BY-LAWS
                                       OF
                            CONSOLIDATED EDISON, INC.
                          Effective as of June 23, 1998


SECTION 1. Meetings of the  shareholders of the Company may be held at such time
and at such place  within or without the State of New York as may be  designated
by the Board of Directors or stockholders  holding one-fourth of the outstanding
shares  entitled  to vote at such  meeting,  except  that the annual  meeting of
shareholders  of the  Company  for the  election  of  Directors  and such  other
business as may  properly  come before such  meeting  shall be held on the third
Monday  in May of  each  year,  unless  otherwise  determined  by the  Board  of
Directors.


SECTION 2.  Notice of the time and place of each  shareholders'  meeting and the
purpose of the meeting shall be mailed by the Secretary of the Company, or other
officer  performing  his or her duties,  not less than the minimum nor more than
the maximum number of days permitted under New York law, to each  shareholder of
record, at his or her last known Post Office address; provided, however, that if
a shareholder be present at a meeting, in person or by proxy, without protesting
prior to the conclusion of the meeting the lack of notice of such meeting, or in
writing waives notice  thereof  before or after the meeting,  the mailing to the
shareholder of notice of the meeting is unnecessary.


SECTION 3. The  holders of a majority of the  outstanding  shares of the Company
entitled  to vote at a  shareholders'  meeting,  present  in person or by proxy,
shall constitute a quorum, but less than a quorum shall have power to adjourn.


SECTION 4. The Chairman of the Board of Directors,  or in his or her absence the
President  of the Company,  shall  preside  over each  shareholders'  meeting as
Chairman of the meeting.  In their absence,  a Vice President  designated by the
Board of Directors shall preside as Chairman of the meeting. The Chairman of the
meeting is  authorized  to  establish  such  procedures  for the  conduct of the
meeting,  and to make all  determinations  with  respect  to the  conduct of the
meeting,  that the Chairman,  in his or her sole discretion,  deems appropriate,
including  determinations as to whether business was properly brought before the
meeting.  If the  Chairman of the meeting  shall  determine,  in his or her sole
discretion, that any business was not properly brought before the meeting or was
not in  compliance,  or conflicts,  with the  procedures  for the conduct of the
meeting,  these  By-laws,  the Company's  Certificate  of  Incorporation  or any
applicable  law or  regulation,  then such business  shall not be voted upon, or
otherwise considered,  at the meeting. The Secretary of the Company shall act as
Secretary of the meeting, if present. In his or her absence, the Chairman of the
meeting may appoint any person to act as Secretary of the meeting.


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SECTION 5. A  shareholders'  meeting  may be  adjourned  by the  Chairman of the
meeting,  or by the vote of a  majority  of the shares of the  Company  that are
represented,  in person or by proxy,  at the meeting  whether or not a quorum is
present.


SECTION 6. At each  meeting of  shareholders  at which  votes are to be taken by
ballot there shall be at least two and not more than five inspectors of election
of shareholders'  votes, who shall be either designated prior to such meeting by
the Board of Trustees or, in the absence of such  designation,  appointed by the
Chairman of the meeting.


SECTION 7. Business  properly  brought  before any  shareholders'  meeting shall
include matters  specifically  set forth in the Company's  notice of the meeting
given to shareholders  and matters which the Chairman of the meeting,  in his or
her sole discretion, causes to be placed on the agenda of any such meeting. Such
business  shall also include any proposal of a  shareholder  of this Company and
any  nomination by a shareholder of a person or persons for election as director
or directors,  if such shareholder has made a written request to this Company to
have such proposal or nomination considered at such meeting, as provided herein,
and further  provided that such  proposal or nomination is otherwise  proper for
consideration  under  the  procedures  for the  conduct  of the  meeting,  these
By-laws,  the Company's  Certificate of  Incorporation  or any applicable law or
regulation.

Written notice of any proposal to be presented by any  shareholder or any person
to be nominated by any  shareholder  for election as a Director must be received
by the Secretary of the Company at its principal  executive office not less than
70 nor more than 90 days prior to the  anniversary  date of the previous  year's
annual  meeting (the  anniversary  date for the Company's  first annual  meeting
shall be deemed to be May 19, 1998); provided,  however, that if the date of the
annual meeting is first  publicly  announced or disclosed (in a public filing or
otherwise) less than 80 days prior to the date of the meeting, such notice shall
be  given  not more  than ten days  after  such  date is first so  announced  or
disclosed. Public notice shall be deemed to have been given more than 80 days in
advance of the annual meeting if the Company shall have previously disclosed, in
these By-laws or otherwise,  that the annual  meeting in each year is to be held
on a determinable  date,  unless and until the Board of Directors  determines to
hold the meeting on a different date.

