MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

    This  discussion  and  analysis  relates  to the  accompanying  consolidated
financial  statements of  Consolidated  Edison,  Inc. (Con Edison) and should be
read in conjunction  with the  consolidated  financial  statements and the notes
thereto.

CON EDISON'S BUSINESS

    Con Edison is a holding company that provides a wide range of energy-related
services to its customers  through its regulated and  unregulated  subsidiaries.
Con  Edison's  core  business  is energy  distribution  and it is also  pursuing
related growth opportunities in competitive businesses.

    Con Edison's  principal  subsidiary is  Consolidated  Edison  Company of New
York, Inc. (Con Edison of New York), a regulated utility which provides electric
service  to over  three  million  customers  and gas  service  to over a million
customers  in New York  City and  Westchester  County.  It also  provides  steam
service in parts of Manhattan.

    Orange  and  Rockland  Utilities,  Inc.  (O&R) is also a  regulated  utility
subsidiary of Con Edison.  O&R, along with its regulated  utility  subsidiaries,
provides  electric  service to over  275,000  customers  and gas service to over
100,000  customers  in  southeastern  New York and in  adjacent  sections of New
Jersey and northeastern Pennsylvania.

    In  October  1999,  Con  Edison  agreed  to  acquire   Northeast   Utilities
(Northeast),  which, through its three regulated utility subsidiaries,  provides
electric service to over 1.7 million customers in Connecticut, New Hampshire and
western  Massachusetts  and,  following  completion of its acquisition of Yankee
Energy  System,  Inc.,  will  provide gas service to over  185,000  customers in
Connecticut.

SIGNIFICANT DEVELOPMENTS

    Several  significant  developments in 1999 materially  affected Con Edison's
financial condition and results of operations. In July 1999 Con Edison completed
its $791.5 million  acquisition of O&R. See Note K to the financial  statements.
In June and August 1999,  Con Edison of New York  completed  the sales of almost
6,300 Megawatts (MW) of its approximately 8,300 MW electric generating capacity,
for a total of $1.8  billion.  See Note I to the  financial  statements.  During
1999, Con Edison substantially  completed its $1 billion common stock repurchase
program. See "Liquidity and Capital Resources--Stock Repurchases," below.

    Significant developments are also expected in 2000, including the completion
of the  acquisition  of Northeast for an estimated  aggregate  price of not more
than $3.8 billion and additional  purchases of common stock under a $300 million
expansion   of   the   repurchase   program.    See   "Liquidity   and   Capital
Resources--Northeast Utilities Merger and Stock Repurchases," below. The company
has also  announced that it will conduct an auction for the possible sale of the
Indian Point 2 nuclear generating unit. See "Nuclear Generation," below.

LIQUIDITY AND CAPITAL RESOURCES

CASH AND SHORT-TERM BORROWING

    Cash and temporary  cash  investments  and commercial  paper  outstanding at
December 31, 1999 and 1998 were:



                                                                 1999          1998
                                                               --------      --------
                                                                (MILLION OF DOLLARS)
                                                                       
Cash and temporary cash investments......................       $485.1        $102.3
Commercial paper.........................................       $495.4            --


                                       1


    The  1999  amounts  reflect   short-term   borrowing  in  December  1999  in
anticipation of January 2000 cash  requirements.  Con Edison's cash requirements
are subject to substantial  fluctuations due to seasonal variations in cash flow
and generally peak in January and July of each year when semi-annual payments of
New York City property taxes are due.

    Con Edison's  average daily  commercial  paper  outstanding in 1999 was $125
million  compared to $35 million in 1998. The weighted average interest rate was
approximately 5.0 percent in 1999 compared to approximately 5.6 percent in 1998.
The  increased   commercial  paper  issuance  during  1999  reflects   temporary
short-term  borrowing to complete the O&R acquisition and to continue the common
stock repurchase program.  This borrowing was repaid with cash proceeds from the
generation divestiture.  The increased borrowing also reflects Con Edison's plan
to  maintain  commercial  paper as a  cost-effective  component  of its  capital
structure.

    For additional information about Con Edison's commercial paper programs, see
Note C to the financial statements.

