<PAGE>




                                  FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

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


[x]   Quarterly Report Pursuant To Section 13 or 15(d) of the Securities
      Exchange Act of 1934
      FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997

                                      OR

[  ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934


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


                          Commission File No. 1-1217


                CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                             (Name of Registrant)


                    NEW YORK                        13-5009340
          (State of Incorporation)      (IRS Employer Identification No.)


          4 IRVING PLACE, NEW YORK, NEW YORK 10003 - (212) 460-4600
                        (Address and Telephone Number)


The Registrant has filed all reports required to be filed by Section 13 or 15(d)
of the  Securities  Exchange Act of 1934 during the  preceding 12 months and has
been subject to such filing requirements for the past 90 days.

                              Yes __X__ No ____


As of the close of business on April 30 1997,  the  Registrant  had  outstanding
235,012,433 shares of Common Stock ($2.50 par value).



<PAGE>



                                    - 2 -



PART I  -  FINANCIAL INFORMATION


      CONTENTS                                           PAGE NO.

ITEM 1.     Financial  Statements:

            Consolidated Balance Sheet                      3-4

            Consolidated Income Statements                  5-6

            Consolidated Statements of Cash Flows           7-8

            Note to Financial Statements                    9-10


ITEM 2.     Management's Discussion and Analysis of
            Financial Condition and Results of Operations   11-19



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



The  following  consolidated  financial  statements  are  unaudited  but, in the
opinion of  management,  reflect  all  adjustments  (which  include  only normal
recurring  adjustments)  necessary  to a fair  statement  of the results for the
interim  periods   presented.   These  condensed   unaudited  interim  financial
statements  do  not  contain  the  detail,  or  footnote  disclosure  concerning
accounting  policies  and other  matters,  which would be included in  full-year
financial  statements and,  accordingly,  should be read in conjunction with the
Company's audited financial statements (including the notes thereto) included in
the Company's  Annual  Report on Form 10-K for the year ended  December 31, 1996
(File No. 1-1217).

<PAGE>
                                     - 3 -

<TABLE>
<CAPTION>


                  CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                       CONSOLIDATED BALANCE SHEET
             AS AT MARCH 31,1997, DECEMBER 31, 1996 AND MARCH 31, 1996

                                                                      As At
                                                 March 31, 1997  Dec. 31, 1996  March 31, 1996
                                                                 (Thousands of Dollars)
<S>                                               <C>             <C>            <C>    

ASSETS
Utility plant, at original cost
Electric                                          $ 11,678,164    $ 11,588,344   $ 11,344,951
  Gas                                                1,665,996       1,642,231      1,560,433
  Steam                                                538,924         536,672        513,345
  General                                            1,160,419       1,152,001      1,108,114
                                                  ------------    ------------   ------------
      Total                                         15,043,503      14,919,248     14,526,843
    Less: Accumulated depreciation                   4,371,046       4,285,732      4,125,708
                                                  ------------    ------------   ------------
      Net                                           10,672,457      10,633,516     10,401,135
  Construction work in progress                        309,315         332,333        338,666
  Nuclear fuel assemblies and components,
    less accumulated amortization                      100,720         101,461         78,896
                                                  ------------    ------------   ------------

                             Net utility plant      11,082,492      11,067,310     10,818,697
                                                  ------------    ------------   ------------

Current assets
Cash and temporary cash investments                     94,903         106,882        103,232
Accounts receivable - customers, less
  allowance for uncollectible accounts
    of $21,535, $21,600 and $22,128                    570,595         544,004        586,578
  Other receivables                                     36,497          42,056         44,789
  Regulatory accounts receivable                        60,954          45,397           (883)
  Fuel, at average cost                                 45,946          64,709         41,533
  Gas in storage, at average cost                       22,660          44,979          8,453
  Materials and supplies, at average cost              203,675         204,801        219,421
  Prepayments                                          170,852          64,492        171,808
  Other current assets                                  15,453          15,167         14,619
                                                  ------------    ------------   ------------

Total current assets                                 1,221,535       1,132,487      1,189,550
                                                  ------------    ------------   ------------

Investments and nonutility property                    193,894         177,224        157,422
                                                  ------------    ------------   ------------

Deferred charges
  Enlightened Energy program costs                     128,204         133,718        134,261
  Unamortized debt expense                             128,234         130,786        131,244
  Recoverable fuel costs                                52,389         101,462         63,300
  Power contract termination costs                      46,848          58,560         93,696
  Other deferred charges                               289,795         271,356        264,953
                                                  ------------    ------------   ------------

                        Total deferred charges         645,470         695,882        687,454
                                                  ------------    ------------   ------------

Regulatory asset-future federal
  income taxes                                         967,977         984,282      1,029,062
                                                  ------------    ------------   ------------

                                         Total    $ 14,111,368    $ 14,057,185   $ 13,882,185
                                                  ============    ============   ============



The accompanying note is an integral part of these financial statements.

</TABLE>

<PAGE>
                                     - 4 -
<TABLE>
<CAPTION>

                  CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                       CONSOLIDATED BALANCE SHEET
             AS AT MARCH 31,1997, DECEMBER 31, 1996 AND MARCH 31, 1996

                                                                      As At
                                                 March 31, 1997  Dec. 31, 1996  March 31, 1996
                                                                 (Thousands of Dollars)
<S>                                               <C>             <C>            <C>    
CAPITALIZATION AND LIABILITIES
Capitalization
  Common stock, authorized 340,000,000 shares;
   outstanding 235,008,078 shares, 234,993,596
    shares and 234,968,376 shares                $  1,478,647    $  1,478,536   $  1,478,341
  Capital stock expense                               (34,831)        (34,903)       (35,036)
  Retained earnings                                 4,322,562       4,283,935      4,144,779
                                                 ------------    ------------   ------------
           Total common shareholders' equity        5,766,378       5,727,568      5,588,084
                                                 ------------    ------------   ------------
  Preferred stock
    Subject to mandatory redemption
      7.20%  Series I                                  47,500          47,500         47,500
      6-1/8% Series J                                  37,050          37,050         37,050
                                                 ------------    ------------   ------------
                  Total subject to mandatory
                        redemption                     84,550          84,550         84,550
                                                 ------------    ------------   ------------
    Other preferred stock
      $ 5 Cumulative Preferred                        175,000         175,000        175,000
        5-3/4%  Series  A                               7,061           7,061          7,061
        5-1/4%  Series  B                              13,844          13,844         13,844
        4.65%   Series  C                              15,330          15,330         15,330
        4.65%   Series  D                              22,233          22,233         22,233
        6% Convertible Series B                         4,519           4,630          4,824
                                                 ------------    ------------   ------------
                 Total other preferred stock          237,987         238,098        238,292
                                                 ------------    ------------   ------------
                       Total preferred stock          322,537         322,648        322,842
                                                 ------------    ------------   ------------
  Long-term debt                                    4,239,066       4,238,622      4,189,242
                                                 ------------    ------------   ------------
                        Total capitalization       10,327,981      10,288,838     10,100,168
                                                 ------------    ------------   ------------

