UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                            FORM 10-K

(Mark One)

    X     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

          For the fiscal year ended December 31, 1996

                               OR

          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
          SECURITIES EXCHANGE ACT OF 1934
     
          For the transition period from            to
     
          Commission file number            1-4315


                   ORANGE AND ROCKLAND UTILITIES, INC.
     (Exact name of registrant as specified in its charter)


            New York                             13-1727729
(State or other jurisdiction of               (I.R.S. Employer
 incorporation or organization)             Identification No.)

One Blue Hill Plaza, Pearl River, New York         10965
(Address of principal executive offices)         (Zip code)

                                  (914) 352-6000
       (Registrant's telephone number, including area code)

   Common Stock, $5 Par Value - New York Stock Exchange, Inc.
  (Securities registered pursuant to Section 12(b) of the Act)


                        Preference Stock, No Par Value
  (Securities registered pursuant to Section 12(g) of the Act)


Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.    X


                           (Continued)
        UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                            FORM 10-K

                   (Continued from first page)



                   ORANGE AND ROCKLAND UTILITIES, INC.
     (Exact name of registrant as specified in its charter)


Indicate by check mark whether the 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
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                   Yes   X      No

At February 28, 1997, the approximate aggregate market value
of the voting stock held by non-affiliates of the registrant
was $488,966,492*.

At February 28, 1997, the registrant had 13,654,123 shares
of Common Stock ($5 par value) outstanding.

Documents incorporated by reference:

   Annual Report to Shareholders for the year ended
   December 31, 1996 incorporated in Part I, Part II and
   Part IV to the extent described therein.
   
   The Company's definitive Proxy Statement in connection
   with the 1997 Annual Meeting of Common Shareholders
   incorporated in Part III to the extent described
   therein.

* For purposes of this calculation, it is assumed that only
 directors and officers of the registrant are affiliates of
 the registrant.





                        TABLE OF CONTENTS
PART I.                                                   Page
ITEM 1.  Business
         General Development of Business                      1
         Financial Information about Industry Segments        1
         Narrative Description of Business:                   2
           Principal Business                                 2
           Electric Operations                                2
           Gas Operations                                     8
           Diversified Activities                            10
           Construction Program and Financing                13
           Regulatory Matters                                15
           Utility Industry Risk Factors and Competition     19
           Marketing                                         21
           Environmental Matters                             21
           Research and Development                          25
           Franchises                                        25
           Employee Relations                                26
ITEM 2.  Properties                                          26
ITEM 3.  Legal Proceedings                                   29
ITEM 4.  Submission of Matters to a Vote of Security Holders 38

Executive Officers of the Registrant                         39

PART II.
ITEM 5.  Market for the Registrant's Common Equity and
           Related Stockholder Matters                       41
ITEM 6.  Selected Financial Data                             41
ITEM 7.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations               42
ITEM 8.  Financial Statements and Supplementary Data         42
ITEM 9.  Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure               42

PART III.
ITEM 10. Directors and Executive Officers of the Registrant  42
ITEM 11. Executive Compensation                              42
ITEM 12. Security Ownership of Certain Beneficial Owners
           and Management                                    42
ITEM 13. Certain Relationships and Related Transactions      42

PART IV.
ITEM 14. Exhibits, Financial Statement Schedules and
           Reports on Form 8-K                               43

Signatures                                                   51
Report of Independent Public Accountants on Financial
  Statement Schedules                                        53
Consent of Independent Public Accountants                    53
                             PART I


ITEM 1.  Business

General Development of Business:

Orange and Rockland Utilities, Inc. (the "Company") is a New York
corporation, with its principal office at One Blue Hill Plaza,
Pearl River, New York  10965 (telephone number 914-352-6000),
which was formed originally under the name Rockland Light and
Power Company on May 21, 1926 through the consolidation of a
company having the latter name (organized in 1899), Catskill
Power Corporation and Orange County Public Service Company, Inc.
Its present name was adopted on February 28, 1958, when The
Orange and Rockland Electric Company was consolidated with
Rockland Light and Power Company.

The Company has two wholly-owned utility subsidiaries, Rockland
Electric Company ("RECO"), a New Jersey corporation, and Pike
County Light & Power Company ("Pike"), a Pennsylvania
corporation.  The Company has three wholly-owned non-utility
subsidiaries, Clove Development Corporation ("Clove"), a New York
corporation, O&R Development, Inc. ("ORD"), a Delaware
corporation and O&R Energy Development, Inc. ("ORED"), a Delaware
corporation.  ORED sold all of its oil and gas interests
effective December 31, 1995 and has ceased operations.  RECO has
a wholly-owned non-utility subsidiary, Saddle River Holdings
Corp. ("SRH"), a Delaware corporation.  SRH has four wholly-owned
non-utility subsidiaries, NORSTAR Holdings, Inc. ("NHI")
(formerly O&R Energy, Inc.), Atlantic Morris Broadcasting, Inc.
("AMB"), Palisades Energy Services, Inc. ("Palisades") and
Compass Resources, Inc. ("Compass"), all Delaware corporations.
AMB sold all of its broadcasting properties during 1995 and has
ceased operations.  NHI has two wholly-owned non-utility
subsidiaries, Millbrook Holdings, Inc. ("Millbrook") and NORSTAR
Management, Inc. ("NMI"), both Delaware corporations.  NMI is the
sole general partner of a Delaware limited partnership, NORSTAR
Energy Limited Partnership ("NORSTAR Partnership").  NORSTAR
Partnership is the majority owner of NORSTAR Energy Pipeline
Company, L.L.C. ("NORSTAR LLC"), a Delaware limited liability
company.  The businesses of the non-utility subsidiaries are
described under the subheading "Diversified Activities" in this
Item 1.

Financial Information about Industry Segments:

Consolidated financial information regarding the Company's
principal business segments, Electric Operations, Gas Operations
and Diversified Activities is contained in Note 13 of the Notes
to Consolidated Financial Statements - "Segments of Business" on
page 30 of the 1996 Annual Report to Shareholders, which material
is incorporated by reference in this Form 10-K Annual Report.

Narrative Description of Business:

Principal Business

The Company and its utility subsidiaries supply electricity and
gas to a territory covering approximately 1,350 square miles.
The eastern boundary of the Company's service territory extends
along the west bank of the Hudson River from a point in New
Jersey six miles north of the George Washington Bridge northerly
for approximately 37 miles to a point in New York a short
distance north of the United States Military Academy at West
Point.  From the Hudson River, the Company's territory in New
York State extends westward to the Delaware River, embracing all
of Rockland County, most of Orange County and a part of Sullivan
County.  In New Jersey, RECO supplies electricity to the northern
parts of Bergen and Passaic Counties and small areas in the
northeastern and northwestern parts of Sussex County.  Pike
supplies electricity and gas to the northeastern corner of Pike
County, Pennsylvania.

As of December 31, 1996, the Company and its utility subsidiaries
furnished electric service to approximately 266,000 customers in
96 communities with an estimated population of 676,000 and gas
service to approximately 113,000 customers in 57 communities with
an estimated population of 478,000.  There have been no
significant changes in either the population of the Company's
service territory or in the number of customers served in the
current year.  At December 31, 1995, electric service was
provided to approximately 263,000 customers in 96 communities
with an estimated population of 671,000 and gas service was
provided to approximately 112,000 customers in 57 communities
with an estimated population of 474,000.  At December 31, 1996
and 1995, 95% of the Company's residential gas customers used gas
as their major heating fuel.  While the territory served is
predominantly residential, the Company and its utility
subsidiaries also serve a number of commercial and industrial
customers in diversified lines of business activities from which
significant electric and gas revenues are derived.  No single
customer accounts for more than 10% of either gas or electric
sales.  The business of the Company and its utility subsidiaries
is seasonal to the extent that sales of electricity are higher
during the summer, mainly due to air conditioning requirements,
and sales of gas are greater in the winter months, primarily as a
result of heating requirements.

Electric Operations

Generating Capacity and Purchased Power.  As described more fully
in Item 2 of this Form 10-K Annual Report under the subheading
"Electric Generating Facilities", the capacity of the Company's
plants provides the Company with a net generating capacity of 981
megawatts ("Mw") in the summer and 993 Mw in the winter.
Additionally, the Company purchases capacity, as more fully
described below, to satisfy its reserve requirements, as well as
any demand in excess of its installed capacity.  The electric
energy which RECO and Pike distribute to their customers is
supplied by the Company.  The maximum historical one-hour demand
for the Company and its utility subsidiaries occurred on July 15,
1995 and was 1,068 Mw.

In addition to the energy produced at its generating facilities,
the Company, through various transmission interconnections,
purchases both capacity and energy when needed to meet load and
reserve requirements and also when such power is available at a
price lower than the cost of production.  The Company maintains
transmission interconnections with Central Hudson Gas and
Electric Corporation ("Central Hudson"), Public Service Electric
and Gas Company ("PSE&G") and Consolidated Edison Company of New
York, Inc. ("Con Ed"). Through these interconnections, and as a
member of the New York Power Pool ("NYPP"), the Company can
exchange power directly with the above utilities and, through the
facilities of other members of the NYPP, the Company can exchange
power with all members of the NYPP and with utilities in pools in
neighboring states.  In addition, members of the NYPP are able to
coordinate inter-utility transfers of bulk power in order to
achieve economy and efficiency, cooperate in long range planning
of generation and transmission facilities and coordinate inter-
utility operating and emergency procedures to assure reliable,
adequate and economic electric service throughout the state.
Through the NYPP control center, the Company is able to purchase
power in order to optimize its generation-interchange mix, using
the lowest cost energy available to the Company in the
interconnected system.  By agreement with the NYPP, the Company
must maintain capacity reserves including firm capacity purchases
of not less than 18% of its peak load.

During 1996, the Company had agreements in place for both
capacity and energy purchases.  Capacity purchases included an
agreement with PSE&G which provided 100 Mw of winter capacity and
125 Mw of summer capacity, an agreement with the New York Power
Authority ("NYPA") for 25 Mw of year-round capacity from the
Blenheim-Gilboa pumped storage facility (the "Gilboa Facility")
and an agreement with North American Energy Conservation, Inc.
("NAEC") which provided for 100 Mw of capacity in the winter
capability period and 150 Mw during the summer capability period.

With regard to energy, the Company purchased approximately 54% of
its energy requirements during 1996.  These purchases, which were
made primarily through short-term purchase agreements and
interchange agreements, were primarily economy transactions made
in the interest of lowering costs to the Company's customers.
This is demonstrated by the fact that the Company's installed
generating capability for the 1996 summer capability period could
have provided over 99% of the Company's energy requirements at
the time of the Company's peak demand.  The use of purchased
power under these circumstances reflects the Company's policy of
supplementing its electric generation with purchased power not
only when needed to meet load requirements but also when such
power is available at a cost lower than the cost of production.

Information regarding future power supply, particularly the
status of capacity purchase contracts with Independent Power
Producers and Qualifying Facilities, is contained under the
caption "Future Energy Supply and Demand" in this Item 1.
Reference is also made to the information contained under the
caption "Utility Industry Risk Factors and Competition" in this
Item 1.

Fuel Supply.  The Company's 981 Mw summer generating capacity is
available from the following fuel sources:

                            Coal,
                    Oil      Oil                  Gas
    Plant          & Gas    & Gas      Hydro    Turbine   Total
                           (Megawatts)
Lovett Plant
 Unit 3             63.0                                    63.0
 Units 4 & 5                 399.6                         399.6

Hydro Plants
 Swinging Bridge
 Mongaup, Rio and
 Grahamsville                           43.8                43.8

Gas Turbine Plants
 Hillburn and
 Shoemaker                                        74.0      74.0

Bowline Point Plant
 Units 1 & 2       400.6                                   400.6
                   463.6     399.6      43.8      74.0     981.0

*For a description of the Company's generating plants, see
 Electric Generating Facilities" in Item 2 of this Form 10-K
 Annual Report.

The Company's principal generating plants use natural gas, coal,
or oil as their primary fuels.  This tri-fuel strategy enables
the Company to control, to some extent, the risks associated with
one of the most volatile components of electric production costs
based on fuel price and fuel availability.  In addition, the
Company's fuel strategy has enabled it to reduce its dependence
on oil through the use of coal as the primary fuel for the Lovett
Plant's two largest generating units and incorporates economy
power purchase from other systems when such purchases are less
expensive than generation. There are, however, certain factors
which affect fuel price and availability which are beyond the
control of the Company. These factors include the domestic and
international fuel supply situation, environmental regulations,
conservation measures and the availability of alternative fuels.
Electricity available for sale is a mix of Company generation by
various fuel types, supplemented by purchased power when such
power is available at a price lower than the price of generation
or is needed to meet load requirements.  Details for the years
1992 through 1996 are as follows:

                     1992     1993     1994     1995    1996
     Gas              21%     16%      23%      23%       8%
     Coal              33      33       36       27       33
     Oil               10       5        6        7        1
     Hydro              3       4        3        3        4
     Purchased Power   33      42       32       40       54

       Total         100%    100%     100%     100%     100%

Gas - Natural gas is used as fuel for electric generation at the
Company's Lovett and Bowline Point Plants and at the Hillburn and
Shoemaker Gas Turbine Plants when it is available and economic.
Substantially all of the gas used in electric generation is
acquired through spot market purchases.  During 1996, the Company
used significantly lower volumes of natural gas for boiler fuel
at both its Lovett Plant and the Bowline Point Plant than in
previous years due to the higher market price of gas in relation
to other fuels.  The Company expects to continue to use natural
gas in the Lovett Plant and the Bowline Point Plant during 1997,
whenever such gas is more economical than alternative fuels.  In
1996, the Company used 2.3 billion cubic feet ("Bcf") and 2.0 Bcf
of gas, respectively, at the Lovett Plant and the Bowline Point
Plant.

Coal - The low sulfur coal (1.0 lbs - SO2 per million British
Thermal Unit ("MMBTU")) used in Lovett Plant Units 4 and 5 is
supplied to the Company primarily through a long term contract
with Massey Coal Sales Company, Inc.  The Company maintains the
ability to purchase alternative fuel in place of coal whenever it
is in its best interest to do so.  The coal burned in the Lovett
Plant is low in ash (typically 8%) and high in BTU content (26
MMBTU's per ton).  During 1996 coal was the predominant fuel
burned at the Lovett Plant, and the Company expects it to be the
predominant fuel burned during 1997.  Information regarding the
Company's coal supply contract is contained in Note 12 of the
Notes to Consolidated Financial Statements under the caption
"Coal Supply Contracts" on page 27 of the 1996 Annual Report to
Shareholders, which material is incorporated by reference in this
Form 10-K Annual Report.

Oil -  The Company has the ability to burn oil at all of the
generating units at the Lovett Plant and the Bowline Point Plant.
The Company purchased no oil for its Lovett Plant in 1996 and
does not anticipate purchasing any significant quantity of fuel
oil for the Plant in 1997.  Con Ed supplies #6 fuel oil (0.37%
maximum sulfur content by weight) to the Bowline Point Plant
under a contract between it and the Company.  Pursuant to that
contract, Con Ed has also agreed to provide a backup oil supply
for the Company's Lovett Plant under certain conditions.

Hydro - Water for the operation of the Company's Mongaup River
Hydro Plants is controlled by the Company through the ownership
of the necessary land in fee or through easements.  In the case
of the Company's Grahamsville Hydro Plant, water is obtained
under contract with the City of New York Board of Water Supply.
This contract, which expires in 2005, entitles the Company to 8.1
Bcf of free water each year.  In 1996, the total amount of water
used was 15.5 Bcf.  Of this total, 7.4 Bcf was billed at varying
rates based on an average cost of all fuels used in power
generation.

Purchased Power - The Company's practice regarding purchased
power is to supplement the Company's electric generation by
purchasing both capacity and energy when needed to meet load and
reserve requirements and also when such power is available at a
price lower than the cost of production.  Details regarding
purchased power are contained under the captions "Generating
Capacity and Purchased Power" and "Future Energy Supply and
Demand" in this Item 1.

Additional information regarding fuel and purchased power costs,
including a description of the fuel adjustment clauses contained
in the Company's tariff schedules, is contained in the 1996
Annual Report to Shareholders in the "Review of the Company's
Results of Operations and Financial Condition" under the caption
"Electric Energy Costs" on page 11 and in Note 1 of the Notes to
Consolidated Financial Statements under the caption "Fuel Costs"
on page 21, which information is incorporated by reference in
this Form 10-K Annual Report.

Future Energy Supply and Demand.  The Company continues to be
committed to meeting customer energy needs by providing reliable
energy service at the lowest prudent cost and in an
environmentally sound manner.  The transition to a competitive
business environment may affect the traditional vertically
integrated utility structure and will necessitate changes in the
way the Company provides for the power needs of its customers.
As a result, this section should be read in conjunction with the
disclosures regarding competition in the electric utility
industry, which can be found in this Form 10-K Annual Report in
Item 1 under the caption "Utility Industry Risk Factors and
Competition" and in Item 3, Legal Proceedings, under the caption
"Regulatory Matters - Competition."

