UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                                    FORM 10-Q
(Mark One)

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

          For the quarterly period ended March 31, 1998

                                       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)

                                      NONE
              (Former name, former address and former fiscal year,
                          if changed since last report)
                                        

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

Indicate  the  number  of shares outstanding of each of the  issuer's class of
common stock, as of the close of the latest practicable date.

 Common Stock - $5 Par Value                 13,518,779 shares
           (Class)                   (Outstanding at April 30, 1998)


                                TABLE OF CONTENTS



                                                          Page
PART I.   FINANCIAL INFORMATION

ITEM 1.   Financial Statements

          Consolidated Balance Sheets (Unaudited) at
          March 31, 1998 and December 31, 1997                       1

          Consolidated Statements of Income (Unaudited)
          for the three months ended March 31, 1998
          March 31, 1997                                             3

          Consolidated Cash Flow Statements (Unaudited)
          for the three months ended March 31, 1998
          and March 31, 1997                                         5

          Notes to Consolidated Financial Statements                 6

ITEM 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations              8


PART II.  OTHER INFORMATION

ITEM 1.   Legal Proceedings                                         15

ITEM 4.   Submission of Matters to a Vote of Security Holders       18

ITEM 6.   Exhibits and Reports on Form 8-K                          19

Signatures                                                          21
<TABLE>

                         PART I.  FINANCIAL INFORMATION

Item I.   Financial Statements

              ORANGE AND ROCKLAND UTILITIES, INC. AND SUBSIDIARIES
                     Consolidated Balance Sheets (Unaudited)
                                     Assets
<CAPTION>
                                                     March 31,   December 31,
                                                        1998         1997
                                                     (Thousands of Dollars)
<S>                                                 <C>          <C>  
Utility Plant:
Electric                                            $1,048,587   $1,047,857
Gas                                                    232,771      232,206
Common                                                  64,570       64,570
  Utility Plant in Service                           1,345,928    1,344,633
Less accumulated depreciation                          480,773      471,865
  Net Utility Plant in Service                         865,155      872,768
Construction work in progress                           70,121       63,445
  Net Utility Plant                                    935,276      936,213

Non-utility Property:
Non-utility property                                    11,653       11,651
Less accumulated depreciation, depletion
  and amortization                                       1,148        1,109
  Net Non-utility Property                              10,505       10,542

Current Assets:
Cash and cash equivalents                                4,253        3,513
Temporary cash investments                                 518          518
Customer accounts receivable, less allowance for
  uncollectible accounts of $2,628 and $2,530           60,555       61,817
Accrued utility revenue                                 19,848       22,869
Other accounts receivable, less allowance for
  uncollectible accounts of $306 and $258                9,690       20,450
Materials and supplies (at average cost)                25,213       35,269
Prepaid property taxes                                  22,301       21,575
Prepayments and other current assets                    23,605       21,469
  Total Current Assets                                 165,983      187,480

Deferred Debits:
Income tax recoverable in future rates                  75,353       74,731
Deferred revenue taxes                                  10,466       10,923
Deferred pension and other postretirement benefits       8,051        9,334
IPP settlements                                         12,625       14,238
Unamortized debt expense (amortized over term
  of securities)                                        10,979       11,153
Other deferred debits                                   31,176       29,705
  Total Deferred Debits                                148,650      150,084

Net Assets of Discontinued Operations                    1,476        1,645

     Total                                          $1,261,890   $1,285,964

The accompanying notes are an integral part of these statements.
</TABLE>
<TABLE>
              ORANGE AND ROCKLAND UTILITIES, INC. AND SUBSIDIARIES
                     Consolidated Balance Sheets (Unaudited)
                         Capitalization and Liabilities
<CAPTION>
                                                      March 31, December 31,
                                                         1998        1997
                                                      (Thousands of Dollars)
<S>                                                   <C>        <C>
Capitalization:
Common stock (13,518,737 & 13,589,011 shares
  outstanding)                                        $  67,594  $  67,945
Premium on capital stock                                132,300    132,985
Capital stock expense                                   (6,056)    (6,084)
Retained earnings                                       183,625    181,473
  Total                                                 377,463    376,319
Non-redeemable preferred stock (428,443 shares
  outstanding)                                           42,844     42,844
Non-redeemable cumulative preference stock
  11,548 and 11,639 shares outstanding)                     376        379
  Total Non-Redeemable Stock                             43,220     43,223
Long-term debt                                          356,637    356,637
  Total Capitalization                                  777,320    776,179

Non-current Liabilities:
Reserve for claims and damages                            4,187      4,591
Post-retirement benefits                                 13,207     15,334
Pension costs                                            44,841     43,618
Obligations under capital leases                          1,603      1,646
  Total Non-current Liabilities                          63,838     65,189