Noncurrent liabilities
  Obligations under capital leases                     41,958          42,661         44,610
  Other noncurrent liabilities                         81,800          80,499         78,941
                                                 ------------    ------------   ------------
                Total noncurrent liabilities          123,758         123,160        123,551
                                                 ------------    ------------   ------------

Current liabilities
  Long-term debt due within one year                  103,762         106,256         82,812
  Accounts payable                                    352,461         431,115        384,561
  Customer deposits                                   159,176         159,616        157,856
  Accrued taxes                                       109,052          27,342         94,035
  Accrued interest                                     67,706          83,090         71,544
  Accrued wages                                        78,300          80,225         75,602
  Other current liabilities                           145,787         147,968        163,695
                                                 ------------    ------------   ------------
                   Total current liabilities        1,016,244       1,035,612      1,030,105
                                                 ------------    ------------   ------------

Provisions related to future federal income
  taxes and other deferred credits
  Accumulated deferred federal income tax           2,299,747       2,289,092      2,330,716
  Accumulated deferred investment tax credits         170,290         172,510        179,140
  Other deferred credits                              173,348         147,973        118,505
                                                 ------------    ------------   ------------
                      Total deferred credits        2,643,385       2,609,575      2,628,361
                                                 ------------    ------------   ------------
                                       Total     $ 14,111,368    $ 14,057,185   $ 13,882,185
                                                 ============    ============   ============



The accompanying note is an integral part of these financial statements.

</TABLE>


<PAGE>
                                     - 5 -
<TABLE>
<CAPTION>
                       CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.   
                              CONSOLIDATED INCOME STATEMENT
                    FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                    --------------------------------------------------
                                                               1997           1996
                                                               ----           ----
                                                            (Thousands of Dollars)
<S>                                                      <C>             <C>    
Operating revenues
  Electric                                                $ 1,268,950    $ 1,286,268
  Gas                                                         455,020        406,864
  Steam                                                       162,178        174,233
                                                          -----------    -----------
                             Total operating revenues       1,886,148      1,867,365
Operating expenses
  Purchased power                                             352,708        303,999
  Fuel                                                        151,354        183,888
  Gas purchased for resale                                    222,712        180,840
  Other operations                                            276,780        277,311
  Maintenance                                                 114,222        125,025
  Depreciation and amortization                               123,752        132,565(A)
  Taxes, other than federal income tax                        304,962        306,036
  Federal income tax                                           92,140        105,040
                                                          -----------    -----------
                             Total operating expenses       1,638,630      1,614,704

Operating income                                              247,518        252,661

Other income (deductions)
  Investment income                                               844          1,438
  Allowance for equity funds used during construction           1,800            513
  Other income less miscellaneous deductions                   (1,220)          (677)
  Federal income tax                                              (50)          (420)
                                                          -----------    -----------
                                   Total other income           1,374            854
                                                          -----------    -----------

Income before interest charges                                248,892        253,515

Interest on long-term debt                                     78,752         74,369
Other interest                                                  4,414          4,852
Allowance for borrowed funds used during construction            (882)          (241)
                                                          -----------    -----------
                                 Net interest charges          82,284         78,980
                                                          -----------    -----------

Net income                                                    166,608        174,535
Preferred stock dividend requirements                          (4,604)        (6,035)
Gain on refunding of preferred stock                             -            13,943(A)
                                                          -----------    -----------
Net income for common stock                               $   162,004    $   182,443
                                                          ===========    ===========

Common shares outstanding - average (000)                     235,001        234,963
Earnings per share                                          $     .69      $     .78
                                                            =========      =========
Dividends declared per share of common stock                $     .525     $     .52
                                                            ==========     =========
Sales
  Electric (Thousands of kilowatthours)
    Con Edison customers                                    8,931,868      9,173,421
    Delivery service to NYPA and others                     2,221,333      2,319,834
    Service for municipal agencies                            214,061        107,455
                                                           ----------     ----------
      Total sales in service territory                     11,367,262     11,600,710
    Off-system sales                                          311,778(B)     160,703
  Gas (dekatherms)
    Firm                                                   39,242,462     44,842,439
    Off-peak firm/interruptible                             8,204,203      6,854,310
                                                           ----------     ----------
      Total sales to Con Edison customers                  47,446,665     51,696,749
    Transportation of customer-owned gas                    4,449,030        638,990
    Off-system sales                                        3,505,393      3,848,951
                                                           ----------     ----------
      Total sales and transportation                       55,401,088     56,184,690
  Steam (Thousands of pounds)                              10,140,688     11,864,687

(A) The gain from the  preferred  stock  refunding  was offset by an  additional
    provision for depreciation.
(B) Includes 63,800 thousands of kWh  subsequently  purchased by the Company for
    sale to its customers.
The accompanying note is an integral part of these financial statements.
</TABLE>


