Consolidated Edison, Inc.

View:

Rule 424(b)(2)
File Nos. 33-62266 & 33-64657

Subject to Completion, dated February 23, 1996

PROSPECTUS SUPPLEMENT
(To Prospectus dated December 8, 1995)

$200,000,000
Consolidated Edison Company of New York, Inc.
____% Quarterly Income Capital Securities (QUICS sm)
(Series A Subordinated Deferrable Interest Debentures)

The % Quarterly Income Capital Securities (Series A
Subordinated Deferrable Interest Debentures) (the "Capital
Securities") are unsecured debt securities of Consolidated Edison
Company of New York, Inc. ("Con Edison") which will mature on
March 31, 2031. Interest on the Capital Securities is payable on
March 31, 1996 and thereafter quarterly, on March 31, June 30,
September 30 and December 31 of each year, except under
circumstances described herein during and under which payment of
interest on the Capital Securities may be deferred. The Capital
Securities may be redeemed at the option of Con Edison on or
after March 31, 2001, or at any time after the occurrence of a
Tax Event (as defined herein), at 100% of the principal amount to
be redeemed together with accrued interest to the redemption
date.

The obligations of Con Edison under the Capital Securities
are subordinate and junior in right of payment to Senior
Indebtedness (as defined in the accompanying Prospectus) of Con
Edison. As of September 30, 1995, outstanding Senior
Indebtedness of Con Edison aggregated approximately $4.1 billion.

The Capital Securities will be available for purchase in
denominations of $25 and any integral multiple thereof. Each $25
principal amount of Capital Securities is referred to herein as a
"Capital Security." The Capital Securities will be represented by
one or more Global Securities registered in the name of Cede &
Co., as nominee for The Depository Trust Company which has agreed
to act as securities depositary for the Capital Securities
("DTC"). Except under the limited circumstances described
herein, beneficial interests in Capital Securities will be shown
only on records maintained by, transfers of Capital Securities
will be effected only through, and payments of principal of and
interest on Capital Securities will be made only through, DTC or
a successor depositary appointed by Con Edison, and participants
therein. See "See "Certain Terms of the Capital Securities -
Book-Entry System."

Application will be made to have the Capital Securities
listed on the New York Stock Exchange.

See "Investment Considerations" for certain information
relevant to an investment in the Capital Securities, including
the period and circumstances during and under which payment of
interest on the Capital Securities may be deferred and the
related United States federal income tax consequences.
____________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS TO WHICH IT RELATES. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
_________________________________________________________________
Price to Underwriting Proceeds to
Public (1) Discount (2)(3) Con Edison (3)(4)
_________________________________________________________________
Per Capital Security $ $ $
_________________________________________________________________
Total $ $ $
_________________________________________________________________
(1) Plus accrued interest, if any, from the date of original
issuance.
(2) Con Edison has agreed to indemnify the several Underwriters
against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
(3) The Underwriting Discount will be $___ for each Capital
Security sold to certain institutions. Therefore, to the
extent that Capital Securities are sold to such
institutions, the actual Underwriting Discount will be less
than, and the Proceeds to Con Edison will be greater than,
the amounts shown.
(4) Before deducting estimated expenses of $___ payable by Con
Edison.
____________________

The Capital Securities are offered severally by the
Underwriters, as specified herein, subject to receipt and
acceptance by them and subject to their right to reject any order
in whole or in part. It is expected that the Capital Securities
will be ready for delivery in New York, New York, on or about
March ___, 1996.

____________________

LEHMAN BROTHERS
DEAN WITTER REYNOLDS INC.
A.G. EDWARDS & SONS, INC.
MERRILL LYNCH & CO.
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
SMITH BARNEY INC.

February ___, 1996
________
sm QUICS is a service mark of Lehman Brothers Inc.

This preliminary Prospectus Supplement and the information
contained herein are subject to completion or amendment and
prospective purchasers are referred to the related final
Prospectus Supplement for definitive information on any matter
contained herein. Neither this preliminary Prospectus Supplement
nor the Prospectus shall constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.

SELECTED INFORMATION

The following information is qualified in its entirety by,
and should be considered in conjunction with, the information
appearing elsewhere in this Prospectus Supplement or the
accompanying Prospectus, including documents incorporated by
reference therein.

