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 JUNE 30, 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 July 31, 1996, the Registrant had
outstanding 234,981,363 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              5-7

           Consolidated Statements of Cash Flows       8-9

           Note to Financial Statements              10-12


ITEM 2.    Management's Discussion and Analysis of    13-28
            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 JUNE 30, 1996, DECEMBER 31, 1995 AND JUNE 30, 1995                  
                                                                                                
                                                                          
                                                                      As At                     
                                                  June 30, 1996  Dec. 31, 1995   June 30, 1995
                                                             (Thousands of Dollars)             
                                                                       
ASSETS                                                                                          
                                                                                             
Utility plant, at original cost                                                                 
  Electric                                         $ 11,444,742   $ 11,319,622  $ 11,154,286 
  Gas                                                 1,581,682      1,537,296     1,479,394 
  Steam                                                 520,536        462,975       446,967 
  General                                             1,119,112      1,085,795     1,047,837 
      Total                                          14,666,072     14,405,688    14,128,484 
    Less: Accumulated depreciation                    4,205,894      4,036,954     3,905,417 
      Net                                            10,460,178     10,368,734    10,223,067 
  Construction work in progress                         356,915        360,457       339,773 
  Nuclear fuel assemblies and components,                                                       
    less accumulated amortization                        69,652         85,212        96,137 
                                                                                            
                                Net utility plant    10,886,745     10,814,403    10,658,977 
                                                                                                
Current assets                                                                                  
  Cash and temporary cash investments                    57,369        342,292        48,485 
  Accounts receivable - customers, less                                                         
    allowance for uncollectible accounts
    of $22,514, $21,600 and $20,258                     499,516        497,215       420,209 
  Other receivables                                      46,102         45,558        64,340 
  Regulatory accounts receivable                          4,938         (6,481)       36,475
  Fuel, at average cost                                  41,415         40,506        41,377 
  Gas in storage, at average cost                        23,373         26,452        35,284 
  Materials and supplies, at average cost               215,169        221,026       226,532
  Prepayments                                            62,634         66,148       155,559 
  Other current assets                                   14,732         15,126        13,692 
                                                                                                
                             Total current assets       965,248      1,247,842     1,041,953 
                                                                                                
Investments and nonutility property                     164,358        145,646       129,170 
                                                                                                
Deferred charges                                                                                
  Enlightened Energy program costs                      129,739        144,282       146,420 
  Unamortized debt expense                              135,934        133,812       133,572
  Power contract termination costs                       81,984        105,408       128,832
  Other deferred charges                                289,845        316,237       297,309 
                                                                                                
                           Total deferred charges       637,502        699,739       706,133 
                                                                                                
Regulatory asset-future federal 
  income taxes                                        1,016,829      1,042,260     1,065,325

                                            Total  $ 13,670,682   $ 13,949,890  $ 13,601,558 



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


                                        - 4 -


                          CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.                         
                                   CONSOLIDATED BALANCE SHEET                                   
                   AS AT JUNE 30, 1996, DECEMBER 31, 1995 AND JUNE 30, 1995              
  
                                                                                                
                                                                    As At                       
                                                June 30, 1996  Dec. 31, 1995   June 30, 1995
                                                         (Thousands of Dollars)       
                                                                       
CAPITALIZATION AND LIABILITIES                                                                  
Capitalization                                                                                  
  Common stock, authorized 340,000,000 shares;                                                  
   outstanding 234,978,113 shares, 234,956,299
    shares and 234,928,245 shares                $  1,478,416    $  1,464,305   $  1,464,089
  Capital stock expense                               (35,052)        (38,606)       (38,766)
  Retained earnings                                 4,089,399       4,097,035      3,908,038  
                         Total common equity        5,532,763       5,522,734      5,333,361  
  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                              15,329          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                         4,750           4,917          5,133  
                 Total other preferred stock          238,217         539,917        540,133  
                       Total preferred stock          322,767         639,917        640,133  
  Long-term debt                                    4,190,366       3,917,244      3,924,474  
                        Total capitalization       10,045,896      10,079,895      9,897,968  
Noncurrent liabilities                                                                          
  Obligations under capital leases                     43,969          45,250         46,528
  Other noncurrent liabilities                         80,701          75,907         71,581
                Total noncurrent liabilities          124,670         121,157        118,109
Current liabilities                                                                             
  Long-term debt due within one year                   82,095         183,524        111,324  
  Accounts payable                                    341,235         420,852        278,392  
  Customer deposits                                   158,312         158,366        161,228  
  Accrued taxes                                        38,163          24,374         86,984  
  Accrued interest                                     83,625          89,374         85,818  
  Accrued wages                                        75,815          76,459         86,103  
  Other current liabilities                           148,073         168,477        157,932  
                   Total current liabilities          927,318       1,121,426        967,781  
Provisions related to future federal income 
  taxes and other deferred credits                                                              
  Accumulated deferred federal income tax           2,270,151       2,296,284      2,303,884
  Accumulated deferred investment tax credits         176,860         181,420        186,070  
  Other deferred credits                              125,787         149,708        127,746  
                      Total deferred credits        2,572,798       2,627,412      2,617,700  
                                      Total      $ 13,670,682    $ 13,949,890   $ 13,601,558  


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 JUNE 30, 1996 AND 1995

                                                              1996           1995
                                                            (Thousands of Dollars)

                                                                   
Operating revenues
  Electric                                                $ 1,244,306    $ 1,230,572
  Gas                                                         223,428        172,074
  Steam                                                        72,001         57,206
                             Total operating revenues       1,539,735      1,459,852  
Operating expenses
  Fuel                                                        120,389        113,193
  Purchased power                                             321,588        309,776
  Gas purchased for resale                                     96,554         52,424
  Other operations                                            286,676        300,833
  Maintenance                                                 123,915        123,958
  Depreciation and amortization                               119,981        114,012
  Taxes, other than federal income tax                        277,474        252,303
  Federal income tax                                           40,880         37,370
                             Total operating expenses       1,387,457      1,303,869    
  
Operating income                                              152,278        155,983

Other income (deductions)
  Investment income                                             2,283          2,943
  Allowance for equity funds used during construction             745          1,363
  Other income less miscellaneous deductions                   (1,996)        (3,028)
  Federal income tax                                             (510)           160
                                   Total other income             522          1,438    

