<PAGE>
<PAGE>

                            FORM 10-Q

               SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C.  20549

                     _______________________


       [x]  Quarterly Report Pursuant To Section 13 or 15(d)
            of the Securities Exchange Act of 1934
            FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996


                              OR


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


                     _________________________


                     Commission File No. 1-1217


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


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


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


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


                  Yes ___X___         No _______

As of the close of business on October 31, 1996, the Registrant
had outstanding 234,989,605 shares of Common Stock ($2.50 par
value).
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                 PART I. -  FINANCIAL INFORMATION


                CONTENTS                             PAGE NO.

ITEM 1.    FINANCIAL STATEMENTS:

           Consolidated Balance Sheet                  3-4

           Consolidated Income Statements              5-7

           Consolidated Statements of Cash Flows       8-9

           Note to Financial Statements              10-12


ITEM 2.    Management's Discussion and Analysis of    13-27
            Financial Condition and Results of
            Operations



                      _________________________



The following consolidated financial statements are unaudited
but, in the opinion of management, reflect all adjustments (which
include only normal recurring adjustments) necessary to a fair
statement of the results for the interim periods presented. These
condensed unaudited interim financial statements do not contain
the detail, or footnote disclosure concerning accounting policies
and other matters, which would be included in full-year financial
statements and, accordingly, should be read in conjunction with
the Company's audited financial statements (including the notes
thereto) included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1995 (File No. 1-1217).
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<TABLE>
                            CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.                      
                                     CONSOLIDATED BALANCE SHEET                                 
                 AS AT SEPTEMBER 30, 1996, DECEMBER 31, 1995 AND SEPTEMBER 30, 1995             
    
                                                               
                                                                      As At                     
                                                 Sept. 30, 1996  Dec. 31, 1995  Sept. 30, 1995
                                                             (Thousands of Dollars)             
<S>                                                <C>            <C>            <C>

ASSETS                                                                                          
                                                                                              
Utility plant, at original cost                                                                 
  Electric                                         $ 11,541,568   $ 11,319,622   $ 11,242,271 
  Gas                                                 1,609,520      1,537,296      1,502,490 
  Steam                                                 530,761        462,975        452,526 
  General                                             1,138,055      1,085,795      1,066,767 
      Total                                          14,819,904     14,405,688     14,264,054 
    Less: Accumulated depreciation                    4,286,812      4,036,954      3,987,919 
      Net                                            10,533,092     10,368,734     10,276,135 
  Construction work in progress                         342,496        360,457        340,920 
  Nuclear fuel assemblies and components,                                                       
    less accumulated amortization                        62,725         85,212         89,226 
                                                                                            
                              Net utility plant      10,938,313     10,814,403     10,706,281 
                                                                                                
Current assets                                                                                  
  Cash and temporary cash investments                   117,279        342,292        429,887 
  Accounts receivable - customers, less
    allowance for uncollectible accounts 
    of $21,500, $21,600 and $20,739                     565,713        497,215        508,823  
  Other receivables                                      38,713         45,558         52,293 
  Regulatory accounts receivable                         33,501         (6,481)       (11,317)
  Fuel, at average cost                                  42,193         40,506         37,623 
  Gas in storage, at average cost                        42,874         26,452         33,059 
  Materials and supplies, at average cost               213,687        221,026        222,685 
  Prepayments                                           193,484         66,148        181,424
  Other current assets                                   14,915         15,126         14,552

                           Total current assets       1,262,359      1,247,842      1,469,029 
                                                                                                
Investments and nonutility property                     170,025        145,646        135,465

Deferred charges
  Enlightened Energy program costs                      127,307        144,282        137,868 
  Unamortized debt expense                              133,348        133,812        136,389
  Power contract termination costs                       70,272        105,408        117,120
  Other deferred charges                                315,529        316,237        282,598 
                                                                                                
                         Total deferred charges         646,456        699,739        673,975 
                                                                                                
Regulatory asset-future federal
  income taxes                                        1,003,774      1,042,260      1,045,442
                           
                                          Total    $ 14,020,927   $ 13,949,890   $ 14,030,192 

The accompanying note is an integral part of these financial statements.             
</TABLE>
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<PAGE>                                        - 4 -
<TABLE>
                       CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.                         
                                CONSOLIDATED BALANCE SHEET                                   
           AS AT SEPTEMBER 30, 1996, DECEMBER 31, 1995 AND SEPTEMBER 30, 1995              


                                                                    As At                       
                                                Sept. 30, 1996  Dec. 31, 1995  Sept. 30, 1995
                                                             (Thousands of Dollars)       
<S>                                              <C>             <C>            <C>
CAPITALIZATION AND LIABILITIES                                                                  
                                                                                               
Capitalization                                                                                  
  Common stock, authorized 340,000,000 shares;                                                  
   outstanding 234,981,753 shares, 234,956,299  
    shares and 234,948,707 shares                $  1,478,444    $  1,464,305   $  1,464,247
  Capital stock expense                               (34,972)        (38,606)       (38,686)
  Retained earnings                                 4,290,590       4,097,035      4,112,624  
                         Total common equity        5,734,062       5,522,734      5,538,185  
  Preferred stock                                                                               
    Subject to mandatory redemption                                                             
      7.20%  Series I                                  47,500          50,000         50,000
      6-1/8% Series J                                  37,050          50,000         50,000
               Total subject to mandatory       
                     redemption                        84,550         100,000        100,000
    Other preferred stock
      $ 5 Cumulative Preferred                        175,000         175,000        175,000
        5-3/4%  Series  A                               7,061          60,000         60,000
        5-1/4%  Series  B                              13,844          75,000         75,000
        4.65%   Series  C                              15,330          60,000         60,000
        4.65%   Series  D                              22,233          75,000         75,000
        5-3/4%  Series  E                                -             50,000         50,000
        6.20%   Series  F                                -             40,000         40,000  
        6% Convertible Series B                         4,721           4,917          4,976  
                 Total other preferred stock          238,189         539,917        539,976  
                       Total preferred stock          322,739         639,917        639,976  
  Long-term debt                                    4,090,810       3,917,244      4,020,261  
                        Total capitalization       10,147,611      10,079,895     10,198,422  
Noncurrent liabilities                                                                          
  Obligations under capital leases                     43,332          45,250         45,890
  Other noncurrent liabilities                         82,797          75,907         71,614
                Total noncurrent liabilities          126,129         121,157        117,504
Current liabilities                                                                             
  Long-term debt due within one year                  179,715         183,524        109,206  
  Accounts payable                                    353,918         420,852        304,748  
  Customer deposits                                   158,492         158,366        159,861  
  Accrued taxes                                       122,882          24,374        179,925  
  Accrued interest                                     70,560          89,374         74,829  
  Accrued wages                                        78,117          76,459         87,108  
  Other current liabilities                           142,049         168,477        155,877  
                   Total current liabilities        1,105,733       1,121,426      1,071,554  
Provisions related to future federal income
  taxes and other deferred credits
  Accumulated deferred federal income tax           2,316,138       2,296,284      2,309,321
  Accumulated deferred investment tax credits         174,580         181,420        183,750  
  Other deferred credits                              150,736         149,708        149,641  
                      Total deferred credits        2,641,454       2,627,412      2,642,712  
                                                                                              
                                       Total     $ 14,020,927    $ 13,949,890   $ 14,030,192


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

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<PAGE>                                        - 5 -
<TABLE>
                       CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                               CONSOLIDATED INCOME STATEMENT
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

                                                              1996           1995
                                                            (Thousands of Dollars)
<S>                                                       <C>            <C>
Operating revenues
  Electric                                                $ 1,708,146    $ 1,703,089
  Gas                                                         141,121        113,678
  Steam                                                        71,074         63,109
                             Total operating revenues       1,920,341      1,879,876  
Operating expenses
  Fuel                                                        145,942        158,994
  Purchased power                                             334,557        290,404
  Gas purchased for resale                                     38,595         25,023
  Other operations                                            284,916        274,273
  Maintenance                                                 100,369        111,045
  Depreciation and amortization                               121,273        115,654
  Taxes, other than federal income tax                        302,990        308,897
  Federal income tax                                          182,280        182,810
                             Total operating expenses       1,510,922      1,467,100    
  
