Form 10-QSecurities and Exchange CommissionWashington, 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, 2000
|or                                                |                                                                                         
|/ /                                               | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

|Commission
File Number |  | Exact name of registrant as specified in its charter and
principal office address and telephone number |  | State of
Incorporation |  | I.R.S. Employer
ID. Number
|---------------------- |  | ------------------------------------------------------------------------------------------------------ |  | ---------------------- |  | --------------------------
|                       |  |                                                                                                        |  |                        |  |                           
|1-14514                |  | Consolidated Edison, Inc.
4 Irving Place, New York, New York 10003
(212) 460-4600                      |  | New York               |  | 13-3965100                
|1-1217                 |  | Consolidated Edison Company of New York, Inc.
4 Irving Place, New York, New York 10003
(212) 460-4600  |  | New York               |  | 13-5009340                
|1-4315                 |  | Orange and Rockland Utilities, Inc.
One Blue Hill Plaza, Pearl River, New York 10965
(914) 352-6000    |  | New York               |  | 13-1727729                
|                       |  |                                                                                                        |  |                        |  |                           

Indicate by check mark whether each Registrant (1) 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 (2) has been subject to such filing requirements for the past 90 days. Yes /x/  No / /

As
of the close of business on October 31, 2000, Consolidated Edison, Inc. ("Con Edison") had outstanding 211,990,844 Common Shares ($.10 par value). Con Edison owns all of the
outstanding common equity of Consolidated Edison Company of New York, Inc. ("Con Edison of New York") and Orange and Rockland Utilities, Inc. ("O&R").

O&R meets the conditions specified in general instruction H (1) (a) and (b) of form
10-Q  
and is therefore filing this form with the reduced disclosure format.

1

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Table of Contents

|                                                                 |  |                                                                                       |  |                                      |  | PAGE 
|---------------------------------------------------------------- |  | ------------------------------------------------------------------------------------- |  | ------------------------------------ |  | -----
|                                                                 |  |                                                                                       |  |                                      |  |      
|                                                                 |  |                                                                                       |  |                                      |  |      
|Filing Format                                                    |  | 3                                                                                    
|Forward-Looking Statements                                       |  | 3                                                                                    
|Part I.                                                          |  | Financial Information                                                                 |  |                                     
|Item 1.                                                          |  | Financial Statements                                                                  |  |                                     
|                                                                 |  | Con Edison                                                                            |  | Consolidated Balance Sheet           |  | 4-5  
|                                                                 |  |                                                                                       |  | Consolidated Income Statements       |  | 6-7  
|                                                                 |  |                                                                                       |  | Consolidated Statement of Cash Flows |  | 8    
|                                                                 |  |                                                                                       |  | Notes to Financial Statements        |  | 9    
|                                                                 |  | Con Edison                                                                            |  | Consolidated Balance Sheet           |  | 14-15
|                                                                 |  | of New York                                                                           |  | Consolidated Income Statements       |  | 16-17
|                                                                 |  |                                                                                       |  | Consolidated Statement of Cash Flows |  | 18   
|                                                                 |  |                                                                                       |  | Notes to Financial Statements        |  | 19   
|                                                                 |  | O&R                                                                                   |  | Consolidated Balance Sheet           |  | 23-24
|                                                                 |  |                                                                                       |  | Consolidated Income Statements       |  | 25-26
|                                                                 |  |                                                                                       |  | Consolidated Statement of Cash Flows |  | 27   
|                                                                 |  |                                                                                       |  | Notes to Financial Statements        |  | 28   
|Item 2.                                                          |  | Management's Discussion and Analysis of Financial Condition and Results of Operations |  |                                     
|                                                                 |  | Con Edison                                                                            |  | 32                                  
|                                                                 |  | Con Edison of New York                                                                |  | 49                                  
|                                                                 |  | O&R                                                                                   |  | *                                   
|O&R Management's Narrative Analysis of the Results of Operations |  | 64                                                                                   
|Item 3.                                                          |  | Quantitative and Qualitative Disclosures About Market Risk                            |  |                                     
|                                                                 |  | Con Edison                                                                            |  | 68                                  
|                                                                 |  | Con Edison of New York                                                                |  | 68                                  
|                                                                 |  | O&R                                                                                   |  | *                                   
|Part II.                                                         |  | Other Information                                                                     |  |                                     
|Item 1.                                                          |  | Legal Proceedings                                                                     |  | 69                                  
|Item 6.                                                          |  | Exhibits and Reports on Form 8-K                                                      |  | 71                                  

* O&R is omitting this information pursuant to General Instruction H of Form 10-Q.

2

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Filing Format

This Quarterly Report on Form 10-Q is a combined report being filed separately by three different registrants: Consolidated
Edison, Inc. ("Con Edison"), Consolidated Edison Company of New York, Inc. ("Con Edison of New York") and Orange and Rockland Utilities, Inc. ("O&R"). Neither
Con Edison of New York nor O&R makes any representation as to the information contained in this report relating to Con Edison or the subsidiaries of Con Edison other than itself.

O&R,
a wholly-owned subsidiary of Con Edison, meets the conditions specified in General Instruction H of Form 10-Q and is permitted to use the reduced disclosure format for
wholly-owned subsidiaries of companies, such as Con Edison, that are reporting companies under the Securities Exchange Act of 1934. Accordingly, O&R has omitted from this report the information called
for by Part 1, Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations and has included in this report its Management's Narrative Analysis of the
Results of Operations. In accordance with general instruction H, O&R has also omitted from this report the information, if any, called for by Part 1, Item 3, Quantitative and Qualitative
Disclosure About Market Risk; Part II, Item 2, Changes in Securities and Use of Proceeds; Part II, Item 3, Defaults Upon Senior Securities; and Part II,
Item 4, Submission of Matters to a Vote of Security Holders.

Forward-Looking Statements

This Quarterly Report on Form 10-Q 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, Con Edison's pending acquisition of Northeast Utilities, the ongoing Indian Point 2 outage, technological developments, changes in economic conditions,
changes in historical weather patterns, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, and other presently unknown or unforeseen factors.

3

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Consolidated Edison, Inc.

CONSOLIDATED BALANCE SHEET

|                                             |                                                                                                  | As at
|-------------------------------------------- | ------------------------------------------------------------------------------------------------ | -----
|
|
|
|ASSETS                                       |                                                                                                  |      
|UTILITY PLANT, AT ORIGINAL COST              |                                                                                                  |      
|                                             | Electric                                                                                         |      
|                                             | Gas                                                                                              |      
|                                             | Steam                                                                                            |      
|                                             | General                                                                                          |      
|                                             | Unregulated generating assets                                                                    |      
|                                            
|                                             | TOTAL                                                                                            |      
|                                             | Less: Accumulated depreciation                                                                   |      
|                                            
|                                             | NET                                                                                              |      
|                                             | Construction work in progress                                                                    |      
|                                             | Nuclear fuel assemblies and components, less accumulated amortization                            |      
|                                            
|NET UTILITY PLANT                            |                                                                                                  |      
|                                            
|CURRENT ASSETS                               |                                                                                                  |      
|                                             | Cash and temporary cash investments                                                              |      
|                                             | Accounts receivable - customer, less allowance for uncollectible accounts of $29,675 and $34,821 |      
|                                             | Other receivables                                                                                |      
|                                             | Fuel, at average cost                                                                            |      
|                                             | Gas in storage, at average cost                                                                  |      
|                                             | Materials and supplies, at average cost                                                          |      
|                                             | Prepayments                                                                                      |      
|                                             | Other current assets                                                                             |      
|                                            
|TOTAL CURRENT ASSETS                         |                                                                                                  |      
|                                            
|INVESTMENTS                                  |                                                                                                  |      
|                                             | Nuclear decommissioning trust funds                                                              |      
|                                             | Other                                                                                            |      
|                                            
|TOTAL INVESTMENTS                            |                                                                                                  |      
|                                            
|DEFERRED CHARGES AND REGULATORY ASSETS       |                                                                                                  |      
|                                             | Goodwill                                                                                         |      
|                                             | Regulatory assets                                                                                |      
|                                             |                                                                                                  |      
|                                             |                                                                                                  |      
|                                             |                                                                                                  |      
|                                             |                                                                                                  |      
|                                             |                                                                                                  |      
|                                             |                                                                                                  |      
|                                             |                                                                                                  |      
|                                             |                                                                                                  |      
|                                             |                                                                                                  |      
|                                             |                                                                                                  |      
|                                            
|                                             | TOTAL REGULATORY ASSETS                                                                          |      
|                                             | Other deferred charges                                                                           |      
|                                            
|TOTAL DEFERRED CHARGES AND REGULATORY ASSETS |                                                                                                  |      
|                                            
|TOTAL                                        |                                                                                                  | $    
|                                            

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

4

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Consolidated Edison, Inc.

CONSOLIDATED BALANCE SHEET

|                                                  |                                                                                                    | As at |                                            
|------------------------------------------------- | -------------------------------------------------------------------------------------------------- | ----- | -------------------------------------------
|
|
|
|CAPITALIZATION AND LIABILITIES                    |                                                                                                    |       |                                            
|CAPITALIZATION                                    |                                                                                                    |       |                                            
|                                                  | Common stock, authorized 500,000,000 shares; outstanding 211,986,844 shares and 213,810,634 shares |       | $                                          
|                                                  | Retained earnings                                                                                  |       |                                            
|                                                  | Treasury stock, at cost; 23,210,700 shares and 21,358,500 shares                                   |       |                                            
|                                                  | Capital stock expense                                                                              |       |                                            
|                                                  |                                                                                                   
|                                                  | TOTAL COMMON SHAREHOLDERS' EQUITY                                                                  |       |                                            
|                                                  |                                                                                                   
|                                                  | Preferred stock subject to mandatory redemption                                                    |       |                                            
|                                                  | Other preferred stock                                                                              |       |                                            
|                                                  | Long-term debt                                                                                     |       |                                            
|                                                  |                                                                                                   
|TOTAL CAPITALIZATION                              |                                                                                                    |       | 11,014,646                                 
|                                                  |                                                                                                   
|NONCURRENT LIABILITIES                            |                                                                                                    |       |                                            
|                                                  | Obligations under capital leases                                                                   |       |                                            
|                                                  | Accumulated provision for injuries and damages                                                     |       |                                            
|                                                  | Pension and benefits reserve                                                                       |       |                                            
|                                                  | Other noncurrent liabilities                                                                       |       |                                            
|                                                  |                                                                                                   
|TOTAL NONCURRENT LIABILITIES                      |                                                                                                    |       | 402,065                                    
|                                                  |                                                                                                   
|CURRENT LIABILITIES                               |                                                                                                    |       |                                            
|                                                  | Long-term debt due within one year                                                                 |       |                                            
|                                                  | Notes payable                                                                                      |       |                                            
|                                                  | Accounts payable                                                                                   |       |                                            
|                                                  | Customer deposits                                                                                  |       |                                            
|                                                  | Accrued taxes                                                                                      |       |                                            
|                                                  | Accrued interest                                                                                   |       |                                            
|                                                  | Accrued wages                                                                                      |       |                                            
|                                                  | Other current liabilities                                                                          |       |                                            
|                                                  |                                                                                                   
|TOTAL CURRENT LIABILITIES                         |                                                                                                    |       | 2,019,489                                  
|                                                  |                                                                                                   
|DEFERRED CREDITS AND REGULATORY LIABILITIES       |                                                                                                    |       |                                            
|                                                  | Accumulated deferred federal income tax                                                            |       |                                            
|                                                  | Regulatory liabilities                                                                             |       |                                            
|                                                  |                                                                                                    |       | Gain on divestiture                        
|                                                  |                                                                                                    |       | Accumulated deferred investment tax credits
|                                                  |                                                                                                    |       | NYPA revenue increase                      
|                                                  |                                                                                                    |       | Interruptible sales credit                 
|                                                  |                                                                                                    |       | Other                                      
|                                                  |                                                                                                   
|                                                  | TOTAL REGULATORY LIABILITIES                                                                       |       |                                            
|                                                  | Other deferred credits                                                                             |       |                                            
|                                                  |                                                                                                   
|TOTAL DEFERRED CREDITS AND REGULATORY LIABILITIES |                                                                                                    |       | 3,071,750                                  
|                                                  |                                                                                                   
|TOTAL                                             |                                                                                                    | $     | 16,507,950                                 
|                                                  |                                                                                                   

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

5

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CONSOLIDATED EDISON, INC.
CONSOLIDATED INCOME STATEMENT
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)

|                                                      |                                                     | 2000                            |         | 1999      |          
|----------------------------------------------------- | --------------------------------------------------- | ------------------------------- | ------- | --------- | ---------
|
|Operating revenues                                    |                                                     |                                 |         |           |          
|                                                      | Electric                                            |                                 | $       | 2,328,220 |          
|                                                      | Gas                                                 |                                 |         | 177,891   |          
|                                                      | Steam                                               |                                 |         | 82,837    |          
|                                                      | Non-utility                                         |                                 |         | 231,831   |          
|                                                      |                                                     |                                 |         |           |          
|                                                      |                                                     | Total operating revenues        |         |           | 2,820,779
|                                                      |                                                     |                                 |         |           |          
|Operating expenses                                    |                                                     |                                 |         |           |          
|                                                      | Purchased power                                     |                                 |         | 1,208,450 |          
|                                                      | Fuel                                                |                                 |         | 105,544   |          
|                                                      | Gas purchased for resale                            |                                 |         | 131,921   |          
|                                                      | Other operations                                    |                                 |         | 263,463   |          
|                                                      | Maintenance                                         |                                 |         | 114,971   |          
|                                                      | Depreciation and amortization                       |                                 |         | 150,786   |          
|                                                      | Taxes, other than federal income tax                |                                 |         | 330,041   |          
|                                                      | Federal income tax                                  |                                 |         | 130,730   |          
|                                                      |                                                     |                                 |         |           |          
|                                                      |                                                     | Total operating expenses        |         |           | 2,435,906
|                                                      |                                                     |                                 |         |           |          
|Operating income                                      |                                                     |                                 | 384,873 |           |          
|Other income (deductions)                             |                                                     |                                 |         |           |          
|                                                      | Investment income                                   |                                 |         | 1,520     |          
|                                                      | Allowance for equity funds used during construction |                                 |         | 542       |          
|                                                      | Other income less miscellaneous deductions          |                                 |         | 6,560     |          
|                                                      | Federal income tax                                  |                                 |         | (2,075    | )        
|                                                      |                                                     |                                 |         |           |          
|                                                      |                                                     | Total other income (deductions) |         |           | 6,547    
|                                                      |                                                     |                                 |         |           |          
|Income before interest charges                        |                                                     |                                 | 391,420 |           |          
|Interest on long-term debt                            |                                                     |                                 | 95,399  |           |          
|Other interest                                        |                                                     |                                 | 13,899  |           |          
|Allowance for borrowed funds used during construction |                                                     |                                 | (1,148  | )         |          
|                                                      |                                                     |                                 |         |           |          
|                                                      |                                                     | Net interest charges            |         |           | 108,150  
|                                                      |                                                     |                                 |         |           |          
|Net income                                            |                                                     |                                 | 283,270 |           |          
|Preferred stock dividend requirements                 |                                                     |                                 | 3,399   |           |          
|                                                      |                                                     |                                 |         |           |          
|Net income for common stock                           |                                                     | $                               | 279,871 |           | $        
|                                                      |                                                     |                                 |         |           |          
|Common shares outstandingaverage (000)               |                                                     |                                 | 211,974 |           |          
|Basic earnings per share                              |                                                     | $                               | 1.32    |           | $        
|                                                      |                                                     |                                 |         |           |          
|Diluted earnings per share                            |                                                     | $                               | 1.32    |           | $        
|                                                      |                                                     |                                 |         |           |          
|Dividends declared per share of common stock          |                                                     | $                               | 0.545   |           | $        
|                                                      |                                                     |                                 |         |           |          

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

6

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Consolidated Edison, Inc.

CONSOLIDATED INCOME STATEMENT

|For the nine months ended September 30, 2000 and 1999
(Unaudited) |                                                       | 2000 |           | 1999      |  
|----------------------------------------------------------------- | ----------------------------------------------------- | ---- | --------- | --------- | -
|
|
|OPERATING REVENUES                                                |                                                       |      |           |           |  
|                                                                  | Electric                                              |      | $         | 5,371,732 |  
|                                                                  | Gas                                                   |      |           | 894,380   |  
|                                                                  | Steam                                                 |      |           | 327,695   |  
|                                                                  | Non-utility                                           |      |           | 587,458   |  
|                                                                  |                                                      
|TOTAL OPERATING REVENUES                                          |                                                       |      | 7,181,265 |           |  
|                                                                  |                                                      
|OPERATING EXPENSES                                                |                                                       |      |           |           |  
|                                                                  | Purchased power                                       |      |           | 2,724,301 |  
|                                                                  | Fuel                                                  |      |           | 239,189   |  
|                                                                  | Gas purchased for resale                              |      |           | 562,758   |  
|                                                                  | Other operations                                      |      |           | 865,426   |  
|                                                                  | Maintenance                                           |      |           | 349,943   |  
|                                                                  | Depreciation and amortization                         |      |           | 439,125   |  
|                                                                  | Taxes, other than federal income tax                  |      |           | 896,471   |  
|                                                                  | Federal income tax                                    |      |           | 265,141   |  
|                                                                  |                                                      
|TOTAL OPERATING EXPENSES                                          |                                                       |      | 6,342,354 |           |  
|                                                                  |                                                      
|OPERATING INCOME                                                  |                                                       |      | 838,911   |           |  
|OTHER INCOME (DEDUCTIONS)                                         |                                                       |      |           |           |  
|                                                                  | Investment income                                     |      |           | 8,461     |  
|                                                                  | Allowance for equity funds used during construction   |      |           | 451       |  
|                                                                  | Other income less miscellaneous deductions            |      |           | 2,310     |  
|                                                                  | Federal income tax                                    |      |           | (2,315    | )
|                                                                  |                                                      
|TOTAL OTHER INCOME (DEDUCTIONS)                                   |                                                       |      | 8,907     |           |  
|                                                                  |                                                      
|INCOME BEFORE INTEREST CHARGES                                    |                                                       |      | 847,818   |           |  
|                                                                  | Interest on long-term debt                            |      |           | 266,370   |  
|                                                                  | Other interest                                        |      |           | 38,436    |  
|                                                                  | Allowance for borrowed funds used during construction |      |           | (3,935    | )
|                                                                  |                                                      
|NET INTEREST CHARGES                                              |                                                       |      | 300,871   |           |  
|                                                                  |                                                      
|NET INCOME                                                        |                                                       |      | 546,947   |           |  
|                                                                  |                                                      
|PREFERRED STOCK DIVIDEND REQUIREMENTS                             |                                                       |      | 10,194    |           |  
|                                                                  |                                                      
|NET INCOME FOR COMMON STOCK                                       |                                                       | $    | 536,753   |           | $
|                                                                  |                                                      
|COMMON SHARES OUTSTANDING - AVERAGE (000)                         |                                                       |      | 212,240   |           |  
|BASIC EARNINGS PER SHARE                                          |                                                       | $    | 2.53      |           | $
|                                                                  |                                                      
|DILUTED EARNINGS PER SHARE                                        |                                                       | $    | 2.53      |           | $
|                                                                  |                                                      
|DIVIDENDS DECLARED PER SHARE OF COMMON STOCK                      |                                                       | $    | 1.635     |           | $
|                                                                  |                                                      

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

7

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Consolidated Edison, Inc.