CASH FLOWS FROM OPERATIONS

    Net cash flows from operating activities for years 1997 through 1999 were as
follows:



                                                        1999       1998       1997
                                                      --------   --------   --------
                                                          (MILLIONS OF DOLLARS)
                                                                   
Net cash flows from operating activities............   $1,205     $1,390     $1,286
Common stock dividends..............................     (477)      (493)      (494)
                                                       ------     ------     ------
Net cash flows......................................   $  728     $  897     $  792


    Net cash flows from operations in 1999 were lower than in 1998 due to higher
capacity charges and other cash flow effects of the generation divestiture.  Net
cash flows in 1998 were higher than in 1997 due  principally to higher  electric
sales  revenue from warmer than normal  summer  weather and an improved New York
City economy.

    Customer accounts  receivable,  less allowance for  uncollectible  accounts,
increased at December 31, 1999 compared to December 31, 1998,  primarily because
of Con  Edison's  acquisition  of  O&R  and  increased  sales  by  Con  Edison's
unregulated subsidiaries.  See "Unregulated Subsidiaries," below. For Con Edison
of New York, the  equivalent  number of days of revenue  outstanding  (ENDRO) of
customer accounts  receivable was 28.8 days at December 31, 1999,  compared with
28.0 days at December 31, 1998. For O&R, the ENDRO was 40.4 days at December 31,
1999.

    Net utility  plant  decreased at December 31, 1999  compared to December 31,
1998 reflecting the net effect of generation  divestiture and the acquisition of
O&R.  Accounts  payable was higher at December  31,  1999  primarily  because of
increased purchased power billings and the acquisition of O&R. Other receivables
were higher at December 31, 1999  primarily  because of the  acquisition of O&R.
Materials  and supplies  decreased at December 31, 1999  reflecting  the sale of
inventory along with the generating plants.

    Prepayments  at December  31,  1999  reflect  cumulative  credits to pension
expense of $116.0  million  compared  with $62.0  million at December  31, 1998,
resulting  primarily from the amortization of past investment  gains. See Note D
to the financial statements.

    For information about regulatory  assets and liabilities,  see Note J to the
financial statements.

CAPITAL RESOURCES

    Con Edison expects to finance its operations,  capital  requirements  (other
than those relating to its pending  acquisition of Northeast) and the payment of
dividends to its shareholders primarily from

                                       2


dividends and other  distributions it receives from its subsidiaries and through
external   borrowings,   including   commercial  paper.  For  information  about
restrictions  on the payment of dividends by Con Edison of New York,  see Note B
to  the  financial  statements.  For  information  about  Con  Edison's  capital
requirements  relating to its pending  acquisition of Northeast,  see "Northeast
Utilities Merger," below.

    In February 2000 Con Edison of New York and O&R requested the New York State
Public Service Commission (PSC) to authorize additional long-term debt issuances
of up to $1.5 billion and $150 million, respectively, prior to 2003. The PSC has
already  authorized Con Edison of New York to issue securities for the refunding
of its outstanding  debt and preferred stock from time to time prior to the year
2003. O&R has requested  similar  authorization  to refund its outstanding  debt
securities.

    Con Edison's ratio of earnings to fixed charges for 1999,  1998 and 1997 and
common equity ratio at December 31, 1999, 1998 and 1997 were:



                                                              1999       1998       1997
                                                            --------   --------   --------
                                                                         
Earnings to fixed charges (SEC basis).....................    4.04       4.29       4.09
Common equity.............................................    53.1       58.4       56.8


    The changes in interest  coverage in these years reflect  changes in pre-tax
income and changes in interest charges due to debt issuances and refundings. The
decrease  in the equity  ratio for 1999  reflects  the $1 billion  common  stock
repurchase program and debt issuances. Con Edison expects that these ratios will
decrease in 2000 when it expects to complete the  acquisition  of Northeast  and
continue to repurchase  its common  stock.  Con Edison's  interest  coverage and
equity ratio are currently among the highest in the industry.

    Con Edison of New York issued $275  million  aggregate  principal  amount of
40-year  7.35%  debentures  in June 1999 and $200  million  aggregate  principal
amount of 10-year 7.15%  debentures in December 1999. In addition,  it repaid at
maturity $150 million of floating  rate taxable  debentures in July 1999 and $75
million of 7-year 6.5 percent debentures in September 1999.

    Con Edison of New York  issued  $292.7  million of 35-year  adjustable  rate
tax-exempt  debt in July 1999,  the  proceeds of which,  along with other funds,
were used in August 1999 to redeem $150  million of 7 1/4 percent  Series 1989 C
tax-exempt debt and $150 million of 7 1/2 percent Series 1990 A tax-exempt debt.
In 1998, it issued $385 million of debentures  with interest  rates ranging from
6.15 to 7.10 percent to refund  debentures  and  tax-exempt  debt with  interest
rates ranging from 7 1/8 to 8.05 percent and $75 million of 30-year 6.90 percent
debentures to redeem three series of preferred stock.