THE OFFERING

Securities offered $ aggregate principal
amount of Capital Securities.

Use of Proceeds To retire preferred stock
purchased pursuant to Con
Edison's Offer to Purchase,
dated January 29, 1996, and to
redeem other series of Con Edison
preferred stock.

CON EDISON

Business and
Service Area Supplies electric service in, and
gas service in parts of, New York
City and Westchester County and
supplies steam service in parts
of Manhattan. In 1994, electric,
gas and steam operating revenues
were 80.6%, 14.0% and 5.4%,
respectively, of Con Edison's
operating revenues.

Service Area Population Approximately 8.3 million.

Customers Electric 2,980,026, Gas 1,031,675
and Steam 1,964. (1994 average)

FINANCIAL INFORMATION

============================================================================================================
Twelve Months Ended Year Ended December 31,
(Dollars in Millions) September 30, 1995 1994 1993 1992 1991 1990
- ----------------------------------------------------------------------------------------------------------

Operating revenues $6,469.8 $ 6,373.1 $ 6,265.4 $ 5,932.9 $ 5,873.1 $ 5,738.9
Fuel 500.0 567.8 605.2 710.3 879.4 997.6
Purchased power 1,050.9 787.5 812.6 606.8 561.2 437.4
Gas purchased for resale 246.6 341.2 289.7 245.2 223.4 254.2
Operating income 1,043.5 1,036.2 951.1 880.4 813.1 800.8
Net income for common stock 693.0 698.7 622.9 567.7 530.1 534.4

Ratio of earnings to fixed charges 4.32 4.58 4.19 3.93 3.73 4.07

CAPITALIZATION

As of September 30, 1995 (Unaudited)
Actual Ratio Adjusted(a) Ratio

(Dollars in Millions)

Long-term Debt $ 4,020.2 39.4% $4,220.2 41.5%
Preferred Stock 640.0 6.3 420.0 4.1
Common Equity 5,538.2 54.3 5,538.2 54.4
Total Capitalization $10,198.4 100.0% $10,178.4 100.0%

____________________
(a) Adjusted to reflect the issuance of $200 million aggregate
principal amount of Capital Securities and the use of the
proceeds from the issuance thereof to retire preferred stock
purchased pursuant to Con Edison's Offer to Purchase, dated
January 29, 1996, and to redeem other series of Con Edison
preferred stock. Also, reflects Con Edison taking certain
actions, required by the State of New York Public Service
Commission in connection with its approval of this refunding, to
offset the increase to common equity that would otherwise result
from the refunding. The actual amount of Capital Securities to
be issued and preferred stock to be retired will depend on the
aggregate amount of preferred stock purchased pursuant to Con
Edison's Offer to Purchase or redeemed.

S-2

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY
OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE
MARKET PRICE OF THE CAPITAL SECURITIES AT A LEVEL ABOVE THAT
WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

INVESTMENT CONSIDERATIONS

Prospective purchasers of Capital Securities should
carefully review the information contained elsewhere in this
Prospectus Supplement and in the accompanying Prospectus and
should particularly consider the following matters:

Option to Extend Interest Payment Period. Con Edison may at
any time and from time to time during the term of the Capital
Securities defer payment of interest on the Capital Securities
for a period not exceeding 20 consecutive quarters. At the end
of any such period, Con Edison shall pay all accrued and unpaid
interest on the Capital Securities (together with interest
thereon). During any such period, Con Edison shall not declare
or pay any dividend on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock.
For the twelve months ended September 30, 1995, Con Edison had
unaudited net income of $728.6 million and paid an aggregate of
$512.5 million of dividends on its capital stock. See "Certain
Terms of the Capital Securities -- Option to Extend Interest
Payment Period."

Because Con Edison may so defer payment of interest, the
Capital Securities will be treated for United States federal
income tax purposes as having been issued with original issue
discount. If Con Edison were to defer payment of interest, such
original issue discount would continue to be included for United
States federal income tax purposes in the gross income of holders
of Capital Securities even though the holders would not on a
current basis be receiving cash from Con Edison related to such
income. To receive this cash from Con Edison, holders must not
dispose of their Capital Securities prior to the record date for
payment of interest at the end of the deferral period. See
"Certain United States Federal Income Tax Consequences" and
"Certain Terms of the Capital Securities -- Interest Paid to
Registered Holders on Record Date."

