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 JUNE 30, 1999

                                       OR

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

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




<TABLE>
<S>               <C>                                                     <C>              <C>
Commission        Exact name of registrant as specified in its charter    State of         I.R.S. Employer
File Number       and principal office address and telephone number       Incorporation    I.D. Number

1-14514           CONSOLIDATED EDISON, INC.                               New York         13-3965100
                  4 Irving Place, New York, New York 10003
                  (212) 460-4600

 1-1217           CONSOLIDATED EDISON COMPANY
                       OF NEW YORK, INC.                                  New York         13-5009340
                  4 Irving Place, New York, New York 10003
                  (212) 460-4600
</TABLE>


Each 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 July 31, 1999, (i) Consolidated Edison,
Inc. ("CEI") had outstanding  221,020,241 Common Shares ($.10 par value) and
(ii) all of the outstanding Common Stock ($2.50 par value) of Consolidated
Edison Company of New York, Inc. was held by CEI.
<PAGE>
                                     - 2 -


                                TABLE OF CONTENTS

                                                                          PAGE

FILING FORMAT                                                                 2

PART I. -  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL  STATEMENTS:

                  Consolidated Edison, Inc.
                           Consolidated Balance Sheet                       3-4
                           Consolidated Income Statements                   5-7
                           Consolidated Statements of Cash Flows            8-9

                  Consolidated Edison Company of New York, Inc.
                           Consolidated Balance Sheet                     10-11
                           Consolidated Income Statements                 12-14
                           Consolidated Statement of Cash Flows           15-16

                  Notes to Financial Statements                           17-19

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS                             20-29
                  OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES                           29
                  ABOUT MARKET RISK



PART II. -  OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS                                                30-31

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS              31-32

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                 32-33


FILING FORMAT

This Quarterly Report on Form 10-Q is a combined quarterly report being filed
separately by two different registrants: Consolidated Edison. Inc. ("CEI") and
Consolidated Edison Company of New York, Inc. ("Con Edison"). CEI is a holding
company that owns all of the outstanding Common Stock ($2.50 par value) of Con
Edison, has certain other subsidiaries, and has no significant business
operations other than through its subsidiaries. Any references in this report to
the "Company" are to CEI and Con Edison, collectively. Con Edison makes no
representation as to the information contained in this report relating to CEI
and the subsidiaries of CEI other than Con Edison.
<PAGE>
                                       -3-


                            CONSOLIDATED EDISON, INC.
                           CONSOLIDATED BALANCE SHEET
            AS AT JUNE 30, 1999, DECEMBER 31, 1998 AND JUNE 30, 1998

<TABLE>
<CAPTION>
                                                                                           As at
                                                                     -------------------------------------------------
                                                                     JUNE 30, 1999   DECEMBER 31, 1998   JUNE 30, 1998
                                                                     -------------   -----------------   -------------
                                                                                   (Thousands of Dollars)
<S>                                                                  <C>             <C>                 <C>
ASSETS

UTILITY PLANT, AT ORIGINAL COST
   Electric                                                           $11,140,874       $12,039,082       $11,878,103
   Gas                                                                  1,885,118         1,838,550         1,784,322
   Steam                                                                  613,888           604,761           588,534
   General                                                              1,221,663         1,204,262         1,203,749
                                                                      -----------       -----------       -----------
        Total                                                          14,861,543        15,686,655        15,454,708
      Less:  Accumulated depreciation                                   4,508,545         4,726,211         4,562,740
                                                                      -----------       -----------       -----------
        Net                                                            10,352,998        10,960,444        10,891,968
   Construction work in progress                                          317,186           347,262           298,349
   Nuclear fuel assemblies and components, less
     accumulated amortization                                              84,368            98,837           105,515
                                                                      -----------       -----------       -----------
                           NET UTILITY PLANT                           10,754,552        11,406,543        11,295,832
                                                                      -----------       -----------       -----------

CURRENT ASSETS
   Cash and temporary cash investments                                    291,135           102,295           105,008
   Funds held - divestiture of utility plant                            1,101,814              --                --
   Funds held for refunding of debt                                          --                --              99,519
   Accounts receivable - customer, less allowance for
     uncollectible accounts of $27,998, $24,957 and $22,570               522,584           521,648           521,262
   Other receivables                                                       56,470            49,381            56,653
   Fuel, at average cost                                                   16,664            33,289            34,745
   Gas in storage, at average cost                                         32,899            49,656            40,701
   Materials and supplies, at average cost                                150,984           184,916           191,489
   Prepayments                                                            155,440           131,374            74,260
   Other current assets                                                    37,746            20,984            16,176
                                                                      -----------       -----------       -----------
                           TOTAL CURRENT ASSETS                         2,365,736         1,093,543         1,139,813
                                                                      -----------       -----------       -----------

INVESTMENTS
   Nuclear decommissioning trust funds                                    288,361           265,063           240,603
   Other                                                                  172,374           113,382           100,821
                                                                      -----------       -----------       -----------
                           TOTAL INVESTMENTS                              460,735           378,445           341,424
                                                                      -----------       -----------       -----------

DEFERRED CHARGES
   Enlightened Energy program costs                                        49,394            68,381            91,026
   Unamortized debt expense                                               138,453           135,897           135,679
   Recoverable fuel costs                                                  12,211            22,013            17,339
   Power contract termination costs                                        71,233            70,621            69,943
   Other deferred charges                                                 284,160           254,944           245,338
                                                                      -----------       -----------       -----------
                           TOTAL DEFERRED CHARGES                         555,451           551,856           559,325
                                                                      -----------       -----------       -----------

REGULATORY ASSET - FUTURE FEDERAL INCOME TAXES                            808,006           951,016           899,799
                                                                      -----------       -----------       -----------

                                          TOTAL                       $14,944,480       $14,381,403       $14,236,193
                                                                      ===========       ===========       ===========
</TABLE>


The accompanying notes are an integral part of these financial statements
<PAGE>
                                       -4-


                            CONSOLIDATED EDISON, INC.
                           CONSOLIDATED BALANCE SHEET
            AS AT JUNE 30, 1999, DECEMBER 31, 1998 AND JUNE 30, 1998

<TABLE>
<CAPTION>
                                                                                      As at
                                                              -----------------------------------------------------
                                                              JUNE 30, 1999     DECEMBER 31, 1998     JUNE 30, 1998
                                                              -------------     -----------------     -------------
                                                                                    (Thousands of Dollars)
<S>                                                           <C>               <C>                   <C>
CAPITALIZATION AND LIABILITIES

CAPITALIZATION
   Common stock, authorized 500,000,000 shares;
     outstanding 223,101,749 shares, 232,833,494 shares
     and 234,151,294 shares                                    $  1,482,341        $  1,482,341        $  1,482,343
   Retained earnings                                              4,697,439           4,700,500           4,468,930
   Treasury stock, at cost; 12,045,900 shares, 2,654,600
     shares and 1,336,800 shares                                   (579,519)           (120,790)            (59,340)
   Capital stock expense                                            (36,221)            (36,446)            (36,835)
                                                               ------------        ------------        ------------
TOTAL COMMON SHAREHOLDERS' EQUITY                                 5,564,040           6,025,605           5,855,098

   Preferred stock subject to mandatory redemption                   37,050              37,050              84,550
   Other preferred stock                                            212,563             212,563             233,468
   Long-term debt                                                 4,200,120           4,050,108           4,197,576
                                                               ------------        ------------        ------------
                TOTAL CAPITALIZATION                             10,013,773          10,325,326          10,370,692
                                                               ------------        ------------        ------------

NONCURRENT LIABILITIES
   Obligations under capital leases                                  36,013              37,295              38,475
   Other noncurrent liabilities                                     255,120             203,543             132,933
                                                               ------------        ------------        ------------
                TOTAL NONCURRENT LIABILITIES                        291,133             240,838             171,408
                                                               ------------        ------------        ------------

CURRENT LIABILITIES
   Long-term debt due within one year                               350,000             225,000             200,000
   Accounts payable                                                 384,963             371,274             366,314
   Notes payable                                                    258,498                --                44,024
   Customer deposits                                                196,010             181,236             170,653
   Accrued taxes                                                    403,963              15,670              67,718
   Accrued interest                                                  56,497              76,466              83,512
   Accrued wages                                                     79,903              83,555              80,586
   Other current liabilities                                        188,713             188,186             186,199
                                                               ------------        ------------        ------------
                TOTAL CURRENT LIABILITIES                         1,918,547           1,141,387           1,199,006
                                                               ------------        ------------        ------------

PROVISIONS RELATED TO FUTURE FEDERAL INCOME TAXES AND
   OTHER DEFERRED CREDITS
   Accumulated deferred federal income tax                        2,160,878           2,392,812           2,227,669
   Accumulated deferred investment tax credits                      138,689             154,970             159,300
   Other deferred credits                                           421,460             126,070             108,118
                                                               ------------        ------------        ------------
                Total deferred credits                            2,721,027           2,673,852           2,495,087
                                                               ------------        ------------        ------------

                                          TOTAL                $ 14,944,480        $ 14,381,403        $ 14,236,193
                                                               ============        ============        ============
</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>
                                       -5-

                            CONSOLIDATED EDISON, INC.
                          CONSOLIDATED INCOME STATEMENT
              FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                1999               1998
                                                                ----               ----
                                                                 (Thousands of Dollars)
<S>                                                          <C>              <C>
OPERATING REVENUES
  Electric                                                   $1,162,543       $1,286,320
  Gas                                                           189,700           196,562
  Steam                                                          52,878            57,411
  Non-utility                                                    73,960            20,748
                                                            -------------     -------------
       TOTAL OPERATING REVENUES                               1,479,081         1,561,041
                                                            -------------     -------------

OPERATING EXPENSES
  Purchased power                                               281,451           324,426
  Fuel                                                          121,427           123,870
  Gas purchased for resale                                       78,012            86,902
  Other operations                                              274,619           289,388
  Maintenance                                                   107,089           132,709
  Depreciation and amortization                                 133,615           129,265
  Taxes, other than federal income tax                          284,979           290,415
  Federal income tax                                             48,204            36,015
                                                            -------------     -------------
       TOTAL OPERATING EXPENSES                               1,329,396         1,412,990
                                                            -------------     --------------
OPERATING INCOME                                                149,685           148,051

OTHER INCOME (DEDUCTIONS)
  Investment income                                                 606             3,080
  Allowance for equity funds used during                            937               575
  construction
  Other income less miscellaneous deductions                       (919)            1,038
  Federal income tax                                               (658)              525
                                                            ---------------   ---------------
       TOTAL OTHER INCOME                                           (34)            5,218
                                                            ----------------  --------------


INCOME BEFORE INTEREST CHARGES                                   149,651          153,269

Interest on long-term debt                                        75,820           76,985
Other interest                                                     4,473           10,066
Allowance for borrowed funds used during                            (438)            (294)
construction                                                ---------------   -------------
                                                                  79,855           86,757
       NET INTEREST CHARGES                                 ---------------   -------------

PREFERRED STOCK DIVIDEND REQUIREMENTS                              3,398             4,536
                                                            ---------------   ---------------
NET INCOME FOR COMMON STOCK                                $      66,398     $      61,976
                                                            =============     =============

COMMON SHARES OUTSTANDING - AVERAGE (000)                        225,982           234,992
BASIC AND DILUTED EARNINGS PER SHARE                       $        0.30            $ 0.26
                                                            =============     =============


DIVIDENDS DECLARED PER SHARE OF COMMON STOCK                     $ 0.535            $ 0.53
                                                            =============     =============
</TABLE>

The accompanying notes are an integral part of these financial statements.