Income before interest charges                                152,800        157,421

Interest on long-term debt                                     78,106         74,484
Other interest                                                  3,629          7,194
Allowance for borrowed funds used during construction            (350)          (658)
                                 Net interest charges          81,385         81,020

Net income                                                     71,415         76,401
Preferred stock dividend requirements                           4,608          8,892
Net income for common stock                               $    66,807    $    67,509

Common shares outstanding - average (000)                     234,974        234,921
Earnings per share                                          $    0.28      $    0.29
Dividends declared per share of common stock                $    0.52      $    0.51

Sales
  Electric (Thousands of Kwhrs.)
    Con Edison Customers                                    8,461,823      8,198,066
    Deliveries for NYPA and Other Customers                 2,072,831      2,040,339
    Service for Municipal Agencies                            176,772        102,214
      Total Sales in Service Territory                     10,711,426     10,340,619
    Off-System Sales (A)                                    1,108,443      1,464,719   
  Gas (Dekatherms)                                         
    Firm                                                   20,290,373     18,139,687
    Off-Peak Firm/Interruptible                             4,271,271      3,150,353
      Total Sales to Con Edison Customers                  24,561,644     21,290,040
    Transportation of Customer-Owned Gas                    1,437,248      9,571,890
    Off-System Sales                                        3,287,507        232,349
      Total Sales and Transportation                       29,286,399     31,094,279
  Steam (Thousands of Pounds)                               5,458,166      5,158,131

(A) Includes 537,445 and 898,254 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.

                                        - 6 -

                      CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                              CONSOLIDATED INCOME STATEMENT
                     FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
                                                              1996           1995
                                                             (Thousands of Dollars)

                                                                   
Operating revenues
  Electric                                                $ 2,530,574    $ 2,453,880
  Gas                                                         630,292        491,030
  Steam                                                       246,234        183,727 
                             Total operating revenues       3,407,100      3,128,637  
Operating expenses
  Fuel                                                        304,277        227,039
  Purchased power                                             625,587        557,460
  Gas purchased for resale                                    277,394        163,462
  Other operations                                            563,987        582,942
  Maintenance                                                 248,940        255,447
  Depreciation and amortization (A)                           252,546        223,169
  Taxes, other than federal income tax                        583,510        528,069
  Federal income tax                                          145,920        155,010
                             Total operating expenses       3,002,161      2,692,598
    
Operating income                                              404,939        436,039 

Other income (deductions)
  Investment income                                             3,721          4,298
  Allowance for equity funds used during construction           1,258          2,876
  Other income less miscellaneous deductions                   (2,673)        (3,430)
  Federal income tax                                             (930)          (310)
                                   Total other income           1,376          3,434

Income before interest charges                                406,315        439,473

Interest on long-term debt                                    152,475        149,040
Other interest                                                  8,481         14,397
Allowance for borrowed funds used during construction            (591)        (1,394)
                                 Net interest charges         160,365        162,043

Net income                                                    245,950        277,430
Preferred stock dividend requirements                          10,643         17,785
Gain on redemption of preferred stock (A)                      13,943           -   
Net income for common stock                               $   249,250    $   259,645

Common shares outstanding - average (000)                     234,968        234,916
Earnings per share                                          $    1.06      $    1.11
Dividends declared per share of common stock                $    1.04      $    1.02

Sales
  Electric (Thousands of Kwhrs.)
    Con Edison Customers                                   17,635,244     17,036,366
    Deliveries for NYPA and Other Customers                 4,392,665      4,296,804
    Service for Municipal Agencies                            284,227        209,377
      Total Sales in Service Territory                     22,312,136     21,542,547
    Off-System Sales (B)                                    1,269,146      2,317,168
  Gas (Dekatherms)
    Firm                                                   65,132,812     56,960,511
    Off-Peak Firm/Interruptible                            11,125,581      8,479,634
      Total Sales to Con Edison Customers                  76,258,393     65,440,145
    Transportation of Customer-Owned Gas                    2,076,238     15,218,502
    Off-System Sales                                        7,136,458        321,836
      Total Sales and Transportation                       85,471,089     80,980,483
  Steam (Thousands of Pounds)                              17,322,853     15,468,824
(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 537,445 and 1,321,630 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 INCOME STATEMENT
                    FOR THE TWELVE MONTHS ENDED JUNE 30, 1996 AND 1995
                                                              1996           1995
                                                             (Thousands of Dollars)

                                                                   
Operating revenues
  Electric                                                $ 5,466,102    $ 5,300,809
  Gas                                                         952,617        797,575
  Steam                                                       396,640        313,492 
                             Total operating revenues       6,815,359      6,411,876  
Operating expenses
  Fuel                                                        581,342        517,454
  Purchased power                                           1,175,350        959,709
  Gas purchased for resale                                    373,720        252,536
  Other operations                                          1,120,777      1,182,933
  Maintenance                                                 505,595        478,314
  Depreciation and amortization (A)                           485,153        437,206
  Taxes, other than federal income tax                      1,175,673      1,101,658
  Federal income tax                                          387,470        433,010
                             Total operating expenses       5,805,080      5,362,820    
  
Operating income                                            1,010,279      1,049,056

Other income (deductions)
  Investment income                                            16,389         12,214
  Allowance for equity funds used during construction           2,145          6,579
  Other income less miscellaneous deductions                   (7,392)       (15,415)
  Federal income tax                                           (1,680)           430
                                   Total other income           9,462          3,808

Income before interest charges                              1,019,741      1,052,864

Interest on long-term debt                                    305,351        295,774
Other interest                                                 23,039         24,935
Allowance for borrowed funds used during construction          (1,019)        (3,023)
                                 Net interest charges         327,371        317,686

Net income                                                    692,370        735,178
Preferred stock dividend requirements                          28,422         35,577
Gain on refunding of preferred stock (A)                       13,943           -   
Net income for common stock                               $   677,891    $   699,601

Common shares outstanding - average (000)                     234,956        234,905
Earnings per share                                          $    2.89      $    2.98
Dividends declared per share of common stock                $    2.06      $    2.02

Sales
  Electric (Thousands of Kwhrs.)
    Con Edison Customers                                   37,557,246     36,526,182
    Deliveries for NYPA and Other Customers                 8,951,651      8,766,265
    Service for Municipal Agencies                            531,578        430,913
      Total Sales in Service Territory                     47,040,475     45,723,360
    Off-System Sales (B)                                    3,987,450      3,374,432
  Gas (Dekatherms)                                         
    Firm                                                   98,896,627     87,204,924
    Off-Peak Firm/Interruptible                            18,118,759     15,459,850
      Total Sales to Con Edison Customers                 117,015,386    102,664,774
    Transportation of Customer-Owned Gas                   17,218,924     28,982,219
    Off-System Sales                                       10,190,997        321,836
      Total Sales and Transportation                      144,425,307    131,968,829
  Steam (Thousands of Pounds)                              31,279,809     27,866,954
(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 1,882,652 and 1,321,630 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.

