Amendment No. 3
                                      To
                           The Consolidated Edison
                             Retirement Plan for
                             Management Employees
                    ______________________________________

                           Dated as of June 1, 1997







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     Pursuant to resolutions adopted by the Board of Trustees of
Consolidated Edison Company of New York, Inc. at a meeting duly called and
held on July 23, 1996, the undersigned hereby approves the amendments set
forth below to The Consolidated Edison Retirement Plan for Management
Employees, as heretofore amended by Amendments Nos 1 and 2 thereto:

1. Effective January 1, 1997,  Paragraph 2 A is amended by the addition of
   the following new definitions at the end thereof:
   "The following definitions shall be effective January 1, 1997:

   "Adjusted Section 417(e)-Interest Rate-The rate of interest used in
   conjunction with the Section 417(e) Interest Rate in the calculation of
   the present value of benefits, to take account of prospective Cost of
   Living Adjustments, pursuant to Paragraph 24 C.  It shall be determined by:

   (i)      dividing the Section 417(e) Interest Rate, as determined for a
            Participant's Annuity Starting Date, by 100;
   (ii)     adding 1.0000 to the amount determined in clause(i);
   (iii)    dividing the amount determined in clause(ii) by the lesser of:
         (A)   the sum of:
         (I)   0.9694, plus
         (II)  the product of 0.7194 and the amount determined in
               clause(i), or
         (B)   1.0300;
   (iv)    subtracting 1.0000 from the amount determined in clause(iii); and
   (v)     multiplying the amount determined in clause(iv) by 100;

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           provided, however, that in no event shall the Adjusted Section 417(e)
           Interest Rate exceed the Section 417(e) Interest Rate, as of any date
           of determination.

      "Consolidated RPA 94 Lump Sum Conversion Factors-The table of actuarial
      factors used to convert an immediate or deferred annuity into an
      actuarially equivalent lump sum.  Such factors shall be based on the
      Section 417(e) Mortality Table and shall take into account the
      Section 417(e) Interest Rate for the period prior to a Participant's
      Normal Retirement Date and the Adjusted Section 417(e) Interest Rate
      for the period subsequent to the Participant's Normal Retirement Date.
      The enrolled actuary shall provide to the Plan Administrator tables of
      the Consolidated RPA 94 Lump Sum Conversion Factors determined on the
      basis of the Section 417(e) Interest Rate in effect in each Lookback
      Month."

      "Section 417(e) Interest Rate-The annual rate of interest on 30-year
      Treasury securities for the third month prior to the month that
      includes a Participant's Annuity Starting Date.  For the purposes of
      regulations promulgated under Section 417(e) of the Code, the calendar
      month shall be deemed the "Stability Period" and the third month prior
      to the month that includes a Participant's Annuity Starting Date shall
      be deemed the "Lookback Month."

      "Section 417(e) Mortality Table-The mortality table prescribed by the
      Secretary of the Treasury, pursuant to Section 417(e)(3)(A)(ii)(I) of
      the Code, as in effect for the Stability Period that includes a
      Participant's Annuity Starting Date."

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2. Effective December 1, 1996, Paragraph 6 is amended by deleting from the
   caption thereof the phrase "OPTIONAL TEN YEAR CERTAIN PENSION" and by
   inserting in lieu thereof the new phrase "OPTIONAL TWELVE YEAR CERTAIN
   PENSION AND LEVEL INCOME PENSION".
3. Effective December 1, 1996, Paragraph 6 A is amended by deleting from the
   second sentence the phrase "Optional Ten Year Certain Pension provided
   below" and by inserting in lieu thereof the new phrase "Optional Twelve
   Year Certain Pension provided under Paragraph 6 E or Paragraph 6 F, or the
   Optional Joint and 100% Surviving Spouse Annuity under Paragraph 6 G".
4. Effective December 1, 1996,  Paragraphs 6 D, 6 E, and 6 F are amended (i)
   by deleting from the caption of each such paragraph the phrase "Optional
   Ten Year Certain Pension" and inserting in lieu thereof the new phrase
   "Optional Twelve Year Certain Pension"; (ii) by deleting the phrase "ten
   year certain" in each place that it appears and inserting in lieu thereof
   the new phrase "twelve year certain"; (iii) by deleting the phrase "one
   hundred twenty" in each place that it appears and inserting in lieu
   thereof the new phrase "one hundred forty-four"; (iv) by deleting the
   number "120" in each place that it appears and inserting in lieu thereof
   the new number "144"; and (v) by deleting the phrase "ten years" in each
   place that it appears and inserting in lieu thereof the new phrase "twelve
   years".
5. Effective December 1, 1996, Paragraph 6 is amended by adding at the end
   thereof the following new Paragraphs 6 G and 6 H.