<PAGE>

                                      -6-

                            CONSOLIDATED EDISON, INC.
                          CONSOLIDATED INCOME STATEMENT
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                1999               1998
                                                                ----               ----
                                                                 (Thousands of Dollars)
<S>                                                          <C>                <C>
OPERATING REVENUES
   Electric                                                  $ 2,356,043        $ 2,577,643
   Gas                                                           571,042            595,732
   Steam                                                         193,611            192,801
   Non-utility                                                   134,971             47,912
                                                             -----------        -----------
          TOTAL OPERATING REVENUES                             3,255,667          3,414,088
                                                             -----------        -----------

OPERATING EXPENSES
   Purchased power                                               569,277            682,676
   Fuel                                                          238,967            258,424
   Gas purchased for resale                                      258,543            276,341
   Other operations                                              566,591            565,218
   Maintenance                                                   212,515            250,684
   Depreciation and amortization                                 266,323            257,523
   Taxes, other than federal income tax                          585,359            592,634
   Federal income tax                                            149,939            127,976
                                                             -----------        -----------
          TOTAL OPERATING EXPENSES                             2,847,514          3,011,476
                                                             -----------        -----------

OPERATING INCOME                                                 408,153            402,612

OTHER INCOME (DEDUCTIONS)
   Investment income                                               2,022              5,984
   Allowance for equity funds used during construction             1,909              1,087
   Other income less miscellaneous deductions                     (1,287)               535
   Federal income tax                                               (878)              (454)
                                                             -----------        -----------
          TOTAL OTHER INCOME                                       1,766              7,152
                                                             -----------        -----------

INCOME BEFORE INTEREST CHARGES                                   409,919            409,764

Interest on long-term debt                                       151,663            156,043
Other interest                                                     9,306             11,313
Allowance for borrowed funds used during construction               (892)              (557)
                                                             -----------        -----------
          NET INTEREST CHARGES                                   160,077            166,799
                                                             -----------        -----------

PREFERRED STOCK DIVIDEND REQUIREMENTS                              6,796              9,072
                                                             -----------        -----------
NET INCOME FOR COMMON STOCK                                  $   243,046        $   233,893
                                                             ===========        ===========

COMMON SHARES OUTSTANDING - AVERAGE (000)                        228,496            235,205
BASIC AND DILUTED EARNINGS PER SHARE                         $      1.06        $      0.99
                                                             ===========        ===========


DIVIDENDS DECLARED PER SHARE OF COMMON STOCK                 $      1.07        $      1.06
                                                             ===========        ===========
</TABLE>


The accompanying notes are an integral part of these financial statements.
<PAGE>
                                       -7


                            CONSOLIDATED EDISON, INC.
                          CONSOLIDATED INCOME STATEMENT
               FOR THE TWELVE MONTHS ENDED JUNE 30, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                 1999               1998
                                                                 ----               ----
                                                                 (Thousands of Dollars)
<S>                                                          <C>                <C>
OPERATING REVENUES
   Electric                                                  $ 5,452,845        $ 5,715,902
   Gas                                                           934,919          1,021,216
   Steam                                                         322,742            360,151
   Non-utility                                                   224,120             89,328
                                                             -----------        -----------
          TOTAL OPERATING REVENUES                             6,934,626          7,186,597
                                                             -----------        -----------

OPERATING EXPENSES
   Purchased power                                             1,140,384          1,365,334
   Fuel                                                          559,550            581,468
   Gas purchased for resale                                      419,511            487,733
   Other operations                                            1,159,328          1,122,965
   Maintenance                                                   439,244            464,450
   Depreciation and amortization                                 527,314            512,182
   Taxes, other than federal income tax                        1,200,827          1,197,978
   Federal income tax                                            429,602            389,767
                                                             -----------        -----------
          TOTAL OPERATING EXPENSES                             5,875,760          6,121,877
                                                             -----------        -----------

OPERATING INCOME                                               1,058,866          1,064,720

OTHER INCOME (DEDUCTIONS)
   Investment income                                               7,839             14,220
   Allowance for equity funds used during construction             3,253              2,215
   Other income less miscellaneous deductions                    (16,034)            (2,839)
   Federal income tax                                              1,805               (853)
                                                             -----------        -----------
          TOTAL OTHER INCOME                                      (3,137)            12,743
                                                             -----------        -----------

INCOME BEFORE INTEREST CHARGES                                 1,055,729          1,077,463

Interest on long-term debt                                       304,291            316,257
Other interest                                                    16,393             20,695
Allowance for borrowed funds used during construction             (1,581)            (1,110)
                                                             -----------        -----------
          NET INTEREST CHARGES                                   319,103            335,842
                                                             -----------        -----------

PREFERRED STOCK DIVIDEND REQUIREMENTS                             14,731             18,209
                                                             -----------        -----------
NET INCOME FOR COMMON STOCK                                  $   721,895        $   723,412
                                                             ===========        ===========

COMMON SHARES OUTSTANDING - AVERAGE (000)                        230,797            235,152
BASIC AND DILUTED EARNINGS PER SHARE                         $      3.13        $      3.08
                                                             ===========        ===========


DIVIDENDS DECLARED PER SHARE OF COMMON STOCK                 $      2.13        $      2.11
                                                             ===========        ===========
</TABLE>


The accompanying notes are an integral part of these financial statements.
<PAGE>
                                       -8-


                            CONSOLIDATED EDISON, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                                1999               1998
                                                                                ----               ----
                                                                                (Thousands of Dollars)
<S>                                                                         <C>                <C>
OPERATING ACTIVITIES
   Net income for common stock                                              $   243,046        $   233,893

   PRINCIPAL NON-CASH CHARGES (CREDITS) TO INCOME
      Depreciation and amortization                                             266,323            257,523
      Deferred recoverable fuel costs                                             9,802             80,962
      Federal income tax deferred                                              (385,669)           (17,810)
      Common equity component of allowance for funds
           used during construction                                              (1,870)            (1,057)
      Other non-cash charges (credits)                                           16,954             (7,139)

   CHANGES IN ASSETS AND LIABILITIES
      Accounts receivable-customer, less allowance for uncollectibles              (936)            59,901
      Materials and supplies, including fuel and gas in storage                  67,314             15,730
      Prepayments, other receivables and other current assets                   (47,917)             3,961
      Enlightened Energy program costs                                           18,987             26,781
      Power contract termination costs                                           (1,050)               904
      Cost of removal less salvage                                              572,521            (36,390)
      Accounts payable                                                           13,689            (73,800)
      Accrued income taxes                                                      385,319             15,760
      Other-net                                                                    (182)             2,244
                                                                            -----------        -----------
          NET CASH FLOWS FROM OPERATING ACTIVITIES                            1,156,331            561,463
                                                                            -----------        -----------

INVESTING ACTIVITIES INCLUDING CONSTRUCTION
      Construction expenditures                                                (271,035)          (264,331)
      Nuclear fuel expenditures                                                  (2,947)            (3,194)
      Contributions to nuclear decommissioning trust                            (10,650)           (10,650)
      Common equity component of allowance for funds
           used during construction                                               1,870              1,057
                                                                            -----------        -----------
          NET CASH FLOWS FROM INVESTING ACTIVITIES
              INCLUDING CONSTRUCTION                                           (282,762)          (277,118)
                                                                            -----------        -----------

FINANCING ACTIVITIES INCLUDING DIVIDENDS
      Utility plant divestiture                                                 560,351               --
      Funds held-divestiture of utility plant                                (1,101,814)              --
      Repurchase of common stock                                               (423,500)           (59,340)
      Net proceeds from short-term debt                                         258,498             44,024
      Issuance of long-term debt                                                275,000            385,000
      Retirement of long-term debt                                                 --             (100,000)
      Advance refunding of long-term debt                                          --             (605,240)
      Issuance and refunding costs                                               (8,716)            (6,975)
      Funds held for refunding of debt                                             --              229,355
      Common stock dividends                                                   (244,548)          (249,619)
                                                                            -----------        -----------
          NET CASH FLOWS FROM FINANCING ACTIVITIES
              INCLUDING DIVIDENDS                                              (684,729)          (362,795)
                                                                            -----------        -----------

NET INCREASE (DECREASE) IN CASH AND TEMPORARY CASH INVESTMENTS                  188,840            (78,450)

CASH AND TEMPORARY CASH INVESTMENTS AT JANUARY 1                                102,295            183,458
                                                                            -----------        -----------

CASH AND TEMPORARY CASH INVESTMENTS AT JUNE 30                              $   291,135        $   105,008
                                                                            ===========        ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Cash paid during the period for:
     Interest                                                               $   145,132        $   153,463
     Income taxes                                                               118,283            174,426
</TABLE>


The accompanying notes are an integral part of these financial statements.
<PAGE>
                                       -9-


                            CONSOLIDATED EDISON, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
               FOR THE TWELVE MONTHS ENDED JUNE 30, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                                 1999               1998
                                                                                 ----               ----
                                                                                 (Thousands of Dollars)
<S>                                                                          <C>                <C>
OPERATING ACTIVITIES
   Net income for common stock                                               $   721,895        $   723,412

    PRINCIPAL NON-CASH CHARGES (CREDITS) TO INCOME
       Depreciation and amortization                                             527,314            512,182
       Deferred recoverable fuel costs                                             5,128             25,831
       Federal income tax deferred                                              (281,429)           (69,550)
       Common equity component of allowance for funds
             used during construction                                             (3,177)            (2,153)
       Other non-cash charges (credits)                                           35,391             (3,551)

  CHANGES IN ASSETS AND LIABILITIES
       Accounts receivable-customer, less allowance for uncollectibles            (1,322)           (48,489)
       Materials and supplies, including fuel and gas in storage                  66,388              5,546
       Prepayments, other receivables and other current assets                  (102,567)           213,132
       Enlightened Energy program costs                                           41,632             29,811
       Power contract termination costs                                           (1,050)            (2,959)
       Cost of removal less salvage                                              536,879            (81,571)
       Accounts payable                                                           18,649             (9,124)
       Accrued income taxes                                                      322,980            120,997
       Other-net                                                                  73,914             63,568
                                                                             -----------        -----------
          NET CASH FLOWS FROM OPERATING ACTIVITIES                             1,960,625          1,477,082
                                                                             -----------        -----------

INVESTING ACTIVITIES INCLUDING CONSTRUCTION
       Construction expenditures                                                (625,548)          (626,244)
       Nuclear fuel expenditures                                                  (6,809)           (10,543)
       Contributions to nuclear decommissioning trust                            (21,301)           (14,904)
       Common equity component of allowance for funds
             used during construction                                              3,177              2,153
                                                                             -----------        -----------
          NET CASH FLOWS FROM INVESTING ACTIVITIES
               INCLUDING CONSTRUCTION                                           (650,481)          (649,538)
                                                                             -----------        -----------

FINANCING ACTIVITIES INCLUDING DIVIDENDS
     Utility plant divestiture                                                   560,351               --
     Funds held - divestiture of utility plant                                (1,101,814)              --
       Repurchase of common stock                                               (479,407)           (59,340)
       Net proceeds from short-term debt                                         214,474             29,024
       Issuance of long-term debt                                                350,000            715,000
       Retirement of long-term debt                                             (100,000)          (202,630)
       Advance refunding of preferred stock                                      (68,405)              --
       Advance refunding of long-term debt                                      (100,000)          (605,240)
       Issuance and refunding costs                                              (10,605)           (15,495)
       Funds held for refunding of debt                                           99,519            (99,519)
       Common stock dividends                                                   (488,130)          (496,567)
                                                                             -----------        -----------
          NET CASH FLOWS FROM FINANCING ACTIVITIES
                INCLUDING DIVIDENDS                                           (1,124,017)          (734,767)
                                                                             -----------        -----------

NET INCREASE (DECREASE) IN CASH AND TEMPORARY CASH INVESTMENTS                   186,127             92,777

CASH AND TEMPORARY CASH INVESTMENTS AT BEGINNING OF PERIOD                       105,008             12,231
                                                                             -----------        -----------

CASH AND TEMPORARY CASH INVESTMENTS AT JUNE 30                               $   291,135        $   105,008
                                                                             ===========        ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Cash paid during the period for:
     Interest                                                                $   277,625        $   312,087
     Income taxes                                                                299,564            383,879
</TABLE>


The accompanying notes are an integral part of these financial statements.
<PAGE>
                                       -10-