Current Liabilities:
Notes payable and obligations due within one year       121,398    130,609
Accounts payable                                         38,830     57,630
Accrued Federal income and other taxes                   10,591      2,929
Refundable fuel and gas costs                             6,018      3,848
Refunds to customers                                      1,292        986
Other current liabilities                                25,044     30,678
  Total Current Liabilities                             203,173    226,680

Deferred Taxes and Other:
Deferred Federal income taxes                           191,927    192,514
Deferred investment tax credits                          14,289     14,482
Accrued Order 636 transition costs                        1,340      1,340
Other deferred credits                                   10,003      9,580
  Total Deferred Taxes and Other                        217,559    217,916



     Total                                           $1,261,890 $1,285,964

The accompanying notes are an integral part of these statements.
</TABLE>
<TABLE>
              ORANGE AND ROCKLAND UTILITIES, INC. AND SUBSIDIARIES
                  Consolidated Statements of Income (Unaudited)
<CAPTION>
                                                    Three Months
                                                   Ended March 31,
                                                     1998      1997
                                                (Thousands of Dollars)
<S>                                             <C>        <C>
Operating Revenues:
Electric                                        $106,096   $107,101
Gas                                               58,826     77,906
  Total Utility Revenues                         164,922    185,007
Diversified Activities                               159        312
  Total Operating Revenues                       165,081    185,319

Operating Expenses:
Operations:
  Fuel used in electric production                16,274     12,414
  Electricity purchased for resale                15,987     18,856
  Gas purchased for resale                        30,955     48,117
  Other expenses of operation                     34,225     32,586
Maintenance                                        7,292      8,959
Depreciation and amortization                      8,561      9,377
Taxes other than income taxes                     23,804     26,152
Federal income taxes                               6,501      7,463
  Total Operating Expenses                       143,599    163,924

Income from Operations                            21,482     21,395

Other Income and (Deductions):
Allowance for other funds used during
  construction                                        (3)        15
Investigation costs                                    -     (3,390)
Other - net                                          621         12
Taxes other than income taxes                        (70)       (66)
Federal income taxes                                 (51)     1,409
  Total Other Income and (Deductions)                497     (2,020)

Income Before Interest Charges                    21,979     19,375

Interest Charges:
Interest on long-term debt                         5,945      6,150
Other interest                                     2,557      1,542
Amortization of debt premium, expense-net            283        397
Allowance for borrowed funds used
  during construction                               (610)      (228)
  Total Interest Charges                           8,175      7,861

Income from Continuing Operations                 13,804     11,514

                                   (continued)
</TABLE>
<TABLE>

              ORANGE AND ROCKLAND UTILITIES, INC. AND SUBSIDIARIES
                  Consolidated Statements of Income (Unaudited)
                                   (continued)
<CAPTION>
                                                    Three Months
                                                   Ended March 31,
                                                     1998       1997
                                               (Thousands of Dollars)
<S>                                              <C>       <C>
Discontinued Operations:
Loss from discontinued operations
   net of related income taxes                   $     -   $ (4,598)

Net Income                                        13,804      6,916

Dividends on preferred and preference
  stock, at required rates                           700        700

Earnings applicable to common stock              $13,104    $ 6,216

Average number of common shares
  outstanding(000's)                              13,520     13,654

Basic Earnings Per Average Common Share
  Outstanding:
Continuing Operations                            $   .97    $   .79
Discontinued Operations                                -       (.33)

  Total                                          $   .97    $   .46

Dividends declared per common share
  outstanding                                    $  .645    $  .645

The accompanying notes are an integral part of these statements.
</TABLE>
<TABLE>