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      "G.   Optional Joint and 100% Surviving Spouse Annuity
            "(i)  A  Participant  who is married  may elect to receive  his
                  Pension  in the form of a Joint and 100%  Spouse  Annuity
                  and may further  elect that the Joint and 100%  Surviving
                  Spouse Annuity  include a Pop-Up  Feature.  Such election
                  must be made not less  than 30 days nor more than 90 days
                  prior  to the  Participant's  Annuity  Starting  Date and
                  must be in writing on a form  furnished by and filed with
                  the Plan Administrator.
            "(ii) If a  Participant  elects  the Joint  and 100%  Surviving
                  Spouse  Annuity,  but does not elect the Pop-Up  Feature,
                  then the amount  payable for the life of the  Participant
                  shall be equal to the  Pension  otherwise  payable to the
                  Participant,  in the  absence of an  election  under this
                  paragraph,  reduced by the appropriate factor in Table G,
                  and the Participant's  surviving spouse shall receive for
                  life a  surviving  spouse  annuity  equal  to the  amount
                  payable to the Participant.
            "(iii)If  a   Participant   elects  the  Joint  and  100%
                  Surviving   Spouse   Annuity  and   further   elects  the
                  inclusion of the Pop-Up Feature,  then the amount payable
                  to  the   Participant   during   the   period   that  the
                  Participant  and his spouse  are both alive  shall be the
                  Pension  otherwise  payable  to the  Participant,  in the
                  absence of an election under this  paragraph,  reduced by
                  the appropriate factor in Table H;  the amount payable to
                  the  Participant  during  any  period  subsequent  to the
                  death  of his  spouse  

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                  shall  be  equal  to  the  Pension
                  otherwise  payable to the  Participant  in the absence of
                  an election under this paragraph;  and the  Participant's
                  surviving  spouse  shall  receive  for  life a  surviving
                  spouse  annuity  equal  to  the  amount  payable  to  the
                  Participant  during the period that the  Participant  and
                  his spouse were both alive."

      "H.   Level Income Option
           "(i)  A  Participant  who is eligible to commence  receipt of a
                  pension and whose  Annuity  Starting  Date  precedes  his
                  attainment  of the age at which he is eligible to receive
                  unreduced  Social Security  benefits may elect to receive
                  his  Pension  under  the  Level  Income  Option  and  may
                  further  elect  as a  Leveling  Month,  for  purposes  of
                  subparagraph (ii),  either the month  following the month
                  in which he  attains  age 62  or the  earliest  month for
                  which  he  is  eligible  to  receive   unreduced   Social
                  Security  benefits.  The  election  of the  Level  Income
                  Option  may be  made in  addition  to an  election  under
                  Paragraph  6 D, 6 E, 6 F, or 6 G. Such  election  must be
                  made not less  than 30 days nor more  than 90 days  prior
                  to the  Participant's  Annuity  Starting Date and must be
                  in  writing  on a form  furnished  by and filed  with the
                  Plan Administrator.
           "(ii)  If a  Participant  elects the Level  Income  Option,  the
                  amount  payable  to the  Participant  during  the  period
                  commencing  with his  Annuity  Starting  Date and  ending
                  with the  month  prior  to the  Leveling  Month  shall be

