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












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                    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.






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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:   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.