    The commercial paper of Con Edison and its utility subsidiaries is rated P-1
and A-1,  respectively,  by Moody's Investor Service  (Moody's) and Standard and
Poor's Rating Group (S&P). S&P has assigned an issuer rating of A to Con Edison,
which has not yet issued any  long-term  debt.  The  debentures  of Con Edison's
utility subsidiaries are rated A1 and A+, respectively,  by Moody's and S&P. The
rating  agencies are reviewing  these  ratings in light of Con Edison's  pending
acquisition of Northeast.

                                       3


CAPITAL REQUIREMENTS

    The following table compares Con Edison's capital  requirements,  other than
requirements   relating  to  its  stock   repurchases   and  pending   Northeast
acquisition,  for the years 1997 through 1999 and estimated amounts for 2000 and
2001:



                                                           2001       2000       1999       1998       1997
                                                         --------   --------   --------   --------   --------
                                                                        (MILLIONS OF DOLLARS)
                                                                                      
Utility construction expenditures......................   $  908     $  829     $  678      $619       $654
Investment in unregulated subsidiaries.................      293        221        165        56         86
Nuclear decommissioning trust..........................       21         21         21        21         21
Nuclear fuel...........................................       47         28         17         7         15
Retirement of long-term debt at maturity...............      300        395        525       200        106
                                                          ------     ------     ------      ----       ----
    Total..............................................   $1,569     $1,494     $1,406      $903       $882


     The increased  utility  construction  expenditures in 2000 and 2001 reflect
expenditures  to  repower  Con Edison of New  York's  East River  steam-electric
generating   plant,   expenditures   related  to  meeting  load  growth  on  the
distribution  system and the  construction  programs of O&R. The repowering will
provide additional, more efficient and lower-cost steam capacity, and will allow
for the retirement and sale of the Waterside generating station. See "Regulatory
Matters--Steam," below.

     The  increased  investment  in  unregulated  subsidiaries  in 2000 and 2001
reflects  plans to invest in electric  generation  and  telecommunications.  See
"Unregulated Subsidiaries," below.

STOCK REPURCHASES

    During 1999 18.7 million shares of Con Edison common stock were  repurchased
at an  average  price of $43.82 per  share,  and a total cost of $819.7  million
under the previously  announced $1 billion repurchase program.  Through December
31, 1999, a total of 21.4 million shares were purchased  under the program at an
average price of $44.03 per share, and a total cost of $940.5 million.

    In January 2000 Con Edison  announced the expansion of its stock  repurchase
program by an additional $300 million. Con Edison expects that purchases will be
made from time to time on the open market,  as determined  by market  conditions
and Con Edison's other financial needs.

    Con Edison  purchased  432,400  shares of its common  stock (at an aggregate
cost of  approximately  $19.8  million)  in  April  and May  1999 to be used for
exercises of options  under its 1996 Stock  Option  Plan.  At December 31, 1999,
approximately  318,960 of these  shares  remained  available  for future  option
exercises.  Shares of Con Edison  common stock to be issued upon the exercise of
options may be either purchased on the market or newly issued shares. See Note M
to the financial statements.

NORTHEAST UTILITIES MERGER

    In October  1999 Con Edison  agreed to acquire  Northeast  Utilities  for an
estimated  aggregate  purchase  price of not more than $3.8 billion,  payable 50
percent  in cash and 50  percent  in  common  stock  (subject  to  election  and
proration  procedures).  Con  Edison  expects  that,  following  receipt  of all
required  shareholder and regulatory  approvals,  it will complete the merger in
2000.

    In January 2000 Con Edison and Northeast  submitted  filings relating to the
merger with the  relevant  federal  and state  agencies,  including  the Federal
Energy Regulatory  Commission (FERC),  Securities and Exchange Commission (SEC),
Department of Justice and Nuclear Regulatory  Commission (NRC).

    Con Edison has not yet entered into any agreements or made any  arrangements
with respect to  financing  the cash  portion of the merger  consideration.  Con
Edison expects to meet this need with a combination of cash on hand and issuance
of  long-term  or  short-term  debt,  and  does not  expect  to  experience  any
difficulty in obtaining the requisite  financing.  See "Financial Market Risks,"
below.

