Consolidated Edison Co of New York Inc – ‘S-8’ on 5/24/96

As of:  Friday, 5/24/96   ·   Effective:  6/12/96   ·   Accession #:  23632-96-12   ·   File #:  333-04463

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration Statement                                10     40K 
 2: EX-5        Exhibit 5 to Form S-8                                  2      8K 
 3: EX-23.1     Exhibit 23.1 to Form S-8                               1      5K 
 4: EX-24       Exhibit 24 to Form S-8                                 9     17K 

S-8   —   Registration Statement
Document Table of Contents

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         Registration No. 333-
_________________________________________________________________               
_________________________________________________________________               

SECURITIES AND EXCHANGE COMMISSION                  
Washington, D.C. 20549                  
____________________                  

Form S-8                  
REGISTRATION STATEMENT                  
UNDER                   
THE SECURITIES ACT OF 1933                  

____________________                  

Consolidated Edison Company of New York, Inc.                 
(Exact name of Registrant as specified in its charter)                  

New York                             13-5009340                     
(State of incorporation)     (I.R.S. Employer Identification No.)               

4 Irving Place                
New York, New York 10003                
(Address, including zip code, of                
Registrant's principal executive offices)               

Consolidated Edison Company of New York, Inc.               
1996 Stock Option Plan                  
(Full title of the plan)                  

____________________                  

RAYMOND J. McCANN,         or        TRAVIS F. EPES, ESQ.             
Executive Vice President and           Associate General Counsel              
Chief Financial Officer                                                   

4 Irving Place                
New York, New York 10003                
(212) 460-4600                
(Name, address, including zip code, and telephone number,               
including area code, of agent for service)            

_____________________                 

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CALCULATION OF REGISTRATION FEE               
_________________________________________________________________               
Title       Amount     Proposed       Proposed       Amount of                  
of Each     to be      Maximum        Maximum        Registration               
Class of   Registered  Offering       Aggregate        Fee                      
Securities    (1)       Price         Offering                                  
to be                  Per Unit        Price                                    
Registered               (2)           (2)                                      
_________________________________________________________________               

Common Stock                                                                    
($2.50                                                                          
par value)  10,000,000   $27.75     $277,500,000      $95,689.66                
shares                                              
_________________________________________________________________               
(1) In addition, pursuant to Rule 416 under the Securities Act of               
1933, this Registration Statement also covers an indeterminate                  
number of shares of Registrant's Common Stock as may be offered,                
issued or issuable as a result of the provisions of the                         
Consolidated Edison Company of New York, Inc. 1996 Stock Option                 
Plan relating to the prevention of dilution resulting from stock                
splits, stock dividends or similar transactions.                                

(2) Estimated in accordance with Rule 457(h) under the Securities               
Act of 1933 solely for the purpose of determining the                           
registration fee based on the average of the high and low prices                
on May 21, 1996 for Common Stock ($2.50 par value) of                           
Consolidated Edison Company of New York, Inc., as reported in the               
consolidated reporting system.                                                  

_________________________________________________________________               
_________________________________________________________________               

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PART II                   

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT    

Item 3. Incorporation of Documents by Reference.                                

The following documents have been filed by Consolidated               
Edison Company of New York, Inc. ("Con Edison") with the                        
Securities and Exchange Commission (File No. 1-1217), and are                   
hereby incorporated by reference in this Registration Statement:                

-  Annual Report on Form 10-K for the year ended December 31,           
1995;                                                             

-  Definitive proxy statement, dated April 8, 1996, for the             
annual meeting of stockholders held on May 20, 1996;              

-  Quarterly Report on Form 10-Q for the quarterly period               
ended March 31, 1996;                                             

-  Current Reports on Form 8-K, dated February 29, 1996 and             
April 24, 1996; and                                               

-  Description of Common Stock in Con Edison's registration             
statement on Form 10 dated May 3, 1935, as updated by Con         
Edison's Current Report on Form 8-K dated June 23, 1992.          

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 Registration Statement and prior to the                  
filing of a post-effective amendment to this Registration                       
Statement which indicates that all securities offered pursuant to               
this Registration Statement have been sold or which deregisters                 
all such securities then remaining unsold shall be deemed to be                 
incorporated by reference in this Registration Statement 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 Registration Statement 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                      
Registration Statement.                                                         

Item 4. Description of Securities.                                              

Not applicable.                                                       

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Item 5. Interests of Named Experts and Counsel.                                 

