Consolidated Edison Co of New York Inc – ‘S-3D’ on 3/14/96

As of:  Thursday, 3/14/96   ·   Effective:  4/2/96   ·   Accession #:  23632-96-7   ·   File #s:  33-51157, 333-01717

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Registration of Securities Pursuant to Dividend or Interest Reinvestment Plan   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3D        Registration Statement                                52    174K 
 2: EX-5        Exhibit 5 to Form S-3                                  2      9K 
 3: EX-23.1     Exhibit 23.1 to Form S-3                               1      6K 
 4: EX-24       Exhibit 24 to Form S-3                                14     24K 

S-3D   —   Registration Statement
Document Table of Contents

S-3D
1st Page of 52
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
        Registration No. 33-
_________________________________________________________________               
_________________________________________________________________               

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

Form S-3                  
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                
(212) 460-4600                
(Address, including zip code, and telephone number, including             
area code, of Registrant's principal executive offices)           
____________________                  

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)            
_____________________                 

Approximate date of commencement of proposed sale to the              
public: From time to time after the effective date of this                      
Registration Statement.                                                         

If the only securities registered on this Form are being              
offered pursuant to dividend or interest reinvestment plans,                    
please check the following box. / x /                                           

If any of the securities being registered on this Form are            
to be offered on a delayed or continuous basis pursuant to Rule                 
415 under the Securities Act of 1933, other than securities                     
offered only in connection with dividend or interest reinvestment               
plans, please check the following box. /   /                                    

S-3D
2nd Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 2nd
_______________________               

CALCULATION OF REGISTRATION FEE               

_________________________________________________________________               

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

Common Stock                                                                    
($2.50                                                                          
par value)  4,000,000   $31.1875     $124,750,000   $43,017.24                  
shares                                              
_________________________________________________________________               
(1)  Estimated in accordance with Rule 457(c) solely for the                    
purpose of determining the registration fee.                                    

(2)  Does not include the $2,763.27 of filing fees previously                   
paid associated with the 260,601 shares being "carried forward,"                
as permitted by Rule 429 under the Securities Act of 1933, from                 
Registration Statement 33-51157.                                                

As permitted by Rule 429 under the Securities Act of 1933,            
the prospectus, including the prospectus supplement, filed as                   
part of this Registration Statement may be used in connection                   
with the securities covered by Registration Statement 33-51157.                 
_________________________________________________________________               
_________________________________________________________________               

S-3D
3rd Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 3rd
PROSPECTUS DATED MARCH 14, 1996                                                 

Consolidated Edison Company of New York, Inc.             
Automatic Dividend Reinvestment and Cash Payment Plan               

Consolidated Edison Company of New York, Inc. ("Con Edison")          
hereby offers participation in its Automatic Dividend                           
Reinvestment and Cash Payment Plan (the "Plan") to holders of                   
record of Con Edison's Common Stock ($2.50 par value) ("Common                  
Stock").  Participants pay no commissions or fees for purchases                 
of Common Stock under the Plan.  Common Stock purchased or                      
deposited by, or transferred to, a participant pursuant to the                  
Plan will be credited to the account of the participant                         
established under the Plan (the "Participant's Account").  The                  
Plan is administered by Con Edison Investor Services ("Investor                 
Services"), and all inquiries about a Participant's Account                     
should be directed to Investor Services at the address shown on                 
the back cover of this Prospectus.  To join the Plan, you must                  
submit a completed and signed Authorization Form to Investor                    
Services.                                                                       

This Prospectus relates to 4,260,601 shares of Common Stock,          
and reflects an amendment to the Plan which changes the limit on                
cash payments to $24,000 in each calendar year.  The Plan, which                
was established in 1977, was last amended effective as of March                 
1, 1996.                                                                        

The date as of which purchases of New Shares will be                  
credited to a Participant's Account (the "New Share Investment                  
Date") for purchases with cash dividends will be the dividend                   
payment date.  For purchases of New Shares with cash payments,                  
the New Share Investment Date will be the last business day of                  
the month in which such payments are received.  New Shares will                 
be purchased at the average of the high and low prices at which                 
Common Stock was sold on the business day next preceding the New                
Share Investment Date as reported in The Wall Street Journal.                   
Market Shares will be purchased at the average price for all                    
shares of Common Stock purchased with dividends paid on the same                
date or cash payments received during the same month, as the case               
may be.  Market Shares will be credited to a Participant's                      
Account promptly after determination of the applicable average                  
price.                                                                          

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE                   
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES                  
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION                 
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE                
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY               
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.               

S-3D
4th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 4th
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           

The following Con Edison documents have been filed with the           
Securities and Exchange Commission (File No. 1-1217), and are                   
hereby incorporated by reference in this Prospectus:                            

-  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;                                                             

-  Current Reports on Form 8-K, dated February 13, 1995,                
June 21, 1995 and February 29, 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.          

2                   

S-3D
5th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 5th
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 made by this Prospectus, 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 Investor Services, P.O. Box 149,                 
Cooper Station, New York, New York 10003 (Telephone No.: (800)                  
522-5522).                                                                      

3                   

S-3D
6th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 6th
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.  Con Edison's principal office is                   
located at 4 Irving Place, New York, New York 10003 (Telephone                  
No.: (212) 460-4600).                                                           

USE OF PROCEEDS                     

The net proceeds to be received by Con Edison when New                
Shares are purchased for the Plan will be added to the general                  
funds of Con Edison and will be used for general corporate                      
purposes.  Con Edison will not receive any proceeds when Market                 
Shares are purchased.                                                           

DESCRIPTION OF THE PLAN                   

The following question and answer presentation constitutes            
the Plan, as amended, effective as of March 1, 1996.                            

Purpose                                                                         

1.   What is the purpose of the Plan?                                           

The primary purpose of the Plan is to provide participants            
with a convenient way of acquiring additional shares of Common                  
Stock without paying brokerage commissions or fees.  Also, when                 
New Shares are purchased by the Plan, Con Edison will receive                   
funds to use for general corporate purposes.                                    

4                   

S-3D
7th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 7th
Advantages                                                                      

2.   What are some of the advantages of the Plan?                               

-  No brokerage commissions or fees for purchases of Common           
Stock                                                           

-  Convenient automatic investment of cash dividends on               
Common Stock                                                    

-  Optional additional investment of not more than $24,000            
in any calendar year                                            

-  Efficient investment because fractions of shares are               
credited to a Participant's Account (as well as whole           
shares) and earn dividends proportionate to those earned        
on whole shares                                                 

-  Con Edison will assume the burden of safekeeping Common            
Stock certificates                                              

3.   Are there any expenses for participants?                                   

Participants pay no commissions or fees for purchases or              
withdrawal of Common Stock under the Plan or for administration                 
of the Plan.  However, for sales of Common Stock under the Plan,                
brokerage commissions and any applicable transfer tax or                        
withholding tax on the sale will be deducted from the proceeds of               
the sale.  Transfers are also subject to any applicable transfer                
taxes.                                                                          

Con Edison is required to report to the Internal Revenue              
Service as income to a participant brokerage charges paid by Con                
Edison for Common Stock purchased for the Participant's Account.                
See "Federal Income Tax Information" below.                                     

Administration                                                                  

4.   Who administers the Plan?                                                  

Investor Services administers the Plan, keeps records, sends          
statements of account to participants, and performs such other                  
duties as may be necessary for the operation of the Plan, except                
for the duties of the Independent Agent and the Custodian.  See                 
Questions 5 and 6.  Correspondence and inquiries regarding the                  
Plan should be directed to Investor Services at the address shown               
on the back cover of this Prospectus.                                           

5                   

S-3D
8th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 8th
A participant who changes his or her address should notify            
Investor Services.  Con Edison is required to transfer to New                   
York State ownership of Common Stock subject to dividend                        
reinvestment if the Common Stock is deemed abandoned because the                
participant's address is unknown and certain other conditions                   
exist.  Common Stock so transferred may be recovered by the                     
participant from New York State in accordance with procedures                   
established by New York State.                                                  

5.   Who purchases and sells Common Stock under the Plan?                       

An independent agent appointed by Con Edison (the                     
"Independent Agent") will purchase and sell Common Stock under                  
the Plan.  The Independent Agent will be a bank or trust company                
or a broker-dealer registered under the Securities Exchange Act                 
of 1934, and will not be affiliated with Con Edison.  Con Edison                
may appoint or terminate the Independent Agent without notice to                
participants.  Con Edison will direct the Independent Agent to                  
purchase either New Shares or Market Shares.  See Question 11.                  
The Independent Agent will select the broker or brokers (who may                
be or include the Independent Agent) through which purchases of                 
Market Shares and sales of Common Stock under the Plan will be                  
executed.                                                                       

6.   Who will hold the Common Stock certificates?                               

Unless otherwise requested by a participant (see Question             
18), either the Independent Agent or a custodian appointed by Con               
Edison (the "Custodian") will hold in custody the certificates                  
for Common Stock in the Participant's Account, including any                    
Common Stock certificates submitted by the participant for                      
safekeeping. See Question 15.  The Common Stock held under the                  
Plan by the Independent Agent or the Custodian will be registered               
in its name or that of its nominee.  The Custodian, if one is                   
appointed, will be a bank or trust company, and will not be                     
affiliated with Con Edison.  Con Edison may appoint or terminate                
a Custodian without notice to participants.                                     

