FORM 10-Q

               SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C.  20549

                     _______________________


       [x]  Quarterly Report Pursuant To Section 13 or 15(d)
            of the Securities Exchange Act of 1934
            FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996


                              OR


       [ ] Transition Report Pursuant to Section 13 or 15(d)
           of the Securities Exchange Act of 1934


                     _________________________


                     Commission File No. 1-1217


            CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                        (Name of Registrant)


        NEW YORK                     13-5009340
(State of Incorporation)   (IRS Employer Identification No.)


  4 IRVING PLACE, NEW YORK, NEW YORK 10003 - (212) 460-4600
                    (Address and Telephone Number)


The Registrant 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 and has been subject to such filing
requirements for the past 90 days.


                  Yes ___X___         No _______

As of the close of business on April 30, 1996, the Registrant had
outstanding 234,973,914 shares of Common Stock ($2.50 par value).

                         - 2 -




                 PART I. -  FINANCIAL INFORMATION


                CONTENTS                             PAGE NO.

ITEM 1.    FINANCIAL STATEMENTS:

           Consolidated Balance Sheet                  3-4

           Consolidated Income Statements              5-6

           Consolidated Statements of Cash Flows       7-8

           Note to Financial Statements                9-11


ITEM 2.    Management's Discussion and Analysis of    12-22
            Financial Condition and Results of
            Operations



                      _________________________



The following consolidated financial statements are unaudited
but, in the opinion of management, reflect all adjustments (which
include only normal recurring adjustments) necessary to a fair
statement of the results for the interim periods presented. These
condensed unaudited interim financial statements do not contain
the detail, or footnote disclosure concerning accounting policies
and other matters, which would be included in full-year financial
statements and, accordingly, should be read in conjunction with
the Company's audited financial statements (including the notes
thereto) included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1995 (File No. 1-1217).

                                        - 3 -

                           CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.                      
                                    CONSOLIDATED BALANCE SHEET                                  
                   AS AT MARCH 31, 1996, DECEMBER 31, 1995 AND MARCH 31, 1995                   

                                                                     As At                      
                                                 March 31, 1996  Dec. 31, 1995  March 31, 1995
                                                             (Thousands of Dollars)             
                                                                        
ASSETS                                                                                          
                                                                                              
Utility plant, at original cost                                                                 
  Electric                                        $ 11,344,951    $ 11,319,622   $ 11,047,944 
  Gas                                                1,560,433       1,537,296      1,453,102 
  Steam                                                513,345         462,975        436,679 
  General                                            1,108,114       1,085,795      1,037,752 
      Total                                         14,526,843      14,405,688     13,975,477 
    Less: Accumulated depreciation                   4,125,708       4,036,954      3,826,672 
      Net                                           10,401,135      10,368,734     10,148,805 
  Construction work in progress                        338,666         360,457        362,694 
  Nuclear fuel assemblies and components,                                                       
    less accumulated amortization                       78,896          85,212         92,945 
                                                                                            
                             Net utility plant      10,818,697      10,814,403     10,604,444 
                                                                                                
Current assets                                                                                  
  Cash and temporary cash investments                  103,232         342,292        111,385 
  Accounts receivable - customers, less                                                         
    allowance for uncollectible accounts
    of $22,128, $21,600 and $22,102                    586,578         497,215        471,825 
  Other receivables                                     44,789          45,558         62,295 
  Regulatory accounts receivable                          (883)         (6,481)        33,631
  Fuel, at average cost                                 41,533          40,506         59,456 
  Gas in storage, at average cost                        8,453          26,452         32,443 
  Materials and supplies, at average cost              219,421         221,026        229,681
  Prepayments                                          171,808          66,148        173,265 
  Other current assets                                  14,619          15,126         13,922 
                                                                                                
                          Total current assets       1,189,550       1,247,842      1,187,903 
                                                                                                
Investments and nonutility property                    157,422         145,646        118,206 
                                                                                                
Deferred charges                                                                                
  Enlightened Energy program costs                     134,261         144,282        170,748 
  Unamortized debt expense                             131,244         133,812        136,071
  Power contract termination costs                      93,696         105,408        170,361
  Other deferred charges                               328,253         316,237        324,678 
                                                                                                
                        Total deferred charges         687,454         699,739        801,858 
                                                                                                
Regulatory asset-future federal 
  income taxes                                       1,029,062       1,042,260      1,085,014

                                         Total    $ 13,882,185    $ 13,949,890   $ 13,797,425 



The accompanying note is an integral part of these financial statements.


                                        - 4 -

                          CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.                         
                                   CONSOLIDATED BALANCE SHEET                                   
                   AS AT MARCH 31, 1996, DECEMBER 31, 1995 AND MARCH 31, 1995              

                                                                    As At                       
                                               March 31, 1996  Dec. 31, 1995  March 31, 1995
                                                         (Thousands of Dollars)       
                                                                       