                                       4


    For  additional  information  about the  merger,  see  "Northeast  Utilities
Merger" which precedes Note A in the footnotes to the financial statements.

UNREGULATED SUBSIDIARIES

    Con Edison's  unregulated  subsidiaries provide competitive gas and electric
supply and energy-related  products and services (Con Edison Solutions);  invest
in and manage energy  infrastructure  projects (Con Edison Development);  market
specialized  energy supply services to wholesale  customers (Con Edison Energy);
and invest in  telecommunications  infrastructure  (Con Edison  Communications).
These subsidiaries operate primarily in the New England and Mid-Atlantic states.

    Con Edison's investment in these subsidiaries was $284.4 million at
December 31, 1999. See "Capital Requirements," above.

    Northeast also has unregulated subsidiaries that provide telecommunications,
energy management and marketing and other energy related services.

    The unregulated  subsidiaries  participate in new unregulated  energy supply
and services businesses that are subject to competition and different investment
risks  than  those  involved  in  the   businesses  of  the  regulated   utility
subsidiaries.

REGULATORY MATTERS

    Federal and state  initiatives have resulted in a fundamental  restructuring
of Con Edison and the rest of the utility  industry by promoting the development
of competition in the sale of electricity and gas. These initiatives "unbundle,"
or separate,  the  integrated  supply and delivery  services that utilities have
traditionally provided, and enable customers to purchase electric and gas supply
from others for delivery by the utilities over their electric and gas systems.

ELECTRIC

    In 1996 the FERC issued its Order 888 requiring  electric  utilities to make
their  transmission  facilities  available  to  wholesale  sellers and buyers of
electric energy and allow utilities to recover related legitimate and verifiable
stranded costs subject to FERC's  jurisdiction.  In November 1999 following FERC
approval,  the New  York  State  Independent  System  Operator  (ISO)  commenced
operations  and began  controlling  and  operating  most  electric  transmission
facilities  in  New  York  as  an  integrated   system.   Con  Edison's  utility
subsidiaries continue to own and maintain,  but not operate,  their transmission
facilities and receive fees for use of the facilities.

    In 1996 the PSC, in its  Competitive  Opportunities  proceeding,  endorsed a
fundamental  restructuring  of the electric  utility industry in New York State,
based on  competition  in the  generation  and  energy  services  sectors of the
industry.

    In September  1997 the PSC approved a  restructuring  agreement  between Con
Edison of New York, the PSC staff and certain other parties.  The  restructuring
agreement provides for:

    - cumulative rate reductions of approximately $1 billion;

    - "retail choice" for all electric customers;

    - the divestiture of electric generation capacity; and

    - a reasonable opportunity for recovery of "strandable costs."

    Con Edison of New York  reduced  electric  rates by $129 million in 1998 and
$80 million in April 1999 as part of the restructuring agreement's rate plan.

                                       5


    Under this plan,  the revenues that the company  receives over the five-year
transition period ending in March 2002 are reduced by $1 billion from the amount
that would have been received had the March 1997 rate levels remained in effect.
Additional  rate reductions of  approximately  $103 million and $209 million are
scheduled to take effect in April 2000 and 2001, respectively.

    At December 31, 1999,  approximately 70,000 Con Edison of New York customers
representing  approximately  20  percent  of the  aggregate  customer  load were
purchasing  electricity  from other  suppliers  under the electric Retail Choice
program.  In February  2000 the PSC issued an order  requiring Con Edison of New
York to make available the program to all of its electric  customers by November
2000.  Con Edison of New York delivers  electricity to customers in this program
through its regulated  transmission and  distribution  system.  In general,  Con
Edison of New York's delivery rates for Retail Choice customers are equal to the
rates applicable to other  comparable Con Edison of New York customers,  less an
amount  representing  the cost of the  energy  and  capacity  it  avoids  by not
supplying  these  customers.  In its  February  2000 order,  the PSC reduced the
delivery rate for large  electric  Retail Choice  customers and  authorized  Con
Edison of New York to recover  the  resulting  lost  revenues by  recognizing  a
portion of the deferred generation divestiture gain (see Note I to the financial
statements).