              ORANGE AND ROCKLAND UTILITIES, INC. AND SUBSIDIARIES
                  Consolidated Cash Flow Statements (Unaudited)
<CAPTION>
                                                         Three Months Ended
                                                             March 31,
                                                           1998        1997
                                                       (Thousands of Dollars)
<S>                                                       <C>       <C>
Cash Flow from Operations:
Net income                                                $13,804   $6,916
Adjustments to reconcile net income to net cash provided
  by (used in)operating activities:
  Depreciation and amortization                             8,449    9,265
  Deferred Federal income taxes                            (1,333)  (2,252)
  Deferred investment tax credit                             (193)    (198)
  Deferred and refundable fuel and gas costs                2,170    4,781
  Allowance for funds used during construction               (607)    (244)
  Other non-cash charges                                      705      752
  Changes in certain current assets and liabilities:
     Accounts receivable (net) and
       accrued utility revenues                            15,043   (4,859)
     Materials and supplies                                10,056    8,059
     Prepaid property taxes                                  (726)    (977)
     Prepayments and other current assets                  (2,136)    (300)
     Operating accounts payable                           (18,800) (23,741)
     Accrued Federal income and other taxes                 7,662   10,260
     Accrued interest                                      (2,362)  (2,771)
     Refunds to customers                                     306      506
     Other current liabilities                             (3,271)  (4,461)
  Discontinued operations                                     169    1,804
  Other-net                                                 1,481    5,871
  Net Cash Provided from Operations                        30,417    8,411
Cash Flow from Investing Activities:
Additions to plant                                         (8,357) (12,082)
Temporary cash investments                                     --      769
Allowance for funds used during construction                  607      244
  Net Cash Used in Investing Activities                    (7,750) (11,069)
Cash Flow from Financing Activities:
Proceeds from:
  Issuance of long-term debt                                   --   20,056
Retirements of:
  Common Stock                                             (3,225)      --
  Preference and preferred stock                               --   (1,390)
  Long-term debt                                              (10) (20,114)
  Capital lease obligations                                   (39)      --
Net borrowings (repayments) under
  short-term debt arrangements*                            (9,215)  16,530
Dividends on preferred and common stock                    (9,438)  (9,536)
Net Cash Used in Financing Activities                     (21,927)   5,546
Net Change in Cash and Cash Equivalents                       740    2,888
Cash and Cash Equivalents at Beginning of Period            3,513    3,321
Cash and Cash Equivalents at End of Period                $ 4,253  $ 6,209
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
  Interest, net of amounts capitalized                    $10,226  $10,456
  Federal income taxes                                     $3,000       --
*Debt with maturities of 90 days or less.
The accompanying notes are an integral part of these statements.
</TABLE>


              ORANGE AND ROCKLAND UTILITIES, INC. AND SUBSIDIARIES
                                        
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  The consolidated balance sheet as of March 31, 1998, the consolidated
    statements of income for the three month periods ended March 31, 1998 and
    1997, and the consolidated cash flow statements for the three month periods
    then ended have been prepared by Orange and Rockland Utilities, Inc. (the
    "Company") without an audit.  In the opinion of management, all adjustments
    (which include only normal recurring adjustments and the adjustments
    necessitated by the discontinued operations) necessary to fairly present
    the financial position and results of operations at March 31, 1998, and for
    all periods presented, have been made.  The amounts in the consolidated
    balance sheet as of December 31, 1997 have been derived from audited
    financial statements.

2.  Certain information and footnote disclosures normally included in financial
    statements prepared in accordance with generally accepted accounting
    principles have been omitted.  It is suggested that these unaudited
    consolidated financial statements, notes to consolidated financial
    statements and management's discussion and analysis of financial condition
    and results of operations be read in conjunction with the consolidated
    financial statements, the review of the Company's results of operations and
    financial condition and the notes to consolidated financial statements
    included in the Company's December 31, 1997 Annual Report to Shareholders.
    The results of operations for the period ended March 31, 1998 are not
    necessarily indicative of the results of operations for the full year.

3.  The consolidated financial statements include the accounts of the Company,
    all subsidiaries and the Company's pro-rata share of an unincorporated
    joint venture.  All intercompany balances and transactions have been
    eliminated.

4.  Contingencies at March 31, 1998 are substantially the same as the
    contingencies described in the "Notes to Consolidated Financial Statements"
    included in the Company's December 31, 1997 Annual Report to Shareholders,
    which material is incorporated by reference to the Company's December 31,
    1997 Form 10-K Annual Report, and in Item 3, Legal Proceedings of the
    Company's Form 10-K Annual Report for the fiscal year ended December 31,
    1997, except changes in the status of regulatory matters which are updated
    in Part I, Item 2 under the caption "Regulatory Activities" and the status
    of certain Legal Proceedings which are updated in Part II, Item I, "Legal
    Proceedings".

5.  In August 1997, Norstar Management, Inc. ("NMI"), a wholly owned indirect
    subsidiary of the Company, sold certain of the assets of NORSTAR Energy
    Limited Partnership ("NORSTAR"), a natural gas services and marketing
    company of which NMI is the general partner.  During the first quarter of
    1998, NMI continued to wind down the remaining portion of the NORSTAR
    business.  All activity has been completed with the    exception of
    finalizing the remaining accounts receivable and payable balances.  The
    resolution of these items is not expected to have a material effect on the
    Company's 1998 consolidated financial position or results of operations.

6.  Certain amounts from prior years have been reclassified to conform with the
    current year presentation.


Item 2. Management's Discussion and Analysis of
        Financial Condition and Results of Operations



Financial Condition:

                        Financial Performance

The Company's consolidated earnings per average common share outstanding for the
first quarter of 1998 were $0.97 as compared to $0.46 for the first quarter of
1997.  Discontinued operations had no effect on the first quarter of 1998 and
accounted for a loss of $(0.33) per share for the first quarter of 1997.
Settlement costs related to litigation with the Company's former Chairman had no
effect on the first quarter of 1998 and accounted for a loss of $(0.16) per
share for the first quarter of 1997.  Fluctuations within the components of
earnings are discussed in the "Results of Operations."  The average number of
common shares outstanding was 13.5 million for the first quarter of 1998 and
13.7 for the first quarter of 1997.