CAPITALIZATION AND LIABILITIES                                                                  
Capitalization                                                                                  
  Common stock, authorized 340,000,000 shares;                                                  
   outstanding 234,968,376 shares, 234,956,299    
    shares and 234,914,842 shares                $  1,478,341    $  1,464,305   $  1,463,986
  Capital stock expense                               (35,036)        (38,606)       (38,846)
  Retained earnings                                 4,144,779       4,097,035      3,960,340  
                         Total common equity        5,588,084       5,522,734      5,385,480  
  Preferred stock                                                                               
    Subject to mandatory redemption                                                             
      7.20%  Series I                                  47,500          50,000         50,000
      6-1/8% Series J                                  37,050          50,000         50,000
                  Total subject to mandatory   
                        redemption                     84,550         100,000        100,000
    Other preferred stock
      $ 5 Cumulative Preferred                        175,000         175,000        175,000
        5-3/4%  Series  A                               7,061          60,000         60,000
        5-1/4%  Series  B                              13,844          75,000         75,000
        4.65%   Series  C                              15,330          60,000         60,000
        4.65%   Series  D                              22,233          75,000         75,000
        5-3/4%  Series  E                                -             50,000         50,000
        6.20%   Series  F                                -             40,000         40,000  
        6% Convertible Series B                         4,824           4,917          5,236  
                 Total other preferred stock          238,292         539,917        540,236  
                       Total preferred stock          322,842         639,917        640,236  
  Long-term debt                                    4,189,242       3,917,244      3,926,754  
                        Total capitalization       10,100,168      10,079,895      9,952,470  
Noncurrent liabilities                                                                          
  Obligations under capital leases                     44,610          45,250         47,167
  Other noncurrent liabilities                         78,941          75,907         72,322
                Total noncurrent liabilities          123,551         121,157        119,489
Current liabilities                                                                             
  Long-term debt due within one year                   82,812         183,524        111,171  
  Accounts payable                                    384,561         420,852        328,061  
  Customer deposits                                   157,856         158,366        161,435  
  Accrued taxes                                        94,035          24,374         69,146  
  Accrued interest                                     71,544          89,374         71,370  
  Accrued wages                                        75,602          76,459         85,463  
  Other current liabilities                           163,695         168,477        158,753  
                   Total current liabilities        1,030,105       1,121,426        985,399  
Provisions related to future federal income 
  taxes and other deferred credits                                                              
  Accumulated deferred federal income tax           2,330,716       2,296,284      2,331,508   
  Accumulated deferred investment tax credits         179,140         181,420        189,184  
  Other deferred credits                              118,505         149,708        219,375  
                      Total deferred credits        2,628,361       2,627,412      2,740,067  
                                      Total      $ 13,882,185    $ 13,949,890   $ 13,797,425  


The accompanying note is an integral part of these financial statements.


                                        - 5 -

                       CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                               CONSOLIDATED INCOME STATEMENT
                    FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
                                                              1996           1995
                                                            (Thousands of Dollars)
                                                                   
Operating revenues
  Electric                                                $ 1,286,268    $ 1,223,308
  Gas                                                         406,864        318,956
  Steam                                                       174,233        126,521
                             Total operating revenues       1,867,365      1,668,785  
Operating expenses
  Fuel                                                        183,888        113,846
  Purchased power                                             303,999        247,684
  Gas purchased for resale                                    180,840        111,038
  Other operations                                            277,311        282,109
  Maintenance                                                 125,025        131,489
  Depreciation and amortization (A)                           132,565        109,157
  Taxes, other than federal income tax                        306,036        275,766
  Federal income tax                                          105,040        117,640
                             Total operating expenses       1,614,704      1,388,729    
  
Operating income                                              252,661        280,056

Other income (deductions)
  Investment income                                             1,438          1,355
  Allowance for equity funds used during construction             513          1,513
  Other income less miscellaneous deductions                     (677)          (402)
  Federal income tax                                             (420)          (470)
                                   Total other income             854          1,996    

Income before interest charges                                253,515        282,052

Interest on long-term debt                                     74,369         74,556
Other interest                                                  4,852          7,203
Allowance for borrowed funds used during construction            (241)          (736)
                                 Net interest charges          78,980         81,023

Net income                                                    174,535        201,029
Preferred stock dividend requirements                           6,035          8,893
Gain on refunding of preferred stock (A)                       13,943           -   
Net income for common stock                               $   182,443    $   192,136

Common shares outstanding - average (000)                     234,963        234,910
Earnings per share                                          $     .78      $     .82
Dividends declared per share of common stock                $     .52      $     .51

Sales
  Electric (Thousands of Kwhrs.)
    Con Edison Customers                                    9,173,421      8,838,301
    Deliveries for NYPA and Other Customers                 2,319,834      2,256,464
    Service for Municipal Agencies                            107,455        107,163
      Total Sales in Service Territory                     11,600,710     11,201,928   
    Off-System Sales                                          160,703        852,449(B)
  Gas (Dekatherms)                                         
    Firm                                                   44,842,439     38,820,824
    Off-Peak Firm/Interruptible                             6,854,310      5,329,281
      Total Sales to Con Edison Customers                  51,696,749     44,150,105
    Transportation of Customer-Owned Gas                      638,990      5,646,612
    Off-System Sales                                        3,848,951         89,487
      Total Sales and Transportation                       56,184,690     49,886,204
  Steam (Thousands of Pounds)                              11,864,687     10,310,693
(A) The gain resulting from the preferred stock refunding in the first quarter of 1996
    was applied to reduce net utility plant by an additional provision for depreciation.
(B) Includes 423,376 thousands of Kwhrs. subsequently purchased by the Company for sale
    to its customers.

The accompanying note is an integral part of these financial statements.


                                        - 6 -

                       CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                               CONSOLIDATED INCOME STATEMENT
                    FOR THE TWELVE MONTHS ENDED MARCH 31, 1996 AND 1995
                                                              1996           1995
                                                             (Thousands of Dollars)
                                                                   
Operating revenues
  Electric                                                $ 5,452,368    $ 5,215,989
  Gas                                                         901,264        815,000
  Steam                                                       381,844        313,122 
                             Total operating revenues       6,735,476      6,344,111  
Operating expenses
  Fuel                                                        574,146        527,547
  Purchased power                                           1,163,538        847,092
  Gas purchased for resale                                    329,591        273,695
  Other operations                                          1,134,934      1,149,992
  Maintenance                                                 505,638        504,086
  Depreciation and amortization (A)                           479,182        427,747
  Taxes, other than federal income tax                      1,150,502      1,112,489
  Federal income tax                                          383,960        450,350
                             Total operating expenses       5,721,491      5,292,998    
  
Operating income                                            1,013,985      1,051,113

Other income (deductions)
  Investment income                                            17,049         11,548
  Allowance for equity funds used during construction           2,763          7,795
  Other income less miscellaneous deductions                   (8,424)       (13,653)
  Federal income tax                                           (1,010)           (20)
                                   Total other income          10,378          5,670

Income before interest charges                              1,024,363      1,056,783

Interest on long-term debt                                    301,729        293,143
Other interest                                                 26,604         21,151
Allowance for borrowed funds used during construction          (1,326)        (3,500)
                                 Net interest charges         327,007        310,794

Net income                                                    697,356        745,989
Preferred stock dividend requirements                          32,706         35,581
Gain on refunding of preferred stock (A)                       13,943           -   
Net income for common stock                               $   678,593    $   710,408

Common shares outstanding - average (000)                     234,943        234,879
Earnings per share                                          $    2.89      $    3.02
Dividends declared per share of common stock                $    2.05      $    2.01