CONSOLIDATED STATEMENT OF CASH FLOWS

|For the nine months ended September 30, 2000 and 1999
(Unaudited)         |                                                | 2000 |                                                                                   | 1999    |  
|------------------------------------------------------------------------- | ---------------------------------------------- | ---- | --------------------------------------------------------------------------------- | ------- | -
|
|
|OPERATING ACTIVITIES                                                      |                                                |      |                                                                                   |         |  
|                                                                          | Net income for common stock                    |      | $                                                                                 | 536,753 |  
|                                                                          | PRINCIPAL NON-CASH CHARGES (CREDITS) TO INCOME |      |                                                                                   |         |  
|                                                                          |                                                |      | Depreciation and amortization                                                     |         |  
|                                                                          |                                                |      | Federal income tax deferred (excluding taxes resulting from divestiture of plant) |         |  
|                                                                          |                                                |      | Common equity component of allowance for funds used during construction           |         |  
|                                                                          |                                                |      | Other non-cash charges                                                            |         |  
|                                                                          | CHANGES IN ASSETS AND LIABILITIES              |      |                                                                                   |         |  
|                                                                          |                                                |      | Accounts receivable - customer, less allowance for uncollectibles                 |         |  
|                                                                          |                                                |      | Materials and supplies, including fuel and gas in storage                         |         |  
|                                                                          |                                                |      | Prepayments, other receivables and other current assets                           |         |  
|                                                                          |                                                |      | Enlightened Energy program costs                                                  |         |  
|                                                                          |                                                |      | Deferred recoverable energy costs                                                 |         |  
|                                                                          |                                                |      | Cost of removal less salvage                                                      |         |  
|                                                                          |                                                |      | Power contract termination costs                                                  |         |  
|                                                                          |                                                |      | Accounts payable                                                                  |         |  
|                                                                          |                                                |      | Accrued income taxes                                                              |         |  
|                                                                          |                                                |      | Other-net                                                                         |         |  
|                                                                          |                                               
|NET CASH FLOWS FROM OPERATING ACTIVITIES                                  |                                                |      | 747,287                                                                           |         |  
|                                                                          |                                               
|INVESTING ACTIVITIES INCLUDING CONSTRUCTION                               |                                                |      |                                                                                   |         |  
|                                                                          |                                                |      | Construction expenditures                                                         |         |  
|                                                                          |                                                |      | Nuclear fuel expenditures                                                         |         |  
|                                                                          |                                                |      | Contributions to nuclear decommissioning trust                                    |         |  
|                                                                          |                                                |      | Common equity component of allowance for funds used during construction           |         |  
|                                                                          |                                                |      | Payment for purchase of Orange and Rockland, net of cash and cash equivalents     |         |  
|                                                                          |                                                |      | Divestiture of utility plant (net of federal income tax)                          |         |  
|                                                                          |                                                |      | Non-regulated subsidiary investments                                              |         |  
|                                                                          |                                                |      | Non-regulated subsidiary utility plant                                            |         |  
|                                                                          |                                               
|NET CASH FLOWS (USED IN) FROM INVESTING ACTIVITIES INCLUDING CONSTRUCTION |                                                |      | (950,641                                                                          | )       |  
|                                                                          |                                               
|FINANCING ACTIVITIES INCLUDING DIVIDENDS                                  |                                                |      |                                                                                   |         |  
|                                                                          |                                               
|                                                                          |                                                |      | Repurchase of common stock                                                        |         |  
|                                                                          |                                                |      | Repayments of short-term debt                                                     |         |  
|                                                                          |                                                |      | Additions to long-term debt                                                       |         |  
|                                                                          |                                                |      | Retirement of long-term debt                                                      |         |  
|                                                                          |                                                |      | Advance refunding of long-term debt                                               |         |  
|                                                                          |                                                |      | Issuance and refunding costs                                                      |         |  
|                                                                          |                                                |      | Common stock dividends                                                            |         |  
|                                                                          |                                               
|NET CASH FLOWS USED IN FINANCING ACTIVITIES INCLUDING DIVIDENDS           |                                                |      | (208,886                                                                          | )       |  
|                                                                          |                                               
|NET INCREASE (DECREASE) IN CASH AND TEMPORARY CASH INVESTMENTS            |                                                |      | (412,240                                                                          | )       |  
|                                                                          |                                               
|CASH AND TEMPORARY CASH INVESTMENTS AT JANUARY 1                          |                                                |      | 485,050                                                                           |         |  
|                                                                          |                                               
|CASH AND TEMPORARY CASH INVESTMENTS AT SEPTEMBER 30                       |                                                | $    | 72,810                                                                            |         | $
|                                                                          |                                               
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                          |                                                |      |                                                                                   |         |  
|                                                                          | Cash paid during the period for:               |      |                                                                                   |         |  
|                                                                          |                                                |      | Interest                                                                          |         | $
|                                                                          |                                                |      | Income taxes                                                                      |         |  

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

8

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NOTES TO FINANCIAL STATEMENTS - CON EDISON

Note A - General

These footnotes accompany and form an integral part of the interim consolidated financial statements of Consolidated Edison, Inc. (Con Edison) and its subsidiaries,
including the regulated utility Consolidated Edison Company of New York, Inc. (Con Edison of New York), the regulated utility Orange and Rockland Utilities, Inc. (O&R), which Con Edison
acquired in July 1999, and several non-utility subsidiaries. These financial statements are unaudited but, in the opinion of Con Edison's management, reflect 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
Con Edison financial statements (including the notes thereto) included in the combined Con Edison, Con Edison of New York and O&R Annual Report on Form 10-K for
the year ended December 31, 1999 (the "Form 10-K").

Note B - Environmental Matters

Hazardous substances, such as asbestos, polychlorinated biphenyls (PCBs) and coal tar, have been used or generated in the course of operations of Con Edison's
utility subsidiaries and may be present in their facilities and equipment.

The
Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (Superfund) and similar state statutes impose joint and several strict liability, regardless of fault,
upon generators of hazardous substances for resulting removal and remedial costs and environmental damages. Liabilities under these laws 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.

At
September 30, 2000, Con Edison had accrued $120.0 million as its best estimate of the utility subsidiaries' liability for sites as to which they have received process or notice
alleging that hazardous substances generated by them (and, in most instances, other potentially responsible parties) were deposited. There will be additional liability at these sites and other sites,
the amount of which is not presently determinable but may be material to Con Edison's financial position, results of operations or liquidity.

Con
Edison's utility subsidiaries are permitted under current rate agreements to defer for subsequent recovery through rates certain site investigation and remediation costs with respect to hazardous
waste. At September 30, 2000, $74.9 million of such costs had been deferred as a regulatory asset.

Suits
have been brought in New York State and federal courts against Con Edison's utility subsidiaries 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

9

---

of the utility subsidiaries. Many of these suits have been disposed of without any payment by the utility subsidiaries, or for immaterial amounts. The amounts specified in all the remaining suits
total billions of dollars but Con Edison believes that these amounts are greatly exaggerated, as were the claims already disposed of. Based on the information and relevant circumstances known
to Con Edison at this time, it does not believe that these suits will have a material adverse effect on its financial position, results of operations or liquidity.

Note C - Nuclear Generation

Con Edison of New York owns the Indian Point 2 nuclear generating unit, which has a capacity of approximately 1,000 MW, and the retired Indian Point 1 nuclear
generating unit. See Note G to the Con Edison financial statements included in the Form 10-K.

On
February 15, 2000, Con Edison of New York shut down Indian Point 2 following a leak in one of its four steam generators. Con Edison of New York expects to complete replacement of the steam
generators by the end of 2000, and estimates that replacement will require capital expenditures of up to $150 million (exclusive of the costs of the replacement steam generators, which it has
owned since 1988).

The
staff of the Nuclear Regulatory Commission (NRC) has advised Con Edison of New York that it will monitor Indian Point 2 with heightened oversight.

The
New York State Public Service Commission (PSC) is investigating the Indian Point 2 outage and its causes and the prudence of Con Edison of New York's actions regarding the operation and
maintenance of Indian Point 2. The PSC has indicated that the examination should include, among other things, Con Edison of New York's inspection practices, the circumstances surrounding Indian
Point 2's October 1997 to September 1998 outage, the basis for postponement of the steam generator replacement and whether, and to what extent, increased replacement power costs and repair and
replacement costs should be borne by Con Edison's shareholders. Con Edison of New York is in settlement discussions with the staff of the PSC and other interested parties with respect to this
proceeding.

In
August 2000, following the passage of the Indian Point 2 Law (discussed below) and pursuant to a PSC order, Con Edison of New York revised its electric tariff to prevent prospective
recovery of Indian Point 2 replacement power costs.

The
"Indian Point 2 Law" was signed into law by New York Governor Pataki in August 2000. The law directed the PSC to prohibit Con Edison of New York from recovering Indian Point 2 replacement power
costs from customers. In October 2000, United States District Court for the Northern District of New York, in an action entitledConsolidated Edison Company of New
York, Inc. v. Pataki, et al., determined that the Indian Point 2 Law was unconstitutional and granted the company's motion for a permanent injunction to prevent its
implementation. Appeals of the court's decision have been filed in the United States Court of Appeals for the Second Circuit.

10

---

Con Edison of New York has billed to customers the Indian Point 2 replacement power costs incurred prior to August 2000, but not the replacement power costs it has incurred since then (which amounted
to approximately $32 million in August 2000, $26 million in September 2000 and $31.5 million in October 2000).

Westchester
County, New York is suing the PSC and Con Edison of New York seeking to prevent the company from recovering costs relating to the ongoing outage. The suit, which is entitled The County of Westchester et al., v. Maureen O.
Helmer, et al., was brought in May 2000 in the Supreme Court of the State of New York, County of Albany.

In
November 2000, Con Edison of New York entered into an agreement with Entergy Corporation for the sale of Indian Point 2, the retired Indian Point 1 and certain related assets for
$602 million. The sale is subject to NRC, PSC and Federal Energy Regulatory Commission approvals and other conditions.

Con
Edison believes that the operation, maintenance and inspection practices related to Indian Point 2 have been prudent. However, the company is unable to predict whether or not any Indian Point
2-related proceedings, lawsuits, legislation or other actions, will have a material adverse effect on its financial position, results of operations or liquidity.

Note D - O&R

In July 1999, Con Edison completed its acquisition of O&R for $791.5 million in cash. See Note K to the Con Edison financial statements included
in the Form 10-K. The unaudited pro forma consolidated Con Edison financial information shown below has been prepared based upon the historical consolidated income statements of Con
Edison and O&R for the nine-month period
ended September 30,1999, giving effect to the acquisition as if it had occurred at January 1, 1999. The historical information has been adjusted to reflect amortization for the
nine-month period of the goodwill recorded by Con Edison in connection the acquisition and the after-tax cost Con Edison would have incurred during the period for financing the
acquisition by issuing debt on January 1, 1999 at an assumed 8 percent per annum interest rate. The proforma information is not necessarily indicative of the results that Con Edison
would have had if the acquisition had been completed prior to July 1999, or the results that Con Edison will have in the future.

|(Dollars in Thousands, except per share amounts) |                                  | Nine Months
Ended
September 30, 1999
|------------------------------------------------ | -------------------------------- | ------------------------------------
|                                                 | Revenues                         |                                     
|                                                 | Operating income                 |                                     
|                                                 | Net income                       |                                     
|                                                 | Non-recurring charges            |                                     
|                                                 | Adjusted net income              |                                     
|                                                 | Earnings per share               |                                     
|                                                 | Average shares outstanding (000) |                                     

11

---

Note E - Financial Information by Business Segment (Thousands of Dollars)

For the three months ended September 30, 2000 and 1999
(Unaudited)

Electric

Gas2000

1999

2000

1999Operating revenues

$
2,328,220

$
2,005,523

$
177,891

$
154,548Intersegment revenues


4,623


56,607


719


878Depreciation and amortization


119,943


108,361


17,482


17,826Operating income


390,411


433,987


525


(1,963
)Steam

Other2000

1999

2000

1999Operating revenues

$
82,837

$
66,808

$
231,831

$
119,362Intersegment revenues


467


423


157


Depreciation and amortization


4,631


4,513


8,730


3,770Operating income


(11,468
)

(7,539
)

5,405


(1,201
)Total2000

1999Operating revenues

$
2,820,779

$
2,346,241Intersegment revenues


5,966


57,908Depreciation and amortization


150,786


134,470Operating income


384,873


423,284


For the nine months ended September 30, 2000 and 1999
(Unaudited)

Electric

Gas2000

1999

2000

1999Operating revenues

$
5,371,732

$
4,361,566

$
894,380

$
725,590Intersegment revenues


36,359


116,233


5,155


1,988Depreciation and amortization


355,664


333,046


51,624


49,528Operating income


695,039


711,343


130,209


111,104Steam

Other2000

1999

2000

1999Operating revenues

$
327,695

$
260,419

$
587,458

$
254,332Intersegment revenues


1,401


1,250


848


309Depreciation and amortization


13,841


13,438


17,996


4,781Operating income


14,906


19,777


(1,243
)

(10,788
)Total2000

1999Operating revenues

$
7,181,265

$
5,601,907Intersegment revenues


43,763


119,780Depreciation and amortization


439,125


400,793Operating income


838,911


831,436


12

---

Note F - New Financial Accounting Standard

In June 2000, Statement of Financial Accounting Standards (SFAS) No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities - an amendment of FASB Statement
No. 133," was issued. SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," is effective for fiscal years beginning after June 15, 2000. The company will
adopt SFAS No. 133, as amended by SFAS No. 138, on January 1, 2001. The application of SFAS No. 133, as amended by SFAS No. 138, is not expected to have a material
effect on the financial position or results of operations of the company or materially change its current disclosure practices.

13

---

Consolidated Edison Company of New York, Inc.

CONSOLIDATED BALANCE SHEET

|                                             |                                                                                                  | As at
|-------------------------------------------- | ------------------------------------------------------------------------------------------------ | -----
|
|
|
|ASSETS                                       |                                                                                                  |      
|UTILITY PLANT, AT ORIGINAL COST              |                                                                                                  |      
|                                             | Electric                                                                                         |      
|                                             | Gas                                                                                              |      
|                                             | Steam                                                                                            |      
|                                             | General                                                                                          |      
|                                            
|                                             | TOTAL                                                                                            |      
|                                             | Less: Accumulated depreciation                                                                   |      
|                                            
|                                             | NET                                                                                              |      
|                                             | Construction work in progress                                                                    |      
|                                             | Nuclear fuel assemblies and components, less accumulated amortization                            |      
|                                            
|NET UTILITY PLANT                            |                                                                                                  |      
|                                            
|CURRENT ASSETS                               |                                                                                                  |      
|                                             | Cash and temporary cash investments                                                              |      
|                                             | Accounts receivable - customer, less allowance for uncollectible accounts of $21,883 and $22,600 |      
|                                             | Other receivables                                                                                |      
|                                             | Fuel, at average cost                                                                            |      
|                                             | Gas in storage, at average cost                                                                  |      
|                                             | Materials and supplies, at average cost                                                          |      
|                                             | Prepayments                                                                                      |      
|                                             | Other current assets                                                                             |      
|                                            
|TOTAL CURRENT ASSETS                         |                                                                                                  |      
|                                            
|INVESTMENTS                                  |                                                                                                  |      
|                                             | Nuclear decommissioning trust funds                                                              |      
|                                             | Other                                                                                            |      
|                                            
|TOTAL INVESTMENTS                            |                                                                                                  |      
|                                            
|DEFERRED CHARGES AND REGULATORY ASSETS       |                                                                                                  |      
|                                            
|                                             | Regulatory assets                                                                                |      
|                                             |                                                                                                  |      
|                                             |                                                                                                  |      
|                                             |                                                                                                  |      
|                                             |                                                                                                  |      
|                                             |                                                                                                  |      
|                                             |                                                                                                  |      
|                                             |                                                                                                  |      
|                                             |                                                                                                  |      
|                                             |                                                                                                  |      
|                                            
|                                             | TOTAL REGULATORY ASSETS                                                                          |      
|                                             | Other deferred charges                                                                           |      
|                                            
|TOTAL DEFERRED CHARGES AND REGULATORY ASSETS |                                                                                                  |      
|                                            
|TOTAL                                        |                                                                                                  | $    
|                                            

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

14

---

Consolidated Edison Company of New York, Inc.

CONSOLIDATED BALANCE SHEET

|                                                  |                                                    | As at |                                               
|------------------------------------------------- | -------------------------------------------------- | ----- | ----------------------------------------------
|
|
|
|CAPITALIZATION AND LIABILITIES                    |                                                    |       |                                               
|CAPITALIZATION                                    |                                                    |       |                                               
|                                                  | Common stock                                       |       | $                                             
|                                                  | Repurchased Concolidated Edison, Inc. common stock |       |                                               
|                                                  | Retained earnings                                  |       |                                               
|                                                  | Capital stock expense                              |       |                                               
|                                                  |                                                   
|                                                  | TOTAL COMMON SHAREHOLDER'S EQUITY                  |       |                                               
|                                                  |                                                   
|                                                  | Preferred stock                                    |       |                                               
|                                                  |                                                    |       | Subject to mandatory redemption 61/8% Series J
|                                                  |                                                   
|                                                  | TOTAL SUBJECT TO MANDATORY REDEMPTION              |       |                                               
|                                                  |                                                   
|                                                  |                                                    |       | Other preferred stock                         
|                                                  |                                                    |       |                                               
|                                                  |                                                    |       |                                               
|                                                  |                                                    |       |                                               
|                                                  |                                                   
|                                                  | TOTAL OTHER PREFERRED STOCK                        |       |                                               
|                                                  |                                                   
|                                                  | TOTAL PREFERRED STOCK                              |       |                                               
|                                                  |                                                   
|                                                  | Long-term debt                                     |       |                                               
|                                                  |                                                   
|TOTAL CAPITALIZATION                              |                                                    |       | 9,507,857                                     
|                                                  |                                                   
|NONCURRENT LIABILITIES                            |                                                    |       |                                               
|                                                  | Obligations under capital leases                   |       |                                               
|                                                  | Accumulated provision for injuries and damages     |       |                                               
|                                                  | Pension and benefits reserve                       |       |                                               
|                                                  | Other noncurrent liabilities                       |       |                                               
|                                                  |                                                   
|TOTAL NONCURRENT LIABILITIES                      |                                                    |       | 287,396                                       
|                                                  |                                                   
|CURRENT LIABILITIES                               |                                                    |       |                                               
|                                                  | Long-term debt due within one year                 |       |                                               
|                                                  | Accounts payable                                   |       |                                               
|                                                  | Notes payable                                      |       |                                               
|                                                  | Customer deposits                                  |       |                                               
|                                                  | Accrued taxes                                      |       |                                               
|                                                  | Accrued interest                                   |       |                                               
|                                                  | Accrued wages                                      |       |                                               
|                                                  | Other current liabilities                          |       |                                               
|                                                  |                                                   
|TOTAL CURRENT LIABILITIES                         |                                                    |       | 1,695,224                                     
|                                                  |                                                   
|DEFERRED CREDITS AND REGULATORY LIABILITIES       |                                                    |       |                                               
|                                                  | Accumulated deferred federal income tax            |       |                                               
|                                                  | Regulatory liabilities                             |       |                                               
|                                                  |                                                    |       | Gain on divestiture                           
|                                                  |                                                    |       | Accumulated deferred investment tax credits   
|                                                  |                                                    |       | NYPA rate increase                            
|                                                  |                                                    |       | Interruptible sales credit                    
|                                                  |                                                    |       | Other                                         
|                                                  |                                                   
|                                                  | Total regulatory liabilities                       |       |                                               
|TOTAL DEFERRED CREDITS AND REGULATORY LIABILITIES |                                                    |       | 2,869,586                                     
|                                                  |                                                   
|TOTAL                                             |                                                    | $     | 14,360,063                                    
|                                                  |                                                   

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

15

---

Consolidated Edison Company of New York, Inc.

CONSOLIDATED INCOME STATEMENT

|For The Three Months Ended September 30, 2000 and 1999
(Unaudited) |                                                       | 2000 |                                      | 1999      |                                                
|------------------------------------------------------------------ | ----------------------------------------------------- | ---- | ------------------------------------ | --------- | -----------------------------------------------
|
|
|OPERATING REVENUES                                                 |                                                       |      |                                      |           |                                                
|                                                                   | Electric                                              |      | $                                    | 2,156,383 |                                                
|                                                                   | Gas                                                   |      |                                      | 159,439   |                                                
|                                                                   | Steam                                                 |      |                                      | 82,837    |                                                
|                                                                   |                                                      
|                                                                   | TOTAL OPERATING REVENUES                              |      |                                      | 2,398,659 |                                                
|                                                                   |                                                      
|OPERATING EXPENSES                                                 |                                                       |      |                                      |           |                                                
|                                                                   | Purchased power                                       |      |                                      | 984,022   |                                                
|                                                                   | Fuel                                                  |      |                                      | 95,977    |                                                
|                                                                   | Gas purchased for resale                              |      |                                      | 72,866    |                                                
|                                                                   | Other operations                                      |      |                                      | 212,756   |                                                
|                                                                   | Maintenance                                           |      |                                      | 107,544   |                                                
|                                                                   | Depreciation and amortization                         |      |                                      | 134,651   |                                                
|                                                                   | Taxes, other than federal income tax                  |      |                                      | 307,983   |                                                
|                                                                   | Federal income tax                                    |      |                                      | 123,067   |                                                
|                                                                   |                                                      
|                                                                   | TOTAL OPERATING EXPENSES                              |      |                                      | 2,038,866 |                                                
|                                                                   |                                                      
|OPERATING INCOME                                                   |                                                       |      | 359,793                              |           |                                                
|Other income (deductions)                                          |                                                       |      |                                      |           |                                                
|                                                                   | Investment income                                     |      |                                      | 547       |                                                
|                                                                   | Allowance for equity funds used during construction   |      |                                      | 439       |                                                
|                                                                   | Other income less miscellaneous deductions            |      |                                      | 7,627     |                                                
|                                                                   | Federal income tax                                    |      |                                      | (2,501    | )                                              
|                                                                   |                                                      
|                                                                   | TOTAL OTHER INCOME (DEDUCTIONS)                       |      |                                      | 6,112     |                                                
|                                                                   |                                                      
|INCOME BEFORE INTEREST CHARGES                                     |                                                       |      | 365,905                              |           |                                                
|                                                                   | Interest on long-term debt                            |      |                                      | 85,633    |                                                
|                                                                   | Other interest                                        |      |                                      | 11,540    |                                                
|                                                                   | Allowance for borrowed funds used during construction |      |                                      | (994      | )                                              
|                                                                   |                                                      
|                                                                   | NET INTEREST CHARGES                                  |      |                                      | 96,179    |                                                
|                                                                   |                                                      
|NET INCOME                                                         |                                                       |      | 269,726                              |           |                                                
|PREFERRED STOCK DIVIDEND REQUIREMENTS                              |                                                       |      | 3,399                                |           |                                                
|NET INCOME FOR COMMON STOCK                                        |                                                       | $    | 266,327                              |           | $                                              
|                                                                   |                                                      
|CON EDISON OF NEW YORK SALES                                       |                                                       |      |                                      |           |                                                
|                                                                   | Electric (thousands of kilowatthours)                 |      |                                      |           |                                                
|                                                                   |                                                       |      | Con Edison of New York customers     |           |                                                
|                                                                   |                                                       |      | Delivery service for Retail Choice   |           |                                                
|                                                                   |                                                       |      | Delivery service to NYPA and others  |           |                                                
|                                                                   |                                                      
|                                                                   |                                                       |      | Total sales in service territory     |           |                                                
|                                                                   |                                                       |      | Off-system and ESCO sales            |           |                                                
|                                                                   | Gas (dekatherms)                                      |      |                                      |           |                                                
|                                                                   |                                                       |      | Firm sales and transportation        |           |                                                
|                                                                   |                                                       |      | Off-peak firm/interruptible          |           |                                                
|                                                                   |                                                      
|                                                                   |                                                       |      |                                      |           | Total sales to Con Edison of New York customers
|                                                                   |                                                       |      | Transportation of customer-owned gas |           |                                                
|                                                                   |                                                       |      |                                      |           | NYPA                                           
|                                                                   |                                                       |      |                                      |           | Other                                          
|                                                                   |                                                       |      | Off-system sales                     |           |                                                
|                                                                   |                                                       |      |                                      |           |                                                
|                                                                   |                                                       |      |                                      |           | Total sales and transportation                 
|                                                                   | Steam (thousands of pounds)                           |      |                                      | 5,500,759 |                                                

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

16

---

Consolidated Edison Company of New York, Inc.