Operating income                                              409,419        412,776

Other income (deductions)
  Investment income                                             1,170          4,324
  Allowance for equity funds used during construction             883            485
  Other income less miscellaneous deductions                   (2,435)        (1,693)
  Federal income tax                                            2,070            750
                                   Total other income           1,688          3,866    

Income before interest charges                                411,107        416,642

Interest on long-term debt                                     77,956         75,656
Other interest                                                  5,578          7,922
Allowance for borrowed funds used during construction            (415)          (232)
                                 Net interest charges          83,119         83,346

Net income                                                    327,988        333,296
Preferred stock dividend requirements                           4,606          8,891
Net income for common stock                               $   323,382    $   324,405

Common shares outstanding - average (000)                     234,981        234,939
Earnings per share                                          $    1.38      $    1.38
Dividends declared per share of common stock                $     .52      $     .51

Sales
  Electric (Thousands of Kwhrs.)
    Con Edison Customers                                   10,633,845     11,044,985
    Deliveries for NYPA and Other Customers                 2,281,224      2,349,578
    Service for Municipal Agencies                            159,037        135,847
      Total Sales in Service Territory                     13,074,106     13,530,410
    Off-System Sales (A)                                    1,778,475      2,075,281   
  Gas (Dekatherms)                                         
    Firm                                                   10,416,368     10,451,202
    Off-Peak Firm/Interruptible                             3,793,915      2,860,885
      Total Sales to Con Edison Customers                  14,210,283     13,312,087
    Transportation of Customer-Owned Gas                    6,508,631      9,820,561
    Off-System Sales                                          265,981        230,063
      Total Sales and Transportation                       20,984,895     23,362,711
  Steam (Thousands of Pounds)                               6,420,558      6,877,750

(A) Includes 926,426 and 960,631 thousands of Kwhrs., respectively, subsequently 
    purchased by the Company for sale to its customers.
</TABLE>
The accompanying note is an integral part of these financial statements.
<PAGE>
<PAGE>                                        - 6 -
<TABLE>
                       CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                               CONSOLIDATED INCOME STATEMENT
                   FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                                              1996           1995
                                                             (Thousands of Dollars)
<S>                                                       <C>            <C>
Operating revenues
  Electric                                                $ 4,238,720    $ 4,156,969
  Gas                                                         771,413        604,708
  Steam                                                       317,308        246,836 
                             Total operating revenues       5,327,441      5,008,513  
Operating expenses
  Fuel                                                        450,219        386,032
  Purchased power                                             960,144        847,864
  Gas purchased for resale                                    315,989        188,486
  Other operations                                            848,903        857,215
  Maintenance                                                 349,309        366,492 
  Depreciation and amortization (A)                           373,819        338,823
  Taxes, other than federal income tax                        886,500        836,966
  Federal income tax                                          328,200        337,820
                             Total operating expenses       4,513,083      4,159,698

Operating income                                              814,358        848,815

Other income (deductions)
  Investment income                                             4,891          8,622
  Allowance for equity funds used during construction           2,141          3,361
  Other income less miscellaneous deductions                   (5,108)        (5,123)
  Federal income tax                                            1,140            440
                                   Total other income           3,064          7,300

Income before interest charges                                817,422        856,115

Interest on long-term debt                                    230,431        224,696
Other interest                                                 14,059         22,319
Allowance for borrowed funds used during construction          (1,006)        (1,626)
                                 Net interest charges         243,484        245,389

Net income                                                    573,938        610,726
Preferred stock dividend requirements                          15,249         26,676
Gain on refunding of preferred stock (A)                       13,943           -   
Net income for common stock                                $  572,632     $  584,050

Common shares outstanding - average (000)                     234,972        234,924
Earnings per share                                          $    2.44      $    2.49
Dividends declared per share of common stock                $    1.56      $    1.53

Sales
  Electric (Thousands of Kwhrs.)
    Con Edison Customers                                   28,269,089     28,081,351
    Deliveries for NYPA and Other Customers                 6,673,889      6,646,381
    Service for Municipal Agencies                            443,264        345,224
      Total Sales in Service Territory                     35,386,242     35,072,956
    Off-System Sales (B)                                    3,047,621      4,392,449
  Gas (Dekatherms)                                      
    Firm                                                   75,549,180     67,411,713
    Off-Peak Firm/Interruptible                            14,919,496     11,340,519
      Total Sales to Con Edison Customers                  90,468,676     78,752,232
    Transportation of Customer-Owned Gas                    8,584,869     25,039,063
    Off-System Sales                                        7,402,439        551,899
      Total Sales and Transportation                      106,455,984    104,343,194
  Steam (Thousands of Pounds)                              23,743,411     22,346,574
(A) The gain resulting from the preferred stock refunding in the first quarter of 1996
    was applied to reduce net utility plant by an additional provision for depreciation.
(B) Includes 1,463,871 and 2,282,261 thousands of Kwhrs., respectively, subsequently
    purchased by the Company for sale to its customers.
</TABLE>
The accompanying note is an integral part of these financial statements.
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<PAGE>                                        - 7 -
<TABLE>
                       CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                               CONSOLIDATED INCOME STATEMENT
                  FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                                              1996           1995
                                                             (Thousands of Dollars)
<S>                                                       <C>            <C>
Operating revenues
  Electric                                                $ 5,471,159    $ 5,361,076
  Gas                                                         980,061        796,013
  Steam                                                       404,605        312,671 
                             Total operating revenues       6,855,825      6,469,760  
Operating expenses
  Fuel                                                        568,291        500,004
  Purchased power                                           1,219,503      1,050,877
  Gas purchased for resale                                    387,292        246,621
  Other operations                                          1,131,420      1,168,531
  Maintenance                                                 494,919        487,706
  Depreciation and amortization (A)                           490,773        446,760
  Taxes, other than federal income tax                      1,169,765      1,106,924
  Federal income tax                                          386,940        418,880
                             Total operating expenses       5,848,903      5,426,303    

Operating income                                            1,006,922      1,043,457

Other income (deductions)
  Investment income                                            13,235         13,608
  Allowance for equity funds used during construction           2,544          5,282
  Other income less miscellaneous deductions                   (8,134)       (10,779)
  Federal income tax                                             (360)           680
                                   Total other income           7,285          8,791

Income before interest charges                              1,014,207      1,052,248

Interest on long-term debt                                    307,651        297,802
Other interest                                                 20,694         28,313
Allowance for borrowed funds used during construction          (1,200)        (2,472)
                                 Net interest charges         327,145        323,643

Net income                                                    687,062        728,605
Preferred stock dividend requirements                          24,138         35,571
Gain on refunding of preferred stock (A)                       13,943           -   
Net income for common stock                               $   676,867    $   693,034

Common shares outstanding - average (000)                     234,967        234,918
Earnings per share                                          $    2.88      $    2.95
Dividends declared per share of common stock                $    2.07      $    2.03

Sales
  Electric (Thousands of Kwhrs.)
    Con Edison Customers                                   37,146,106     36,704,167
    Deliveries for NYPA and Other Customers                 8,883,298      8,829,530
    Service for Municipal Agencies                            554,768        454,056
      Total Sales in Service Territory                     46,584,172     45,987,753
    Off-System Sales (B)                                    3,690,644      5,047,413
  Gas (Dekatherms)                                         
    Firm                                                   98,861,793     87,599,512
    Off-Peak Firm/Interruptible                            19,051,789     15,203,657
      Total Sales to Con Edison Customers                 117,913,582    102,803,169
    Transportation of Customer-Owned Gas                   13,906,995     31,579,370
    Off-System Sales                                       10,226,915        551,899
      Total Sales and Transportation                      142,047,492    134,934,438
  Steam (Thousands of Pounds)                              30,822,617     27,976,032
(A) The gain resulting from the preferred stock refunding in the first quarter of 1996
    was applied to reduce net utility plant by an additional provision for depreciation.
(B) Includes 1,848,447 and 2,282,261 thousands of Kwhrs., respectively, subsequently
    purchased by the Company for sale to its customers.
</TABLE>
The accompanying note is an integral part of these financial statements.
<PAGE>
<PAGE>                                        - 8 -
<TABLE>
                          CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                              CONSOLIDATED STATEMENT OF CASH FLOWS
                      FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995              
                                                                                         