                  CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                                  BALANCE SHEET
            AS AT JUNE 30, 1999, DECEMBER 31, 1998 AND JUNE 30, 1998

<TABLE>
<CAPTION>
                                                                                As at
                                                           -------------------------------------------------
                                                           JUNE 30, 1999   DECEMBER 31, 1998   JUNE 30, 1998
                                                           -------------   -----------------   -------------
                                                                       (Thousands of Dollars)
<S>                                                        <C>             <C>                 <C>
ASSETS

UTILITY PLANT, AT ORIGINAL COST
   Electric                                                 $11,140,874       $12,039,082       $11,878,103
   Gas                                                        1,885,118         1,838,550         1,784,322
   Steam                                                        613,888           604,761           588,534
   General                                                    1,221,663         1,204,262         1,203,749
                                                            -----------       -----------       -----------
        Total                                                14,861,543        15,686,655        15,454,708
      Less:  Accumulated depreciation                         4,508,545         4,726,211         4,562,740
                                                            -----------       -----------       -----------
        Net                                                  10,352,998        10,960,444        10,891,968
   Construction work in progress                                317,186           347,262           298,349
   Nuclear fuel assemblies and components, less
     accumulated amortization                                    84,368            98,837           105,515
                                                            -----------       -----------       -----------
                           NET UTILITY PLANT                 10,754,552        11,406,543        11,295,832
                                                            -----------       -----------       -----------

CURRENT ASSETS
   Cash and temporary cash investments                          274,533            30,026            20,258
   Funds held-divestiture of utility plant                    1,101,814              --                --
   Funds held for refunding of debt                                --                --              99,519
   Accounts receivable - customer, less allowance for
     uncollectible accounts of $24,107, $22,600 and
     $21,739                                                    480,574           491,493           508,905
   Other receivables                                             54,668            45,935            47,306
   Fuel, at average cost                                         16,664            33,289            34,745
   Gas in storage, at average cost                               30,923            46,801            37,985
   Materials and supplies, at average cost                      150,984           184,916           191,489
   Prepayments                                                  151,381           130,198            72,956
   Other current assets                                          34,222            20,911            16,163
                                                            -----------       -----------       -----------
                           TOTAL CURRENT ASSETS               2,295,763           983,569         1,029,326
                                                            -----------       -----------       -----------

INVESTMENTS
   Nuclear decommissioning trust funds                          288,361           265,063           240,603
   Other                                                         15,705            14,750            13,699
                                                            -----------       -----------       -----------
                           TOTAL INVESTMENTS                    304,066           279,813           254,302
                                                            -----------       -----------       -----------

DEFERRED CHARGES
   Enlightened Energy program costs                              49,394            68,381            91,026
   Unamortized debt expense                                     138,453           135,897           135,679
   Recoverable fuel costs                                        12,211            22,013            17,339
   Power contract termination costs                              71,233            70,621            69,943
   Other deferred charges                                       284,160           254,944           245,338
                                                            -----------       -----------       -----------
                           TOTAL DEFERRED CHARGES               555,451           551,856           559,325
                                                            -----------       -----------       -----------

REGULATORY ASSET - FUTURE FEDERAL INCOME TAXES                  808,006           951,016           899,799
                                                            -----------       -----------       -----------

                                          TOTAL             $14,717,838       $14,172,797       $14,038,584
                                                            ===========       ===========       ===========
</TABLE>


The accompanying notes are an integral part of these financial statements.
<PAGE>
                                      -11-


                  CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                                  BALANCE SHEET
            AS AT JUNE 30, 1999, DECEMBER 31, 1998 AND JUNE 30, 1998

<TABLE>
<CAPTION>
                                                                                     As at
                                                               ----------------------------------------------------
                                                               JUNE 30, 1999    DECEMBER 31, 1998     JUNE 30, 1998
                                                               -------------    -----------------     -------------
                                                                              (Thousands of Dollars)
<S>                                                            <C>              <C>                   <C>
CAPITALIZATION AND LIABILITIES

CAPITALIZATION
   Common stock                                                $  1,482,341        $  1,482,341        $  1,482,343
   Repurchased CEI common stock                                    (563,874)           (120,790)            (59,340)
   Retained earnings                                              4,524,170           4,517,529           4,273,902
   Capital stock expense                                            (36,221)            (36,356)            (36,835)
                                                               ------------        ------------        ------------
                 TOTAL COMMON SHAREHOLDERS' EQUITY                5,406,416           5,842,724           5,660,070
                                                               ------------        ------------        ------------
   Preferred stock
     Subject to mandatory redemption
             7.20% Series I                                            --                  --                47,500
            6-1/8% Series J                                          37,050              37,050              37,050
                                                               ------------        ------------        ------------
                 TOTAL SUBJECT TO MANDATORY REDEMPTION               37,050              37,050              84,550
                                                               ------------        ------------        ------------
      Other preferred stock
           $5 Cumulative Preferred                                  175,000             175,000             175,000
             5-3/4% Series A                                           --                  --                 7,061
             5-1/4% Series B                                           --                  --                13,844
             4.65% Series C                                          15,330              15,330              15,330
             4.65% Series D                                          22,233              22,233              22,233
                                                               ------------        ------------        ------------
                  TOTAL OTHER PREFERRED STOCK                       212,563             212,563             233,468
                                                               ------------        ------------        ------------
                  TOTAL PREFERRED STOCK                             249,613             249,613             318,018
                                                               ------------        ------------        ------------
   Long-term debt                                                 4,200,120           4,050,108           4,197,576
                                                               ------------        ------------        ------------
                  TOTAL CAPITALIZATION                            9,856,149          10,142,445          10,175,664
                                                               ------------        ------------        ------------

NONCURRENT LIABILITIES
   Obligations under capital leases                                  35,858              37,295              38,475
   Other noncurrent liabilities                                     255,120             203,543             132,933
                                                               ------------        ------------        ------------
                  TOTAL NONCURRENT LIABILITIES                      290,978             240,838             171,408
                                                               ------------        ------------        ------------

CURRENT LIABILITIES
   Long-term debt due within one year                               350,000             225,000             200,000
   Accounts payable                                                 369,839             357,315             354,532
   Notes payable                                                    221,498                --                44,024
   Customer deposits                                                207,671             181,236             180,853
   Accrued taxes                                                    400,926              17,621              74,662
   Accrued interest                                                  56,538              76,507              83,512
   Accrued wages                                                     79,903              83,555              80,586
   Other current liabilities                                        180,329             184,989             183,704
                                                               ------------        ------------        ------------
                  TOTAL CURRENT LIABILITIES                       1,866,704           1,126,223           1,201,873
                                                               ------------        ------------        ------------

PROVISIONS RELATED TO FUTURE FEDERAL INCOME TAXES AND
   OTHER DEFERRED CREDITS
   Accumulated deferred federal income tax                        2,143,860           2,382,273           2,222,210
   Accumulated deferred investment tax credits                      138,689             154,970             159,300
   Other deferred credits                                           421,458             126,048             108,129
                                                               ------------        ------------        ------------
                           Total deferred credits                 2,704,007           2,663,291           2,489,639
                                                               ------------        ------------        ------------

                                TOTAL                          $ 14,717,838        $ 14,172,797        $ 14,038,584
                                                               ============        ============        ============
</TABLE>


The accompanying notes are an integral part of these financial statements.
<PAGE>
                                      -12-

                CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                                INCOME STATEMENT
              FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998


<TABLE>
<CAPTION>
                                                                1999               1998
                                                                ----               ----
                                                                 (Thousands of Dollars)
<S>                                                          <C>                <C>
OPERATING REVENUES
  Electric                                                   $ 1,200,080        $ 1,289,860
  Gas                                                            189,700            196,562
  Steam                                                           52,878             57,411
                                                             ---------------    ---------------
       TOTAL OPERATING REVENUES                                1,442,658          1,543,833
                                                             ---------------    ---------------

OPERATING EXPENSES
  Purchased power                                                 274,556           322,147
  Fuel                                                            121,427           123,870
  Gas purchased for resale                                         65,192            75,033
  Other operations                                                258,179           281,340
  Maintenance                                                     107,089           132,709
  Depreciation and amortization                                   133,040           129,002
  Taxes, other than federal income tax                            281,313           290,265
  Federal income tax                                               49,421            37,500
                                                             ---------------    ---------------
       TOTAL OPERATING EXEENSES                                 1,290,217         1,391,866
                                                             ---------------    ---------------

OPERATING INCOME                                                  152,441           151,967

OTHER INCOME (DEDUCTIONS)
  Investment income                                                   130             1,665
  Allowance for equity funds used during                              937               575
  construction
  Other income less miscellaneous deductions                         (608)           (1,462)
  Federal income tax                                                 (887)            1,766
                                                             ---------------    ---------------
       TOTAL OTHER INCOME                                            (428)            2,544
                                                             ---------------    ---------------

INCOME BEFORE INTEREST CHARGES                                    152,013           154,511

Interest on long-term debt                                         75,820            76,985
Other interest                                                      4,061            10,066
Allowance for borrowed funds used during
construction                                                         (438)             (294)
                                                             ---------------    ---------------
       NET INTEREST CHARGES                                        79,443            86,757
                                                             ---------------    ---------------

NET INCOME                                                         72,570            67,754
PREFERRED STOCK DIVIDEND REQUIREMENTS                               3,398             4,536
                                                             ---------------    ---------------
NET INCOME FOR COMMON STOCK                                  $     69,172       $    63,218
                                                             ==============     ==============

CON EDISON SALES
  Electric (thousands of kilowatthours)
   Con Edison customers                                         7,167,682         8,760,065
   Delivery service for Retail Choice                           1,817,004            19,680
   Delivery service to NYPA and others                          2,256,496         2,351,811
                                                             -------------      -------------
     Total sales in service territory                          11,241,182        11,131,556
   Off-system and ESCO sales                                    2,470,029           411,652
  Gas (dekatherms)
   Firm sales and transportation                               17,609,992        17,845,799
   Off-peak firm/interruptible                                  2,799,192         3,646,403
                                                             -------------       -------------
     Total sales to Con Edison customers                       20,409,184        21,492,202
   Transportation of customer-owned gas
     NYPA                                                       2,251,072           641,921
     Other                                                      4,667,475         3,598,938
   Off-system sales                                             8,003,871         4,600,307
                                                             -------------      -------------
     Total sales and transportation                            35,331,602        30,333,368
  Steam (thousands of pounds)                                   4,558,681         4,540,725

</TABLE>


The accompanying notes are an integral part of these financial statements.
<PAGE>

                                      -13-

                  CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                                INCOME STATEMENT
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                  1999                1998
                                                                  ----                ----
                                                                   (Thousands of Dollars)
<S>                                                          <C>                 <C>
OPERATING REVENUES
   Electric                                                  $  2,410,274        $  2,581,183
   Gas                                                            571,042             595,732
   Steam                                                          193,611             192,801
                                                             ------------        ------------
          TOTAL OPERATING REVENUES                              3,174,927           3,369,716
                                                             ------------        ------------

OPERATING EXPENSES
   Purchased power                                                556,998             680,383
   Fuel                                                           238,967             258,424
   Gas purchased for resale                                       213,253             239,743
   Other operations                                               535,767             549,500
   Maintenance                                                    212,515             250,684
   Depreciation and amortization                                  265,313             257,054
   Taxes, other than federal income tax                           580,189             592,383
   Federal income tax                                             154,187             131,640
                                                             ------------        ------------
          TOTAL OPERATING EXPENSES                              2,757,189           2,959,811
                                                             ------------        ------------

OPERATING INCOME                                                  417,738             409,905

OTHER INCOME (DEDUCTIONS)
   Investment income                                                  192               2,708
   Allowance for equity funds used during construction              1,909               1,087
   Other income less miscellaneous deductions                      (1,243)             (1,966)
   Federal income tax                                                (945)              1,363
                                                             ------------        ------------
          TOTAL OTHER INCOME                                          (87)              3,192
                                                             ------------        ------------