                                        - 8 -

                    CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                         CONSOLIDATED STATEMENT OF CASH FLOWS
                   FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995             

                                                                                       
                                                              1996            1995
                                                             (Thousands of Dollars)    

                                                                     
 Operating activities                                            
    Net income                                             $ 245,950       $ 277,430 
    Principal non-cash charges (credits) to income
      Depreciation and amortization                          252,546         223,169 
      Federal income tax deferred                             (5,840)         59,780 
      Common equity component of allowance
        for funds used during construction                    (1,188)         (2,710)
      Other non-cash charges (credits)                        27,053         (19,425)
    Changes in assets and liabilities
      Accounts receivable - customers, less
        allowance for uncollectibles                          (2,301)         20,287
      Regulatory accounts receivable                         (11,419)        (10,129)
      Materials and supplies, including fuel
        and gas in storage                                     8,027          28,132 
      Prepayments, other receivables and
        other current assets                                   3,364        (102,193)
      Enlightened Energy program costs                        14,543          23,781 
      Federal income tax refund                                 -            (49,510)
      Power contract termination costs                         7,311          31,963 
      Accounts payable                                       (79,617)        (96,077)
      Accrued income taxes                                    22,658          36,485 
      Other - net                                            (28,110)        (40,532)
        Net cash flows from operating activities             452,977         380,451 

  Investing activities including construction
      Construction expenditures                             (313,280)       (302,731) 
      Nuclear fuel expenditures                                  182          (6,769) 
      Contributions to nuclear decommissioning trust         (17,047)         (8,243) 
      Common equity component of allowance                                             
        for funds used during construction                     1,188           2,710 
        Net cash flows from investing activities                                       
          including construction                            (328,957)       (315,033) 
                                                                                     
  Financing activities including dividends
      Issuance of long-term debt                             375,000            -    
      Retirement of long-term debt                          (105,055)         (4,620)
      Advance refunding of long-term debt                    (95,329)           -
      Advance refunding of preferred stock                  (316,982)           -
      Issuance and refunding costs                            (8,711)           (129)
      Common stock dividends                                (244,369)       (239,617)
      Preferred stock dividends                              (13,497)        (17,788)
        Net cash flows from financing activities
          including dividends                               (408,943)       (262,154)
                                                                                     
  Net decrease in cash and temporary
    cash investments                                        (284,923)       (196,736)
                                                                                     
  Cash and temporary cash investments                                                  
    at January 1                                             342,292         245,221 
                                                                                     
  Cash and temporary cash investments                                                  
    at June 30                                             $  57,369       $  48,485 
                                                            
  Supplemental disclosure of cash flow information                                     
    Cash paid during the period for:                                                   
      Interest                                             $ 156,017       $ 149,098 
      Income taxes                                           131,000          65,847 

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


                                        - 9 -

                        CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                              CONSOLIDATED STATEMENT OF CASH FLOWS
                       FOR THE TWELVE MONTHS ENDED JUNE 30, 1996 AND 1995             

                                                                                       
                                                              1996            1995
                                                             (Thousands of Dollars)    
 
                                                                     
Operating activities                                            
    Net income                                             $ 692,370       $ 735,178
    Principal non-cash charges (credits) to income
      Depreciation and amortization                          485,153         437,206
      Federal income tax deferred                              3,400         110,590
      Common equity component of allowance                                             
        for funds used during construction                    (2,024)         (6,200)
      Other non-cash charges                                  (1,077)        (20,258)
    Changes in assets and liabilities                                                  
      Accounts receivable - customers, less                                            
        allowance for uncollectibles                         (79,307)         41,585 
      Regulatory accounts receivable                          31,537          18,639 
      Materials and supplies, including fuel                                           
         and gas in storage                                   23,236          22,961
      Prepayments, other receivables and                                               
        other current assets                                 110,123        (103,301)
      Enlightened Energy program costs                        16,681           6,952 
      Power contract termination costs                        30,735          22,923 
      Federal income tax refund                               (3,427)        (49,530)
      Accounts payable                                        62,843         (19,987)
      Accrued income taxes                                   (22,377)         31,973 
      Other - net                                              1,123         (58,759)
        Net cash flows from operating activities           1,348,989       1,169,972

  Investing activities including construction                                          
      Construction expenditures                             (703,352)       (747,179)
      Nuclear fuel expenditures                               (5,889)        (49,189)
      Contributions to nuclear decommissioning trust         (27,697)        (14,077)
      Common equity component of allowance                                             
        for funds used during construction                     2,024           6,200
        Net cash flows from investing activities                                       
          including construction                            (734,914)       (804,245)
                                                                                     
  Financing activities including dividends
      Issuance of long-term debt                             603,285         250,000
      Retirement of long-term debt and preferred stock      (111,324)       (134,036)
      Advance refunding of long-term debt                   (251,028)           -  
      Advance refunding of preferred stock                  (316,982)           -    
      Issuance and refunding costs                           (13,851)         (3,755)
      Common stock dividends                                (484,014)       (474,512)
      Preferred stock dividends                              (31,277)        (35,588)
        Net cash flows from financing activities
          including dividends                               (605,191)       (397,891)
                                                                                     
  Net increase (decrease) in cash and temporary
    cash investments                                           8,884         (32,164)
                                                                                     
  Cash and temporary cash investments                                                  
    at beginning of period                                    48,485          80,649
                                                                                     
  Cash and temporary cash investments                                                  
    at June 30                                             $  57,369       $  48,485
                                                            
  Supplemental disclosure of cash flow information                                     
    Cash paid during the period for:                                                   
      Interest                                             $ 316,872       $ 288,031
      Income taxes                                           409,907         296,821

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


                       - 10 -

- ---------------------------------------------------------------- 
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 four 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 June 30, 1996 the highest amount
which could be assessed for losses during the current policy year
under all of the policies was $32 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.

