Consolidated Edison Inc · U-3A-2 · For 12/31/97

Filed On 1/2/98   ·   Accession Number 1047862-98-5   ·   SEC File 69-00425

Statement by a Holding Company Claiming Exemption   —   Form U-3A-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: U-3A-2      Statement by a Holding Company Claiming Exemption      9     32K 

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SECURITIES AND EXCHANGE COMMISSION      
WASHINGTON, D.C.

 Form U-3A-2

           Statement by Holding Company Claiming Exemption Under
Rule U-3A-2 from the Provisions of the
Public Utility Holding Company Act of 1935

 To be Filed Annually Prior to March 1

 CONSOLIDATED EDISON, INC.

hereby files with the  Securities and Exchange  Commission,  pursuant to Rule 2,
its statement claiming exemption as a holding company from the provisions of the
Public  Utility   Holding  Company  Act  of  1935,  and  submits  the  following
information:                                                                    

1.    NAME, STATE OF  ORGANIZATION,  LOCATION AND NATURE OF BUSINESS OF CLAIMANT
      AND EVERY SUBSIDIARY  THEREOF,  OTHER THAN ANY EXEMPT WHOLESALE  GENERATOR
      (EWG) OR FOREIGN UTILITY COMPANY IN WHICH CLAIMANT  DIRECTLY OR INDIRECTLY
HOLDS AN INTEREST.                                                  

     Consolidated  Edison,  Inc.  ("Claimant")  is a  corporation  organized and
existing under the laws of the State of New York. Claimant is a holding company,
organized  to acquire  and hold  securities  of other  corporations.  Claimant's
principal  place of business is 4 Irving  Place,  New York,  New York 10003.  On
January 1, 1998,  Claimant became the parent of  Consolidated  Edison Company of
New  York,   Inc. ("Con Edison")   pursuant  to  a   corporate   reorganization 
plaan. Claimant has the following subsidiaries:                                 

A. Con Edison is a public utility  organized and existing as a corporation under
the laws of the State of New York. Con Edison supplies  electric  service in all
of New York City (except  part of Queens) and most of  Westchester  County,  New
York, an approximate 660 square mile service area with a population of more than
8 million. It also supplies gas in Manhattan,  The Bronx and parts of Queens and
Westchester,  and  steam in part of  Manhattan.  State and  municipal  customers
within the Con Edison's  service  territory  receive  electric  service from the
Power Authority of the State of New York through Con Edison's facilities. All of
Con Edison's  Common  Stock is held by  Consolidated  Edison,  Inc. Con Edison's
principal place of business is 4 Irving Place,  New York, N.Y. 10003. Con Edison
has the following subsidiaries:                                                 

     1)  Davids  Island  Development  Corp.  is  organized  and  existing  as  a
corporation  under  the laws of the State of New  York.  It owns real  property,
acquired as a possible site for an electric  generating  plant,  in Dutchess and
Columbia  Counties in New York State.  It is in the process of  disposing of the
property. It is a wholly-owned  subsidiary of Con Edison. Its principal place of
business is 4 Irving Place, New York, N.Y. 10003.                               

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     2) D.C.K.  Management  Corp. is a  corporation  organized and existing as a
corporation  under the laws of the State of New York.  It owns real  property in
the  City of New  York.  It is a  wholly-owned  subsidiary  of Con  Edison.  Its
principal place of business is 4 Irving Place New York, N.Y. 10003.             

     3) Honeoye Storage  Corporation a corporation  organized and existing under
the laws of the State of New York. It was  incorporated to own and operate a gas
storage  facility in upstate New York. It is 23 1/3 percent owned by Con Edison.
Its  principal  place of  business is c/o Essex  Hydro  Associated, LLC 1 State 
Street, Suite 1200, Boston, Mass., 02109.                                       

B. Consolidated  Edison  Solutions,  Inc. ("CES") is organized and existing as a
corporation  under the laws of the State of New York.  It is in the  business of
marketing wholesale and retail energy and related services. It is a wholly-owned
non-utility,  subsidiary of  Consolidated  Edison,  Inc. Its principal  place of
business is 701 Westchester Avenue, Suite 201 West, White Plains, N.Y. 10604.   