    Con  Edison's  utility   subsidiaries  have  sold  most  of  their  electric
generating  assets (see Note I to the financial  statements).  Con Edison of New
York still owns  about  2,000 MW of  generating  assets and has  contracts  with
non-utility  generators (NUGs) for approximately 2,100 MW of electric generating
capacity  (see  Note  H to  the  financial  statements).  Con  Edison's  utility
subsidiaries use these remaining generating  resources,  and energy and capacity
purchased  from the buyers of the generating  assets sold and others,  to supply
electricity to their  full-service  customers (i.e., those customers who are not
participants  in the electric  retail access program) and to other suppliers who
supply electricity under the retail access programs.

    Con Edison's  utility  subsidiaries  no longer earn an equity  return on the
generating assets that were sold.  Instead,  the utility  subsidiaries  purchase
electricity  from the buyers of the generating  assets sold and recover the cost
of the  electricity  either  in  base  rates  or  pursuant  to  applicable  fuel
adjustment  clauses.  (See  Note  A--Recoverable  Fuel  Costs  and Note I to the
financial statements).

    Con  Edison  does not  expect  its  utility  subsidiaries  to add  long-term
electric  generation  resources  other than in connection with the repowering of
the East River generating plant, which will add incremental electric capacity of
250 MW. In a July 1998 order, the PSC indicated that it "agree(s) generally that
Con  Edison  of New York need not plan on  constructing  new  generation  as the
competitive market develops," but considers "overly broad" and did not adopt its
request for a  declaration  that,  solely with respect to  providing  generating
capacity, it will no longer be required to engage in long-range planning to meet
potential demand and, in particular,  that it will no longer have the obligation
to  construct  new  generating  facilities,  regardless  of the market  price of
capacity. Con Edison's unregulated subsidiaries, which at December 31, 1999 have
invested  in 450 MW of  electric  generating  assets,  may invest in  additional
generating assets.

    Con Edison of New York's potential electric strandable costs are those prior
utility investments and commitments that may not be recoverable in a competitive
electric  supply market,  including the  unrecovered  book cost of its remaining
electric  generating  plants,  including  its Indian Point 2 nuclear  generating
unit, the future cost of  decommissioning  Indian Point 2 and its retired Indian
Point 1 nuclear  generating  unit and charges  under  contracts  with NUGs.  Con
Edison of New York is  recovering  potential  electric  strandable  costs in the
rates it charges all customers, including those customers purchasing electricity
from others. Pursuant to the restructuring agreement,  following March 31, 2002,
Con  Edison  of New York  will be given a  reasonable  opportunity  to  recover,
through a non-bypassable  charge to customers,  any remaining  strandable costs,
including a reasonable return on investments. For any remaining strandable costs
relating to fossil-fueled generating assets, the recovery period will be

                                       6


10 years. For additional  information  about nuclear  generation and NUG-related
strandable costs, see Notes G and H to the financial statements.

    O&R has entered into settlement  agreements or similar arrangements with the
PSC and the New Jersey and Pennsylvania  public utility  commissions  which also
provide  for a  transition  to a  competitive  electric  market,  including  the
divestiture of its generating assets.  See "Restructuring  Agreements" in Note A
to the financial statements.

GAS

    Under Con Edison of New York's gas Retail  Choice  program,  which  began in
1996,  all of its gas  customers  may  purchase  gas from  other  suppliers.  At
December  31,  1999,  approximately  22,000  Con  Edison  of New York  customers
representing  approximately  25 percent of  aggregate  firm  customer  load were
participating in the program. The delivery of gas continues to be through Con
Edison of New York's distribution system.

    In January 1997 the PSC approved a four-year gas rate  settlement  agreement
with the following major provisions:  base rates will, with limited  exceptions,
remain at September 1996 levels through  September  2000; Con Edison of New York
will share in net revenue from  interruptible gas sales (previously used only to
reduce firm  customer  gas costs) by  retaining in each rate year the first $7.0
million of net  revenue  from such sales  above 8.5  million  dekatherms  and 50
percent of additional  net revenues;  and 86 percent of any increase in property
taxes above levels implicit in rates will be recovered by offsetting amounts, if
any, that would otherwise be returned to customers.  Con Edison of New York will
share with customers 50 percent of earnings above a 13 percent rate of return on
gas common equity.  No amounts were deferred for earnings  sharing in 1999, 1998
or 1997.

    In December  1999, O&R filed with the PSC a request to increase gas rates by
$12 million over a four year period.

STEAM

    In a December 1999 order, the PSC concurred with Con Edison of New York that
a competitive steam market is not currently feasible.

