or she served.
 
COMMITTEES OF THE BOARD
 
     The Audit Committee, composed of five non-officer Trustees (Mr. Ross,
Chairman, Dr. Davis, Ms. Futter and Messrs. Davis and Rose), meets with the
Company's financial management personnel, its General Auditor and its
independent accountants several times a year to discuss internal controls and
accounting matters, the Company's financial statements, and the scope and
results of the auditing programs of the independent accountants and of the
Company's internal auditing department. The Audit Committee also recommends to
the Board of Trustees the appointment of the independent accountants for the
Company, subject to stockholders' approval at the annual meeting. The Committee
held three meetings in 1993.
 
     The Budget and Contracts Committee, composed of seven non-officer Trustees
(Mr. Rose, Chairman, Dr. Davis and Messrs. Conway, Hauspurg, Likins, Ross and
Schwartz), examines into and makes recommendations to the Board with respect to
the annual capital budget of the Company, major purchase authorizations and
contractual commitments, and major real estate transactions and litigation
settlements. The Committee held twelve meetings during 1993.
 
     The Executive Committee, which is composed of Mr. McGrath, the Chairman of
the Board and of the Committee, and five non-officer Trustees (Messrs. Conway,
Hauspurg, Rose, Ross and Whalen), may exercise during intervals between the
meetings of the Board all the powers vested in the Board, except for certain
specified matters. Because the Board of Trustees of the Company meets regularly
on a monthly basis, a meeting of the Executive Committee has not been required
in many years.
 
     The Executive Personnel and Pension Committee, composed of six non-officer
Trustees (Mr. Conway, Chairman and Messrs. Davis, Hauspurg, Ross, Schwartz and
Whalen), reports and makes recommendations to the Board relating to officer and
senior management appoint-
 
                                       10

<PAGE>   14
 
ments and compensation. In addition, the Committee makes incentive compensation
awards to individuals participating in the Company's Executive Incentive Plan,
subject to confirmation by the Board of Trustees. The Committee also oversees
and makes recommendations to the Board with respect to compliance with the
Employee Retirement Income Security Act of 1974 ("ERISA"), including the
selection of pension trustees and investment managers, and provides advice as to
the administration of the Company's employee benefit and stock purchase plans.
The Committee held six meetings during 1993.
 
     The Finance Committee, which is composed of six non-officer Trustees (Mr.
Schwartz, Chairman, Dr. Davis and Messrs. Conway, Hauspurg, Likins, Rose and
Ross), reviews and makes recommendations to the Board with respect to the
Company's financial condition and policies, its dividend policies, bank credit
arrangements, financings, investments and other financial matters. The Committee
held twenty meetings during 1993.
 
     The Nominating Committee, composed of five non-officer Trustees (Mr.
Whalen, Chairman, Ms. Futter and Messrs. Conway, Schwartz and Voell), is
responsible for recommending candidates to fill vacancies on the Board of
Trustees. In addition, the Committee assists with respect to the composition and
size of the Board and of all Committees of the Board. The Committee also makes
recommendations to the Board as to the compensation of members of the Board and
of the Board Committees. The Committee held two meetings in 1993. The Committee
has no formal procedures for consideration of recommendations for nominations to
the Board and will consider candidates proposed by stockholders. Nominations for
candidates, accompanied by biographical material for evaluation, may be sent to
the Secretary of the Company. Each nomination should include information as to
the qualifications of the candidate and should be accompanied by a written
statement (presented to the Secretary of the Company) from the suggested
candidate, to the effect that the candidate is both willing and affirmatively
desirous of serving.
 
     The Planning and Environmental Committee, composed of seven non-officer
Trustees (Dr. Likins, Chairman, Dr. Davis, Ms. Futter and Messrs. Davis,
Hauspurg, Rose and Whalen), examines into and makes recommendations to the Board
regarding long range energy planning for the Company's electric, gas and steam
systems, the Company's major fuels policies, and significant environmental
matters affecting the Company's operations. The Committee held two meetings in
1993.
 
                                       11

<PAGE>   15
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
     Messrs. Conway, Davis, Hauspurg, Ross, Schwartz and Whalen are members of
the Company's Executive Personnel and Pension Committee. Mr. Hauspurg was
formerly Chairman of the Board, President and Chief Executive Officer of the
Company. He retired on August 31, 1990. Mr. Hauspurg receives a pension from the
Company and as discussed above from time to time performs consulting work for
the Company for which he was paid $900 in 1993. Mr. Whalen was Vice President
and General Counsel of the Company from August 13, 1968 to July 2, 1970 and
Secretary of the Company from April 1, 1969 to January 1, 1970.
 
     In the ordinary course of business the Company has, or during 1993 had,
insurance arrangements with several insurance companies, including Metropolitan
Life Insurance Company ("Metropolitan"). Such insurance arrangements include
group insurance contracts providing life, medical, dental, disability and other
coverage for employees of the Company based upon experience rated contracts. Mr.
Schwartz is a Director and former Chairman, President and Chief Executive
Officer of Metropolitan. The Company's pension plans held during 1993 two
investment contracts issued by Metropolitan.
 
MANAGEMENT PROPOSAL
 

PROPOSAL NO. 1--Approval of Appointment of Price Waterhouse as Independent
  Accountants for the year 1994.
 
     At the annual meeting, the Board of Trustees will recommend that the
stockholders ratify and approve the selection of Price Waterhouse as independent
accountants for the Company for the year 1994. Price Waterhouse has acted in the
same capacity for many years.
 