                       - 11 -

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        
June 30, 1996 of approximately $13.5 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 June 30, 1996 the Company had an accrued liability of $18.5
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.


                       - 12 -

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.

                        - 13 -

                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 $57.4
million at June 30, 1996 compared with $342.3 million at December
31, 1995 and $48.5 million at June 30, 1995. The Company's cash
balances reflect the timing and amounts of external financing,
seasonal cash flows and property tax payments. In June 1995 the
Company made a prepayment of $100.6 million (approximately
one-quarter) of its New York City real estate taxes for the
City's 1995/1996 fiscal year, which correspondingly decreased
cash and increased prepayments at June 30, 1995.

             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
six and twelve-month periods ending June 30, 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 were 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.

                        - 14 -

            On July 1, 1996 the Company paid $213.2 million to
New York City for property taxes for the first half of the
1996-1997 fiscal year. In order to meet this cash requirement,
the Company borrowed $155 million through short-term bank
promissory notes. Approximately $65 million of short-term
borrowings were  outstanding at July 31. The Company anticipates
that these borrowings will be repaid in August.

            The Company expects to finance the balance of its
capital requirements for the remainder of 1996 and 1997,
including $185 million for securities maturing during this
period, from internally generated funds and external financing of
about $150 million, most, if not all, of which will be debt
issues.

            Customer accounts receivable, less allowance for
uncollectible accounts, amounted to $499.5 million at June 30,
1996 compared with $497.2 million at December 31, 1995 and $420.2
million at June 30, 1995. In terms of equivalent days of revenue
outstanding (ENDRO), these amounts represented 27.7, 27.6 and
24.5 days, respectively. The increases in the customer accounts
receivable balance and ENDRO at June 30, 1996 compared with June
30, 1995 reflect primarily increases in sales revenues and timing
differences in billing and collection schedules.

            The regulatory accounts receivable negative balance
of $6.5 million at December 31, 1995 represents amounts to be
refunded to customers. The regulatory accounts receivable of $4.9
million and $36.5 million at June 30, 1996 and 1995,
respectively, represent amounts to be recovered from customers.
These balances include amounts accrued under the electric revenue
adjustment mechanism (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 six months of 1996 were as follows:

                                                               
                                                                 1996
                                           Balance             Recoveries  Balance 
                                           Dec. 31,     1996      from     June 30,
(Millions of Dollars)                       1995*    Accruals*Customers**   1996* 
ERAM/Modified ERAM                         $(37.7)    $ (6.6)    $  9.1    $(35.2)
Electric Incentives
  Enlightened Energy program                 19.7       12.2       (4.9)     27.0
  Customer service                            4.0        2.1       (1.5)      4.6
  Fuel and purchased power                    1.9       10.6       (5.8)      6.7
Gas Incentives
  System improvement                          4.6         -        (3.1)      1.5  
  Customer service                            1.0         -         (.7)       .3  
 Total                                     $ (6.5)    $ 18.3     $ (6.9)   $  4.9  

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


                        - 15 -

            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 12
months ended June 30, 1996 was 4.11 times, compared with 4.20
times for the year 1995 and 4.44 times for the 12 months ended
June 30, 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 12 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. A
provision for excess earnings of $10.2 million has been set aside
for the future benefit of customers.

            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.


                        - 16 -

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
agreements) 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.

            On June 17, 1996 the Company filed requests for rate
increases for the third year of the current three-year gas and
steam rate agreements. The increases calculated pursuant to the
methodology provided in the rate agreements, which increases
would be effective October 1, 1996, are $35.6 million (4.2
percent) and $20.6 million (5.9 percent) for gas and steam,
respectively. However, under the provisions of the steam rate
agreement, the third-year steam increase is capped at $12.3
million or 3.5 percent. Under the agreement, the excess of the
calculated increase over this cap is to be deferred for recovery
in a future period. The requested return on equity for both
services remains at the current level of 10.9 percent.

            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 unsecured debentures and tax-exempt
debt are rated A1 by Moody's Investors Service, Inc. (Moody's)
and A+ by Standard & Poor's Rating Group (S&P). Duff & Phelps
Inc., whose rating service the Company has recently discontinued,
also had rated this debt at A+. The Company's subordinated
debentures are rated A2 by Moody's and A by S&P. The Company's
senior debt (first mortgage bonds) is rated Aa3 and A+ by Moody's
and S&P, respectively. The Company has not issued first mortgage
bonds since 1974. As of June 30, 1996, one $75 million issue of
first mortgage bonds, which will mature in December 1996, remains
outstanding. 

                        - 17 -

Competition - New York State Initiative

            By Order issued May 20, 1996 in its "competitive
opportunities" proceeding, the PSC endorsed a fundamental
restructuring of the electric utility industry in New York State,
based on competition in the generation and energy services
sectors of the industry. The PSC stated that it expected
wholesale competition to begin in early 1997, and retail
competition to begin in early 1998. The stated goals of the PSC
are (1) lowering rates for consumers; (2) increasing customer
choice as to both suppliers and types and levels of service; (3)
continuing reliability of service; (4) continuing public interest
programs such as energy efficiency and environmental protection;
(5) mitigating concentrations of market power; and (6) continuing
customer protections and the obligation to serve. To implement
this restructuring, the PSC envisions the establishment of (i) an
"Independent System Operator" (ISO) that would control and
operate the electric transmission facilities in the State as an
integrated system, and (ii) a Market Exchange that will establish
visible spot market prices.

            To address market power concerns, the PSC indicates
the separation of (a) generation, (b) transmission and
distribution and (c) energy services activities, is "encouraged." 
The PSC notes that such separation could be achieved
functionally, by maintaining separate books and records;
structurally, by placing each activity in a separate subsidiary
or affiliate; or by divestiture, through a sale or spinoff. The
Order states: "We strongly encourage divestiture, particularly of
generation assets, but do not require it immediately." Similarly,
the Order notes: "While divestiture of energy service company
operations is encouraged, for now we will allow utilities to
continue to provide energy services to their customers either
directly or through an affiliate."