<PAGE>
                                     - 6 -

<TABLE>
<CAPTION>
                        CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                                CONSOLIDATED INCOME STATEMENT
                    FOR THE TWELVE MONTHS ENDED MARCH 31, 1997 AND 1996
                    ---------------------------------------------------
                                                               1997           1996
                                                               ----           ----
                                                             (Thousands of Dollars)
<S>                                                       <C>            <C>    
Operating revenues
  Electric                                                $ 5,523,800    $ 5,452,368
  Gas                                                       1,063,225        901,264
  Steam                                                       391,494        381,844
                                                          -----------    -----------
                             Total operating revenues       6,978,519      6,735,476
Operating expenses
  Purchased power                                           1,321,564      1,163,538
  Fuel                                                        540,741        574,146
  Gas purchased for resale                                    460,143        329,591
  Other operations                                          1,162,805      1,134,934
  Maintenance                                                 447,834        505,638
  Depreciation and amortization                               487,599        479,182(A)
  Taxes, other than federal income tax                      1,165,125      1,150,502
  Federal income tax                                          384,260        383,960
                                                          -----------    -----------
                             Total operating expenses       5,970,071      5,721,491

Operating income                                            1,008,448      1,013,985

Other income (deductions)
  Investment income                                             7,734         17,049
  Allowance for equity funds used during construction           4,755          2,763
  Other income less miscellaneous deductions                   (9,293)        (8,424)
  Federal income tax                                            1,340         (1,010)
                                                          -----------    -----------
                                   Total other income           4,536         10,378
                                                          -----------    -----------

Income before interest charges                              1,012,984      1,024,363

Interest on long-term debt                                    312,203        301,729
Other interest                                                 16,893         26,604
Allowance for borrowed funds used during construction          (2,270)        (1,326)
                                                          -----------    -----------
                                 Net interest charges         326,826        327,007

Net income                                                    686,158        697,356
Preferred stock dividend requirements                         (18,429)       (32,706)
Gain on refunding of preferred stock                             -            13,943(A)
                                                          -----------    -----------
Net income for common stock                               $   667,729    $   678,593
                                                          ===========    ===========

Common shares outstanding - average (000)                     234,987        234,943
Earnings per share                                          $    2.84      $    2.89
                                                            =========      =========
Dividends declared per share of common stock                $    2.085     $    2.05
                                                            ==========     =========
Sales
  Electric (Thousands of kilowatthours)
    Con Edison customers                                   36,962,401     37,293,488
    Delivery service to NYPA and others                     8,718,372      8,919,160
    Service for municipal agencies                            723,899        457,020
                                                          -----------    -----------
      Total sales in service territory                     46,404,672     46,669,668
    Off-system sales (B)                                    4,068,429      4,343,726
  Gas (dekatherms)
    Firm                                                   93,180,134     96,745,941
    Off-peak firm/interruptible                            21,656,329     16,997,841
                                                          -----------    -----------
      Total sales to Con Edison customers                 114,836,463    113,743,782
    Transportation of customer-owned gas                   13,788,145     25,353,567
    Off-system sales                                       10,949,867      7,135,839
                                                          -----------    -----------
      Total sales and transportation                      139,574,475    146,233,188
  Steam (Thousands of pounds)                              28,271,763     30,979,774

(A) The gain from the  preferred  stock  refunding  was offset by an  additional
    provision for depreciation.
(B) Includes   1,617,564   and   2,243,461   thousands  of  kWh,   respectively,
    subsequently purchased by the Company for sale to its customers.
The accompanying note is an integral part of these financial statements.
</TABLE>


<PAGE>
                                     - 7 -

<TABLE>
<CAPTION>
                  CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996

                                                              1997            1996
                                                             (Thousands of Dollars)

<S>                                                        <C>             <C>    
Operating activities
    Net income                                             $ 166,608       $ 174,535
    Principal non-cash charges (credits) to income
      Depreciation and amortization                          123,752         132,565
      Deferred recoverable fuel costs                         49,073          (3,846)
      Federal income tax deferred                             24,310          44,890
      Common equity component of allowance
        for funds used during construction                    (1,749)           (485)
      Other non-cash charges                                     (56)        (14,327)
    Changes in assets and liabilities
      Accounts receivable - customers, less
        allowance for uncollectibles                         (26,591)        (89,363)
      Regulatory accounts receivable                         (15,557)         (5,598)
      Materials and supplies, including fuel
        and gas in storage                                    42,208          18,577
      Prepayments, other receivables and
        other current assets                                (101,087)       (104,384)
      Enlightened Energy program costs                         5,514          10,021
      Power contract termination costs                        11,620          (2,601)
      Accounts payable                                       (78,654)        (36,291)
      Accrued income taxes                                    68,364          61,054
      Other - net                                             (7,971)          4,289
                                                           ---------       ---------
        Net cash flows from operating activities             259,784         189,036
                                                           ---------       ---------

Investing activities including construction
     Construction expenditures                              (127,723)       (130,888)
     Nuclear fuel expenditures                                (3,149)           (655)
     Contributions to nuclear decommissioning trust          (12,127)        (12,127)
     Common equity component of allowance
         for funds used during construction                    1,749             485
                                                           ---------       ---------
         Net cash flows from investing activities
           including construction                           (141,250)       (143,185)
                                                           ---------       ---------

  Financing activities including dividends
      Issuance of long-term debt                                -            275,000
      Retirement of long-term debt                            (2,494)       (103,206)
      Advance refunding of preferred stock                      -           (316,982)
      Issuance and refunding costs                               (36)         (8,652)
      Common stock dividends                                (123,377)       (122,182)
      Preferred stock dividends                               (4,606)         (8,889)
                                                           ---------       ---------
        Net cash flows from financing activities
          including dividends                               (130,513)       (284,911)
                                                           ---------       ---------

  Net decrease in cash and temporary
    cash investments                                         (11,979)       (239,060)

  Cash and temporary cash investments
    at January 1                                             106,882         342,292
                                                           ---------       ---------

  Cash and temporary cash investments
    at March 31                                            $  94,903       $ 103,232
                                                           =========       =========

  Supplemental disclosure of cash flow information
    Cash paid during the period for:
      Interest                                             $  91,181       $  93,854
      Income taxes                                              -               -

The accompanying note is an integral part of these financial statements.
</TABLE>

<PAGE>
                                     - 8 -
<TABLE>
<CAPTION>
                  CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
              FOR THE TWELVE MONTHS ENDED MARCH 31, 1997 AND 1996

                                                                  1997            1996
                                                                  ----            ----
                                                                 (Thousands of Dollars)