    In 1999,  Con Edison of New York  began a project to repower  its East River
steam-electric   generating  plant  (see  "Capital  Requirements,"  above).  The
repowering of the East River plant will provide  enhanced  reliability and lower
costs to steam customers and permit the company to sell its Waterside generating
station as part of a nine-acre  development site in midtown  Manhattan along the
East River.  The sale of the nine acre site and the  disposition of the expected
net after-tax gain from the sale will be subject to PSC approval.

    In November 1999 Con Edison of New York filed a steam rate plan with the PSC
requesting a cumulative  rate increase of $33.1 million over a four-year  period
ending September 2004. The current  three-year steam rate agreement  between Con
Edison of New York and the PSC staff,  which expires in October  2000,  provided
for a $16 million rate increase.

FINANCIAL MARKET RISKS

    Con Edison's  primary market risks  associated with activities in derivative
financial  instruments,  other financial  instruments  and derivative  commodity
instruments, are interest rate risk and commodity price risk.

    The interest  rate risk relates  primarily to new debt  financing  needed to
fund capital requirements, including utility construction expenditures, maturing
debt  securities  and the pending  Northeast  acquisition,  and to variable rate
debt. See "Capital Requirements" and "Northeast Utilities Merger," above.

                                       7


    In general, the rates Con Edison's utility subsidiaries charge customers for
electric,  gas and steam service are not subject to change for  fluctuations  in
the cost of capital during the respective  terms of the current rate agreements.
The utility  subsidiaries  manage  interest  rate risk  through the  issuance of
mostly  fixed-rate  debt  with  varying  maturities  and  through  opportunistic
refundings of debt through optional  redemptions and tender offers. In addition,
Con Edison of New York, has from time to time, entered into derivative financial
instruments to hedge interest rate risk.

    At December 31,  1999,  neither Con Edison nor any of its  subsidiaries  had
derivative or other  financial  instruments  outstanding for purposes of hedging
its interest rate risk.

    Derivative  instruments are used by the company to hedge flowing gas and gas
in  storage.  In  addition,  Con  Edison  Solutions  and Con  Edison  Energy use
derivatives  to hedge its gas  purchases to meet future load  requirements.  The
utility  subsidiaries  do not generally use  derivatives  to hedge  purchases of
electricity and fuel because the related  commodity price risks are mitigated by
the fuel  adjustment  provisions of their current rate agreements (see Note A to
the  financial  statements).  At December 31, 1999 neither the fair value of the
hedged positions  outstanding nor potential,  near-term  derivative  losses from
reasonably  possible  near-term  changes in market  prices were  material to the
financial position, results of operations or liquidity of Con Edison.

NUCLEAR GENERATION

    Con Edison of New York, which has operated its approximately 1,000 MW Indian
Point 2 nuclear  generating  unit since 1973, is exploring  alternatives  to its
continued  ownership  and  operation  of Indian Point 2. In February  2000,  the
company  announced an auction  process for the Indian Point 2 unit,  the retired
Indian Point 1 unit and related gas turbines. The company has reserved the right
to reject any and all  proposals,  to terminate the auction  process,  and/or to
decline to sell all or any part of the assets being auctioned. Any sale would be
subject to the approval of the PSC and the NRC.

    For information about the recovery of Con Edison of New York's investment in
Indian Point 2, decommissioning  Indian Point 2 and additional information about
nuclear generation, see Note G to the financial statements.

ENVIRONMENTAL MATTERS

    For  information  concerning  potential  liabilities  arising  from laws and
regulations  protecting  the  environment,  including the Federal  Comprehensive
Environmental Response,  Compensation and Liability Act of 1980 (Superfund), and
from claims relating to alleged exposure to asbestos, see Note F to the
financial statements.

IMPACT OF INFLATION

    Con Edison is affected by the decline in the purchasing  power of the dollar
caused by inflation.  Regulation  permits Con Edison's  utility  subsidiaries to
recover through depreciation only the historical cost of their plant assets even
though in an  inflationary  economy  the cost to replace  the assets  upon their
retirement will  substantially  exceed historical costs. The impact is, however,
partially offset by the repayment of the utility subsidiaries' long-term debt in
dollars of lesser value than the dollars originally borrowed.