     Before the Audit Committee recommended to the Board of Trustees the
appointment of Price Waterhouse, it considered that firm's qualifications. This
included a review of their performance in prior years, as well as their
reputation for integrity and for competence in the fields of accounting and
auditing. The Audit Committee has expressed its satisfaction with Price
Waterhouse in these respects. The Audit Committee reviewed information provided
by Price
 
                                       12

<PAGE>   16
 
Waterhouse concerning litigation involving that firm and the existence of any
investigations by the Securities and Exchange Commission into the financial
reporting practices of companies audited by them. As to these matters, the Audit
Committee has concluded that the ability of Price Waterhouse to perform services
in 1994 for the Company is not in any way adversely affected by any litigation
or investigations reflected in such information.
 
     Representatives of Price Waterhouse will be present at the annual meeting
and will be afforded the opportunity to make a statement if they desire to do so
and to respond to appropriate questions.
 
     In connection with the 1993 audit, Price Waterhouse reviewed the Company's
annual report and examined the related financial statements, reviewed interim
financial statements and certain of the Company's filings with the Federal
Energy Regulatory Commission, the New York Public Service Commission and the
Securities and Exchange Commission. Price Waterhouse also performed audits of
the financial statements of the Company's pension and other benefit plans.
Payments to Price Waterhouse for audit services in 1993 totalled $791,000.
 
     Adoption of Proposal No. 1 requires the affirmative vote of a majority of
the shares of the Common Stock and $5 Cumulative Preferred Stock (voting
together as a single class) voted on the proposal at the meeting.
 
 
    THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR PROPOSAL NO. 1.
 
STOCKHOLDER PROPOSALS
 

PROPOSAL NO. 2--John J. Gilbert and the Estate of Lewis D. Gilbert, 29 East 64th
  Street, New York, New York 10021-7043, owning 125 and 100 shares,
  respectively, of Common Stock and Margaret R. Gilbert (same address) holding
  124 shares, have submitted the following proposal:
 
          "RESOLVED: That the stockholders of Consolidated Edison Company of New
     York, Inc., assembled in annual meeting in person and by proxy, hereby
     request the Board of Directors to take the steps necessary to provide for
     cumulative voting in the election of directors, which means each
     stockholder shall be entitled to as many votes as shall equal the number of
     shares he or she owns multiplied by the number of directors to be elected,
     and he or she may cast all of such votes for a single candidate, or any two
     or more of them as he or she may see fit."
 
                                       13

<PAGE>   17
 
     The statement made in support of this proposal is as follows:
 
     "In 1987 support along the lines we suggest were shown when 8.7%, 11,752
owners of 6,477,873 shares, were cast in favor of this proposal.
 
     "A law enacted in California provides that all state pension holdings, as
well as state college funds, invested in shares must be voted in favor of
cumulative voting proposals, showing increasing recognition of the importance of
this democratic means of electing directors.
 
     "Also, the National Bank Act has provided for cumulative voting.
Unfortunately, in so many cases companies get around it by forming holding
companies without cumulative voting. Thus, with so many banking failures the
result is that tax payers have to make up the losses. Banking authorities have
the right to question the capability of directors to be on banking boards.
Unfortunately, in so many cases authorities come in after and say the director
or directors were not qualified. So there is no reason why this could not be
done for corporations under the SEC and banking authorities.
 
     "Alaska took away cumulative voting, over our objections, when it became a
state. Perhaps, if the citizens had insisted on proper representation the
disastrous Valdez oil spill might have been prevented if environmental directors
were elected through cumulative voting.
 
     "Because of the normal need to find new directors and the need for
directors on the compensation committee, we think cumulative voting is the
answer. In addition, some recommendations have been made to carry out the Valdez
10 points. In our opinion, the 11th should be to have cumulative voting and to
end stagger systems of electing directors.
 
     "It is important to get directors on the board to support not only
cumulative voting but also pre-emptive rights for stockholders. Our resolution
on pre-emptive rights in 1993 received 14.8% showing stockholders are in favor.
 
     "Many successful corporations have cumulative voting. For example, Pennzoil
having cumulative voting defeated Texaco in that famous case. Another example,
in spite of still having a stagger system of electing directors, Ingersoll-Rand,
which has cumulative voting, won two awards. In Fortune magazine it was ranked
second as 'America's Most Admired Corporation' and the Wall Street Transcript
noted 'on almost any criteria used to evaluate management, Ingersoll-Rand
excels.' We believe Consolidated Edison should follow their example.
 
                                       14

<PAGE>   18
 
     "If you agree, please mark your proxy for this resolution; otherwise it is
automatically cast against it, unless you have marked to abstain."
 
 
    THE BOARD OF TRUSTEES RECOMMENDS A VOTE AGAINST PROPOSAL NO. 2 FOR THE
FOLLOWING REASONS:
 
     The same proposal was submitted by the Messrs. Gilbert to the Company's
1987, 1986, 1985 and 1984 annual meeting of stockholders, to each of six annual
meetings held from 1974 through 1979 and to several prior meetings and was
overwhelmingly defeated each time. The proposal, in the opinion of the Board of
Trustees, is contrary to the best interest of the Company and its stockholders.
The Trustees, in administering the affairs of the Company, should function for
the benefit of all stockholders. The present system of voting for the election
of Trustees, under which the holders of a plurality of the votes cast at a
meeting of stockholders elect a Board of Trustees to represent all the
stockholders, has served well. If this proposal were adopted, a Trustee who was
elected only because of cumulative voting might represent and act for the
benefit of a special interest rather than for the benefit of all stockholders.
 