CONSOLIDATED INCOME STATEMENT

|For the Nine Months Ended September 30, 2000 and 1999
(Unaudited) |                                                       | 2000 |                                      | 1999       |                                                
|----------------------------------------------------------------- | ----------------------------------------------------- | ---- | ------------------------------------ | ---------- | -----------------------------------------------
|
|
|OPERATING REVENUES                                                |                                                       |      |                                      |            |                                                
|                                                                  | Electric                                              |      | $                                    | 5,009,046  |                                                
|                                                                  | Gas                                                   |      |                                      | 770,461    |                                                
|                                                                  | Steam                                                 |      |                                      | 327,695    |                                                
|                                                                  |                                                      
|TOTAL OPERATING REVENUES                                          |                                                       |      | 6,107,202                            |            |                                                
|                                                                  |                                                      
|OPERATING EXPENSES                                                |                                                       |      |                                      |            |                                                
|                                                                  | Purchased power                                       |      |                                      | 2,241,446  |                                                
|                                                                  | Fuel                                                  |      |                                      | 223,906    |                                                
|                                                                  | Gas purchased for resale                              |      |                                      | 323,046    |                                                
|                                                                  | Other operations                                      |      |                                      | 709,050    |                                                
|                                                                  | Maintenance                                           |      |                                      | 329,786    |                                                
|                                                                  | Depreciation and amortization                         |      |                                      | 399,149    |                                                
|                                                                  | Taxes, other than federal income tax                  |      |                                      | 835,402    |                                                
|                                                                  | Federal income tax                                    |      |                                      | 251,184    |                                                
|                                                                  |                                                      
|TOTAL OPERATING EXPENSES                                          |                                                       |      | 5,312,969                            |            |                                                
|                                                                  |                                                      
|OPERATING INCOME                                                  |                                                       |      | 794,233                              |            |                                                
|OTHER INCOME (DEDUCTIONS)                                         |                                                       |      |                                      |            |                                                
|                                                                  | Investment income                                     |      |                                      | 2,097      |                                                
|                                                                  | Allowance for equity funds used during construction   |      |                                      | 214        |                                                
|                                                                  | Other income less miscellaneous deductions            |      |                                      | 5,330      |                                                
|                                                                  | Federal income tax                                    |      |                                      | (1,685     | )                                              
|                                                                  |                                                      
|TOTAL OTHER INCOME (DEDUCTIONS)                                   |                                                       |      | 5,956                                |            |                                                
|                                                                  |                                                      
|INCOME BEFORE INTEREST CHARGES                                    |                                                       |      | 800,189                              |            |                                                
|                                                                  | Interest on long-term debt                            |      |                                      | 243,532    |                                                
|                                                                  | Other interest                                        |      |                                      | 34,303     |                                                
|                                                                  | Allowance for borrowed funds used during construction |      |                                      | (3,579     | )                                              
|                                                                  |                                                      
|NET INTEREST CHARGES                                              |                                                       |      | 274,256                              |            |                                                
|                                                                  |                                                      
|NET INCOME                                                        |                                                       |      | 525,933                              |            |                                                
|PREFERRED STOCK DIVIDEND REQUIREMENTS                             |                                                       |      | 10,194                               |            |                                                
|                                                                  |                                                      
|NET INCOME FOR COMMON STOCK                                       |                                                       | $    | 515,739                              |            | $                                              
|                                                                  |                                                      
|CON EDISON OF NEW YORK SALES                                      |                                                       |      |                                      |            |                                                
|                                                                  | Electric (thousands of kilowatthours)                 |      |                                      |            |                                                
|                                                                  |                                                       |      | Con Edison of New York customers     |            |                                                
|                                                                  |                                                       |      | Delivery service for Retail Choice   |            |                                                
|                                                                  |                                                       |      | Delivery service to NYPA and others  |            |                                                
|                                                                  |                                                      
|                                                                  |                                                       |      | Total sales in service territory     |            |                                                
|                                                                  |                                                       |      | Off-system and ESCO sales            |            |                                                
|                                                                  | Gas (dekatherms)                                      |      |                                      |            |                                                
|                                                                  |                                                       |      | Firm sales and transportation        |            |                                                
|                                                                  |                                                       |      | Off-peak firm/interruptible          |            |                                                
|                                                                  |                                                      
|                                                                  |                                                       |      |                                      |            | Total sales to Con Edison of New York customers
|                                                                  |                                                       |      | Transportation of customer-owned gas |            |                                                
|                                                                  |                                                       |      |                                      |            | NYPA                                           
|                                                                  |                                                       |      |                                      |            | Other                                          
|                                                                  |                                                       |      | Off-system sales                     |            |                                                
|                                                                  |                                                      
|                                                                  |                                                       |      |                                      |            | Total sales and transportation                 
|                                                                  | Steam (thousands of pounds)                           |      |                                      | 20,392,813 |                                                

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

17

---

Consolidated Edison Company of New York, Inc.

CONSOLIDATED STATEMENT OF CASH FLOWS

|For the Nine Months Ended September 30, 2000 and 1999
(Unaudited)         |                                                | 2000 |                                                                                   | 1999    |  
|------------------------------------------------------------------------- | ---------------------------------------------- | ---- | --------------------------------------------------------------------------------- | ------- | -
|
|
|OPERATING ACTIVITIES                                                      |                                                |      |                                                                                   |         |  
|                                                                          | Net income                                     |      | $                                                                                 | 525,933 |  
|                                                                          | PRINCIPAL NON-CASH CHARGES (CREDITS) TO INCOME |      |                                                                                   |         |  
|                                                                          |                                                |      | Depreciation and amortization                                                     |         |  
|                                                                          |                                                |      | Federal income tax deferred (excluding taxes resulting from divestiture of plant) |         |  
|                                                                          |                                                |      | Common equity component of allowance for funds used during construction           |         |  
|                                                                          |                                                |      | Other non-cash charges                                                            |         |  
|                                                                          | CHANGES IN ASSETS AND LIABILITIES              |      |                                                                                   |         |  
|                                                                          |                                                |      | Accounts receivable - customer, less allowance for uncollectibles                 |         |  
|                                                                          |                                                |      | Materials and supplies, including fuel and gas in storage                         |         |  
|                                                                          |                                                |      | Prepayments, other receivables and other current assets                           |         |  
|                                                                          |                                                |      | Enlightened Energy program costs                                                  |         |  
|                                                                          |                                                |      | Deferred recoverable energy costs                                                 |         |  
|                                                                          |                                                |      | Cost of removal less salvage                                                      |         |  
|                                                                          |                                                |      | Power contract termination costs                                                  |         |  
|                                                                          |                                                |      | Accounts payable                                                                  |         |  
|                                                                          |                                                |      | Accrued income taxes                                                              |         |  
|                                                                          |                                                |      | Other-net                                                                         |         |  
|                                                                          |                                               
|NET CASH FLOWS FROM OPERATING ACTIVITIES                                  |                                                |      | 713,288                                                                           |         |  
|                                                                          |                                               
|INVESTING ACTIVITIES INCLUDING CONSTRUCTION                               |                                                |      |                                                                                   |         |  
|                                                                          |                                                |      | Construction expenditures                                                         |         |  
|                                                                          |                                                |      | Nuclear fuel expenditures                                                         |         |  
|                                                                          |                                                |      | Contributions to nuclear decommissioning trust                                    |         |  
|                                                                          |                                                |      | Common equity component of allowance for funds used during construction           |         |  
|                                                                          |                                                |      | Divestiture of utility plant (net of federal income tax)                          |         |  
|                                                                          |                                               
|NET CASH FLOWS (USED IN) FROM INVESTING ACTIVITIES INCLUDING CONSTRUCTION |                                                |      | (644,314                                                                          | )       |  
|                                                                          |                                               
|FINANCING ACTIVITIES INCLUDING DIVIDENDS                                  |                                                |      |                                                                                   |         |  
|                                                                          |                                                |      | Repurchase of common stock                                                        |         |  
|                                                                          |                                                |      | Repayments of short-term debt                                                     |         |  
|                                                                          |                                                |      | Issuance of long-term debt                                                        |         |  
|                                                                          |                                                |      | Retirement of long-term debt                                                      |         |  
|                                                                          |                                                |      | Advance refunding of long-term debt                                               |         |  
|                                                                          |                                                |      | Issuance and refunding costs                                                      |         |  
|                                                                          |                                                |      | Common stock dividends                                                            |         |  
|                                                                          |                                                |      | Preferred stock dividends                                                         |         |  
|                                                                          |                                               
|NET CASH FLOWS USED IN FINANCING ACTIVITIES INCLUDING DIVIDENDS           |                                                |      | (371,698                                                                          | )       |  
|                                                                          |                                               
|NET INCREASE (DECREASE) IN CASH AND TEMPORARY CASH INVESTMENTS            |                                                |      | (302,724                                                                          | )       |  
|CASH AND TEMPORARY CASH INVESTMENTS AT JANUARY 1                          |                                                |      | 349,033                                                                           |         |  
|                                                                          |                                               
|CASH AND TEMPORARY CASH INVESTMENTS AT SEPTEMBER 30                       |                                                | $    | 46,309                                                                            |         | $
|                                                                          |                                               
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                          |                                                |      |                                                                                   |         |  
|                                                                          | Cash paid during the period for:               |      |                                                                                   |         |  
|                                                                          |                                                |      | Interest                                                                          |         | $
|                                                                          |                                                |      | Income taxes                                                                      |         |  

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

18

---

NOTES TO FINANCIAL STATEMENTS - CON EDISON OF NEW YORK

Note A - General

These footnotes accompany and form an integral part of the interim consolidated financial statements of Consolidated Edison Company of New York, Inc. (Con Edison of New
York) and its subsidiaries. Consolidated Edison, Inc. (Con Edison) owns all of the outstanding common stock of Con Edison of New York. These financial statements are unaudited but, in the
opinion of Con Edison of New York's management, reflect 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 Con Edison of New York financial statements (including the notes thereto) included in the combined Con Edison, Con Edison
of New York and Orange and Rockland Utilities, Inc. Annual Report on Form 10-K for the year ended December 31, 1999 (the"Form 10-K").

Note B - Environmental Matters

Hazardous substances, such as asbestos, polychlorinated biphenyls (PCBs) and coal tar, have been used or generated in the course of operations of Con Edison of
New York and may be present in its facilities and equipment.

The
Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (Superfund) and similar state statutes impose joint and several strict liability, regardless of fault, upon
generators of hazardous substances for resulting removal and remedial costs and environmental damages. Liabilities under these laws 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.

At
September 30, 2000, Con Edison of New York had accrued $87.4 million as its best estimate of its liability for sites as to which it has received process or notice alleging that
hazardous substances generated by the company (and, in most instances, other potentially responsible parties) were deposited. There will be additional liability at these sites and other sites, the
amount of which is not presently determinable but may be material to the company's financial position, results of operations or liquidity.

Under
Con Edison of New York's current electric, gas and steam rate agreements, site investigation and remediation costs in excess of $5 million annually incurred with respect to hazardous
waste for which it is responsible are to be deferred and subsequently reflected in rates. At September 30, 2000, $41.2 million of such costs had been deferred as a regulatory asset.

Suits
have been brought in New York State and federal courts against Con Edison of New York 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 the company. Many of these suits have been disposed of without any payment by Con Edison of

19

---

New York, 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 does not believe that these suits will have a material adverse effect on
its financial position, results of operations or liquidity.

Note C - Nuclear Generation

Con Edison of New York owns the Indian Point 2 nuclear generating unit, which has a capacity of approximately 1,000 MW, and the retired Indian Point 1 nuclear
generating unit. See Note G to the Con Edison of New York financial statements included in the Form 10-K.

On
February 15, 2000, Con Edison of New York shut down Indian Point 2 following a leak in one of its four steam generators. The company expects to complete replacement of the steam generators
by the end of 2000, and estimates that replacement will require capital expenditures of up to $150 million (exclusive of the costs of the replacement steam generators, which it has owned since
1988).

The
staff of the Nuclear Regulatory Commission (NRC) has advised the company that it will monitor Indian Point 2 with heightened oversight.

The
New York State Public Service Commission (PSC) is investigating the Indian Point 2 outage and its causes and the prudence of the company's actions regarding the operation and maintenance of Indian
Point 2. The PSC has indicated that the examination should include, among other things, Con Edison of New York's inspection practices, the circumstances surrounding Indian Point 2's October 1997 to
September 1998 outage, the basis for postponement of the steam generator replacement and whether, and to what extent, increased replacement power costs and repair and replacement costs should be borne
by Con Edison's shareholders. The company is in settlement discussions with the staff of the PSC and other interested parties with respect to this proceeding.

In
August 2000, following the passage of the Indian Point 2 Law (discussed below) and pursuant to a PSC order, the company revised its electric tariff to prevent prospective recovery of
Indian Point 2 replacement power costs.

The
"Indian Point 2 Law" was signed into law by New York Governor Pataki in August 2000. The law directed the PSC to prohibit Con Edison of New York from recovering Indian Point 2 replacement power
costs from customers. In October 2000, United States District Court for the Northern District of New York, in an action entitledConsolidated Edison Company of New
York, Inc. v. Pataki, et al., determined that the Indian Point 2 Law was unconstitutional and granted the company's motion for a permanent injunction to prevent its
implementation. Appeals of the court's decision have been filed in the United States Court of Appeals for the Second Circuit.

20

---

Con Edison of New York has billed to customers the Indian Point 2 replacement power costs incurred prior to August 2000, but not the replacement power costs it has incurred since then (which amounted
to approximately $32 million in August 2000, $26 million in September 2000 and $31.5 million in October 2000).

Westchester
County, New York is suing the PSC and Con Edison of New York seeking to prevent the company from recovering costs relating to the ongoing outage. The suit, which is entitled The County of Westchester et al., v. Maureen O.
Helmer, et al., was brought in May 2000 in the Supreme Court of the State of New York, County of Albany.

In
November 2000, Con Edison of New York entered into an agreement with Entergy Corporation for the sale of Indian Point 2, the retired Indian Point 1 and certain related assets for
$602 million. The sale is subject to NRC, PSC and Federal Energy Regulatory Commission approvals and other conditions.

Con
Edison of New York believes that the operation, maintenance and inspection practices related to Indian Point 2 have been prudent. However, the company is unable to predict whether or not any
Indian Point 2-related proceedings, lawsuits, legislation or other actions, will have a material adverse effect on its financial position, results of operations or liquidity.

Note D - Financial Information By Business Segment (Thousands of Dollars)

For the three months ended September 30, 2000 and 1999
(Unaudited)

Electric

Gas2000

1999

2000

1999Operating revenues

$
2,156,383

$
1,900,467

$
159,439

$
141,697Intersegment revenues


2,663


4,160


719


878Depreciation and amortization


114,835


103,379


15,185


16,070Operating income


368,097


403,102


3,164


3,919Steam

Total2000

1999

2000

1999Operating revenues

$
82,837

$
66,808

$
2,398,659

$
2,108,972Intersegment revenues


467


423


3,849


5,461Depreciation and amortization


4,631


4,513


134,651


123,962Operating income


(11,468
)

(7,539
)

359,793


399,482


21

---

For the nine months ended September 30, 2000 and 1999
(Unaudited)

Electric

Gas2000

1999

2000

1999Operating revenues

$
5,009,046

$
4,310,741

$
770,461

$
712,739Intersegment revenues


7,990


9,555


2,155


2,108Depreciation and amortization


340,448


328,064


44,860


47,772Operating income


654,857


680,458


124,470


116,986Steam

Total2000

1999

2000

1999Operating revenues

$
327,695

$
260,419

$
6,107,202

$
5,283,899Intersegment revenues


1,401


1,250


11,546


12,913Depreciation and amortization


13,841


13,438


399,149


389,274Operating income


14,906


19,777


794,233


817,221


Note E - New Financial Accounting Standard

In June 2000, Statement of Financial Accounting Standards (SFAS) No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging
Activities - an amendment of FASB Statement No. 133," was issued. SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," is effective for fiscal years
beginning after June 15, 2000. The company will adopt SFAS No. 133, as amended by SFAS No. 138, on January 1, 2001. The application of SFAS No. 133, as amended by
SFAS No. 138, is not expected to have a material effect on the financial position or results of operations of the company or materially change its current disclosure practices.

22

---

Orange and Rockland Utilities, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEET

|                                             |                                                                                              | As at
|-------------------------------------------- | -------------------------------------------------------------------------------------------- | -----
|
|
|
|ASSETS                                       |                                                                                              |      
|UTILITY PLANT, AT ORIGINAL COST              |                                                                                              |      
|                                             | Electric                                                                                     |      
|                                             | Gas                                                                                          |      
|                                             | General                                                                                      |      
|                                            
|                                             | TOTAL                                                                                        |      
|                                             | Less: Accumulated depreciation                                                               |      
|                                            
|                                             | NET                                                                                          |      
|                                             | Construction work in progress                                                                |      
|                                            
|NET UTILITY PLANT                            |                                                                                              |      
|                                            
|CURRENT ASSETS:                              |                                                                                              |      
|                                             | Cash and cash equivalents                                                                    |      
|                                             | Customer accounts receivable, less allowance for uncollectible accounts of $3,474 and $5,395 |      
|                                             | Other accounts receivable, less allowance for uncollectible accounts of $1,345 and $1,401    |      
|                                             | Account receivable from affiliated company                                                   |      
|                                             | Accrued utility revenue                                                                      |      
|                                             | Gas in storage, at average cost                                                              |      
|                                             | Materials and supplies, at average cost                                                      |      
|                                             | Prepayments                                                                                  |      
|                                             | Other current assets                                                                         |      
|                                            
|TOTAL CURRENT ASSETS                         |                                                                                              |      
|                                            
|INVESTMENTS                                  |                                                                                              |      
|                                             | Non-Utility Property-net of accumulated depreciation and amortization                        |      
|                                             | Other                                                                                        |      
|                                            
|TOTAL INVESTMENTS                            |                                                                                              |      
|                                            
|DEFERRED CHARGES AND REGULATORY ASSETS       |                                                                                              |      
|                                             | Regulatory Assets                                                                            |      
|                                             |                                                                                              |      
|                                             |                                                                                              |      
|                                             |                                                                                              |      
|                                             |                                                                                              |      
|                                             |                                                                                              |      
|                                             |                                                                                              |      
|                                            
|                                             | TOTAL REGULATORY ASSETS                                                                      |      
|                                             | Other deferred charges                                                                       |      
|                                            
|TOTAL DEFERRED CHARGES AND REGULATORY ASSETS |                                                                                              |      
|                                            
|TOTAL                                        |                                                                                              | $    
|                                            

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

23

---

Orange and Rockland Utilities, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEET

|                                                  |                                                   | As at |          
|------------------------------------------------- | ------------------------------------------------- | ----- | ---------
|
|
|
|CAPITALIZATION AND LIABILITIES                    |                                                   |       |          
|CAPITALIZATION:                                   |                                                   |       |          
|                                                  | Common stock                                      |       | $        
|                                                  | Additional paid in capital                        |       |          
|                                                  | Capital stock expense                             |       |          
|                                                  | Retained earnings                                 |       |          
|                                                  |                                                  
|                                                  | TOTAL COMMON SHAREHOLDER'S EQUITY                 |       |          
|                                                  | Long-term debt                                    |       |          
|                                                  |                                                  
|TOTAL CAPITALIZATION                              |                                                   |       | 672,288  
|                                                  |                                                  
|NON-CURRENT LIABILITIES:                          |                                                   |       |          
|                                                  | Pension and benefit reserve                       |       |          
|                                                  | Other noncurrent liabilities                      |       |          
|                                                  |                                                  
|TOTAL NON-CURRENT LIABILITIES                     |                                                   |       | 105,266  
|                                                  |                                                  
|CURRENT LIABILITIES:                              |                                                   |       |          
|                                                  | Long-term debt due within one year                |       |          
|                                                  | Notes payable                                     |       |          
|                                                  | Accounts payable                                  |       |          
|                                                  | Accounts payable to affiliated companies          |       |          
|                                                  | Accrued federal income and other taxes            |       |          
|                                                  | Customer deposits                                 |       |          
|                                                  | Accrued interest                                  |       |          
|                                                  | Dividend payable to parent                        |       |          
|                                                  | Accrued environmental costs                       |       |          
|                                                  | Other current liabilities                         |       |          
|                                                  |                                                  
|TOTAL CURRENT LIABILITIES                         |                                                   |       | 152,529  
|                                                  |                                                  
|DEFERRED CREDITS AND REGULATORY LIABILITIES       |                                                   |       |          
|                                                  | Deferred federal income taxes                     |       |          
|                                                  | Deferred investment tax credits                   |       |          
|                                                  | Regulatory liabilities and other deferred credits |       |          
|                                                  |                                                  
|TOTAL DEFERRED CREDITS AND REGULATORY LIABILITIES |                                                   |       | 157,601  
|                                                  |                                                  
|TOTAL                                             |                                                   | $     | 1,087,684
|                                                  |                                                  

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

24

---

Orange And Rockland Utilities, Inc.