Sales
  Electric (Thousands of Kwhrs.)
    Con Edison Customers                                   37,293,488     36,618,521
    Deliveries for NYPA and Other Customers                 8,919,160      8,759,400
    Service for Municipal Agencies                            457,020        424,473
      Total Sales in Service Territory                     46,669,668     45,802,394
    Off-System Sales (B)                                    4,343,726      2,313,886
  Gas (Dekatherms)                                         
    Firm                                                   96,745,941     87,006,114
    Off-Peak Firm/Interruptible                            16,997,841     15,217,022
      Total Sales to Con Edison Customers                 113,743,782    102,223,136
    Transportation of Customer-Owned Gas                   25,353,567     23,490,160
    Off-System Sales                                        7,135,839         89,487
      Total Sales and Transportation                      146,233,188    125,802,783
  Steam (Thousands of Pounds)                              30,979,774     27,881,815
(A) The gain resulting from the preferred stock refunding in the first quarter of 1996
    was applied to reduce net utility plant by an additional provision for depreciation.
(B) Includes 2,243,461 and 423,376 thousands of Kwhrs., respectively, subsequently
    purchased by the Company for sale to its customers.

The accompanying note is an integral part of these financial statements.


                                        - 7 -


                          CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                              CONSOLIDATED STATEMENT OF CASH FLOWS
                      FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
                 

                                                              1996            1995
                                                             (Thousands of Dollars)    
                                                                     
 Operating activities                                            
    Net income                                             $ 174,535       $ 201,029
    Principal non-cash charges (credits) to income
      Depreciation and amortization                          132,565         109,157
      Federal income tax deferred                             44,890          86,410 
      Common equity component of allowance                                             
        for funds used during construction                      (485)         (1,426)
      Other non-cash charges                                 (18,173)        (16,128)
    Changes in assets and liabilities                                                  
      Accounts receivable - customers, less                                            
        allowance for uncollectibles                         (89,363)        (31,329)
      Regulatory accounts receivable                          (5,598)         (7,285)
      Materials and supplies, including fuel                                           
        and gas in storage                                    18,577           9,745
      Prepayments, other receivables and                                               
        other current assets                                (104,384)       (118,084)
      Enlightened Energy program costs                        10,021            (547)
      Power contract termination costs                        (2,601)         (5,178)
      Accounts payable                                       (36,291)        (46,408)
      Accrued income taxes                                    61,054          31,819 
      Other - net                                                  9         (65,733)
        Net cash flows from operating activities             184,756         146,042
                                                                                       

  Investing activities including construction                                          
      Construction expenditures                             (130,888)       (144,057)  
      Nuclear fuel expenditures                                 (655)         (2,573)  
      Contributions to nuclear decommissioning trust         (12,127)         (2,917)  
      Common equity component of allowance
         for funds used during construction                      485           1,426 
         Net cash flows from investing activities                                      
           including construction                           (143,185)       (148,121) 
                                                                                     
  Financing activities including dividends
      Issuance of long-term debt                             275,000            -   
      Retirement of long-term debt                          (103,206)         (2,924)
      Advance refunding of preferred stock                  (316,982)           -    
      Issuance and refunding costs                            (8,652)           (135)
      Common stock dividends                                (122,182)       (119,805)
      Preferred stock dividends                               (4,609)         (8,893)
        Net cash flows from financing activities
          including dividends                               (280,631)       (131,757)
                                                                                     
  Net decrease in cash and temporary
    cash investments                                        (239,060)       (133,836)
                                                                                     
  Cash and temporary cash investments                                                  
    at January 1                                             342,292         245,221
                                                                                     
  Cash and temporary cash investments                                                  
    at March 31                                            $ 103,232       $ 111,385
                                                            
  Supplemental disclosure of cash flow information                                     
    Cash paid during the period for:                                                   
      Interest                                             $  93,854       $  85,499
      Income taxes                                              -               -   


The accompanying note is an integral part of these financial statements.     


                                        - 8 -

                        CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                              CONSOLIDATED STATEMENT OF CASH FLOWS
                     FOR THE TWELVE MONTHS ENDED MARCH 31, 1996 AND 1995             

                                                                                       
                                                              1996            1995
                                                             (Thousands of Dollars)    
                                                                     
 Operating activities                                            
    Net income                                             $ 697,356       $ 745,989 
    Principal non-cash charges (credits) to income
      Depreciation and amortization                          479,182         427,747 
      Federal income tax deferred                             27,500         162,890 
      Common equity component of allowance
        for funds used during construction                    (2,605)         (7,348)
      Other non-cash charges                                 (49,600)         23,621 
    Changes in assets and liabilities
      Accounts receivable - customers, less
        allowance for uncollectibles                        (114,753)         56,136 
      Regulatory accounts receivable                          34,514          29,379 
      Materials and supplies, including fuel
        and gas in storage                                    52,173          (2,387)
      Prepayments, other receivables and
        other current assets                                  18,266          (4,692)
      Enlightened Energy program costs                        36,487         (25,774)
      Power contract termination costs                        57,964         (67,554)
      Federal income tax refund                              (52,937)         (9,643)
      Accounts payable                                        56,500           5,093 
      Accrued income taxes                                    20,685         (87,843)
      Other - net                                             54,440        (120,921)
        Net cash flows from operating activities           1,315,172       1,124,693 
                                                                                       
  Investing activities including construction
      Construction expenditures                             (679,634)       (772,424)
      Nuclear fuel expenditures                              (10,922)        (46,269)
      Contributions to nuclear decommissioning trust         (28,103)        (11,669)
      Common equity component of allowance
        for funds used during construction                     2,605           7,348 
        Net cash flows from investing activities                                       
          including construction                            (716,054)       (823,014)
                                                                                     
  Financing activities including dividends
      Issuance of long-term debt                             503,285         250,000 
      Retirement of long-term debt and preferred stock      (111,171)       (133,896)
      Advance refunding of long-term debt                   (155,699)           -    
      Advance refunding of preferred stock                  (316,982)           -
      Issuance and refunding costs                           (13,786)         (3,781)
      Common stock dividends                                (481,639)       (472,141)
      Preferred stock dividends                              (31,279)        (35,581)
        Net cash flows from financing activities
          including dividends                               (607,271)       (395,399)
                                                                                     
  Net decrease in cash and temporary          
    cash investments                                          (8,153)        (93,720)
                                                                                     
  Cash and temporary cash investments                                                  
    at beginning of period                                   111,385         205,105 
                                                                                     
  Cash and temporary cash investments                                                  
    at March 31                                            $ 103,232       $ 111,385 
                                                            
  Supplemental disclosure of cash flow information                                     
    Cash paid during the period for:                                                   
      Interest                                             $ 318,308       $ 278,681 
      Income taxes                                           344,754         375,533 


The accompanying note is an integral part of these financial statements.