Peter J. O'Shea, Jr., Esq., Senior Vice President and                 
General Counsel of Con Edison, has given his opinion, which is                  
included as Exhibit 5 to this Registration Statement, as to                     
whether the original issuance securities (i.e., shares of Common                
Stock of Con Edison covered by this Registration Statement that                 
were previously unissued) will be legally issued, fully paid and                
non-assessable. Mr. O'Shea is an officer of Con Edison and is                   
eligible to participate in the Consolidated Edison Company of New               
York, Inc. 1996 Stock Option Plan (the "1996 Stock Option Plan").               

Item 6. Indemnification of Directors and Officers.                              

Reference is made to Sections 721 to 725 of the Business              
Corporation Law of the State of New York which provide for                      
indemnification of directors and officers. In addition, pursuant                
to Section 15 of Con Edison's By-Laws, Con Edison shall                         
indemnify, to the extent not prohibited by any law, any person                  
made, or threatened to be made, a party to an action or                         
proceeding, whether civil or criminal, including an investigation               
or legislative proceeding (and including an action by or in the                 
right of Con Edison), by reason of the fact that he or she is or                
was a Trustee or officer of Con Edison against any and all                      
judgments, fines, amounts paid in settlement, and expenses,                     
including attorneys' fees, actually and reasonably incurred with                
respect to such action or proceeding or related appeal.  As                     
permitted by Section 726 of the Business Corporation Law, Con                   
Edison has insurance (a) to indemnify Con Edison for obligations                
it incurs for indemnification of its Trustees and officers, and                 
(b) to indemnify Trustees and officers of Con Edison for losses,                
costs and expenses incurred by them in actions brought against                  
them in connection with their acts as Trustees or officers for                  
which they are not indemnified by Con Edison.  Con Edison has                   
also purchased insurance coverage insuring the Trustees and                     
officers of Con Edison against certain liabilities that could                   
arise in connection with administration of Con Edison's employee                
benefit plans.  No such indemnification or insurance payment                    
shall be made to or on behalf of a Trustee or officer if a                      
judgment or other final adjudication adverse to the Trustee or                  
officer establishes that his acts were committed in bad faith or                
were the results of active and deliberate dishonesty and were                   
material to the cause of action so adjudicated, or that he                      
personally gained in fact a financial profit or other advantage                 
to which he was not legally entitled.                                           

II-2                    

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Insofar as indemnification for liabilities arising under the          
Securities Act of 1933 may be permitted to Trustees, officers or                
controlling persons of Con Edison pursuant to the foregoing                     
provisions, or otherwise, Con Edison has been advised that in the               
opinion of the Securities and Exchange Commission such                          
indemnification is against public policy as expressed in the Act                
and is therefore unenforceable.  In the event that a claim for                  
indemnification against such liabilities (other than the payment                
by Con Edison of expenses incurred or paid by a Trustee, officer                
or controlling person of Con Edison in the successful defense of                
any action, suit or proceeding) is asserted against Con Edison by               
such Trustee, officer or controlling person in connection with                  
the securities being registered, Con Edison will, unless in the                 
opinion of its counsel the matter has been settled by controlling               
precedent, submit to a court of appropriate jurisdiction the                    
question whether such indemnification by it is against public                   
policy as expressed in the Act and will be governed by the final                
adjudication of such issue.                                                     

As permitted by Section 402 of the Business Corporation Law,          
Article 10 of Con Edison's Certificate of Incorporation provides:               

"A Trustee of the Company shall not be liable to the Company          
or any of its stockholders for damages for any breach of              
duty in such capacity, except to the extent elimination or            
limitation of liability is not permitted by applicable law.           
Any repeal or modification of this Article shall not                  
adversely affect any right, immunity or protection of a               
Trustee of the Company existing or provided hereunder with            
respect to any act or omission occurring prior to the repeal          
or modification."                                                     

Item 7. Exemption from Registration Claimed.                                    

Not applicable.                                                       

II-3                    

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Item 8. Exhibits                                                                

4.1   --  Restated Certificate of Incorporation filed with the                  
Department of State of the State of New York on             
December 31, 1984.  (Incorporated by reference to           
Exhibit 3(a) in Con Edison's Annual Report on Form 10-K     
for the year ended December 31, 1989.)                      

4.2   --  Certificate of Amendment of Restated Certificate of                   
Incorporation filed with the Department of State of the     
State of New York on May 16, 1988.  (Incorporated by        
reference to Exhibit 3(b) in Con Edison's Annual Report     
on Form 10-K for the year ended December 31,                
1989.)                                                      

4.3   --  Certificate of Amendment of Restated Certificate of                   
Incorporation filed with the Department of State of the     
State of New York on June 2, 1989.  (Incorporated by        
reference to Exhibit 3(c) in Con Edison's Annual Report     
on Form 10-K for the year ended December 31, 1989.)         