6                   

S-3D
9th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 9th
Participation                                                                   

7.   Who is eligible to join the Plan?                                          

All holders of record of Common Stock, in whose names Common          
Stock certificates are registered, are eligible to join the Plan;               
provided that, in the case of holders who are citizens or                       
residents of a country other than the United States of America,                 
its territories and possessions, participation in the Plan would                
not violate any local laws of such country applicable to Con                    
Edison or to the holder.  Beneficial owners of Common Stock whose               
shares are registered in names other than their own (such as a                  
bank or a broker) may become eligible to participate by having                  
registration of the shares transferred to their names.                          
Alternatively, a beneficial owner may be able to make                           
arrangements with the holder of record, for the holder of record                
to participate in the Plan on behalf of the beneficial owner, but               
any fees or charges of the holder of record in such case will be                
the responsibility of the beneficial owner.                                     

8.   How does an eligible shareholder join the Plan?                            

Eligible shareholders may join the Plan by obtaining an               
Authorization Form from Investor Services and submitting the                    
completed and signed Authorization Form to Investor Services.                   

A shareholder who is enrolled in the Plan on March 1, 1996            
will automatically continue to participate in the Plan on the                   
terms set forth in this Prospectus, unless and until such                       
shareholder submits to Investor Services a written request to                   
terminate participation in the Plan and to transfer, withdraw or                
sell all Common Stock in the Participant's Account.  The most                   
recent Authorization Form received from such a shareholder will                 
continue in effect.                                                             

A participant who wishes to change the number of shares of            
Common Stock held of record by such participant on which                        
dividends will be reinvested, should submit a new Authorization                 
Form to Investor Services.  If the new Authorization Form is                    
received by Investor Services on or before the record date                      
established for payment of a particular dividend, the new                       
Authorization Form will be effective for that dividend.  See                    
Question 12.                                                                    

7                   

S-3D
10th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 10th
9.   What does the Authorization Form provide?                                  
The Authorization Form authorizes the application for the             
Participant's Account, pursuant to the Plan, of (i) all cash                    
dividends on all Common Stock registered in the participant's                   
name (except as provided in the following paragraph), (ii) all                  
cash dividends on Common Stock credited to the Participant's                    
Account, and (iii) any cash payments submitted by the                           
participant.                                                                    

A participant may, in lieu of reinvesting the cash dividends          
on all Common Stock held of record by the participant, specify                  
the number of shares of Common Stock held of record by the                      
participant on which dividends shall be reinvested.  If the                     
number of shares held of record by the participant falls below                  
the number specified, the dividends on all such shares will be                  
reinvested.  If the number of shares of Common Stock held of                    
record by the participant subsequently increases, the number of                 
shares on which the dividends are reinvested will correspondingly               
increase up to the number originally specified.  Otherwise,                     
increases or decreases in the number of shares of Common Stock                  
held of record by the participant will not affect the number                    
specified for dividend reinvestment.                                            

10.  Are there any restrictions on the amount a participant may                 
invest under the Plan?                                                

Yes.  While there is no restriction on the amount of cash             
dividends that a participant may invest under the Plan, cash                    
payments are limited.  Cash payments submitted by a participant                 
may not be less than $20 per payment nor more than $24,000 in any               
calendar year.                                                                  

Purchases                                                                       

11.  What is the source of Common Stock purchased under the                     
Plan?                                                                 

The Common Stock purchased for the Plan will be either (i)            
New Shares purchased by the Independent Agent directly from Con                 
Edison or (ii) shares of Common Stock purchased by the                          
Independent Agent, in one or more transactions, on any securities               
exchange on which shares of Common Stock are traded, in the over-               
the-counter market or in negotiated transactions with parties not               
affiliated with Con Edison, at current market prices and on such                
terms as the Independent Agent may determine to be in the best                  
interests of the participants ("Market Shares").  Not more than                 
once in any three-month period, Con Edison will instruct the                    
Independent Agent as to whether New Shares or Market Shares are                 
to be purchased.  The statement of account sent to participants                 
after purchases will indicate whether New Shares or Market Shares               
were purchased.                                                                 
8                   

S-3D
11th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 11th
12.  How are cash dividends reinvested under the Plan?                          

If the Authorization Form is received by Investor Services            
on or before the record date established for payment of a                       
particular dividend, reinvestment of dividends will begin with                  
that dividend payment.  If the Authorization Form is received by                
Investor Services after the record date for a particular                        
dividend, that dividend will be paid in cash and reinvestment of                
dividends will commence with the following dividend payment.  The               
record date for a Common Stock dividend is ordinarily about one                 
month prior to the dividend payment date for that dividend.  Con                
Edison has historically paid cash dividends on Common Stock on                  
the 15th day of March, June, September and December.                            

No interest will be paid to participants on dividends held            
pending investment.                                                             

The number of shares to be credited to a Participant's                
Account with respect to a particular dividend payment will be                   
determined by dividing the amount of the cash dividends being                   
invested on behalf of the participant by the price of the shares,               
including fractions of a share computed to three decimal places.                
See Question 14, which explains how the price will be determined.               

If a participant has not certified to Con Edison that the             
participant is not subject to Federal income tax backup                         
withholding and that the participant's taxpayer identification                  
number is correct, Con Edison is required to withhold and submit                
to the Internal Revenue Service a tax on the dividends paid on                  
the participant's Common Stock.  For such participants, Con                     
Edison will reinvest an amount equal to the dividend payment less               
the withholding tax.  Currently, the backup withholding tax rate                
is 31%.  A form for use by participants in making the required                  
certification may be obtained from Investor Services.                           

13.  How are cash payments invested under the Plan?                             

A participant may make cash payments of not less than $20             
per payment nor more than $24,000 in any calendar year by                       
submitting to Investor Services a check or money order made                     
payable to Con Edison along with written instructions to use the                
payment to purchase Common Stock for a Participant's Account.  A                
form for use in making cash payments will be attached to the                    
statements of account sent to participants.  A cash payment may                 
be made upon enrollment in the Plan.  Within 10 days of receipt                 
by Investor Services, cash payments will be delivered to the                    
Independent Agent (or, if one is appointed, the Custodian).                     
There is no obligation to make a cash payment.                                  

No interest will be paid to participants on cash payments             
held pending investment.                                                        
9                   

S-3D
12th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 12th
The number of shares to be credited to a Participant's                
Account with respect to a cash payment will be determined by                    
dividing the cash payment by the price of the shares, including                 
fractions of a share computed to three decimal places. See                      
Question 14, which explains how the price will be determined.                   

A cash payment will be refunded to a participant if Investor          
Services receives, not later than one week prior to the date the                
payment would otherwise be invested, a written request from the                 
participant to refund the payment.                                              

14.  What will be the price for Common Stock purchased under the                
Plan?                                                                 

New Shares or Market Shares will be purchased for the Plan            
by the Independent Agent, in accordance with the latest                         
instruction given by the Company.  See Question 11.  Con Edison                 
cannot guarantee that Common Stock will be purchased at any                     
particular price.                                                               

New Shares purchased under the Plan will be credited to a             
Participant's Account at the average of the high and low prices                 
at which Common Stock was sold on the business day next preceding               
the New Share Investment Date as reported in The Wall Street                    
Journal.  If The Wall Street Journal for any reason does not                    
report such prices, the average of the high and low prices at                   
which Common Stock was sold on the last day preceding such New                  
Share Investment Date on which Common Stock was traded, as                      
reported in the Consolidated Transaction Reporting System, will                 
be used.                                                                        

Market Shares purchased under the Plan will be credited to a          
Participant's Account at the average of the actual prices paid by               
the Independent Agent for all shares of Common Stock purchased                  
with dividends paid on the same date or cash payments received                  
during the same month, as the case may be.  If Market Shares are                
to be purchased, Con Edison will instruct the Independent Agent                 
to purchase such shares promptly and in no event, in the case of                
cash dividends, more than 10 days after the dividend payment                    
date, and in the case of cash payments, more than 10 days after                 
the end of the month in which the payment is received by Investor               
Services.                                                                       

10                  

S-3D
13th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 13th
Safekeeping                                                                     

15.  Can Common Stock not purchased under the Plan be deposited                 
for safekeeping?                                                      

A participant may deposit Common Stock not purchased under            
the Plan for safekeeping in the Participant's Account, provided                 
that the certificates for the Common Stock to be deposited are                  
registered in the participant's name, or if such certificates are               
registered in another name, the participant has satisfied the                   
requirements for transfer of such certificates.  See Question 17.               
Participants depositing Common Stock for safekeeping, should                    
deliver the unendorsed Common Stock certificates, along with a                  
letter requesting safekeeping, to Investor Services.  It is                     
recommended that the certificates be sent by registered mail,                   
return receipt requested and be properly insured.                               

