BY-LAWS

                                       of

                       ORANGE AND ROCKLAND UTILITIES, INC.


      SECTION 1. ANNUAL  MEETINGS.  The annual  meeting of  shareholders  of the
Corporation  for the election of Directors and the transaction of other business
shall be held on the Tuesday  following  the third Monday in May at the hour and
place,  within or without  the State of New York,  as may be  designated  by the
Board of Directors.
      SECTION 2. SPECIAL  MEETINGS.  Special meetings of the shareholders of the
Corporation  may be called by the Board of  Directors,  and shall be called upon
the  request of  shareholders  holding a majority of the  outstanding  shares of
stock entitled to vote at such meeting.
      SECTION 3. NOTICE OF MEETINGS.  Written notice of the place, date and hour
of every meeting of shareholders,  the purpose of such meeting and, in case of a
special  meeting,  the person or persons by or at whose direction the meeting is
being  called,  shall be  given,  personally  or by  mail,  or if  permitted  by
applicable  law  by  electronic  means,  by  the  Secretary,  or  other  officer
performing  his or her duties,  at least ten days, but not more than sixty days,
before the  meeting to each  shareholder  entitled to vote at such  meeting.  If
mailed,  such notice shall be directed to the  shareholder at his or her address
as it  appears  on the record of  shareholders  or to such other  address as the
shareholder  shall have filed with the  Secretary  for such  purpose;  provided,
however,  that if a shareholder be present at a meeting,  in person or by proxy,
without  protesting prior to the conclusion of the meeting the lack of notice of
the meeting,  or in writing
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waives notice  thereof before or after the meeting, the mailing to such
shareholder of notice of the meeting is unnecessary.
      SECTION 4.  QUORUM.  At any  meeting,  the  holders  of a majority  of the
outstanding shares of stock of the Corporation  entitled to vote at the meeting,
present in person or by proxy, shall constitute a quorum, but less than a quorum
shall have power to adjourn.
      SECTION 5. CHAIRMAN AND SECRETARY OF SHAREHOLDERS'  MEETINGS. The Chairman
of the Board, or a Director or officer  designated by the Chairman of the Board,
shall  preside over all meetings of  shareholders.  The  Secretary  shall act as
secretary of the meeting, if present. In his or her or her absence, the chairman
of the meeting may appoint any person to act as secretary of the meeting.
      SECTION 6. NUMBER OF DIRECTORS.  The business of the Corporation  shall be
managed under the direction of a Board consisting of three Directors,  who shall
be elected  annually  by the  shareholders  and shall hold  office  until  their
successors are elected and  qualified.  The number of Directors may be increased
or decreased by the Board of Directors;  provided that no decrease shall shorten
the term of any  incumbent  Director.  Vacancies  occurring in the Board for any
reason except the removal of Directors  without cause may be filled by the Board
of Directors.
      SECTION 7. REMOVAL OF  DIRECTORS.  Any or all of the  Directors  may
be  removed  for  cause by vote of the  shareholders  or by  action of the
Board of Directors.  Any or all of the  Directors  may be removed  without
cause by vote of the shareholders.
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      SECTION 8. MEETINGS OF DIRECTORS. Meetings of the Board of Directors shall
be held at the time and place  fixed by the Board of  Directors  or upon call of
the Chairman of the Board or President. The Secretary, or officer performing his
or her duties, shall give 24 hours notice of all meetings of Directors; provided
that a meeting may be held without notice  immediately after the annual election
of  Directors,  and notice need not be given of regular  meetings  held at times
fixed by the Board of Directors. Meetings may be held at any time without notice
if all the  Directors  are  present and none  protest the lack of notice  either
prior to the  meeting  or at its  commencement,  or if those not  present  waive
notice either before or after the meeting.  A majority of the entire Board shall
constitute a quorum, but less than a quorum shall have the power to adjourn. The
Chairman of the Board,  or a Director  designated  by the Chairman of the Board,
shall preside at all meetings of the Board.
      SECTION 9.  COMMITTEES OF THE BOARD.  The Board of Directors may designate
from  among its  members  an  Executive  Committee  and other  committees,  each
consisting of one or more Directors and each of which, to the extent provided in
such resolution,  shall have all the authority of the Board, except as otherwise
provided by law.
      SECTION 10.  ACTION BY BOARD OF  DIRECTORS  WITHOUT A MEETING.  Any action
required or permitted  to be taken by the Board of  Directors  or any  committee
thereof  may be taken  without a meeting if all the  members of the Board or the
committee  consent in writing to the  adoption of a resolution  authorizing  the
action.  The  resolution  and written  consents  thereto shall be filed with the
minutes of the proceedings of the Board or the committee.
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      SECTION 11. DIRECTOR AND COMMITTEE ACTION BY CONFERENCE TELEPHONE. Any one
or more of the  members  of Board of  Directors  or any  committee  thereof  may
participate  in a meeting of such Board or  committee  by means of a  conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time.  Participation by such means
shall constitute presence in person at a meeting.
      SECTION 12.  ELECTION OF CHAIRMAN OF THE BOARD AND OFFICERS.  The Board of
Directors,  promptly  after the election of Directors in each year,  shall elect
from among its members a Chairman of the Board,  and shall elect a President and
a  Secretary,  and may from time to time elect one or more Vice  Presidents  and
such other officers as they may deem proper. Any two or more offices may be held
by the same person.
      SECTION  13.  TERM OF  OFFICE  AND  VACANCIES.  The term of  office of all
officers shall be until the meeting of the Board of Directors following the next
annual meeting of shareholders and until their respective  successors are chosen
and qualify, but any officer may be removed from office at any time by the Board
of Directors with or without cause.  Vacancies  among the officers may be filled
by the Board of Directors at any meeting.
      SECTION 14. DUTIES OF OFFICERS.  The  President  shall have such duties as
usually pertain to his or her office,  except as otherwise directed by the Board
of  Directors,  and shall  also have such  powers and duties as may from time to
time be conferred upon him or her by the Board of Directors.  The other officers
of the Corporation shall have such duties as usually pertain to their respective
offices, except as otherwise directed by the Board of Directors,  and