CONSOLIDATED INCOME STATEMENT

|For the three months ended September 30, 2000 and 1999
(Unaudited) |                                                 | 2000                                                  |         | 1999      |          
|------------------------------------------------------------------ | ----------------------------------------------- | ----------------------------------------------------- | ------- | --------- | ---------
|
|
|OPERATING REVENUES                                                 |                                                 |                                                       |         |           |          
|                                                                   |                                                 | Electric                                              |         | $         | 173,794  
|                                                                   |                                                 | Gas                                                   |         |           | 18,452   
|                                                                   |                                                 | Non-utility                                           |         |           | 4,390    
|                                                                   |                                                
|TOTAL OPERATING REVENUES                                           |                                                 |                                                       | 196,636 |           |          
|                                                                   |                                                
|OPERATING EXPENSES                                                 |                                                 |                                                       |         |           |          
|                                                                   |                                                 | Purchased power                                       |         |           | 97,827   
|                                                                   |                                                 | Gas purchased for resale                              |         |           | 11,148   
|                                                                   |                                                 | Other operations                                      |         |           | 27,785   
|                                                                   |                                                 | Maintenance                                           |         |           | 7,426    
|                                                                   |                                                 | Depreciation and amortization                         |         |           | 7,406    
|                                                                   |                                                 | Taxes, other than federal income tax                  |         |           | 16,943   
|                                                                   |                                                 | Federal income tax                                    |         |           | 6,234    
|                                                                   |                                                
|TOTAL OPERATING EXPENSES                                           |                                                 |                                                       | 174,769 |           |          
|                                                                   |                                                
|OPERATING INCOME                                                   |                                                 |                                                       | 21,867  |           |          
|OTHER INCOME (DEDUCTIONS)                                          |                                                 |                                                       |         |           |          
|                                                                   |                                                 | Investment income                                     |         |           | 817      
|                                                                   |                                                 | Allowance for equity funds used during construction   |         |           | 102      
|                                                                   |                                                 | Other income and deductions                           |         |           | 326      
|                                                                   |                                                 | Federal income tax                                    |         |           | (442     
|                                                                   |                                                
|TOTAL OTHER INCOME (DEDUCTIONS)                                    |                                                 |                                                       | 803     |           |          
|                                                                   |                                                
|INCOME BEFORE INTEREST CHARGES                                     |                                                 |                                                       | 22,670  |           |          
|INTEREST CHARGES                                                   |                                                 |                                                       |         |           |          
|                                                                   |                                                 | Interest on long-term debt                            |         |           | 5,616    
|                                                                   |                                                 | Other interest                                        |         |           | 887      
|                                                                   |                                                 | Allowance for borrowed funds used during construction |         |           | (154     
|                                                                   |                                                
|TOTAL INTEREST CHARGES                                             |                                                 |                                                       | 6,349   |           |          
|                                                                   |                                                
|NET INCOME                                                         |                                                 | $                                                     | 16,321  |           | $        
|                                                                   |                                                
|ORANGE AND ROCKLAND SALES & DELIVERIES                             |                                                 |                                                       |         |           |          
|                                                                   | Electric - Thousands of killowatthours (Mwhr's) |                                                       |         |           |          
|                                                                   |                                                 | O&R Customers                                         |         |           | 1,442,651
|                                                                   |                                                 | Off-system sales                                      |         |           |         
|                                                                   |                                                
|                                                                   |                                                 | Total Electric Sales & Deliveries                     |         |           | 1,442,651
|                                                                   | Gas - Dekatherms (Dth)                          |                                                       |         | 3,517,813 |          

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

25

---

Orange and Rockland Utilities, Inc.

CONSOLIDATED INCOME STATEMENT

|For nine months ended September 30, 2000 and 1999
(Unaudited) |                                                 | 2000                                                  |         | 1999       |          
|------------------------------------------------------------- | ----------------------------------------------- | ----------------------------------------------------- | ------- | ---------- | ---------
|
|
|OPERATING REVENUES                                            |                                                 |                                                       |         |            |          
|                                                              |                                                 | Electric                                              |         | $          | 391,046  
|                                                              |                                                 | Gas                                                   |         |            | 126,919  
|                                                              |                                                 | Non-utility                                           |         |            | 4,506    
|                                                              |                                                
|TOTAL OPERATING REVENUES                                      |                                                 |                                                       | 522,471 |            |          
|                                                              |                                                
|OPERATING EXPENSES                                            |                                                 |                                                       |         |            |          
|                                                              |                                                 | Purchased power                                       |         |            | 206,998  
|                                                              |                                                 | Fuel                                                  |         |            | 39       
|                                                              |                                                 | Gas purchased for resale                              |         |            | 78,074   
|                                                              |                                                 | Other operations                                      |         |            | 85,524   
|                                                              |                                                 | Maintenance                                           |         |            | 20,158   
|                                                              |                                                 | Depreciation and amortization                         |         |            | 21,982   
|                                                              |                                                 | Taxes, other than federal income tax                  |         |            | 47,935   
|                                                              |                                                 | Federal income tax                                    |         |            | 14,035   
|                                                              |                                                
|TOTAL OPERATING EXPENSES                                      |                                                 |                                                       | 474,745 |            |          
|                                                              |                                                
|OPERATING INCOME                                              |                                                 |                                                       | 47,726  |            |          
|OTHER INCOME (DEDUCTIONS)                                     |                                                 |                                                       |         |            |          
|                                                              |                                                 | Investment income                                     |         |            | 5,202    
|                                                              |                                                 | Allowance for equity funds used during construction   |         |            | 237      
|                                                              |                                                 | Other income and deductions                           |         |            | 83       
|                                                              |                                                 | Federal income tax                                    |         |            | (1,813   
|                                                              |                                                
|TOTAL OTHER INCOME (DEDUCTIONS)                               |                                                 |                                                       | 3,709   |            |          
|                                                              |                                                
|INCOME BEFORE INTEREST CHARGES                                |                                                 |                                                       | 51,435  |            |          
|INTEREST CHARGES                                              |                                                 |                                                       |         |            |          
|                                                              |                                                 | Interest on long-term debt                            |         |            | 17,286   
|                                                              |                                                 | Other interest                                        |         |            | 2,140    
|                                                              |                                                 | Allowance for borrowed funds used during construction |         |            | (356     
|                                                              |                                                
|TOTAL INTEREST CHARGES                                        |                                                 |                                                       | 19,070  |            |          
|                                                              |                                                
|NET INCOME                                                    |                                                 |                                                       | 32,365  |            |          
|PREFERRED AND PREFERENCE STOCK REQUIREMENTS                   |                                                 |                                                       |        |            |          
|                                                              |                                                
|NET INCOME FOR COMMON STOCK                                   |                                                 | $                                                     | 32,365  |            | $        
|                                                              |                                                
|ORANGE AND ROCKLAND SALES & DELIVERIES                        |                                                 |                                                       |         |            |          
|                                                              | Electric - Thousands of killowatthours (Mwhr's) |                                                       |         |            |          
|                                                              |                                                 | O&R Customers                                         |         |            | 3,846,181
|                                                              |                                                 | Off-system sales                                      |         |            | 2,400    
|                                                              |                                                
|                                                              |                                                 | Total Electric Sales & Deliveries                     |         |            | 3,848,581
|                                                              | Gas - Dekatherms (Dth)                          |                                                       |         | 20,748,167 |          

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

26

---

Orange and Rockland Utilities, Inc.

CONSOLIDATED STATEMENT OF CASH FLOWS

|For the nine months ended September 30, 2000 and 1999
(Unaudited)         |                                                | 2000 |                                                                         | 1999   |  
|------------------------------------------------------------------------- | ---------------------------------------------- | ---- | ----------------------------------------------------------------------- | ------ | -
|
|
|OPERATING ACTIVITIES                                                      |                                                |      |                                                                         |        |  
|                                                                          | NET INCOME                                     |      | $                                                                       | 32,365 |  
|                                                                          | PRINCIPAL NON-CASH CHARGES (CREDITS) TO INCOME |      |                                                                         |        |  
|                                                                          |                                                |      | Depreciation and amortization                                           |        |  
|                                                                          |                                                |      | Amortization of investment tax credit                                   |        |  
|                                                                          |                                                |      | Federal income tax deferred                                             |        |  
|                                                                          |                                                |      | Common equity component of allowance for funds used during construction |        |  
|                                                                          |                                                |      | Other non-cash charges (debits)                                         |        |  
|                                                                          | CHANGES IN ASSETS AND LIABILITIES              |      |                                                                         |        |  
|                                                                          |                                                |      | Accounts receivable - net, and accrued utility revenue                  |        |  
|                                                                          |                                                |      | Materials and supplies, including fuel and gas in storage               |        |  
|                                                                          |                                                |      | Prepayments, other receivables and other current assets                 |        |  
|                                                                          |                                                |      | Deferred recoverable energy costs                                       |        |  
|                                                                          |                                                |      | Accounts payable                                                        |        |  
|                                                                          |                                                |      | Refunds to customers                                                    |        |  
|                                                                          |                                                |      | Deferred environmental remediation costs                                |        |  
|                                                                          |                                                |      | Accrued environmental costs                                             |        |  
|                                                                          |                                                |      | Other - net                                                             |        |  
|                                                                          |                                               
|NET CASH FLOWS FROM OPERATING ACTIVITIES                                  |                                                |      | 37,747                                                                  |        |  
|                                                                          |                                               
|INVESTING ACTIVITIES INCLUDING CONSTRUCTION                               |                                                |      |                                                                         |        |  
|                                                                          |                                                |      | Construction expenditures                                               |        |  
|                                                                          |                                                |      | Net proceeds from the sale of the electric generating assets            |        |  
|                                                                          |                                                |      | Common equity component of allowance for funds used during construction |        |  
|                                                                          |                                               
|NET CASH FLOWS (USED IN) FROM INVESTING ACTIVITIES INCLUDING CONSTRUCTION |                                                |      | (30,863                                                                 | )      |  
|                                                                          |                                               
|FINANCING ACTIVITIES                                                      |                                                |      |                                                                         |        |  
|                                                                          |                                                |      | Issuance of long-term debt                                              |        |  
|                                                                          |                                                |      | Retirement of long-term debt                                            |        |  
|                                                                          |                                                |      | Retirement of preference and preferred stock                            |        |  
|                                                                          |                                                |      | Short-term debt arrangements                                            |        |  
|                                                                          |                                                |      | Dividend to parent                                                      |        |  
|                                                                          |                                                |      | Common stock dividends                                                  |        |  
|                                                                          |                                                |      | Preferred stock dividends                                               |        |  
|                                                                          |                                               
|NET CASH FLOWS USED IN FINANCING ACTIVITIES INCLUDING DIVIDENDS           |                                                |      | (77,630                                                                 | )      |  
|                                                                          |                                               
|NET (DECREASE) INCREASE IN CASH AND TEMPORARY CASH INVESTMENTS            |                                                |      | (70,746                                                                 | )      |  
|CASH AND TEMPORARY CASH INVESTMENTS AT JANUARY 1                          |                                                |      | 78,927                                                                  |        |  
|                                                                          |                                               
|CASH AND TEMPORARY CASH INVESTMENTS AT SEPTEMBER 30                       |                                                | $    | 8,181                                                                   |        | $
|                                                                          |                                               
|                                                                          | Cash paid during the period for:               |      |                                                                         |        |  
|                                                                          |                                                |      | Interest                                                                |        | $
|                                                                          |                                                |      | Income Taxes                                                            |        |  

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

27

---

NOTES TO FINANCIAL STATEMENTS - O&R

Note A - General

These footnotes accompany and form an integral part of the interim consolidated financial statements of Orange and Rockland Utilities, Inc. (O&R), a
wholly-owned subsidiary of Cosolidated Edison, Inc. (Con Edison). These financial statements are unaudited but, in the opinion of O&R's management, reflect 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 O&R financial
statements (including the notes thereto) included in the combined Con Edison, Consolidated Edison Company of New York, Inc. and O&R Annual Report on Form 10-K for the year
ended December 31, 1999 (the Form 10-K).

Note B - Environmental And Other Litigation

Environmental Matters

Hazardous substances, such as asbestos, polychlorinated biphenyls (PCBs) and coal tar, have been used or generated in the course of operations of O&R and may be
present in its facilities and equipment.

The
Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (Superfund) and similar state statutes impose joint and several liability, regardless of fault, upon generators
of hazardous substances for resulting removal and remedial costs and environmental damages. Liabilities under these laws can be material and in some instances may be imposed without regard to fault,
or may imposed for past acts, even though such past acts may have been lawful at the time they occurred.

At
September 30, 2000, O&R had accrued $32.6 million as its best estimate of its liability for sites as to which it has received process or notice alleging that hazardous substances
generated by the company (and, in most instances, other potentially responsible parties) were deposited. There will be additional liability at these sites and other sites, including the costs of
investigating and remediating sites where the company or its predecessors manufactured gas. The total amount of liability is not presently determinable but may be material to the company's financial
position, results of operations or liquidity.

Under
O&R's current gas rate agreement, O&R may defer for subsequent recovery through rates the costs of investigating and remediating manufactured gas sites. At September 30, 2000,
$33.7 million of such costs had been deferred as a regulatory asset.

Suits
have been brought in New York State and federal courts against O&R 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 the company. Many of these suits have been disposed of without any payment by O&R, or for immaterial amounts. The

28

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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 does not believe that these suits will have a material adverse effect on its financial position, results of operations or
liquidity.

In
May 2000, the New York State Department of Environmental Conservation (DEC) issued notices of violation to O&R and four other companies that have operated coal-fired electric generating
facilities in New York State. The notices allege violations of the federal Clean Air Act and the New York State Environmental Conservation Law resulting from the alleged failure of the companies to
obtain DEC permits for physical modifications to their generating facilities and to install air pollution control equipment that would have reduced harmful emissions. The notice of violation received
by O&R relates to the Lovett Generating Station that it sold in June 1999. O&R is unable to predict whether or not the alleged violations will have a material adverse effect on its financial position,
results of operation or liquidity.

Other Litigation

In 1996, O&R was sued for its alleged breach of an agreement to purchase electric capacity and associated energy from a 4 MW cogeneration facility and for an
alleged breach of an implied covenant of good faith. In August 2000, the court denied the plaintiff's motion for summary judgment. O&R cannot predict the ultimate outcome of this proceeding.

29

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Note C - Financial Information By Business Segment (Thousands of Dollars)

For The Three Months Ended September 30, 2000 and 1999
(Unaudited)

Electric

Gas2000

1999

2000

1999Sales Revenues

173,794

157,503

18,452

12,731Intersegment Revenues

3





Depreciation and amortization

5,108

4,982

2,297

1,756Operating Income

22,314

30,885

(2,639
)
(5,882
)Other

Total2000

1999

2000

1999Sales Revenues

4,390

44

196,636

170,278Intersegment Revenues





3

0Depreciation and amortization

1

1

7,406

6,739Operating Income

2,192

76

21,867

25,079


For The Nine Months Ended September 30, 2000 and 1999
(Unaudited)

Electric

Gas2000

1999

2000

1999Sales Revenues

391,046

359,214

126,919

113,284Intersegment Revenues

9

7



37Depreciation and amortization

15,216

20,889

6,764

5,068Operating Income

40,182

19,733

5,739

3,676Other

Total2000

1999

2000

1999Sales Revenues

4,506

661

522,471

473,159Intersegment Revenues





9

44Depreciation and amortization

2

3

21,982

25,960Operating Income

1,805

(1,543
)
47,726

21,866


Note D - Related Party Transactions

Each month O&R is invoiced by Con Edison and its affiliates for the cost of any services rendered to O&R by Con Edison and its affiliates. These services,
provided primarily by Con Edison of New York, include substantially all administrative support operations such as corporate directorship and associated ministerial duties, accounting, treasury,
investor relations, information resources, legal, human resources, fuel supply and energy management services. The cost of these services totaled $8.0 million during the first nine months of
2000. In addition, O&R purchased $47.2 million of gas from Con Edison of New York during this period.

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O&R provides certain recurring services to Con Edison of New York on a monthly basis, including cash receipts processing, rubber goods testing, and certain administrative services. The cost of these
services totaled $5.9 million during the first nine months of 2000. In addition, O&R sold $4.9 million of gas to Con Edison of New York during this period.

Note E - Restatement Of Retained Earnings

In July 1999, O&R's retained earnings as of the effective date of its acquisition by Con Edison was reclassified to additional paid in capital. See "Acquisition
By Con Edison" immediately preceding Note A to the O&R financial statements included in the Form 10-K. O&R has reversed this reclassification. The amounts shown as additional
paid in capital and retained earnings on O&R's December 31, 1999 balance sheet have been changed to reflect this restatement. This restatement did not change the total common shareholder's
equity for any of the periods presented.

Note F - New Financial Accounting Standard

In June 2000, Statement of Financial Accounting Standards (SFAS) No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging
Activities - an amendment of FASB Statement No. 133," was issued. SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," is effective for fiscal years
beginning after June 15, 2000. The company will adopt SFAS
No. 133, as amended by SFAS No. 138, on January 1, 2001. The application of SFAS No. 133, as amended by SFAS No. 138, is not expected to have a material effect on
the financial position or results of operations of the company or materially change its current disclosure practices.

31

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Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

CON EDISON

Consolidated
Edison, Inc. (Con Edison) is a holding company which operates only through its subsidiaries and has no material assets other than the stock of its subsidiaries. Con Edison's principal
subsidiaries are regulated utilities: Consolidated Edison Company of New York, Inc. (Con Edison of New York) and Orange and Rockland Utilities, Inc. (O&R). Con Edison also has several unregulated
subsidiaries. In October 1999 Con Edison agreed to acquire Northeast Utilities.

The
following discussion and analysis, which relates to the interim consolidated financial statements of Con Edison and its subsidiaries (including Con Edison of New York and, from its date of
acquisition in July 1999, O&R) included in Part I, Item 1 of this report, should be read in conjunction with Con Edison's Management's Discussion and Analysis of Financial Condition and Results of
Operations (Con Edison's 10-K MD&A) in Item 7 of the combined Con Edison, Con Edison of New York and O&R Annual Report on Form 10-K for the year ended December 31, 1999 (File Nos. 1-14514, 1-1217 and
1-4315, the Form 10-K) and Con Edison's Management's Discussion and Analysis of Financial Condition and Results of Operations (Con Edison's earlier 2000 10-Q MD&As) in Part I, Item 2 of the combined
Con Edison, Con Edison of New York and O&R Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2000 and June 30, 2000 (the earlier 2000 Form 10-Qs). Reference is also made to the
notes to the Con Edison financial statements in Part I, Item 1 of this report, which notes are incorporated herein by reference.

Liquidity and Capital Resources

Cash and temporary cash investments and outstanding commercial paper (shown as notes payable on the balance sheet) at September 30, 2000 and December 31, 1999
were (amounts shown in millions):

| |                                     | September 30, 2000 |   | December 31, 1999
| | ----------------------------------- | ------------------ | - | -----------------
|
| | Cash and temporary cash investments |                    | $ | 72.8             
| | Commercial paper                    |                    | $ | 243.0            

Cash
and temporary cash investments, net of commercial paper, decreased at September 30, 2000, compared to December 31, 1999, reflecting reduced cash flows from operations, increased construction
expenditures by Con Edison of New York, investment in nonregulated electric generating facilities, repayments and issuances of long-term debt and repurchases of common stock.

Net
cash flows from operating activities during the first nine months of 2000 decreased $271.1 million, compared to the first nine months of 1999, reflecting principally lower net income, pension
credits (see discussion of prepayments, below) and increased purchased power costs (see discussion of accounts receivable and recoverable energy costs, below).

32

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Construction expenditures during the first nine months of 2000 increased $197.7 million compared to the first nine months of 1999, principally as a result of expenditures related to meeting load
growth on Con Edison of New York's electric distribution system and replacement of the steam generators at its Indian Point 2 nuclear generating unit. See "Nuclear Generation," below.

In
June 2000 an unregulated subsidiary of Con Edison purchased an 80 percent interest in a partnership that owns a 236-MW electric generating unit in Lakewood, New Jersey (the Lakewood Project) for
$96.3 million. The Lakewood Project had $178.7 million of long-term debt outstanding at September 30, 2000, which has been included in Con Edison's interim consolidated financial statements.