                                                              1996            1995
                                                             (Thousands of Dollars)
<S>                                                        <C>             <C>
Operating activities                                            
    Net income                                             $ 573,938       $ 610,726
    Principal non-cash charges (credits) to income
      Depreciation and amortization                          373,819         338,822
      Federal income tax deferred                             50,760          82,780 
      Common equity component of allowance                                               
        for funds used during construction                    (2,021)         (3,166)
      Other non-cash charges                                  28,567           7,455 
    Changes in assets and liabilities                                                    
      Accounts receivable - customers, less                                              
        allowance for uncollectibles                         (68,498)        (68,327)
      Regulatory accounts receivable                         (39,982)         37,663 
      Materials and supplies, including fuel                                             
        and gas in storage                                   (10,770)         37,958
      Prepayments, other receivables and                                                 
        other current assets                                (120,280)       (116,871)
      Enlightened Energy program costs                        16,975          32,333 
      Federal income tax refund                                 -            (49,510)
      Power contract termination costs                        19,023          43,675 
      Accounts payable                                       (66,934)        (69,721)
      Accrued income taxes                                   107,997         140,856 
      Other - net                                            (50,169)        (58,473)
        Net cash flows from operating activities             812,425         966,200
                                                                                        
  Investing activities including construction                                            
      Construction expenditures                             (478,847)       (462,238)  
      Nuclear fuel expenditures                               (1,223)         (8,601)  
      Contributions to nuclear decommissioning trust         (19,174)        (13,568)  
      Common equity component of allowance
        for funds used during construction                     2,021           3,166 
        Net cash flows from investing activities                                       
          including construction                            (497,223)       (481,241) 
                                                                                     
  Financing activities including dividends
      Issuance of long-term debt                             375,000         100,000
      Retirement of long-term debt                          (107,435)         (9,119)
      Advance refunding of long-term debt                    (95,329)           -    
      Advance refunding of preferred stock                  (316,982)           -   
      Issuance and refunding costs                           (10,805)         (5,058)
      Common stock dividends                                (366,560)       (359,437)
      Preferred stock dividends                              (18,104)        (26,679)
        Net cash flows from financing activities
          including dividends                               (540,215)       (300,293)
                                                                                     
  Net increase (decrease) in cash and temporary
    cash investments                                        (225,013)        184,666 
                                                                                     
  Cash and temporary cash investments                                                  
    at January 1                                             342,292         245,221
                                                                                     
  Cash and temporary cash investments                                                  
    at September 30                                        $ 117,279       $ 429,887
                                                            
  Supplemental disclosure of cash flow information                                     
    Cash paid during the period for:                                                   
      Interest                                             $ 253,697       $ 245,884
      Income taxes                                           169,755         120,572
</TABLE>
  The accompanying note is an integral part of these financial statements.
<PAGE>
<PAGE>                                        - 9 -
<TABLE>
                        CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                              CONSOLIDATED STATEMENT OF CASH FLOWS
                   FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995             
                                                                                         
                                                             1996            1995
                                                             (Thousands of Dollars)
 <S>                                                       <C>             <C>
 Operating activities                                            
    Net income                                             $ 687,062       $ 728,605 
    Principal non-cash charges (credits) to income
      Depreciation and amortization                          490,773         446,760 
      Federal income tax deferred                             37,000         128,950 
      Common equity component of allowance
        for funds used during construction                    (2,401)         (4,977)
      Other non-cash charges (credits)                       (26,443)         (1,635)
    Changes in assets and liabilities
      Accounts receivable - customers, less
        allowance for uncollectibles                         (56,890)        (16,337)
      Regulatory accounts receivable                         (44,818)         28,311 
      Materials and supplies, including fuel
        and gas in storage                                    (5,387)         48,899 
      Prepayments, other receivables and
        other current assets                                   1,157          (1,634)
      Enlightened Energy program costs                        10,561          23,284 
      Federal income tax refund                               (3,427)        (49,510)
      Power contract termination costs                        30,735          24,490 
      Accounts payable                                        49,170          (4,109)
      Accrued income taxes                                   (41,409)         (3,708)
      Other - net                                             (2,996)        (72,879)
        Net cash flows from operating activities           1,122,687       1,274,510 
                                                                                       
  Investing activities including construction
      Construction expenditures                             (709,412)       (721,535)
      Nuclear fuel expenditures                               (5,462)        (16,481)
      Contributions to nuclear decommissioning trust         (24,499)        (16,485)
      Common equity component of allowance
        for funds used during construction                     2,401           4,977 
        Net cash flows from investing activities                                       
          including construction                            (736,972)       (749,524)
                                                                                     
  Financing activities including dividends
      Issuance of long-term debt                             503,285         328,285 
      Retirement of long-term debt                          (109,205)       (135,743)
      Advance refunding of long-term debt                   (251,028)       (128,285)
      Advance refunding of preferred stock                  (316,982)           -   
      Issuance and refunding costs                           (11,016)         (7,623)
      Common stock dividends                                (486,385)       (476,887)
      Preferred stock dividends                              (26,992)        (35,583)
        Net cash flows from financing activities
          including dividends                               (698,323)       (455,836)
                                                                                     
  Net increase (decrease) in cash and temporary          
    cash investments                                        (312,608)         69,150 
                                                                                     
  Cash and temporary cash investments                                                  
    at beginning of period                                   429,887         360,737 
                                                                                     
  Cash and temporary cash investments                                                  
    at September 30                                        $ 117,279       $ 429,887 
                                                            
  Supplemental disclosure of cash flow information                                     
    Cash paid during the period for:                                                   
      Interest                                             $ 317,766       $ 300,137 
      Income taxes                                           393,937         299,741 
</TABLE>
  The accompanying note is an integral part of these financial statements.


<PAGE>
<PAGE>                       - 10 -

---------------------------------------------------------------- 
Contingency Note
---------------------------------------------------------------- 

Indian Point.  Nuclear generating units similar in design to the
Company's Indian Point 2 unit have experienced problems of
varying severity in their steam generators, which in a number of
instances have required steam generator replacement. Inspections
of the Indian Point 2 steam generators since 1976 have revealed
various problems, some of which appear to have been arrested, but
the remaining service life of the steam generators is uncertain
and may be shorter than the unit's life. The projected service
life of the steam generators is reassessed periodically in light
of the inspections made during scheduled outages of the unit.
Based on the latest available data, the Company estimates that
steam generator replacement will not be required before 1999, and
possibly not until some years later. To avoid procurement delays
in the event replacement is necessary, the Company purchased
replacement steam generators, which are stored at the site. If
replacement of the steam generators is required, such replacement
is presently estimated (in 1995 dollars) to require additional
expenditures of approximately $107 million (exclusive of
replacement power costs) and an outage of approximately four
months. However, securing necessary permits and approvals or
other factors could require a substantially longer outage if
steam generator replacement is required on short notice.

Nuclear Insurance.  The insurance policies covering the Company's
nuclear facilities for property damage, excess property damage,
and outage costs permit assessments under certain conditions to
cover insurers' losses. As of September 30, 1996 the highest
amount which could be assessed for losses during the current
policy year under all of the policies was $32.7 million. While
assessments may also be made for losses in certain prior years,
the Company is not aware of any losses in such years which it
believes are likely to result in an assessment.