      1) CES has a 33 1/3%  interest  in  Inventory  Management  &  Distribution
Company, Inc. ("IMD"), an energy marketing company,  organized and existing as a
corporation  under the laws of Delaware.  IMD's  principal  place of business is
5599 San Felipe, Suite 870, Houston, TX 77056.                                  

C. Consolidated Edison Development, Inc. ("CEDI") is organized and existing as a
corporation  under the laws of the State of New York.  It is in the  business of
investing in foreign and domestic energy and other  infrastructure  projects and
marketing of Con Edison's technical services. It is a wholly-owned subsidiary of
Consolidated  Edison, Inc. Its principal place of business is 111 Broadway,  8th
Floor, New York, N.Y. 10006. It has the following subsidiaries.                 

     1) Con Edison Development Guatemala,  Ltd. ("CEDG") a corporation organized
and  existing  under the laws of the Cayman  Islands.  It is in the  business of
investing  in  energy  projects  in  Central  America.  It  is a  wholly-  owned
subsidiary of CEDI.  Its  principal  place of business is c/o Maples and Calder,
Attorneys-at-Law,  Ugland House, South Church Street, P.O. Box 309, George Town,
Grand  Cayman,  Cayman  Islands,  British  West  Indies.  It has  the  following
subsidiary:                                                                     

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             a. Energy Partners of Central America  ("EPCA").  EPCA is a limited
partnership  organized and existing under the laws of the Cayman Islands. It was
organized  to invest in a  electric  power  project in  Guatemala.  CEDG owns an
approximately 92.27% interest in ECPA. ECPA's principal place of business is c/o
Maples and Calder, Attorneys-at-Law, Ugland House, South Church Street, P.O. Box
309,  George Town,  Grand Cayman,  Cayman  Islands,  British West Indies.  It is
expected  that in early 1998 EPCA will  become the owner of less than a majority
interest in Generadora Electrica del Norte, ("GENOR"),  which has been organized
and is existing  under the laws of Guatemala.  GENOR has been formed to develop,
own and operate an electric  generating facility to be constructed in the Puerto
Barrios Municipality,  Department of Izabel, Republic of Guatemala.             

      2) IEP  Global  Development,  LLC  ("IGD")  a  limited  liability  company
organized  and  existing  under the laws of  Delaware.  It is in the business of
developing  and  acquiring   electric   power   generation,   transmission   and
distribution  projects  outside the United States.  CEDI owns a 60 % interest in
IGD. IGD's principal office is 4800 Hampden Lane, Suite 910, Bethesda,  Maryland
20814.                                                                          

     3) Consolidated Edison Leasing,  Inc. ("CEL"), a corporation  organized and
existing  under  the  laws  of the  state  of  Delaware.  CEL is a  wholly-owned
subsidiary of CED formed to invest in lease transactions.                       

D.  Consolidated  Edison  Energy,  Inc.  ("CEEI") a  corporation  organized  and
existing  under  the  laws of the  State of New  York.  It was  incorporated  in
November  1997  to  engage  in  non-utility  elctric  generation,   power  plant
operations and services, and energy marketing and services in the United States.
It is a wholly-owned  subsidiary of Consolidated  Edison,  Inc. CEEI's principal
place of business is c/o Consolidated  Edison  Solutions,  Inc., 701 Westchester
Avenue, Suite 201 West, White Plains, N.Y. 10604.                               

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     2. A BRIEF  DESCRIPTION  OF THE  PROPERTIES  OF  CLAIMANT  AND  EACH OF ITS
SUBSIDIARY PUBLIC UTILITY COMPANIES USED FOR THE GENERATION,  TRANSMISSION,  AND
DISTRIBUTION OF ELECTRIC  ENERGY FOR SALE, OR FOR THE PRODUCTION,  TRANSMISSION,
AND  DISTRIBUTION  OF NATURAL OR  MANUFACTURED  GAS,  INDICATING THE LOCATION OF
PRINCIPAL   GENERATING  PLANTS,   TRANSMISSION  LINES,   PRODUCING  FIELDS,  GAS
MANUFACTURING  PLANTS, AND ELECTRIC AND GAS DISTRIBUTION  FACILITIES,  INCLUDING
ALL SUCH  PROPERTIES  WHICH  ARE  OUTSIDE  THE STATE IN WHICH  CLAIMANT  AND ITS
SUBSIDIARIES  ARE ORGANIZED AND ALL  TRANSMISSION  OR PIPELINES WHICH DELIVER OR
RECEIVE ELECTRIC ENERGY OR GAS AT THE BORDERS OF SUCH STATE.                    