Registration of the Common Stock deposited for safekeeping            
will be transferred to the name of the Independent Agent or                     
Custodian or that of its nominee and credited to the                            
Participant's Account.  Thereafter, the deposited Common Stock                  
will be treated in the same manner as Common Stock purchased                    
under the Plan by the participant, and all cash dividends on the                
deposited Common Stock will be used to purchase Common Stock for                
the Participant's Account.                                                      

Transfers, Withdrawals and Sales                                                

16.  How do transfers, withdrawals and sales affect participant's               
Common Stock?                                                         

Transfers, withdrawals and sales of shares of Common Stock            
from a Participant's Account reduce the number of shares in the                 
Participant's Account, but do not otherwise affect the                          
participant's participation in the Plan. Cash dividends on any                  
Common Stock remaining in the Participant's Account will continue               
to be used to purchase Common Stock.  Any cash payment submitted                
by the participant will be used to purchase Common Stock, unless                
a refund is requested (see Question 13). Cash dividends on Common               
Stock held of record by the participant, including any Common                   
Stock withdrawn by the participant, will continue to be                         
reinvested in accordance with the participant's most recent                     
Authorization Form unless the participant submits to Investor                   
Services a new Authorization Form or a written request to                       
terminate participation in the Plan.  A form for use in                         
terminating participation in the Plan will be attached to the                   
statements of account sent to participants.                                     

11                  

S-3D
14th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 14th
If a participant sells or otherwise transfers all of the              
shares of Common Stock the participant holds outside the Plan,                  
all cash dividends on Common Stock in the Participant's Account                 
will continue to be used to purchase Common Stock until the                     
participant transfers, withdraws or sells all of the Common Stock               
in the Participant's Account.                                                   

17.  How does a participant transfer Common Stock from the                      
Participant's Account?                                                

A participant may transfer ownership of Common Stock in the           
Participant's Account to another account within the Plan.                       
Alternatively, the participant may transfer ownership of whole                  
shares of Common Stock in the Participant's Account by submitting               
to Investor Services a written request to issue Common Stock                    
certificates in the name of another person, provided this request               
is accompanied by a request to withdraw the Common Stock to be                  
transferred.  See Question 18.                                                  

To transfer Common Stock,  a participant must submit to               
Investor Services an assignment of the Common Stock in form and                 
substance satisfactory to Con Edison.  The transfer will be                     
subject to the same requirements as applicable to the transfer of               
securities generally, including the requirement of a medallion                  
signature guarantee.  No transfer will be made unless and until                 
the participant has complied with all applicable requirements.  A               
form of assignment and further information about current transfer               
requirements may be obtained from Investor Services.                            

For transfers within the Plan, Investor Services will credit          
an existing Participant's Account with the Common Stock to be                   
transferred if the transferee is already a Plan participant.                    
Otherwise, Investor Services will establish an account under the                
Plan for the transferee and credit the transferred Common Stock                 
to the new account.  The transferor and transferee will each                    
receive a statement showing the number of shares of Common Stock                
transferred.  The transferred Common Stock will be treated in the               
same manner as if it had been purchased under the Plan by the                   
transferee, and all cash dividends on the transferred Common                    
Stock will be used to purchase Common Stock under the Plan.                     

18.  How does a participant withdraw Common Stock from the                      
Participant's Account?                                                

A participant may withdraw certificates for any number of             
whole shares of Common Stock in the Participant's Account by                    
submitting to Investor Services a written request to withdraw                   
such shares.  Certificates for fractions of shares will not be                  
issued under any circumstances.  A form for use in withdrawing                  
Common Stock will be attached to the statements of account sent                 
to participants.                                                                
12                  

S-3D
15th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 15th
If a participant requests to withdraw all Common Stock in             
the Participant's Account, Con Edison will issue certificates for               
whole shares of Common Stock in the Participant's Account and                   
will instruct the Independent Agent to sell any fraction of a                   
share in the same manner as if the participant had requested                    
Common Stock to be sold.  See Question 19.                                      

Unless a transfer is requested by a participant,                      
certificates for Common Stock withdrawn from the Participant's                  
Account will be issued in the name in which the account was                     
originally established under the Plan.  See Question 17.                        

Common Stock in a Participant's Account may not be pledged.           
A participant who wishes to pledge Common Stock must first                      
request that certificates for such shares be issued in the                      
participant's name.                                                             

19.  How does a participant sell Common Stock from the                          
Participant's Account?                                                

A participant may sell all or a specified number of shares            
of Common Stock in the Participant's Account by submitting to                   
Investor Services a written request to sell such shares;                        
provided, however, that no request for the sale of less than 100                
shares of Common Stock will be processed unless such shares                     
constitute all Common Stock held in the Participant's Account. A                
form for use in selling Common Stock will be attached to the                    
statements of account sent to participants.                                     

Each week, Investor Services will aggregate all such                  
requests received during the prior week, and instruct the                       
Independent Agent to sell the aggregate number of shares of                     
Common Stock in one or more transactions.  The net proceeds of                  
such sale will be allocated among each selling participant based                
on the number of shares sold that are attributable to the                       
participant and the average sales prices, commission and transfer               
tax.  The payment to a participant may also be subject to the                   
Federal backup withholding tax.  Con Edison cannot guarantee that               
Common Stock will be sold on any specific day or at any specific                
price.                                                                          

13                  

S-3D
16th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 16th
Stock Dividends, Stock Splits Or Rights Offerings                               

20.  What happens to stock dividends, stock splits and stock                    
rights?                                                               

Any stock dividends or split shares distributed by Con                
Edison on Common Stock in a Participant's Account will be added                 
to the Participant's Account.  If a participant's most recent                   
Authorization Form specifies that dividends be reinvested on                    
fewer than all shares held of record, the number of shares                      
specified will be deemed to be proportionately increased in the                 
event of a stock dividend or stock split or proportionately                     
decreased in the event of a reverse stock split.                                

In the event of a rights offering, Con Edison will instruct           
the Independent Agent to promptly sell all rights attributable to               
shares held under the Plan and invest the proceeds in Common                    
Stock for the respective accounts of the participants in the same               
manner as in the case of investment of cash payments.  See                      
Question 13.  The number of such shares to be credited to a                     
Participant's Account will be determined by dividing the net                    
proceeds from the sale of rights attributable to shares credited                
to the Participant's Account by the price of the shares                         
purchased.  See Question 14.  A participant who wishes to                       
exercise the rights should withdraw Common Stock from the                       
Participant's Account in advance of the record date for such                    
rights offering.  See Question 18.                                              

Reports To Participants                                                         

21.  How will a participant be informed as to the status of the                 
Participant's Account?                                                

Following each purchase of Common Stock for a Participant's           
Account, a statement of account will be mailed to the                           
participant.  A participant will also receive a statement                       
following any sale, withdrawal, transfer, or deposit for                        
safekeeping of Common Stock for the Participant's Account.                      
Participants should retain these statements for income tax and                  
other purposes.                                                                 

Voting Of Common Stock                                                          

22.  How will the Common Stock in the Participant's Account be                  
voted?                                                                

Each participant will receive a proxy statement and a form            
of proxy which will cover all Common Stock held by the                          
participant of record and all Common Stock in the Participant's                 
Account.  Such shares will be voted only in accordance with the                 
instructions of the participant.                                                
14                  

S-3D
17th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 17th
Foreign Shareholders                                                            

23.  How will the Plan apply to foreign shareholders?                           

In the case of foreign participants who have their dividends          
reinvested and whose dividends are subject to Federal income tax                
withholding, Con Edison will reinvest, after deduction of taxes,                
an amount equal to the net dividends.  Cash payments received by                
Investor Services from foreign participants will be invested in                 
the same manner as cash payments from other participants.  See                  
Question 13.  All cash payments must be in United States dollars.               

Suspension, Modification Or Termination Of The Plan                             

24.  May the Plan be changed or discontinued?                                   

Con Edison reserves the right to suspend, modify or                   
terminate the Plan at any time.  All participants will receive                  
notice of any such suspension, modification or termination.  Upon               
termination of the Plan, each Participant's Account will be                     
distributed in the same manner as if a participant had requested                
to withdraw all Common Stock from the Participant's Account.  See               
Question 18.                                                                    

Responsibility Of Con Edison                                                    

25.  What are the responsibilities of Con Edison under the Plan?                

Con Edison will not be liable for any act done in good faith          
or for any good faith omission to act, including, without                       
limitation, any failure to terminate a Participant's Account upon               
such participant's death prior to receipt by Con Edison of notice               
in writing of such death.                                                       

15                  

S-3D
18th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 18th
FEDERAL INCOME TAX INFORMATION              

A participant will be treated for Federal income tax                  
purposes as having received, on the dividend payment date, the                  
dividends used to purchase Common Stock under the Plan.  This                   
dividend is includible in the participant's gross income, even                  
though the participant does not receive the dividend in cash.  In               
addition, if Market Shares are purchased, a participant will be                 
deemed to have received, on the Investment Date, additional                     
income equal to the brokerage charges paid by Con Edison on such                
shares.  Con Edison is required to report such dividends and                    
additional income to the Internal Revenue Service.                              