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

     The Company participates in an insurance program covering
liabilities for injuries to certain workers in the nuclear power
industry. In the event of such injuries, the Company is subject
to assessment up to an estimated maximum of approximately $3.1
million.
<PAGE>
<PAGE>                       - 11 -

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

Superfund.  By its terms, Superfund imposes joint and several
strict liability, regardless of fault, upon generators of
hazardous substances for resulting removal and remedial costs and
environmental damages. The Company has received process or notice
concerning possible claims under Superfund or similar state
statutes relating to a number of sites at which it is alleged
that hazardous substances generated by the Company (and, in most
instances, a large number of other potentially responsible
parties) were deposited.  Estimates of the investigative,
removal, remedial and environmental damage costs (if any) the
Company will be obligated to pay with respect to each of these
sites range from extremely preliminary to highly refined. Based
on these estimates, the Company had accrued a liability at        
September 30, 1996 of approximately $13.3 million. There will be
additional costs with respect to these and possibly other sites,
the materiality of which is not presently determinable.

DEC Settlement.  In November 1994 the Company agreed to a consent
order settling a civil administrative proceeding instituted by
the DEC in 1992, alleging environmental violations by the
Company. Pursuant to the consent order, the Company has conducted
an environmental management systems evaluation and is conducting
an environmental compliance audit. The Company also must
implement "best management practices"  plans for certain
facilities and undertake a remediation program at certain sites.
At September 30, 1996 the Company had an accrued liability of
$17.3 million for these sites. Expenditures for
environment-related projects in the five years 1996-2000,
including expenditures to comply with the consent order, are
currently estimated at $155 million. There will be additional
costs, including costs arising out of the compliance audit, the
materiality of which is not presently determinable.

<PAGE>
<PAGE>                       - 12 -

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

EMF.  Electric and magnetic fields are found wherever electricity
is used. Several scientific studies have raised concerns that EMF
surrounding electric equipment and wires, including power lines,
may present health risks. The Company is the defendant in several
suits claiming property damage or personal injury allegedly
resulting from EMF. In the event that a causal relationship
between EMF and adverse health effects is established, or
independently of any such causal determination, in the event of
adverse developments in related legal or public policy doctrines,
there could be a material adverse effect on the electric utility
industry, including the Company.
<PAGE>
<PAGE>                        - 13 -

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

     The following discussion and analysis relates to the interim
financial statements appearing in this report and should be read
in conjunction with Management's Discussion and Analysis
appearing in Item 7 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1995 (File No. 1-1217). Reference
is made to the note to the financial statements in Item 1 of this
report, which note is incorporated herein by reference.


LIQUIDITY AND CAPITAL RESOURCES

     Cash and temporary cash investments were $117.3 million at
September 30, 1996 compared with $342.3 million at December 31,
1995 and $429.9 million at September 30, 1995. The Company's cash
balances reflect the timing and amounts of external financing and
property tax payments.

     In January 1996 the Company commenced a tender offer for
certain series of its preferred stock. Shareholders tendered
approximately $227 million of such preferred stock pursuant to
the offer, which expired on February 27, 1996. In addition, the
Company called $90 million of its preferred stock for redemption
on March 30, 1996. These retirements and related expenses were
funded with proceeds from $275 million of 7-3/4 percent
subordinated debentures issued on March 6, 1996 and due on March
31, 2031 and cash of $25 million. The present value
revenue-equivalent savings of these transactions was
approximately $42 million. The net gain on these transactions of
$13.9 million (after write-off of capital stock expense on
redeemed stock) did not affect earnings per share due to an
equivalent amount of provision for depreciation of utility plant
recorded in the first quarter of 1996. (The increases in
depreciation expense for the nine and 12-month periods ending
September 30, 1996 compared with the corresponding 1995 periods
reflect this additional depreciation expense.)

     On May 1, 1996 the Company issued $100 million of 7-3/4
percent Debentures Series 1996 A, due June 1, 2026, at a price to
the public of 98.002 percent and a yield of 7.924 percent. The
proceeds were used to redeem, on June 1, 1996, the $95.3 million
outstanding balance of the Company's 9-3/8 percent Debentures,
Series 1991 A, due June 1, 2026. The other $79.7 million of the
original $175 million Series 1991 A Debentures had been retired
through a tender offer in 1993.
<PAGE>
<PAGE>                        - 14 -

     On July 1, 1996 the Company paid $213.2 million to New York
City for property taxes for the first half of the 1996-1997
fiscal year. In order to meet this cash requirement, the Company
borrowed $155 million through short-term bank promissory notes.
These borrowings were repaid in August 1996.

     The Company expects to finance the balance of its capital
requirements for the remainder of 1996 and 1997,  including $182
million for securities maturing during this period, from
internally generated funds and external debt financing of about
$150 million.

     Customer accounts receivable, less allowance for
uncollectible accounts, amounted to $565.7 million at September
30, 1996 compared with $497.2 million at December 31, 1995 and
$508.8 million at September 30, 1995. The increase in the
customer accounts receivable balance at September 30, 1996
compared with September 30, 1995 reflects primarily increases in
sales revenues. In terms of equivalent days of revenue
outstanding (ENDRO), these amounts represented 25.9, 27.6 and
25.0 days, respectively.
 
     The regulatory accounts receivable of $33.5 million at
September 30, 1996 represent amounts to be recovered from
customers. The regulatory accounts receivable negative balance of
$6.5 million and $11.3 million at December 31, 1995 and September
30, 1995, respectively, represent amounts to be refunded to
customers. These balances include amounts accrued under the
electric revenue adjustment mechanism (ERAM), modified ERAM and
incentive provisions of the Company's electric and gas rate
agreements referred to below.

     The changes in regulatory accounts receivable during the
first nine months of 1996 were as follows:

<TABLE>
                                                            1996
                                   Balance               Recoveries    Balance 
                                   Dec. 31,     1996        from       Sept.30,
(Millions of Dollars)                1995*    Accruals*  Customers**     1996* 
<S>                                <C>        <C>         <C>          <C>
ERAM/Modified ERAM                 $(37.7)    $  4.3      $  18.5      $(14.9)
Electric Incentives
  Enlightened Energy program         19.7       18.2         (9.8)       28.1
  Customer service                    4.0        3.4         (3.1)        4.3
  Fuel and purchased power            1.9       20.0        (15.1)        6.8
Gas Incentives
  System improvement                  4.6        6.5         (4.6)        6.5  
  Customer service                    1.0        2.7         (1.0)        2.7  
 Total                             $ (6.5)    $ 55.1      $ (15.1)     $ 33.5  

* Negative amounts are refundable; positive amounts are recoverable.
**Negative amounts have been recovered; positive amounts have been refunded.
</TABLE>
<PAGE>
<PAGE>                        - 15 -

     Enlightened Energy program costs are generally recoverable
over a five-year period. Program costs have declined, and are
expected to continue to decline in future periods, resulting in
lower deferred balances as recoveries exceed new expenditures.

     Interest coverage under the SEC formula for the 12 months
ended September 30, 1996 was 4.09 times, compared with 4.20 times
for the year 1995 and 4.32 times for the 12 months ended
September 30, 1995. The decline in interest coverage reflects a
lower level of pre-tax earnings.


1995 Electric Rate Agreement

     In April 1995 the New York Public Service Commission (PSC)
approved a three-year electric rate agreement effective April 1,
1995. The agreement provided for no increase in base electric
revenues in the first rate year and possible, but limited,
increases in years two and three. For details of the agreement,
see the Management's Discussion and Analysis appearing in Item 7
of the Company's Annual Report on Form 10-K for the year ended
December 31, 1995 under the heading "Liquidity and Capital
Resources - 1995 Electric Rate Agreement."

     The agreement provides that a portion of any earnings above
specified levels (excluding incentive earnings) be shared with
customers or applied to reduce rate base balances. For the first
rate year of the electric rate agreement, the 12 months ended
March 31, 1996, the Company's actual rate of return on electric
common equity, excluding incentives, exceeded the sharing
threshold of 11.6 percent, principally due to increased labor
productivity. A provision for excess earnings of $10.2 million
has been set aside for the future benefit of customers.

     In March 1996 the PSC approved a $19 million reduction to
base electric rates for the second year of the rate agreement,
effective April 1, 1996. The decrease reflects a lower allowed
rate of return on electric common equity (10.31 percent excluding
incentives) and a refund to customers under the modified ERAM
mechanism, offset in part by increases in pension and retiree
health benefit expenses and IPP capacity costs.