            The PSC recognizes in its Order that certain costs
incurred by utilities in the past under traditional regulation
could become unrecoverable in the transition from regulation to a
competitive market for electricity. The PSC rejected the argument
made by the investor-owned utilities, that they are legally
entitled to recover (and earn a return on) all prudent costs
incurred in the provision of services under past regulation. The
PSC indicated that utilities are entitled only to "just and
reasonable" rates, and that "while 'just and reasonable' rates
must reflect a reasonable balancing of ratepayer and shareholder
interests, they may or may not include stranded investment." As a
general policy, the PSC stated that "utilities should have a
reasonable opportunity to seek recovery of strandable costs
consistent with the goals of lowering rates, fostering economic
development, increasing customer choices, and maintaining
reliable service."

                        - 18 -

            To begin the transition to a competitive electric
market, the PSC ordered the Company and each of the other major
investor-owned electric utilities in New York State (other than
Long Island Lighting Company and Niagara Mohawk Power
Corporation) to submit filings to the PSC by October 1, 1996
addressing numerous matters, including:


         - The structure, activities, authority and procedures of
           the ISO and the Market Exchange (including the
           relationship of the Market Exchange to the ISO). The
           PSC has expressed an "expectation" that the utilities
           will make corresponding subsequent filings on this
           subject with the FERC.

         - The proposed resolution of market power problems as
           related to areas of constricted transmission capacity,
           such as occur in the downstate region, which includes
           the area served by the Company.

         - Recommendations regarding the role and operation of
           energy service companies.

         - The structure of the utility in both the short and
           long term, the schedule and cost to attain that
           structure, and a description of how that structure
           complies with the PSC's objectives.

         - A schedule for the introduction of retail access and a
           set of "unbundled" tariffs consistent with the retail
           access program.

         - A rate plan to be effective for a significant portion
           of the transition to a competitive market, including
           mechanisms to reduce rates and address stranded
           investment.


            The Company is considering its response to the PSC
Order, including potential litigation challenging the Order in
whole or in part. It is not possible to predict the outcome of
this proceeding or its impact on the Company. However, the
outcome could potentially have a material adverse effect on the
Company, its financial condition and results of operations.


                        - 19 -

Competition - Federal Initiative

            On April 24, 1996 the Federal Energy Regulatory
Commission (FERC) issued its final order (FERC Order 888)
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 has petitioned the FERC to make certain modifications to
Order 888. The Company participates in the wholesale electric
market primarily as a buyer, and in this regard should benefit if
Order 888 results in lower wholesale prices for its purchases of
electricity for its retail customers. (The preceding sentence is
a forward-looking statement; it is a statement of expectation as
to future economic performance and is not a statement of fact.
Actual results might differ materially from those projected in
this statement. Important factors that could cause actual results
to differ from those projected include adverse interpretations of
Order 888 by the FERC or the courts; additional rule-making or
legislation that could modify the impact of Order 888; and
presently unforeseen interaction between Order 888 and the PSC
"competitive opportunities" proceeding, including future
developments in such proceeding.)

            For additional information concerning 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." 

1996 Stock Option Plan

            In May 1996 the Company's shareholders adopted the
Consolidated Edison Company of New York, Inc. 1996 Stock Option
Plan covering 10,000,000 shares of the Company's common stock.
Also in May, ten-year options covering 704,200 shares were
granted (at an exercise price of $27-7/8 per share). As permitted
by Statement of Financial Accounting Standard No. 123 (SFAS 123),
"Accounting for Stock-Based Compensation," the Company will
account for the Stock Option Plan in accordance with Accounting
Principles Board No. 25 (APB 25), "Accounting for Stock Issued to
Employees," with year-end footnote disclosure of the impact on
net income and earnings per share as if the Company had adopted
the SFAS 123 fair value method for recognition purposes. Because
the exercise price of the stock options under the Plan equals the
market price of the underlying stock on the date of grant, under
APB 25 no compensation expense is recognized.


                        - 20 -

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.


Collective Bargaining Agreement

            In June 1996, the Company concluded a new collective
bargaining agreement with the union representing approximately
two-thirds of the Company's employees. The four-year agreement
provides for general wage increases of 2.5 percent in each of the
first two years and 3.0 percent in each of years three and four,
with a potential 0.5 percent merit increase in each year. Under
the current electric rate agreement, such increases are not
recovered in rates.


                        - 21 -

RESULTS OF OPERATIONS

            Net income for common stock for the quarter, six
months and 12 months ended June 30, 1996 was lower than in the
corresponding 1995 periods by $.7 million ($.01 a share), $10.4
million ($.05 a share) and $21.7 million ($.09 a share),
respectively. These results reflect the three-year electric rate
agreement effective April 1, 1995, which provides for a generally
lower level of incentive earnings opportunities and lower allowed
returns on common equity. 

            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  Six Months Ended   Twelve Months Ended  
                                       June 30, 1996      June 30, 1996       June 30, 1996
                                       Compared With      Compared With       Compared with
                                    Three Months Ended  Six Months Ended   Twelve Months Ended
                                       June 30, 1995      June 30, 1995       June 30, 1995   
                                    Amount     Percent  Amount    Percent  Amount      Percent
                                                     (Amounts in Millions)
                                                                      
  Operating revenues               $  79.9       5.5 %  $ 278.4     8.9 %  $ 403.5       6.3 %
  Fuel - electric and steam            7.2       6.4       77.2    34.0       63.9      12.3 
  Purchased power - electric          11.8       3.8       68.1    12.2      215.6      22.5 
  Gas purchased for resale            44.1      84.2      113.9    69.7      121.2      48.0 
  Operating revenues less
    fuel and purchased power 
    and gas purchased for resale
    (Net revenues)                    16.8       1.7       19.2     0.9        2.8       0.1  
  Other operations and maintenance   (14.2)     (3.3)     (25.5)   (3.0)     (34.9)     (2.1)
  Depreciation and amortization (A)    6.0       5.2       29.4    13.2       48.0      11.0
  Taxes, other than federal
    income tax                        25.2      10.0       55.5    10.5       74.0       6.7 
  Federal income tax                   3.5       9.4       (9.1)   (5.9)     (45.5)    (10.5)
  Operating income                    (3.7)     (2.4)     (31.1)   (7.1)     (38.8)     (3.7)
  Other income less deductions
    and related federal income tax    (0.9)    (63.7)      (2.1)  (59.9)       5.7     Large
  Interest charges                     0.4       0.5       (1.7)   (1.0)       9.7       3.0 
  Net income                          (5.0)     (6.5)     (31.5)  (11.3)     (42.8)     (5.8)
  Preferred stock dividend
    requirements                      (4.3)    (48.2)      (7.2)  (40.2)      (7.2)    (20.1)
  Gain on refunding of preferred
    stock (A)                           -         -        13.9      -        13.9        -
  Net income for common stock      $  (0.7)     (1.0)%  $ (10.4)   (4.0)%  $ (21.7)     (3.1)%