The return on average common equity from continuing operations for the twelve
months ended March 31, 1998 was 11.81% as compared to 11.35% for the twelve
months ended March 31, 1997. The return on average common equity, including the
effect of discontinued operations, for the twelve months ended March 31, 1998
was 8.99% as compared to 9.33% for the twelve months ended March 31, 1997.


                         Capital Resources and Liquidity

At March 31, 1998, the Company and its utility subsidiaries had unsecured bank
lines of credit totaling $140.0 million.  The Company borrows under the lines of
credit through the issuance of promissory notes to the banks.  However, the
Company primarily utilizes such lines of credit to fully support commercial
paper borrowings.  The aggregate amount of borrowings through the issuance of
promissory notes and commercial paper cannot exceed the aggregate lines of
credit. The average daily balance of short-term borrowings for the three months
ended March 31, 1998 amounted to $125.5 million at an effective interest rate of
5.9% as compared to $93.7 million at an effective interest rate of 5.8% for the
same period of 1997.  The average daily balance of temporary cash investments
for the three months ended March 31, 1998 was $0.5 million with an effective
interest rate of 5.1% compared to $1.3 million at an effective interest rate of
5.2% for the same period of 1997.  The non-utility subsidiaries of the Company
and of Rockland Electric Company ("RECO"), a wholly owned utility subsidiary of
the Company, had no bank lines of credit at March 31, 1998.

On December 18, 1997, the Company issued $80 million of 6 1/2% Debentures due
2027 (Series E)(the "Series E Debentures").  The proceeds of the Series E
Debentures were used to repay promissory notes issued for the purpose of
redeeming two series of the Company's long term debt aggregating $80 million
principal amount which matured during October 1997.  The Series E Debentures
were not registered under the Securities Act of 1933 (the "1933 Act") and
were sold to qualified institutional buyers pursuant to Rule 144A of the 1933
Act.  Pursuant to an agreement in connection with the sale of the Series E
Debentures, the Company, in January 1998, registered $80 million of 6 1/2%
Debentures due 2027 (Series F)(the "Series F Debentures") under the 1933 Act.
The Series F Debentures are substantially identical to the Series E Debentures
and were offered to holders of the Series E Debentures in exchange for the
Series E Debentures.  On March 3, 1998, all of the Series E Debentures were
exchanged for the Series F Debentures.

During December 1997,the Company initiated a Common Stock Repurchase Program.
Pursuant to an Order of the New York Public Service Commission ("NYPSC"), the
Company has authority to repurchase up to 700,000 shares of its common stock not
later than December 31, 1999 in the open market or through privately negotiated
transactions. During February, 1998, the Company temporarily suspended the
Common Stock Repurchase Program.  Through March 31, 1998, 136,300 shares of the
Company's common stock have been repurchased at an average price of $45.75 per
share.

The Company currently has no plans for the issuance of additional debt or equity
securities.


                              Regulatory Activities

New York Competitive Opportunities Proceeding

Electric:

Reference is made to Item 3, Legal Proceedings, under the caption "New York
Competitive Opportunities Proceeding" in the Company's Annual Report on Form
10-K for the year ended December 31, 1997, for a description of the NYPSC
Competitive Opportunities Proceeding (Case Nos. 94-E-0952 and 96-E-0900).  On
February 13, 1998, in accordance with the Settlement in the Company's
Competitive Opportunities Proceeding(Case E-0900), the Company filed proposed
unbundled tariffs.  The unbundled filing separates the Company's existing
tariffs into production, transmission, distribution and customer cost
categories.  The Company expects this phase of the Competitive Opportunities
proceeding to continue throughout the remainder of 1998.

In addition, on April 16, 1998, the NYPSC issued an order (the "April 16, 1998
Order") authorizing the process for auctioning the Company's generating assets.
The NYPSC required that the Company and Consolidated Edison Company of New York,
Inc. ("Con Edison") modify their agreement for the joint auction of the Bowline
Plant.  The Company and Con Edison had agreed that the gross proceeds from the
auction of the Bowline Plant, including those from the sale of an adjacent 97
acre parcel of land, would be allocated 70% to Con Edison and 30% to the
Company, until Con Edison receives a maximum premium of $9 million.  The premium
would be calculated by multiplying the difference between 70% and 66 2/3% (i.e.,
3 1/3%) by the gross proceeds.  Once the maximum premium is reached, any
additional gross proceeds would be allocated two-thirds to Con Edison and one-
third to the Company.

