CONSOLIDATED EDISON COMPANY OF NEW YORK,INC.

                          BOARD OF TRUSTEES

                            March 26, 1996


        RESOLVED, That, effective the opening of business on May
20, 1996, the first sentence of Section 8 of the By-Laws be and
the same hereby is amended to read as follows:

        "Section 8.  The affairs of the Company shall be
        managed under the direction of a Board consisting of
        thirteen Trustees, who shall be elected annually by
        the stockholders by ballot and shall hold office
        until their successors are elected and qualified."