A participant will not realize any taxable income solely by           
reason of transferring or withdrawing Common Stock, unless all                  
Common Stock in the Participant's Account is withdrawn, in which                
event a participant will realize a gain or loss on any fractional               
share sold.  More generally, gain or loss may be realized by a                  
shareholder whenever Common Stock is sold or otherwise                          
transferred by the shareholder.  The amount of such gain or loss                
will be the difference between the amount which the shareholder                 
receives for Common Stock and the tax basis of the Common Stock.                
The tax basis of Common Stock purchased pursuant to the Plan as                 
presently constituted will generally be the cost (including any                 
brokerage charges) as shown in the statements of account sent to                
participants.  Con Edison is required to report the sale of any                 
Common Stock from a Participant's Account to the Internal Revenue               
Service.                                                                        

Dividends reinvested under the Plan during 1982 and 1983              
were invested in newly-issued "qualified common stock", and were                
eligible for special Federal income tax treatment.  An individual               
shareholder who chose to receive dividends in the form of Common                
Stock under the Plan during 1982 and 1983 could have elected to                 
exclude a portion of such dividends from Federal income tax.                    
Common Stock acquired by a participant who so elected has a zero                
tax basis and remains subject to special Federal income tax                     
rules.                                                                          

Payments to a participant will be subject to a withholding            
tax if the participant fails to certify to Con Edison that the                  
participant is not subject to Federal income tax backup                         
withholding or fails to provide Con Edison with the participant's               
correct taxpayer identification number on Form W-9.  Currently,                 
the backup withholding tax rate is 31%.                                         

The above discussion of Federal income tax consequences is            
general in nature and should not be relied upon as tax advice.                  
Participants seeking tax advice regarding the Plan should consult               
with their own tax adviser.                                                     

16                  

S-3D
19th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 19th
INDEMNIFICATION                     
Sections 721 to 725 of the Business Corporation Law of the            
State of New York 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.                                 

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."                                                     

Insofar as indemnification for liabilities arising under the          
Securities Act of 1933 may be permitted to Trustees, officers or                
persons controlling Con Edison pursuant to the foregoing                        
provisions, Con Edison has been informed 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.               17                                                 

S-3D
20th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 20th
LEGAL MATTERS                 

The validity of the Common Stock being offered pursuant to            
this Prospectus and certain other related legal matters have been               
passed upon for Con Edison by Peter J. O'Shea, Jr., Esq., Senior                
Vice President and General Counsel.                                             

EXPERTS                 

The consolidated financial statements incorporated in this            
Prospectus by reference to Con Edison's Current Report on Form                  
8-K, dated February 29, 1996, 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.                                                        

18                  

S-3D
21st Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 21st
_________________________________________________________________               
_________________________________________________________________               

No person is authorized to give any information or to make            
any representations other than those contained or incorporated by               
reference in this Prospectus  and, if given or made, such                       
information or representations must not be relied upon as having                
been authorized by Con Edison.  This Prospectus does not                        
constitute an offer to sell or the solicitation of an offer to                  
buy any securities other than the securities described in the                   
Prospectus or an offer to sell or a solicitation of an offer to                 
buy such 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 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 of the Prospectus or that the information                 
herein is correct as of any time since such date.                               

_______________               

TABLE OF CONTENTS               

Available Information . . . . . . . . . . . . . . . . . . . .  2                
Incorporation of Certain Documents by                                           
Reference  . . . . . . . . . . . . . . . . . . . . . . . . . 2              
Con Edison  . . . . . . . . . . . . . . . . . . . . . . . .  . 4                
Use of Proceeds  . . . . . . . . . . . . . . . . . . . . . . . 4                
Description of the Plan  . . . . . . . . . . . . . . . . . . . 4                
Purpose  . . . . . . . . . . . . . . . . . . . . . . . . . . 4              
Advantages  . . . . . . . . . . . . . . . . . . . . . . . .  5              
Administration  . . . . . . . . . . . . . . . . . . . . . .  5              
Participation . . . . . . . . . . . . . . . . . . . . . . .  7              
Purchases . . . . . . . . . . . . . . . . . . . . . . . . .  8              
Safekeeping . . . . . . . . . . . . . . . . . . . . . . . . 11              
Transfers, Withdrawals and Sales . . . . . . . . . . . . .  11              
Stock Dividends, Stock Splits                                               
or Rights Offerings . . . . . . . . . . . . . . . . . . . 14            
Reports to Participants . . . . . . . . . . . . . . . . . . 14              
Voting of Common Stock . . . . . . . . . . . . . . . . . .  14              
Foreign Shareholders . . . . . . . . . . . . . . . . . . .  15              
Suspension, Modification or                                                 
Termination of the Plan . . . . . . . . . . . . . . . . . 15            
Responsibility of Con Edison . . . . . . . . . . . . . . .  15              
Federal Income Tax Information . . . . . . . . . . . . . . .  16                
Indemnification . . . . . . . . . . . . . . . . . . . . . . . 17                
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . 18                
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . 18                

_________________________________________________________________               
_________________________________________________________________               

S-3D
22nd Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 22nd
_________________________________________________________________               
_________________________________________________________________               

[Con Ed logo]               

Automatic Dividend Reinvestment and Cash Payment Plan             

_______________               

PROSPECTUS                

_______________               

The Plan is administered by, and all inquiries              
should be directed to:              

Con Edison Investor Services              
P.O. Box 149                
Cooper Station                  
New York, New York 10003                
800-522-5522                

March 14, 1996                  

_________________________________________________________________               
_________________________________________________________________               

S-3D
23rd Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 23rd
PROSPECTUS SUPPLEMENT                                                           
(To Prospectus dated November 23, 1993)                                         

Consolidated Edison Company of New York, Inc.             
Automatic Dividend Reinvestment and Cash Payment Plan               

This Prospectus Supplement amends the Prospectus, dated               
November 23, 1993, and should be read in conjunction with the                   
Prospectus.  Additional copies of the Prospectus are available                  
from Con Edison Investor Services (800-522-5522).                               

A shareholder who is enrolled in the Plan on March 1, 1996            
will automatically continue to participate in the Plan on the                   
terms set forth in the Prospectus and this Prospectus Supplement,               
unless and until such shareholder submits to Investor Services a                
written request to terminate participation in the Plan and to                   
transfer, withdraw or sell all Common Stock in the Participant's                
Account.  The most recent Authorization Form received from such a               
shareholder will continue in effect.                                            

____________________              

On the cover of the Prospectus, substitute the following for the                
third paragraph:                                                                

"This Prospectus relates to 4,260,601 shares of Common                
Stock, and reflects an amendment to the Plan which changes the                  
limit on cash payments to $24,000 in each calendar year.  The                   
Plan, which was established in 1977, was last amended effective                 
as of March 1, 1996."                                                           

Under the caption "Description of the Plan" in the Prospectus,                  
substitute the following for the first paragraph:                               

"The following question and answer presentation constitutes           
the Plan, as amended, effective as of March 1, 1996."                           

Under the caption "Description of the Plan" in the Prospectus,                  
substitute the following for the references in the responses to                 
Questions 2, 10 and 13 to the limit on optional additional                      
payments or cash payments being "$12,000 in any calendar year":                 

"$24,000 in any calendar year"                                      

S-3D
24th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 24th
Under the caption "Legal Matters" in the Prospectus, substitute                 
the following:                                                                  

"The validity of the Common Stock being offered pursuant to           
this Prospectus and certain other related legal matters have been               
passed upon for Con Edison by Peter J. O'Shea, Jr., Esq., Senior                
Vice President and General Counsel."                                            

____________________              

The date of this Prospectus Supplement is March 14, 1996.             

S-3D
25th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 25th
- 2-

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE           

The following Con Edison documents have been filed with the           
Securities and Exchange Commission (File No. 1-1217), and are                   
hereby incorporated herein by reference:                                        

-  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;                                                             

-  Current Reports on Form 8-K, dated February 13, 1995,                
June 21, 1995 and February 29, 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 hereof and prior to the termination of the                       
offering made hereby, shall be deemed to be incorporated by                     
reference herein 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 hereof                
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 hereof.                      

Con Edison will provide without charge to each person to              
whom this Prospectus Supplement 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 herein, except               
that exhibits to such documents shall not be provided unless they               
are specifically incorporated in such documents.  Requests should               
be directed to Investor Services, P.O. Box 149, Cooper Station,                 
New York, New York 10003 (Telephone No.: (800) 522-5522).                       

S-3D
26th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 26th
EXPERTS                       

The consolidated financial statements incorporated herein by          
reference to Con Edison's Current Report on Form 8-K, dated                     
February 29, 1996, 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.               