The NYPSC found this arrangement to be unreasonable.  According to the NYPSC,
such a premium would be appropriate, however, if it is triggered when proceeds
from the sale of the plant exceed the Company's total costs (book value, taxes
and auction transaction costs).  In addition, the Commission ruled that since
the Company is the sole owner of the adjacent 97 acre parcel of land, that
parcel should be treated as a Company asset.  Con Edison should not share in the
proceeds from the sale of that parcel.

On May 1, 1998, the Company and Con Edison filed with the NYPSC a revised
agreement, dated April 30, 1998, which complies with the requirements of the
April 16, 1998 Order for the joint auction of the Bowline Plant.  The Company
requested that the NYSPC review and approve expeditiously this revised
agreement, in order that the Company can commence its auction process.

The April 16, 1998 Order also required that the Company submit to the NYPSC a
written statement of unconditional acceptance of the modifications and
conditions to the Company's proposed process for auctioning its generating
assets, set forth in the April 16, 1998 Order.  By letter dated April 30, 1998,
the Company unconditionally accepted those modifications and conditions.

The Company is unable to predict the outcome of this regulatory proceeding or
its effect on the Company's consolidated financial position or results of
operations.  However, the Company anticipates that it will commence the auction
of the generating assets during 1998.


Gas:

Reference is made to Item 3, Legal Proceedings, of the Company's Annual Report
on Form 10-K for the year ended December 31, 1997, under the caption "Regulatory
Matters - Competition," for a discussion of the transition to a competitive
natural gas market.  On April 1, 1998, the Company filed "Plans of Orange and
Rockland Utilities, Inc. to Mitigate Stranded Costs" in Case 93-G-0932, the New
York gas restructuring proceeding.  The Company's plan indicates that the
Company has not incurred stranded costs to date as a result of its natural gas
restructuring program.  As the transition to a competitive retail market
develops, the Company will determine what supply, transportation and storage
contracts it will maintain.  Whether the Company incurs stranded costs in the
future will depend upon the continuing development of the gas transportation
market on the Company's distribution system and further NYPSC action in
restructuring the New York gas market.  The NYPSC has not yet acted on the
Company's filing.  The Company is unable to predict the outcome of regulatory
initiatives undertaken in this regard or the effect on the Company's
consolidated financial position or results of operations.

New Jersey Energy Master Plan

Reference is made to Items 3, Legal Proceedings under the caption "New Jersey -
Energy Master Plan" in the Company's Annual Report on Form 10-K for the year
ended December 31, 1997, for information regarding the New Jersey Board of
Public Utilities ("NJBPU") Order "Adopting and Releasing Final Report in its
Energy Master Plan Phase II Proceeding to Investigate the Future Structure of
the Electric Power Industry (Docket No. EX 94120585Y)."  The Order required RECO
and other New Jersey investor owned electric utilities each to file unbundled
rates, a stranded cost proposal and a restructuring plan.  Hearings were
conducted in the stranded cost and unbundled rates phases before an
Administrative Law Judge.  The NJBPU issued an order modifying the return date
for a decision from the Administrative Law Judge in the stranded cost and
unbundled rates phases from May 15, 1998 to June 30, 1998.  Hearings in the
restructuring phase scheduled for May, 1998 will be heard directly by the NJBPU.
The NJBPU has indicated that it will rule on these filings by October 1998.  It
is not possible to predict the outcome of the NJBPU proceeding or its effect, if
any, on the Company's consolidated financial position or results of operations.





                              QUARTERLY COMPARISON

Results of Operations

The Company's total consolidated earnings per average common share outstanding
for the first quarter of 1998 amounted to $0.97 per share as compared to $0.46
per share for the first quarter of 1997.

The lower earnings experienced during the first quarter of 1997 were primarily
the result of the loss of $(0.33) per share experienced by the Company's now
discontinued gas marketing subsidiary operations as well as a loss of $(0.16)
per share due to settlement costs related to litigation with a former Chairman
and Chief Executive Officer of the Company.  During the first quarter of 1998,
utility operating gas revenues were adversely affected by the below-normal sales
resulting from the warm winter weather, the effect of which was somewhat
mitigated by the Company's gas weather normalization clause as described below.
Also partially offsetting the effect of lower gas sales was the Company's
continued success in containing utility operation and maintenance expenses.

Electric and Gas Revenues

Electric and gas operating revenues, including fuel cost and purchased gas cost
recoveries, decreased by $20.1 million during the first quarter of 1998 as
compared to the same quarter of 1997, as a result of lower fuel cost recoveries,
lower gas sales and the reduction in electric base rates effective December,
1997.

Electric operating revenues during the current quarter were $106.1 million as
compared to $107.1 million for the first quarter of 1997, a decrease of $1.0
million.

