Second Supplemental Indenture, dated as of June 23, 2005



 Exhibit 4.1 
  
 CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. 
  
 AND 
  
 JPMORGAN CHASE BANK, N.A. 
 (formerly known as
JPMorgan Chase Bank and previous to that as The Chase 
 Manhattan Bank (successor to The Chase Manhattan Bank (National Association))),

 as Trustee 
  

  
 SECOND SUPPLEMENTAL INDENTURE 
  
 Dated June 23, 2005 
  
 TO 
  
 INDENTURE 
  
 Dated as of December 1, 1990 
  
 Providing for an Amendment to the Indenture 







 This Second Supplemental Indenture, dated as of June 23, 2005, between CONSOLIDATED EDISON COMPANY
OF NEW YORK, INC., a corporation organized and existing under the laws of the State of New York (herein called the Company”) and JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank and previous to that as The Chase Manhattan Bank,
successor to The Chase Manhattan Bank (National Association), and herein called the “Trustee”): 
  
 RECITALS OF THE COMPANY 
  
 WHEREAS, the Company has executed and delivered to the Trustee an Indenture, dated as of December 1, 1990, (the “Indenture”) to provide for the issuance in one or more series of its unsecured
debentures, notes or other evidences of indebtedness (herein called the “Securities”) and to provide for the general terms and conditions upon which the Securities are to be authenticated, issued and delivered; and 
  
 WHEREAS, in accordance with Section 10.01(d) of the Indenture, the
Company and the Trustee, without the consent of Securityholders, may enter into indentures supplemental to the Indenture for the purpose of curing any ambiguity contained in the Indenture, correcting or supplementing any provision of the Indenture
which may be inconsistent with any other provisions contained in the Indenture, or making certain other provisions in regard to the Indenture; and 
  
 WHEREAS, the Company has executed and delivered to the Trustee a First Supplemental Indenture, dated as of March 6, 1996, (the “First
Supplemental Indenture”) to the Indenture; and 
  
 WHEREAS,
the Company has duly authorized the execution and delivery of this Second Supplemental Indenture to further amend and supplement the Indenture, as heretofore supplemented and amended by the First Supplemental Indenture, to clarify that any
“other conditions, limitations or restrictions thereafter to be observed” added to the Indenture pursuant to supplemental indentures entered into pursuant to Section 10.01(e) of the Indenture are to be observed “by the
Company”; and 
  
 WHEREAS, all conditions and requirements
necessary to make this Second Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been done, performed and fulfilled, and the execution and delivery of this Second Supplemental Indenture has been authorized
in accordance with the resolution of the Company’s Board of Trustees; 
  
 NOW, THEREFORE, in consideration of the premises and of the sum of $1 duly paid by the Trustee at the execution of these presents, the receipt of which is hereby acknowledged, the Company covenants and agrees with the
Trustee as follows: 







 ARTICLE ONE 
  
 Amendment to the Indenture 
  
 Section 1.01. Amendment to Section 10.01(e). Section 10.01(e) of the Indenture is hereby amended by deleting 10.01(e) in its entirety
and substituting for it the following: 
  
 “(e) to establish the form and
terms of the Securities of any series as permitted in Sections 2.01, 2.02 and 2.03 or to authorize the issuance of additional Securities of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized
amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or to add other conditions, limitations or restrictions thereafter to be observed by the Company; and” 
  
 ARTICLE TWO 
  
 Miscellaneous 
  
 Section 2.01. Execution as Supplemental Indenture. The Indenture, as heretofore supplemented and amended by the First Supplemental Indenture and as
supplemented and amended by this Second Supplemental Indenture, is in all respects ratified and confirmed. This Second Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the
Indenture, the Indenture as heretofore supplemented and amended by the First Supplemental Indenture shall be and be deemed to be modified and amended in accordance herewith, and all of the terms and conditions of this Second Supplemental Indenture
shall be and be deemed to be part of the terms and conditions of the Indenture as heretofore supplemented and amended by the First Supplemental Indenture for any and all purposes. Except as herein expressly otherwise defined, the use of the terms
and expressions herein is in accordance with the definitions, uses and constructions contained in the Indenture. 
  
 Section 2.02. Responsibility for Recitals, Etc. The recitals herein shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness thereof. The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture. 
  
 Section 2.03. Provisions Binding on Company’s Successors. All the covenants, stipulations, promises and agreements in this Second Supplemental
Indenture contained by or on behalf of the Company shall bind its successors and assigns, whether so expressed or not. 
  
 Section 2.04. Law of New York to Govern. This Second Supplemental Indenture shall be deemed to be a contract made under the law of the State of New
York, and for all purposes shall be construed in accordance with the law of said State. 
  
 Section 2.05. Execution and Counterparts. This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but
one and the same instrument. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed
and their respective corporate seals to be hereunto affixed and attested, all on the day and year first above written. 
  

			
	 CONSOLIDATED EDISON COMPANY
OF NEW YORK, INC.

		
	 By:
	 	 /s/ Joan S. Freilich


	 	 	 Joan S. Freilich

	 	 	 Executive Vice President and Chief
Financial Officer



  
 [CORPORATE SEAL] 
 Attest: 
  


	
	 /s/ Peter J. Barrett

 Peter J. Barrett
 Assistant Secretary


  

			
	 JPMORGAN CHASE BANK, N.A.,
as Trustee

		
	By:	 	 /s/ L. O’Brien


	 	 	 L. O’Brien
 Vice President



  
 [CORPORATE SEAL] 
 Attest: 
  


	
	 /s/ Diane Darconte

 Diane Darconte

	Trust Officer

  

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