During
the first nine months of 2000, Con Edison of New York repaid at maturity $275 million of debentures, with a weighted average annual interest rate of approximately 7.48 percent, and issued $625
million of ten-year debentures, with a weighted average annual interest rate of approximately 7.83 percent. During this period O&R repaid at maturity $120 million of debentures, with a weighted
average annual interest rate of 8.27 percent, and issued $55 million of ten-year 7.5 percent debentures. See "Liquidity and Capital Resources - Capital Resources" in Con Edison's 10-K MD&A.

During
the first quarter of 2000, Con Edison purchased approximately 1.9 million shares of its common stock at an aggregate cost of $60.6 million. No shares were repurchased in the second or third
quarters of 2000. See "Liquidity and Capital Resources - Stock Repurchases" in Con Edison's 10-K MD&A.

Con
Edison's accounts receivable - customer, less allowance for uncollectible accounts increased $152.5 million at September 30, 2000, compared with year-end 1999, due primarily to increased customer
billings by Con Edison of New York and O&R, reflecting higher wholesale power costs. Con Edison of New York's equivalent number of days of revenue outstanding (ENDRO) of customer accounts receivable
was 26.4 days at September 30, 2000, compared with 28.8 days at December 31, 1999. For O&R, the ENDRO was 33.7 days at September 30, 2000 and 36.5 days at December 31, 1999.

Prepayments
at September 30, 2000 include cumulative credits to pension expense for Con Edison of New York of $293.0 million, compared with $116.0 million at December 31, 1999. See Note D to the Con
Edison financial statements included in Item 8 of the Form 10-K. Prepayments at
September 30, 2000 also include prepaid property tax for Con Edison of New York of $129.6 million, compared with $10.7 million at December 31, 1999. Property taxes are generally prepaid on January 1
and July 1 of each year.

Recoverable
energy costs increased $123.4 million at September 30, 2000, compared with year-end 1999, reflecting increased purchased power costs, discussed below in "Results of Operations," offset in
part by the ongoing recovery of previously deferred amounts. Purchased power costs of Con Edison of New York and O&R are recovered, on average, 40 days after such costs are incurred. See "Recoverable

33

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Fuel Costs" in Note A to the Con Edison financial statements included in Item 8 of the Form 10-K. Also see "Regulatory Matters - Electric," below, and Note C to the Con Edison financial statements
included in Part I, Item 1 of this report (which Note C is incorporated herein by reference).

Deferred
charges for divestiture - capacity replacement reconciliation increased $49.5 million at September 30, 2000, compared with year-end 1999, reflecting the deferral of incremental electric
capacity costs under contracts with the buyers of the generating assets sold by Con Edison of New York incurred prior to the initiation in May 2000 of a capacity market under the New York Independent
System Operator. See Note I to the Con Edison financial statements included in Item 8 of the Form 10-K and "Regulatory Matters - Electric," below.

Deferred
environmental remediation costs increased $61.7 million at September 30, 2000, compared with year-end 1999, reflecting site investigation and remediation costs of Con Edison's utility
subsidiaries deferred under current rate agreements. See Note B to the Con Edison financial statements included in Part I, Item 1 of this report (which Note B is incorporated herein by reference).

Other
regulatory assets increased $20.9 million at September 30, 2000, compared with year-end 1999, reflecting primarily the deferral of $14.4 million of Indian Point 2 refueling and maintenance
outage expenses discussed below in "Results of Operations."

Unfunded
other post-employment benefit (OPEB) obligations (shown as pension and benefit reserve on the balance sheet) were $187.1 million at September 30, 2000, compared to $143.8 million at
December 31, 1999. Con Edison of New York's policy is to fund its estimated OPEB costs to the extent deductible under current tax limitations. O&R's policy is to fund its obligations to the
extent of its cost recovery in rates. O&R's obligations also include a reserve for its supplemental executive retirement program. See Note E to the Con Edison financial statements included in Item 8
of the Form 10-K.

The
accumulated provision for injuries and damages was $131.5 million at September 30, 2000, compared to $119.0 million at December 31, 1999. The increase resulted primarily from increased workers'
compensation claims.

Accounts
payable increased $216.3 million compared with year-end 1999, due primarily to the higher costs of power purchases.

Accrued
taxes increased $103.6 million compared to year-end 1999, due principally to timing differences.

34

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Other
regulatory liabilities increased $23.7 million compared with year-end 1999, reflecting primarily the deferral under Con Edison of New York's current gas rate agreement of $14.5 million of
earnings above a 13 percent threshold that are to be shared with customers (see "Regulatory Matters - Gas" in Con Edison's 10-K MD&A) and $8.0 million of interest on the gain on divestiture (see
"Regulatory Matters - Electric," below), offset by the recognition of $22.3 million of previously deferred revenues relating to a scheduled Indian Point 2 refueling and maintenance outage.

Capital Resources

Con Edison's ratio of earnings to fixed charges (for the 12 months ended on the date indicated) and common equity ratio (as of the date indicated) were:

| |                                       | September 30, 2000 |      | December 31, 1999
| | ------------------------------------- | ------------------ | ---- | -----------------
|
| | Earnings to fixed charges (SEC basis) |                    | 3.35 |                  
| | Common equity ratio*                  |                    | 50.3 |                  

*
Common shareholders' equity as a percentage of total capitalization

Con
Edison's ratio of earnings to fixed charges decreased for the 12-month period ending September 30, 2000 compared to the 12-month period ending December 31, 1999 as a result of decreased net income
available for common stock before Federal income tax and increased interest expense.

Northeast Utilities

In October 1999 Con Edison agreed to acquire Northeast Utilities for an estimated aggregate purchase price of not more than $3.8 billion, payable 50 percent in
cash and 50 percent in common stock (subject to election and proration procedures). The merger is subject to certain conditions, including the approval of shareholders and federal and state regulatory
agencies.

In
April 2000 Con Edison and Northeast Utilities shareholders approved the merger.

In
June 2000 the Federal Energy Regulatory Commission approved the merger.

In
June 2000 Con Edison and Northeast Utilities entered into a settlement agreement with the staff of the New Hampshire Public Utilities Commission (NHPUC) under which the NHPUC is asked to approve
the merger, subject to the conditions set forth in the agreement.

In
October 2000 Con Edison, Con Edison of New York, O&R and Northeast Utilities entered into an agreement with the staff of the New York State Public Service Commission (PSC) and certain other
parties, which, among other things, provides for the PSC's approval of the merger. For additional information about the agreement, which is subject to PSC approval, see "Regulatory
MattersElectric," below.

In
October 2000 the Connecticut Department of Public Utility Control (DPUC) issued a decision conditionally approving the merger. In November 2000 Con Edison and Northeast Utilities petitioned

35

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the DPUC to reconsider its decision. The petition indicates that the companies accept many of the conditions set forth in the decision, but that "substantial uncertainty remains as to whether the
merger will proceed based on the conditions currently imposed by the Decision."

The
merger also requires approval by the Securities and Exchange Commission. In addition, applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act and the related rules and
regulations must be satisfied. Con Edison is in the process of responding to related requests for additional information from the Department of Justice.

In
September 2000 the required Connecticut regulatory recommendation with respect to the sale by subsidiaries of Northeast Utilities of interests in certain nuclear facilities was received and, as a
result, the consideration that Con Edison would be required to pay to shareholders of Northeast Utilities under the merger agreement was increased by $1.00 per share to $26.00 per share plus $.0034
per share for every day after August 5, 2000 through the day prior to the closing of the merger.

Con
Edison does not expect that the merger will be completed prior to the end of 2000.

For
additional information about the merger, see "Liquidity and Capital Resources - Northeast Utilities Merger" in Con Edison's 10-K MD&A. See also "Financial Market Risks," below.

Regulatory Matters

Electric

In October 2000 Con Edison, Con Edison of New York, O&R and Northeast Utilities entered into an agreement with the staff of the PSC and certain other parties
(the Agreement). The Agreement, which is subject to PSC approval, revises and extends the electric rate plan provisions of the 1997 restructuring agreement pursuant to which Con Edison of New York has
been implementing retail choice for all its electric customers and has divested most of its electric generating assets (the 1997 Restructuring Agreement) and addresses certain divestiture-related
issues. The Agreement also provides for the approval by the PSC of Con Edison's acquisition of Northeast Utilities. See "Northeast Utilities," above.

The
electric rate plan provisions of the Agreement, which cover the five-year period ending March 2005, revise and extend the rate plan provisions of the 1997 Restructuring Agreement. The Agreement
provides for Con Edison of New York to reduce the distribution component of its electric rates by $170 million on an annual basis, effective October 2000, and, in accordance with the 1997
Restructuring Agreement, to reduce the generation-related component of its electric rates by $208.7 million on an annual basis, effective April 2001. Following completion of Con Edison's acquisition
of Northeast Utilities, Con Edison of New York's electric rates would be further reduced by $18.5 million on an annual basis to reflect approximately half of the net synergy savings applicable to its
electric operations that are expected to result from the merger.

36

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In general, under the Agreement, Con Edison of New York's base electric transmission and distribution rates will not otherwise be changed during the five-year period ending March 2005 except (i) with
respect to certain changes in costs above anticipated annual levels resulting from legal or regulatory requirements, inflation in excess of a 4 percent annual rate, property tax changes and
environmental cost increases or (ii) if the PSC determines that circumstances have occurred that either threaten the company's economic viability or ability to provide, or render the company's rate of
return unreasonable for the provision of, safe and adequate service.

The
Agreement continues the rate provisions pursuant to which Con Edison of New York recovers purchased power and fuel costs from its customers. The Agreement does not address the New York State
Attorney General's petitions that are discussed below. The Agreement includes the recommendation that the PSC establish a proceeding to consider rate measures that reduce the volatility of fuel and
energy costs experienced during the months of peak usage, provided that such
measures may neither be materially inconsistent with the Agreement nor adversely impact Con Edison of New York's financial integrity. For information about recovery of replacement power and other
costs relating to Con Edison of New York's Indian Point 2 nuclear generating unit, see Note C to the Con Edison financial statements included in Part I, Item 1 of this report.

Under
the Agreement, 50 percent of any earnings in each of the rate years ending March 2002 through 2005 in excess of a specified rate of return on electric common equity (12.9 percent for the rate
year ending March 2002; 11.75 percent for the other rate years, the Earnings Sharing Level) will be retained for shareholders and 50 percent will be applied for customer benefit through rate
reductions or as otherwise determined by the PSC. The rate of return calculation will exclude certain items, including incentives and penalties discussed in the Agreement and the synergy savings from
Con Edison's acquisition of Northeast Utilities that have been allocated to the company's shareholders. For the rate year ending March 2004, the calculation will reflect the amount, if any, by which
the calculated rate of return fell below the Earnings Sharing Level for the rate year ending March 2003; for the rate year ending March 2005, the calculation will reflect any shortfall in the prior
two rate years. There is no sharing of earnings for the rate year ending March 2001.

Under
the Agreement's performance incentive mechanisms, the Earnings Sharing Level for the rate years ending March 2003 through 2005 may be increased to 12 percent if certain customer service and
reliability objectives are achieved. The Agreement includes other incentive mechanisms, pursuant to which Con Edison of New York could be required to pay up to $40 million annually in penalties if
certain threshold service and reliability objectives are not achieved.

37

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The Agreement continues the stranded cost recovery provisions of the 1997 Restructuring Agreement, stating that Con Edison of New York "will be given a reasonable opportunity to recover stranded and
strandable costs remaining at March 31, 2005, including a reasonable return on investments, under the parameters and during the time periods set forth therein."

The
Agreement provides for the following disposition of the approximately $303.9 million estimated net gain on the sale by Con Edison of New York of most of its electric generating assets: $192.3
million will be credited against electric distribution plant balances; $103.8 million may be retained by the company to offset a like amount of existing regulatory assets (including deferred power
contract termination costs, property tax increases and retail choice customer incentives), and the balance will be set aside as a partial funding source for low-income ratepayer programs.

The
Agreement also addresses Con Edison of New York's recovery of an approximately $74 million regulatory asset representing incremental electric capacity costs incurred prior to May 2000 to purchase
capacity from the buyers of the generating assets it sold. The Agreement provides for the company to recover these deferred costs from the shareholders' portion of any earnings above the Earnings
Sharing Levels and by March 2005 to charge to expense any remaining asset balance. For additional information about these incremental capacity costs, see "Regulatory Matters" in Con Edison's earlier
2000 10-Q MD&As and Note I to the Con Edison financial statements in Item 8 of the Form 10-K.

The
Agreement provides for the approval of Con Edison's acquisition of Northeast Utilities, indicates that the PSC should authorize the merger as being in the public interest and allocates to New York
customers approximately half of the net synergy savings applicable to New York utility operations that are expected to result from the merger over the ten-year period ending March 2011. To reflect
this allocation, following the completion of the merger, Con Edison of New York will reduce its electric rates by $18.5 million (discussed above) and annually accrue credits of about $3.4
million and $0.9 million, respectively, for its gas and steam customers, and O&R will annually accrue credits of about $1.15 million and $0.4 million, respectively, for its electric and gas customers.
The Agreement also amends the existing guidelines governing transactions among affiliates of Con Edison of New York to reflect, to the extent necessary, the requirements of the Public Utility Holding
Company Act that will apply following the merger.

For
additional information about the 1997 Restructuring Agreement, see "Regulatory Matters - Electric" in Con Edison's 10-K MD&A and "Regulatory Matters" in Con Edison's earlier 2000 10-Q MD&As.

In
August and September 2000, the New York State Attorney General (NYSAG) filed petitions with the PSC regarding the rate adjustment mechanisms that permit Con Edison of New York and O&R to recover
purchased power and other costs from their customers. The petitions seek the institution of a

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PSC inquiry into the cause of increases in electric bills, to make electric rates temporary until the conclusion of the PSC's inquiry, and to roll those rates back to levels such that customers would
pay no more for the same amount of electric service than they would have in 1999. In October 2000, AARP and the Public Utility Law Project of New York, Inc. filed a similar petition with the PSC. Con
Edison believes that these petitions are without merit, but is unable to predict whether or not any related proceedings or other actions will have a material adverse effect on its financial position,
results of operations or liquidity.

Gas

In November 2000 Con Edison of New York, the PSC staff and certain other parties agreed to revise and extend the 1996 gas rate settlement agreement through
September 2001. For information about the 1996 agreement, see "Regulatory Matters - Gas" in Con Edison's 10-K MD&A.

Under
the new agreement, which is subject to PSC approval, the level above which the company will share with customers 50 percent of earnings is increased from 13 percent to a 14 percent rate of
return on gas common equity. In addition, customer bills are to be reduced by $20 million during the January through March 2001 period; approximately $22.6 million that normally would be credited to
customers over various annual periods is to be credited during the four-month period ending March 2001; and $19 million of charges to customers resulting from the reconciliation of actual gas costs to
amounts included in rates which were scheduled to be billed to customers beginning January 2001 instead are to be billed to customers beginning April 2001. These provisions are intended to reduce gas
costs during the winter months.

Under
the new agreement, the company will also reduce firm transportation customer bills by a retail choice credit and will implement other programs designed to increase customer and marketer
participation in the company's gas Retail Choice program, the net costs of which are to be recovered by reducing credits otherwise due customers or deferred for future recovery from customers.

Steam

In November 2000 the PSC approved a settlement agreement between Con Edison of New York, the PSC staff and certain other parties with respect to the steam rate
plan filed by the company in November 1999.

The
settlement agreement provides for a $16.6 million steam rate increase to take effect October 2000 and, with limited exceptions, no further changes in steam rates prior to October 2004. The company
is required to share with customers 50 percent of any earnings for any rate year covered by the agreement in excess of a specified rate of return on steam common equity (11.0 percent for the first
rate year, the 12-month period ending September 2001; 10.5 percent thereafter if the repowering of the company's

39

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East River steam-electric generating plant is not completed). A rate moderation mechanism will permit the company to defer a portion of the revenues collected in the first two rate years attributable
to the rate increase and recognize such deferrals in income during the last two rate years.

Under
the agreement, upon completion of the East River repowering project, the net benefits of the project (including any net gain from the sale of certain mid-town Manhattan real estate) allocable to
steam operations will be used to offset any deficiency in the accumulated reserve for depreciation of steam plant or otherwise inure to the benefit of steam customers.

The
settlement agreement continues the rate provisions pursuant to which the company recovers from its customers purchased steam and fuel costs and requires the company to develop a strategy for
hedging price variations for a portion of the steam produced each year.

For
additional information, see "Regulatory Matters - Steam" in Con Edison's 10-K MD&A.

Nuclear Generation

Con Edison of New York's Indian Point 2 nuclear generating unit was shut down on February 15, 2000 following a leak in one of its four steam generators. See
"Nuclear Generation" in Con Edison's 10-K MD&A and Con Edison's earlier 2000 Form 10-Q MD&As, the combined Con Edison and Con Edison of New York Current Reports on Form 8-K, dated March 30, 2000 and
October 10, 2000 and Note C to the Con Edison financial statements included in Part I, Item 1 of this report (which Note C is incorporated herein by reference).

Financial Market Risks

Reference is made to "Financial Market Risks" in Con Edison's 10-K MD&A. At September 30, 2000 the cash-settled options expiring December 2000 that Con Edison
purchased for $8.9 million in June 2000 to hedge its interest rate risk with respect to $800 million of the cash portion of the Northeast Utilities merger consideration had a fair market value of
approximately $309,000. See "Northeast Utilities," above. At September 30, 2000 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 Matters

For information concerning potential liabilities of the company arising from laws and regulations protecting the environment, including the Federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (Superfund), see the notes to Con Edison's financial statements included in Part I, Item 1 of this report and also see Part
II, Item 3 of this report.

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Results of Operations

Third Quarter of 2000 Compared with Third Quarter of 1999

Con Edison's net income for common stock for the third quarter of 2000 was $279.9 million or $1.32 a share (based upon an average of 212.0 million common shares
outstanding), compared with $336.0 million or $1.50 a share (based upon an average of 220.3 million common shares outstanding) for the third quarter of 1999.

Earnings
for the quarters ended September 30, 2000 and 1999 were as follows:

(Millions of dollars)

2000

1999Con Edison of New York

$
266.3

$
319.5O&R


16.3


18.9Nonregulated subsidiaries


2.7


(1.1
)Other*


(5.4
)

(1.3
)Con Edison

$
279.9

$
336.0


* Includes holding company expenses (including amortization of $2.7 million and $1.3 million for 2000 and 1999, respectively, of goodwill from the acquisition of
O&R) and intercompany eliminations.

Con Edison's earnings for the third quarter of 2000, compared to the third quarter of 1999, decreased $56.1 million, reflecting $28 million of Indian Point 2
replacement power costs that have not been recovered by Con Edison of New York from its customers (see "Nuclear Generation," above), $31.1 million of electric rate reductions and the effects of cooler
than normal summer weather as compared to the warmer than normal weather experienced in the 1999 period, offset in part by $57.7 million of increased pension credits (see Note D to the Con Edison
financial statements included in Item 8 of the Form 10-K) and a $59.8 million reduction in Federal income taxes.

A
comparison of the results of operations of Con Edison for the third quarter of 2000 compared to the third quarter of 1999 follows.

41

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Three Months Ended Sept. 30, 2000 Compared With Three Months Ended Sept. 30, 1999

(Millions of dollars)

Increases
(Decreases)
Amount

Increases
(Decreases)
PercentOperating revenues

$
474.5

20.2Purchased power - electric and steam


561.1

86.7Fuel - electric and steam


(4.9
)
(4.4
)Gas purchased for resale


50.7

62.5Operating revenues less purchased power, fuel and gas purchased for resale (net revenues)


(132.4
)
(8.8
)Other operations and maintenance


(62.7
)
(14.2
)Depreciation and amortization


16.3

12.1Taxes, other than federal income tax


12.2

3.8Federal income tax


(59.8
)
(31.4
)Operating income


(38.4
)
(9.1
)Other income less deductions and related federal income tax


1.2

22.8Net interest charges


18.9

21.2Preferred stock dividend requirements




Net income for common stock

$
(56.1
)
(16.7
)%


A
discussion of Con Edison's operating revenues and operating income by business segment follows. Con Edison's principal business segments are its electric, gas and steam utility businesses. For
additional information about Con Edison's business segments, see the notes to the Con Edison financial statements included in Part I, Item 1 of this report.

Electric

Con Edison's electric operating revenues in the third quarter of 2000 increased $322.7 million, compared to the third quarter of 1999, reflecting Con Edison of
New York's and O&R's increased purchased power costs, offset by electric rate reductions of approximately $31.1 million and the effects of cooler than normal summer weather as compared to the warmer
than normal weather experienced in the 1999 period. Under PSC-approved rate provisions, Con Edison of New York and O&R recover their purchased power costs from customers. See, however, Note C to the
Con Edison financial statements included in Part I, Item 1 of this report (which Note C is incorporated herein by reference).