Through its Integrated Resource Plan the Company has responded to
the changes that have occurred in the utility industry and has
incorporated a significant number of conservation and demand
reduction alternatives as well as purchased power into its energy
strategy.  The Company's Demand Side Management ("DSM") program
involves efforts to control electric peak demand and energy
usage, and addresses the need to improve plant utilization by
making customer demand more complementary, over time, to the
available capacity.  DSM programs are available to all market
segments.  Through December 31, 1996, DSM efforts have reduced
the annual need for increased energy of 240,000 Mwh through
programs administered by the Company and by RECO as well as
through contracts with outside energy service companies pursuant
to the competitive bidding program.  The costs of DSM programs
are recoverable on a current basis in both the New York and New
Jersey service territories.  Additional information regarding the
recovery of DSM costs, is contained under the captions "Electric
Sales and Revenues" and "Other Utility Operating Expenses and
Taxes" in the "Review of the Company's Results of Operations and
Financial Condition" on pages 11 and 12, respectively, of the
1996 Annual Report to Shareholders, which material is
incorporated by reference in this Form 10-K Annual Report.

The Company's Supply Side Management program involves the
acquisition of future increments of capacity and energy as needed
to meet anticipated load and reserve requirements and, in
particular, to reduce the cost of electricity to the Company's
customers.  With regard to future purchases of capacity,
contracts are in place with the NYPA, NAEC and PSE&G.  The NYPA
agreement for firm purchases from the Gilboa Facility, which
provides for 25 Mw of year-round capacity, will be in effect
through April 2015.  The agreement with NAEC will provide
capacity ranging between 100 Mw and 150 Mw through October 1998,
with an option to extend the contract through October 2001.  In
addition, a firm purchased power agreement with PSE&G will
provide between 100 Mw and 200 Mw of capacity during the contract
term which extends through October 2000.  At the option of the
Company, additional capacity purchases are available throughout
the term of the PSE&G contract which, together with the firm
contract capacity, would bring the total capacity available under
the PSE&G contract to between 300 Mw and 400 Mw.  Information
regarding future payments under capacity purchase contracts is
contained in Note 12 of the Notes to Consolidated Financial
Statements under the caption "Power Purchase Agreements" on page
27 of the 1996 Annual Report to Shareholders, which information
is incorporated by reference in this Form 10-K Annual Report.

Regarding future purchases of energy, the Company's contract with
NAEC provides for a minimum of 1.3 million megawatt hours of firm
economy purchases during the winter capability periods beginning
with the 1995/1996 period and ending with the 1997/1998 winter
period.  In addition, the Company will continue to take an
aggressive posture in securing economic increments of purchased
power, particularly through interchange transactions, short-term
firm contracts and spot purchases.

During 1994 and 1995, the Company negotiated termination
agreements with three independent power producers scheduled to
provide capacity and energy to the Company in the late 1990's.
The costs associated with the termination of these contracts have
been approved for recovery by the New York State Public Service
Commission ("NYPSC") and the New Jersey Board of Public Utilities
("NJBPU").  Information regarding these costs is contained in the
"Review of the Company's Results of Operations and Financial
Condition" under the caption "Other Utility Operating Expenses
and Taxes" and in Note 1 of Notes to Consolidated Financial
Statements under the caption "IPP Settlement Agreements" on pages
12 and 22 of the 1996 Annual Report to Shareholders, which
material is incorporated by reference in this Form 10-K Annual
Report.

Gas Operations

The Company distributes purchased natural gas, supplemented at
times of peak load by gas produced in its propane air gas plants.

As of December 31, 1996, the gas distribution system included
1,732  miles of mains.  The highest historical maximum daily gas
sendout of 206,038 thousand cubic feet ("Mcf") occurred on
January 19, 1994.

Supply, Transportation and Storage.  The Company has firm, long-
term gas supply contracts with seven gas producers.  Together
these contracts account for all of the Company's base load gas
requirements and include a contract with a Canadian producer
which accounts for approximately 28% of firm contracted supply
and expires in the year 2002.  Contracts for the remaining 72% of
the Company's firm gas supply have been executed with six
domestic producers.  Two of these contracts are scheduled to
expire in 1997, and it is anticipated that replacement gas
supplies will be negotiated.  The remainder have expiration dates
ranging between 1998 and 2010.  All of the gas supply contracts
contain options for renewal and certain of the agreements contain
"re-opener" provisions which allow the Company to modify price
and operating terms under certain conditions.  This flexibility
will ensure the reliability of the Company's gas supply while
allowing the Company to enhance its supply portfolio as market
opportunities arise.

In addition to its long-term contracted supply sources, the
Company purchases spot gas from producers primarily for use in
electric generation.  During 1996, the Company made spot
purchases of approximately 6.3 million Mcf of gas or 19% of the
total gas supply.

To supplement purchased gas, the Company manufactures gas at its
propane air gas plants located in Middletown, Orangeburg and
Suffern, New York which have a combined capacity of 30,600 Mcf
per day of natural gas equivalent.  This capacity, together with
gas purchases under contracts between the Company and its
suppliers, is expected to provide adequate peak day supplies to
serve existing customers.  Any additional increments of new
supply which may be required will be negotiated.

In addition to the gas supply contracts, the Company has provided
for the transportation of gas through firm, long-term
transportation agreements with four major pipeline companies:
Tennessee Gas Pipeline Company ("Tennessee"), Columbia Gas
Transmission Corporation ("Columbia"), Algonquin Gas Transmission
Company ("Algonquin") and Texas Eastern Transmission Corporation
("Texas Eastern").  The transportation agreement with one of
these pipelines will expire during November 2000.  The other
three firm transportation contracts have expiration dates from
2004 through 2012.  The Company also has entered into
interruptible transportation agreements with the same pipeline
companies.  All transportation contracts contain options for
renewal.

With regard to gas storage, the Company also has long-term gas
storage contract arrangements with Tennessee, Columbia and Texas
Eastern. The earliest expiration date of any of these storage
contracts is 2000 and all storage contracts contain options for
renewal.  In addition, the Company has reserved capacity in an
innovative gas storage project operated by Avoca Natural Gas
Storage.  The storage facility, which will be available in late
1998, uses leached-out caverns in underground salt beds to create
a storage reservoir and is designed for fast withdrawal and
refill capacity which will enhance the Company's ability to meet
incremental peak day gas requirements.

As noted earlier, the Company's maximum daily sendout of gas
occurred during January 1994 and amounted to 206,038 Mcf.  This
compares to the maximum daily gas delivery capability of 225,839
Mcf which is available from the following sources:  direct
purchases - 118,471 Mcf; storage withdrawals - 76,768 Mcf; and
Company manufactured gas - 30,600 Mcf.

Additional information regarding gas supply and gas storage
contracts is contained in Note 12 of the Notes to Consolidated
Financial Statements under the caption "Gas Supply and Storage
Contracts" on page 26 of the 1996 Annual Report to Shareholders,
which material is incorporated by reference in this Form 10-K
Annual Report.

Transportation for Others.  The Company provides gas
transportation services for end users in its service territory
who elect to obtain their own direct gas supplies.  During 1996,
approximately 3.0 Bcf of gas were transported for such end users.

Pipeline Capacity and Off-System Sales.  As a result of the
provisions of Federal Energy Regulatory Commission ("FERC")
Orders 636 and 63, and in conjunction with the NYPSC Order in
Case 92-G-0050, the Company has marketed excess pipeline
transmission capacity and has retained certain profit levels
attributable to both the marketed capacity and to off-system gas
sales.  Information regarding these items is contained in the
"Review of the Company's Results of Operations and Financial
Condition" under the caption "Gas Sales and Revenues" on page 12
of the 1996 Annual Report to Shareholders, which information is
incorporated by reference in this Form 10-K Annual Report.

Take-or-Pay Surcharge Costs and FERC Order No. 636 Transition
Costs.  As a result of a 1987 FERC order, as well as other legal
and regulatory actions since that time, the Company has deferred
certain gas supplier take-or-pay costs.  A settlement with the
NYPSC in Case 88-G-062 granted the Company full recovery of its
take-or-pay liability over an amortization period which extends
to March 1999.

In addition, certain costs incurred by gas pipeline companies in
complying with FERC Order No. 636 have been approved, by the
FERC, for allocation to distribution companies, including the
Company.  It is currently estimated that the Company's obligation
related to Order No. 636 transition costs will amount to $34.6
million, of which $25.1 million has been paid through December
31, 1996.

Information regarding take-or-pay charges and FERC Order No. 636
transition costs, including the recoverability of these costs
under the Company's rate structure, is contained under the
caption "Gas Energy Costs" in the "Review of the Company's
Results of Operations and Financial Condition", in Note 1 of the
Notes to the Consolidated Financial Statements under the caption
"Rate Regulation" and in Note 12 of the Notes to Consolidated
Financial Statements under the caption "Gas Supply and Storage
Contracts" on pages 12, 21 and 26, respectively, of the 1996
Annual Report to Shareholders, which material is incorporated by
reference in this Form 10-K Annual Report.  Reference is also
made to Item 3, "Legal Proceedings", of this Form 10-K Annual
Report.

Information regarding the status of competition in the gas
distribution industry, particularly NYPSC Orders approving gas
utility restructuring plans, is contained in the "Review of the
Company's Results of Operations and Financial Condition" under
the caption "Rate Activities" on page 14 of the 1996 Annual
Report to Shareholders, which information is incorporated by
reference in this Form 10-K Annual Report.  Reference is also
made to information contained under the caption "Utility Industry
Risk Factors and Competition" in this Item 1.

Diversified Activities

Both the Company and RECO have certain non-utility subsidiaries
which engage in the following diversified, non-regulated business
activities:  gas marketing, energy services, investment in
business ventures and land development.  The Company's
Consolidated Financial Statements, which are incorporated in this
Form 10-K Annual Report by reference to the Company's 1996 Annual
Report to Shareholders, include the results of operations of all
diversified activities.  In addition, the diversified activities
are considered to be a reportable business segment, due to the
fact that the gross operating revenues of the non-regulated
business activities, which are primarily attributable to the gas
marketing activities, account for more than 10 percent of the
Company's total consolidated gross revenues.  The nature of the
gas marketing business is such, however, that the net earnings
realized from this activity, and from all non-regulated
activities combined, are not material.  In addition, neither the
assets of the non-regulated businesses nor the continued
operation of the non-regulated business lines are material to the
operations of the Company.  For these reasons, the disclosure
related to the Company's diversified activities, as prescribed by
Regulation S-K, has, with few exceptions, been omitted from other
sections of this Form 10-K Annual Report.

Capital contributions to the non-utility subsidiaries by the
Company and RECO are borne by the shareholders.  Any profits,
losses, or tax savings from investments in non-utility
subsidiaries accrue to the shareholders and are not included in
the cost of service for ratemaking purposes.  A description of
the non-utility subsidiaries of the Company and RECO follows.

Saddle River Holdings Corp.  SRH, a wholly-owned subsidiary of
RECO, was established for the purpose of investing in non-utility
business ventures and, through an indirect subsidiary, NMI, is
currently engaged in natural gas marketing.  NMI is the general
partner of NORSTAR Partnership and the limited partner is Shell
NORSTAR Inc., a wholly-owned subsidiary of Shell Gas Trading
Company, a Delaware corporation.  The NORSTAR Partnership
currently provides natural gas to industrial, commercial and
institutional end users, gas distribution companies, gas
marketing companies and electric generating facilities in 14
states and Canada.  In addition, during 1996, the NORSTAR
Partnership sold its gas pipeline operations.  As a result of the
continued under-performance of the NORSTAR Partnership, during
1996 the focus of the NORSTAR Partnership's business activities
began to be redirected from a large volume/low margin customer
base to a low volume/higher margin customer base.  This
reorganization is aimed at increasing customers, sales and
margins and will be fully implemented during 1997.  Additional
information regarding NORSTAR Partnership is contained in the
"Review of the Company's Results of Operations and Financial
Condition" under the captions "Financial Performance" and
"Diversified Activities" on pages 10 and 13 of the 1996 Annual
Report to Shareholders, which information is incorporated by
reference in this Form 10-K Annual Report.

A subsidiary of NHI, Millbrook, pursuant to a long-term leasehold
agreement, holds for sale or lease approximately twelve acres of
non-utility real estate in Morris County, New Jersey.  In
December 1995 the Company adopted a plan to sell the Millbrook
real estate and wrote-down its investment.  Broadcasting
activities were conducted through AMB, a subsidiary of SRH which
owned six radio stations.  At December 31, 1995 the sales of all
broadcasting properties had been completed.  Additional
information regarding the sale is contained in Note 1 of the
Notes to Consolidated Financial Statements under the caption
"Sale of Broadcast Properties" on page 22 of the 1996 Annual
Report to Shareholders, which information is incorporated by
reference in this Form 10-K Annual Report.

During 1996, two additional companies were formed as subsidiaries
of SRH.  Compass Resources, Inc., a Delaware corporation was
formed to invest in energy technology ventures and in new energy
processes.  Palisades Energy Services, Inc., also a Delaware
corporation, was formed to market energy products and services.
Both companies will begin operations in early 1997.

Clove Development Corporation.  Clove, a wholly-owned subsidiary
of the Company, holds approximately 5,200 acres of real estate,
located primarily in the Mongaup Valley region of Sullivan
County, New York.  Historically, Clove's revenues have been
derived primarily from the sale of timber and sand, property
rentals and periodic sales of land.

Certain portions of Clove's property lend themselves to
recreational development.  Two small subdivisions have been
developed and substantially sold off.  A third development,
Lakeside Forest at Swinging Bridge, is actively being marketed,
with nine lots having been sold through 1996.

O&R Development, Inc..  ORD, a wholly-owned subsidiary of the
Company, was established to promote industrial and corporate
development within the Company's service territory by providing
improved sites and buildings.  ORD's activities are aimed at
attracting new business and industry to the Company's service
territory, which would spread fixed costs for electricity and gas
over a wider customer base.

ORD owns Interchange Commerce Center ("ICC Project"), a 300 acre
tract of land in Orange County, New York.  The ICC Project has
governmental approvals for the development of 2.7 million square
feet of light industrial, office, warehouse and retail space.
Approximately 2,000 linear feet of street and utilities have been
installed, and two buildings, owned by ORD, totaling over 200,000
square feet have been completed and fully leased.

O&R Energy Development, Inc.  ORED, a wholly-owned subsidiary of
the Company, was engaged in oil and gas production through
ownership interests in producing wells in Texas, Mississippi,
Ohio and Pennsylvania.  During 1995, ORED's net investment in
producing properties was written down and all of ORED's oil and
gas interests were sold effective December 1, 1995.  ORED  ceased
operations during 1996.

Additional information regarding the non-utility subsidiaries of
the Company and of RECO is contained in the Annual Report to
Shareholders, which information is incorporated by reference in
this Form 10-K Annual Report, as follows:  in the "Review of the
Company's Results of Operations and Financial Condition"
beginning on page 10 under the captions "Financial Performance"
and "Diversified Activities"; and in the Notes to Consolidated
Financial Statements beginning on page 21 in Note 1 under the
captions "Principles of Consolidation" and "Sale of Broadcast
Properties", in Note 9, "Fair Value of Financial Instruments"
under the caption "Gas Futures Contracts" and in Note 13,
"Segments of Business".

Construction Program and Financing

Construction Program.  The construction expenditures, excluding
allowance for funds used during construction, of the Company and
its utility subsidiaries for 1997 are presently estimated at
approximately $57.7 million, which consist primarily of routine
projects for capital replacements or system betterments and do
not include any additions to generating capacity.  The Company's
construction program is under continuous review and the estimated
construction expenditures are, therefore, subject to periodic
revision to reflect, among other things, changes in energy
demands, economic conditions, environmental regulations, changes
in the timing of construction activities, the level of internally
generated funds and other modifications to the construction
program.

Information regarding the Company's construction program is
contained under the caption "Liquidity and Capital Resources" in
the "Review of the Company's Results of Operations and Financial
Condition" and under the caption "Construction Program" in Note
12 of the Notes to Consolidated Financial Statements on pages 13
and 26, respectively, of the 1996 Annual Report to Shareholders,
which material is incorporated by reference in this Form 10-K
Annual Report.

Financing.  The Company has historically used short-term
borrowings in the form of commercial paper to finance
construction expenditures when such expenditures exceeded
internally generated funds and to finance short-term working
capital requirements.  Short-term borrowings undertaken for
construction expenditures are periodically repaid with internally
generated funds and the proceeds of long-term debt and equity
offerings.

At December 31, 1996, the Company and its utility subsidiaries
had unsecured bank lines of credit totaling $100.0 million.
Commercial paper borrowings, which are supported by such credit
lines, amounted to $82.4 million at year end.  Additional
information regarding the Company's short-term debt position is
contained in Note 8 of the Notes to Consolidated Financial
Statements - "Cash and Short-Term Debt" on page 24 of the 1996
Annual Report to Shareholders, which material is incorporated by
reference in this Form 10-K Annual Report.