                       - 9 -

- ---------------------------------------------------------------- 
Contingency Note
- ---------------------------------------------------------------- 

Indian Point.  Nuclear generating units similar in design to the
Company's Indian Point 2 unit have experienced problems of
varying severity in their steam generators, which in a number of
instances have required steam generator replacement. Inspections
of the Indian Point 2 steam generators since 1976 have revealed
various problems, some of which appear to have been arrested, but
the remaining service life of the steam generators is uncertain
and may be shorter than the unit's life. The projected service
life of the steam generators is reassessed periodically in the
light of the inspections made during scheduled outages of the
unit. Based on the latest available data, the Company estimates
that steam generator replacement will not be required before
1999, and possibly not until some years later. To avoid
procurement delays in the event replacement is necessary, the
Company purchased replacement steam generators, which are stored
at the site. If replacement of the steam generators is required,
such replacement is presently estimated (in 1995 dollars) to
require additional expenditures of approximately $107 million
(exclusive of replacement power costs) and an outage of
approximately six months. However, securing necessary permits and
approvals or other factors could require a substantially longer
outage if steam generator replacement is required on short
notice.

Nuclear Insurance.  The insurance policies covering the Company's
nuclear facilities for property damage, excess property damage,
and outage costs permit assessments under certain conditions to
cover insurers' losses. As of March 31, 1996 the highest amount
which could be assessed for losses during the current policy year
under all of the policies was $31.1 million. While assessments
may also be made for losses in certain prior years, the Company
is not aware of any losses in such years which it believes are
likely to result in an assessment.

     Under certain circumstances, in the event of nuclear
incidents at facilities covered by the federal government's
third-party liability indemnification program, the Company could
be assessed up to $79.3 million per incident of which not more
than $10 million may be assessed in any one year. The
per-incident limit is to be adjusted for inflation not later than
1998 and not less than once every five years thereafter.

     The Company participates in an insurance program covering
liabilities for injuries to certain workers in the nuclear power
industry. In the event of such injuries, the Company is subject
to assessment up to an estimated maximum of approximately $3.1
million.

                       - 10 -

Environmental Matters.  The normal course of the Company's
operations necessarily involves activities and substances that
expose the Company to potential liabilities under federal, state
and local laws protecting the environment. Such liabilities can
be material and in some instances may be imposed without regard
to fault, or may be imposed for past acts, even though such past
acts may have been lawful at the time they occurred. Sources of
such potential liabilities include (but are not limited to) the
Federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980 (Superfund), a 1994 settlement with the New
York State Department of Environmental Conservation (DEC),
asbestos, and electric and magnetic fields (EMF).

Superfund.  By its terms, Superfund imposes joint and several
strict liability, regardless of fault, upon generators of
hazardous substances for resulting removal and remedial costs and
environmental damages. The Company has received process or notice
concerning possible claims under Superfund or similar state
statutes relating to a number of sites at which it is alleged
that hazardous substances generated by the Company (and, in most
instances, a large number of other potentially responsible
parties) were deposited.  Estimates of the investigative,
removal, remedial and environmental damage costs (if any) the
Company will be obligated to pay with respect to each of these
sites range from extremely preliminary to highly refined. Based
on these estimates, the Company had accrued a liability at        
March 31, 1996 of approximately $14.1 million. There will be
additional costs with respect to these and possibly other sites,
the materiality of which is not presently determinable.

DEC Settlement.  In November 1994 the Company agreed to a consent
order settling a civil administrative proceeding instituted by
the DEC in 1992, alleging environmental violations by the
Company. Pursuant to the consent order, the Company has conducted
an environmental management systems evaluation and is conducting
an environmental compliance audit. The Company also must
implement "best management practices"  plans for certain
facilities and undertake a remediation program at certain sites.
At March 31, 1996 the Company had an accrued liability of $18.7
million for these sites. Expenditures for environment-related
projects in the five years 1996-2000, including expenditures to
comply with the consent order, are currently estimated at $155
million. There will be additional costs, including costs arising
out of the compliance audit, the materiality of which is not
presently determinable.


                       - 11 -

Asbestos Claims.  Suits have been brought in New York State and
federal courts against the Company and many other defendants,
wherein several thousand plaintiffs sought large amounts of
compensatory and punitive damages for deaths and injuries
allegedly caused by exposure to asbestos at various premises of
the Company. Many of these suits have been disposed of without
any payment by the Company, or for immaterial amounts. The
amounts specified in all the remaining suits total billions of
dollars but the Company believes that these amounts are greatly
exaggerated, as were the claims already disposed of. Based on the
information and relevant circumstances known to the Company at
this time, it is the opinion of the Company that these suits will
not have a material adverse effect on the Company's financial
position.

EMF.  Electric and magnetic fields are found wherever electricity
is used. Several scientific studies have raised concerns that EMF
surrounding electric equipment and wires, including power lines,
may present health risks. The Company is the defendant in several
suits claiming property damage or personal injury allegedly
resulting from EMF. In the event that a causal relationship
between EMF and adverse health effects is established, or
independently of any such causal determination, in the event of
adverse developments in related legal or public policy doctrines,
there could be a material adverse effect on the electric utility
industry, including the Company.

                       - 12 -

                MANAGEMENT'S DISCUSSION AND ANALYSIS
                 OF FINANCIAL CONDITION AND RESULTS
                           OF OPERATIONS            

            The following discussion and analysis relates to the
interim financial statements appearing in this report and should
be read in conjunction with Management's Discussion and Analysis
appearing in Item 7 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1995 (File No. 1-1217). Reference
is made to the note to the financial statements in Item 1 of this
report, which note is incorporated herein by reference.