      Claimant  and its  subsidiaries  other  than Con  Edison  are not  "public
utility  companies" for the purposes of the Public Utilities Holding Company Act
of  1935  and do not  own  any  such  properties.  Due to the  proximity  of the
effective  date of this  filing to the close of the most recent  calendar  year,
December 31, 1997,  final data for 1997 is not yet available.  Accordingly,  the
information  provided  is based on 1996 data or  estimates.  Final data for 1997
will be included  in  Claimant's  Form U-3A-2 to be filed on or before  March 1,
1998.                                                                           

Con Edison's Utility Properties                                                 

Con Edison's Electric Generating Facilities                         

Con Edison owns the following electric generating facilities:       

Generating                    Net Generating                        
Station                    Capacity 12/31/96                  
                   (Megawatts - Summer Rating)
Fossil-Fueled                                                       
Ravenswood (3 Units)              1,742                       
Astoria  (3 Units)                1,075                       
Arthur Kill    (2 Units)            826                       
East River     (2 Units)            300                       
Bowline Point (2 Units)                                       
- two-thirds interest     808             
Roseton (2 Units)                                             
- 40% interest                 480                  
Other (4 Units)               231                 
Nuclear  (1 Unit)                      931                          
Gas Turbines (39 Units)              1,940                          
Total                          8,333                    

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      Con  Edison's  electric  generating  stations are located in New York City
with the exception of the Indian Point nuclear  station in  Westchester  County,
New York;  the Bowline  Point  station in  Rockland  County,  New York;  and the
Roseton station in Orange County, New York. The generating  stations are held in
fee with the following exceptions: (i) Orange and Rockland Utilities, Inc. (O&R)
has a one-third interest and the Company has a two-thirds interest as tenants in
common in the Bowline Point station,  which is operated by O&R; and (ii) Central
Hudson Gas & Electric  Corporation  (Central Hudson) has a 35 percent  interest,
Niagara Mohawk Power Corporation (NIMO) has a 25 percent interest and Con Edison
has a 40 percent  interest as tenants in common in the Roseton station (which is
operated by Central  Hudson) with Central Hudson having the right to acquire Con
Edison's interest in 2004. None of Con Edison's electric  generation  facilities
are outside New York State.                                                     

Con Edison's Electric Transmission Facilities                       

      Con Edison has transmission  interconnections  with NIMO,  Central Hudson,
New York  State  Electric  and Gas  Corporation,  Connecticut  Light  and  Power
Company,  Long Island Lighting Company,  the Power Authority of the State of New
York,  and Public  Service  Electric  and Gas  Company.  Con  Edison's  electric
transmission  facilities are located in New York City and  Westchester,  Orange,
Rockland,  Putnam and Dutchess counties in New York State. At December 31, 1996,
the  Company's  transmission  system  had  approximately  432 miles of  overhead
circuits  operating at 138, 230, 345, 500 kilovolts and  approximately 378 miles
of  underground  circuits  operating  at  138  and  345  kilovolts.   There  are
approximately  267 miles of radial  subtransmission  circuits  operating  at 138
kilovolts.  Con  Edison's  15  transmission  substations,  supplied  by circuits
operated at 69 kilovolts and above, have a total transformer  capacity of 15,632
megavolt  amperes.  None of Con Edison's  electric  transmission  facilities are
outside New York State. Con Edison maintains the following six  interconnections
with Public  Service  Electric and Gas  Corporation of New Jersey (PSE&G) at the
New  York-New  Jersey state line:  a 230 KV overhead  transmission  line between
PSE&G's  Linden  substation  in Linden  New  Jersey  and Con  Edison's  Goethals
substation on Staten  Island;  two  underground-underwater  345 kV  transmission
lines between PSE&G's Hudson  generating  station in Jersey City, New Jersey and
Con  Edison's  Farragut  substation  in  Brooklyn,  New York;  a 500 kV overhead
transmission  line between the Company's  Ramapo  substation in Rockland County,
New York  and  PSE&G's  facilities  in  Branchburg,  New  Jersey  and two 345 kV
transmission  lines  between the Ramapo  substation  and PSE&G's  facilities  in
Waldwick,  New Jersey. Con Edison also maintains an overhead 345 kv transmission
line from its Pleasant  Valley  Substation  in Dutchess  County,  New York which
interconnects  with the facilities of the Connecticut  Light & Power Corporation
at the New York-Connecticut state line.                                         

