AMENDMENT NO. 3

                              TO

            THE CONSOLIDATED EDISON RETIREE HEALTH PROGRAM

                     FOR MANAGEMENT EMPLOYEES






                    Dated: December 29, 1995




     Pursuant to Section 4.01 of The Consolidated Edison Retiree
Health Program for Management Employees, the undersigned hereby
approves the amendments to the Program set forth below:

Section

Appendix I,
I. HOSPITAL/MEDICAL BENEFITS, 
Benefits, MEDICAL

Amendment

The following is added under "A. Payment of 100% of reasonable
and customary charges (not subject to the deductible) for:":

"Effective January 1, 1995, routine and preventive care for
dependent children, including a routine physical examination
(including immunizations and laboratory examinations) at the
following age intervals: birth to 1 month; 2 months; 4 months; 6
months; 9 months; 12 months; 15 months; 18 months and annually
(once every 12 consecutive months) beginning at age 2 years.  The
immunizations covered include diphtheria, pertussis, tetanus,
polio, measles, rubella, mumps, hemophilus influenzae type B and
hepatitis B."

The following is added under "C.  Payment of reasonable and
customary charges, subject to deductibles and copayments, for:":

"Effective January 1, 1995, cytology screenings once a year for
women age 18 or older, including a pelvic examination, collection
and preparation of a Pap smear, and laboratory and diagnostic
services provided in connection with examining and evaluating the
Pap smear."

                          -1-



Section

Appendix I,
II PRESCRIPTION DRUG BENEFITS, 
Cost to Participants 

Amendment

The following sentence is added at the end of the last paragraph: 
"Effective June 1, 1995, after the annual deductible is met, the
Program will reimburse participants an amount based on the
discounted cost of the prescription to the Program at a
participating pharmacy, less the applicable co-payment."


     IN WITNESS WHEREOF, the undersigned has executed this
instrument this 29th day of December, 1995.


                           RICHARD P. COWIE
                           Richard P. Cowie
                           Vice President-Employee Relations
                           Consolidated Edison Company of
                             New York, Inc.