LIQUIDITY AND CAPITAL RESOURCES

            Cash and temporary cash investments were $103.2
million at March 31, 1996 compared with $342.3 million at
December 31, 1995 and $111.4 million at March 31, 1995. The
Company's cash balances reflect the timing and amounts of
external financing.

            In January 1996 the Company commenced a tender offer
for certain series of its preferred stock. Shareholders tendered
approximately $227 million of such preferred stock pursuant to
the offer, which expired on February 27, 1996. In addition, the
Company called $90 million of its preferred stock for redemption
on March 30, 1996. These retirements and related expenses were
funded with proceeds from $275 million of 7-3/4 percent
subordinated debentures issued on March 6, 1996 and due on March
31, 2031 and cash of $25 million. The present value revenue-
equivalent savings of these transactions was approximately $42
million. The net gain on these transactions of $13.9 million
(after write-off of capital stock expense on redeemed stock) did
not affect earnings per share due to an equivalent amount of
provision for depreciation of utility plant recorded in the first
quarter of 1996. The increases in depreciation expense for the
three and twelve-month periods ending March 31, 1996 compared
with the corresponding 1995 periods reflect this additional
depreciation expense.

            On May 1, 1996 the Company issued $100 million of
7-3/4 percent Debentures Series 1996 A, due June 1, 2026, at a
price to the public of 98.002 percent and a yield of 7.924
percent. The proceeds will be used to redeem, on June 1, 1996,
the $95.3 million outstanding balance of the Company's 9-3/8
percent Debentures, Series 1991 A, due June 1, 2026.  The other
$79.7 million of the original $175 million Series 1991 A
Debentures had been retired through a tender offer in 1993.


                       - 13 -

            The Company expects to finance the balance of its
capital requirements for the remainder of 1996 and 1997,
including $187 million for securities maturing during this
period, from internally generated funds and external financings
of about $150 million, most, if not all, of which will be debt
issues.

            Customer accounts receivable, less allowance for
uncollectible accounts, amounted to $586.6 million at March 31,
1996 compared with $497.2 million at December 31, 1995 and $471.8
million at March 31, 1995. In terms of equivalent days of revenue
outstanding (ENDRO), these amounts represented 28.7, 27.6 and
27.2 days, respectively. The increase in amount and in ENDRO in
1996 reflects increases in sales revenues and timing differences
in billing and collection schedules.

            The regulatory accounts receivable negative balances
of $.9 million at March 31, 1996 and $6.5 million at December 31,
1995 represent amounts to be refunded to customers. The
regulatory accounts receivable of $33.6 million at March 31, 1995
represented amounts to be recovered from customers. These
balances include amounts accrued under the electric revenue
adjustment mechanisms (ERAM), modified ERAM and incentive
provisions of the Company's electric and gas rate agreements
referred to below. 

            The changes in regulatory accounts receivable during
the first three months of 1996 were as follows:


                                             
                                                1996
                         Balance             Recoveries  Balance 
                         Dec. 31,     1996      from    March 31,
(Millions of Dollars)      1995*    Accruals*Customers**   1996* 
ERAM/Modified ERAM       $(37.7)    $   .4     $   -     $(37.3)
Electric Incentives
  Enlightened Energy
   program                 19.7        6.2         -       25.9
  Customer service          4.0        2.1         -        6.1
  Fuel and purchased
   power                    1.9        2.1       (3.3)       .7
Gas Incentives
  System improvement        4.6         -        (1.5)      3.1  
  Customer service          1.0         -         (.4)       .6  
 Total                   $ (6.5)    $ 10.8     $ (5.2)   $  (.9) 

* Negative amounts are refundable; positive amounts are
  recoverable.
**Negative amounts have been recovered.


                       - 14 -

            Gas in storage decreased $18.0 million in the first
quarter of 1996, reflecting high levels of gas sendout as a
result of colder than normal winter weather.

            In January 1996 the Company made a $224 million semi-
annual payment to New York City for property taxes. Prepayments
and other current assets at March 31, 1996 include the
unamortized portion ($111.8 million) of this payment.

            Enlightened Energy program costs are generally
recoverable over a five-year period. Program costs have declined
and are expected to continue to decline in future periods,
resulting in lower deferred balances as recoveries exceed new
expenditures.

            Interest coverage under the SEC formula for the
twelve months ended March 31, 1996 was 4.11 times compared with
4.20 times for the year 1995 and 4.59 times for the twelve months
ended March 31, 1995. The decline in interest coverage reflects a
lower level of pre-tax earnings.

1995 Electric Rate Agreement

            In April 1995 the New York Public Service Commission
(PSC) approved a three-year electric rate agreement effective
April 1, 1995. The agreement provided for no increase in base
electric revenues in the first rate year and possible, but
limited, increases in years two and three. For details of the
agreement, see the Management's Discussion and Analysis appearing
in Item 7 of the Company's Annual Report on Form 10-K for the
year ended December 31, 1995, under the heading "Liquidity and
Capital Resources - 1995 Electric Rate Agreement." 

            The agreement provides that the Company will retain
50 percent of earnings (excluding incentive earnings) in excess
of 50 basis points above the allowed return on equity but not
more than 150 basis points above the allowed return, and will
defer the balance for customer benefit. For the first rate year
of the electric rate agreement, the twelve months ended March 31,
1996, the Company's actual rate of return on electric common
equity, excluding incentives, exceeded the sharing threshold of
11.6 percent, principally due to increased productivity, and a
provision for excess earnings of $8.4 million was set aside for
the future benefit of customers.


                       - 15 -

            In March 1996 the PSC approved a $19 million
reduction to base electric rates for the second year of the rate
agreement, effective April 1, 1996. The decrease reflects a lower
allowed rate of return on common equity (10.31 percent excluding
incentives) and a refund to customers under the modified ERAM
mechanism, offset in part by increases in pension and retiree
health benefit expenses and IPP capacity costs.