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



                        - 22 -

Second Quarter 1996 Compared with
Second Quarter 1995

            Net revenues (operating revenues less fuel, purchased
power and gas purchased for resale) increased $16.8 million in
the second quarter of 1996 compared with the 1995 period. 
Electric, gas and steam net revenues increased $6.5 million, $7.3
million and $3.0 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. Net electric revenues
for the second quarter of 1996 have been reduced for a credit due
customers of $7.0 million under the modified ERAM, reflecting
higher net revenues than the forecast level, compared with an
accrual of $14.3 million reflecting lower net revenues than the
forecast level 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 second quarter of
1996 include $13.4 million earned under the RPC mechanism.

            Electric net revenues for the second quarter of 1996
include $14.6 million, compared with $13.7 million for the 1995
period, for incentives earned under the provisions of the
electric rate agreements.

            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
second quarter of 1996 compared with the 1995 period by $6.9
million; related expenses decreased in like amount.

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


                                           Millions of Kwhrs.              
                             2nd Quarter  2nd Quarter              Percent
    Description                 1996         1995      Variation  Variation  
                                                         
Residential/Religious           2,379        2,258        121        5.4%
Commercial/Industrial           5,941        5,802        139        2.4%
Other                             142          138          4        2.9%

Total Con Edison Customers      8,462        8,198        264        3.2%

NYPA, Municipal Agency
 and Other Delivery Service     2,249        2,143        106        4.9%

Total Service Area             10,711       10,341        370        3.6%



                        - 23 -

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

            For the second quarter of 1996 firm gas sales volume
increased 11.9 percent and steam sales volume increased 5.8
percent compared with the 1995 period due to colder than normal
weather in the 1996 period compared with milder than normal
weather in the 1995 period. 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 1.0 percent in the second
quarter of 1996, firm gas sales volume increased 3.7 percent and
steam sales volume decreased 1.3 percent. 

            Electric fuel costs decreased $4.6 million in the
1996 period, largely because of the lower unit cost of fuel
offset by increased sendout. Purchased power costs increased in
the second  quarter of 1996 by $11.8 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 unit, which was operating during the 1996 period but
was out of service for refueling and maintenance for a large part
of the 1995 period. Steam fuel costs increased $11.8 million due
to increased sendout and higher unit cost of fuel. Gas purchased
for resale increased $44.1 million, reflecting increased sendout
and higher unit cost of purchased gas.

            Other operations and maintenance expenses decreased
$14.2 million for the second quarter of 1996 compared with the
1995 period, due primarily to a decrease in the amortization of
previously deferred Enlightened Energy program costs, reflecting
lower program cost deferrals, and lower production expenses
reflecting a refueling and maintenance outage of Indian Point
Unit 2 in the 1995 period. There was no such outage in 1996.

            Depreciation and amortization increased $6.0 million
in the second quarter of 1996 due to higher plant balances.

            Taxes, other than federal income tax, increased $25.2
million in the second quarter of 1996 compared with the 1995
period due principally to increased property taxes.


                        - 24 -

             Federal income tax increased $3.5 million for the
quarter reflecting adjustments associated with the 1995 electric
rate agreement.



Six Months Ended June 30, 1996 Compared 
with the Six Months Ended June 30, 1995

            Net revenues (operating revenues less fuel and
purchased power and gas purchased for resale) increased $19.2
million in the first six months of 1996 compared with the first
six months of 1995. Electric net revenues decreased $28.6 million
and gas and steam net revenues increased $25.3 million and $22.5
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 six months of 1996 have been reduced by a
credit due customers of $6.6 million, net of $20.3 million earned
under the RPC mechanism, reflecting higher net revenues than the
forecast, compared with an accrual of $21.4 million reflecting
lower net revenues than the forecast level in the 1995 period.

             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 six
months ended June 30, 1996 compared with the 1995 period by $26.8
million; related expenses decreased in like amount.

            Electric net revenues for the first six months of
1996 also include $24.9 million compared with $34.9 million for
the 1995 period for incentives earned under the provisions of the
rate agreements. 

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

                                           Millions of Kwhrs.                
                             Six Months    Six Months
                               Ended         Ended                  Percent
    Description            June 30, 1996  June 30, 1995  Variation  Variation
                                                            
Residential/Religious           5,088          4,828        260        5.4 %
Commercial/Industrial          12,252         11,921        331        2.8 %
Other                             295            287          8        2.8 %
Total Con Edison Customers     17,635         17,036        599        3.5 %
NYPA, Municipal Agency
 and Other Delivery Service     4,677          4,506        171        3.8 %
Total Service Area             22,312         21,542        770        3.6 %   



                        - 25 -

            Gas and steam revenues in the first six months of
1996 were increased by rate increases effective October 1995 and
by recovery of higher costs for gas purchased for resale and
steam fuel. In addition, gas net revenue for the 1995 period
included $4.7 million for incentives earned under the 1994 gas
rate agreement, related to achievement of gas system improvement
targets for gas leaks. Steam revenue increases also reflect
increased sales volume.

            For the first six months of 1996 firm gas sales
volume increased 14.3 percent and steam sales volume increased
12.0 percent over the 1995 period. 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 first six months of 1996
increased 1.3 percent. Similarly adjusted, firm gas sales volume
increased 3.4 percent and steam sales volume increased 0.7
percent.

            Electric fuel and purchased power costs increased in
the first six months of 1996 by $37.2 million and $68.1 million,
respectively, reflecting higher sendout and the higher costs of
the Company's IPP power purchase contracts. The changes in fuel
and purchased power costs also reflect increased generation from
the Company's Indian Point Unit 2 nuclear generating station,
which was operating during the 1996 period but was out of service
for refueling and maintenance for a large part of the 1995
period. Steam fuel costs increased $40.0 million due to increased
sendout and higher unit cost of fuel. Gas purchased for resale
increased $113.9 million reflecting higher sendout and higher
unit cost. 