INCOME BEFORE INTEREST CHARGES                                    417,651             413,097

Interest on long-term debt                                        151,663             156,043
Other interest                                                      8,895              11,313
Allowance for borrowed funds used during construction                (892)               (557)
                                                             ------------        ------------
          NET INTEREST CHARGES                                    159,666             166,799
                                                             ------------        ------------

NET INCOME                                                        257,985             246,298
PREFERRED STOCK DIVIDEND REQUIREMENTS                               6,796               9,072
                                                             ------------        ------------
NET INCOME FOR COMMON STOCK                                  $    251,189        $    237,226
                                                             ============        ============

CON EDISON SALES
   Electric (thousands of kilowatthours)
     Con Edison customers                                      15,573,926          17,790,466
     Delivery service for Retail Choice                         2,866,072              19,680
     Delivery service to NYPA and others                        4,729,835           4,806,032
                                                             ------------        ------------
       Total sales in service territory                        23,169,833          22,616,178
     Off-system and ESCO sales                                  3,828,190             760,433
   Gas (dekatherms)
     Firm sales and transportation                             58,205,342          54,285,625
     Off-peak firm/interruptible                                7,962,748          11,187,254
                                                             ------------        ------------
       Total sales to Con Edison customers                     66,168,090          65,472,879
     Transportation of customer-owned gas
       NYPA                                                     2,267,025           1,725,535
       Other                                                   11,468,573           7,186,264
     Off-system sales                                          16,461,693           9,932,608
                                                             ------------        ------------
       Total sales and transportation                          96,365,381          84,317,286
     Steam (thousands of pounds)                               14,774,938          13,526,399
</TABLE>


The accompanying notes are an integral part of these financial statements.
<PAGE>
                                      -14-

                  CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                                INCOME STATEMENT
               FOR THE TWELVE MONTHS ENDED JUNE 30, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                   1999                 1998
                                                                   ----                 ----
                                                                    (Thousands of Dollars)
<S>                                                          <C>                  <C>
OPERATING REVENUES
   Electric                                                  $   5,546,211        $   5,719,441
   Gas                                                             934,919            1,021,216
   Steam                                                           322,742              360,151
   Non-utility                                                        --                 41,416
                                                             -------------        -------------
          TOTAL OPERATING REVENUES                               6,803,872            7,142,224
                                                             -------------        -------------

OPERATING EXPENSES
   Purchased power                                               1,128,650            1,363,041
   Fuel                                                            559,550              581,468
   Gas purchased for resale                                        343,613              451,135
   Other operations                                              1,104,053            1,107,247
   Maintenance                                                     439,244              464,450
   Depreciation and amortization                                   526,084              511,712
   Taxes, other than federal income tax                          1,190,415            1,197,727
   Federal income tax                                              437,357              393,431
                                                             -------------        -------------
          TOTAL OPERATING EXPENSES                               5,728,966            6,070,211
                                                             -------------        -------------

OPERATING INCOME                                                 1,074,906            1,072,013

OTHER INCOME (DEDUCTIONS)
   Investment income                                                 3,646               10,945
   Allowance for equity funds used during construction               3,253                2,215
   Other income less miscellaneous deductions                       (4,554)              (5,339)
   Federal income tax                                               (1,733)                 963
                                                             -------------        -------------

          TOTAL OTHER INCOME                                           612                8,784
                                                             -------------        -------------
INCOME BEFORE INTEREST CHARGES                                   1,075,518            1,080,797

Interest on long-term debt                                         304,291              316,257
Other interest                                                      15,982               20,695
Allowance for borrowed funds used during construction               (1,581)              (1,110)
                                                             -------------        -------------

          NET INTEREST CHARGES                                     318,692              335,842
                                                             -------------        -------------

NET INCOME                                                         756,826              744,955
PREFERRED STOCK DIVIDEND REQUIREMENTS                               14,731               18,209
                                                             -------------        -------------
NET INCOME FOR COMMON STOCK                                  $     742,095        $     726,746
                                                             =============        =============

CON EDISON SALES
   Electric (thousands of kilowatthours)
     Con Edison customers                                       34,157,476           38,105,191
     Delivery service for Retail Choice                          5,263,714               19,680
     Delivery service to NYPA and others                         9,778,052            9,684,407
                                                             -------------        -------------
       Total sales in service territory                         49,199,242           47,809,278
     Off-system and ESCO sales                                   7,022,853            2,247,172
   Gas (dekatherms)
     Firm sales and transportation                              88,345,955           88,757,674
     Off-peak firm/interruptible                                14,238,395           21,679,035
                                                             -------------        -------------
       Total sales to Con Edison customers                     102,584,350          110,436,709
     Transportation of customer-owned gas
       NYPA                                                      4,802,398           11,398,600
       Other                                                    18,760,578           11,389,385
     Off-system sales                                           32,511,285           19,131,031
                                                             -------------        -------------
       Total sales and transportation                          158,658,611          152,355,725
     Steam (thousands of pounds)                                26,244,233           26,011,444
</TABLE>


The accompanying notes are an integral part of these financial statements.
<PAGE>
                                      -15-

                  CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                             STATEMENT OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                                1999               1998
                                                                                ----               ----
                                                                                (Thousands of Dollars)
<S>                                                                         <C>                <C>
OPERATING ACTIVITIES
   Net income                                                               $   257,985        $   246,298

   PRINCIPAL NON-CASH CHARGES (CREDITS) TO INCOME
      Depreciation and amortization                                             265,313            257,054
      Deferred recoverable fuel costs                                             9,802             80,962
      Federal income tax deferred                                              (392,148)           (17,810)
      Common equity component of allowance for funds
           used during construction                                              (1,870)            (1,057)
      Other non-cash charges (credits)                                           16,954             (7,139)

   CHANGES IN ASSETS AND LIABILITIES
      Accounts receivable-customer, less allowance for uncollectibles            10,919             49,334
      Materials and supplies, including fuel and gas in storage                  66,435             18,446
      Prepayments, other receivables and other current assets                   (43,227)             8,315
      Enlightened Energy program costs                                           18,987             26,781
      Power contract termination costs                                           (1,050)               904
      Cost of removal less salvage                                              572,521            (36,390)
      Accounts payable                                                           12,524            (60,932)
      Accrued income taxes                                                      380,854             23,072
      Other-net                                                                  81,795             19,345
                                                                            -----------        -----------
          NET CASH FLOWS FROM OPERATING ACTIVITIES                            1,255,794            607,183
                                                                            -----------        -----------

INVESTING ACTIVITIES INCLUDING CONSTRUCTION
      Construction expenditures                                                (271,035)          (264,331)
      Nuclear fuel expenditures                                                  (2,947)            (3,194)
      Contributions to nuclear decommissioning trust                            (10,650)           (10,650)
      Common equity component of allowance for funds
           used during construction                                               1,870              1,057
                                                                            -----------        -----------
          NET CASH FLOWS FROM INVESTING ACTIVITIES
              INCLUDING CONSTRUCTION                                           (282,762)          (277,118)
                                                                            -----------        -----------

FINANCING ACTIVITIES INCLUDING DIVIDENDS
      Utility plant divestiture                                                 560,351               --
      Funds held-divestiture of utility plant                                (1,101,814)              --
      Repurchase of common stock                                               (423,500)           (59,340)
      Net proceeds from short-term debt                                         221,498             44,024
      Issuance of long-term debt                                                275,000            385,000
      Retirement of long-term                                                      --             (100,000)
   debt
      Advance refunding of long-term debt                                          --             (605,240)
      Issuance and refunding costs                                               (8,716)            (6,975)
      Funds held for refunding of debt                                             --              229,355
      Common stock dividends                                                   (244,548)          (249,619)
     Preferred stock dividends                                                   (6,796)            (9,066)
       Corporate reorganization                                                    --             (121,404)
                                                                            -----------        -----------
          NET CASH FLOWS FROM FINANCING ACTIVITIES
              INCLUDING DIVIDENDS                                              (728,525)          (493,265)
                                                                            -----------        -----------

NET INCREASE (DECREASE) IN CASH AND TEMPORARY
                   CASH INVESTMENTS                                             244,507           (163,200)

CASH AND TEMPORARY CASH INVESTMENTS AT JANUARY 1                                 30,026            183,458
                                                                            -----------        -----------

CASH AND TEMPORARY CASH INVESTMENTS AT JUNE 30                              $   274,533        $    20,258
                                                                            ===========        ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Cash paid during the period for:
     Interest                                                               $   145,132        $   153,463
     Income taxes                                                               129,217            174,426
</TABLE>


The accompanying notes are an integral part of these financial statements.
<PAGE>
                                      -16-

                  CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                             STATEMENT OF CASH FLOWS
               FOR THE TWELVE MONTHS ENDED JUNE 30, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                                       1999               1998
                                                                                       ----               ----
                                                                                       (Thousands of Dollars)
<S>                                                                                <C>                <C>
OPERATING ACTIVITIES
   Net income                                                                      $   756,826        $   744,955

    PRINCIPAL NON-CASH CHARGES (CREDITS) TO INCOME
       Depreciation and amortization                                                   526,084            511,712
       Deferred recoverable fuel costs                                                   5,128             25,831
       Federal income tax deferred                                                    (287,908)           (69,550)
        Common equity component of allowance for funds
             used during construction                                                   (3,177)            (2,153)

       Other non-cash charges (credits)                                                 35,391             (3,551)
    CHANGES IN ASSETS AND LIABILITIES
       Accounts receivable-customer, less allowance for uncollectibles                  28,331            (59,056)
       Materials and supplies, including fuel and gas in storage                        65,648              8,262
       Prepayments, other receivables and other current assets                        (103,846)           217,484
       Enlightened Energy program costs                                                 41,632             29,811
       Power contract termination costs                                                 (1,050)            (2,959)
       Cost of removal less salvage                                                    536,879            (81,571)
       Accounts payable                                                                 15,307              3,745
       Accrued income taxes                                                            310,957            128,309
       Other-net                                                                       159,184             80,736
                                                                                   -----------        -----------
          NET CASH FLOWS FROM OPERATING ACTIVITIES                                   2,085,386          1,532,005
                                                                                   -----------        -----------

INVESTING ACTIVITIES INCLUDING CONSTRUCTION
       Construction expenditures                                                      (625,548)          (626,244)
       Nuclear fuel expenditures                                                        (6,809)           (10,543)
       Contributions to nuclear decommissioning trust                                  (21,301)           (14,904)
       Common equity component of allowance for funds
             used during construction                                                    3,177              2,153
                                                                                   -----------        -----------
          NET CASH FLOWS FROM INVESTING ACTIVITIES
               INCLUDING CONSTRUCTION                                                 (650,481)          (649,538)
                                                                                   -----------        -----------

FINANCING ACTIVITIES INCLUDING DIVIDENDS
     Utility plant divestiture                                                         560,351               --
     Funds held - divestiture of utility plant                                      (1,101,814)              --
       Repurchase of common stock                                                     (479,407)           (59,340)
       Net proceeds from short-term debt                                               177,474             29,024
       Issuance of long-term debt                                                      350,000            715,000
       Retirement of long-term debt                                                   (100,000)          (202,630)
       Refunding of preferred stock                                                    (68,405)              --
       Advance refunding of long-term debt                                            (100,000)          (605,240)
       Issuance and refunding costs                                                    (10,605)           (15,495)
       Funds held for refunding of debt                                                 99,519            (99,519)
       Common stock dividends                                                         (491,874)          (496,567)
        Preferred stock dividends                                                      (15,869)           (18,269)
        Corporate reorganization                                                          --             (121,404)
                                                                                   -----------        -----------
          NET CASH FLOWS FROM FINANCING ACTIVITIES
                INCLUDING DIVIDENDS                                                 (1,180,630)          (874,440)
                                                                                   -----------        -----------
NET INCREASE (DECREASE) IN CASH AND TEMPORARY CASH INVESTMENTS                         254,275              8,027

CASH AND TEMPORARY CASH INVESTMENTS AT BEGINNING OF PERIOD                              20,258             12,231
                                                                                   -----------        -----------

CASH AND TEMPORARY CASH INVESTMENTS AT JUNE 30                                     $   274,533        $    20,258
                                                                                   ===========        ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Cash paid during the period for:
     Interest                                                                      $   277,625        $   312,087
     Income taxes                                                                      329,916            383,879
</TABLE>


The accompanying notes are an integral part of these financial statements.
<PAGE>

                                      -17-
NOTE A - GENERAL

These  footnotes  accompany  and  form  an  integral  part  of (i)  the  interim
consolidated  financial  statements of Consolidated Edison, Inc. ("CEI") and its
subsidiaries, including the regulated utility Consolidated Edison Company of New
York, Inc. ("Con Edison") and several non-utility subsidiaries but not including
the regulated utility Orange and Rockland Utilities, Inc. (which CEI acquired in
July 1999), and (ii) the interim consolidated financial statements of Con Edison
on a stand-alone  basis.  These  financial  statements are unaudited but, in the
respective  opinions  of the  management  of CEI and Con Edison,  represent  all
adjustments (which include only normally recurring  adjustments) necessary for a
fair statement of the results for the interim periods presented. These financial
statements  should  be read  together  with  the  audited  financial  statements
(including the notes thereto) included in the combined CEI and Con Edison Annual
Reports on Form 10-K for the year ended December 31, 1998 (the"1998 Form 10-K").


