Exhibit 99.2



REPORT OF INDEPENDENT ACCOUNTANTS

TO THE STOCKHOLDERS AND BOARD OF DIRECTORS OF CONSOLIDATION EDISON, INC.:

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income and comprehensive income, of retained
earnings, of capitalization and of cash flows present fairly, in all material
respects, the financial position of Consolidated Edison, Inc. and its
subsidiaries at December 31, 2001 and December 31, 2000, and the results of
their operations and their cash flows for each of the three years in the
period ended December 31, 2001 in conformity with accounting principles
generally accepted in the United States of America included in Exhibit 99.1
of this Form 8-K.  These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits.  We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.



PricewaterhouseCoopers LLP
New York, NY
February 21, 2002