            Other operations and maintenance expenses decreased
$25.5 million in the first six months of 1996 compared with the
1995 period due to decreases in the amortization of previously
deferred Enlightened Energy program costs, reflecting lower
program cost deferrals, and production expenses (principally due
to the Indian Point Unit 2 refueling and maintenance outage in
the 1995 period -- there was no such outage in the 1996 period),
offset in part by higher distribution and transmission expenses.

             Depreciation and amortization increased $29.4
million due principally to higher plant balances and an
additional provision for depreciation expense of $13.9 million
corresponding to the amount of the gain on the refunding of
preferred stock discussed above.


                        - 26 -

            Taxes, other than federal income tax, increased $55.5
million in the first six months of 1996 compared with the 1995
period due primarily to increased property taxes ($37.4 million)
and revenue taxes ($16.4 million).

          Federal income tax decreased $9.1 million in the first
six months of 1996 compared with the 1995 period, principally due
to lower pre-tax income.


Twelve Months Ended June 30, 1996 Compared with
Twelve Months Ended June 30, 1995

            Net revenues (operating revenues less fuel, purchased
power and gas purchased for resale) increased $2.8 million in the
12 months ended June 30, 1996 compared with the 1995 period.
Electric net revenues decreased $65.5 million and gas and steam
net revenues increased $33.9 million and $34.4 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, partially offset by
revenue reductions under the 1995 electric rate agreement to
reflect a generally lower level of operation expenses. 

            Under the modified ERAM, net electric revenues for
the 12 months ended June 30, 1996 were reduced for a credit due
customers of $63.4 million, net of $33.5 million earned under the
RPC mechanism, reflecting higher net revenues than the forecast
level, compared with a credit due customers of $13.1 million in
the 1995 period. 

            Net electric revenues for the 12 months ended June
30, 1996 include $47.7 million, compared with $86.1 million for
the 1995 period, for incentives earned under the provisions of
the rate agreements.

            Electric sales, excluding off-system sales, for the
12 months ended June 30, 1996 compared with the 12 months ended
June 30, 1995 were:
                                    Millions of Kwhrs.
                               Twelve Months  Twelve Months
                                Ended           Ended                  Percent
    Description             June 30, 1996   June 30, 1995   Variation  Variation 
                                                              
Residential/Religious            11,108          10,586        522        4.9%
Commercial/Industrial            25,824          25,335        489        1.9%
Other                               625             605         20        3.3%
Total Con Edison Customers       37,557          36,526      1,031        2.8%
NYPA, Municipal Agency
 and Other Delivery Service       9,483           9,197        286        3.1%
Total Service Area               47,040          45,723      1,317        2.9%


                        - 27 -

            Off-system electricity sales increased to 3,987
millions of Kwhrs in the 1996 period compared with 3,374 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 gas and steam unit
costs of fuel.

            For the 12 months ended June 30, 1996, firm gas sales
volume increased 13.4 percent and steam sales volume increased
12.2 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 12 months ended June 30, 1996
increased 1.6 percent. Similarly adjusted, firm gas sales volume
increased 2.9 percent and steam sales volume decreased 0.1
percent.

            Electric fuel costs increased $15.2 million in the
1996 period due to higher sendout; steam fuel costs increased
$48.7 million due to higher sendout and higher unit cost of fuel.
Purchased power costs increased in the 1996 period by $215.6
million over the 1995 period reflecting increased purchases under
IPP contracts and the relatively high cost that the Company is
required to pay under its IPP contracts. Gas purchased for resale
increased $121.2 million, reflecting higher sendout and higher
unit cost of fuel.  

            Other operations and maintenance expenses decreased
$34.9 million in the 12 months ended June 30, 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. 

            Depreciation and amortization increased $48.0 million
in the 1996 period due principally to higher plant balances and
an additional provision for depreciation expense of $13.9 million
corresponding to the amount of the gain on the refunding of
preferred stock. 


                        - 28 -

            Taxes, other than federal income tax, increased $74.0 
million in the 12 months ended June 30, 1996 compared with the
1995 period due primarily to increased property taxes ($54.1
million) and revenue taxes ($19.1 million).

            Federal income tax decreased $45.5 million for the 12
months ended June 30, 1996 compared with the 1995 period due
principally to lower pre-tax income.

            Other income less miscellaneous deductions increased
$5.7 million for the 12-month period due primarily to increases
in investment income. 

            Interest on long-term debt for the 12-month period
increased $9.6 million principally as a result of the issuance of
new debt.



                         - 29 -

                         PART II. - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

ASTORIA SITE

     Reference is made to the information under the caption
"SUPERFUND - Astoria Site" in Part I, Item 3, Legal Proceedings
in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995.

     While the Company's site investigation is ongoing, a portion
has been completed and reports thereon submitted to the DEC and
the New York State Department of Health for determination of the
remediation action, if any, that may be required.  Depending on
the remediation required, the costs could be material.

NUCLEAR FUEL DISPOSAL

     Reference is made to the information under the caption
"NUCLEAR FUEL DISPOSAL" in Part I, Item 3, Legal Proceedings and
Part I, Item 7, Management's Discussion and Analysis in the
Company's Annual Report on Form 10-K for the year ended December
31, 1995.

     On July 23, 1996, the United States Court of Appeals for the
District of Columbia held that the DOE has an obligation
"reciprocal to the utilities' obligation to pay, to start
disposing of the [spent nuclear fuel] no later than January 31,
1998." Noting that it was premature to determine the appropriate
remedy, the Court remanded for further proceedings consistent
with its opinion.

RATE PROCEEDINGS

     Reference is made to the information under the captions
"REGULATION AND RATES" in Part I, Item 1, Business, "RATE
PROCEEDINGS" in Part I, Item 3, Legal Proceedings and "LIQUIDITY
AND CAPITAL RESOURCES - 1992 Electric Rate Agreement, 1995
Electric Rate Agreement, Gas and Steam Rate Agreements, and
Competition" in Part I, Item 7, Management's Discussion and
Analysis in the Company's Annual Report on Form 10-K for the year
ended December 31, 1995 and the information under the captions
"LIQUIDITY AND CAPITAL RESOURCES - 1995 Electric Rate Agreement,
Gas and Steam Rate Increases, and Competition - New York State
Initiative" in Part I, Item 2, Management's Discussion and
Analysis in this Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1996.