     In the opinion of counsel this resolution, if adopted, would not constitute
an amendment of the Certificate of Incorporation of the Company permitting
cumulative voting, but would constitute a formal request by the stockholders
that the Board of Trustees submit to a later meeting of the stockholders a
proposal to amend the Company's Certificate of Incorporation so as to permit
cumulative voting by the Company's stockholders in voting for the election of
members of the Board of Trustees.
 
     THE BOARD OF TRUSTEES RECOMMENDS A VOTE AGAINST PROPOSAL NO. 2.
 

PROPOSAL NO. 3--Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia
  Avenue, N.W., Suite 215, Washington, D.C. 20037, who owns 200 shares of Common
  Stock, has submitted the following proposal:
 
          "RESOLVED: That the shareholders recommend that the Board take the
     necessary step that Con Edison specifically identify by name and corporate
     title in all future proxy statements those executive officers, not
     otherwise so identified, who are contractually entitled to receive in
     excess of $100,000 annually as a base salary, together with whatever other
     additional compensation bonuses and other cash payments were due them."
 
                                       15

<PAGE>   19
 
     The statement made in support of this proposal is as follows:
 
          "In support of such proposed Resolution it is clear the shareholders
     have a right to comprehensively evaluate the management in the manner in
     which the Corporation is being operated and its resources utilized. At
     present only a few of the most senior executive officers are so identified,
     and not the many other senior executive officers who should contribute to
     the ultimate success of the Corporation. Through such additional
     identification the shareholders will then be provided an opportunity to
     better evaluate the soundness and efficacy of the overall management.
 
          "Last year the owners of 19,062,899 shares, representing approximately
     12% of shares voting, voted FOR this proposal.
 
          "If you AGREE, please mark your proxy FOR this resolution."
 
 
    THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE AGAINST PROPOSAL NO. 3 FOR
THE FOLLOWING REASONS:
 
     The Company currently provides on page 17 of the Proxy Statement
compensation information for the five highest paid executive officers. From the
information already provided in the compensation table and the text pertaining
thereto, stockholders can readily determine the three Con Edison executive
officers who are contractually entitled to receive compensation that exceeds
$100,000. Therefore, by its terms the proposal would not result in any
additional disclosure in the Proxy Statement.
 
     Disclosure of executive compensation is governed by the Securities and
Exchange Commission's proxy solicitation rules which in 1992 were substantially
revised after extensive comment from interested members of the public. The
proposal would impose on the Company more stringent disclosure requirements than
those imposed on other companies by the Commission's rules. The Board believes
that any changes in the disclosure requirements should emanate from the
Commission and should be uniformly applicable to all companies subject to the
proxy rules.
 
     THE BOARD OF TRUSTEES RECOMMENDS A VOTE AGAINST PROPOSAL NO. 3.
- --------------------------------------------------------------------------------
     Adoption of the preceding stockholder resolutions (Proposals 2 and 3) would
require the affirmative vote of a majority of shares of the Common Stock and $5
Cumulative Preferred Stock (voting together as a single class) voted thereon at
the meeting.
- --------------------------------------------------------------------------------
 
                                       16

<PAGE>   20
 

EXECUTIVE COMPENSATION
                           SUMMARY COMPENSATION TABLE
 
     The following table sets forth the compensation of the Company's Chief
Executive Officer and its four most highly compensated executive officers other
than the Chief Executive Officer who were serving as executive officers of the
Company at the end of 1993.
 

<TABLE>
<CAPTION>
                                                                          LONG TERM
                                            ANNUAL COMPENSATION          COMPENSATION
                                     ----------------------------------  ------------
                                                                             LONG
                                                                             TERM
                                                              OTHER       INCENTIVE    ALL OTHER
          NAME AND                                            ANNUAL         PLAN       COMPEN-
     PRINCIPAL POSITION       YEAR    SALARY    BONUS(1)   COMPENSATION   PAYOUTS(1)   SATION(2)
- ----------------------------  -----  ---------  ---------  ------------  ------------  ---------
<S>                           <C>    <C>        <C>        <C>           <C>           <C>
Eugene R. McGrath...........  1993   $ 551,667  $ 253,500    $ 14,615      $ 58,653     $24,348
Chairman of the Board,        1992   $ 505,000  $ 231,833    $  9,457      $ 39,458     $19,520
President and Chief           1991   $ 463,333  $ 201,717                  $ 39,198
Executive Officer

Raymond J. McCann...........  1993   $ 343,333  $ 126,500    $  2,588      $ 54,987     $ 7,075
Executive Vice                1992   $ 323,500  $ 119,167    $  2,804      $ 38,332     $ 6,866
President and Chief           1991   $ 305,583  $ 106,939                  $ 33,599
Financial Officer

Charles F. Soutar...........  1993   $ 291,500  $  83,333    $  2,484      $ 43,989     $ 7,075
Executive Vice                1992   $ 273,500  $  80,000    $  2,433      $ 25,366     $ 6,866
President--                   1991   $ 255,583  $  73,333                  $ 22,399
Customer Service

J. Michael Evans............  1993   $ 274,000  $  73,333    $  2,277            --     $ 7,075
Executive Vice                1992   $ 256,000  $  66,667    $  2,591            --     $ 6,293
President--Central            1991   $  83,333  $  26,667                        --
Operations since
September 1, 1991

T. Bowring Woodbury.........  1993   $ 248,583  $  38,000    $    999            --     $ 7,075
Senior Vice President         1992   $ 235,583  $  37,333    $  1,514            --     $ 6,855
and General Counsel           1991   $ 222,583  $  33,333                        --
since June 1, 1989
</TABLE>

 
- ------------
 
     (1) See description of the Long-Term Incentive Plan, below.
 