     For the second rate year of the electric rate agreement, the
12 months ended March 31, 1997, the Company estimates that the
actual rate of return on electric common equity, excluding
incentives, will exceed the sharing threshold of 10.81 percent,
principally due to labor productivity. Therefore, in the third
quarter of 1996, a provision for excess earnings of $4 million
was set aside for the future benefit of customers.
<PAGE>
<PAGE>                        - 16 -

     In October 1996, the Company filed for an increase to its
electric rates to become effective April 1, 1997 for the third
rate year of the electric rate agreement. Under the terms of the
agreement, the estimated increased revenue requirement, which
could vary based on data available by early 1997, is $87 million
(an increase of approximately 1.6%). The Company is reviewing
measures to mitigate this increase. 


Gas and Steam Rate Agreements

     In October 1994 the PSC approved three-year rate agreements
for the Company's gas and steam services. For details of the
agreements, see Management's Discussion and Analysis appearing in
Item 7 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1995 under the heading "Liquidity and Capital
Resources - Gas and Steam Rate Agreements."

     For the second rate year, the 12 months ended September 30,
1996, the Company's rates of return on common equity for gas and
steam were above the 11.65 percent threshold for earnings sharing
with customers. However, no provisions have been made for refund
to customers because the excess earnings for the second rate year
in each case were offset by earnings below the threshold for the
first rate year.

     In September 1996 the PSC approved a $12.1 million (3.44
percent) increase to base steam rates for the third rate year
under the steam agreement. Pursuant to the agreement, the balance
of the calculated increase under the agreement, $10.8 million, is
being deferred for future recovery from customers.

     In October 1996 the Company entered into a gas rate
settlement agreement with the PSC staff. The new agreement is
subject to PSC approval. Pursuant to the new agreement, the
Company will withdraw its request for an increase to base gas
rates for the third rate year under the 1994 gas agreement. The
new agreement contains the following major provisions: base rates
will, with limited exceptions, remain at September 30, 1996
levels through September 30, 2000; the Company will share in net
revenue from interruptible gas sales (previously used only to
reduce firm customer gas costs) by retaining in each rate year
the first $7 million of net revenue above 8.5 million dekatherms
and 50 percent of additional net revenues; 86 percent of any
increase in property taxes above levels implicit in rates will be
recovered by offsetting amounts, if any, that would otherwise be
returned to customers; the incentive (or penalty) mechanisms
under the 1994 gas agreement will be discontinued effective
October 1997, after which the Company will be subject 
<PAGE>
<PAGE>                        - 17 -

to a penalty (maximum, $1.7 million) if it fails to maintain
targeted levels of customer satisfaction; and the Company will
share with customers 50 percent of earnings above a 13 percent
rate of return on gas common equity. 


Credit Ratings

     The Company's unsecured debentures and tax-exempt debt are
rated A1 by Moody's Investors Service, Inc. (Moody's) and A+ by
Standard & Poor's Rating Group (S&P). Duff & Phelps Inc., whose
rating service the Company discontinued in the second quarter of
1996, also had rated this debt at A+. The Company's subordinated
debentures are rated A2 by Moody's and A by S&P. The Company's
senior debt (first mortgage bonds) is rated Aa3 and A+ by Moody's
and S&P, respectively. The Company has not issued first mortgage
bonds since 1974. As of September 30, 1996, one $75 million issue
of first mortgage bonds, which will mature in December 1996,
remains outstanding. 


Competition - New York State Initiative

     On October 1, 1996, the Company proposed its plan (the
"Company's Plan") in response to the PSC's May 20, 1996 order in
its "Competitive Opportunities" proceeding (the "Order"). The
Order endorsed a fundamental restructuring of the electric
utility industry in New York State, based on competition in the
generation and energy services sectors of the industry. The
Company's Plan proposes a transition to a competitive electricity
market (with increased wholesale competition in 1997, a retail
pilot program beginning in 1998, and retail access for the
Company's customers by 2003, if feasible), a five-year "rate
freeze" to take effect April 1997 (beginning with the last year
of the Company's current electric rate agreement), full recovery
from customers of all prior utility investments and commitments,
including potential "strandable costs," a corporate
reorganization into a holding company structure, and tax and
regulatory reform.  For additional information about the Order,
the legal proceeding challenging the Order instituted by the
Company and others, and the Company's Plan, see the Company's
Current Report on Form 8-K, dated October 1, 1996, and
Management's Discussion and Analysis appearing in Part I, Item 2
of the Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1996 under the heading "Liquidity and
Capital Resources - Competition - New York State Initiative."

<PAGE>
<PAGE>                        - 18 -

     By order issued October 9, 1996 in the Competitive
Opportunities proceeding, the PSC established a 90-day period
ending on January 7, 1997 for settlement negotiations. The PSC
also provided, in the absence of a settlement, for the closing of
the record for the proceeding, including any evidentiary hearings
"determined to be needed," on or before March 8, 1997. The
Company, without prejudice to its rights to challenge the Order
or the PSC's October 9, 1996 Order, is engaged in collaborative
efforts to reach a negotiated settlement with the PSC staff and
other interested parties with respect to the Company's Plan.

     The Company's Plan could change materially before it becomes
effective. It is not possible to predict the outcome of the
Competitive Opportunities proceeding or its impact on the
Company. However, the outcome could potentially have a material
adverse effect on the Company, its financial condition and
results of operations.


Competition - Federal Initiative

     On April 24, 1996 the Federal Energy Regulatory Commission
(FERC) issued its final order (FERC Order 888) requiring electric
utilities to file non-discriminatory open access transmission
tariffs that would be available to wholesale sellers and buyers
of electric energy and allowing utilities to recover related
legitimate and verifiable stranded costs subject to FERC's
jurisdiction. The Company has petitioned the FERC to make certain
modifications to Order 888. The Company's open access tariff took
effect July 9, 1996, subject to refund pending the outcome of a
hearing on the tariff set by FERC for August 1997. The Company
participates in the wholesale electric market primarily as a
buyer, and in this regard could benefit if Order 888 results in
lower wholesale prices for its purchases of electricity for its
retail customers. (The preceding sentence is a forward-looking
statement; it is a statement of expectation as to future economic
performance and is not a statement of fact. Actual results might
differ materially from those projected in this statement.
Important factors that could cause actual results to differ from
those projected include adverse interpretations of Order 888 by
the FERC or the courts; additional rule-making or legislation
that could modify the impact of Order 888; and presently
unforeseen interaction between Order 888 and the PSC's
Competitive Opportunities proceeding, including future
developments in such proceeding.)


<PAGE>
<PAGE>                        - 19 -

1996 Stock Option Plan

     In May 1996 the Company's shareholders adopted the
Consolidated Edison Company of New York, Inc. 1996 Stock Option
Plan covering 10,000,000 shares of the Company's common stock.
Also in May, ten-year options covering 704,200 shares were
granted under the Plan (at an exercise price of $27-7/8 per
share). As permitted by Statement of Financial Accounting
Standards No. 123 (SFAS 123), "Accounting for Stock-Based
Compensation," the Company will account for the Stock Option Plan
in accordance with Accounting Principles Board Opinion No. 25
(APB 25), "Accounting for Stock Issued to Employees," with
year-end footnote disclosure of the impact on net income and
earnings per share as if the Company had adopted the SFAS 123
fair value method for recognition purposes. Because the exercise
price of the stock options under the Plan equals the market price
of the underlying stock on the date of grant, under APB 25 no
compensation expense is recognized.  


Environmental Claims and Other Contingencies

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


Collective Bargaining Agreement

            In June 1996, the Company concluded a new collective
bargaining agreement with the union representing approximately
two-thirds of the Company's employees. The four-year agreement
provides for general wage increases of 2.5 percent in each of the
first two years and 3.0 percent in each of years three and four,
with a potential 0.5 percent merit increase in each year.