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shall also have such powers and duties as may from time to time be  conferred
upon them by the Board of Directors.
      SECTION  15.  ETHICS  PROGRAM.  The Board of  Directors  shall  have
the   following   responsibilities   and   duties   with   regard  to  the
Corporation's ethics program:
                  (A)  Provide  oversight  and  direction  with  regard  to  the
                 Corporation's  Ethics  Program and to the ethics  officer  (the
                 "Ethics Officer")  appointed  pursuant thereto in a manner that
                 insures that the  Corporation  will operate in accordance  with
                 ethical principles;
                  (B) Receive reports at least quarterly from the Ethics Officer
                 detailing  the  status of ethics  initiatives,  investigations,
                 disciplinary  procedures,  compliance efforts and other related
                 activities;
                  (C) Review and  determine  the actions,  if any,  beyond those
                 undertaken  by  the  Ethics  Officer,  that  are  necessary  to
                 satisfactorily   resolve  any   reported   violations   of  the
                 Corporation's Ethics Program;
                  (D) Be available, through the Ethics Officer, as an avenue for
                 employees,  vendors  and others to express  concerns  regarding
                 possible ethical transgressions  involving senior management of
                 the Corporation.
      SECTION 16. AMENDMENTS OF BY-LAWS.  The Board of Directors or shareholders
may  alter,  amend or repeal any of these  By-laws  or adopt new  By-laws at any
meeting duly held as above provided.
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      SECTION  17.   INDEMNIFICATION.   (a)  Any  Director  or  officer  of  the
Corporation shall be indemnified by the Corporation to the full extent permitted
by the Law of the State of New York in connection with any proceeding  involving
a Director or officer by reason of his or her being or having been a Director or
officer.  (b) Any Director or officer may be insured by insurance  purchased and
maintained  by or for the  Corporation  against  any  expenses  incurred  in any
proceeding  and  any  liabilities  asserted  against  him  or  her in his or her
capacity as Director or officer,  whether or not the Corporation  would have the
power to indemnify him or her against such liability.