Electricity
sales volumes for Con Edison of New York and O&R for the three-month periods ended September 30, 2000 and 1999 are shown at the bottom of their consolidated income statements for those
periods included in Part I, Item 1 of this report. Electricity sales volume decreased 4.6 percent in the third quarter of 2000, compared to the third quarter of 1999. The
decrease in sales volume is attributable to the cooler than normal summer weather, offset in part by the continued strength of the economy in the New York City metropolitan area. After adjusting for
variations, principally weather and billing days, in

42

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each period, electricity sales volume increased 3.6 percent in the 2000 period. Weather-adjusted sales represent an estimate of the sales that would have been made if historical average weather
conditions had prevailed.

Purchased
power costs increased $557.9 million in the third quarter of 2000, compared to the third quarter of 1999, as a result of divestiture of electric generating capacity in 1999 (and the
resultant requirement to purchase capacity and energy to serve customers), replacement power costs for the Indian Point 2 nuclear generating station and increases in the price of purchased power. Fuel
costs decreased $21.9 million as a result of generation divestiture.

Con
Edison's electric operating income decreased $43.6 million in the third quarter of 2000, compared to the third quarter of 1999. The principal components of this variation were: a reduction in net
revenues (operating revenues less fuel and purchased power) of $138.3 million (reflecting the effects of the cooler than normal summer weather, $31.1 million of electric rate reductions and $28
million of Indian Point 2 replacement power costs that have not been recovered from customers), offset by decreases in other operations and maintenance expenses (discussed in the following paragraph)
and reduced Federal income tax ($51.4 million).

The
decrease in the 2000 period in other operations and maintenance expenses reflects certain expenses relating to Indian Point 2, increased pension credits ($45.8 million) and a $17.8 million
decrease in expenses relating to Con Edison of New York's other electric generating assets (most of which were sold in 1999). Indian Point 2 refueling and maintenance expenses of $10.5 million, offset
by $7.2 million of revenues, were recognized in income in the third quarter of 2000. Approximately $14.4 million of Indian Point 2 refueling and maintenance expenses have been deferred and will be
matched against revenues of an equal amount which will be realized during the remaining months of the rate year ending March 2001. See "Outage Accounting" in Note G to the Con Edison financial
statements included in the Form 10-K and Note C to the Con Edison financial statements included in Part I, Item 1 of this report (which Note C is incorporated herein by reference).

Gas

Gas sales volumes for Con Edison of New York and O&R for the three-month periods ended September 30, 2000 and 1999 are shown at the bottom of their
consolidated income statements for those periods included in Part I, Item 1 of this report. Con Edison's gas operating revenues and operating income increased $23.3 million and
$2.5 million, respectively, in the third quarter of 2000, compared to the third quarter of 1999, reflecting increased gas sales and transportation volumes.

Gas
sales and transportation volume for firm customers increased 10.0 percent in the third quarter of 2000, compared to the third quarter of 1999. Weather had a minimal impact on gas sales for this
period.

43

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Steam

Con Edison's steam operating revenues increased $16.0 million and operating income decreased $3.9 million in the third quarter of 2000, compared
to the third quarter of 1999. The higher revenues reflect Con Edison of New York's increased fuel and purchased power costs (which it bills to customers under PSC-approved rate provisions).

Steam
sales volume decreased 13.0 percent in the 2000 period. After adjusting for variations, principally weather and billing days, in each period, steam sales volume decreased 0.5 percent in the 2000
period.

Other Income

Investment income decreased $6.0 million in the 2000 period, compared to the 1999 period, because during a portion of the 1999 period net proceeds from
generation divestiture were invested in temporary cash investments.

Net Interest Charges

Net interest charges increased $18.9 million in the 2000 period, reflecting $10.9 million of increased interest on long-term borrowings,
$2.3 million of increased interest related to short-term borrowings and $4.0 million of interest accrued on the gain on generation divestiture that has been deferred for disposition by
the PSC. See "Regulatory Matters - Electric," above.

Nine Months Ended September 30, 2000 Compared with the Nine Months Ended September 30, 1999

Con Edison's net income for common stock for the nine months ended September 30, 2000 was $536.8 million or $2.53 a share (based upon an average
of 212.2 million common shares outstanding), compared with $579.1 million or $2.56 a share (based upon an average of 225.8 million common shares outstanding) for the nine months
ended September 30, 1999. O&R financial results are not included in earnings for periods prior to its July 1999 acquisition by Con Edison.

Earnings
for the nine months ended September 30, 2000 and 1999 were as follows:

|(Millions of dollars) |                           | 2000 |   | 1999  |  
|--------------------- | ------------------------- | ---- | - | ----- | -
|
|                      | Con Edison of New York    |      | $ | 515.7 |  
|                      | O&R                       |      |   | 32.4  |  
|                      | Nonregulated subsidiaries |      |   | 0.9   |  
|                      | Other*                    |      |   | (12.2 | )
|                      | Con Edison                |      | $ | 536.8 |  

* Includes holding company expenses (including amortization of $8.2 million and $1.3 million for 2000 and
1999, respectively, of goodwill from the acquisition of O&R) and intercompany eliminations.

44

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Con Edison's earnings for the first nine months of 2000, compared to the first nine months of 1999, decreased $42.3 million, reflecting the effects of
cooler than normal summer weather for the 2000 period as compared to the warmer than normal weather experienced in the 1999 period, electric rate reductions of $76.8 million, $58 million of
replacement power costs for Con Edison of New York's Indian Point 2 nuclear generating station that have not been recovered from customers,
$43.6 million of increased transmission and distribution expenses and $51.7 million of increased interest charges, offset by increased revenues resulting from the favorable economy,
$114.7 million of increased pension credits, reduced federal income tax expense of $75.4 million, and $13.5 million of O&R earnings.

Con
Edison estimates that the earnings per share impact in the 2000 period of the June and August 1999 divestiture of most of Con Edison of New York's electric generating capacity was substantially
offset by reductions in property taxes, depreciation and other operating and maintenance costs, its acquisition of O&R and the common stock repurchase program.

A
comparison of the results of operations of Con Edison for the nine months ended September 30, 2000 compared to the nine months ended September 30, 1999 follows.

Nine Months Ended Sept. 30, 2000 Compared With Nine Months Ended Sept. 30, 1999

| |                                                                                           | Increases
(Decreases) |   | Increases
(Decreases) |  
| | ----------------------------------------------------------------------------------------- | --------------------- | - | --------------------- | -
|
|
| | Operating revenues                                                                        |                       | $ | 1,579.3               |  
| | Purchased power - electric and steam                                                      |                       |   | 1,507.7               |  
| | Fuel - electric and steam                                                                 |                       |   | (110.2                | )
| | Gas purchased for resale                                                                  |                       |   | 223.0                 |  
| | Operating revenues less purchased power, fuel and gas purchased for resale (net revenues) |                       |   | (41.2                 | )
| | Other operations and maintenance                                                          |                       |   | (4.9                  | )
| | Depreciation and amortization                                                             |                       |   | 38.3                  |  
| | Taxes, other than federal income tax                                                      |                       |   | (6.7                  | )
| | Federal income tax                                                                        |                       |   | (75.4                 | )
| | Operating income                                                                          |                       |   | 7.5                   |  
| | Other income less deductions and related federal income tax                               |                       |   | 1.9                   |  
| | Net interest charges                                                                      |                       |   | 51.7                  |  
| | Preferred stock dividend requirements                                                     |                       |   |                      |  
| | Net income for common stock                                                               |                       | $ | (42.3                 | )

A discussion of Con Edison's operating revenues and operating income by business segment follows. Con Edison's principal business segments are its electric, gas
and steam utility businesses. For additional information about Con Edison's business segments, see the notes to the Con Edison financial statements included in Part I, Item 1 of this report.

45

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Electric

Con Edison's electric operating revenues for the nine months ended September 30, 2000 increased $1.0 billion compared to the comparable period of
1999, reflecting Con Edison of New York's increased sales volumes and increased purchased power costs (which it bills to customers under PSC-approved rate provisions), offset by electric rate
reductions of approximately $76.8 million. See Note C to the Con Edison financial statements included in Part I, Item 1 of this report (which Note C is incorporated herein by reference). The
increase also reflects $391.0 million of O&R
electric operating revenues for the nine months ended September 30, 2000, compared to $157.5 million of O&R electric operating revenues recognized in the 1999 period following Con
Edison's July 1999 acquisition of O&R.

Electricity
sales volumes for Con Edison of New York and O&R for the nine-month periods ended September 30, 2000 and 1999 are shown at the bottom of their consolidated income statements for
those periods included in Part I, Item 1 of this report. Electricity sales volume in Con Edison of New York's service territory increased 0.8 percent for the nine months ended September 30,
2000, compared to the nine months ended September 30, 1999. The increase in sales volume reflects the continued strength of the New York City economy, offset in part by the effects of the
cooler than normal summer weather. After adjusting for variations, principally weather and billing days, in each period, electricity sales volume in Con Edison of New York's service territory
increased 3.2 percent in the 2000 period. Weather-adjusted sales represent an estimate of the sales that would have been made if historical average weather conditions had prevailed.

Con
Edison's purchased power costs increased $1.5 billion in the nine months ended September 30, 2000, compared to the nine months ended September 30, 1999, reflecting a $1.1 billion
increase in Con Edison of New York's purchased power costs as a result of its divestiture of most of its generating capacity in 1999, the ongoing Indian Point 2 outage and increases in the price of
purchased power and a $254.6 million increase in Con Edison's unregulated subsidiaries' purchased power costs as a result of increased sales and trading volume and increases in the price of
purchased power. The increase also reflects $207.0 million of O&R purchased power costs for the nine months ended September 30, 2000, compared to $63.2 million of O&R purchased
power costs recognized in the 1999 period following Con Edison's July 1999 acquisition of O&R. Fuel costs decreased $177.1 million as a result of generation divestiture.

Con
Edison's electric operating income decreased $16.3 million for the nine months ended September 30, 2000 from the comparable 1999 period, reflecting a decrease in Con Edison of New
York's electric operating income of $25.6 million, comprised primarily of a reduction in net revenues (operating revenues less fuel and purchased power) of $225.5 million (reflecting the
effects of the cooler than normal summer weather, $76.8 million of electric rate reductions and $58 million of Indian Point 2 replacement power costs that have not been recovered from
customers) and $43.6 million of increased transmission

46

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and distribution expenses, offset by decreases in other operations and maintenance expenses (discussed in the following paragraph), property taxes ($33.6 million) and Federal income tax
($70.8 million) and the deferral of electric capacity costs ($49.5 million). The decrease also reflects $40.2 million of O&R electric operating income for the nine months ended
September 30, 2000, compared to $30.9 million of O&R electric operating income recognized in the 1999 period following Con Edison's July 1999 acquisition of O&R.

The
decrease in the 2000 period in other operations and maintenance expenses reflects certain expenses relating to Indian Point 2, increased pension credits ($91.3 million), and an
$89.2 million decrease in expenses relating to Con Edison of New York's other electric generating assets (most of which were sold in 1999). Indian Point 2 refueling and maintenance expenses of
$47.1 million, offset by $43.9 million of revenues, were recognized in income in the 2000 period. Approximately $14.4 million of Indian Point 2 refueling and maintenance expenses
have been deferred and will be matched against revenues of an equal amount which will be realized during the remaining months of the rate year ending March 2001. In addition, operation and maintenance
expenses in the 2000 period reflect $15.2 million of other expenses related to the ongoing Indian Point 2 outage. See "Outage Accounting" in Note G to the Con Edison financial statements
included in the Form 10-K and Note C to the Con Edison financial statements included in Part I, Item 1 of this report (which Note C is incorporated herein by reference). The decrease in the 2000
period also reflects
$105.7 million of O&R operations and maintenance expenses for the nine months ended September 30, 2000, compared to $42.8 million of O&R operations and maintenance expenses
recognized in the 1999 period following Con Edison's July 1999 acquisition of O&R.

Gas

Con Edison's gas operating revenues and operating income increased $168.8 million and $19.1 million, respectively, for the nine months ended September 30, 2000,
compared to the nine months ended September 30, 1999. These changes reflect increases in O&R's gas operating revenues of approximately $114.2 million and gas operating income of approximately $11.6
million (reflecting O&R's 1999 financial results only since its July 1999 acquisition by Con Edison), Con Edison of New York's increased gas sales and transportation volumes, and higher pension
credits.

Gas
sales volumes for Con Edison of New York and O&R for the nine-month periods ended September 30, 2000 and 1999 are shown at the bottom of their consolidated income statements for those
periods included in Part I, Item 1 of this report. Gas sales and transportation volume for Con Edison of New York's firm customers increased 4.9 percent in the nine months ended September 30, 2000,
compared to the nine months ended September 30, 1999. After adjusting for variations, principally weather and billing days, in each period, firm gas sales and transportation volume increased 2.3
percent in the 2000 period.

47

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A weather-normalization provision that applies to the gas businesses of Con Edison's utility subsidiaries operating in New York moderates, but does not eliminate, the effect of weather-related changes
on gas operating income.

Steam

Con Edison of New York's steam operating revenues increased $67.3 million and operating income decreased $4.9 million for the nine months ended September 30,
2000, compared to the nine months ended September 30, 1999. The higher revenues reflect increased fuel and purchased power costs (which it bills to customers under PSC-approved rate provisions).

Steam
sales volume decreased 3.3 percent in the 2000 period. After adjusting for variations, principally weather and billing days, in each period, steam sales volume decreased 0.6 percent in the 2000
period.

Net Interest Charges

Net interest charges increased $51.7 million in the 2000 period, reflecting $4.3 million of increased interest expense related to short-term borrowings of Con
Edison (the holding company) and increases in Con Edison of New York's interest expense of $14.4 million related to long-term borrowings and $10.5 million related to short-term borrowings, and $8.0
million of interest accrued on the gain on generation divestiture that has been deferred for disposition by the PSC. See "Regulatory Matters - Electric," above. The increase also reflects $19.1
million of O&R interest expense for the nine months ended September 30, 2000, compared to $7.3 million of O&R interest expense recognized in the 1999 period following Con Edison's July 1999
acquisition of O&R. In
addition $5.6 million of interest was incurred in the 2000 period on the long-term debt of the Lakewood Project (which Con Edison purchased on June 2000 - see "Liquidity and Capital Resources,"
above).

48

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Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

CON EDISON OF NEW YORK

Consolidated Edison Company of New York, Inc. (Con Edison of New York) is a regulated utility that provides electric service to over three million customers and gas service to over one million
customers in New York City and Westchester County. It also provides steam service in parts of Manhattan. All of the common stock of Con Edison of New York is owned by Consolidated Edison, Inc. (Con
Edison).

This
discussion and analysis should be read in conjunction with Con Edison of New York's Management's Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of the
combined Con Edison, Con Edison of New York and Orange and Rockland Utilities, Inc. (O&R) Annual Report on Form 10-K for the year ended December 31, 1999 (File
Nos. 1-14514, 1-1217 and 1-4315, the Form 10-K) and Con Edison of New York's Management's Discussion and Analysis of Financial Condition and Results of Operations (Con Edison of New
York's earlier 2000 10-Q MD&As) in Part I, Item 2 of the combined Con Edison, Con Edison of New York and O&R Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 2000 and June 30, 2000 (Con Edison of New York's earlier 2000 Form 10-Qs). 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.

Liquidity and Capital Resources

Cash and temporary cash investments and outstanding commercial paper (shown as notes payable on the balance sheet) at September 30, 2000 and
December 31, 1999 were (amounts shown in millions):

| |                                     | September 30, 2000 |   | December 31,1999
| | ----------------------------------- | ------------------ | - | ----------------
|
| | Cash and temporary cash investments |                    | $ | 46.3            
| | Commercial paper                    |                    | $ | 165.0           

Cash
and temporary cash investments, net of commercial paper, decreased at September 30, 2000, compared to December 31, 1999, reflecting reduced cash flows from operations, increased
construction expenditures and long-term debt repayments and issuances.

Net
cash flows from operating activities during the first nine months of 2000 decreased $478.1 million, compared to the first nine months of 1999, reflecting principally lower net income,
pension credits (see discussion of prepayments, below) and increased purchased power costs (see discussion of accounts receivable and recoverable energy costs, below).

Construction
expenditures during the first nine months of 2000 increased $166.6 million compared to the first nine months of 1999, principally as a result of expenditures related to meeting
load growth on the company's electric distribution system and replacement of the steam generators at its Indian Point 2 nuclear generating unit. See "Nuclear Generation," below.

49

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During the first nine months of 2000, Con Edison of New York repaid at maturity $275 million of debentures, with a weighted average annual interest rate of approximately 7.48 percent,
and issued $625 million of ten-year debentures, with a weighted average annual interest rate of approximately 7.83 percent. See "Liquidity and Capital Resources - Capital
Resources" in Con Edison of New York's 10-K MD&A.

Con
Edison of New York's accounts receivable - customer, less allowance for uncollectible accounts increased $107.7 million at September 30, 2000 compared with year-end 1999, due
primarily to increased customer billings, reflecting higher wholesale power costs. The company's equivalent number of days of revenue outstanding (ENDRO) of customer accounts receivable was
26.4 days at September 30, 2000, compared with 28.8 days at December 31, 1999.

Prepayments
at September 30, 2000 include cumulative credits to pension expense of $293.0 million, compared with $116.0 million at December 31, 1999. See Note D to the Con
Edison of New York
financial statements included in Item 8 of the Form 10-K. Prepayments at September 30, 2000 also include prepaid property tax of $129.6 million, compared with
$10.7 million at December 31, 1999. Property taxes are generally prepaid on January 1 and July 1 of each year.

Recoverable
energy costs increased $103.3 million at September 30, 2000 compared with year-end 1999, reflecting increased purchased power costs discussed below in "Results of
Operations," offset in part by the ongoing recovery of previously deferred amounts. Purchased power costs are recovered, on average, 40 days after such costs are incurred. See "Recoverable Fuel
Costs" in Note A to the Con Edison of New York financial statements included in Item 8 of the Form 10-K. Also see "Regulatory Matters - Electric," below, and Note C
to the Con Edison of New York financial statements included in Part I, Item 1 of this report (which Note C is incorporated herein by reference).

Deferred
charges for divestiture - capacity replacement reconciliation increased $49.5 million at September 30, 2000, compared with year-end 1999, reflecting the deferral of incremental
electric capacity costs under contracts with the buyers of the generating assets sold by Con Edison of New York incurred prior to the initiation in May 2000 of a capacity market under the New York
Independent System Operator. See Note G to the Con Edison of New York financial statements included in Item 8 of the Form 10-K and "Regulatory Matters - Electric," below.

Deferred
environmental remediation costs increased $31.2 million at September 30, 2000, compared with year-end 1999, reflecting site investigation and remediation costs deferred under
current rate agreements. See Note B to the Con Edison of New York financial statements included in Part I, Item 1 of this report (which Note B is incorporated herein by
reference).

50

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Other regulatory assets increased $22.7 million at September 30, 2000 compared with year-end 1999, reflecting the deferral of $14.4 million of Indian Point 2 refueling and
maintenance outage expenses discussed below in "Results of Operations."

Unfunded
other post-employment benefit (OPEB) obligations (shown as pension and benefit reserve on the balance sheet) were $115.9 million at September 30, 2000, compared to
$76.8 million at December 31, 1999. Con Edison of New York's policy is to fund its estimated OPEB costs to the extent deductible under current tax limitations. See Note E to the
Con Edison of New York financial statements included in Item 8 of the Form 10-K.

The
accumulated provision for injuries and damages was $122.1 million at September 30, 2000, compared to $110.1 million at December 31, 1999. The increase resulted
primarily from increased workers' compensation claims.

Accounts
payable increased $191.7 million compared with year-end 1999, due primarily to the higher costs of power purchases.

Accrued
taxes increased $81.4 million compared to year-end 1999, due principally to timing differences.

Other
regulatory liabilities increased $19.5 million compared with year-end 1999, reflecting primarily the deferral under the company's current gas rate agreement of $14.5 million of
earnings above a 13 percent threshold that are to be shared with customers (see "Regulatory Matters - Gas" in Con Edison of New York's 10-K MD&A) and $8.0 million of interest on
the gain on divestiture (see "Regulatory Matters - Electric," below), offset by the recognition of $22.3 million of previously deferred revenues relating to a scheduled Indian
Point 2 refueling and maintenance outage.

Capital Resources

Con Edison of New York's ratio of earnings to fixed charges (for the 12 months ended on the date indicated) and common equity ratio (as of the date indicated)
were:

| |                                       | September 30, 2000 |      | December 31, 1999
| | ------------------------------------- | ------------------ | ---- | -----------------
|
| | Earnings to fixed charges (SEC basis) |                    | 3.49 |                  
| | Common equity ratio*                  |                    | 47.8 |                  

* Common shareholder's equity as a percentage of total capitalization

51

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Con
Edison of New York's ratio of earnings to fixed charges decreased for the 12-month period ending September 30, 2000 compared to the 12-month period ending December 31, 1999 as a
result of decreased net income available for common stock before Federal income tax and increased interest expense.

Regulatory Matters

Electric

In October 2000 Con Edison, Con Edison of New York, O&R and Northeast Utilities entered into an agreement with the staff of the PSC and certain other parties
(the Agreement). The Agreement, which is subject to PSC approval, revises and extends the electric rate plan provisions of the 1997 restructuring agreement pursuant to which Con Edison of New York has
been implementing retail choice for all its electric customers and has divested most of its electric generating assets (the 1997 Restructuring Agreement) and addresses certain divestiture-related
issues. The Agreement also provides for the approval by the PSC of Con Edison's acquisition of Northeast Utilities.