NOTE B -  CONTINGENCIES

INDIAN POINT

Nuclear  generating  units similar in design to Con Edison'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. 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 NRC criteria,  Con Edison estimates that steam generator replacement
will not be required before 2002. Con Edison has replacement  steam  generators,
which are stored at the site.  Replacement of the steam generators would require
estimated   additional   expenditures  of  up  to  $100  million  (exclusive  of
replacement power costs) and an outage of approximately  three 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.

The  Settlement  Agreement  (described  in  Note A to the  financial  statements
included in the 1998 Form 10-K) does not contemplate the divestiture or transfer
of Indian Point 2. The PSC has, however,  initiated a proceeding to consider the
future of nuclear generating facilities in New York State.

NUCLEAR INSURANCE

The insurance  policies  covering Con Edison's  nuclear  facilities for property
damage,  excess  property  damage,  and outage  costs permit  assessments  under
certain  conditions to cover insurers'  losses. As of June 30, 1999, the highest
amount that could be assessed  for losses  during the current  policy year under
all of the policies was $18.9 million.  While  assessments  may also be made for
losses in certain prior years, neither CEI nor Con Edison is aware of any losses
in such years that 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, Con Edison could be assessed up to $88.1 million per incident, of which
not more than $10 million may be assessed in any one year.


<PAGE>

                                      -18-



ENVIRONMENTAL MATTERS

The normal course of operations of certain of CEI's subsidiaries,  including Con
Edison,   necessarily   involves  activities  and  substances  that  expose  the
subsidiaries to potential liabilities under laws and regulations  protecting the
environment. Liabilities under these laws and regulations 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 potential  environmental  liabilities include (but are not
limited to) the Federal Comprehensive  Environmental Response,  Compensation and
Liability Act of 1980 (Superfund) and similar state statutes and asbestos.

      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.  Con Edison 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 Con Edison (and, in most instances,  a large
number of other potentially  responsible  parties) were deposited.  Estimates of
Con  Edison's  liability  for these sites range from  extremely  preliminary  to
highly refined. At June 30, 1999, a liability of approximately $22.3 million had
been accrued.  There will be additional  costs in amounts that are not presently
determinable but may be material to the respective  financial position,  results
of operations or liquidity of CEI and Con Edison.

      Asbestos  Claims.  Suits have been  brought in New York State and  federal
courts against Con Edison and many other  defendants,  wherein a large number of
plaintiffs  sought large amounts of compensatory and punitive damages for deaths
and injuries allegedly caused by exposure to asbestos at various premises of Con
Edison.  Many of these  suits have been  disposed  of without any payment by Con
Edison,  or for immaterial  amounts.  The amounts specified in all the remaining
suits  total  billions  of  dollars  but CEI and Con Edison  believe  that these
amounts are greatly  exaggerated,  as were the claims already disposed of. Based
on the  information  and relevant  circumstances  known to CEI and Con Edison at
this time,  neither  CEI nor Con  Edison  believe  that these  suits will have a
material  adverse  effect on their  respective  financial  position,  results of
operations or liquidity.


NOTE C -  FINANCIAL INFORMATION BY CEI BUSINESS SEGMENT


              FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998

                                Electric                          Gas

                          1999           1998             1999            1998
                          ----           ----       -     ----      -     ----

Sales revenue         $  1,162,543  $  1,286,320     $  189,700      $  196,562
Intersegment revenues      40,234         6,386             615             663
Depreciation and          112,572       109,625          15,991          15,053
  amortization
Operating income          130,207       136,860          24,620          19,188

                                  Steam                          Other

                          1999           1998             1999            1998
                          ----           ----       -     ----      -     ----

Sales revenue           $  52,878     $  57,411       $  73,960       $  20,748
Intersegment revenues         414           423              88             300
Depreciation and            4,476         4,324             576             263
  amortization
Operating income           (2,386)       (4,080)         (2,756)         (3,917)


<PAGE>

                                      -19-

                                                  Total

                                        1999              1998

Sales revenue                     $  1,479,081      $  1,561,041
Intersegment revenues                   41,351            7,772
Depreciation and                       133,615          129,265
  amortization
Operating income                       149,685          148,051


               FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998

                                 Electric                          Gas

                           1999           1998             1999            1998
                           ----           ----       -     ----      -     ----

Sales revenue         $  2,356,043   $  2,577,643    $  571,042      $  595,732
Intersegment revenues     59,626          8,822           1,230           1,207
Depreciation and         224,685        218,527          31,702          29,927
  amortization
Operating income         277,356        277,024         113,066         107,421

                                  Steam                           Other

                           1999           1998             1999            1998
                           ----           ----       -     ----      -     ----

Sales revenue         $  193,611     $  192,801      $  134,971       $  47,912
Intersegment revenues        827            827             309             300
Depreciation and           8,925          8,600           1,011             469
  amortization
Operating income          27,316         25,461          (9,585)         (7,294)



                                                Total
                                         1999            1998
Sales revenue                     $  3,255,667       $  3,414,088
Intersegment revenues                   61,992           11,156
Depreciation and                       266,323          257,523
amortization
Operating income                       408,153          402,612



<PAGE>

                                      -20-


ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS


      Consolidated  Edison,  Inc. (CEI) is a holding company which operates only
through its  subsidiaries and has no material assets other than the stock of its
subsidiaries.  CEI's principal  subsidiary is Consolidated Edison Company of New
York, Inc. (Con Edison), a regulated utility.  In July 1999, CEI acquired Orange
and Rockland  Utilities,  Inc.  (O&R),  which is also a regulated  utility.  See
"Liquidity and Capital  Resources - Acquisition,"  below.  In addition,  CEI has
several non-utility subsidiaries.

     The following  discussion and analysis relates to the interim  consolidated
financial  statements, included in Part I, Item 1 of this report, of (i) CEI and
its subsidiaries  (other than O&R, which was acquired in July 1999) and (ii) Con
Edison on a stand-alone basis. Unless otherwise  indicated,  this discussion and
analysis applies to each of CEI and Con Edison. References in this report to the
"Company" are to CEI and Con Edison, collectively.

      This  discussion  and  analysis   should  be  read  in  conjunction   with
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations in Item 7 of the combined CEI and Con Edison  Annual  Reports on Form
10-K for the year ended  December  31, 1998 (File Nos.  1-14514 and 1-1217,  the
1998  Form  10-K)  and in  Part I,  Item 2 of the  combined  CEI and Con  Edison
Quarterly  Reports on Form 10-Q for the  quarterly  period  ended March 31, 1999
(the 1999 First  Quarter Form 10-Q).  Reference is also made to the notes to the
financial  statements  in  Part  I,  Item 1 of  this  report,  which  notes  are
incorporated herein by reference.

      O&R has separately filed with the Securities and Exchange Commission (File
No.  1-4315) its Annual Report on Form 10-K for the year ended December 31, 1998
and  Quarterly  Reports on Form 10-Q for the  quarterly  periods ended March 31,
1999 and June 30, 1999,  each of which includes a discussion and analysis of its
financial condition and results of operations.

LIQUIDITY AND CAPITAL RESOURCES

      Cash and temporary cash  investments and outstanding  commercial paper for
CEI and Con  Edison  were as follows at the dates  indicated  (amounts  shown in
millions):

<TABLE>
<CAPTION>
                                    June 30, 1999           December 31, 1998         June 30, 1998
                                 CEI      Con Edison        CEI     Con Edison        CEI     Con Edison
<S>                             <C>       <C>             <C>       <C>              <C>      <C>
Cash and temporary
  cash investments              $291.1       $274.5       $102.3       $30.0         $105.0     $ 20.3
Outstanding commercial paper    $258.5       $221.5       $  --        $ --          $ 44.0     $ 44.0
</TABLE>


These balances reflect,  among other things,  the issuance of new long-term debt
in June 1999 and the stock repurchases discussed below.

     At June 30, 1999,  approximately $1.1 billion of net proceeds from sales of
generating  capacity was being held by Con Edison pending possible investment in
"like kind  property"  (the  intended  effect of which  would have been to defer
Federal income tax on the gain from the sales). See "PSC Settlement  Agreement,"
below.  In July 1999,  Con  Edison  determined  that it was not likely  that the
investment  could be  completed  consistent  with  regulatory  constraints,  and
instead used the net proceeds to pay dividends to CEI, to repay commercial paper
and for the CEI common stock  repurchase  program.  CEI used dividends  received
from  Con  Edison  to  repay  commercial  paper  issued  to fund  initially  its
acquisition of O&R.

<PAGE>

                                      -21-

      Pursuant to the $1 billion CEI common stock repurchase program, during the
second  quarter of 1999,  Con Edison  purchased  approximately  5.0  million CEI
shares. From May 1998, when the program began, through June 30, 1999, Con Edison
purchased a total of approximately  12.0 million CEI shares at an aggregate cost
of $563.9 million. As of August 12, 1999, Con Edison had purchased approximately
15.7 million CEI shares at an aggregate cost of $726.8 million. In May 1999, CEI
purchased  432,400  shares  of  its  common  stock  (at  an  aggregate  cost  of
approximately  $19.8  million) to be used for  exercises of options  under CEI's
1996 Stock Option Plan. At June 30, 1999,  approximately 340,400 of these shares
remain  available  for future  option  exercises.  See  "Liquidity  and  Capital
Resources - Sources of Liquidity  Stock  Repurchases" in Item 7 of the 1998 Form
10-K.

      In June 1999, Con Edison issued $275 million aggregate principal amount of
40-year  7.35%  debentures.  In July 1999,  Con Edison  repaid at maturity  $150
million of its floating rate taxable  debentures  and issued  $292.7  million of
35-year  adjustable  rate  tax-exempt debt (with an initial weekly rate of 3.10%
per annum),  the proceeds of which,  along with other Con Edison funds,  will be
used to redeem in August 1999 its $150  million 7 1/4% Series 1989 C  tax-exempt
debt and its $150 million 7 1/2% Series 1990 A tax-exempt debt.

      The ratio of earnings to fixed charges (for the twelve months ended on the
date  indicated)  and common  equity  ratio (as of the date  indicated)  for CEI
and Con Edison were as follows:

<TABLE>
<CAPTION>
                               June 30, 1999      December 31, 1998      June 30, 1998
<S>                            <C>                <C>                    <C>
Earnings to fixed charges:
         CEI                        4.44                 4.29                 4.19
         Con Edison                 4.53                 4.36                 4.20
Common equity ratio:
         CEI                        55.6                 58.4                 56.4
         CECONY                     54.9                 57.6                 55.6
</TABLE>

     The increase in interest  coverage reflects higher pre-tax income and lower
interest expense as a result of debt  refundings.  The decrease in equity ratios
reflects the CEI common stock repurchase  program.  At July 31, 1999, CEI equity
ratio  was  52.1% and Con  Edison's  equity  ratio  was  48.4%,  reflecting  the
continuation of the repurchase program and, in the case of Con Edison, dividends
paid to CEI in July.

