BY-LAWS
                                       OF

                           CONSOLIDATED EDISON COMPANY
                                OF NEW YORK, INC.


                         Effective as of January 1, 1997



      SECTION  1. The annual  meeting of  stockholders  of the  Company  for the
election of Trustees and such other  business as may  properly  come before such
meeting  shall be held on the third  Monday in May in each year at such hour and
at such  place in the City of New York or the  County of  Westchester  as may be
designated by the Board of Trustees.

      SECTION 2. Special meetings of the stockholders of the Company may be held
upon call of the  Chairman of the Board,  the Vice  Chairman  of the Board,  the
President,  the Board of Trustees,  or  stockholders  holding  one-fourth of the
outstanding shares of stock entitled to vote at such meeting.

      SECTION 3. Notice of the time and place of every meeting of  stockholders,
the purpose of such  meeting  and, in case of a special  meeting,  the person or
persons by or at whose direction the meeting is being called, shall be mailed by
the Secretary,  or other officer  performing his duties,  at least ten days, but
not more than fifty days,  before the meeting to each stockholder of record,  at
his last known Post Office address; provided,  however, that if a stockholder be
present at a meeting,  in person or by proxy,  without  protesting  prior to the
conclusion  of the  meeting  the lack of notice of such  meeting,  or in writing
waives  notice  thereof  before  or  after  the  meeting,  the  mailing  to such
stockholder of notice of such meeting is unnecessary.

      SECTION 4. The holders of a majority of the outstanding shares of stock of
the Company,  entitled to vote at a meeting, present in person or by proxy shall
constitute a quorum, but less than a quorum shall have power to adjourn.

      SECTION 5. The Chairman of the Board,  or in his absence the Vice Chairman
of the Board, or in his absence the President shall preside over all meetings of
stockholders.  In their  absence one of the Vice  Presidents  shall preside over
such meetings.  The Secretary of the Board of Trustees shall act as Secretary of
such  meeting,  if  present.  In his  absence,  the  Chairman of the meeting may
appoint any person to act as Secretary of the meeting.


<PAGE>


SECTION 6. At each  meeting of  stockholders  at which  votes are to be taken by
ballot there shall be at least two and not more than five inspectors of election
and of stockholders' votes, who shall be either designated prior to such meeting
by the Board of Trustees  or, in the absence of such  designation,  appointed by
the Chairman of the meeting.

      SECTION 7.  Transfer of shares of stock of the Company will be  registered
on the books of the Company  maintained  for that purpose upon  presentation  of
share certificates  appropriately  endorsed. The Board of Trustees may, in their
discretion, appoint one or more registrars of the stock.

      SECTION 8. The affairs of the Company shall be managed under the direction
of a Board consisting of thirteen Trustees, who shall be elected annually by the
stockholders by ballot and shall hold office until their  successors are elected
and qualified.  Vacancies in the Board of Trustees may be filled by the Board at
any  meeting,  but if the number of Trustees is  increased  or  decreased by the
Board by an  amendment  of this section of the  By-laws,  such  amendment  shall
require  the vote of a  majority  of the whole  Board.  Members  of the Board of
Trustees  shall be entitled to receive  such  reasonable  fees or other forms of
compensation,  on a per  diem,  annual  or  other  basis,  as  may be  fixed  by
resolution  of the Board of  Trustees  or the  stockholders  in respect of their
services  as  such,  including  attendance  at  meetings  of the  Board  and its
committees;  provided, however, that nothing herein contained shall be construed
as precluding any Trustee from serving the Company in any capacity other than as
a member of the Board or a committee thereof and receiving compensation for such
other services.

      SECTION 9. Meetings of the Board of Trustees shall be held at the time and
place  fixed by  resolution  of the  Board or upon call of the  Chairman  of the
Board, the Vice Chairman of the Board, the President, or a Vice President or any
two Trustees.  The Secretary of the Board or officer performing his duties shall
give 24 hours'  notice of all meetings of Trustees;  provided that a meeting may
be held without notice  immediately  after the annual election of Trustees,  and
notice need not be given of regular  meetings  held at times fixed by resolution
of the  Board.  Meetings  may be  held at any  time  without  notice  if all the
Trustees are present and none  protests  the lack of notice  either prior to the
meeting or at its  commencement,  or if those not present  waive  notice  either
before or after the meeting. Notice by mailing or telegraphing, or delivering by
hand,  to the usual  business  address or residence of the Trustee not less than
the time above specified  before the meeting shall be sufficient.  A Majority of
the  Trustees in office  shall  constitute  a quorum,  but less than such quorum
shall have power to  adjourn.  The  Chairman of the Board or, in his absence the
Vice  Chairman of the Board or, in his absence a Chairman pro tem elected by the
meeting from among the  Trustees  present  shall  preside at all meetings of the
Board. Any one or more members of the Board may participate in a special meeting
of the  Board by means  of a  conference  telephone  or  similar  communications
equipment  allowing all persons  participating in the meeting to hear each other
at the same time. Participation


<PAGE>


by such means shall constitute  presence in person at such special meeting.  Any
action  required or  permitted  to be taken by the Board may be taken  without a
meeting if all  members of the Board  consent  in writing to the  adoption  of a
resolution  authorizing the action;  provided,  however, that no action taken by
the  Board by  unanimous  written  consent  shall be taken in lieu of a  regular
monthly  meeting of the  Board.  Each  resolution  so  adopted  and the  written
consents  thereto by the members of the Board shall be filed with the minutes of
the proceedings of the Board.