S-3D
27th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 27th
PROSPECTUS DATED NOVEMBER 23, 1993                                              

Consolidated Edison Company of New York, Inc.             
Automatic Dividend Reinvestment and Cash Payment Plan               

Consolidated Edison Company of New York, Inc. ("Con Edison")          
hereby offers participation in its Automatic Dividend                           
Reinvestment and Cash Payment Plan (the "Plan") to holders of                   
record of Con Edison's Common Stock ($2.50 par value) ("Common                  
Stock").  Participants pay no commissions or fees for purchases                 
of Common Stock under the Plan.  Common Stock purchased or                      
deposited by, or transferred to, a participant pursuant to the                  
Plan will be credited to the account of the participant                         
established under the Plan (the "Participant's Account").  The                  
Plan is administered by Con Edison Investor Services ("Investor                 
Services"), and all inquiries about a Participant's Account                     
should be directed to Investor Services at the address shown on                 
the back cover of this Prospectus.                                              

If you are already in the Plan, you need take no action to            
continue your participation.  To join the Plan, you must submit a               
completed and signed Authorization Form to Investor Services.                   

This Prospectus relates to 4,500,000 shares of Common Stock,          
and reflects amendments to the Plan which: (i) authorize Con                    
Edison to determine whether the shares to be purchased will be                  
authorized but previously unissued shares of Common Stock                       
purchased directly from Con Edison ("New Shares") or Market                     
Shares (as defined herein); (ii) change the limit on cash                       
payments to $12,000 in each calendar year; (iii) permit a                       
participant to transfer or sell Common Stock in the Participant's               
Account; and (iv) permit a participant to deposit Common Stock                  
certificates for safekeeping in the Participant's Account.  The                 
Plan, which was established in 1977, was last amended effective                 
as of February 1, 1990.                                                         

The date as of which purchases of New Shares will be                  
credited to a Participant's Account (the "New Share Investment                  
Date") for purchases with cash dividends will be the dividend                   
payment date.  For purchases of New Shares with cash payments,                  
the New Share Investment Date will be the last business day of                  
the month in which such payments are received.  New Shares will                 
be purchased at the average of the high and low prices at which                 
Common Stock was sold on the business day next preceding the New                
Share Investment Date as reported in The Wall Street Journal.                   
Market Shares will be purchased at the average price for all                    
shares of Common Stock purchased with dividends paid on the same                
date or cash payments received during the same month, as the case               
may be.  Market Shares will be credited to a Participant's                      
Account promptly after determination of the applicable average                  
price.                                                                          

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE                   
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES                  
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION                 
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE                
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY               
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.               

S-3D
28th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 28th
AVAILABLE INFORMATION                     

Con Edison is subject to the informational requirements of            
the Securities Exchange Act of 1934 and in accordance therewith                 
files reports, proxy statements and other information with the                  
Securities and Exchange Commission. Such reports, proxy                         
statements and other information can be inspected and copied at                 
the public reference facilities maintained by the Commission at                 
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549;                
at the Commission's New York Regional Office, 75 Park Place, New                
York, New York 10007; and at its Chicago Regional Office,                       
Northwest Atrium Center, 500 West Madison Avenue, Suite 1400,                   
Chicago, Illinois 60661. Copies of such material can be obtained                
from the Public Reference Section of the Commission, Judiciary                  
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at                        
prescribed rates. Such reports, proxy statements and other                      
information concerning Con Edison also can be inspected at the                  
offices of the New York Stock Exchange, Inc., 20 Broad Street,                  
New York, New York 10005, the Midwest Stock Exchange, 120 South                 
LaSalle Street, Chicago, Illinois 60605 and the Pacific Stock                   
Exchange, 301 Pine Street, San Francisco, California 94104.                     

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 Investor Services, P.O. Box 149,                 
Cooper Station, New York, New York 10003 (Telephone No.: (800)                  
522-5522 in New York State, or (800) 221-6664 outside of New York               
State).                                                                         

2                   

S-3D
29th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 29th
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE           

The following Con Edison documents have been filed with the           
Securities and Exchange Commission (File No. 1-1217), and are                   
hereby incorporated by reference in this Prospectus:                            

-  Annual Report on Form 10-K for the year ended December 31,           
1992;                                                             

-  Definitive proxy statement, dated April 5, 1993, for the             
annual meeting of stockholders held on May 17, 1993; and          

-  Quarterly Reports on Form 10-Q for the quarterly periods             
ended March 31, 1993, June 30, 1993 and September 30,             
1993.                                                             

-  Current Reports on Form 8-K, dated January 13, 1993,                 
February 1, 1993, February 4, 1993, April 7, 1993, May 19,        
1993 and June 7, 1993.                                            

-  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 Prospectus and prior to the termination of               
the offering made by this Prospectus, 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.                            

3                   

S-3D
30th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 30th
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.  Con Edison's principal office is                   
located at 4 Irving Place, New York, New York 10003 (Telephone                  
No.: (212) 460-4600).                                                           

USE OF PROCEEDS                     

The net proceeds to be received by Con Edison when New                
Shares are purchased for the Plan will be added to the general                  
funds of Con Edison and will be used for general corporate                      
purposes.  Con Edison will not receive any proceeds when Market                 
Shares are purchased.                                                           

DESCRIPTION OF THE PLAN                   

The following question and answer presentation constitutes            
the Plan, as amended, effective as of December 1, 1993.                         

Purpose                                                                         

1.   What is the purpose of the Plan?                                           

The primary purpose of the Plan is to provide participants            
with a convenient way of acquiring additional shares of Common                  
Stock without paying brokerage commissions or fees.  Also, when                 
New Shares are purchased by the Plan, Con Edison will receive                   
funds to use for general corporate purposes.                                    

4                   

S-3D
31st Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 31st
Advantages                                                                      

2.   What are some of the advantages of the Plan?                               

-  No brokerage commissions or fees for purchases of Common           
Stock                                                           

-  Convenient automatic investment of cash dividends on               
Common Stock                                                    

-  Optional additional investment of not more than $12,000            
in any calendar year                                            

-  Efficient investment because fractions of shares are               
credited to a Participant's Account (as well as whole           
shares) and earn dividends proportionate to those earned        
on whole shares                                                 

-  Con Edison will assume the burden of safekeeping Common            
Stock certificates                                              

3.   Are there any expenses for participants?                                   

Participants pay no commissions or fees for purchases or              
withdrawal of Common Stock under the Plan or for administration                 
of the Plan.  However, for sales of Common Stock under the Plan,                
brokerage commissions and any applicable transfer tax or                        
withholding tax on the sale will be deducted from the proceeds of               
the sale.  Transfers are also subject to any applicable transfer                
taxes.                                                                          

Con Edison is required to report to the Internal Revenue              
Service as income to a participant brokerage charges paid by Con                
Edison for Common Stock purchased for the Participant's Account.                
See "Federal Income Tax Information" below.                                     

Administration                                                                  

4.   Who administers the Plan?                                                  

Investor Services administers the Plan, keeps records, sends          
statements of account to participants, and performs such other                  
duties as may be necessary for the operation of the Plan, except                
for the duties of the Independent Agent and the Custodian.  See                 
Questions 5 and 6.  Correspondence and inquiries regarding the                  
Plan should be directed to Investor Services at the address shown               
on the back cover of this Prospectus.                                           

5                   

S-3D
32nd Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 32nd
A participant who changes his or her address should notify            
Investor Services.  Con Edison is required to transfer to New                   
York State ownership of Common Stock subject to dividend                        
reinvestment if the Common Stock is deemed abandoned because the                
participant's address is unknown and certain other conditions                   
exist.  Common Stock so transferred may be recovered by the                     
participant from New York State in accordance with procedures                   
established by New York State.                                                  

5.   Who purchases and sells Common Stock under the Plan?                       

An independent agent appointed by Con Edison (the                     
"Independent Agent") will purchase and sell Common Stock under                  
the Plan.  The Independent Agent will be a bank or trust company                
or a broker-dealer registered under the Securities Exchange Act                 
of 1934, and will not be affiliated with Con Edison.  Con Edison                
may appoint or terminate the Independent Agent without notice to                
participants.  Con Edison will direct the Independent Agent to                  
purchase either New Shares or Market Shares.  See Question 11.                  
The Independent Agent will select the broker or brokers (who may                
be or include the Independent Agent) through which purchases of                 
Market Shares and sales of Common Stock under the Plan will be                  
executed.                                                                       

6.   Who will hold the Common Stock certificates?                               

Unless otherwise requested by a participant (see Question             
18), either the Independent Agent or a custodian appointed by Con               
Edison (the "Custodian") will hold in custody the certificates                  
for Common Stock in the Participant's Account, including any                    
Common Stock certificates submitted by the participant for                      
safekeeping. See Question 15.  The Common Stock held under the                  
Plan by the Independent Agent or the Custodian will be registered               
in its name or that of its nominee.  The Custodian, if one is                   
appointed, will be a bank or trust company, and will not be                     
affiliated with Con Edison.  Con Edison may appoint or terminate                
a Custodian without notice to participants.                                     