FORWARD-LOOKING STATEMENTS

    This discussion and analysis includes forward-looking statements,  which are
statements  of future  expectation  and not facts.  Words  such as  "estimates,"
"expects,"  "anticipates,"  "intends," "plans" and similar expressions  identify
forward-looking   statements.   Actual  results  or  developments  might  differ
materially  from those  included in the  forward-looking  statements  because of
factors such as

                                       8


competition  and industry  restructuring,  the Northeast  merger,  technological
developments,  changes in economic  conditions,  changes in  historical  weather
patterns,  changes in laws, regulations or regulatory policies,  developments in
legal or public  policy  doctrines,  and other  presently  unknown or unforeseen
factors.

RESULTS OF OPERATIONS

Con Edison's  earnings per share in 1999 were $3.14 ($3.13 on a diluted  basis).
Earnings per share in 1998 and 1997 were $3.04 and $2.95, respectively,  on both
basic  and  diluted  bases.  See  "Liquidity  and  Capital   Resources  -  Stock
Repurchases."

Earnings for the years ended December 31, 1999, 1998 and 1997 were as follows:


                                                                1999       1998       1997
                                                              --------   --------   --------
                                                                  (MILLIONS OF DOLLARS)
                                                                           
Con Edison of New York......................................  $ 698.3     $728.1     $704.0
O&R*........................................................     22.2         --         --
Unregulated subsidiaries....................................    (10.9)     (18.4)      (9.5)
Other**.....................................................     (9.0)       3.0         --
                                                              -------     ------     ------
  Con Edison................................................  $ 700.6     $712.7     $694.5
                                                              -------     ------     ------


- ------------------------


* O&R earnings are for the period subsequent to its acquisition in July 1999.
**Includes parent company expenses and inter-company eliminations.

Con Edison's earnings for 1999, compared to 1998,  decreased $12.1 million.  The
principal  components  of the  decrease  were:  $42.3  million of electric  rate
reductions;  $41.9 million of lost equity return on generating  assets that were
divested; and $8.5 million of higher distribution expenses relating to Hurricane
Floyd  and a July 1999  heat  wave,  offset  by $22.2  million  of O&R  earnings
reflecting the acquisition of O&R in July 1999 and  approximately  $65.7 million
of lower  nuclear  and pension  expenses.  Earnings  also  reflect the levels of
electric, gas and steam sales discussed below.

Con Edison's earnings for 1998, compared to 1997, increased $18.2 million as the
result of higher  electric  revenues  of $36.5  million  from warmer than normal
summer weather and an improving New York City economy,  net of rate  reductions,
offset,  in part, by expenses of $19.3  million from an extended  Indian Point 2
maintenance outage.

Con Edison's operating revenues in 1999,  compared to 1998,  increased by $398.3
million, and its operating income decreased by $33.5 million. Operating revenues
in 1998, compared to 1997,  decreased from the prior year by $103.1 million, and
operating income increased by $18.0 million.

A discussion of Con Edison's operating revenues and operating income by business
segment follows. Con Edison's principal business segments are its electric,  gas
and steam utility  businesses.  For  additional  information  about Con Edison's
business segments, see Note N to the financial statements.


Electric

Con Edison's electric operating revenues in 1999 increased $118.2 million,  from
1998 and in 1998  increased  $38.9  million  from 1997.  The  increases  reflect
increased sales volumes, offset by electric rate reductions of approximately $65
million in 1999 and $102 million in 1998. The 1999 increase also reflects $258.1
million of O&R electric operating revenues.

                                       9


Electricity sales volume in Con Edison of New York's service territory increased
3.9 percent in 1999 and 3.1 percent in 1998.

The  increases in sales volume  reflect both the  continued  strength of the New
York City economy and warmer than normal summer weather.  Con Edison's  electric
sales vary seasonally in response to weather, and peak in the summer.

After  adjusting for variations,  principally  weather and billing days, in each
period,  electricity  sales volume in Con Edison of New York's service territory
increased  2.7 percent in 1999 and 2.5 percent in 1998.  Weather-adjusted  sales
represent  an  estimate  of the sales that  would  have been made if  historical
average weather conditions had prevailed.

Con Edison's electric  operating income decreased $47.3 million in 1999 compared
to 1998. The principal  components of the decrease  were:  $41.9 million of lost
equity  return on  generating  assets  that were  divested;  approximately  $8.5
million of increased  distribution  expenses  relating to Hurricane  Floyd and a
July 1999 heat wave; and $42.3 million of electric rate reductions,  offset,  in
part, by approximately  $65 million of reduced expenses at Indian Point 2 (which
had an extended  maintenance  outage in 1998) and decreased  pension costs;  and
$28.4 million of electric operating income attributable to O&R.