      SECTION 10. The Board of Trustees, as soon as may be after the election of
Trustees in each year,  shall  elect from their  number a Chairman of the Board,
who shall be the chief executive officer of the Company,  and shall elect a Vice
Chairman  of the Board and a  President.  The Board shall also elect one or more
Vice  Presidents,  a Secretary and a Treasurer,  and may from time to time elect
such other officers as they may deem proper. Any two or more offices may be held
by the same person, except the offices of President and Secretary.

      SECTION  11.  The term of office of all  officers  shall be until the next
election  of  Trustees  and until  their  respective  successors  are chosen and
qualify,  but any officer may be removed from office at any time by the Board of
Trustees. Vacancies among the officers may be filled by the Board of Trustees at
any meeting.

      SECTION 12. The  Chairman of the Board and the  President  shall have such
duties as  usually  pertain to their  respective  offices,  except as  otherwise
directed  by the Board of Trustees or the  Executive  Committee,  and shall also
have such powers and duties as may from time to time be  conferred  upon them by
the Board of Trustees or the Executive Committee. The Vice Chairman of the Board
shall have such powers and duties as may from time to time be conferred upon him
by the Board of Trustees,  the Executive Committee or the Chairman of the Board.
In the absence or disability of the Chairman of the Board,  the Vice Chairman of
the Board shall  perform the duties and  exercise  the powers of the Chairman of
the Board.  The Vice Presidents and the other officers of the Company shall have
such duties as usually pertain to their respective offices,  except as otherwise
directed by the Board of Trustees, the Executive Committee,  the Chairman of the
Board, the Vice Chairman of the Board or the President, and shall also have such
powers and duties as may from time to time be  conferred  upon them by the Board
of  Trustees,  the  Executive  Committee,  the  Chairman of the Board,  the Vice
Chairman of the Board or the President.

      SECTION 13. The Board of Trustees, as soon as may be after the election of
Trustees  in each year,  may by a  resolution  passed by a majority of the whole
Board, appoint an Executive  Committee,  to consist of the Chairman of the Board
(and in his absence the Vice Chairman of the Board) and three or more additional
Trustees as the Board may from time to time determine,  which shall have and may
exercise  during the intervals  between the meetings of the Board all the powers
vested in the Board except that neither the  Executive  Committee  nor any other
committee appointed pursuant to this section of the By-laws shall have authority
as to any of the following


<PAGE>



matters:  the submission to stockholders of any action as to which stockholders'
authorization  is required by law;  the filling of  vacancies on the Board or on
any committee thereof;  the fixing of compensation of any Trustee for serving on
the Board or on any committee thereof; the amendment or repeal of these By-laws,
or the adoption of new By-laws; and the amendment or repeal of any resolution of
the Board which by its terms shall not be so amendable or repealable.  The Board
shall  have the power at any time to change  the  membership  of such  Executive
Committee and to fill  vacancies in it. The  Executive  Committee may make rules
for the conduct of its business and may appoint such  committees  and assistants
as it may  deem  necessary.  Four  members  of said  Executive  Committee  shall
constitute a quorum. The Chairman of the Board or, in his absence a Chairman pro
tem elected by the meeting  from among the  members of the  Executive  Committee
present shall preside at all meetings of the Executive Committee.  The Board may
designate one or more Trustees as alternate  members of any committee  appointed
pursuant to this  section of the  By-laws  who may replace any absent  member or
members at any meeting of such  committee.  The Board of Trustees  may also from
time to time appoint other committees  consisting of three or more Trustees with
such powers as may be granted to them by the Board of  Trustees,  subject to the
restrictions  contained in this section of the By-laws.  Any one or more members
of any  committee  appointed  pursuant to this  section may  participate  in any
meeting  of such  committee  by  means  of a  conference  telephone  or  similar
communications  equipment  allowing all persons  participating in the meeting to
hear each other at the same time.  Participation  by such means shall constitute
presence in person at such meeting. Any action required or permitted to be taken
by any  committee  appointed  pursuant to this  section  may be taken  without a
meeting if all members of such committee consent in writing to the adoption of a
resolution  authorizing  the action.  Each resolution so adopted and the written
consents  thereto  by the  members  of such  committee  shall be filed  with the
minutes of the proceedings of such committee.

      SECTION  14.  The  Board  of  Trustees  are   authorized  to  select  such
depositories as they shall deem proper for the funds of the Company.  All checks
and  drafts  against  such  deposited  funds  shall be signed by such  person or
persons and in such manner as may be specified by the Board of Trustees.