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                  increased  and  the  amount  payable  during  the  period
                  commencing  with the  Leveling  Month  and  ending in the
                  month of the Participant's  death shall be decreased from
                  the Pension otherwise  payable to the Participant,  based
                  on factors  specified  in Table I.  The present  value of
                  the benefits  payable under the Level Income Option shall
                  be equal to the present  value of the  Pension  otherwise
                  payable to the  Participant,  determined on the actuarial
                  bases specified in Table I.
           "(iii) The amounts  payable  under the Level Income Option
                  shall be  determined  on the basis of an  estimate of the
                  Social  Security  benefit that the  Participant  would be
                  eligible to commence to receive in the Leveling  Month so
                  that the amount  payable for the month next preceding the
                  Leveling  Month shall be  approximately  equal to the sum
                  of the amount  payable  for the  Leveling  Month plus the
                  estimated  Social  Security  benefit  commencing  in  the
                  Leveling   Month,   without   taking  into   account  any
                  prospective  Cost  of  Living   Adjustment   pursuant  to
                  Paragraph 24 C.
            "(iv) The  amount  payable to the  Participant  under the Level
                  Income   Option   shall   not  be   adjusted   after  the
                  Participant's  Annuity  Starting  Date,  and prior to the
                  Leveling Month,  regardless of any difference between the
                  estimate taken into account in the determination  thereof
                  and the  Social  Security  benefits  actually  paid to or
                  payable to the  Participant and regardless of whether the
                  Participant   elects  to  commence   to  receive  

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                  Social Security  benefits in any month  other than the
                  Leveling Month.Commencing in the Leveling Month, the amount
                  payable  to a  Participant  shall be reduced by an amount
                  equal  to  the  product  of  (1)  the  estimated   Social
                  Security  benefit  taken into  account  for  purposes  of
                  Paragraph 6 H(ii) and (2) a fraction,  the  numerator  of
                  which shall be the amount  payable to the  Participant in
                  the month next preceding the Leveling Month,  taking into
                  account  any  Cost  of  Living  Adjustments  pursuant  to
                  Paragraph  24 C, and the  denominator  of which  shall be
                  the   amount   determined   to  be   payable  as  of  the
                  Participant's  Annuity  Starting Date, in accordance with
                  Paragraph 6 H(ii).
           "(v)  In the event  that a  Participant  who  elects to receive
                  his Pension  under the Level Income  Option has also made
                  an election  under  Paragraph 6 D, 6 E, 6 F, or 6 G, then
                  the  amount  of  Pension   taken  into   account  in  the
                  determination  under  Paragraph  6  H(ii)  shall  be  the
                  amount payable to the Participant  after giving effect to
                  his  election  under  Paragraph 6 D, 6 E, 6 F, or 6 G, as
                  applicable.  In such event,  the  Participant's  election
                  to receive  his  Pension  under the Level  Income  Option
                  shall  have  no  effect  on  the  amount  payable  to his
                  surviving spouse or beneficiary  under any other election
                  he has made.  In the event that the  amount  payable to a
                  Participant  who has elected to receive his Pension under
                  the Level Income  Option and also made an election  under
                  Paragraph 6 G(iii) is  increased  on account of the death
                  of his  spouse,  

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                  the  amount  of such  increase  shall be
                  disregarded for purposes of Paragraph 6 H(iv)."

6. Effective July 1, 1996,  Paragraph 8 D(ii) is amended by deleting from the
   first sentence the comma (,) and all that follows the phrase "Management
   Plan", by inserting in lieu thereof a period (.), and by inserting
   immediately after the first sentence, as so amended, the following new
   sentence:
   "No portion of such period shall constitute Service for accrual or
   computation of benefits under the Management Plan, except that with
   respect to leaves for maternity or paternity reasons granted after July 1,
   1996 the first six (6) months of absence from work shall constitute
   Service for accrual and computation of benefits; provided that the
   Participant returns to active employment for a period equal to the lesser
   of the leave or six (6) months."

7. Effective January 1, 1997,  Paragraph 10 B is amended by deleting the
   second sentence and by inserting in lieu thereof the following two new
   sentences:
   "In the event that a pension, deferred pension, or annuity shall have a
   present value of $3,500 or less, such present value shall be paid in a
   single lump sum to the Participant or surviving spouse, in lieu of the
   pension, deferred pension, or annuity otherwise payable.  Effective
   January 1, 1997, the calculation of the present value of a pension,
   deferred pension, or annuity, for the purpose of the foregoing sentence,
   shall be made on the basis of the Consolidated RPA 94 Lump Sum Conversion
   Factor for the Participant"s age, as in effect for the month in which
   payment is to be made; provided, however, that the resulting amount shall
   not be less than the present value of the annual pension determined in
   accordance with 

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   Paragraph 10 A, taking into account only the Participant's
   employment and Annual Basic Straight-Time Compensation prior to January 1,
   1997, calculated on the basis of the lump sum factors set forth in Table B
   and the Participant"s age as of the date of determination."