6                   

S-3D
33rd Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 33rd
Participation                                                                   

7.   Who is eligible to join the Plan?                                          

All holders of record of Common Stock, in whose names Common          
Stock certificates are registered, are eligible to join the Plan;               
provided that, in the case of holders who are citizens or                       
residents of a country other than the United States of America,                 
its territories and possessions, participation in the Plan would                
not violate any local laws of such country applicable to Con                    
Edison or to the holder.  Beneficial owners of Common Stock whose               
shares are registered in names other than their own (such as a                  
bank or a broker) may become eligible to participate by having                  
registration of the shares transferred to their names.                          
Alternatively, a beneficial owner may be able to make                           
arrangements with the holder of record, for the holder of record                
to participate in the Plan on behalf of the beneficial owner, but               
any fees or charges of the holder of record in such case will be                
the responsibility of the beneficial owner.                                     

8.   How does an eligible shareholder join the Plan?                            

Eligible shareholders may join the Plan by obtaining an               
Authorization Form from Investor Services and submitting the                    
completed and signed Authorization Form to Investor Services.                   

A shareholder who is enrolled in the Plan on December 1,              
1993 will automatically continue to participate in the Plan on                  
the terms set forth in this Prospectus, unless and until such                   
shareholder submits to Investor Services a written request to                   
terminate participation in the Plan and to transfer, withdraw or                
sell all Common Stock in the Participant's Account.  The most                   
recent Authorization Form received from such a shareholder will                 
continue in effect.                                                             

A participant who wishes to change the number of shares of            
Common Stock held of record by such participant on which                        
dividends will be reinvested, should submit a new Authorization                 
Form to Investor Services.  If the new Authorization Form is                    
received by Investor Services on or before the record date                      
established for payment of a particular dividend, the new                       
Authorization Form will be effective for that dividend.  See                    
Question 12.                                                                    

7                   

S-3D
34th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 34th
9.   What does the Authorization Form provide?                                  
The Authorization Form authorizes the application for the             
Participant's Account, pursuant to the Plan, of (i) all cash                    
dividends on all Common Stock registered in the participant's                   
name (except as provided in the following paragraph), (ii) all                  
cash dividends on Common Stock credited to the Participant's                    
Account, and (iii) any cash payments submitted by the                           
participant.                                                                    

A participant may, in lieu of reinvesting the cash dividends          
on all Common Stock held of record by the participant, specify                  
the number of shares of Common Stock held of record by the                      
participant on which dividends shall be reinvested.  If the                     
number of shares held of record by the participant falls below                  
the number specified, the dividends on all such shares will be                  
reinvested.  If the number of shares of Common Stock held of                    
record by the participant subsequently increases, the number of                 
shares on which the dividends are reinvested will correspondingly               
increase up to the number originally specified.  Otherwise,                     
increases or decreases in the number of shares of Common Stock                  
held of record by the participant will not affect the number                    
specified for dividend reinvestment.                                            

10.  Are there any restrictions on the amount a participant may                 
invest under the Plan?                                                

Yes.  While there is no restriction on the amount of cash             
dividends that a participant may invest under the Plan, cash                    
payments are limited.  Cash payments submitted by a participant                 
may not be less than $20 per payment nor more than $12,000 in any               
calendar year.                                                                  

Purchases                                                                       

11.  What is the source of Common Stock purchased under the                     
Plan?                                                                 

The Common Stock purchased for the Plan will be either (i)            
New Shares purchased by the Independent Agent directly from Con                 
Edison or (ii) shares of Common Stock purchased by the                          
Independent Agent, in one or more transactions, on any securities               
exchange on which shares of Common Stock are traded, in the over-               
the-counter market or in negotiated transactions with parties not               
affiliated with Con Edison, at current market prices and on such                
terms as the Independent Agent may determine to be in the best                  
interests of the participants ("Market Shares").  Not more than                 
once in any three-month period, Con Edison will instruct the                    
Independent Agent as to whether New Shares or Market Shares are                 
to be purchased.  The statement of account sent to participants                 
after purchases will indicate whether New Shares or Market Shares               
were purchased.                                                                 
8                   

S-3D
35th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 35th
12.  How are cash dividends reinvested under the Plan?                          

If the Authorization Form is received by Investor Services            
on or before the record date established for payment of a                       
particular dividend, reinvestment of dividends will begin with                  
that dividend payment.  If the Authorization Form is received by                
Investor Services after the record date for a particular                        
dividend, that dividend will be paid in cash and reinvestment of                
dividends will commence with the following dividend payment.  The               
record date for a Common Stock dividend is ordinarily about one                 
month prior to the dividend payment date for that dividend.  Con                
Edison has historically paid cash dividends on Common Stock on                  
the 15th day of March, June, September and December.                            

No interest will be paid to participants on dividends held            
pending investment.                                                             

The number of shares to be credited to a Participant's                
Account with respect to a particular dividend payment will be                   
determined by dividing the amount of the cash dividends being                   
invested on behalf of the participant by the price of the shares,               
including fractions of a share computed to three decimal places.                
See Question 14, which explains how the price will be determined.               

If a participant has not certified to Con Edison that the             
participant is not subject to Federal income tax backup                         
withholding and that the participant's taxpayer identification                  
number is correct, Con Edison is required to withhold and submit                
to the Internal Revenue Service a tax on the dividends paid on                  
the participant's Common Stock.  For such participants, Con                     
Edison will reinvest an amount equal to the dividend payment less               
the withholding tax.  Currently, the backup withholding tax rate                
is 31%.  A form for use by participants in making the required                  
certification may be obtained from Investor Services.                           

13.  How are cash payments invested under the Plan?                             

A participant may make cash payments of not less than $20             
per payment nor more than $12,000 in any calendar year by                       
submitting to Investor Services a check or money order made                     
payable to Con Edison along with written instructions to use the                
payment to purchase Common Stock for a Participant's Account.  A                
form for use in making cash payments will be attached to the                    
statements of account sent to participants.  A cash payment may                 
be made upon enrollment in the Plan.  Within 10 days of receipt                 
by Investor Services, cash payments will be delivered to the                    
Independent Agent (or, if one is appointed, the Custodian).                     
There is no obligation to make a cash payment.                                  

No interest will be paid to participants on cash payments             
held pending investment.                                                        
9                   

S-3D
36th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 36th
The number of shares to be credited to a Participant's                
Account with respect to a cash payment will be determined by                    
dividing the cash payment by the price of the shares, including                 
fractions of a share computed to three decimal places. See                      
Question 14, which explains how the price will be determined.                   

A cash payment will be refunded to a participant if Investor          
Services receives, not later than one week prior to the date the                
payment would otherwise be invested, a written request from the                 
participant to refund the payment.                                              

14.  What will be the price for Common Stock purchased under the                
Plan?                                                                 

New Shares or Market Shares will be purchased for the Plan            
by the Independent Agent, in accordance with the latest                         
instruction given by the Company.  See Question 11.  Con Edison                 
cannot guarantee that Common Stock will be purchased at any                     
particular price.                                                               

New Shares purchased under the Plan will be credited to a             
Participant's Account at the average of the high and low prices                 
at which Common Stock was sold on the business day next preceding               
the New Share Investment Date as reported in The Wall Street                    
Journal.  If The Wall Street Journal for any reason does not                    
report such prices, the average of the high and low prices at                   
which Common Stock was sold on the last day preceding such New                  
Share Investment Date on which Common Stock was traded, as                      
reported in the Consolidated Transaction Reporting System, will                 
be used.                                                                        

Market Shares purchased under the Plan will be credited to a          
Participant's Account at the average of the actual prices paid by               
the Independent Agent for all shares of Common Stock purchased                  
with dividends paid on the same date or cash payments received                  
during the same month, as the case may be.  If Market Shares are                
to be purchased, Con Edison will instruct the Independent Agent                 
to purchase such shares promptly and in no event, in the case of                
cash dividends, more than 10 days after the dividend payment                    
date, and in the case of cash payments, more than 10 days after                 
the end of the month in which the payment is received by Investor               
Services.                                                                       

10                  

S-3D
37th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 37th
Safekeeping                                                                     

15.  Can Common Stock not purchased under the Plan be deposited                 
for safekeeping?                                                      

A participant may deposit Common Stock not purchased under            
the Plan for safekeeping in the Participant's Account, provided                 
that the certificates for the Common Stock to be deposited are                  
registered in the participant's name, or if such certificates are               
registered in another name, the participant has satisfied the                   
requirements for transfer of such certificates.  See Question 17.               
Participants depositing Common Stock for safekeeping, should                    
deliver the unendorsed Common Stock certificates, along with a                  
letter requesting safekeeping, to Investor Services.  It is                     
recommended that the certificates be sent by registered mail,                   
return receipt requested and be properly insured.                               