                         - 30 -

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     (a)  At the Annual Meeting of Stockholders of the Company
held on May 20, 1996, the stockholders of the Company voted to
elect management's nominees for the Board of Trustees, to ratify
and approve the appointment of the Company's independent
accountants, to ratify and approve the Consolidated Edison
Company of New York, Inc. 1996 Stock Option Plan, and not to
adopt two stockholder proposals.

     (b)  The name of each nominee for election and the number of
shares voted for or with respect to which authority to vote for
was withheld are as follows:

                                 For                  Withheld
E. Virgil Conway             178,828,684             3,462,256
Gordon J. Davis              176,657,841             5,633,099
Ruth M. Davis                177,887,886             4,403,054
Ellen V. Futter              178,823,049             3,467,891
Arthur Hauspurg              177,036,065             5,254,875
Sally Hernandez-Pinero       178,562,104             3,728,836
Peter W. Likins              178,981,906             3,309,034
Raymond J. McCann            178,767,485             3,523,455
Eugene R. McGrath            178,720,904             3,570,036
Donald K. Ross               178,420,604             3,870,336
Robert G. Schwartz           178,784,747             3,506,193
Richard A. Voell             178,963,441             3,327,499
Myles V. Whalen, Jr.         178,634,603             3,656,337

     (c)  The results of the vote on the appointment of Price
Waterhouse as independent accountants for the Company for 1996
were as follows: 179,150,988 shares were voted for this proposal;
1,445,323 shares were voted against the proposal; and 1,694,629
shares were abstentions.

     (d)  The results of the vote on the Consolidated Edison
Company of New York, Inc. 1996 Stock Option Plan were as follows:
164,351,159 shares were voted for this proposal; 13,376,383
shares were voted against the proposal; and 4,563,398 shares were
abstentions.


                         - 31 -
     (e)  The following stockholder-proposed resolution was voted
upon at the Annual Meeting:

          "RESOLVED: That the stockholders of Consolidated
          Edison Company of New York, Inc., assembled in
          annual meeting in person and by proxy, hereby
          request the Board of Directors to take the steps
          necessary to provide for cumulative voting in the
          election of directors, which means each stockholder
          shall be entitled to as many votes as shall equal
          the number of shares he or she owns multiplied by
          the number of directors to be elected, and he or
          she may cast all of such votes for a single
          candidate, or any two or more of them as he or
          she may see fit."

The results of the vote on this proposal were as follows:
34,951,375 shares were voted for this proposal; 113,046,256
shares were voted against the proposal; 5,925,274 shares were
abstentions; and 28,368,035 shares were broker nonvotes.

     (f)  The following stockholder-proposed resolution was voted
upon at the Annual Meeting:

          "RESOLVED: That the shareholders recommend that
          the Board take the necessary step that Con Edison
          specifically identify by name and corporate title
          in all future proxy statements those executive
          officers, not otherwise so identified, who are
          contractually entitled to receive in excess of
          $100,000 annually as base salary, together with
          whatever other additional compensation bonuses
          and other cash payments were due them."

The results of the vote on this proposal were as follows:
18,294,485 shares were voted for this proposal; 129,324,360
shares were voted against the proposal; 6,303,058 shares were
abstentions; and 28,369,037 shares were broker nonvotes.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      EXHIBITS

Exhibit 3.1    By-laws of the Company, effective as of May 20,
               1996. (Incorporated by reference to Exhibit 3.2.3
               to the Company's Annual Report on Form 10-K for
               the year ended December 31, 1995, in Commission
               File No. 1-1217.)

Exhibit 3.2    Resolution adopted June 25, 1996 by the Board of
               Trustees of the Company amending the Company's
               By-Laws.

                         - 32 -

Exhibit 3.3    By-laws of the Company, effective as of September
               1, 1996.

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 10.1   Consolidated Edison Company of New York, Inc. 1996 
               Stock Option Plan. (Incorporated by reference to
               Exhibit 10.47 to the Company's Annual Report on
               Form 10-K for the year ended December 31, 1995, in
               Commission File No. 1-1217.)

Exhibit 10.2   Amendment, dated July 23, 1996, to Employment
               Contract, dated May 22, 1990, between the
               Company and Eugene R. McGrath.

Exhibit 12     Statement of computation of ratio of earnings to
               fixed charges for the twelve-month periods ended
               June 30, 1996 and 1995.

Exhibit 27     Financial Data Schedule.  (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 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.  The Company filed
no other Current Reports on Form 8-K during the quarter ended
June 30, 1996.


                         - 33 -



                            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:   August 5, 1996        Joan S. Freilich
                              Joan S. Freilich
                              Senior Vice President,
                              Chief Financial Officer and
                              Duly Authorized Officer




DATE:   August 5, 1996        John F. Cioffi
                              John F. Cioffi
                              Vice President, Controller and
                              Chief Accounting Officer





                      INDEX TO EXHIBITS
                                                  SEQUENTIAL PAGE
EXHIBIT                                           NUMBER AT WHICH
  NO.                    DESCRIPTION              EXHIBIT BEGINS

3.1    By-laws of the Company, effective as of May 20,
       1996. (Incorporated by reference to Exhibit 3.2.3
       to the Company's Annual Report on Form 10-K for
       the year ended December 31, 1995, in Commission
       File No. 1-1217.)

3.2    Resolution adopted June 25, 1996 by the Board of
       Trustees of the Company amending the Company's
       By-Laws.

3.3    By-laws of the Company, effective as of September
       1, 1996.

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.)

10.1   Consolidated Edison Company of New York, Inc. 1996
       Stock Option Plan. (Incorporated by reference to
       Exhibit 10.47 to the Company's Annual Report on
       Form 10-K for the year ended December 31, 1995, in
       Commission File No. 1-1217.)

10.2   Amendment, dated July 23, 1996, to Employment
       Contract, dated May 22, 1990, between the
       Company and Eugene R. McGrath.

12     Statement of computation of ratio of earnings to
       fixed charges for the twelve-month periods ended
       June 30, 1996 and 1995.

27     Financial Data Schedule.  (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.)