<S>                                                            <C>             <C>   
Operating activities
    Net income                                                 $ 686,158       $ 697,356
    Principal non-cash charges (credits) to income
      Depreciation and amortization                              487,599         479,184
      Deferred recoverable fuel costs                             10,911         (61,665)
      Federal income tax deferred                                 20,020          27,500
      Common equity component of allowance
        for funds used during construction                        (4,538)         (2,605)
      Other non-cash charges                                      23,873          12,063
    Changes in assets and liabilities
      Accounts receivable - customers, less
        allowance for uncollectibles                              15,983        (114,753)
      Regulatory accounts receivable                             (61,837)         34,514
      Materials and supplies, including fuel
        and gas in storage                                        (2,874)         52,173
      Prepayments, other receivables and
        other current assets                                       8,414          18,266
      Enlightened Energy program costs                             6,057          36,487
      Power contract termination costs                            45,048          57,964
      Federal income tax refund                                      -           (52,937)
      Accounts payable                                           (32,100)         56,500
      Accrued income taxes                                        17,129          20,685
      Other - net                                                (41,758)         58,725
                                                               
        Net cash flows from operating activities               1,178,085       1,319,457

Investing activities including construction
      Construction expenditures                                 (672,068)       (679,634)
      Nuclear fuel expenditures                                  (51,199)        (10,922)
      Contributions to nuclear decommissioning trust             (21,301)        (28,103)
      Common equity component of allowance
        for funds used during construction                         4,538           2,605
        Net cash flows from investing activities
          including construction                                 (740,030)       (716,054)

Financing activities including dividends
      Issuance of long-term debt                                  250,000         503,285
      Retirement of long-term debt                                (82,812)       (111,171)
      Advance refunding of preferred stock                            -          (316,982)
      Advance refunding of long-term debt                         (95,329)       (155,699)
      Issuance and refunding costs                                 (9,864)        (13,786)
      Common stock dividends                                     (489,951)       (481,639)
      Preferred stock dividends                                   (18,428)        (35,564)
        Net cash flows from financing activities
          including dividends                                    (446,384)       (611,556)

Net decrease in cash and temporary
    cash  investments                                              (8,329)         (8,153)

Cash and temporary cash investments
    at beginning of period                                        103,232         111,385

Cash and temporary cash investments
    at March 31                                                 $  94,903       $ 103,232
     
Supplemental disclosure of cash flow information
  Cash paid during the period for:
      Interest                                                  $ 306,606       $ 318,308
      Income taxes                                                346,755         344,754


The accompanying note is an integral part of these financial statements.


</TABLE>


<PAGE>

                                    - 9 -

Contingency Note

Indian Point. Nuclear generating units similar in design to the Company's Indian
Point 2 unit have  experienced  problems  that  have  required  steam  generator
replacement.  Inspections of the Indian Point 2 steam generators since 1976 have
revealed various problems,  some of which appear to have been arrested,  but the
remaining  service life of the steam  generators is uncertain and may be shorter
than the unit's life.  The  projected  service life of the steam  generators  is
reassessed  periodically in the light of the inspections  made during  scheduled
outages of the unit.  Based on the latest  available  data and  current  Nuclear
Regulatory  Commission  criteria,  the Company  estimates  that steam  generator
replacement  will not be required before 1999, and possibly not until some years
later. To avoid procurement  delays in the event  replacement is necessary,  the
Company purchased replacement steam generators, which are stored at the site. If
replacement of the steam  generators is required,  such replacement is presently
estimated (in 1996 dollars) to require additional  expenditures of approximately
$110  million   (exclusive  of  replacement   power  costs)  and  an  outage  of
approximately four months. However,  securing necessary permits and approvals or
other  factors could require a  substantially  longer outage if steam  generator
replacement is required on short notice.

Nuclear  Insurance.  The  insurance  policies  covering  the  Company's  nuclear
facilities for property damage,  excess property damage, and outage costs permit
assessments under certain  conditions to cover insurers' losses. As of March 31,
1997,  the highest  amount which could be assessed for losses during the current
policy year under all of the  policies was $29 million.  While  assessments  may
also be made for losses in certain prior years,  the Company is not aware of any
losses in such years which it believes are likely to result in an assessment.

Under  certain  circumstances,  in the event of nuclear  incidents at facilities
covered  by  the  federal  government's  third-party  liability  indemnification
program, the Company could be assessed up to $79.3 million per incident of which
not more than $10  million may be  assessed  in any one year.  The  per-incident
limit is to be adjusted for inflation not later than 1998 and not less than once
every five years thereafter.

The Company  participates  in an  insurance  program  covering  liabilities  for
injuries to certain workers in the nuclear power industry.  In the event of such
injuries,  the Company is subject to  assessment  up to an estimated  maximum of
approximately $3.1 million.

Environmental Matters. The normal course of the Company's operations necessarily
involves  activities  and  substances  that  expose  the  Company  to  potential
liabilities under federal, state and local laws protecting the environment. Such
liabilities  can be material and in some instances may be imposed without regard
to fault,  or may be imposed for past acts,  even though such past acts may have
been lawful at the time they  occurred.  Sources of such  potential  liabilities
include  (but  are not  limited  to)  the  Federal  Comprehensive  Environmental
Response,   Compensation  and  Liability  Act  of  1980  ("Superfund"),  a  1994
settlement  with the New York State  Department  of  Environmental  Conservation
(DEC), asbestos, and electric and magnetic fields (EMF).


<PAGE>



                                    - 10 -

Superfund.  By its terms Superfund  imposes joint and several strict  liability,
regardless  of fault,  upon  generators  of hazardous  substances  for resulting
removal and remedial costs and environmental  damages.  The Company has received
process or notice  concerning  possible  claims under Superfund or similar state
statutes  relating  to a number of sites at which it is alleged  that  hazardous
substances  generated by the Company (and, in most instances,  a large number of
other  potentially  responsible  parties)  were  deposited.   Estimates  of  the
investigative,  removal,  remedial and  environmental  damage costs (if any) the
Company  will be obligated to pay with respect to each of these sites range from
extremely preliminary to highly refined.  Based on these estimates,  the Company
had accrued a liability at March 31, 1997 of approximately $22.2 million.  There
will be  additional  costs with respect to these and possibly  other sites,  the
materiality of which is not presently determinable.

