AMENDMENT TO EMPLOYMENT AGREEMENT



      AMENDMENT,  dated this 4th day of  November,  1997,  between  CONSOLIDATED
EDISON COMPANY OF NEW YORK, INC., a New York  corporation  (the "Company"),  and
PETER J. O'SHEA, JR. (the "Executive")  (hereinafter  called the "Amendment") to
the Employment  Agreement,  dated November 28, 1995, between the Company and the
Executive (hereinafter called the "Employment Agreement").

     WHEREAS,  the  Company  and the  Executive  desire  to amend  the terms and
conditions of the Executive's employment by the Company;

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

      A. The Employment Agreement shall remain in full force and effect,  except
as expressly modified herein.

      B. The term of  employment  specified  in  paragraph  2 of the  Employment
Agreement  shall  terminate  on March 31,  1998.  On March  31,  1998 or, if the
Company  terminates the Executive's  employment prior to March 31, 1998, on such
earlier termination, the Executive shall become entitled to the following:

           1.  payment of his  salary to March 31,  1998,  at the annual  rate
       then in effect, to the extent not theretofore paid by the Company;

            2. the mandatory  deferred  portion of his award under the Company's
      Executive Incentive Plan (the "EIP") for 1996;

            3. an EIP award for 1997,  the entire  amount of which shall be paid
      to the Executive in February 1998;

            4. in lieu of an EIP award for the three month period from January 1
      to March 31, 1998, a payment of $24,000,  which shall be made on March 31,
      1998;

            5. a supplemental pension, described in paragraph C 1 below, and

            6. a retainer  agreement for legal services,  the terms of which are
      outlined in paragraph D below.

       C. The provisions of this paragraph C amend and are in full  substitution
of  paragraph  4(a)  of  the  Employment  Agreement.  Upon  termination  of  the
Executive's  employment  under  paragraph  B above or by  reason of his death or
disability:

            1. The Company  shall  provide  the  Executive  with a  supplemental
      pension for his life in the amount of $30,000 per annum and his  Surviving
      Spouse (as  determined in accordance  with the marriage  requirements  for
      surviving  spouse benefits under The Consolidated  Edison  Retirement Plan
      for Management  Employees (the  "Retirement  Plan") ) shall be paid a 100%
      survivor's  spouse  benefit of the same  amount for her life.  The benefit
      shall be paid at the same time as, and shall be increased by the same cost
      of living  adjustment  provisions  applicable to,  benefits paid under the
      Retirement  Plan. The  supplemental  pension  benefit shall be paid to the
      Executive commencing in January 1999 or, if the Executive should die prior
      to that month, to the Executive's Surviving Spouse commencing in the month
      immediately following the Executive's death.

            2. The  Executive  shall be deemed to be  retired  for  purposes  of
      determining  his  entitlement  to employee  benefits  available to retired
      officers of the Company, including but not limited to the retired officers
      supplemental medical plan, The Consolidated Edison Retiree Health Program,
      and the non-contributory and contributory retiree life insurance plan.

            3. The Executive's  termination of employment with the Company shall
      be deemed to be with the Company's  consent under the Consolidated  Edison
      Company of New York,  Inc.  1996  Stock  Option  Plan (the  "SOP") and any
      options awarded under the SOP to the Executive that are unexercised at his
      termination of employment  shall be extended to the earlier of three years
      after such termination or the tenth anniversary of the grant date.

      D. 1. The retainer  agreement  referred to in paragraph B 6 above shall be
      for legal  services  to be  performed  personally  by the  Executive  as a
      non-employee for the period commencing on his termination of employment to
      December  31,  1998.  The  retainer  shall be in the  amount of  $255,000,
      payable by the  Company in three  equal  installments  on the first day of
      April, July and October,  1998.  Payment shall be made to the Executive or
      to a law  firm  that  the  Executive  designates.  The  Executive's  legal
      services shall be charged at the rate of $450 an hour; disbursements shall
      be charged  separately and shall not be part of the retainer.  The Company
      shall be  entitled to receive  567 hours of  services  from the  Executive
      under the  retainer.  If the number of hours of service  performed  by the
      Executive for the Company under the retainer is less than or equal to 567,
      no part of the retainer  shall be returned to the  Company.  To the extent
      that such number of hours of service  performed by the  Executive  exceeds
      567 but is less  than the sum of 567 and the  number  of hours of  service
      owed by the  Executive  to the Company  under  paragraph  D 2 below,  such
      excess  number of hours of services  shall be charged at the rate of $0 an
      hour.  To the extent that the number of hours of service  performed by the
      Executive  exceeds the sum of 567 and the number of hours of service  owed
      by the  Executive to the Company  under  paragraph D 2 below,  such excess
      number of hours of service shall be charged at the rate of $450 an hour.

            2. During the period from  January 1, 1998  through  March 31, 1998,
      the  Executive  may  perform  legal  services  for third  parties  who are
      independent from and not affiliated with the Company. The Company consents
      to the Executive's  performing such services,  provided that such services
      do not exceed 20% of the time the Executive would otherwise  devote to the
      Company and such services do not  interfere  with the  performance  of the
      Executive's obligations to the Company. The Executive shall account to the
      Company  for the time spent on such  matters  for third  parties and shall
      reimburse  the Company by  performing  an equal number of hours of service
      for the Company without charge under the retainer referred to in paragraph
      D 1 above.

      E. This  Amendment  has been  authorized  by the Board of  Trustees of the
Company.

      IN WITNESS  WHEREOF,  the parties have executed this  Amendment on the day
and year first above written.

                                    Consolidated Edison Company
                                          of New York, Inc.


                                    By_________________________
                                              Richard P.Cowie
                                     Vice President-Employee Relations



                                    By_________________________
                                          Peter J. O'Shea, Jr.