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: January 29, 1998 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 - 2 - INFORMATION TO BE INCLUDED IN THE REPORT ITEM 5. OTHER EVENTS On January 29, 1998, the Company entered into (i) an underwriting agreement with Salomon Brothers Inc for the sale of $180 million aggregate principal amount of the Company's 6 1/4% Debentures, Series 1998 A (the "1998 A Debentures") and (ii) an underwriting agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated for the sale of $105 million aggregate principal amount of the Company's 7.10% Debentures, Series 1998 B (the "1998 B Debentures" together with the 1998 A Debentures, the "Debentures"). The Debentures were registered under the Securities Act of 1933 pursuant to a Registration Statement on Form S-3 (No.333-39603, declared effective November 7, 1997) relating to $330 million aggregate principal amount of unsecured debt securities of the Company, of which $5 million has been sold in a previous offering of debt securities. Copies of the underwriting agreement and the definitive form of the Debentures are filed as exhibits to this report. It is expected that the net proceeds to be received by the Company from the sale of the Debentures, along with other funds of the Company, will be applied to redeem $100,885,000 aggregate principal amount of 7 1/8% Electric Facilities Revenue Bonds, Series 1987 A (due March 15, 2022) that the Company issued through New York State Energy Research and Development Authority; $75 million aggregate principal amount of the Company's 7 3/8% Debentures, Series 1992 E (due September 1, 2005) and $100 million aggregate principal amount of the Company's 8.05% Debentures, Series 1992 F (due December 15, 2027). ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits See Index to Exhibits. - 3 - 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: Robert P. Stelben Robert P. Stelben Vice President and Treasurer DATE: January 29, 1998 - 4 - Index to Exhibits Sequential Page Number at which Exhibit Description Exhibit Begins 1.1 Underwriting Agreement relating to Series 1998 A Debentures. 1.2 Underwriting Agreement relating to Series 1998 B Debentures. 4.1 Form of Series 1998 A Debenture. 4.2 Form of Series 1998 B Debenture.