On February 4, 1997, RECO issued $20 million of First Mortgage 7
1/8% Bonds, Series J, due February 1, 2007 ("Series J Bonds").
The proceeds from the issuance of the Series J Bonds, together
with other RECO funds, will be used to refund, in March 1997,
RECO's $20 million First Mortgage 9.59% Bonds, Series H.  The
Company currently has no plans for the issuance of additional
debt or equity securities and it is expected that capital
requirements,  with the exception of $78 million of long-term
debt which will mature during 1997 and is expected to be
refinanced, will be met primarily with funds from operations,
supplemented with short-term debt as required.  In addition, the
Company will continue to examine the potential for reducing the
cost of debt through the evaluation of debt refinancings.

The non-utility subsidiaries of the Company and RECO also
maintain certain lines of credit and undertake long and short-
term borrowings or make investments from time to time.  NORSTAR
Partnership maintains a $20 million line of credit with one
commercial bank under which there was $2.0 million in letters of
credit and $1.0 million in notes outstanding at December 31,
1996.  Non-utility temporary cash investments amounted to $1.3
million at December 31, 1996.

For a description of the non-utility subsidiaries of the Company
and of RECO, see "Diversified Activities" in Item 1 of this Form
10-K Annual Report.

Additional information regarding liquidity is contained under the
caption "Liquidity and Capital Resources" in the "Review of the
Company's Results of Operations and Financial Condition" and in
Note 7 of the Notes to Consolidated Financial Statements - "Long-
Term Debt" on pages 13 and 23, respectively, of the 1996 Annual
Report to Shareholders, which material is incorporated by
reference in this Form 10-K Annual Report.

Information regarding certain financial statistics of the Company
is contained under the caption "Financial Statistics" on page 32
of the 1996 Annual Report to Shareholders, which material is
incorporated by reference in this Form 10-K Annual Report.

Credit Ratings.  The current ratings of the Company's principal
securities and its commercial paper are as follows:

                        Moody's     Standard   Duff and Phelps
                       Investor's   & Poor's      Credit
                      Service, Inc.   Corp.    Rating Company

First Mortgage Bonds      A3          A-            A
Pollution Control Bonds   Baa1        A-            A-
Unsecured Debt            Baa1        A-            A-
Preferred Stock           baa1        BBB+          BBB+
Commercial Paper          P-2         A-2           D-1-

The Company's credit ratings are subject to periodic revision or
withdrawal by the particular rating agency, and each rating
should be evaluated independently of any other rating.  The
ratings assigned to the Company's securities by the rating
agencies are not a recommendation to buy, sell or hold the
Company's securities, but rather are assessments of the
respective credit-worthiness of the Company's various securities
by the rating agencies.  The Company's bonds have an upper medium
grade credit rating, its preferred stock has a lower medium grade
credit rating and its commercial paper has an upper medium grade
credit rating.

Regulatory Matters

A description of the general character of rate regulation and its
effect on the financial statements of the Company and its utility
subsidiaries, including a disclosure of the Company's regulatory
assets, is contained in Note 1 of Notes to Consolidated Financial
Statements under the caption "Rate Regulation" on page 21 of the
1996 Annual Report to Shareholders, which information is
incorporated by reference in this Form 10-K Annual Report.

State Regulation.  The Company and its utility subsidiaries are
subject to the jurisdiction of state commissions in their
respective states of incorporation.  The state commissions have
the authority to regulate, among other things, rates, services,
the issuance of securities and accounting and depreciation
procedures.  The Company is subject to the jurisdiction of the
NYPSC, which covers approximately 77% of consolidated utility
energy sales.  RECO is subject to the jurisdiction of the NJBPU,
which covers approximately 21% of consolidated utility energy
sales.  Pike is subject to the jurisdiction of the Pennsylvania
Public Utility Commission ("PAPUC"), which covers approximately
1% of consolidated utility energy sales.  Sales for resale, which
are subject to regulation by the FERC, accounted for 1% of
consolidated utility energy sales.

Federal Regulation.  The Company, pursuant to an order of the
Securities and Exchange Commission, has been exempted from all of
the provisions of the Public Utility Holding Company Act of 1935,
except Section 9(a)(2) thereof relating to the acquisition of
securities of other public utility companies.

The Company and its utility subsidiaries are subject to the
jurisdiction of the FERC as "public utilities".  This regulation
primarily relates to sales and exchanges of electricity for
resale, certain transportation, sales and exchanges of natural
gas under the Natural Gas Act, Company sales to its utility
subsidiaries and certain other matters including accounting,
recordkeeping and reporting.

Other Regulation.  The Company and its utility subsidiaries are
also subject to regulation by various other Federal, state,
county and local agencies under numerous regulations dealing
with, among other things, environmental matters, energy
conservation, long-range planning, fuel use, plant siting and gas
pricing.

Current Rate Activities.  Information regarding the current rate
filings of the Company and its utility subsidiaries, including
the impact which the recent events affecting the Company had on
the rate proceedings of the Company and its utility subsidiaries,
is contained under the caption "Rate Activities" in the "Review
of the Company's Results of Operations and Financial Condition"
on page 14 of the 1996 Annual Report to Shareholders, which
information is incorporated by reference in this Form 10-K Annual
Report.  Information regarding NYPSC proceedings dealing with
certain "take-or-pay" gas contract costs and FERC Orders 636 and
63 is contained in the 1996 Annual Report to Shareholders in the
"Review of the Company's Results of Operations and Financial
Condition" under the captions "Gas Sales and Revenues" and "Gas
Energy Costs" beginning on page 12 and in Note 12 of the Notes to
Consolidated Financial Statements under the caption "Gas Supply
and Storage Contracts" on page 26, which information is
incorporated by reference in this Form 10-K Annual Report.

Competitive Proceedings.  Regulatory agencies at the Federal
level as well as the three states in which the Company has retail
electric franchises are currently evaluating changes in
regulatory and rate-making practices designed to promote
increased competition consistent with safety, reliability and
affordability standards.  Depending on future developments in
this area, the Company's market share and profit margins could
become subject to competitive pressures in addition to regulatory
constraints.  A discussion of the current Federal and state
competitive initiatives is contained in Item 3, Legal Proceedings
of this Form 10-K Annual Report under the captions "Restructuring
Litigation" and "Regulatory Matters - Competition".  Reference is
also made to the caption "Utility Industry Risk Factors and
Competition" in this Item 1.

Rate Cases.  During the five year period ending December 31,
1996, the Company and its utility subsidiaries have sought rate
changes to cover the impact of changing costs.  The amounts of
rate changes approved by the NYPSC, NJBPU and PAPUC are set forth
in the following table.


                   Historical Base Rate Cases
                           1992 - 1996

                          Annual Amount   Overall Rate  Return on
  Class of    Effective      ($000's)      of Return      Equity
  Service        Date   Requested  Granted  Granted (%)  Granted (%)

Electric - N.J. 01/24/92  12,863     5,100   10.17       12.0
Electric - N.Y. 05/01/92     (a)     5,548      - (a)      -  (a)
Gas - N.Y.      12/15/92   7,962     3,776   10.04(b)    11.65(b)

Electric - N.J. 01/01/93     (c)     1,685      -          -
Electric - N.Y. 05/01/93     (d)       691      -          -
Electric - P.A  06/11/93     498       270      - (e)      - (e)
Gas - P.A.      06/25/93      36        12      - (e)      - (e)

Electric - N.Y. 07/01/94     (f)       -0-      - (g)      - (g)
Gas - N.Y.      11/04/94     (h)       (h)      - (h)      - (h)

Electric - N.Y. 05/01/95     (i)       -0-      -          -
Electric - N.Y. 08/01/95 (6,112)   (6,112)      - (j)    11.3%(j)

Electric - N.Y. 05/03/96     (k)   (7,750)    8.79       10.4

(a)The first post rate year filing made in accordance with the
   NYPSC Order in the Company's 1989 electric base rate case
   provided for the recovery in base rates of inflation on non-
   fuel operation and maintenance expenses, rate base additions
   and cost of capital.  The base rate increase amounted to
   $5,548,000.  In addition, the Company was permitted to
   recover a one-time surcharge of $1,869,000 which represents a
   net undercollection resulting from the reconciliation of
   revenue and expenses and earned incentives for the year 1991
   as provided for in the 1989 Order.

(b)Under a multi-year gas rate agreement (1993-1996), the
   Company was provided with an opportunity to earn a return on
   common equity of 12.15% through the achievement of incentives
   related to its main replacement program, gas efficiency
   programs and gas marketing programs.

(c)Rate increase as ordered by the NJBPU to reflect the effect
   of revised legislation regarding gross receipts and franchise
   taxes.  Rate recovery with interest is permitted over a ten-
   year period.

(d)The second post rate year filing made in accordance with the
   NYPSC Order in the Company's 1989 electric base rate case
   provided for the recovery of inflation on non-fuel operation
   and maintenance expenses, rate base additions and cost of
   capital.  The base rate increase amounted to $691,000.  In
   addition, the Company was permitted to replace the $1,869,000
   one-time surcharge with a one-time surcharge of $10,617,000
   which represents a net undercollection resulting from the
   reconciliation of revenue and expenses and earned incentives
   for the year 1992 as provided for in the 1989 Order.

(e)No redetermination of the rate of return on common equity was
   made under a stipulated agreement.  The implied return on
   common equity is 12.00%, and the implied overall rate of
   return is 9.98%.

(f)The third post rate year filing made in accordance with the
   NYPSC Order in the Company's 1989 electric base rate case
   allowed the Company to replace the $10,617,000 one-time
   surcharge with a one-time surcharge of $7,721,000 which
   represents a net undercollection resulting from the
   reconciliation of revenue and expenses and earned incentives
   for the year 1993 as provided for in the 1989 Order.

(g)By means of its Order dated June 10, 1994, the NYPSC, among
   other things, continued the Revenue Decoupling Mechanism
   ("RDM") and reduced the return on equity threshold for
   measuring excess earnings from 12.0% to 10.6%.  The Company
   was required to defer earnings in excess of 10.6%.

(h)On November 4, 1994, the NYPSC issued an order terminating
   the multi-year gas rate agreement.  The order denied the
   Company the opportunity for rate adjustments in the third and
   fourth years (1995 and 1996) of the agreement.  On February
   7, 1995, the Accounting and Finance Division of the NYPSC
   issued an interpretation of the November 4, 1994 termination
   order which stated that the gas incentive mechanism related
   to the attainment of certain goals is no longer available.
   The Company did not contest this interpretation.

(i)On February 17, 1995, the Company submitted a compliance
   filing regarding the operation of the RDM.  The filing
   included a proposal to eliminate the $7,721,000 effective May
   1, 1995 reflecting the completion of the recovery of an RDM
   undercollection applicable to the year 1993.  In addition,
   the filing requested that a net overcollection of $689,000
   for the year 1994 be retained by the Company as a future rate
   moderator, subject to NYPSC verification.  On April 19, 1995,
   the NYPSC approved the proposals, and the one-time surcharge
   was eliminated effective May 1, 1995.

(j)On May 25, 1995, the Company filed a petition to reduce base
   electric rates by $6.1 million (1.8%) effective April 1,
   1996.  In accordance with a settlement agreement the Company
   agreed to reduce its base rates by $6.1 million annually
   effective August 1, 1995.  The settlement replaces the 10.6%
   earnings limitation imposed by order issued June 10, 1994
   with equal sharing between shareholders and customers of
   electric earnings in excess of 11.3%.

(k)Pursuant to the settlement of the May 25, 1995 electric base
   rate case, the Company, effective May 3, 1996, reduced base
   electric rates by an additional $7,750,000.  The return on
   equity granted was 10.4%, with a 50%/50% sharing mechanism
   applicable to any earnings above 10.9%.

Utility Industry Risk Factors and Competition

The electric and gas utility industry is exposed to many of the
general business and financial risks which affect all industries
on a local, national or international level.  It is also exposed
to business and financial risks that are particular to the
provision of utility services and to operating a business in a
regulated environment.  In particular, the industry is exposed to
risks relating to, among other things, increasing competition in
the wholesale power markets and a move to competition in the
retail sector; uncertainties regarding the transition mechanisms,
both operating and financial, as the industry moves to
deregulation, including the potential for stranded, or non-
recoverable costs; increases in fuel costs and uncertainties as
to fuel supplies; numerous environmental restrictions, including
potential liabilities for environmental matters; regulatory
constraints, including the timing and adequacy of rate relief;
increases in the cost of, and delays in, construction in an
industry which is fixed-asset intensive; the attraction of
capital in an industry which is capital intensive; the effects of
energy conservation and weather related sales fluctuations, both
of which have the potential of causing revenue erosion; and the
requirement to provide for growth in demand for energy services.

In addition, there are competitive factors present in the
electric and gas industry which affect utility companies in
varying degrees.  Among these are the use by interruptible or
dual-fuel customers of lower priced alternative fuels; the
establishment of municipal distribution agencies; the ability of
gas producers to sell gas directly to end users, usually through
an independent gas marketer; the presence of cogenerating
systems, small power producers and independent power producers;
and the increasing interest in, and research on, the development
of energy sources other than those now in use.  In addition,
regulatory agencies in the three states in which the Company has
retail electric franchises are currently evaluating changes in
regulatory and ratemaking practices designed to promote increased
competition.  Depending on future development in this area, the
Company's market share and profit margins are expected to become
subject to competitive pressures in addition to regulatory
constraints.

As the industry moves to increased competition and potential
deregulation, the Company has taken an active role in the
competitive opportunities proceedings in the states in which it
operates and has worked extensively with industry groups and the
NYPP in designing the future framework for the utility industry.
Information regarding the competitive initiatives undertaken by
the FERC, the NYPSC, the NJBPU and the PAPUC as well as the
Company's strategy for meeting the challenges of increased
competition is contained in Item 3, Legal Proceedings, of this
Form 10-K Annual Report under the captions "Restructuring
Litigation" and "Regulatory Matters - Competition".

The Company is committed to managing the risks which are present
in the changing utility environment.  Included in this strategy
are the maintenance of low construction and operating budgets and
avoiding external financing.  The Company's tri-fuel strategy
provides flexibility regarding fuel availability and pricing and
the continuance of fuel clause adjustment mechanisms in the rate
structures of the Company and its utility subsidiaries assures
fuel cost recovery on a current basis.  With regard to future
power supply, the Company will continue to utilize competitive
bidding procedures to mitigate the risks associated with the
Company's purchase of both electric capacity and energy,
particularly with regard to prudency determinations and cost
recovery, and to insure sufficient power supply to meet the
growth in demand.  Recent actions taken by the Company to
mitigate the risk of non-competitive future energy prices include
the write-off of two of the Company's older generating units and
the successful negotiation of termination agreements with three
independent power producers with whom the Company had power
supply contracts.

In addition, rate procedures which are in effect for the
Company's New York gas operations have the effect of mitigating
certain risks related to the effect of weather on the Company's
gas sales.  Information concerning the DSM program and the gas
weather normalization adjustment is contained under the caption
"Gas Sales and Revenues" in the "Review of the Company's Results
of Operations and Financial Condition" on page 12 of the 1996
Annual Report to Shareholders, which material is incorporated by
reference in this Form 10-K Annual Report.  Reference is also
made to the caption "Future Energy Supply and Demand" in this
Item 1.  A description of the Company's PowerPickT program is
also contained in the "Review of the Company's Results of
Operations and Financial Condition" under the caption "Rate
Activities" on page 14 of the 1996 Annual Report to Shareholders,
which material is incorporated by reference in this Form 10-K
Annual Report as well as in Item 3, Legal Proceedings, of this
Form 10-K Annual Report under the captions "Restructuring
Litigation" and "Regulatory Matters - Competition".

The problems associated with nuclear energy have not affected the
Company as it has no operating nuclear plants nor any under
construction, and has no plans for future participation in
nuclear projects.  For further information on the recovery by the
Company of its investment in the canceled Sterling Nuclear
Project, see Note 3 of the Notes to Consolidated Financial
Statements - "Sterling Nuclear Project" on page 23 of the 1996
Annual Report to Shareholders, which information is incorporated
by reference in this Form 10-K Annual Report.

Marketing

One of the Company's primary strategies in its response to the
increasingly competitive environment in the utility industry is
its focus on marketing activities.  The Company's marketing
strategies include organizational changes to better align
functional capabilities with customer needs, the identification
and offering to customers of new products and services, and, in
particular, during 1996 the implementation of the PowerPickT
retail pilot program.  This program, which is designed to provide
participants from all classes of customers with a choice to
select an energy supplier other than the Company, is described in
the 1996 Annual Report to Shareholders in the "Review of the
Company's Results of Operations and Financial Condition" under
the captions "Electric Sales and Revenue" on page 11 and "Rate
Activities" on page 14, which information is incorporated by
reference in this Form 10-K Annual Report.  Another primary focus
of the marketing strategy is to work more closely with commercial
and industrial customers in order to identify the business issues
which impact these customer classes.  This focus will continue to
drive new products, services and strategies which will be aimed
at retaining and expanding this customer base.

DSM activities will remain a major focus of the new marketing
strategies in the continuing effort to achieve energy efficiency
while helping customers to reduce their energy costs.  Emphasis
will continue to move from the customer rebate aspect of the DSM
programs to energy cost savings which may be realized through
these programs.  In addition, introducing new and emerging
technologies has been given new emphasis in the Company's
marketing strategy.