Registration of the Common Stock deposited for safekeeping            
will be transferred to the name of the Independent Agent or                     
Custodian or that of its nominee and credited to the                            
Participant's Account.  Thereafter, the deposited Common Stock                  
will be treated in the same manner as Common Stock purchased                    
under the Plan by the participant, and all cash dividends on the                
deposited Common Stock will be used to purchase Common Stock for                
the Participant's Account.                                                      

Transfers, Withdrawals and Sales                                                

16.  How do transfers, withdrawals and sales affect participant's               
Common Stock?                                                         

Transfers, withdrawals and sales of shares of Common Stock            
from a Participant's Account reduce the number of shares in the                 
Participant's Account, but do not otherwise affect the                          
participant's participation in the Plan. Cash dividends on any                  
Common Stock remaining in the Participant's Account will continue               
to be used to purchase Common Stock.  Any cash payment submitted                
by the participant will be used to purchase Common Stock, unless                
a refund is requested (see Question 13). Cash dividends on Common               
Stock held of record by the participant, including any Common                   
Stock withdrawn by the participant, will continue to be                         
reinvested in accordance with the participant's most recent                     
Authorization Form unless the participant submits to Investor                   
Services a new Authorization Form or a written request to                       
terminate participation in the Plan.  A form for use in                         
terminating participation in the Plan will be attached to the                   
statements of account sent to participants.                                     

11                  

S-3D
38th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 38th
If a participant sells or otherwise transfers all of the              
shares of Common Stock the participant holds outside the Plan,                  
all cash dividends on Common Stock in the Participant's Account                 
will continue to be used to purchase Common Stock until the                     
participant transfers, withdraws or sells all of the Common Stock               
in the Participant's Account.                                                   

17.  How does a participant transfer Common Stock from the                      
Participant's Account?                                                

A participant may transfer ownership of Common Stock in the           
Participant's Account to another account within the Plan.                       
Alternatively, the participant may transfer ownership of whole                  
shares of Common Stock in the Participant's Account by submitting               
to Investor Services a written request to issue Common Stock                    
certificates in the name of another person, provided this request               
is accompanied by a request to withdraw the Common Stock to be                  
transferred.  See Question 18.                                                  

To transfer Common Stock,  a participant must submit to               
Investor Services an assignment of the Common Stock in form and                 
substance satisfactory to Con Edison.  The transfer will be                     
subject to the same requirements as applicable to the transfer of               
securities generally, including the requirement of a medallion                  
signature guarantee.  No transfer will be made unless and until                 
the participant has complied with all applicable requirements.  A               
form of assignment and further information about current transfer               
requirements may be obtained from Investor Services.                            

For transfers within the Plan, Investor Services will credit          
an existing Participant's Account with the Common Stock to be                   
transferred if the transferee is already a Plan participant.                    
Otherwise, Investor Services will establish an account under the                
Plan for the transferee and credit the transferred Common Stock                 
to the new account.  The transferor and transferee will each                    
receive a statement showing the number of shares of Common Stock                
transferred.  The transferred Common Stock will be treated in the               
same manner as if it had been purchased under the Plan by the                   
transferee, and all cash dividends on the transferred Common                    
Stock will be used to purchase Common Stock under the Plan.                     

18.  How does a participant withdraw Common Stock from the                      
Participant's Account?                                                

A participant may withdraw certificates for any number of             
whole shares of Common Stock in the Participant's Account by                    
submitting to Investor Services a written request to withdraw                   
such shares.  Certificates for fractions of shares will not be                  
issued under any circumstances.  A form for use in withdrawing                  
Common Stock will be attached to the statements of account sent                 
to participants.                                                                
12                  

S-3D
39th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 39th
If a participant requests to withdraw all Common Stock in             
the Participant's Account, Con Edison will issue certificates for               
whole shares of Common Stock in the Participant's Account and                   
will instruct the Independent Agent to sell any fraction of a                   
share in the same manner as if the participant had requested                    
Common Stock to be sold.  See Question 19.                                      

Unless a transfer is requested by a participant,                      
certificates for Common Stock withdrawn from the Participant's                  
Account will be issued in the name in which the account was                     
originally established under the Plan.  See Question 17.                        

Common Stock in a Participant's Account may not be pledged.           
A participant who wishes to pledge Common Stock must first                      
request that certificates for such shares be issued in the                      
participant's name.                                                             

19.  How does a participant sell Common Stock from the                          
Participant's Account?                                                

A participant may sell all or a specified number of shares            
of Common Stock in the Participant's Account by submitting to                   
Investor Services a written request to sell such shares;                        
provided, however, that no request for the sale of less than 100                
shares of Common Stock will be processed unless such shares                     
constitute all Common Stock held in the Participant's Account. A                
form for use in selling Common Stock will be attached to the                    
statements of account sent to participants.                                     

Each week, Investor Services will aggregate all such                  
requests received during the prior week, and instruct the                       
Independent Agent to sell the aggregate number of shares of                     
Common Stock in one or more transactions.  The net proceeds of                  
such sale will be allocated among each selling participant based                
on the number of shares sold that are attributable to the                       
participant and the average sales prices, commission and transfer               
tax.  The payment to a participant may also be subject to the                   
Federal backup withholding tax.  Con Edison cannot guarantee that               
Common Stock will be sold on any specific day or at any specific                
price.                                                                          

13                  

S-3D
40th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 40th
Stock Dividends, Stock Splits Or Rights Offerings                               

20.  What happens to stock dividends, stock splits and stock                    
rights?                                                               
Any stock dividends or split shares distributed by Con                
Edison on Common Stock in a Participant's Account will be added                 
to the Participant's Account.  If a participant's most recent                   
Authorization Form specifies that dividends be reinvested on                    
fewer than all shares held of record, the number of shares                      
specified will be deemed to be proportionately increased in the                 
event of a stock dividend or stock split or proportionately                     
decreased in the event of a reverse stock split.                                

In the event of a rights offering, Con Edison will instruct           
the Independent Agent to promptly sell all rights attributable to               
shares held under the Plan and invest the proceeds in Common                    
Stock for the respective accounts of the participants in the same               
manner as in the case of investment of cash payments.  See                      
Question 13.  The number of such shares to be credited to a                     
Participant's Account will be determined by dividing the net                    
proceeds from the sale of rights attributable to shares credited                
to the Participant's Account by the price of the shares                         
purchased.  See Question 14.  A participant who wishes to                       
exercise the rights should withdraw Common Stock from the                       
Participant's Account in advance of the record date for such                    
rights offering.  See Question 18.                                              

Reports To Participants                                                         

21.  How will a participant be informed as to the status of the                 
Participant's Account?                                                

Following each purchase of Common Stock for a Participant's           
Account, a statement of account will be mailed to the                           
participant.  A participant will also receive a statement                       
following any sale, withdrawal, transfer, or deposit for                        
safekeeping of Common Stock for the Participant's Account.                      
Participants should retain these statements for income tax and                  
other purposes.                                                                 

Voting Of Common Stock                                                          

22.  How will the Common Stock in the Participant's Account be                  
voted?                                                                

Each participant will receive a proxy statement and a form            
of proxy which will cover all Common Stock held by the                          
participant of record and all Common Stock in the Participant's                 
Account.  Such shares will be voted only in accordance with the                 
instructions of the participant.                                                

14                  

S-3D
41st Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 41st
Foreign Shareholders                                                            

23.  How will the Plan apply to foreign shareholders?                           

In the case of foreign participants who have their dividends          
reinvested and whose dividends are subject to Federal income tax                
withholding, Con Edison will reinvest, after deduction of taxes,                
an amount equal to the net dividends.  Cash payments received by                
Investor Services from foreign participants will be invested in                 
the same manner as cash payments from other participants.  See                  
Question 13.  All cash payments must be in United States dollars.               

Suspension, Modification Or Termination Of The Plan                             

24.  May the Plan be changed or discontinued?                                   

Con Edison reserves the right to suspend, modify or                   
terminate the Plan at any time.  All participants will receive                  
notice of any such suspension, modification or termination.  Upon               
termination of the Plan, each Participant's Account will be                     
distributed in the same manner as if a participant had requested                
to withdraw all Common Stock from the Participant's Account.  See               
Question 18.                                                                    

Responsibility Of Con Edison                                                    

25.  What are the responsibilities of Con Edison under the Plan?                

Con Edison will not be liable for any act done in good faith          
or for any good faith omission to act, including, without                       
limitation, any failure to terminate a Participant's Account upon               
such participant's death prior to receipt by Con Edison of notice               
in writing of such death.                                                       

15                  

S-3D
42nd Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 42nd
FEDERAL INCOME TAX INFORMATION              

A participant will be treated for Federal income tax                  
purposes as having received, on the dividend payment date, the                  
dividends used to purchase Common Stock under the Plan.  This                   
dividend is includible in the participant's gross income, even                  
though the participant does not receive the dividend in cash.  In               
addition, if Market Shares are purchased, a participant will be                 
deemed to have received, on the Investment Date, additional                     
income equal to the brokerage charges paid by Con Edison on such                
shares.  Con Edison is required to report such dividends and                    
additional income to the Internal Revenue Service.                              