DEC  Settlement.  In 1994 the Company agreed to a consent order settling a civil
administrative   proceeding   instituted  by  the  DEC  alleging   environmental
violations  by the  Company.  Pursuant  to the  consent  order,  the Company has
conducted an environmental  management  systems  evaluation and is conducting an
environmental compliance audit. The Company also must implement "best management
practices" plans for certain  facilities and undertake a remediation  program at
certain sites. At March 31, 1997, the Company had an accrued  liability of $17.3
million for these sites.  Expenditures for  environment-related  projects in the
five years 1997-2001,  including  expenditures to comply with the consent order,
are  currently  estimated  at $147  million.  There  will be  additional  costs,
including costs arising out of the compliance audit, the materiality of which is
not presently determinable.

Asbestos  Claims.  Suits have been brought in New York State and federal  courts
against  the  Company  and  many  other  defendants,   wherein  several  hundred
plaintiffs  sought large amounts of compensatory and punitive damages for deaths
and injuries allegedly caused by exposure to asbestos at various premises of the
Company.  Many of these  suits have been  disposed of without any payment by the
Company, or for immaterial  amounts.  The amounts specified in all the remaining
suits total billions of dollars but the Company  believes that these amounts are
greatly  exaggerated,  as were the  claims  already  disposed  of.  Based on the
information and relevant  circumstances known to the Company at this time, it is
the  opinion of the Company  that these  suits will not have a material  adverse
effect on the Company's financial position.

EMF.  Electric and magnetic  fields are found wherever  electricity is used. The
Company is the defendant in several suits claiming  property  damage or personal
injury  allegedly  resulting  from EMF. In the event that a causal  relationship
between EMF and adverse health effects is established,  or  independently of any
such causal determination, in the event of adverse developments in related legal
or public  policy  doctrines,  there could be a material  adverse  effect on the
electric utility industry, including the Company.




<PAGE>



                                    - 11 -

                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      The following  discussion  and analysis  relates to the interim  financial
statements  appearing  in this  report  and should be read in  conjunction  with
Management's Discussion and Analysis appearing in Item 7 of the Company's Annual
Report on Form 10-K for the year ended  December  31,  1996  (File No.  1-1217).
Reference  is made to the  note to the  financial  statements  in Item 1 of this
report, which note is incorporated herein by reference.

      This report includes forward-looking  statements,  which are statements of
future  expectation  and  not  facts.  Words  such  as  "estimates,"  "expects,"
"anticipates,"   "plans,"  and  similar  expressions  identify   forward-looking
statements.  Actual results or developments  might differ  materially from those
included  in  the   forward-looking   statements  because  of  factors  such  as
competition and industry restructuring,  changes in economic conditions, changes
in  historical  weather  patterns,  changes in laws,  regulations  or regulatory
policies,  developments  in  legal or  public  policy  doctrines,  technological
developments and other presently unknown or unforeseen factors.


LIQUIDITY AND CAPITAL RESOURCES


      Cash and temporary cash  investments  were $94.9 million at March 31, 1997
compared  with $106.9  million at December 31, 1996 and $103.2  million at March
31, 1996. Net cash flows from operating  activities in the first quarter of 1997
were favorably  affected by the recovery from  customers of previously  deferred
costs for fuel,  partially offset by lower operating income.  The Company's cash
balances  also reflect,  among other things,  the timing and amounts of external
financing.

      The Company  borrowed from banks at various times during the first quarter
of 1997 at prevailing  market rates.  The highest  amount  outstanding  was $165
million. The borrowings were repaid during the quarter.

      Customer accounts receivable,  less allowance for uncollectible  accounts,
amounted to $570.6  million at March 31, 1997  compared  with $544.0  million at
December 31, 1996 and $586.6  million at March 31, 1996.  In terms of equivalent
days of revenue  outstanding  (ENDRO),  these amounts represented 28.6, 28.6 and
28.7 days, respectively.

      The regulatory  accounts receivable balances of $61.0 million at March 31,
1997 and $45.4  million at December 31, 1996  represent  amounts to be recovered
from customers.  See, however, "PSC Settlement Agreement," below. The regulatory
accounts  receivable  negative  balance  of  $0.9  million  at  March  31,  1996
represented an amount to be refunded to customers.



<PAGE>



                                    - 12 -

      The  changes in  regulatory  accounts  receivable  during the first  three
months of 1997 were as follows:


                                                      1997
                              Balance                 Recoveries  Balance
                              Dec. 31,    1997        from        March 31,
(Millions of Dollars)         1996*       Accruals*   Customers** 1997*

Modified ERAM                 $   .4      $ 18.0      $  9.4      $ 27.8
Electric Incentives
  Enlightened Energy program    29.1         -          (4.9)       24.2
  Customer service               5.5         1.4        (1.5)        5.4
  Fuel and purchased power       3.5          .4        (4.0)        (.1)
  Reliability penalty             -          (.9)         -          (.9)
Gas Incentives
  System improvement             4.9          -         (1.6)        3.3
  Customer service               2.0          -          (.7)        1.3
Total                         $ 45.4      $ 18.9      $ (3.3)     $ 61.0
------------
* Negative amounts are refundable; positive amounts recoverable.
**Negative amounts were recovered; positive amounts refunded.


      In January 1997 the Company made a $225 million semi-annual payment to New
York City for property taxes. The prepayments balance at March 31, 1997 includes
the unamortized portion ($113.6 million) of this payment.

      Interest  coverage under the SEC formula for the 12 months ended March 31,
1997 was 4.03 times,  compared  with 4.18 times for the year 1996 and 4.11 times
for the 12 months ended March 31, 1996.  The decline in interest  coverage  from
year-end  1996  reflects a lower level of pre-tax  earnings and higher  interest
charges.


1995 Electric Rate Agreement

      In April 1995 the New York  Public  Service  Commission  (PSC)  approved a
three-year electric rate agreement  effective April 1, 1995. See, however,  "PSC
Settlement Agreement," below.

      For details of the 1995  electric rate  agreement,  including the electric
revenue adjustment and revenue per customer mechanisms  (Modified ERAM), see the
Management's Discussion and Analysis appearing in Item 7 of the Company's Annual
Report on Form 10-K for the year ended  December  31,  1996,  under the  heading
"Liquidity and Capital Resources - 1995 Electric Rate Agreement."


