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                       EMPLOYMENT AGREEMENT

     EMPLOYMENT AGREEMENT made this 28th day of November, 1995
between CONSOLIDATED EDISON COMPANY OF NEW YORK, INC., a New York
corporation (the "Company"), and PETER J. O'SHEA, JR. (the
"Executive").

     Whereas, the Company desires to employ the Executive, and
the Executive desires to be employed by the Company, upon the
terms and conditions hereinafter set forth;

     NOW, THEREFORE, in consideration of the premises and
covenants contained herein, the Company and the Executive agree
as follows:

     1. Employment. The Company shall employ the Executive, and
the Executive shall accept employment by the Company, effective
January 1, 1996 (the "Effective Date"). Commencing on the
Effective Date the Executive shall serve as Senior Vice President
and General Counsel of the Company. During the Term (as defined
in Paragraph 2) the Executive shall serve as the Company's chief
legal officer and shall report directly to the Company's chief
executive officer. The Executive shall have responsibility for
the Company's legal affairs and for the day to day supervision of
its Law Department, and in addition shall perform such other
executive duties as may be reasonably assigned to him by the


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Board of Trustees of the Company (the "Board") or the Company's
chief executive officer.

     2. Term of Employment. The Term of the Executive's
employment under this Agreement shall be the three (3) year
period commencing on the Effective Date and ending on December
31, 1998 (such period being hereinafter called the "Term").

     3. Salary. As of the Effective Date, the Company shall pay
and the Executive shall accept a basic salary of Two hundred
ninety-five thousand Dollars ($295,000.00) per annum, which shall
accrue and be payable in equal monthly installments in accordance
with the Company's prevailing payment practices for salary, as
such practices may change from time to time. The amount of the
Executive's annual salary shall be reviewed at least annually by
the Board and may be increased on the basis of such review. The
Company shall continue to accrue and to pay the Executive the
salary until the occurrence of the earliest of (A) the date of
the Executive's death, (B) in the event of the Executive's
Permanent Disability (as hereinafter defined), the expiration of
the salary continuation period applicable to the Executive under
the Company's sick leave policy in effect for its officers, (C)
the effective date of the Executive's voluntary resignation, and
(D) the expiration of

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the Term. For purposes of this Agreement "Permanent Disability"
shall mean disability from any cause that renders the Executive
incapable of performing all or substantially all of his duties
hereunder as determined by the Company in accordance with the
terms and conditions of the Company's long-term disability plan
applicable to its officers.

     4. Supplemental Pension Benefits. (a) If the Executive is in
the Company's employ on January 1, 1999, then, thereafter upon
termination of the Executive's employment with the Company for
any reason (including the Executive's death, Permanent
Disability, voluntary resignation or retirement at normal
retirement age under the Consolidated Edison Retirement Plan for
Management Employees as amended from time to time or any
successor plan (the "Retirement Plan")), other than his
termination by the Company by reason of or arising out of breach
of his duties as an officer of the Company, the Company shall
provide the Executive with a supplemental pension benefit, and
his Surviving Spouse (as defined below) with a supplemental 50%
surviving spouse benefit, such supplemental pension and surviving
spouse benefit being hereinafter called the "Supplemental
Pension", equal to all benefits to which the Executive or his
Surviving Spouse would be entitled under the Retirement Plan and
the Con Edison Supplemental Retirement Income Plan as

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amended from time to time and any successor plan (the "SRIP" and,
collectively, the Retirement Plan and the SRIP are herein called
the "Pension Plans") as in effect on the date of such
termination, calculated as if the Executive's period of service
with the Company were treated as equal to two times the
Executive's actual period of service with the Company (and for
purposes of this Paragraph such service is hereby so treated);
provided, however, that there shall be deducted from any benefit
the Company shall be obligated to pay under this Paragraph the
actual benefits paid to the Executive or his Surviving Spouse
under the Pension Plans. Payment of the Supplemental Pension
shall be made at the times and in the form and manner of payments
provided under the Retirement Plan, whether or not the Executive
or his Surviving Spouse shall receive any benefits under the
Retirement Plan and shall be increased by the same cost of living
adjustment provisions applicable to benefits paid under the
Retirement Plan. "Surviving Spouse" shall be determined in
accordance with the marriage requirements for surviving spouse
benefits under the Retirement Plan. This paragraph 4 shall
survive the expiration of the Term.

     (b) The Company may establish a memorandum account on its
books for the Executive as a bookkeeping convenience at such time
or times as amounts of benefits are accrued under this paragraph
("Unfunded Amounts"). The Company shall not

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be required to segregate any funds representing any Unfunded
Amounts, and nothing in this Agreement shall be construed as
providing for such segregation. In addition, the Company shall
not be deemed to be a trustee or a fiduciary for the Executive of
any Unfunded Amounts, and the liabilities of the Company to the
Executive in respect of the Unfunded Amounts shall be those of a
debtor pursuant to such contract obligations as are created by
this Agreement, and no such liabilities of the Company shall be
deemed to be secured by any pledge or other encumbrance on any
property of the Company.

     5. Benefits. During the Term the Executive shall be eligible
to participate in all pension, savings, health and welfare, and
other employee benefit plans and arrangements, and shall be
subject to all programs, policies and practices of the Company,
applicable to officers of the Company in accordance with the
terms and conditions of such plans, arrangements, programs,
policies and practices and shall enjoy all perquisites and other
fringe benefits that the Company may from time to time make
available to its officers.

     6. Entire Agreement. This Agreement supersedes all prior or
contemporaneous agreements or understandings, written or oral,
between the Executive and the Company and

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constitutes the only and entire agreement and understanding of
the Executive and the Company with respect to the matters
provided for in this Agreement.

     7. Assignment and Successorship. This Agreement shall not be
assignable by either party, nor shall either party have the right
to assign any rights or privileges or delegate any duties or
obligations under this Agreement without the prior written
consent of the other party; provided, however, that upon the sale
of all or substantially all of the assets, business and goodwill
of the Company, or upon its merger or consolidation with another
corporation, or company or other entity, this Agreement shall
inure to the benefit of and be binding upon the Executive and the
purchasing, surviving or resulting corporation, company or other
entity in the same manner and to the same extent as though such
other corporation, company or entity were the Company.

     8. Governing Law. This Agreement and all questions arising
hereunder shall be construed and interpreted according to the
laws of the State of New York.

     9. Board Approval. This Agreement has been approved by the
Board.

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     10. Amendment. This Agreement may not be amended or modified
otherwise than by a written agreement executed by the Executive
and the Company.

     11. Severability. In the event that any provision of this
Agreement shall be determined to be invalid or unenforceable for
any reason, the remaining provisions shall remain in full force
and effect to the fullest extent permitted by law.

     12. Headings. The headings of the Paragraphs of this
Agreement are included solely for convenience of reference and
shall not control the meaning or interpretation of any provision
of this Agreement.

     IN WITNESS WHEREOF, the Executive has subscribed his name
and the Company, pursuant to authorization by its Board of
Trustees, has caused this instrument to be executed and delivered
in its name and on its behalf, all as of the day and year first
above written.

Attest:                  CONSOLIDATED EDISON COMPANY
                          OF NEW YORK, INC.



ARCHIE M. BANKSTON       By:   RICHARD P. COWIE
Archie M. Bankston             Richard P. Cowie
Secretary                      Vice President-
                                 Employee Relations

                         PETER J. O'SHEA, JR.
                         Peter J. O'Shea, Jr.


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