Subordination of Capital Securities. The obligations of Con
Edison under the Capital Securities are subordinate and junior in
right of payment to Senior Indebtedness of Con Edison. As of
September 30, 1995, outstanding Senior Indebtedness of Con Edison
aggregated approximately $4.1 billion. There are no terms in the
Capital Securities that limit Con Edison's ability to incur
additional indebtedness, including indebtedness that ranks senior
to the Capital Securities. See "Certain Terms of the Capital
Securities -- Subordination."

Tax Event Redemption. At any time after the occurrence of a
Tax Event, Con Edison may redeem the Capital Securities, in whole
but not in part, at 100% of the principal amount together with
accrued interest to the redemption date. See "Certain Terms of
the Capital Securities -- Tax Event Redemption."

USE OF PROCEEDS

It is expected that the proceeds to be received by Con
Edison will be applied to purchase and retire preferred stock
tendered and accepted for payment pursuant to Con Edison's Offer
to Purchase, dated January 29, 1996; to redeem other series of
Con Edison preferred stock; and to pay related expenses.

RECENT DEVELOPMENTS

On January 23, 1996, Con Edison announced unaudited net
income for common stock in 1995 of $688.3 million compared with
$698.7 million in 1994. For the quarter ended December 31, 1995,
unaudited net income for common stock was $104.2 million compared
with $109.0 million in the corresponding 1994 period.

S-3

CERTAIN TERMS OF THE CAPITAL SECURITIES

The following description of specific terms of the Capital
Securities should be read in conjunction with the description of
the general terms and provisions set forth in the accompanying
Prospectus under the caption "Description of Securities." The
following summary does not purport to be complete and is subject
to, and qualified in its entirety by reference to, the
accompanying Prospectus and the Indenture referred to therein
(the "Indenture").

Maturity

Con Edison shall pay the principal on the Capital Securities
on their maturity date, March 31, 2031, unless the Capital
Securities are redeemed prior thereto. See "Redemption" and "Tax
Event Redemption," below.

Interest

Con Edison shall pay interest on the Capital Securities at
the rate per annum stated on the first page of this Prospectus
Supplement. Such interest will accrue from the date of original
issuance of the Capital Securities or from the most recent
interest payment date through which interest has been paid (as
the case may be) and, except as described below under "Option to
Extend Interest Payment Period," is payable on March 31, 1996 and
thereafter quarterly on March 31, June 30, September 30 and
December 31 of each year until the date on which the principal on
the Capital Securities is paid. The amount of interest payable
for any period will be computed on the basis of a 360-day year of
twelve 30-day months.

Option to Extend Interest Payment Period

Con Edison may at any time and from time to time during the
term of the Capital Securities extend the interest payment period
to a period not exceeding 20 consecutive quarters (an "Extension
Period") by electing to not pay interest on the Capital
Securities on an interest payment date. If Con Edison were to
initiate an Extension Period, all interest on the Capital
Securities that would otherwise have been payable during such
period (together, to the extent permitted by applicable law, with
interest thereon at the same rate per annum as stated on the
first page of this Prospectus Supplement) would be payable on the
interest payment date that occurs on the day immediately
following the end of any such Extension Period. During any such
Extension Period, Con Edison shall not declare or pay any
dividend on, or redeem, purchase, acquire or make a liquidation
payment with respect to, any of its capital stock. Prior to the
end of any such Extension Period, Con Edison may further extend
the interest payment period, provided that such Extension Period,
together with all such previous and further extensions thereof,
may not exceed 20 consecutive quarters or extend beyond the
maturity of the Capital Securities. Upon the end of any
Extension Period and the payment of all amounts then due, Con
Edison may initiate a new Extension Period, provided that such
new Extension Period, together with any extension thereof, may
not exceed 20 consecutive quarters or extend beyond the maturity
of the Capital Securities. No interest on the Capital Securities
shall be due and payable during an Extension Period, and the
failure to pay interest during any such period shall not be an
Event of Default. See "Description of Securities - Default and
Certain Rights on Default" in the accompanying Prospectus.