Environmental Matters

The Company is subject to regulation by Federal, state, county
and, to some extent, local authorities with respect to the
environmental effects of its operations, including regulations
relating to air and water quality, aesthetics, levels of noise,
hazardous wastes, toxic substances, protection of vegetation and
wildlife and limitations on land use.  In connection with such
regulation, various permits are required with respect to the
Company's facilities.  Generally, the principal environmental
areas and requirements to which the Company is subject are as
follows:

Water Quality.  The Company is required to comply with Federal
and State water quality statutes and regulations, including the
Federal Clean Water Act ("Clean Water Act").  The Clean Water Act
requires that Company generating stations be in compliance with
state issued State Pollutant Discharge Elimination System Permits
("SPDES permits"), which prescribe applicable conditions to
protect water quality.  Effective July 1, 1994, the State of New
York Department of Environmental Conservation (the "NYSDEC")
issued a new SPDES permit for the Company's Lovett Coal Ash
Management Facility.  The NYSDEC also has issued a SPDES permit,
effective October 1, 1991 for the Company's Lovett generating
station.  The Lovett SPDES permit expired  on October 1, 1996.
Since a renewal application was filed within the statutory
deadline, the expired permit remains in effect until a new permit
is issued by the NYSDEC.

The Bowline Point generating station currently operates under a
SPDES permit which expired on October 1, 1992.  This permit
remains in effect since a permit renewal application was filed on
April 3, 1992, which was within the statutory deadline for
renewal application.  The Company is now proceeding with the
State Environmental Quality Review Act ("SEQRA") process as part
of the permit renewal procedure.  The SEQRA process, and the
resulting delay in issuance of a new permit to the Company, has
had no practical impact on the operation of the Bowline Point
generating station.

The Company entered into a settlement with the United States
Environmental Protection Agency ("EPA") and others that relieved
the Company for at least 10 years from a regulatory agency
requirement that, in effect, would have required that cooling
towers be installed at the Bowline Point generating station.  In
return, the Company agreed to certain plant modifications,
operating restrictions and other measures.  This settlement
expired in May 1991.  On May 15, 1991, the Company and others
entered into an Interim Agreement with the NYSDEC to continue
specific operating conditions and other measures for a period
from May 15, 1991 to September 30, 1992.  Several intervenors to
the original settlement filed a civil action challenging the
Interim Agreement's legality.  On March 23, 1992, the parties to
the Interim Agreement and intervenors signed a Consent Order
terminating litigation and agreeing to certain operating
limitations and biological monitoring requirements.
Subsequently, the parties agreed to extend the terms of the
Consent Order until February 1, 1997.  The parties are currently
negotiating another extension of the Consent Order.  The parties
are continuing to abide by the terms of the Consent Order during
this negotiation process.

Air Quality.  Under the Federal Clean Air Act ("Clean Air Act"),
the EPA has promulgated national primary and secondary air
quality standards for certain pollutants, including sulfur
oxides, particulate matter and nitrogen oxides.  The NYSDEC has
adopted, and the EPA has approved, the New York State
Implementation Plan ("SIP") for the attainment, maintenance and
enforcement of these standards.  In order to comply with the SIP,
the Company burns #6 fuel oil at its Lovett and Bowline Point
generating stations with a 0.37% maximum sulfur content by
weight.

Pursuant to the SIP, the Company is governed by the following
limitations when it is burning coal at Lovett Units 4 and 5:  if
one unit is burning, the Company may emit sulfur dioxide at a
rate not to exceed 1.5 lb./MMBTU, and if two units are burning,
the Company may emit sulfur dioxide at a rate not to exceed 1.0
lb./MMBTU per unit.

The SIP provides a mechanism for air emissions fee billing
pursuant to Title V of the Clean Air Act.  The owners of Title V
sources in New York State, which sources include the Company's
Lovett and Bowline Point Plants, and the Shoemaker and Hillburn
Gas Turbines are required to pay an emission fee based upon
actual air emissions reported to NYSDEC at a rate of
approximately $27 per ton of air emissions.  In 1996, the Company
paid approximately $400,000 in such emission fees, approximately
$80,000 of which was recovered from Con Ed pursuant to the
Bowline Point Plant operating agreement.  In 1997, this emission
fee will be based on 1996 air emissions at a rate established by
the NYSDEC not to exceed $50 per ton.

The Clean Air Act Amendments of 1990 could restrict the Company's
ability to meet increased electric energy demand after the year
2000 or could substantially increase the cost to meet such
demand.  The Company has spent approximately $28.7 million to
comply with the Reasonably Available Control Technology ("RACT")
Phase I emissions limitations for nitrogen oxide established by
the NYSDEC to achieve ozone attainment.  New York and eleven
other member states of the Ozone Transport Commission have
entered into a Memorandum of Understanding which calls for the
states to adopt more stringent nitrogen oxide emissions limits
for Phases II and III reductions.  Phases II and III are to take
effect in 1999 and 2003, respectively.  The Company will continue
to assess the impact of the Clean Air Act Amendments of 1990 on
its power generating operations as additional regulations
implementing these Amendments are promulgated.

Toxic Substances and Hazardous Wastes.  The Federal Comprehensive
Environmental Response, Compensation and Liability Act of 1980,
as amended by the Superfund Amendments and Reauthorization Act of
1986 ("Superfund"), provides that both the owners and operators
of facilities where releases of hazardous substances into the
environment have occurred or are imminent, and the generators and
transporters of hazardous substances disposed of at the
facilities, are, regardless of fault, jointly and severally
liable for all response, removal and remedial action costs and
also for damages to natural resources.

As part of its operations, the Company generates materials which
are deemed to be hazardous substances under Superfund.  These
materials include asbestos and dielectric fluids containing
polychlorinated biphenyls ("PCBs"), both of which are disposed of
at licensed, off-site locations not owned by the Company.  Other
hazardous substances may be generated in the course of the
Company's operations or may be present at Company-owned
locations.

The Company has, from time to time, received process or notice of
claims under Superfund or similar state statutes relating to
sites at which it is alleged that hazardous substances generated
by the Company (and, in most instances, by a large number of
other potentially responsible parties) were disposed of.  Similar
claims may be asserted from time to time hereafter, involving
additional sites.  Typically, many months, and sometimes years,
are required to fully determine the probable magnitude of the
cleanup costs for a site, the extent, if any, of the Company's
responsibility, the number and responsibility of other parties
involved, the financial ability of the other parties to pay their
proportionate share of any costs, and the probable ultimate
liability exposure, if any, of the Company.  This process is
still under way at most of the sites of which the Company has
notice, and the costs at some of these sites may be substantial.
The Company does not believe that certain proceedings will have a
material effect on the Company, while as to others, the Company
is unable at this time to estimate what, if any, costs it will
incur.

Information concerning certain Superfund claims involving the
Company is included in Item 3, "Legal Proceedings" of this Form
10-K Annual Report.

Environmental Expenditures.  The Company's environmental
expenditures amounted to approximately $13.5 million in 1996.

Compliance with Federal, state and local laws and regulations
which have been enacted or adopted regulating the discharge of
materials into the environment or otherwise relating to the
protection of the environment is not anticipated to have a
material effect on the financial condition of the Company.

The Company's projected environmental expenditures are under
continuous review and are revised periodically to reflect changes
in environmental regulations, inflation, technology and other
factors which are beyond the control of the Company.  Although
the Company is unable to predict the ultimate impact of
environmental regulations on existing or proposed facilities or
on the operations of the Company, the Company believes that its
expenditures for compliance with environmental regulations will
be given appropriate rate treatment by the respective regulatory
commissions.

Information concerning environmental issues and their potential
effect on the Company's operations is included in Note 12 of the
Notes to Consolidated Financial Statements under the captions
"Other Legal Proceedings" and "Environmental" beginning on page
28 of the 1996 Annual Report to Shareholders, which information
is incorporated by reference in this Form 10-K Annual Report, as
well as in Item 3 "Legal Proceedings" of this Form 10-K Annual
Report.

Research and Development

The Company supports research and development agencies involved
in utility research, provides funds for joint utility research
projects and conducts its own internal program.  Research and
development expenditures amounted to approximately $2.6 million
in 1996, $2.9 million in 1995 and $3.8 million in 1994.

The Company provides support to national agencies such as the
Electric Power Research Institute and the Gas Research Institute.
At the state level, the Company supports the Empire State
Electric Energy Research Corporation, the New York State Energy
Research and Development Authority and the New York Gas Group
Research, Development and Demonstration Committee.

Generally, the Company's internal research and development
program concentrates on projects which uphold the corporate goal
of providing customers with new technologies that will optimize
the use of energy, thereby increasing the value of energy to the
customer.  The Company is committed to providing its customers
with safe, reliable electric energy at a competitive price and in
an environmentally acceptable manner.  The program includes
projects which seek improvement of transmission and distribution
systems, mitigation of environmental impacts of electric power
generation, and enhancement of the value of electric energy for
customers.  Current projects include an evaluation of the
performance characteristics of underground distribution cable, an
evaluation of the efficient use of electrotechnologies,
alternative methods to reduce fish impingement at power plants,
small business electrotechnologies studies, and power quality
monitoring and reporting.

Franchises

The Company and its utility subsidiaries, RECO and Pike, each
have municipal consents or franchises, together with their
corporate or charter powers, which give each of them the right to
carry on their respective operations in the territories served.
The municipal consents or franchises held by the Company and its
utility subsidiaries are not exclusive.  In certain
municipalities, the areas served by the Company, RECO and Pike
are limited either by the terms of the consents or franchises or
by order of the NYPSC, the NJBPU, or the PAPUC, respectively.
Under the present provisions of the State laws of New York, New
Jersey and Pennsylvania, no other private corporation can
commence public utility operations in any part of the territories
now served by the Company, RECO or Pike, respectively, without
obtaining a certificate of public convenience and necessity from
the applicable State utility commission.

A certificate of public convenience and necessity would not be
required with respect to a municipality furnishing electric or
gas service within its borders under the present provisions of
the State laws of New York, New Jersey or Pennsylvania.
Municipal corporations, upon compliance with the State laws of
New York, New Jersey or Pennsylvania, as applicable, are
authorized to acquire the public utility service of any public
utility company by purchase or by condemnation.  The Company does
not reasonably expect any municipal corporation to acquire the
public utility service of the Company or its utility subsidiaries
through either purchase or condemnation.

The municipal consents or franchises of the Company and its
utility subsidiaries are not uniform and contain, in certain
instances, provisions relating to, among other things, the time
of commencing operations, the furnishing of service to the
particular municipality, the approval by the municipal
authorities of the location and construction of distribution
facilities, indemnification of the municipality against
liabilities and damages in consequence of construction, and
administrative matters.  Such provisions are not considered by
the Company to be unduly burdensome.

Employee Relations

At December 31, 1996, the Company had 1,501 employees of whom 15
were the full-time equivalent of part-time employees.  The
Company considers its relationship with its employees to be
satisfactory.  The current contract with Local 503 of the
International Brotherhood of Electrical Workers ("IBEW")
representing 848 production, maintenance, commercial and service
employees of the Company became effective June 1, 1994 and
expires June 1, 1997.  This contract does not include supervisory
employees.

The Company's utility subsidiaries, RECO and Pike, have no
employees other than officers.  All services are performed for
the utility subsidiaries by employees of the Company pursuant to
Joint Operating Agreements approved by the NJBPU and the PAPUC,
through which the Company is reimbursed for these services.
Several employees of the Company provide managerial and clerical
services for the non-utility subsidiaries of the Company and of
RECO, the cost of which are either paid directly by the
subsidiaries or are reimbursed to the Company through periodic
billings.  In addition, the non-utility subsidiaries, at December
31, 1996, had 114 full-time and 10 part-time employees, none of
whom were participants in the Company's various employee benefit
plans or were covered by the Company's contract with the IBEW.


ITEM 2.  Properties

The Company's property consists primarily of electric generation,
transmission and distribution facilities and gas distribution
facilities.  This property is required for the continued
operation of the Company's major business segments.  In addition,
the Company maintains certain miscellaneous utility and non-
utility property.  The Company's facilities are in satisfactory
condition, are suitable for the particular purpose for which they
were acquired, and are adequate for the Company's present
operations.

Electric Generating Facilities.  The Company's generating plants,
all of which are located in New York State, are as follows:

                                     Maximum
                                      Summer   Percent   Net Mwh
                                      Net Mw   of Total Generated
Plant Name     Units   Energy Source Capacity  Capacity  in 1996
Swinging Bridge,
 Mongaup & Rio   8     Hydroelectric   25.8       2.6%    92,390
Grahamsville     1     Hydroelectric   18.0       1.8     98,923
Hillburn         1     Jet Fuel/Gas    37.0       3.8      1,540
Shoemaker        1     Jet Fuel/Gas    37.0       3.8      5,404
Lovett           3     Coal/Oil/Gas   462.6      47.2  1,919,400
Bowline Point    2     Oil/Gas        400.6(1)   40.8    260,301
                                      981.0     100.0% 2,377,958

(1)  Company's share of maximum summer net megawatt capability.

Electric Transmission and Distribution Facilities.  The Company
owns, in whole or in part, and operates overhead and underground
transmission and distribution facilities which include 617
circuit miles of transmission lines, 78 substations, 84,509 in-
service line transformers, 4,967 pole miles of overhead
distribution lines and 2,271 miles of underground distribution
lines.  With the exception of the Grahamsville Substation, the
electric transmission and distribution facilities of the Company
and its utility subsidiaries are located within the Company's New
York, New Jersey and Pennsylvania service territory, which is
described under the caption "Principal Business" in Item 1 of
this Form 10-K.  The Bowline Substation and the related
transmission facilities are jointly owned by the Company and Con
Ed and are operated by the Company.  The Ramapo Substation and
certain related transmission facilities consist of property which
is either owned by the Company, owned by Con Ed or jointly owned
by the Company and Con Ed and which is operated and maintained by
the Company except for the 500/345 Kv section of the Ramapo
substation and a 500 Kv transmission line which is operated and
maintained by Con Ed.  In addition, certain minor portions of
substation equipment are jointly owned by the Company and major
customers of the Company.

Gas Facilities.  The Company owns and operates three propane air
gas plants at Middletown, Orangeburg and Suffern, New York and
its gas distribution system, which is located within its gas
franchise territory in New York and Pennsylvania, includes 1,732
miles of mains.

Miscellaneous Properties.  The Company owns office buildings and
operating facilities in Middletown, Spring Valley, Blooming Grove
and West Nyack, New York, and other structures at different
locations within the Company's service territory which are used
as offices, service buildings, store houses and garages.  The
Company leases its corporate headquarters in Pearl River, New
York, as well as office space at other locations.  In addition,
the Company has lease agreements covering certain of its data
processing equipment, office equipment and vehicle fleet.

Character of Ownership.  The Company's electric and gas plants
and its major electric substations are located on land owned by
the Company in fee, except for the Grahamsville Plant and the
Bowline Point Plant.  The greater portion of the Grahamsville
Plant is located on land leased from the City of New York and the
Bowline Point Plant is located on land in which the Company has a
one-third undivided interest, with the remainder being owned by
Con Ed.  Water power and flowage rights for the operation of its
Mongaup River Hydro Plants are controlled by the Company either
through ownership of the necessary land in fee or through
easements which are, in practically all cases, perpetual.  In the
case of the Grahamsville Plant, however, water is obtained under
contract with the City of New York.

Electric transmission facilities of the Company and its utility
subsidiaries (including substations) are, with minor exceptions,
located on land owned in fee or occupied pursuant to perpetual
easements.  Electric distribution lines and gas mains are located
in, on or under public highways or private lands pursuant to
lease, easement, permit, municipal consent, agreement or license,
express or implied through use by the Company or its utility
subsidiaries without objection by the owners.  In the case of
distribution lines, the Company owns approximately 60% of the
poles upon which its wires are installed and has a joint right of
use in the remaining poles on which its wires are installed,
which poles are owned, in most cases, by telephone companies.

The Company's electric and gas plants are owned by the Company
except for the gas turbines at Hillburn and Shoemaker which are
leased and the Bowline Point Plant which is jointly owned with
Con Ed and operated by the Company.  Additional information
regarding the investment in the Bowline Point Plant by the
Company and Con Ed is included in Note 1 of the Notes to
Consolidated Financial Statements under the caption "Jointly
Owned Utility Plant" on page 22 of the 1996 Annual Report to
Shareholders, which material is incorporated by reference in this
Form 10-K Annual Report.

Substantially all of the utility plant and other physical
property owned by the Company and its utility subsidiaries is
subject to the liens of the respective indentures securing the
first mortgage bonds of the Company and its utility subsidiaries.

Investments in securities of the utility subsidiaries costing
$11.8 million which have been eliminated from the Consolidated
Balance Sheet are pledged under the Company's First Mortgage
Indenture, as amended and supplemented.