<PAGE>



                                    - 13 -

      For the  second  rate year of the 1995  electric  rate  agreement,  the 12
months ended March 31,  1997,  the  Company's  actual rate of return on electric
common equity,  excluding  incentives,  exceeded the sharing  threshold of 10.81
percent,  principally  due to  increased  productivity  and  earnings  under the
revenue per customer  provisions  of the Modified  ERAM. A provision  for excess
earnings of $26.4 million  ($18.0  million in 1996 and $8.4 million in the first
quarter of 1997) was set aside for the future benefit of customers.


PSC Settlement Agreement

      On March 13, 1997, the Company and the PSC staff entered into a settlement
agreement  (the  Settlement  Agreement)  with  respect to the PSC's  Competitive
Opportunities  proceeding.  For details concerning the Settlement Agreement, see
the  Management's  Discussion and Analysis  appearing in Item 7 of the Company's
Annual  Report on Form 10-K for the year  ended  December  31,  1996,  under the
heading "Liquidity and Capital Resources - PSC Settlement Agreement."

      The  Settlement  Agreement,  which is subject to PSC approval,  includes a
rate plan for the five-year  period beginning April 1, 1997 which supersedes the
provisions of the 1995 electric rate agreement applicable to the 12-month period
beginning  April 1, 1997.  The 1995  electric  rate  agreement  will continue in
effect,  in  accordance  with its terms,  until the PSC approves the  Settlement
Agreement,  at which time the Company expects that the Settlement Agreement will
be given  effect  retroactive  to April 1, 1997. A PSC order with respect to the
Settlement Agreement is expected by mid-1997.

     The  Office  of  the  Chief  Accountant  of  the  Securities  and  Exchange
Commission is  considering  whether  utilities  which are subject to plans that,
like the Settlement Agreement, use a transition period to recover stranded costs
must discontinue the use of Statement of Financial  Accounting  Standards (SFAS)
No. 71,  "Accounting for the Effects of Certain Types of  Regulation,"  for the
affected  portion of their  businesses  and apply the standards in SFAS No. 101,
"Regulated Enterprises-Accounting for the Discontinuation of Application of FASB
Statement No. 71." The Company  understands  that the Emerging Issues Task Force
of the Financial  Accounting  Standards Board will also consider this issue. The
Company  believes that the Settlement  Agreement  will not adversely  affect its
eligibility to continue to apply SFAS No. 71. If such eligibility were adversely
affected,  a material write-down of assets, the amount of which is not presently
determinable, could be required.

Gas and Steam Rate Increases

      For  details  of  the  Company's  gas  and  steam  rate  agreements,   see
Management's Discussion and Analysis appearing in Item 7 of the Company's Annual
Report on Form 10-K for the year ended  December  31,  1996,  under the  heading
"Liquidity and Capital Resources - Gas and Steam Rate Agreements."


<PAGE>



                                    - 14 -

      In  April  1997  the PSC  staff  filed  its  position  in the  steam  rate
proceeding  initiated by the  Company's  November  1996 steam rate  filing.  The
Company presented  justification for a rate increase of $44 million but proposed
as an alternative a four-year rate plan that would provide annual rate increases
of $16.6 million.  The PSC staff  recommended that the Company's  proposal for a
multi-year  rate plan be rejected and that the one-year  revenue  requirement be
reduced from $44 million to $13 million due principally to a disallowance of the
Company's request for increased  depreciation expense and return on equity lower
than that requested.


Competition and Industry Restructuring

      In recent years federal and New York State  initiatives  have promoted the
development of competition in the sale of electricity  and gas. For  information
about these initiatives,  see Management's  Discussion and Analysis appearing in
Item 7 of the Company's  Annual Report on Form 10-K for the year ended  December
31, 1996,  under the heading  "Liquidity and Capital  Resources  Competition and
Industry Restructuring."


Environmental Claims and Other Contingencies

     Reference is made to the note to the financial  statements included in this
report for information  concerning potential  liabilities of the Company arising
from  the  Federal  Comprehensive   Environmental  Response,   Compensation  and
Liability Act of 1980 ("Superfund"), from claims relating to alleged exposure to
asbestos, and from certain other contingencies to which the Company is subject.


RESULTS OF OPERATIONS

      Net income  for common  stock for the first  quarter  and 12 months  ended
March 31, 1997 was lower than in the corresponding 1996 periods by $20.4 million
($.09 a share) and $10.9 million ($.05 a share), respectively,  due primarily to
the  provisions of the 1995 electric rate agreement and lower steam net revenues
during milder than normal winter weather in 1997.

      In reviewing period-to-period comparisons, it should be noted that not all
changes in sales volume affected  operating  revenues.  Pursuant to the Modified
ERAM most of the  variations  in  electric  sales from the level used in setting
rates are subject to reconciliation  and deferral for refund to or recovery from
customers and therefore do not affect earnings.  Under the Settlement Agreement,
which is  subject  to PSC  approval,  the  Modified  ERAM will no longer  apply,
effective  April  1,  l997.   Under  the  current  gas  rate   agreement,   most
weather-related variations in gas sales likewise do not affect earnings.


<PAGE>



                                    - 15 -


                                                Increases (Decreases)
                                  Three Months Ended      Twelve Months Ended
                                   March 31, 1997          March 31, 1997
                                    Compared With           Compared With
                                  Three Months Ended      Twelve Months Ended
                                    March 31, 1996          March 31, 1996
                                  Amount    Percent        Amount   Percent
                                              (Amounts in Millions)

Operating revenues                  $  18.8     1.0%       $ 243.0      3.6%
Purchased power-electric and steam     48.7    16.0          158.0     13.6
Fuel - electric and steam             (32.5)  (17.7)         (33.4)    (5.8)
Gas purchased for resale               41.9    23.2          130.5     39.6

Operating revenues less purchased
  power, fuel and gas purchased for
  resale  (Net revenues)              (39.3)   (3.3)         (12.1)    (0.3)