Actual total sales of electric energy to retail customers during the first
quarter of 1998 were 1,129,511 megawatt hours ("Mwh"), compared with 1,116,718
Mwh during the comparable period a year ago. Revenues associated with these
sales were $101.7 million during the current quarter compared to $104.7 million
during the first quarter of 1997. This decrease in revenue was the result of
base rate reductions and lower fuel cost recoveries partially offset by slightly
higher sales. Sales to other utilities for the first quarter of 1998 amounted to
120,977 Mwh with revenues of $3.4 million compared to 67,924 Mwh and $1.5
million of revenue in 1997.  Revenue from these sales are primarily a recovery
of costs, and under the applicable tariff regulations, have a minimal impact on
earnings.

Gas operating revenues during the current quarter were $58.8 million compared to
$77.9 million for the first quarter of 1997, a decrease of $19.1 million.  This
decrease is primarily the result of a decrease in the volume of gas sold and the
timing of fuel cost recoveries.

Record warm weather conditions during the first quarter of 1998 resulted in a
decrease in gas sales when compared to the first quarter of 1997. Sales to firm
customers during the first quarter of 1998 totaled 7,860 million cubic feet
("Mmcf"), compared with 8,996 Mmcf during the same period a year ago.  Gas
revenues from firm customers were $54.7 million, compared with $72.6 million in
the first quarter of 1997.  The level of revenues from gas sales in New York is
subject to a weather normalization clause that compares actual gas heating
season sales levels as measured by heating degree days to the number of
forecasted degree days used to establish gas base revenue requirements.  To the
extent that actual degree days differ from forecasted degree days by more than
2.2%, a revenue adjustment is recorded and the difference is either refunded to
or collected from firm gas customers.  Interruptible gas sales were 873 Mmcf for
the first quarter of 1998 compared to 878 Mmcf for the same period of 1997.
Revenues from interruptible customers were $2.9 million for the first quarter of
1998 compared to $3.9 million for the first quarter of 1997.

Fuel, Purchased Electricity and Purchased Gas Costs

The cost of fuel used in electric production and purchased electricity costs
amounted to $32.3 million for the first quarter of 1998 compared to $31.3
million for the first quarter of 1997, an increase of $1.0 million.  This
increase reflects the increase in demand for electricity, which was partially
offset by a decrease in fuel prices.

Purchased gas costs for utility operations were $31.0 million in the first
quarter of 1998 compared to $48.1 million in 1997, a decrease of $17.1 million.
This decrease in gas costs is attributable to the lower volume of gas purchased
for resale and a reduction in price.

Other Operating and Maintenance Expenses

The Company's total operating expenses excluding fuel, purchased power and gas
purchased for resale for the first quarter of 1998 decreased by $4.2 million
when compared with the same period in 1997.  Utility operating expenses
decreased by $4.3 million. Diversified operations expenses increased by $0.1
million.

The decrease in utility operating expenses is the result of reductions in taxes
other than income taxes of $2.3 million, lower depreciation and amortization
expenses of $0.8 million and lower Federal income tax expense of $0.9 million.
The reduction in taxes other than income taxes is primarily due to the change
necessitated by the New Jersey Uniform Transitional Utilities Assessment Act
which, although it resulted in a change in the method of recording the tax, did
not effect the Company's tax liability or the Company's net income for the
period.  Depreciation and amortization expense decreased due to the regulatory
adjustments approved in the New York Electric Restructuring Case.  Federal
income tax expense decreased due to lower taxable income. Other operation and
maintenance expenses decreased by $0.3 million.

Diversified Activities

The Company's diversified activities consist of energy services and land
development businesses conducted through wholly owned non-utility subsidiaries.

Revenues from diversified activities were $159,000 for the first quarter of 1998
compared with $312,000 a year ago.


Other Income, Deductions and Interest Charges - Net
Other income, net of interest charges and other deductions, increased by $2.2
million during the first quarter of 1998 when compared to the same quarter of
1997.  This is primarily the result of lower investigation charges, partially
offset by higher interest on a higher average level of short term borrowings.

                           PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings

Reference is made to Item 3, Legal Proceedings, in the Company's Annual Report
on Form 10-K for the year ended December 31, 1997 for a description of a
petition filed by the Company, the six other New York State investor-owned
electric utilities, and the Energy Association of New York State ("Petitioners')
in the New York State Supreme Court pursuant to Article 78 of the New York Civil
Practice Law and Rules challenging the NYPSC's May 20, 1996 Order in the NYPSC
Competitive Opportunities Proceeding, (Case Nos. 94-E-0952 and 96-E-0900).  By
Decision and Order on Motion dated April 7, 1998, the Appellate Division has
granted a motion to extend the time to perfect appeals to July 6, 1998.