A shareholder's notice of any proposal shall set forth the text of the proposal,
a brief  statement of the reasons why the shareholder  favors the proposal,  the
shareholder's  name and  address,  the  number  and  class of all  shares of the
Company  beneficially  owned by the  shareholder,  any material  interest of the
shareholder in the proposal and, if the  shareholder  intends to solicit proxies
in support of the proposal, a statement to that effect.


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A  shareholder's  notice of any person to be  nominated by the  shareholder  for
election as a Director  shall set forth the name of the person to be  nominated,
the  number  and class of all shares of the  Company  beneficially  owned by the
shareholder's  nominee, any information regarding the shareholder's nominee that
would have been required to be included in a proxy  statement  filed pursuant to
the rules under the Securities  Exchange Act of 1934, as amended, if proxies for
such  shareholder's  nominee had been  solicited by the Board of Directors,  the
signed consent of the  shareholder's  nominee to serve as a Director if elected,
the  shareholder's  name and address,  the number and class of all shares of the
Company beneficially owned by the shareholder, a description of all arrangements
or understandings  between the shareholder and the shareholder's  nominee or any
other  person or persons  (naming  such person or persons)  with  respect to the
nomination  of the  shareholder's  nominee  and, if the  shareholder  intends to
solicit proxies in support of the proposal, a statement to that effect. .


SECTION 8. The affairs of the Company  shall be managed  under the  direction of
the Board of Directors,  who shall be elected  annually by the  shareholders  by
ballot and shall hold office until their  successors  are elected and qualified.
Vacancies in the Board of Directors  may be filled by the Board by the vote of a
majority of Directors then in office. Members of the Board of Directors shall be
entitled to receive such  reasonable fees or other forms of  compensation,  on a
per diem,  annual or other basis,  as may be fixed by resolution of the Board of
Directors or the  shareholders  in respect of their services as such,  including
attendance at meetings of the Board and its committees;  provided, however, that
nothing  herein  contained  shall be construed as  precluding  any Director from
serving  the  Company in any  capacity  other than as a member of the Board or a
committee thereof and receiving compensation for such other services.


SECTION 9. Meetings of the Board of Directors shall be held at the time and
place  fixed by  resolution  of the  Board or upon call of the  Chairman  of the
Board, the President,  or any three  Directors.  The Secretary of the Company or
officer performing his duties shall give 24 hours' notice of all meetings of the
Board provided that a meeting may be held without notice  immediately  after the
annual election of Directors,  and notice need not be given of regular  meetings
held at times fixed by resolution of the Board. Meetings may be held at any time
without  notice if all the  Directors  are present and none protests the lack of
notice  either  prior to the  meeting  or at its  commencement,  or if those not
present waive notice  either  before or after the meeting.  Notice by mailing or
telegraphing,  telecopying, electronically mailing or delivering by hand, to the
usual business address, residence or electronic mailbox of the Director not less
than the time above specified before the meeting shall be sufficient. A majority
of the  Directors in office,  but not less than  one-third of the entire  Board,
shall  constitute a quorum,  but less than a quorum shall have power to adjourn.
The Chairman of the Board or, in his or her absence,  a Chairman pro tem elected
by the meeting from among the Directors present shall preside at all meetings of
the Board.  Any one or more members of the Board may participate in a meeting of
the Board by means of a conference telephone or similar communications equipment
allowing all persons participating in the meeting to hear each other at the same
time.  Participation by such means shall  constitute  presence in person at such
meeting.  Any action required or permitted to be taken by the Board may

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be taken  without a meeting if all members of the Board  consent in writing to
the adoption of a resolution  authorizing the action. Each resolution so adopted
and the written consents thereto by the members of the Board shall be filed with
the minutes of the proceedings of the Board.

