Amendment No. 9 to
                   Eugene R. McGrath Employment Agreement


    WHEREAS, Eugene R. McGrath (the "Employee") and Consolidated Edison Company
of New York, Inc. (the "Company") entered into an Employment Agreement effective
September 1, 1990 (the "Agreement");

      WHEREAS, the parties to the Agreement desire to amend the Agreement to 
increase the basic salary payable to the Employee; and

      WHEREAS,  paragraph 12 of the Agreement provides that the Agreement may be
amended  from time to time by a written  instrument  executed by the Company and
the Employee;

      NOW, THEREFORE, in consideration of the foregoing the parties hereto agree
as follows:

      1. The Agreement is amended,  effective September 1, 1998, to increase the
Employee's  basic  salary  set  forth in  clause  (i) of  paragraph  3(a) of the
Agreement  from  $815,000  per annum to $890,000  per annum,  subject to all the
terms and conditions set forth in the Agreement relating to the basic salary.

      2. In all other respects,  the Agreement  remains in full force and effect
as amended hereby.

      IN WITNESS  WHEREOF,  the Company has caused this Amendment to be executed
by its duly authorized  officer and its Corporate seal to be affixed hereto, and
the Employee has hereto set his hand the day and year set forth below.

                                 CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.


                                       By:    CHARLES F. SOUTAR
                                              Charles F. Soutar
                                              Executive Vice President


                                        By:   EUGENE R. MCGRATH
                                              Eugene R. McGrath


Dated:  July 28, 1998

Attest:

Approved by the Board the 28th day of July, 1998.


By:    PETER A. IRWIN
       Peter A. Irwin
       Acting Secretary