ITEM 3.   Legal Proceedings

Restructuring Litigation:

The Company, the six other New York State investor-owned electric
utilities, and the Energy Association of New York State filed a
petition in New York State Supreme Court on September 18, 1996
challenging the NYPSC's May 20, 1996 Order in the Competitive
Opportunities Proceeding (Case 94-E-0952) under Article 78 of the
New York Civil Practice Law and Rules.  Details concerning the
Competitive Opportunities Proceeding are contained under the
subheading "Regulatory Matters" in Item 3 of this Form 10-K
Annual Report.   In their Article 78 petition, the petitioners
alleged that the Order is vague, ambiguous and procedurally
defective, that the May 20, 1996 Order fails to assure the
utilities a reasonable opportunity to recover strandable costs,
and the NYPSC lacks the authority to order retail wheeling or
divestiture.

On November 26, 1996, the Supreme Court issued a ruling denying
the Article 78 petition. In its ruling, the Court determined that
because the Commission has not yet directed retail wheeling,
generation deregulation and asset divestiture, there is no
justiciable controversy regarding these issues. Despite this
finding, the Court proceeded to opine that the Commission is not
precluded by state or federal law from ordering retail wheeling
or generation divestiture. The Court also determined that the
utilities are not entitled, as a matter of law, to recover from
customers the full amount of the utilities' strandable costs. On
December 24, 1996, the Energy Association and the New York
utilities appealed to the Appellate Division of the Supreme Court
for the Third Judicial Department from the Supreme Court's
November 26, 1996 decision. The Company is unable to predict the
final result of this litigation.

Environmental and Other Litigation:

On September 25, 1991, the Company was named as one of several
hundred third-party defendants in United States v. Kramer, et al.
and State of New Jersey Department of Environmental Protection v.
Almo Anti-Pollution Services, et al. ("Kramer"), which cases have
been consolidated in the United States District Court for the
District of New Jersey, Camden Vicinage.  The allegations in this
action concern the Helen Kramer Landfill site in Mantua, New
Jersey, which operated from 1963 to 1981.  This action was
brought under Superfund laws.  Additional information concerning
Superfund laws is contained under the subheading "Environmental
Matters" in Item 1 of this Form 10-K Annual Report. Although it
is presently unclear if any hazardous waste generated by the
Company was transported to the Helen Kramer Landfill site, a
final report by an independent waste consultant firm indicates
that no such waste was delivered to the site.  On October 2,
1996, the Company entered into a de minimis settlement agreement
with certain third-party plaintiffs which upon court approval,
inter alia, provides for (i) dismissal of the claims asserted
against the Company and a bar to future claims against the
Company related to the site, (ii) indemnification of the Company
for any future claims or expenses related to the site, each with
certain standard limited exceptions, and (iii) payment of $15,000
into a fund which will be used to pay for clean-up costs related
to the site.

On March 29, 1989, the New Jersey Department of Environmental
Protection ("NJDEP") issued a directive under the New Jersey
Spill and Control Act to various potentially responsible parties
("PRPs"), including the Company, with respect to a site formerly
owned and operated by Borne Chemical Company in Elizabeth, Union
County, New Jersey, ordering certain interim actions directed at
both site security and the off-site removal of certain hazardous
substances.  Certain PRPs, including the Company, signed an
administrative consent order with the NJDEP requiring them to
remove and dispose of the hazardous substances located above
ground at the Borne site, which removal and disposal was
completed on June 22, 1992.  In October 1995, the PRPs entered an
additional administrative consent order with the NJDEP which
obligated the PRPs, including the Company, to perform a remedial
investigation to determine what, if any, subsurface remediation
at the Borne site is required.  The remedial investigation is
proceeding.  The Company does not believe that this matter will
have a material effect on the financial condition of the Company.

On May 29, 1991 a group of ten electric utilities (the "Metal
Bank Group") entered into an Administrative Consent Order with
the United States Environmental Protection Agency ("EPA") to
perform a remedial investigation and feasibility study ("RIFS")
at the Cottman Avenue/Metal Bank Superfund site in Philadelphia,
Pennsylvania.  PCBs have been discharged at the Cottman Avenue
site from an underground storage tank and the handling of
transformers and other electrical equipment at the site.  On May
25, 1994, the Company entered into a tolling agreement pursuant
to which the Metal Bank Group reserved its right to file suit
against the Company while the Metal Bank Group and the Company
entered into discussions to determine the extent of the Company's
involvement with the Cottman Avenue site.  These discussions
continue.  The RIFS was completed and submitted to the EPA for
determination of what remedial measures will be required at the
Cottman Avenue site. The Metal Bank Group has assigned the
Company with a 2.87% share although, to date, because the Company
is not a member of the Group, the Company has been unable to
confirm this allocation.  In addition, the Company received in
November 1996 and has responded to a letter from the EPA
requesting information and documentation concerning the Company's
connection to the site.  The EPA has issued a proposed
remediation plan which, if approved, will cost approximately $17
million.  The Company is unable at this time to estimate its
share, if any, of past or future costs at this site.

On August 2, 1994 the Company entered into a Consent Order with
the New York State Department of Environmental Conservation
("DEC") in which the Company agreed to conduct a remedial
investigation of certain property it owns in West Nyack, New
York.  Polychlorinated biphenyls ("PCBs") have been discovered at
the West Nyack site.  Petroleum contamination related to a
leaking underground storage tank has been found as well. The
Company has completed this remedial investigation.  In November
1996, the Company submitted to the DEC a Feasibility Study Report
which evaluates various remedial actions to eliminate the
contamination discovered at the West Nyack site.  After the DEC
approves the Feasibility Study and solicits public comment, the
DEC will select a final remedial alternative for the West Nyack
site.  The Company does not believe that this matter will have a
material effect on the financial condition of the Company.

The Company has identified six former Manufactured Gas Plant
("MGP") sites which were owned or operated by the Company or its
predecessors.  The Company may be named as a potentially
responsible party for these sites under relevant environmental
laws, which may require the Company to clean up these sites.  To
date, no claims have been asserted against the Company.  The
Company and the DEC have executed a Consent Order, dated as of
January 8, 1996, which provides for preliminary site assessments
of these six MGP sites. In November 1996, the Company submitted
to the DEC, for its review and approval, a draft work plan for
the preliminary site assessment of three of the MGP sites.  The
Company is unable at this time to estimate what, if any, costs it
will incur at these sites.

On January 17, 1997, the Company received a Third-Party Summons
and "Additional Third-Party Complaint" in a litigation pending in
the United States District Court for the Southern District of New
York entitled Town of Wallkill and State of New York v. Tesa
Tape, Inc., et al.  The Additional Third-Party Complaint purports
to allege claims against the Company and other third-party
defendants for response costs under the Federal Comprehensive
Environmental Response, Compensation and Liability Act of 1980
("CERCLA"), and for contribution and/or indemnity under CERCLA,
the New York Contribution Among Tort-Feasors Act and common law
principles of contribution and indemnity.  The Additional Third-
Party Complaint alleges that the Company transported wastes
containing hazardous substances and/or generated, disposed of,
and/or arranged for disposal or transport of wastes containing
hazardous substances during the relevant time period (identified
as 1965 through in or about 1974 in a pleading attached to the
Additional Third-Party Complaint) at a landfill site located in
the Town of Wallkill, Orange County, New York.  On January 21,
1997, the Company received an Amended Summons and Amended
Complaint of Plaintiff-Intervenor State of New York in the same
action ("State Complaint").  The State Complaint names the
Company as a direct defendant, and purports to allege claims
under CERCLA and the common law of the State of New York
governing public nuisance, restitution, subrogation and implied
indemnities.  The State Complaint alleges upon information and
belief that the Company disposed of and/or arranged for the
disposal or transport for disposal of hazardous substances at the
Wallkill landfill site.  On February 18, 1997, the Company filed
Answers to the State Complaint and to the Additional Third-Party
Complaint, denying liability, alleging affirmative defenses and
asserting counterclaims against the Town of Wallkill and the
Additional Third-Party Plaintiffs.  A Revised Case Management
Order provides, inter alia, that all parties in the case are
deemed to have filed claims against each other (and denied same)
for cost recovery and contribution under federal and state law.
The Company has insufficient information at this time to predict
the outcome of this proceeding.

On November 19, 1996, the Company was served with a Summons and
Complaint ("Summons and Complaint") in a litigation entitled
Crossroads Cogeneration Corporation v. Orange and Rockland
Utilities, Inc., filed in the United States District Court for
the District of New Jersey.  The litigation relates to a power
sales agreement between the Company and Crossroads Cogeneration
Corporation ("Crossroads"),  which requires the Company to
purchase electric capacity and associated energy from a
cogeneration facility in Mahwah, New Jersey.  The Complaint
alleges damage claims for breach of contract, breach of the
implied covenant of good faith and fair dealing and violations of
the Federal Antitrust laws and seeks a declaration of Crossroads'
rights under the Agreement.  On February 7, 1997 the Company
filed a motion to dismiss the action.  The Company will defend
the action vigorously.  The Company cannot predict the outcome of
this proceeding.

The Company has been named as a defendant or third-party
defendant in a number of proceedings involving alleged personal
injuries, primarily to construction workers, as a result of
exposure to asbestos at facilities owned and operated by the
Company.  Discovery with regard to these cases will determine,
among other things, if the plaintiffs in each of these cases
worked at Company facilities.  The Company anticipates that
similar asbestos-related claims may be asserted against the
Company from time to time in the future.  However, at this time
the Company does not believe that the asbestos-related lawsuits
currently outstanding, nor those which may be brought in the
future, will, individually or in the aggregate, have a material
effect on the financial condition of the Company.

Superfund and certain similar state statutes authorize various
governmental authorities to issue orders compelling responsible
parties to take cleanup action at sites determined to present an
imminent and substantial danger to the public and to the
environment because of an actual or threatened release of
hazardous substances.  As discussed above, the Company is a party
to a number of administrative and litigation proceedings
involving potential impact to the environment.  Such proceedings
arise out of, without limitation, the operation and maintenance
of facilities for the generation, transmission and distribution
of electricity and natural gas.  Information regarding the
Company's involvement in these various proceedings is included in
Note 12 of the Notes to Consolidated Financial Statements under
the caption "Environmental" on page 32 of the 1996 Annual Report
to Shareholders, which information is incorporated by reference
in Item 1 of this Form 10-K Annual Report, as well as under the
subheading, "Environmental Matters" of this Form 10-K Annual
Report.  As noted above, the Company does not believe that
certain proceedings will have a material effect on the Company,
while as to others, the Company is unable at this time to
estimate what, if any, costs it will incur.

Investigation Related Litigation:

On February 7, 1994, the Company commenced an action entitled
Orange and Rockland Utilities, Inc. v. James F. Smith ("Smith"),
in New York State Supreme Court against its former Chief
Executive Officer and Chairman of the Board of Directors, who was
terminated for cause by the Company's independent Directors in
October 1993.  The action asserted claims against Mr. Smith for
breach of his fiduciary duties of loyalty and care, waste,
conversion, fraud, and unjust enrichment based on misuse of
Company assets and personnel and misappropriation of Company
funds for his own benefit or for other improper purposes, and
failure to maintain proper management controls or to properly
supervise corporate affairs and subordinate employees.  Mr. Smith
filed a counterclaim for benefits in excess of $3 million and
filed a motion demanding arbitration under his employment
agreement with the Company.  On June 17, 1994, the Court issued
an Order granting Mr. Smith's motion to compel arbitration.
Under a second Order dated August 10, 1994, the parties filed
demands for arbitration of the claims asserted by the Company and
by Mr. Smith with the American Arbitration Association.  The
arbitration panel released a written decision on January 29,
1997.  The arbitrators found that the Company had "successfully
proved that over the years [Mr. Smith] dishonestly and
deceptively reported certain expense account items, listing on
expense account documentation names of prominent persons who were
not present, or inventing fictitious business purpose rationales
for social encounters, or pretending to attend business
conventions as a ruse for obtaining company-paid vacations for
his family."  The arbitrators charged Mr. Smith with costs and
expenses totaling $2,786,643 for "maintaining the expense account
fictions . . ." and "for some of the costs of unraveling [Mr.
Smith's] deceptions."  That money was awarded to the Company.
However, the arbitrators also ruled that Mr. Smith's conduct did
not constitute "material economic damage" to the Company.  As a
result, the panel awarded Mr. Smith $8,309,855, which included
his legal and arbitration fees.  The offsetting costs between his
award and what was awarded to the Company resulted in a net award
to Mr. Smith of $5,523,212.  That award was a subject of the
February 28, 1997 settlement reached between the parties, which
is described below.

On March 22, 1994, an indictment was returned by a Rockland
County grand jury charging Mr. Smith with eight felony counts of
grand larceny and two misdemeanor counts of petit larceny.  In
June 1994, a superseding indictment charged Mr. Smith with 15
felony counts of grand larceny, seven counts of falsifying
business records, and two misdemeanor counts of petit larceny.
On August 15, 1995, Mr. Smith was acquitted of the charges in a
non-jury trial.

On September 19, 1995, the Company was served with an Amended
Summons and First Amended Complaint ("Complaint") in James F.
Smith v. Kenneth Gribetz, et al. ("Gribetz"), an action filed in
the United States District Court for the Southern District of New
York by Mr. Smith.  (An earlier complaint had been filed which
did not name the Company).  Named as defendants in the Complaint
were former Rockland County District Attorney Kenneth Gribetz,
the Office of the Rockland County District Attorney, the Company,
"John and Jane Does" (identified in the Complaint as certain
directors of the Company and/or members of the Special Committee
of the Board of Directors and referred to in the Complaint as the
"Defendant Directors"), Edwin Stier and Stier, Anderson & Malone.
In the Complaint, Mr. Smith alleged the following three causes of
action:  (i) the violation by Mr. Gribetz and the District
Attorney's office of Mr. Smith's federal constitutional rights to
fair trial and due process of law; (ii) malicious prosecution by
the Company, Defendant Directors and Mr. Stier in that these
defendants allegedly caused the arrest and criminal prosecution
of Mr. Smith; and (iii) abuse of process by the Company,
Defendant Directors and Mr. Stier in that these defendants were
allegedly responsible for the arrest, indictment and prosecution
of Mr. Smith.  Mr. Smith sought damages in excess of $25 million,
special damages and punitive damages, attorney fees and other
costs on each count.  On December 22, 1995, the Company, Edwin
Stier, and Stier, Anderson & Malone filed a Motion for Summary
Judgment ("Motion") seeking to terminate this action.

On February 28, 1997, the Company and Mr. Smith reached a
settlement of all disputes between the parties.  Pursuant to the
settlement, the Company paid to Mr. Smith $4,990,000 and the
parties agreed to dismiss with prejudice all claims and
counterclaims in Smith and in the Arbitration.  In addition, Mr.
Smith agreed to dismiss Gribetz with prejudice as against the
Company, the "John and Jane Doe" defendants, Edwin Stier and
Stier, Anderson & Malone (but not as to Mr. Gribetz or the Office
of the Rockland County District Attorney).  With respect to the
settlement payment to Mr. Smith, any amounts not previously
provided for will be recorded in the first quarter of 1997.  The
Company does not expect the additional provisions to have a
significant impact on the overall results of operations in 1997.

Regulatory Matters:

Competition:

Regulatory agencies at the federal level as well as the three
states in which the Company has retail electric franchises are
currently evaluating changes in regulatory and rate-making
practices designed to promote increased competition consistent
with safety, reliability and affordability standards.  Depending
on future developments in this area, the Company's market share
and profit margins could become subject to competitive pressures
in addition to regulatory constraints. A discussion of the
current federal and state competitive initiatives follows.

Federal Initiative: On April 24, 1996, the FERC issued its final
order ("FERC Order 888") requiring electric utilities to file
non-discriminatory open access transmission tariffs that would be
available to wholesale sellers and buyers of electric energy. The
order also provided for the recovery of related legitimate and
verifiable strandable costs subject to FERC's jurisdiction.  The
Company filed the required open access transmission tariff on
July 9, 1996 offering transmission service and certain ancillary
services to wholesale customers on a basis comparable to that
which it provides itself.  By order issued December 18, 1996, the
FERC accepted the Company's open access transmission tariff.  The
Company participates in the wholesale electric market primarily
as a buyer of energy and, as a result, Order 888 is not expected
to materially impact the Company's financial condition or results
of operations.

On January 31, 1997, O&R, in conjunction with the other members
of the New York Power Pool ("NYPP"), filed tariffs with the FERC
seeking permission to restructure the NYPP into an independent
system operator.

New York Competitive Opportunities Proceeding:    On May 20,
1996, the NYPSC issued an order setting forth its vision and
goals for the future of the electric industry in New York. The
order endorsed a fundamental restructuring of the industry based
on competition in the generation and energy services sectors of
the industry. Introduction of retail access for all electric
customers is envisioned to begin in early 1998. In addition, the
order calls for lowering rates to consumers, increasing customer
choice, continued reliability of service, continuation of
programs that are in the public interest and continuing customer
protections and the obligation to serve. While the Company
supports the NYPSC's goal of establishing a competitive
electricity market in New York State, the Company believes that
the May 20, 1996 Order was deficient in certain areas. On
September 18, 1996, the Company, the six other New York
investor-owned electric utilities and the Energy Association of
New York State filed a suit in New York State Supreme Court
challenging the May 20, 1996 Order. This litigation is discussed
further in the Legal Proceedings section of Note 12 of Notes to
Consolidated Financial Statements on page 28 of the 1996 Annual
Report to Shareholders, which material is incorporated by
reference in this Form 10-K Annual Report, and under the
subheading "Restructuring Litigation" in Item 3 of this Form 10-K
Annual Report.

