EXHIBIT 99.2 TO FORM 8-K REPORT



                        Report of Independent Accountants


To the Stockholders and Board of Directors of Consolidated Edison, Inc.:

In our opinion,  the  consolidated  balance  sheet and the related  consolidated
statements of income, of retained earnings, of capitalization, and of cash flows
included in Exhibit 99.1 of this Current Report on Form 8-K presents fairly,  in
all material respects,  the financial position of Consolidated  Edison, Inc. and
its subsidiaries  (the "Company") at December 31, 1999 and 1998, and the results
of their  operations  and their  cash  flows for each of the three  years in the
period  ended  December  31,  1999  in  conformity  with  accounting  principles
generally  accepted in the United  States.  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,  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 the opinion expressed above.



PricewaterhouseCoopers  LLP
New York, NY

February 17, 2000