Reference is made to Item 3, Legal Proceedings, in the Company's Annual Report
on Form 10-K for the year ended December 31, 1997 for a description of matters
related to the Cottman Avenue/Metal Bank Superfund Site in Philadelphia,
Pennsylvania.  The United States Environmental Protection Agency ("EPA") has
notified the Company and other potentially responsible parties ("PRP") that the
deadline for responding to the letter received by the Company on February 10,
1998 has been extended to May 26, 1998.  In addition, the Company has received a
package of information from the Metal Bank Group which, inter alia, changes the
Company's allocated share to 4.34% and which sets forth an amount ($536,519.00)
which the Metal Bank Group believes the Company should pay for the Company's pro
rata share of past expenses incurred by the Group in conducting a remedial
investigation and feasibility study at the Site.  The Company will negotiate
with the Metal Bank Group concerning these matters.  The Company is unable at
this time to estimate the Company's share, if any, of past or future costs at
this site.

Reference is made to Item 3, Legal Proceedings, in the Company's Annual Report
on Form 10-K for the year ended December 31, 1997 for a description of six
former Manufactured Gas Plant ("MGP") sites which were owned or operated by the
Company or its predecessors.  The Company has prepared revised work plans for
the initial three MGP sites based on comments received from the New York State
Department of Environmental Conservation ("DEC"), and is awaiting DEC approval
of the revised work plans.  As to the two additional sites for which the Company
had submitted draft work plans to the DEC, the DEC has approved these work plans
and the Company has commenced the site investigation work at those sites.  The
Company will be preparing reports relative to this site investigation work.

Reference is made to Item 3, Legal Proceedings, in the Company's Annual Report
on Form 10-K for the year ended December 31, 1997 for a description of 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 United States Court of Appeals for the Third Circuit heard oral
argument on Crossroads' appeal on April 23, 1998, and has reserved decision.
The Company is unable to predict the outcome of this proceeding or its effect on
the Company's consolidated financial position or results of operations.

Reference is made to Item 5, Other Events, in the Company's Current Report on
Form 8-K dated March 9, 1998, for a description of a litigation entitled
Virgilio Ciullo, et al. v. Orange and Rockland Utilities, Inc., et al.  In
response to the motion to dismiss filed by the O&R Defendants and the Company on
March 30, 1998, plaintiffs have filed a Verified Amended Complaint and a
Memorandum of Law in Support of Their Answer to Defendants' Motion to Dismiss
the Complaint.  Plaintiffs take the position that the Verified Amended Complaint
moots the motion to dismiss.  The Verified Amended Complaint essentially seeks
the same relief as the original Complaint (including a broader request for an
accounting and an increase in the $15 million claim (referred to in the Form 8-
K) to $23 million) and contains additional allegations which Plaintiffs claim
will cure any deficiencies in the original Complaint.  In addition, the Verified
Amended Complaint adds Andersen Consulting LLP as a defendant.  The O&R
Defendants and the Company plan to move to dismiss the Verified Amended
Complaint.

Reference is made to Item 3, Legal Proceedings, in the Company's Annual Report
on Form 10-K for the year ended December 31, 1997, and to Item 2, Management's
Discussion and Analysis of Financial Condition and Results of Operations, in
this Form 10-Q Quarterly Report, for a description of the NYPSC Competitive
Opportunities Proceeding (Case Nos. 94-E-0952 and 96-E-0900). The Public Utility
Law Project of New York, Inc. ("PULP"), by complaint dated April 30, 1998, has
instituted an action against the NYPSC, the New York State Department of Public
Service ("NYDPS") and the Company.  PULP contends that the NYPSC, in its Opinion
No. 97-20 approving the Company's Electric Rate and Restructuring Plan, exceeded
its statutory authority when it ordered the Company to file tariffs providing
for retail wheeling service to all customer classes.  PULP claims that the
expenditure of state funds by the defendants NYPSC and NYDPS to implement the
provision of residential electric service by energy services companies violates
the Home Energy Fair Practices Act and is a wrongful application of state funds.
PULP also contends that Opinion No. 97-20 establishes rules for the provision of
retail energy services in violation of the State Administrative Procedure Act.
The Company plans to file a motion to dismiss.  The Company is unable to predict
the outcome of this regulatory proceeding and the effect on the Company's
consolidated financial position or results of operations.

Reference is made to Item 3, Legal Proceedings, in the Company's Annual Report
on Form 10-K for the year ended December 31, 1997, and to Item 2, Management's
Discussion and Analysis of Financial Condition and Results of Operations, in
this Form 10-Q Quarterly Report, for a description of proceedings relating to
the transition to a competitive natural gas market.  The Company is unable to
predict the outcome of regulatory initiatives undertaken in this regard or the
effect on the Company's consolidated financial position or results of
operations.