     (2) The amounts shown in this column consist of amounts contributed by the
Company under its Discount Stock Purchase Plan (DISCOP) and Thrift Savings Plan
for Management
 
                                       17

<PAGE>   21
 
Employees (Thrift Plan) and amounts paid for life insurance for Mr. McGrath, as
follows: For 1993, Mr. McGrath, life insurance--$16,383, DISCOP--$890, Thrift
Plan $7,075; Mr. McCann, Thrift Plan--$7,075, Mr. Soutar--Thrift Plan--$7,075;
Mr. Evans--Thrift Plan--$7,075; Mr. Woodbury--Thrift Plan--$7,075; For 1992, Mr.
McGrath, life insurance--$11,838, DISCOP--$816, Thrift Plan $6,866; Mr. McCann,
Thrift Plan--$6,866, Mr. Soutar--Thrift Plan-- $6,866; Mr. Evans--Thrift
Plan--$6,293; Mr. Woodbury--Thrift Plan--$6,855.
 
                              EMPLOYMENT CONTRACTS
 
     Mr. McGrath has an agreement with the Company which provides for his
employment for an initial term from September 1, 1990 until August 31, 1995. Mr.
McGrath's employment is automatically extended on a year-to-year basis
thereafter subject to the right of either party to terminate the agreement, upon
at least twelve months' notice prior to the expiration of the initial five year
term or any one year extension. The agreement provides for Mr. McGrath to
receive an annual salary of $560,000 (effective September 1, 1993), plus annual
deferred compensation of $25,000 with interest. Mr. McGrath's salary is reviewed
annually by the Executive Personnel and Pension Committee and, with the
concurrence of the Board, may be increased as a result of that review. The
agreement also provides for the Company to purchase supplemental term life
insurance for Mr. McGrath, the premiums for which are included in the Summary
Compensation Table.
 
     Mr. McCann has an agreement with the Company which provides, effective
February 1, 1994, for an annual salary of $318,000, plus annual deferred
compensation of $50,000 with interest. Mr. McCann's salary is subject to an
annual review by the Executive Personnel and Pension Committee. His employment
may be terminated by either Mr. McCann or the Company, at any time, on written
notice to the other.
 
     Mr. Evans has an agreement with the Company which provides for his
employment until August 1994 at an annual salary of $286,000, effective
September 1, 1993. Mr. Evans' salary is subject to an annual review by the
Executive Personnel and Pension Committee. Following August 31, 1994, Mr. Evans'
employment may be terminated by either Mr. Evans or the Company, at any time, on
written notice to the other.
 
                                       18

<PAGE>   22
 
 
                       REPORT ON EXECUTIVE COMPENSATION
 
     The Company's executive compensation policies are administered by the
Executive Personnel and Pension Committee (the Committee) of the Board of
Trustees. The Committee is composed of six Trustees. All action by the Committee
pertaining to executive compensation is submitted to the full Board of Trustees
for approval. The Committee submits the following report related to compensation
matters for 1993.
 
     The Committee's compensation policy--The Committee believes that total
executive compensation should be such as to attract to the Company, motivate and
reasonably reward individuals of the highest professional and personal
qualifications and, at the same time, secure substantial and proportionate value
for the Company. Compensation of the Company's executive officers consists
primarily of base salary, which is reviewed by the Committee annually, and a
potential award under the Company's Executive Incentive Plan, which is described
under the caption "Long Term Incentive Plan" on page 23. In making its
recommendations to the Board of Trustees, with respect to salaries of officers
other than Mr. McGrath, and awards under the Executive Incentive Plan for
officers other than Mr. McGrath and Mr. McCann, the Committee considers
recommendations made to it by Mr. McGrath. With respect to Mr. McGrath's salary
and any award under the Executive Incentive Plan to him or Mr. McCann, the
Committee initiates the recommendation that it makes to the Board of Trustees.
 
     Individual performance is the primary factor considered in determining base
salary, within a range appropriate to that individual's position, although in
some cases corporate performance may also be relevant to base salary
determinations. Awards under the Executive Incentive Plan are based on both
individual and corporate performance. Base salary ranges are identified for the
Company's officers with reference to salaries paid by other utilities and
industry in general, as reflected in surveys by such organizations as the Edison
Electric Institute and in general industry studies conducted by compensation
consulting firms. These surveys are not identical to the surveys referred to in
the next paragraph. In addition, an attempt is made to assure internal equity by
maintaining appropriate salary relationships. Increases for individuals are
based on the current salary's relationship to the range for the position (but
not to any specific level within the range) and the individual's performance
with respect to the requirements of the individual's position.
 
     In considering the level of Mr. McGrath's compensation, the Committee
reviewed surveys of the compensation paid to the chief executive officers of
other utilities with revenues exceeding $2 billion and non-utility companies
with revenues of from $3 billion to $9 billion. The Committee does not target
Mr. McGrath's compensation to any specific level within the ranges of
 
                                       19

<PAGE>   23
 
compensation paid by these comparison companies but uses the surveys as
references. The utilities included in the surveys referred to in this paragraph
and the previous paragraph are some but not all of the utilities included in the
Standard & Poor's Utility Index shown on the performance graph on page 26. None
of the non-utility companies in the surveys are in the utility index.
 