<PAGE>
<PAGE>                        - 20 -

RESULTS OF OPERATIONS

     Net income for common stock for the third quarter, the nine
months and the 12 months ended September 30, 1996 was lower than
in the corresponding 1995 periods by $1.0 million, $11.4 million
($.05 a share) and $16.2 million ($.07 a share), respectively.
These results reflect the three-year electric rate agreement
effective April 1, 1995, which provides for a generally lower
level of incentive earnings opportunities and lower allowed
returns on common equity. 

     In reviewing period-to-period comparisons, it should be
noted that not all changes in sales volume affected operating
revenues. Under the ERAM and the modified ERAM, discussed below,
except for the variation attributed to a change in number of
customers under the modified ERAM, most increases (or decreases)
in electric sales revenues compared with revenues forecast
pursuant to the electric rate agreement are deferred for
subsequent credit (or billing) to customers. Under the weather
normalization clause in the Company's gas tariff, most
weather-related variations in gas sales do not affect gas
revenues.

<TABLE>
                                                           Increases (Decreases)                   
                                         Three Months Ended  Nine Months Ended  Twelve Months Ended  
                                         September 30, 1996  September 30, 1996 September 30, 1996
                                            Compared With      Compared With       Compared with
                                         Three Months Ended  Nine Months Ended  Twelve Months Ended
                                         September 30, 1995  September 30, 1995 September 30, 1995 
                                         Amount     Percent  Amount     Percent Amount      Percent
                                                          (Amounts in Millions)
  <S>                                   <C>         <C>      <C>       <C>      <C>        <C> 
  Operating revenues                    $  40.5       2.2 %  $ 318.9     6.4 %  $ 386.1       6.0 %
  Fuel - electric and steam               (13.1)     (8.2)      64.2    16.6       68.3      13.7 
  Purchased power - electric               44.2      15.2      112.3    13.2      168.6      16.0 
  Gas purchased for resale                 13.6      54.2      127.5    67.6      140.7      57.0 
  Operating revenues less fuel,
    purchased power and gas purchased
    for resale (Net revenues)              (4.2)     (0.3)      14.9     0.4        8.5       0.2  

  Other operations and maintenance           -         -       (25.5)   (2.1)     (29.9)     (1.8)
  Depreciation and amortization             5.6       4.9       35.0    10.3       44.0       9.9
  Taxes, other than federal income tax     (5.9)     (1.9)      49.5     5.9       62.8       5.7 
  Federal income tax                       (0.5)     (0.3)      (9.6)   (2.8)     (31.9)     (7.6)

  Operating income                         (3.4)     (0.8)     (34.5)   (4.1)     (36.5)     (3.5)

  Other income less deductions
    and related federal income tax         (2.1)    (56.3)      (4.2)  (58.0)      (1.5)    (17.1)
  Interest charges                         (0.2)     (0.3)      (1.9)   (0.8)       3.5       1.1 

  Net income                               (5.3)     (1.6)     (36.8)   (6.0)     (41.5)     (5.7)

  Preferred stock dividend
    requirements                           (4.3)    (48.2)     (11.5)  (42.8)     (11.4)    (32.1)
  Gain on refunding of preferred
    stock                                    -         -        13.9      -        13.9        -

  Net income for common stock           $  (1.0)     (0.3)%  $ (11.4)   (2.0)%  $ (16.2)     (2.3)%
</TABLE>
<PAGE>
<PAGE>                        - 21 -

Third Quarter 1996 Compared with
Third Quarter 1995              

     Net revenues (operating revenues less fuel, purchased power
and gas purchased for resale) decreased $4.2 million in the third
quarter of 1996 compared with the 1995 period.  Electric and
steam net revenues decreased $16.2 million and $1.8 million,
respectively. Gas net revenues increased $13.8 million.

     Total electric revenues in the 1996 period were higher than
in the corresponding 1995 period, largely reflecting recovery of
higher purchased power costs, partially offset by the rate
reduction, discussed above, for the second year of the current
electric rate agreement. The 1995 electric rate agreement added
to the ERAM a revenue per customer (RPC) mechanism (modified
ERAM) which excludes from adjustment those variances in the
Company's electric revenues which result from changes in the
number of customers in each electric service classification.
Electric net revenues for the third quarter of 1996 have been
increased by an accrual of $10.9 million under the modified ERAM,
net of $22.4 million earned under the RPC mechanism, reflecting
lower net revenues than the forecast level. This compares with a
net revenue decrease in the 1995 period for credit due customers
of $59.1 million, net of $5.9 million earned under the RPC
mechanism, reflecting higher net revenues than the forecast level
in that period. 

     Electric net revenues for the third quarter of 1996 include
$16.7 million, compared with $12.6 million for the 1995 period,
for incentives earned under the provisions of the electric rate
agreements.

     The accounting provisions of the 1992 and 1995 electric rate
agreements for Indian Point Unit 2 refueling and maintenance
outages decreased electric net revenues for the third quarter of
1996 compared with the 1995 period by $7.0 million; related
expenses decreased in like amount.

     Electric sales, excluding off-system sales, in the
third quarter of 1996 compared with the 1995 period were:
<TABLE>
                                           Millions of Kwhrs.              
                             3rd Quarter  3rd Quarter              Percent
    Description                 1996         1995      Variation  Variation  
<S>                            <C>          <C>          <C>        <C>
Residential/Religious           3,212        3,511       (299)      (8.5)%
Commercial/Industrial           7,249        7,352       (103)      (1.4)%
Other                             173          182         (9)      (4.9)%
Total Con Edison Customers     10,634       11,045       (411)      (3.7)%

NYPA, Municipal Agency
 and Other Delivery Service     2,440        2,485        (45)      (1.8)%

Total Service Area             13,074       13,530       (456)      (3.4)%
</TABLE>
<PAGE>
<PAGE>                        - 22 -

     Gas and steam revenues in the 1996 period reflect rate
increases effective October 1995. Gas net revenues for the third
quarter of 1996 and 1995 include $9.2 million and $2.7 million,
respectively, for incentives earned under the 1994 gas rate
agreement relating to system improvement targets for gas leaks
and to customer service performance.

     For the third quarter of 1996 firm gas sales volume
decreased 0.3 percent and steam sales volume decreased 6.6
percent compared with the 1995 period. 

     The decreases in electric and steam sales volumes for the
period are due primarily to milder than normal 1996 summer
weather compared to warmer than normal 1995 summer weather. After
adjustment for comparability in both periods, primarily for
variations in weather, electric sales volume in the Company's
service territory increased 0.7 percent in the third quarter of
1996, firm gas sales volume decreased 0.4 percent and steam sales
volume decreased 1.4 percent. 

     Electric fuel costs decreased $22.9 million in the 1996
period due to lower sendout. Purchased power costs increased in
the third quarter of 1996 by $44.2 million over the 1995 period
due to the relatively high cost that the Company is required to
pay under its IPP contracts, the increased cost of short-term
power purchases, and increased unit purchases. Steam fuel costs
increased $9.8 million due to the higher unit cost of fuel. Gas
purchased for resale increased $13.6 million, reflecting the
higher unit cost of purchased gas.

     Other operations and maintenance expenses were unchanged for
the third quarter of 1996 compared with the 1995 period. Higher
pension and other postretirement benefit expenses (due to changes
in actuarial assumptions) were offset by lower production and
distribution expenses.
 
     Depreciation and amortization increased $5.6 million in the
third quarter of 1996 due to higher plant balances.

     Taxes, other than federal income tax, decreased $5.9 million
in the third quarter of 1996 compared with the 1995 period due
principally to decreased revenue taxes (reflecting a lower New
York State Corporate Tax Surcharge rate). 

<PAGE>
<PAGE>                        - 23 -

Nine Months Ended September 30, 1996 Compared 
with the Nine Months Ended September 30, 1995

     Net revenues (operating revenues less fuel, purchased power
and gas purchased for resale) increased $14.9  million in the
first nine months of 1996 compared with the first nine months of
1995. Electric net revenues decreased $45.0 million and gas and
steam net revenues increased $39.2 million and $20.7 million,
respectively.

