Amendment No. 5
                                       To
                             The Consolidated Edison
                               Retirement Plan for
                              Management Employees

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

                             Dated December 30, 1998






      Pursuant to authority granted to the Plan Administrator under the terms of
The  Consolidated  Edison Retiree  Health  Program (the  "Program") to amend the
Program, the undersigned hereby approves the following amendments to the Program
as  set  forth  in  The  Consolidated  Edison  Retirement  Plan  for  Management
Employees:

      1. A new subdivision  (f), which shall read as follows,  shall be added to
Paragraph 23 E effective January 1, 1999:

       "(f) Effective January 1, 1999, Employees who retire and defer receipt of
       their  retirement  Pension under the Management  Plan and the spouses and
       surviving  spouses of such Employees  shall be eligible to participate in
       the Program and to defer  participation in the Program to the same extent
       as Employees  who retire and commence  receiving an immediate  retirement
       Pension  under  the  Management  Plan and  their  spouses  and  surviving
       spouses.  Effective  such date  Employees  who retire  shall no longer be
       required to commence  receipt of an  immediate  retirement  Pension to be
       eligible to participate in the Program."

      IN WITNESS WHEREOF, the undersigned has executed this instrument this 30th
day of December, 1998.



                                    
                                          Richard P. Cowie
                                    Vice President-Employee Relations
                                          and Plan Administrator