A participant will not realize any taxable income solely by           
reason of transferring or withdrawing Common Stock, unless all                  
Common Stock in the Participant's Account is withdrawn, in which                
event a participant will realize a gain or loss on any fractional               
share sold.  More generally, gain or loss may be realized by a                  
shareholder whenever Common Stock is sold or otherwise                          
transferred by the shareholder.  The amount of such gain or loss                
will be the difference between the amount which the shareholder                 
receives for Common Stock and the tax basis of the Common Stock.                
The tax basis of Common Stock purchased pursuant to the Plan as                 
presently constituted will generally be the cost (including any                 
brokerage charges) as shown in the statements of account sent to                
participants.  Con Edison is required to report the sale of any                 
Common Stock from a Participant's Account to the Internal Revenue               
Service.                                                                        

Dividends reinvested under the Plan during 1982 and 1983              
were invested in newly-issued "qualified common stock", and were                
eligible for special Federal income tax treatment.  An individual               
shareholder who chose to receive dividends in the form of Common                
Stock under the Plan during 1982 and 1983 could have elected to                 
exclude a portion of such dividends from Federal income tax.                    
Common Stock acquired by a participant who so elected has a zero                
tax basis and remains subject to special Federal income tax                     
rules.                                                                          

Payments to a participant will be subject to a withholding            
tax if the participant fails to certify to Con Edison that the                  
participant is not subject to Federal income tax backup                         
withholding or fails to provide Con Edison with the participant's               
correct taxpayer identification number on Form W-9.  Currently,                 
the backup withholding tax rate is 31%.                                         

The above discussion of Federal income tax consequences is            
general in nature and should not be relied upon as tax advice.                  
Participants seeking tax advice regarding the Plan should consult               
with their own tax adviser.                                                     

16                  

S-3D
43rd Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 43rd
INDEMNIFICATION                     
Sections 721 to 725 of the Business Corporation Law of the            
State of New York 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.                                 

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."                                                     

Insofar as indemnification for liabilities arising under the          
Securities Act of 1933 may be permitted to Trustees, officers or                
persons controlling Con Edison pursuant to the foregoing                        
provisions, Con Edison has been informed 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.               17                                                 

S-3D
44th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 44th
LEGAL MATTERS                 

The validity of the Common Stock being offered pursuant to            
this Prospectus and certain other related legal matters have been               
passed upon for Con Edison by T. Bowring Woodbury, II, Esq.,                    
Senior Vice President and General Counsel.                                      

EXPERTS                 

The consolidated financial statements incorporated in this            
Prospectus by reference to Con Edison's Annual Report on Form                   
10-K for the year ended December 31, 1992, have been so                         
incorporated in reliance on the report of Price Waterhouse,                     
independent accountants, given on the authority of said firm as                 
experts in auditing and accounting.                                             

18                  

S-3D
45th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 45th
_________________________________________________________________               
_________________________________________________________________               

No person is authorized to give any information or to make            
any representations other than those contained or incorporated by               
reference in this Prospectus  and, if given or made, such                       
information or representations must not be relied upon as having                
been authorized by Con Edison.  This Prospectus does not                        
constitute an offer to sell or the solicitation of an offer to                  
buy any securities other than the securities described in the                   
Prospectus or an offer to sell or a solicitation of an offer to                 
buy such 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 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 of the Prospectus or that the information                 
herein is correct as of any time since such date.                               

_______________               

TABLE OF CONTENTS               

Available Information . . . . . . . . . . . . . . . . . . . .  2                
Incorporation of Certain Documents by                                           
Reference  . . . . . . . . . . . . . . . . . . . . . . . . . 3              
Con Edison  . . . . . . . . . . . . . . . . . . . . . . . .  . 4                
Use of Proceeds  . . . . . . . . . . . . . . . . . . . . . . . 4                
Description of the Plan  . . . . . . . . . . . . . . . . . . . 4                
Purpose  . . . . . . . . . . . . . . . . . . . . . . . . . . 4              
Advantages  . . . . . . . . . . . . . . . . . . . . . . . .  5              
Administration  . . . . . . . . . . . . . . . . . . . . . .  5              
Participation . . . . . . . . . . . . . . . . . . . . . . .  7              
Purchases . . . . . . . . . . . . . . . . . . . . . . . . .  8              
Safekeeping . . . . . . . . . . . . . . . . . . . . . . . . 11              
Transfers, Withdrawals and Sales . . . . . . . . . . . . .  11              
Stock Dividends, Stock Splits                                               
or Rights Offerings . . . . . . . . . . . . . . . . . . . 14            
Reports to Participants . . . . . . . . . . . . . . . . . . 14              
Voting of Common Stock . . . . . . . . . . . . . . . . . .  14              
Foreign Shareholders . . . . . . . . . . . . . . . . . . .  15              
Suspension, Modification or                                                 
Termination of the Plan . . . . . . . . . . . . . . . . . 15            
Responsibility of Con Edison . . . . . . . . . . . . . . .  15              
Federal Income Tax Information . . . . . . . . . . . . . . .  16                
Indemnification . . . . . . . . . . . . . . . . . . . . . . . 17                
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . 18                
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . 18                

_________________________________________________________________               
_________________________________________________________________               

S-3D
46th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 46th
_________________________________________________________________               
_________________________________________________________________               

[Con Ed logo]               

Automatic Dividend Reinvestment and Cash Payment Plan             

_______________               

PROSPECTUS                

_______________               

The Plan is administered by, and all inquiries              
should be directed to:              

Con Edison Investor Services              
P.O. Box 149                
Cooper Station                  
New York, New York 10003                
800-522-5522 (in New York State)                
800-221-6664 (elsewhere)                

November 23, 1993               

_________________________________________________________________               
_________________________________________________________________               

S-3D
47th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 47th
PART II                   
INFORMATION NOT REQUIRED IN PROSPECTUS                

Item 14. Other Expenses of Issuance and Distribution.                           

Expenses payable by Registrant for the sale of the securities are               
as follows:                                                                     

Securities and Exchange Commission                                    
registration fee                             $ 43,017             
Printing                                         25,000*              
Services of Independent Accountants              10,000*              
Expenses of qualification under                                       
state blue sky laws                             5,000*            
Miscellaneous                                    20,000*              
                                 _______

Total                                          $103,017*              

_______________                                                                 
*Estimated                                                                      

Item 15.  Indemnification of Directors and Officers.                            

Reference is made to the discussion under the heading                 
"Indemnification" on page 17 of each of the prospectuses filed                  
herewith.                                                                       

Item 16.  List of 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.)         

- II-1 -            

S-3D
48th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 48th
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 July 26, 1994.                 
(Incorporated by reference to Exhibit 3.2 in Con            
Edison's Quarterly Report on Form 10-Q for the              
quarterly period ended June 30, 1994.)                      

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.                                                   

Item 17.  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; and                        

- II-2 -            

S-3D
49th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 49th
(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 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.                                                     

- II-3 -            

S-3D
50th Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 50th
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-3 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 13th day of March, 1996.               

     Consolidated Edison Company of New York, Inc.

   By       Joan S. Freilich
            Joan S. Freilich
                Vice President, Controller and
          Chief Accounting 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 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                                               
Gordon J. Davis*          Trustee                                               
Ruth M. Davis*            Trustee                                               
Ellen V. Futter*          Trustee                                               
Sally Hernandez-Pinero*   Trustee                                               
Peter W. Likins*          Trustee                                               
Frederick P. Rose*        Trustee                                               
Donald K. Ross*           Trustee                                               
Robert G. Schwartz*       Trustee                                               
Richard A. Voell*         Trustee                                               
Myles V. Whalen*          Trustee                                               
_______________                                                                 
*  Joan S. Freilich, pursuant to Powers of Attorney (executed by                
each of the officers and Trustees listed above, and filed as              
Exhibit 24 hereto), by signing her 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.                                                            
                              Joan S. Freilich
                              Joan S. Freilich
March 13, 1996                                                                  
- II-4 -            

S-3D
51st Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 51st
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 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.)                    

S-3D
Last Page of 52
TOC
1st
Previous
Next
↓Bottom
Just 52nd
4.6       By-laws of Con Edison, effective as                               
of July 26, 1994.  (Incorporated by                     
reference to Exhibit 3.2 in Con                         
Edison's Quarterly Report on Form                       
10-Q for the quarterly period ended                     
June 30, 1994.)                                         

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-3D’ Filing		Date		First		Last			Other Filings
Effective on:		4/2/96
Filed on:		3/14/96		3		24
		3/13/96		50
		3/1/96		3		23			424B2,  8-K,  8A12BEF
		2/29/96		4		26			8-K
		9/30/95		4		25			10-Q
		6/30/95		4		25			10-Q
		6/21/95		4		25			424B2,  8-K
		5/15/95		4		25			DEF 14A
		4/3/95		4		25			DEF 14A
		3/31/95		4		25			10-Q
		2/13/95		4		25			8-K
		12/31/94		4		25			10-K405
		7/26/94		48		52
		6/30/94		48		52			10-Q
		12/1/93		30		33
		11/23/93		23		46
		9/30/93		29
		6/30/93		29
		6/7/93		29
		5/19/93		29
		5/17/93		29
		4/7/93		29
		4/5/93		29
		3/31/93		29
		2/4/93		29
		2/1/93		29
		1/13/93		29
		12/31/92		29		44
		8/21/92		48		51
		8/20/92		48		51
		6/23/92		4		29
		4/28/92		48		51
		4/24/92		48		51
									List all Filings