Con Edison's 1998 electric  operating income increased $50.9 million compared to
1997 primarily as a result of increased  electric  revenues of $36.5 million and
decreased pension expenses of $28.6 million, partly offset by increased expenses
of $19.3 million at Indian Point 2.


Gas

Con Edison's gas operating  revenues and gas operating  income  increased  $40.5
million and $10.5 million,  respectively,  in 1999 and decreased  $134.3 million
and $12.6 million,  respectively,  in 1998.  These changes reflect gas sales and
transportation  volumes.  The 1999  increases  also  reflect  O&R gas  operating
revenues  of  approximately  $56.4  million  and O&R  gas  operating  income  of
approximately $0.3 million.

Gas sales and transportation  volume to firm customers of Con Edison of New York
increased 5.8 percent in 1999 compared to 1998 and decreased 9.7 percent in 1998
compared to 1997.

Con  Edison's  gas sales and  transportation  vary  seasonally  in  response  to
weather,  and peak in the winter. The increase in volumes from 1998 reflects the
colder  1999  winter  compared to 1998.  The  decrease in 1998  compared to 1997
reflects the relatively warm 1998 winter.

After  adjusting for variations,  principally  weather and billing days, in each
period,  gas sales and  transportation  volume to firm  customers  increased 1.3
percent in 1999 and decreased 0.1 percent in 1998.

A   weather-normalization   provision  that  applies  to  Con  Edison's  utility
subsidiaries of New York's gas business moderates,  but does not eliminate,  the
effect of weather-related changes on gas operating income.


Steam

Con Edison's steam operating revenues and steam operating income increased $18.1
million and $0.1 million, respectively, in 1999, but decreased $69.9 million and
$16.7 million, respectively in 1998, primarily because of changes in steam sales
volume.

Steam sales volume  increased  6.1 percent in 1999 and  decreased 8.8 percent in
1998.

Con Edison's steam sales vary seasonally in response to weather, and peak in the
winter.  The  increase in volume for steam sales from 1998  reflects  the colder
1999 winter compared to 1998. The decrease in 1998 compared to 1997 reflects the
relatively warm 1998 winter.

                                       10


After  adjusting for variations,  principally  weather and billing days, in each
period,  steam sales  volume  decreased  1.4 percent in 1999 and  decreased  1.7
percent in 1998.

Taxes, Other Than Federal Income Tax

At $1.2 billion,  taxes other than federal income tax remain one of Con Edison's
utility subsidiaries' largest operating expenses.

The principal components of and variations in operating taxes were:



                                                                    INCREASE (DECREASE)
                                                              --------------------------------
                                                                1999       1999        1998
                                                               AMOUNT    OVER 1998   OVER 1997
                                                              --------   ---------   ---------
                                                                   (MILLIONS OF DOLLARS)
                                                                            
Property taxes..............................................  $  606.2    $(12.2)      $27.7
State and local taxes on revenues...........................     470.7       4.9        (9.0)
Payroll taxes...............................................      59.6       2.9        (2.6)
Other taxes.................................................      43.3     (23.9)       10.9
                                                              --------    ------       -----
Total.......................................................  $1,179.8*   $(28.3)      $27.0
                                                              --------    ------       -----



*Including  sales taxes on  customers'  bills,  total taxes,  other than federal
 income taxes, billed to customers in 1999 were $1,458.2 million.


Other Income

Other income increased $29.7 million in 1999 due principally to deferred federal
income tax credits realized as a result of the generation divestiture. See Notes
I and L to the financial statements. Other income decreased $8.3 million in 1998
due  principally  to  the  write-off  of a $10  million  investment  made  by an
unregulated subsidiary.

Net Interest Charges

Net  interest  charges  increased  $11.7  million  in  1999,  compared  to 1998,
reflecting the addition of $15.4 million of O&R debt expense and $3.4 million of
increased  interest on short-term  borrowing,  partially  offset by refunding of
long-term  debt and  favorable  tax  audit  adjustments.  Net  interest  charges
decreased  $7.2  million  in 1998,  reflecting  the  interest  savings  from the
refunding of long-term debt in 1998.

Federal Income Tax

Federal income tax decreased  $32.6 million in 1999 and increased  $25.7 million
in 1998,  reflecting  the  changes  each  year in income  before  tax and in tax
credits. See Note L to the financial statements.


February 17, 2000