      SECTION 15. The Company shall fully indemnify in all  circumstances to the
extent not  prohibited by law any person made, or threatened to be made, a party
to  an  action  or   proceeding,   whether  civil  or  criminal,   including  an
investigative, administrative or legislative proceeding, and including an action
by or in the right of the Company or any other  corporation of any type or kind,
domestic or foreign, or any partnership,  joint venture, trust, employee benefit
plan or other  enterprise,  by  reason  of the fact  that he,  his  testator  or
intestate,  is or was a Trustee or officer of the Company,  or is or was serving
at the  request  of the  Company  any  other  corporation  of any  type or kind,
domestic or foreign, or any partnership,  joint venture, trust, employee benefit
plan or other  enterprise,  as a  director,  officer  or in any  other  capacity
against any and all judgments, fines, amounts paid in settlement, and expenses,


<PAGE>



including attorneys' fees, actually and reasonably incurred as a result of or in
connection  with any such  action or  proceeding  or related  appeal;  provided,
however,  that no indemnification  shall be made to or on behalf of any Trustee,
director  or officer if a judgment or other  final  adjudication  adverse to the
Trustee,  director or officer  establishes  that his acts were  committed in bad
faith or were the result of active and  deliberate  dishonesty and were material
to the cause of action so  adjudicated,  or that he personally  gained in fact a
financial profit or other advantage to which he was not legally  entitled;  and,
except in the case of an action or proceeding specifically approved by the Board
of Trustees,  the Company shall pay expenses  incurred by or on behalf of such a
person in defending  such a civil or criminal  action or  proceeding  (including
appeals)  in  advance  of the final  disposition  of such  action or  proceeding
promptly upon receipt by the Company,  from time to time, of a written demand of
such person for such  advancement,  together with an undertaking by or on behalf
of such  person to repay any  expenses so advanced to the extent that the person
receiving  the   advancement   is  ultimately   found  not  to  be  entitled  to
indemnification  for  such  expenses;  and  the  right  to  indemnification  and
advancement of defense  expenses granted by or pursuant to this by-law (i) shall
not limit or exclude, but shall be in addition to, any other rights which may be
granted by or pursuant to any statute,  certificate  of  incorporation,  by-law,
resolution  or  agreement,  (ii)  shall  be  deemed  to  constitute  contractual
obligations  of the  Company to any  Trustee,  director or officer who serves in
such capacity at any time while this by-law is in effect,  (iii) are intended to
be retroactive and shall be available with respect to events  occurring prior to
the adoption of this by-law and (iv) shall continue to exist after the repeal or
modification  hereof with respect to events  occurring prior thereto.  It is the
intent of this by-law to require the Company to indemnify  the persons  referred
to herein for the aforementioned  judgments,  fines,  amounts paid in settlement
and expenses, including attorneys' fees, in each and every circumstance in which
such  indemnification  could lawfully be permitted by an express  provision of a
by-law, and the indemnification  required by this by-law shall not be limited by
the absence of an express recital of such  circumstances.  The Company may, with
the approval of the Board of Trustees,  enter into an agreement  with any person
who is, or is about to become,  a Trustee or officer of the  Company,  or who is
serving,  or is about  to  serve,  at the  request  of the  Company,  any  other
corporation of any type or kind, domestic or foreign, or any partnership,  joint
venture,  trust,  employee  benefit  plan or other  enterprise,  as a  director,
officer  or  in  any  other   capacity,   which   agreement   may   provide  for
indemnification  of such  person and  advancement  of defense  expenses  to such
person upon such terms, and to the extent, as may be permitted by law.

      SECTION 16.  Wherever the expression  "Trustees" or "Board of Trustees" is
used in these  By-laws  the same  shall be deemed to apply to the  Directors  or
Board of  Directors,  as the case may be, if the  designation  of those  persons
constituting  the governing  board of this Company is changed from "Trustees" to
"Directors".

      SECTION 17. Either the Board of Trustees or the  stockholders may alter or
amend these  By-laws at any meeting duly held as above  provided,  the notice of
which includes notice of the proposed amendment.



<PAGE>





                                EMERGENCY BY-LAWS

                                       OF

                  CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.

                                   As Amended
                                February 23, 1966

                             Effective May 16, 1966




      SECTION  1. These  Emergency  By-laws  may be  declared  effective  by the
Defense  Council of New York as  constituted  under the New York  State  Defense
Emergency  Act in the event of attack and shall cease to be  effective  when the
Council declares the end of the period of attack.

      SECTION 2. In the event of attack and until the Defense  Council  declares
the end of the period of attack the affairs of the  Company  shall be managed by
such  Trustees  theretofore  elected as are  available to act, and a majority of
such Trustees shall  constitute a quorum.  In the event that there are less than
three  Trustees  available to act,  then and in that event the Board of Trustees
shall  consist of such  Trustees  theretofore  elected and available to act plus
such  number of senior  officers  of the  Company  not  theretofore  elected  as
Trustees as will make a Board of not less than three nor more than five members.
The Board as so  constituted  shall  continue  until  such  time as the  Defense
Council  declares the end of the period of attack and their  successors are duly
elected.

      SECTION 3. The By-laws of the Company  shall  remain in effect  during the
period of emergency to the extent that said  By-laws are not  inconsistent  with
these Emergency By-laws.