SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549


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                                     Form 8-K

                                  CURRENT REPORT



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



                           Date of Report: May 10, 1998






Commission        Exact name of registrant as specified in its charter    State of         I.R.S. Employer
File Number       and principal office address and telephone number       Incorporation    ID. Number
                                                                                  

1-4514            Consolidated Edison, Inc.                               New York         13-3965100
                  4 Irving Place, New York, New York 10003
                  (212) 460-3900


 1-1217           Consolidated Edison Company
                  of New York, Inc.                                       New York         13-5009340
                  4 Irving Place, New York, New York 10003
                  (212) 460-4600








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                     INFORMATION TO BE INCLUDED IN THE REPORT



ITEM 5.  OTHER EVENTS


On May 10, 1998,  Consolidated  Edison,  Inc.  ("CEI"),  the holding company for
Consolidated Edison Company of New York, Inc. ("Con Edison"),  agreed to acquire
Orange and Rockland  Utilities,  Inc.  ("O&R") for cash at a price of $58.50 per
share of O&R common stock  (approximately $790 million in aggregate) pursuant to
an Agreement and Plan of Merger,  a copy of which is filed as an exhibit to this
report.  The acquisition is to be accomplished  through the merger of O&R into C
Acquisition  Corp.,  a CEI  subsidiary.  The  transaction  is subject to certain
conditions,  including the approval of the holders of O&R's common stock and the
approval of the New York, New Jersey and Pennsylvania  utility  regulators,  the
Federal Energy Regulatory Commission and the Securities and Exchange Commission.
The transaction is not subject to the approval of CEI's shareholders.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)   Exhibits

      10    Agreement and Plan of Merger,  dated May 10, 1998, by and among O&R,
            CEI and C Acquisition Corp.







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                                     SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of 1934,  each
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                            CONSOLIDATED EDISON, INC.

                            CONSOLIDATED EDISON COMPANY
                                OF NEW YORK, INC.


                                          By:   __________________
                                                Hyman Schoenblum
                                                Vice President and Controller



DATE:  May 13, 1998