Amendment of By-Laws


                CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.

                                BOARD OF TRUSTEES

                                FEBRUARY 17, 2000



            The  Chairman of the Board stated that the next item of business was
a recommendation to amend the By-Laws of the Company.  The purpose for which the
amendment is proposed is as follows:

            Effective  February 17, 2000,  to increase from eleven to twelve the
number of Trustees  eligible to serve on the Board.  This action is  recommended
because Dr.  George  Campbell,  Jr. has accepted the  invitation of the Board of
Trustees  to  become a member,  commencing  with the  February  17,  2000  Board
meeting.

            After discussion, on motion, duly seconded and carried, it was
unanimously

            RESOLVED,  That,  effective February 17, 2000, the first sentence of
Section 8 of the By-Laws be and the same hereby is amended to read as follows:

            "Section 8. The affairs of the  Company  shall be managed  under the
            direction of a Board  consisting  of twelve  Trustees,  who shall be
            elected annually by the stockholders by ballot and shall hold office
            until their successors are elected and qualified."