8. Effective January 1, 1997,  Paragraph 10 B(5)(ii) is amended in its
   entirety to read as follows:
   "(ii)  Effective January 1, 1997, a surviving spouse entitled under
   Paragraph 6 B(ii) to receive a preretirement survivor benefit shall
   receive an immediate lump sum payment equal to fifty percent (50%) of the
   Cash-Out, determined in accordance with Paragraph 10 B(9)(a), that the
   deceased would have received, if he had terminated employment and elected
   a Cash-Out on the date of his death.  If the lump sum amount determined in
   accordance with the foregoing sentence exceeds $3,500, it shall not be
   paid unless the surviving spouse consents to such payment in writing, on a
   form provided by the Plan Administrator.  If the consent of the surviving
   spouse is required for the payment of a lump sum amount and the surviving
   spouse does not consent to such payment, then he or she shall receive an
   annuity.  Unless the surviving spouse elects otherwise, such annuity shall
   commence on the first day of the month following the Participant's death
   and the amount thereof shall determined by dividing the lump sum amount
   payable to the surviving spouse, in accordance with the first sentence of
   this subparagraph, by an annuity conversion factor determined on the basis
   of the Section 417(e) Mortality Table, the Adjusted Section 417(e)
   Interest Rate and the surviving spouse's age as of the month of
   determination.  If the surviving spouse elects to defer the commencement
   of such annuity, the amount thereof shall be increased so that the
   deferred annuity commencing on the date elected by the surviving spouse is
   of equivalent actuarial value to the immediate 


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   annuity  otherwise  payable,  on the basis of the Section 417(e)  Mortality
   Table and the Section 417(e) Interest Rate."

9. Effective January 1, 1997,  Paragraph 10 B(9) is amended in its entirety
   to read as follows:
         "(a)  The Cash-Out is a lump sum payment  representing the present
               value of the deferred  pension payable to the Participant at
               Normal  Retirement  Date.  Effective  January 1,  1997,  the
               amount of a Cash-Out  will be the greater of (i) the product
               of the deferred  pension  amount  determined  in  accordance
               with  Paragraph 10 B(7) and the Consolidated RPA 94 Lump Sum
               Conversion  Factor,  as  in  effect  for  the  Participant's
               Annuity  Starting  Date, for the  Participant s  age in such
               month,  or (ii) the product of the deferred  pension  amount
               determined  in  accordance  with  Paragraph 10 B(7),  taking
               into account only the  Participant's  employment  and Annual
               Basic Straight-Time  Compensation prior to January 1,  1997,
               and the factor in Table B  for the  Participant's  age as of
               his  Annuity   Starting   Date.   For  the  purpose  of  the
               foregoing  sentence,  a Participant's age in any month shall
               be his age on the  birthday  nearer  in time to the first of
               such month."

        " (b)  In lieu of the  Cash-Out,  the  Participant  may  receive an
               immediate  annuity,  commencing  in the  month in which  the
               Cash-Out would  otherwise  have been payable.  The amount of
               such  immediate  annuity  shall  be the  greater  of (i) the
               amount  determined  by dividing  the  Cash-Out,  computed in
               accordance  with  Paragraph 10 B(9)(a)(i),   by  an  annuity
               conversion   factor  


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               determined   on  the   basis   of  the
               Section 417(e)  Mortality Table, the Adjusted Section 417(e)
               Interest Rate, and the  Participant's age as of the month of
               determination;  or (ii) the product of the deferred  pension
               amount determined      for     the      purpose      of
               Paragraph 10 B(9)(a)(ii)  and a  reduction  factor for early
               commencement  based  on  the  same  mortality  and  interest
               assumptions  used for Table B and the  Participant's  age as
               of the month of determination."

