AMENDMENT TO LEASE AGREEMENT

This Amendment is effective as of August 1, 1996 and amends and
modifies that certain Lease Agreement, dated as of February 1,
1971 (the "Lease") by and between Orange and Rockland Utilities,
Inc. of one Blue Hill Plaza, Pearl River, NY 10965 ("Lessee"),
and United States Trust Company of New York ("US Trust"), as
lessor thereunder and trustee under that certain Trust Agreement,
dated as of February 1, 1971.  Fleet Capital Corporation of 50
Kennedy Plaza, Fifth Floor, Providence, Rhode Island 02903
("FCC"), has succeeded to all interests of US Trust as lessor of
the Units under the Lease and to all interests of Industrial
National Leasing Corporation as owner of the Trust Estate under
the Trust Agreement; all references herein and in the Lease to
"Lessor" or "Owner" shall be deemed to be references to FCC.
Except as otherwise defined herein, all capitalized terms used
herein and not defined herein shall have the meanings set forth
or referred to in the Lease.

Subject to the terms and provisions hereof, Lessee has elected to
renew the Lease for the Renewal Term as contemplated in Section
24(a) of the Lease.  Lessor and Lessee hereby agree to amend and
modify the Lease as set forth below:

1. Definitions.  (a) The second sentence of the definition of
   "Stipulated Loss Value" shall be deleted in its entirety and
   replaced with the following two sentences:
   "Stipulated Loss Value" for each Unit as of any Semi-Annual
   Payment Date during the Renewal Term shall mean one-half of
   the amount set forth as the Purchase Price Amount in Annex A
   attached to the Amendment to Lease Agreement effective as of
   August 1, 1996 opposite such Semi-Annual Payment Date.
   Stipulated Loss Value" for each Unit as of the expiration of
   the Renewal Term shall mean $100,000."

   (b) The second sentence of the definition of "Termination
   Value" shall be deleted in its entirety and replaced with the
   following:
   "Termination Value" for each Unit as of any Semi-Annual
   Payment Date during the Renewal Term shall mean one-half of
   the amount set forth as the Termination Value in Annex A
   attached to the Amendment to Lease Agreement effective as of
   August 1, 1996 opposite such Semi-Annual Payment Date."

2. Substitution of FCC for US Trust.  The quoted language
   appearing in the second paragraph of section 8 shall be
   deleted in its entirety and replaced with the following:
   "Fleet Capital Corporation, Owner-Lessor under Lease
   Agreement, dated February 1, 1971."

3. Early Termination.  Section 10(a) shall be deleted in its
   entirety and replaced with the following:  "If no Event of
   Default (or other event which after lapse of time or notice
   or both would become an Event of Default) shall have occurred
   and be continuing and this Lease shall not have been earlier
   terminated, Lessee shall be entitled, at its option, upon at
   least 35 days' prior written notice to Lessor, to terminate
   this Lease with respect to either or both of the Units on the
   next succeeding Semi-Annual Payment Date upon payment of the
   Termination Value for such Unit or Units as of such Semi-
   Annual Payment Date and thereupon Lessee shall deliver such
   Unit or Units to Lessor in accordance with section 5 hereof,
   whereupon the obligation of Lessee to make payments of Basic
   Rent shall terminate for all Semi-Annual Lease Periods
   commencing on or after such termination."

4. Lessee Officers.  The last paragraph of section 16 shall be
   modified by deleting the reference to "Chairman of the Board"
   contained therein and substituting therefor "the Chief
   Executive Officer, the Treasurer,..."

5. New Addresses for Notices and Payments.  Section 21 shall be
   modified to refer to the addresses of the Lessee and Lessor
   set forth above.  Section 22 shall be modified to require
   payments in immediately available funds to Lessor at its
   address set forth above, or at such other address as Lessor
   shall from time designate in written notice to Lessee.

6. Renewal and Purchase Options.  (a) The last clause of section
   24(a) beginning with the phrase "each in an amount equal to 7
   1/4%...shall be deleted in its entirety and replaced with the
   following:  "each in an amount equal to $72,500 for each such
   Unit, payable on the Semi-Annual Payment Dates for the
   Renewal Term."

   (b) The first sentence of section 24(b) shall be deleted in
   its entirety and replaced with the following:  "If no Event
   of Default (or other event which after lapse of time or
   notice or both would become an Event of Default) shall have
   occurred and be continuing and this Lease shall not have been
   earlier terminated, Lessee shall be entitled, at its option,
   upon at least six months' prior written notice to Lessor, to
   purchase any Unit on the next succeeding Semi-Annual Payment
   Date or expiration of the Renewal Term with respect thereto
   upon payment of the Stipulated Loss Value applicable to such
   Unit and, in the event of such purchase, the obligation of
   Lessee to pay Basic Rent with respect to such Unit for all
   Semi-Annual Periods commencing on or after the termination
   date shall terminate."

   (c) Section 24(c) shall be deleted in its entirety.

This Amendment shall be governed by, and construed in accordance
with, the laws of the State of New York.  Except as specifically
set forth herein, all of the terms and conditions of the Lease
shall remain in full force and effect and are hereby ratified and
affirmed.  To the extent that the provisions of this Amendment
conflict with any provisions contained in the Lease, the
provisions of this Amendment shall control.

IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their duly authorized representatives as of the dates
set forth below.

Orange and Rockland Utilities, Inc.          Fleet Capital Corporation



By:    /s/Robert J. McBennett           By:    /s/Brian D. DeRusha
Name:  Robert J. McBennett              Name:  Brian D. DeRusha

Title:  Treasurer                       Title:  Vice President








                                                            Annex A


                          TERMINATION         PURCHASE
  SEMI-ANNUAL                VALUE             PRICE
  PAYMENT DATE                ($)             AMOUNT ($)

August 1, 1996         1,873,550.00        2,073,550.00

February 1, 1997       1,817,565.14        2,017,565.14

August 1, 1997         1,758,877.03        1,958,877.03

February 1, 1998       1,697,355.14        1,897,355.14

August 1, 1998         1,632,862.64        1,832,862.64

February 1, 1999       1,565,256.09        1,765,256.09

August 1, 1999         1,494,385.14        1,694,385.14

February 1, 2000       1,420,092.15        1,620,092.15

August 1, 2000         1,342,211.89        1,542,211.89

February 1, 2001       1,260,571.15        1,460,571.15

August 1, 2001         1,174,988.35        1,374,988.35

February 1, 2002       1,085,273.15        1,285,273.15

August 1, 2002           991,226.02        1,191,226.02

February 1, 2003         892,637.78        1,092,637.78

August 1, 2003           789,289.16          989,289.16

February 1, 2004         680,950.32          880,950.32

August 1, 2004           567,380.29          767,380.29

February 1, 2005         448,326.48          648,326.48

August 1, 2005           323,524.12          523,524.12

February 1, 2006         192,695.61          392,695.61