On October 1, 1996, the Company, in response to the May 20, 1996
Order, filed a rate and restructuring plan (the "Plan") with the
NYPSC. The Company's filing presented a comprehensive plan for
the functional separation of generation, a schedule for retail
access, base rate freeze and stranded cost recovery.

On October 9, 1996, the NYPSC issued an order establishing
procedures and a schedule for considering the rate restructuring
plans filed on October 1, 1996 in the Competitive Opportunities
Proceeding. The NYPSC has established a separate proceeding for
each of the five utilities (including the Company) which filed
these plans.  By various notices, the last of which was issued on
March 6, 1997, the NYPSC has extended the negotiation period
established in the October 9, 1996 Order.  The latest extension
is to March 25, 1997.

The Company, the NYPSC Staff and other interested parties have
been engaged in settlement negotiations on contested issues.
These contested issues include, but are not limited to, the level
and sources of electric price reductions, how these electric
price reductions will be distributed among customer groups, the
schedule for the transition to retail access, the appropriate
corporate structure for the Company and what level of strandable
costs should the Company have an opportunity to recover over what
time period.  If a settlement agreement is negotiated in a
proceeding, it will be submitted to the Commission for approval.
If a settlement agreement is not reached in the proceeding, the
parties will submit testimony on contested issues and will have
an additional 60-day period to submit any necessary briefs or
other submissions to an administrative law judge.  At the end of
the 60-day period, the record in a proceeding will be closed and
the matter will be submitted to the Commission for decision.

Given the uncertainties regarding the Competitive Opportunities
Proceeding, the Company is unable to predict the outcome of this
regulatory proceeding and the ultimate effect on the Company's
financial position or results of operations.

New Jersey - Energy Master Plan:   On January 16, 1997, the NJBPU
issued Proposed Findings and Recommendations for restructuring
the electric power industry in New Jersey and introducing
competition into the generation sector of the utility business
(the "Preliminary Report"). The preliminary findings and
recommendations contained in the Preliminary Report have been
issued for public comment. The final report is scheduled to be
issued in March 1997. The Preliminary Report calls for each of
the state's utilities to file proposals for NJBPU review and
approval by July 15, 1997 to implement retail competition,
functionally separate generation from the utility's other
operations, unbundle its current rate structure to accommodate
customer choice, and propose a stranded cost recovery plan. The
Preliminary Report proposes that retail choice be phased-in
encompassing a cross-section of all customer classes over a two
and one-half year period beginning in October 1998 and concluding
April 2001. In addition, the Preliminary Report calls for
regulatory assets and non-utility generator purchased power
contracts to continue to be fully recoverable in rates. With
respect to above market generation costs, the NJBPU has endorsed
the creation of a Market Transition Charge ("MTC") as a
non-bypassable component of the delivery price of electricity
which would be assessed for a period of four to eight years in
order to provide utilities with the opportunity for recovery of
stranded costs associated with generation capacity commitments
made prior to the advent of competition. The amount of the MTC
authorized and the length of time assessed is to be determined by
the NJBPU on a case by case basis following a review of the July
15, 1997 filings made by each utility and will be contingent upon
a number of conditions, including achievement of near-term rate
reduction goals and cost mitigation measures instituted. The
filings may be accepted or significantly modified by the NJBPU
before becoming effective.  It is not possible to predict the 
outcome of the NJBPU proceeding regarding the filings or its 
impact on the Company's consolidated financial position or 
results of operations at this time.

Pennsylvania - Competition Legislation: On December 3, 1996, the
"Electricity Generation Customer Choice and Competition Act"
("Act") was signed into law by the Governor of the State of
Pennsylvania. The Act provides for a transition of the
Pennsylvania electric industry from a vertically integrated
structure to a functionally separated model that permits direct
access by customers to a competitive electric generation market
while retaining the existing regulation and customer protections
for the transmission and distribution systems. The transition
plan of the Act calls for a three-year phase-in of retail access
beginning January 1, 1998 and concluding January 1, 2001. The Act
also provides for the opportunity for recovery of prudent and
verifiable costs resulting from the restructuring through the
implementation of a Competitive Transition Charge ("CTC") for a
period of up to nine years and the imposition of rate caps
designed to prevent a customer's total electric costs from
increasing during the transition period above current levels. In
addition, the Act permits the refinancing of certain approved
transition costs through the issuance of bonds secured by revenue
streams guaranteed by the Pennsylvania Public Utility Commission
("PPUC"). The savings associated with this financing mechanism
will be used to reduce strandable costs. The Act requires all
Pennsylvania utilities to file restructuring plans with the PPUC
no later than September 30, 1997. The PPUC is required to issue
an order accepting, rejecting or modifying the plan within nine
months of the filing. Pike County Light & Power Company ("Pike"),
a wholly owned utility subsidiary of the Company, is reviewing
the Act and will submit its restructuring plan to the PPUC no
later than September 30, 1997. The Company's plan could be
accepted or significantly modified before it becomes effective.
It is not possible to predict the outcome of the PPUC proceeding
required by the Act or its impact on the Company's consolidated
financial position or results of operations at this time.

Other Regulatory Matters:

Information regarding the NYPSC proceeding relating to the NYPSC
investigation of prior financial improprieties and the related
rate case proceeding (Case 95-E-0491) and the NYPSC approval of a
settlement whereby $8.5 million would be refunded to New York
ratepayers is contained under the caption "Legal Proceedings" on
page 27 of the 1996 Annual Report to Shareholders, which
information is incorporated by reference in this Form 10-K Annual
Report.  Information regarding the NJBPU audit of RECO and
amounts previously refunded or proposed to be refunded by RECO to
New Jersey ratepayers is contained in the 1996 Annual Report to
Shareholders in the "Review of the Company's Results of
Operations and Financial Condition" under the caption "Rate
Activities" on page 15, and in Note 12 to the Notes to
Consolidated Financial Statements under the caption "Legal
Proceedings" on page 28.

Information regarding the Company's involvement in, and the
effect on the Company of, pipeline take-or-pay proceedings before
the FERC is contained under the caption "Gas Energy Costs" in the
"Review of the Company's Results of Operations and Financial
Condition" and in Note 12 of the Notes to Consolidated Financial
Statements - "Gas Supply and Storage Contracts" on pages 12 and
26 through 27, respectively, of the 1996 Annual Report to
Shareholders, which material is incorporated by reference in this
Form 10-K Annual Report.  Reference is also made to the
information contained under the caption "Take-or-Pay Surcharge
Costs and FERC Order No. 636 Transition Costs" of "Gas
Operations" in Item 1 of this Form 10-K Annual Report.

The Company's gas operations were not materially affected by take-
or-pay charges in 1996.  However, as required by the NYPSC in
Case No. 88-G-062, the Company has deferred a portion of these
costs.  As of December 31, 1996, $2.1 million of deferred take-or-
pay charges and accrued interest remain on the books of the
Company.  The Company and the NYPSC have reached an agreement
allowing the Company to recover these costs by March, 1999.

On April 8, 1992, the FERC issued Order No. 636 requiring
interstate natural gas pipelines to unbundle their sales and
transportation services and to offer each of these services on a
stand alone basis.  As of March 31, 1997, it is estimated that
the Company's obligation related to Order No. 636 transition
costs will amount to $34.6 million.  Information regarding the
Company's involvement in, and effect on the Company of, Order No.
636 and its related proceedings is contained under the caption
"Gas Energy Costs" in the "Review of the Company's Results of
Operations and Financial Condition" and in Note 12 of the Notes
to Consolidated Financial Statements under the caption "Gas
Supply and Storage Contracts" on pages 12 and 26 through 27,
respectively, of the 1996 Annual Report to Shareholders, which
material is incorporated by reference in this Form 10-K Annual
Report.  Reference is also made to the information contained
under the caption "Take-or-Pay Surcharge Costs and FERC Order 636
Transition Costs" of "Gas Operations" in Item 1 of this Form 10-K
Annual Report.


ITEM 4.   Submission of Matters to a Vote of Security Holders

There were no matters submitted to a vote of security holders
during the fourth quarter of the fiscal year ended December 31,
1996.

              EXECUTIVE OFFICERS OF THE REGISTRANT

All of the officers of the Company are appointed on an annual
basis at the first Board of Directors' meeting following the
annual meeting.  The following list includes two Company
employees who, due to the policy making functions they perform
for the Company, are considered executive officers under SEC
criteria, but who are not officers of the Company and who are not
appointed on an annual basis.

Officers, Age, and Title    Business Experience Past Five Years

D. Louis Peoples, 56        Vice Chairman of the Board and Chief
Vice Chairman of the        Executive Officer since July 1994.
Board of Directors and      Executive Vice President, and a member
Chief Executive Officer     of the Board of Directors, Madison
                            Gas and Electric Company, Madison,
                            Wisconsin from 1992 to 1993.  Senior
                            Vice President, RCG/Hagler, Bailly
                            Inc., San Francisco, California from
                            1991 to 1992.

Larry S. Brodsky, 48        President and Chief Operating Officer
President and Chief         since January 1996.  Senior Vice
Operating Officer           President from 1994 to 1995 and Vice
                            President from 1987 to 1994,
                            Illinois Power Company, Decatur,
                            Illinois.

R. Lee Haney, 57            Senior Vice President and Chief
Senior Vice President and   Financial Officer since April 1996.
Chief Financial Officer     Vice President and Chief Financial
                            Officer from September 1994 to April
                            1996.  Senior Vice President -
                            Marketing and Customer Service from
                            January 1993 until September 1994,
                            and Senior Vice President and Chief
                            Financial Officer from 1990 until
                            January 1993, San Diego Gas &
                            Electric Company, San Diego,
                            California.

G. D. Caliendo, 56          Senior Vice President, General Counsel
Senior Vice President,      and Secretary since April 1996.  Vice
General Counsel             President, General Counsel and
and Secretary               Secretary from March 1995 to April
                            1996.  Senior Vice President,
                            General Counsel and Secretary of
                            Pennsylvania Power and Light
                            Company, Allentown, Pennsylvania
                            from 1989 to 1994.

Robert J. Biederman, Jr., 44  Vice President since April 1990.
Vice President, Operations

Officers, Age, and Title    Business Experience Past Five Years

Nancy M. Jakobs, 56         Vice President, Human Resources since
Vice President,             April 1995.  Partner, Jakobs and
Human Resources             Associates International, New City,
				    New York from 1991 to 1995.

Robert J. McBennett, 54     Treasurer since 1984.  Treasurer and
Treasurer                   Controller from May 1995 to May 1996.

Edward M. McKenna, 47       Controller since May 1996.  Director,
Controller                  Internal Audit from January 1995 to
                            May 1996.  Director, Internal Audit,
                            American Brands from 1994 to January
                            1995.  Senior Manager, Finance/
                            Operational Audits, American Brands
                            from 1991 to 1994.

George V. Bubolo, Jr., 52   Division Vice President - Engineering
Division Vice President,    and System Operations since March 1996.
Engineering and System      Director, Engineering and System
Operations                  Operations from November 1994 until
                            March 1996.  Director, Electric
                            Operations from 1983 until November
                            1994.

Vincent R. Tummarello, 46   Division Vice President - Electric
Division Vice President,    Production since November 1994.
Electric Production         Director, Electric Production from
                            April 1985 until November 1994.

                             PART II

ITEM 5.  Market for the Registrant's Common Equity and Related
         Stockholder Matters

The Company's Common Stock, par value $5.00 per share ("Common
Stock"), is listed on the New York Stock Exchange under the
ticker symbol ORU.  The Common Stock is listed in published stock
tables as "OranRk".

At December 31, 1996, there were 21,322 holders of record of the
Company's Common Stock.  During 1996 dividend payments were made
to holders of the Company's Common Stock on February 1, May 1,
August 1 and November 1.

Quarterly market price and dividend information on the Company's
Common Stock is as follows:

            Quarter       High          Low        Dividend

     1996       1        $37 1/8      $34 7/8        $.645
                2         36 3/4       33 3/8         .645
                3         37           34 3/4         .645
                4         36 1/4       34 1/4         .645

     1995       1         33 3/8       31 1/4         .64
                2         34 3/8       30 7/8         .64
                3         35 5/8       31 1/8         .645
                4         37 3/8       34 3/8         .645

Information regarding the restriction of retained earnings for
dividend payments is contained in Note 4 of the Notes to
Consolidated Financial Statements - "Retained Earnings" on page
23 of the 1996 Annual Report to Shareholders, which material is
incorporated by reference in this Form 10-K Annual Report.

ITEM 6.  Selected Financial Data

The information required by this Item is contained under the
captions "Financial Statistics - Common Stock Data", and
"Financial Statistics - Selected Financial Data" on page 32 of
the 1996 Annual Report to Shareholders, which material is
incorporated by reference in this Form 10-K Annual Report.
ITEM 7.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations

The information required by this Item is contained under the
caption "Review of the Company's Results of Operations and
Financial Condition" on pages 10 through 16 of the 1996 Annual
Report to shareholders, which material is incorporated by
reference in this Form 10-K Annual Report.

ITEM 8.  Financial Statements and Supplementary Data

The financial statements and supplementary financial information
required by this Item are contained on pages 17 through 30 of the
1996 Annual Report to Shareholders, which material is
incorporated by reference in this Form 10-K Annual Report. Such
information is listed in Item l4(a)(1) "Financial Statements" of
this Form 10-K Annual Report.

ITEM 9.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure

         None.


                            PART III

The information required by Item 10 - Directors and Executive
Officers of the Registrant is contained on page 39 of this Form
10-K Annual Report and in the Company's definitive Proxy
Statement in connection with the 1997 Annual Meeting of Common
Shareholders (the "Proxy Statement"), which material is
incorporated by reference in this Form 10-K Annual Report.  The
information required by Item 11 - Executive Compensation, Item 12
- Security Ownership of Certain Beneficial Owners and Management
and Item 13 - Certain Relationships and Related Transactions is
contained in Section 1, "Election of Directors," of the Proxy
Statement which material is incorporated by reference in this
Form 10-K Annual Report.  With the exception of this information,
the Proxy Statement is not deemed filed as part of this Form 10-K
Annual Report.

                             PART IV

ITEM 14. Exhibits, Financial Statement Schedules and Reports on
         Form 8-K

(a)(1)  Financial Statements

The following consolidated financial statements of the Company
and its subsidiaries appearing on pages 17 through 30 of the 1996
Annual Report to Shareholders are incorporated by reference in
this Form 10-K Annual Report.  With the exception of these
consolidated financial statements and the information
incorporated in Items 1, 2, 3, 5, 6, 7 and 8, herein, the 1996
Annual Report to shareholders is not deemed filed as part of this
Form 10-K Annual Report.

                                                            Page*
Consolidated Statements of Income and Retained Earnings for
 the years ended December 31, 1996, 1995 and 1994.            17

Consolidated Balance Sheets as of December 31, 1996 and 1995. 18

Consolidated Cash Flow Statements for the years ended
 December 31, 1996, 1995 and 1994.                            20

Notes to Consolidated Financial Statements.                   21

Report of Independent Public Accountants.                     30

 *Page number reference is to the 1996 Annual Report
  to Shareholders


(a)(2)  Financial Statement Schedules                       Page**

Valuation and Qualifying Accounts and Reserves for the years
 ended December 31, 1996, 1995 and 1994 (Schedule II).        54


**Page number reference is to this Form 10-K Annual Report

All other schedules are omitted because they are not applicable.


(a)(3)  Exhibits

  * 3.2   By-Laws, as amended through June 29, 1995.  (Exhibit
          3.2 to Form 10-Q for the period ended June 30, 1995,
          File No. 1-4315).

  * 3.4   Restated Certificate of Incorporation dated May 7,
          1996.   (Exhibit 3.4 to Form 10-Q for the period ended
          March 31, 1996, File No. 1-4315).

  * 4.1   Composite First Mortgage of the Company as Supplemented
          and  Modified by Twenty-six Supplemental Indentures.
          (Exhibit 4.1 to Form 10-K for the fiscal year ended
          December 31, 1990, File No. 1-4315).

  * 4.2   Twenty-seventh Supplemental Indenture to the First
          Mortgage of the Company, dated as of April 1, 1980.
          (Exhibit 4.2 to Form 10-K for the fiscal year ended
          December 31, 1990, File No. 1-4315).

  * 4.3   Mortgage Trust Indenture of Rockland Electric Company,
          dated as of July 1, 1954.  (Exhibit 2.16 to
          Registration Statement No. 2-14159).

  * 4.11  Mortgage Trust Indenture of Pike County Light & Power
          Company, dated as of July 15, 1971. (Exhibit 4.31 to
          Registration Statement No. 2-45632).

  * 4.12  Twenty-eighth Supplemental Indenture to the First
          Mortgage of the Company, dated as of April 1, 1982.
          (Exhibit 4.12 to Form 10-K for the fiscal year ended
          December 31, 1992, File No. 1-4315).