10.Effective December 1, 1996, the caption "Ten Year Certain Optional
   Pension" for Paragraph 10 B(10) is deleted and in lieu thereof the caption
   "Optional Twelve Year Certain Pension and Level Income Pension" is
   inserted and Paragraph 10 B(10) is amended in its entirety to read as
   follows:
         "(i)  The  Pension  payable to a  Participant  who elects an optional
               form of Pension  pursuant  to  Paragraph  6 D, 6 E, 6 F, or 6 G
               shall be the Pension  determined by the appropriate  subsection
               of Paragraph 10 B above,  multiplied by the appropriate  factor
               in  Table  C, D, G, or H, as  applicable.  In the case of Table
               C, the factor shall correspond to the  Participant's age at his
               Annuity  Starting  Date. In the case of Tables D, G, and H, the
               factor shall  correspond to the ages of the Participant and the
               Participant's  spouse as of the Participant's  Annuity Starting
               Date.
         "(ii)  The  Pension   payable  to  a  Participant   who  has  elected
               the Level Income Option  pursuant to Paragraph 6 H shall be the
               Pension  determined by the appropriate  


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               subsection of Paragraph
               10 B above,  then  adjusted in  accordance  with  Paragraph  10
               B(10)(i), if applicable, and then further adjusted as follows:
               (A) For the period commencing with the Participant's Annuity
               Starting Date and ending with the month prior to the Leveling
               Month, by adding an amount equal to the product of:
               (I) the Participant's estimated Social Security benefit, and
               (II) a fraction, the numerator of which is the factor in Table I
               corresponding to the Participant's age at his
               Annuity Starting Date and the denominator of which is the
               factor in Table I corresponding to the Participant's age in
               the Leveling Month,
               provided, however, that if the product of item (I) and
               item (II) is less than the excess, if any, of the
               Participant's estimated Social Security benefit over his
               Pension as determined prior to any adjustment under this
               clause (A), then there shall be substituted for such product
               an amount equal to the product of:
               (III) the Pension payable to the Participant at his Annuity
               Starting Date prior to any adjustment under this clause (A),
               and
               (IV) a fraction, the numerator of which is the factor in
               Table I corresponding to the Participant's age at his Annuity
               Starting Date and the denominator of which is the excess of
               (x) the factor in Table I corresponding to the Participant's
               age in the Leveling Month over (y) the factor in Table I
               corresponding to the Participant's age at his Annuity Starting
               Date.


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               (B) For the period commencing with the Leveling Month, by
               subtracting from the Pension amount, as adjusted in accordance
               with clause (A), the amount of the Participant's estimated
               Social Security benefit, provided, however, that the resulting
               amount shall not be less than zero.
               For the purpose of this subparagraph, the term "estimated
               Social  Security  benefit" shall refer to the Social
               Security benefit expected to be payable to the
               Participant, commencing in the Leveling Month, determined on
               the basis of the Social Security Act as in effect on the
               Participant's Annuity Starting Date, taking into account the
               Participant's actual earnings during his period of employment
               with the Company, estimating his earnings for years prior to
               his employment with the Company by discounting his earnings in
               his first year of employment with the Company by the national
               average earnings factors developed by the Social Security
               Administration, and assuming that he will have no earnings
               subsequent to his Annuity Starting Date.  The term Leveling
               Month shall refer to the month elected by the Participant in
               accordance with Paragraph 6 H(i)."

11.Effective January 1, 1997,  Paragraph 11 A is amended by deleting the
   paragraph that begins with the phrase "Actuarial equivalent ..." and by
   inserting in lieu thereof the following new paragraph:
   "Effective January 1, 1997, for the purpose of this Paragraph, actuarial
   equivalence shall be determined on the basis of the Section 417(e)
   Mortality Table and an interest rate of 5%, except that the actuarial
   equivalent of a benefit payable in the form of a lump sum shall be


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   determined on the basis of the Section 417(e) Mortality Table and the
   Section 417(e) Interest Rate."

12.Effective December 1, 1996,  Paragraph 12 A(1) is amended by deleting
   the period (.) at the end of the third paragraph and by inserting in lieu
   thereof the new phrase ", or in accordance with the provisions of
   Paragraph 6 H, as applicable to a Participant who has elected the Level
   Income Option."

13. Effective January 1, 1997, Paragraph 24 G is deleted in its entirety.

14.Effective December 1, 1996, Table C and Table D are amended by deleting
   from the caption of each such table the phrase  "10 Year Certain"  and by
   inserting in lieu thereof the new phrase  "12 Year Certain ".

15.Effective December 1, 1996, the Plan is amended by appending at the end
   thereof new Tables G, H, and I, as attached hereto.

      IN WITNESS WHEREOF, the undersigned has subscribed his name to this
instrument this ____ day of _______, 1997.

                                          ____________________________
                                          Richard P. Cowie
                                          Vice President-Employee Relations
                                          Consolidated Edison Company
                                          of New York, Inc.


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