The
electric rate plan provisions of the Agreement, which cover the five-year period ending March 2005, revise and extend the rate plan provisions of the 1997 Restructuring Agreement. The Agreement
provides for Con Edison of New York to reduce the distribution component of its
electric rates by $170 million on an annual basis, effective October 2000, and, in accordance with the 1997 Restructuring Agreement, to reduce the generation-related component of its electric rates by
$208.7 million on an annual basis, effective April 2001. Following completion of Con Edison's acquisition of Northeast Utilities, Con Edison of New York's electric rates would be further reduced by
$18.5 million on an annual basis to reflect approximately half of the net synergy savings applicable to its electric operations that are expected to result from the merger.

In
general, under the Agreement, Con Edison of New York's base electric transmission and distribution rates will not otherwise be changed during the five-year period ending March 2005 except (i) with
respect to certain changes in costs above anticipated annual levels resulting from legal or regulatory requirements, inflation in excess of a 4 percent annual rate, property tax changes and
environmental cost increases or (ii) if the PSC determines that circumstances have occurred that either threaten the company's economic viability or ability to provide, or render the company's rate of
return unreasonable for the provision of, safe and adequate service.

The
Agreement continues the rate provisions pursuant to which Con Edison of New York recovers from its customers purchased power and fuel costs. The Agreement does not address the New York State
Attorney General's petitions that are discussed below. The Agreement includes the recommendation that the PSC establish a proceeding to consider rate measures that reduce the volatility of fuel and
energy costs experienced during the months of peak usage, provided that such measures may neither be materially inconsistent with the Agreement nor adversely impact Con Edison of New York's financial

52

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integrity. For information about recovery of replacement power and other costs relating to Con Edison of New York's Indian Point 2 nuclear generating unit, see Note C to the Con Edison of New York
financial statements included in Part I, Item 1 of this report.

Under
the Agreement, 50 percent of any earnings in each of the rate years ending March 2002 through 2005 in excess of a specified rate of return on electric common equity (12.9 percent for the rate
year ending March 2002; 11.75 percent for the other rate years, the Earnings Sharing Level) will be retained for shareholders and 50 percent will be applied for customer benefit through rate
reductions or as otherwise determined by the PSC. The rate of return calculation will exclude certain items, including incentives and penalties discussed in the Agreement and the synergy savings from
Con Edison's acquisition of Northeast Utilities that have been allocated to the company's shareholders. For the rate year ending March 2004, the calculation will reflect the amount, if any, by which
the calculated rate of return fell below the Earnings Sharing Level for the rate year ending March 2003; for the rate year ending March 2005, the calculation will reflect any shortfall in the prior
two rate years. There is no sharing of earnings for the rate year ending March 2001.

Under
the Agreement's performance incentive mechanisms, the Earnings Sharing Level for the rate years ending March 2003 through 2005 may be increased to 12 percent if certain customer service and
reliability objectives are achieved. The Agreement includes other incentive mechanisms, pursuant to which Con Edison of New York could be required to pay up to $40 million annually in penalties if
certain threshold service and reliability objectives are not achieved.

The
Agreement continues the stranded cost recovery provisions of the 1997 Restructuring Agreement, stating that Con Edison of New York "will be given a reasonable opportunity to recover stranded and
strandable costs remaining at March 31, 2005, including a reasonable return on investments, under the parameters and during the time periods set forth therein."

The
Agreement provides for the following disposition of the approximately $303.9 million estimated net gain on the sale by Con Edison of New York of most of its electric generating assets: $192.3
million will be credited against electric distribution plant balances; $103.8 million may be retained by the company to offset a like amount of existing regulatory assets (including deferred power
contract termination costs, property tax increases and retail choice customer incentives), and the balance will be set aside as a partial funding source for low-income ratepayer programs.

The
Agreement also addresses Con Edison of New York's recovery of an approximately $74 million regulatory asset representing incremental electric capacity costs incurred prior to May 2000 to purchase
capacity from the buyers of the generating assets it sold. The Agreement provides for the company to recover these deferred costs from the shareholders' portion of any earnings above the Earnings
Sharing Levels and by March 2005 to charge to expense any remaining asset balance. For additional information

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about these incremental capacity costs, see "Regulatory Matters" in Con Edison of New York's earlier 2000 10-Q MD&As and Note I to the Con Edison of New York financial statements in Item 8 of the Form
10-K.

The
Agreement provides for the approval of Con Edison's acquisition of Northeast Utilities, indicates that the PSC should authorize the merger as being in the public interest and allocates to New York
customers approximately half of the net synergy savings applicable to New York utility operations that are expected to result from the merger over the ten-year period ending March 2011.
To reflect this allocation, following the completion of the merger, Con Edison of New York will reduce its electric rates by $18.5 million (discussed above) and annually accrue credits of about $3.4
million and $0.9 million, respectively, for its gas and steam customers. The Agreement also amends the existing guidelines governing transactions among affiliates of Con Edison of New York to reflect,
to the extent necessary, the requirements of the Public Utility Holding Company Act that will apply following the merger.

For
additional information about the 1997 Restructuring Agreement, see "Regulatory Matters - Electric" in Con Edison of New York's 10-K MD&A and "Regulatory Matters" in Con Edison of New York's
earlier 2000 10-Q MD&As.

In
August and September 2000, the New York State Attorney General (NYSAG) filed petitions with the PSC regarding the rate adjustment mechanisms that permit Con Edison of New York to recover purchased
power and other costs from its customers. The petitions seek the institution of a PSC inquiry into the cause of increases in electric bills, to make electric rates temporary until the conclusion of
the PSC's inquiry, and to roll those rates back to levels such that customers would pay no more for the same amount of electric service than they would have in 1999. In October 2000, AARP and
the Public Utility Law Project of New York, Inc. filed a similar petition with the PSC. Con Edison of New York believes that these petitions are without merit, but is unable to predict whether or not
any related proceedings or other actions will have a material adverse effect on its financial position, results of operations or liquidity.

Gas

In November 2000 Con Edison of New York, the PSC staff and certain other parties agreed to revise and extend the 1996 gas rate settlement agreement through
September 2001. For information about the 1996 agreement, see "Regulatory Matters - Gas" in Con Edison of New York's 10-K MD&A.

Under
the new agreement, which is subject to PSC approval, the level above which the company will share with customers 50 percent of earnings is increased from 13 percent to a 14 percent rate of
return on gas common equity. In addition, customer bills are to be reduced by $20 million during the January through March 2001 period; approximately $22.6 million that normally would be credited to
customers over various annual periods is to be credited during the four-month period ending March 2001; and $19 million of charges to customers resulting from the reconciliation of actual gas costs to
amounts included

54

---

in rates which was scheduled to be billed to customers beginning January 2001 instead are to be billed to customers beginning April 2001. These provisions are intended to reduce gas costs during the
winter months.

Under
the new agreement, the company will also reduce firm transportation customer bills by a retail choice credit and will implement other programs designed to increase customer and marketer
participation in the company's gas Retail Choice program, the net costs of which are to be recovered by reducing credits otherwise due customers or deferred for future recovery from customers.

Steam

In November 2000 the PSC approved a settlement agreement between Con Edison of New York, the PSC staff and certain other parties with respect to the steam rate
plan filed by the company in November 1999.

The
settlement agreement provides for a $16.6 million steam rate increase to take effect October 2000 and, with limited exceptions, no further changes in steam rates prior to October 2004. The company
is required to share with customers 50 percent of any earnings for any rate year covered by the agreement in excess of a specified rate of return on steam common equity (11.0 percent for the first
rate year, the 12-month period ending September 2001; 10.5 percent thereafter if the repowering of the company's East River steam-electric generating plant is not completed). A rate moderation
mechanism will permit the company to defer a portion of the revenues collected in the first two rate years attributable to the rate increase and recognize such deferrals in income during the last two
rate years.

Under
the agreement, upon completion of the East River repowering project, the net benefits of the project (including any net gain from the sale of certain mid-town Manhattan real estate) allocable to
steam operations will be used to offset any deficiency in the accumulated reserve for depreciation of steam plant or otherwise inure to the benefit of steam customers.

The
settlement agreement continues the rate provisions pursuant to which the company recovers from its customers purchased steam and fuel costs and requires the company to develop a strategy for
hedging price variations for a portion of the steam produced each year.

For
additional information, see "Regulatory Matters - Steam" in Con Edison of New York's 10-K MD&A.

Nuclear Generation

Con Edison of New York's Indian Point 2 nuclear generating unit was shut down on February 15, 2000 following a leak in one of its four steam generators. See
"Nuclear Generation" in Con Edison of New York's 10-K MD&A and Con Edison of New York's earlier 2000 Form 10-Q MD&As, the combined

55

---

Con
Edison and Con Edison of New York Current Reports on Form 8-K, dated March 30, 2000 and October 10, 2000 and Note C to the Con Edison of New York financial statements included in Part I, Item 1 of
this report (which Note C is incorporated herein by reference).

Financial Market Risks

Reference is made to "Financial Market Risks" in Con Edison of New York's 10-K MD&A. At September 30, 2000 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 Matters

For information concerning potential liabilities of Con Edison of New York arising from laws and regulations protecting the environment, including the Federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (Superfund), see the notes to Con Edison of New York's financial statements included in Part I, Item 1 of this report and
also see Part II, Item 3 of this report.

Results Of Operations

Third Quarter of 2000 Compared with Third Quarter of 1999

Con Edison of New York's net income for common stock for the third quarter of 2000 was $266.3 million, compared with $319.5 million for the third quarter of
1999. Con Edison of New York's net income reflects the effects of the cooler than normal summer weather as compared to the warmer than normal weather experienced in the 1999 period, $29.1 million of
electric rate reductions and $28 million of Indian Point 2 replacement power costs that have not been recovered from customers (see "Nuclear Generation," above), offset in part by $57.7 million of
increased pension credits (see Note D to the Con Edison of New York financial statements included in Item 8 of the Form 10-K) and a $56.7 million reduction in Federal income taxes.

A
comparison of the results of operations of Con Edison of New York for the third quarter of 2000 compared to the third quarter of 1999 follows.

56

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Three Months Ended Sept. 30, 2000 Compared With Three Months Ended Sept. 30, 1999

|(Millions of dollars)                                                                       |  | Increases
(Decreases)
Amount |        | Increases
(Decreases)
Percent |      
|------------------------------------------------------------------------------------------- |  | ---------------------------- | ------ | ----------------------------- | -----
|
|Operating revenues                                                                          |  | $                            | 289.7  |                               | 13.7 
|Purchased power - electric and steam                                                        |  |                              | 409.1  |                               | 71.2 
|Fuel - electric and steam                                                                   |  |                              | (14.5  | )                             | (13.1
|Gas purchased for resale                                                                    |  |                              | 20.4   |                               | 38.8 
|Operating revenues less purchased power, fuel and gas purchased for resale
  (net revenues) |  |                              | (125.3 | )                             | (9.1 
|Other operations and maintenance                                                            |  |                              | (52.1  | )                             | (14.0
|Depreciation and amortization                                                               |  |                              | 10.7   |                               | 8.6  
|Taxes, other than federal income tax                                                        |  |                              | 12.5   |                               | 4.2  
|Federal income tax                                                                          |  |                              | (56.7  | )                             | (31.5
|Operating income                                                                            |  |                              | (39.7  | )                             | (9.9 
|Other income less deductions and related federal income tax                                 |  |                              | 1.8    |                               | 42.0 
|Net interest charges                                                                        |  |                              | 15.3   |                               | 19.0 
|Net income for common stock                                                                 |  | $                            | (53.2  | )                             | (16.7

A
discussion of Con Edison of New York's operating revenues and operating income by business segment follows. Con Edison of New York's principal business segments are its electric, gas and steam
utility businesses. For additional information about Con Edison of New York's business segments, see the notes to the Con Edison of New York financial statements included in Part I, Item 1 of this
report.

Electric

Con Edison of New York's electric operating revenues in the third quarter of 2000 increased $255.9 million compared to the third quarter of 1999. The increase
reflects increased purchased power costs (which it bills to customers under PSC-approved rate provisions), offset by the effects of the cooler than normal summer weather compared to warmer than normal
summer weather for the 1999 period and electric rate reductions of approximately $29.1 million. See Note C to the Con Edison of New York financial statements included in Part I, Item 1 of this report
(which Note C is incorporated herein by reference).

Con
Edison of New York's electric sales, excluding off-system sales, for the third quarter of 2000 compared with the third quarter of 1999 were:

57

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Millions of KWHRS.

|Description                            |  | Three Months Ended
September 30, 2000 |  | Three Months Ended
September 30, 1999 |  | Variation |   | Percent
Variation |   
|-------------------------------------- |  | ------------------------------------- |  | ------------------------------------- |  | --------- | - | ----------------- | --
|
|Residential/Religious                  |  | 3,517                                 |  | 4,032                                 |  | (515      | ) | (12.8             | )%
|Commercial/Industrial                  |  | 5,679                                 |  | 5,612                                 |  | 67        |   | 1.2               |   
|Other                                  |  | 68                                    |  | 142                                   |  | (74       | ) | (52.1             | ) 
|                                       | 
|TOTAL FULL SERVICE CUSTOMERS           |  | 9,264                                 |  | 9,786                                 |  | (522      | ) | (5.3              | ) 
|Retail Choice Customers                |  | 2,597                                 |  | 2,743                                 |  | (146      | ) | (5.3              | ) 
|                                       | 
|SUB-TOTAL                              |  | 11,861                                |  | 12,529                                |  | (668      | ) | (5.3              | ) 
|NYPA, Municipal Agency and Other Sales |  | 2,682                                 |  | 2,754                                 |  | (72       | ) | (2.6              | ) 
|                                       | 
|TOTAL SERVICE AREA                     |  | 14,543                                |  | 15,283                                |  | (740      | ) | (4.8              | )%

Electricity
sales volume in Con Edison of New York's service territory decreased 4.8 percent in the third quarter of 2000, compared to the third quarter of 1999. The decrease in sales volume reflects
the effects of the cooler than normal summer weather, offset in part by the continued strength of the New York City economy. After adjusting for variations, principally weather and billing days, in
each period, electricity sales volume in Con Edison of New York's service territory increased 3.0 percent in the 2000 period. Weather-adjusted sales represent an estimate of the sales that would have
been made if historical average weather conditions had prevailed.

Con
Edison of New York's purchased power costs increased $405.9 million in the third quarter of 2000, compared to the third quarter of 1999, as a result of its divestiture of most of its generating
capacity in 1999, replacement power costs for the Indian Point 2 nuclear generating station and increases in the price of purchased power. Fuel costs decreased $31.5 million as a result of generation
divestiture.

Con
Edison of New York's electric operating income decreased $35.0 million in the third quarter of 2000, compared to the third quarter of 1999. The principal components of the decrease were a
reduction in net revenues (operating revenues less fuel and purchased power) of $120.0 million, reflecting the cooler than normal summer weather and $28.0 million of replacement power costs for the
Indian Point 2 nuclear generating station that have not been recovered from customers, offset by decreases in other operations and maintenance expenses (discussed in the following paragraph) and lower
Federal income tax ($47.3 million).

The
decrease in the 2000 period in other operations and maintenance expenses reflects certain expenses relating to Indian Point 2, increased pension credits ($45.8 million) and a $17.8 million
decrease in expenses relating to Con Edison of New York's other electric generating assets (most of which were sold in 1999). Indian Point 2 refueling and maintenance expenses of $10.5 million, offset
by $7.2 million of revenues, were recognized in income in the third quarter of 2000. Approximately $14.4 million of Indian Point 2 refueling and maintenance expenses have been deferred and will be
matched against revenues of an equal amount which will be realized during the remaining months of the rate year ending March

58

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2001. See "Outage Accounting" in Note G to the Con Edison of New York financial statements included in the Form 10-K and Note C to the Con Edison of New York financial statements included in Part I,
Item 1 of this report (which Note C is incorporated herein by reference).

Gas

Con Edison of New York's gas operating revenues increased $17.7 million and operating income decreased $0.8 million in the third quarter of 2000, compared to
the third quarter of 1999. These changes reflect increased gas sales and transportation volumes.

Con
Edison of New York's gas sales volumes for the third quarter of 2000 and the third quarter of 1999 are shown at the bottom of its consolidated income statement for those periods included in Part
I, Item 1 of this report. Gas sales and transportation volume for Con Edison of New York's firm customers increased 8.9 percent in the third quarter of 2000, compared to the 1999 period.
  Weather had a minimal impact on gas sales for this period.

Steam

Con Edison of New York's steam operating revenues increased $16.0 million and operating income decreased $3.9 million in the third quarter of 2000 compared to
the third quarter of 1999. The higher revenues reflect increased fuel and purchased power costs (which it bills to customers under PSC-approved rate provisions).

Con
Edison of New York's steam sales volumes for the third quarter of 2000 and the third quarter of 1999 are shown at the bottom of its consolidated income statement for those periods included in Part
I, Item 1 of this report. Steam sales volume decreased 13.0 percent in the 2000 period. After adjusting for variations, principally weather and billing days, in each period, steam sales volume
decreased 0.5 percent in the 2000 period.

Net Interest Charges

Net interest charges increased $15.3 million in the 2000 period, reflecting $8.2 million of increased interest on long-term borrowings, $2.6 million of
increased interest related to short-term borrowings and $4.0 million of interest accrued on the gain on generation divestiture that has been deferred for disposition by the PSC. See "Regulatory
Matters - Electric," above.

59

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Nine Months Ended September 30, 2000 Compared with the Nine Months Ended
September 30, 1999

Con Edison of New York's net income for common stock for the nine months ended September 30, 2000 was $515.7 million, compared with $570.7 million for the nine
months ended September 30, 1999. Con Edison of New York's net income reflects the effects of cooler than normal summer weather for the 2000 period as compared to the warmer than normal weather
experienced in the 1999 period, $76.8 million of electric rate reductions, $58 million of replacement power costs for the Indian Point nuclear generating station that were not recovered from
customers, $33.7 million of increased interest charges and increased transmission and distribution expenses of $43.6 million, offset by increased revenues from a favorable economy, increased pension
credits of $114.7 million and reduced federal income taxes of $82.8 million.

A
comparison of the results of operations of Con Edison of New York for the nine months ended September 30, 2000 compared to the nine months ended September 30, 1999 follows.

Nine Months Ended Sept. 30, 2000 Compared With Nine Months Ended Sept. 30, 1999

|(Millions of dollars) |                                                                                           | Increases (Decreases)
Amount |   | Increases (Decreases)
Percent |  
|--------------------- | ----------------------------------------------------------------------------------------- | ---------------------------- | - | ----------------------------- | -
|
|                      | Operating revenues                                                                        |                              | $ | 823.3                         |  
|                      | Purchased power - electric and steam                                                      |                              |   | 1,109.5                       |  
|                      | Fuel - electric and steam                                                                 |                              |   | (125.5                        | )
|                      | Gas purchased for resale                                                                  |                              |   | 57.3                          |  
|                      | Operating revenues less purchased power, fuel and gas purchased for resale (net revenues) |                              |   | (218.0                        | )
|                      | Other operations and maintenance                                                          |                              |   | (81.9                         | )
|                      | Depreciation and amortization                                                             |                              |   | 9.9                           |  
|                      | Taxes, other than federal income tax                                                      |                              |   | (40.2                         | )
|                      | Federal income tax                                                                        |                              |   | (82.8                         | )
|                      | Operating income                                                                          |                              |   | (23.0                         | )
|                      | Other income less deductions and related federal income tax                               |                              |   | 1.7                           |  
|                      | Net interest charges                                                                      |                              |   | 33.7                          |  
|                      | Net income for common stock                                                               |                              | $ | (55.0                         | )

A
discussion of Con Edison of New York's operating revenues and operating income by business segment follows. Con Edison of New York's principal business segments are its electric, gas and steam
utility businesses. For additional information about Con Edison of New York's business segments, see the notes to the Con Edison of New York financial statements included in Part I, Item 1 of
this report.

Electric

Con Edison of New York's electric operating revenues in the nine months ended September 30, 2000 increased $698.3 million, compared to the nine
months ended September 30, 1999. The increase reflects increased sales volumes and increased purchased power costs (which it bills to customers under

60

---

PSC-approved rate provisions), offset by electric rate reductions of approximately $76.8 million. See Note C to the Con Edison of New York financial statements included in
Part I, Item 1 of this report (which Note C is incorporated herein by reference).

Con
Edison of New York's electric sales, excluding off-system sales, for the nine months ended September 30, 2000 compared with the nine months ended September 30, 1999 were:

Millions of Kwhrs.

Description

Nine Months Ended
September 30, 2000

Nine Months Ended
September 30, 1999

Variation

Percent
VariationResidential/Religious

8,925

9,224

(299
)
(3.2
)%Commercial/Industrial

15,049

15,731

(682
)
(4.3
)Other

308

404

(96
)
(23.8
)TOTAL FULL SERVICE CUSTOMERS

24,282

25,359

(1,077
)
(4.2
)Retail Choice Customers

6,974

5,610

1,364

24.3SUB-TOTAL

31,256

30,969

287

0.9NYPA, Municipal Agency and Other Sales

7,494

7,483

11

0.1TOTAL SERVICE AREA

38,750

38,452

298

0.8
%


Electricity
sales volume in Con Edison of New York's service territory increased 0.8 percent for the nine months ended September 30, 2000 compared to the nine months ended
September 30, 1999. The increase in sales volume reflects the continued strength of the New York City economy, offset in part by the cooler than normal summer weather. After adjusting for
variations, principally weather and billing days, in each period, electricity sales volume in Con Edison of New York's service territory increased 3.2 percent in the 2000 period.
Weather-adjusted sales represent an estimate of the sales that would have been made if historical average weather conditions had prevailed.