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Con Edison's Electric Distribution Facilities                       

     Con Edison owns various  electric  distribution  substations and facilities
located  throughout New York City and Westchester  County, New York. At December
31, 1996, Con Edison's  distribution  system had 294  distribution  substations,
with a transformer capacity of 20,065 megavolt amperes, 32,307 miles of overhead
distribution lines and 87,001 miles of underground  distribution  lines. None of
Con  Edison's  electric  distribution  facilities  are located  outside New York
State.                                                                          

Con Edison's Gas Facilities                                         

     Natural gas is delivered by pipeline to Con Edison at various points in its
service  territory  and  is  distributed  to  customers  by Con  Edison  through
approximately  4,200 miles of mains and 367,000 service lines. Con Edison owns a
natural gas  liquification  facility and storage tank at its Astoria property in
Queens,  New  York.  The plant can  store  approximately  1,000  mdth of which a
maximum of about 250 mdth can be  withdrawn  per day. Con Edison has about 1,230
mdth of additional  natural gas storage  capacity at a field in upstate New York
owned and operated by Honeoye Storage Corporation,  a corporation 23 1/3 percent
owned by Con Edison. None of Con Edison's gas facilities are located outside New
York State.                                                                     

3.   INFORMATION FOR CALENDAR YEAR 1997 WITH RESPECT TO CLAIMANT AND EACH OF ITS
SUBSIDIARY PUBLIC UTILITY COMPANIES. <F1>                           

     (a)  Number  of  Kilowatt  Hours of  Electric  Energy  Sold (At  Retail  or
Wholesale), and Dekatherms of Natural or Manufactured Gas Distributed at Retail.

                         Electric (kwhrs)        Gas (Dth)
Claimant                      None                    None          
Con Edison  Retail:           37,204,000,000          119,086,547   
 Wholesale:         3,917,000,000          N/A

     (b) Number of Kilowatt  Hours of Electric  Energy and Dekatherms of Natural
or  Manufactured  Gas Distributed at Retail Outside the State in which Each Such
Company is Organized.                                                           
                         Electric (kwhrs)        Gas (Dth)
Claimant                      None                    None          
Con Edison                    None                    None <F2>     

<F1> Due to the proximity of the  effective  date of this filing to the close of
the most  recent  calendar  year,  final  data  for  1997 is not yet  available.
Accordingly,  the information provided is based on 1996 data or estimates. Final
data for 1997  will be  included  in  Claimant's  Form  U-3A-2 to be filed on or
before March 1, 1998.                                                           
<F2> Con Edison sold 384,300 Dth of gas to a retail customer  located outside of
New York State, but it was not distributed through the facilities of Con Edison.

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     c.  Number  of  Kwh  of  Electric  Energy  and  Dekatherms  of  Natural  or
Manufactured Gas Sold at Wholesale  Outside the State in which Each Such Company
is Organized, or at the State line.                                             
                         Electric (kwhrs)        Gas (Dth)
Claimant                      None                    None          
Con Edison                    918,400,000<F3>         7,852,797     

     d. Number of Kilowatt Hours of Electric Energy and Dekatherms of Natural or
Manufactured  Gas  Purchased  Outside  the State in which  Each Such  Company is
Organized or at the State line.                                                 

                         Electric (kwhrs)        Gas (Dth)
Claimant                      None                    None          
Con Edison                    11,865,000,000 <F4>     219,439,813   

     4. THE  FOLLOWING  INFORMATION  FOR THE  REPORTING  PERIOD WITH  RESPECT TO
CLAIMANT  AND EACH  INTEREST  IT HOLDS  DIRECTLY  OR  INDIRECTLY  IN AN EWG OR A
FOREIGN UILITY COMPANY, STATING MONETARY AMOUNT IN UNITED STATES DOLLARS.       

      a) Name, location, business address and description of the facilities used
by the EWG or foreign  utility  company  for the  generation,  transmission  and
distribution  of electric  energy for sale or for the  distribution at retail of
natural or manufactured gas.                                                    

      b) Name of each  system  company  that  holds an  interest  in such EWG or
foreign utility company and description of the interest held.                   