Other operations and maintenance      (11.4)   (2.8)         (29.9)    (1.8)
Depreciation and amortization          (8.8)   (6.6)           8.4      1.8
Taxes, other than federal income tax   (1.1)   (0.4)          14.6      1.3
Federal income tax                    (12.9)  (12.3)           0.3      0.1

Operating income                       (5.1)   (2.0)          (5.5)    (0.5)

Other income less deductions
  and related federal income tax        0.5    60.9           (5.9)   (56.3)
Interest charges                        3.3     4.2           (0.2)    (0.1)

Net income                             (7.9)   (4.5)         (11.2)    (1.6)

Preferred stock dividend requirements   1.4    23.7           14.2     43.7
Gain on refunding of preferred stock  (13.9)   Large         (13.9)    Large
Net income for common stock         $ (20.4)  (11.2)%      $ (10.9)    (1.6)%


First Quarter 1997
Compared with
First Quarter 1996

      Net  revenues  (operating  revenues  less  purchased  power,  fuel and gas
purchased  for  resale)  decreased  $39.3  million in the first  quarter of 1997
compared with the 1996 period.  Electric and steam net revenues  decreased $34.6
million  and  $11.0  million,  respectively.  Gas net  revenues  increased  $6.3
million.

      Electric  net  revenues  in  the  1997  period  were  lower  than  in  the
corresponding  1996 period,  due primarily to a lower  allowed  return on common
equity and a lower level of incentive opportunities under the 1995 electric rate
agreement. Electric net revenues for the first quarter of 1997 were increased by
$14.0  million under the revenue per customer  provisions of the Modified  ERAM,
compared  with $6.8 million for the 1996  period.  Electric net revenues for the
first  quarter of 1997 include $.9 million,  compared with $10.4 million for the
1996 period,  for  incentives  earned under the  provisions of the 1995 electric
rate agreement.


<PAGE>



                                    - 16 -

      Gas net  revenues in the 1997 period  reflect  increased  retention of net
revenues from interruptible sales. Steam net revenues in the 1997 period reflect
milder than normal winter weather,  offset in part by a rate increase  effective
October 1996. There is no weather normalization provision for steam revenues.

      Electric sales,  excluding  off-system sales, in the first quarter of 1997
compared with the 1996 period were:

                           1st Quarter   1st Quarter               Percent
      Description          1997          1996          Variation   Variation
                                 (Millions of Kwhrs.)

Residential/Religious        2,642         2,710         (68)       (2.5)%
Commercial/Industrial        6,142         6,311        (169)       (2.7)%
Other                          148           153          (5)       (3.3)%

Total Con Edison Customers   8,932         9,174        (242)       (2.6)%

NYPA, Municipal Agency
 and Other Sales             2,435         2,427           8          .3 %

Total Service Area          11,367        11,601        (234)       (2.0)%


      For the first  quarter  of 1997,  firm gas  sales  volume  decreased  12.5
percent and steam sales volume  decreased  14.5 percent  compared  with the 1996
period.

      The decreases in electric, gas and steam sales volumes for the 1997 period
were due  primarily  to milder than normal 1997  winter  weather  compared  with
colder than normal 1996 winter weather.  The first quarter of 1997 was almost 17
percent warmer than the 1996 period.  After adjustment for comparability in both
periods,  primarily  for  variations  in weather,  electric  sales volume in the
Company's service territory  increased 0.6 percent in the first quarter of 1997,
firm gas sales volume decreased 0.4 percent and steam sales volume decreased 0.3
percent.

      Electric  fuel costs  decreased  $19.7  million in the 1997  period due to
decreased  generation of electricity by the Company.  Electric  purchased  power
costs  increased  in the first  quarter of 1997 by $36.9  million  over the 1996
period due to  increased  unit  purchases.  During the 1997  period the  Company
purchased  69 percent of its  electric  energy  requirements,  compared  with 58
percent for the 1996 period.  The  variations in fuel and purchased  power costs
also  reflect the  availability  of the  Company's  Indian  Point Unit 2 nuclear
generating station, which was out of service for part of the 1997 period but was
operating  during  most of the 1996  period.  Steam fuel costs  decreased  $12.8
million due to decreased  generation  of steam by the Company.  Steam  purchased
power costs were $11.8 million in the 1997 period;  the Company did not purchase
steam in the 1996 period.  Gas  purchased  for resale  increased  $41.9  million
reflecting  a higher  unit  cost of  purchased  gas,  partially  offset by lower
sendout.

      Other operations and maintenance  expenses decreased $11.4 million for the
first  quarter of 1997  compared  with the 1996 period,  due  primarily to lower
distribution expenses, reflecting the milder than normal winter.


<PAGE>



                                    - 17 -

      Depreciation and amortization  decreased $8.8 million in the first quarter
of 1997; an additional  provision for depreciation  expense of $13.9 million was
recorded in the 1996 period to offset a gain on refunding of preferred stock.

      Federal  income tax  decreased  $12.9  million for the quarter  reflecting
lower pre-tax income.

      Interest  on  long-term  debt  for the  quarter  increased  $4.4  million,
principally as a result of the issuance in March 1996 of subordinated debentures
to refund preferred stock.


Twelve Months Ended March 31, 1997
Compared with
Twelve Months Ended March 31, 1996


      Net  revenues  (operating  revenues  less  purchased  power,  fuel and gas
purchased for resale)  decreased  $12.1 million in the 12 months ended March 31,
1997  compared with the 1996 period.  Electric and steam net revenues  decreased
$32.8 million and $10.7 million,  respectively. Gas net revenues increased $31.4
million.

      Electric  net  revenues  in  the  1997  period  were  lower  than  in  the
corresponding  1996 period,  primarily due to a lower  allowed  return on common
equity under the 1995 electric rate agreement.  Electric net revenues for the 12
months ended March 31, 1997 were  increased by $66.8  million  under the revenue
per customer  provisions of the Modified  ERAM,  compared with $20.1 million for
the 1996  period.  Electric  net revenues for the 12 months ended March 31, 1997
include $45.8  million,  compared  with $46.8  million for the 1996 period,  for
incentives earned under the 1995 electric rate agreement.

     Under the  accounting  provision of the 1995  electric  rate  agreement for
Indian Point Unit 2 refueling and maintenance outages, electric net revenues for
the 12 months  ended  March 31,  1997 were  reduced  by $22.5  million;  related
expenses decreased in like amount.