  * 4.17  Twenty-ninth Supplemental Indenture to the First
          Mortgage of the Company, dated as of April 1, 1984.
          (Exhibit 4.17 to Form 10-K for the fiscal year ended
          December 31, 1989, File No. 1-4315).

  * 4.20  Thirtieth Supplemental Indenture to the First Mortgage
          of the Company, dated as of April 1, 1986.  (Exhibit
          4.20 to Form 10-K for the fiscal year ended December
          31, 1991, File No. 1-4315).

  * 4.21  Thirty-first Supplemental Indenture to the First
          Mortgage of the Company, dated as of April 1, 1988.
          (Exhibit 4.21 to Form 10-K for the fiscal year ended
          December 31, 1988, File No. 1-4315).
  * 4.22  Thirty-second Supplemental Indenture to the First
          Mortgage of the Company, dated as of April 1, 1990.
          (Exhibit 4.22 to Form 10-K for the fiscal year ended
          December 31, 1990, File No. 1-4315).

  * 4.25  Indenture between the Company and The Bank of New York
          as Trustee regarding unsecured debt, dated March 1,
          1990.  (Exhibit 4.25 to Form 10-K for the fiscal year
          ended December 31, 1990, File No. 1-4315).

  * 4.26  First Supplemental Indenture between the Company and
          The Bank of New York as Trustee regarding unsecured
          debt, dated March 7, 1990.  (Exhibit 4.26 to Form 10-K
          for the fiscal year ended December 31, 1990, File No. 1-
          4315).

  * 4.27  Second Supplemental Indenture between the Company and
          the Bank of New York as Trustee regarding unsecured
          debt, dated October 15, 1992.  (Exhibit 4.27 to Form 10-
          K for the fiscal year ended December 31, 1992, File No.
          1-4315).

  * 4.28  Thirty-third Supplemental Indenture to the First
          Mortgage of the Company, dated as of April 1, 1992.
          (Exhibit 4.28 to Form 10-K for the fiscal year ended
          December 3, 1992, File No. 1-4315).

  * 4.29  Third Supplemental Indenture between the Company and
          The Bank of New York as Trustee regarding unsecured
          debt, dated as of March 1, 1993.  (Exhibit 4.29 to Form
          10-K for the fiscal year ended December 31, 1992, File
          No. 1-4315).

  * 4.30  Ninth Supplemental Indenture of Rockland Electric
          Company, dated as of March 1, 1993.  (Exhibit 4.30 to
          Form 10-K for the fiscal year ended December 31, 1992,
          File No. 1-4315).

  * 4.31  Thirty-fourth Supplemental Indenture to the First
          Mortgage of the Company, dated as of April 1, 1994.
          (Exhibit 4.31 to Form 10-K for the fiscal year ended
          December 31, 1994, File No. 1-4315).

  *10.1   General Agreement: Bowline Point Generating Plant,
          dated as of October 10, 1969. (Exhibit 5(b) to
          Registration Statement No. 2-42156).

   10.1A  Amendment to the General Agreement:  Bowline Point
          Generating Plant, dated May 31, 1996.

  *10.2   Financing Agreements, dated as of February 1, 1971.
          (Exhibit 5(a) to Registration Statement No. 2-42156).

  *10.7   New York Power Pool Agreement, dated July 16, 1985.
          (Exhibit 10.7 to Form 10-K for the fiscal year ended
          December 31, 1990, File No. 1-4315).

  *10.8   Agreement governing the supply of residual fuel oil by
          Con Edison to Bowline Point Generating Station dated
          August 31, 1983.  (Exhibit 10.8 to Form 10-K for fiscal
          year ended December 31, 1991, File No. 1-4315).

  *10.10  PJM Facilities Agreement, dated May 1, 1970, as amended
          December 12, 1972.  (Exhibit 10.10 to Form 10-K for the
          fiscal year ended December 31, 1992, File No. 1-4315).

 +*10.11  Officers' Supplemental Retirement Plan, as amended
          April 1, 1993.  (Exhibit 10.11 to Form 10-K for the
          fiscal year ended December 31, 1993, File 1-4315).

 +*10.12  Incentive Compensation Plan, amended January 3, 1991.
          (Exhibit 10.12 to Form 10-K for the fiscal year ended
          December 31, 1990, File No. 1-4315).

  *10.13  Severance Pay Plan, as amended January 3, 1991.
          (Exhibit 10.13 to Form 10-K for the fiscal year ended
          December 31, 1990, File No. 1-4315).

  *10.14  Management Long-Term Disability Plan as amended January
          1, 1996.  (Exhibit 10.14 to Form 10-K for the fiscal
          year ended December 31, 1995, File No. 1-4315).

  *10.17  Coal Purchase and Sale Agreement among Orange and
          Rockland Utilities, Inc., Rawl Sales and Processing
          Company, and Massey Coal Sales, Inc., dated March 9,
          1984, as amended through July 1, 1991.  (Exhibit 10.17
          to Form 10-K for the fiscal year ended December 31,
          1991, File No. 1-4315).

  *10.17A Seventh Amendment to the Coal Purchase and Sales
          Agreement among Orange and Rockland Utilities, Inc.,
          Rawl Sales and Processing Company, and Massey Coal
          Sales, Inc., dated July 1, 1994.  (Exhibit 10.17 to
          From 10-K for the fiscal year ended December 31, 1994,
          File No. 1-4315).

  10.17B  Eighth Amendment to the Coal Purchase and Sales
          Agreement among Orange and Rockland Utilities, Inc.,
          Rawl Sales and Processing Company, and Massey Coal
          Sales, Inc., dated July 1, 1996.

 +*10.20  Orange and Rockland Utilities, Inc. Post Director
          Service Retainer Continuation Program, as amended March
          2, 1995.  (Exhibit 10.20 to Form 10-K for the fiscal
          year ended December 31, 1994, File 1-4315).

 +*10.22  Form of Severance Agreement applicable to R. J.
          McBennett and R. J. Biederman effective January 3,
          1991.  (Exhibit 10.22 to Form 10-K for the fiscal year
          ended December 31, 1990, File No. 1-4315).

 +*10.26  Letter agreement dated September 29, 1994 between
          Orange and Rockland Utilities, Inc. and R. Lee Haney
          regarding participation in the Officers' Supplemental
          Retirement Plan of Orange and Rockland Utilities, Inc.
          (Exhibit 10.26 to Form 10-Q for the period ended
          September 30, 1994, File No. 1-4315).

 +*10.27  Letter agreement dated September 29, 1994 between
          Orange and Rockland Utilities, Inc. and D. Louis
          Peoples regarding participation in the Officers'
          Supplemental Retirement Plan of Orange and Rockland
          Utilities, Inc.  (Exhibit 10.27 to Form 10-Q for the
          period ended September 30, 1994, File No. 1-4315).

 +*10.29  Deferred Compensation Plan for Non Employee Directors
          as amended and restated effective August 15, 1996.
          (Exhibit 10.29 to Form 10-Q for the period ended
          September 30, 1996, File No. 1-4315).

 +*10.30  Letter Agreement dated April 6, 1995 between Orange and
          Rockland Utilities, Inc. and G. D. Caliendo regarding
          participation in the Officers' Supplemental Retirement
          Plan of Orange and Rockland Utilities, Inc.  (Exhibit
          10.30 to Form 10-Q for the period ended June 30, 1995,
          File No. 1-4315).

 +*10.31  Letter Agreement dated September 21, 1995 between
          Orange and Rockland Utilities, Inc. and Nancy M. Jakobs
          regarding participation in the Officers' Supplemental
          Retirement Plan of Orange and Rockland Utilities, Inc.
          (Exhibit 10.31 to Form 10-Q for the period ended
          September 30, 1995, File No. 1-4315).

 +*10.35  Severance Agreement dated October 18, 1995 between
          Orange and Rockland Utilities, Inc. and Nancy M.
          Jakobs.  (Exhibit 10.35 to Form 10-Q for the period
          ended September 30, 1995, File No. 1-4315).

 +*10.36  Agreement dated January 22, 1996 between Orange and
          Rockland Utilities, Inc. and D. L. Peoples regarding
          change in control arrangements.  (Exhibit 10.36 to Form
          10-K for the fiscal year ended December 31, 1995, File
          No. 1-4315).

 +*10.37  Agreement dated January 21, 1996 between Orange and
          Rockland Utilities, Inc. and G. D. Caliendo regarding
          change in control arrangements.  (Exhibit 10.37 to Form
          10-K for the fiscal year ended December 31, 1995, File
          No. 1-4315).

 +*10.38  Agreement dated January 22, 1996 between Orange and
          Rockland Utilities, Inc. and R. L. Haney regarding
          change in control arrangements.  (Exhibit 10.38 to Form
          10-K for the fiscal year ended December 31, 1995, File
          No. 1-4315).

 +*10.39  Agreement dated January 22, 1996 between Orange and
          Rockland Utilities, Inc. and L. S. Brodsky regarding
          change in control arrangements.  (Exhibit 10.39 to Form
          10-K for the fiscal year ended December 31, 1995, File
          No. 1-4315).

 +*10.40  Performance Share Unit Plan effective January 1, 1995,
          described on pages 10-11 of the Company's definitive
          proxy statement filed with the Securities and Exchange
          Commission on March 7, 1997 for its 1997 Annual Meeting
          of shareholders, which description is hereby
          incorporated by reference (File No. 1-4315).

 +*10.41  Annual Team Incentive Plan effective January 1, 1995,
          described on pages 9-10 of the Company's definitive
          proxy statement filed with the Securities and Exchange
          Commission on March 7, 1997 for its 1997 Annual Meeting
          of shareholders, which description is hereby
          incorporated by reference (File No. 1-4315).

 +*10.42  Letter Agreement dated February 16, 1995 between Orange
          and Rockland Utilities, Inc. and G. D. Caliendo
          regarding employment.  (Exhibit 10.42 to Form 10-K for
          the fiscal year ended December 31, 1995, File No. 1-
          4315).

 +*10.43  Letter Agreement dated July 14, 1994 between Orange and
          Rockland Utilities, Inc. and D. L. Peoples regarding
          employment.  (Exhibit 10.43 to Form 10-K for the fiscal
          year ended December 31, 1995, File No. 1-4315).

 +*10.44  Letter Agreement dated November 14, 1995 between Orange
          and Rockland Utilities, Inc. and L. S. Brodsky
          regarding employment.  (Exhibit 10.44 to Form 10-K for
          the fiscal year ended December 31, 1995, File No. 1-
          4315).

 +*10.45  Letter Agreement dated March 21, 1995 between Orange
          and Rockland Utilities, Inc. and Nancy M. Jakobs
          regarding employment.  (Exhibit 10.45 to Form 10-K for
          the fiscal year ended December 31, 1995, File No. 1-
          4315).

 +*10.46  Letter Agreement dated September 2, 1994 between Orange
          and Rockland Utilities, Inc. and R. L. Haney regarding
          employment.  (Exhibit 10.46 to Form 10-K for the fiscal
          year ended December 31, 1995, File No. 1-4315).

   13     The Company's 1996 Annual Report to Shareholders to the
          extent identified in this Form 10-K Annual Report for
          the fiscal year ended December 31, 1996.

   21     Subsidiaries of the Company.

   24     Powers of Attorney.

   27     Financial Data Schedule.

  *99.1   Joint Cooperation Agreement between the Office of the
          Rockland County District Attorney and Orange and
          Rockland Utilities, Inc., dated November 3, 1993
          (Exhibit 99.1 to Form 10-Q for the quarter ended
          September 30, 1993, File No. 1-4315).

  *99.5   Agreement Between Orange and Rockland Utilities, Inc.
          and Kroll Associates, Inc. dated as of November 1,
          1994.  (Exhibit 99.5 to Form 10-Q for the period ended
          September 30, 1994, File No. 1-4315).

          +    Denotes executive compensation plans and
          arrangements.

          *    Incorporated by reference to the indicated
          filings.

The securities issued relevant to each of the following
agreements were not registered with the Securities and Exchange
Commission and the total amount of securities authorized under
each agreement does not exceed 10% of the total assets of the
Company and its subsidiaries on a consolidated basis.  Therefore,
as provided in Item 601 of Regulation S-K, the following
agreements are not filed as exhibits.  The Company agrees,
however, to furnish to the Commission a copy of each agreement
upon request:

          -    First Supplemental Indenture, dated August 15,
          1990, to the Indenture of Mortgage and Deed of Trust of
          Pike County Light & Power Company.

          -    Indenture of Trust between NYSERDA and the Bank of
          New York, as Trustee, relating to the Pollution Control
          Revenue Bonds (Orange and Rockland Utilities, Inc.
          Project) dated as of August 15, 1994.

          -    Participation Agreement between NYSERDA and Orange
          and Rockland Utilities, Inc., dated as of August 15,
          1994.

          -    Indenture of Trust between NYSERDA and the Bank of
          New York, as Trustee, relating to the Pollution Control
          Refunding Revenue Bonds dated as of July 1, 1995.

          -    Participation Agreement between NYSERDA and Orange
          and Rockland Utilities, Inc., dated as of July 1, 1995.

          -    Tenth Supplemental Indenture of Rockland Electric
          Company, dated as of February 1, 1997.

(b)  Reports on Form 8-K

The Company has not filed any reports on Form 8-K current report
covering an event during the fourth quarter of 1996.



                           SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                            ORANGE AND ROCKLAND UTILITIES,INC.
                                           (Registrant)


                           By  D. LOUIS PEOPLES
                                (D. Louis Peoples
                                Vice Chairman of the
                                Board of Directors and
                                Chief Executive Officer)

Date:  March 19, 1997

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.

     Signature and Title            Capacity in Which Signing


     D. LOUIS PEOPLES*              Chief Executive
     (D. Louis Peoples,             Officer, Director
     Vice Chairman of the
     Board of Directors and
     Chief Executive Officer)

     R. LEE HANEY*                  Chief Financial Officer
     (R. Lee Haney, Sr. Vice President
     and Chief Financial Officer)

     EDWARD M. McKENNA*             Principal Accounting Officer
     (Edward M. McKenna, Controller)

     H. KENT VANDERHOEF*            Chairman of the
     (H. Kent Vanderhoef)           Board of Directors

     RALPH M. BARUCH*               Director
     (Ralph M. Baruch)

     J. FLETCHER CREAMER*           Director
     (J. Fletcher Creamer)

     Signature and Title            Capacity in Which Signing



     MICHAEL J. DEL GIUDICE*        Director
     (Michael J. Del Giudice)

     JON F. HANSON*                 Director
     (Jon F. Hanson)

     KENNETH D. McPHERSON*          Director
     (Kenneth D. McPherson)

     ROBERT E. MULCAHY*             Director
     (Robert E. Mulcahy)

     JAMES F. O'GRADY, JR.*         Director
     (James F. O'Grady, Jr.)

     FREDERIC V. SALERNO*           Director
     (Frederic V. Salerno)

     LINDA C. TALIAFERRO*           Director
     (Linda C. Taliaferro)

     *By G. D. CALIENDO
     (G. D. Caliendo,
     Attorney-in-fact)


Date:  March 19, 1997
            REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                 ON FINANCIAL STATEMENT SCHEDULE


We have audited in accordance with generally accepted auditing
standards, the consolidated financial statements included in
Orange and Rockland Utilities, Inc.'s Annual Report to
Shareholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated February 6, 1997.  Our audit
was made for the purpose of forming an opinion on those
consolidated financial statements taken as a whole.  Supplemental
Schedule II, Valuation and Qualifying Accounts and Reserves for
the years ended December 31, 1996 and 1995 (see index of
financial statements) is presented for purposes of complying with
the Securities and Exchange Commission's rules and is not part of
the basic consolidated financial statements.  This schedule has
been subjected to the auditing procedures applied in the audit of
the basic consolidated financial statements and, in our opinion,
fairly states in all material respects the financial data
required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.


ARTHUR ANDERSEN LLP


New York, New York
February 6, 1997





            CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the
incorporation of our reports included or incorporated by
reference in this Form 10-K, into the Company's previously filed
Registration Statements on Form S-8 (File Nos. 33-25358, 33-25359
and 33-22129) and on Form S-3 (File No. 33-63872).