Con Edison shall give the holders of the Capital Securities
notice of its initiation or extension of any such Extension
Period not later than ten Business Days (as defined herein) prior
to the earlier of (i) the record date for the first interest
payment that, absent such initiation or extension, would
otherwise be due, or (ii) if applicable, the date Con Edison is
required to give notice to the New York Stock Exchange or other
self-regulatory organization of such record date.

Interest Paid to Registered Holders on Record Date.

Interest payable on an interest payment date, including any
interest payable at the end of an Extension Period, will be paid
to registered holders of Capital Securities at the close of
business on the fifteenth day of the month in which such interest
payment date occurs. See "Book-Entry System," below.

In the event that any interest payment date is not a
Business Day, then payment of the interest payable on such date
will be made on the next succeeding day which is a Business Day
(and without any interest or other payment in respect of any such
delay), except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same
force and effect as if made on such interest payment date. A
"Business Day" shall mean any day other than a day on which
banking institutions in New York City are authorized or obligated
by law to close.

S-4

Subordination

The Capital Securities are subordinated securities, and the
obligations of Con Edison to pay the principal thereof and the
interest thereon are subordinate and junior in right of payment
to Senior Indebtedness of Con Edison. See "Description of
Securities -- Subordination" in the accompanying Prospectus.

Redemption

Con Edison may at its option redeem the Capital Securities,as
a whole at any time, or in part from time to time, on or after
March 31, 2001 at 100% of the principal amount of the Capital
Securities to be redeemed together with unpaid accrued interest
to date fixed for redemption.

Tax Event Redemption

At any time after the occurrence of a Tax Event, Con Edison
may at its option redeem the Capital Securities, in whole but not
in part, at 100% of the principal amount of the Capital
Securities together with unpaid accrued interest to the date
fixed for redemption.

"Tax Event" means the receipt by Con Edison of an opinion of
counsel experienced in such matters to the effect that, as a
result of (a) any amendment to, clarification of, or change
(including any announced prospective change) in, the laws or
treaties (or any regulations thereunder) of the United States or
any taxing authority thereof or therein affecting taxation, (b)
any judicial decision or any official administrative
pronouncement, ruling, regulatory procedure, notice or
announcement (including any notice or announcement of intent to
issue or adopt any such administrative pronouncement, ruling,
regulatory procedure or regulation) (each, an "Administrative
Action"), or (c) any amendment to, clarification of, or change in
the official position or the interpretation of any such
Administrative Action or judicial decision or any interpretation
or pronouncement that provides for a position with respect to
such Administrative Action or judicial decision that differs from
the theretofore generally accepted position, in each case by any
legislative body, court, governmental authority or regulatory
body, irrespective of the manner in which such amendment,
clarification or change is made known, which amendment,
clarification or change is effective, which Administrative Action
is taken or which judicial decision is issued, in each case on or
after the date of issuance of the Capital Securities, there is
more than an insubstantial risk that interest payable by Con
Edison on the Capital Securities is not, or will not be, fully
deductible for United States federal income tax purposes.

Book-Entry System

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

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

DTC is a limited-purpose trust company organized under the
New York Banking Law, a "banking organization" within the meaning
of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code, and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934. DTC holds securities that its participants
("Direct Participants") deposit with DTC. DTC also facilitates
the settlement among Direct Participants of securities
transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in
Direct Participants' accounts, thereby eliminating the need for
physical movement of securities certificates. Direct
Participants include securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other
organizations. DTC is owned by a number of its Direct
Participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc., and the National Association of
Securities Dealers, Inc. Access to the DTC system is also
available to others such as securities brokers and dealers,
banks, and trust companies that clear through or maintain a
custodial relationship with a Direct Participant, either directly
or indirectly ("Indirect Participants" and together with Direct
Participants, "Participants"). The Rules applicable to DTC and
its Participants are on file with the Securities and Exchange
Commission.
S-5

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

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

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

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

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

DTC may discontinue providing its services as securities
depositary with respect to the Capital Securities at any time by
giving reasonable notice to Con Edison. Under such
circumstances, in the event that a successor securities
depositary is not obtained, Capital Security certificates are
required to be printed and delivered.

Con Edison may decide to discontinue use of the system of
book-entry transfers through DTC (or a successor securities
depositary). In that event, Capital Security certificates will
be printed and delivered.