     The Committee believes that an evaluation of corporate performance must
take account of many factors affecting the Company's operations, over some of
which management has total or considerable control and over others of which it
has little or no control. In this context it looks not only to current reported
financial operating results and financial condition (as reflected in such
factors as earnings per share, return on common equity, and debt ratings), but
also to a wide range of other information relating to the quality of service
provided to customers, the efficiency of operations, the development and
management of personnel and the effectiveness of management's efforts to
strengthen the Company for the future. In recommending the base salaries or
awards under the Executive Incentive Plan, the Committee does not have a
predetermined list of criteria nor does it have a formula for weighting or
applying the criteria the Committee members consider. The process is neither
arithmetic nor formulaic, but judgmental.
 
     1993 Base Salary Determinations--In 1993 individual performance and salary
ranges relevant to Company officers were the factors considered by the Committee
in determining the base salaries recommended for such individuals.
 
     1993 Executive Incentive Plan Awards--In recommending the amount awarded
under the Executive Incentive Plan for plan year 1993, the Committee considered
the following financial factors: earnings per share in 1993 of $2.66 were record
per share earnings and were 20 cents higher than 1992; controllable expenses
were less than budget and productivity gains in 1993 above the one percent
provided for in the Company's rate settlement agreements amounted to $29
million, which was retained by stockholders; the dividend increased; at December
31, 1993 the Common Stock price was slightly lower than at December 31, 1992;
over the five-year period ended December 31, 1993, and assuming the reinvestment
of all dividends in equivalent shares of stock, the value of an investment of
$100 in the Company's Common Stock increased to $193.00 compared to $203.50 for
the Standard & Poor's Utility Index and $196.90 for the Standard & Poor's 500
Stock Index; the Company remains one of the financially strongest utilities in
the country, at year's end the Company's senior debt continued to be rated
double A by Moody's and Standard & Poor's; the Company refunded in advance of
scheduled maturity $1.07 billion of bonds and debentures, resulting in an
estimated aggregate present value savings of approximately $100 million; and,
partially, as a result of the refundings, the Company's interest coverage
 
                                       20

<PAGE>   24
 
increased to 4.19 times, one of the highest in the industry. The Committee also
considered the following operating factors: the power generation and supply
system performed well in 1993; the Company received approximately $26.9 million
in fuel incentives under the three-year electric rate settlement approved by the
Public Service Commission in April 1992; Indian Point Unit No. 2 had the best
year (with a refueling outage) in its history and for the second consecutive
period received the highest rating given by the Institute of Nuclear Power
Operations; for the fourth year in a row the overall interruption rate on the
electric system was under 100 customers per thousand; the Company earned the
maximum $6.5 million for 1993 under the customer service incentive mechanism in
the electric rate settlement; the Enlightened Energy program exceeded the
targets for 1993 and as a result the Company earned $36 million in incentives
under the electric rate settlement; and the Company made continued progress in
its equal employment opportunity and affirmative action efforts.
 
     Based on the Committee's review of the Company's performance in 1993, as
reflected in the factors mentioned above, for 1993 the Committee recommended,
and the Board approved, that the total amount awarded under the Executive
Incentive Plan to all participants as a group be the maximum amount provided by
the Plan.
 
     CEO Compensation--In making its recommendations to the Board of Trustees
with respect to both the base salary and the Executive Incentive Plan award for
1993 of Mr. Eugene R. McGrath, the Committee considered among other things the
Company's financial operating results; the strength of its financial condition;
the efficiency and high level of reliability of the Company's generating system
during the year; the excellent performance of the Indian Point No. 2 Unit; the
Company's success in earning substantially the maximum incentives for customer
service, fuel economy and the Enlightened Energy program under the electric rate
settlement; the effectiveness with which Mr. McGrath has led the Company's
efforts to plan for the future; and levels of compensation of chief executive
officers of other companies included in the compensation surveys referred to in
the last paragraph on page 19.
 
                                       21

<PAGE>   25
 
     I.R.S. Limitations on Deductibility of Executive Compensation--Recent
federal legislation restricts the deductibility, for federal income tax
purposes, of certain executive compensation above a specified threshold. No
Company executives currently receive annual compensation reaching the threshold.
Nevertheless, the tax law provisions are complex, and under certain
circumstances could restrict the Company's deduction in a given year. The
Committee intends to take into account these tax law provisions in structuring
the Company's executive compensation in future years.
 
                                   The Executive Personnel and Pension Committee
                           

                                   E. Virgil Conway (Chairman)
                                   Gordon J. Davis
                                   Arthur Hauspurg
                                   Donald K. Ross
                                   Robert G. Schwartz
                                   Myles V. Whalen, Jr.
 