      Con Edison's  equivalent number of days of revenue  outstanding (ENDRO) as
customer accounts  receivable was 25.9 days at June 30, 1999, compared with 28.0
days at  December  31,  1998 and 25.6 days at June 30,  1998.  Prior  year ENDRO
amounts have been  restated to reflect a new method for  calculating  ENDRO that
eliminates  variations arising from the number of billing and collection days in
each month.

      The  prepayment  balance at June 30, 1999 reflects  cumulative  credits to
pension  expense of $99.7  million,  compared with $62.0 million at December 31,
1998  and  $17.0  million  at  June  30,  1998,  resulting  primarily  from  the
amortization of past investment  gains.  See Note D to the financial  statements
included in Item 8 of the 1998 Form 10-K.

      The  increase  in  CEI's  other   investments   reflects   investments  by
Consolidated Edison Development, Inc., a CEI subsidiary.

      Recoverable  fuel  costs  amounted  to $12.2  million  at June  30,  1999,
compared with $22.0 million at December 31, 1998 and $17.3 million at June 1998,
reflecting the ongoing  recovery of previously  deferred amounts and the changes
in volumes and unit cost of purchased  power,  fuel and gas purchased for resale
discussed below in "Results of Operations."
<PAGE>

                                 -22-

      Non-current  liabilities - other includes $147.1 million at June 30, 1999,
$102.0  million at  December  31,  1998 and $57.9  million at June 30,  1998 for
unfunded other post-employment benefit (OPEB) obligations.  The Company's policy
is to fund its estimated OPEB costs to the extent  deductible  under current tax
limitations.  See Note E to the financial  statements  included in Item 8 of the
1998 Form 10-K.

      The  decreases  in net utility  plant and  materials  and supplies and the
increase  in  accrued  taxes  reflect  sales of  generating  capacity.  See "PSC
Settlement Agreement," below.

Open Access and the Independent System Operator

      Reference is made to  "Liquidity  and Capital  Resources - Open Access and
the Independent  System Operator" in Item 7 of the 1998 Form 10-K. In July 1999,
the Federal Energy Regulatory  Commission ("FERC") approved September 1, 1999 as
the start date for operation of the New York State  Independent  System Operator
("NYISO"),  subject to FERC's approval of certain additional filings,  including
filings  relating to an installed  capacity  ("ICAP") market and the transfer to
the NYISO of functions  currently  performed  by the New York Power Pool,  and a
successful NYISO market trial.

PSC Settlement Agreement

     Reference  is made to  "Liquidity  and Capital  Resources - PSC  Settlement
Agreement" in Item 7 of the 1998 Form 10-K and "Liquidity and Capital  Resources
- PSC  Settlement  Agreement"  in Part I, Item 2 of the 1999 First  Quarter Form
10-Q.

      In  June  1999,  Con  Edison  completed  the  sales  of  4,434  MW of  its
approximately 8,300 MW of electric generating  capacity,  for an aggregate price
of approximately  $1.25 billion.  In July 1999, Con Edison used the net proceeds
received from these sales to pay dividends to CEI,  repay  commercial  paper and
repurchase CEI common stock.  See  "Acquisition,"  below.  Con Edison expects to
complete the sale of an additional 1,855 MW of its electric  generating capacity
for $550 million by the end of August 1999. The net proceeds from this sale will
be used to pay dividends to CEI and to continue the repurchase program.

     Con Edison has entered into contracts ("Transition  Contracts") with buyers
of the capacity it sold to purchase  capacity  from them for at least the period
until the NYISO ICAP market is operational and to obtain associated energy until
the  commencement  of NYISO  operations.  See "Open  Access and the  Independent
System  Operator,"  above.  Con Edison has  submitted a petition to the New York
State Public Service  Commission  ("PSC") relating to the difference in the cost
of  capacity  under  the  Transition  Contracts  and the  embedded  costs of the
divested  capacity  reflected in Con  Edison's  electric  rates.  Con Edison has
proposed  that  any  incremental   cost  be  recovered  either  as  a  "cost  of
implementing  divestiture" (which the PSC Settlement Agreement provides is to be
recovered from net divestiture  proceeds) or through Con Edison's  electric fuel
adjustment  clause. The fuel adjustment clause states that any incremental costs
incurred by Con Edison resulting from the divestiture are to be recovered in the
fuel  adjustment.  Con  Edison  estimates  that  there  would be no  incremental
capacity costs under the Transition Contracts if the NYISO ICAP market commences
operation as scheduled in November 1999, and that the incremental costs would be
about $75 million if  commencement  is delayed until May 2000. In the event of a
prolonged  delay  in the  commencement  of the  NYISO  ICAP  market,  additional
incremental costs could be material.


Acquisition

     Reference  is made  to  "Liquidity  and  Capital  Resources  -  Sources  of
Liquidity  -  Acquisition"  in Item 7 of the 1998 Form 10-K.  In July 1999,  CEI
completed  its  acquisition  of O&R for an  aggregate  purchase  price of $791.5
million,  initially  issuing  commercial paper to fund the acquisition.  CEI has
repaid the commercial  paper using dividends it received from Con Edison in July
1999.

<PAGE>
                                      -23-

Financial Market Risks

      Reference is made to "Liquidity  and Capital  Resources--Financial  Market
Risks" in Item 7 of the 1998 Form 10-K.  At June 30, 1999 neither the fair value
of  derivatives  outstanding  nor potential  derivative  losses from  reasonably
possible  near-term  changes in market  prices were  material  to the  financial
position, results of operations or liquidity of the Company.

Environmental Claims and Other Contingencies

      Reference  is made to the notes 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.

Year 2000 Readiness Disclosure

      Reference is made to "Liquidity and Capital Resources--Year 2000 Readiness
Disclosure"  in Item 7 of the 1998  Form  10-K and in Part I, Item 2 of the 1999
First Quarter Form 10-Q.

     Con  Edison  estimates  that  the  cost of its Year  2000  program  will be
approximately  $27 million,  substantially  all of which has been incurred.  The
cost is being funded from internally-generated funds and expensed as incurred.

Forward-Looking Statements

      This discussion and analysis includes  forward-looking  statements,  which
are statements of future  expectation and not facts.  Words such as "estimates,"
"expects,"  "anticipates,"  "intends," "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,  regulatory  policies  or public  policy  doctrines,  technological
developments,  any  failure  by Con  Edison or others to  successfully  complete
necessary changes to address Year 2000 problems,  and other presently unknown or
unforeseen factors.

RESULTS OF OPERATIONS

      CEI's net income for common  stock for the second  quarter  and six months
ended  June 30,  1999 was higher  than the  corresponding  1998  periods by $4.4
million ($.04 per share) and $9.2 million ($.07 per share), respectively.  CEI's
net income for common  stock the 12 months  ended June 30, 1999 was $1.5 million
less than the 12 months ended June 30, 1998,  while earnings per share increased
$.05 per share.  The  increases  in earnings  per share  reflect in part the CEI
common stock repurchase program (see "Liquidity and Capital  Resources," above).
Earnings for the 1999 periods were favorably  affected by higher  electric sales
resulting  from the  continued  strength  of the New York  City  economy  (which
partially offset the effects of rate reductions  implemented pursuant to the PSC
Settlement  Agreement) and by the return to service of Con Edison's Indian Point
2 nuclear  generating  unit (see  "Liquidity  and  Capital  Resources  - Nuclear
Generation" in Item 7 of the 1998 Form 10-K).

<PAGE>
                                      -24-

      The results of  operations of CEI include the results of operations of CEI
and its  subsidiaries  (including Con Edison,  but not O&R which was acquired in
July 1999). For information about CEI's operating segments, see the notes to the
financial statements included in Part I, Item 1 of this report.
<TABLE>
<CAPTION>

                                                            Increases (Decreases)
                         -----------------------------------------------------------------------------------------------------------
                                   Three Months Ended                      Six Months Ended                  Twelve Months Ended
                                        June 30, 1999                         June 30, 1999                        June 30, 1999
                                        Compared With                         Compared With                 Compared With Twelve
                                   Three Months Ended                      Six Months Ended                    Months Ended June
                                        June 30, 1998                         June 30, 1998                             30, 1998
                         -----------------------------------------------------------------------------------------------------------
                                   Amount        Percent                Amount            Percent               Amount       Percent
                                   ------        -------                ------            -------               ------       -------
                                                       (Amounts are for CEI and are in Millions)
                                                       -----------------------------------------
<S>                      <C>                     <C>          <C>                         <C>      <C>                      <C>
Operating revenues               $ (82.0)         (5.3)%             $ (158.4)            (4.6)%             $ (252.0)       (3.5)%
Purchased power-
 electric and steam                (43.0)        (13.2)                (113.4)           (16.6)                (225.0)      (16.5)
Fuel-electric and
 steam                              (2.4)         (2.0)                 (19.4)            (7.5)                 (21.9)       (3.8)
Gas purchased for
 resale                             (8.9)        (10.2)                 (17.8)            (6.4)                 (68.2)      (14.0)
                                   --------                             ------                                  ------

Operating revenues
 less purchased
 power, fuel and gas
 purchased for resale
 (Net revenues)                    (27.7)         (2.7)                  (7.8)            (0.4)                  63.1         1.3

Other operations and
 maintenance                       (40.4)         (9.6)                 (36.8)            (4.5)                  11.2         0.7

Depreciation and
 amortization                        4.3           3.4                    8.8              3.4                   15.1         3.0

Taxes, other than
 federal income tax                 (5.4)         (1.9)                  (7.3)            (1.2)                   2.8         0.2

Federal income tax                  12.2          33.8                   22.0             17.2                   39.8        10.2
                                  -------                               ------                                  ------
Operating income                     1.6           1.1                    5.5              1.4                   (5.8)       (0.5)

Other income less
 deductions and
 related federal
 income tax                         (5.2)        Large                    (5.3)           (75.3)                 (15.9)     Large

Net interest charges                (6.9)         (8.0)                  (6.7)            (4.0)                 (16.7)       (5.0)

Preferred stock
 Dividend
 requirements                       (1.1)        (25.1)                  (2.3)           (25.1)                  (3.5)      (19.1)
                                   -------                               ------                                  ------

Net income for
 common stock                    $   4.4           7.1%              $    9.2              3.9%              $   (1.5)       (0.2)%
</TABLE>
<PAGE>

                                      -25-

      CEI's  investment in its  non-utility  subsidiaries  was $212.5 million at
June 30, 1999.  CEI's results of operations  include the net after-tax losses of
its non-utility subsidiaries as follows (with amounts shown in millions):
                                      1999                  1998
                                      ----                  ----
                                Amount   Per Share   Amount     Per Share

Second Quarter                  $(2.2)      $(.01)    $(2.0)     $(.01)
Six Months ended June 30        $(7.9)      $(.03)    $(5.2)     $(.02)
Twelve Months ended June 30    $(21.2)      $(.09)   $(10.7)     $(.05)


      For  additional  information  about CEI's  non-utility  subsidiaries,  see
"Non-Utility Subsidiaries" in Item 1 of the 1998 Form 10-K.

Second Quarter 1999 Compared with
Second Quarter 1998

      CEI's net revenues  (operating revenues less purchased power, fuel and gas
purchased  for resale)  decreased  $27.7  million in the second  quarter of 1999
compared with the 1998 period.  Electric net revenues  decreased  $46.9 million.
Gas, steam and non-utility net revenues increased $2.9 million, $2.8 million and
$13.5 million, respectively.