The information in this section concerning DTC and DTC's
book-entry system is based upon information obtained from DTC,
and neither Con Edison, the Underwriters nor the Trustee takes
any responsibility for the accuracy thereof.

Neither Con Edison, the Trustee nor the Underwriters will
have any responsibility or obligation to Participants, or the
persons for whom they act as nominees, with respect to the
accuracy of the records of DTC, its nominee or any Participant
with respect to any ownership interest in the Capital Securities,
or payments to, or the providing of notice for, Participants or
Beneficial Owners.
S-6

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following summary describes certain United States
federal income tax considerations that may be relevant to
prospective purchasers of Capital Securities and represents the
opinion of Reid & Priest LLP, special tax counsel to Con Edison,
insofar as it relates to matters of law and legal conclusions.
This section is based upon the current provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), existing and
proposed regulations thereunder and current administrative
rulings and court decisions, all of which are subject to change.
Subsequent changes may cause tax consequences to vary
substantially from the consequences described below.

No attempt has been made in this section to discuss all
United States federal income tax matters affecting purchasers of
Capital Securities. Moreover, the discussion addresses only
Capital Securities held as capital assets and purchased pursuant
to their initial offering, and does not deal with special
situations, such as dealers in securities or currencies,
financial institutions, life insurance companies, persons holding
Capital Securities as part of a hedging or conversion transaction
or straddle, or United States Holders (as defined herein) whose
"functional currency" is not the United States dollar.
Accordingly, each prospective purchaser of Capital Securities
should consult, and should depend on, his or her own tax advisor
in analyzing the federal, state, local and foreign tax
consequences of the purchase, ownership or disposition of Capital
Securities.

United States Holders

For purposes of this discussion, a "United States Holder" is
any beneficial owner that is (i) a citizen or resident of the
United States, (ii) a corporation, partnership or other entity
created or organized in or under the laws of the United States or
any political subdivision thereof, or (iii) an estate or trust
the income of which is subject to United States federal income
taxation regardless of its source.

Original Issue Discount. Under the terms of the Capital
Securities, Con Edison has the option to defer payment of
interest. See "Certain Terms of the Capital Securities -- Option
to Extend Interest Payment Period." As a result, the Capital
Securities will be subject to the original issue discount rules
of Code sections 1271 et seq. and the Treasury regulations
thereunder. Under these rules, interest on the Capital
Securities will be included as original issue discount ("OID") in
the income of a United States Holder as it accrues on an economic
accrual basis rather than when it is paid, regardless of the
United States Holder's regular method of accounting for tax
purposes. During any Extension Period, a United States Holder
will be required to continue to include OID in income,
notwithstanding the fact that Con Edison will not make any
interest payments on the Capital Securities during such period.
In addition, the amount of OID will be increased or decreased if
the "issue price" of the Capital Securities (i.e., the price to
public set forth on the cover page of this Prospectus Supplement)
is less than or greater than their stated principal amount. In
the event that the issue price of the Capital Securities is less
than their stated principal amount, Treasury regulations may be
read to require a recalculation of the amount of OID for each
period that Con Edison does not exercise its option to defer
payment of interest. This recalculation could result in minor
adjustments to the amount of OID taxable to a United States
Holder for such period.

Sale or Exchange of the Capital Securities. A United States
Holder will generally recognize gain or loss on the sale or other
disposition of the Capital Securities equal to the difference
between the amount realized from the sale or other disposition
and such Holder's adjusted tax basis in the Capital Securities.
A United States Holder's adjusted tax basis in the Capital
Securities will, in general, be the purchase price of the Capital
Securities, increased by the OID previously included in income by
the United States Holder, and reduced by any payments on the
Capital Securities. Such gain or loss will be capital gain or
loss, and will be long-term capital gain or loss if the Capital
Securities have been held for more than one year. Under current
law, net capital gains of individuals are, under certain
circumstances, taxed at lower rates than items of ordinary
income. The deductibility of capital losses is subject to
limitations.

S-7

Non-United States Holders

For purposes of this discussion, a "non-United States
Holder" is any holder that is not a United States Holder.