                                       22

<PAGE>   26
 
                            LONG TERM INCENTIVE PLAN
 
     The Company's Executive Incentive Plan is designed to provide executives
with incentives to achieve goals that are important to shareholders and
customers. Each year a maximum incentive fund is established by the Executive
Personnel and Pension Committee, subject to the approval of the Board of
Trustees based on the salaries of the eligible participants at the end of the
prior year. This maximum fund may not exceed one half of one percent of the
Company's net income for the year. It may be reduced or eliminated entirely as
recommended by the Committee, based upon the Committee's assessment of the
Company's performance during the year, and it is required to be eliminated in
any year in which the Company reduces or omits a dividend on its Common Stock.
Awards may be made by the Committee, subject to the approval of the Board, to
eligible executives based upon their performance during the year. Payment of
one-third of any award is deferred for five years (or until retirement, if
earlier) and is subject to forfeiture if the participant is terminated for cause
or resigns prior to reaching age 65 during the deferral period. A recipient may
elect to further defer the one-third, and to defer all or any part of the
remaining two-thirds of an award, for payment at or after retirement, or at some
earlier time. Portions of awards that are required to be deferred are treated
during the mandatory deferral period as if the portions were invested in Common
Stock of the Company and are credited with dividend equivalents and credited or
debited for increases or decreases in the market value of an equivalent number
of shares ("equivalent stock units"). Portions of awards voluntarily deferred
are similarly treated or are allocated to an interest account and credited with
interest, depending on an election made by the recipient prior to the award.
Those portions (two-thirds) of the plan year 1993 awards that are not required
to be deferred are shown in the Summary Compensation Table, above, under the
"bonus" column. The following table shows for those portions (one third) of the
plan year 1993 awards that were mandatorily deferred, the number of equivalent
stock units, and the mandatory deferral period. In 1993, the five-year deferral
period expired with respect to the mandatorily deferred awards made for 1987.
The accrued amount of these awards at January 1, 1993 is shown
 
                                       23

<PAGE>   27
 
in the Summary Compensation Table under "Long Term Incentive Plan Payouts."
Under Mr. McGrath's employment contract, mandatorily deferred awards are not
subject to forfeiture.
 

<TABLE>
<CAPTION>
                                        EXECUTIVE INCENTIVE PLAN--AWARDS FOR 1993
                                       --------------------------------------------
                                        NO. OF EQUIVALENT          PERIOD UNTIL
                                           STOCK UNITS              MATURATION
                                       --------------------    --------------------
          <S>                          <C>                     <C>
          Eugene R. McGrath.........           3,976           5 years
          Raymond J. McCann.........           1,984           5 years
          Charles F. Soutar.........           1,307           5 years
          J. Michael Evans..........           1,150           5 years
          T. Bowring Woodbury.......             597           5 years
</TABLE>

 
                                 PENSION PLANS
 
     The following table shows, for the salary levels and years of service
indicated, the annual pension benefit payable commencing at age 65 under the
Company's Retirement Plan for Management Employees (the "Management Plan"), a
funded, tax-qualified, defined benefit pension plan, and the Company's
Supplemental Retirement Income Plan, an unfunded, non-qualified plan (together
referred to as the "Plans"), as supplemented in the case of Messrs. McGrath,
McCann and Evans by separate agreements.
 
                               PENSION PLAN TABLE
 

<TABLE>
<CAPTION>
 FINAL                                          YEARS OF SERVICE
AVERAGE      --------------------------------------------------------------------------------------
 SALARY         15           20           25           30           35           40           45
- --------     --------     --------     --------     --------     --------     --------     --------
<S>          <C>          <C>          <C>          <C>          <C>          <C>          <C>
$ 50,000     $ 11,250     $ 15,000     $ 19,000     $ 24,000     $ 25,250     $ 26,500     $ 27,750
 100,000       24,569       32,758       41,448       52,137       54,637       57,137       59,637
 200,000       52,319       69,758       88,198      110,637      115,637      120,637      125,637
 300,000       80,069      106,758      134,948      169,137      176,637      184,137      191,637
 400,000      107,819      143,758      181,698      227,637      237,637      247,637      257,637
 500,000      135,569      180,758      228,448      286,137      298,637      311,137      323,637
 600,000      163,319      217,758      275,198      344,637      359,637      374,637      389,637
 700,000      191,069      254,758      321,948      403,137      420,637      438,137      455,637
 800,000      218,819      291,758      368,698      461,637      481,637      501,637      521,637
</TABLE>

 
                                       24

<PAGE>   28
 
The Plans provide pension benefits based on (i) the participant's highest
average salary for 60 consecutive months within the 120 consecutive months prior
to retirement ("final average salary"), (ii) the portion of final average salary
in excess of the Social Security taxable wage base in the year of retirement,
and (iii) the participant's length of service. Participants in the Plans whose
age and years of service equal 75 are entitled to an annual pension benefit for
life, payable in equal monthly installments. Participants may earn increased
pension benefits by working additional years. Benefits payable to a participant
who retires between ages 55 and 59 with less than 30 years of service are
subject to a reduction of 1 1/2 percent for each full year of retirement before
age 60. Early retirement reduction factors are not applied to pensions of
employees electing retirement at age 55 or older with at least 30 years of
service. However, benefits payable on the portion of final average salary in
excess of the Social Security taxable wage base to a participant who retires
before age 65 are subject to IRS reduction factors. The years of service covered
by the Plans are for Mr. McGrath, 31 years; Mr. McCann, 38 years; Mr. Soutar, 36
years; Mr. Evans, 20 years and Mr. Woodbury, 5 years. Current salary rates
covered by the Plans for Messrs. McGrath, McCann, Soutar, Evans and Woodbury are
$585,000, $368,000 $313,000, $286,000 and $254,000, respectively. The Plans
provide an annual adjustment equal to the lesser of 3% or 3/4 of the annual
increase in the Consumer Price Index to offset partially the effects of
inflation.
 
     Mr. McGrath's agreement provides that under certain circumstances, if he
elects upon termination of his employment to defer the commencement of his
pension as permitted by the Plans, the Company will accrue and later pay with
interest the amounts which Mr. McGrath would have been entitled during the
deferral period to receive under the Plans, as supplemented by his agreement.
 
