SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                -------------------


                                    Form 8-K

                                 Current Report

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


                          Date of Report: June 17, 1997


                   CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
                 (Exact name of registrant as specified in charter)



                           New York 1-1217 13-5009340
                     (State of (Commission (I.R.S. Employer
                    incorporation) File Number) Identification No.)



                       4 Irving Place, New York, NY 10003
                    (Address of principal executive offices)


                   Registrant's telephone number: (212) 460-4600












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                    INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 5.  OTHER EVENTS

      In March  1997,  the  Company  and the staff of the New York State  Public
Service  Commission  (the  "PSC")  entered  into  a  settlement  agreement  (the
"Settlement  Agreement")  with  respect to the PSC's  Competitive  Opportunities
proceeding.  The  Settlement  Agreement is subject to PSC approval.  For details
concerning  the  Settlement  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, 1996 and in Item 2 of Part 1 of the Company's  Quarterly
Report on Form 10-Q for the  quarterly  period ended March 31,  1997,  under the
heading "Liquidity and Capital Resources - PSC Settlement Agreement."

      Consistent  with a PSC order,  the material  provisions of the  Settlement
Agreement's rate plan are being given effect for financial  statement  purposes,
effective April 1, 1997, subject to PSC approval of the Settlement Agreement.

      In May 1997,  the PSC issued a Notice to the Parties  indicating  that the
PSC had  determined  to provide for a  recommended  decision  on the  Settlement
Agreement by an administrative  law judge ("ALJ") and for a period of comment on
the recommended decision by parties to the Competitive Opportunities proceeding.
The Chairman of the PSC indicated that, as a result of this determination, it is
anticipated that the Settlement Agreement will come to the PSC for consideration
in August or September. No date has been announced for the issuance of the ALJ's
decision, but the Company believes that it will be issued shortly.

      On June 17, 1997, the Company entered into an underwriting  agreement with
Goldman,  Sachs & Co. for the sale of $150 million aggregate principal amount of
the Company's Floating Rate Debentures,  Series 1997 A (the  "Debentures").  The
Debentures  were  registered  under  the  Securities  Act of  1933  pursuant  to
Registration  Statements on Form S-3 (No.  333-26555,  declared effective May 9,
1997, and No. 33-64657,  declared  effective  December 8, 1995) relating to $940
million aggregate  principal amount of unsecured debt securities of the Company,
of which $465 million have been sold in previous offerings of debt securities.

      Copies  of the  underwriting  agreement  and  the  definitive  form of the
Debentures are filed as exhibits to this report.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits

      1   Underwriting Agreement relating to the Debentures.

      4   Form of Debenture.






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                                    SIGNATURE





      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 hereunto duly authorized.

                                    CONSOLIDATED EDISON COMPANY
                                    OF NEW YORK, INC.



                                    By:   Hyman Schoenblum
                                          Hyman Schoenblum
                                          Vice President and Treasurer



DATE:  June 17, 1997







                                       - 4 -


                                Index to Exhibits

                                                      Sequential Page
                                                      Number at which
Exhibit                 Description                   Exhibit Begins

   1              Underwriting Agreement relating
                  to Debentures


   4              Form of Debenture.