Under current United States federal income tax law, subject
to the discussion below captioned "Backup Withholding and
Information Reporting":

(i) Payments on the Capital Securities by Con Edison or
any of its paying agents to a non-United States Holder will not
be subject to withholding of United States federal income tax
provided that (a) the beneficial owner of the Capital Securities
does not actually or constructively own 10% or more of the total
combined voting power of all classes of stock of Con Edison that
are entitled to vote, (b) the beneficial owner of the Capital
Securities is not a controlled foreign corporation that is
related to Con Edison through stock ownership and (c) either (x)
the beneficial owner of the Capital Securities certifies to Con
Edison or its agent, under penalties of perjury, that it is not a
United States person, citizen or resident and provides its name
and address or (y) the holder of the Capital Securities is a
securities clearing organization, bank or other financial
institution that holds customers' securities in the ordinary
course of its trade or business (a "financial institution"), and
such financial institution certifies to Con Edison or its agent,
under penalties of perjury, that such certification has been
received from the beneficial owner by it or by another financial
institution between it and the beneficial owner and furnishes Con
Edison or its agent with a copy thereof; and

(ii) a non-United States Holder of Capital Securities
will generally not be subject to United States federal income tax
on any gain realized on the sale or exchange of Capital
Securities unless (a) the gain is effectively connected with the
conduct of a trade or business within the United States by the
non-United States Holder, or (b) in the case of a non-United
States Holder who is a non-resident alien individual, such holder
is present in the United States for 183 days or more in the
taxable year of sale and either has a "tax home" in the United
States or certain other requirements are met.

Backup Withholding and Information Reporting

In general, information reporting requirements will apply to
payments of principal and interest on the Capital Securities, and
the proceeds of the sale of Capital Securities within the United
States, with respect to non-corporate United States Holders, and
"backup withholding" at a rate of 31% will apply to such payments
if the United States Holder fails to provide an accurate taxpayer
identification number or certification of exempt status or fails
to report all interest and dividends required to be shown on its
federal income tax returns.

Information reporting and backup withholding will not apply
to payments of principal and interest made by Con Edison or a
paying agent to a non-United States Holder on the Capital
Securities if the certification described in clause (i)(c) under
the caption "Non-United States Holders" above is received,
provided that the payor does not have actual knowledge that the
beneficial owner is a United States person.

Payments of the proceeds from the sale by a non-United
States Holder of Capital Securities made to or through a foreign
office of a broker will not be subject to information reporting
or backup withholding, except that if the broker is, for United
States federal income tax purposes, a United States person, a
controlled foreign corporation or a foreign person 50% or more of
whose gross income is effectively connected with a United States
trade or business for a specified three-year period, information
reporting may apply to such payments. Payments of the proceeds
from the sale of Capital Securities to or through the United
States office of a broker is subject to information reporting and
backup withholding unless the non-United States Holder or
beneficial owner certifies as to its non-United States status or
otherwise establishes an exemption from information reporting and
backup withholding.

Any amounts withheld under the back-up withholding rules
will be allowed as a credit or refund against such holder's
United States federal income tax liability provided the required
information is furnished to the United States Internal revenue
Service.
S-8

UNDERWRITING

The Underwriters named below, acting through their
Representatives, Lehman Brothers Inc., Dean Witter Reynolds Inc.,
A.G. Edwards & Sons, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, PaineWebber Incorporated, Prudential Securities
Incorporated and Smith Barney Inc., have severally agreed to
purchase from Con Edison the respective principal amounts of
Capital Securities set forth below opposite their names:

Underwriter Principal Amount

Lehman Brothers Inc. $
Dean Witter Reynolds Inc.
A.G. Edwards & Sons, Inc.
Merrill Lynch, Pierce, Fenner
& Smith Incorporated
PaineWebber Incorporated
Prudential Securities Incorporated
Smith Barney Inc.

______________

$
______________

The Underwriting Agreement provides that the obligations of
the Underwriters are subject to certain conditions precedent, and
that the Underwriters will be obligated to purchase all of the
Capital Securities if any are purchased.

Con Edison has been advised by the several Underwriters that
they propose to offer the Capital Securities to the public
initially at the price to public set forth on the cover page of
this Prospectus Supplement and to certain dealers at such price
less a concession not in excess of $___ per Capital Security;
that the Underwriters and such dealers may reallow a discount not
in excess of $___ per Capital Security on sales to certain other
dealers; and that after the initial public offering, the price to
public and other selling terms may be changed by the
Underwriters.

