February 29, 1996



Consolidated Edison Company
  of New York, Inc.
4 Irving Place
New York, New York 10003

Ladies and Gentlemen:

     We refer you to the prospectus supplement, dated February
29, 1996, (the "Prospectus Supplement") and the prospectus, dated
December 8, 1995,  to be used in connection with the offering of
the Company's Quarterly Income Capital Securities (Series A
Subordinated Deferrable Interest Debentures) (the "Capital
Securities") and to the Registration Statements on Form S-3 (Nos.
33-62266 and 33-64657), declared effective by the Securities and
Exchange Commission ("SEC") on May 11, 1993 and December 8, 1996,
respectively (the "Registration Statements").

     We have acted as your special tax counsel with respect to
the Capital Securities.  We are of the opinion that the
statements under the caption "Certain United States Federal
Income Tax Consequences" in the Prospectus Supplement constitute
an accurate description, in general terms, of certain of the
material Federal income tax consequences that may be relevant to
prospective purchasers of the Capital Securities.

          We hereby consent to the use of our name under the
captions "Certain United States Federal Income Tax Consequences"
and "Legal Matters" in the Prospectus Supplement and the filing
of this opinion with the SEC in connection with the Registration
Statements.

                                 Very truly yours,

                                 REID & PRIEST LLP