     Electric net revenues in the 1999 period were lower than in the 1998 period
primarily  as a result of the rate  reductions  that  went into  effect in April
1999,  the third rate year of the PSC Settlement  Agreement.  See "Liquidity and
Capital  Resources - PSC Settlement  Agreement -Rate Plan" in Item 7 of the 1998
Form 10-K. Con Edison's electric Retail Choice program had no significant impact
on net revenues in the 1999 period.

     Non-utility net revenues  increased in the 1999 period due primarily to the
participation of Consolidated Edison Solutions,  Inc., a CEI subsidiary,  in Con
Edison's electric and gas Retail Choice programs.

      Con Edison's  electric sales,  excluding  off-system  sales, in the 1999
period compared with the 1998 period were:

                                     Millions of Kwhrs.
                             2nd Quarter    2nd Quarter               Percent
        Description              1999          1998      Variation   Variation
        -----------              ----          ----      ---------   ---------

Residential/Religious           2,469          2,429          40         1.6
Commercial/Industrial           4,578          6,175      (1,597)      (25.9)
Other                             121            156         (35)      (22.4)

Total Full Service              7,168          8,760      (1,592)      (18.2)
Customers

Retail Choice Customers         1,817             20       1,797       Large

Sub-total                       8,985          8,780         205         2.3

NYPA, Municipal Agency
 and Other Sales                2,256          2,352         (96)       (4.1)

Total Service Area             11,241         11,132         109         1.0

      Electric sales in the service area increased by 1.0 percent.  The decrease
in sales to Con Edison's  full service  (supply and  delivery)  customers in the
1999 period  reflects  Con  Edison's  electric  Retail  Choice  (delivery  only)
program. See "Electric  Operations-Changes"  in Item 1 of the 1998 Form 10-K and
"PSC Settlement Agreement," above.
<PAGE>

                                      -26-

      For the 1999  period,  Con  Edison's  firm gas  sales  and  transportation
volumes decreased 1.3 percent,  and  interruptible  sales decreased 23.2 percent
compared,  with the 1998 period. These sales declines reflect the milder weather
in 1999 as  compared  to  1998.  Under  the  current  gas rate  agreement,  most
weather-related  variations in firm gas sales and  transportation  do not affect
earnings.  Transportation  of  customer-owned  gas under Con Edison's gas Retail
Choice  program  increased  significantly  during  the  1999  period.  See  "Gas
Operations-Gas  Sales" in Item 1 of the 1998 Form 10-K. Gas  transported for the
New York Power Authority (NYPA)  increased  significantly in the 1999 period due
to NYPA's use of gas fuel for its generation of electricity.

      After adjusting for  variations,  primarily in weather and billing days in
each period,  electric sales volume in Con Edison's service territory  increased
2.1  percent in the second  quarter of 1999,  firm gas sales and  transportation
volume increased 1.4 percent and steam sales volume decreased 0.9 percent.

      Electric fuel costs increased in the 1999 period by $1.9 million due to an
increase in generation,  partially offset by a decrease in the average unit cost
of fuel.  Electric  purchased  power costs  decreased  in the 1999 period due to
lower purchased volumes,  partially offset by increased unit cost. Electric fuel
and purchased  power costs in the 1999 period  reflect the return to service (in
September  1998) of Con  Edison's  Indian Point 2 nuclear  generating  unit (see
"Liquidity  and Capital  Resources - Nuclear  Generation"  in Item 7 of the 1998
Form  10-K).  The  June  1999  sales of  electric  generating  capacity  and the
Transition  Contracts  had no  significant  effect  on  these  costs in the 1999
period. See "Liquidity and Capital Resources - PSC Settlement Agreement," above.

      The  cost of gas  purchased  for  resale  in the  1999  period  decreased,
reflecting lower unit cost, partially offset by higher sendout. Steam fuel costs
decreased  due to lower unit cost,  partially  offset by higher  sendout.  Steam
purchased  power  costs  decreased  due to lower  unit cost and lower  purchased
volumes.

      CEI's other  operations and  maintenance  (O&M) expenses  decreased in the
1999 period compared with the 1998 period, due primarily to decreased Con Edison
O&M  expenses   offset  in  part  by  increased   expenses  at  its  non-utility
subsidiaries.  The  decrease in Con Edison O&M  expenses was the result of lower
expenses at Indian Point 2 and lower  administrative  and general expenses.  See
"Liquidity and Capital Resources-Nuclear  Generation" in Item 7 of the 1998 Form
10-K.

      Net  interest  charges  decreased  in the 1999  period  due  primarily  to
interest savings resulting from the refunding of long-term debt issues in 1998.

      Depreciation and amortization increased in the 1999 period due principally
to higher average plant balances.

      Federal  income tax  increased  in the 1999  period due to higher  taxable
income and lower tax credits.

Six Months Ended June 30, 1999 Compared with
Six Months Ended June 30, 1998

      CEI's net revenues decreased $7.8 million in the six months ended June 30,
1999  compared  with the 1998  period.  Electric net  revenues  decreased  $32.6
million.  Gas, steam and non-utility net revenues  increased $1.7 million,  $5.4
million and $17.7 million, respectively.

      Electric  net  revenues in the  six-month  period ended June 30, 1999 were
lower than in the  corresponding  1998 period  primarily as a result of the rate
reductions  that went into effect in April 1999 and April 1998 and the  deferral
for customer  benefit of approximately  $10 million  applicable to the rate year
ended March 31, 1999 under the earnings sharing provisions of the PSC Settlement
Agreement,  partially offset by higher sales,  resulting from continued strength
in the New York City economy. Con Edison's electric Retail Choice program had no
significant impact on net revenues in the 1999 period.

<PAGE>
                                      -27-

      Non-utility net revenues increased in the 1999 period due primarily to the
participation of Consolidated Edison Solutions,  Inc., a CEI subsidiary,  in Con
Edison's electric and gas Retail Choice programs.

      Con Edison's  electric sales,  excluding  off-system  sales,  for the 1999
period compared with the 1998 period were:
<TABLE>
<CAPTION>
                                                 Millions of Kwhrs.
                                      Six Months Ended           Six Months Ended                                 Percent
           Description                 June 30, 1999              June 30, 1998              Variation           Variation
           -----------               -----------------           ----------------            ---------           ---------
<S>                                  <C>                        <C>                          <C>                 <C>
Residential/Religious                       5,193                     5,081                     112                 2.2%
Commercial/Industrial                      10,119                    12,392                  (2,273)              (18.3)
Other                                         262                       317                     (55)              (17.4)

Total Full Service
Customers                                  15,574                    17,790                  (2,216)              (12.5)

Retail Choice                               2,866                        20                   2,846                Large
Customers

Sub-total                                  18,440                    17,810                     630                 3.5

NYPA, Municipal Agency                      4,730                     4,806                     (76)               (1.6)
 and Other Sales

Total Service Area                         23,170                    22,616                     554                 2.4%
</TABLE>

      Electric sales in the service area increased by 2.4 percent.  The decrease
in sales to Con Edison's  full service  (supply and  delivery)  customers in the
1999 period  reflects  Con  Edison's  electric  Retail  Choice  (delivery  only)
program.

      For the 1999  period,  Con  Edison's  firm gas  sales  and  transportation
volumes increased 7.2 percent,  and interruptible  sales decreased 28.8 percent.
Transportation  of  customer-owned  gas under Con  Edison's  gas  Retail  Choice
program increased significantly during the 1999 period. Gas transported for NYPA
increased in the 1999 period due to NYPA's use of gas fuel for its generation of
electricity.

     Steam sales volume increased 9.2 percent compared with the 1998 period as a
result of colder weather in 1999 as compared to 1998.

      After adjustment for variations,  primarily in weather and billing days in
each period, electric sales volume in Con Edison's service territory in the 1999
period  increased  2.2  percent.   Similarly   adjusted,   firm  gas  sales  and
transportation volume increased 1.9 percent and steam sales volume decreased 1.0
percent.

      Electric fuel costs decreased in the 1999 period by $19.1 million due to a
decrease  in  the  unit  cost  of  fuel,  partially  offset  by an  increase  in
generation.  Electric  purchased  power  costs  decreased  in the  1999  period,
reflecting decreased purchased volumes,  partially offset by higher unit cost of
purchases.  Electric fuel and purchased  power costs in the 1999 period  reflect
the return to service (in September 1998) of Con Edison's Indian Point 2 nuclear
generating unit.

       The  cost of gas  purchased  for  resale  in the 1999  period  decreased,
reflecting a lower unit cost of fuel, partially offset by higher sendout.  Steam
fuel  costs  decreased  due to a  decrease  in the unit cost of fuel,  partially
offset by increased  generation of steam.  Steam purchased power costs decreased
as a result of decreased purchased volumes and lower unit cost of purchases.

<PAGE>
                                      -28-

     CEI's O&M expenses  decreased in the 1999 period due primarily to lower Con
Edison O&M  expenses,  offset in part by increased  expenses at its  non-utility
subsidiaries. The decrease in Con Edison O&M expenses was due primarily to lower
expenses at Indian Point 2 and lower administrative and general expenses.

      Depreciation and amortization increased in the 1999 period due principally
to higher average plant balances.

      Federal  income tax  increased  in the 1999  period due to higher  taxable
income and lower tax credits.

      Net  interest  charges  decreased  in the 1999  period  due  primarily  to
interest savings resulting from the refunding of long-tem debt issues in 1998.

Twelve Months Ended June 30, 1999 Compared with
Twelve Months Ended June 30, 1998

      CEI's net revenues increased $63.1 million in the 12 months ended June 30,
1999  compared  with the 1998  period.  Electric  and  non-utility  net revenues
increased  $54.0  million  and $36.7  million,  respectively.  Gas and steam net
revenues decreased $19.1 million and $8.5 million, respectively.

      Electric  net  revenues in the  12-month  period  ended June 30, 1999 were
higher than in the  corresponding  1998 period  primarily  as a result of higher
sales,  reflecting  continued  strength in the New York City  economy and warmer
than normal 1998 summer weather, offset in part by the rate reductions that went
into effect in April 1999 and April 1998 and the deferral  for customer  benefit
of approximately  $10 million  applicable to the rate year ended March 31, 1999,
under the earnings  sharing  provisions  of the PSC  Settlement  Agreement.  Con
Edison's  electric  Retail  Choice  program  had no  significant  impact  on net
revenues in the 1999 period.

      Gas net revenues in the 1998 period included an incentive of $10.8 million
related to distribution system efficiency; no incentive was recorded in the 1999
period.

      Non-utility net revenues increased in the 1999 period due primarily to the
participation of Consolidated Edison Solutions,  Inc., a CEI subsidiary,  in Con
Edison's electric and gas Retail Choice programs.

      Con Edison's  electric sales,  excluding  off-system  sales,  for the 1999
period compared with the 1998 period were:
<TABLE>
<CAPTION>
                                                     Millions of Kwhrs.
                                    Twelve Months Ended            Twelve Months Ended                                   Percent
           Description                   June 30, 1999                   June 30, 1998               Variation         Variation
           -----------                   -------------                   -------------               ---------         ---------
<S>                                 <C>                            <C>                               <C>               <C>
Residential/Religious                           11,394                          11,135                    259             2.3%
Commercial/Industrial                           22,183                          26,327                 (4,144)          (15.7)
Other                                              580                             643                    (63)           (9.8)

Total Full Service Customers                    34,157                          38,105                 (3,948)          (10.4)

Retail Choice Customers                          5,264                              20                  5,244           Large

Sub-total                                       39,421                          38,125                  1,296             3.4

NYPA, Municipal Agency                           9,778                           9,684                     94             1.0
 and Other Sales

Total Service Area                              49,199                          47,809                  1,390             2.9%
</TABLE>

<PAGE>
                                      -29-

      Electric sales in the service area increased 2.9 percent.  The decrease in
sales to Con Edison's full service  (supply and delivery)  customers in the 1999
period reflects Con Edison's electric Retail Choice (delivery only) program.