                                       25

<PAGE>   29
 
PERFORMANCE GRAPH
 
     The following performance graph compares the Company's cumulative total
stockholder return on its common stock for a five year period (December 31, 1988
to December 31, 1993) with the cumulative total return of the Standard & Poor's
Utility index and the Standard & Poor's 500 Stock index.
 
                COMPARISON OF FIVE YEAR TOTAL CUMULATIVE RETURN*
 
             CON EDISON, S&P UTILITY INDEX AND S&P 500 STOCK INDEX
                     DECEMBER 31, 1988 TO DECEMBER 31, 1993

                                    (chart)
 

<TABLE>
<CAPTION>
      Measurement Period
    (Fiscal Year Covered)         Con Edison      S&P Utility       S&P 500
          <S>                       <C>              <C>             <C>
          1988                      100              100             100
          1989                      134.0            147.6           131.7
          1990                      117.4            144.1           127.6
          1991                      152.7            164.5           166.4
          1992                      185.5            177.9           179.1
          1993                      193.0            203.5           196.9
</TABLE>
                         
 
* Based on $100 invested at December 31, 1988; reinvestment of all dividends in
  equivalent shares of stock; and market price changes on all such shares.
 
                                       26

<PAGE>   30
 
  CERTAIN INFORMATION AS TO INSURANCE
 
     No stockholder action is required with respect to the following information
which is included to fulfill the requirements of Section 726 of the Business
Corporation Law of the State of New York. Effective December 2, 1993, the
Company purchased insurance providing for reimbursement, with certain exclusions
and deductions, to (a) the Company for payments it makes to indemnify Trustees,
directors, officers and assistant officers of the Company and its subsidiaries
and (b) Trustees, directors, officers and assistant officers for losses, costs
and expenses incurred by them in actions brought against them in connection with
their acts in those capacities for which they are not indemnified by the
Company. The insurers are: Aetna Casualty and Surety Company, A.C.E. Insurance
Company, Ltd., Federal Insurance Company, X.L. Insurance Company, Ltd. and
Zurich Insurance Company. The cost of this insurance was $1,372,975 for a one
year term. The Company also purchased from Federal Insurance Company, Aetna
Casualty and Surety Company and A.C.E. Insurance Company, Ltd. additional
insurance coverage, for one year effective January 1, 1994, insuring the
Trustees, officers and employees of the Company and certain other parties
against certain liabilities which could arise in connection with the
administration of the Company's employee benefit plans. The cost of such
coverage was $270,575.
 
                                       27

<PAGE>   31
 
STOCKHOLDER PROPOSALS FOR 1995 ANNUAL MEETING
 
     In order to be included in the Company's proxy statement and form of proxy
relating to the 1995 Annual Meeting, stockholder proposals must be received by
the Company at its principal office at 4 Irving Place, New York, New York 10003
by December 5, 1994.
 
OTHER MATTERS TO COME BEFORE THE MEETING
 
     Management intends to bring before the meeting only the election of
Trustees and Proposal No. 1 above and knows of no matters to come before the
meeting other than the matters set forth herein. If other matters or motions
come before the meeting (including two proposals offered by stockholders that
have been omitted from this proxy statement pursuant to applicable regulations),
it is the intention of the persons named in the accompanying form of proxy to
vote such proxy in accordance with their judgment on such matters or motions,
including any matters dealing with the conduct of the meeting.
 
     PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE
ENCLOSED POSTAGE PAID ENVELOPE. Stockholders planning to attend the meeting but
choosing not to return the proxy card should send a note requesting an admission
ticket in the envelope provided.
 
                                              By Order of the Board of Trustees,
 
                                                        ARCHIE M. BANKSTON
                                                            Secretary
 
New York, N.Y.
April 4, 1994
 
                                       28

<PAGE>   32
                                                                      Con Edison
                                                                          (LOGO)
 
                                              LETTER TO
Con Edison                                    STOCKHOLDERS
(LOGO)

                                              NOTICE OF 1994
                                              ANNUAL MEETING
                                              AND
                                              PROXY STATEMENT
 
                                              MAY 16, 1994
                                              THE PARAMOUNT
                                              MADISON SQUARE
                                              GARDEN CENTER

<PAGE>   33
Consolidated Edison Company of New York, Inc.
$5 CUMULATIVE PREFERRED STOCK

THIS PROXY IS SOLICITED ON BEHALF 
OF THE BOARD OF TRUSTEES

Please date and sign on reverse side.  To vote in accordance with the
recommendations of the Board of Trustees no boxes need be checked.

The undersigned hereby appoints E. Virgil Conway, Donald K. Ross, Raymond J.
McCann and T. Bowing Woodbury, II, and each or any of them with power of
substitution, proxies to vote all stock of the undersigned (including any
shares held through the Compnay's Automatic Dividend Reinvestment and Cash
Payment Plan) at the Annual Meeting of Stockholders on Monday, May 16, 1994 at
1:30 P.M. at The Paramount, Madison Square Garden Center, Seventh Avenue
between 31st and 33rd Streets, New York, N.Y. or at any adjournments thereof,
as specified on the reverse side in the election of Trustee and on the
proposals more fully set forth in the proxy statement, and in their discretion
on any matters that may come before the meeting.

Your vote for the election of Trustees may be indicated on the reverse side. 
Nominees are E.V. Conway, G.J. Davis, R.M. Davis, E.V. Futter, A. Hauspurg,
P.W. Likins, R.J. McCann, E.R. McGrath, F.P. Rose, D.K. Ross, R.G. Schwartz,
R.A. Voell and M.V. Whalen, Jr.