Forward-Looking Information

The Company has made forward-looking statements in this document with respect to
the financial condition, results of operations and business of the Company in
the future, which involve certain risks and uncertainties.  Forward-looking
statements are included in Item 1 of Part I of this Form 10-Q in the Notes to
Consolidated Financial Statements as well as in this Item 1 under the caption
"Legal Proceedings" with respect to certain pending litigation matters.  For all
of those statements, the Company claims the protections of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995.


Item 4.  Submission of Matters to a Vote of Security Holders:

(a)  The Company's Annual Meeting of Shareholders was held on April 8, 1998.

(b)  At the Annual Meeting of Shareholders on April 8, 1998, the following
     directors were elected for a three-year term expiring at the Annual Meeting
     of Shareholders in 2001:  Robert E. Mulcahy III, James F. O'Grady, Jr. and
     D. Louis Peoples.  The terms of office of the following Directors continued
     after the meeting:  Ralph M. Baruch, J. Fletcher Creamer, Michael J.
     DelGiudice, Jon F. Hanson, Kenneth D. McPherson, Frederic V. Salerno and
     Linda C. Taliaferro.

(c)  The following matters were submitted to a vote of security holders at the
     Company's Annual Meeting of Shareholders held on April 8, 1998:

     1.   The Company's nominees for election as Directors were approved by the
          following vote:

                                   Shares      Shares    Broker
                                     For      Withheld  Non-Votes

          Robert E. Mulcahy III 11,190,147    356,097     N/A
          James F. O'Grady, Jr. 11,187,286    358,958     N/A
          D. Louis Peoples      11,201,972    344,272     N/A

     2.   A proposal to appoint the firm of Arthur Andersen LLP, independent
          public accountants, to audit the books, records and accounts of the
          Company and its subsidiaries for the year 1998 was approved by the
          following vote:

            Shares        Shares        Shares       Broker
              For        Against      Abstaining    Non-Votes

          11,275,480     113,580        157,184        N/A


Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

          10.52  -  Agreement among the Company, Consolidated
                    Edison, Inc., C Acquisition Corp. and G. D. Caliendo, dated
                    May 10, 1998, providing for the termination of Mr.
                    Caliendo's employment with the Company at the effective time
                    of the Merger and the payment of certain amounts in
                    accordance with the severance agreement between the Company
                    and G. D. Caliendo dated January 21, 1996.

          10.53  -  Agreement among the Company, Consolidated
                    Edison, Inc., C Acquisition Corp. and R. Lee Haney, dated
                    May 10, 1998, providing for the termination of Mr. Haney's
                    employment with the Company at the effective time of the
                    Merger and the payment of certain amounts in accordance with
                    the severance agreement between the Company and R. Lee Haney
                    dated January 22, 1996.

          10.54  -  Agreement among the Company, Consolidated
                    Edison, Inc., C Acquisition Corp. and Robert McBennett,
                    dated May 10, 1998, providing for the termination of Mr.
                    McBennett's employment with the Company at the later of the
                    effective time of the Merger or July 1, 1999 and the payment
                    of certain amounts in accordance with the severance
                    agreement between the Company and Robert McBennett dated
                    October 27, 1997.

          10.55  -  Agreement among the Company, Consolidated
                    Edison, Inc., C Acquisition Corp. and D. Louis Peoples,
                    dated May 10, 1998, providing for the termination of Mr.
                    People's employment with the Company at the effective time
                    of the Merger and the payment of certain amounts in
                    accordance with the severance agreement between the Company
                    and D. Louis Peoples dated January 22, 1996.

          27     -  Financial Data Schedule.

          99.14  -  The Company's Final Divestiture Plan as approved by the
                    NYPSC on April 8, 1998

      (b) Reports on Form 8-K

          On February 6, 1998, the Company filed a Current Report on Form 8-K
          dated February 5, 1998 regarding the election of Michael J. Del
          Giudice to the position of Chairman of the Company's Board of
          Directors.

          On April 1, 1998, the Company filed a Current Report on Form 8-K dated
          March 9, 1998 regarding a lawsuit brought against the Company by three
          alleged shareholders.

            On April 9, 1998, the Company filed a Current Report on Form 8-K
          dated April 8, 1998 regarding the approval by the NYPSC of the
          Company's Final Divestiture Plan.

            On May 12, 1998, the Company filed a Current Report on Form 8-K
          dated May 10, 1998 regarding the definitive Agreement and Plan of
          Merger, dated as of May 10, 1998, entered into on May 10, 1998 by and
          among the Company, Consolidated Edison, Inc., a New York corporation
          ("CEI"), and C Acquisition Corp., a New York corporation and a wholly-
          owned subsidiary of CEI.


                                   SIGNATURES

Pursuant to the requirements 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)



Date: May 14, 1998            By ROBERT J. McBENNETT
                                 Robert J. McBennett
                                 Treasurer





Date: May 14, 1998            By EDWARD M. McKENNA
                                 Edward M. McKenna
                                 Controller