      c) Type and amount of capital  invested,  directly or  indirectly,  by the
holding  company  claiming  exemption;  any direct or indirect  guarantee of the
security of the EWG or foreign utility  company by the holding company  claiming
exemption;  and any  debt or  other  financial  obligation  for  which  there is
recourse,  directly or indirectly,  to the holding company claiming exemption or
another system company other than the EWG or foreign utility company.           

     d) Capitalization and earnings of the EWG or foreign utility company during
the reporting period.                                                           

   e) Identify any service,  sales or construction  contract(s)  between the
EWG or foreign utility  company and a system company,  and describe the services
to be rendered or goods sold and fees or revenues under such agreements.        

<F3> Does not include  sales of  109,000,000  kwhrs to power                    
marketers.                                                                      
<F4> Does  not  include  purchases  of  633,975,000  kwhrs  from  power         
marketers.                                                                      

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     Claimant  does not  directly or  indirectly  own any interest in any EWG or
foreign utility. See, however , Item 1.C.1)a., above. Also, CED owns less than a
5%  limited  partnership  interest  in  Project  Fund III,  a  Delaware  limited
partnership, which may have interests in foreign utilities and EWG's.           

 EXHIBIT A

      A  CONSOLIDATING  STATEMENT  OF INCOME AND SURPLUS OF THE CLAIMANT AND ITS
SUBSIDIARY  COMPANIES FOR THE LAST CALENDAR YEAR,  TOGETHER WITH A CONSOLIDATING
BALANCE SHEET OF CLAIMANT AND ITS  SUBSIDIARY  COMPANIES AS OF THE CLOSE OF SUCH
CALANDAR YEAR.                                                                  

      On January 1, 1998,  Claimant  became the  holding  company for Con Edison
pursuant  to an  Agreement  and  Plan  of  Exchange  approved  by  Con  Edison's
shareholders  on  December  12,  1997.  For  additional  information  about this
reorganization,  see the Proxy  Statement  and  Prospectus  of Claimant  and Con
Edison included in Claimant's Registration Statement on Form S-4 (No. 333-39164;
declared effective by the Commission on October 31, 1997).                      

      Due to the proximity of the effective  date of this filing to the close of
the most recent calendar year,  financial statements for the year ended December
31, 1997 are not yet available.  Con Edison's consolidating financial statements
for the year ended December 31, 1997 will be included in Claimant's  Form U-3A-2
to be filed on or before  March 1,  1997.  Because  the  reorganization  was not
effective  until  January 1, 1998,  no  consolidating  financial  statements  of
Claimant will be prepared.                                                      

      Con Edison's 1996 financial  statements have been included in Con Edison's
Annual  Report  on Form  10-K  for the  fiscal  year  ended  December  31,  1996
(Commission  File  No.  1-1217).  Con  Edison's  1997  third  quarter  financial
statements have been included in Con Edison's  Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 1997.                                  

 EXHIBIT B

      Because no financial  statements are being included herewith (see Appendix
A), no Financial Data Schedule is being submitted.                              

 EXHIBIT C

      Because  Claimant does not directly or indirectly  own any interest in any
EWG or Foreign utility, no organization chart is being submitted.               

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      The above-named  claimant has caused this statement to be duly executed on
its behalf by its authorized officer on this 2nd day of January, 1998.          

                             Consolidated Edison, Inc.

                           By:  HYMAN SCHOENBLUM
                          Hyman Schoenblum
                                       Vice President and Controller

Name,  title,  and  address  of  officer  to  whom  notices  and  correspondence
concerning this statement should be addressed:                                  

Peter J. O'Shea, Jr.                                                            
Senior Vice President and General Counsel                                       
4 Irving Place                                                                  
New York, N.Y. 10003.                                                           

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This U-3A-2 Filing		Date		First		Last			Other Filings
		12/31/96		5		8
		3/1/97		8
		9/30/97		8
		10/31/97		8					S-4
		12/12/97		8					8-K, 8-K12G3
For The Period Ended		12/31/97		4		8			10-K, U-3A-2
		1/1/98		1		8
Filed On / Filed As Of		1/2/98							8-K, 8-K12G3, S-3DPOS, S-8, S-8 POS
		3/1/98		4		6
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