THIS PROXY WILL BE VOTED AS DIRECTED ON THE REVERSE SIDE, BUT IF NO CHOICE IS
MADE, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES FOR TRUSTEES
LISTED ABOVE; "FOR" PROPOSAL 1; AND "AGAINST" PROPOSALS 2 AND 3.

CON EDISON (logo)


CON EDISON (logo)
Consolidated Edison Company of New York, Inc.
4 Irving Place, New York, N.Y. 10003

A
pril 4, 1994

ADDRESS LINE 1
ADDRESS LINE 2
ADDRESS LINE 3
ADDRESS LINE 4
ADDRESS LINE 5
ADDRESS LINE 6

BELOW IS YOUR PROXY CARD.  PLEASE READ BOTH SIDES, SIGN, VOTE AND RETURN IT IN
THE ENCLOSED ENVELOPE.

The Board of Directors Recommends a Vote FOR the Following:

    ELECTION OF TRUSTEES 
           FOR                                WITHHELD
 all nominees listed on the           Authority to vote for all             
reverse side (except as marked     registrants on the reverse side
   to the contrary below)
           / /                                  / /

(INSTRUCTION: To withhold authority to vote for any individual nominee(s),
write that nominees name in the space provided below.)

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

(1) Ratification of appointment of independent accountants.

FOR      AGAINST      ABSTAIN
/ /        / /          / /

The Board of Trustees Recommends a Vote AGAINST the Following Shareholder
Proposals (Nos. 2 and 3):
                                FOR     AGAINST     ABSTAIN
(2) Cumulative voting:          / /       / /         / /

(3) Additional compensation     FOR     AGAINST     ABSTAIN
    information.                / /       / /         / /

If you plan to attend the meeting and want an admission ticket, check here. / /

PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY.

PLEASE Mark Your Ballet /X/

- ----------------------------------------------------------- --------, 1994
SIGNATURE(S) OF STOCKHOLDER(S)                              DATED

SIGNATURE(S) SHOULD CORRESPOND WITH THE NAME(S) AS PRINTED.  NO WITNESS IS
REQUIRED.

<PAGE>   34
Consolidated Edison Company of New York, Inc.
COMMON STOCK

THIS PROXY IS SOLICITED ON BEHALF 
OF THE BOARD OF TRUSTEES

Please date and sign on reverse side.  To vote in accordance with the
recommendations of the Board of Trustees no boxes need be checked.

The undersigned hereby appoints E. Virgil Conway, Donald K. Ross, Raymond J.
McCann and T. Bowing Woodbury, II, and each or any of them with power of
substitution, proxies to vote all stock of the undersigned (including any
shares held through the Compnay's Automatic Dividend Reinvestment and Cash
Payment Plan) at the Annual Meeting of Stockholders on Monday, May 16, 1994 at
1:30 P.M. at The Paramount, Madison Square Garden Center, Seventh Avenue
between 31st and 33rd Streets, New York, N.Y. or at any adjournments thereof,
as specified on the reverse side in the election of Trustee and on the
proposals more fully set forth in the proxy statement, and in their discretion
on any matters that may come before the meeting.

Your vote for the election of Trustees may be indicated on the reverse side. 
Nominees are E.V. Conway, G.J. Davis, R.M. Davis, E.V. Futter, A. Hauspurg,
P.W. Likins, R.J. McCann, E.R. McGrath, F.P. Rose, D.K. Ross, R.G. Schwartz,
R.A. Voell and M.V. Whalen, Jr.

THIS PROXY WILL BE VOTED AS DIRECTED ON THE REVERSE SIDE, BUT IF NO CHOICE IS
MADE, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES FOR TRUSTEES
LISTED ABOVE; "FOR" PROPOSAL 1; AND "AGAINST" PROPOSALS 2 AND 3.

CON EDISON (logo)


CON EDISON (logo)
Consolidated Edison Company of New York, Inc.
4 Irving Place, New York, N.Y. 10003

April 4, 1994

ADDRESS LINE 1
ADDRESS LINE 2
ADDRESS LINE 3
ADDRESS LINE 4
ADDRESS LINE 5
ADDRESS LINE 6

BELOW IS YOUR PROXY CARD.  PLEASE READ BOTH SIDES, SIGN, VOTE AND RETURN IT IN
THE ENCLOSED ENVELOPE.

The Board of Directors Recommends a Vote FOR the Following:

    ELECTION OF TRUSTEES 
            FOR                               WITHHELD
  all nominees listed on the          Authority to vote for all             
reverse side (except as marked     registrants on the reverse side
    to the contrary below)
            / /                                 / /

(INSTRUCTION: To withhold authority to vote for any individual nominee(s),
write that nominees name in the space provided below.)

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

(1) Ratification of appointment of independent accountants.

FOR      AGAINST      ABSTAIN
/ /        / /          / /

The Board of Trustees Recommends a Vote AGAINST the Following Shareholder
Proposals (Nos. 2 and 3):
                                FOR     AGAINST     ABSTAIN
(2) Cumulative voting:          / /       / /         / /

(3) Additional compensation     FOR     AGAINST     ABSTAIN
    information.                / /       / /         / /

If you plan to attend the meeting and want an admission ticket, check here. / /

PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY.

PLEASE Mark Your Ballet /X/

- ----------------------------------------------------------- --------, 1994
SIGNATURE(S) OF STOCKHOLDER(S)                              DATED

SIGNATURE(S) SHOULD CORRESPOND WITH THE NAME(S) AS PRINTED.  NO WITNESS IS
REQUIRED.