4.4   --  Certificate of Amendment of Restated Certificate of                   
Incorporation filed with the Department of State of the     
State of New York on April 28, 1992.  (Incorporated by      
reference to Exhibit 4(d) in Con Edison's Current           
Report on Form 8-K, dated April 24, 1992.)                  

4.5   --  Certificate of Amendment of Restated Certificate of                   
Incorporation filed with the Department of State of the     
State of New York on August 21, 1992.  (Incorporated by     
reference to Exhibit 4(e) in Con Edison's Current           
Report on Form 8-K, dated August 20, 1992.)                 

4.6   --  By-laws of Con Edison, effective as of May 20, 1996.                  
(Incorporated by reference to Exhibit 3.2.2 in Con          
Edison's Annual Report on Form 10-K for the year            
ended December 31, 1995.)                                   

4.7  --   The 1996 Stock Option Plan. (Incorporated by reference                
to Exhibit 10.47 in Con Edison's Annual Report on Form      
10-K for the year ended December 31, 1995.)                 

5     --  Opinion and consent of Peter J. O'Shea, Jr., Esq.,                    
Senior Vice President and General Counsel of Con            
Edison.                                                     

23.1  --  Consent of Price Waterhouse LLP.                                      

23.2  --  Consent of Peter J. O'Shea, Jr., Esq., Senior Vice                    
President and General Counsel of Con Edison (included       
as part of Exhibit 5).                                      

24    --  Powers of Attorney.                                                   

II-4                    

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Item 9. Undertakings.                                                           

(a)  The undersigned Registrant hereby undertakes:                              
(1) to file, during any period in which offers or sales are being               
made, a post-effective amendment to this Registration Statement:                
(i) to include any prospectus required by Section 10(a)(3) of the               
Securities Act of 1933; (ii) to reflect in the prospectus any                   
facts or events arising after the effective date of the                         
Registration Statement (or the most recent post-effective                       
amendment thereof) which, individually or in the aggregate,                     
represent a fundamental change in the information set forth in                  
the Registration Statement.  Notwithstanding the foregoing, any                 
increase or decrease in volume of securities offered (if the                    
total dollar value of securities offered would not exceed that                  
which was registered) and any deviation from the low or high end                
of the estimated maximum offering range may be reflected in the                 
form of prospectus filed with the Commission pursuant to Rule                   
424(b) if, in the aggregate, the changes in volume and price                    
represent no more than a 20% change in the maximum aggregate                    
offering price set forth in the "Calculation of Registration Fee"               
table in the effective registration statement; and (iii) to                     
include any material information with respect to the plan of                    
distribution not previously disclosed in the Registration                       
Statement or any material change to such information in the                     
Registration Statement; provided, however, that paragraphs (1)(i)               
and (1)(ii) do not apply if the information required to be                      
included in a post-effective amendment by those paragraphs is                   
contained in periodic reports filed with or furnished to the                    
Commission by Registrant pursuant to Section 13 or Section 15(d)                
of the Securities Exchange Act of 1934 that are incorporated by                 
reference in the Registration Statement;                                        

(2) that, for the purpose of determining any liability under the                
Securities Act of 1933, each such post-effective amendment shall                
be deemed to be a new registration statement relating to the                    
securities offered therein, and the offering of such securities                 
at that time shall be deemed to be the initial bona fide offering               
thereof; and                                                                    

(3) to remove from registration by means of a post-effective                    
amendment any of the securities being registered which remain                   
unsold at the termination of the offering.                                      

(b) The undersigned Registrant hereby undertakes that, for                      
purposes of determining any liability under the Securities Act of               
1933, each filing of Registrant's annual report pursuant to                     
Section 13(a) or Section 15(d) of the Securities Exchange Act of                
1934 that is incorporated by reference in this Registration                     
Statement shall be deemed to be a new registration statement                    
relating to the securities offered therein, and the offering of                 
such securities at that time shall be deemed to be the initial                  
bona fide offering thereof.                                                     

(h) See second paragraph of Item 6.                                             

II-5                    

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SIGNATURES                    

Pursuant to the requirements of the  Securities Act of 1933,          
Registrant certifies that it has reasonable grounds to believe                  
that it meets all the requirements for filing on Form S-8 and has               
duly caused this Registration Statement to be signed on its                     
behalf by the undersigned, thereunto duly authorized, in the City               
of New York and State of New York on the 24th day of May, 1996.                 

