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                                                                  Exhibit 99.3.2

   Certification Required Under Section 906 of the Sarbanes-Oxley Act of 2002

I, Edward J. Rasmussen, the Chief Financial Officer of Orange and Rockland
Utilities, Inc. (the "Company") certify that the Company's Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 2002, which this
statement accompanies, (the "Form 10-Q") fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.
78m or 78o(d)) and that the information contained in the Form 10-Q fairly
presents, in all material respects, the financial condition and results of
operations of the Company.

                                            /s/ Edward J. Rasmussen
                                            Edward J. Rasmussen


Dated: August 12, 2002