CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                  ORANGE AND ROCKLAND UTILITIES, INC.

         Under Section 805 of the Business Corporation Law

      We, the undersigned KEVIN BURKE and PETER A. IRWIN,  being,  respectively,
the  President  and the  Secretary  of Orange  and  Rockland  Utilities,  Inc. a
corporation  formed  under  the  laws  of the  State  of New  York  (hereinafter
sometimes called the "Company"), DO HEREBY CERTIFY as follows:

      1. The name of the Company is Orange and Rockland  Utilities,  Inc. It was
originally incorporated under the name of Rockland Light and Power Company.

      2. The Certificate of  Incorporation of the Company (being the Certificate
of Consolidation dated February 8, 1926, pursuant to which it was organized) was
filed in the  office of the  Secretary  of State of the State of New York on May
21, 1926. A Restated Certificate of Incorporation was filed in the office of the
Secretary of State of the State of New York on May 7, 1996 (hereinafter referred
to as the "Certificate of Incorporation").

      3. The Certificate of Incorporation  of the Company,  is hereby amended in
the following respects:

      (a) Article FIFTH of said Certificate of Incorporation  which provides for
(i) the authorized  number of directors,  (ii) the  classification of directors,
(iii) for the filling of vacancies on the Board of  Directors,  (iv) the removal
of directors,  (v) factors the Board of Directors shall take into  consideration
when  evaluating  certain  business  combination  and (vi) for the  amendment of
Article FIFTH is hereby amended to read in its entirety as follows:

                  "FIFTH:  The number of  Directors  of the Company  shall be no
less than three,  the exact number of Directors shall be determined from time to
time  solely  by the  affirmative  vote of a  majority  of the  total  number of
Directors  the  Company  would have if there were no  vacancies  in the Board of
Directors."

      (b) Article EIGHTH of said  Certificate of  Incorporation,  which provides
for a super-majority vote of shareholders for certain business  combinations and
for the amendment of Article  EIGHTH,  is hereby  eliminated in its entirety and
existing Article NINTH, is hereby renumbered as Article EIGHTH.


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      4. This amendment of the Certificate of Incorporation  was duly authorized
and approved, pursuant to sections 803(a) and 615(a) of the Business Corporation
Law, by the unanimous vote of the Directors present at a meeting of the Board of
Directors of the Company duly called and held on July 8, 1999,  at which meeting
a quorum was present and acting  throughout,  followed by the unanimous  written
consent of the sole shareholder of the Company.

      IN WITNESS WHEREOF,  the undersigned have subscribed this certificate this
14th day of July, 1999, and the undersigned  affirm the statements  contained in
this certificate as true under the penalties of perjury.



                                          Kevin Burke
                                          President



                                          Peter Irwin
                                          Secretary

                                          One Blue Hill Plaza
                                          Pearl River, New York 10965