      For the 1999  period,  Con  Edison's  firm gas  sales  and  transportation
volumes decreased 0.5 percent,  and interruptible  sales decreased 34.3 percent.
Transportation  of  customer-owned  gas under Con  Edison's  gas  Retail  Choice
program increased significantly during the 1999 period. Gas transported for NYPA
decreased  in the 1999  period  due to NYPA's  use of  alternative  fuel for its
generation of electricity.

      After adjustment for variations,  primarily in weather and billing days in
each period, electric sales volume in Con Edison's service territory in the 1999
period  increased  2.4  percent.   Similarly   adjusted,   firm  gas  sales  and
transportation volume increased 1.0 percent and steam sales volume decreased 1.1
percent.

      Electric  fuel costs  increased  in the 1999 period by $3.6 million due to
increased generation of electricity,  partially offset by a decrease in the unit
cost of fuel.  Electric  purchased  power costs  decreased  in the 1999  period,
reflecting  decreased  purchased  volumes  and  lower  unit  cost of  purchases.
Electric fuel and purchased power costs in the 1999 period reflect the return to
service (in September  1998) of Con Edison's  Indian Point 2 nuclear  generating
unit.

      The  cost of gas  purchased  for  resale  in the  1999  period  decreased,
reflecting  a lower  unit  cost of fuel and  lower  sendout.  Steam  fuel  costs
decreased due to decreased generation of steam by Con Edison and lower unit cost
of fuel.  Steam  purchased  power costs  decreased  due to  decreased  purchased
volumes and lower unit cost of purchases.

      CEI's O&M expenses increased in the 1999 period due primarily to increased
expenses at its non-utility subsidiaries, offset in part by lower Con Edison O&M
expenses.  The decrease in Con Edison O&M  expenses  was due  primarily to lower
expenses at Indian Point 2 and lower administrative and general expenses.

      Depreciation and amortization increased in the 1999 period due principally
to higher average plant balances.

      Taxes other than federal income tax increased in the 1999 period  compared
with the 1998 period,  due primarily to increased property taxes and application
of the New York State and New York City subsidiary capital taxes.

      Federal  income tax  increased  in the 1999  period due to higher  taxable
income and lower tax credits.

      CEI's other  income less  miscellaneous  deductions  decreased in the 1999
period  due  primarily  to the  write-off  in  December  1998  of a $10  million
investment made by one of CEI's non-utility subsidiaries.

      Net interest charges  decreased in the 1999 period due to interest savings
resulting from the refunding of long-term debt issues in 1998.


ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES
                         ABOUT MARKET RISK


      For information  about the Company's  primary market risks associated with
activities in derivative financial instruments,  other financial instruments and
derivative  commodity  instruments,  see  "Liquidity  and  Capital  Resources  -
Financial Market Risks" in Part 1, Item 2 of this report and Item 7A of the 1998
Form 10-K.

<PAGE>
                                      -30-

PART II.    OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS


WASHINGTON HEIGHTS POWER OUTAGE

During an early July 1999 heat wave, electric service to customers served by Con
Edison's  Washington  Heights  distribution  network  and  certain  of its other
distribution  networks was interrupted.  Con Edison's electric tariff prescribes
compensation to customers for spoilage of food and other  perishables  resulting
from distribution  system outages of 12 hours or longer in duration.  Con Edison
has paid  approximately  $4 million to customers for spoilage claims relating to
the  outages.  In July  1999,  the City of New York sued Con  Edison in New York
State  Supreme  Court,  New York County with respect to the  Washington  Heights
power outage seeking  compensation for unspecified  municipal response costs and
other compensatory and punitive damages,  and other relief (including changes to
Con Edison's  procedures  relating to the maintenance and  reinforcement  of its
distribution system).  Several other lawsuits relating to the Washington Heights
power outage,  including purported class actions, are pending in the same court.
The plaintiffs are seeking aggregate specified compensatory and punitive damages
in excess of $100  million,  additional  unspecified  damages  and other  relief
(including a permanent  injunction  against future power outages).  In addition,
the outages are being reviewed by the New York State Public  Service  Commission
(the "PSC"),  the New York State  Attorney  General and others.  The City of New
York has filed a petition with the PSC requesting  that a $3 million  penalty be
imposed on Con Edison.  Based upon the  information  and relevant  circumstances
known to CEI and Con Edison, neither CEI nor Con Edison expects that the outages
will have a material  adverse  effect on their  respective  financial  position,
results of operation or liquidity.

CHALLENGE TO THE SETTLEMENT AGREEMENT

Reference is made to "Challenge to the  Settlement  Agreement" in Part I, Item 3
of the  combined  CEI and Con  Edison  Annual  Reports on Form 10-K for the year
ended  December  31, 1998 (the "1998 Form 10-K").  The lawsuit  commenced by the
Public Utility Law Project of New York, Inc. against the PSC with respect to the
PSC's "Competitive Opportunities" proceeding was dismissed.

SUPERFUND - ECHO AVENUE SITE

Reference  is made to  "Superfund  - Echo Avenue  Site" in Part I, Item 3 of the
1998 Form 10-K. In July 1999, the court  dismissed the remaining  claims against
Con Edison.

SUPERFUND - ARTHUR KILL TRANSFORMER SITE

Reference is made to "Superfund - Arthur Kill Transformer  Site" in Part I, Item
3 of the 1998 Form 10-K.  In June 1999,  Con  Edison  completed  the sale of the
Arthur Kill generating  station.  Con Edison has completed the cleanup  programs
approved by the New York State Department of Environmental  Conservation ("DEC")
for the  station's  facilities  and various soil and pavement  areas of the site
affected  by the PCB  release.  In July 1999,  the DEC  signed a consent  order,
covering  the  waterfront  area of the  station,  which  requires  Con Edison to
investigate the nature and extent of  contamination  and recommend a remediation
program.  After  soliciting  public  comment,  the DEC will  select  a  remedial
alternative to be implemented by Con Edison.



<PAGE>



                                   -31-

SUPERFUND - EDISON PROPERTIES SITE

Reference is made to "Superfund -  Edison  Properties  Site" in Part II, Item 1,
Legal  Proceedings in the combined CEI and Con Edison Quarterly  Reports on Form
10-Q for the quarterly period ended March 31, 1999.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)      At the Annual Meeting of Stockholders of CEI and the Annual Meeting of
Stockholders of Con Edison held concurrently on May 17, 1999, the stockholders
of CEI voted to elect management's nominees for the Board of Directors, to
ratify and approve the appointment of CEI's independent accountants, and not to
adopt two stockholder proposals, and the stockholders of Con Edison (including
CEI, which owned all 235,488,094 shares of Con Edison's common stock outstanding
and entitled to vote at the Annual Meeting and the holders of 1,915,319 shares
of cumulative preferred stock) voted to elect management's nominees for the
Board of Trustees and to ratify and approve the appointment of Con Edison's
independent accountants.

(b)      The name of each nominee for election as a member of CEI's Board of
Directors or Con Edison's Board of Trustees and the number of shares voted for
or with respect to which authority to vote for was withheld are as follows:
<TABLE>
<CAPTION>
                                                   CEI's Board of Directors                        Con Edison's Board of Trustees
                                                   ------------------------                        ------------------------------
                                                 For                     Withheld                For                        Withheld
<S>                                           <C>                        <C>                    <C>                            <C>
E. Virgil Conway                              177,805,230                2,321,590              236,969,233                    8,319
Gordon J. Davis                               178,000,256                2,126,564              236,970,731                    6,821
Ruth M. Davis                                 177,860,717                2,266,103              236,968,840                    8,712
Joan S. Freilich                              177,979,276                2,147,544              236,971,007                    6,545
Ellen V. Futter                               177,930,754                2,196,066              236,970,727                    6,825
Sally Hernandez-Pinero                        177,916,843                2,209,977              236,969,967                    7,585
Peter W. Likins                               177,958,559                2,168,261              236,971,348                    6,204
Eugene R. McGrath                             177,941,496                2,185,324              236,972,072                    5,480
Robert G. Schwartz                            177,810,187                2,316,633              236,967,105                   10,447
Richard A. Voell                              178,009,497                2,117,323              236,969,882                    7,670
Stephen R. Volk                               178,033,391                2,093,429              236,971,288                    6,264
</TABLE>

(c)      The results of the vote on the appointment of PricewaterhouseCoopers
LLP as independent accountants for CEI for 1999 were as follows: 177,515,945
shares were voted for this proposal; 1,301,433 shares were voted against the
proposal; and 1,309,422 shares were abstentions.

(d)      The results of the vote on the appointment of PricewaterhouseCoopers
LLP as independent accountants for Con Edison for 1999 were as follows:
236,961,810 shares were voted for this proposal; 4,675 shares were voted against
the proposal; and 11,067 shares were abstentions.


<PAGE>


                                       -32-

(e)      The following stockholder-proposed resolution was voted upon by the
stockholders of CEI at the Annual Meeting:

         "RESOLVED: That the stockholders of Consolidated Edison, Inc.,
         assembled in annual meeting in person and by proxy, hereby request the
         Board of Directors to take the steps necessary to provide for
         cumulative voting in the election of directors, which means each
         stockholder shall be entitled to as many votes as shall equal the
         number of shares he or she owns multiplied by the number of directors
         to be elected, and he or she may cast all of such votes for a single
         candidate, or any two or more of them as he or she may see fit."

The results of the vote on this proposal were as follows: 37,046,940 shares were
voted for this proposal; 108,463,831 shares were voted against the proposal;
6,671,235 shares were abstentions; and 27,944,814 shares were broker nonvotes.

(f)      The following stockholder-proposed resolution was voted upon by the
stockholders of CEI at the Annual Meeting:

         "RESOLVED: That the shareholders recommend that the Board take the
         necessary step that Con Edison specifically identify by name and
         corporate title in all future proxy statements those executive
         officers, not otherwise so identified, who are contractually entitled
         to receive in excess of $250,000 annually as base salary, together with
         whatever other additional compensation bonuses and other cash payments
         were due them."

The results of the vote on this proposal were as follows: 14,929,630 shares were
voted for this proposal; 130,382,029 shares were voted against the proposal;
6,870,347 shares were abstentions; and 27,944,814 shares were broker nonvotes



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      EXHIBITS

Exhibit 4.1    Participation Agreement, dated as of July 1, 1999, between New
               York State Energy Research and Development Authority ("NYSERDA")
               and Con Edison.

Exhibit 4.2    Indenture of Trust, dated as of July 1, 1999 between NYSERDA and
               HSBC Bank USA, as trustee.

Exhibit 12.1   Statement of computation of CEI's ratio of earnings to fixed
               charges for the twelve-month periods ended June 30, 1999 and
               1998.

Exhibit 12.2   Statement of computation of Con Edison's ratio of earnings to
               fixed charges for the twelve-month periods ended June 30, 1999
               and 1998.

Exhibit 27.1   Financial Data Schedule for CEI.*

Exhibit 27.2   Financial Data Schedule for Con Edison.*

-----------
*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.

<PAGE>

                                      -33-

 (b) REPORTS ON FORM 8-K

     CEI and Con Edison filed combined  Current  Reports on Form 8-K, dated June
25, 1999,  reporting (under Item 5) the sale of $275 million aggregate principal
amount of Con Edison's  7.35% Public  Interest NotES (7.35%  Debentures,  Series
1999 A) and the divestiture of electric  generating  capacity by Con Edison (see
"Liquidity and Capital Resources - PSC Settlement Agreement" in Item 2 of Part I
of this  report).  No other CEI or Con Edison  Current  Reports on Form 8-K were
filed during the quarter ended June 30, 1999. CEI filed a Current Report on Form
8-K,  dated  July  8,  1999,  reporting  (under  Item 5) the  completion  of its
acquisition of Orange and Rockland Utilities, Inc.

<PAGE>
                                      -34-

                                   SIGNATURES


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

                         CONSOLIDATED EDISON, INC.

                         CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.



DATE: August 13, 1999     By:  JOAN S. FREILICH
                               Joan S. Freilich
                               Executive  Vice  President, Chief Financial
                               Officer  and  Duly Authorized Officer