     Total electric revenues in the 1996 period were higher than
in the corresponding 1995 period, largely reflecting recovery of
higher fuel and purchased power costs, partially offset by the
rate reduction, discussed above, for the second rate year of the
current electric rate agreement. Electric net revenues for the
first nine months of 1996 have been increased by an accrual of
$4.3 million, net of $42.7 million earned under the RPC
mechanism, reflecting lower net revenues than the forecast level.
This compares with a net revenue decrease in the 1995 period for
credit due customers of $37.6 million, net of $6.0 million earned
under the RPC mechanism, reflecting higher net revenues than the
forecast level in that period.

     Electric net revenues for the first nine months of 1996 also
include $41.6 million, compared with $47.4 million for the 1995
period, for incentives earned under the provisions of the rate
agreements.

     The accounting provisions of the 1992 and 1995 electric rate
agreements for Indian Point Unit 2 refueling and maintenance
outages decreased electric net revenues for the nine months ended
September 30, 1996 compared with the 1995 period by $33.8
million; related expenses decreased in like amount.

     Electric sales, excluding off-system sales, in the first
nine months of 1996 compared with the 1995 period were:

<TABLE>

                                           Millions of Kwhrs.                
                            Nine Months    Nine Months
                               Ended          Ended                 Percent
    Description            Sept.30, 1996  Sept.30, 1995  Variation  Variation
<S>                            <C>            <C>           <C>       <C>
Residential/Religious           8,300          8,340        (40)      (0.5)%
Commercial/Industrial          19,501         19,272        229        1.2 %
Other                             468            469         (1)      (0.2)%

Total Con Edison Customers     28,269         28,081        188        0.7 %

NYPA, Municipal Agency
 and Other Delivery Service     7,117          6,992        125        1.8 %

Total Service Area             35,386         35,073        313        0.9 %   

</TABLE>
<PAGE>
<PAGE>                        - 24 -

            Gas and steam revenues in the first nine months of
1996 were increased by rate increases effective October 1995 and
by recovery of higher costs for gas purchased for resale and for
steam fuel. Gas net revenues for the 1996 and 1995 periods
include $9.2 million and $7.4 million, respectively, for
incentives earned under the 1994 gas rate agreement, related to
achievement of gas system improvement targets for gas leaks and
to customer service performance.

     For the first nine months of 1996 firm gas sales volume
increased 12.1 percent and steam sales volume increased 6.3
percent over the 1995 period, due primarily to colder than normal
1996 winter weather as compared to warmer than normal 1995 winter
weather. Under the weather normalization clause in the Company's
gas tariff, most weather-related variations in gas sales do not
affect gas revenues.

     After adjustment for comparability in both periods,
primarily for variations in weather, electric sales volume in the
Company's service territory in the first nine months of 1996
increased 1.1 percent. Similarly adjusted, firm gas sales volume
increased 2.8 percent and steam sales volume increased 0.2
percent. 

     Electric fuel and purchased power costs increased in the
first nine months of 1996 by $14.4 and $112.3 million,
respectively, reflecting the higher unit cost of fuel and the
higher costs of the Company's IPP power purchase contracts,
offset by lower sendout. The increases in fuel and purchased
power costs were mitigated by increased generation from the
Company's Indian Point Unit 2 nuclear generating station, which
was operating during the 1996 period but was out of service for
refueling and maintenance for a large part of the 1995 period.
Steam fuel costs increased $49.8 million due to increased sendout
and higher unit cost of fuel. Gas purchased for resale increased
$127.5 million reflecting higher sendout and higher unit cost.

     Other operations and maintenance expenses decreased $25.5
million in the first nine months of 1996 compared with the 1995
period due to decreases in the amortization of previously
deferred Enlightened Energy program costs, reflecting lower
program cost deferrals, and decreases in production expenses
(principally due to the Indian Point Unit 2 refueling and
maintenance outage in the 1995 period - there was no such outage
in the 1996 period), offset in part by higher pension and other
postretirement  benefit expenses (due to changes in actuarial
assumptions). 

<PAGE>
<PAGE>                        - 25 -

     Depreciation and amortization increased $35.0 million in the
first nine months of 1996 due principally to higher plant
balances and an additional provision for depreciation expense of
$13.9 million corresponding to the amount of the gain on the
refunding of preferred stock discussed above.

     Taxes, other than federal income tax, increased $49.5
million in the first nine months of 1996 compared with the 1995
period due primarily to increased property taxes ($38.3 million)
and revenue taxes ($11.2 million).

     Federal income tax decreased $9.6 million in the first nine
months of 1996 compared with the 1995 period, principally due to
lower pre-tax income.

     Interest on long-term debt for the nine month period
increased $5.7 million, principally as a result of the issuance
of subordinated debentures to refund preferred stock, as
discussed above. 


Twelve Months Ended September 30, 1996 Compared with
Twelve Months Ended September 30, 1995              

     Net revenues (operating revenues less fuel, purchased power
and gas purchased for resale) increased $8.5 million in the 12
months ended September 30, 1996 compared with the 1995 period.
Electric net revenues decreased $66.1 million and gas and steam
net revenues increased $43.4 million and $31.2 million,
respectively. 

     Total electric revenues in the 1996 period were higher than
in the corresponding 1995 period, largely reflecting recovery of
higher purchased power costs, partially offset by  the rate
reduction, discussed above, for the second year of the current
electric rate agreement. Electric net revenues for the 12 months
ended September 30, 1996 were increased by an accrual of $6.6
million, net of $50.0 million earned under the RPC mechanism,
reflecting lower net revenues than the forecast level, compared
with a decrease in the 1995 period for credit due customers of
$30.1 million, net of $6.0 million earned under the RPC
mechanism, reflecting higher net revenues than the forecast level
in that period.

     Electric net revenues for the 12 months ended September 30,
1996 include $51.8 million, compared with $72.3 million for the
1995 period, for incentives earned under the 1995 and 1992
electric rate agreements, respectively. 

<PAGE>
<PAGE>                        - 26 -

     The accounting provisions of the 1992 and 1995 electric rate
agreements for Indian Point Unit 2 refueling and maintenance
outages decreased electric net revenues for the 12 months ended
September 30, 1996 compared with the 1995 period by $27.9
million; related expenses decreased in like amount.

            Electric sales, excluding off-system sales, for the
12 months ended September 30, 1996 compared with the 12 months
ended September 30, 1995 were:

<TABLE>

                                           Millions of Kwhrs.                  
                            Twelve Months   Twelve Months
                                Ended           Ended                  Percent
    Description             Sept.30, 1996   Sept.30, 1995   Variation  Variation 
<S>                              <C>             <C>           <C>        <C>
Residential/Religious            10,809          10,729         80        0.7%
Commercial/Industrial            25,721          25,359        362        1.4%
Other                               616             616         -          - %

Total Con Edison Customers       37,146          36,704        442        1.2%

NYPA, Municipal Agency
 and Other Delivery Service       9,438           9,284        154        1.7%

Total Service Area               46,584          45,988        596        1.3%
</TABLE>

     Gas and steam revenues in the 1996 period reflect rate
increases in October 1995 and higher fuel-related revenues due to
increased sales volumes and higher gas and steam unit costs of
fuel. Gas net revenues for the 1996 and 1995 periods include $9.2
million and $7.4 million, respectively, for incentives earned
under the 1994 gas rate agreement, related to achievement of gas
system improvement targets for gas leaks and to customer service
performance.

     For the 12 months ended September 30, 1996, firm gas sales
volume increased 12.9 percent and steam sales volume increased
10.2 percent, due primarily to colder than normal 1996 winter
weather as compared to warmer than normal 1995 winter weather.
Under the weather normalization clause in the Company's gas
tariff, most weather-related variations in gas sales do not
affect gas revenues. 