ARTHUR ANDERSEN LLP


New York, New York
March 19, 1997
                                                           SCHEDULE II


         ORANGE AND ROCKLAND UTILITIES, INC. AND SUBSIDIARIES
            Valuation and Qualifying Accounts and Reserves
             Years Ended December 31, 1996, 1995 and 1994
                        (Thousands of Dollars)


                                       Additions
                                    (1)       (2)               Balance
                       Balance at Charged to Charged               at
                       beginning  costs and  to other            end of
    Description        of period   expenses  accounts Deductions period

December 31, 1996
 Allowance for Uncollect-
  ible accounts:
   Customer Accounts     $2,307    $2,508    $616     $3,040    $2,391
   Other Accounts           169       268     197        376       258
   Gas Marketing Accts.     133       953       2        482       606
                         $2,609    $3,729    $815 (A) $3,898 (B)$3,255

 Reserve for Claims
  and Damages            $3,848    $1,773    $472     $2,250 (C)$3,843

 Gas Turbine Maint.
  Reserve               $ (202)    $  453    $  -     $  339 (C)$ (88)


December 31, 1995
 Allowance for Uncollect-
  ible accounts:
   Customer Accounts     $2,200    $2,374    $565     $2,832    $2,307
   Other Accounts           209       825      35        900       169
   Gas Marketing Accts.     327        60       -        254       133
                         $2,736    $3,259    $600 (A) $3,986 (B)$2,609

 Reserve for Claims
  and Damages            $4,713    $  720    $ 52     $1,637 (C)$3,848

 Gas Turbine Maint.
  Reserve               $ (258)    $  622    $  -     $  566 (C)$ (202)

                                                           SCHEDULE II


         ORANGE AND ROCKLAND UTILITIES, INC. AND SUBSIDIARIES
            Valuation and Qualifying Accounts and Reserves
             Years Ended December 31, 1996, 1995 and 1994
                        (Thousands of Dollars)


                                       Additions
                                    (1)       (2)              Balance
                       Balance at Charged to Charged               at
                       beginning  costs and  to other            end of
    Description        of period   expenses  accounts Deductions period

December 31, 1994
 Allowance for Uncollect-
  ible accounts:
   Customer Accounts     $2,026    $2,493    $391     $2,710     $2,200
   Other Accounts           102       544       8        445        209
   Gas Marketing Accts.     471       287       2        433        327
                         $2,599    $3,324    $401 (A) $3,588 (B) $2,736

 Reserve for Claims
  and Damages            $3,830    $2,474    $140     $1,731 (C) $4,713

 Gas Turbine Maint.
  Reserve              $(1,375)    $1,367    $  -     $  250 (C) $ (258)





(A)Includes collection of accounts previously written off of $815 in
   1996, $600 in 1995, and $401 in 1994.
(B)Accounts considered uncollectible and charged off of $3,898 in
   1996, $3,986 in 1995 and $3,588 in 1994.
(C)Payments of damage claims of $2,250 in 1996, $1,637 in 1995 and
   $1,731 in 1994 and maintenance expenses of $339 in 1996, $566 in
   1995 and $250 in 1994.


               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                                
                                
                                
                                
                                
                            FORM 10-K




        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

                   THE SECURITIES ACT OF 1934







For Year Ended December 31, 1996    Commission File Number 1-4315





                   ORANGE AND ROCKLAND UTILITIES, INC.
     (Exact name of registrant as specified in its charter)






                            EXHIBITS

               Orange and Rockland Utilities, Inc.
                        Index of Exhibits
                         1996 Form 10-K


  * 3.2   By-Laws, as amended through June 29, 1995.  (Exhibit
          3.2 to Form 10-Q for the period ended June 30, 1995,
          File No. 1-4315).

  * 3.4   Restated Certificate of Incorporation dated May 7,
          1996.   (Exhibit 3.4 to Form 10-Q for the period ended
          March 31, 1996, File No. 1-4315).

  * 4.1   Composite First Mortgage of the Company as Supplemented
          and  Modified by Twenty-six Supplemental Indentures.
          (Exhibit 4.1 to Form 10-K for the fiscal year ended
          December 31, 1990, File No. 1-4315).

  * 4.2   Twenty-seventh Supplemental Indenture to the First
          Mortgage of the Company, dated as of April 1, 1980.
          (Exhibit 4.2 to Form 10-K for the fiscal year ended
          December 31, 1990, File No. 1-4315).

  * 4.3   Mortgage Trust Indenture of Rockland Electric Company,
          dated as of July 1, 1954.  (Exhibit 2.16 to
          Registration Statement No. 2-14159).

  * 4.11  Mortgage Trust Indenture of Pike County Light & Power
          Company, dated as of July 15, 1971. (Exhibit 4.31 to
          Registration Statement No. 2-45632).

  * 4.12  Twenty-eighth Supplemental Indenture to the First
          Mortgage of the Company, dated as of April 1, 1982.
          (Exhibit 4.12 to Form 10-K for the fiscal year ended
          December 31, 1992, File No. 1-4315).

  * 4.17  Twenty-ninth Supplemental Indenture to the First
          Mortgage of the Company, dated as of April 1, 1984.
          (Exhibit 4.17 to Form 10-K for the fiscal year ended
          December 31, 1989, File No. 1-4315).

  * 4.20  Thirtieth Supplemental Indenture to the First Mortgage
          of the Company, dated as of April 1, 1986.  (Exhibit
          4.20 to Form 10-K for the fiscal year ended December
          31, 1991, File No. 1-4315).

  * 4.21  Thirty-first Supplemental Indenture to the First
          Mortgage of the Company, dated as of April 1, 1988.
          (Exhibit 4.21 to Form 10-K for the fiscal year ended
          December 31, 1988, File No. 1-4315).

  * 4.22  Thirty-second Supplemental Indenture to the First
          Mortgage of the Company, dated as of April 1, 1990.
          (Exhibit 4.22 to Form 10-K for the fiscal year ended
          December 31, 1990, File No. 1-4315).

  * 4.25  Indenture between the Company and The Bank of New York
          as Trustee regarding unsecured debt, dated March 1,
          1990.  (Exhibit 4.25 to Form 10-K for the fiscal year
          ended December 31, 1990, File No. 1-4315).

  * 4.26  First Supplemental Indenture between the Company and
          The Bank of New York as Trustee regarding unsecured
          debt, dated March 7, 1990.  (Exhibit 4.26 to Form 10-K
          for the fiscal year ended December 31, 1990, File No. 1-
          4315).

  * 4.27  Second Supplemental Indenture between the Company and
          the Bank of New York as Trustee regarding unsecured
          debt, dated October 15, 1992.  (Exhibit 4.27 to Form 10-
          K for the fiscal year ended December 31, 1992, File No.
          1-4315).

  * 4.28  Thirty-third Supplemental Indenture to the First
          Mortgage of the Company, dated as of April 1, 1992.
          (Exhibit 4.28 to Form 10-K for the fiscal year ended
          December 3, 1992, File No. 1-4315).

  * 4.29  Third Supplemental Indenture between the Company and
          The Bank of New York as Trustee regarding unsecured
          debt, dated as of March 1, 1993.  (Exhibit 4.29 to Form
          10-K for the fiscal year ended December 31, 1992, File
          No. 1-4315).

  * 4.30  Ninth Supplemental Indenture of Rockland Electric
          Company, dated as of March 1, 1993.  (Exhibit 4.30 to
          Form 10-K for the fiscal year ended December 31, 1992,
          File No. 1-4315).

  * 4.31  Thirty-fourth Supplemental Indenture to the First
          Mortgage of the Company, dated as of April 1, 1994.
          (Exhibit 4.31 to Form 10-K for the fiscal year ended
          December 31, 1994, File No. 1-4315).

  *10.1   General Agreement: Bowline Point Generating Plant,
          dated as of October 10, 1969. (Exhibit 5(b) to
          Registration Statement No. 2-42156).

   10.1A  Amendment to the General Agreement:  Bowline Point
          Generating Plant, dated May 31, 1996.

  *10.2   Financing Agreements, dated as of February 1, 1971.
          (Exhibit 5(a) to Registration Statement No. 2-42156).

  *10.7   New York Power Pool Agreement, dated July 16, 1985.
          (Exhibit 10.7 to Form 10-K for the fiscal year ended
          December 31, 1990, File No. 1-4315).

  *10.8   Agreement governing the supply of residual fuel oil by
          Con Edison to Bowline Point Generating Station dated
          August 31, 1983.  (Exhibit 10.8 to Form 10-K for fiscal
          year ended December 31, 1991, File No. 1-4315).

  *10.10  PJM Facilities Agreement, dated May 1, 1970, as amended
          December 12, 1972.  (Exhibit 10.10 to Form 10-K for the
          fiscal year ended December 31, 1992, File No. 1-4315).

 +*10.11  Officers' Supplemental Retirement Plan, as amended
          April 1, 1993.  (Exhibit 10.11 to Form 10-K for the
          fiscal year ended December 31, 1993, File 1-4315).

 +*10.12  Incentive Compensation Plan, amended January 3, 1991.
          (Exhibit 10.12 to Form 10-K for the fiscal year ended
          December 31, 1990, File No. 1-4315).

  *10.13  Severance Pay Plan, as amended January 3, 1991.
          (Exhibit 10.13 to Form 10-K for the fiscal year ended
          December 31, 1990, File No. 1-4315).

  *10.14  Management Long-Term Disability Plan as amended January
          1, 1996.  (Exhibit 10.14 to Form 10-K for the fiscal
          year ended December 31, 1995, File No. 1-4315).

  *10.17  Coal Purchase and Sale Agreement among Orange and
          Rockland Utilities, Inc., Rawl Sales and Processing
          Company, and Massey Coal Sales, Inc., dated March 9,
          1984, as amended through July 1, 1991.  (Exhibit 10.17
          to Form 10-K for the fiscal year ended December 31,
          1991, File No. 1-4315).

  *10.17A Seventh Amendment to the Coal Purchase and Sales
          Agreement among Orange and Rockland Utilities, Inc.,
          Rawl Sales and Processing Company, and Massey Coal
          Sales, Inc., dated July 1, 1994.  (Exhibit 10.17 to
          From 10-K for the fiscal year ended December 31, 1994,
          File No. 1-4315).

  10.17B  Eighth Amendment to the Coal Purchase and Sales
          Agreement among Orange and Rockland Utilities, Inc.,
          Rawl Sales and Processing Company, and Massey Coal
          Sales, Inc., dated July 1, 1996.

 +*10.20  Orange and Rockland Utilities, Inc. Post Director
          Service Retainer Continuation Program, as amended March
          2, 1995.  (Exhibit 10.20 to Form 10-K for the fiscal
          year ended December 31, 1994, File 1-4315).

 +*10.22  Form of Severance Agreement applicable to R. J.
          McBennett and R. J. Biederman effective January 3,
          1991.  (Exhibit 10.22 to Form 10-K for the fiscal year
          ended December 31, 1990, File No. 1-4315).

 +*10.26  Letter agreement dated September 29, 1994 between
          Orange and Rockland Utilities, Inc. and R. Lee Haney
          regarding participation in the Officers' Supplemental
          Retirement Plan of Orange and Rockland Utilities, Inc.
          (Exhibit 10.26 to Form 10-Q for the period ended
          September 30, 1994, File No. 1-4315).

 +*10.27  Letter agreement dated September 29, 1994 between
          Orange and Rockland Utilities, Inc. and D. Louis
          Peoples regarding participation in the Officers'
          Supplemental Retirement Plan of Orange and Rockland
          Utilities, Inc.  (Exhibit 10.27 to Form 10-Q for the
          period ended September 30, 1994, File No. 1-4315).

 +*10.29  Deferred Compensation Plan for Non Employee Directors
          as amended and restated effective August 15, 1996.
          (Exhibit 10.29 to Form 10-Q for the period ended
          September 30, 1996, File No. 1-4315).

 +*10.30  Letter Agreement dated April 6, 1995 between Orange and
          Rockland Utilities, Inc. and G. D. Caliendo regarding
          participation in the Officers' Supplemental Retirement
          Plan of Orange and Rockland Utilities, Inc.  (Exhibit
          10.30 to Form 10-Q for the period ended June 30, 1995,
          File No. 1-4315).

 +*10.31  Letter Agreement dated September 21, 1995 between
          Orange and Rockland Utilities, Inc. and Nancy M. Jakobs
          regarding participation in the Officers' Supplemental
          Retirement Plan of Orange and Rockland Utilities, Inc.
          (Exhibit 10.31 to Form 10-Q for the period ended
          September 30, 1995, File No. 1-4315).

 +*10.35  Severance Agreement dated October 18, 1995 between
          Orange and Rockland Utilities, Inc. and Nancy M.
          Jakobs.  (Exhibit 10.35 to Form 10-Q for the period
          ended September 30, 1995, File No. 1-4315).

 +*10.36  Agreement dated January 22, 1996 between Orange and
          Rockland Utilities, Inc. and D. L. Peoples regarding
          change in control arrangements.  (Exhibit 10.36 to Form
          10-K for the fiscal year ended December 31, 1995, File
          No. 1-4315).

 +*10.37  Agreement dated January 21, 1996 between Orange and
          Rockland Utilities, Inc. and G. D. Caliendo regarding
          change in control arrangements.  (Exhibit 10.37 to Form
          10-K for the fiscal year ended December 31, 1995, File
          No. 1-4315).

 +*10.38  Agreement dated January 22, 1996 between Orange and
          Rockland Utilities, Inc. and R. L. Haney regarding
          change in control arrangements.  (Exhibit 10.38 to Form
          10-K for the fiscal year ended December 31, 1995, File
          No. 1-4315).

 +*10.39  Agreement dated January 22, 1996 between Orange and
          Rockland Utilities, Inc. and L. S. Brodsky regarding
          change in control arrangements.  (Exhibit 10.39 to Form
          10-K for the fiscal year ended December 31, 1995, File
          No. 1-4315).

 +*10.40  Performance Share Unit Plan effective January 1, 1995,
          described on pages 10-11 of the Company's definitive
          proxy statement filed with the Securities and Exchange
          Commission on March 7, 1997 for its 1997 Annual Meeting
          of shareholders, which description is hereby
          incorporated by reference (File No. 1-4315).

 +*10.41  Annual Team Incentive Plan effective January 1, 1995,
          described on pages 9-10 of the Company's definitive
          proxy statement filed with the Securities and Exchange
          Commission on March 7, 1997 for its 1997 Annual Meeting
          of shareholders, which description is hereby
          incorporated by reference (File No. 1-4315).

 +*10.42  Letter Agreement dated February 16, 1995 between Orange
          and Rockland Utilities, Inc. and G. D. Caliendo
          regarding employment.  (Exhibit 10.42 to Form 10-K for
          the fiscal year ended December 31, 1995, File No. 1-
          4315).

 +*10.43  Letter Agreement dated July 14, 1994 between Orange and
          Rockland Utilities, Inc. and D. L. Peoples regarding
          employment.  (Exhibit 10.43 to Form 10-K for the fiscal
          year ended December 31, 1995, File No. 1-4315).

 +*10.44  Letter Agreement dated November 14, 1995 between Orange
          and Rockland Utilities, Inc. and L. S. Brodsky
          regarding employment.  (Exhibit 10.44 to Form 10-K for
          the fiscal year ended December 31, 1995, File No. 1-
          4315).

 +*10.45  Letter Agreement dated March 21, 1995 between Orange
          and Rockland Utilities, Inc. and Nancy M. Jakobs
          regarding employment.  (Exhibit 10.45 to Form 10-K for
          the fiscal year ended December 31, 1995, File No. 1-
          4315).

 +*10.46  Letter Agreement dated September 2, 1994 between Orange
          and Rockland Utilities, Inc. and R. L. Haney regarding
          employment.  (Exhibit 10.46 to Form 10-K for the fiscal
          year ended December 31, 1995, File No. 1-4315).

   13     The Company's 1996 Annual Report to Shareholders to the
          extent identified in this Form 10-K Annual Report for
          the fiscal year ended December 31, 1996.

   21     Subsidiaries of the Company.

   24     Powers of Attorney.

   27     Financial Data Schedule.

  *99.1   Joint Cooperation Agreement between the Office of the
          Rockland County District Attorney and Orange and
          Rockland Utilities, Inc., dated November 3, 1993
          (Exhibit 99.1 to Form 10-Q for the quarter ended
          September 30, 1993, File No. 1-4315).

  *99.5   Agreement Between Orange and Rockland Utilities, Inc.
          and Kroll Associates, Inc. dated as of November 1,
          1994.  (Exhibit 99.5 to Form 10-Q for the period ended
          September 30, 1994, File No. 1-4315).

          +    Denotes executive compensation plans and
          arrangements.

          *    Incorporated by reference to the indicated
          filings.

The securities issued relevant to each of the following
agreements were not registered with the Securities and Exchange
Commission and the total amount of securities authorized under
each agreement does not exceed 10% of the total assets of the
Company and its subsidiaries on a consolidated basis.  Therefore,
as provided in Item 601 of Regulation S-K, the following
agreements are not filed as exhibits.  The Company agrees,
however, to furnish to the Commission a copy of each agreement
upon request:

          -    First Supplemental Indenture, dated August 15,
          1990, to the Indenture of Mortgage and Deed of Trust of
          Pike County Light & Power Company.

          -    Indenture of Trust between NYSERDA and the Bank of
          New York, as Trustee, relating to the Pollution Control
          Revenue Bonds (Orange and Rockland Utilities, Inc.
          Project) dated as of August 15, 1994.

          -    Participation Agreement between NYSERDA and Orange
          and Rockland Utilities, Inc., dated as of August 15,
          1994.

          -    Indenture of Trust between NYSERDA and the Bank of
          New York, as Trustee, relating to the Pollution Control
          Refunding Revenue Bonds dated as of July 1, 1995.

          -    Participation Agreement between NYSERDA and Orange
          and Rockland Utilities, Inc., dated as of July 1, 1995.

          -    Tenth Supplemental Indenture of Rockland Electric
          Company, dated as of February 1, 1997.