1995 Gas and Steam Rate Increases

            Effective October 1, 1995 (the beginning of the
second year of the October 1994 three-year gas and steam rate
settlements) gas and steam rates were increased by $20.9 million
(2.5 percent) and $4.6 million (1.3 percent), respectively. The
primary reasons for the gas rate increase were escalation in
certain operation and maintenance expenses, return and
depreciation on higher plant balances, and recovery of earnings
under the incentive provisions of the settlement. The steam rate
increase was primarily to cover escalation in operation and
maintenance expenses, and return and depreciation on higher plant
balances. 

            For details of the October 1994 three-year gas and
steam rate agreements, see Management's Discussion and Analysis
appearing in Item 7 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1995 under the heading "Liquidity
and Capital Resources - Gas and Steam Rate Agreements."

Credit Ratings

            The Company's senior debt (first mortgage bonds) is
rated Aa3, A+ and AA- by Moody's Investors Service (Moody's),
Standard & Poor's (S&P) and Duff and Phelps, Inc., respectively.
The Company has not issued first mortgage bonds since 1974. As of
March 31, 1996, one $75 million issue of first mortgage bonds
remains outstanding, which will mature in December 1996. The
Company's unsecured debentures and tax-exempt debt are rated A1,
A+ and A+ by Moody's, S&P and Duff and Phelps, respectively. The
Company's subordinated debentures are rated A2, A and A+ by
Moody's, S&P and Duff and Phelps, respectively.

Competition - New York State and Federal Initiatives

            The PSC is expected to issue an order in the second
quarter of 1996 in its generic "competitive opportunities"
proceeding to investigate whether and how to introduce increased
competition in the electric utility industry in the State. The
order is not expected to conclude the PSC's review of competition
and related issues.

                       - 16 -

            It is not possible to predict the outcome of the
proceeding or its impact upon the Company. The outcome could
adversely affect the Company's eligibility to apply Statement of
Financial Accounting Standards (SFAS) No. 71, "Accounting for the
Effects of Certain Types of Regulation," which, pursuant to SFAS
No. 101, "Accounting for Discontinuation of Application of FASB
Statement No. 71," and SFAS No. 121, "Accounting for the 
Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of," could then require a material write-down of assets,
the amount of which is not yet determinable. 

            On April 24, 1996 the Federal Energy Regulatory
Commission (FERC) issued its final order requiring electric
utilities to file non-discriminatory open access transmission
tariffs that would be available to wholesale sellers and buyers
of electric energy and to allow utilities to recover related
legitimate and verifiable stranded costs.

            The Company is currently analyzing the final order to
determine its impact. The Company participates in the wholesale
electric market primarily as a buyer, and in this regard should
benefit if the rules adopted result in lower wholesale prices for
its purchases of electricity for its retail customers.

            For details of the New York State and FERC
initiatives towards competition, see the Management's Discussion
and Analysis appearing in Item 7 of the Company's Annual Report
on Form 10-K for the year ended December 31, 1995 under the
heading "Liquidity and Capital Resources - Competition." 
 
Environmental Claims and Other Contingencies

            Reference is made to the note to the financial
statements included in this report for information concerning
potential liabilities of the Company arising from the Federal
Comprehensive Environmental Response, Compensation and Liability
Act of 1980 (Superfund), from claims relating to alleged exposure
to asbestos, and from certain other contingencies to which the
Company is subject.


                       - 17 -

RESULTS OF OPERATIONS

            Net income for common stock for the first quarter and
twelve months ended March 31, 1996 was lower than in the
corresponding 1995 periods by $9.7 million ($.04 a share) and
$31.8 million ($.13 a share), respectively. These results reflect
the three-year electric rate agreement effective April 1, 1995,
which provides for generally more limited opportunities for
earning incentives. 

            In reviewing period-to-period comparisons, it should
be noted that not all changes in sales volume affected operating
revenues. Under the ERAM and the modified ERAM, discussed below,
except for the variation attributed to a change in number of
customers under the modified ERAM, most increases (or decreases)
in electric sales revenues compared with revenues forecast
pursuant to the electric rate agreement are deferred for
subsequent credit (or billing) to customers. Under the weather
normalization clause in the Company's gas tariff, most weather-
related variations in gas sales do not affect gas revenues.


                                                    Increases (Decreases)          
                                        Three Months Ended      Twelve Months Ended
                                          March 31, 1996           March 31, 1996
                                          Compared With            Compared With  
                                        Three Months Ended      Twelve Months Ended
                                          March 31, 1995           March 31, 1995    
                                        Amount     Percent        Amount    Percent   
                                                    (Amounts in Millions)
                                                                   
      Operating revenues                 $ 198.6      11.9%        $ 391.4      6.2%
      Fuel - electric and steam             70.1      61.5            46.6      8.8 
      Purchased power - electric            56.3      22.7           316.5     37.4 
      Gas purchased for resale              69.8      62.9            55.9     20.4 
      Operating revenues less
        fuel and purchased power 
        and gas purchased for resale
        (Net revenues)                       2.4       0.2           (27.6)    (0.6)
      Other operations and
        maintenance                        (11.3)     (2.7)          (13.5)    (0.8)
      Depreciation and amortization (A)     23.4      21.4            51.4     12.0
      Taxes, other than federal
        income tax                          30.3      11.0            38.0      3.4 
      Federal income tax                   (12.6)    (10.7)          (66.4)   (14.7)
      Operating income                     (27.4)     (9.8)          (37.1)    (3.5)
     Other income less deductions
        and related federal income tax      (1.1)     57.2             4.7     83.0  
      Interest charges                      (2.0)     (2.5)           16.2      5.2
      Net income                           (26.5)    (13.2)          (48.6)    (6.5)
      Preferred stock dividend
        requirement                         (2.9)    (32.1)           (2.9)    (8.1)
      Gain on refunding of
        preferred stock (A)                 13.9        -             13.9       -   
      Net income for common stock        $  (9.7)     (5.0)%       $ (31.8)    (4.5)%

     (A) See discussion above under Liquidity and Capital Resources.


                       - 18 -

First Quarter 1996 Compared with
First Quarter 1995              

            Net revenues (operating revenues less fuel, purchased
power and gas purchased for resale) increased $2.4 million in the
first quarter of 1996 compared with the 1995 period. Electric net
revenues decreased $35.2 million and gas and steam net revenues
increased $18.1 million and $19.5 million, respectively.