SECTION  10. The Board of  Directors,  as soon as may be after the  election  of
Directors in each year,  may by a resolution  passed by a majority of the entire
Board, appoint an Executive  Committee,  to consist of the Chairman of the Board
and  three or more  additional  Directors  as the  Board  may from  time to time
determine,  which shall have and may exercise  during the intervals  between the
meetings of the Board all the powers vested in the Board except that neither the
Executive  Committee nor any other committee  appointed pursuant to this section
of these By-laws shall have  authority as to any of the following  matters:  the
submission to shareholders of any action as to which shareholders' authorization
is required by law; the filling of  vacancies  on the Board or on any  committee
thereof; the fixing of compensation of any Directors for serving on the Board or
on any  committee  thereof;  the  amendment or repeal of these  By-laws;  or the
adoption of new By-laws;  and the  amendment or repeal of any  resolution of the
Board  which by its terms shall not be so  amendable  or  repealable.  The Board
shall  have the  power at any time to change  the  membership  of the  Executive
Committee and to fill  vacancies in it. The  Executive  Committee may make rules
for the conduct of its business and may appoint such  committees  and assistants
as it may  deem  necessary.  Four  members  of  the  Executive  Committee  shall
constitute  a quorum.  The  Chairman of the Board or, in his or her  absence,  a
Chairman pro tem elected by the meeting from among the members of the  Executive
Committee present shall preside at all meetings of the Executive Committee.  The
Board may designate one or more Directors as alternate  members of any committee
appointed  pursuant  to this  section of the  By-laws who may replace any absent
member or members at any meeting of the  committee.  The Board of Directors  may
also from time to time  appoint  other  committees  consisting  of three or more
Directors  with such powers as may be granted to them by the Board of Directors,
subject to the restrictions contained in this section of the By-laws. Any one or
more members of any committee appointed pursuant to this section may participate
in any meeting of the  committee by means of a  conference  telephone or similar
communications  equipment  allowing all persons  participating in the meeting to
hear each other at the same time.  Participation  by such means shall constitute
presence in person at the meeting.  Any action required or permitted to be taken
by any  committee  appointed  pursuant to this  section  may be taken  without a
meeting if all members of the committee  consent in writing to the adoption of a
resolution  authorizing  the action.  Each resolution so adopted and the written
consents thereto by the members of the committee shall be filed with the minutes
of the proceedings of the committee.


SECTION  11. The Board of  Directors,  as soon as may be after the  election  of
Directors  in each year,  shall elect from their number a Chairman of the Board,
who shall be the chief  executive  officer  of the  Company,  and shall  elect a
President.  The Board shall also elect one or more Vice Presidents,  a Secretary
and a Treasurer, and may from time to time elect such other officers as they may
deem proper.  Any two or more offices may be held by the same person,  except as
otherwise may be required by law.



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SECTION 12. The term of office of all officers  shall be until the next election
of Directors and until their respective  successors are chosen and qualify,  but
any  officer may be removed  from office at any time by the Board of  Directors.
Vacancies  among the  officers  may be filled by the Board of  Directors  at any
meeting.


SECTION 13. The Chairman of the Board and the  President  shall have such duties
as usually pertain to their respective offices,  except as otherwise directed by
the Board of  Directors  or the  Executive  Committee,  and shall also have such
powers and duties as may from time to time be  conferred  upon them by the Board
of Directors or the  Executive  Committee.  In the absence or  disability of the
Chairman of the Board,  the President  shall perform the duties and exercise the
powers of the  Chairman  of the  Board.  In the  absence  or  disability  of the
President, one of the Vice Presidents,  as designated by the Board of Directors,
shall  perform the duties and  exercise  the powers of the  President . The Vice
Presidents  and the other  officers  of the  Company  shall have such  duties as
usually pertain to their respective offices, except as otherwise directed by the
Board of Directors,  the Executive  Committee,  the Chairman of the Board or the
President,  and shall also have such  powers and duties as may from time to time
be conferred upon them by the Board of Directors,  the Executive Committee,  the
Chairman of the Board or the President.


SECTION 14. The Board of Directors shall select such  depositories as they shall
deem proper for the funds of the Company. All checks and other transfers of such
deposited funds shall be authorized only pursuant to resolutions of the Board of
Directors. No officers, agents, employees of the Company, or other person, alone
or with  others,  shall have power to make any  checks,  notes,  drafts or other
negotiable  instruments  in the  name  of the  Company  or to bind  the  Company
thereby, except pursuant to resolutions of the Board of Directors.


SECTION 15. The Board of Directors may, in their discretion, appoint one or more
transfer agents, paying agents and/or registrars of the stock of the Company.


SECTION  16. The  Company  shall  limit the  liability  to the  Company  of, and
indemnify,  Directors and officers of the Company and other  persons  serving at
the request of the Company any other enterprise as a director, officer or in any
other capacity as and to the extent provided in the Certificate of Incorporation
of the Company.