      Gas net revenues in the 1997 period reflect the October 1995 rate increase
and retention of net revenues from interruptible sales. Gas net revenues for the
1997 and 1996 periods include $9.2 million and $7.4 million,  respectively,  for
incentives  earned under the 1994 gas rate agreement,  related to achievement of
gas system improvement  targets and to customer service  performance.  Steam net
revenues in the 1997 period reflect milder than normal winter weather, offset in
part by a rate increase in October 1996.


<PAGE>



                                    - 18 -

      Electric sales,  excluding off-system sales, for the 12 months ended March
31, 1997 compared with the 12 months ended March 31, 1996 were:

                            12 Months     12 Months
                            Ended         Ended
                            March 31,     March 31,                  Percent
      Description           1997          1996        Variation     Variation
                              (Millions of Kwhrs.)

Residential/Religious       10,800        10,988        (188)       (1.7)%
Commercial/Industrial       25,557        25,685        (128)       (0.5)%
Other                          606           621         (15)       (2.4)%

Total Con Edison Customers  36,963        37,294        (331)       (0.9)%

NYPA, Municipal Agency
 and Other Sales             9,442         9,376          66         0.7 %

Total Service Area          46,405        46,670        (265)       (0.6)%


      For the 12 months  ended March 31, 1997,  firm gas sales volume  decreased
3.7 percent and steam sales volume  decreased 8.7 percent compared with the 1996
period.

      The decreases in electric, gas and steam sales volumes for the 1997 period
are due primarily to milder than normal 1997 winter weather compared with colder
than normal 1996 winter  weather.  After  adjustment for  comparability  in both
periods,  primarily  for  variations  in weather,  electric  sales volume in the
Company's  service territory in the 12 months ended March 31, 1997 increased 0.9
percent.  Similarly  adjusted,  firm gas sales volume  increased 0.5 percent and
steam sales volume decreased 1.3 percent.

     Electric  fuel costs  decreased  $38.2  million  in the 1997  period due to
decreased  generation  of  electricity  by the  Company.  Purchased  power costs
increased in the 1997 period by $142.4  million over the 1996 period  reflecting
increased  unit  purchases and unit costs.  During the 1997 period,  the Company
purchased  62 percent of its  electric  energy  requirements,  compared  with 58
percent for the 1996 period.  The  variations in fuel and purchased  power costs
also  reflect  the  operation  of the  Company's  Indian  Point  Unit 2  nuclear
generating station, which had higher availability in the 1997 period than in the
1996 period.  Steam fuel costs  increased $4.8 million due to a higher unit cost
of fuel, partially offset by decreased generation of steam by the Company. Steam
purchased power costs were $15.6 million in the 1997 period; the Company did not
purchase  steam in the 1996 period.  Gas purchased for resale  increased  $130.5
million,  reflecting a higher unit cost of purchased  gas,  partially  offset by
lower sendout.



<PAGE>



                                    - 19 -

     Other operations and maintenance expenses decreased $29.9 million in the 12
months ended March 31, 1997 compared with the 1996 period,  due to decreases in:
(1) the amortization of previously  deferred  Enlightened  Energy program costs,
reflecting lower program costs; (2) electric  production  expenses  (principally
due to the Indian  Point Unit 2  refueling  and  maintenance  outage in the 1996
period); and (3) distribution expenses. These decreases were partially offset by
higher  pension and other  postretirement  benefit  expenses  (due to changes in
actuarial assumptions).

      Depreciation  and  amortization  increased $8.4 million in the 1997 period
due principally to higher plant balances.

      Taxes,  other than federal income tax,  increased  $14.6 million in the 12
months ended March 31, 1997 compared with the 1996 period,  reflecting primarily
increased property taxes.

      Investment  income decreased $9.3 million in the 1997 period due primarily
to lower investment balances.

     Interest on  long-term  debt for the  12-month  period ended March 31, 1997
increased  $10.5 million,  principally as a result of the issuance in March 1996
of subordinated debentures to refund preferred stock.




<PAGE>



                                    - 20 -

PART II. - OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   EXHIBITS


Exhibit 12  Statement of computation of ratio of earnings to fixed charges
            for the twelve-month periods ended March 31, 1997 and 1996.

Exhibit 27  Financial Data Schedule.  (To the extent provided in Rule 402 of
            Regulation S-T, this exhibit shall not be deemed "filed", or
            otherwise subject to liabilities, or be deemed part of a 
            registration statement.)


(b)   REPORTS ON FORM 8-K

      The Company  filed a Current  Report on Form 8-K,  dated  March 13,  1997,
reporting  (under  Item  5)  matters  discussed  under  "Liquidity  and  Capital
Resources - Competition and Industry Restructuring and PSC Settlement Agreement"
in Item 7 of the  Company's  Annual  Report  on Form  10-K  for the  year  ended
December 31, 1996. As to these matters, see also the discussion under "Liquidity
and Capital Resources - PSC Settlement  Agreement" in Item 2 of this report. The
Company  filed no other  Current  Reports on Form 8-K during the  quarter  ended
March 31, 1997.



<PAGE>



                                    - 21 -



                                  SIGNATURES




Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                          CONSOLIDATED EDISON COMPANY
                                                OF NEW YORK, INC.




DATE:       May 5, 1997                       Joan S. Freilich
                                              Joan S. Freilich
                                              Senior Vice President,
                                               Chief Financial Officer and
                                               Duly Authorized Officer


DATE:       May 5, 1997                       John F. Cioffi
                                              John F. Cioffi
                                               Vice President, Controller, and
                                               Chief Accounting Officer




<PAGE>




                              INDEX TO EXHIBITS

                                                                SEQUENTIAL PAGE
EXHIBIT                                                         NUMBER AT WHICH
   NO.                  DESCRIPTION                              EXHIBIT BEGINS


12    Statement  of  computation  of ratio of earnings to fixed
      charges for the twelve-month periods ended March 31, 1997
      and 1996.

27    Financial Data Schedule. (To the extent provided in Rule 402
      of Regulation S-T, this exhibit  shall not be deemed  "filed",
      or otherwise subject to liabilities, or be deemed part of a
      registration statement.)