            Total electric revenues in the 1996 period were
higher than in the corresponding 1995 period, largely reflecting
recovery of higher fuel and purchased power costs. Net electric
revenues for the first quarter of 1996 reflect an accrual of $.4
million under the modified ERAM, reflecting net revenues below
the forecast level, compared with an accrual of $7.1 million in
the 1995 period. The 1995 electric rate agreement added to the
ERAM a revenue per customer (RPC) mechanism (modified ERAM) which
excludes from adjustment those variances in the Company's
electric revenues which result from changes in the number of
customers in each electric service classification. Net electric
revenues for the first quarter of 1996 include $6.8 million
earned under the RPC mechanism.

            Electric net revenues for the first quarter of 1996
include $10.4 million, compared with $21.2 million for the 1995
period, for incentives earned under the provisions of the 1995
and 1992 electric rate agreements, respectively.

            The accounting provisions of the 1992 and 1995
electric rate agreements for Indian Point Unit 2 refueling and
maintenance outages decreased electric net revenues for the first
quarter of 1996 compared with the 1995 period by $19.9 million;
related expenses decreased in like amount.


                       - 19 -

            Electric sales, excluding off-system sales, in the
first quarter of 1996 compared with the 1995 period were:


                                           Millions of Kwhrs.   
                             1st Quarter  1st Quarter              Percent
    Description                 1996         1995      Variation  Variation  

                                                         
Residential/Religious           2,710        2,570        140        5.4%
Commercial/Industrial           6,311        6,119        192        3.1%
Other                             153          149          4        2.7%

Total Con Edison Customers      9,174        8,838        336        3.8%

NYPA, Municipal Agency
 and Other Sales                2,427        2,364         63        2.7%

Total Service Area             11,601       11,202        399        3.6%


            Gas and steam revenues in the 1996 period reflect
rate increases effective October 1995. Gas net revenues for the
first quarter of 1996 also reflect an increase in non-weather
related firm sales compared with the 1995 period. 

            For the first quarter of 1996 firm gas sales volume
increased 15.5 percent and steam sales volume increased 15.1
percent compared with the 1995 period due to colder than normal
1996 winter weather compared with warmer than normal 1995 winter
weather. Steam net revenues for the period reflect the effect of
this weather variation because there is no weather normalization
provision for steam revenues.

            After adjustment for comparability in both periods,
primarily for variations in weather, electric sales volume in the
Company's service territory increased 1.6 percent in the first
quarter of 1996, firm gas sales volume increased 3.3 percent and
steam sales volume increased 1.7 percent. 

            Electric fuel costs increased $41.9 million in the
1996 period, largely because of increased sendout and higher unit
cost of fuel. Purchased power costs increased in the first
quarter of 1996 by $56.3 million over the 1995 period due to the
relatively high cost that the Company is required to pay under
its IPP contracts and the increased cost of short-term power
purchases, partially offset by reduced unit purchases. The
variations in fuel and purchased power costs also reflect the
availability of the Company's Indian Point Unit 2 nuclear
generating station, which was operating during most of the 1996
period but was out of service for refueling and maintenance for a
large part of the 1995 period. Steam fuel costs increased $28.2
million due to increased sendout and higher unit cost of fuel.
Gas purchased for resale increased $69.8 million, reflecting
increased sendout and higher unit cost of purchased gas.

                       - 20 -

            Other operations and maintenance expenses decreased
$11.3 million for the first quarter of 1996 compared with the
1995 period, due primarily to lower production expenses, since
there was a refueling and maintenance outage of Indian Point Unit
2 in the 1995 period but none in 1996, offset in part by
increased distribution costs related to the inclement winter
weather. 

            Depreciation and amortization increased $23.4 million
in the first quarter of 1996 due to higher plant balances and the
provision for depreciation expense of $13.9 million corresponding
to the amount of the gain on the refunding of preferred stock,
discussed above.

            Taxes other than federal income tax increased $30.3
million in the first quarter of 1996 compared with the 1995
period due principally to increased property taxes ($10.5
million) and revenue taxes ($14.4 million).

             Federal income tax decreased $12.6 million for the
quarter reflecting lower pre-tax income.

Twelve Months Ended March 31, 1996 Compared with
Twelve Months Ended March 31, 1995              

            Net revenues (operating revenues less fuel, purchased
power and gas purchased for resale) decreased $27.6 million in
the twelve months ended March 31, 1996 compared with the 1995
period. Electric net revenues decreased $92.0 million and gas and
steam net revenues increased $30.3 million and $34.1 million,
respectively. 

            Total electric revenues in the 1996 period were
higher than in the corresponding 1995 period, largely reflecting
recovery of higher purchased power costs. However, under the 1995
electric rate agreement, recovery of increased IPP capacity costs
in the 1996 period was offset by revenue reductions reflecting a
generally lower level of operation and maintenance expenses. The
1996 period also includes rate agreement reconciliations that
increased electric revenues by $26.3 million and purchased power
costs by $31.7 million.

            Under the modified ERAM, net electric revenues for
the twelve months ended March 31, 1996 have been reduced for a
credit due customers of $42.1 million, net of $20.1 million
earned under the RPC mechanism, reflecting higher sales revenues
than forecast, compared with a credit due customers of $33.5
million in the 1995 period. 

                       - 21 -

            Net electric revenues for the twelve months ended
March 31, 1996 include $46.8 million, compared with $95.3 million
for the 1995 period, for incentives earned under the 1995 and
1992 electric rate agreements, respectively. 

            Electric sales, excluding off-system sales, for the
twelve months ended March 31, 1996 compared with the twelve
months ended March 31, 1995 were:


                                           Millions of Kwhrs.                  
                            Twelve Months   Twelve Months
                                Ended           Ended                  Percent
    Description             March 31, 1996  March 31, 1995  Variation  Variation 

                                                              
Residential/Religious            10,988          10,601        387        3.7%
Commercial/Industrial            25,685          25,412        273        1.1%
Other                               621             605         16        2.6%

Total Con Edison Customers       37,294          36,618        676        1.8%

NYPA and Municipal Agency
 Sales                            9,376           9,184        192        2.1%

Total Service Area               46,670          45,802        868        1.9%


            Off-system electricity sales increased to 4,344
millions of Kwhrs in the 1996 period compared with 2,314 millions
of Kwhrs in the 1995 period. The increase in such sales was due
largely to arrangements in which the Company produced electricity
for others using gas they provided as fuel. The Company purchased
a substantial portion of this electricity for sale to its own
customers.

