March 21, 1995


Ms. Nancy M. Jakobs
79 Burda Avenue
New City, New York 10956

Dear Nancy:

I am pleased to present Orange and Rockland's offer of employment to
you for the position of Vice President - Human Resources effective
April 3, 1995.  The general details are as follows:

Position:  Vice President - Human Resources reporting to the Vice
Chairman and Chief Executive Officer.

Base Salary:  $130,000 per year.

Incentive Compensation:  Participation in the Orange and Rockland
Utilities, Inc. annual and long term Incentive Compensation Programs. 
For 1995, participation will be prorated for the period you are
employed at Orange Rockland.

Vacation:  Four weeks per year upon employment; five weeks after seven
years.

Insurance:  Eligibility for all insurance programs such as medical,
dental, vision and prescription drugs, and any other benefits afforded
to management employees per plan provisions.  Eligibility will begin
on the first of the month after hire.

Sick Leave:  Per Company policy, with immediate participation of 10
days for 1995 recognizing industry standards and taking into account
your seniority and experience as of date of hire.

Severance:  Participation in the Company's Severance Policy with the
exception that upon termination by the Company for its convenience
other than for cause, the benefit level will be set at the maximum of 
52 weeks.

Management Savings Plan:  Eligible for participation after one
calendar year of employment, per plan provisions.
Ms. Nancy M. Jakobs
March 21, 1995
Page - 2 -




Supplemental Executive Retirement Plan:  Per Company policy.

Employees' Retirement Plan of Orange and Rockland Utilities, Inc.: 
Eligible for participation per plan provisions.

Long Term Disability (LTD) Plan:  Participation in the Executive Group
LTD plan which has a three month waiting period, benefit formula of 66
2/3% of your base salary and short term incentive target, and a
maximum benefit amount of $15,000 per month.

Indemnification:  Per Company policy.

D&O Insurance:  Per Company policy.

Your election as an Officer of the Company will occur at the April 6, 
1995 Board of Directors meeting.
          
Nancy, on behalf of the entire Board and management team - Welcome! 
I'm especially glad that you are joining O&R and I look forward to
working with you in the near future.




                                                Sincerely,




                                                D. Louis Peoples
                              


Agreed:___Nancy_M._Jakobs____

Date:__March_22,_1995________                          

      



                                                   
dlp/dmg
jakobs.doc