      After adjustment for comparability in both periods,
primarily for variations in weather, electric sales volume in the
Company's service territory in the 12 months ended September 30,
1996 increased 1.3 percent. Similarly adjusted, firm gas sales
volume increased 2.4 percent and steam sales volume decreased 0.1
percent.
<PAGE>
<PAGE>                        - 27 -

     Electric fuel costs increased $7.6 million in the 1996
period due to the higher unit cost of fuel. Purchased power costs
increased in the 1996 period by $168.6 million over the 1995
period reflecting the relatively high cost that the Company is
required to pay under its IPP contracts. Steam fuel costs
increased $60.7 million due to higher sendout and higher unit
cost of fuel. Gas purchased for resale increased $140.7 million,
reflecting higher sendout and higher unit cost of fuel.  

     Other operations and maintenance expenses decreased $29.9
million in the 12 months ended September 30, 1996 compared with
the 1995 period due to decreases in the amortization of
previously deferred Enlightened Energy program costs, reflecting
lower program cost deferrals, and in electric production expenses
(principally due to the Indian Point Unit 2 refueling and
maintenance outage in the 1995 period - there was no such outage
in the 1996 period), offset in part by higher pension and other
postretirement benefit expenses (due to changes in actuarial
assumptions).

     Depreciation and amortization increased $44.0 million in the
1996 period due principally to higher plant balances and an
additional provision for depreciation expense of $13.9 million
corresponding to the amount of the gain on the refunding of
preferred stock. 

     Taxes, other than federal income tax, increased $62.8
million in the 12 months ended September 30, 1996 compared with
the 1995 period due primarily to increased property taxes ($47.7
million) and revenue taxes ($14.7 million).

     Federal income tax decreased $31.9 million for the 12 months
ended September 30, 1996 compared with the 1995 period due
principally to lower pre-tax income.

     Interest on long-term debt for the 12-month period increased
$9.8 million principally as a result of the issuance of
subordinated debentures to refund preferred stock.


<PAGE>
<PAGE>                         - 28 -

                         PART II. - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

SUPERFUND - PCB Treatment, Inc. Sites

     Reference is made to the information under the caption
"SUPERFUND - PCB Treatment Sites" in Part I, Item 3, Legal
Proceedings in the Company's Annual Report on Form 10-K for the
year ended December 31, 1995.

     The United States Environmental Protection Agency ("EPA")
has issued a preliminary waste-in list indicating that
approximately 16.9 million pounds of PCB-contaminated oil,
equipment and materials were shipped to the sites. The Company
has informed the EPA that it shipped approximately 2.8 million
pounds of waste to the sites.  The EPA has identified over 700
parties that shipped waste to the sites, including federal
agencies which, based on responses to the EPA's information
request, appear to be responsible for approximately 7 million
pounds of the waste.  Several site PRPs, including the Company,
have entered into an EPA consent order for additional site
studies.

SUPERFUND - Astoria Site

     Reference is made to the information under the caption
"SUPERFUND - Astoria Site" in Part I, Item 3, Legal Proceedings,
in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995 and to the information under the caption
"ASTORIA SITE" in Part II, Item 1, Legal Proceedings, in the
Company's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1996.


SUPERFUND - Port Refinery Site

     The EPA has notified the Company by letter, dated October
21, 1996, that it is a PRP for the Port Refinery Superfund Site
in Rye Brook, NY.  According to the EPA, Port Refinery Company
used the site for the reprocessing and repackaging of mercury and
caused extensive contamination which the EPA has cleaned up at a
cost of approximately $4.5 million.  In its letter, the EPA
demands reimbursement of its costs from the Company and the 58
other site PRPs that the EPA has identified.  Based on the
documents provided by the EPA, it appears that the Company
shipped 660 pounds of mercury to Port Refinery.  The Company is
currently investigating its dealings with Port Refinery in
response to an EPA informational request for the site.

<PAGE>
<PAGE>                         - 29 -

NUCLEAR FUEL DISPOSAL

     Reference is made to the information under the caption
"NUCLEAR FUEL DISPOSAL" in Part I, Item 3, Legal Proceedings and
Part I, Item 7, Management's Discussion and Analysis in the
Company's Annual Report on Form 10-K for the year ended December
31, 1995, and in Part II, Item 1, Legal Proceedings, in the
Company's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1996.

RATE PROCEEDINGS

     Reference is made to (i) the information under the captions
"REGULATION AND RATES" in Part I, Item 1, Business, "RATE
PROCEEDINGS" in Part I, Item 3, Legal Proceedings and "LIQUIDITY
AND CAPITAL RESOURCES - 1992 Electric Rate Agreement, 1995
Electric Rate Agreement, Gas and Steam Rate Agreements, and
Competition" in Part I, Item 7, Management's Discussion and
Analysis in the Company's Annual Report on Form 10-K for the year
ended December 31, 1995; (ii) the information under the captions
"LIQUIDITY AND CAPITAL RESOURCES - 1995 Electric Rate Agreement,
Gas and Steam Rate Agreements, and Competition - New York State
Initiative" in Part I, Item 2, Management's Discussion and
Analysis in this Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1996; and (iii) the Company's Current
Report on Form 8-K, dated October 1, 1996.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      EXHIBITS

Exhibit 4.1    Form of the Company's 7 3/4% Quarterly Income
               Capital Securities (Series A Subordinated
               Deferrable Interest Debentures). (Incorporated
               by reference to Exhibit 4 to the Company's
               Current Report on Form 8-K, dated February 29,
               1996, in Commission File No. 1-1217.)

Exhibit 4.2    Form of the Company's 7 3/4% Debentures,
               Series 1996 A. (Incorporated by reference
               to Exhibit 4 to the Company's Current
               Report on Form 8-K, dated April 24, 1996, in
               Commission File No. 1-1217.)

Exhibit 10     Consolidated Edison Company of New York, Inc.
               1996 Stock Option Plan. (Incorporated by reference
               to Exhibit 10.47 to the Company's Annual Report on
               Form 10-K for the year ended December 31, 1995, in
               Commission File No. 1-1217.)

<PAGE>
<PAGE>                         - 30 -

Exhibit 12     Statement of computation of ratio of earnings to
               fixed charges for the twelve-month periods ended
               September 30, 1996 and 1995.

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

(b)  REPORTS ON FORM 8-K

     The Company filed a Current Report on Form 8-K, dated
October 1, 1996, reporting (under Item 5) the provision to the
New York State Public Service Commission of the Company's
response to the Commission's May 20, 1996 order in its
"Competitive Opportunities" proceeding, and the legal proceeding
instituted by the Company and others challenging the order.  The
Company filed no other Current Reports on Form 8-K during the
quarter ended September 30, 1996.

<PAGE>
<PAGE>                         - 31 -



                            SIGNATURES




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



                              CONSOLIDATED EDISON COMPANY
                                OF NEW YORK, INC.




DATE:   November 12, 1996     Joan S. Freilich
                              Joan S. Freilich
                              Senior Vice President,
                              Chief Financial Officer and
                              Duly Authorized Officer




DATE:   November 12, 1996     John F. Cioffi
                              John F. Cioffi
                              Vice President, Controller, 
                              Acting Treasurer and
                              Chief Accounting Officer



<PAGE>
<PAGE>
                      INDEX TO EXHIBITS
                                                  SEQUENTIAL PAGE
EXHIBIT                                           NUMBER AT WHICH
  NO.                    DESCRIPTION              EXHIBIT BEGINS

4.1    Form of the Company's 7 3/4% Quarterly Income
       Capital Securities (Series A Subordinated
       Deferrable Interest Debentures). (Incorporated
       by reference to Exhibit 4 to the Company's
       Current Report on Form 8-K, dated February 29,
       1996, in Commission File No. 1-1217.)

4.2    Form of the Company's 7 3/4% Debentures,
       Series 1996 A. (Incorporated by reference
       to Exhibit 4 to the Company's Current
       Report on Form 8-K, dated April 24, 1996, in
       Commission File No. 1-1217.)

10     Consolidated Edison Company of New York, Inc. 1996
       Stock Option Plan. (Incorporated by reference to
       Exhibit 10.47 to the Company's Annual Report on
       Form 10-K for the year ended December 31, 1995, in
       Commission File No. 1-1217.)

12     Statement of computation of ratio of earnings to
       fixed charges for the twelve-month periods ended
       September 30, 1996 and 1995.

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