            Gas and steam revenues in the 1996 period reflect
rate increases in October 1995 and higher fuel-related revenues
due to increased sales volumes and higher steam unit cost of
fuel.

            For the twelve months ended March 31, 1996, firm gas
sales volume increased 11.2 percent and steam sales volume
increased 11.1 percent due to colder than normal 1996 winter
weather compared to warmer than normal 1995 winter weather. Under
the weather normalization clause in the Company's gas tariff,
most weather-related variations in gas sales do not
affect gas revenues.

            After adjustment for comparability in both periods,
primarily for variations in weather, electric sales volume in the
Company's service territory in the twelve months ended March 31,
1996 increased 2.0 percent. Similarly adjusted, firm gas sales
volume increased 2.4 percent and steam sales volume increased 0.7
percent.

                       - 22 -

            Electric fuel costs increased $12.0 million in the
1996 period due to higher unit cost of fuel; steam fuel costs
increased $34.6 million due to higher sendout and higher unit
cost of fuel. During the 1996 period the Company purchased 58
percent of its electric energy requirements compared with 54
percent for the prior period. Reflecting this increase and the
relatively high cost that the Company is required to pay under
its IPP contracts, purchased power costs increased in the 1996
period by $316.4 million over the 1995 period. Gas purchased for
resale increased $55.9 million, reflecting principally higher
sendout.  

            Other operations and maintenance expenses decreased
$13.5 million in the twelve months ended March 31, 1996 compared
with the 1995 period, due to decreased electric production and
administrative and general expenses, offset in part by higher
distribution and transmission expenses and amortization of
previously deferred Enlightened Energy program costs. 

            Depreciation and amortization increased $51.4 million
in the 1996 period due principally to higher plant balances and
the provision for depreciation expense of $13.9 million
corresponding to the amount of the gain on the refunding of
preferred stock. 

            Taxes, other than federal income tax, increased $38.0
million in the twelve months ended March 31, 1996 compared with
the 1995 period primarily due to increased revenue taxes ($21.6
million), property taxes ($6.5 million) and other taxes ($8.3
million).

            Federal income tax decreased $66.4 million for the 
twelve months ended March 31, 1996 compared with the 1995 period
principally due to lower pre-tax income and adjustments
associated with the 1995 electric rate agreement.

            Other income less miscellaneous deductions increased
$4.7 million for the twelve-month period primarily due to
increases in investment income. 

            Interest on long-term debt for the twelve-month
period increased $8.6 million principally as a result of the
issuance of new debt. Other interest charges increased $5.4
million due to interest expense associated with certain tax
settlements.

                         - 23 -

                         PART II. - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      EXHIBITS

Exhibit 4.1    Form of the Company's 7 3/4% Quarterly Income
               Capital Securities (Series A Subordinated
               Deferrable Interest Debentures). (Incorporated
               by reference to Exhibit 4 to the Company's
               Current Report on Form 8-K, dated February 29,
               1996, in Commission File No. 1-1217.)

Exhibit 4.2    Form of the Company's 7 3/4% Debentures,
               Series 1996 A. (Incorporated by reference
               to Exhibit 4 to the Company's Current
               Report on Form 8-K, dated April 24, 1996, in
               Commission File No. 1-1217.)

Exhibit 12     Statement of computation of ratio of earnings to
               fixed charges for the twelve-month periods ended
               March 31, 1996 and 1995.

Exhibit 27     Financial Data Schedule for the three-month period
               ended March 31, 1996.  (To the extent
               provided in Rule 402 of Regulation S-T, this
               exhibit shall not be deemed "filed", or otherwise
               subject to liabilities, or be deemed part of a
               registration statement.)

(b)  REPORTS ON FORM 8-K

     The Company filed a Current Report on Form 8-K, dated
February 29, 1996, reporting (under Item 5) the sale of $275
million aggregate principal amount of its 7 3/4% Quarterly Income
Capital Securities (Series A Subordinated Deferrable Interest
Debentures), and the expected use of the net proceeds of the sale
thereof to refund certain preferred stock of the Company. The
Company filed no other Current Reports on Form 8-K during the
quarter ended March 31, 1996.

     The Company filed a Current Report on Form 8-K, dated April
24, 1996, reporting (under Item 5) the sale of $100 million
aggregate principal amount of its 7 3/4% Debentures, Series 1996
A, and the expected use of the net proceeds of the sale thereof
to refund certain debentures of the Company.

                         - 24 -



                            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.



                              CONSOLIDATED EDISON COMPANY
                                OF NEW YORK, INC.




DATE:   May 13, 1996          Raymond J. McCann
                              Raymond J. McCann
                              Executive Vice President,
                              Chief Financial Officer and
                              Duly Authorized Officer




DATE:   May 13, 1996          Joan S. Freilich
                              Joan S. Freilich
                              Vice President, Controller and
                              Chief Accounting Officer





                      INDEX TO EXHIBITS

                                                  SEQUENTIAL PAGE
EXHIBIT                                           NUMBER AT WHICH
  NO.                    DESCRIPTION              EXHIBIT BEGINS

4.1    Form of the Company's 7 3/4% Quarterly Income
       Capital Securities (Series A Subordinated
       Deferrable Interest Debentures). (Incorporated
       by reference to Exhibit 4 to the Company's
       Current Report on Form 8-K, dated February 29,
       1996, in Commission File No. 1-1217.)

4.2    Form of the Company's 7 3/4% Debentures,
       Series 1996 A. (Incorporated by reference
       to Exhibit 4 to the Company's Current
       Report on Form 8-K, dated April 24, 1996, in
       Commission File No. 1-1217.)

12     Statement of computation of ratio of earnings to
       fixed charges for the twelve-month periods ended
       March 31, 1996 and 1995.

27     Financial Data Schedule for the three-month period
       ended March 31, 1996.  (To the extent
       provided in Rule 402 of Regulation S-T, this
       exhibit shall not be deemed "filed", or otherwise
       subject to liabilities, or be deemed part of a
       registration statement.)