Con
Edison of New York's purchased power costs increased $1.1 billion for the nine months ended September 30, 2000, compared to the nine months ended September 30, 1999, as a
result of its divestiture of most of its generating capacity in 1999, replacement power costs for the Indian Point 2 nuclear generating station and increases in the price of purchased power. Fuel
costs decreased $177.1 million as a result of generation divestiture.

Con
Edison of New York's electric operating income decreased $25.6 million in the nine months ended September 30, 2000, compared with the nine months ended September 30, 1999,
reflecting decreased net revenues (operating revenues less fuel and purchased power) of $225.5 million (reflecting the effects of the cooler than normal summer weather, $76.8 million of
electric rate reductions and $58 million of Indian Point 2 replacement power costs that have not been recovered from customers) and $43.6 million

61

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of increased transmission and distribution expenses, offset by decreases in other operations and maintenance expenses (discussed on the following paragraph) property taxes ($33.6 million) and
reduced Federal income tax ($70.8 million) and the deferral of electric capacity costs ($49.5 million).

The
decrease in the 2000 period in other operations and maintenance expenses reflects increased pension credits ($91.3 million), an $89.2 million decrease in expenses relating to Con
Edison of New York's other electric generating assets (most of which were sold in 1999) and certain expenses relating to Indian Point 2. Indian Point 2 refueling and maintenance expenses of
$47.1 million, offset by $43.9 million of revenues, were recognized in income in the 2000 period. Approximately $14.4 million of Indian Point 2 refueling and maintenance expenses
have been deferred and will be matched against revenues of an equal amount which will be realized during the remaining months of the rate year ending March 2001. See "Outage Accounting" in
Note G to the Con Edison of New York financial statements included in the Form 10-K. In addition, operation and maintenance expenses in the 2000 period reflect
$15.2 million of other expenses related to the ongoing Indian Point 2 outage.

Gas

Con Edison of New York's gas operating revenues and operating income increased $57.7 million and $7.5 million, respectively, for the nine months
ended September 30, 2000, compared to the nine months ended September 30, 1999. These changes reflect increased gas sales and transportation volumes and higher pension credits.

Con
Edison of New York's gas sales volumes for the nine-month periods ended September 30, 2000 and 1999 are shown at the bottom of its consolidated income statement for those
periods included in Part I, Item 1 of this report. Gas sales and transportation volume for Con Edison of New York's firm customers increased 4.9 percent for the nine months ended
September 30, 2000 compared to the 1999 period. After adjusting for variations, principally weather and billing days, in each period, firm gas sales and transportation volume increased
2.3 percent in the 2000 period.

A
weather-normalization provision that applies to Con Edison of New York's gas business moderates, but does not eliminate, the effect of weather-related changes on gas operating income.

Steam

Con Edison of New York's steam operating revenues increased $67.3 million and operating income decreased $4.9 million for the nine months ended
September 30, 2000, compared to the nine months ended September 30, 1999. The higher revenues reflect increased fuel and purchased power costs (which it bills to customers under
PSC-approved rate provisions).

Con
Edison of New York's steam sales volumes for the nine-month periods ended September 30, 2000 and 1999 are shown at the bottom of its consolidated income statement for those
periods included in

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Part I, Item 1 of this report. Steam sales volume decreased 3.3 percent in the 2000 period. After adjusting for variations, principally weather and billing days, in each period, steam
sales volume decreased 0.6 percent in the 2000 period.

Net Interest Charges

Net interest charges increased $33.7 million in the 2000 period, reflecting $14.4 million of increased interest on long-term
borrowings, $10.5 million of increased interest related to short-term borrowings and $8.0 million of interest accrued on the gain on generation divestiture that has been
deferred for disposition by the PSC. See "Regulatory Matters - Electric," above.

63

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O&R Management's Narrative Analysis Of The Results Of Operations

Orange and Rockland Utilities, Inc. (O&R), a wholly-owned subsidiary of Consolidated Edison, Inc. (Con Edison), meets the conditions specified in
General Instruction H to Form 10-Q and is permitted to use the reduced disclosure format for wholly-owned subsidiaries of companies, such as Con Edison, that are reporting companies
under the Securities Exchange Act of 1934. Accordingly, this O&R Management's Narrative Analysis of the Results of Operations is included in this report, and O&R has omitted from this report the
information called for by Part I, Item 2 (Management's Discussion and Analysis of Financial Condition and Results of Operations).

O&R's
net income for common stock for the nine months ended September 30, 2000 was $32.4 million, $21.9 million higher than the corresponding 1999 period. The 1999 period included
$21.5 million of non-recurring merger and electric generating capacity divestiture related charges. Excluding the impact of these charges, net income increased $0.4 million
in the 2000 period compared to the corresponding 1999 period. This increase was due primarily to higher electric and gas sales, a gain on the sale of land by a non-utility subsidiary and
reduced operation and maintenance expenses, property taxes, depreciation expense and interest charges. These items were offset in part by rate reductions implemented in 1999 as a result of generation
divestiture and acquisition by Con Edison. See Note A to the O&R financial statements in Item 8 of the combined Con Edison, Consolidated Edison Company of New York (Con Edison of New York) and
O&R Annual Reports on Form 10-K for the year ended December 31, 1999 (File Nos. 1-14514, 1-1217 and 1-4315, the
Form 10-K).

In
September 2000 O&R, the Staff of the New York State Public Service Commission (PSC) and other parties entered into a settlement agreement in O&R's gas base rate case. The agreement, which is
subject to PSC approval, covers the three-year period ending October 2003. The agreement maintains base gas rates at approximately current levels and allows O&R to record in income
over the term of the agreement $18 million of previously deferred credits and Gas Adjustment Clause overcollections. O&R may reduce the term of the agreement to 18 months (with a
corresponding reduction in the amount of credits to be recorded to income) if the company and the PSC staff are unable to reach agreement on certain further restructuring of the company's gas business
by April 2002.

In
October 2000 Con Edison, O&R, Con Edison of New York and Northeast Utilities entered into an agreement with the staff of the PSC and certain other parties. The agreement, which is subject to
PSC approval, among other things, provides for the approval by the PSC of Con Edison's acquisition of Northeast Utilities and allocates to New York customers approximately half of the net synergy
savings applicable to New York utility operations that are expected to result from the merger over the ten-year period ending March 2011. To reflect this allocation, following the
completion of the merger, O&R will annually accrue credits of about $1.15 million and $0.4 million, respectively, for its electric and gas customers.

64

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A comparison of the results of operations of O&R for the nine months ended September 30, 2000 compared to the nine months ended September 30, 1999 follows.

(Millions of dollars)

Increases (Decreases)
Amount

Increases (Decreases)
PercentOperating revenues

$
49.3

10.4
%Purchased power - electric


120.6

(A
)Fuel - electric


(43.5
)
(A
)Gas purchased for resale


15.3

24.3Operating revenues less purchased power, fuel and gas purchased for resale (net revenues)


(43.1
)
(15.4
)Other operations and maintenance


(59.5
)
(36.0
)Depreciation and amortization


(4.0
)
(15.3
)Taxes, other than federal income tax


(15.8
)
(24.9
)Federal income tax


10.4

(A
)Operating income


25.8

(A
)Other income less deductions and related federal income tax


(10.3
)
(73.7
)Net interest charges


(5.5
)
(22.3
)Preferred stock dividend requirements


(0.9
)
(A
)Net income for common stock

$
21.9

(A
)


A
discussion of O&R's operating revenues by business segment follows. O&R's principal business segments are its electric and gas utility businesses. For additional information about O&R's business
segments, see the notes to the O&R financial statements included in Part I, Item 1 of this report.

Electric
operating revenues increased $32.0 million in the nine months ended September 30, 2000, compared to the corresponding 1999 period. In the 1999 period, O&R reduced revenues by
$24.9 million to reflect a liability to refund to customers this amount of proceeds from the June 1999 divestiture of the company's electric generating assets. See Note H to the
O&R financial statements in Item 8 of the Form 10-K. Excluding the impact of this non-recurring accrual, electric operating revenues increased $7.1 million in the
2000 period compared to the corresponding 1999 period, due primarily to an increase in sales and higher purchased power costs (which O&R bills to its New York customers under rate provisions approved
by state utility regulatory commissions) in the 2000 period, offset in part by rate reductions in August 1999.

O&R's
electric sales volumes for the nine-month periods ended September 30, 2000 and 1999 are shown at the bottom of its consolidated income statement for those periods included in
Part I, Item
1 of this report. O&R's electric energy sales in the nine months ended September 30, 2000 increased 3.0 percent from the corresponding 1999 period. The increase was due primarily to the
continued strength of the

65

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economy. After adjusting for variations, principally weather and billing days, electricity sales were 5.4 percent higher in the 2000 period. Weather-adjusted sales represent an estimate of the
sales that would have been made if historical average weather conditions had prevailed.

O&R's
purchased power costs increased $120.6 million during the nine months ended September 30, 2000, compared to the corresponding 1999 period. Fuel costs decreased $43.5 million
in the 2000 period. These variations are attributable primarily to the June 1999 divestiture of the company's electric generating assets, higher customer sales, and increases in the cost of
purchased energy. O&R's purchased power and fuel costs are recoverable from O&R's customers under rate provisions approved by the PSC. For Rockland Electric Company, an O&R utility subsidiary subject
to regulation by the New Jersey Board of Public Utilities, current recovery of these costs is subject to certain limitations, and costs that are not currently recovered are deferred for future
recovery. At September 30, 2000, net recoverable purchased power costs of approximately $21.4 million were deferred for future recovery by Rockland Electric Company.

O&R's
gas operating revenues increased $13.6 million in the nine months ended September 30, 2000, compared to the corresponding 1999 period. The increase was due primarily to recovery
from
customers of higher gas costs and increases in gas sales and transportation volumes in the 2000 period. O&R's total sales of gas to customers during the 2000 period increased 4.4 percent
compared with the 1999 period.

O&R's
gas sales volumes for the nine-month periods ended September 30, 2000 and 1999 are shown at the bottom of its consolidated income statement for those periods included in
Part I, Item 1 of this report. O&R's revenues from gas sales in New York are subject to a weather normalization clause. After adjusting for variations, principally weather and billing days, in
each period, gas sales and transportation volume was 6.6 percent higher for the 2000 period, compared to the 1999 period.

Non-utility
operating revenues in the nine months ended September 30, 2000 increased compared to the corresponding 1999 period, primarily as a result of a $2.4 million
after-tax gain on the sale of land by a non-utility subsidiary of O&R that is winding down its business.

O&R's
cost of gas purchased for resale increased $15.3 million in the nine months ended September 30, 2000, compared to the corresponding 1999 period, due primarily to higher gas costs
and an increase in firm sales for the period.

O&R's
other operation and maintenance expenses decreased $59.5 million in the nine months ended September 30, 2000, compared to the corresponding 1999 period, due primarily to the
June 1999 divestiture of the company's electric generating assets and operating efficiencies resulting from Con Edison's July 1999 acquisition of the company.

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Taxes other than federal income tax decreased $15.8 million in the nine months ended September 30, 2000, compared to the corresponding 1999 period, due primarily to reduced property
taxes resulting from the June 1999 divestiture of the company's electric generating assets.

O&R's
other income decreased $10.4 million in the nine months ended September 30, 2000, compared to the corresponding 1999 period. The 1999 period included a $14.7 million gain
relating to the company's June 1999 divestiture of its electric generating assets. Excluding the impact of the gain in the 1999 period, other income increased $4.3 million in the 2000
period, due primarily to interest earned on proceeds from the divestiture.

O&R's
interest charges decreased $5.5 million in the nine months ended September 30, 2000 compared to the corresponding 1999 period, due primarily to lower debt outstanding as a result
of repayment of indebtedness with a portion of the proceeds from the June 1999 divestiture of the company's electric generating assets.

O&R
redeemed all outstanding shares of its preferred stock in April 1999 and therefore had no preferred stock dividend requirements in the nine months ended September 30, 2000.

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Item 3.  Quantitative And Qualitative Disclosure About Market Risk

Con Edison

For information about Con Edison's primary market risks associated with activities in derivative financial instruments, other financial instruments and
derivative commodity instruments, see "Financial Market Risks" in Con Edison's Management's Discussion and Analysis of Financial Condition and Results of Operations in Part 1, Item 2 of
this report and Item 7A of the combined Con Edison, Con Edison of New York and O&R Annual Report on Form 10-K for the year ended December 31, 1999 (the
"Form 10-K"), which information is incorporated herein by reference.

Con Edison Of New York

For information about Con Edison of New York's primary market risks associated with activities in derivative financial instruments, other financial instruments
and derivative commodity instruments, see "Financial Market Risks" in Con Edison of New York's Management's Discussion and Analysis of Financial Condition and Results of Operations in Part 1,
Item 2 of this report and Item 7A of the Form 10-K, which information is incorporated herein by reference.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Con Edison

Northeast Utilities Shareholders' Suit

Reference is made to "Northeast Utilities Shareholders Suit" in Part II, Item 1, Legal Proceedings in the combined Con Edison, Con Edison of New
York and O&R Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2000 (the "First Quarter Form 10-Q").

Con Edison Of New York

Superfund - Arthur Kill Transformer Site

Reference is made to "Superfund - Arthur Kill Transformer Site" in Part I, Item 3, Legal Proceedings of the combined Con Edison, Con Edison
of New York and O&R Annual Report on Form 10-K for the year ended December 31, 1999 (the "Form 10-K") and in Part II, Item 1, Legal
Proceedings in the First Quarter Form 10-Q.

Superfund - Manufactured Gas Sites

Reference is made to "Superfund - Manufactured Gas Sites" in Part I, Item 3, Legal Proceedings of the Form 10-K and in
Part II, Item 1, Legal Proceedings in the combined Con Edison, Con Edison of New York and O&R Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2000 (the "Second Quarter Form 10-Q").

Superfund - BCF Oil Refining Site

Reference is made to "Superfund - BCF Oil Refining Site" in Part II, Item 1, Legal Proceedings in the Second Quarter
Form 10-Q.

Superfund - Mattiace Petrochemical Company Site

Reference is made to "Superfund - Mattiace Petrochemical Company Site" in Part II, Item 1, Legal Proceedings in the Second Quarter
Form 10-Q.

Employees' Class Action

Reference is made to "Employees' Class Action" in Part I, Item 3, Legal Proceedings of the Form 10-K and in
Part II, Item 1, Legal Proceedings in the Second Quarter Form 10-Q. In June 2000, the court preliminarily approved a settlement agreement between Con Edison of New
York and the plaintiffs. If the agreement receives final approval, the company will pay an estimated aggregate $10 million (including attorneys' fees) and will take certain actions with respect
to its personnel practices. At September 30, 2000, the company had accrued a $12.1 million liability with respect to this action.

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Washington Heights Power Outage

Reference is made to "Washington Heights Power Outage" in Part I, Item 3, Legal Proceedings of the Form 10-K. In August 2000, the
New York State Supreme Court, New York County denied plaintiffs' motion to certify the class action. In September 2000, the City of New York's lawsuit against the company was discontinued.

Indian Point 2 Outage Litigation

Reference is made to "Indian Point 2 Outage Litigation" in Part II, Item 1, Legal Proceedings in the Second Quarter Form 10-Q
and Note C to the Con Edison of New York financial statements included in Part I, Item1 of this report.

Religious Rate Proceedings

Reference is made to "Religious Rate Proceedings" in Part I, Item 3, Legal Proceedings of the Form 10-K. The Appellate Division
of the New York State Supreme Court, Second Department has affirmed the trial court's dismissal of plaintiffs' lawsuit and denial of their class certification motion.

O&R

Shareholder Lawsuits

Reference is made to "Shareholder Lawsuits" in Part I, Item 3, Legal Proceedings of the Form 10-K and in Part II,
Item 1, Legal Proceedings in the First Quarter Form 10-Q and Second Quarter Form 10-Q. In September 2000, the New York State Court of Appeals denied
plaintiffs' motion for leave to appeal the April 2000 Appellate Division of the New York State Supreme Court, First Department's affirmation of the trial court's dismissal of plaintiffs' complaint in Virgilio Ciullo, et al. v.
Orange and Rockland Utilities, Inc., et al.Plaintiffs have filed a notice of appeal with the Appellate Division of
the New York State Supreme Court, First Department with respect to the May 2000 trial court's dismissal of plaintiffs' actions inSuzanne Hennessy, et al. v. D. Louis Peoples,
et al.

O&R Clean Air Act Proceeding

Reference is made to "O&R Clean Air Act Proceeding" in Part II, Item 1, Legal Proceedings in the Second Quarter Form 10-Q.

Crossroads Cogeneration

Reference is made to "Crossroads Cogeneration" in Part I, Item 3, Legal Proceedings of the Form 10-K. In August 2000, the
United States District Court for the District of New Jersey denied plaintiff's motion for summary judgement.

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Item 6. Exhibits And Reports On Form 8-K

(a) Exhibits

Con Edison

|Exhibit 10.1.1 |  | Employment Agreement, dated as of September 1, 2000, between Con Edison and Eugene R. McGrath.                                             
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 10.1.2 |  | Employment Agreement, dated as of September 1, 2000, between Con Edison and Joan S. Freilich.                                              
|Exhibit 10.1.3 |  | Severance Program for Officers of Consolidated Edison, Inc. and its Subsidiaries, effective as of September 1, 2000.                       
|Exhibit 12.1   |  | Statement of computation of Con Edison's ratio of earnings to fixed charges for the twelve-month periods ended September 30, 2000 and 1999.
|Exhibit 27.1   |  | Financial Data Schedule for Con Edison.*                                                                                                   
|               |  |                                                                                                                                            

Con Edison Of New York

|Exhibit 10.2.1 |  | Amendment, dated July 20, 2000, to Employment Contract, dated May 22, 1990, between Con Edison of New York and Eugene R. McGrath.                      
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 10.2.2 |  | Agreement, dated August 22, 2000, between Con Edison of New York and J. Michael Evans.                                                                 
|Exhibit 12.2   |  | Statement of computation of Con Edison of New York's ratio of earnings to fixed charges for the twelve-month periods ended September 30, 2000 and 1999.
|Exhibit 27.2   |  | Financial Data Schedule for Con Edison of New York.*                                                                                                   
|               |  |                                                                                                                                                        

O&R

|Exhibit 12.3 |  | Statement of computation of O&R's ratio of earnings to fixed charges for the twelve-month periods ended September 30, 2000 and 1999.
|------------ |  | ------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 27.3 |  | Financial Data Schedule for O&R.*                                                                                                   
|             |  |                                                                                                                                     

* 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.

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(b) Reports On Form 8-K

Con Edison of New York filed a Current Report on Form 8-K, dated August 23, 2000, reporting (under Item 5): (i) the issuance and sale of $300 million
aggregate principal amount of its 7.50% Debentures, Series 2000 B and (ii) the New York State Attorney General's August 2000 petition discussed under "Regulatory Matters -
Electric" in the Management's Discussion and Analysis of Financial Condition and Results of Operation of Con Edison and Con Edison of New York included in Part I, Item 2 of this report.

Con
Edison, along with Con Edison of New York and O&R, filed a combined Current Report on Form 8-K, dated September 22, 2000, reporting (under Item 5): (i) the
October 2000 agreement with the staff of the New York State Public Service Commission and other parties discussed under "Regulatory Matters - Electric" in the Management's Discussion and
Analysis of Financial Condition and Results of Operation of Con Edison and Con Edison of New York included in Part I, Item 2 of this report, and (ii) the increase in the merger
consideration and issuance of a draft of the October 2000 decision of the Connecticut Department of Public Utility Control discussed under "Northeast Utilities" in the Management's Discussion and
Analysis of Financial Condition and Results of Operation of Con Edison included in Part I, Item 2 of this report.

In
addition, Con Edison, along with Con Edison of New York, filed (i) a combined Current Report on Form 8-K, dated October 10, 2000, reporting (under Item 5)
the determination by the United States District Court for the Northern District of New York that the Indian Point 2 Law was
unconstitutional and certain other developments with respect to the ongoing Indian Point 2 outage discussed in Note C to the Con Edison and Con Edison of New York financial statements included
in Part I, Item 1 of this report, and (ii) combined Current Reports on Form 8-K, dated October 31, 2000 and November 3, 2000, furnishing (under
Item 9) certain material pursuant to Regulation FD.

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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: November 13, 2000 |  | By:                                          
|                        |  | /s/ JOAN S. FREILICHJoan S. Freilich         
|                        |  | Executive Vice President,                    
|                        |  | Chief Financial Officer and                  
|                        |  | Duly Authorized Officer                      
|                        |  | Orange and Rockland Utilities, Inc.          
|Date: November 13, 2000 |  | By:                                          
|                        |  | /s/ HYMAN SCHOENBLUMHyman Schoenblum         
|                        |  | Vice President,                              
|                        |  | Chief Financial Officer and                  
|                        |  | Duly Authorized Officer                      

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