     Consolidated Edison Company of New York, Inc.

    By       Raymond J. McCann
             Raymond J. McCann
          Executive Vice President
                 and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this                
Registration Statement has been signed below by the following                   
persons in the capacities and on the dates indicated.                           

Name                              Title                           
Eugene R. McGrath*        Chairman of the Board of Trustees,                    
         President and Chief Executive Officer
and Trustee                 
     (Principal Executive Officer)
Raymond J. McCann*      Executive Vice President and Chief                      
     Financial Officer and Trustee
     (Principal Financial Officer)
Joan S. Freilich*         Vice President, Controller and Chief                  
Accounting Officer      
      (Principal Accounting Officer)
E. Virgil Conway*         Trustee                                               
Ellen V. Futter*          Trustee                                               
Sally Hernandez-Pinero*   Trustee                                               
Peter W. Likins*          Trustee                                               
Robert G. Schwartz*       Trustee                                               
Myles V. Whalen, Jr.*     Trustee                                               
_______________                                                                 
*  Raymond J. McCann, pursuant to Powers of Attorney (executed by               
each of the officers and Trustees listed above, and filed as              
Exhibit 24 hereto), by signing his name hereto does hereby                
sign and execute this Registration Statement on behalf of each            
of the officers and Trustees named above and indicated                    
as signing above in the capacities in which the name of each              
appears above.                                                            
                               Raymond J. McCann
                               Raymond J. McCann
May 24, 1996                                                                    
- II-6 -            

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INDEX TO EXHIBITS                     

                                  SEQUENTIAL
EXHIBIT                                           NUMBER AT WHICH               
NO.                  DESCRIPTION                 EXHIBIT BEGINS             

4.1       Restated Certificate of Incorporation                             
filed with the Department of State of                   
the State of New York on December 31,                   
1984.  (Incorporated by reference to                    
Exhibit 3(a) in Con Edison's Annual                     
Report on Form 10-K for the year ended                  
December 31, 1989.)                                     

4.2       Certificate of Amendment of Restated                              
Certificate of Incorporation filed                      
with the Department of State of the                     
State of New York on May 16, 1988.                      
(Incorporated by reference to Exhibit                   
3(b) in Con Edison's Annual Report on                   
Form 10-K for the year ended December                   
31, 1989.)                                              

4.3       Certificate of Amendment of Restated                              
Certificate of Incorporation filed                      
with the Department of State of the                     
State of New York on June 2, 1989.                      
(Incorporated by reference to Exhibit                   
3(c) in Con Edison's Annual Report on                   
Form 10-K for the year ended December                   
31, 1989.)                                              

4.4.      Certificate of Amendment of Restated                              
Certificate of Incorporation filed                      
with the Department of State of the                     
State of New York on April 28, 1992.                    
(Incorporated by reference to Exhibit                   
4(d) in Con Edison's Current Report                     
Report on Form 8-K, dated April 24,                     
1992.)                                                  

4.5       Certificate of Amendment of Restated                              
Certificate of Incorporation filed                      
with the Department of State of the                     
State of New York on August 21, 1992.                   
(Incorporated by reference to Exhibit                   
4(e) in Con Edison's Current Report                     
on Form 8-K, dated August 20, 1992.)                    

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4.6       By-laws of Con Edison, effective as                               
of May 20, 1996.  (Incorporated by                      
reference to Exhibit 3.2.2 in Con                       
Edison's Annual Report on Form 10-K                     
for the year ended December 31, 1995.)                  

4.7       The 1996 Stock Option Plan. (Incorporated                         
by reference to Exhibit 10.47 in Con                    
Edison's Annual Report on Form 10-K for                 
the year ended December 31, 1995.)                      

5         Opinion and consent of Peter J.                                   
O'Shea, Jr., Esq. Senior Vice                           
President and General Counsel of                        
Con Edison.                                             

23.1      Consent of Price Waterhouse LLP.                                  

23.2      Consent of Peter J. O'Shea, Jr., Esq.,                            
Senior Vice President and General                       
Counsel of Con Edison (included as                      
part of Exhibit 5).                                     

24        Powers of Attorney.                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Effective on:		6/12/96
Filed on:		5/24/96		8
		5/21/96		2
		5/20/96		3		10			DEF 14A
		4/24/96		3					8-K
		4/8/96		3					DEF 14A
		3/31/96		3					10-Q
		2/29/96		3					8-K
		12/31/95		3		10			10-K
		8/21/92		6		9
		8/20/92		6		9
		6/23/92		3
		4/28/92		6		9
		4/24/92		6		9
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