The Capital Securities are a new issue of securities with no
established trading market. Con Edison will apply to have the
Capital Securities listed on the New York Stock Exchange. Con
Edison has been advised by the Underwriters that, to meet one of
the requirements for listing the Capital securities on the New
York Stock Exchange, the Underwriters will endeavor to sell lots
of 100 or more Capital securities to a minimum of 400 beneficial
owners. Con Edison also has been advised by the Underwriters
that they presently intend to make a market in the Capital
Securities, as permitted by applicable laws and regulations. The
Underwriters are not obligated, however, to make a market in the
Capital Securities and any such market making may be discontinued
at any time at the sole discretion of the Underwriters.
Accordingly, no assurance can be given as to the liquidity of, or
the trading market for, the Capital Securities.

The Underwriters and certain of their affiliates engage in
transactions with and perform services for Con Edison in the
ordinary course of business, for which they have received
customary compensation.

Con Edison has agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities
Act of 1933, as amended.

LEGAL MATTERS

The validity of the Capital Securities and certain other
related legal matters will be passed upon for Con Edison by Peter
J. O'Shea, Jr., Esq., Senior Vice President and General Counsel.
Statements as to United States taxation in this Prospectus
Supplement under the caption "Certain United States Federal
Income Tax Consequences" have been passed upon for Con Edison by
Reid & Priest LLP, 40 West 57th Street, New York, New York 10019-
4097, special tax counsel to Con Edison, and are stated herein on
their authority as experts. Certain legal matters in connection
with the Capital Securities will be passed upon for the
Underwriters by Dewey Ballantine, 1301 Avenue of the Americas,
New York, New York 10019-6092.

S-9

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

TABLE OF CONTENTS
Prospectus Supplement
Page
Selected Information. . . . . . . . . . S-2
Investment Considerations. . . . . . . . S-3
Use of Proceeds . . . . . . . . . . . . S-3
Recent Developments . . . . . . . . . . S-3
Certain Terms of the Capital Securities S-4
Certain United States Federal Income
Tax Consequences . . . . . . . . . . S-7
Underwriting . . . . . . . . . . . . . S-9
Legal Matters. . . . . . . . . . . . . . S-9

Prospectus

Available Information . . . 2
Incorporation of Certain
Documents by Reference. . 2
Con Edison. . . . . . . . . 3
Use of Proceeds . . . . . . 3
Ratio of Earnings to
Fixed Charges . . . . . . 3
Description of Securities . 4
Plan of Distribution. . . . 12
Legal Matters . . . . . . . 13
Experts . . . . . . . . . . 13

$200,000,000

[Con Ed logo]

____% Quarterly Income
Capital Securities (QUICS sm)
(Series A Subordinated Deferrable
Interest Debentures)

---------------------
PROSPECTUS SUPPLEMENT
---------------------

LEHMAN BROTHERS
DEAN WITTER REYNOLDS INC.
A.G. EDWARDS & SONS, INC.
MERRILL LYNCH & CO.
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
SMITH BARNEY INC.

February __, 1996

PROSPECTUS

Consolidated Edison Company of New York, Inc.

Debt Securities

Consolidated Edison Company of New York, Inc. ("Con Edison")
may issue from time to time up to $600,000,000 aggregate
principal amount of unsecured debt securities ("Securities")
under terms to be determined at the time of sale. The Securities
may be issued in one or more series with the same or various
maturities, at or above par or with an original issue discount.
The specific designation, aggregate principal amount, maturity,
purchase price, rate (which may be fixed or variable) and time of
payment of any interest, any sinking fund, any subordination
provisions, any redemption or repurchase terms and other specific
terms of the Securities in respect of which this Prospectus is
being delivered ("Offered Securities") are set forth in an
accompanying supplement to this Prospectus (the "Prospectus
Supplement"), together with the terms of offering of the Offered
Securities. This Prospectus may not be used to consummate sales
of Securities unless accompanied by a Prospectus Supplement.

____________________

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

The date of this Prospectus is December 8, 1995.

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

AVAILABLE INFORMATION

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

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Con Edison's Annual Report on Form 10-K for the year ended
December 31, 1994, definitive proxy statement, dated April 3,
1995, for the annual meeting of stockholders held on May 15,
1995, Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 1995, June 30, 1995 and September 30, 1995 and
Current Reports on Form 8-K, dated February 13, 1995 and June 21,
1995, which have been filed with the Securities and Exchange
Commission (File No. 1-1217), are hereby incorporated by
reference in this Prospectus.

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

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

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

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

USE OF PROCEEDS

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

RATIO OF EARNINGS TO FIXED CHARGES

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

Twelve Months Ended Year Ended December 31,
September 30, 1995 1994 1993 1992 1991 1990

4.32 4.58 4.19 3.93 3.73 4.07

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

DESCRIPTION OF SECURITIES

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

Substantially all of the properties and franchises of Con
Edison, including those hereafter acquired, other than expressly
excepted property, are subject to the lien of Con Edison's
Mortgage Trust Indenture, dated as of April 1, 1946, as amended
and supplemented. The Mortgage Trust Indenture permits the
issuance from time to time of an unlimited amount of First and
Refunding Mortgage Bonds provided certain conditions, principally
relating to asset and earnings coverage, are satisfied.

The Securities will be unsecured general obligations of Con
Edison ranking equally and ratably in right of payment with the
other unsecured debt securities of Con Edison issued under the
Indenture and the unsecured promissory notes of Con Edison issued
as collateral for, and in consideration of the net proceeds of, a
like amount of tax-exempt revenue bonds issued by New York State
Energy Research and Development Authority; provided, however,
that if so provided in the Prospectus Supplement relating to a
series of Offered Securities, the Offered Securities will be
subordinated obligations of Con Edison ("Subordinated
Securities").

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

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

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

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

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

(1) the title of the Offered Securities;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Indenture Securities will be issued only in registered
form without coupons and, unless otherwise provided with respect
to a series of Indenture Securities, in denominations of $1,000
and integral multiples thereof. (Section 2.02) Indenture
Securities of a series may be issued in whole or in part in the
form of one or more Global Securities (see "Global Securities").
One or more Global Securities will be issued in a denomination or
aggregate denominations equal to the aggregate principal amount
of outstanding Indenture Securities of the series to be
represented by such Global Security or Global Securities.
(Section 2.01) No service charge will be made for any transfer or
exchange of Indenture Securities, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. (Section
2.05)
One or more series of the Indenture Securities may be issued
with the same or various maturities at par or at a discount.
Offered Securities bearing no interest or interest at a rate
which at the time of issuance is below the market rate ("Original
Issue Discount Securities") will be sold at a discount (which may
be substantial) below their stated principal amount. Federal
income tax consequences and other special considerations
applicable to any such Original Issue Discount Securities will be
described in the Prospectus Supplement relating thereto.

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

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

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

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

The Indenture does not limit the aggregate amount of Senior
Indebtedness that Con Edison may issue. As of September 30,
1995, $4.1 billion of Senior Indebtedness was outstanding.

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

Global Securities: The Indenture Securities of a series may
be issued in whole or in part in the form of one or more Global
Securities that will be deposited with, or on behalf of, the
Depositary identified in the Prospectus Supplement relating
thereto. Unless and until it is exchanged in whole or in part
for Indenture Securities in definitive form, a Global Security
may not be transferred except as a whole by the Depositary for
such Global Security to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee
of such Depositary or by such Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.
(Sections 2.01 and 2.05)
7

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

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

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

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

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

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

Payments and Paying Agents: Payment of principal of and
premium, if any, on Indenture Securities will be made against
surrender of such Indenture Securities at the Con Edison Investor
Services Center, 30 Flatbush Avenue, Brooklyn, New York 11217.
Unless otherwise indicated in the Prospectus Supplement, payment
of any installment of interest on Indenture Securities will be
made to the person in whose name such Indenture Security is
registered at the close of business on the record date for such
interest. Unless otherwise indicated in the Prospectus
Supplement, payments of such interest will be made at the Con
Edison Investor Services Center, or by a check mailed to each
holder of an Indenture Security at such holder's registered
address.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

LEGAL MATTERS

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

EXPERTS

The consolidated financial statements incorporated in this
Prospectus by reference to Con Edison's Annual Report on Form
10-K for the year ended December 31, 1994, have been so
incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as
experts in auditing and accounting.